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Microchip Technology (MCHP) Q1 2026 Earnings Call Transcript

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DATE

Thursday, Aug. 7, 2025 at 5 p.m. ET

CALL PARTICIPANTS

  • Executive Chair β€” Steve Sanghi
  • Chief Executive Officer β€” Richard J. Simoncic
  • Chief Financial Officer β€” Eric Bjornholt
  • Head of Investor Relations β€” Sajid Dowdy

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TAKEAWAYS

  • Net sales-- Net sales in June were $1.075 billion, representing 10.8% sequential growth for the fiscal first quarter ended June 30, 2025, and exceeding the high end of updated June guidance by $5.5 million.
  • Geographic and segment growth-- All geographies and major product lines, including microcontroller and analog, achieved double-digit sequential growth.
  • Non-GAAP gross margin-- 54.3% non-GAAP gross margin, including $51.5 million in underutilization charges (non-GAAP) and $77.1 million in inventory write-offs (non-GAAP); incremental non-GAAP gross margin was 76% sequentially.
  • Non-GAAP operating margin-- 20.7% of sales (non-GAAP), representing a 670 basis-point sequential increase in non-GAAP operating margin; incremental non-GAAP operating margin was 82% sequentially.
  • Non-GAAP earnings per share-- $0.27 non-GAAP earnings per diluted share, $0.01 above the high end of updated non-GAAP guidance.
  • GAAP net loss-- $(46.4) million GAAP net loss attributable to common shareholders, or $(0.09) per share (GAAP), including special charges of $22.2 million for foundry exit costs and Fab 2 closure on a GAAP basis.
  • Inventory reduction-- Inventory balance declined by $124.4 million sequentially to $1.169 billion; days of inventory fell to 214 from 251 in the prior quarter, and 266 two quarters prior.
  • Distribution sell-through versus sell-in-- Distribution sell-through exceeded sell-in by $49.3 million, narrowing the distribution sell-in versus sell-through gap from $103 million in the March 2025 quarter.
  • Cash flow and capital position-- $275.6 million in operating cash flow, $244.4 million in adjusted free cash flow for June, $566.5 million consolidated cash and investments as of June 30, 2025, and $175 million reduction in total debt, with net debt increasing by $30.2 million.
  • Adjusted EBITDA-- Adjusted EBITDA was $285.8 million, or 26.6% of net sales, with a trailing twelve-month adjusted EBITDA total of $1.167 billion, and a net debt to adjusted EBITDA ratio of 4.22 as of June 30, 2025.
  • Capital expenditures and guidance-- Capital expenditures were $17.9 million; capital expenditures for fiscal 2026 forecasted at or below $100 million.
  • September guidance-- Net sales expected at $1.13 billion Β± $20 million for the fiscal second quarter ending Sept. 30, 2025; non-GAAP gross margin between 55%-57%; non-GAAP operating profit between 22.2%-24.6% of sales; non-GAAP EPS between $0.30 and $0.36.
  • Lead times-- Current lead times are mostly four to eight weeks as of the June 2025 quarter, with some products extending to six to twelve weeks due to bottlenecks in substrates, lead frames, and packaging capacity.
  • Bookings and backlog-- July bookings were the highest for any month in the last three years; September starting backlog exceeded that of June at the same point in time for the fiscal second quarter.
  • AI and product portfolio-- The company introduced new FPGA solutions offering up to 50% power savings or 30% cost reductions; its AI coding assistant increased customer programming productivity by up to 40% as reported by customers in 2025.
  • Inventory strategy-- Factory output significantly below shipment rate, with wafer starts planned to increase in December 2025, ahead of full inventory normalization.
  • Capital return outlook-- Adjusted free cash flow is expected to exceed dividend payments after the fiscal second quarter, with subsequent excess cash flow targeted at debt reduction rather than share buybacks.

SUMMARY

Microchip Technology (NASDAQ:MCHP) management attributed sequential revenue acceleration in the fiscal first quarter to broad-based end-market improvement, channel and customer inventory reduction, and a recovering demand environment. Executive Chair Steve Sanghi stated that guidance for the fiscal second quarter implies a sequential increase of 5.1%, well above normal seasonality of approximately 3%, in contrast to peers' caution. Automotive remains the weakest end market, while data center and industrial demand are reviving, with lead times starting to lengthen in select regions and product types. The leadership team confirmed continued inventory normalization, progressive margin recovery, and incremental operating leverage as key strategic drivers. Outlook for the December and March quarters is for results "above seasonal," according to management commentary following the fiscal first quarter, with no return to non-cancelable order practices and increasing customer visibility requested to manage supply chain constraints.

  • CEO Richard J. Simoncic noted that new defense, aerospace, and AI design winsβ€”including adoption of radiation-tolerant FPGAs and embedded post-quantum cryptographyβ€”are broadening Microchip Technology's product reach.
  • Management identified U.S.-based manufacturing scale as a potential tariff exemption advantage, subject to further rule clarification.
  • Deleveraging will precede any share repurchase program, in line with target leverage metrics (net debt to adjusted EBITDA of 1.5 or lower, as discussed in the June fiscal first quarter earnings call).
  • Steve Sanghi stressed that extended customer backlog and flexible cancellation terms differentiate current engagement from prior non-cancelable booking programs.
  • No material impact was reported from recent currency shifts, as 99% of revenue and assets are U.S. dollar-based.

INDUSTRY GLOSSARY

  • Sell-in: Shipments from the company to distribution partners or direct customers, not yet reflected in end-user consumption.
  • Sell-through: Actual products sold by distribution partners to end customers, representing true demand signals.
  • PSP program: Non-cancelable, non-returnable pricing and supply program used by Microchip Technology during COVID-era supply disruptions.
  • CNSA 2.0: Commercial National Security Algorithm Suite 2.0, a U.S. government cryptographic standard for defense and secure applications.

Full Conference Call Transcript

Steve Sanghi: Thank you, operator, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to our press releases of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip Technology Incorporated's business and results of operations. In attendance with me today are Richard J. Simoncic, Microchip Technology Incorporated CEO, Eric Bjornholt, Microchip Technology Incorporated CFO, and Sajid Dowdy, Microchip Technology Incorporated's head of investor relations.

I will provide a reflection on our fiscal first quarter 2026 financial results. Eric will go over our financial performance, and Richard J. Simoncic will then review some product line updates. I will then provide an overview of the current business environment and our guidance for 2026. We will then be available to respond to specific investor and analyst questions. Microchip Technology Incorporated employees are often referred to as chippers. I will begin with a question for all of you, and then I will provide the answer. How many chippers does it take to deliver a good quarter? The answer is that it takes quite a few.

But they all showed up to deliver an outstanding quarter like we produced in June 2025. And that is the point I want to make. 18,000 employees of Microchip Technology Incorporated worked all last year on a pay cut, have not received a bonus or a salary increase in a year and a half, and suffered through a gut-wrenching global layoff earlier this year in March. These employees, working with high morale, came together to deliver an outstanding quarter. I tip my hat to all 18,000 employees of Microchip Technology Incorporated worldwide. I will highlight a few salient points of our financial results. 10.8% sequential sales growth. Net sales were up sequentially in all geographies.

Sales from our microcontroller and analog businesses were both up in double-digit percentages sequentially. Non-GAAP gross margin was 230 basis points sequentially, and incremental non-GAAP gross margin was 76% sequentially. Non-GAAP operating margin was up 670 basis points sequentially, and incremental non-GAAP operating margin was 82% sequentially. Inventory went down by $124 million sequentially. Our target for the whole fiscal year is a $350 million reduction, so we are off to a very good start. Inventory days were 214 days. Our inventory over two quarters has gone down from 266 days to 251 days to 214 days. We expect inventory at the September quarter to be between 195 and 200 days.

The inventory write-off in the June quarter was $77.1 million, down from $90.6 million in the March quarter, was $51.5 million, down from $54.2 million in the March quarter. Adding $77.1 million inventory write-off and $51.5 million of underutilization charge makes a total of $128.6 million of charges. Divide that by the net sales of $1.075 billion, and you get a non-GAAP gross margin impact of 12 percentage points. Adding it to the reported non-GAAP gross margin of 54.3% indicates that the product gross margin was 66.3%. The point is, as inventory write-off and under charges decrease, we believe our long-term non-GAAP gross margin target of 65% is achievable.

We have accrued about $5.5 million from the upside profit to provide a small bonus to our 18,000 employees who deserve it very much. The net impact from this approval is less than a penny per share. And with that, I will pass it on to Eric Bjornholt, who will take you through our more detailed financial performance last quarter. I will come back later to discuss the business environment and provide guidance for the second quarter. Eric?

Eric Bjornholt: Thanks, Steve, and good afternoon, everyone. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP on the Investor Relations page of our website at www.microchip.com, and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website. I will now go through some of the operating results, including net sales, gross margin, and operating expenses.

Other than net sales, I will be referring to these results on a non-GAAP basis, which is based on expenses prior to the effects of our acquisition activities, share-based compensation, and certain other adjustments as described in our earnings press release and in the reconciliations on our website. Net sales in June were $1.075 billion, which was up 10.8% sequentially, $5.5 million above the high end of our updated June guidance provided on May 29. We have posted a summary of our net sales by product line and geography on our website for your reference. On a non-GAAP basis, gross margins were 54.3%, including capacity underutilization charges of $51.5 million and new inventory reserve charges of $77.1 million.

Operating expenses were at 33.7% of sales, and operating income was 20.7% of sales. Non-GAAP net income was $154.7 million, and non-GAAP earnings per diluted share was $0.27, which was $0.01 above the high end of our updated guidance. On a GAAP basis in June, gross margins were 53.6%. Total operating expenses were $544.6 million and included acquisition intangible amortization of $107.6 million, special charges of $22.2 million, which was primarily driven by foundry contract exit costs and our activities associated with the closure of Fab 2, share-based compensation of $45.2 million, and $7.5 million of other expenses. The GAAP net loss attributable to common shareholders was $46.4 million or $0.09 per share.

Our non-GAAP cash tax rate was 11.25% in June, and we expect to record a non-GAAP tax rate of about 9.5% in September. Our non-GAAP tax rate for fiscal year 2026 is expected to be about 10.25%, which is exclusive of a transition tax and any tax audit settlements related to taxes accrued in prior fiscal years, and was positively impacted by the impacts of the recently passed One Big Beautiful Bill. Our inventory balance at June 30, 2025, was $1.169 billion and down $124.4 million from the balance at March 31, 2025. We had 214 days of inventory at the end of June, which was down 37 days from the prior quarter's levels.

Our inventory reduction actions are what drove this. Included in our June ending inventory was 616 days of long life cycle, high margin products whose manufacturing capacity has been end of life by our supply chain partners. Inventory at our distributors in June was at 29 days, which was down four days from the prior quarter's level. Distribution sell-through was about $49.3 million higher than distribution sell-in. Our cash flow from operating activities was $275.6 million in June. Our adjusted free cash flow was $244.4 million in June. And as of June 30, our consolidated cash and total investment position was $566.5 million. Our total debt decreased by $175 million in June, and our net debt increased by $30.2 million.

Our adjusted EBITDA in June was $285.8 million and 26.6% of net sales. Our trailing twelve-month adjusted EBITDA was $1.167 billion, and our net debt to adjusted EBITDA was 4.22 at June 30, 2025. Capital expenditures were $17.9 million in June, and we expect capital expenditures for fiscal year 2026 to be at or below $100 million. Depreciation expense in June was $39.5 million. I will now turn it over to Richard J. Simoncic, who will provide some commentary on our product line innovations in June. Richard?

Richard J. Simoncic: Thank you, Eric, and good afternoon, everyone. I am pleased to share our operational progress this quarter, highlighting strong momentum across aerospace, defense, AI applications, and network connectivity. As a leading semiconductor supplier to the Department of Defense and our NATO allies, our aerospace and defense business continues to strengthen amid increased global defense spending driven by geopolitical tensions and NATO modernization. With over sixty years of aerospace and defense heritage, including from our acquisitions, we have recently achieved significant defense industry device qualifications and continue to expand our product portfolio to support commercial aviation, defense systems, and space applications. Microchip Technology Incorporated plays a key role in supporting products to many modern defense platforms.

Also, our radiation-tolerant FPGA solutions can deliver up to 50% power savings while maintaining the highest levels of security and reliability. We have recently expanded our FPGA portfolio by introducing cost-optimized solutions that deliver up to 30% cost reduction while maintaining industry-leading performance and security. This positions us firmly across both high-reliability defense applications and broader industrial markets. Microchip Technology Incorporated continues to be a leader in the microcontroller industry and enabling customers with our AI coding assistant, aiding customers to achieve up to a 40% productivity improvement programming our microcontroller devices.

At Masters, our major technical conference this week, we previewed further advancements for the attendees with the inclusion of AI agents into the AI coding assistant, that will be released into the market in September, further improving productivity and reducing time to market for our customers. The AI build-out continues to create substantial opportunities across our portfolio. We have secured design wins in data center infrastructure spanning AI acceleration, storage, and network infrastructure with tier-one cloud providers and enterprise leaders. We have strategically expanded our connectivity, storage, and compute offerings for AI and data center applications as well as intelligent power modules for AI at the edge. Security remains paramount as defense and AI deployments proliferate.

We have made significant advances with embedded controllers that feature immutable post-quantum cryptography support, which was recently mandated by the NSA. This support enhances the security of platforms using our digital signing for secure boot and secure firmware over-the-air updates. These capabilities are essential enablers to protect our defense, industrial, and AI applications well into the future in compliance with critical standards such as CNSA 2.0 and the European Cyber Resiliency Act. With that, I will pass the call to Steve for comments about our business and guidance going forward. Steve?

Steve Sanghi: Thank you, Richard. During the last quarter's earnings conference call, I talked about a trifecta effect on our revenue growth. We saw that effect in action last quarter. First, our distributors' customers' inventory is getting corrected, and we saw the first sequential increase after two years in distribution sales out last quarter. Second, the distributors sell-in versus sell-through gap shrunk from $103 million in March to only $49.3 million in June. So distribution sell-in is rising to meet the sell-through, and we believe there is more to go. And third, our direct customers' inventory is getting corrected, and we saw the first sequential increase in direct sales in two years.

This trifecta effect led to a 10.8% sequential growth in our net sales in June. We believe that this dynamic is still in effect. Importantly, we believe that what we are seeing represents structural demand recovery as we remain below normalized end-market demand levels. After two years of correction, we believe we are feeling a supply chain deficit rather than experiencing any significant pull-forward activity. The second effect I have spoken about is the impact on gross margins. As the inventory comes down, our inventory write-off will decrease, thus growing our gross margin percentage. As the inventory comes down and we start to grow the factories again, our underutilization charge will decrease and will further grow the gross margin.

We saw these two effects in action last quarter. Our inventory write-off decreased from $90.6 million in March to $77.1 million in June. A factory underutilization charge dropped from $54.2 million in March to $51.5 million in June. This combined effect is adding to our gross margin. We expect the increase in gross margin percentage will continue as the inventory write-off decreases and we ramp the factories, which will lower the underutilization charge. We currently plan to start increasing wafer starts in December. Now, the market environment. We are seeing some recovery in our key end markets: automotive, industrial, communication, data center, aerospace and defense, markets, and consumer are all looking somewhat better.

While we have not seen any material tariff-related pull-ins in April and May, we saw some selective acceleration of orders from Asia, which appear to be tariff-related. We believe that such pull-ins amounted to only mid to high single-digit millions. However, it is important to provide context on pull-ins more broadly. We are still shipping below normalized end-market demand across most of our markets after two years of inventory correction. This deficit to normal demand level means that any pull-in we are seeing represents underlying demand where the inventory has run out at the customers rather than borrowing from future quarters. Now let's go into our guidance for September.

We believe substantial inventory destocking has occurred at our customers, channel partners, and downstream customers, and the trifecta effect is in play. Our backlog for September started higher than the starting backlog for June, and as of this time, the backlog for September is comfortably higher than the backlog for June at the same point in time. The bookings for July were higher than bookings for any month in the last three years. I will make a comment about lead times. While lead times for products have been four to eight weeks for some time, we are experiencing a lead time bounce off the bottom and increases on some of our products.

While we have sufficient inventory, it is mostly held in the die form. We still have to package and test the products. We're running into challenges on certain kinds of lead frames, substrates, and subcontracting capacity. While these challenges are isolated to specific areas, we expect them to broaden and lead times go from the four to eight weeks range to more like six to ten weeks range out in time, and on certain products, they're likely to go to eight to twelve weeks range. The customer and distributor inventories have begun to run low on many products. We are increasingly getting short-term shipment requests and pull-ins of the prior orders.

Our customers will be well advised to manage their backlog and have twelve to sixteen weeks of their needs on backlog so they are not caught short. The emerging lead time pressures and increasing customer requests for expedited shipments reflect the reality that inventories have run too low on certain products. This dynamic supports our view that we are seeing demand normalization from a severely corrected starting point rather than speculative buying or any significant pull-forward activity. Taking all of these factors into account, we expect our net sales for September to be $1.13 billion plus or minus $20 million. We expect our non-GAAP gross margin to be between 55-57% of sales.

We expect our non-GAAP operating expenses to be between 32.4-32.8% of sales. We expect our non-GAAP operating profit to be between 22.2-24.6% of sales. We expect our non-GAAP diluted earnings per share to be between $0.30 and $0.36 per share. I want to again highlight the leverage in our business model. With a $54.5 million sequential increase in net sales at the midpoint, we would expect to see approximately 77% of such amount go to the bottom line as non-GAAP operating profit. As the inventory drains further and inventory write-offs decrease, we expect our gross margin recovery will accelerate, and with the incremental profits going to the bottom line, we will have tremendous leverage.

Finally, a comment on our capital return program for shareholders. After this September, we expect our adjusted free cash flow to exceed our dividend payment, driven by increasing revenue and profitability, low CapEx, and liberating cash from the inventory. Therefore, we do not expect to have to borrow money to pay our dividend after this quarter. In future quarters, we intend to use this excess adjusted cash flow to bring down our borrowings. With that, operator, will you please poll for questions?

Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. You will hear a three-tone prompt acknowledging your request. Should you wish to cancel your request, please press star followed by the two. I would like to advise everyone to have a limit of one question and a brief follow-up. If anyone has an additional question, you can put yourself back in the queue by pressing star one again. One moment for your first question. Thank you. And your first question comes from the line of Vivek Arya. Thank you. Please go ahead.

Vivek Arya: Thank you for taking my question. Steve, many of us equate better than seasonal sequential trends as a sign of recovery. When you look at your September outlook, sales up 5% or so sequentially, would you call that seasonal, above seasonal? Basically, what we are all trying to get our hands on is yes, there is a recovery, but are we done with that stronger recovery as in a lot more above seasonal quarters? So just how would you describe September seasonal, above seasonal? And then what does that kind of inform us as to how December could shape up in similar terms?

Steve Sanghi: So thanks, Vivek. Quarter guidance of 5.1% up sequentially would be considered well above seasonal. Our seasonal increase usually per quarter is really in the 3% range in the September quarter. And December quarter usually is the weakest quarter of the year. In ordinary times, totally normal inventory times, December quarter will be sequentially slightly down. March quarter will be up again. So we were strongly above seasonal in the June quarter, we're strongly above seasonal in the September quarter, and I would expect that we'll continue to be above seasonal in December and March.

Vivek Arya: Alright. Thank you, Steve. And you know, when we look at several of your peers, they had a strong June. They kind of guided September line as but they expressed some caution as they looked at December onwards. Mainly because there seems to be kind of this renewed threat about the delayed impact of tariffs and whatnot. What's your read, Steve, of the macro environment? Do you think that as you look out beyond September that the recovery is as strong as you thought three months ago? Just how would you contrast the recovery you are seeing versus the slightly more conservative tone that some of your analog peers have indicated on their earnings calls? Thank you.

Steve Sanghi: So, Vivek, our sales went down much more significantly than others because of really excessive inventory at the direct customers as well as channels, driven by our PSP program, which was launched during the COVID years and continued well afterwards. Many of our competitors and peers got off the non-cancelable, non-returnable treadmill, I think a year earlier than Microchip Technology Incorporated did, and therefore, we continued to ship large amounts of products to our customers and distributors in accordance with the PSP rules. Therefore, when we eventually corrected, our sales went down much, much harder than others. So what we are seeing right now is the trifecta effect we talked about.

Inventory is going down at our distributors' customers, they're going down at distributors. Our sales in are catching up to sales out from distributors. Our direct customer inventory is going down. So we believe the dynamics that are taking place at Microchip Technology Incorporated are more driven by those kinds of factors and not any kind of tariff-related pull-in. We have done substantial analysis on the tariff question. Part of our normal process each quarter is to ask our distributors to explain any significant fluctuations in their customers' quarterly sales. This is done at a very forensic level, covering a large percentage of our customer base.

We did this, and we identified a small number of customers that identified tariffs as the reason for the sequential change in their revenue. When we extrapolated this data, we believe the impact came out to be only mid to high single-digit, $7-9 million range. We have no direct customers that indicated that tariffs were the reason for their increase in revenue. I also want to remind investors that a very high percentage of our direct customer exposure in China actually is manufactured in free trade zones that are not impacted by tariffs. Therefore, the phenomena we're seeing at Microchip Technology Incorporated is really related to inventory digestion than any kind of tariff plan activity. Thank you.

Operator: Thank you. And your next question comes from the line of Harsh Kumar. Thank you. Please go ahead.

Harsh Kumar: Yeah. Hey, Steve. I've got two as well. Steve, I was hoping that in September, you could help us understand the growth between the two key end markets, auto and what I would call as pure industrial. And why I'm saying pure is because you're in defense, and defense is very strong for obvious reasons, and it's skewing things for the industrial category. So I was hoping that just outside of defense, if you could just talk about in September, which ones, you know, how do you see auto versus pure industrial playing out?

Steve Sanghi: So, with such a strong growth of 10.8% sequentially, which you annualize it, it's a phenomenal, enormous rate of growth. With a very, very strong June quarter, we actually saw growth across all of our product lines, end markets, microcontrollers, analog. So it was very, very broad-based and all geographies. Therefore, I think my simple answer would be we saw recovery pretty in all end markets.

Harsh Kumar: Okay. Fair enough. Can I ask you, Steve, if at this point, you feel like sell-through is equal or higher than sell-in at your distributors? And if there's a gap, what kind of gap there is, you know, to the best of your knowledge? I know a difficult one to answer, what kind of gap exists? And your inventory dollars came down, I think, by $124 million, which is a big number. How far do you think you are from where you want to be in terms of optimal inventory level?

Steve Sanghi: I think we gave you the number in our prepared remarks. Let me pull it out again. Sell-through and distribution. Yeah. So maybe I missed this, Steve. Was $49.3 million higher than what sell-in was. And, you know, that's just the distribution piece of our business, which is a little less than 50%. We absolutely believe that our direct customers are draining too and consuming more than we're shipping to them, but we just don't have real-time data to show you. But that $49.3 million compares to a $103 million the quarter before. So the gap is shrinking, but there's still a gap. There's still a $49.3 million gap. So sell-in is rising to meet sell-through.

Now we closed half the gap last quarter. And, you know, we don't know. It could take a couple of more quarters to close the rest of the gap.

Eric Bjornholt: They can't be. Yeah. Progress we're making towards inventory. Right? The inventory target overall. And, Steve, do you want to address or do you want me?

Steve Sanghi: No. So I'll address it. So we are bringing inventory down in days of sales in pretty heavy chunks. It was 266 days of inventory at the December, that came down to 251 days at the March. Came down to 214 days, very large drop, at the June. And we are forecasting that we'll break the 200 and be between 195 and 200 at the September. In dollars of inventory reduction, we reduced inventory last quarter by $124.4 million. So we're making massive progress by shutting down one of our fabs, the Tempe Fab 2, and a substantial scaling down of our other fabs, we are producing products in our factories which is well, well below the rate of consumption.

That's why the inventories are dropping by a very large amount. And you know, that essentially will continue. We will start growing wafer starts in December, as I said in my remarks. And not that, you know, our inventory has fully come down. But if we wait till our inventory is totally normal to then start growing the fabs, we're going to have to grow the fabs by 30, 40% in a single quarter. And that's not possible. So therefore, we have to start early and asymptotically reach the number where the fabs need to run.

Harsh Kumar: Understood, Steve and Eric. Thank you so much.

Operator: Thank you. And your next question comes from the line of Chris Caso from Wolfe Research. Please go ahead.

Chris Caso: Yes. Thanks. Good evening. I guess the first question, maybe following on some of your prior comments, is just getting a sense of how far below end demand you think you're really shipping now. And, you know, recognize you have your best data with distributors, and you talked about how low point of sale is. And I guess the quick math it would seem like I guess you're about maybe 10% below point of sale and distribution. The distributor inventory is also not at bad levels. Do you have a sense of how much by how much you might be undershipping, you know, real end demand at your direct customers?

Steve Sanghi: We have a sense, but sense is not audit-proof and really can't be discussed outside. You know, the number that we could share and we have shared is the gap between sell-in and sell-out because those are two actual numbers. Other than that, how much inventory our distributor customers have is very anecdotal. By asking our distributors, by asking some of the customers that we jointly visit, and since the customer base is so broad, having 110,000 plus customers, you know, even if you do the analysis based on larger customers, it's really, you know, it's not audit-proof. And then when you get to your direct customers, the analysis is even more difficult.

Many of our large industrial customers buy, you know, 900 different line items and produce the product in 26 different factories around the world. You know, and some products have inventory and some products are assured and they're expediting those products. So to get a total feel for it is very difficult. But anecdotally, as we do the analysis, we know many, many line items that have a run rate and they're not buying because they still have inventory. And on other line items, they were not buying two months ago or three months ago, and they're buying now, which means the inventory is running low.

So I think when I put it all together, I believe inventory correction will continue for some time. And our sales will continue to grow towards the more normalized levels. Exactly how far are we and when will that end, I don't think I can put a number with very high confidence.

Chris Caso: Right. I mean, it sounds like and maybe I could ask a different way, which would be easier to answer. Do you think that you're undershipping the direct customers by more or less than the distribution customers? Based on the rough analysis you've been able to do?

Steve Sanghi: Again, just directionally, during the go-go days, we prioritized shipping to direct customers more than to distributors. So direct customers got a more than fair share of the product. And therefore, direct customers in most cases build a higher amount of inventory than the distributors were able to do. So, I think just by that statement, I would say the inventory at the direct customers is probably higher than the inventory at distributors.

Chris Caso: Right. Alright. That's helpful color. Thanks, Steve.

Operator: Thank you. And your next question comes from the line of Blayne Curtis from Jefferies. Please go ahead.

Blayne Curtis: Wanted to maybe I misheard it. I just wanted to know the timing you talked about lead times extending from four to eight, six to ten, eight to twelve. Is that now, or is that where you expect it to go?

Steve Sanghi: So lead times, broadly on most of our products, lead times are four to eight weeks. But on certain products, like I said, in certain pockets, the lead times have gone longer. And some of them are six to ten weeks, and some are even headed towards eight to twelve weeks. And those are cases where we are short of lead frames or short of substrates or in a given pocket, given package type, our subcontractors are overbooked. We're trying to find and negotiate a place. So, you know, this always starts partly like this. And we have a substantial recovery to go through in our sales still. Because we're shipping so much below the end consumption.

This is just a warning shot to our customers. You know, to really bring their backlog healthy because lead time being short, you get very short-term booking, you get very short-term visibility. So it's a message to our investors, but more than that, it's a message to our customers to make sure that they look at their demand for, you know, twelve to sixteen weeks. And give us that backlog so we can buy lead frames and substrates and start wafers and do everything in the right mix to be able to meet their needs.

Blayne Curtis: Gotcha. So I think you kinda answered it, but you said that you had more bookings at this time versus last time, the same time frame last quarter. I guess, lead times, you know, kind of the duration's the part we don't know. When you look at how you set the guide, is the level of turns you're looking for in the quarter the same, or is it different?

Steve Sanghi: Yes. So July bookings were the largest bookings for any month in the last three years. Any month of June quarter, but any month of the prior three years, we had a very, very strong month of July. Now, you know, bookings every quarter are different based on how much backlog you begin with and what the lead times are. If the lead times are short, you get higher turns. If the lead times are longer, you get less. And our backlog started in September quarter stronger than June quarter. And, you know, the turns requirement is about the same. And with the same kind of turns requirement, roughly, I think we'll have a good quarter.

Blayne Curtis: Thank you.

Operator: And your next question comes from the line of James Schneider from Goldman Sachs. Please go ahead.

James Schneider: Good evening. Thanks for taking my question. I was wondering if you could maybe comment on any end markets that you think are materially lagging in terms of end demand? Steve, I know you talked about a number that are doing well as most of them, I believe. Any that are lagging? And, you know, do you see any in the ones that are lagging? The reason I asked the question is because I believe your other products didn't really grow much sequentially and think they were down slightly sequentially? Just trying to understand what happened there.

Richard J. Simoncic: I would say automotive is still lagging more than any of our other markets today. If you wanted to be specific about that. AI data centers or data centers are doing very well and recovering. Industrial, you know, some of the smaller and medium-sized customers are starting to recover. It seems that the one that's probably lagging the most is automotive at this point in time.

Eric Bjornholt: Yeah. And that other category of revenue that you're referring to is, you know, everything other than the microcontrollers and analog and includes licensing and some other things that tend to be a little bit more lumpy. So that can drive some of that fluctuation quarter to quarter, Jim.

James Schneider: Okay. That's helpful. Thank you. Then maybe just as a follow-up, relative to President Trump's press conference yesterday, he talked about tariff exemptions for companies with U.S.-based investment or increased U.S.-based manufacturing investment. Just wanted to confirm, is it your understanding that your existing U.S. manufacturing investments qualify you for that exemption, or do you have to do more or do you not know yet?

Steve Sanghi: Yeah. So I think, you know, anything President Trump says is never clear and often changes a week or two weeks later. But the way we understand what he said is it's not by products that are made in the U.S. and the products that are made overseas. So we make some products here, and we make some products overseas in TSMC and other places. So it's not that you have to pay a tariff on the products that are made overseas. But you qualify as a company. Now as a company, we make a large amount of manufacturing in the U.S. And then we also buy wafers from foundries outside.

So because we make so many investments in the U.S., and a large amount of our manufacturing in the U.S., our interpretation is that we will qualify to be exempt from tariffs. And if that is the case and if that holds, then I think we are okay. And maybe in better shape than some of our competitors, like the Japanese competitors and others.

James Schneider: Thank you very much.

Operator: And your next question comes from the line of Timothy Arcuri from UBS. Please go ahead.

Timothy Arcuri: Thanks a lot. Steve, you said bookings are the highest since July 2022, but in reference to another question, you're guiding up 5%. Yes, it is better than seasonal, but it's not that much better. And then you just said the turns are about the same in Q3, unless I miss what you said. So to me, that kind of implies that a lot of these bookings are filling in Q4, as in the December, you know, rather than, you know, calendar Q3. So is it fair that you can say at this point that December should be another really good quarter?

Steve Sanghi: Yeah. I think I'm not willing to get that far. I think I said in my commentary that I expect us to continue to be above seasonal in September, December, and even in March. You know, a good quarter is anybody's definition. I don't know. Without numbers, what that means. But what happened on July 1, our backlog for the September quarter was meaningfully higher than our backlog for the June quarter on April 1. And if you get about the same amount of turns this quarter as we got last quarter, then we'll have a good September quarter.

Having said that, you know, there are strong bookings this quarter, some are turns, and some are going into the calendar fourth quarter.

Timothy Arcuri: Okay. Thanks. And then you did say that lead times are lengthening, and you actually said you're encouraging customers to expedite orders. I think a lot of us see what happened to, you know, last cycle and worry that when we hear that, that it could scare customers off a little bit. Because of the potential to get back into a PSP sort of a dynamic. So if lead times are already sort of doubling for some products and you barely even come off the bottom, how are you managing this messaging to customers to avoid what kind of, you know, happened last cycle? Thanks.

Steve Sanghi: Well, first of all, you know, we're not asking any customers to expedite orders. We're simply asking them to place the order with a scheduled backlog. You know? So today, a lot of the orders are very short-term orders because lead times are very short. And what they need in Q4, they think they can place the order in late September and still get the product. And we're simply saying look a little bit farther ahead and lay it in the backlog for every month going out four months. Which is not the same as expediting orders. We're not asking them to take the product early. We're not trying to ship above demand.

We're simply asking them to place the orders. Secondly, we're not changing the rules of cancellation. So if they give us a higher visibility, and their demand changes, higher or lower, or they want to change the product, the product is cancelable. It's not a non-cancelable order. So they have complete flexibility. Therefore, there is no comparison to a PSP environment here.

Eric Bjornholt: Right. Yeah. The other thing that we are seeing from customers, and Steve kind of alluded to this earlier, is we are seeing them, they'll have an order already on the books, and then they ask to pull that in. And sometimes that can be challenging without visibility to be able to meet their new requested date. So, you know, having better backlog visibility helps us better service the customer. So that's really all we're saying here.

Richard J. Simoncic: Yeah. And at least having extended backlog, even if they do wind up pulling that in, that is still better for us because it allows us to plan capacity and purchase materials that we may need to build that product.

Timothy Arcuri: Okay. Thank you all.

Operator: Thank you. And your next question comes from the line of Harlan Sur from JPMorgan. Please go ahead.

Harlan Sur: Hi, good afternoon. Thanks for taking my question. Steve, on the accelerated demand signals from Asia, Asia was up about 14% sequentially versus Europe and North America at about eight. Even if I exclude the mid to high single digits millions of dollars, which may be pulled forward, Asia was still up strongly at about 12 or 13% sequentially. And then on a year-over-year basis, Asia in the first half was down only about half of what the US and Europe was through the first half of the year. So what's driving the relative strength in Asia both sequentially and through the first half of this year?

Steve Sanghi: I think a lot of the Asia strength is a proxy on what's happening in the US and Europe. Because, you know, we build our customers, you know, European and US customers build a lot of their product in Asia. So we report sales by, you know, where we sell, where we ship the product. Not where it is designed or where the origin of the customer is. So a lot of our US customers, you know, asking us to ship the product in China or Taiwan or Vietnam or Asia or wherever.

So I don't think you can quite look at it, you know, by numbers you could say, you know, Asia is stronger, but a lot of that strength is coming from US and European customers.

Eric Bjornholt: Yeah. And I think another impact that we see and saw in June is you're comparing it to March, which has the Chinese New Year. Right? So there's some of that effect that's reflected in the June results.

Steve Sanghi: That's true. More shipping days.

Harlan Sur: Yeah. That makes a lot of sense. Okay. And I apologize if I missed this. I think you did mention something about turns business, but, you know, in addition to the strong rising orders that you saw in March, June, and a cyclical recovery, we typically do see stronger turns business, right, orders placed and fulfilled in the same quarter. I know your turns business rose as a percentage of sales in March. Did that turns percentage grow in the June quarter? And what are you guys seeing thus far here in the September quarter?

Eric Bjornholt: Yeah. So I would say that, you know, turns were strong in the June quarter, and, you know, that's not surprising because we obviously beat on revenue. So turns were higher, and lead times are really short for the vast majority of products. And we would expect turns to continue to be a pretty high number for us, given where lead times are today. And, obviously, if lead times stretch, that'll change over time.

Harlan Sur: Great. Thank you.

Operator: Thank you. And your next question comes from the line of Quinn Bolton from Needham and Co. Please go ahead.

Quinn Bolton: Hi, guys. I just wanted to ask on the gross margin guidance. Can you give us some sense, what total charges for underutilization and write-offs you're assuming in that 55 to 57% range?

Eric Bjornholt: So we don't break that out. You know, we did say that we'd expect the underutilization charges to be modestly lower, and I would say that is mainly driven by activities increasing in our back-end factories. The wafer starts, as Steve indicated, are really planned to go up in December. And we expect the inventory write-offs to be lower. It's a hard number to forecast, quite honestly, but we do expect it to be lower as, you know, the comparison because we start this by looking at twelve months of trailing demand for the calculations. And that is getting to be a better metric for us with the revenue increases that we're seeing.

And then, obviously, our overall inventory dollars are coming down, which helps with that. So it will be lower, but giving you an exact number is difficult to do.

Steve Sanghi: We ship, you know, hundreds of thousands of SKUs in the quarter. So and this inventory write-off is SKU by SKU, looking at every SKU, what its inventory is, and comparing it to the last twelve months of shipments. So it's a complicated calculation, and you can't make an accurate forecast of it.

Quinn Bolton: Understood. Okay. And then the second question I have is just on those products where you're seeing lead time stretch out to the size six to twelve weeks, how much of that is sort of substrate or packaging related versus wafer related? And if it's wafer related, is it mostly outsourced wafers or internal wafers? Because obviously, wafers take probably the longest in the manufacturing cycle. So I'm kind of wondering on at least on those products where you're seeing lead times extend, why you wouldn't be increasing the wafer starts now rather than waiting to December?

Richard J. Simoncic: The majority of that is in substrate or packages, and that's typically how that all starts as business starts to turn around. We still have quite a bit of die stores or die inventory on many of our devices. So it tends to be a matter of just pulling that product out of die stores and ensuring that the substrates and the rest of the assembly materials are in place to bring that out. That's what shifts it a few weeks at a time.

Steve Sanghi: Yeah. We're not seeing shortages on our internally produced product yet. It's mostly back-end like Richard said, and, you know, there could be one or two places where, you know, we have our products coming from a large number of fabs at foundries because this company is built up of acquisitions with Microsemi and Atmel and SMSC, and everybody bought product from different fabs. So we buy product from a large number of fabs, and I think there are a handful of fabs where certain nodes are constrained. So just very, very spotty. There are a few places where, you know, external die is constrained, we're trying to beef that up.

But all the rest of it in Foundry and all of the internally we are printing a capacity, and we're printing a die.

Quinn Bolton: Yeah. But it sounds like it's more back-end than front-end at the current point in time.

Eric Bjornholt: You're correct. Yeah.

Quinn Bolton: Okay. Thank you.

Operator: Thank you. And your next question comes from the line of Joshua Buchalter from TD. Please go ahead.

Joshua Buchalter: Hey, guys. Thank you for taking my questions. Maybe a follow-up on Quinn's. Can you maybe speak to us about what it, you know, what you're looking for that's gonna give you signal that it's all clear to raise utilization rates? Is there a certain inventory target? Is there sell-through demand that you're looking for? I guess I'm curious to hear why there's so much conviction that December will be the right time given you are seeing some cyclical signals improving and, you know, while at the same time, levels are elevated, just curious to how you're thinking about that holistically? Thank you.

Steve Sanghi: So I think the fact is that our current production output from our two fabs with the third fab closed is so far below our shipment rate that if we do not start increasing utilization in the fabs, then there'll be a point where we'll have to double the capacity just to get to the shipment rate. And fabs take a long time to ramp. You can, you know, grow a certain percentage every quarter. So therefore, we have a forecast over the next two years and how much die will be needed for that. Bounce off the die inventory, how long will it take for that to deplete?

And then what is the rate of growth by which we can grow our both Oregon and the other fabs? And then that is solving a math problem on when we need to begin.

Joshua Buchalter: Okay. Thank you. And oh, go ahead.

Steve Sanghi: Oh, you just have to begin well before, you know, well before your die inventory goes too low. Because once the die inventory goes too low, you know, then you get in trouble very rapidly because we're producing only half the product that we need every quarter.

Joshua Buchalter: Okay. Thank you. And I guess on, you know, on that note, understand you don't want to break out the auto utilization and write-down charges, you know, by quarter. But any rules of thumb that we should think about as to how those charges should unwind? Is there a certain revenue level? Or any other factors that we could think of, again, as we think about modeling those charges coming out of the model? Thank you.

Steve Sanghi: I think we gave you incremental gross margin. Didn't we give you incremental gross and operating?

Eric Bjornholt: We did. But maybe it'd be helpful to say that, you know, we expect those underutilization charges to take longer to come out of the system than the inventory write-offs. Like, the inventory write-downs happen quicker, and the ramping of our factories will be gradual over time. So, hopefully, that helps a little bit.

Joshua Buchalter: Yeah.

Steve Sanghi: Okay. Thank you both.

Operator: Thank you. And your next question comes from the line of William Stein from Truist. Please go ahead.

William Stein: Great. Product gross margin, as you highlighted, was 66.3%. And your long-term target is lower than that at 65%. And I wonder, does that imply that you're somehow exceeding your long-term target because of mix or pricing or maybe help us reconcile why product gross margin once these unusual charges go away would decline from where it is now.

Steve Sanghi: But, you know, number one, charges don't ever go to zero. Now there's always some mix issues where certain product is built and the demand went away. You know, number two, when you're 12 percentage points away, you know, I wouldn't quibble about a percent here and there. You know, what I'm simply trying to say is many investors ask us, how are you confident that you'll get to 65 gross margin? And we're saying that, you know, that is achievable based on the math.

William Stein: But is mix or something else going to change such that, you know, perhaps it's the defense end market exposure that's quite high now and as that mix normalizes, does that have an effect of dragging gross margins?

Steve Sanghi: You know, we ship hundreds of thousands of SKUs every quarter. We, you know, have 20 business units, some exchanges every quarter. You know? Some of our, you know, so if I think you're making too much of that, you know, 65 versus 66, I don't differentiate those two numbers.

Eric Bjornholt: Yeah. I would agree with that. And, you know, you shouldn't look at this, but long-term, we think that our product gross margins are going to go down. You know, we're introducing lots of really high-margin products. You know, we talk about 10-based T1S, you know, our Ethernet products. Those are going to be higher than corporate average. You know, we have a lot of confidence in how our FPGA business is going to grow over time. That's higher than corporate. So there's a lot of moving parts there, William. I understand your question. But, as Steve said, we're really just trying to frame this that we have confidence in getting to our long-term model.

And, you know, the mix will have some effect over time, but we've got high confidence that we can get there, and it's just going to take us some time.

William Stein: That helps a lot. If I could squeeze one more in. If sell-in and sell-through sort of continue in September as they did in June, you should be pretty well aligned by the end of the quarter. Is that the right way for us to think about this such that maybe by the time we get to December, we're looking at sell-in being aligned or maybe even higher than sell-through?

Steve Sanghi: I would not think that. I think there is a lot of slow-moving product in distribution. We call it sludge. And it's just not a perfect mix. You know, the product it was bought two years ago in a certain mix, the demand always comes out in a different mix. So I think this will take, you know, more than just the September to close. We're not telling you that September will be sell-in and sell-through will be equal.

Eric Bjornholt: Yeah. There'll be a difference still. And, you know, I've kind of been saying, you know, I think maybe by the end of the fiscal year, we're pretty much aligned, but that's a guess.

Steve Sanghi: Yeah.

William Stein: Thank you.

Operator: And your next question comes from the line of Christopher Danely from Citi. Please go ahead.

Christopher Danely: Just real quick on the incremental gross margins. Eric, I think you said 76% for the September or excuse me, for the June quarter? The December quarter, since you guys are turning the fabs back on or at least increasing utilization rates, would that incremental gross margin go up? And if so, roughly how much?

Eric Bjornholt: No. I think it will be roughly in that same ballpark. If you look at our guidance, you'd look at the revenue change and where we've guided gross margin to. I think it'll be about the same. And I think our fall through to operating profit too would be in a similar range to what we saw in June.

Christopher Danely: Great. Thanks. That's super helpful. And then a question for Steve. So, Steve, now that you've been back in the front seat of the Microchip Technology Incorporated minivan here for, you know, a good nine months, how would you describe Microchip Technology Incorporated's competitive positioning, especially on microcontrollers? Are you, you know, have you seen any improvement? Has it been better than you thought, worse than you thought? How do you see your share going forward? Maybe talk about a, you know, path to gaining back market share. Anything there?

Steve Sanghi: So I think, you know, market shares are kind of hard to decipher when you're dealing with such a large inventory change. When you, you know, simply measure by revenue divided by the total revenue of the industry, it would seem that the market share is much lower. But if some of that revenue comes back when our customer's inventory goes away, and if you grow higher than, you know, the overall industry, which seems to be the case, I have compared, you know, our numbers against semiconductor industry's June ending report for microcontrollers. And we grew substantially more in microcontroller. Can we grow double digits roughly?

Eric Bjornholt: We did. Yes. Yeah.

Steve Sanghi: And the industry was up only about six, six and a half percent sequentially. So that means, you know, we gained share in the June quarter. So some of that share gain is coming back. I think it's going to take a little longer for us to go down this journey before we can really tell what happened. But one of the things which we have corrected is we were weaker at the very low end of 32-bit microcontrollers because we were serving those functionalities with 8-bit microcontrollers. And as customers wanting to be in 32-bit microcontrollers, we had a good portfolio of midrange parts and high-end parts, but we didn't have entry-level parts.

You know, we were competing with 8-bit on that. And I think that's one thing I corrected after I returned. And there are, you know, a couple of very, very good low-end 32-bit parts that we're developing at a very, very good price point. So for one of them gets introduced to the market nearly the start of the next calendar year. So those will strengthen our position further. But I think, you know, more than that, there are a few things we have done. One other thing was, you know, for 8-bit and 16-bit, we had our own proprietary architecture. You know, thick architecture. We didn't use ARM or anybody, any industry standard architecture. All the tools were ours.

We developed our own tools. So when we went to 32-bit microcontrollers and adopted ARM as well as MIPS to build it, our internal strategy remained that we brought those parts on our own tools, which were proprietary tools. And ARM has a substantial market share at a 32-bit level. All of the competitors build ARM-based products, and many of those companies don't even build the tools because they just simply send the customers more industry standard tools from like IAR and Seger and others. Kyle and a number of other companies. So, basically, when we compete with a customer, you know, we're trying to jam our proprietary tool where they already have an industry standard tool.

And if our products will simply work on that industry standard tool, we'll have a lower resistance level. So I think that's one thing we have changed, you know, in the last nine months where we have enabled all of our 32-bit products to be able to run on industry standard tools. And we're even working with one company at least who will even support our 16-bit DS tech on industry standard tools. So there are, you know, things we are doing to make our lines more competitive, make it easier for our customers to do business with and adopt products.

The other thing that Richard talked about was this coding assistant that we have developed, is a first in the industry, and we're giving it to our customers. It saves almost 40% time for development. It basically writes a code for you. And nobody else has come up with a tool like that. So, you know, everybody would, but we're the first. So, you know, I would say, you know, I think our position is still good, still very competitive. But we did lose share with our PSP strategy. And we hope that some of it is not permanent. And as our sales are growing, we will come back.

Christopher Danely: Alright. Thanks a lot, Steve.

Operator: Thank you. And your next question comes from the line of Tore Svanberg. Thank you. Please go ahead.

Tore Svanberg: Yes. Thank you. I had a question on the pace of the decline of the underutilization charges. So I appreciate you're going to start increasing utilization in December. And I think right now, obviously, those charges are coming down by a few million dollars, obviously, because you still have inventory. But when do we see more step function, you know, in the utilization charge? Is that going to be when you get to that 130, 150 inventory day target, or could we potentially already see it before you get to that level?

Steve Sanghi: It would happen well before that. As I said, if we wait till the inventory comes down to between 130 to 150 days, then we're going to require a very large step function increase in our fabrication output in the following quarter, which is impossible. So therefore, you have to grow over five, six quarters, and we have to start much earlier. So utilization will start improving, you know, well before our inventory gets to those kinds of levels. I think you should see a substantial improvement in utilization probably in December and then continue every quarter after that.

Tore Svanberg: Yeah. That's great color. And then on your cash flow, so great to see the cash flows are now going to be big enough to cover the dividend. You did say that any excess cash flow is going to be used to pay down debt. What's sort of the new target level for debt? That we can try and understand when the buybacks are going to start to pick up again?

Steve Sanghi: So I think what we have said is, and I have this only number as approximate, you know, as may have one number. I think we borrowed about through this quarter, we would have borrowed about $300 million. It's about $350 million to cover the dividend in the last x number of quarters since cash flow became less than the dividend. So the next $350 million of excess cash flow over the dividend will go to bring that debt back to where it really was. So that's factor number one. And factor number two is, you know, our leverage is still very high. We just finished the quarter with a leverage of 4.2.

And if you recall, when we started to increase the dividend and started to buy back, you know, stock and all that, we had said we want the leverage to one and a half or lower. So it's quite a way to go before we, you know, get back to that kind of leverage and a very strong investment-grade rating. So I wouldn't look for a, you know, stock buyback in the near term.

Tore Svanberg: Great color. Thank you, Steve.

Operator: And your next question comes from the line of Vijay Rakesh from Mizuho. Please go ahead.

Vijay Rakesh: Yes. Hi, Eric and Steve. Just a question on the underutilization charges. I think your inventory write-downs and underutilization charges are running fifty-fifty. Do you guys think most of the inventory write-downs get done by September?

Eric Bjornholt: I don't. I don't. I think it takes longer than that, Vijay. But what we expect is that the amount of the inventory write-downs will continue to decline as we move through the fiscal year. So, you know, it's going to take some time, but the charge dropped from $90 million to $77 million last quarter. We expect it to be lower than the $77 million this quarter, and that cadence to continue now for multiple quarters as we see into the future. And underutilization, I think we've talked about a little bit more in response to some of the other analyst questions. It's going to go down modestly this quarter.

And when we increase wafer starts in the factories in December, it will take another step function down. But that one's going to take a little bit longer because we are significantly underutilizing our factories today. And we'll grow it back over time as inventory declines and revenue improves.

Vijay Rakesh: Got it. And, Steve, in response to your section 232 on some of the exceptions that could get with investing in the US, is your understanding that, you know, I'd put you at a much better version versus, this STMicro and Infineon and some of your peers there? Thanks.

Steve Sanghi: Well, I would hope so. I don't really know fully, you know, what the rules are. But I think we produce a higher percentage of our product in the US, you know, than some of the companies you mentioned do. But I don't know whether it makes a difference what percentage it is. I think it's going to be more black and white. If you do some manufacturing in the US, then you know, you qualify for no tariff. I don't know what the rules will be. You know, I think some of those companies have fabs in the US. Some others don't. And I don't know the rules clear enough to be able to interpret that.

I hope we have an advantage. But I'm not sure.

Vijay Rakesh: Got it. Thank you.

Operator: Thank you. And your next question comes from the line of Christopher Rolland from Susquehanna. Please go ahead.

Christopher Rolland: Hey, thanks for the question. Just maybe a clarification or just understanding tone here. I guess, first of all, typical seasonality for December and March, I know it changed since the addition of Atmel. I think the last up down 5% in December and negligible for March, but down a little bit. Maybe if you could update us on that. And then, Steve, you said, you know, you thought you'd be better than the seasonal, but you know, I think the street was at plus 5% or something like that for the December quarter. So like, is that tone as much as 1,000 basis points better than seasonal? If you could update us there, that'd be great.

Eric Bjornholt: Let me maybe start by saying, you know, I don't think seasonal in December is down 5% for us. I think maybe it's down a couple percent. And then maybe seasonal, you know, it's been a long time since we've been seasonal, but maybe seasonal in March would be up a couple percent. So maybe start with that. And, you know, we are not at a point where we want to provide any guidance or able to provide any guidance yet for December. We think our business is trending in the right direction. But, we're not ready to provide. So I'll start with that and see if Steve wants to add anything to it.

Steve Sanghi: I think exactly I wanted to say that, you know, your numbers have a larger bracket on it. I think December is usually down a couple and March is up, you know, two or three maybe. I'm sorry. Up by, you know, two or three. And my expectation is that the business would be better than seasonal in those both quarters without being able to put numbers on it.

Christopher Rolland: Okay. Thank you for that. And then secondly, maybe on AI, I know there was some stuff in the prepared remarks, but you guys had any updates on the percentage or the dollars contributed from AI and if there were any products that are just going gangbusters just above your expectations, whether they're, like, PCIe switches or retimers or FPGAs, or timing products, just anything that's significantly outperforming your expectations. Around AI, that would be great.

Eric Bjornholt: But we haven't broken that out.

Richard J. Simoncic: So we are seeing more and more uptick from our customers using the tools. You know, it's still relatively new. We just launched this in the February time frame in terms of AI code support. It's been used behind our firewall for over a year by our internal engineers and our support engineers supporting customers. And it's improved productivity within our own engineering force quite a bit. On the FPGA front, where we're seeing most of the uptick are used of AI is in vision detection or vision systems. For detecting people or visual inspection in factories are probably the fastest growing areas that we're seeing AI and acceleration used in our products.

Christopher Rolland: Yeah. Any data center products not the AI coding tool. I apologize.

Richard J. Simoncic: No. We have not put out data in terms of pertaining to the AI coding tool. In terms of what it benefits. Right now, the only number that we've given is that typically, customers and engineers that are using it are reporting about a 40% productivity improvement. Which in the end translates to time to revenue improvements.

Christopher Rolland: Thanks, guys.

Operator: Thank you. And your next question comes from the line of Janet Ramkissoon from Quadra Capital. Please go ahead.

Janet Ramkissoon: Congratulations and a nice turnaround, guys. Most of my questions have been asked, but just a couple of little things. Given the recent decline in the US dollar, how does that affect you? And if we see higher budget deficits and higher need to sell more debt and which may lead to a further decline in the dollar, how is that likely to affect you in the next couple of quarters?

Eric Bjornholt: Yeah. So, you know, the foreign currency fluctuations don't have as large an impact on us as some of our competitors that are not as US-based as us. You know, we really sell 99% plus of our revenue is in US dollars. A lot of our assets are going to be US dollar-based. So I think that the impact to us is smaller than what you would see with some of our European competitors as an example.

Janet Ramkissoon: Okay. And secondly, if I may, any comment about your Chinese business or trends? Any insights into what's going on in that market? Thank you.

Steve Sanghi: Chinese business? I think our business in China was very strong. It bounced back very strong from March, which is the Chinese New Year quarter to June, up, I think, 14% or something. So our business is doing very, very well. You know, everybody is talking and concerned about what's gonna happen with tariffs. And I think that's dominating the agenda. But on a business level, it's not really having an impact today.

Janet Ramkissoon: Okay. Thanks very much. Congrats again.

Operator: Thank you. There are no further questions at this time. I will now hand the call back to Steve Sanghi for any closing remarks.

Steve Sanghi: Well, I want to thank all the investors and analysts for hanging in with us. I think we're on our way to making a very, very strong recovery from the, you know, lows in the business environment. And we'll see many of you at a number of conferences we'll go to starting early September, I think.

Eric Bjornholt: Yeah. We actually have a conference as early as next week. So we'll be at a lot of conferences this quarter, and we look forward to further discussions with everybody.

Steve Sanghi: Thank you.

Operator: This concludes today's call. Thank you for participating. You may all disconnect.

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Rocket Lab (RKLB) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

Date

Aug. 7, 2025 at 5:00 p.m. ET

Call participants

  • Chief Executive Officer β€” Peter Beck
  • Chief Financial Officer β€” Adam Spice
  • Head of Communications β€” Murielle Baker

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Takeaways

  • Total revenue-- $144.5 million (GAAP) for Q2 2025, representing 36% year-over-year growth and 17.9% sequential growth, above prior guidance.
  • Space systems revenue-- $97.9 million, a 12.5% sequential increase, driven by satellite components businesses.
  • Launch services revenue-- $66.6 million, a 31.1% sequential increase, with growth from Electron, Neutron, and Haste missions.
  • GAAP gross margin-- 32.1%, exceeding the 30%-32% guidance range, due to higher Electron average selling price and favorable product mix.
  • Non-GAAP gross margin-- 36.9%, above the 34%-36% guidance, benefitting from increased component sales.
  • Total backlog-- Approximately $1 billion, with 41% allocated to launch and 59% to space systems.
  • Backlog recognition outlook-- 58% of backlog expected to be recognized as revenue within the next twelve months.
  • Electron launches-- Five launches completed in Q2 2025, including two back-to-back within two days and four in June.
  • Electron international contracts-- First direct European Space Agency contract for a navigation constellation satellite pair and another sovereign space agency launch deal signed.
  • Backlog additions-- Three Neutron missions currently in backlog, with further demand expected after a successful test flight.
  • NASA and ESA contracts-- New NASA mission contract for early 2026 launch and first direct ESA mission confirmed this quarter.
  • GEOST acquisition status-- Antitrust review cleared; closing expected imminently, adding missile warning sensor manufacturing and vertical integration in payloads.
  • Adjusted EBITDA loss-- $27.6 million, better than guidance of $28 million-$30 million, due to higher revenues and gross margins, partially offset by increased R&D spend.
  • GAAP operating expenses-- $106 million, above the $96 million-$98 million guidance, mainly from higher Neutron development and headcount-related expenses.
  • Non-GAAP operating expenses-- $86.9 million, above guidance, reflecting Neutron-related prototype and production scaling.
  • Total headcount-- 2,428 at quarter end, up by 85 from the prior quarter, with increases in production, R&D, and SG&A.
  • Capital expenditures-- $32 million in Q2 2025, up $3.3 million from Q1, supporting Launch Complex 3 construction, engine test facilities, and Neutron development.
  • GAAP operating cash flow-- Negative $23.2 million, improved from negative $54.2 million in Q1, driven by increased cash receipts from satellite programs.
  • Non-GAAP free cash flow-- Negative $55.3 million, improved from negative $82.9 million in Q1, with continued usage tied to Neutron development and infrastructure investments.
  • Liquidity-- $754 million in cash, cash equivalents, restricted cash, and marketable securities, enhanced by a $300.8 million at-the-market equity raise for M&A and corporate purposes.
  • Neutron development progress-- Flight hardware completed for shipment, Launch Complex 3 site opening scheduled for Aug. 28, production capacity for up to three vehicles in 2026, and first Neutron launch targeted by year-end 2025.
  • Engine manufacturing capacity-- Archimedes engine production line established with output of one engine every eleven days and ongoing qualification testing with three to four hot fires per day.
  • Regulatory progress-- FCC license secured for Neutron, FAA launch license application accepted, and all necessary transport and site agreements in place for Wallops Island.
  • Electron launch outlook-- 20 or more launches expected for full year 2025, including three Haste missions in the second half.
  • SDA Tranche 2 program-- Satellite production entered full-scale phase, increasing revenue recognition and positioning for future Tranche 3 opportunities.
  • Golden Dome program opportunity-- Positioned to participate as a prime, sub, or component supplier in the $175 billion Golden Dome next-generation missile defense program.
  • R&D spending-- GAAP R&D expenses increased by $11 million sequentially; R&D headcount increased by 12 in Q2 2025.
  • Outlook β€” Q3 revenue-- Forecast revenue between $145 million and $155 million, with further gross margin improvement anticipated for both GAAP and non-GAAP metrics.
  • Outlook β€” Q3 gross margin-- Expected GAAP gross margin of 35%-37% and non-GAAP gross margin of 39%-41%, reflecting improved Electron pricing and overhead absorption.
  • Outlook β€” Q3 operating expenses-- GAAP operating expenses estimated at $104 million-$109 million; non-GAAP operating expenses expected at $86 million-$91 million, mainly from continued Neutron development spending.
  • Outlook β€” Q3 adjusted EBITDA loss-- Forecast adjusted EBITDA loss to improve to $21 million–$23 million as higher revenue and margins offset ongoing investment.

Summary

Rocket Lab(NASDAQ:RKLB) reported record quarterly revenue, driven by both launch services and space systems, and advanced its Neutron launch vehicle program with key manufacturing and regulatory milestones. The company secured new contracts with NASA and the European Space Agency, expanded its backlog to $1 billion, and is nearing completion of the GEOST acquisition to enhance its payload and sensor capabilities. Management highlighted operational agility with rapid Electron launch turnaround and noted that positive free cash flow is more likely in 2027 due to ongoing Neutron investments. Liquidity was strengthened by a significant equity raise, supporting both organic and inorganic growth initiatives.

  • Management stated Electron launches in June 2025 set a "record turnaround," demonstrating infrastructure optimization.
  • Peter Beck said, "For us, a successful launch of Electron will be a success, you know, successfully getting to orbit. And making sure the vehicle is ready to scale," clarifying high standards for Neutron's first flight.
  • Management noted that positive free cash flow is "much more likely to be in 2027" given ongoing Neutron scaling investments, even under a success scenario.
  • Adam Spice reported that in the first half of 2025, Solero solar business gross margin exceeded long-term 30% targets, contributing to normalization of space systems margin profile.
  • Three Neutron missions are already present in backlog, but management anticipates considerable demand to be "unleashed" post inaugural Neutron launch, particularly from risk-averse commercial and government clients.

Industry glossary

  • Electron ASP: Average selling price for the Electron small launch vehicle, reflecting contract value per launch excluding ancillary services or bespoke configurations.
  • Haste: A variant of Rocket Lab's Electron vehicle specialized for hypersonic test payloads and suborbital flight for missile defense applications.
  • Golden Dome: U.S. Department of Defense's next-generation missile defense program, representing a large, multi-year space and national security procurement.
  • SDA: Space Development Agency, a U.S. agency overseeing proliferated satellite constellations for national defense.
  • Tranche: A defined batch or phase of contract awards, often used in reference to satellite constellation deployments and procurement cycles within government space programs.
  • Archimedes engine: The primary engine under development for the Neutron launch vehicle, designed for reusability and diverse flight profiles.
  • Solero: Rocket Lab's integrated solar manufacturing business segment, supplying space-grade solar arrays for satellites and spacecraft.
  • LC III (Launch Complex 3): Rocket Lab's new Virginia-based launch pad dedicated to Neutron missions and NSSL program activities.

Full Conference Call Transcript

Murielle Baker: Thank you. Hello, and welcome to today's conference call to discuss Rocket Lab USA, Inc.'s Second Quarter 2025 Financial Results. Before we begin the call, I'd like to remind you that our remarks may contain forward-looking statements that relate to the future performance of the company. These statements are intended to qualify for the safe harbor protection from liability established by the Private Securities Litigation Reform Act. Any such statements are not guarantees of future performance, and factors that could influence our results are highlighted in today's press release. Others are contained in our filings with the Securities and Exchange Commission.

Such statements are based upon information available to the company as of the date hereof and are subject to change for future developments. Except as required by law, the company does not undertake any obligation to update these statements. Our remarks and press release today also contain non-GAAP financial measures within the meaning of Regulation G enacted by the SEC. Included in such release and our supplemental materials are reconciliations of these historical non-GAAP financial measures to the comparable financial measures calculated in accordance with GAAP. This call is also being webcast with a supporting presentation, and a replay and copy of the presentation will be available on our website.

Our speakers today are Rocket Lab USA, Inc. founder and chief executive officer, Peter Beck, as well as chief financial officer, Adam Spice. They'll be discussing key business highlights, including updates on our launch and space system programs, and we will discuss financial highlights and outlook before we finish by taking questions. So with that, let me turn the call over to Peter Beck.

Peter Beck: Thanks, Murielle, and thanks to everybody joining us today. Look, we've delivered impressive financial results this quarter with another record revenue of $144.5 million, above the high end of our prior guidance and up 36% compared to last year. Our GAAP gross margin expansion exceeded expectations as quarter two, and the consecutive growth of the company is really exciting to drive. No surprises here that Electron continues to be the leader of the small launch industry. We had five launches across the quarter, two of them back to back from Launch Complex 1 in two days. Demand for its services is also increasing from different countries, with multiple international space agencies signed up for Electron launches this year and next.

We made rapid progress towards the pad with Neutron this quarter. Launch Complex 3 is ready for its grand opening, and we've got the first rocket parts on their way to Virginia. More to share across the program in the up and coming slides here. And finally, in space systems, our prime contractor status is expanding with our imminent acquisition of GEOST. Being able to quickly build and deploy entire satellite systems is the cornerstone of the future US defense strategy. And we're in a prime position to play within those large opportunities within launch spacecraft, and now payloads added to our end-to-end capabilities. So let's get into those details now.

We're very close to finalizing the acquisition of GEOST, a maker of missile tracking satellites for national security missions. Having cleared through the antitrust review, we're on track for signatures on paper here pretty shortly. I'll let Adam take you through the financial details later, but if there's one thing to take away from this deal, it's adding payloads on top of launch and spacecraft really cements their status as a one-stop shop for national security. We're already a trusted disruptor in the launch and prime contractor for Constellation Builds. And this acquisition adds to our competitive advantage. It will bring an extensive inventory of space-based missile warning sensors and manufacturing facilities in Arizona and Northern Virginia.

That secures the domestic supply chain of this critical technology for next-generation missile defense initiatives, like the Golden Dome and SDA constellations. The $175 billion Golden Dome program could prove to be one of DOD's largest procurements to date, and we're in a great position to capitalize on opportunities here. Our strategic investment and the way that we've scaled the company to uniquely meet its needs positions us strongly to win either as a prime contractor, even as a sub, or even as a component supplier. Our pursuit of the Golden Dome extends just beyond payloads. Across its entire ecosystem, we have the technology and capability ready to serve.

We operate the world's most reliable and responsive small launch vehicle, Electron, operating at the fastest cadence of any small launch vehicle in history, having just completed its sixty-ninth launch. With our hypersonic testing variant, Haste, we are revolutionizing the way missile defense technology is tested in a hypersonic environment. A new reusable rocket, Neutron, perfectly answers the call for a diversified launch of the national security and can deploy entire constellations of spacecraft at once to build out the dome's proliferated architecture. We've already won more than half a billion dollar contract with the FDA to build and operate a significant piece of their PWSA network. There's a golden opportunity to build upon that here with our existing capability.

And, look, the list goes on. But I won't belabor the point. Our advantage is our commercial speed and proven execution. The way programs like this have been built in the past, dominated by the large defense primes, just won't work the same time this time around to meet the administration's urgent timeline. It needs agility and innovation, vertical integration, and on-time delivery and execution. That's what we've delivered time and time again across our programs to date, and what we stand ready to deliver for the Golden Dome. There's no better mission on the books that demonstrates the full depth of our capabilities than the Victor's Hayes mission for the Space Force.

Across its tactically responsive space program, we're the only provider delivering a complete end-to-end launch plus spacecraft solution. We're bringing the full stack of offerings across the satellite design, component integration and testing, flight software, ground, mission, and launch license and the launch itself and on-orbit operations. We own the entire mission life cycle and its capability for national security that very, very few others can provide. It's also a great demonstration of how commercial capability like ours can be leveraged to bring the concept of responsive space into operational reality. Exactly what the US administration is seeking with Golden Dome.

This mission has a twenty-four-hour call-up requirement, which quite frankly is business as usual for Rocket Lab USA, Inc. these days, and we recently cleared the program milestone, Victor's Hayes. That moves us into the final integration and testing phase of our spacecraft for the mission and launch of Electron later this year. Another program with major milestone tick is a transport layer constellation bill for the SDA. The program has signed off our satellite design and approach for manufacturing, which means we can now move into full-scale production of these 18 spacecraft and further revenue from this $515 million program.

As this constellation gets underway, we're also preparing for a much larger opportunity within the SDA and its next tranche of satellite contracts. This is where our strategy of bringing key satellite technologies in-house makes us an attractive commercial partner. Our incoming sensor payloads, for example, are also in play for an SDA award and through other bidders. We can control the cost and reduce the schedule risk through our vertical integration in a way that others can't, and we hold the keys to that technology and components that are foundational to these contracts. Excuse me. And finally, for space systems, another strategic area of focus for this past quarter has been in supporting the administration's plans for Mars exploration.

It was great to see a $700 million provided for a Mars telecommunications orbiter in a recent budget. The path to Mars for human spaceflight must begin with the ability to communicate there. And this is something that we've always strongly pushed for. In fact, we were the only company that proposed an independently launched Mars telecom orbiter as part of the end-to-end, Mars sample return mission. So our ambition is clearly in line with the administration's vision for Mars. Much of our technology is already across major Mars missions like NASA and Sight Lander, the Ingenuity helicopter, the cruise stage that brought perseverance to Mars, and, of course, the escapade spacecraft that are ready for launch here soon.

We have got the experience in delivering mission success for Mars exploration and a vertically integrated approach reduces complexity, controls, and provides schedule certainty, all under a firm fixed price. Now on to Electron. Once again, another busy quarter for Electron as demand and launch cadence continues to soar. The beauty of Electron is being able to choose when, where you want to fly. Sometimes for us, that can mean flying very in very close succession, like the four launches in four weeks that we saw in June. And two of those flew just days apart, a record turnaround for us at Launch Complex 1.

We've since racked up launch number 69, and number 70 is scheduled for lift-off next week, keeping us on track for 20 or more launches by this year's end. These missions are a great showcase of how quickly we can turn around launches as the manifest demands. With the infrastructure, production, and capability to place and support a launch a week, as the demand for small dedicated launch continues to expand. Beyond Electron's proven heritage as America's most frequently launched small rocket, international space agents are coming to rely on it for access to orbit as well.

We signed our first direct launch contract with the European Space Agency this quarter to launch a pair of satellites for the continent's future navigation constellation before the end of this year. The mission urgency stems from ESA's need to meet spectrum requirements by early 2026. But with few domestic rides to space available for them, Electron is stepping up to the task of responsive launch. It's a similar situation faced by another sovereign space agency that came calling for Electron too. I can't quite reveal the full details of those missions yet, but it's fuel on the fire to Electron's international expansion and leadership as a small lift in the smaller market globally.

Now to cap off the list of space agency launch contracts, we secured another NASA mission on Electron for launch early 2026. Time and time again, we've proven Electron to be the premier small launcher for NASA science missions, and we're looking forward to delivering the same, precise orbital deployments that they've come to expect. Now on to our Neutron update, for the quarter. Let's start with a top-down view of where things stand today. We're building more than just our first rocket. We're laying the foundation for long sustainable programs. We know that from experience that building the first one is hard, building the system that gets you to launch number ten and twenty and beyond is much harder.

Most of the capital of any rocket program goes into building out the infrastructure. And we believe we've got all the critical elements in place now. Our launch and test sites are substantially complete. Recovery infrastructure is on track. The Archimedes engine manufacturing line is now capable of knocking out an engine every eleven days, and we believe that we've scaled our operations to be ready to support, to move into multiple flights a year after the first launch gets off the ground. On the launch vehicle side, the teams are working literally day and night to get Neutron to the pad.

We're in a good spot with lots of core elements like the hungry hippo faring, major structures, second stage, engine qualification, etcetera. It's a green tick for stage two flight hardware and its qualification program. The brains of the rocket, the flight computer and GNC, are ready for flight. So lots of green across the vehicle as you'd expect. There's been lots of action on the regulatory approvals front as well. We've been grounded at FCC license for Neutron's first launch. And the FAA has accepted our launch license application that puts us on track for a launch license to fly from Complex 3 by the end of the year.

We've also had the critical agreements in place to transport flight hardware to the launch site on Wallops Island. You've likely seen a bit of activity on that front around expanding our operations and dredging in the channel, but these improvements are related to increasing operational flexibility as launch cadence up. It's not a gate to Neutron's debut. Importantly, the schedule is not sequential. Everything is happening in parallel, and a lot of the progress markers that are underway or still pending are probably gonna stay that way up until just before we launch.

There are still some risks to retire, like propulsion and full integration of stage one testing, which we're taking our time on to make sure we're successful. And when the rocket is on the launch pad. But over the next few slides, I'll take you through the latest engineering updates and lay out the current expectations for the next few months ahead. First up, an exciting moment on the path to launch. Neutron's flight hardware is on its way to the launch site. Over the past couple of months, we've put the second stage through many, many tests to validate its readiness for launch.

Having completed its critical testing phase, it's headed to the Launch Complex 3, for final integration in preparation for stage testing at Wallops Island. Large structures that make up the first stage, like propellant tanks and thrust structures, are expected to be on the test stands before they're shipped out to the launch site shortly. Once they've completed a major structural test, they'll progress into a final integration and stage testing. As we move out of R&D into production for the next rockets in our fleet, our factories are all humming. We've automated the production of the largest composite rocket structures in history with our 90-ton AFP machine that we installed there last year.

We're pulling flight parts off the machine now for the stage one barrels and the pallet domes. And it allows us to scale efficiently. And we've made long lead commitments for manufacturing equipment that puts us in a good place to build three vehicles next year. For Archimedes, engine testing is accelerating. And this is the most crucial and time-consuming aspect of any rocket development program and always the longest pole in the tent. We're running the engine to full mission duration and the operational test cadence is hitting up to three or four hot fires a day now, seven days a week. As we work diligently through all the engine qualification program.

In between hot fires, the team's making improvements and iterating on the design quickly, then getting right back into the next engine test, fire it on the stand. We expect these tweaks to, all the way up to Neutron's debut launch and beyond. For those who are interested, take a look at the latest mission duration fire video we just shared. Moving on to launch complex 3, I'm pleased to say that we have an official date for the site opening later this month. The team in Virginia is well and truly into Launchpad activation. While we close out the final construction activities.

The water deluge system was activated last quarter, and now the team is meticulously making their way through system by system to prepare for static fire operations on the launch mount once the flight hardware arrives. Launch Complex 3 is set to be a hugely important national asset. There's a spaceport bottleneck at the other federal sites right now, and that shows how important launch site diversity really is. National security must take priority, and, with Neutron onboarded to the NSSL program earlier this year, a rocket will be the first to fly for NSSL out of Virginia when we pick up missions under that contract. We'll be cutting the ribbon for Launch Complex 3 on August 28.

We're also opening up a limited number of spaces for retail shareholders to join us on Wallops Island. So I encourage anybody who is interested to check out the details on our website. All in all, we continue to push extremely hard for end-of-year launch. We're continuing to run a green light schedule with Neutron, which means every single thing needs to go to plan for the schedule to hold. But I also want to stress that we're not gonna rush and take stupid risks to get, you know, a launch Neutron before it's ready. In the context of the life cycle of the vehicle and the program, a couple of months here or there is completely irrelevant.

What's really important is performance reliability, scalability right from the get-go. There'll be no cutting corners here to just rush to the pad for an arbitrary deadline. I think everybody has heard me say it before. In fact, I'm a little bit infamous for it now. I'm not built to build shit. So with that, I'll hand it off to Adam, and he can run through the financial highlights for the quarter.

Adam Spice: Great. Thanks, Pete. Second quarter 2025 revenue was a record $144.5 million, which was above the high end of our prior guidance range and reflects significant year-over-year growth of 36%, driven by strong contribution from both business segments. Second quarter revenue increased 17.9% sequentially. Our space system segment delivered $97.9 million in the quarter, reflecting a sequential increase of 12.5%, driven by increased contribution from each of our satellite components businesses. Our launch services segment delivered revenue of $66.6 million, reflecting an increase of 31.1% quarter on quarter. Now turning to gross margin. GAAP gross margin for the second quarter was 32.1%, above our prior guidance range of 30% to 32%.

Non-GAAP gross margin for the second quarter was 36.9%, which was also above our guidance range of 34% to 36%. The sequential increase in gross margins is primarily due to an increase in Electron ASP, paired with favorable mix within our space systems business, driven by increased contribution from our higher margin component sales. Relatedly, we ended Q2 production-related headcount of 1,150, up 62 from the prior quarter. Turning to backlog, we ended Q2 2025 with approximately $1 billion of total backlog, with launch backlog representing approximately 41% of this, and space systems 59%.

In the quarter, launch backlog continued to take increasing share with promising underlying trends as we convert a very strong pipeline of Neutron, Electron, and Haste opportunities. Space systems bookings remain lumpy given the timing of increasingly larger needle-moving customer and program opportunities remains at a healthy level despite a step up in revenue run rate for the past few quarters. Upon the anticipated near-term closing of the GEOST acquisition, and given an increased line of sight to the Minaric acquisition closing, the composition of backlog will likely skew a bit back in favor of space systems and further underpin incremental future growth. We continue to cultivate a healthy pipeline, multi-launch deals, and large satellite manufacturing contracts.

That, as mentioned earlier, can create lumpiness in backlog growth given the size and complexity of these opportunities. We expect approximately 58% of current backlog to be recognized as revenues within twelve months. And we continue to get relatively quick turns business that drive top-line growth beyond the current twelve months backlog conversion. Turning to operating expenses. GAAP operating expenses for the 2025 $106 million above our guidance range of $96 million to $98 million. Non-GAAP operating expenses for the first quarter were $86.9 million, which was also above our guidance range of $82 million to $84 million.

The sequential increases in both GAAP and non-GAAP operating expenses were primarily driven by continued growth in prototype, and headcount-related spending to support our Neutron development program. Specifically, investment has increased to support propulsion as we continue to qualify our committees. As well as production of mechanical and composite structures ahead of Neutron's anticipated inaugural flight later this year. In R&D specifically, GAAP expenses increased $11 million quarter on quarter, due to ramping up our committee's production. Paired with increased expenses related to mechanical systems and composites that just mentioned. Non-GAAP R&D expenses were up $10.2 million quarter on quarter, driven similarly to the GAAP expenses.

Q2 ending R&D headcount was 935, representing an increase of 12 from the prior quarter. In SG&A, GAAP expenses increased $600,000 quarter on quarter, due to an increase in nonrecurring transaction costs as we continue to advance a robust pipeline of M&A opportunities, partially offset by a step down in stock-based compensation in the quarter. Non-GAAP SG&A expenses decreased by $200,000 due primarily to a decrease in audit fees, partially offset by increased legal expenses. We are encouraged by our ability to constrain SG&A spending as we look to scale the business more efficiently at this point. Q2 ending SG&A headcount was 343, representing an increase of 11 from the prior quarter.

In summary, total second quarter headcount was 2,428, up 85 heads from the prior quarter. Turning to cash. Purchase of property, equipment, and capitalized software license were $32 million in the 2025, an increase of $3.3 million from the $28.7 million in the first quarter as we finalize LC III construction activities. Continue to invest in the engine test facility in Stettus, Mississippi, and make initial investments into the fit-out of the return on investment barge. As we continue to invest in Neutron development, testing, and scaling production, we expect to maintain elevated capital expenditures leading up to Neutron's first flight.

GAAP operating cash flow was a negative $23.2 million in 2025, compared to a negative $54.2 million in the first quarter. The sequential decline in negative GAAP operating cash flow of $31 million was driven primarily by increased cash receipts from our SPA satellite program. Similar to the CapEx dynamics mentioned earlier, cash consumption will continue to be elevated due to Neutron development, longer lead procurement for SDA, investment in subsequent Neutron tail production, and related infrastructure to scale the business beyond our initial test flight. Overall, non-GAAP free cash flow defined as GAAP operating cash flow, sorry.

Defined as GAAP operating cash flow less purchases of property, equipment, and capitalized software in the 2025 was a use of $55.3 million, compared to a use of $82.9 million in the first quarter. The ending balance cash, cash equivalents, restricted cash, and marketable securities was $754 million as of the end of the 2025. The sequential increase in liquidity is due to the at-the-market equity offering that we announced earlier in the year generated $300.8 million in the second quarter, which in part is intended to fund acquisitions such as the announced Minaric acquisition, GEOST acquisition, and other targets in a robust M&A pipeline, along with general corporate expenditures and working capital.

We exited Q2 in a strong position to execute on our organic expansion opportunities, as well as inorganic options to further vertically integrate our supply chain and grow our strategic capabilities and expand our addressable market. Consistent with what we have done successfully in the past. Adjusted EBITDA loss was $27.6 million in the 2025, better than our guidance range, a $28 million to $30 million loss. The sequential decrease of $2.4 million of adjusted EBITDA was driven by an increase in revenue, paired with increased gross margin, partially offset by increased R&D expenses related to 2025. We expect revenue in the third quarter to range between $145 million and $155 million.

We expect a further uptick in both GAAP and non-GAAP gross margins in the third quarter, with GAAP gross margin to range between 35% to 37% and non-GAAP gross margin to range between 39% to 41%. These forecasted GAAP and non-GAAP gross margins reflect improvement in launch ASP, and overhead absorption. We expect third quarter GAAP operating expenses to range between $104 million and $109 million and non-GAAP operating expenses to range between $86 million and $91 million. These modest quarter-on-quarter increases at the midpoint of our guidance are to be driven primarily by continued Neutron development spending across staff costs, prototyping, and materials. Though the spend is beginning to shift from R&D to flight two inventory.

I'm encouraged given the impressive progress made towards Neutron's first flight that we're getting closer to moving beyond the past few years of elevated R&D spend on the path to generating future meaningful operating leverage and positive cash flow.

Peter Beck: We expect

Adam Spice: third quarter GAAP and non-GAAP net interest expense to be $1.3 million. We expect third quarter adjusted EBITDA loss to range between $21 million and $23 million and basic weighted average common shares outstanding to be approximately 528 million shares, which includes convertible preferred shares of approximately 46 million. Lastly, consistent with last quarter, we believe negative non-GAAP free cash flow in the third quarter will remain at an elevated level consistent with the prior couple of quarters, excluding any potential offsetting effects of financing under our existing equipment facility. And with that, we'll hand the call over to the operator for questions.

Operator: Thank you. We will now begin the question and answer session. Star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble our roster. And today's first question comes from Michael Leshock with KeyBanc Capital Markets. Please proceed.

Michael Leshock: Hey. Good afternoon. Wanted to ask on Neutron and specifically the Archimedes engine. I appreciate all the commentary there and around the hot fire test. Where does Archimedes stand today in terms of performance? Are there any other performance metrics that you could share what you're seeing in those tests? And, you know, how is there a way to frame it? How close you are relative to what is required for performance to power a Neutron flight.

Peter Beck: Yeah. Hi, Michael. Yep. So from a performance perspective, we're very happy. One of the unique things about a reusable launch vehicle is you have a tremendous number of different environments the engine has to start and operate in. So, you know, normally, you have an ascent profile where there's a couple of throttle points and especially on a stage one, and it's a fairly simple thing. But, of course, we have a reentry burn and a landing burn. So you know, you have to start the engine at different propellant temperatures, different head pressures, all these kinds of things.

So it creates a much, much enlarged run box or set of conditions that you have to be able to operate the engine in. It's much more challenging to do. But from a basic performance of the engine, we're very happy where it is. And, yeah, it's like I say, it's just a much more complicated qualification program to get through because you're qualifying ascent and ascent at the same time.

Michael Leshock: Great. And then shifting to a longer-term question. You've talked about a satellite constellation potentially being a long-term opportunity for the company. How close are you to begin working on a constellation of your own? We saw release of earlier this year and the focus of it designed to scale. Is a Rocket Lab USA, Inc. constellation something that is being developed or talked about today? Or is it more likely a longer-term opportunity, maybe five or more years down the road? Thanks.

Peter Beck: Yeah. Sure. So we've always, as you pointed out, we've always made our ambitions clear here, and, you know, we think that is the power of being an end-to-end space company is when you have the ability to build whatever satellite you need, launch it at will, it's a very powerful position to be in. However, I'm also very aware of entrepreneurial drift where someone doesn't finish one thing before they start the next. And while we've been methodically building all of the capabilities and vertically integrating all the satellite components and whatnot, need to be able to do exactly what we want to do until Neutron is finished in flying.

That's the key element of being able to deploy a disruptive infrastructure of satellites. So, you know, I wouldn't expect any huge announcements from us on constellations until, you know, the big piece of the puzzle, which is Neutron, starts to absorb less of their focus.

Michael Leshock: Great. Appreciate all the detail. Thank you, guys.

Operator: And our next question is from Erik Rasmussen with Stifel. Please proceed.

Erik Rasmussen: Yeah. Thanks for taking the questions, and great to hear all the progress. And I'm happy to hear the noise around the dredging seems like there's not really an issue in the near term of getting to your schedule. Just wanted to ask about backlog and I think a lot of this is continued upon the SDA right now. I know you've also talked about the Golden Dome, but it looks like tranche three. Maybe just if you could just update us on what your thinking is around potential timing around the RFP process, you know, where Rocket Lab USA, Inc. will compete.

And I guess then with this in the vein of sort of the backlog, at what point will you start to include Neutron into the backlog?

Peter Beck: Hey, Erik. I'll answer some of those, and I'll let Adam answer some of them as well. But, you know, more generally in backlog, the kind of things that we're chasing now are really large programs. So by nature, these programs are pretty lumpy. The SDA is a great example. You know, I think we've put ourselves in a very strong position. We're executing against our current SDA contract very strongly. And, you know, you've seen us acquire things like GEOST that put us in a very strong position to provide solutions that are not plagued by delays and things like that.

And also our recent, you know, penny acquisitions of things like, are, you know, one of the key elements in the SDA program. So I believe the timing of the announcement is somewhere between September and October for the tranche three. It's always a little bit opaque as they work through those awards, but that's sort of a similar time frame. But at any one point, you know, we're working very large proposals, both government and commercial. And just by their very nature, you know, they take a little bit longer to solidify. But I'll let Adam maybe if you've got any comments on backlog.

Adam Spice: Yeah. No. I think, Pete, I think you hit it right. I think, look, we've got diversity in the things that we're chasing. It's easy to focus on something like SDA tranche three because it's kind of a big shiny object that a lot of people are actually chasing. But we've got a lot of diversity in the things that we're going after. To your question on Neutron's influence on backlog, we do have, you know, three missions of Neutron in the backlog today. Those were added, you know, over the last few quarters.

And I would say that, of course, we expect after a successful flight of Neutron that we will start to gain a lot more momentum because as you can imagine, you know, launch customers are, you know, they're betting a lot when they choose a launch vehicle. It's a long-term choice, and there are limited choices out there today. So everyone's being very careful about what they do. So we do expect that demand to be kind of unleashed, if you will, once we have a successful test launch.

I would say that if you look across all of our businesses, again, we're starting to see the diversity benefits where if you look at the opportunities we're chasing across our subsystems business across Electron, both commercial government, Haste variants, seeing strong demand across all of them. So it's just a matter of kind of converging. And if you look at the trend of backlog over the last year, actually, launch has been the bright spot. Right? We had a huge step up when we put the SDA tranche two award in the backlog. And then, basically, you know, we've been working against that as we recognize some of that revenue and then launches continue to build in the backlog.

And that is that's continue to be we believe to be the case once Neutron kind of gets past that next big milestone or achievement of initial launch.

Erik Rasmussen: Great. Maybe just sticking with launch, and Electron, you already did 11. Sounds like you have the 12 coming up pretty soon, your seventieth launch. What would you say the mix between your traditional Electron launches and maybe Haste missions in the back half of the year, what does that look like?

Adam Spice: Yeah. So if you look in our backlog right now, if you look at the mix, we're expecting about two, I think it's three of the remaining launches this year will be Haste missions. So, you know, as Pete talked about, we're on path to do at least 20, hopefully more than 20 launches this year. We nice growth off 2024. And so we haven't had any Haste launches yet this year. So we're looking at roughly, you know, three launches and then all of them in the back half of the year.

Erik Rasmussen: Great. Maybe just my final question on Neutron. I'm just trying to sort of parse through some of the words that Peter had mentioned. In terms of cadence with, you know, I think previously, we were expecting, you know, the first test launch, so you have more of the one-three-five launch cadence or the first few years. But given the strong demand signals, insurance of launch and then maybe just if I'm reading right, is it possible that's something that you can accelerate? Or what does that look like? Are we still sort of targeting that one-three-five?

Peter Beck: Yeah, Erik. I mean, I get ridden every day on that question. The reality is it just takes time to roll in the learnings between flights. So, you know, we proved with Electron that was the right kind of scale-up cadence. And if you look historically across rocket programs, that's it's even pretty aggressive. So, you know, we'll with that one-three-five and but who knows? But the moment, from where we are in the program, that feels like the right kind of place to target everything.

Erik Rasmussen: Thanks. Good luck.

Operator: And the next question is from Andres Sheppard with Credit Suisse. Please proceed.

Andres Sheppard: Hey, guys. Andres here from Cantor Fitzgerald. I'm not sure what that was. Uh-huh. Hey, Pete. Hey, Adam, and hey, Patrick. Congrats on the quarter and all the great success. I'll limit myself to two questions just to be respectful to all the other analysts. Maybe one on space systems and one on launch systems. On the space systems, Adam, I'm wondering if you can maybe remind us kind of what does the revenue recognition look like for the SDA tranche two award both for this year for next year. And I know you mentioned, obviously, you're exploring several opportunities.

But just to come back to SDA tranche three, if I'm not mistaken, right, that could potentially be the largest contract in company history. And so how would you characterize maybe the likelihood of success there? Thank you.

Adam Spice: Yeah. I can comment on kind of the rev rec, you know, generally for the SDA program tranche two transport layer that we have. That we're executing against. So, you know, these programs typically, you know, the award was, I believe, in late 2023. So you get typically, when the program kicks off, you're doing a lot of the kind of initial finalizing the design and so forth. So where you really experience the meat of the revenue recognition is when you're actually starting to take possession of the bill materials to build the satellites with.

So right now, as Pete mentioned, you know, that's we're kind of getting in now for that sweet spot where we're going full-scale production of those vehicles. So gonna see a ramp in spending or sorry. A ramp in spending and a ramp in rev rec resultantly from that. So, you know, I think that, you know, you should expect that revenue will be pretty, I would say, evenly balanced between the second and the third year of the program with 2025 being the second year in reality and next year is kind of the third year, and then it'll tail off. You have kind of tails on either end. With most of the revenue recognition in '25 and '26.

I mean, just if you wanna just think broad strokes, you know, for contribution in 2025, it's probably, if you wanna think in the order of kind of a $150 to $200 million is the right range to be in. And then, again, that should look somewhat similar in 2026, assuming that we continue to like we have. And then if you look at SDA tranche three tracking, should we be fortunate enough to win that program, as you said, it would be the biggest program by a significant margin that the company has earned to date, and it didn't have a similar profile.

I mean, there's a chance that there could be some revenue recognized early in the program, even as early as some of it later this year. And then you'd have kind of the buildup, you know, where 2026 would look for that program would look probably like 2024-ish look for 80% of the revenue being recognized within the middle two years of the four-year program. So that's probably the best guidance I can give to you right now on that.

Andres Sheppard: Got it. That's super helpful. Thanks, Adam. And maybe a quick follow-up, if I may. Maybe one for Pete on the launch systems. You know, as we're getting closer and closer to Neutron, I'm curious if you're seeing perhaps an uptick from customer demand or prospective customer demand for future flights? Obviously, you have the track record, the heritage from the Electron and Haste, you know, Neutron still coming up. But, you know, given the, what do you wanna call it, the conflicts between the administration and SpaceX management team. Just curious if you've seen perhaps, you know, an uptick in interest for Neutron for future Neutron missions?

And any color there since Neutron essentially will be the only viable alternative to the Falcon 9. Right? So just curious on what you're seeing. Thank you.

Peter Beck: Yeah. Thanks, Andres. Well, I mean, look. I think it's, you know, the market does need a competitor to the Falcon 9. I think that was very clear, and that was presented to us both from our commercial customers and our government customers. So, you know, there's a lot of anticipation and pent-up demand for that vehicle to come to market, and that continues to increase all the time, not just from, you know, sort political events or geopolitical events, but also from just, you know, large programs being added, things like the Golden Dome. I mean, that is gonna be one of the largest DoD programs in the country's history.

And they're all spacecraft in space, and they all need to get there. So, yep, no. We're seeing, you know, growing demand and also I think it's fair to say, realization that, you know, sorting out from the real players from the players that are less likely to be able to provide.

Andres Sheppard: Excellent. Thank you so much both. Congrats again on the quarter. I'll pass it on.

Operator: The next question is from Ron Epstein with Bank of America. Please proceed.

Ron Epstein: Yeah. Hey. Hey. Good afternoon, guys. So, Pete, just maybe broadly, when we think about the first launch of Neutron, for you, I mean, just to kind of level set, what would a successful launch be?

Peter Beck: Yeah. Hey, Ron. Well, you're not gonna hear some rubbish about just clearing the pad as a success. That is not. For us, a successful launch of Electron will be a success, you know, successfully getting to orbit. And making sure the vehicle is ready to scale. Think you saw us come out of the gate with Electron, you know, going to orbit and then straight away, you know, three missions after that. Successfully delivering customers to orbit. So that will be the definitions of success. The bit that we'll be a little bit more flexible on is obviously the reentry and soft landing of the first vehicle. There's a lot to learn there.

You know, we think we've got a good head start, but that's the bit that is always requires a bit of iteration. So, you know, like I say, we'll declare success when we're in orbit. If we don't soft splash down on the first flight, I think there's a little bit of tolerance there for learning. But apart from that, yeah.

Ron Epstein: Gotcha. Gotcha. Thank you for that. And then, Adam, maybe what drove the strong Electron ASP in the quarter? And is that a reasonable way to think about Electron pricing going forward?

Adam Spice: Well, you know, we've been well, there's a few things to drive that, but probably the most, I would say, dominant force would be the mix of Haste in the manifest. So as we've talked about, you know, the Haste missions require very unique, you know, I'd say, mission assurance and other things. The vehicles are unique and so forth. So that makes sense that the ASP would be significantly higher. But it's really driven primarily by that. I'd say overall, if you look at, you know, commercial tastes, so commercial Electrons, those trends have been trending up nicely as well.

So we've really had we benefited from the fact that we've got customers coming back, and they're doing bulk buys of Electrons and the significantly higher ASPs than we've seen in the past. If you were to rewind the clock two or three years ago, we would get customers coming that wanted to buy bulk buys, but they were wanting a significant discount to do that. And so in order for us to build, you know, to manifest and be able to, you know, kind of continue to drive the market, you know, we did that. And I think now we're in a position where we really don't have to accept any significant discounts, and we're getting bulk buys.

I think part of the strength as well is we're getting a lot of support, as Pete mentioned in his comments, from the international community. Sovereign, you know, countries are coming forward with strong demand, and I think that, you know, it's a testament to the fact that execution in this market is so, so, so difficult. A lot of people can talk about it. They can put spec sheets on web pages and whatever else, you know, and pay with user guides. But at the end of the day, you know, we're the only one that has had 69, you know, launches of a small dedicated launcher.

And I think right now, we're benefiting from all of that hard work and execution. And so we really don't have the distraction of people kind of doing some false pricing in the market to put pressure. I mean, now it's pretty clear, you know, execution's key. You gotta pay for execution.

Ron Epstein: Gotcha. Gotcha. Gotcha. And then that's actually a nice segue into my last question. You know, when we think about, you know, the Minaric acquisition and Electron adding the European Space Agency, what do you see as, you know, potential, you know, is there a potential European national security opportunity for you guys in space?

Peter Beck: Ron, I think if you look out, the US, what is the next biggest market in space? And it's Europe. And you'd be a fool not to be in there. So, you know, Minaric is a kind of stepping point in. And as you've seen, obviously, you point out, the European Space Agency contracts, you know, we'll continue to expand into Europe and, you know, we have a lot of unique capabilities that only reside with us. So, you know, we'll look to apply those.

Ron Epstein: Got it. Alright. Thank you. Alright. Thank you.

Operator: Our next question comes from Edison Yu with Deutsche Bank. Please proceed.

Edison Yu: Hey, good afternoon. Thank you for taking our questions. Wanted to ask, I think probably for Pete, latest thoughts on orbital transfer vehicles, space tugs, you know, there was a bit of craze several years back in Leo that kind of flamed out a bit. But now it seems there's a lot of offerings coming to market maybe trying to go farther away. Bigger. And so is that an area of interest to you? I know you have the kick stage, but would you try to kind of tackle that more directly or more broadly? Going forward?

Peter Beck: Yeah. It's a good question. I've never really seen the business opportunity and the business case for those because, you know, you start off with a relatively cheap ride share, and you end up with a really expensive delivery. So as you point out, they've had a couple of starts. So, look, you know, if it turns into being a real market, it's completely elementary for us to go after it. I mean, you know, we operate a kick stage on the top of Electron essentially. And, you know, all the components to be able to do it, you know, we have.

So if it turns out to be a real market and a real opportunity, you know, the time that it would take us to deliver a product to market would be extremely short. But at the moment, I just don't see it worth us investing in.

Edison Yu: Understood. And then on Electron, want to ask about the TAM. In the context of, you know, have this big slide, obviously, on Golden Dome. Hypersonics, historically, I think the TAM maybe 30 plus launches. Do we think that the TAM now for Electron could be, you know, much, much bigger than that like, 50, 60 launches. Going forward? At some point in the future?

Peter Beck: Well, you're talking to a conservative engineer by nature, Edison. So it's hard for me to get too bullish, but if you just look at some of the programs like the Golden Dome, the amount of testing that's gonna require and the amount of suborbital kind of, you know, hypersonic missile simulants that you're going to need to deploy to be able to validate that system. There's, you know, there's a pretty significant number there that would be required. So in Haste alone, you know, I think we're expecting that to continue to grow.

But year upon year, the, you know, the TAM continues to grow, and the exciting thing is that Electron is helping to create and open up that TAM. You know, we see a lot of satellites these days that are made specifically to just fit on Electron envelope its environment, and it's enabling a lot of stuff. So I think, you know, we continue to see the TAM expand, and I think, you know, I don't see any sign of that decreasing in the future.

Edison Yu: Great. If I could just sneak one housekeeping one. On the GEOST. Any color on how much revenue that could potentially bring in after it closes and what kind of, you know, growth profile or backlog that has going forward? Thanks.

Adam Spice: Yeah. I'll take that one. Look, as we can't really say too much about it. It's still a pending acquisition. You know, as Pete mentioned, we got through the antitrust review, which is great. I think, you know, close should be imminent. But we'll hold back any comments and color on that business until we actually own it. If you don't mind.

Edison Yu: Totally. Totally understood. Thank you.

Operator: The next question is from Jeff Van Rhee with Craig Hallum. Please proceed.

Jeff Van Rhee: Great. Thanks for taking the questions. I guess, Peter, on Space Systems, when you kind of flesh it out in your mind what you envision space systems ultimately being, what percent of the way to your vision are we in terms of the capabilities that segment currently has?

Peter Beck: Yeah, Jeff. Great question. So the toolbox is looking pretty full, actually. So, you know, from a purely like, a nuts and bolts component level, you know, the Minaric optical terminals are an important one. And, you know, the vast majority of stuff is kind of come into focus. We will see us spend a lot more time now is on payloads, and GEOST was the first kind of beginning to that. And that really shifts you from being able to provide, you know, just a satellite bus to be able to provide a complete thing. So, yeah, the nuts and bolts, I'd say we're largely done.

You know, there'll still be little add-ons we want to do, but our focus will be on payloads and really rounding out the system.

Jeff Van Rhee: Yes. Helpful. And Adam, on the margins as it relates to Space Systems, just correct me if I'm wrong, think 40% was the target there. You've made some really good progress. Is 40% still the right number? And any sense of a timeline or sense of scope that it might take to get to that 40%?

Adam Spice: Yeah. You know, there's a pretty wide mix, I would say, you know, of margin profiles within our space systems business. You know, if you think about the margins on putting together a full turnkey, you know, platform solution, they tend to be lower. You know, if you think about those margins, kind of if you wanna think about a range in the twenties to thirties, but we have good scale with them because of the size of the contract that are involved. And, you know, actually, those are much better margins than most other people would expect to achieve and that's because we're so vertically integrated.

Now when you look at the subsystems, we also have a very wide range there. We have some products where, you know, the margins are in the twenties, but we have some more margins are well north of 60 points. So if you look at a blended average, you know, for I would say, the overall space systems between the waiting. And right now, it's kind of split evenly between subsystems and platforms. As we start to mix in applications, we'll get even it'll get different in a good way. Should think about 40%. We're not that far actually from that target. So I think our target was probably set a little bit on the modest side.

So but if you think of 40 to 45 points, kind of as the real target for margins, I think that's probably a pretty good place to be. That can be pretty good, you know, at the as far as contribution to the bottom line because there's not a lot of R&D that goes into those businesses. Right? A lot of it's customer-funded R&D. So when you look at the contribution margin, it's very, very healthy. So, again, I think that, yeah, we've been we set the bar.

We like to kind of set expectations low and kind of over-deliver to those, and I think that we're on the path to the same thing with our space systems business when it comes to margins.

Jeff Van Rhee: Yep. Very helpful. Maybe last for me. Peter, you mentioned production, and I missed a little bit of it. On Neutron, obviously, you're spending a lot of time building scale manufacturing capabilities. Just where are you in terms of Neutron's now in terms of how many are you initially building? And what is the manufacturing capacity that you're putting up to give us a glimpse in terms of how you're thinking in number of ships, you know, this year, next year, year after?

Peter Beck: Yeah. Sure. Sure. So, you know, some areas are at a high production rate, like, you know, engines. We're pushing for one engine every 11 days. And it's kind of because it's a reusable launch vehicle program, the whole production cycle is literally turned upside down. So we need the most number of vehicles in production at the start of the program rather than ramping and scaling as you go along. So, you know, as we talked about, there's multiple vehicles that we're building even now. And, you know, a stage one can be reused 10, 20 times. So, you know, you're not actually, every year, you're not building that many stage ones.

So the most amount of stage ones we'll ever build is probably, you know, year two or three. Of course, the stage two is expendable, but, you know, that's been, you know, highly refined for a very quick production and low-cost rate. So yeah, I mean, as I said before, you know, sort of three stage ones is next year is the right way to think about.

Jeff Van Rhee: Three stage ones. Got it. Okay. Thanks so much.

Operator: Our next question is from Andre Madrid with BTIG. Please proceed.

Andre Madrid: Hey. This is Ned Morgan on for Andre today. Thank you for taking the question. I was just wondering, I've seen a lot of partnerships lately in support of Golden Dome, and I was just wondering if you guys are looking at doing something similar as opposed to doing any M&A.

Peter Beck: Yeah. It's a good question, Ned. The reality is that, you know, we are very, very vertically integrated. And, you know, there's still obviously a piece of technology that we partner with as we've shown on the SDA program. But I guess there's probably slightly less of a need for us to, given, like I say, given our vertical integration and just the breadth of stuff that we've got, you know, we don't need to partner with that many people to deliver a solution.

Ned Morgan: Okay. Makes sense. And then maybe one more for me. Regarding tranche three, how different would the upside look if you guys are selected as a prime versus a sub through, for example, GEOST?

Peter Beck: How do you mean the upside need? What do you mean by that?

Ned Morgan: You know, if you guys are selected as a prime, I would imagine, you know, revenue contribution would be significantly more than as a sub. Through your GEOST prior bids, I was just wondering how things would look if they run that.

Adam Spice: I can take that one. I can take that, Pete. Yeah. Basically, if you look at the value of the subsystem that GEOST provides, you can think of that as being kind of somewhere around the, you know, 30% of the total value is in the payload. So obviously, it's a much bigger opportunity as prime than it's just as the sub for a subsystem. Now there, you know, there is the opportunity where you could have a, you know, goalie lock situation where you select as the prime. But also, you know, GEOST was bidding with other primes as well for that opportunity.

So there's a range of outcomes there, but, yeah, certainly, our goal here is to select this prime.

Ned Morgan: Got it. Thank you very much.

Operator: The next question will come from Kristine Liwag of Morgan Stanley. Please go ahead.

Kristine Liwag: Hey. Good evening, everyone. Peter, you've been very clear about your disciplined approach to pricing regarding Neutron. And considering the tightness of supply of launch, I'm a little surprised that you still haven't built out a sizable backlog for the program. Can you provide more color on how advanced your discussions are with incremental customers for Neutron? What they're waiting for, to commit to an order, and how to think about the competitive landscape especially as you got a competitor, Rocket, coming into market that's fairly well capitalized too.

Peter Beck: Yeah. Hi, Kristine. Well, I mean, you know, you can split this into both into commercial and government. I mean, we were onboarded onto the NSSL program, which obviously is an extremely large opportunity, $5.6 billion, if I remember. And then on the commercial side, you know, we've talked about this before where, you know, they want to see a rocket that works before they commit because a lot of people have been burnt, signing on vehicles that either delayed or even, you know, some cases never turned up.

And, you know, we've always talked about it as well as we want to make sure that when we sign one of these customers that consume a large amount of our manifest that they actually turn up on time and all the rest of it. So, you know, we maintain that discipline going through. We, you know, it does nobody any good to fill up a, you know, a whole bunch of manifest with a bunch of launches. That or a bunch of payloads that don't turn up in time, and you kind of lift 10 holding the bag.

So the most important thing, I think, for everybody is, you know, we get to the pad and we start launching it, and then, you know, we'll make the decision who are the best customers and most reliable customers for us, and the customers will make the same decision back. And, you know, on competition, you know, I think I'm not sure I quite view that the same way.

Kristine Liwag: Thanks, Peter. And, Adam, as a follow-up, you mentioned expectations for elevated cash consumption. Beyond Neutron's first flight as you scale up. How should we think about the capital intensity following this initial launch? Should we still expect 2026 to be a positive free cash flow year?

Adam Spice: Yeah. Look. I think the cash consumption will continue after the first launch because as Pete mentioned, we're building, you know, the subsequent tails. And so if you think about the cost to build a booster, and I think we've kind of used this we've communicated this term or this figure before, but you assume around $60 million for a booster. You're building several of them, you know, in series or in some cases here. You know, you could consume additional capital from that. You know, the key thing for us is getting through that first test flight. We've gotten to the point where we've gotten the infrastructure largely in place.

We do have some incremental scaling investments that need to be made such as this return on investment barge that we've talked about. So, yeah, I mean, I think the business could continue to consume money through 2026. So I would say more realistically for, you know, I would say, you know, positive free cash flow 2026, you know? Again, given how aggressively we're moving forward, given the demand signal that we're getting, I think that's probably not likely. I think it's much more likely to be in 2027. But, you know, it depends. We could come across opportunities that generate, you know, enough offsetting, you know, incoming cash flow that it kind of balances that out.

But right now, I'd say you should think of Neutron as being continued to even in a scenario, in particular, in a success scenario. Continuing to consume cash as we kind of build out that capability and put all the other scaling infrastructure in place.

Kristine Liwag: Great. Thanks for the color.

Adam Spice: Yeah. I think it's important, Kristine, to differentiate, though, that I believe that, you know, the P&L will obviously look much, much better once we get through the initial net kind of successful test launch of Neutron. So I think it's important to separate the kind of the free cash flow from the P&L optics. Right? Because I think P&L does get much, much, much friendlier. Much sooner. And then I think like a lot of other growth businesses, you know, we're gonna be, you know, continuing to invest to grow, but the P&L should start to look much more attractive. And I think that's we're keeping our eye on both, obviously.

Kristine Liwag: Great. And as a follow-up to that, I mean, look. It's a good problem to have if you have a product that works and if you can scale up very quickly. Those are all good problems to have as a growth company. But when we think about the capital size that you might need, if you can build, like, in a bull case scenario, how much capital could you potentially consume, like, free cash flow in 2026? And when you think about the cash balance today, is that enough? Or would you need to raise capital to meet the demand should you be really successful and have that bull case scenario play out?

Adam Spice: Yeah. Look. I think we have sufficient capital to scale Neutron. So really, if you look at where when we're raising additional capital, it's really not for Neutron. It's really all about doing things like, you know, the Minaric and GEOST and other things that we have in our funnel. Yes. We could put a lot of money to work to kind of respond to the demand signal as it evolves for Neutron that continue to demand cash. I don't see it outstripping kind of even what we have today. So, again, I think that, you know, you're right. It's a good problem to have. I don't think that any liquidity constraints would be driven by Neutron.

I think it would really be driven by how aggressively we want to go after and enable inorganic TAM expanding kind of type of opportunities.

Kristine Liwag: Great. And I'm tempted to ask one more, so I just might. So when you look at that opportunity, I mean, it seems like the capital markets are fairly open. Your stock is at record high levels. How aggressive do you want to accelerate some of those growth, TAM opportunities, and where are those verticals? Where are you most interested in? What does that look like?

Adam Spice: I'll let Pete comment obviously on as well. But I would say, look. We continue to see opportunities to further vertically integrate our supply chain. So we've done that very successfully in the past. We'll continue to find those high types of opportunities. I would say that when you look at, you know, the ultimate, you know, end-to-end vision obviously has applications elements to it, which is, you know, Pete talked about some of that earlier. But I would say right now, it's probably too early to show a lot of leg on kind of where we're going there.

Because as Pete said, you know, given the focus or and the risk of entrepreneurial drift, we're very, very, very focused on getting Neutron delivered, establishing, you know, very key fundamental and foundational payload capabilities. And then the rest is, you know, to be kind of put into focus a little bit later. But Pete, I'll kick it over to you.

Peter Beck: Yeah. No. You said it very well, Adam. I mean, Kristine, we're not finished yet, that's for sure, on M&A opportunities.

Kristine Liwag: Great. Thank you.

Operator: The next question is from Ryan Koontz with Needham and Company. Please proceed.

Ryan Koontz: Great. Thanks. And, you know, most of my questions have been answered, but I'll touch on space systems a bit. Nice progress on gross margins, obviously. I know you had acquired the solar business and some backlog there that was lower margin. How do you think about that business going forward? And have the margins in that business now kind of normalized with new contracts and such that make you comfortable with the directory and continue to see some uplift on space systems? Thanks.

Adam Spice: Well, I can take part of the tactics on that one real quickly. So if you actually look at the progress on gross margin for the Solero business, you know, for support has been very, very strong. You know, when we acquired that business, we were looking at high single-digit gross margins. And, you know, in the first half of 2025, we delivered margins that were above the long-term target that we'd set for that business. We'd set a target of 30%.

That business is subject to the margin volatility is subject to kind of when some of the, again, that early contract, which still hasn't completely kind of flowed its way through the books yet, that there's still some to be delivered on that. And so it's the timing of when that kind of comes in and out of deliveries. But I would say, look, if you just kind of look at where we'll be for the year, we're gonna be pretty much spot on our long-term target of 30%. And I think longer term, there's upside to that.

And I think more importantly, that deal has really or that acquisition has really kind of fulfilled strategic import of, you know, kind of really taking control of a very critical and tricky component in supply chain for being a long-term kind of system provider and owner. So I think on that front, hopefully, that gives you some color and then, you know, I think maybe, Pete, you can speak to maybe the types of opportunities that we see in that business going forward and of where you expect margins to land for those?

Peter Beck: Yeah. No. Thanks, Adam. Yeah. So, you know, we continue to expand capability in that business. And, obviously, you would have seen that we were successful with some chips money, which has enabled us to completely modernize or will enable to completely modernize the reactor fleet in there. And that drives in itself efficiencies. But, you know, if you look at programs like the Golden Dome, there is an unprecedented amount of spacecraft and power that's needed to fulfill that. And there's three space-grade suppliers in the world, and we're currently the, you know, one of the largest, if not the largest. So I see a lot of exciting opportunities for that business going forward.

I mean, we are one of the preeminent providers for national security solar. So that's a pretty exciting future.

Ryan Koontz: That's great. Thanks so much, Pete.

Operator: Our next question is from Suji Desilva with ROTH Capital. Please proceed.

Suji Desilva: Hi. Hi, Pete. Hi, Adam. Adam, can you just remind us or tell us how the Neutron cost of flow maybe from OpEx to COGS as the first launch goes and whether that might be material to the gross margin so we could anticipate that? As these first few launches go off.

Adam Spice: Yeah. That's gonna be a really challenging thing to model for you guys. I think that and that's a function of the fact that they had the first, you know, the test flight, of course, all that's flying through, flowing through R&D. Right? And now we're actually starting to for this subsequent tails, that's not gonna flow through cost of goods sold with revenue cover associated with it. So the P&L is gonna fluctuate quite a bit, you know, to the positive, as I mentioned to an earlier question.

Now when you start talking about the reusability and what that introduces to the volatility to margins, you can imagine that as we progress through quote, unquote, hardening Neutron's reusability, you know, how many reuses will, you know, for example, we'll be able to assume for, you know, for amortizing over, you know, the future missions, that's gonna be a great influence over gross margin.

So can imagine if the rocket is only kind of assumed initially to do x number of reuses, but it actually surpasses that, or comes in underneath that, you're gonna have a lot of volatility because you gotta have a situation where you have a fully amortized booster with all the revenue going forward on it, or you could have made assumptions where you expect to supply a certain number of times it and it underachieves to that. And so you have a lot of, you know, incremental cost for future missions that weren't assumed. So it's gonna be a tough one to manage.

I think that, you know, the only thing that we can really point to, it's a bit different because it wasn't designed to be reusable from the outset with Electron. And we've been able to bring down Electron cost dramatically. Right? And that's without reusability. So, you know, we have a track record of successfully kind of scaling and bringing down cost. As we've talked about many, many times, another big influencer to gross margins is overhead absorption. So, yeah, I suspect that Neutron will be a little bit different, but not fundamentally different from the fact that what's gonna drive gross margins is gonna be cadence. Right?

So it's reusing cadence and but, you know, cadence is something that we, again, we saw we understand how that works with Electron. The huge benefits you get when you get the cadence up and that's gonna be a large driving factor for Neutron as well. Again, also coupled with our success in getting this vehicle to be reasonable as quickly as possible. And for as long as possible.

Suji Desilva: Okay. Great. I'm gonna get my quantum computer out. And the other question I have is on payloads. Is GEOST kind of your entree here? Do you have, you know, efforts in-house for payloads as well as this inorganic effort, or will that segment be grown through inorganic exclusively? Thanks.

Peter Beck: Yeah. So a little bit of both. The reality is that, you know, often these payloads, especially when you're looking to bring solutions to bear in national security, have very, very long development cycles and a lot of heritage associated with them, which kind of naturally lends itself to, you know, acquisition more than organic creation. But there's certainly some elements of payloads internally that we're looking at that we will just go, you know, go under our own steam, and then some things, you know, like GEOST, you know, best in class. It would take decades to recreate that. So an acquisition is by far the most efficient way of opening that opportunity up.

Suji Desilva: Okay. Helpful color. Thanks, Pete. Thanks, guys.

Operator: And the next question is from Anthony Valentini with Goldman Sachs. Please proceed.

Anthony Valentini: Hey, guys. Thanks for the question. I'm just curious if, you know, I recognize you guys are, you know, laser-focused on Neutron here. But is there any reason to think that, you know, you guys would introduce a new launch vehicle in the future that is either larger than Neutron or maybe even in between Electron and Neutron in terms of the capacity that it can take into orbit?

Peter Beck: Yeah. Good question, Anthony. So certainly not, we don't really believe there's really a market between the Electron and Neutron side. There's it's a very limited opportunity in that range. Now if we need to go large, I guess, the good news is that, you know, the vehicle is very scalable. You know, it's a seven-meter diameter stage one tank, so it's a very short dumpy vehicle. So, you know, typically, that's what governs your ability to increase the vehicle sizes, your tank diameter. Otherwise, you end up with big, long, skinny pencils. And that becomes challenging. So, you know, we have no intentions at this point in time.

We think we've got the market accurately sized and we've proven historically that we're not bad at making those kind of calls. But, you know, for whatever reason, the market drastically moved to a larger scale, you know, we have a vehicle architecture that's very, very easy to scale.

Anthony Valentini: Great. Thank you.

Operator: And at this time, we are showing no further questioners in the queue. And this does conclude our question and answer session. I would now like to turn the conference back over to Peter Beck for any closing remarks.

Peter Beck: Yes. Thanks very much, operator. So before we close out today, should be some slide here of our upcoming events conferences that the team will be attending. We look forward to sharing more exciting news and updates with you there. And, otherwise, thanks for joining us. That wraps up today's call. We look forward to speaking with you all again about the exciting progress that we make here at Rocket Lab USA, Inc. Thanks very much.

Operator: Thank you for attending today's presentation. You may now disconnect your lines. And have a pleasant day.

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MP Materials (MP) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

Date

Thursday, August 7, 2025, at 5 p.m. ET

Call participants

  • Chairman and Chief Executive Officer β€” Jim Litinsky
  • Chief Financial Officer β€” Ryan Corbett
  • Chief Operating Officer β€” Michael Rosenthal
  • General Counsel β€” Martin Sheehan

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Takeaways

  • DOD Agreement Structure-- Announced a $400 million convertible preferred equity investment from the Department of Defense, a $150 million low-interest loan, and a warrant for the Department of Defense, which together will make the DOD the company's largest shareholder post-conversion.
  • Price Floor Mechanism-- Set a $110 per kilogram price floor for all NDPR-containing products, effective beginning in Q4 2025, providing downside protection and including an upside-sharing feature above the threshold.
  • Magnet Manufacturing Expansion-- U.S. magnet manufacturing capacity will rise from 1,000 to 10,000 metric tons annually with the build-out of the Independence and new Tenet X facilities. The new Tenet X Facility's output is 100% contracted to the DOD under a cost-plus arrangement, which includes a $140 million minimum EBITDA guarantee.
  • Apple Partnership-- Entered a long-term contract for over $500 million in magnet purchases beginning in 2027, including $200 million in milestone-based prepayments from Apple over the coming years to support recycling and production expansion.
  • Revenue Growth-- Consolidated revenue increased 84%, driven by increased sales of magnet precursor products and record NDPR oxide output.
  • Adjusted EBITDA Performance-- Adjusted EBITDA improved year-over-year, reflecting higher sales and lower per-unit NDPR oxide production costs year-over-year, partially aided by $8.3 million in lower inventory reserves.
  • REO Production Results-- Achieved 13,145 metric tons of REOβ€”the second-highest quarterly result, 45% higher than the prior year, despite a two-week planned shutdown.
  • NDPR Oxide Production-- Up 6% sequentially to 597 metric tons, with monthly production records in May and June; NDPR oxide production output more than doubled year-over-year.
  • NDPR Sales Volumes-- NDPR sales volumes increased 226% year-over-year, with volumes expected to track production roughly on a one-quarter lag due to channel fill timing.
  • Market Pricing-- NDPR market price increased about 10% sequentially and roughly 19% year-over-year (market price for NDPR, Q2 2025 vs. Q2 2024).
  • Cash Position-- The company reported nearly $2 billion in cash on the balance sheet as of Q2 2025, before receiving $200 million in Apple prepayments.
  • Capital Expenditures-- Year-to-date CapEx was $47.3 million, including $12.2 million reimbursed by the DOD as part of the year-to-date investment; the full-year 2025 capital expenditure expectation remains $150 million-$175 million.
  • Production Outlook-- Management guided to a 10%-20% sequential increase in NDPR oxide production for Q3 2025.
  • Sales Channel Shift-- No longer selling concentrate to external parties due to the DOD agreement, effective for the foreseeable future as stated in the Q2 2025 earnings call. Excess production will be stockpiled until further NDPR oxide ramp, as stated under the new DOD agreement.
  • Independence Facility Progress-- Magnet production for EV traction motors has achieved customer specifications, with commercial ramp targeted for later in the year.
  • Recycling Platform Launch-- Apple will provide post-consumer and post-industrial magnet feedstock, accelerating commercial-scale recycling at Mountain Pass.

Summary

Management confirmed that none of the new Department of Defense contracts permit sales to the Chinese market and clarified that all future NDPR oxide sales will target strategic customers, particularly in the Japanese, South Korean, and Southeast Asian markets. MP Materials(NYSE:MP) will cover most capital needs for expansion projects and recycling using new prepayments from Apple and DOD investments, with further details on timing and budget forthcoming as stakeholder engagement progresses. The company holds all key equipment on-site for heavy rare earth separation, with major installation expected to begin by the fourth quarter in alignment with downstream production ramp targets.

  • Corbett said, "The HCL facility that you see in the transaction agreements is the same thing as the chlor alkali facility," emphasizing its primary role in achieving cost savings and redundancy for Mountain Pass processing inputs.
  • Litinsky stated, "10x is a 100% sold out," referring to the new magnet facility, with all output already committed through commercial and DOD agreements.
  • Rosenthal highlighted, "we have a fully vertically integrated site … unique versus … standalone [facilities]," enabling flexible processing of various feedstocks, including potential expansions in heavy rare earth separation.
  • Corbett explained Apple’s $200 million in prepayments will be disbursed on a milestone basis ahead of the 2027 production start, as stated in the agreement with Apple, but would not discuss specific contract details.
  • Rosenthal guided that the recycling line is initially built to serve Apple and internal needs but said it is modular and could potentially process third-party and end-of-life materials over time.
  • Management reiterated the intention to pursue capital-light international opportunities only after executing core U.S. projects, leveraging the current "fortress balance sheet."

Industry glossary

  • NDPR: Neodymium-Praseodymium oxide, a critical rare earth compound used in high-strength magnets for electric vehicles and electronics.
  • REO: Rare Earth Oxide, generic term for a suite of separated rare earth products processed from ore.
  • Independence: MP Materials' dedicated, vertically integrated facility for downstream rare earth magnet production.
  • Tenet X Facility / 10x: Planned large-scale U.S. magnet manufacturing facility designed to expand magnet capacity to 10,000 metric tons per year for MP Materials.
  • Chlor Alkali Facility: On-site chemical plant used to produce hydrochloric acid (HCL) and caustic soda, vital reagents in rare earth separation and refining processes.
  • Stage Two Facility: MP Materials' midstream NDPR oxide production circuit at Mountain Pass.

Full Conference Call Transcript

Jim Litinsky: Thank you, Martin, and good afternoon, everyone. When we gathered on the first quarter call in May, I said we had reached an inflection point. The rare earth supply chain long built on a single point of failure had cracked. I said that Humpty Dumpty was not getting put back together again, and that this moment would be transformational and remembered. Today, it is clear that what has emerged in its place is something fundamentally new and MP Materials Corp. is squarely at the center of it. The strategic partnerships we announced with the Department of Defense and Apple, building on our foundational relationship with General Motors, have fundamentally transformed MP Materials Corp.

These agreements validate the mission we have pursued since day one and mark a new chapter not only for our company but for the country. This is a moment of strength for all our stakeholders: our shareholders, our customers, our employees, and The United States Of America. And with the nonmarket externalities that were once outside of our control now largely addressed, our focus is firmly on execution. Let me briefly walk through the DOD and Apple agreements and then I will turn to some operational highlights from the second quarter. Beginning on slide four. I will not rehash every detail of the DoD agreement. You can find our July webcast on our website and YouTube.

And the agreements are filed with the SEC. But I want to emphasize that we view this partnership as a win-win-win. A win for MP Materials Corp. shareholders, a win for US commercial and national security interests, and a win for taxpayers. The DOD partnership rests on three pillars. First, DOD made a transformational investment in MP Materials Corp. consisting of $400 million in convertible preferred equity along with a $150 million low-interest loan to fund the build-out and expansion of our heavy rare earth separation circuit.

The DOD also received a warrant which when exercised and combined with the preferred equity post-conversion, would make them our largest shareholder positioned to benefit from the upside they helped enable through an incredibly well-structured partnership. Second, a $110 per kilogram price floor for all products containing NDPR. This mechanism counters nonmarket forces that have historically suppressed the development of a secure domestic supply chain. It ensures our shareholders earn a fair return on our past investments as well as the significant investments we will make to scale this mission and bring the supply chain home for good.

Included in this commitment is some upside sharing with DOD if, as we suspect to occur over time, prices go materially above one tenth. Third, we are accelerating the build-out of independence and constructing a new Tenet X Facility which together will expand our US magnet manufacturing capacity from 1,000 to 10,000 metric tons annually. Given the warp speed nature of the build-out and the mission we have been tasked with, the DOD has committed to purchase 100% of the output from the new facility on a cost-plus basis, including a $140 million minimum EBITDA guarantee.

We expect to syndicate a large portion of this output to commercial customers at improved economics, creating meaningful upside potential some of which we will share with DOD. On the heels of the DOD announcement, we signed a landmark agreement with Apple. While the timing may make these two agreements appear related, that was really a coincidence. This partnership is the result of five years of quiet technical collaboration with Apple and reflects our methodical approach to building win-win customer relationships. Apple is one of the world's most sophisticated supply chain managers and one of the largest and most experienced users of rare earth magnets, making it an ideal customer and a powerful validation of MP Materials Corp.'s capabilities.

Apple embodies everything we hoped for in a flagship commercial partner to follow GM. They will be the foundational customer for our commercial recycling business, anchored by the construction of a dedicated recycling circuit at Mountain Pass, and the expansion of Independence. This long-term contract will result in over $500 million in contracted magnet purchases beginning in 2027. We expect the economics to reflect attractive returns on our capital and significant commitments to this partnership. Apple will also provide $200 million in milestone-based prepayments over the coming years, supporting the build-out of both the recycling circuit and Independence. Importantly, Apple will leverage its global supply chain to provide post-consumer and post-industrial magnet feedstock.

This significantly accelerates MP Materials Corp.'s entry into recycling at scale with substantial potential upside. Recycled feedstock should reduce unit production costs, and over time, the ability to recover more material at Mountain Pass could expand our production profile beyond current targets. I want to recognize the extraordinary efforts of our team whose execution over the past several years has earned us the right to enter into these transformative partnerships. I also want to acknowledge General Motors whose early commitment to our mission helped catalyze this moment. Turning to operations. Our materials and magnetic segments continued to deliver strong execution.

In our material segment, we achieved 6% sequential growth in NDPR oxide production despite a planned biannual plant shutdown in April. This result was consistent with our expectations and more than double last year's output. Our upstream operations also delivered the second-highest quarterly REO production in the history of Mountain Pass with record recoveries driven by ongoing optimization work. In our magnetic segment, we expanded both NDPR metal production and sales volumes, which led to significant revenue growth and EBITDA generation. At Independence, we are now consistently producing magnets that meet our customers' demanding specifications for EV traction motors, a critical milestone. The next step is transferring this capability from trial production to scale production.

Commissioning at the factory is accelerating. Momentum is building as we progress toward commercial magnet production later this year. Michael will provide a detailed operational update in a few minutes, after Ryan covers our second-quarter results. Ryan?

Ryan Corbett: Thanks, Jim. Turning to slide five and our consolidated results, second-quarter revenue increased 84% compared to last year, driven by the ramp-up in sales of magnet precursor products as well as the record production of NDPR oxide at Mountain Pass. The sequential comparison was impacted by our strategic decision to end sales of concentrate to external customers in the quarter. With the new DoD agreement, I would point out that for the foreseeable future, we will no longer sell concentrate to third parties, but stockpile any excess production until we further ramp NDPR oxide output from our midstream assets.

Importantly, beginning in Q4, we will begin benefiting from the DoD price floor agreement, with first cash payments likely to be received in Q1. I would also add that we continue to work through all of the accounting mechanics of the various features of the DoD contract. For example, how the top-up payments for stockpiled products will be recognized. We will call out the major conclusions in our Q3 or Q4 call.

Moving to the middle of the slide, you'll see adjusted EBITDA also improved year over year driven by the higher sales of magnet precursor products, as well as continued improvements in per unit NDPR oxide production costs, including $8.3 million and lower reserves on work in process and finished good inventories at Mountain Pass, which at this point is mainly related to early production of lanthanum products. Sequentially, adjusted EBITDA declined primarily due to the lower sales of REO and concentrate.

And moving to the far right, adjusted diluted EPS improved compared to the second quarter of last year, mainly due to the improved adjusted EBITDA, partially offset by lower interest income and income tax benefit as well as higher depreciation, depletion, and amortization compared to last year. Moving to slide six and the material segment KPIs and starting on the left, with the upstream. You can see the world-class performance by the Mountain Pass team, as we produced 13,145 metric tons of REO in the quarter, 45% above last year. Recall last year, we had unplanned downtime that interrupted production for roughly three weeks.

This quarter's 13,000 plus metric tons was our second-best quarterly volume ever, which is even more impressive given the two-week planned maintenance shutdown we took at the beginning of the quarter. You can see the impact of our decision to halt sales of concentrate in the middle left of the slide with realized pricing on the product we did sell remaining in the mid 4 thousands, which included the impact of a 10% tariff applied during the quarter on our final Chinese sales. Moving to the midstream on the right side of the slide, we had a modest increase in sequential production of NDPR oxide, approximately 6% to 597 metric tons, in line with our discussion last quarter.

Material improvements in throughput offset in the reported metric by the planned downtime from our maintenance turnaround at the April. Importantly, we set a monthly record for production in May followed by another record in June. As we stated, we were generally at about the 50% mark of our targeted total throughput in May and June. Michael will provide more insights on our refining progress shortly, including his thoughts on targeted production for Q3. In the middle right, you can see NDPR sales volumes continued to be strong year over year, up 226%, generally following the ramp in production.

Timing of shipments is always a factor in our results, particularly as a significant amount of our production continues to go through Southeast Asia to be told into metal before being sold to our end customers. These volumes remain on our balance sheet and are not recognized as revenue until passed along to the final customer. We continue to expect sales volumes to follow production on roughly a one-quarter lag with some amount of lumpiness as seen this quarter as we continue to rapidly fill tolling channel with growing oxide production.

Moving to the far right of the slide, you can see that the market price for NDPR did experience solid lift both sequentially, up about 10%, and year over year, up roughly 19%. Slightly better than our expectations in early May. Flipping to Slide seven and our segment financials. On the left, you can see our material segment revenues increased nearly 20% year over year, due to the strong NDPR sales volume growth. Combined with the improved pricing environment. The sequential decline was solely due to the reduced sales volumes of concentrate, compared to Q1. Segment adjusted EBITDA also improved as mentioned earlier, due to the improving per unit costs of NDPR production.

As well as the lower inventory reserves as well as last year's higher maintenance costs from the thickener repairs. Sequential results similar to revenues were driven by the decline in concentrate sales. Moving to the right in our Magnetic segment, the team at Independence ramped production nicely, thanks to completing the commissioning of our second electrolysis cell, though not without the usual growing pains. And while we continue to work at improving all aspects of the metallization process, our team has done a terrific job. Bringing these assets online and working through the inevitable startup challenges. The growth in production led to strong sequential increases in revenue as well as adjusted EBITDA.

In closing, the last month has been truly transformational for the company. Reinforcing our role as a national champion with scale, durability, economic firepower to lead this reindustrialization effort The United States. Following the Department of Defense, and Apple agreements, we have a clear pathway to continued shareholder value creation as we transform the business into the vertically integrated magnetic solution provider we have been building towards since day one. With the investment in convertible preferred stock, and the recent funding of the heavy rare earth loan by the DOD, as well as our recent equity offering, today, we have nearly $2 billion of cash on the balance sheet to execute on our plan.

This is before $200 million of prepayments we expect from Apple as we hit certain milestones on our path to expanding independence building out our leading recycling platform at Mountain Pass. Regarding CapEx, our year-to-date investment has been $47.3 million which includes the impact of $12.2 million of reimbursement from the Department of Defense from our earlier heavy rare earth related grant. We continue to expect to spend between $150 million and $175 million in 2025 unchanged from the beginning of the year assuming we are executing on the same project pipeline announced at that time.

Which included the completion of independence to its initial 1,000-ton capacity, continued progress on heavy rower separation, and other investments including chlor alkali at Mountain Pass. Following the agreements with DOD and Apple, we are in detailed planning on the timelines for our further capital investments, including the expansion of our heavy separation circuits to accommodate samarium separation the expansion of independence, the construction of dedicated recycling capabilities at Mountain Pass, and the development and construction of the 10x facility.

As you can appreciate, we have spent significant time and resources planning for these projects, but as we have only just recently agreed to the specifics, with our two new stakeholders, we will provide relevant updates on timing and budgets as we progress in our engagement with them. But to provide some high-level guidance, I would note that we expect the prepayments from Apple to cover the vast majority of the capital investments required to expand independence and build out our scaled recycling capabilities. Further, expect the heavy worth loan DOD's preferred investment and our recent capital raise combined with our remaining financing commitment to fund the projects we will undertake as part of our partnership with DOD.

We believe we are extremely well positioned with a fortress balance sheet and will remain opportunistic as ever in balancing risk and reward to deliver durable shareholder value over the long term. With that, let me turn it over to Michael to go through our operations. Michael?

Michael Rosenthal: Thanks, Ryan. Moving to operations. We are seeing excellent progress across our upstream, midstream, and downstream operation. This quarter demonstrates our improving execution capability and the momentum building across the business. We had an outstanding quarter in our upstream operation, which benefited from extremely high uptime record high recovery, and optimization work that is now bearing fruit. As previously mentioned, we have been increasingly focused on improving concentrate quality rather than simply maximizing volume. And our teams responded by delivering our highest ever concentrate grade this quarter. We believe this is contributing to improved performance in the midstream circuits.

While I would caution against annualizing this quarter's concentrate numbers, the results clearly demonstrate our ability to optimize our process and the tremendous long-term potential of the Mountain Pass resource. Progress in the midstream circuits continue at a pace. We reported a 6% sequential increase in NDPR oxide production in line with expectations. But that figure alone does not fully capture the underlying progress. There are meaningful operational improvements occurring across many midstream circuits. Particularly in purification, separation, and our brine treatment areas. These improvements help to unlock greater throughput and reliability even as we work through some lingering first-quarter challenges in leach and purification. The positive trajectory is clear. And we are encouraged by the foundational progress being made.

Product finishing also improved during the quarter. Although short stints of unplanned downtime impacted operating costs, and, to a lesser extent, production volumes. In late July, we implemented several upgrades that have immediately improved operability. These upgrades should also meaningfully enhance throughput capability and reduce operating and maintenance burden. Starting later this quarter. Looking ahead, executing our midstream production ramp remains our top priority. We are steadily increasing throughput while maintaining consistently strong quality. Most areas are now demonstrating higher uptime and higher throughputs. Our separation circuits are performing quite well, and are outpacing the rest of the process.

This gives us confidence in our ability to steadily increase production while focusing on the most impactful opportunity areas to achieve our near-term target of a 6,000-ton per annum NDPR oxide run rate. At Independence, our teams continued to gain valuable experience in metal reduction furnace operations. We can now say with growing conviction that we understand the conditions required to consistently produce world-class quality NDPR metal. Commissioning activities beyond metallization expanded rapidly in the second quarter to include strip casting, powder production, pressing, and sintering. With site acceptance testing for parts of machining also underway. The team has done an outstanding job staying on schedule to commence commercial production by year-end.

While we know that there will be tremendous challenges in starting commercial production, our production plans and customer commitments are grounded in realistic assumptions and the factor in team are coming together impressively. As part of our Department of Defense and Apple agreements, we have committed to completing several projects across the Mountain Pass operations. Jim has addressed most of the key details. But I will add a brief update on heavy rare earth separation. Preconstruction work within legacy buildings has accelerated. All key separation equipment is on-site, and procurement of other major equipment is nearly complete. We expect to begin major equipment installation by the fourth quarter.

We remain confident that our terbium and desprosium production schedule aligns with the needs of independents as it ramps up commercial magnet production. And our vertically integrated platform provides unique flexibility regarding the type of and purity of feedstocks that we can accept. And this would give us the opportunity to secure additional feedstocks. I will continue to provide updates on this and other projects in the coming quarters. In terms of production outlook, we expect to achieve a 10 to 20% sequential increase in NDPR oxide production and stronger product sell-through in the third quarter despite taking some extra time to implement the upgrades to product finishing I mentioned earlier.

Relative to last year's very strong third-quarter results, concentrate production will likely be down slightly year over year as we execute a full plan trial of a potential pre-flotation process. This trial may modestly impact near-term recovery but is designed to drive long-term improvement in midstream performance. With that, I will turn the call back to Jim.

Jim Litinsky: Thanks, Michael. As I close today's prepared remarks, I want to take a moment to reflect on the MP Materials Corp. journey. Many of you know the history but we introduced MP Materials Corp. to the public markets in July 2020. Almost exactly five years ago. At the time, MP Materials Corp. was a rare earth concentrate business with a bold and important vision. To restore the full rare earth supply chain to The United States Of America. We laid out a roadmap, first to build refining capacity, and eventually one day, to enter the magnetics business. We were clear-eyed about the scale of the challenge. In fact, we told investors back then that magnets were a 2025 plus opportunity.

A long-term ambition that would take time, capital, and conviction. Well, it is now 2025. And here we are. Through years of relentless execution, this team has transformed a bankrupted and abandoned mine site into a vertically integrated American national champion with a strategic and economic platform that matters. Not only for national security but for the most promising business of our time. The rise of physical AI. There have been ups and downs along the way. And, yes, plenty of skeptics, critics, and naysayers. But if you ignored the noise and stayed with us from the beginning, you have compounded at over 43% annually.

It was not a straight line, and the path has been quite unconventional, to say the least. But here we are. Now as we look ahead to the next five years, I see a familiar setup. A bold vision, a clear strategy, and obsessive focus on execution and a platform with the potential to evolve far beyond what most can imagine today. Back in 2020, few could have foreseen just how far MP Materials Corp. would come. Today, I believe we are once again at the beginning of something extraordinary. We have the platform, the partners, and the perspective. To seize another enormous runway of opportunity.

And it does not hurt that we have a front-row seat and an important role in what may well become the most significant business transformation of our generation the era of physical AI. None of this would be possible without the extraordinary people of MP Materials Corp., our team on the ground, in the plants, and across the company. Their dedication talent, and belief in our mission are what turned vision into reality. To all of you, thank you. We are just getting started. With that, let's open it up for questions. Operator?

Operator: Thank you. At this time, if you would like to ask a question, please click on the raise hand button, which can be found at the black bar at the bottom of your screen. When it is your turn, you'll receive a message on the screen from the host allowing you to talk and then you'll hear your name called. Please accept, unmute your audio, and ask your question. We will wait one moment to allow the queue to form. Our first question comes from George Gianarikas from Canaccord and ingenuity. Please unmute your line and ask your question.

George Gianarikas: Hey, everyone. Good afternoon, and thank you for taking my questions.

Jim Litinsky: Hey. Good afternoon, George.

Ryan Corbett: So I just had a question about Magnetic's margins, which were pretty impressive this quarter. Can you just help us understand if the broad strokes of what you just reported in that segment could be used to sort of think about the, you know, the magnetics margins when you build you know, 10,000 tons, you know, in the future?

Jim Litinsky: Thank you.

Ryan Corbett: Yeah. Hey, George. It's Ryan. Obviously, with the state of maturity of the magnetics business at this point, we're obviously, you know, very pleased and impressed with the result. I think at this time, given we're in the stage of producing magnetic precursor products and delivering those to our foundational customer, it's not necessarily a perfect proxy for how the revenue and cost structure will look once we are in full production of finished magnets. However, I think that this level of earnings is something that, you know, likely can be expected for the next several quarters we're in production with magnets.

And then once that is ramped, certainly, expect a nice step change up as we begin delivering magnets from a total EBITDA perspective. You know, we won't get into specific details on margin and cost structure, particularly given the chunky nature of our existing customer relationships. And certainly, when you think about 10x, there's a wide variety of product types and customer contract types that we expect within that facility. I think the great thing, of course, about our contract with the Department of Defense is we do have the guaranteed minimum earnings level.

And then certainly, if you extrapolate what you see at independence, to the 10x facility, from an overall pricing perspective I think that paints some pretty significant upside to the potential earnings power of 10x versus that minimum level.

George Gianarikas: Thank you. And just as a follow-up, different question, but first, you know, congratulations on all the incredible deals you've been able to put together over the last month. But along with that comes a lot of work to do, you know, over the next few years. You know, how comfortable do you feel with building out the ecosystem required, getting the equipment in place, hiring the right people, you know, all the grind work that you have to do to build out the additional facilities in time to, you kind of hit the contract timelines that you articulated to us.

Jim Litinsky: Thank you. Well, thanks, George. We are hiring, so send us your resumes.

Martin Sheehan: I mean, obviously, we have a lot of execution to do,

Jim Litinsky: I think we've been an execution culture since day one. So we certainly understand the scale of the challenge that's ahead of us, and we're confident that we'll get it done. These things are never, you know, perfectly in a straight line. But we are already maniacally at work at the various pieces that we have to put together and we've been planning for this for quite some time. But Michael, do you want to add a little bit from your perspective?

Michael Rosenthal: Yeah. Thanks, Jim. On top of that, we have a core team with experience having built similar assets over the last several years. And, of course, now we're growing the team, as Jim referenced. We think we can scale that ability over the next several months and year. To help us execute better. You know, in addition, we've built vendor relationships. We have engineering drawings. We have plans. We have a lot more data than we did several years ago. So our ability to execute these projects, now versus where we were two years ago was significantly improved.

On top of that, we have a DPASS DX rating to help us engage with vendors and service providers to help accelerate progress there. So we're very confident we can meet, you know, both the DOD's aggressive schedule as well as the complementary and projects at Mountain Pass and for Apple.

Martin Sheehan: Thanks.

Operator: Our next question comes from Ben Kallo with Baird. Please go ahead.

Ben Kallo: Hi. Good evening. Thanks for taking my question. First, could you talk to us about the separation facilities you know, capacity or your thoughts around increasing capacity? From what I understand, there's no ceiling on how much concentrate you process. So could you be a processor for third parties and just maybe any kind of color around that?

Michael Rosenthal: Thanks, Ben. Guess I wish it were the case that there's no ceiling, but I think there is some ceiling. But I think, importantly, we have a lot of flexibility because we have a fully vertically integrated site. We have flexibility as to what kinds of feedstocks we can process. And what kinds of impurities we can handle, which I think is unique versus most sort of separation facilities that may be standalone that don't have that ability. So, yeah, that will be very helpful as we look at more heavy rich feedstocks to add as complement to our concentrate business.

So we expect our existing concentrate business to ramp up to the 6,000 tons per annum of NDPR oxide that we've talked about. And then hope to build particularly in regards to heavies, the additional separation, you know, for those heavy rare earths.

Ben Kallo: Isn't my follow-up is just on, you know, signing new magnets for 10, magnet agreements for two ten x. How do you guys think about, you know, just the cadence of both you and your customers you know, wanting to enter a deal, but do you want your customers want it to be more de-risked and the facility be closer to completion? Or are they clamoring to sign a deal now and how do you guys approach that? Thank you guys very

Jim Litinsky: Ben, am I already getting the what have you done for me lately question?

Ben Kallo: I was gonna go much bigger than that, like but I thought I'd hold off until next quarter. Yeah. Cool.

Jim Litinsky: I mean, obviously, we're still having a ton of conversations. And you know, so that continues. But I just remind you that 10x is a 100% sold out. And so we have you know, well, really, our entire magnetics business for the next decade is a 100% sold out. Obviously, we're going to syndicate commercially the vast majority of 10x, but I think we have the ability to be very thoughtful about how we do that. And I think hopefully, we have good track record at this point in you know, being patient and methodical and selecting the right sequencing of customers.

And making sure that we do so in a way that is frankly, attractive for our business, but also create win-win partnerships for us and the customer. And I think, you know, our expectation is we'll continue to do that as we build out 10x.

Ben Kallo: Great. Thank you guys very much.

Martin Sheehan: Sure.

Operator: Our next question comes from Lawson Winder with Bank of America. Please go ahead.

Lawson Winder: Great. Thank you, operator, and Jim and Ryan, thank you for today's update, and congratulations on everything you've achieved over the last quarter. Thank you. Don't forget, Michael.

Michael Rosenthal: But thank you. Sorry, Michael.

Lawson Winder: Not definitely not forgotten. Your work is very much appreciated also. Thank you. Wanted to ask about the assumptions around the $650 million minimum guidance for materials plus 10x magnets plus independence magnets. What does that include in terms of assumption around oxide sales to third parties? And is there an assumption baked in there that some oxides will be sold to China?

Ryan Corbett: Hey, Lawson. It's Ryan. Sure. I'll take that. We are under the DoD agreements no longer selling any of our products into the Chinese market. So it does not assume any oxide sales into the Chinese market. I would say though, if you do the math, depending on the type of magnet that you're talking about, certainly, bringing our total capacity to a finished magnet equivalent of 10,000 tons that does leave room for external sales. And so I think the good thing about these agreements is the way the price protection works is that's really a payment stream, you know, directly into the material side of the business.

That makes us in many ways indifferent between selling to a third party or selling internally. Where the magnet business will maintain, you know, the market-based approach to pricing based on, you know, market levels of oxide pricing. And so the overall assumption there is that we get to our targeted throughput and cost structure for the material segment from a separated product perspective, but just at that 6,000 tons, it does not embed upside from recycling or upside from further products. Including NDPR products that could come from heavy rich feedstocks. And so that's the big portion of the material side of that assumption.

And then on the magnetic side, that six fifty just assumes the minimum contracted EBITDA from the Department of Defense for the 10x facility, which as I laid out, I think has some very significant upside, some of which, of course, we share with our partner in DoD as that facility scales into producing for commercial customers as well. And it assumes relatively conservative assumptions as to our build-out and ramp of independence. And so in the slide deck that we provided in the prior conference call, you can sort of see the relative sizes of all of those pieces. That's the underlying overall set of assumptions.

Lawson Winder: That's great. Thank you, Ryan. As a follow-up, can I ask about another investment related to the with the Department of Defense? And that is the hydrochloric acid facility at Mountain Pass. Is that in addition to the chlor alkali facility? And then should we expect that investment to further reduce your cost of that very critical input of hydrochloric acid to your separation process? And then just drawing that to the final conclusion, I mean, could we see an improvement in the in the low $40 per kilogram marginal cost assumption that you guys have made for a fully ramped up separation facility?

Ryan Corbett: Sure. Lawson, you're stuck with me again on that one. You know, wouldn't say that it necessarily spells, you know, a change in our overall cost structure target. I think, you know, actually had a slide in last quarter's earnings deck had a very strategically shaded area that spoke to potential upside from lower overall production costs from the chlor alkali facility. The HCL facility that you see in the transaction agreements is the same thing as the chlor alkali facility to be clear. And from our perspective, we think that this investment is not just one in cost savings, but redundancy and resiliency.

You know, we believe that we will always have some level of external hydrochloric acid and caustic soda. Production for our business. We are a very large consumer of both of those products. And so having the flexibility both to pull from the outside market as well as produce internally in a full closed loop, we think, is important. We strategically launched our separations facilities by breaking that closed loop and building out the infrastructure and supply chain that's required to support our levels of production.

And then we believe bringing portions of that HCL facility or chlor alkali facility online methodically and continuing to support our external supply chain will be the best way forward both from a cost and redundancy perspective.

Lawson Winder: Okay, fantastic. Thanks very much, Ryan.

Operator: Our next question comes from David Deckelbaum from TD Cowen. Please go ahead.

Jim Litinsky: Hey, David.

David Deckelbaum: Thanks for your time. I wanted to just follow-up on just the some of the records set 60 k or are they part of it? I guess I'm just thinking about, you know, as we progress to up upstream 60 k, it seems like some of the tweaks are perhaps happening sooner than anticipated, but you know, kind of curious if this is viewed as a as a recovery tweak on top of that just with having a higher grade.

Michael Rosenthal: Thanks for the question. I'd say these are part of upstream 60 k. I think upstream 60 k included category of optimization. And I'd say our metallurgy team and operations teams have done an incredible job of implementing and executing changes. And I think we continue to be impressed that our ore body is able to support higher grade concentrate. As we focus on that, in order to help the midstream business. So I wouldn't say it's incremental, but we are hopeful that we can achieve the same goals with less capital and more optimization.

David Deckelbaum: Appreciate that, and that just as a follow-up, just on NDPR oxide, I know you all guided obviously, you'll be stockpiling concentrate at this point. The DoD agreement goes into place in the fourth quarter. From an NDPR oxide production perspective, should we anticipate that you'll continue ramping production throughout the year but stockpiling the product? For sales you know, once the DoD agreement is in place. I guess I'm I'm just wondering the as we assess the ramp of the stage two facility, know, was that going to be more evidential into '26, or should we be able to track those KPIs throughout the year?

Ryan Corbett: Yeah, David. I'll start, and I'll flip some of the production specific portions to Michael. But as it relates to sales, continue to have a really robust order backlog and sales pipeline for third-party customers for NDPR Oxide. And so we're continuing as we ramp production to expect to sell the vast majority of NDPR oxide out into third parties. Of course, as our metal production magnet production at Independence ramps, you know, we will become a larger internal customer of our own oxide. But, we do expect, you know, to continue to for the most part, focus on our strategic customers, particularly in the Japanese market, the South Korean market and broader Southeast Asia.

Mike, I'll flip it to you on your thoughts on production.

Michael Rosenthal: As you referenced, we plan for 10 to 20% increase over the next quarter, and that's largely consistent with the sort of progressive growth that we've seen over the last and a half. And we would expect that sort of pace to continue, not in a linear basis, but just generally speaking, step by step improvement getting better every day.

David Deckelbaum: Thanks, guys.

Lawson Winder: Thanks, David.

Operator: Our next question comes from Laurence Alexander with Jefferies. Please go ahead.

Laurence Alexander: So hello. Just wanna tease out your how you relate the concept of being in kind of the branding as a national US national champion and the bandwidth and the highly high degree visibility on returns. I mean, for the next decade. So can you tease out first are you allowed to sell into European or other countries? Can you expand the number of countries you sell product into, or does the DOD agreements in any way restrict that? Secondly, can you tease out or lay out sort of ramifications for the MOU that sought in for the potential project in Saudi Arabia. Do you have bandwidth to continue exploring that? And then third, I appreciate that there will be announcements just filling in the capacity that the DOD is underwriting.

But if you but given you have such a strong visibility on the returns on that, what would be your return on capital hurdle to look at any other uses of capital or uses of MP you know, bandwidth. Sure. Thanks, Lawrence. Well, first off, there's nothing that restricts us

Jim Litinsky: from selling into Europe. You know, obviously, as part of DOD, we just won't be selling to hostile states. And then as far as you mentioned Saudi modern I think if you look at the vertically integrated player that we've built, I mean, we are the only company in the world, and that includes China, that has all aspects of this business, which I believe is and, you know, as we've said from the beginning, is sort of the right structure to really scale and be low cost, accelerate, you know, at a, you know, astonishing pace, so to speak, in doing all of these pieces.

And, obviously, that, relate that relationship speaks to us as being the right partner around the world to add to this supply chain, particularly as America's national champion. I would tell you that as far as bandwidth and capital, certainly from a capital standpoint, and, frankly, from a focus standpoint, we are maniacally focused on investing and executing in The United States Of America. We need to deliver for GM Apple, and DOD. And so our focus, is on delivering on our domestic investments. That said, I do think we're gonna continue to grow the business. And so the modern opportunity is very exciting. We're we're you know, focused on that as well.

But I think you'll you should expect to see that and others that could come like that as more capital light opportunities. I think you're gonna see our investment focused in The US. And then I think you're gonna, you know, see that and others over time. And, obviously, from a return you mentioned returns. From a return on capital standpoint, standpoint, for MP.

I think it's actually an accelerant for our shareholders in the sense that because we have this capability and position, which brings a number of attributes, that we're gonna be able to continue to grow the business again, in a more capital light way but, you know, potentially having some of the same economics, which mathematically means higher returns on capital.

Laurence Alexander: Thank you.

Jim Litinsky: Thanks. Next question.

Operator: Our next question comes from Carlos De Alba with Morgan Stanley. Please go ahead.

Carlos De Alba: Yeah. Thank you very much, guys. A couple of questions. First one is, can you maybe share a little bit of color on what are the milestones that you need to get for Apple to, these boards $200 million in the coming years that you may as you mentioned. And, also, any progress on the $1 billion financing you know, that would support the development of the 10x facility.

Ryan Corbett: Hey, Carlos. It's Ryan. I'm not gonna get into specific, you know, contract details on our agreement with Apple. You know, I think that what we have made clear is that those disbursements will come on a milestone basis, ahead of production. And so we've targeted production for mid-2027. So, you know, hopefully, that gives you a pretty tight range of when the cash is gonna come in.

I think we tend to try to set up our customer relationships as Jim laid out in a win-win fashion where you know, we ensure that we are maximizing our cash on cash returns while ensuring that our customers see visibility into forward progress on, you know, the items that we've promised them. And we think the structure works quite well for both of us. As it relates to your question on the billion-dollar bridge facility, you know, I think I wouldn't overly focus on that facility, particularly because our recent equity raise gets netted against that. You know, a bridge is exactly what it sounds like.

It's a temporary solution that's put in place as part of an announcement, often an M and A announcement. And so for us, really served its purpose. You know, what we expect to do over the next several years is exactly what we've done, frankly, over the last five plus years as a public company, which is be extremely thoughtful about our balance sheet, ensure that, at this point, frankly, we are well capitalized to execute on the projects that we've laid out. We'll continue to focus on efficiency, both on the expenditure side and the balance sheet side, and we'll be opportunistic as we always are to ensure that we're financing all of this growth in the right way.

Jim Litinsky: Yeah. And one thing to just add, Carlos, In the prepared remarks, you may have heard, but if not, you know, Brian mentioned we have post the funding and the raise, etcetera, a we have approximately $2 billion of cash on our balance sheet right now. So that and then as you look out over the coming years where we have a dramatic step function change upwards, in cash flow generation that's contracted over the next decade. You know, we really have a fortress balance sheet to be completely opportunistic in how we manage going forward. So we feel really good about our position.

Carlos De Alba: Yeah. No. For sure. Alright. Thanks. And maybe stepping back and thinking more strategically, I would like to understand how scalable will the recycling line or recycling facility that you are building, you will be. Could this potentially allow you to become much bigger in magnetics without the need of mining you know, feedstock.

Michael Rosenthal: That's a great question, Carlos. Initially, our build is obviously to satisfy our requirements for Apple. In addition, our own magnetics plans will produce swarf and other byproducts that will have the opportunity to recycle. And from that, recover and optimize maximize the heavy rare earth content and ensure we maximize that usage. You know, on top of that, obviously, the 10x facility will produce its byproducts. You know, from there, we have the opportunity to make to build a facility that's modular that can grow with the market, that can recover end of life materials and or third-party feedstocks. And this both extends the life of mountain pass and creates opportunity for future growth.

But, you know, related to previous comments earlier, there's not unlimited capacity or capability, so we would you'll have to have to balance that in the in the medium term.

Carlos De Alba: Alright. Fantastic. Well, thank you very much, guys, Jim, Brian, and my

Jim Litinsky: Yeah. Thank you.

Operator: Our next question comes from Bill Peterson with JPMorgan. Please go ahead.

Bill Peterson: Yeah. Hi. Good afternoon. Congrats on all the progress and strong execution in the quarter. Maybe following up that last recycling question, guess, how do you plan on approaching this internally developed recycling processes? Acquiring technology, partnerships with third parties? And, you know, maybe what does Apple bring to this, you know, recycle this sort I guess, the early stages of the recycling program?

Michael Rosenthal: Think so the question. I think as we mentioned in, in other forum, been working on recycling in cooperation with Apple for over five years. So we have made a lot of progress. And I think over the next several years, we have other plans to cooperate with our customers and technical partners on further advancing our technical capability both in recycling and using recycled materials. And optimizing magnet properties.

Jim Litinsky: Sorry. That was yeah. I think does that get your question, Bill, or did you have a second part to that?

Bill Peterson: No. No. I didn't sorry. I know if you continuing the thought. No. I do have a second question. In terms of in terms of magnet readiness, I guess, for your lead customer, are there any sort of remaining technical areas to address before commercial ramp? How are the you know, is the products performing from a technical point of view? And you know, I just wanna get a sense for how you're you're tracking to the commercial launch you know, in the coming quarters.

Ryan Corbett: Yeah. Sure, Bill. It's Ryan. I think we're really pleased with the technical progress. I think we mentioned in some of the prepared remarks, and in the deck, our consistent execution on producing on spec products for our customers. As you know, EV traction motors are some of the most demanding end use cases for magnets. And, you know, we have been consistently producing to spec. And, frankly, you know, continuing to optimize from a heavy rare earth perspective, you know, make really significant strides. They're actually probably more than I even expected. Despite having pretty high expectations for that team.

You know, really what is left at this point is taking what we've been doing in our new product introduction facility which as you saw is much more than a pilot line. It's sort of a factory within a factory that's allowed us to iterate quickly to be able to generate the types of results that we have and just transferring what we've done there into larger commercial production. With any startup, it is not a straight line, so I will not promise a straight line. But we have a lot of confidence in the team, particularly given, you know, what they've demonstrated to date. A lot of the major process areas are already either in commissioning or commissioned.

And, you know, seeing those operate give us further confidence in the underlying assumptions that we built in into the business case and operating case. And so, you know, the proof will be in the pudding over the next several quarters. But that's what's left is going from trial to commercial.

Bill Peterson: Thanks, Ryan, Michael, Jim. And, really, again, nice job in execution.

Jim Litinsky: Thank you.

Operator: Our last question comes from Matt Summerville with DA Davidson. Please go ahead and ask your question.

Matt Summerville: Excuse me. Can you guys hear me?

Michael Rosenthal: Yes. Hey, Matt. Okay. Cool.

Jim Litinsky: Hey. Thank you. So I wanna get back to some comments you made regarding stage one.

Ben Kallo: What's driving the improvement in concentrate grade? And I guess I wanna understand how you modulate going after incremental volume versus going after incremental grade. And do you need the incremental grade to get stage two output to where you ultimately you know, hit the nameplate.

Michael Rosenthal: Thanks, Ben. I guess in a stable environment, there's a trade-off between grade and recovery. Historically, we have tried to hold a stable grade and increase the recovery to increase production volume. In recent quarters, we had seen that we were kind of able to tweak upgrade without significant sacrifice of recovery. Some of the optimizations, through some of the previous initial stage upstream 60 k projects. I think we're still harvesting some of those gains. In addition, as we've simplified parts of our circuit, it's enabled us to get grade higher without sacrificing recovery. And I think those opportunities continue. Some of our next initiatives do relate to creating even higher quality concentrate.

And that should have follow-on benefits to the primarily the cost structure of the stage two, the midstream operation. But also to yeah. The ultimate throughput capability of that. So I don't say it's absolutely necessary at this point. I think we're very comfortable with the ability to ramp the facility with the current concentrate. But incrementally, pure concentrate will make that even better.

Matt Summerville: So should I is it just as a follow-up, should I take that to mean that you feel you can push the limit of that six zero seven five tons of oxide absent major incremental capital investment, or should I not make that conclusion? I wouldn't connect those two together.

Lawson Winder: So

Michael Rosenthal: I don't we don't need any improvement in the concentrate in order to hit that nameplate.

Matt Summerville: K. Got it. I'll leave it there. Thank you.

Operator: Concludes the question and answer portion of today's call. I will now hand the call back to Mr. Litinsky for closing remarks.

Jim Litinsky: Sure. Hey, everyone. So, obviously, this was an extraordinary quarter. We are really proud of what we achieved. Obviously, operationally, but in particular, the agreements with, DOD and Apple. And, clearly, the platform that we have that we've been building for a number of years has changed, for the better. Dramatically, and we expect to take this new position and keep on reaching to continue to build on the gains that we've had thoughtfully. And so with that, we will get back to work. And have a have a great day, everyone.

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AMN Healthcare (AMN) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

Date

Thursday, Aug. 7, 2025, at 5 p.m. ET

Call participants

  • President and Chief Executive Officer β€” Cary Grace
  • Chief Financial and Operating Officer β€” Brian Scott

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Risks

  • Brian Scott reported a non-cash goodwill impairment charge of $110 million related to the Physician and Leadership Solutions segment, resulting in a GAAP net loss of $116 million.
  • Cary Grace cited uncertainty about government policy impacts, which placed the healthcare sector in a more cautious stance and caused declines in staffing orders and traveler extensions.
  • Grace noted academic medical centers, which constitute about 20% of consolidated revenue year to date, have taken the strongest measures to reduce spending in response to cuts in federal funding for research.
  • Scott said, "Adjusted EBITDA margin for the quarter was 8.9%, down 380 basis points from the prior year period and 40 basis points sequentially."

Takeaways

  • Revenue-- $658 million, at the high end of guidance, but down eleven percent year over year. Interim leadership revenue decreased five percent sequentially.
  • Gross margin-- 29.8% consolidated gross margin, eighty basis points above guidance range. Consolidated gross margin increased one hundred ten basis points sequentially, but decreased one hundred twenty basis points year over year.
  • Adjusted EBITDA-- Adjusted EBITDA was $58 million, down 38% year over year compared to fiscal second quarter ended June 30, 2024, and down 9% sequentially.
  • Net loss-- GAAP net loss was $116 million, compared to net income of $16 million in fiscal second quarter ended June 30, 2024, and a $1 million GAAP net loss in the previous quarter, driven by impairment charges.
  • SG&A expenses-- $155 million reported SG&A expenses; adjusted SG&A was $140 million, reflecting $5 million in professional liability reserve adjustment and $2 million in higher bad debt expense, offset by lower employee-related costs.
  • Nurse and Allied revenue-- $382 million Nurse and Allied revenue, down fourteen percent year over year and eight percent sequentially, with segment volume down sixteen percent year over year.
  • Travel nurse revenue-- $208 million travel nurse revenue, a 25% year-over-year decline, and down 4% sequentially.
  • Allied revenue-- $146 million, down four percent year over year and one percent sequentially for Allied revenue; Allied orders in July were up 3% from March, highlighting outpatient therapy and imaging strength.
  • Physician and Leadership Solutions revenue-- $175 million, down 6% year over year and flat sequentially; Locum Tenens revenue of $103 million was flat year over year and up one percent sequentially.
  • Locum Tenens demand-- Locum Tenens demand so far in fiscal third quarter ending Sept. 30, 2025, is 5% higher than in fiscal second quarter ended June 30, 2025. Management expects year-over-year growth to begin in fiscal third quarter ending Sept. 30, 2025.
  • Physician and Leadership gross margin-- 28.2% gross margin for the Physician and Leadership Solutions segment, down two hundred thirty basis points year over year, but up ninety basis points sequentially.
  • Technology and Workforce Solutions revenue-- $102 million revenue for the Technology and Workforce Solutions segment, down nine percent year over year, driven by declines in VMS and outsourced solutions; segment gross margin was 55.1%, a decrease of 510 basis points from the prior year period in Technology and Workforce Solutions segment gross margin.
  • Language services revenue-- $76 million language services revenue, up 1% year over year and sequentially; utilization was up 6% year over year, offset by competitive pricing pressure.
  • Smart Square sale-- Completed in July 2025 for $75 million ($65 million cash, $10 million note). This will reduce annualized revenue by approximately $17 million and adjusted EBITDA by about $6 million starting in fiscal third quarter ending Sept. 30, 2025.
  • Labor disruption revenue-- $16 million labor disruption revenue, down from $39 million in fiscal first quarter ended March 31, 2025, and zero in the prior year quarter; $5 million is included in fiscal third quarter ending Sept. 30, 2025, guidance, with upside possible from further contract wins.
  • Impairment charges-- Scott reported a non-cash goodwill impairment charge of $110 million related to the Physician and Leadership Solutions segment and a non-cash intangible asset impairment charge of $18 million (Nurse and Allied).
  • Operating cash flow-- $79 million operating cash flow, with capex of $10 million; cash flow was impacted by an approximately $50 million increase in client deposits related to labor disruption events.
  • Debt position-- Ended the quarter with $42 million in cash, $920 million total debt as of June 30, 2025, and $70 million on the revolver; net leverage ratio of 3.3x.
  • Guidance-- Fiscal third quarter ending Sept. 30, 2025, consolidated revenue is expected to be between $610 million-$625 million; gross margin is projected to be between 28.7% and 29.2% for fiscal third quarter ending Sept. 30, 2025; SG&A (reported) is projected to be approximately 23% of revenue for fiscal third quarter ending Sept. 30, 2025. Operating margin is expected to be six percent to 6.5% for fiscal third quarter ending Sept. 30, 2025; adjusted EBITDA margin is expected to be 7.7%-8.2% for fiscal third quarter ending Sept. 30, 2025.
  • Travel nurse orders-- Travel nurse orders fell fifteen percent from March to June 2025 and have been "stable since June 2025," but remain below prior year levels. July 2025 traveler extension rates rebounded sharply.
  • Academic medical centers-- Represent twenty percent of consolidated revenue year to date; have implemented the strongest spending reductions in response to federal research funding cuts.
  • Vendor-neutral vs. supplier-led MSPs-- Pipeline now shows a "slight bias back to supplier-led MSPs" for 2025, reversing a previous trend.
  • Passport platform-- Now serves travel and per diem nurse, allied, and locum tenens specialties; surpassed 300,000 registered users as of fiscal second quarter ended June 30, 2025. More than twenty percent of Nurse and Allied placements are now assisted by Passport automation.
  • International nurse staffing-- Revenue for international nurse staffing is down roughly $100 million from the 2023 peak ($225 million in 2023 to approximately $125 million). Double-digit growth in revenue and EBITDA is anticipated for 2026 in the international nurse staffing business as retrogression improves.
  • Days sales outstanding-- Fifty-four days, nine days lower than a year ago and one day lower sequentially.

Summary

Brian Scott stated that consolidated gross margin rose one hundred ten basis points sequentially, driven by unique quarter-specific items, but decreased by one hundred twenty basis points year over year. Cary Grace highlighted that competitive pricing in language services offset six percent growth in utilization, resulting in modest segment revenue growth. Management emphasized that the sale of Smart Square would trim annualized revenue by $17 million and adjusted EBITDA by $6 million beginning in fiscal third quarter ending Sept. 30, 2025. Volume declines in Nurse and Allied, travel nurse, interim leadership, and search were identified as primary drivers of consolidated revenue and margin contraction, while Locum Tenens remains flat or modestly positive. AMN Healthcare Services(NYSE:AMN) signaled a stabilization of order and extension rates entering July 2025, pointing to potential sequential improvement in fiscal fourth quarter ending Dec. 31, 2025, while reasserting a strategic focus on diversified solutions, automation, and technology platforms.

  • Cary Grace reported that "extension rates in July rebound sharply back … delayed decision-making [is] really start[ing] to break free as we've entered the third quarter."
  • Management expects "double-digit volume growth" in the allied school business in fiscal fourth quarter ending Dec. 31, 2025, with July bookings indicating improvement over earlier quarters.
  • Brian Scott noted that proceeds from the Smart Square sale will be partially offset by repayments of approximately $50 million in client deposits in fiscal third quarter ending Sept. 30, 2025, affecting cash balances and liquidity metrics.
  • Cary Grace stated international nurse staffing will return to volume and revenue growth in fiscal fourth quarter ending Dec. 31, 2025, with "outsized growth opportunities over the next two to three years as visa retrogression dates move forward."
  • Management described competitive stability in nurse and allied bill rates and confirmed that operational changes and new client contracts are expected to improve fill rates and incremental order capture through the back half of 2025.

Industry glossary

  • Visa retrogression: A regulatory delay in processing employment-based visas due to annual quota limits, directly impacting foreign nurse staffing deployment.
  • Labor disruption revenue: Income from staffing services provided during strikes or collective bargaining-related labor shortages at healthcare facilities.
  • MSP (Managed Services Program): A vendor arrangement in which a single provider manages the procurement and administration of contingent healthcare staffing for a client organization.
  • VMS (Vendor Management System): Technology platform used to manage and procure contingent labor across multiple staffing vendors.
  • Passport automation: AMN Healthcare Services' in-house digital tool used to streamline placement and assignment management for clinical staff.

Full Conference Call Transcript

Cary Grace, President and Chief Executive Officer, and Brian Scott, Chief Financial and Operating Officer. I will now turn the call over to Cary.

Cary Grace: Thank you, Randle, and welcome to our second quarter conference call. Second quarter revenue of $658 million was at the upper end of our guidance range. Adjusted EBITDA of $58 million and gross margin of 29.8% exceeded the high end of guidance. At the end of the second quarter, the balance on our revolving line of credit was down to $70 million after we repaid $80 million during the quarter, and we expect further debt reduction this quarter. Through the quarter, uncertainty about government policy impacts placed the healthcare sector in a more cautious stance compared with the first quarter, directly impacting our industry. The strongest indications we had of clients' uncertainty were declines in staffing orders and extensions.

Travel nurse orders in June were 15% lower than March, and our rebook retention rate for travelers fell through the quarter. Our Language Services business also billed fewer minutes in June compared with May. Hiring freezes hampered our physician search business and likely affected demand and volume in locum tenens. Our academic medical center clients have taken the strongest measures to reduce spending in response to cuts in federal funding for research. Academic medical centers made up about 20% of our consolidated revenue year-to-date. Other hospitals have seen some slowing in patient utilization, though still growing year over year.

With the new tax bill now finalized, our clients have some clarity on future changes to reimbursement and their insured population mix, much of which will happen gradually over several years. July saw improvement in key metrics across most of our businesses. In Nurse and Allied, traveler extension rates rebounded sharply in July, which underscores that our clients still have the need for flexible staffing. Travel nurse is largely an acute care business, and while orders have been stable since June, they are running below prior year levels, and we need to see higher order levels to regain volume growth. Allied draws from a more diverse client base with about half of its business coming from non-acute care.

While travel nurse orders fell more than 10% from March to July, Allied orders in July were up 3% from March, benefiting from our strength in outpatient therapy rehabilitation and imaging. We also anticipate a strong year for our allied schools built on robust bookings in the first half selling season and the benefit of innovative solutions like our Televate virtual care platform. Q3 is the seasonally lowest quarter of the year for school staff, and our improved bookings will be more visible in Q4, where we expect double-digit volume growth from the prior year. Our international nurse staffing business is positioned to resume sequential growth in volume and revenue in the fourth quarter, with growth trends continuing into 2026.

We expect this business to have outsized growth opportunities over the next two to three years as visa retrogression dates move forward. Language services revenue was up 1% year over year in the second quarter, with utilization up 6% from a year ago, mostly offset by competitive pricing pressure. Utilization declined from May to June and grew again in July, and our sales pipeline continued to increase and progress over the past three months. Revenue for our Locum Tenens business was flat year over year in the second quarter, and we see good opportunity to deliver consistent year-over-year growth starting in the third quarter. Locum Tenens demand so far this quarter is 5% higher than Q2.

We recently completed the last stages of the MSCR integration and are seeing traction in adding more locums programs into our existing MSP clients as clients seek consistency and cost efficiency in their locum spend. We expect MSP revenue to reach a historic high this year with higher same-client sales and new opportunities for additional growth in Locum. Our labor disruption business has had a successful start to the year, and we could have more activity from now into 2026 supporting a number of clients in large upcoming collective bargaining agreements. Our recently completed AI-enabled event management technology has had positive client reaction and combined with our deep expertise enables us to scale to support more clients.

The staffing industry analysts recently released 2024 market share rankings, showing that AMN Healthcare Services, Inc. retained market share in an intense competitive environment in Travel Nurse and Allied while gaining share due to acquisition in Locum Tenens. In May, AMN Healthcare Services, Inc. was named the largest healthcare leadership search firm by Modern Healthcare. This year to date, our growth strategy to serve all market channels has progressed, supported by our Workwise technology infrastructure. Our operational speed and automation initiatives have resulted in steadily improving fill rates in both our AMN-led MSPs and vendor-neutral programs.

These efforts have been greeted by a healthy pipeline of vendor-led and vendor-neutral MSP opportunities, and we are also building up our client list for direct staffing relationships. We continue to make good progress on diversifying our revenues and building on our technology-enabled services. AMN Passport is one of our best success stories. Passport, our industry-leading app for healthcare professionals, now covers travel and per diem nurse, allied, and locum tenens specialties. We also have extended Passport capabilities to manage float pool work and labor disruption events. These additions have given a boost to Passport, which recently surpassed 300,000 registered users. More significant is the impact Passport is making on our efficiency and user engagement.

More than 20% of our Nurse and Allied placements are now assisted by Passport automation. We have seen other early successes from our rollout of AI capabilities across all facets of our operations, and this will continue to be a key area of focus for us. In early July, we completed the sale of our Smart Square scheduling software to a new commercial business partner, Simpler. This transaction enables us to expand the potential Workwise network of technology partners to deliver workforce planning, staffing, and talent deployment to the benefit of our current and future clients. In two and a half years, we have rebuilt our ability to address all channels of the healthcare staffing market.

We have stabilized and, in some areas, modestly grown our staffing market share, and we are well-positioned to win as demand recovers. For the near term, we continue to manage our cost structure and drive for operational efficiency. Our financial strength and level of innovation stand out in the industry at a time when many competitors are struggling. Now I will hand over the call to Brian for a review of second quarter results and third quarter guidance.

Brian Scott: Thank you, Cary, and good afternoon, everyone. Second quarter consolidated revenue was $658 million at the high end of guidance, driven primarily from better-than-expected performance in our Nurse and Allied segment. Revenue was down 11% from the prior year and down 5% sequentially. Consolidated gross margin for the second quarter was 29.8%, 80 basis points above the high end of our guidance range. Year over year, gross margin decreased 120 basis points, while sequentially, gross margin increased by 110 basis points. Consolidated SG&A expenses were $155 million compared with $149 million in the prior year and $148 million in the previous quarter.

Adjusted SG&A, which excludes certain expenses, was $140 million in the second quarter, compared with $137 million in the prior year and $136 million in the previous quarter. The sequential SG&A increase was primarily due to a $5 million unfavorable professional liability reserve adjustment and $2 million in higher bad debt expense, more than offsetting lower employee costs and other expense management efforts. The majority of the professional liability reserve adjustment was recorded in the Nurse and Allied segment, while the bad debt charge was in the Physician and Leadership Solutions segment. Second quarter Nurse and Allied revenue was $382 million, down 14% from the prior year, driven mainly by lower volume, partially offset by labor disruption revenue.

Sequentially, segment revenue was down 8%, primarily due to lower layered assessment revenue and seasonally lower volume. Labor disruption revenue in the quarter was $16 million compared with $39 million in the first quarter and zero in the prior year quarter. Year over year, segment volume decreased 16%. Average rate was down 2%, and average hours worked were down 1%. Sequentially, volume was down 3%, while the average rate and hours worked were both flat. Travel nurse revenue in the second quarter was $208 million, a decrease of 25% from the prior year period, and 4% from the prior quarter. Allied revenue in the quarter was $146 million, down 4% year over year and 1% sequentially.

Nurse and Allied gross margin in the second quarter was 23.9%, an increase of 10 basis points year over year. Sequentially, gross margin was up 120 basis points due to lower payroll taxes and a favorable business mix. Moving to the Physician and Leadership Solutions segment, second quarter revenue of $175 million was down 6% year over year, driven by lower volume across the search and interim leadership businesses. Sequentially, revenue was flat. Locum Tenens revenue in the quarter was $103 million, flat year over year and up 1% sequentially. Interim leadership revenue of $23 million decreased 25% from the prior year period and 5% sequentially. Search revenue of $9 million was down 29% year over year and 2% sequentially.

Gross margin for the Physician and Leadership Solutions segment was 28.2%, down 230 basis points year over year on a lower bill-pay spread and an adverse revenue mix shift. Sequentially, gross margin increased 90 basis points mainly due to a favorable sales allowance adjustment in the Locums business. Technology and Workforce Solutions revenue in the second quarter was $102 million, down 9% year over year, primarily driven by declines in our VMS and outsourced solutions businesses. Sequentially, revenue was flat. Language services revenue for the quarter was $76 million, up 1% both year over year and sequentially. VMS revenue for the quarter was $19 million, a decrease of 31% year over year and 2% sequentially.

Segment gross margin was 55.1%, down 510 basis points from the prior year period, primarily due to lower revenue from VMS outsourced solutions. Sequentially, gross margin declined 40 basis points. In July, we completed the sale of Smart Square for $75 million, with $65 million paid at closing and $10 million in an eighteen-month note. This business was included in our Technology and Workforce Solutions segment. Starting in the third quarter, this transaction will reduce annualized revenue by approximately $17 million and adjusted EBITDA by about $6 million. Second quarter consolidated adjusted EBITDA was $58 million, down 38% year over year and 9% sequentially.

Adjusted EBITDA margin for the quarter was 8.9%, down 380 basis points from the prior year period and 40 basis points sequentially. During the second quarter, we recorded a non-cash goodwill impairment charge of $110 million related to our Physician and Leadership Solutions segment. We also recorded a non-cash intangible asset impairment charge of $18 million related to our Nurse and Allied segment. Second quarter net loss was $116 million, driven by the goodwill and intangible asset impairment charges. This compared with net income of $16 million in the prior year period and a net loss of $1 million in the prior quarter. Second quarter GAAP diluted loss per share was $3.20.

Adjusted earnings per share for the quarter was $0.30, compared with $0.98 in the prior year period and $0.45 in the prior quarter. Days sales outstanding for the quarter is fifty-four days, which was nine days lower than a year ago and one day lower sequentially. Operating cash flow in the second quarter was $79 million, and capital expenditures were $10 million. The quarter and year-to-date cash flow has been favorably impacted by an approximately $50 million increase in client deposits related to labor disruption events. These deposits will be repaid during the third quarter, somewhat offsetting the proceeds received from the Smart Square sale.

As of June 30, we had cash and equivalents of $42 million and total debt of $920 million, including $70 million drawn on a revolver. We ended the quarter with a net leverage ratio of 3.3 times to one. Moving to third quarter guidance, we project consolidated revenue to be in a range of $610 to $625 million. This revenue guidance includes $5 million related to labor disruption support. Gross margin is projected to be between 28.7% and 29.2%. Reported SG&A expenses are projected to be approximately 23% of revenue. Operating margin is expected to be 6% to 6.5%, and adjusted EBITDA margin is expected to be 7.7% to 8.2%.

Additional third quarter guidance details can be found in today's earnings release. And now let's go back to Cary for some closing remarks.

Cary Grace: Thank you, Brian. Before I open the call for questions, I want to acknowledge the recent passing of AMN Healthcare Services, Inc.'s former Chairman, Doug Wheat, last month. Doug will always be a pivotal figure in both the growth story of AMN Healthcare Services, Inc. and as a friend and mentor to so many of us. Doug served on our Board of Directors for twenty-six years and was the Board's Chairman for seventeen years. Doug's legacy lives on in the values he championed, the people he impacted, and the continued impact of AMN Healthcare Services, Inc. on the lives of healthcare professionals and patients across the country.

We are grateful for his extraordinary contributions and extend our deepest sympathies to his wife Laura and his entire family. I know I speak for many in saying how deeply he will be missed. Among the many great things about AMN Healthcare Services, Inc., our people and our culture are the foundation of what makes AMN Healthcare Services, Inc. so special, and we are grateful for the many years Doug was a part of the wonderful AMN Healthcare Services, Inc. team. Operator, you can open the call for questions now.

Operator: Thank you. At this time, we will conduct a question and answer session. As a reminder, to ask a question, you will need to press 11 on your telephone and wait for your name to be announced. To withdraw your question, please press 11 again. Please standby while we compile the Q&A roster. Our first question comes from Trevor Romeo with William Blair. Your line is now open.

Trevor Romeo: Hey, good afternoon, everybody. Thanks for taking the question. The first one I had was, you would just love, I guess, any more color on how your clients are kind of thinking about their contingent labor needs at this point. I think, Cary, you noted the slower decision-making in Q2 followed by some improvement in July. I think there were a few comments you already had on kind of the demand levels, but would love maybe just more color on how you saw the trends move throughout the quarter and maybe more importantly, what your clients are telling you as far as where their contingent labor needs could go forward with the various uncertainties out there?

Cary Grace: Yeah. So let me take demand first, and then I'll maybe more broadly talk about what we're seeing in terms of their needs around workforce solutions. So I mentioned this in the call, but what we really saw as we kicked off the year is a very healthy start to the year. We saw year-over-year increases in demand. As we got into the second quarter, we really started to see the uncertainty of some pending policy changes, whether it was around tariffs, around healthcare funding as part of the spending bill, and for academic medical centers, potential cuts in research budgets. And so we saw that uncertainty result in delays in decision-making throughout the second quarter.

What we've seen really starting in July, and we've, you know, we're only kind of a week into August, but we have seen demand stabilize in nurse. We are seeing demand up in allied and in locum. And we saw extension rates in July rebound sharply back. And so we've seen some of the delayed decision-making really start to break free a little bit as we've entered the third quarter. Now what we experienced in the second quarter plays through to what we see in the third quarter. And so some of the stabilization or increase in demand we would expect to start to come through more in the fourth quarter or towards the end of the year.

If I step back and think a little bit about what clients are thinking about contingent labor, we really are at a period where for many clients, they have normalized both their utilization of labor. And when we look at where premium contingent cost over fully loaded permanent cost is, we're down to high single digits. This past quarter, we were more at 9%, which is at a really kind of low end of what you would see historically. And so we've seen that contingent spend normalize. As systems were focused on permanent hiring, and they were focused on building flexibility, whether that was in flexible or other ways.

We are very focused on helping them across all of their total talent solutions. So throughout this, we help them in permanent hiring. We help them with building up their internal float pools, whether we're running that or they're running that. Whether they want to do programs or they want to do per diem. So we are seeing the start of broader conversations about how you're really gonna manage and sustain a quality, cost-effective workforce in the future. Things like predictive analytics, more data, we're seeing interest in program management, particularly in historically decentralized areas like Locum.

And so we would expect, Trevor, those trends to continue, particularly as organizations are dealing with still increasing patient utilization and a limited supply of clinicians.

Trevor Romeo: Interesting. Yeah. Thank you very much, Cary. That's really helpful color. And then I guess I also just wanted to ask on your gross margins, particularly in the Nurse and Allied segment. I think they picked up nicely from last quarter. I was just wondering if you could give us a little bit more color on the drivers there. I think Brian talked about a favorable mix, but did you actually see underlying spreads improve a bit there or the competitive activity stabilize? And then what's your outlook for spreads in kind of the core Nurse and Allied moving forward?

Brian Scott: Yeah. Thanks, Trevor. Yeah. The underlying spreads in Nurse and Allied have been more stable. So we did have a little bit of better gross margin performance from what we guided in both the Nurse and Allied and Physician Leadership segments. But most of that was more either a couple of one-time items like sales allowance. We had a payroll tax benefit in the second quarter as well. And then we picked up a little bit of additional international perm placement revenue at a very high margin. So there were a couple of good guys in the quarter, which helped out. Same on Physician Leadership, we had a sales allowance reduction.

So with the same thing in locums, we didn't see an improvement in margin. And so as we think about our focus right now, it's actually on just trying to drive as much volume as possible, and there's been pretty stable bill rates. And so that has led to pretty stable margins. And we would expect to see that as we go into the third and fourth quarter as well.

Trevor Romeo: Got it. Yeah. Nice to see some stabilization there. Thank you both. I really appreciate it.

Cary Grace: Thank you.

Operator: Our next question comes from Kevin Fischbeck with Bank of America.

Kevin Fischbeck: Great. Thanks. I was just wondering if you could provide a little more color, I guess, in when you kind of think that these numbers will have kind of actually bottomed. I guess when you talk about some of the firming and demand that you're seeing, are those comments like seasonally adjusted? I know that oftentimes, timing through the year can change when orders start to rebound or would be expected to rebound. So just wanted to get more color on when you thought we might start to see year-over-year growth again.

Cary Grace: Yeah. Number one, welcome back. Nice to hear your voice. Thanks. A couple of things in demand. If I look at second quarter year over year, and what we're seeing in clients, if you look at the decrease in utilization, the vast majority of that year-over-year decrease came from a concentrated number of clients. And the majority of that concentrated group of clients was academic medical centers. And so we saw the biggest change in utilization from a relatively small group of clients. In the remainder of the utilization declined year over year, it was concentrated in clients that were at the tail end of rolling off that we had lost in 2023 or early 2024.

So think of that as really that tail end has played through. If we look at what we're seeing in the early days of Q3, we are seeing academic medical centers in aggregate, their volumes up from what we saw over the past four quarters. So, Kevin, what I would say is in terms of where we have seen some of the declines, we're seeing even into this quarter some stabilization of those clients. And you're always gonna have puts and takes in any given month or quarter for some clients. But I think some of the challenges that we had seen over the past year, we've seen that play out over the past couple of quarters.

Brian Scott: Yeah. I'd just add. So when you, as Cary mentioned at the beginning of the call, we saw the extension rates decline during the second quarter. That had some nominal impact on Q2, but you were gonna feel it more in the third quarter, which is reflected in the guidance in the sequential decline in travel nurse. And, again, the decline in orders that also, yeah, we started to see a little bit in April, but more so in May and June. That also compounded the impact we're seeing on volume in the third quarter. Orders have been stable now for the last, you know, two-plus months. Still at a lower level than they were earlier in the year.

But they've, you know, with the extension rates picking back up again, and stability in order levels, it feels like we're kind of at this current normal level right now. We've had some better booking trends. And so our expectation is that as we go through the back half of the year, just like, conservatively, is that we'll start to see more winter orders come in the next, you know, sixty days. We're already having some conversations with clients about that. And so that as you think about the shape of our volume, you'll see some declines from July through the end of the quarter, which is already really just a function of what happened in the second quarter.

But as we continue to look at our booking trends and moving into the fourth quarter, that will start to turn back positive on a month-to-month basis heading through the fourth quarter. And as we move into 2026 as well. So overall, it feels like the backdrop is stable. Now it's a question of just if that extension rate is kind of the first sign of clients getting back to a little bit more normal buying behavior. The next thing we'd wanna see is orders start to improve again as well. And in the meantime, of course, we're not just waiting for that to happen.

We're making very proactive steps around improving our fill rates with the orders that we have, building our pipeline of MSP opportunities to access more orders. And we talked about improving our internal capture on third-party as well. All those things are gaining traction. And so that would be incremental as we move into the back half of the year.

Kevin Fischbeck: Okay. And then I guess I appreciate the commentary around legislative uncertainty, I guess, particularly among teaching hospitals. But I guess we did also see during the quarter sequential declines in growth rates of volumes. You know, I guess, to what extent have hospitals been talking to you about that and how it might relate to their need for temp staffing?

Cary Grace: What we're seeing is when you get into kind of July and into August, we start to see demand either stabilize in nurse and or pick up in allied and in Locum, we would typically see, Kevin, and clients have told us to expect similar timing this year. We would start to see winter order needs come in the end of this month and early September. So we kind of look at demand both in terms of what we've been seeing in the base business, and then we would expect in the next, you know, six weeks, eight weeks to start seeing some future orders come in around some of their winter needs.

Brian Scott: But I don't, you know, this does rate of growth in patient volume has slowed down, it's still up. You know, it was up last year. It's still up on a year-over-year basis. I don't think that's really the major, you know, driver of any change in client's buying behavior. I think in some of these other factors that we've talked about, that have been, you know, more impactful but really haven't had, you know, client feedback around with the volume slowing down so that's a big driver of any change in their buying.

Kevin Fischbeck: Alright. Great. That's helpful. Thank you.

Operator: Our next question comes from A.J. Rice with UBS.

A.J. Rice: Maybe the flip side of these academic medical centers and hospitals generally putting hiring freezes on and being a little tougher on the permanent hires might be a step up in people being willing to consider travel nurse assignments or allied assignments. Have you seen what's happening with respect to new applicants and so forth?

Cary Grace: So we have seen we still have healthy supply. Take aside, you know, certain specialties or locations. This really is about demand, not about supply. And so if you have an order that is priced right, we don't have a challenge filling it. And in fact, you know, even when, you know, people will pull up and look at, like, demand week to week, if you have orders that come in that are priced appropriately, that'll get filled immediately. It won't even kind of, you know, have more than a couple days of time. And so it's not a supply challenge right now and an interest challenge. It's is the package attractive enough for them to sign on?

That is true overall. I'd say that's particularly true in locum, where you still see, you know, healthy demand in locums and have seen that throughout the year. It really is you have to have attractive pay packages to be able to get them to sign on because they have a number of options.

Brian Scott: I mean, A.J., it's a good point. I think that's, you know, slowed down in some slowdown in healthcare hiring. They're still hiring, but usually, there's a lag effect of that. So if they go through, if they continue to slow down on their permanent hiring, and you have, you know, kind of normal attrition, it takes a few months, but then we've seen that before where then you start to start to feel more of a tension on their staffing levels. And that's where you could see demand pick up. But it hasn't, we haven't seen that yet, but it's certainly we've seen that trend historically.

A.J. Rice: Okay. You called out some wins in MSP. I wondered if you could step back. There was some debate a while back, but it seemed like it was normalizing. People either moving away from MSP or people churning contracts generally. What are you seeing now? Are you seeing more activity? And that's part of what you're picking up? I know the market is somewhat disruptive with deals out there and so forth. Is that creating opportunities? What's happening on the MSP side and your ability to potentially grab incremental share?

Cary Grace: Yeah. What we have seen so far is coming out of COVID, we saw two things around programs. Number one is almost no matter what model a client was in, they weren't happy with what the outcomes were during COVID. So they were open to new models. We have seen, we still see clients that may look at different models. But we've seen, you know, I'd say, a little bit of normalization of that sentiment coming out that we saw coming out of COVID. The other thing we saw is we saw a bias towards vendor neutral, really in 2023 and '24. In 2025, if you look at our pipeline, we have a slight bias back to supplier-led MSPs.

And so you are seeing some of that normalize. We've had a couple of examples in our pipeline where we had a client who may have gone to a tech-only solution. They're having challenges filling. And so they're open now to going back in more of a risk-aligned, risk-sharing type of program, like a supplier-led MSP. So our strategy has been to serve clients in the model that they choose, whether that's a supplier-led or vendor-neutral MSP, whether that's direct. We have had success in all of those over the past, you know, eighteen months, which is really why you saw an SIA with the recent market share rankings, us holding our market share.

And so we want to serve that growing group of clients that wants MSPs. We also simultaneously want to serve clients who want vendor-neutral and direct relationships and build from there.

A.J. Rice: Okay. Thanks a lot.

Brian Scott: Pleasure.

Operator: Our next question comes from Tobey Sommer with Truist.

Tobey Sommer: Thanks. We want to start out with just a question on the guidance. How do we square the revenue below and gross margin down but SG&A better? What are the moving pieces? Bonus accruals came to mind, but perhaps there are other moving pieces you could illustrate for us.

Brian Scott: Hey, Tobey. Well, no. I'll just start on the SG&A. As you mentioned in the prepared remarks, our second quarter SG&A, the team's done great work in, you know, trying to manage our cost effectively. You know, made process and automation changes to be able to bring down some of our costs. And so that was really playing through in the second quarter, but then we had the actuarial adjustments and higher bad debt that, you know, collectively was, you know, $7 million and change. So if you remove that and look at the underlying SG&A, you're looking at something, you know, in the low one-thirties.

And then with the sale of SmartSquare, kind of third quarter is the first quarter reflecting about a $2 million reduction in SG&A from that as well. So we're in the low one-thirty range of SG&A, which is what's that's adjusted SG&A. So excluding stock-based comp and a small amount of the write-backs, that's where you end up with the guidance that we gave for the third quarter. And that and reflecting through to the EBITDA margin. On the gross margin side, I kind of mentioned that Q2 had a couple of unique items that were favorable. The SmartSquare divestiture, it's about a 30 basis point impact to gross margin on a consolidated basis. 100 to the segment.

But if you think about the second quarter actual to the third quarter guide, of the midpoint, again, about 30 basis points related to that sale. And then the balance of it is a few things that happened in the second quarter that aren't gonna occur in the third. Underneath that, you've got a pretty stable margin profile across the businesses. Appreciate that. Thank you.

Tobey Sommer: With respect to Strike opportunities going forward, are you still managing that aspect of your business only for kind of your best core clients where you can manage the whole experience, or are you pursuing business sort of more broadly in a different fashion?

Cary Grace: We are using our strike support to support our clients. So both our MSP clients as well as our VMS clients. And there is strong interest in both of those groups. The technology that we have built enables us to be able to scale more effectively in supporting strikes without disrupting our core business. The challenge we had historically, Tobey, is, you know, when we were supporting a strike for a strategic client, it really took so many resources away from our core business. That it was hard to do both simultaneously. We've made a lot of operational efficiencies. Brian just talked about a number of them.

And the technology that we built that we can do both, and we were able to do both in the fourth and first quarter. In the strikes that we supported. We have a healthy pipeline that we were intentional about building for the back half of the year that we are supporting a number of clients in some large CBAs that they are negotiating. You never know if a strike is gonna go or not. But we feel like this is both an important capability that matters greatly to clients that we wanna support, and we have a differentiated ability to support it now than we did in the past.

Brian Scott: Thanks. If I could sneak one in and then, you know, get back in the queue one more about language services? What's the growth algorithm and expectation from here, after, I think, what you described as a slowdown in February. Thank you.

Cary Grace: Yeah. Let me tell you a little bit about what we're seeing in language services. So first, we love this business. It is an important service that we provide both in acute and non-acute settings. When we look at quarter over quarter, we had mid-single-digit growth in utilization, but that was offset. We've seen significant competitive pressure on price per minute. And so that resulted in, from a net basis, very, very modest growth. We would expect those trends to continue. From a top-line standpoint, the softness in utilization that we saw really kind of in the second quarter going into the third quarter. When we talk to others in the industry, they are seeing something similar.

So our focus is not just on, you know, continuing to strongly manage this business. But we have built over the past couple of quarters a strong pipeline that we would expect to progress as we go through the next couple of quarters that would help us get back some stronger top-line growth ending this year going into next year.

Brian Scott: Thank you.

Tobey Sommer: Thanks, Kevin.

Operator: Our next question comes from Brian Tanquilut with Jefferies.

Brian Tanquilut: Hey. Good afternoon. You've got Jack Slevin on. Just wanted to maybe turn a little more broadly just to the competitive environment. And appreciate your comments on sort of being able to hold share with some of the latest SIA data that's out there. But maybe thinking about opportunities to potentially win share. I guess, the chatter we get is that plenty of the private comps of yours are under significant pressure. And I'm just wondering if you could maybe just dive into a little bit of what you're seeing in terms of actions, whether it's on price or other things from the competitors in the landscape?

And then maybe just how you think about what does that look like on a multiyear basis if you are to sort of win out in the market? Is it more of just the same and then waiting for others to capitulate, or is there, you know, more action that needs to be taken? Thanks.

Cary Grace: Yeah. So a couple of things. One, I'll talk about just the, you know, kind of winning share dynamics. And then I know we've also started to see what we think are the beginnings of consolidation that will continue. The industry is still relatively fragmented. So in terms of what we're seeing from a competitive dynamic, our goal is to gain share. And so stabilizing and, in some cases, growing our share, which, you know, happened in 2024, is a step to gaining market share. We are very focused on how we do that in a couple of ways. One is how do we continue to build on net new clients? On strategic net new clients.

So net new wins, expansions, net of losses, year to date, we are up modestly. We continue to build our pipeline and progress our pipeline. To be able to get new brand new clients to be able to sell more of our solutions to. Second is how do we continue to expand, which we have had success in. I'd say particularly in locum, strike, and to a lesser degree in language services, to some of our MSP clients. And then how do we fill more? So Brian talked about this a little bit earlier in some of our operational initiatives. We have higher fill rates both on our internal capture of our MSPs, but also on our own VMS platforms.

And you will see us continue to focus on those areas. So that is the trifecta of how we continue to work on gaining market share. From a competitive standpoint, we think that the challenging position that some of our competitors are in is gonna give us an ability to continue to have differentiated solutions to be able to win more clients with. Strike is a great example of a very important solution for clients that have unionized populations. That we now can uniquely support in ways that other competitors can't. What we're doing with Passport and being able to support float pools is another great example.

So we think that we will extend our differentiation during this period with competitors having challenges. We've also seen the beginnings of some consolidation over the past two quarters. We think that will continue into 2026. And we think there's always opportunity over the coming years. That consolidation will benefit us.

Brian Tanquilut: Okay. Got it. Really, really helpful color. I'll just jump with one quick follow-up here and just say on the international piece, appreciate some of the updated commentary there. I'm wondering if you can just dig in a little bit deeper in terms of exactly we see the turn probably later this year, but then what the path to sort of grow that over time, you know, I guess, what the checks we would wanna see are to know that is on track and the extent of the recovery in revenues that you can get on a multiyear basis? Thanks.

Cary Grace: So let me give you a little bit of the shape of what that will look like. And then between Brian and I, we can talk through, you know, different scenarios of what that could look like. So we expect an international that we will go back to growth. It will be very modest in the fourth quarter. The bigger thing for us in the fourth quarter is that this has been a significant headwind for us for the past two years as retrogression has taken place. So us getting back to being neutral with a very slight positive in the fourth quarter is important to us.

As we get into 2026, we would expect, even under conservative assumption, for us to grow both revenue and EBITDA in the double digits depending on different scenarios of how much forward movement of retrogression you would get. That could, you know, range, you know, more highly in terms of how you get the recovery. It'll be a multiyear recovery. But we know enough now and even under conservative assumptions that you will get into double-digit growth both top and EBITDA for international next year.

Brian Scott: Yeah. I'll say if we, you know, all the talk of immigration, it's, let's say, it hasn't, we have ever listened directly impact the business as much. Maybe a little bit of a slowdown in some of the state department processing, but, you know, those visas that are allocated still exist. And so, you know, we still see, you know, good demand from clients. There's still a, you know, we have a large and growing pipeline. And so to Cary's point, it's as we talked about before, it's still feel like it's not a matter of if, just a matter of when. It's just very difficult to predict, you know, how the dates will continue to move forward.

We know they will. There'll be, you know, got a new budget year coming up soon. We typically see in the heels of that, you know, movement on the dates, and so we're, you know, we're just being a little bit cautious on our forecast of what that will look like. If you went back into history, we've had retrogression. There's been periods where there's been pretty significant movement forward. But we just, it's just really hard to predict at this point what's gonna happen. But to Cary's point, even in very conservative scenarios, we absolutely expect to resume growth, particularly as we move into 2026. It's just that the magnitude is still the part that we can't quite predict.

Cary Grace: And the last piece that I'll mention is whether it's, you know, the hospital association or other lobbying groups, there's really broad support for bringing in clinicians. It is an incredibly important source of clinical supply really for all, but I'd say really acutely for rural hospitals. And so we would expect, you know, there to continue to be a strong level of support into 2026.

Brian Tanquilut: Got it. Super helpful. Appreciate all the questions.

Operator: Our next question comes from Mark Marcon with Baird.

Mark Marcon: Afternoon. Most of my questions have been asked, but I wanted to just dig in a little bit deeper on some of them. So starting with visa retrogression, can you remind us, like, what was the peak level of revenue on the international nursing side? Where is it currently so that we have a base level that we're gonna build double digits from?

Cary Grace: Brian's getting you that number. Yeah. I mean, just as a reminder, we've come down by about $100 million from the peak in 2023. So we were at about $225 million of revenue in 2023. We're running it now more like $125 million. So that's when we've talked historically, you know, previously about just, you know, just getting back to that level, that $100 million and the flow through from. And we have pipeline that could take us beyond that, but that gives you kind of more magnitude in our EBITDA margin is north of 30% in that business.

Mark Marcon: Great. And then on the labor disruption side, it sounds like we're building it. We did $16 million last quarter. We're building in $5 million for this quarter, but it sounds like there are a lot of CBAs. So is $5 million a really conservative number?

Cary Grace: We have line of sight to the $5 million in the third quarter. We always put mark $5 million in because we can't really, you know, with any degree of precision, like, both timing and magnitude, be able to predict more than that. There is upside in the third quarter from that number. If some of those CBAs, if the union strikes, there is also upside potential in the fourth quarter as well. Based on the CBAs that we know we are supporting. So there is both third quarter and fourth quarter upside.

Brian Scott: Yeah. It's but it's a bigger, the more likely the larger revenue I pay would be season four and first quarter next year. There are a couple of smaller things that could happen in the third quarter, but, again, it's just we have good, like I said, we have contracted work that supports the guidance we gave. There's a couple others that may or may not happen that are smaller that, but, you know, I don't feel conservative. You know, maybe, but I think it's appropriate based on what we know right now.

Mark Marcon: Okay. And then on the competitive environment, you, we all know there's a number of players out there that are struggling, and then we also have consolidation. In terms of the players that are struggling, are there any sort of negative impacts that you're currently seeing from a pricing perspective just as they struggle to maintain viability, or is pricing staying from a competitive perspective staying, you know, fairly stable? And then how should we think about pricing as we do get that stabilization or rationalization in terms of industry capacity?

Cary Grace: I, you know, I think what we've seen more in terms of the pricing is just the competitive environment, and we've really been in that for several years. So I don't know that anything has incrementally changed. I think, Mark, when you look at, you know, we've had relative stability in bill rates in nursing. You know, revenue per day in locums has continued to increase. But you've seen relative stability in our Nurse and Allied business. So what you'd really wanna see as you get into 2026 is you still have underlying increases in, you know, wages that are going on, and you'd really want to see that reflected in bill rates.

Because the premium spread from contingent to permanent is high single digits. And so I don't know that there's a lot of room to go from there. So that's what you wanna see more competitively. And I think that, you know, regardless of financial position, there's gonna be an interest in, you know, all players being able to maintain some level of margin.

Mark Marcon: Great. And then you have the SmartSquare divestiture. You're not anticipating any other divestitures, are you?

Cary Grace: No. You know, from a background standpoint, I know we talked about this in the press release, what we were seeing in SmartSquare, which really led to the strategic decision of a divestiture is it's a great platform. It's a great team. That buy and the implementation was increasingly becoming part of a broader ERP buy and decision. And it was tied in a lot of cases to time and attendance. And so for us, we looked at it as a win-win, which is we found a great partner in home in Simpler. It was a great outcome for the clients of that platform.

And for us, it allows us to focus our CapEx spend on areas that are growing more strongly. And it really created for us an ability to more robustly partner with all these different providers that also have some scheduling systems. We had kind of a competitive friction with them in the past. So we view that whole opportunity as a very strategic decision.

Mark Marcon: And then just from a financial perspective, you've got that $50 million that you're gonna be paying back, but then you ended up getting the cash. How are you thinking about, and then you also mentioned that you plan to pay some more of the revolver. Where do we think cash flow is going to be for the third quarter?

Brian Scott: We'll, on an operating cash flow, we'll have a use of cash because of the debt deposit refund. But at your point, we'll have all the proceeds from that sale. So maybe I'll answer a little bit differently. We are, and we're getting, like other companies, some cash tax benefit from the tax bill. We would expect all of our balance to be somewhere around $30 million at the end of the third quarter. So wait. That's quite easy. Probably trying to get to there. We're obviously continuing to make really good progress on reducing that revolver balance and have, you know, more and more line of sight to getting that fully paid off here.

If not, at the end of the year, you know, shortly thereafter.

Mark Marcon: Fantastic. Thank you.

Operator: Our next question comes from Jeffrey Silber with BMO Capital Markets.

Jeffrey Silber: Hey. Good afternoon. This is for Jeff. I was just hoping to dig into the underlying bill rate and volume assumptions for the third quarter Nurse and Allied guide. I think you mentioned pretty stable bill rates and perhaps some softness on the volume front. Was just hoping to get some more color there. Thank you.

Brian Scott: Yeah. I mean, that's, you've kind of characterized it pretty well. The way it's, the bill rates have been pretty stable, and so we, you know, really, as Cary mentioned, that would be, you know, that would unlock more volume if, you know, clients are still testing low rates in certain markets and certain clients. And so that's, you know, we can fill, but it takes longer. Or in some cases, they just, they can't be filled by us or anybody else. When we get an appropriate price order, we're able to fill them very quickly.

So as you look at the guide we gave for the third quarter, it really, for the travel nurse business, it's the, that decline is really all volume-driven. We really haven't seen any, you know, change in hours worked as well. So that's the bulk of the sequential change. Allied is also a down a little bit, partly just again with the school year. This is kind of the low point in the season. And that's probably the main drivers for the Nurse and Allied segment.

Jeffrey Silber: Got it. And then for the follow-up, was wondering what your exposure is to rural hospitals?

Cary Grace: You know, we pulled that up a couple months ago. I, we don't have, I'd say, kind of disproportionate exposure to rural versus urban. So I'd say it's not kind of oversized or undersized.

Jeffrey Silber: Great. Thank you.

Operator: This concludes the question and answer session. I would now like to turn it back to Cary Grace for closing remarks.

Cary Grace: Thank you for joining our second quarter earnings call. Our entire team appreciates your interest in AMN Healthcare Services, Inc.

Operator: Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.

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Motorola Solutions (MSI) Earnings Transcript

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Date

Thursday, August 7, 2025, at 5 p.m. ET

Call participants

  • Chairman and Chief Executive Officer β€” Greg Brown
  • Executive Vice President and Chief Financial Officer β€” Jason Winkler
  • Executive Vice President and Chief Operating Officer β€” Jack Molloy
  • Executive Vice President and Chief Technology Officer β€” Mahesh Saptharishi
  • Vice President, Investor Relations β€” Tim Yocum

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Takeaways

  • Revenue-- $2.93 billion P25 system upgrade and LMR Services Order for the City of Chicago in fiscal Q2 2025, up 5% year-over-year (non-GAAP), driven by growth across all three technologies, supported by $39 million in acquisition-related revenue, and $9 million in foreign currency tailwinds.
  • Software and services growth-- Segment revenue increased 15% year-over-year, with software and services backlog rising $1 billion year-over-year to a record $10.7 billion, attributed to multiyear contract demand in all three technologies.
  • Operating margin-- Non-GAAP operating margin reached 29.6%, expanding by 80 basis points, driven by improved sales and operating leverage (non-GAAP); GAAP operating earnings were $692 million (25.0% of sales), up from 24.5% in fiscal Q2 2024 (GAAP).
  • Earnings per share-- GAAP EPS was $3.04. Non-GAAP EPS was $3.57, a 10% year-over-year increase in product orders, supported by higher sales, margin expansion, and a lower diluted share count (non-GAAP).
  • Operating cash flow-- Operating cash flow reached $272 million, up $92 million year-over-year; free cash flow improved by $112 million to $224 million.
  • Backlog-- Ended fiscal Q2 2025 with over $14.1 billion of backlog, up $150 million year-over-year, with $19 million sequential growth; Product and SI backlog declined by $92 million year-over-year due to strong LMR shipments, while SNS backlog increased $191 million sequentially.
  • Orders-- Record fiscal Q2 orders, up 27% versus fiscal Q2 2024, including 10% product order growth and major wins such as an $82 million P25 upgrade and a $2.93 billion P25 system upgrade and LMR services order for the City of Chicago.
  • Silvis acquisition-- Closed post-quarter for $4.4 billion upfront consideration; expected to contribute $185 million in revenue in the 2025 stub period and at least $0.20 accretion to EPS in 2026.
  • Guidance raised-- Full-year 2025 outlook now forecasts $11.65 billion in revenue (7.7% growth, non-GAAP), non-GAAP EPS of $14.88-$14.98 for fiscal 2025, operating cash flow of $2.75 billion (up 15%), incorporating Silvis and $75 million in associated transaction fees for the full year.
  • Shareholder return-- $218 million spent on share repurchases at under $415 per share, $182 million in cash dividends paid, and $48 million in capital expenditures.
  • Gross margin outlook-- The company now expects gross margins to increase year-over-year for full year 2025, revising prior full-year guidance, with anticipated 100 basis point expansion in operating margin year-over-year.
  • Segment performance-- Products and SI revenue was $1.7 billion, flat year-over-year, with 26.7% operating margin for the Products and Systems Integration segment; notable orders included federal and state LMR and video system upgrades.
  • Regional results-- North America revenue was $2 billion, up 6% in North America; International revenue was $738 million, up 4%, led by LMR growth.

Summary

Motorola Solutions(NYSE:MSI) reported record fiscal Q2 2025 revenue and EPS, supported by robust order activity and continued high demand for both software and services. Management highlighted major new multiyear contracts, most notably in LMR, and the integration of Silvis, which materially augments mission-critical network capabilities and is expected to be accretive to EPS by at least $0.20 in 2026. Product innovation, including the launch of the SCX video remote P25 speaker mic and next-generation base stations, provides new hardware and recurring software and services revenue opportunities. Strategic guidance was raised across revenue, non-GAAP EPS, and operating cash flow for fiscal 2025, reflecting both organic momentum and initial contributions from Silvis, as well as disciplined capital allocation through share buybacks and dividends.

  • Management said, "we expect Silvis to grow about 20% in 2026," while clarifying that Ukraine-related revenues will be under 15% of Silvis revenue in 2025 and even less in 2026.
  • Chief Technology Officer Saptharishi noted, "the other element of Silvis is spectrum monitoring. And it's probably very important to talk about in the context of drones," underlining new capabilities for spectrum-based drone detection and integration into public safety workflows.
  • Chief Operating Officer Molloy stated, "We see the TAM for unmanned at about $3 billion and growing ... not be surprised to double it in the next four years," articulating the company's expectation of rapid addressable market expansion driven by the Silvis transaction.

Industry glossary

  • LMR (Land Mobile Radio): Wireless communications system used primarily for mission-critical public safety and enterprise sectors, enabling voice and data communications among field users.
  • MCN (Mission-Critical Networks): An expanded technology category at Motorola Solutions, now including land mobile radio along with newly acquired mobile ad hoc networks from Silvis.
  • P25 (Project 25): A digital radio communications standard designed for U.S. public safety organizations for interoperable communication.
  • Stub period: The partial period from the closing date of an acquisition to the end of the fiscal year, during which initial integration and revenue recognition occur.
  • Spectrum monitoring: Technology for detecting, analyzing, and managing frequency use in communications systems, used for applications such as drone detection.
  • Alta: Motorola Solutions' cloud-based video security platform, noted as a driver of cloud software growth in the video segment.
  • SVX / SCX: Motorola Solutions' newly launched body-worn device acting as a video-enabled P25 speaker mic, positioned as both a hardware and a software/applications revenue generator.

Full Conference Call Transcript

Operator: Good afternoon. And thank you for holding. Welcome to the Motorola Solutions second quarter 2025 earnings conference call. Today's call is being recorded. If you have any objections, please disconnect at this time. The presentation material and additional financial tables are on the Motorola Solutions investor relations website. In addition, a webcast replay of this call will be available on our website within three hours after the conclusion of this call. The website address is www.motorolasolutions.com/investor. All participants have been placed in a listen-only mode. You will have an opportunity to ask questions after today's presentation. If you would like to ask a question, you may also press 5 again to remove yourself from the queue.

I would now like to introduce Mr. Tim Yocum, Vice President of Investor Relations. Mr. Yocum, you may begin your conference.

Tim Yocum: Good afternoon. Welcome to our 2025 second-quarter earnings call. With me today are Greg Brown, Chairman and CEO; Jason Winkler, Executive Vice President and CFO; Jack Molloy, Executive Vice President and COO; and Mahesh Saptharishi, Executive Vice President and CTO. Greg and Jason will review our results along with commentary, and Jack and Mahesh will join for Q&A. We've posted an earnings presentation and news release at motorolasolutions.com/investor. These materials include GAAP to non-GAAP reconciliations for your reference. During the call, we reference non-GAAP financial results, including those in our outlook, unless otherwise noted. A number of forward-looking statements will be made during this presentation and during the Q&A portion of the call.

These statements are based on current expectations and assumptions that are subject to a variety of risks and uncertainties. Actual results could differ materially from these forward-looking statements. Information about factors that could cause such can be found in today's earnings news release, in the comments made during this conference call, in the Risk Factors section of our 2024 Annual Report on Form 10-Ks or any quarterly report on Form 10-Q and in our other reports and filings with the SEC. We do not undertake any duty to update any forward-looking statements. And with that, I will turn it over to Greg.

Greg Brown: Thanks, Tim, and good afternoon, and thanks for joining us today. I'll begin with a few thoughts on the business before turning it over to Jason. First, Q2 was another outstanding quarter with record Q2 revenue and earnings per share that exceeded our guidance as we continue to see strong customer demand across all areas of the business. Revenue was up 5% in the quarter, highlighted by 15% growth in software and services. We also expanded operating margins by 80 basis points, which led to record Q2 operating earnings and strong operating cash flow growth, which was a record for the first half of this year.

Second, investments in public safety and security continue to be a priority for our customers, highlighted by our record Q2 orders up 27% versus last year, inclusive of 10% growth in products. We also ended the quarter with over $14.1 billion of backlog, including $10.7 billion of software and services backlog, which is our highest SNS backlog ever and up $1 billion versus last year. And finally, based on our strong Q2 results and our increased expectation for the remainder of the year, we're raising our full-year guidance for sales, earnings per share, and operating cash flow. Now I'll turn the call over to Jason, who will take us through results and outlook before I return for some final thoughts.

Jason Winkler: Thank you, Greg. Revenue for the quarter grew 5% and was above our guidance with growth in all three technologies. Foreign currency tailwinds during the quarter were $9 million, while acquisitions added $39 million. GAAP operating earnings were $692 million or 25% of sales, up from 24.5% in the year-ago quarter. Non-GAAP operating earnings were $818 million, up 8% from the year-ago quarter, and non-GAAP operating margin was 29.6%, up 80 basis points, driven by higher sales and improved operating leverage. GAAP earnings per share was $3.04, up from $2.60 in the year-ago quarter.

Non-GAAP EPS was $3.57, up 10% from $3.24 last year, driven by higher sales and operating margins as well as a lower diluted share count in the current year. OpEx in Q2 was $615 million, up $22 million versus last year, primarily due to acquisitions. Turning to cash flow, Q2 operating cash flow was $272 million, up $92 million versus last year, and free cash flow was $224 million, up $112 million. The increase in year-over-year cash flow was primarily driven by higher earnings and improved working capital. And for the first half of the year, operating cash flow was a record $783 million, up 39% versus 2024.

For the full year, we're raising our operating cash flow expectations to $2.75 billion, up 15% from last year and inclusive of $75 million of transaction fees related to the Silvisax acquisition as well as incremental interest to financing the deal. Capital allocation for Q2 included $218 million in share repurchases at an average price below $415 a share, $182 million in cash dividends, and $48 million of CapEx. And subsequent to the quarter end, we closed the Silvis acquisition for $4.4 billion of upfront consideration, which was primarily funded through $2 billion of long-term notes that we issued in Q2 and $1.5 billion of new term loans drawn subsequent to quarter end.

The remaining consideration of $900 million was settled through a combination of cash on hand and issuance of commercial paper. Moving into our segment results and product and SI, sales of $1.7 billion were flat compared to the year prior, while operating earnings of $442 million or 26.7% of sales were comparable inclusive of additional tariff costs and continued investments in video during the current year, offset by lower material cost. Some notable Q2 wins and achievements in this segment include an $82 million P25 system upgrade for Tri-County systems in the St.

Louis region, a $30 million P25 device order for the city of Miami, Florida, a $22 million T25 system upgrade for the state of Michigan, a $15 million fixed video order for a US federal customer, and an $11 million P25 device order for the Las Vegas Metro Police Department. In software and services, revenue was up 15% compared to last year, driven by strong growth across all three technologies. Revenue from acquisitions was $39 million in the quarter. Operating earnings in the segment were $376 million or 33.8% of sales, up from 32.3% last year, driven by higher sales and improved operating leverage partially offset by acquisitions.

Some notable Q2 highlights in SNS include a $44 million command center order for a US state and local customer, a $2.929 billion P25 system upgrade, and LMR Services Order For The City Of Chicago, a $12 million LMR cybersecurity order for the state of Victoria, Australia, an $11 million services order for the state of New Mexico, and finally, a $9 million LMR services order for a US federal customer. Looking next at our regional results, North America, Q2 revenue was $2 billion, up 6% on growth in all three technologies. International Q2 revenue was $738 million, up 4% versus last year, driven by growth in LMR.

Moving to backlog, ending backlog for Q2 was $14.1 billion, up $150 million versus last year and up $19 million sequentially, driven by strong demand including record Q2 orders, which were up double digits in both of our segments. In the Products and SI segment, ending backlog decreased $92 million versus last year, and $172 million sequentially due to continued strong LMR shipments. In software and services, backlog increased $1 billion compared to last year, and $191 million sequentially, driven by strong demand for multiyear contracts across all three technologies and the impact of foreign currency partially offset by revenue recognition for The UK home office.

Turning next to our outlook, we expect Q3 sales growth of approximately 7% with non-GAAP EPS between $3.82 and $3.87 per share. This assumes a weighted average diluted share count of approximately 169 million shares and an effective tax rate of approximately 24%. For the full year, we now expect revenue of approximately $11.65 billion or 7.7% growth, up approximately $250 million from our prior guidance of 5.5% growth. And expect non-GAAP EPS between $14.88 and $14.98 per share, up from our prior guidance of $14.64 to $14.74. This full-year outlook assumes an effective tax rate of approximately 23%, which is unchanged. And now assumes a weighted average diluted share count of approximately 169 million shares.

Before I turn the call back to Greg, I'd like to share a few thoughts regarding the Silvis transaction. First, when we announced the transaction in May, we shared the strong financial profile of Silvis with expectations of $475 million full-year '25 revenue at approximately 45% adjusted EBITDA margin. Our full-year outlook assumes a $185 million revenue contribution from Silvis this year, representing the stub period following the transaction closed yesterday. It also assumes that Silvis will be slightly dilutive for EPS in Q3 and neutral for 2025. Second, as it relates to our three technologies, we are expanding our LMR technology category to include Silvis under the new name of mission-critical networks, or MCN.

With the inclusion of Silvis, this year, we expect MCN to grow mid-single digits. And from a segment perspective, the majority of the business will be reported under products and systems integration. And finally, our balance sheet remains strong. Following the acquisition of Silvis, and the financing plan I described earlier, and all three rating agencies have affirmed our triple B level ratings. We maintain a balanced maturity profile with approximately eight years of duration, and an average coupon of just under 4.6% on our senior notes.

Strong growth in our earnings power and cash generation has significantly expanded our leverage capacity, which we expect to continue to grow with Silvis, providing us flexibility to deliver on our capital allocation framework, which includes share repurchases as well as additional acquisition. With that, I'd like to turn the call back to Greg.

Greg Brown: Thanks, Jason. First, I'm very pleased with our Q2 results, which highlight the durability of our business and the strength of our portfolio. We continue to invest both organically and inorganically in solutions that are continuing to provide us with sustainable long-term growth. Some recent examples include our announcement of SCX, which is a first-of-its-kind video remote P25 speaker mic that converts to secure voice, video, and AI and eliminates the need for a separate body-worn camera. We started shipping SVX just a few weeks ago, and the customer feedback has been strong.

Since the launch, we've received orders from over 30 agencies, with the majority coming from customers that do not currently use a Motorola body camera, highlighting the opportunity we have to capture future market share in the US public safety body-worn camera space. In drones and unmanned systems, we've made several investments this year that allow us to capitalize on this fast-growing space. With our acquisition of Silvis, we're now a leader in mobile ad hoc networks, which provides the high-speed infrastructure-less communications backbone for unmanned systems in the air, on the ground, and in the water. That have become increasingly important in today's defense environment as well as border security and public safety.

In drone as a first responder, our strategic alliance with Brink provides us with an American-made purpose-built public safety drone that allows customers to reduce emergency response times and deliver critical supplies to those in need. And in drone detection, our alliance with SkySafe integrates their advanced solutions into our command center software and allows customers to detect, identify, track, and analyze drone activity. And finally, we've introduced our next-generation ASTRO P25 LMR infrastructure featuring our D series base stations and AXIS consoles, which bring many benefits, including increased capacity, improved energy efficiency, and greater interoperability through leveraging complementary technologies such as low Earth orbit satellites. We received several large orders this quarter, including from the St.

Louis Tri-Counties and the state of Michigan, and we're building a strong pipeline of large multiyear network refresh opportunities with expanded scope in software and services that we expect to convert to orders over the next several years. Second, I'm very encouraged by our differentiated approach to AI. We began utilizing AI when we entered the fixed video space several years ago to solve complex video security problems, with AI-enabled cameras and video management software. And it continues to be an important driver of growth in video software, which actually grew 25% in Q2 and has grown over 20% annually over the last five years.

Our investments in AI have continued to expand, and just a few months ago, we announced our public safety AI platform, Assist, which is built around the objective of helping everybody involved in the incident workflow, from 911 call takers to frontline responders, make better decisions and save precious time. This comprehensive approach allows us to do things no one else is doing in key areas such as AI-assisted report writing, where our AI solution leverages a holistic view of the incident, including the 911 call, dispatch, and responder voice communications as well as body-worn video recording.

When implementing AI, we're also making sure that we continue to build trust both with our customers and the communities they serve, which is reflected in our recent launch of AI labels, an industry first. These labels provide transparency as to what, how, and where AI is used in customer workflows, which is a critical step in the path to product trust and adoption and further differentiates us from our competitors in this area. And finally, I'm very excited about the Silvis acquisition, which is the culmination of discussions that lasted more than a year. When allocating capital for acquisitions, we remain committed to a very disciplined approach, prioritizing long-term value creation for our shareholders.

With Silvis, we're acquiring a technology leader in a rapidly growing industry that's seen impressive customer adoption and has a very strong financial profile. Their business complements our leadership in LMR and video and provides us with opportunities to leverage our strong customer relationships. Additionally, I'm particularly excited about the exceptional engineering and technical talent that the Silvis team brings us, and I look forward to working closely with them to drive meaningful revenue and earnings growth for years to come. And with that, Aaron, I'll turn the call over to Tim and open it up to questions.

Tim Yocum: Thank you, Greg. Before we begin taking questions, I'd like to remind callers to limit themselves to one question and one follow-up to accommodate as many participants as possible. Operator, would you please remind our callers on the line how to ask a question? The floor is now open for questions. If you have a question or comment, please press 5 on your telephone keypad. If for any reason you would like to remove yourself from the queue, please press 5 once again. We do ask that while you pose your question, please pick up your handset to provide optimal sound quality. Thank you. The first question is from Joseph Cardoso with JPMorgan. Your line is now open.

Joseph Cardoso: Hey, good afternoon, everyone. Thanks for the question. Greg, maybe I just wanted to start off. Last quarter, you put out this in the threes product mid $3 billion product backlog bogey out there for year-end, which based on the 2Q orders looks like you're well on track to. Maybe you can just take a moment and talk about, like, on a product level, where you're seeing this growth in the product orders across your portfolio? Obviously, it sounds like the P25 devices are doing well. You mentioned a couple of deals on the base station. And as well as anything else that you can think of that you think is really driving the momentum there.

And then, you know, as you kinda think about that bogey that you put out for year-end, how are you feeling about momentum tracking towards that bogey, particularly any update just given now that you have Silvis under the belt? And it sounds like that's gonna be levered towards the product side? And thank you. And then I have a follow-up.

Greg Brown: Yep. So, Joe, in regard to the, you know, the ZIP code of MidThrees in product backlog, which I mentioned last quarter, if anything, I feel as good. I actually feel better about that. And just to be clear, that color did not include anything associated with Silvis. So I still feel very good about the MidThrees. Even better than I did in May. And you're right. Coming out of Q2, with 27% record orders, 10% of that in product, I feel really good about that. I think the strong Q2 orders were driven on the product side by LMR device refresh by LMR infrastructure, and the ASTRO NEXT V series and Apex consoles. I mentioned.

We've also had strong fixed video orders and one of the largest fed orders we've ever had in regards to Silent Sentinel. So it was multiproduct. And on software and services, we had one of our largest command center orders ever at $44 million. So it was across the board, really good strength coming out of Q2. Which further supplements even more confidence in, quote, unquote, the mid threes or slightly better.

Joseph Cardoso: No. I appreciate the thoughts there. Sounds wonderful. You know, and maybe as my second question, it more of a big picture question. Like, obviously, it's been, like, a little bit more than a month since we've had the beautiful bill get passed. There's various programs in Europe that are aiming funds towards areas that look alike for Motorola. Particularly now with Silvis under the covers here. So just maybe one, curious as you look across these opportunities, where are you feeling most excited about? And then in both The U.S. as well as internationally, and if there's any difference between, like, the opportunities between the two areas.

And then two, how are you think investors should think about the timing around these opportunities materializing for Motorola? And then, I mean, just to kind of hit it on the nose, are you seeing any of these opportunities trickling into your orders today?

Greg Brown: Trickling into what?

Joseph Cardoso: Orders.

Greg Brown: Okay. So let's start with Silvis. I mean, look. We love Silvis. We spent a lot of time on it as a team. You know, I've heard from some people that said, you know, this thing actually looks too good to be true. And we spent a lot of time on it, and we love the fact that it's a market leader. We love the fact that it was the tip of the spear and has been tested from an efficacy and a performance and a scale standpoint in Ukraine. You know, we expect Silvis to grow about 20% in 2026. It's EPS neutral for the stub period this year, and we expect it to be at least 20% sorry.

20 cent accretive in 2026. And I love the fact that, look, Silvis powers a number of defense and military drone platforms. Including Andoroll and AeroVironment, and it's certified with over 100 leading manufacturers. When I think about the revenue contribution particularly around Ukraine and Silvis, you mentioned Europe and international. We expect the revenue from Ukraine as it relates to Silvis revenue expectations this year to be less than 15% of overall revenues, and we expect Ukraine revenue for Silvis next year to be even less than that. So I like the fact that it's driven by a wide base of US defense ex Ukraine, and unmanned systems.

And I think there'll be a lot of attention and interest in European allies to invest in technologies that I think Silvis will be front and center as an opportunity. As it relates to the one big beautiful bill, and maybe Jack, wanna talk about that a little?

Jack Molloy: Sure, Joe. I think the first thing I'd address is think of the one big, beautiful bill. It's funding over the next four years. So it's a four-year horizon. And it's good news for Motorola. From a DOD standpoint, they've increased funding $150 billion, which would have been good before. But it's even better now that we've acquired Silvis. And as Greg just articulated, their defense border and unmanned systems trajectory. Also, there's money in there, another $70 billion for customs and border. Two customers two of a big customer of ours as well as ICE, another $75 billion. A lot of that funding is being directed at refreshing technology. Both video, secure communications, and services as well.

The last thing I'd say, which probably has been underappreciated is for our enterprise customers. Think of our PCR channel. The accelerated depreciation of CapEx provides them an opportunity to go talk to manufacturing health care customers, the like, and go talk about net refreshing their network and some of the tax benefits that they have. So we're excited about the one big beautiful bill. I would add the final piece of it is that timing of it given it was signed on July 4. And that there's a ninety-day window we're expecting a lot of some of that funding to actually kick in early Q4 this year and that's implied in our guide.

Joseph Cardoso: Yep. Got it. Thank you, Greg. Thank you, Jack. Appreciate all the color.

Tim Yocum: The next question is from the line of Andrew Spanola with UBS. Your line is now open.

Andrew Spanola: Thank you. I want to follow-up on the question on Silvis. The question I've gotten mostly is people are trying to understand why Silvis. And it's interesting. It reminds me a little bit about Avigilon because when you made that acquisition, it wasn't clear why you wanted to be in video. It obviously became a much bigger part of it of public safety. So are you thinking about Silvis that way? Do you see this technology becoming something much bigger to public safety? It's gonna be incorporated into your LMR technology longer term?

Or is this a new avenue that you're going down and we're gonna see you investing more in defense tech acquiring more and creating a new business line. How should we think about it?

Greg Brown: Yeah. Andrew, I think about it as I love the fact that it's a market leader. And it's a market leader that gives us exposure to a market we don't participate in today. Unmanned systems in the air, in the water, on the ground. So it's new. Having said that, it's video and data centric, so it's all about ad hoc high-speed infrastructure-less mobile and data and video communications. We see it in defense. We see it on border security. Obviously, to your point, we see it in mission-critical deployments. Primarily on the battlefield. And adjacencies where there's intense conflict. But having said that, we also see it as complementary. Complementary to LMR, and complementary to video.

We lead in land mobile radio infrastructure and devices. This gives us an opportunity to lead in infrastructure-less ad hoc mesh networks. Given both Silvis and our heritage in LMR, have a radio frequency or RF centricity, I like the fact that I think there's a one plus one equals three proposition. In terms of expansion to new markets, this is a great product. I think one of the limiting factors of their growth is their ability to reach outside The United States and capitalize on a global print footprint where like in Motorola Solutions, Molloy has people in dozens and dozens and dozens of countries.

So I think in the federal business, internationally, it's a new market but I also think of it as complementary as well. To LMR and video. And, you know, maybe you wanna talk, Mahesh, a little bit about the thinking, not just in what they do today, but some of the possibilities going forward.

Mahesh Saptharishi: So besides really offering highly resilient communication, the other element of Silvis is spectrum monitoring. And it's probably very important to talk about in the context of drones. Being able to detect drones in this case. So as part of our overall drone strategy, the ability to detect drones not just with radar, which is the most common way of detecting drones today, but also through RF. I we believe really enhances and make positions us very uniquely in that space. The other very important element about Silvis is that it's and Greg mentioned this It's data. It's data-oriented communication, and it allows for any IP device to be attached to it, including cameras.

So we believe that there's an opportunity there with cameras as well that's coming in the future.

Greg Brown: The only thing I'd add, and as we've discussed, Greg, is that similar to Motorola Solutions, our LMR business as well as our video security business, there's an opportunity to add recurring revenues by way of service. Providing just given the nature of the customer base as well.

Andrew Spanola: Perfect. Thank you very much.

Greg Brown: Thanks, Andrew.

Tim Yocum: The next question is from the line of Keith Housum with Northcoast Research. Your line is now open.

Keith Housum: A question for you on maybe a little bit off the wall here, but the base station that you guys are introducing here, don't remember perhaps last time you actually introduced a new base station here. And is there a pent-up demand here that could perhaps be a little bit more of a growth driver than some of us are thinking here?

Jack Molloy: Yeah. So you're right, Keith. It's been I think I'm gonna you're you're jogging my memory here, but I think it is been, it was probably about it was about twelve years ago that we last had our base station. But the D series, which we're talking about, does a few things. Number one, better capacity. Provides better coverage, but also it leverages less capacity. So think of it as a green base station, less energy consumption, which a lot of our customers have been asking for. It also adds a layer of redundancy with low Earth orbit capability. Extend in certain places. But, we're really pleased.

And I think as Greg said, we've got a few big wins out of the gate. We had wins in the state of Ohio. We had wins with the state of Michigan who's one of the largest LMR customers. The way to think about it, is you know, we've got a significant footprint of statewide countywide citywide networks that all need now to be refreshed. It'll be a multiyear phenomenon in terms of that growth.

The other thing to think about is this continues to build this continues to extend our capabilities and need for us to deliver more services for our comp our customers, meaning cybersecurity services, are up substantially for us this year as well as new software monetization services for the new D Series station. The last piece of it we're really pleased is the access which gives us a new dispatch console through these investments we've made. And an example of that is the city of Chicago, really proud our hometown, we went and displaced a competitor and had a significant pickup in a command center win by way of access console. So again, great opportunity for us.

I think it's multi-year horizon. But also lends itself to new service selling capabilities as well.

Greg Brown: And, Keith, most of our customers are on software agreements that keep them current and ready. What this opportunity presents is in a hardware refresh with a lot of attributes and to Jack's point, comes with yet another opportunity to sell them additional software and services around that new hardware. So we view it as benefiting us long term for sure.

Keith Housum: Great. Appreciate it. And then if I could just ask one follow-up question on the backlog. Obviously, a lot of focus on that recently. But how do we look at the backlog, makeup of Is it similar to the disaggregation of revenue you guys have in the presentation here? Or is there a different mix we should be thinking about within that backlog?

Greg Brown: Well, most of the backlog within SNS, services and software, comes from LMR. So I'd say the power hitter in our backlog contribution, particularly for SMS, is LMR because of the nature of our long-term contracts. And the services and software business that we've built over the years. That would be one indicator. And then you know, the size of LMR includes even in products it's our largest business. So I think those two things give you some insights around the makeup of backlog. And to Greg's point earlier, as we began the year, we expected quick turn, to accelerate, and it's done that.

With our record Q2 orders and 10% growth in products, and we expect that growth to continue into the second half. That's long been a part of our outlook, and our outlook's improved.

Keith Housum: Helpful. Thank you.

Greg Brown: Thanks, Keith.

Tim Yocum: The next question is from the line of Tim Long with Barclays. Your line is now open.

Tim Long: Thank you. Two quick ones if I can. Greg, you talked about SCX. And some of their early momentum on understanding it's only been out a month or so. Could you guys talk a little bit about what you think that will do from a ramp revenue ramp perspective as well as impacting maybe the upgrade cycle to APEX next? Number one. And number two, if you can talk about the video business, still strong growth there, very much driven by the software side. The hardware piece of that still kind of flat to low single-digit type of growth.

I get there's a cloud impact but maybe can you just touch a little bit on the product side there and what we could expect to see to potentially reaccelerate growth there? Thank you.

Greg Brown: Yeah. Just on the SVX and Jack and Mahesh can jump in, but as I mentioned, first of all, I'd say the orders are outpacing our expectations. That's number one. Number two, I love it because we're not selling a product per se. We're selling an ecosystem, and that's just not hyperbole. But SDX is anchored and runs off of an APEX NEXT. We upgraded that device. We upgraded it to dual-banded. To include LTE, 4G, or 5G. To get all the benefits of a dual-banded radio. And you see us enhancing that. We're driving more applications. And recurring revenue off of the APEX NEXT.

And now we have the speaker mic which is tied to every radio we sell virtually. And displaces the need for a body camera. It's kinda like if you want an iPod, buy a body camera. But if you want a multidimensional full-function device, you would just go with the SVX. And SDX is really an ingestion point that does a lot more than just body cams. Which is why I referenced earlier. It's the tipping point that ingests more information on situational awareness, AI around dispatch information around 911, audio logs around the radio P25 system, as well as the body cam video. So it does more than that and I like the early traction. It'll take time.

I also like the fact that we're right in the middle of going through FedRAMP certification process. So that continues to go well. And I'm optimistic about the timeline for that. Which will in turn open up more opportunities for us as well.

Jack Molloy: Greg, the rest of the portfolio, as I think about international in the body-worn cameras that we've been refreshing, we've made some pretty significant wins in Romania, Scotland, France, Bulgaria, a number of agencies in The UK. So our international body camera business which is not SDX, attached Apex Next, which is more North America. Right. Continues to do well. Also.

Mahesh Saptharishi: I agree. And perhaps the last thing I'll say on SVX is we believe we're creating a new category here. This is a body-worn assistant versus a body-worn camera. It's not just recording evidence. It is all about capabilities like translation. And SVX is a gateway into assist, so you can ask questions about either situational awareness questions. It's integrated to assist chat. So at the end of the day, we're creating a new category here. It's not just a body-worn camera.

Jack Molloy: And I think, Tim, the last piece of it is just related to the fixed video business. Really pleased with our Q2 performance, and I'd say refreshed portfolio largely with Alta. Alta leading the engine, meaning our cloud business driving that growth. And I think we continue to see incremental investments we make in our go-to-market team continue to expand our reach, only here in The US and in Canada, but also overseas. We've made surgical investments in Europe and in Australia, we're starting to see the benefits of those investments that we've made there as well.

Jason Winkler: And those investments continue to show up in higher software growth within video, while the category of video or the technology, we expect to grow 10 to 12%. The software portion of that continues to grow much faster.

Tim Long: Okay. Thank you, guys.

Tim Yocum: The next question is from the line of Meta Marshall with Morgan Stanley. Your line is now open.

Meta Marshall: Great. A couple of smaller for me. Just on, you know, you guys have been talking about kind of this software transition, particularly on the video side of the business. Is that any meaningful headwind to revenue growth at this point, clearly kind of helping the backlog transition? So just a question there. And then just second, kind of any update on APeX NEXT? Adoption rates? Thanks.

Jason Winkler: So on cloud adoption within video, we as Jack mentioned, we continue to see the fastest growth within our cloud platform of Alta. Orders are greater than sales. Although we're able to manage through the deferred revenue transition. We haven't outlined a number this year as to what that is. Because we're managing through it and still printing. Significant growth. So I'd say cloud is on path in video. And then the second question in terms of Apex Next adoption, Jack?

Jack Molloy: Yeah. Sure. So Apex Next, couple of things. Q2, let's start there. Double-digit order growth with Apex next. We just spoke about SVX, but it's important to note that the SVX is exclusive to the Apex Next family. Which helps which, you know, from the collaborative aspect there, benefits both SVX as well as Apex Next. The last thing that I would note that we talked about before is it's also driving our application service business. So for every Apex Next radio, and we've got greater 90% attachment rate, $300 of radio and application services, per year. So we continue to see the benefit.

I think SVX has also been a tailwind in terms customers making that conversion and looking to move from Apex original to Apex next.

Meta Marshall: Great. Thank you.

Tim Yocum: Thanks, Meta. The next question is from the line of Amit Daryanani with Evercore ISI. Your line is now open.

Amit Daryanani: Yep. Thanks. And I just have two as well. Maybe to start with, operating margins came in better than our end suite expectations. Can you just touch on, a, what the tariff headwinds were in the quarter for you folks? Then b, just what's the durability of the levers that helped the operating margins here?

Jason Winkler: Yeah. You. So gross margins were up on higher SNS sales, and operating margins were up on both margins in S and S as well as leverage elsewhere. So an update on tariffs. We are estimating that this year's tariff impact will be about $80 million, down from the $100 million. That's in part due to mitigation exercise mitigations and other things that have changed. We began seeing the tariff impact in late Q2. Most of that $80 million is in front of us in the second half. So the operating margin expansion that you saw didn't have a significant impact from tariffs. It was more core to the business on improved mix in the in S and S.

Greg Brown: And, Amit, we, a quarter ago, we said gross margins would be comparable for the year. We now expect gross margins to be up year on year. And to your point on operating margin expansion, we envision about 100 bps, 100 basis points expansion year over year.

Jason Winkler: And that improvement is coming not just from the addition of Silvis, but from also the core business. Both are helping gross margins and operating margins this year.

Amit Daryanani: Exactly. Super helpful. And then, you know, maybe just shift gears a bit. Can you just talk about how do you think you're positioned to address sort of this growing focus in the unmanned systems market as you go forward? And how big do you think this can eventually become for you folks? I get Silvis gives you a really good presence there, but I just want to understand, like, on longer term, how big do think this unmanned systems market can get? And then maybe somewhat specific, do you think Silvis enables you to participate in, like, some of the initiatives that the Pentagon has like, replicated or the DIU autonomy pushes they're making? Thank you.

Jack Molloy: Well, Amit, let me just talk about the TAM first. We see the TAM for unmanned at about $3 billion and growing, probably one of the fastest-growing TAMs we have now. With the addition of Silvis now in the portfolio. And we would expect that TAM not be surprised to double it in the next four years. And maybe just focusing a bit on drones, per se, if you think about our drone strategy right now, we have we have three elements to it. There's drone as a first responder. This is our strategic alliance with Brink. In North America. We also have a solution for international.

Given the increased FAA waivers in 2025, we see that as a significant force, and the strategic alliance with Brink, I think, is important. And we see our mission-critical networks, Silvis in particular, also integrating with Brink in that scenario. For communications, we just talked about it. I think Silvis is dominant in terms of being able to be the most resilient communication mechanisms, low probability of low probability of intercept for drones, which I think is a key driver, that continues to grow. And finally, drone detection. And forensics. We have a partnership with SkySafe and, as I mentioned before, with Silvis we have the ability to detect drones leveraging their spectrum monitoring functionality as well.

So across those three things, for drones as a specific instance of unmanned systems, that is our strategy there.

Tim Yocum: The next question is from the line of Ben Bollin with Cleveland Research Company. Your line is now open.

Ben Bollin: Good afternoon, everyone. Thank you for taking the question. The first one, I'm interested in your thoughts on what the Silvis sales motion looks like. Could you maybe compare and contrast it to your existing sales motion? And any preliminary thoughts you have on getting your existing sales teams up to speed and out there accelerating this and driving more attach? And then I have a follow-up.

Jack Molloy: Sure. So their sales motion, they've had you know, they've it's it's amazing that success that team has had. You know, when we first started a year ago, they had a relatively small sales team. That was largely focused in The US. And some of The US sales resources focused outside the Continental United States would call on bases, etcetera, in Europe and other points abroad. It's a direct sales motion largely. Given the size and the strategic level of the selling process. There's also an element of this that sells to, I think, Jason or Greg articulated, itself to the primes and the integrators, the Andurals, the AeroVironments. We're gonna so that's where it was.

Where is it gonna go? You heard Greg mention earlier, we're gonna put a pretty concerted effort to have local resources in allied countries around the world. Anywhere where we're seeing a dial-up in military exercise, we're gonna quickly be putting salespeople over there. We've already invested in channel salespeople as well. To get after new channels to sell the Silvis Manet software into those elements. And I think the last component of it is lobbying. They have had limited resources in lobbying. We have a Government Affairs Arm. In DC.

We will be looking to address not only lobbying on the hill for approves for DOD, but also lobbying into the different branch of government where I think we can articulate our story. It's US-made technology. It plays really well, I think, with where we wanna go. But yeah. So we're really excited. You know, we've run this playbook before when we got into the video space. I think it's a different playbook, a different end market, but know, it starts with just having a strategic idea of where we wanna go, where we wanna invest in I think you'll quickly see that we're gonna be making moves the next coming weeks and months ahead there.

Ben Bollin: Okay. That's great. I guess the follow-up probably more for you, Jack, I'm interested, you know, a lot of The US states closed their fiscal year, in June. How do you think budgets are coming together into fiscal twenty-six? Just any high-level thoughts on what you're hearing. I understand the orders have been exceptional. Just interested if you've got much visibility into incremental fiscal twenty-six budgets at this point. Thank you.

Jack Molloy: Yeah. Sure. So I think as you articulated record Q2 orders, We've raised our annual guide, but we just took a look because we know we now have a view to what the '26 state and local budgets look like, and the reality is we just had a we just had a went through this in detail with our strategy team a couple weeks back. The budgets look very good. So the budget situation remains very strong. You know, the other piece of it that we always think about is we're a little different because we can tap 911 funds. We get the benefit of the increase in property taxes.

Sales taxes because the reality is invite the sale the seller selling environment is still good, and then we have income tax and incomes are relatively steady. So across the board, the situation looks good, and I think you know, that really advises our confidence in the back half of '25 and beyond.

Ben Bollin: Thank you.

Greg Brown: Thanks, Ben.

Operator: Once again, if you have a question, you may press 5 on your telephone keypad. The next question is from the line of Tomer Zilberman from Bank of America Securities. Your line is now open.

Tomer Zilberman: Hey, guys. Question for you on the core LMR business. If I think about the long-term historical growth trajectory of this market, it's anywhere between 1% to 3%. In the last two quarters, you've been growing 3% to 4%, and I believe you previously guided for that. Similar type of growth rate, 34% for the rest of the year. My question more so is as we think about next year or the next two years, are these trends that you're talking about, about in regards to this ecosystem with Apex Next SVX and the other positive trends you're seeing enough to sustain these kind of above-market growth rates?

Or do you think that these trends have a long enough tail that you know, we might be more exposed to cyclical growth. You know, fluctuations of growth over the next few years.

Greg Brown: Well, from a technology standpoint, you know, we as Jason mentioned already, we are relabeling LMR to MCN, mission-critical networks. And as a result, we now expect mission-critical networks inclusive of LMR, to be mid-single digits for this fiscal year. We're obviously not gonna comment yet on '26, but I think that the strong Q2 orders print the gaining confidence in the product backlog even though it is transitioning more to a quick turn business. But our confidence is incrementally higher than it was a quarter ago. I. E, vis a vis the mid threes, I like that trend. Now remember also, we're coming off of record years last year and the year before.

So we're and as somebody earlier mentioned on the call, given the ecosystem that you just referenced, we're trying to drive more toward recurring revenue, toward more applications revenue, toward more revenue as a service. So as long as we can continue a healthy, robust company-wide revenue growth, and then continue our focus on operating expense operating leverage, improved cash flow, operating margin expansion, and continuing to build backlog particularly around multiyear services, or recurring apps revenues. That's the profile we want for the firm. So, you know, we'll come in and out of quarters. We'll come in and out of years.

But when we take a look where we are now and going forward, and I think of the long-term durability and the criticality of 13,000 networks for LMR, that compose both critical infrastructure and enterprise as well as public safety as well as North America, and international. And, again, just to come back to Silvis, I love Silvis because it's intelligent. High growth, high performance, infrastructure. It can support lots of different drone platforms. Lots of different drone manufacturers, We've had a lot of experience, and I have, in, you know, selling, quote, unquote, devices. Or commodities. You could you could call the drone market depending upon which one you define as a commodity.

We've been very purposeful to invest where we think we can differentiate where we think the revenues and the competitive advantage are sticky, and where we can build a competitive advantage in adjacency for public safety, critical infrastructure, and national security. That's the strategy we're implementing and I feel good about it. And I definitely feel good about exiting Q2 and what we need to get done between now and the end of the year. And, Tomer, as you know, will update you on next year in November.

Tomer Zilberman: Got it. Maybe as a quick follow-up, just a housekeeping question. Apologies if I missed it earlier. Your guidance raise includes a mix of the Silvis acquisition, but also core improvements. Did you break out what you expect Silvis to contribute in Q3 versus Q4? I know you have the stub period going on, so any directional direction you can give us would be helpful.

Jason Winkler: So we're flowing through the Q2 beat. We're flowing to flowing through the improvement of FX and we're articulating that Silvis is about a $185 million in the stub period of revenue for the remaining five months. Post close. We haven't specifically broken out Q3. But if you wanna use weeks, it's a pretty good approximation of where to put the $1.85.

Tomer Zilberman: Got it. Thank you.

Greg Brown: Thanks, Tomer.

Operator: Our final question today is from the line of Louis De Palma with William Blair. Your line is now open.

Louis De Palma: Greg, Jason, Jack, Mahesh, Anne, Tim, and Vicky, good afternoon, and congrats on closing Silvis.

Greg Brown: Hey, Louis. How are you doing? Thanks.

Louis De Palma: Great. I was wondering, does Silvis give you a competitive advantage for your drone as a first responder offering on the law enforcement side? Today, nearly all of Silvis's revenue is for the battlefield, but it seems you can significantly enhance their first responder capabilities, especially if that scale? Or alternatively, do you view you today view Silvis as too powerful of a solution for law enforcement? So are you gonna focus all of your efforts on the battlefield? What's the strategy there with the Silvis expansion?

Mahesh Saptharishi: Louis, I think in the near term, at least, our biggest limitation is going to be spectrum availability. In North America. Because we need to operate within a certain spectrum to be able to take advantage of Silvis's technology within drones specifically license spectrum. So we think it'll happen, but it'll happen in the future. In the meantime, the other important element of us supporting DFR operations is being able to track and being able to detect drones in airspace. And that's where spectrum monitoring comes into play. And being able to do that not just with radar, but also to do it with RF.

I think that gives us the ability to integrate that as part of our DFR program while we figure out the spectrum challenges.

Jack Molloy: And there are a couple of instances, with public safety agencies in The US that have had spectrum waivers where they've been implemented and granted still this has played a role there. Yeah. So there's more we can do.

Greg Brown: Yeah. And the other thing, think the last thing I'd say is we can't sleep on the borders because really, think as Greg said earlier, what Silvis does is Silvis basically builds a bridge to our LMR or the voice mission-critical networks to video. And they're gonna secure the borders leveraging this leveraging this technology. And with that, it's gonna pull through video opportunities for us as well.

Louis De Palma: That makes sense. And, Greg, you mentioned LEO satellite connectivity being integrated into your network. Can you elaborate further there or maybe Mahesh, are you partnering with Starlink or FirstNet via AST Space Mobile there?

Mahesh Saptharishi: So I think it's what Jack referred to in the context of our LMR infrastructure there, Louis. We will support LEO via our base stations because I think that's the better way to attack redundancy and have high bandwidth connectivity to with lower orbit satellites. And, you know, we are having conversations with all the appropriate LEO providers there to give us that flexibility.

Louis De Palma: Great. Thanks, everyone.

Greg Brown: Louis.

Operator: This concludes our question and session. I will now turn the floor over to Mr. Greg Brown, Chairman and Chief Executive Officer, for any additional comments or closing remarks.

Greg Brown: Yeah. I just want to close and say thank you to all the people at Motorola and all of our partners. Really pleased with the strong Q2 performance on revenue, earnings per share, and cash record Q2 orders, in particular, up 27% as we talked about. And as was mentioned earlier on the call, it's fairly broad-based. The performance on record orders. So that's even more foundational and gives us even more confidence.

I'm pleased with the fact that you know, mid-year here, we're able to raise top line, bottom line, and overall raising operating cash flow in the face of $80 million of tariffs, headwind the majority of which is in the back half, and in an increased interest expense as well as $75 million of fees associated with the Silvis acquisition. And expanding gross margins and expanding operating margins. So I'm excited about Q3 and Q4 and really excited about Silvis joining the firm. All the capabilities engineering, technical talent, the sales organization that's coming over as well, I think it's gonna be a great mix and a great team, and I'm excited about it.

And I look forward to talking to everybody again, in three months. Thanks for listening.

Operator: This does conclude today's teleconference. A replay of this call will be available over the Internet within three hours. Website address is www.motorola.com/investor. We thank you for your participation and ask that you please disconnect your lines at this time.

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Monster Beverage (MNST) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

Date

Thursday, August 7, 2025, at 5 p.m. ET

Call participants

  • Vice Chairman and Chief Executive Officer β€” Hilton H. Schlosberg
  • Chief Financial Officer β€” Tom Kelly
  • Chief Commercial Officer β€” Emily Thierry
  • Chief Growth Officer β€” Rob Gearing
  • President, EMEA and Oceania South Pacific β€” Guy Carling
  • Senior Vice President, Investor Relations and Corporate Development β€” Mark Astrachan

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Takeaways

  • Net sales-- $2.11 billion, representing an 11.1% increase in net sales for Q2 2025 compared with Q2 2024, marking the first time net sales have exceeded $2 billion in a quarter and supported by strong international performance.
  • Gross profit margin-- 55.7%, up from 53.6% for Q2 2024, attributed to pricing actions, supply chain optimization, and lower input costs; partially offset by geographic mix and higher promotional allowances.
  • International sales mix-- 41% of reported net sales in Q2 2025, up from 39% a year earlier, showing increased contribution from non-US markets.
  • Monster Energy segment net sales-- Rose 11.2% to $1.94 billion for Q2 2025; foreign currency adjusted increase of 11.4% for this core segment.
  • Strategic brand segment net sales-- Increased 18.9% to $129.9 million for Q2 2025; foreign currency adjusted growth was 19.1%.
  • Alcohol brand segment net sales-- Fell 8.6% to $38 million in Q2 2025, reflecting continued challenges despite cost-reduction activities.
  • Operating income-- Rose 19.8% to $631.6 million in operating income for Q2 2025; adjusted operating income (excluding alcohol brands, litigation provisions, and changes in stock-based compensation) increased 21.5% to $607.9 million.
  • Net income-- Increased 14.9% to $488.8 million for Q2 2025; adjusted net income (excluding alcohol brand, litigation, and stock-based compensation) rose 16.7% to $516.5 million.
  • Diluted EPS-- 50Β’, up 21.1% for Q2 2025 compared to Q2 2024; adjusted diluted EPS (excluding litigation, stock-based compensation, and alcohol brand) grew 23% to 52Β’.
  • EMEA net sales-- Up 26.8% in dollars for Q2 2025; currency-neutral growth of 23.7% in EMEA, with Monster now ranked the seventh largest FMCG brand in Western Europe and number one energy drink in Norway.
  • Asia Pacific net sales-- Grew 11% in both reported and currency-neutral terms in Q2 2025; China saw 19.5% dollar growth, South Korea net sales increased 22.4% in dollars, and India net sales increased 12.4% in dollars.
  • Latin America sales-- Dropped 7.8% in dollars in Q2 2025 but increased 1.7% on a currency-neutral basis; segment pressured by Argentina's operating model and weather-related production issues in Brazil.
  • July 2025 sales estimates-- Company estimates July 2025 sales rose 24.3% year-over-year on a reported basis and 22.2% on a foreign currency adjusted basis compared to July 2024, cautioning that such monthly figures may not indicate full-quarter trends.
  • US price adjustments planned-- Management is in discussions with bottling partners to selectively increase prices and reduce promotional allowances by packaging channel in Q4 2025.
  • Innovation pipeline-- Several new flavors and brand variants across Monster Ultra, full-sugar lines, and affordable offerings are scheduled for launches globally throughout the remainder of 2025.
  • Stock repurchases-- No shares repurchased in the quarter; $500 million remains authorized for further buybacks.

Summary

Monster Beverage(NASDAQ:MNST) delivered record financial results, led by double-digit percentage growth in both sales and profits for Q2 2025, surpassing $2 billion in quarterly revenue for the first time. Management specifically highlighted increased international contributions, with non-US sales reaching 41% of the total, signaling meaningful geographic diversification. Planned price adjustments and ongoing product innovation underscore the company's intention to sustain momentum despite anticipated modest tariff impacts and higher tax rates. Segment performance varied, as strategic brands outpaced Monster's core products in sales growth, while the alcohol business remained challenged despite cost-cutting actions. Gross margin improved due to pricing, efficiency gains, and input cost declines. Management emphasized the strength of global energy drink demand, with household penetration continuing to increase, and proactive supply chain strategies to maintain competitiveness.

  • Schlosberg said, "our second quarter net sales of $2.11 billion are a quarterly record that crossed the $2 billion threshold for the first time in the company's history," underscoring the significance of reaching this scale.
  • Geographic mix shifted, with EMEA posting currency-neutral net sales growth of 23.7% and Monster now ranked as the "seventh largest FMCG brand by value" in Western Europe, according to Nielsen data presented in the call (as of Q2 2025).
  • Management confirmed ongoing supply chain optimization has achieved a balance of internal production and co-packing, with "our own production ... just around 10% of our sales in the US."
  • Tariff-related pressures were discussed as modest for upcoming quarters, and a hedging strategy is in place to mitigate exposure to aluminum cost fluctuations, as stated by management during the Q2 2025 earnings call.

Industry glossary

  • FMCG: Fast-Moving Consumer Goods; high-turnover packaged products sold in volume through supermarkets and mass retailers.
  • SKUs: Stock Keeping Units; unique product items tracked for inventory and sales purposes.
  • Nielsen: Retail scanner data provider, referenced for category and brand sales growth figures in the beverage market.
  • FX-neutral (Currency-neutral): Financial metric adjusted to remove the impact of foreign currency exchange rate changes.

Full Conference Call Transcript

Hilton H. Schlosberg: Good afternoon, ladies and gentlemen. Thank you for attending this call. I am Hilton Schlosberg, Vice Chairman and Chief Executive Officer. Also on the call is Tom Kelly, our Chief Financial Officer; Emily Thierry, our Chief Commercial Officer; Rob Gearing, our Chief Growth Officer; Guy Carling, our President of EMEA and Oceania South Pacific; and Mark Astrachan, our Senior VP of Investor Relations and Corporate Development. Mark will now read our cautionary statement.

Mark Astrachan: Before we begin, I would like to remind listeners that certain statements made during this call may be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. These statements are based on currently available information regarding the expectations of management with respect to revenues, profitability, future business, future events, financial performance, and trends. Management cautions that these statements are based on our current knowledge and expectations and are subject to certain risks and uncertainties, many of which are outside the control of the company, that may cause actual results to differ materially from the forward-looking statements made during this call.

Please refer to our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K filed on 02/28/2025, and quarterly report on Form 10-Q, including the sections contained therein entitled Risk Factors and Forward-Looking Statements, for discussion on specific risks and uncertainties that may affect our performance. The company assumes no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. I would also like to note that an explanation of the non-GAAP measures, which may be mentioned during the course of this call, is provided in the notes in the condensed consolidated statements of income and other information attached to the earnings release dated 08/07/2025.

A copy of this information is also available on our website, www.monsterbevcorp.com, in the financial information section. Please also note that scanner data, which was previously provided on earnings calls, is now included in an exhibit filed with our 8-Ks. We point out that certain market statistics that cover single months or four-week periods may often be materially influenced positively or negatively by promotion or other trading factors during those periods. I would now like to hand the call over to Hilton Schlosberg.

Hilton H. Schlosberg: Good afternoon, and thank you for joining us. We are pleased to report yet another quarter of strong financial results and cash generation. In fact, our second quarter net sales of $2.11 billion are a quarterly record that crossed the $2 billion threshold for the first time in the company's history, with net sales increasing 11.1% compared with the 2024 second quarter. In addition, the percentage growth rates in reported gross profit, operating income, net income, and earnings per share all outpaced our growth rate in net sales. Overall, the global energy drink category remains healthy with accelerating growth. Household penetration continues to increase in the energy drink category, driven by product functionality and lifestyle positioning.

Diverse offerings that appeal to an increasingly broad and loyal consumer base and affordable value offerings in addition to premium offerings. In the United States, according to Nielsen for the recently reported thirteen-week period through 07/26/2025, sales in dollars in the energy drink category, including energy shots for all outlets combined, namely convenience, grocery, drug, mass merchandisers, increased by 13.2% versus the same period a year ago. Trends in our US business remain solid, with continued acceleration from early 2025. In EMEA, the energy drink category, according to Nielsen for our tracked markets for the recently reported thirteen-week period, which differ from country to country, grew at approximately 15.4% versus the same period last year, FX neutral.

In APAC, the energy drink category, according to Nielsen, Sucan, and Intage for our tracked channels for the recently reported thirty-week period, differ from country to country, grew at approximately 20.9% versus the same period last year, FX neutral. In LATAM, the energy drink category, according to Nielsen for our tracked markets for the three months ended 06/30/2025, grew at approximately 13.9% versus the same period last year. Growth remains healthy in local currencies across EMEA, Asia Pacific, and Latin America. Our net sales to customers outside the United States rose to approximately 41% of total reported net sales in the 2025 second quarter.

We believe our portfolio of energy drink offerings is well-positioned to participate in the growing global energy drink category, appealing to a broad range of consumers across geographies, price points, and need states. Innovation continues to be an important contributor to category growth, and we maintain a robust innovation pipeline. Our marketing messaging continues to resonate globally. Highlights from the second quarter include the continued successes of our sponsorship and endorsement activities, including our McLaren Formula One team sponsorship, UFC and MMA, Summer X Games, Supercross and Motocross, and Stagecoach Music Festival, among others.

Relatedly, we successfully introduced Monster Energy Land O Nara Zero Sugar in select EMEA markets in the quarter, with a broader introduction planned for the second half of the year. As an aside, the McLaren Formula One team won a game this past weekend. Building on the successes of our billion-dollar Ultra brand family, we have introduced a new visual brand identity to differentiate and enhance visibility in-store. In particular, we have established new merchandising platforms, including in-store coolers around a zero-sugar flavors unleashed proposition. This will be followed by a digital media campaign in the third quarter, adding to the most recent viral explosion on social media for our flagship Zero Ultra energy drink.

We also have further Ultra innovations planned, including the launch of Ultra Wild Passion in the fourth quarter. During 2025, the impact of tariffs on our operating results is immaterial. In general, while our flavors and concentrates are both in the US and Ireland at the present time, production of our finished products takes place locally in our respective markets. Despite the immaterial impact on our business in the second quarter, the tariff landscape continues to be complicated and dynamic. We import some raw materials into the United States, export certain raw materials for local markets, and export limited quantities of finished products.

We do not believe, based on our business model, that the current tariffs will have a material impact on the company's operating results. However, we expect it will have a modest impact in 2025. We will continue to recognize tariffs on aluminum through the higher Midwest premium and continue to implement mitigation strategies across the business where possible. Turning to our Q2 2025 results, net sales were $2.11 billion for the 2025 second quarter, or 11.1% higher than net sales of $1.9 billion in the comparable 2024 second quarter. Net changes in foreign currency exchange rates had an unfavorable impact on net sales for the 2025 second quarter of $5 million.

Net sales on a foreign currency adjusted basis increased 11.4% in the 2025 second quarter. Net sales, excluding the alcohol brand segment on a foreign currency adjusted basis, increased 11.8% in the 2025 second quarter. Excluding the alcohol brand segment from our reported results is purely illustrative as it remains part of ongoing operations. Net sales for the company's Monster Energy drink segment increased 11.2% to $1.94 billion for the 2025 second quarter from $1.74 billion for the 2024 second quarter. Net sales on a foreign currency adjusted basis for the Monster Energy drink segment increased 11.4% in the 2025 second quarter.

Net sales for the company's strategic brand segment increased 18.9% to $129.9 million for the 2025 second quarter from $109.2 million in the 2024 second quarter. Net sales on a foreign currency adjusted basis for the strategic brand segment increased 19.1% in the 2025 second quarter. Net sales for the alcohol brand segment decreased 8.6% to $38 million for the 2025 second quarter from $41.6 million in the 2024 second quarter. Gross profit as a percentage of net sales for the 2025 second quarter was 55.7% compared with 53.6% in the 2024 second quarter.

The increase in gross profit as a percentage of net sales for the 2025 second quarter was primarily the result of pricing actions, supply chain optimization, and lower input costs, partially offset by geographical sales mix and higher promotional allowances. Distribution expenses for the 2025 second quarter were $82 million or 3.9% of net sales compared with $87.4 million or 4.6% of net sales in the 2024 second quarter. Selling expenses for the 2025 second quarter were $196.9 million or 9.3% of net sales compared with $192.1 million or 10.1% of net sales in the 2024 second quarter.

General and administrative expenses for the 2025 second quarter were $265.9 million or 12.6% of net sales compared with $212.8 million or 11.2% of net sales in the 2024 second quarter. Stock-based compensation was $33.2 million for the 2025 second quarter compared with $18.8 million in the 2024 second quarter. The increase in stock-based compensation for the 2025 second quarter included $7.9 million related to certain equity awards granted late in the 2021 first quarter that contained a new retirement clause. In addition, general and administrative expenses for the 2025 second quarter included $13.8 million of litigation provisions. Operating expenses for the 2025 second quarter were $544.8 million compared with $492.3 million in the 2024 second quarter.

Adjusted operating expenses, exclusive of the alcohol brand segment, the litigation provisions, and the change in stock-based compensation for the 2025 second quarter were $497.7 million compared with $459.3 million in the 2024 second quarter. Operating expenses as a percentage of net sales for the 2025 second quarter were 25.8% compared with 25.9% in the 2024 second quarter. Adjusted operating expenses as a percentage of net sales for the 2025 second quarter were 24%. Operating income for the 2025 second quarter increased 19.8% to $631.6 million from $527.2 million in the 2024 comparative quarter.

Adjusted operating income for the 2025 second quarter, exclusive of the alcohol brand segment, the litigation provisions, and the change in stock-based compensation, increased 21.5% to $607.9 million from $549.7 million in the 2024 second quarter. The effective tax rate for the 2025 second quarter was 24.4% compared with 22.9% in the 2024 second quarter. The increase in the effective tax rate was primarily attributable to higher income taxes in foreign tax jurisdictions. Net income for the 2025 second quarter increased 14.9% to $488.8 million from $425.4 million in the 2024 second quarter.

Net income for the 2025 second quarter, exclusive of the alcohol brand segment, the litigation provisions, and the change in stock-based compensation, increased 16.7% to $516.5 million from $442.7 million in the 2024 second quarter. Net income per diluted share for the 2025 second quarter increased 21.1% to 50Β’ from 41Β’ in 2024. Net income per diluted share for the 2025 second quarter, exclusive of the litigation provisions and the accelerated stock-based compensation, increased 25.2% to 51Β’ from 41Β’ in 2024. Net income per diluted share for the 2025 second quarter, exclusive of the alcohol brand segment, the litigation provisions, and accelerated stock-based compensation, increased 23% to 52Β’ from 43Β’ in 2024.

Turning now to the US and North America sales, net sales in the US and Canada in the 2025 second quarter increased by 8.6% in dollars over the same period in 2024. Growth for the quarter was led by the Monster Energy Ultra family. In the United States, according to the Nielsen reports for the thirty weeks ended 07/19/2025, the Monster Energy Ultra family was the third largest standalone energy drink brand in dollar sales in the energy drink category after Red Bull and Monster for all outlets combined, namely convenience, grocery, drug, and mass merchandisers, including energy shots.

Innovation continues to drive performance with Monster Energy Ultra Blue Hawaiian and Monster Energy Ultra Vibe Squad contributing to the Monster Energy Ultra brand family growth. Our two Monster Killer Brew SKUs and Juice Monster Vikingberry also contributed to US growth. Our revenue growth management team remains focused on long-term value creation opportunities and trade spend optimization. The pricing of energy drinks in the United States has increased at a slower rate than other NALTD beverages in the last decade. We believe this provides for a favorable value proposition with consumers.

To that end, we have initiated discussions with our bottlers and customers and are planning for selective price adjustments by packaging channel as well as reductions in promotional allowances in the United States effective during the 2025 fourth quarter. As communicated at our annual meeting, we are planning to launch two new full-sugar Monster Energy flavors, Monster Energy Electric Blue and Monster Energy Orange Dreamsicle, in the fall. We are also planning to introduce Juice Monster Bad Apple, which was introduced in select EMEA markets in 2024, as well as Monster Energy Ultra Wild Passion in the fall.

Additionally, we are planning a strategic launch of Monster Energy Landonaris Zero Sugar in Texas, Nevada, and California, leveraging the Formula One races in the United States later this year. Turning to sales internationally, net sales to customers outside the United States on a foreign currency adjusted basis increased 16.5% to $869.3 million in the 2025 second quarter. Reported net sales to customers outside the United States were $864.2 million, 41% of total net sales, in the 2025 second quarter compared to $746 million or 39% of total net sales in the corresponding quarter in 2024. Foreign currency exchange rates had a negative impact on net sales in US dollars of approximately $5 million in the 2025 second quarter.

Hilton H. Schlosberg: Turning to EMEA, our net sales in EMEA in the 2025 second quarter increased by 26.8% in dollars and increased 23.7% on a currency-neutral basis over the same period in 2024. Gross profit in this region as a percentage of net sales for the 2025 second quarter was 36.1% versus 34.7% in the same period in 2024. Energy drink category growth remains healthy, with Monster outperforming the category in many EMEA markets. According to Nielsen, in all major channels in Western Europe, excluding Iceland, the Monster Energy brand is now the seventh largest FMCG brand by value. According to Nielsen, for the most recent thirteen-week period, the Monster brand is now the number one energy drink in Norway.

Our affordable brands continue to grow and gain share in their respective markets. Within EMEA, we are also seeing growth of Fury in Egypt and Predator in Kenya and Nigeria. Innovation continues to drive performance in the region, with Juiced Monster Rio Punch and Monster Energy Ultra Strawberry Dreams contributing to the growth in the quarter. In addition, we launched Monster Energy, Landon Norris, Zero Sugar, in five markets at the end of the second quarter. We will continue its rollout throughout 2025 in 33 additional markets in EMEA.

We are especially excited about the launch of this product due to its unique package design, appealing melon yuzu flavor, and strong activation by our sales teams and our Coca-Cola bottling partners. We will be launching various Monster Energy strategic brands and affordable brand products in additional markets in EMEA throughout the rest of 2025, including the rollout of Monster Energy, Valentino, Rossi, Zero Sugar, in a number of countries. Turning to Asia Pacific, net sales in Asia Pacific in the 2025 second quarter increased 11% both in dollars and on a currency-neutral basis over the same period in 2024.

Gross profit in this region as a percentage of net sales for the 2025 second quarter was 41% versus 45.4% in the same period in 2024. The decrease in gross profit margins as a percentage of net sales was primarily the result of higher promotional allowances and geographic sales mix. Net sales in Japan in the 2025 second quarter increased 6.1% in dollars and increased 1% on a currency-neutral basis. We are planning to launch two SKUs of Rainstorm in Japan in the 2025 third quarter. Net sales in South Korea in the 2025 second quarter increased 22.4% in dollars and increased 28.9% on a currency-neutral basis as compared to the same quarter in 2024.

Net sales in China in the 2025 second quarter increased 19.5% in dollars and increased 20.2% on a currency-neutral basis as compared to the same quarter in 2024. Net sales in India in the 2025 second quarter increased 12.4% in dollars and increased 16% on a currency-neutral basis as compared to the same quarter in 2024. During the second quarter, sales growth of the Monster Energy brand remained solid, with Predator growing meaningfully ahead of the energy drink category, in part reflecting its ongoing rollout into new markets and increased production capacity for the Coca-Cola bottlers in India.

Overall, we remain optimistic about the long-term prospects for our brands in Asia Pacific and are excited about the incremental expansion of our affordable brands in China and India. In Oceania, which includes Australia, New Zealand, Tahiti, French Polynesia, New Caledonia, Papua New Guinea, and Guam, net sales increased 8.3% in dollars and increased 11.9% on a currency-neutral basis. Turning to Latin America and The Caribbean, net sales in Latin America, including Mexico and The Caribbean, in the 2025 second quarter decreased 7.8% in dollars and increased 1.7% on a currency-neutral basis over the same period in 2024.

Slower growth in the region on a currency-neutral basis was primarily attributable to a change to the operating model in Argentina, lower net sales in certain countries, primarily due to production challenges and adverse weather in the region, particularly in Brazil. Gross profit in this region as a percentage of net sales was 45.2% for the 2025 second quarter versus 45.8% in the 2024 second quarter. Net sales in Brazil in the second quarter decreased 1.3% in dollars but increased 10.4% on a currency-neutral basis. We are planning to launch Juice Monster Rear Punch in the 2025 third quarter. Net sales in Chile in the 2025 second quarter increased 4.6% in dollars and 4.2% on a currency-neutral basis.

We are planning to launch Juice Monster Pipeline Punch in the 2025 third quarter. Net sales in Argentina in the 2025 second quarter decreased 33.9% in dollars and 30.2% on a currency-neutral basis. The net sales decrease in Argentina was partially due to lower per case revenues as a result of a change to the operating model late in 2025 with the objective to better manage our foreign currency exposure. Net sales in Mexico decreased 7% in dollars and increased 10.8% on a currency-neutral basis in the 2025 second quarter. In the third quarter, we are planning to launch Monster Energy Ultra Strawberry Dreams and Predator Wild Berry.

Turning to Monster Brewing, Monster Brewing results improved relative to 2025 but continued to face challenges in the second quarter. During this 2025 second quarter, we reduced headcount as part of our cost reduction plans. Net sales for the alcohol brand segment were $38 million in the 2025 second quarter, a decrease of approximately $3.6 million or 8.6% lower than the 2024 comparable quarter. We continue to plan for the launch of the Beast in certain international markets, subject to regulatory approvals. We are also planning further innovation in Montserrari in the coming months. For example, a new hard lemonade line, Blind Lemon and Blind Lemon, began shipping nationally in July.

During the 2025 second quarter, no shares of the company's common stock were repurchased. As of 08/06/2025, approximately $500 million remained available for repurchase under the previously authorized repurchase program. Now turning to our July 2025 sales, we estimate that July 2025 sales on a non-foreign currency adjusted basis were approximately 24.3% higher than the comparable July 2024 sales and 24.9% higher on a non-foreign currency adjusted basis, excluding the alcohol brand segment. We estimate that on a foreign currency adjusted basis, July 2025 sales were approximately 22.2% higher than the comparable July 2024 sales and 22.8% higher on a foreign currency adjusted basis, excluding the alcohol brand segment.

July 2025 had the same number of selling days as July 2024. In this regard, we caution again that sales over a short period are often disproportionately impacted by various factors such as, for example, selling days, days of the week in which holidays fall, timing of new product launches, the timing of price increases, and promotions in retail stores, distribution centers, as well as shifts in the timing of production. In some instances, our bottlers are responsible for production and determine their own production schedules. This affects the dates on which we invoice such bottlers.

Furthermore, our bottling and distribution partners maintain inventory levels according to their own internal requirements, which they may alter from time to time for their own business reasons. We reiterate that sales over a short period, such as a single month, should not necessarily be imputed to or regarded as indicative of results for a full quarter or any future period. In conclusion, I would like to summarize some recent positive points. Our record quarterly net sales crossed the $2 billion threshold for the first time in the company's history. In addition, the percentage growth rates in reported gross profit, operating income, net income, and earnings per share all outpaced our growth rate in net sales.

The energy drink category continues to grow globally. We believe that household penetration continues to increase in the energy drink category. Growth opportunities in household penetration, per capita consumption, along with consumers' need for energy, are positive factors for the category. We continue to expand our sales in non-Nielsen tracked channels. Globally, as measured by scanner data, consumer demand remains strong. In the United States, the energy drink category, as measured by Nielsen, accelerated in the 2025 second quarter compared to the 2025 first quarter, with growth remaining strong in July 2025 and beyond. I would now like to open the floor to questions about the quarter.

Operator: Thank you. We will now begin the question and answer session. If you are using the speakerphone, we ask that you please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. In the interest of time, we ask that you please limit yourself to a single question. Today's first question comes from Dara Mohsenian with Morgan Stanley. Please go ahead.

Dara Mohsenian: Hey. Good afternoon. Hey, Hilton. The gross margin performance is particularly strong in Q2. Can you just talk about how sustainable some of those drivers might be going forward? You mentioned some modest tariff pressure going forward. So just any thoughts around higher aluminum costs and the impact going forward? And if you could just clarify, you mentioned some US pricing in Q4. Is that more selective tactical adjustments or looking more at a broad type of price increase? Thanks.

Hilton H. Schlosberg: Well, I think we mentioned that the price increase that is currently being explored will depend on package and channel. So it's still a little premature to say where it will fall out, but we are in discussions with our bottlers and customers. So turning to gross margins, you know, I have always been very passionate about gross margins and where the gross margin can end up in, you know, in the company. But as we look at where we are in Q2 and we look forward into Q3, and, you know, we do not give guidance, so I have got to be careful what I say otherwise.

I get into trouble here with the lawyers, but we do see some modest pressures coming from tariffs in Q3. And in Q4, if the price increase does not materialize, but, you know, we think it will, we will see, you know, some reduction in through tariffs. But we do believe that the price increase will go some way towards, you know, overcoming that. And as I mentioned previously on many calls, we have a hedging strategy in place. So we are not totally exposed to the vicissitudes and changes in pricing in the LME. We are hedged to a limited extent in the Midwest premium, which is where we will see the impact of the tariffs.

Operator: Thank you. And our next question today comes from Bonnie Herzog with Goldman Sachs. Please go ahead.

Bonnie Herzog: Alright. Thank you. Hi, Hilton. Hi, everyone. Maybe a quick follow-up question on that just in terms of your supply chain optimization efforts because, Hilton, I know you have been working on that. So if you have any color that you can share with us in sort of where you are at in that process, and then I would love to hear some color on the category because it has been very strong recently, especially in the US, you know, up double digits. So if you could touch on some of the drivers of the recent strength and how sustainable this might be for the rest of the year and maybe into next. Thanks.

Hilton H. Schlosberg: Okay. So let's talk first about supply chain optimization. What we have been able to achieve is a good balance between our own production, which now accounts for probably just around 10% of our sales in the US, and a very well-balanced co-packing model. You know, the objective always has been to get the lowest delivered price to our customers. And that's been an objective, and it's one of the reasons why we are not producing more in our Phoenix facility because we have got such a great balance of co-packers that are able to achieve that objective of the lowest landed cost price to our customers. So that's supply chain. Let's talk a little bit about the category.

You know, as we said earlier, when we spoke about July sales, sales trends in the category remain strong. You know, per scanner data, the category is up 13.2% in the last four weeks. Monster's up 12%, and our MEC share unfortunately has been impacted by the other brands, not Monster. And really, we have seen strong increases across all regions. You know, we look at where we are in July, and all of our regions are, you know, are increasing nicely. So why, you know, has the market changed? At the end of the day, you know, what we look at is that the pricing of our products at retail is very much competitive with comparable CSDs.

And they traditionally, there was a gap. Historically, there was a gap. But now that gap is, you know, is starting to close. And there's a strong appetite from consumers for functionality. And a move towards, you know, towards our products and our competitors' products. So, you know, overall innovation has driven the growth in the category and in our own sales. And also, you know, there's this whole move that alcohol is not as, you know, as appealing as historically it's been. And we believe that's creating more opportunities for energy and certainly more space for energy in the customers' coolers.

So, you know, there's nothing really more than I can add other than, you know, we are excited to be part of this category. And everyone was, you know, like, kind of concerned last year. And I think at the time, we said that our belief was that this a strong motivation, strong acceleration in the category, and you are now seeing it. So, you know, I'm not sure I can add any more color, Bonnie.

Operator: Thank you. And our next question today comes from Chris Carey at Wells Fargo Securities. Please go ahead.

Christopher Carey: Hey, everyone. Hope that you are all doing well. I wanted to follow-up just on the quarter-to-date number. Exceptionally strong. Hilton, you just said all regions are growing. Is there, you know, any pull forward that you are seeing ahead of those pricing discussions, you know, any timing dynamic that we should be thinking about that's driving, you know, some of that strength? And then if I could just follow-up on this broader topic of the energy drink category. You know, it's been a really strong year, and, certainly, we are already looking forward to next year. And the sustainability of the category. Clearly, you are going to potentially have this pricing in Q4.

But can you just talk about maybe what happened last year, you know, why you think the category slowed, whether it was a lack of innovation, lack of pricing, and how you are starting to think about, you know, the next twelve months between, you know, strength of innovation. Obviously, you are going to have pricing. And any other, you know, tidbits that you might give us to, you know, lessen some of the anxiety as we start, you know, lapping the really strong performance. So thanks for the clarification on quarter-to-date, and sorry for the longer-winded question going into next year.

Hilton H. Schlosberg: Thanks. Okay. Well, let's start with the longer for next year. So there's an easy answer. We do not give guidance. So it's really hard, you know, for us to, you know, to talk about 2026 other than to say that we have got a very strong innovation pipeline, and we are really excited about what will happen in the fall with our innovation. What's happening internationally with and what's what could happen in 2026 with, you know, with our innovation program. You know, talking about what happened last year, it's kind of difficult because I do not think anyone knows. You know, we surmised at the time that, you know, there were lots of issues.

You know, it was pre-election, consumers, you know, there was high inflation. There were high gas prices. Consumers were, you know, holding back. But we have always said, and this, you know, we passionately believe that energy offers a need state. It's a, you know, it's a functional beverage. And we are continuing to see increased household penetration. You know, we regard energy drinks as an affordable luxury. We are seeing a lot of growth of diets versus full sugar. I mentioned the NARTD price comparison, and there's been a big opportunity with the trend in coffee and the, you know, the pricing trends in coffee.

And also, you know, the impact on the coffee industry of the cold brews, which did not do as successful as people expected. So, you know, there's a whole move towards why we believe this category is a good category and why we think it will, you know, it will continue to grow.

Operator: Thank you. And our next question today comes from Steve Powers of Deutsche Bank. Please go ahead.

Steve Powers: Great. Thank you. Good evening. Hilton, pace growth this quarter just notably outpaced realized revenue growth, which, you know, obviously resulted in a lower all-in, you know, price per case in the quarter. I was hoping you could maybe break that apart a bit. You mentioned higher promotional investments this quarter. But obviously, we have also got mix factors both geographic and within the segments. You know, strategic brands outpaced Monster. So just a little bit of if you could just dissect the different drivers of the lower price per case and just call anything that may be anomalous or unique to this quarter versus something that is more extrapolatable. Thank you.

Hilton H. Schlosberg: Thank you. Yeah. I think you answered your own question, to be honest, because as we look at the quarter, you know, 41% of sales internationally is kind of a first, and, you know, you know the impact of gross margin of international versus domestic. Secondly, you know, we are internationally selling a significant amount now of affordable brands. And you correctly spoke about the strategic brand segment growing faster than the energy drinks, the Monster Energy drinks segment in the quarter. So all of those factors, geographic mix, product mix, sales mix, all contributed to the results that you are talking about.

Operator: Thank you. And our next question today comes from Rob Ottenstein with Evercore.

Rob Ottenstein: Great. Thank you very much. Hilton, early on in the call, you mentioned I got I couldn't quite follow you. You mentioned something about, I thought, changing the visual identity on the UltraLine, and then there was something about Unleashed. And I somehow it came in and out, and I didn't quite follow exactly what you are saying. But if maybe you could talk a little bit more detail on what you are doing and why you are doing it, given that the UltraLine has been so successful?

Hilton H. Schlosberg: The UltraLine has been very successful, and it's of late, it's becoming even more successful. And all it is an objective to establish the UltraLine given a separate identity with a silver claw very similar to what we have today, but have separate coolers to be able to better merchandise the product. So it will have a new visual identity, it will have better space to increase the cooler capacity and its own coolers. And, again, promotional stacks on stores, cases on cases on the floor. And, you know, we are great believers in that part of the business.

And I think you probably noticed, as probably a lot of our investors have noticed, a lot of our analysts, is there's a whole kind of viral campaign on Zero Ultra in EMEA that's carried through to the US. And there's a significant amount of passion that we are using to build upon to, you know, really market that line more effectively.

Operator: Thank you. This concludes our question and answer session. I would like to turn the conference back over to Hilton Schlosberg for closing remarks.

Hilton H. Schlosberg: Thank you. On behalf of Monster, I would like to thank everyone for their continued interest in the company. I remain confident in the strength of our brands and the talent of not only our executive management team but also our entire Monster family throughout the world. And I am excited to be working with them all. We continue to believe in the company and our growth strategy and remain committed to continue to innovate, develop, and differentiate our brands and expand the company both at home and abroad. And in particular, capitalizing on our relationship with the Coca-Cola bottling system.

We believe that we are well-positioned in the beverage industry and continue to be optimistic about the future of our company. Thank you for your attendance.

Operator: Thank you. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.

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Gilead Sciences (GILD) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

DATE

Thursday, August 7, 2025, at 4:30 p.m. ET

CALL PARTICIPANTS

  • Chairman & Chief Executive Officer β€” Daniel O'Day
  • Chief Commercial Officer β€” Johanna Mercier
  • Chief Medical Officer β€” Dietmar Berger
  • Chief Financial Officer β€” Andrew Dickinson

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TAKEAWAYS

  • Total Product Sales-- with base business sales (excluding Vecluri) at $6.9 billion, up 4% year over year.
  • Vecluri (COVID-19)-- reflecting declining COVID-related hospitalizations.
  • HIV Sales-- $5.1 billion, up 7% year over year for Q2 2025, driven by demand and higher average realized prices, and up 11% sequentially due to inventory build and seasonal factors.
  • Biktarvy-- and 12% sequentially, with market share in the US increasing two percentage points year over year to over 51% in Q2 2025.
  • Descovy-- $653 million, up 35% year over year for Q2 2025 and 11% sequentially, representing the strongest quarter ever for the product, with US PrEP market share above 40% in Q2 2025 and unrestricted access at 88% of US covered lives as of Q2 2025.
  • YES2GO (lenacapavir)-- FDA approved as the first twice-yearly injectable for HIV prevention; commercial launch initiated in late June 2025 with high awareness among healthcare providers (72% unaided, 95% aided) prior to launch, J code effective October 1, and initial Medicaid wins in California and Florida.
  • Oncology: Trodelvy-- $364 million, up 14% year over year for Q2 2025, buoyed by positive Phase III ASCEND-03 and ASCEND-04 data in breast cancer first-line settings, and offset by the withdrawal of the bladder cancer indication.
  • Liver Disease-- with Libdelzi revenue nearly doubling sequentially from $40 million in Q1 2025 to $78 million.
  • Cell Therapy-- but up 5% sequentially, reflecting lower demand but higher realized prices and FX tailwinds; FDA removed certain REMS program requirements, reducing patient and caregiver burden.
  • Non-GAAP Gross Margin-- 87% non-GAAP product gross margin, up 1% from the prior year, benefiting from favorable product mix.
  • Non-GAAP Diluted EPS-- $2.01 non-GAAP diluted EPS.
  • Operating Margin-- 46%, or 47% excluding acquired IPR&D expenses (non-GAAP).
  • R&D Expense-- Up 9% year over year for Biktarvy, but expected to be flat for the full year 2025 compared to 2024 for non-GAAP R&D expenses.
  • 2025 Guidance: Revenue & EPS-- Full-year 2025 product sales (excluding Vecluri) now expected at $27.3-$27.7 billion, up $0.5 billion from prior guidance; total product sales $28.3-$28.7 billion for full year 2025; 2025 non-GAAP diluted EPS guidance raised to $7.95–$8.25, a $0.20 increase at the midpoint.
  • Capital Return-- new $6 billion repurchase program approved.
  • Medicare Part D Redesign-- Management reaffirms approximately $900 million impact to HIV business and approximately $1.1 billion company-wide for 2025, with no change in full-year assumptions.
  • Pipeline Milestones-- Positive Phase III results for Trodelvy were announced in April and May 2025. FDA approval and EU positive CHMP opinion for YES2GO, initiation of purpose 365 trial for once-yearly PrEP, upcoming pivotal update from IMagine-1 trial in multiple myeloma, and ARTISTRY-1 and ARTISTRY-2 HIV treatment updates expected in the second half.

SUMMARY

Gilead Sciences' (NASDAQ:GILD) quarter marked the commercial launch of YES2GO following FDA approval, with immediate uptake, strong provider awareness, and payer access progress, including expedited J code assignment and notable Medicaid inclusion. Management raised revenue and EPS guidance for full-year 2025, attributing increases to robust HIV franchise performance, especially Biktarvy and Descovy, as well as supporting strength in oncology and liver disease. Several key pipeline milestones were reached or initiated, with Trodelvy and cell therapy assets reporting significant late-stage clinical progress that may contribute to near-term portfolio expansion. Gross margin (non-GAAP) improved by 1% to 87% on favorable mix, and the company emphasized ongoing expense discipline and share repurchase commitments. No adjustments were made to assumptions regarding drug pricing policy reform impacts, including Medicare Part D and potential Medicaid MFN proposals, for full-year 2025, as legislative timing and operational safety nets are expected to mitigate short-term downside.

  • Johanna Mercier explained "about 25,000 customer calls" have already been made for YES2GO in the first six weeks following launch despite a target prescriber base of 15,000, indicating rapid engagement and repeat outreach.
  • YES2GO launch saw the "first prescription ... within hours of approval" and the "first product shipped within 24 hours," suggesting extensive pre-approval readiness and rapid distribution capability.
  • US PrEP market expanded to approximately 500,000 active users as of Q2 2025, supported by 88% unrestricted coverage for Descovy.
  • Trodelvy plus pembrolizumab achieved "an 11.2 months median progression-free survival" in ASCEND-04, a "35% improvement versus chemo plus pembro" in first-line metastatic triple-negative breast cancer, as presented at ASCO from the ASCEND-04 trial.
  • FDA label expansion for Biktarvy now includes people "not virologically suppressed, with no known or suspected resistance." addressing an unmet HIV treatment need.
  • No change to YES2GO revenue assumptions for 2025, as "it's still very early" in the launch and broader payer coverage is expected to drive future growth.
  • Quarterly capital return included a $527 million share repurchase, part of a larger program, with board authorization for a new $6 billion repurchase capacity intended to offset dilution and enable strategic buybacks.
  • In cell therapy, FDA eliminated the CAR T class REMS requirement. FDA also made additional changes to the CAR T product labels, including reducing the time patients need to remain near their treating center by 50% and driving restrictions by 75%, simplifying outpatient delivery logistics.
  • Management highlighted ongoing efforts to "reduce the barriers to broaden adoption of cell therapy," with updated data indicating progress in real-world outpatient use for Yescarta.
  • Active engagement with policymakers on pricing reforms continues, but management anticipates no "immediate impact at this point in time" from Medicaid MFN proposals or potential changes to US PrEP preventative guidelines.

INDUSTRY GLOSSARY

  • CHMP: Committee for Medicinal Products for Human Use (European Medicines Agency body that issues opinions on EU drug approvals).
  • J Code: A reimbursement code used in US healthcare billing for drugs administered by a healthcare professional.
  • PrEP: Pre-Exposure Prophylaxis, a preventive treatment for people at risk of HIV infection.
  • REMS: Risk Evaluation and Mitigation Strategy, an FDA requirement to ensure benefits of a drug outweigh risks.
  • PBC: Primary biliary cholangitis, a chronic liver disease.
  • CAR T: Chimeric Antigen Receptor T-cell therapy, an immunotherapy for cancer.
  • bNAbs: Broadly Neutralizing Antibodies, used in HIV treatment and prevention research.
  • Buy and Bill: A process where healthcare providers purchase and administer drugs, then bill payers.
  • Step Edit: A requirement to try alternative therapies before coverage is approved for a prescribed drug.
  • PD-L1: Programmed Death-Ligand 1, a protein involved in immune regulation, used as a biomarker in cancer treatment.
  • MFN: Most Favored Nation, a pricing policy proposal referenced for drug reimbursement in government programs.
  • IMagine‑1: The name of a Gilead-sponsored Phase 2 trial studying enido cel in multiple myeloma.
  • BigLen: A development-stage combination of bictegravir and lenacapavir for HIV treatment.

Full Conference Call Transcript

Daniel O'Day: Thank you, Jackie, and good afternoon, everyone. The team and I are pleased to be here with you today to share the results of a very successful second quarter. This quarter had special significance, of course, with the FDA approval of lenacapavir or ES2GO for twice-yearly HIV prevention. I want to take this opportunity to thank the many people who contributed to this remarkable achievement. From the Gilead Sciences, Inc. teams who discovered and developed lenacapavir, to the participants in the purpose studies, as well as the KOLs, advocates, community partners, and others who have been part of the lenacapavir journey.

This is truly a milestone moment in the history of HIV with the launch of a groundbreaking innovation that could bend the arc of the epidemic. Moving to the quarterly results, we had another very strong quarter of clinical, commercial, and operational execution. Excluding VICLRII, base business sales of $6.9 billion grew 4% year over year, driven by robust growth across Biktarvy, Descovy, Libdelzi, and Trodelvy. Product sales of $7.1 billion grew 2% year over year. The strong base business performance was partially offset by lower VICLRII sales due to fewer COVID-19 related hospitalizations.

HIV had a very strong second quarter, with demand-driven growth of 7% year over year more than offsetting the anticipated headwinds from the Medicare Part D redesign. Biktarvy grew 9% year over year to $3.5 billion and Descovy grew 35% year over year to $653 million. This was Descovy's strongest quarter ever, highlighting the growth of the HIV prevention market into which we are now launching YES2Go. It is now seven weeks since FDA approval of YES2Go and we are very pleased with what we're seeing so far. Johanna and Andy will take you through our results in more detail. But overall, the strong commercial execution and operating expense discipline year to date support higher expectations for 2025.

As a result, we are increasing our revenue and EPS guidance for the full year. From a clinical perspective, the second quarter was one of the strongest in Gilead Sciences, Inc.'s history. In addition to the FDA approval of Yes2Go, we received a positive CHMP opinion from the European Medicines Agency. With more than one million new HIV infections globally each year, and over 600,000 HIV-related deaths, we believe lenacapavir is one of the most important scientific breakthroughs of our time, which brings a sense of urgency and responsibility to reach the communities most in need as quickly as possible. At the same time, we continue to fully evaluate lenacapavir's potential in the clinic.

For example, we have just initiated purpose 365, a phase three trial evaluating once-yearly lenacapavir for PrEP. Additionally, we continue to develop seven combination regimens that utilize lenacapavir-based molecules for HIV treatment. In the second half of this year, we plan to share updates from ARTISTRY-1 and ARTISTRY-2. These phase three trials are evaluating a potential new single tablet regimen combining bictegravir plus lenacapavir that could further extend the reach of Gilead Sciences, Inc.'s current HIV treatment business. Moving to oncology, we announced back-to-back positive phase three results for Trodelvy with the top-line data from Ascentyl-3 and the detailed data from ASCENT-04.

We now have data that show highly statistically significant and clinically meaningful benefit for Trodelvy across first-line metastatic triple-negative breast cancer. Trodelvy is already the leading therapy for second-line metastatic TNBC. And with these data, we look forward to potentially advancing to the first-line setting where it could benefit twice as many patients. In cell therapy, we expect to provide a pivotal update from the phase two IMagine-1 trial evaluating enetacel for multiple myeloma later this year. Given the compelling efficacy and safety data seen to date, combined with Kite's industry-leading manufacturing capabilities, we believe Inedo Cell is well-positioned as a potential best-in-class therapy for multiple myeloma. In summary, this is a very special time for Gilead Sciences, Inc.

That's underscored with our second quarter results. This highlights the strength of our R&D engine and the level of excellence in our commercial and operational execution. Having built this positive momentum, we're excited by what's to come with continued innovation that will benefit patients and drive growth across our therapeutic areas. With that, I'll hand over to Johanna.

Johanna Mercier: Thank you, Dan, and good afternoon, everyone. We had another very strong quarter of commercial execution, culminating with the launch of YES2GO following FDA approval in late June. Second quarter product sales excluding Veclory of $6.9 billion were up 4% year over year, primarily driven by 9% growth in Biktarvy and 35% growth in Descovy. We also delivered encouraging contributions from Libdelzi in its third full quarter of commercial launch, and Intradalvi, partially offset by lower HCV sales following a very strong second quarter in 2024. Sequentially, sales in our base business were up 10% driven by growth in HIV, oncology, and liver disease. Including Veclary, total product sales of $7.1 billion were up 2% year over year.

While VICLARI's share of US hospitalized patients treated for COVID-19 remains well over 60%, the number of patients impacted by the pandemic continues to decline. This is reflected in second quarter sales of $121 million for Vecluri, and also in our updated full-year guidance. Moving to slide eight, HIV sales of $5.1 billion represented very strong 7% year over year growth primarily driven by increased demand in addition to higher average realized price. Sequentially, sales were up 11% reflecting inventory build, and higher average realized price both typical second quarter seasonal dynamics, as well as higher demand. On slide nine, Biktarvy sales of $3.5 billion were up 9% year over year with commercial execution supporting a strong increase in demand.

Sequentially, sales were up 12% reflecting seasonal inventory build and higher average realized price, as well as higher demand. Biktarvy once again expanded its US market share and increased two percentage points year over year to over 51%. Biktarvy continues to lead in share in major markets around the world. Further strengthening Biktarvy's differentiation, FDA recently granted a label expansion to include the treatment of HIV in patients with antiretroviral history who are not virologically suppressed, with no known or suspected resistance. This new indication addresses an important unmet need for people with HIV specifically those who come off therapy and then restart treatment. This label expansion reinforces confidence in Biktarvy to get such individuals to sustained viral suppression.

Moving to Descovy, second quarter sales of $653 million increased 35% year over year with growing awareness of PrEP and unrestricted access driving both higher average realized price and higher demand. Sequentially, sales were up 11% reflecting seasonal inventory dynamics and higher demand. Partly driven by strong execution from our commercial team, and continued growth ahead of the YES2GO launch, the US PrEP market has now expanded to more than half a million users. This market continues to grow in the mid-teens year over year highlighting progress on our goal of expanding the HIV prevention market. Additionally, Descovy for PrEP's share grew once again this quarter, representing more than 40% of the US market.

Moving to slide 10, we received FDA approval of YES2GO as the first twice-yearly injection for HIV prevention in mid-June. The team has been executing what I consider to be the best-planned commercial launch I have seen to date. Revenue in the first days of launch right at the end of the second quarter reflected planned inventory build, as we expected. While it's still early days, we're extremely pleased with the feedback from both clinicians and consumers as well as the progress of our early discussions with payers and the effectiveness of our launch preparations and execution to date.

Notably, the first YES2GO prescription was written within hours of approval, with the first product shipped within 24 hours, and the first dose administered within days well ahead of our expectation. Prior to launch or any commercial engagement, YES2GO's unaided awareness among healthcare providers was at 72%, more than twice the typical prelaunch awareness with aided awareness at 95%. I look forward to sharing more about YES2GO's early performance in the coming quarters. We are well on our way to achieving our target of 75% access for YES2GO within six months of launch, and 90% within twelve months.

Outside the US, we have just received a positive CHMP opinion and expect a European Commission decision on lenacapavir in the next two months. Our launch preparations in our initial target European territories are underway. Gilead Sciences, Inc. is committed to facilitating access to lenacapavir for those who could benefit from HIV prevention, regardless of where they live. With that in mind, we recently announced a partnership with the Global Fund to bring lenacapavir to approximately 2 million people in primarily low and lower-middle-income countries over the next three years. We were also pleased that the World Health Organization and the International AIDS Society both recently announced new HIV prevention guidelines recommending the use of lenacapavir.

As we look at the rest of 2025 on slide 11, it's clear that we are seeing very strong performance in both HIV treatment and prevention. With that in mind, we're increasing our full-year sales guidance, and now expect HIV sales to grow approximately 3% in 2025 up from our prior assumption of flat revenue year over year. This updated HIV guidance is driven by strong Biktarvy and Descovy performance so far this year and our expectations for the second half. Some additional considerations. First, we've made no change to our assumption regarding the impact of Medicare Part D redesign which at the start of the year, we expected to impact our HIV business by approximately $900 million in 2025.

Excluding this headwind, HIV growth this year would be more than 7%. Second, given the recency of launch, we have made no changes to launch assumptions surrounding YES2GO. And finally, given a broad range of possible policy outcomes, our updated HIV guidance assumes no changes to the current landscape. Moving to liver disease on slide 12. Sales of $795 million were down 4% year over year following a particularly strong 2024. This reflects lower average realized price, and lower patient starts in HCV, partially offset by the very strong launch of Libdelzi as well as demand for HDV and HBV products.

For HCV, US pricing has been impacted year over year by Medicare Part D redesign, while volume was driven by the timing of purchases in both the US and internationally. In primary biliary cholangitis, we continue to be pleased with LIVDELZI's performance in the US, as well as the early launches in Europe, following approval last quarter. Overall, revenue almost doubled from $40 million in the first quarter to $78 million in the second, driven by growing second-line PBC market share, our focus on both market expansion and persistence of therapy. Looking ahead, we are particularly encouraged by the demand we're seeing for Libdelzi in new patient starts.

That said, and after a tremendously strong second quarter, we do expect sequential growth to be more moderate in the third quarter, reflecting continued growth in new patients but a slower uptake among switch patients where the cadence of physician visits remains a gating factor. Moving to slide 13. Trodelvy sales of $364 million were up 14% year over year and 24% sequentially, reflecting Trodelvy's continued strength in metastatic breast cancer and more than offsetting on a year-over-year basis the expected decline associated with the withdrawal of the bladder cancer indication in the US. Internationally, we have seen strong demand growth both year over year and sequentially, where launch momentum and share gains continue across major markets.

Building on our market leadership in second-line metastatic triple-negative breast cancer, we're working towards filing for approval in the first-line setting, based on the potentially practice-changing results from the Ascento-3 and ASCENT-04 trials. As a reminder, there are almost twice as many patients in the first-line metastatic setting compared to second-line, as well as longer duration of therapy, and we look forward to expanding the options available for patients in this earlier line setting. Cell therapy on slide 14, and on behalf of Cindy and the Kite team, second-quarter sales of $485 million were down 7% year over year, primarily driven by lower demand, partially offset by higher average realized price.

As expected, our KITE cell therapies continue to face headwinds, although sales were up 5% sequentially helped by favorable FX impact in addition to higher demand for Yescarta in the US and Ticartis globally. It's taking time to reduce the barriers to broaden adoption of cell therapy, but we're making progress. For example, FDA recently removed the CAR T class requirement for a REMS program, which we believe will reduce the burden of CAR T administration for healthcare providers, patients, and caregivers, and we're pleased to see these changes starting to be rolled out across authorized treatment centers.

FDA also made additional changes to the CAR T product labels that will have a meaningful impact on patient and caregiver quality of life. This included a 50% reduction in the time patients need to remain near their treating center and a 75% reduction in driving restrictions. We continue to believe that outpatient delivery remains key to broader cell therapy adoption. With that in mind, new real-world data shared at ASCO highlighted the viability of outpatient administration for Yescarta. This is also reflected in increasing outpatient adoption over time. Suggesting growing physician comfort, the use of Yescarta in this setting. Our efforts to educate physicians and patients on the potential benefits of a one-time CAR T treatment are also ongoing.

Most recently, we highlighted new five-year overall survival analysis from Takarta's in B-cell acute lymphoblastic leukemia at EHA. The longest follow-up of any CAR T therapy in this indication. Together, these new data support our goals of bringing cell therapy closer to patients and increasing adoption. Wrapping up our second quarter, I want to thank the commercial teams for delivering yet another strong quarter of impact for patients and financial results for Gilead Sciences, Inc. Any commercial organization is energized by new product launches, and we are so fortunate to have several new, exciting, and impactful products in our portfolio.

The YES2GO launch marks a unique moment for Gilead Sciences, Inc., and I know the commercial teams share a sense of both excitement and responsibility given the potential to truly transform the HIV landscape in the coming years. So with that, I'll hand the call over to Dietmar.

Dietmar Berger: Thank you, Johanna, and good afternoon, everyone. I'd like to start on slide 16 by recognizing the years of tireless effort across many research and development teams at Gilead Sciences, Inc., KITE, and our partners that contributed to a spectacular quarter of clinical results. In April and May, we announced positive top-line results from ASCENT-04 and ASCENT-03, that showed Trodelvy regimens demonstrated highly statistically significant and clinically meaningful efficacy with the potential to be practice-changing in first-line metastatic triple-negative breast cancer. In May and June, we shared promising early results from our next-generation BiCistronic CAR Ts in lymphoma and glioblastoma.

In June, we shared updated data from our pivotal IMagine-1 trial in fourth-line and later relapsed and/or refractory multiple myeloma that further reinforce our belief in a needle cell's best-in-class potential. And also in June, we achieved FDA approval of YES2GO, our breakthrough twice-yearly injectable for HIV prevention which we truly believe has transformative potential. We believe lenacapavir will help bring us closer to our goal of ending the HIV epidemic in the years ahead.

You have heard Johanna's excitement about the commercial launch in the US, and in July, we were pleased CHMP adopted positive opinions for our EU marketing authorization application and for EU Medicines for All, which enable a streamlined assessment for WHO pre-qualification and additional global regulatory reviews. These are critical advances in our plans to help make lenacapavir available to people who need to be protected from HIV globally. This is a moment of pride for this Gilead Sciences, Inc. team and has given me personal pause as I recognize and appreciate the brilliance of the team of scientists that we have here.

And the determination to keep out innovating ourselves to achieve the best possible experience and outcomes for those we serve. With that in mind, our work in HIV continues as you can see on slide 17, with the approval of YES2GO, we continue to target up to eight additional HIV product launches before 2033, including five that would come to market by 2030. In HIV prevention, we have initiated our phase three trial evaluating once-yearly intramuscular injections of lenacapavir for HIV prevention, now called purpose 365. If successful, this could launch as early as 2028.

In HIV treatment, we continue to expect an update on our new daily oral combination of bictegravir and lenacapavir in the second half of the year from ARTISTRY-1 in patients with HIV on complex regimens. In addition to ARTISTRY-1, we now expect to provide an update for ARTISTRY-2, the second Phase III trial for BigLen, for virally suppressed people with HIV, or people looking to switch regimens. Looking at our weekly HIV treatment programs, we expect the Phase III update on the lenacapavir plus islatravir combination in 2026, with a view to potential launch in 2027.

As we announced, our wholly-owned weekly Wonders program evaluating the combination of GS4182, one of our lenacapavir prodrugs, and GS1720, one of our long-acting integrase inhibitors, is on clinical hold pending further analysis. We're making progress on our other oral long-acting candidates and continue to expect our wholly-owned once-weekly program to be moving forward with a delay of three to six quarters. Among the rest of our leading HIV programs, three are in phase one, namely our monthly oral, and our quarterly and twice-yearly injectables. We look forward to sharing updates on these in due course. Finally, we continue to plan for our Phase III study, evaluating lenacapavir plus broadly neutralizing antibodies or bNAbs, a potential twice-yearly injectable treatment.

We continue to target commercial launch in 2030. Moving to oncology on Slide 18. Trodelvy's impact in metastatic triple-negative breast cancer was reinforced with highly statistically significant and clinically meaningful results. In the phase three ASCENT-3 and ASCENT-4 studies in the first-line setting. At ASCO, we presented potentially practice-changing detailed data from ASCENT-4, showing treatment with Trodelvy plus pembrolizumab resulted in an 11.2 months median progression-free survival. A 35% improvement versus chemo plus pembro for first-line PD-L1 positive metastatic triple-negative breast cancer. We saw an early trend for improvement in overall survival with Trodelvy plus pembro, though we would note these data are immature.

Still, these results are remarkable given the high share of patients who crossed over to Trodelvy, following disease progression in the control arm, which would be expected to mask a potential overall survival benefit. We will be filing for full approval based on the primary median PFS endpoint for both ASCEND-3 and ASCEND-4 with a potential FDA regulatory decision expected in 2026. We plan to share detailed Phase III ASCEND-3 data at an upcoming medical meeting, which will allow it to be considered for future guideline updates. These results are encouraging as we continue to evaluate Trodelvy in earlier lines of breast cancer.

In addition to ASCENT-3 and ASCENT-4, our other Phase III breast cancer programs include ASCENT-7, in chemo-naive hormone receptor-positive HER2-negative metastatic breast cancer, evaluating Trodelvy following endocrine and CDK4/6 inhibitor therapies. This is an event-driven trial and we will update you in due course. And ASCEND-05 in high-risk early triple-negative breast cancer evaluating adjuvant Trodelvy plus pembro. As would be expected with an earlier line trial, in a potentially curative setting it will be several years before we are able to provide an update. We also remain focused on clinical execution of our five other ongoing Phase III programs, for Trodelvy and dombinalimab across lung, endometrial, and upper GI cancers.

Moving to slide 19, and on behalf of Cindy and the Kite team, we were pleased to present new data from across our cell therapy pipeline at the ASCO and EHA congresses. In partnership with Arcellx, data from the IMagine-1 trial at EHA demonstrated the consistent and compelling efficacy and safety profile of enido cel. We continue to believe enido cel has the potential to offer a best-in-class profile and we look forward to presenting pivotal data from this trial towards the end of the year. As a reminder, we continue to target 2026 for a commercial launch.

From our next-generation construct at ASCO, we presented initial data from the biocistronic CD19CD20, KITE-363 CAR T, which we believe has shown a promising profile in B-cell malignancies, and we have selected KITE-363 to be evaluated in Phase I trials of autoimmune and neuroinflammatory conditions. In the second half of this year, we will decide which program to advance in hematology, choosing between our three next-generation CAR T constructs. Additionally, in collaboration with the University of Pennsylvania Perelman School of Medicine, ASCO data on the biocistronic EGFR IL-13 R8-2 CAR T strengthens proof of concept for expanding CAR Ts to treat solid tumors.

Overall, we remain excited about the potential of our next-generation therapies to offer improved efficacy and safety profiles and to reach patients faster as we work towards our goal of bringing potentially curative therapies to patients. Finally, moving to our pipeline milestones on slide 20. We have had an extremely productive and successful quarter overall. Looking to the rest of the year, we expect the pivotal update from our IMMagine-1 trial evaluating enido cel in fourth-line or later relapsed or refractory multiple myeloma, the European Commission decision on lenacapavir for PrEP, following the recent positive CHMP opinion and a Phase III update for ARTISTRY-1 evaluating BigLen in people with HIV on complex regimens.

We have also added a new milestone, a Phase III update for ARTISTRY-2 evaluating BigLen in virologically suppressed people with HIV. Together, ARTISTRY-1 and ARTISTRY-2 have the potential to support global regulatory filings that could expand the reach of Gilead Sciences, Inc.'s HIV treatment business. With that, I'll turn the call over to Andy.

Andrew Dickinson: Thank you, Dietmar, and good afternoon, everyone. Starting on slide 22, our second-quarter results show continued strength in execution across the company. Our base business was up 4% year over year to $6.9 billion driven by growth in Biktarvy, Descovy, Libdelzi, and Trodelvy. Reflecting fewer COVID-related hospitalizations, Vecluri sales were down 44% year over year, resulting in total product sales of $7.1 billion up 2% year over year. Moving to our non-GAAP results on slide 23. Second-quarter product gross margin was up 1% from the same quarter last year to 87%, driven by a more favorable product mix. R&D expenses were up 9% compared to a relatively low 2024, reflecting investments in clinical manufacturing and study activities.

I'll highlight that we continue to expect full-year R&D expenses to be roughly flat on a dollar basis from 2024, and year-to-date R&D expenses are tracking in line with our internal expectations. Acquired IPR&D expenses were $61 million in the second quarter, primarily driven by the Chimera collaboration we announced in June. SG&A expenses were flat year over year with higher sales and marketing expenses primarily related to our HIV franchise offset by lower G&A expenses. Second-quarter operating margin was 46%, or 47% excluding acquired IPR&D. The non-GAAP effective tax rate was 19% this quarter, in line with our expectations. And finally, non-GAAP diluted EPS was $2.01 for the quarter. Moving to our full-year guidance on slide 24.

We had an extremely strong 2025, driven by our HIV portfolio, and bolstered by the encouraging momentum in both Libdelvi and Tridelvi. With that in mind, we are updating our full-year 2025 guidance as follows. We now expect product sales excluding Vecluri of approximately $27.3 billion to $27.7 billion representing an increase of half a billion dollars in our base business expectations for 2025. This update reflects HIV growth of approximately 3% year over year, driven by the outperformance of Biktarvy and Descovy year to date, FX tailwinds, and softer cell therapy expectations where we now expect a modest decline for full-year 2025 versus full-year 2024. I'll note that our assumptions have not changed in the following areas.

Firstly, our assumptions for the impact of Medicare Part D redesign remain unchanged from the beginning of the year. And we expect approximately $1.1 billion of impact to our business. Secondly, while we're very encouraged by the launch dynamics of YES2GO to date, we are not updating our assumptions for YES2GO revenue in 2025 at this time. And finally, we have not updated our expectations for the impact of potential tariffs or other changes to the broader policy environment. We continue to expect the impact of known tariffs to be manageable in 2025.

Moving to slide 25, we are reducing our full-year 2025 expectations for Vecluri by $100 million, approximately $1 billion reflecting the current path of the COVID-19 pandemic including lower hospitalization rates in the first half and the trends we've seen in the first month of the third quarter. As a result, total product sales are expected to be in the range of $28.3 to $28.7 billion with a half a billion dollar increase in base business expectations partially offset by lower COVID-19 related sales. For other items in the P&L, on a non-GAAP basis, we now expect product gross margin to be approximately 86% reflecting strong performance year to date and a more favorable product mix.

We expect R&D expenses to be roughly flat on a dollar basis from 2024 which is consistent with our expectations at the start of the year. And we expect acquired IPR&D to be approximately $400 million reflecting $315 million of expenses so far this year, in addition to known commitments and expected milestone payments. SG&A expenses are now expected to decline by a mid to high single-digit percentage compared to 2024, updated to reflect higher HIV sales and marketing expenses, and other corporate expenses associated with higher 2025 base business expectations.

Rounding out the P&L, we expect operating income to be between $13 billion and $13.4 billion, our effective tax rate to be approximately 19%, consistent with our prior guidance, and we expect our full-year diluted EPS to be between $7.95 and $8.25 an increase of 20Β’ at the midpoint compared to our prior guidance. Looking ahead, we will continue to monitor the macro landscape carefully, we expect that our disciplined approach to operating expense management positions us well to adapt as needed in the months ahead. On slide 26, our capital priorities remain unchanged, and we returned $1.5 billion to shareholders in the second quarter. This included $527 million of share repurchases, currently being executed under our 2020 plan.

We expect to complete the 2020 program over the next several quarters and our board recently approved a new, $6 billion program to support continued share repurchases. These repurchases are intended to offset equity dilution at a minimum, but can also be used opportunistically as you've seen in 2025. Overall, Gilead Sciences, Inc. delivered another very strong quarter of clinical and commercial execution, supported by our disciplined operating model. As we look to the second half of the year, we believe that Gilead Sciences, Inc. is well-positioned for near-term and long-term growth and we remain focused on delivering on our strategic commitments. With that, I'll invite Rebecca to begin the Q&A.

Rebecca: Thank you, Andy. At this time, we'll invite your questions. Please be courteous and limit yourself to one question so we can get to as many analysts as possible during today's call. Again, to ask a question, press 1. And to withdraw your question, press 2. Our first question comes from Tyler Van Buren at TD Cowen. Tyler, go ahead. Your line is open.

Tyler Van Buren: Great. Hey there. Thanks very much, and congratulations on the progress. I know you'll be shocked to hear this question, but can you please elaborate on the early uptake with the YES2GO and whether you expect the early prescriptions to trend linearly from here or if it's still very early in what is expected to be more of an exponential launch curve.

Daniel O'Day: Yeah. Go ahead, Johanna, please. Thanks. Hi, Katherine. We are very surprised to get that question. Shocked.

Johanna Mercier: Tyler, thanks for the question. It's Johanna. Yeah. We're really pleased with the launch so far. And you're right. It's still early days. We're about six weeks in, but super thrilled to see what's been going on. I think number one, a lot of that has to do with the readiness of the cross-functional teams. As you know, the day that we got or I should say the hour we got the approval, everything was basically ready to turnkey and get going. So the teams have hit the ground running and, just really proud to see how they're working together in pods across the US to make sure that this happens.

We've already had over about 25,000 customer calls, executed in the field, and just understanding that our target base is about 15,000, so many of those customers have seen either a representative or a medical sales representative more than once, and that's how we see kind of the uptake and the excitement. When we think about the awareness at launch, it was already kind of double what we usually see in the industry at launch. Right? You're looking at about a 72% unaided awareness, usually, those numbers are in the thirties or so, and then, of course, our aided awareness was 95% plus.

So we really knew that as we were going into this, we were ready, and now it's up to us to pull it through. You heard me say a couple of early data points around first script within hours. Injection within a couple of days, and tracking that super closely. The piece that maybe is important to understand as well is how access is playing out here.

We've always said about 75% or so access at the six months time point and then about 90% at twelve, and the medical exceptions are basically the way people are working through this, and we have a great field reimbursement team that is there to provide that end-to-end reimbursement support to make sure we can pull through those scripts as quickly as possible, but different plans will take different times, and that's what we're obviously very conscious of. At the same time, I will say we have a couple of early wins that we're really proud of.

One, I would say, is the J code, which sometimes is, you know, having a miscellaneous J code is great, but having the J code come through is actually really important. It just simplifies the whole billing and reimbursement process. And we got confirmation that our J code is coming through for October 1. You probably know from other launches, usually, that takes at least two to three quarters. So that's a little bit ahead of our expectation.

And then we've had some early commercial wins where some plans have come in as of August 1, and then we've had also some state Medicaid wins, and namely, I just want to highlight, we have more than this, two out of the four biggest states prevention states, are California and Florida, and both of those are on formally as of August 1. So we're really pleased to see that more and more lives are getting access and working through kind of those medical exceptions as we go. And really high interest from a lot of our payers. To make sure we can have those discussions.

So we've engaged with multiple accounts, over 200 accounts we've engaged with, to make sure they have all the information they need to make those formulary decisions. And so that's what we're working through. And that's obviously going to take a little bit of time, as you know, but I think we're very well on our way to achieve our goals. So super excited. Hopefully, you can hear it, and see all the data to the proof points to support it. I think we have the right team, the right attitude, and the responsibility to make sure we really make a difference here with YES2GO and bend the curve of this epidemic. So stay tuned.

As a little bit more data comes through in the next quarter, and more to come.

Daniel O'Day: Thanks, Johanna. Thanks, Tyler, for the question. I just want to add, I'm really impressed with the team's early launch support here and we look forward to updating you in quarters to come. Can we have the next question, please?

Rebecca: Our next question comes from Terence Flynn at Morgan Stanley. Go ahead, Terence. Your line is open.

Terence Flynn: Great. Thanks so much for taking the question, and congrats on all the progress as well. Joanna, you mentioned Descovy had one of its best quarters ever. I think if you look at the growth trajectory there, it's obviously been very robust and looks to be tracking well above the 8% rate that I think is implied in your longer-term guidance for the PrEP market when you guys look out to 2030. So just wondering how durable this kind of a growth rate is given what you're seeing out there in the market and a lot of the work you're doing that you've done ahead of the YES2GO launch.

Then just one clarification, can you just comment on the accuracy of YES2GO IQVIA data for us if you have any visibility there? Thank you.

Johanna Mercier: Sure. Thanks, Terence. So a couple of things. One is the PrEP market is growing nicely at about double-digit, right, about 15% or so year on year. And that obviously has to do with a lot of the work that we've been pulling through, a lot of initiatives in the field to increase awareness about prevention and the importance of prevention. And that's why we were excited to share that those numbers are growing quite actively and we're at about 500,000 or so active users in PrEP. It's well on our way to kind of those goals that you were referring to of over a million by the mid-thirties.

We do think that there's an opportunity for us to basically continue that growth in the marketplace, especially with the excitement with YES2GO. I think the purpose one and purpose two data are just so powerful. That they're really having an impact in the field. So we will continue to drive that. To your comment around Descovy, and the incredible performance that we've been seeing with Descovy and right that 35% share a lot of that has to do with basically continued favorable access that we've seen over the last six to nine months or so where we're seeing the co-pays come down to $0 in many cases.

Our access basically jumped up a little bit, and we're now at about if you think about unrestricted access, at about 88% of total lives covered. And we are about 98% total covered lives. So about 10% still have a little bit of restriction either step edit or prior op, that's actually a big jump. And then the teams have done an incredible job with those plans that had those changes, is really to increase those shares of Descovy in those plans. So that's what you're seeing in the uptake.

What I would suggest though is that, yes, YES2GO gets traction, and ramps up over the next coming quarters, you will probably see a little bit of a decline because the intent with YES2GO is obviously to look at the total PrEP market and make sure that we're differentiating there across all the orals as well as other long-acting. So you will see a little bit of a shift in the mix, right, as we go forward. Hopefully, that addressed that question. And your quick comment on IQVIA data, listen, it's still really early, but we do believe IQVIA data is directionally aligned.

It's just some accounts, some channels are not IQVIA, as you well know, so they're not reflected in the data. We're gonna need a couple of more quarters to stabilize as you've seen in the past with other launches. Having said that, we were so pleased kind of with what we're seeing in the initial uptake, the customer response, I think I will tell you the excitement is palpable internally, externally, and I would also say that we're also tracking really closely kind of the customer uptake as well, right? So as it goes through into the reimbursement, because our teams are making sure that we can pull those scripts through.

And what really matters through IQVIA is users that are getting the injection. So we're tracking both of those, really closely. So stay tuned. But I think a couple more quarters will help us kind of normalize that data. As a reminder, we ask that you please limit yourself to one question so we can get to as many analysts as possible on today's call. Our next question comes from Umer Raffat at Evercore. Umer, go ahead. Your line is open.

Umer Raffat: Hi, guys. Thanks for taking my question and congrats on all the progress with YES2GO. I figured I'll go in a different direction on potentially a risk factor for the business. In a scenario where the industry does converge around an MFN proposal, which is focused on Medicaid, how do you see the impact to Gilead Sciences, Inc.'s business from a revenue perspective and, obviously, inclusive of the mandatory and CPI rebates, you do pay to Medicaid. Already. Thank you very much.

Daniel O'Day: Yeah. Thanks, Umer. You know, maybe I'll start, and then I'll hand it over to Johanna to talk specifically about the Medicaid portion of it. I just want to be clear that obviously we are having discussions and working with the administration on the whole topic of MFN.

I would say just as a backdrop to all this, that given the general business uncertainty in the country, and also some of the sector-specific uncertainty, it's even more important that we're at this stage in Gilead Sciences, Inc.'s history of driving forward with all these new launches controlling operating expenses, and I remind you, you know, as you know, we have, you know, just very limited patent exposure until 2033 with a very strong clinical development plan to be able to support the patients with that medicine prior to 2033. So, just put that in the backdrop.

Obviously, we very much support the concept of finding ways to have patients better afford their medicine in this country while also preserving the right ecosystem here. Now specifically related to your Medicaid question, I'll hand it over to Johanna to talk about how that could or could not impact us.

Johanna Mercier: Right. I mean, so you know Medicaid business for and HIV, I'm gonna focus on HIV, the biggest piece of our business, is around mid to lower twenties. And so that is something that is important to us. Remember, the co-pays, so the patient out-of-pocket cost for Medicaid is incredibly low. It's either $0 or a couple of dollars per script. And there's a lot of support for that. I mean, obviously, what we're tracking is also not just potential demo projects and things like that with MFN, but we're also tracking the current legislation with Medicaid as to the big beautiful bill.

And, we are tracking that realizing that most of those have implications late 2026 into '27, so no immediate impact at this point in time. Having said that, all of that said, HIV is very different. And it is a disease that obviously if you don't treat it, I think the repercussions and the consequences are not just that individual patient, it could be much broader such as a local epidemic of HIV, in the United States, and so that's why many individuals or most individuals that are diagnosed with HIV, there's really always a safety net program to support them in their treatment and whether that state programs, ADAPT programs, foundations, or even Gilead Sciences, Inc.'s patient access programs.

These are all pieces of the puzzle that we're thinking through to make sure we wrap around to make sure that those patients get coverage and access to the medicines they need. Our next question comes from Evan Seigerman at BMO Capital Markets. Evan, go ahead. Your line is open.

Evan Seigerman: Thank you for the question, and really congrats on the progress. Given the importance of the YES2GO launch and the recent changes to the HHS preventative task force, if PrEP is removed as a preventative medicine broadly, how does this change your approach to commercialization in the US, and is there a potential also impact to COVID? Thank you so much.

Johanna Mercier: I heard most of that. It's Johanna, Evan. I'll take that one. Yeah. So listen, let me start by saying the USPSTF guidance is something we truly support. We believe in preventative services. We think it's very important across all diseases, but namely in HIV when you think about prevention. The current guidelines are well enforced, they support the $0 copay. And without access restrictions or step edits or whatnot, for HIV prevention, and we believe that also includes YES2GO as we're going forward with those conversations with the plan. As I mentioned earlier, Descovy is well covered. 88% of access with no restrictions.

Having said all of that, if there was to be a change in the future, not that we foresee that, if there was to be a change, I just want to remind you that these guidelines didn't really have legs until probably less than a year ago, probably about two, three quarters ago, and before that, the prevention market was still growing very strong, same rates basically, that we're seeing today. And we were very successful with Descovy at about a 40% share or so. We're now closer to about a little bit towards the 44, 45% share now. And the market is still growing at around the same rate.

So we do believe that whether we have USPSTF that's ideal. If it was to change in any way, we still believe we could work through it and just work closer with our payers to make sure that people have access to HIV prevention moving forward just as they do today. Our next question comes from Chris Schott at JPMorgan. Chris, go ahead. Your line is open.

Chris Schott: Great. Thanks so much, and yes, congrats on the progress. I just wanted to ask about the treatment pipeline and specifically just elaborate on your confidence on the 4182/1720, the weekly treatment combo, the Wonders program, following the clinical hold announced earlier this year. I guess just kind of next updates we should be watching for on that combo and just how does that stack up relative to some of the other treatment combos that you're working on? Thank you.

Daniel O'Day: Hey, Chris. We'll get Dietmar to answer that here.

Dietmar Berger: Yeah. Thanks, Chris, for the question. Our confidence in the treatment pipeline is high, right? And remember, we not only work on weekly approaches, we also work on daily, monthly, every three months, and every six months approaches. So the pipeline is deep, we have a variety of different molecules. And if you look at 4182 and 1720, one of them is a lenacapavir prodrug, the other one is an INSTI, and we have several other molecules of those classes in our portfolio. So what we're currently doing is we're trying to understand the data further.

We're doing preclinical and clinical analysis to really isolate the observations that we had to make sure we understand which of the molecules led to that observation, and then to move forward expeditiously with one of our other molecules that we have in the portfolio in a new combination to really get that weekly treatment opportunity to patients. I also want to mention that we have our Phase III island program. It's led islatrovir and lenacapavir, ongoing, which is, you know, currently in phase three, the next update on that program is coming 2026 and the estimated launch for that one is in '27.

With regards to our wholly-owned program, kind of the Wonders program and the succession of that, we will update you in due course.

Rebecca: Our next question comes from Geoff Meacham at Citibank. Geoff, go ahead. Your line is open.

Geoff Meacham: Alright. Great. Hey, guys. Thanks for the question. You had another one on YES2GO. It seems like the OUS contribution, I think it's gonna be much bigger when you compare to Descovy or Truvada in PrEP. You know, Johanna, I'm not asking for guidance, but when you think about the US versus OUS contribution for HIV treatment, could that ultimately mirror what you will see in PrEP kind of at the peak? I guess that's what I'm asking is that the outside of the US market is one that's sort of novel and new for you guys and want to get some context there. Thanks.

Johanna Mercier: Thanks, Geoff. I do think that you're right. I think there's a broader opportunity with YES2GO ex-US, and a lot of that has to do, right, with Descovy, we were kind of challenged in many markets to compare it with Truvada. And Truvada was generic in many of those markets. With YES2GO, I think with the innovation, the transformational value that we are bringing for markets that truly recognize the need for something else in HIV prevention and recognize the value of lenacapavir and what it brings to their populations or their specific target populations where you see an HIV incidence that is very high.

I really do think there's an opportunity for us to have a broader footprint than just where we are today with Descovy, for example. And so I think at, you know, to your point at stable at steady state or at peak, I do think maybe that'll take a little bit of time because I think the challenge from a reimbursement standpoint will not be simple.

But I do think for the countries that have literally said and been very outspoken that they want to bend the curve or that they're not meeting their 2030 targets, which nobody is, this is really an opportunity for us to partner with those stakeholders and make sure that YES2GO is available for those countries. Our next question comes from Mohit Bansal at Wells Fargo. Mohit, go ahead. Your line is open.

Mohit Bansal: Great. Thank you very much. And, Joanna, you are very popular today. So one more for you. So the question is, regarding the logistics as well as the safety side of it. So just wanted to understand for YES2GO the logistics dynamic because this is a prescriber base that is used to orals, and now they're going to use an injection, which is also a doc office. So how are you navigating that? And would it take some time to help understand prescribers the entire dynamic? Would love to understand that. Thank you.

Johanna Mercier: Sure. Sure. And, you know, as we were preparing for this launch, we were leveraging a lot of the learnings of past launches in this space or launches that went from an oral to injectable, just to understand what we needed to do to prepare for it. And one of the key things was education. And making sure that with optionality flexibility, for where they go. So at launch, we were able to offer our customers RHCPs, the clinics, to make sure that they understood that they could prescribe it and do buy and bill in their office.

We also offer them to make sure that if they could prescribe it and then send the script to a specialty pharmacy and they would do all the background work and then send the product back for the injection with the user. Consumer, and or if they didn't want any of that, they could go to an alternate site of care and basically just send with the script the consumer to that alternate site of care for their injection. And do all the reimbursement background work. So, I think we set it up with a lot of flexibility. And what we're seeing, although very early, what we're seeing is exactly kind of what we thought.

We thought at the beginning, we're gonna see a lot heavier towards specialty pharmacy, the buy and bill would be more the clinics that were already doing buy and bill in the past. And a little bit of alternate site of care is happening as well, but few and far between. And so I think it's still very early to kind of assess where that looking for, but I will say one of the biggest is I talked a little bit earlier around cross-functional network and partnership.

The teams are set up across the US so that they have a full cross-functional team, whether it comes with nurse educators, field reimbursement, the medical representative, the commercial sales representative, and they work together in pods what they've done is actually set up meetings with a lot of these clinics around the country together so that they can answer all the questions at the same time to navigate the logistics, for YES2GO. And that has apparently had incredible success. Our customers aren't used to that.

And they've been incredibly appreciative and satisfied with what we've been bringing so that they have all their answers when they need it, so that they can put pen to paper and prescribe for their patients. And so I think we're managing it incredibly cross-functionally and making sure that we simplify the complexity of the logistics, but making sure the customers see it as simple. And so that's our goal. Our next question comes from Courtney Breen at Bernstein. Courtney, go ahead. Your line is open.

Courtney Breen: Hi. Well, thanks so much for taking my question today. Probably another one for Johanna, I think. You spoke a little bit about kind of you being surprised positively so far in the YES2GO launch around access and around kind of the connecting of the dots the team has been able to achieve and the scripts and the actual injection rates. Why didn't you raise the launch expectations or the guidance as you thought about kind of the YES2GO launch for the remainder of this year?

What are the things that are still marks in your mind that would give you confidence to kind of raise your own expectations in terms of this launch for the early parts and what we might see this year? Thank you.

Johanna Mercier: Courtney, great question. And I think I would answer it with two ways. One is it's still very early. Right? We're six weeks into the launch, so that's one. Two is access is critical here. And so we're managing, you know, one-off on medical exceptions every time, you know, our field reimbursement team hears that there is a little bit of a block somewhere. And we're working through it with the plan. But I think more importantly, we really need to see the number of covered lives increase over the next quarter or two to really see that momentum and really pull through those intake calls into scripts and injections.

And so that's kind of the piece that we're waiting to see. And so I think you can ask me that question again in a couple of quarters, and we'll go from there. Our last question comes from Carter Gould at Cantor. Carter, go ahead. Your line is open.

Carter Gould: Great. Thank you. Good afternoon. Congrats on all the YES2GO progress. Maybe just switch things I just wanted to ask on sort of your continued confidence on enido cel approvability based on a single-arm study. I'm familiar with the feedback your partner received some time ago, but since then, there's been bispecific approvals, competitor CAR Ts have had confirmatory data coupled with obviously no shortage of disruption across CBER and FDA. So just how you get comfortable with the feedback from years past still applies and if there's been ongoing feedback that bolsters that confidence. Thank you.

Dietmar Berger: Yeah. I know we're not communicating our regulatory strategy other than to say that we are continuing to have conversations with the FDA and are looking forward to launching in 2026. We don't have any major shifts in the things that we've communicated before and are looking forward to filing enido cel.

Daniel O'Day: Great. This is Dan. I just want to thank everybody for your questions today and for joining the call. Maybe it's just a couple of closing comments from my side. As we've shared today, this has been a really successful second quarter with growth drivers from all three of our therapeutic areas contributing to the 4% growth in the base business. More than offsetting the anticipated headwinds we have from the Medicare Part D redesign just to remind you all, we're incredibly proud, you know, of and much of the call was devoted to this to have delivered the world's first twice-yearly prevention for HIV with lenacapavir in the US, it's really off to a very strong start.

Continue to update on the quarters with that. But in addition, of course, we have the positive CHMP opinion on YES2GO and a great start. Overall with the launch. So we're incredibly, you know, impressed and proud of where we believe this will go. And overall, it's also been one of our strongest clinical quarters we've ever had. You know, we didn't speak about it so much today, but in addition to that, we had the back-to-back positive Phase III results for Trodelvy and we just finished with the last question on enido cel and cell therapy and the broader cell therapy pipeline, I would say. And this top-line performance is transforming down to the bottom line.

And it's a really special time at Gilead Sciences, Inc. with so many launches, imminent launches. YES2GO, Libdelzi, Trodelvy first line potentially coming up as well as enido cel. So, it's a strong time for the team. I just want to take this opportunity to thank the Gilead Sciences, Inc. team for their incredible efforts they're putting into driving this level of innovation. Want to thank all of you for joining us today. As usual, our IR team is available for follow-up and any questions that you have. We wish you a great rest of your day, and thank you for your interest in Gilead Sciences, Inc.

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Flutter (FLUT) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

DATE

Thursday, Aug. 7, 2025, at 4:30 p.m. ET

CALL PARTICIPANTS

  • Chief Executive Officer β€” Peter Jackson
  • Chief Financial Officer β€” Rob Coldrake
  • Group Director of Investor Relations β€” Paul Tymms

Need a quote from a Motley Fool analyst? Email [email protected]

RISKS

  • CEO Jackson said, "We were, of course, disappointed to see the state of Illinois introduce a wager fee on July 1, which unfairly impacts our recreational lower handle customers and significantly increases operating costs in the state."
  • CFO Coldrake stated net income (GAAP) was reduced by 88% year over year for the second quarter of 2025, driven by an increase in non-cash charges related to the Fox option valuation, amortization of acquired intangibles, and higher income tax expense.

TAKEAWAYS

  • Group revenue growth-- 16% year-over-year group revenue growth, with adjusted EBITDA up 25%.
  • Net income-- Net income reduced by 88% year-over-year, primarily due to an $81 million non-cash Fox option charge compared to a $91 million credit in the second quarter of 2024, and increased amortization and income tax.
  • US revenue-- Revenue was 17% higher year-over-year, with Sportsbook revenue up 11% and iGaming revenue up 42%.
  • US adjusted EBITDA-- Adjusted EBITDA of $400 million, up 54%, and adjusted EBITDA margin was up 530 basis points, driven mainly by a 440 basis point reduction in sales and marketing as a percentage of revenue.
  • International revenue and EBITDA-- $2.4 billion in revenue and $591 million in adjusted EBITDA, representing 15% and 13% growth, respectively; SNAI and NSX contributed 11 percentage points to year-over-year revenue growth and 7 percentage points to year-over-year EBITDA growth.
  • International EBITDA margin-- 24.7%, a 40 basis point reduction reflecting investment in Brazil.
  • Net cash from operating activities-- Net cash from operating activities increased by 11% year-over-year, while free cash flow fell by 9% due to M&A and higher technology investments.
  • Available cash and net debt-- Available cash rose to $1.7 billion, and net debt was $8.5 billion, with leverage at 3.0x last twelve months adjusted EBITDA (including SNAI).
  • Share repurchases-- $300 million in share repurchases completed; up to $1 billion anticipated for 2025 share repurchases, and $5 billion over three to four years.
  • Guidance upgrade-- Group revenue is now expected at $17.26 billion, and adjusted EBITDA (non-GAAP) at $3.295 billion, representing 23% and 40% year-over-year growth, respectively, for full-year 2025 adjusted (non-GAAP) group revenue and adjusted EBITDA guidance compared to full-year 2024.
  • US 2025 outlook-- Revenue guidance for the US is $7.58 billion, and adjusted EBITDA is $1.245 billion, representing 31% and 146% year-over-year growth, respectively, for expected 2025 US revenue and adjusted EBITDA compared to 2024.
  • International 2025 guidance-- Revenue expected at $9.68 billion, and adjusted EBITDA at $2.3 billion for international operations, reflecting 17% and 11% year-over-year growth, respectively, for international revenue and adjusted EBITDA in 2025.
  • FanDuel ownership-- 100% ownership secured via Boyd deal, which is expected to generate approximately $65 million in annual cost savings.
  • Migration and cost savings-- Nine million Sky Betting and Gaming customers migrated to the shared UKI platform; $300 million cost savings expected by 2027.
  • Platform synergies-- SNAI and PokerStars integrations advancing; over 30% online market share in Italy.
  • Illinois surcharge-- A 50Β’ fee per bet introduced to mitigate state-imposed wager fee starting September 1.
  • US live betting and product innovation-- Live betting accounted for over half of US handle; same-game parlay live is the fastest-growing component.
  • Cost efficiency-- CFO Coldrake said payment processing fee reductions provided a 90 basis point margin benefit. Fraud and other cost efficiencies are ongoing.
  • Acquisition strategy-- Two major deals completed: SNAI (Italy leadership) and NSX (Brazil scale), expanding international leadership and platform.

SUMMARY

Flutter (NYSE:FLUT) Management emphasized that operational momentum, platform migrations, and product innovation delivered material improvements in key markets. Strategic actions included achieving 100% ownership of FanDuel, reshaping US market access agreements, and integrating international assets, thereby expanding market share in Italy and Brazil. Cash generation and disciplined capital returns remain management priorities, with leverage expected to moderate following recent M&A activity.

  • CEO Jackson stated, "In the US, we maintained our clear position as the number one online operator in both Sportsbook and iGaming," explicitly confirming market leadership.
  • CFO Coldrake affirmed that recent cost transformation milestones and technology investments have strengthened conviction in reaching the $300 million cost savings target by 2027.
  • Guidance for full-year 2025 incorporates a $100 million positive impact from US sports results, a $40 million adverse impact from new state taxes, and a $20 million timing benefit from the later Missouri launch.
  • Management asserted that Illinois is considered an outlier for punitive tax measures, as evidenced by the introduction of a wager fee on July 1, and management's statement that lawmakers generally will recognize the importance of adopting a balanced approach, with mitigation approaches in place and no expectation of similar measures elsewhere at this time.
  • No in-house iGaming content has been introduced to FanDuel yet, though exclusive third-party titles have driven notable engagement; future plans could include leveraging internal studios to optimize costs and differentiation.

INDUSTRY GLOSSARY

  • Flutter Edge: Proprietary multi-segment technology and product development platform providing operational, data, and cost advantages across the group’s global portfolio.
  • AMPs (Average Monthly Players): Key operating metric representing the average number of unique users active each month.
  • SNAI: Leading Italian online and retail betting brand acquired by Flutter in 2025.
  • NSX: Entity involved in transactions expanding Flutter’s presence in Brazil.

Full Conference Call Transcript

Operator: Good afternoon, ladies and gentlemen, and thank you for standing by. My name is Kelvin, and I will be your conference operator today. At this time, I would like to welcome everyone to the Flutter Entertainment's Second Quarter 2025 Update Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, please press star one again. Thank you. I would now like to turn the call over to Paul Tymms, Group Director of Investor Relations.

Please go ahead.

Paul Tymms: Hi, everyone, and welcome to Flutter's Q2 update call. With me today are Flutter's CEO, Peter Jackson, and CFO, Rob Coldrake. After this short intro, Peter will open with a summary of our operational progress, and then Rob will go through the Q2 financials and updated guidance for 2025. We will then open the lines for Q&A. Some of the information we are providing today, including our 2025 guidance, constitutes forward-looking statements that involve risks, uncertainties, and other factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors are detailed in our earnings press release and our SEC filings.

In addition, all forward-looking statements are based on current expectations, and we undertake no obligation to update any forward-looking statements except as required by law. Also, in our remarks or responses to questions, we will discuss non-GAAP financial measures. Reconciliations are included in the results materials we have released today, available in the Investors section of our website. And I will now hand you over to Peter.

Peter Jackson: Thank you, Paul. I'm delighted to report a strong set of results for the quarter. Across the group, our operational performance was excellent, and we are making meaningful progress against our strategic priorities. This, in turn, is driving our strong financial performance. During Q2, we saw around 16 million average monthly players engaging with our products, driving revenue 16% ahead year over year and adjusted EBITDA 25% ahead. While increased non-cash charges resulted in net income reducing by 88% year over year, cash from operating activities was $36 million higher. Before I provide an update on our US and international businesses, I would like to update you on the excellent progress we are making against our strategic priorities.

Starting with our transition to the US. Following our move to US primary listing in May, Flutter Entertainment plc has become a well-established business within US capital markets. This is demonstrated by inclusion in both the Crisp and Russell indices during Q2, and increased levels of liquidity we now see for Flutter stock. We also believe we remain very well placed with other major US indices. Secondly, we continue to demonstrate our credentials as an end business, deploying capital at high returns organically, through M&A, and returning cash to shareholders. This is again evidenced in July with the extension of our US market access partnership with Boyd.

This deal increased our ownership of FanDuel to 100% at an attractive valuation and also secured US state market access at much more favorable terms. This is also a great example of the longer-term cost levers we have available, which help underpin our confidence in the delivery of our long-term adjusted EBITDA margin targets. Thirdly, on the US regulatory front, I believe our sector is making meaningful progress in encouraging lawmakers to adopt a balanced tax strategy which promotes market growth and investment. We believe our substantial US scale positions us well to mitigate tax changes.

This is based on a direct mitigation perspective as well as benefiting from the market share gains we typically observe market leaders experience over time when regulatory changes are introduced. We were, of course, disappointed to see the state of Illinois introduce a wager fee on July 1, which unfairly impacts our recreational lower handle customers and significantly increases operating costs in the state. As previously announced, starting September 1, we will introduce a 50Β’ fee on each bet placed in Illinois to help mitigate this impact. We are confident, as evidenced by the majority approach to date, that Illinois is an outlier and that lawmakers generally will recognize the importance of adopting a balanced approach.

Fourthly, the events contract landscape continues to develop at pace. We have two decades of experience operating the world's largest betting exchange, the Betfair Exchange, which shares similar characteristics with events contracts. This will help inform our views. We are closely monitoring regulatory developments and are assessing opportunities and potential participation strategies this may present for FanDuel. In our international markets, we were able to complete the SNAI and NSX transactions during the quarter, creating a leadership position in Italy and establishing a scale position in Brazil. In Italy, SNAI integration plans are well underway, and our good progress means we have increasing confidence in our synergy targets.

We finished the quarter with over 30% share of the online market, and our attention is now on bringing SNAI customers onto the SEA's market-leading online platform in 2026. Finally, in the newly regulated Brazilian market, we retain a strong conviction that the market opportunity will be very significant and that those operators with scale and the best product will win the largest share of the market. Leveraging the Flutter Edge and local management expertise, our strategy is to elevate our Brazilian proposition. We've targeted quick wins in product and marketing, which we expect will deliver significant improvements to the customer proposition on both Sportsbook and iGaming over the next twelve months.

We believe this will place us well for future success. I'll now take you through progress in our US international businesses during the quarter. In the US, we maintained our clear position as the number one online operator in both Sportsbook and iGaming. We had a great quarter, with revenue growth of 17%, benefiting from the highest gross revenue margin month on record in June for Sportsbook, and excellent iGaming momentum. Our phenomenal iGaming performance, with revenue 42% ahead and AMPs up 32%, is clear evidence of the benefits of our very strong product roadmap.

We launched our FanDuel Rewards Club to all iGaming customers in April and added the second installment of our very successful exclusive Huff and Puff series. Leveraging the Flutter Edge, by the proprietary platform we migrated to last year, we also added a record volume of new titles to the platform. In Sportsbook, continued product improvements drove growth in player frequency, with team handle 7% higher year over year. AMPs were 4% lower as we lapped our very successful North Carolina launch in the prior year when we delivered significant population penetration during the opening months. Activity on the NBA playoffs was encouraging, with four separate seven-game series, including the finals, helping to drive better engagement than expected.

On the sportsbook product, we continue to deliver innovative and engaging features to our customers. Harnessing our next-generation pricing capability, we added same-game parlay plus and profit boost functionality to our Your Way feature during the NBA playoffs. We've been really pleased with engagement and are looking forward to offering a broader product proposition in the upcoming NFL season. FanDuel's same-game parlay experience continues to be by far the standout proposition in the market and underpins the further expansion in our structural gross revenue margin to 13.6% during the quarter. Building on the success of our parlay your bracket offering for March Madness, we added similar features for NHL and WNBA during Q2.

We also expanded same-game parlay live to tennis for the first time, delivering a record Wimbledon for FanDuel. On MLB, our batter-up feature allows customers to pilot outcomes for the next three batters up, was rolled out for all live games, and has been resonating well. These product enhancements supported strong live betting volumes in the period, with live betting making up over half our handle in Q2, and same-game parlay live our fastest-growing component. A seamless live proposition was key to this growth.

As we leverage our global live betting expertise, the Flutter Edge, this includes winning at the core fundamentals, such as optimized in-game settlement, and ultimately delivering an overall player experience that minimizes friction and maximizes ease of use. Our international performance continues to be positive, benefiting from both our scale and diversification. We delivered year-over-year revenue growth of 15% in the quarter, with the benefits of the SNAI and NSX acquisitions. We saw good product delivery in the quarter driven by our focus on the Flutter Edge and have recently launched MyCombo to see sales sportsbook in Italy ahead of the new soccer season.

This same-game parlay proposition is a market first and represents a step change in product differentiation made possible by our global scale and deep industry expertise. In July, we also launched Flutter's first bingo network following the successful partnership between CSAL and Tumbola, which brings the latter's innovative product and deep liquidity pool to SUSO's Italian online bingo customers. We are also executing our cost efficiency program as we successfully migrated 9 million Sky Betting and Gaming customers onto our shared UKI platform. This will give customers access to new exciting features, which will include a version of our super sub product in time for the upcoming European football season.

Reactions to the new Sky Bet customer proposition have been positive, and early performance on iGaming has been very strong. The PokerStars transformation is another significant pillar of the program. We delivered our largest milestone to date in Italy in July with the migration of PokerStars Italian customers onto the shared SEA platform. In conclusion, looking ahead to the remainder of the year, our strong performance in 2025 underlines the strength of Flutter's fundamentals. I feel confident as we head into 2025. Our performance in Q2 positions us well to deliver on our strategic objectives and execute strongly throughout the content-rich calendars for NFL, NBA, and European soccer during the remainder of the year.

I'll now hand you over to Rob to take you through the financials.

Rob Coldrake: Thanks, Peter. I'm really pleased to be presenting you with a strong set of results for the second quarter. Group revenue increased by 16% and adjusted EBITDA grew 25%, driven by the sustained earnings transformation of our US business as it rapidly scales. The benefit of the NSX and SNAI acquisitions and continued growth in international. Group net income was impacted by an increase in non-cash charges. This primarily related to the Fox option valuation, which was a charge of $81 million versus a credit of $91 million in the prior year.

Other movements included the amortization of acquired intangibles related to the new acquisitions and the PokerStars and Sky Bet transformations and an increased income tax expense as historic losses were utilized in 2024. Together, this drove an 88% year-over-year reduction in net income. Adjusted earnings per share grew 45% while earnings per share decreased to 59Β’ from $1.45 in Q2 2024 due to the impact of the non-cash items I've just outlined. Turning to the US. Revenue was 17% higher, including sportsbook growth of 11% and exceptional iGaming growth of 42%. Adjusted EBITDA of $400 million was up 54% and EBITDA margin was 530 basis points higher, driven by strong operating leverage.

This came primarily from sales and marketing, which decreased by 440 basis points as a percentage of revenue against heightened investment in North Carolina's launch last year, as well as our decision to reallocate some marketing spend from the quarter into the second half of the year. In international, revenue of $2.4 billion and adjusted EBITDA of $591 million for the quarter reflected growth of 15% and 13%, respectively, as the inclusion of the SNAI and NSX acquisitions contributed 11 percentage points to the year-over-year revenue growth. The result was driven by strong underlying performance in SEA, despite lapping the European football championships, and more favorable sports results in 2024.

This contributed to excellent iGaming growth of 27% for the division, with notably strong performances in UKI, APAC, and CEE. Adjusted EBITDA increased by 13% year over year, with the acquisitions of SNAI and NSX contributing seven percentage points of growth and EBITDA margin reduced by 40 basis points to 24.7%, reflecting our ongoing investment in Brazil. As Peter previously outlined, I've been really pleased with the progress on our cost transformation program. With the delivery of the PokerStars and Sky Bet migrations in Q2, important milestones on this journey. Progress to date gives me even more conviction in achieving the $300 million savings that I shared with you at our Investor Day last September.

We continue to expect the majority of the $300 million savings to arise in 2027, following the final planned migration from the PokerStars technology stack in 2026. From a cash flow perspective, net cash from operating activities increased by 11%, driven by the earnings growth I previously referenced. Free cash flow reduced by 9%, driven by the acquisition of SNAI and higher investment in our technology platforms in Q2 than in the prior year. This technology investment continues to pay dividends as we harness the Flutter Edge and continue to innovate at pace.

Available cash increased quarter on quarter to $1.7 billion, while net debt for the quarter was $8.5 billion, with leverage three times our last twelve months adjusted EBITDA, including SNAI. As Peter already highlighted, we extended our access agreement with Boyd in July, which we expect will deliver approximately $65 million in annual cost savings. We purchased Boyd's 5% holding in FanDuel at an attractive price, which has been financed through additional debt on competitive terms. We therefore expect our leverage to increase in the near term but then reduce rapidly given the highly visible and profitable growth opportunities that exist across the group.

We remain committed to our medium-term leverage ratio target of two to two and a half times. We continue to return capital to shareholders through our share repurchase program, with total repurchases of $300 million in the quarter. We still expect to return up to $1 billion to shareholders via this program during 2025. As an end business, we are highly disciplined allocators of capital. We expect to return up to $5 billion of cash to shareholders over a three to four-year period, while also maintaining the flexibility to invest significant amounts of capital both organically and inorganically. The Boyd deal is a great example of both this flexible approach and the value we believe we can create.

Moving now to the outlook for 2025. Performance since our Q1 earnings from previous guidance was set has been positive. We are upgrading our full-year adjusted EBITDA guidance to include a $100 million positive impact of US sports results, a $40 million adverse impact from US tax changes in Illinois, Louisiana, and New Jersey, which we expect to be almost entirely mitigated by the Boyd market access savings, and finally, a $20 million benefit due to the timing of our anticipated launch in Missouri moving later to December. We therefore now expect group revenue and adjusted EBITDA of $17.26 billion and $3.295 billion respectively at the midpoint, representing 23% and 40% year-over-year growth.

Our improved US outlook includes expected 2025 revenue and adjusted EBITDA of $7.58 billion and $1.245 billion respectively, representing year-over-year growth of 31% and 146%. Foreign currency changes since our previous guidance are not material, and therefore, international revenue and adjusted EBITDA guidance of $9.68 billion and $2.3 billion is reaffirmed, representing year-over-year growth of 17% and 11%, respectively. Additional information on guidance is available in today's release, including additional income statement and cash flow items. With that, Peter and I are happy to take your questions. I hand you back to the operator to manage the call.

Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. As we enter the Q&A session, we ask that you please limit your input to two questions. I would like to remind everyone to ask a question. Please press the star button followed by the number one on your telephone keypad. If you would like to withdraw your question, please press star one again. Your first question comes from the line of Ed Young of Morgan Stanley. Please go ahead.

Ed Young: Good evening. My first question is on US marketing. Your gross profit was a little bit better than we had, but your contribution was a lot better in your marketing. It's already in your Investor Day range a couple of years early. And in absolute terms, you mentioned the year-on-year North Carolina telling, but it's actually almost exactly flat with what it was in '22 and '23. I wonder if you could talk a little bit about the drivers of efficiencies and leverage in that line. And can you quantify how much the benefit was from the reallocation into Q4? The second question is on prediction markets.

One of your peers says they're actively exploring and is now explicitly guiding x prediction market investment. And your other main peer is saying it has no desire to be a first mover. And no presumption it has a right to win in that space. So where on the scale has your thinking got on the opportunity to this point, and how should we think about potential investment either this year or into later years? Thanks.

Peter Jackson: Evening, Ed. Let me pick up the prediction market one first, and then Rob will come in and talk to you about the US marketing. Look. With prediction markets, it's clearly a fast-moving space. And for, you know, for those of you on the call who are a bit less familiar with our business, it's worth remembering that we've got sort of two decades of experience operating the world's largest betting exchange, the Betfair Exchange. You know, we offer this product in lots of markets around the world, and it shares some similar characteristics with event contracts, which will obviously be helpful to us as we consider the landscape and any developments.

But, you know, as you said, we're evaluating the various regulatory developments and assessing the potential opportunity this may present for FanDuel. You know, naturally, we've got a lot of important stakeholders that we need to consider, so we're watching this space very closely.

Rob Coldrake: Yeah. Hi, Ed. Just picking up on the sales and marketing question. Obviously, you look at it year on year, we're about four percentage points lower quarter versus quarter. Of that is due to the maturing state profile. We also have the North Carolina launch, if you remember, in Q2 last year. And, you know, as we said proactively in our statement, we have faced some marketing into H2, which will help us in front of a very busy new NFL and NBA season. So which we're looking forward to.

Ed Young: Are you able to quantify that phasing? Are you or you're not?

Rob Coldrake: It's broadly 20 to 25 million.

Ed Young: Thank you.

Operator: Your next question comes from the line of Jordan Bender of Citizens. Good afternoon. Thanks for the question. I want to continue on the conversation with prediction markets for a second, but not the will you or won't you, but rather kind of how you underwrite the risk. So you know, I guess the question is, you know, the total capital outlay could be quite significant. How do you get comfortable investing that type of money given the backdrop that you know, potentially three years from now, there could be a different US administration or even change of political party here in the US? And then the second one, I want to touch the Illinois surcharge.

Was that done on a state basis, or should we view that more as a company policy moving forward that you could look to utilize if states do increase taxes in the future? Thank you.

Peter Jackson: Hey, Jordan. Look. I'll follow the prediction market stuff. But, you know, we're not going to speculate on the, you know, the different ways in which we're assessing this opportunity and what are the potentials of, you know, costs pros and cons of different opportunities are. This is not worth speculating at this time. As it pertains to your second question, the Illinois surcharge, I mean, we're obviously very disappointed that they've pulled this tax into play in Illinois. Now we think it really will hurt the sort of recreational customers and ultimately risk fueling the black market, which is not good for, you know, integrity of sports.

It's not good for player protection, and it's certainly not good for collection of revenue to the state. You know, we didn't think it's a good idea, but, you know, we've introduced this fee, which I think is the fairest way to deal with it. And so we think Illinois is an outlier. We don't expect this to happen anywhere else. Yeah. We will introduce the fee. We'll see what happens.

Jordan Bender: Great. Thanks.

Operator: Your next question comes from the line of Barry Jonas of Truist Securities. Please go ahead.

Barry Jonas: Guys. Just to follow-up on Illinois. Is the transaction fee mitigation and guidance assume the fee is taxable? And if it doesn't, does that change your could that change your strategy at all, whether that's moving to a minimum adjusting pricing or anything else? Thank you.

Rob Coldrake: Yeah. Hi, Barry. It doesn't assume that it's taxable. Obviously, we are monitoring this situation quite closely at the moment. We landed on the transaction fee. It's quite simple for our customers to understand, and it also ties directly to the legislature that was issued. It's also more straightforward to implement from a tech perspective. So you know, we're monitoring and, you know, if there are some changes around the way that the fee is perceived by the state, then we'll address that accordingly.

Barry Jonas: Got it. And then I was hoping you could spend a minute talking about maybe provide any update on how sports betting could look there and how that factors in with, you know, I believe the AG recently gave an opinion on DFS. So just curious how that all kind of comes together in the latest on California.

Peter Jackson: I mean, we've talked about California before. You know, you're right about the, you know, the AG issuing this nonbinding view around DFS. Yeah. Clearly, something in which we're following carefully. I think from our perspective, you know, we have a lot of respect for the tribes and, you know, we will be, you know, very thoughtful about, you know, making sure that, you know, we are, you working with them and listening to them. You know, they're clearly the important stakeholder in the state of California, and we have a lot of respect.

Barry Jonas: Great. Thank you so much.

Operator: Your next question comes from the line of Jed Kelly of Oppenheimer. Please go ahead.

Jed Kelly: Hi, thanks for taking our questions. This is Josh on for Jed. Just wanted to see if you could speak to any of the early July handle trends or hold trends that you guys are seeing.

Peter Jackson: No. In fact, we're not gonna comment on just current trading.

Jed Kelly: Okay. And then maybe you could touch on, I guess, how your Way parlay is kinda progressing into football and just talk about some of the highlights that you've seen in the NBA playoffs using the Your Way parlay? Thanks.

Rob Coldrake: Yeah. Your you know, as a reminder to those of you on the call, you know, Your Way is just one feature in this underlying technology we're building for our sports betting business. And we think, you know, it's gonna be very exciting for customers in the future. It's gonna be a, you know, a revolutionary approach to sports books. And, you know, will allow us to deliver, you know, a meaningful superior experience to customers. Yeah. In terms of the way in which, you know, we were able to utilize it in the NBA playoffs. You know?

We weren't we weren't pushing it, but we saw in a big skew towards, you know, same game parlay within the YourBet capability. And there's some exciting plans we've got, you know, you know, for the products as we get into the football season. Mean, clearly, not gonna put all the details of it into the to our competitors' minds right now. But, you know, rest assured, this is a foundational change that we're making. And I think when you think about how important it is to ensure you've got a broad range of markets, whether that's in live or premarket. You know, the Your Way product allows that's a huge choice.

And, you know, we think it would also allow us to sort of improve the presentation of betting to consumers as well.

Operator: Your next question comes from the line of Bernie McTernan of Needham and Company. Please go ahead.

Bernie McTernan: Great. Thanks for taking the question. Maybe just continuing on the product conversation. If you could just talk to how you're merchandising and pushing players to try same game parlay live, how the retention of those products has been, and what it means for the upcoming NFL season.

Peter Jackson: Live betting for us is something that we've been doing for years in Europe. It's a mainstay of our product offering, you know, in soccer and cricket, tennis, you know, whatever sports you think about. And in fact, you know, it's worth remembering that we invented Cash Out. So this is something that we've been really thoughtful about for a long time. And when I look at, you know, live betting in the US, there are three things which we think is really important. Yeah. One is to make sure you have a really good same game parlay proposition.

You know, people who want to go to then take the appropriate same game parlay depending on what's happening in the game. You know, let's remember sports is inherently unpredictable. And that's what makes it so much fun to watch and so much fun to bet on. So, you know, making sure that we can, you know, reduce the friction for consumers that are watching the game. They can select that same game parlay very quickly. It is important. And that's an immersive front-end experience to ensure that they can discover that, you know, that same game parlay. They can track it and then they get the scoreboards and other visualizations of four.

So, yeah, look, when we combine all those things, position first. Very well with the leading live products in the US market.

Bernie McTernan: Understood. Thank you. Then maybe just a more broad one on iGaming. Just, you know, given the impressive results accelerating in the quarter on difficult comparisons, just where can it go from here? And do you think you're expanding the market, or you're or you're taking share?

Peter Jackson: If we look at our gaming at the moment, you know, the penetration rates have still got a, you know, a long way to go. So I think that we are, you know, still, you know, early in where penetration can get to in iGaming. And we're clearly with the FanDuel business very focused on acquiring direct to casino customers. In early days, we're focused on cross-sell, but, you know, the biggest opportunity is the direct casino customers. And when I look at what we've been doing with, you know, the rewards club, exclusive content, there's a lot of great product work with them, which has been really helping push FanDuel to be number one.

And there's a long way to go, a lot more opportunities for us, big opportunities to increase penetration in the states we're operating.

Operator: Your next question comes from the line of Brandt Montour of Barclays. Please go ahead.

Brandt Montour: So guys, when I look at the guidance for '25 and the changes that you made here, it's all sort of non-core things, and you laid it out very cleanly. And I go back last quarter, you know, again, it's sort of the same thing where there was no changes to your underlying thinking. And I just want to level set for the first six months of this year, do you feel better or the same across those core KPIs, like handle hold, promo, iGaming? I know that's a sort of a convoluted question, but just want to understand the evolution of your confidence on those core KPIs. Sort of halfway through here.

Rob Coldrake: Yeah. Hi, Brandt. Yeah, I think in summary, we feel really good about the momentum that we've got at the moment. Particularly moving from Q1 into Q2, definitely seeing some strength in the underlying KPIs. Regards to the guidance for the full year, as you mentioned, it's largely mechanical, the moves. We did slightly beat our expectations for Q2 on an underlying basis. And that was a combination of the marketing phasing that I talked about earlier. And some slightly better underlying Sportsbook and iGaming performance. But listen, it's early in the year. You can't extrapolate the summer performance. We're going to take a reasonably prudent approach given the seasonality of the business.

And, you know, we're really pleased with the underlying fundamentals.

Brandt Montour: Okay. Thanks for that. And actually, another one for you, Rob, if I may. The deal with Boyd and the access agreement renegotiation. That sort of really did set a new low mark on what the value of those access fees could be worth. What is that going through that negotiation and that deal? What does that sort of make you feel about your other access agreements? Is that a one-off, or do you think there's opportunity there for you?

Rob Coldrake: Yeah. Listen. There's definitely opportunity for it. It's longer term. These are very long-term agreements. You know, they were signed a few years ago when it was a different landscape and a different backdrop to market access. So there are definitely opportunities, but we consider them as longer-term opportunities. And they will be material when they come around, but it's largely from 2030 onwards. In the meantime, as we've previously said and laid out at the Investor Day, you know, we are confident that we've got other levers within our cost of sales, you know, that can act as mitigation for other cost increases.

Brandt Montour: Right. Nice quarter, guys. Thank you.

Operator: Your next question comes from the line of Joe Stauff of Susquehanna. Please go ahead.

Joe Stauff: Thank you. Hello, Peter, Rob. I wanted to ask on FanDuel. You know, as we think about, say, your guide and the outlook in the new sports calendar, you know, how to think about your sports AMP growth and the outlook. You know, is this a season essentially where you press the monetization levers a little bit more, say, than volume levers that you've pressed historically? And then my follow-up is to that is just on the previous marketing spend question, you know, it is down. Rob, you commented on it.

But is there is FanDuel in a position where the preference is to use the promotional line versus, say, the advertising and marketing line for engagement and user growth similar to where you are in other jurisdictions, or is it too early?

Peter Jackson: Joe, hi. Nice to hear from you. I think if you go back to some of the conversations we've had historically around the acquisition, it's worth remembering that we've always been very focused on acquiring as many customers as we can whilst ever they meet us at CAC LTV criteria. You know, that's it's always been a set mainstay of the business, and it will remain so. We also think in the same way though around, you know, the application of generosity. You know, that as well.

And, you know, I think when we think about how we've been applying generosity, you know, over the course of this year and how you get it to the right customer segments, that's also really important. So I think your the characterization of this shift in volume to monetization may it may not be right, but I think we've always been very focused on, you know, that's a CAC TV dynamic. And that's what we use to drive both, you know, where and how we're applying this to generosity and also how hard to push from a customer acquisition perspective.

Rob Coldrake: Well, from an AMP perspective, Joe, clearly, you know, there's there's a couple of dynamics to this for the for the quarter now looking at it for the rest of the year. But we're obviously seeing phenomenal growth in our iGaming AMPs, which were up 32% in the quarter. We've seen a slight retracement in the sportsbook AMPs in the quarter, but as we explained that, that's largely due to the North Carolina launch last year where we effectively picked up one in 20 of the adult population at that launch. So, you know, we're feeling reasonably sanguine about the volume and the handle that we're seeing.

But as we previously articulated at Q1 and Q4, handle is just one metric that we look at. And, you know, we're seeing great frequency. We're increased frequency from our customers seeing excellent retention from those customers that we want to retain. And we continue to see the extension of our parlay penetration. So lots of strong attributes to the program.

Joe Stauff: Thank you, guys.

Operator: Your next question comes from the line of Paul Ruddy of Davy. Please go ahead.

Paul Ruddy: Hi, Peter and Rob. Just a quick one on this side of the Atlantic if that's okay on Friday. I think you would lose it to Thursday. Tap for migration. Happening in H1 2026, and you also kinda talked maybe if I don't know if I'm using the right language, but some conservatism around the synergy targets or maybe increased conviction in synergies. Could you flesh out that piece on the increased conviction and synergies a little bit? And then secondly, just on the platform migration, will it require that to happen for kind of the new product maybe you're bringing in to see.

So we brought in Smile, can you start introducing that product, the kind of FlutterEdge product into Smile fairly quickly? And then just very quick follow-up on US tax, if that's okay, just would it be a sensible assumption for next year that the known tax increases can be offset by the Boyd's renegotiation?

Peter Jackson: Hi, Paul. Look, let me just deal with SNAI, and then we'll to you about the US tax piece. I mean, yeah. I think, you know, as you as you pointed out, you know, we're planning to do a migration of the SNAI, you know, business onto the factory to CSAL platform in H1 2026. That will allow us to offer the SNAI customers the full suite of products that CSAL have access to. So things like MyCombi and, you know, the full range of products we have available. The platform. So excited about that. There are things we're doing in the meantime to provide yeah, a step up to for the client customers.

But, you know, it's not long to wait. Until that migration will happen. And, you know, I think the speed at which we can get that done, we've got our hands on the business now. And that's why we sort of we, you know, reaffirmed our confidence in our ability to hit the synergies which we reference.

Rob Coldrake: Yeah. With regards to the US taxes, so, you know, we will see a higher benefit from Boyd last year compared to next year as it annualizes. So for $65 million. As we said, it largely covers for this year. For next year, obviously, that's going to cover a significant proportion of the tax increases that we will see. I think it's important to remember a couple of the other dynamics. So we always talk about first order mitigation where think we can mitigate circa 20% in the first months and that depends on the competitive dynamics in the market. And then you tend to see a second order mitigation and kind of the benefits play out following that.

So we'd expect that mitigation to increase thereafter. So as we've said on a number of occasions, we've got Boyd but we've got a number of other tools in our kind of levers and powers as well to deploy if we do see further tax increases.

Paul Ruddy: That's really helpful. Thank you.

Operator: Ladies and gentlemen, as we resume the Q&A. And your next question comes from the line of Monique Pollard of Citi. Please go ahead.

Monique Pollard: Hello. Evening. Thank you very much for taking my question. Just one question then. Can I just ask on the US gross margin? That's coming very strong for the second quarter. You do mention in the state 90 basis points of benefit from payment processing fees and those are changes you made back in the '24. So, obviously, that then annualizes '25. But do you think there are other things that you're working on, whether it's, you know, further negotiations on payments or other things that could lead to further scaling of the non-part of the cost of goods sold?

Rob Coldrake: Yeah. Hi, Monique. Yeah. As you correctly pointed out, I mean, we have been had some success in this area. So a lot of the payment cost initiatives that we've put into play, we made roughly around Q3 last year. And a number of these relate to our improving our deposit to handle ratio and also renegotiation of payment costs more broadly. And alongside that, we've also been making some efficiencies in terms of the fraud cost line, which continues to come down. And as we've also said in the past, there's a number of other cost items that we're looking at the larger buckets within cost of sales including the geolocation costs and the other large buckets.

So continue to make good progress. We're very pleased with where the cost of sales is and it's very much on track to be within the that we set out at the Investor Day in September.

Monique Pollard: Thank you. Very helpful.

Operator: Your next question comes from the line of Clark Lampen of BTIG. Please go ahead.

Clark Lampen: Thanks very much. Good evening. Peter, you touched on iGaming before and mentioned low penetration. You guys provided a really helpful overview at the start of July of the product and platform work that you guys have sort of done over the last couple of years. I wanted to see if you guys could help us, you know, sort of digest, I guess, the second derivative implications of that. Where do you see the biggest deltas versus peers from a product standpoint?

And if we were to boil it down sort of in a purely quantitative way, you believe that some of the advantages that are translating to share right now are sort of durable that over time, you could have you could be a market leader I guess, for iGaming. Thanks a lot.

Peter Jackson: Well, Clark, we are the market leader for iGaming. And I think that we are the market leader because we have continuously executed on our strategy. We set out at the Investor Day in 2022 that we, you know, that we believe the majority of the iGaming TAM would come from casino direct customers, and I think that's proved to be the case. We also laid out a very clear sort of, you know, three-step approach to how we were gonna get to product leadership, and we've done that.

And I think if I look at it, you know, the stuff I've mentioned earlier, you know, the work we've done around chat bots, the work we're doing with exclusive content, the rewards club, and it's actually leveraging the Flutter Edge as well in terms of bringing new titles out. So we're in a team has done a phenomenal job huge growth in AMPs and revenue. But we're still in very early days. It's, you know, lots of lots of potential to come from a penetration perspective, and I think that we're really well set. We've got the best products and we've got some really exciting plans to keep innovating it.

Operator: Your next question comes from the line of Robert Fishman of MoffettNathanson. Please go ahead.

Robert Fishman: Hi. Thank you. If I could do one more on iGaming. Think in prepared remarks, talked about adding a record volume of new titles. Just curious if you can talk how much of FanDuel's iGaming handle or business, however you wanna talk about it, is driven by in-house or exclusive content versus third-party games or maybe just big picture. What the mix of that in-house games has evolved over the past couple years, where you expect that to end up? Thank you.

Peter Jackson: Hi, Robert. Look. All of our content for FanDuel at the moment is all coming from third parties. Now you know, some of that is exclusive for us, and we have exclusivity provisions for periods of time on it. So, you know, the Huff and Puff and then Huff and even more parts have been exclusive titles for us on our platform. It clearly in the rest of the organization, we do have access to our own enhanced studios and content. And in time, that's something that we can put into the into the FanDuel business to help alleviate some of the costs of procuring that content.

But at the moment, we've been focusing on making sure that we have the broadest and best range available for our customers and delivering things like the jackpots with over 200,000 have been won since launch and the rewards club, which, you know, I think is a very exciting piece of capability. Getting that right has been a priority for us before we start bringing some of the in-house content that we know how to do and we've got good penetration levels in some of our other iGaming markets around the world for in-house content, but it's just it's not something that we've been prioritizing getting into FanDuel yet.

Robert Fishman: Understand. Thank you.

Operator: Your next question comes from the line of Chad Beynon of Macquarie. Please go ahead.

Chad Beynon: Hi, good afternoon. Thanks for taking my question. I wanted to ask about kind of a postmortem question after the lottery tender. So now that the results are final and you won't have a major cash outlay in the next couple years, I guess two-parter on this. One, does it maybe free up some capital to do some things that you would not have been able to do if you had invested in that market? And then second, related to this tender, did it also kind of open up your mind to maybe other things within the lottery space in other geographies? Thank you.

Rob Coldrake: Hey, Chad. Yeah. I can pick this one up. So I'll take the second part of the question first. I mean, we always said with the Italian Lotto opportunity that we thought this was a unique opportunity. Italy. So, you know, we don't have a broader interest per se in other lottery products around the world. With regards to whether or not it frees up capital, as we said on a number of occasions, we are very disciplined when it comes to our capital allocation. We are very committed to bringing our leverage ratio back to the two and a half two to two and a half times that we've talked about in the medium term.

And we believe that we've got a number of opportunities in front of us. As we've said before, we think we can continue to be an end business. So we'll continue to invest behind the business organically. Continue to look at accretive M&A opportunities as they come along. And we'll continue to operate our share buyback, which is operating as we set out previously, we'll buy back up to $5 billion of our stock over the next three to four years. So we feel we're in a really good place here. We're deleveraging very quickly, very cash generative, and that opens up a lot of opportunities for us.

Chad Beynon: Thank you, Rob. Appreciate it.

Operator: Your next question comes from the line of John DeCree, CBRE. Go ahead.

Max Marsh: This is Max Marsh on for John DeCree. Taking my question. Seeing some good growth out of Brazil. Correct me if I'm wrong, but I believe that's your only Latin American market. Is your strong performance there impacting your thinking on expanding to other regulated markets in Latin America? And maybe if you're developing a bit more of a Flutter Edge in that market that might be able to be replicated.

Peter Jackson: Hi, Max. Yeah. Look. We are, you know, the world's, you know, biggest and most, you know, global sports betting and gaming business. And you know, when we sit here and evaluate, you know, what the opportunities are around the world, you know, you're right. We think about Latin America. We think about many markets where we're operating in. But we have to evaluate where do we think is the best place to sort of, you know, deploy our capital. We look there's a lot of soccer goes on in Latin America. You know, there's some interesting opportunities there. So, you know, look.

They're all in the mix of it, you know, as we think about, you know, where we're going to be deploying our capital. And as Rob said, you know, we're in our business. We invest organically in the business. We're doing share repurchase, and we're also doing M&A. So we've only just closed the SNAI acquisition and the Brazil acquisition, but, you know, clearly, the team is thinking about other opportunities around the world in Latin America, Europe, you know, with that.

Max Marsh: Thank you very much.

Operator: Your next question comes from the line of Ben Shelley of UBS. Please go ahead.

Ben Shelley: Just on the international business, can you walk us through the biggest countries of outperformance and underperformance versus your original expectations at the start of the year? Thank you.

Rob Coldrake: Yeah. Hi, Ben. Obviously, there's been lots of overperformance, so I'll probably talk about that for a while and there won't be won't take me long to cover the underperformance. So in particular, I would say the SEA business. Southern Europe and Africa is really outperforming. That business has gone from strength to strength since we first acquired the CSAL business and brought it into the group a couple of years ago. At that point in time, CSAL was doing approximately 400,000 AMPs a month online. It's now surpassed a million. If you look at the profitability inflection of that business, as well, yes, it continues to go from strength to strength.

We've now acquired the Snaitech business, which is a very complementary brand and takes back the gold medal position for us in the Italian market. So, we're very excited about Italy. In addition to that, in that region, we've got Turkey, which is performing phenomenally well. We've recently signed a new contract with our partners in Turkey. And there's a number of other opportunities that are really kind of going to make that quite exciting market for us. I think with regards to some of the more mature markets, I think the growth has slowed down slightly in Australia as we've mentioned before. Some challenges there around horse racing.

But actually, when you look at this quarter, we've actually increased revenue year on year. So we're quite pleased with the performance of Australia in this quarter. Overall, the international portfolio is performing really well. We're pleased with the changes that we made operationally this year. Bring it together as one segment because it really gives us excellent visibility to look at capital allocation opportunities across that as a portfolio. It's really working well for us.

Ben Shelley: Thank you, Chaps.

Operator: Your next question is from the line of Ryan Sigdahl of Craig Hallum Capital Group. Please go ahead.

Ryan Sigdahl: Hey. Good day, Peter. Rob. When I look at the new state, within the guidance, the cost, so $70 million EBITDA loss, assume that's all for Missouri. Online sports betting launch. That's double what your closest peer in the US is guiding for. So I guess curious if you have any change in the in plans from a state playbook launch. I know it's a similar number from last quarter, but just vis a vis what they're planning to spend and how you compare that to previous launches. Thanks.

Rob Coldrake: Yeah. Hi, Ryan. We've not changed our approach. So we've always been very consistent in terms of what we think new state launches cost. We set this out at our Investor Day last year. Where we said, you know, a contribution loss of circa $35 million per 1% of population. Missouri is about 1.8% of the population. I think we've held a number for Missouri. We can't talk for others and their economics, but we're very confident in our own workings.

Ryan Sigdahl: Okay. Thank you, Rob. And I think that's the end of the questions now. There's no further questions on the call. Can see that. I just like to thank everybody very much indeed for joining. And look. As we move into the, you know, second half of the year, you know, we're pleased with how we started Q3, and we're excited to see what we can do when we bring our great product to our customers whether that's with NFL, NBA, or European properties. So thank you very much.

Operator: Ladies and gentlemen, this concludes today's conference call. We thank you for participating. You may now disconnect.

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AbCellera Biologics (ABCL) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

Date

Thursday, August 7, 2025, at 5 p.m. ET

Call participants

  • Chief Executive Officer β€” Dr. Carl Hansen
  • Chief Financial Officer β€” Andrew Booth
  • General Counsel β€” Tryn Stimart

Need a quote from a Motley Fool analyst? Email [email protected]

Takeaways

  • Liquidity position-- Approximately $750 million in available liquidity at the end of Q2 2025, consisting of $580 million in cash and equivalents and $170 million in committed government funding.
  • Revenue-- $17 million in revenue, with $10 million from one-time licensing fees related to the Triani platform; $7 million in revenue was reported in the prior year, indicating a $10 million year-over-year increase, mainly due to the lump-sum licensing revenue.
  • Research fees-- Expected to "continue to trend lower" as focus shifts further to internal and co-development programs, according to Booth.
  • R&D expense-- Research and development expenses were approximately $39 million, $2 million less than the previous year, attributed to the timing of program-specific expenditures.
  • Net loss-- Net loss was $35 million, compared to $37 million in the prior year. Loss per share was $0.12 basic and diluted.
  • Cash usage-- Operating activities used approximately $44 million in cash and equivalents. Capital investments of $36 million mainly funded CMC and GMP capabilities, partially offset by government contributions.
  • Clinical pipeline progress-- ABCL-635 and ABCL-575 received Health Canada clinical trial authorizations and initiated or prepared for dosing; ABCL-688 advanced to IND-enabling studies, becoming the third program in the pipeline.
  • Molecules in clinic-- Total advanced to 18, including partner-led programs; two are AbCellera Biologics-led, marking the firm's transition to clinical-stage status.
  • Manufacturing investment-- New integrated GMP facility remains on track to be operational by year-end, with cash deployment prioritized for this initiative and clinical advancements.
  • Clinical trial design for ABCL-635-- Initial single- and multiple-ascending dose cohorts will target 56-60 participants in the ABCL-635 Phase One clinical trial, with up to 80 planned for the proof-of-concept stage in postmenopausal women.
  • Key clinical timelines-- Initial safety and efficacy data from the ABCL-635 trial are anticipated in mid-2026; IND submission for ABCL-688 targeted for mid-2026.
  • Licensing revenue sustainability-- Booth stated, "this was definitely a one-off payment ... not something that we would expect to have happen in the future," clarifying the nonrecurring nature of this quarter's licensing fee.
  • ABCL-575 half-life-- Human half-life predicted at approximately 67 days, supporting semi-annual dosing once confirmed in clinical trials.
  • Cash and marketable securities-- $580 million in cash, equivalents, and marketable securities at the end of Q2 2025; $460 million of this is invested in short-term marketable securities.
  • Downstream milestone exposure-- 102 partner-initiated programs with downstream participation, with potential for future milestone and royalty revenue.

Summary

Strategic investments advanced AbCellera Biologics(NASDAQ:ABCL) from a platform to a clinical-stage company, highlighted by the initiation of two first-in-human studies and expansion of its internal pipeline. Pipeline progression included ABCL-635 and ABCL-575 reaching Canadian clinical trials, and ABCL-688 entering IND-enabling studies, aligning with management's stated 2025 objectives. Management reaffirmed guidance for sufficient liquidity to fund pipeline advancement and manufacturing buildout well beyond the next three years, supported by $750 million in available resources at the end of Q2 2025. The one-time $10 million licensing fee contributed to a temporary boost in revenue. Management clarified this will not recur, and emphasized a focus shift toward long-term value through clinical-stage assets.

  • Dr. Hansen explained that "the main scientific risk for ABCL-635 is whether or not we can achieve sufficient target engagement," with proof-of-concept data expected to provide clarity in mid-2026.
  • ABCL-575’s predicted dosing schedule of every six months is enabled by a "human half-life of approximately 67 days," as stated by management in the Q2 2025 earnings call.
  • Research fee revenue is projected to "continue to trend lower" due to prioritization of internal and co-development programs, impacting future near-term revenue streams.
  • The company expects to advance a fourth program from discovery into its pipeline. The buildout of its GMP clinical manufacturing facility is expected to be completed by year end.
  • Government funding from the Strategic Innovation Fund and British Columbia is not included in the reported cash figures, as this available capital does not appear on the balance sheet.

Industry glossary

  • NKTR antagonist: An antibody or small molecule therapy that targets the neurokinin-3 receptor (NKTR), often investigated for a role in managing vasomotor symptoms and menopause-related hot flashes.
  • TriAni platform: A proprietary genetically engineered mouse technology used for generating fully human monoclonal antibodies.
  • CMC: Chemistry, Manufacturing, and Controls β€” a regulatory classification covering product development processes essential for clinical trial applications and commercial production in biopharma.
  • GMP: Good Manufacturing Practice β€” standards ensuring consistent quality and safety in pharmaceutical manufacturing.
  • IND-enabling studies: Preclinical experiments required to support an Investigational New Drug application, often including pharmacology, toxicology, and manufacturing data.
  • POC study: Proof-of-concept trial designed to provide initial evidence that a therapy has the intended biological activity or clinical efficacy.
  • GPCR: G protein-coupled receptor, a large family of proteins commonly targeted in drug development.
  • CTA: Clinical Trial Application β€” an application submitted to regulatory agencies to begin human trials, separate from the US IND process.

Full Conference Call Transcript

Dr. Carl Hansen: Thanks, Tryn, and thank you, everyone, for joining us today. This quarter, we achieved a major company milestone: receiving Health Canada authorization to initiate AbCellera Biologics Inc.'s first two clinical trials for ABCL-635 and ABCL-575. Today, I'm pleased to announce that dosing has begun in our Phase One clinical trial evaluating ABCL-635 for moderate to severe vasomotor symptoms. This marks the completion of the transition from a platform company to a clinical-stage biotech that we committed to back in 2023. After the end of the quarter, we also opened our Phase One clinical trial for ABCL-575, and we anticipate dosing will begin shortly.

I'm also pleased to announce that we have added a third program to our pipeline by advancing ABCL-688 into IND-enabling studies. We ended the quarter with approximately $750 million in available liquidity, and we are well-positioned to continue to execute on our strategy and are on track to complete our remaining goals for 2025. These include continuing to build our pipeline by advancing at least one more development candidate into IND-enabling studies, completing platform and infrastructure investments, and starting to use these capabilities in clinical manufacturing. ABCL-635 is a potential first-in-class therapeutic antibody being developed for the non-hormonal treatment of moderate to severe vasomotor symptoms, more commonly known as hot flashes, that are associated with menopause.

ABCL-635 is a potential next-generation NKTR antagonist designed to have both an improved safety profile and a more convenient dosing regimen. If ultimately successful, we believe it can be a highly differentiated product that would launch into a large and established market. We successfully completed the CPA process for ABCL-635 in 2025, and today, we are pleased to announce that we have begun dosing participants. The ABCL-635 Phase One clinical trial is a randomized, placebo-controlled, double-blind study in men and postmenopausal women with or without VMS. Its purpose is to evaluate safety, pharmacokinetics, pharmacodynamics, and the frequency and severity of VMS, with subcutaneous doses of ABCL-635.

The primary endpoint of the study is safety, and a key secondary endpoint is pharmacokinetics. As I mentioned on the last earnings call, we believe the main scientific risk for ABCL-635 is whether or not we can achieve sufficient target engagement. We expect this will be addressed through biomarker and proof-of-concept studies that are part of our Phase One design. As previously stated, we expect initial safety and efficacy data from this trial in mid-2026. Turning to our second program, ABCL-575, we received authorization from Health Canada in May to initiate a Phase One clinical trial. The trial was opened in July, and we anticipate dosing our first participant this quarter.

This is a double-blind, placebo-controlled study designed to assess safety and tolerability in healthy participants following subcutaneous doses of ABCL-575. ABCL-575 is an investigational antibody therapy targeting OX40 ligand and is being developed for the treatment of moderate to severe atopic dermatitis, and which also has broad potential in several other I&I indications. Recently presented preclinical data demonstrates it has potent functional activity in vitro that is in line with amotilumab, as measured by cytokine responses across a variety of cytokines, including IL-13, IL-5, and IL-9. As a reminder, ABCL-575 is engineered with half-life extension to support less frequent dosing.

Based on PK data we've obtained from studies in FCRN humanized mice, we predict a human half-life of approximately 67 days. Using this half-life, our modeling predicts that a 300 mg dosing of ABCL-575 every six months should achieve circulating concentrations that remain above the efficacy threshold that was observed for amlotilumab. This prediction, once confirmed in clinical studies, would support a product profile with subcutaneous dosing once every six months. In addition to our clinical programs, we continue to allocate significant resources to internal discovery to build out our pipeline. This quarter, we advanced ABCL-688 into IND and CTA-enabling studies. ABCL-688 is a potential antibody medicine for an undisclosed indication in autoimmunity.

It is the third program in our pipeline and the second program derived from our GPCR and ion channel platform. Similar to ABCL-635, for strategic reasons, we will not be disclosing additional information on ABCL-688 until this program reaches the clinic. Our intent is to submit an IND in mid-2026. For the remainder of the year, our priorities are as follows: executing on our clinical studies with ABCL-635 and ABCL-575, moving ABCL-688 forward in IND-enabling studies, advancing a fourth program from discovery into our pipeline, and finally, bringing our clinical manufacturing capabilities online. And with that, I'll hand it over to Andrew to discuss our financials.

Andrew Booth: Thanks, Carl. As Carl pointed out, AbCellera Biologics Inc. continues to be in a strong liquidity position, with approximately $580 million in cash and equivalents, and with roughly $170 million in available committed government funding to execute on our strategy. We are continuing to execute on our plans with a focus on internal programs and on completing our CMC and GMP investments. Looking at our business metrics, in the second quarter, we started work on five partner-initiated programs, which takes us to a cumulative total of 102 programs with downstream participation. Both ABCL-635 and ABCL-575 received their clinical trial authorizations in the second quarter, thus advancing into the clinic.

They are the first AbCellera Biologics Inc.-led molecules to reach the clinic, taking the cumulative total number of molecules to have reached the clinic, including those led by partners, to 18. As we have previously stated, we view the overall progress of molecules in the clinic as a potential source of near and mid-term revenue from downstream milestone fees and royalty payments in the longer term. Turning to revenue and expenses, revenue for the quarter was approximately $17 million, comprising research fees relating to work on partner programs and amounts related to licensing. This compares to revenue of $7 million in the same quarter of 2024.

The licensing fees of $10 million stem from our TriAni humanized rodent platform and mostly consist of a lump sum amount in this quarter. With respect to research fee revenue, as we have mentioned in the past, we expect these to continue to trend lower as we are increasingly focused on our internal and co-development programs. Research and development expenses for the quarter were approximately $39 million, $2 million less than last year. This expense reflects ongoing investment in our internal and co-development programs. The slight decrease is related to the timing of larger program-specific related expenses, which were larger in the second quarter of last year.

In sales and marketing, expenses for Q2 were about $3 million, a small reduction relative to the same quarter last year. And in general and administration, expenses were approximately $19 million compared to roughly $20 million in 2024. Included in these expenses are the ongoing expenses related to the defense of our intellectual property. Looking at earnings, we are reporting a net loss of roughly $35 million for the quarter, compared to a loss of $37 million in the same quarter of last year. In terms of earnings per share, this result works out to a loss of 12Β’ per share on a basic and diluted basis.

Looking at cash flows, operating activities for 2025 used approximately $44 million in cash and equivalents. Excluding investments in marketable securities, investment activities amounted to a net $36 million, mostly in property, plant, and equipment, driven by the ongoing work to establish CMC and GMP manufacturing capabilities. The investments in PP&E were partially offset by government contributions. As a part of our treasury strategy, we have about $460 million invested in short-term marketable securities. Our investment activities for the quarter included an approximately $12 million net increase in these holdings. Altogether, we finished the quarter with $580 million of cash, cash equivalents, and marketable securities.

As a reminder, we have received commitments for funding for our GMP facility and the advancement of our internal pipeline from the Government of Canada's Strategic Innovation Fund and the Government of British Columbia. This available capital does not show up on our balance sheet. With over $580 million in cash and equivalents, and the unused portion of our secured government funding, we have around $750 million in total available liquidity to execute on our strategy. The cash usage for the remainder of 2025 will continue to prioritize advancing our two lead programs through their Phase One clinical studies, building the preclinical pipeline, and completing our investment in the integrated clinical manufacturing capabilities.

Our new manufacturing facility is on track to come online at the end of 2025, as we had indicated in previous calls. With respect to our overall operating expenditures, our capital needs continue to be very manageable. We continue to believe that we have sufficient liquidity to fund well beyond the next three years of increasing pipeline investments. And with that, we'll be happy to take your questions.

Operator: If for any reason you'd like to remove that question, please press star followed by 2. Again, to ask a question, hit star 1 on your telephone keypad. Our first question is from Andrea Newkirk with Goldman Sachs. Your line is now open.

Telani Gisso: Everyone, this is Telani on for Andrea. Thanks for taking our questions, and congrats on the progress this quarter. One quick one from us. Just given the recent news of the delay to elanzanitan, do you guys anticipate any risk to the development path for ABCL-635 from a regulatory perspective? And what do you expect regulators will be most focused on in evaluating the drug profile as it advances in development? Thank you.

Dr. Carl Hansen: You're breaking up a little bit at the end of the question. I did get the first part of it. So yes, there was a delay with elanzanitan. Our understanding is that the FDA requested additional information from Bayer, and that information is forthcoming. I think the comment suggested that there was no concern raised about the approvability. Our expectation is that would move forward to approval later this year. So beyond that, I don't think we have any special insight into that. I didn't get the last part of the question. Could you please repeat?

Telani Gisso: Sorry about that. Yeah. I was just wondering what do you think the FDA and other regulators will be focused on in evaluating ABCL-635's profile as it moves forward in clinical development?

Dr. Carl Hansen: Sure. So you know, there's now, I think, a well-trodden path for the NKTR class, both with and without. Obviously, we need to demonstrate efficacy. As I mentioned in my prepared remarks, we're excited about the upcoming data and the readout midpoint next year. That should give us a lot of information about the efficacy and target engagement, which we do see as the primary scientific risk. On the safety side, as I mentioned on the last call, so far, you know, what has been seen in the class for NKTR antagonists is some liver toxicity or the signal of liver toxicity as well as somnolence or sleepiness.

We believe the somnolence is because of targeting not just NKTR, but also NKTR, which our antibody does not do. We expect that would not be a concern. And similarly, because we are the first-in-class antibody for this indication and antibodies are not metabolized in the liver, as are small molecules. And because there is little evidence of expression of NKTR in the liver, we don't expect that there will be liver tox associated with our drug. But, of course, we need to demonstrate that in the trial. And I'm sure the regulators, as the investment community, will be looking at the two main things which we always look at, which are efficacy and safety.

Telani Gisso: That's helpful. Thank you.

Operator: Our next question is from Srikripa Devarakonda with Truist. Your line is now open.

Srikripa Devarakonda: Hey, guys. Thank you so much for taking my question, and congratulations on the progress this quarter. So for the ABCL-635 Phase One trial, can we first upon getting the trial initiated efficiently. But now that you've initiated the trial, can you talk a little bit more about the specifics? You know, is there a certain what the total number of patients, and if there is a certain ratio of healthy men to postmenopausal women you expect to enroll? And then maybe a bit more broader question. You know, you'd previously said that 50% of menopausal women are hesitant to take HRT because of the concerns around consequences. With Dr.

McCarray being he seems to be a very strong proponent of HRT. Do you think this might change the way the market overall, or do you think you still have a substantial market?

Dr. Carl Hansen: Sure. So first, I'll maybe provide a little bit more information on the clinical trial. So as you might expect, the first parts of the trial are basically a single ascending dose and multiple ascending dose. In a single ascending dose, we'll include both menopausal women and healthy men. Healthy male volunteers. And in that part of the trial, we will be able to assess some biomarkers. In the MAD, we will be recruiting only postmenopausal women, and the combination of the SAD and the MAD, you know, could be roughly, you know, 56, 60 patients or so. Once we progress on to the proof of concept, we expect to enroll up to 80 patients.

And in that phase of the study, we will, of course, be recruiting postmenopausal women with moderate to severe VMS. So to the second part of your question, you know, there has been some discussion lately about the use of menopausal hormone therapy and some revisiting of the women's health study that was, you know, a study that I think cast a bit of a shade on the benefits of menopausal hormonal therapy for the treatment of VMS and other symptoms related to menopause. Our view has always been that the NKTR class is not in competition with hormone therapies.

So it turns out that, you know, there are roughly 20% of the eligible population that either have contraindications, so have risk factors that mean they're not eligible for hormone therapy, or that try hormone therapy and are unable to continue. 20% of the population for which hormone therapy is not meeting their needs. And then, of course, there's some other portion of the 80% that are gonna have a preference not to use hormone therapy. So if you look at the number of eligible patients in the US alone, that's a very large patient population. And we would need to only capture a relatively small portion of that market to have this drug be a terrific success.

So we're still very confident about the market opportunity. And we expect the conversation about MHT will continue. As it should, and that doesn't change our view of the market since we sort of had that in mind from the very beginning.

Srikripa Devarakonda: Okay. Great. Thank you so much for the color. Really helpful.

Operator: Our next question is from Faisal Khushid with Leerink Partners. Your line is now open.

Faisal Khushid: Hey, guys. Thank you for taking the question. Really appreciate it. I just wanted to ask on the partnership and licensing revenue for the quarter. It seemed a little bit higher than kind of where you've been. Should that be an expectation kind of going forward? Or how should we think about sort of the cadence sequencing of those funds coming in? Thank you.

Andrew Booth: Yeah. Good question. This is Andrew here. Speaking, Faisal. No. You should not this was definitely a one-off payment. It really related to activities post the acquisition of Triani. That were completed, really as an earn-out to the former shareholders of Triani. So you'll see in addition to the $10 million licensing revenue, a change in the contingent consideration on our balance sheet, which is really the balancing entry related to that transaction. So it's not something that we would expect to have happen in the future.

Faisal Khushid: Got it. Thank you.

Operator: Our next question is from Malcolm Hoffman with BMO. Your line is now open.

Malcolm Hoffman: Hi, Malcolm. I'm for Evan Seigerman from BMO. Alright. You remind us what key efficacy data we should be looking out for in the ABCL-635 Phase One study? I understand we're largely looking for safety in a Phase One, but what biomarker efficacy measures will start to give us kind of confidence and further development here from a competitive perspective? Thanks.

Dr. Carl Hansen: Sure. So Carl here. So, early in the study, we will be assessing some biomarkers, so LH and FSH in men and women. In the SAD where there will be only healthy volunteers participating, men and women. Obviously, in the men, we'll be able to assess testosterone in the women estradiol. So all of those, I think, are a really positive indication, and we expect to see those biomarkers modulated by treatment at the higher doses. So that's the first check. But that is not equal to efficacy. So the real measure of efficacy needs to wait until the POC study.

As I mentioned, we will be enrolling up to 80 postmenopausal women with moderate to severe VMS, and there we're going to be assessing the frequency and severity of VMS, which is self-reported. And so we won't have that data until sometime in mid-2026. But we think that study is sufficiently powered to give us, you know, coming out of that, if it lines up the way that we hope and expect, a lot of confidence that we've got something that looks like a drug and that we intend to move forward.

Malcolm Hoffman: Appreciate it. Thanks, guys.

Operator: Our next question is from Brendan Smith with TD Securities. Your line is now open.

Brendan Smith: Hey, guys. I think it's supposed to be Brendan. I think Brendan from TD Securities on. Sorry about the confusion there. Thanks for taking all the questions, and all the good color. It's great to see the VMS asset moving along. I actually just wanted to maybe ask another follow-up on that. Actually, just related to target dosing in any respect. Fully appreciate it's still early days. A lot to kind of understand with some of the biomarker data and what that realistically means for kind of uptake down the road.

But, are there any special considerations when you're thinking about, you know, formulation or frequency of dosing that could kind of help you're thinking about the clinical plan down the road and then just any ability to kind of target these kinds of patients from a commercial standpoint?

Dr. Carl Hansen: Yeah. I'm happy to give a little bit of color on that. So, you know, a lot of this rests on our preclinical work. From which we believe that we've got an antibody that has a half-life and a potency that would support once-monthly dosing on a single subcutaneous dose. And that subcutaneous dose would be a high concentration formulation at 150 mg per ml. At 2 ml. So remains to be seen. But based on what we've seen so far, we've got a molecule we believe hits that TPP.

And, of course, that's one of the things we're gonna be testing both in the efficacy and in the bioavailability and PK data that'll come out of the Phase One study.

Brendan Smith: Okay. Got it. Great. Makes sense. Thanks, guys.

Operator: Our next question is from Stephen Willey with Stifel. Your line is now open.

Josh: Hi. Thanks for taking the question. This is Josh on for Stephen Willey, and congrats on the progress. So I noticed the healthy volunteer trial for May is now posted to clinicaltrials.gov. Noticed there was one Canadian site listed, and I guess just looking forward as, like, a longer-term strategy, do you plan on activating any US sites beyond Phase One? Is this unrelated to, like, a capital commitment contingency with the governments of Canada and British Columbia to run all your trials in Phase One in Canada first? And then I just have a follow-up.

Dr. Carl Hansen: Yeah. So we have activated a site in Canada that's an expert in dermatology. We are, you know, very pleased with that site, and we think they have full capabilities to execute the Phase One study. Right now, our focus is on that. You know, from our perspective, the big thesis around May is our belief that the OX40 ligand class is going to be an immense class, not just in atopic dermatitis, but in other autoimmune and inflammatory conditions. We think that the key readout we're gonna get in the near term is going to be bioavailability and PK. Confirming some of the preclinical work we've done and the modeling that I showed during my prepared remarks.

And that the other big catalysts are gonna come from outside of the company, in particular, some of the clinical development with amatilumab and other molecules in the class that are moving forward. So we are currently focused on that. We are also, you know, beginning to engage with the FDA and lay the foundation for the Phase Two studies, which you would likely expect to include US sites. But we haven't triggered that yet, and we have some time before we need to.

Josh: Great. Thanks. And then just a follow-up. I know it's early. You said you won't really disclose any details around ABCL-688 for now, but could you maybe speak to some of the autoimmune indications of interest you might be considering for this asset?

Dr. Carl Hansen: Yeah. I'm afraid we're gonna hold this one close to our chest for strategic reasons. What I will say is that, you know, this is a program that we're very bullish on. I'd put it in a similar category to ABCL-635. It's one where we have a high conviction in the biology and where we think we can get some meaningful data early on. It's got a bit of a different competitive dynamic, but it's also a program that we intend to move forward as quickly as possible. And when we do, that we intend to move very quickly.

And so our focus right now is getting that to the clinic, and when we do, we'll be able to share more details with you. So sorry for being, you know, a little bit reticent on details, but I think it's probably in the best interest of the program.

Josh: No worries. Thanks, guys.

Operator: It looks like there are no more questions, so I'll pass the call back over to the management team for closing remarks.

Tryn Stimart: Just to say thank you, everyone, for the support and for joining us today, and we look forward to updating you as we progress from where we are today into the clinic. Thanks very much.

Operator: That concludes the conference call. Thank you for your participation. Enjoy the rest of your day.

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  •  

SunCoke Energy (SXC) Q2 2025 Earnings Call Transcript

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DATE

  • Wednesday, July 30, 2025, at 11 a.m. EDT

CALL PARTICIPANTS

  • Chairman, President, and Chief Executive Officer β€” Katherine Gates
  • Senior Vice President and Chief Financial Officer β€” Mark Marinko
  • Chief Strategy Officer β€” Shantanu Agrawal

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RISKS

  • Net income attributable to SunCoke Energy (GAAP) fell to $0.02 per share in 2025, driven by the timing and mix of lower contract coke sales, reduced earnings from the Granite City contract extension, declining CMT volumes, and $5.2 million in acquisition-related transaction costs in Q2 2025.
  • Spot coke sales margins are "significantly lower than the contract sold coke sales margins due to the current challenging market conditions," according to Marinko.
  • CMT terminal handled lower volumes in the logistics segment owing to "tepid market conditions," contributing to a decline in adjusted EBITDA for Q2 2025.

TAKEAWAYS

  • Consolidated Adjusted EBITDA: $43.6 million, down from $63.5 million in the prior year period, primarily due to lower contract coke sales, less favorable Granite City economics, and reduced logistics volumes, partially offset by lower legacy black lung expenses.
  • Phoenix Global Acquisition: $325 million purchase expected to close August 1, 2025, on a cash-free, debt-free basis, funded by cash and revolver borrowings, representing roughly 5.4x LTM adjusted EBITDA; projected annual synergies of $5 million-$10 million.
  • Domestic Coke Segment EBITDA: $40.5 million, with adjusted EBITDA impacted by adverse contract/spot mix at Haverhill and weaker Granite City performance.
  • Logistics Segment EBITDA: $7.7 million on 4.8 million tons throughput. Barge unloading expansion at KRT completed and new take-or-pay coal handling agreement to drive second-half results.
  • Liquidity Position: $186.2 million in cash and $350 million undrawn revolver, yielding total liquidity of $536.2 million.
  • Dividend Declared: $0.12 per share dividend payable Sept. 2, 2025; $10.2 million paid in the quarter.
  • Revolving Credit Facility Extended: Now matures July 2030, down to $325 million from $350 million, with similar covenants.
  • Free Cash Flow Guidance: Free cash flow guidance is now expected to be between $103 million and $118 million in 2025, lowered to reflect the Phoenix transaction, debt costs, and a new tax bill in full-year 2025 free cash flow guidance; guidance for operating cash flow unchanged.
  • Full-Year Guidance Reaffirmed: Consolidated adjusted EBITDA (non-GAAP) expected to be between $210 million and $225 million for full-year 2025; Domestic coke adjusted EBITDA guidance range of $185 million to $192 million in 2025; Full-year logistics adjusted EBITDA guidance range of $45 million to $50 million.
  • CapEx Guidance: CapEx guidance has been lowered to approximately $1 million in 2025 after spending $12.6 million in the quarter.
  • Phoenix Integration: Will combine operations with the logistics segment to form a new industrial services segment, bringing new international reach and customer diversification, including electric arc furnace operators.
  • Coke Sales Volume Outlook: 2.0-2.1 million tons projected for the second half of 2025 for an annual total of approximately 4 million tons of coke sales in 2025, with per-ton adjusted EBITDA expected to normalize to $46–$48 in the second half of 2025, based on mix.
  • New KRT Throughput: The logistics volume increase in the second half of 2025 is anticipated to stem mainly from the KRT terminal's expansion project.
  • Phoenix Revenue Profile: Contracts are long-term, carry fixed and pass-through revenue, and limit commodity price risk by avoiding consumables ownership.

SUMMARY

SunCoke Energy (NYSE:SXC) announced it will close its $325 million acquisition of Phoenix Global on Aug. 1, supported by a newly extended $325 million revolving credit facility now maturing in July 2030. Adjusted EBITDA of $43.6 million in Q2 2025 reflected reduced contract coke volume and logistics softness, confirming management's position that this quarter represents the earnings low point for the year. The company reaffirmed full-year consolidated adjusted EBITDA guidance of $210 million to $225 million for 2025 and updated full-year 2025 free cash flow guidance to $103 million to $118 million, citing transaction costs and tax law changes. A quarterly dividend of $0.12 per share was declared, and total liquidity stood at $536.2 million. SunCoke leadership signaled that Phoenix will be integrated as a new industrial services segment, diversifying its customer base and operational footprint.

  • Chief Financial Officer Marinko stated, "We believe Q2 2025 to be the trough of the year, and with higher contract coke sales expected in the second half, we are reaffirming our domestic coke adjusted EBITDA guidance range" of $185 million to $192 million.
  • Chief Strategy Officer Agrawal explained that reduced revolver capacity will not restrict Phoenix funding, as "$200 to $210 million" is expected to be drawn; the GPI project would require separate financing.
  • Management is in "active discussions" regarding contract renewals with the largest customer, despite external commentary on potential reductions in third-party coke demand.
  • Lower CMT volumes in May and June shifted into July, supporting management's unchanged logistics segment guidance despite market volatility.
  • Phoenix's "last twelve months trailing adjusted EBITDA of about $61 million (non-GAAP, for the twelve months ended March 31, 2025)" remains a baseline as SunCoke completes integration and explores organic growth from new customer exposure.

INDUSTRY GLOSSARY

  • CMT: Convent Marine Terminal, a bulk export terminal operated by SunCoke handling coal and other materials.
  • KRT: Kanawha River Terminals, a logistics asset for coal and other dry bulk material handling within SunCoke's portfolio.
  • Blast Coke: Metallurgical coke used in blast furnace steelmaking, distinct from foundry coke or spot coke sales.
  • Foundry Coke: A high-quality coke sold to foundries for metal casting, generally with higher margins than blast coke.
  • Take-or-pay Agreement: A long-term logistics contract obligating a customer to pay for a minimum volume, securing revenue for the operator.
  • Electric Arc Furnace (EAF): A steel production process that uses electricity to melt scrap and reduce iron, with different coke requirements than blast furnace operations.
  • Spot Coke: Coke sold on the open market at prevailing prices rather than through fixed, long-term contracts; typically carries lower, more volatile margins.

Full Conference Call Transcript

Katherine Gates: Thanks, Shantanu. Good morning, and thank you for joining us on today's call. This morning, we announced SunCoke Energy, Inc.'s second-quarter results. I want to share a few highlights before turning it over to Mark to discuss the results in detail. We delivered Q2 2025 consolidated adjusted EBITDA of $43.6 million, driven by the timing and mix of contract and spot coke sales, as well as lower volumes at CMT. During the quarter, we announced the acquisition of Phoenix Global for $325 million. We are happy to share that we received the necessary regulatory approvals faster than anticipated and now expect to close on August 1.

Additionally, we amended and extended our revolving credit facility originally due June 2026 during the month of July. Covenants are similar to the previous agreement, and it is now maturing in July 2030. Earlier today, we also announced a $0.12 per share dividend payable to shareholders on September 2, 2025. From a balance sheet perspective, we ended the second quarter with a strong liquidity position of $536.2 million. I would like to take this opportunity to review the fundamentals of the Phoenix acquisition. Let's turn to Slide four. Phoenix Global is a leading provider of mission-critical services to major steel-producing companies.

SunCoke Energy, Inc. will purchase 100% of the common units of Phoenix for $325 million on a cash-free, debt-free basis, representing an acquisition multiple of approximately 5.4 times on a March 31, 2025, last twelve months adjusted EBITDA of $61 million. This transaction is expected to be immediately accretive for SunCoke Energy, Inc. We will fund the purchase through a combination of cash on hand and borrowing on our amended and extended revolver, which is fully undrawn with $325 million of borrowing capacity. We expect to recognize between approximately $5 million and $10 million in annual synergies from this transaction.

After closing, we will plan to host investor conferences where we will share updated guidance for SunCoke Energy, Inc., including Phoenix. Turning to Slide five to revisit the transaction benefits to SunCoke Energy, Inc. Phoenix is an excellent strategic fit with the core elements of our business, namely customers, capabilities, and contracts. With the addition of these operations, SunCoke Energy, Inc.'s reach will now extend to new industrial customers, including electric arc furnace operators that produce carbon steel and stainless steel. Phoenix's global footprint will add to our existing Brazil footprint, as well as select international markets. Phoenix's operations provide high-value, site-based services that are mission-critical to operational efficiency and reliability for steel mills.

SunCoke Energy, Inc. has a reputation as a critical partner in the steel value chain and as a reliable provider of high-quality industrial services through our logistics business. Similar to SunCoke Energy, Inc., Phoenix's contracts are long-term in nature, with contractually guaranteed fixed revenue and pass-through components. Additionally, under its current contracts, Phoenix does not take ownership of major consumables, reducing exposure to commodity price volatility. Phoenix offers a well-capitalized asset portfolio, having invested approximately $75 million since June 2023 on new equipment or the refurbishment of existing equipment. New customers and new markets provide multiple paths for future organic growth.

By leveraging SunCoke Energy, Inc.'s strong financial position and operational excellence, we will build upon Phoenix's success to better serve our existing and new customers. Following the closing of the transaction, we expect Phoenix's operations will be combined with our logistics segment to form a new industrial services segment. We are pleased to have a strong operator within SunCoke Energy, Inc. to lead the new operations. He will be joined by certain Phoenix employees whose knowledge and experience will be beneficial to the successful integration. We are excited to welcome Phoenix's team members to the SunCoke Energy, Inc. family as we build on the strong foundation set by the business in recent years.

With that, I will turn it over to Mark to review our second-quarter earnings in detail.

Mark Marinko: Thanks, Katherine. Turning to Slide six. Net income attributable to SunCoke Energy, Inc. was $0.02 per share in 2025, down $0.23 versus the prior year period. The decrease was primarily driven by the timing and mix of lower contract coke sales coupled with lower economics from the Granite City contract extension in the domestic coke segment. Additionally, CMT volumes in the logistics segment were lower due to market conditions. Finally, transaction costs of $5.2 million related to the acquisition of Phoenix Global also impacted earnings per share. Consolidated adjusted EBITDA for 2025 was $43.6 million compared to $63.5 million in the prior year period.

The decrease in adjusted EBITDA was primarily driven by the timing and mix of lower contract coke sales and unfavorable economics on the Granite City contract extension in the coke segment, and lower transloading volumes at CMT in the logistics segment, partially offset by lower legacy black lung expenses in corporate and other. Moving to Slide seven to discuss our domestic coke business performance in detail. Second quarter domestic coke adjusted EBITDA was $40.5 million, and coke sales volumes were 943,000 tons. The decrease in adjusted EBITDA as compared to the prior year period was primarily driven by the change in mix of contract and spot coke sales at Haverhill.

Additionally, spot coke sales margins are significantly lower than the contract sold coke sales margins due to the current challenging market conditions. Lower economics and volumes at Granite City from the contract extension also impacted domestic coke results. We believe the second quarter to be the trough of 2025, and with higher contract coke sales expected in the second half of the year, we are reaffirming our domestic coke adjusted EBITDA guidance range of $185 million to $192 million. Now moving on to Slide eight to discuss our logistics business. Our logistics business generated $7.7 million of EBITDA in 2025, and our terminals handled combined throughput volumes of 4.8 million tons.

The decrease in adjusted EBITDA was primarily driven by lower transloading volumes at CMT due to tepid market conditions. Our previously announced barge unloading capital expansion project at KRT has been completed and is operating. We expect to see benefits from the new take-or-pay coal handling agreement starting in the third quarter and reaffirm our full-year logistics adjusted EBITDA guidance range of $45 million to $50 million. Now turning to Slide nine to discuss our liquidity position for Q2. SunCoke Energy, Inc. ended the second quarter with a cash balance of $186.2 million and a fully undrawn revolver of $350 million.

Net cash provided by operating activities was $17.5 million and was impacted by income tax and interest payments as well as $5.2 million in transaction costs. We spent $12.6 million on CapEx and paid $10.2 million in dividends at the rate of $0.12 per share this quarter. In total, we ended the quarter with a strong liquidity position of $536.2 million. Our free cash flow guidance has changed as a result of the transaction costs related to the Phoenix acquisition, extension of the revolving credit facility, and the new tax bill that was recently passed.

We did not previously include transaction or debt issuance costs in our free cash flow guidance, but we now expect to incur between $12 million and $14 million related to these transactions during the year. We are now expecting our cash taxes to be between $5 million and $9 million and have also lowered our CapEx guidance to approximately $1 million during the year. We now expect our free cash flow guidance to be between $103 million and $118 million. Our operating cash flow guidance is unchanged. With that, I will turn it back over to Katherine.

Katherine Gates: Thanks, Mark. Wrapping up on Slide 10. The acquisition of Phoenix is a result of SunCoke Energy, Inc.'s disciplined pursuit of profitable growth to reward long-term shareholders. SunCoke Energy, Inc. is well known for our best-in-class safety, advanced technology, operational discipline, and strong financial position. We remain focused on safely executing against our operating and capital plan and maintaining the strength of our core businesses while working to integrate Phoenix's operations. Phoenix is a service provider of choice for steelmakers, and we look forward to continuously engaging with their customers to find new opportunities to expand the scope of services provided as well as enter into new contracts at other sites.

As always, we take a balanced yet opportunistic approach to capital allocation. We continuously evaluate the capital needs of the business, our capital structure, and the need to reward our shareholders, and we will make capital allocation decisions accordingly. Finally, we see improvement in both logistics and domestic coke in the second half of the year, and we are reaffirming our full-year consolidated adjusted EBITDA guidance range of $210 million to $225 million. With that, let's go ahead and open up the call for Q&A. We will now begin the Q&A session. If at any time your question has been addressed and you would like to withdraw, please let us know. The first question comes from Nick Giles with B.

Riley Securities. Please go ahead.

Nick Giles: Thank you, operator, and good morning, everyone. This is Henry Hurl on for Nick Giles. So to start off, you reaffirmed your annual guidance, and my math implies roughly a 22% increase in quarterly EBITDA for the remainder of the year to reach the low end of your guidance at $210 million. So my question is, can you walk us through the drivers of the improvement from here? And what are your assumptions around last coke sales volumes?

Mark Marinko: Sure, Henry. Thanks for the question. So as we talked about, if you look at our Q1 domestic coke adjusted EBITDA per ton, it was $55, and our Q2 is around $42 a ton. Right? And if you take the average of those two, we are right in the range of $46 to $48. That is kind of our annual guidance. So in Q3 and Q4 or the second half of the year, we expect to kind of get back to our average full-year EBITDA per ton range where the mix, you know, it was all about the mix. That's why we are talking about a mix between contract and spot sales. Right?

In Q1, we were very heavy on the contract side. In Q2, we were very heavy on the spot side. So in Q3 and Q4, this will kind of become normalized, and we will have roughly 2 to 2.1 million tons of coke sales in the second half, getting us closer to the 4 million tons guidance of the total coke sales. With the average domestic coke distributor margin of $46 to $48 a ton. So that's kind of on the coke side. On the logistics side, you know, we saw surprisingly lower volumes in May and June at CMT, and we are already seeing those volumes get picked up in July.

There were a couple of shipments in June that did not, you know, the timing of the ship kind of shifted to July. So we are going to pick that up in Q3. So we will go back to our normal run rate EBITDA for logistics as a whole in the second half. And that's how we are getting to our full-year adjusted EBITDA guidance range of $210 million to $225 million.

Henry Hurl: Understood. Thanks for that.

Nick Giles: And then could you also talk about the macro drivers of Phoenix Global? So I understand you have a large share of fixed and contracted revenues in place. Hoping to get more color on what moves the needle in the long term? Thanks.

Katherine Gates: Sure. So I think the short answer to your question is that we will have a lot more to say on Phoenix when we go out and do our investor days and roadshow following the close. As I said, you know, we are going to be closing on August 1, and then we will be working through, you know, opening balance sheet, taxes, some other valuation work. So we are going through, you know, that process now. I think what I can say in terms of drivers going forward is that we are very excited about having the EAF exposure, which really diversifies our customer base.

And, you know, as I said on our call when we signed, I think it is very, very critical to us that we use this as a platform for organic growth. So when we think about drivers, we see opportunities with our technical and our engineering teams to look to the customers and expand the suite of services that we are providing at sites where we are already operating, as well as looking to new sites to bring on new business. You know, what we said when we signed is that Phoenix had, you know, a last twelve months trailing adjusted EBITDA of about $61 million.

And what I can say today is that, you know, that business, despite some of the cyclicality and some of the challenges in the steel sector right now, that, you know, that is still not an unreasonable number to put out there as you think ahead to Phoenix. So we feel good about the business today in the foundation, and then our opportunity to expand it, bringing our operational excellence and our engineering and technical expertise.

Henry Hurl: Thanks. I appreciate the color there. And then one more for me. Could you also talk about the recent conversations with your largest customer and if there is any potential for renewal of the Haverhill contract? Or any other color on how to think about your contracts that are rolling off this year and the split between contracted versus blast coke?

Katherine Gates: Yeah. Absolutely. You know, frankly, we were extremely surprised by the comments on the Cliff's earnings call, given that we are in active discussions with Cliff on contract renewal. As we said back in January, we knew that Cliff did not need more coke in 2025. And that's why we announced in January that we were sold out even though, you know, the pricing in the spot market is not what we wanted it to be, but we sold out and we sold into the spot market knowing that Cliffs would not need more coke from us in 2025. So that is unchanged.

But at the same time, we were continuing contract discussions with Cliff, and we are continuing those discussions with them today. In terms of specific detail on volumes, etcetera, as you know, we do not talk about the specifics of our contract negotiations with our customers. So I cannot really say more than that, other than that we are in active discussions with them.

Henry Hurl: Okay. Thanks for that. To you and your team, continue best of luck.

Katherine Gates: Thank you. The next question comes from Nathan Martin with Benchmark Company. Please go ahead.

Nathan Martin: Thanks, operator. Good morning, everyone. And maybe just following up on that last line of questioning. Like you said, surprised maybe by some of the comments Cliff made. You know, they indicated they have got plenty of internal coke production post the Stelco acquisition. They do not need any third-party coke, you know, kind of going forward. You know, how if that's the case, like, how do you guys go about finding another long-term contract for that production in Haverhill? Is it a case where whoever Stelco was selling to previously could be a potential option?

Or, you know, could the shift to Cliffs using more internal coke lead to a balance disruption in the market that needs to be addressed with, you know, supply curtailments?

Katherine Gates: Sure. I mean, I think, you know, just the starting point is we continue to be in active discussions with Cliff, but we have also, and you have seen this over time, we have looked for ways to profitably sell our coke when we are not selling on a long-term contract basis. So whether that is selling foundry and selling more foundry going forward, that's certainly a very profitable avenue for us, and we have continued to grow our market share in the foundry market. We would also look to profitably sell our blast coke to other customers.

So while we obviously, you know, cannot get into any sort of discussions on that front, we have been able to profitably sell our blast coke even at these depressed prices. Selling into North America. We would continue to look to sell into the seaborne market if that was profitable. So that will continue to be our focus just as it has been in the past years.

Nathan Martin: I appreciate that, Katherine. Any thoughts, like, does this potentially upset the supply-demand balance here in North America or not necessarily if they continue or start using more internal coke?

Katherine Gates: Well, I think, you know, as we have said before, you know, there is a volume of coke that is needed for the volume of steel that is being produced. So, you know, if, for example, Cliffs is now using more of the Stelco coke, Stelco coke that was being used by another customer, as you pointed out before, would be a customer that we would pursue going forward. So from an overall kind of supply-demand balance, you know, we would understand that as being there today, and we would try to take advantage of that if things were moving.

Shantanu Agrawal: Nate, I would want to add a little bit. This is Shantanu. You know, like, if they are running at full capacity, I think the question is more on the Cliffs side. You know, if there is a capacity rationalization, permanently on their side, on one of the blast furnaces, that definitely disrupts the supply-demand balance of coke. Right? Then the structure looks very different. In the long run, if one of the blast furnaces, which had been running for a longer time, goes down, then, yes, it definitely disturbs the supply-demand balance of coke within Canada and the US, and that makes it a little bit challenging for us, you know, from that perspective. Right?

But if the assumption is that they continue running the blast furnaces, which they have been running and their demand stays the same, as Katherine mentioned, there is demand for that coke to go there.

Nathan Martin: Gotcha. Shantanu, I appreciate that. Maybe shifting to the logistics business. Again, you called out the weakness at CMT. Was that mainly coal, or was that any other product there first? And then how do you view kind of export coal demand over the next few quarters? Are you guys assuming any benefit at all from price adjustment given where the indices are today?

Katherine Gates: Well, in terms of products, you know, we move products other than coal through CMT, including iron ore, including pet coke. So there is a mix of products there, but the vast majority of the volumes there are, you know, are coal for export. We have seen higher domestic pricing and higher demand, you know, as we kind of look at the market today. And so that higher demand domestically can impact volumes being shipped internationally just based on that pricing.

But at the same time, as Shantanu mentioned earlier, we look at, you know, the volumes that we are shipping in July, and we look at what we have in our plan for the balance of the year, and, you know, we are reaffirming our logistics guidance based on what we see going forward. We are comfortable with that. In terms of any sort of, you know, price adjustment mechanism, we have not had a price adjustment thus far under the new contract, and we did not contemplate that in our guidance for 2025.

Nathan Martin: Got it. That's helpful, Katherine. And then just back to the guidance for a second. I know you reiterated your full-year adjusted EBITDA guidance for the segment. But I do not think I saw any update to the volume guidance. So should we assume you still feel good about handling, I think it was around 22.9 million tons for the full year? And if so, is that, you know, increase in tonnage here in the second half versus the first half mainly expected to come from the KRT expansion?

Shantanu Agrawal: That's right.

Nathan Martin: Okay. Perfect. Maybe just one final one. Again, congratulations on successfully amending and extending your revolver. Obviously, capacity did come down a little bit to $325 million from $350 million. You previously said, I think you expected to borrow about $230 million on the revolver for Phoenix. That lower capacity, does that impact your plans at all there for financing? And then does it still leave, you know, enough room to continue pursuing the GPI project?

Shantanu Agrawal: Yeah. So, Nate, I mean, actually, our borrowing amount for the acquisition is lower. It's closer to $200 to $210 million on the revolver, being more having more cash available on the balance sheet. So we are using that. And then, you know, that leaves us more than enough to do kind of, you know, work through the working capital changes. You know, we have been undrawn on the revolver for, like, at least a couple of years. So that leaves us enough capacity for our working capital day-to-day work.

On the GPI side, now that we have done the Phoenix acquisition, if we do the GPI project, that will lead us into a separate borrowing, and it will all be, you know, some sort of term loan or a note or something like that. So that will be a separate financing deal when we get into the GPI project.

Nathan Martin: Makes sense, Shantanu. And I guess I should just go ahead and ask, you know, are there any updates on that GPI project, any additional thoughts on the discussions you guys are having with Nippon at this point?

Katherine Gates: So we are in active discussions with US Steel. I guess, at this point, we would say US Steel because it is truly, you know, US Steel with Nippon, but we are in active discussions, but I do not have anything to share at this point.

Nathan Martin: Got it. I'll leave it there. I appreciate the time, Katherine and Shantanu, and best of luck in the second half.

Katherine Gates: Thank you.

Shantanu Agrawal: Thank you.

Operator: This concludes our question and answer session. I would like to turn the conference back over to Katherine Gates for any closing remarks. Please go ahead.

Katherine Gates: Thank you all again for joining us this morning and for your continued interest in SunCoke Energy, Inc. We look forward to announcing the completion of the Phoenix Global acquisition. Let's continue to work safely today and every day. Thank you for attending today's presentation. You may now disconnect.

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Blue Foundry (BLFY) Q2 2025 Earnings Transcript

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Image source: The Motley Fool.

DATE

Wednesday, July 30, 2025 at 12:00 a.m. ET

CALL PARTICIPANTS

President & Chief Executive Officer β€” James Nesci

Chief Financial Officer β€” Kelly Pecoraro

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Net Lossβ€”$2 million, or 10Β’ per diluted share, representing a $735,000 improvement from the prior quarter.

Net Interest Incomeβ€”Increased by $896,000, or 8.3%, driven by a 12 basis point expansion in net interest margin.

Loan Growthβ€”Gross loans rose by $47.4 million, with approximately 3% growth, including a $22 million increase in commercial and industrial loans and a $12 million increase in construction loans year to date.

Core Deposit Growthβ€”Core deposits expanded by nearly 4%, or $25.2 million, contributing to total deposit growth of $29.1 million; time deposits increased $3.9 million, offset by a $20 million increase in brokered deposits at lower rates.

Yield on Loansβ€”Increased by eight basis points to 4.8%; yield on total interest-earning assets improved by seven basis points to 4.58%.

Cost of Depositsβ€”Decreased by 13 basis points to 2.62%; cost of funds also fell 13 basis points to 2.72%.

Noninterest Expenseβ€”Declined by $90,000 from the prior quarter, primarily due to seasonal occupancy factors.

Provision for Credit Lossesβ€”$463,000 provision recorded, mainly for reserves on unfunded commitments scheduled to close.

Purchased Loan Activityβ€”$45 million in credit-enhanced consumer loans and $19 million in residential loans were added to the balance sheet; consumer loans up by $76 million year to date through June 30, 2025.

Net Interest Margin Expansionβ€”Net interest margin increased by 12 basis points, marking the third consecutive quarterly improvement.

Tangible Book Value Per Shareβ€”Rose by 6Β’ to $14.87, up from the prior quarter.

Share Repurchasesβ€”406,000 shares repurchased at a weighted average price of $9.42, below tangible book value.

Capital Ratiosβ€”Tangible equity to tangible common assets at 15.1%, among the highest in the industry, according to management.

Asset Qualityβ€”Nonperforming assets and loans both increased by three basis points, reaching 30 basis points and 38 basis points of total assets and loans, respectively.

Allowance Coverageβ€”Allowance for credit losses to total loans dropped one basis point; allowance to nonperforming loans fell to 211% from 230% sequentially.

Loan Pipelineβ€”Letters of intent exceeded $40 million at quarter-end, mainly for commercial lending with anticipated yields above 7%.

Consumer Loan Strategyβ€”CFO Pecoraro said, "We are comfortable going to about 7% to 8% of the loan portfolio over the next couple of quarters" for credit-enhanced consumer loans.

Expense Outlookβ€”Noninterest expenses are expected to remain in the "mid to high $13 million range" over the next several quarters, with potential modest increases for variable compensation in the second half of the year.

Margin Guidanceβ€”CFO Pecoraro said, "We are only looking at a couple of basis point expansion probably in the third quarter," suggesting limited net interest margin expansion in the second half of 2025.

SUMMARY

Blue Foundry Bancorp(NASDAQ:BLFY) reported a sequential improvement in net loss and continued progress on strategic objectives, including portfolio diversification and disciplined capital management. Management emphasized the focus on higher-yielding asset classes, such as owner-occupied commercial real estate and credit-enhanced consumer loans, to drive returns and manage risk. Deposit growth was attributed to deepening commercial banking relationships and new product strategies in a competitive rate environment. Adjustments in deposit pricing, including the introduction of short-duration and eight-month CDs, were aimed at balancing funding cost and customer retention. Share repurchases were executed below tangible book value, and capital ratios remain among the highest in the industry. Asset quality metrics remain stable, with only modest increases in nonperforming assets and loans on a low base.

CFO Pecoraro detailed the future repricing schedule, noting approximately $75 million of loans set to reprice in 2026 at a current rate of 3.75% and $23 million scheduled to reprice in the remainder of 2025.

Purchased credit-enhanced consumer loans carry a 3% reserve, affecting allowance methodology.

CEO Nesci affirmed continued focus on operating efficiency, stating, "We are looking at everything. Constantly, especially expenses," and highlighted ongoing efforts to leverage technology and optimize staffing to control expenses.

Management highlighted strategic efforts to grow core deposits through comprehensive client relationship management, particularly within commercial banking.

INDUSTRY GLOSSARY

Core Deposits: Stable, non-brokered, typically lower-cost customer deposits considered more reliable during market disruptions.

Credit-Enhanced Consumer Loans: Consumer loans structured or purchased with additional protective features, such as third-party guarantees or reserves, to reduce loss risk.

Tangible Book Value: Book value of equity excluding intangible assets, frequently used to assess a financial institution's shareholder value and capital strength.

Full Conference Call Transcript

James Nesci: Thank you, Operator. And good morning, everyone. We appreciate you joining us for our second quarter earnings call. As always, I am joined by our Chief Financial Officer, Kelly Pecoraro, who will review our financial performance in detail following my update. Earlier today, we reported a net loss of $2 million or 10Β’ per diluted share. We are pleased with the progress made toward our strategic objectives in the second quarter, and thus far in 2025. Despite the competitive environment, we are able to grow core deposits and the net interest margin for the third consecutive quarter.

This, coupled with our expense discipline of approximately $1 million versus last quarter, our strong capital liquidity position continues to support our transformation into a more commercially focused institution. This quarter's increase in core deposits reflects the deepening of our relationships with the businesses and communities we serve and marks continued progress. We achieved approximately 3% loan growth during the quarter while improving the yield on our loan portfolio by eight basis points. This was supported by $29 million in deposit growth, including an almost 4% increase in core deposits and a 13 basis point reduction in our cost of deposits. Together, these results contributed to a meaningful 12 basis point expansion in our net interest margin.

Loan production year to date totaled $180 million with $90 million produced during the second quarter at a weighted average yield of approximately 7%. Year to date, our diversification efforts have led to a $22 million increase in commercial and industrial loans, including owner-occupied commercial real estate. Additionally, construction loans increased $12 million while we thoughtfully decreased our multifamily portfolio by $37 million. We also saw a $76 million increase in consumer loans through June 30, primarily driven by purchases of credit-enhanced consumer loans at attractive yields. As we continue to execute our strategy of portfolio diversification, we remain focused on prioritizing asset classes that deliver higher yields and better risk-adjusted returns.

Growth in our owner-occupied commercial real estate and construction lending reflects our disciplined approach to supporting local businesses while managing credit exposure. Additionally, our investment in credit-enhanced consumer loans further enhances returns while maintaining a strong risk management framework. These portfolio shifts are aligned with our goal of driving earnings and long-term value creation. Our loan pipeline remains healthy, with executed letters of intent totaling more than $40 million at quarter-end, primarily in commercial lending with anticipated yields above 7%. We expect this momentum to continue in the coming quarters. Tangible book value per share increased to $14.87, up 6Β’ from the prior quarter. We remain committed to enhancing shareholder value through disciplined capital management.

During the quarter, we repurchased 406,000 shares at a weighted average price of $9.42, a significant discount to our tangible book value and adjusted tangible book value. Both the bank and holding company remain well-capitalized, with tangible equity to tangible common assets among the highest in the industry at 15.1%. Our capital position and credit quality remain strong, and we are encouraged by the sustained momentum across both lending and deposit fronts. We believe these efforts will continue to support balance sheet and income growth in the coming quarters. With that, I will turn the call over to Kelly for a deeper look at our financials. After her remarks, we will be happy to answer your questions. Kelly?

Kelly Pecoraro: Thank you, James. And good morning, everyone. Net loss for the second quarter was $2 million. This is a $735,000 improvement to the prior quarter. We are encouraged by the positive momentum in net interest income, driven by unfunded loan commitments. Net interest income increased by $896,000 or 8.3%, driven by a 12 basis point expansion in our net interest margin. Interest income expanded $725,000, primarily due to loan growth. Interest expense declined by $101,000, reflecting lower deposit costs. The yield on loans increased by eight basis points to 4.8%, and the yield on total interest-earning assets improved by seven basis points to 4.58%. Our cost of funds declined by 13 basis points to 2.72%.

The cost of interest-bearing deposits decreased 13 basis points to 2.62%, and the cost of borrowings decreased nine basis points to 3.3%. Noninterest expense decreased by $90,000 compared to the prior quarter, driven primarily by seasonal occupancy expense. We are pleased that expenses have remained relatively stable over the past several quarters and continue to expect them to stay within the mid to high $13 million range. As we progress toward our growth targets and achieve corporate goals, we anticipate a modest increase in compensation expense in the second half of the year due to higher variable compensation costs.

For the quarter, we recorded a provision for credit losses of $463,000, primarily attributed to reserves required on unfunded commitments that are scheduled to close. As a reminder, in Q3, the majority of our allowance is derived from quantitative models, and our methodology continues to assign greater weight to the baseline and adverse economic scenario. From a balance sheet perspective, gross loans increased $47.4 million during the quarter. Organic growth was primarily in owner-occupied commercial real estate and construction. We also purchased $45 million in credit-enhanced consumer loans and $19 million in residential loans to support our residential portfolio. Our available-for-sale securities portfolio, with a duration of 4.1 years, declined by $2.4 million due to maturities, calls, and paydowns.

This was partially offset by purchases and a $1.7 million improvement in unrealized loss. Deposits increased $29.1 million or 2%. We experienced $25.2 million or approximately 4% growth in core deposit accounts. Importantly, growth in core deposits was fueled by full banking relationships with commercial customers, emphasizing our strategic focus on deepening client engagement in a competitive market. Time deposits increased $3.9 million as we strategically repriced promotional thinking and backfilled runoff with $20 million in broker deposits at lower rates. Borrowings increased slightly to help fund loan growth. Lastly, asset quality remains strong. Nonperforming assets increased due to a slight rise in nonaccrual loans.

Nonperforming assets to total assets picked up by three basis points, and nonperforming loans to total loans also ticked up by three basis points. Both remain low, at 30 basis points and 38 basis points, respectively. Allowance coverage decreased slightly, with the allowance for credit losses to total loans declining by one basis point, and the ratio of allowance for credit losses to nonperforming loans decreased from 230% to 211%. With that, James and I are happy to answer your questions.

Operator: Thank you very much. To ask a question, please ensure your device is unmuted locally. Our first question comes from Justin Crowley from Piper Sandler. Your line is open. Please go ahead.

Justin Crowley: Hey, good morning. Just wanted to start off on the margin and some of the drivers as you look ahead here. Can you quantify for us what loan repricing looks like through the back half of this year and then as you get into 2026? Just any detail on volume and then what the rate pickup looks like. I think you have mentioned previously that it is really next year when you see a lot of that multi-portfolio start to turn, but just wondering if you could put the numbers around that for us.

Kelly Pecoraro: Yeah. Sure. No problem, Justin. You are right. 2026 is really where we see a lot of the repricing taking place. In '26, we have about $75 million that is standing at a rate of about 3.75%. That is due to reprice not exactly equally during the year, but spread over the year in '26. For the remainder of '25, we have just about $23 million that is today at a rate of that is sitting at a rate of 75 that is going to reprice. Important to keep in mind throughout Q3 and Q4, we also have maturities that are coming in. Those maturities, the majority of them sit in the construction portfolio.

And there are current market rates while we have a nice pipeline of construction coming in, as you know, do not fund all upfront. So we will see a little lag in terms of the construction portfolio having maturities.

Justin Crowley: Okay. Got it. And then, I guess, on the CD side and maybe just assuming flat rates for a moment, through year-end. Who knows what we will get out of the Fed? But, you know, has the pricing opportunity there largely grown its course? And so would it really just take lower rates from here to see funding costs move appreciably lower? What is the thinking there?

Kelly Pecoraro: Well, from a CD perspective, we were keeping the book relatively short right around that three-month time frame. But we did introduce an eight-month CD that has extended that maturity. So we will not see that repricing of that book until January or February, as those CDs will mature.

James Nesci: Justin, I think there is also a market component to that question. It depends on what our competitors do in the marketplace. So we are obviously working through the market competition like everybody else, and we are keeping an eye on our deposit base and trying to make sure we produce products that our customers are interested in purchasing.

Justin Crowley: Okay. Helpful. And I guess just sort of putting it all together, obviously, a decent step up in the NIM through the first half of this year. Given kind of all the puts and takes, would you kind of expect expansion to be more limited through the back half of this year with 2026 really being when we start to see kind of more significant improvements in margin?

Kelly Pecoraro: Yeah. Justin, you have it absolutely right. We are only looking at a couple of basis point expansion probably in the third quarter. And then when we get to the fourth quarter, you know, that will depend upon pipeline and what is coming on and what happens in the market. But the expansion will be limited in the back half of the year.

Justin Crowley: Okay. I appreciate that. And then in terms of the consumer purchases, I know in the past, you said there is not necessarily a magic number in mind. But, you know, with the book at 5% of loans today, can you just give us a sense for thinking on adding to that portfolio from here, how that fits in?

Kelly Pecoraro: Yeah, Justin. So right. The it is right now, we are comfortable going to about 7% to 8% of the loan portfolio over the next couple of quarters.

Justin Crowley: Okay. And then can you just remind us that, you know, as far as the credit enhancements that come along with those, can you just boil down the exact structure of these credits and how much in the way of potential loss you are protected from?

Kelly Pecoraro: Right. So these come with a 3% reserve against these credits. So, you know, they do run through our normal allowance calculation. We look to see if there is any additional exposure there. But they are we have a 3% credit reserve against.

Justin Crowley: Okay. And then maybe just one last on a bigger picture question. You know, profitability is obviously still strained here, but at least moving closer to being in the black and, you know, it seems like, particularly next year, there are some margin tailwinds that will help over time. But, you know, is there anything else behind the scenes that you are looking into or weighing, whether that be from an expense standpoint? I know you gave guidance there. So either there or just wherever that could help accelerate that progress?

James Nesci: So what I would tell you is we are looking at everything. Constantly, especially expenses. And I noticed some of the early notes mentioned, you know, expense discipline. Kelly and I are very focused on looking for any dollars we can find. It is expensive to run a bank in today's age. It just takes people to run the bank. We have kept a close eye on our headcount. We have our people working as efficiently as we can. But with AI, we are always looking to gain new efficiencies. So those are the things that we are working through. What else can we do with fewer people and getting a greater output from our existing staff?

So those, I cannot give you a timing of when that happens, but I can tell you that is the type of stuff that we are constantly looking at.

Justin Crowley: Okay. Got it. Well, I appreciate everything. I will leave it there. Thanks so much.

James Nesci: Thanks, Justin.

Kelly Pecoraro: Thanks, Justin.

Operator: Our next question comes from David Conrad from KBW. Your line is open. Please go ahead.

David Conrad: Yes. Hey, good morning. Justin kind of went through the quarter pretty good there. So really just kind of have a very longer-term picture question. Kind of looking regarding, you know, the asset generation, but also kind of tied to the noninterest-bearing deposit levels. You know? I think it is kind of early days on C&I, but are you kind of thinking about, you know, how can we get that mix up and thinking about what type of assets you can generate maybe to grow the noninterest-bearing deposits?

James Nesci: Well, good morning, David. Thank you for joining our call today. Good morning. Yes. We are looking at it. The noninterest-bearing is obviously a key point for us to focus on. So we are not just looking at C&I. We are looking at our commercial real estate borrowers and we are trying to make sure that we get a full relationship from all borrowers, regardless of what asset class they may be borrowing in. And that has been working really well. We believe by providing good products to our customers, commercial or consumer, that we will get more of that core type deposit. And, again, it seems to be working. We are encouraged by that pathway.

And we will keep reaching out to our existing customers on the loan side to say, we really like your full banking relationship. So, yes, that is clearly part of the strategy, and we think it is working and will continue to work going forward.

David Conrad: Great. Perfect. Thank you.

Operator: We currently have no further questions. I would like to hand back to James Nesci for some closing remarks.

James Nesci: Thank you, Operator. I want to thank everybody who dialed in today to listen to the earnings call. Again, we are encouraged by the quarter and what we are starting to see, and it all stems from our dedicated employees out on the line working hard every single day. I want to acknowledge all of our customers and shareholders that have been with us. Some of you for a very long time have been shareholders that have stuck with us as we recreate our strategy and try to drive towards profitability. With that, I just want to say thanks again, and hope to speak with all of you again next quarter. Thank you.

Operator: This concludes today's call. We thank everyone for joining. You may now disconnect your lines.

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  •  

Watsco (WSO) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

DATE

  • Wednesday, July 30, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • Chairman and Chief Executive Officer β€” Albert Nahmad
  • President β€” A.J. Nahmad
  • Executive Vice President and Chief Financial Officer β€” Paul Johnston
  • Executive Vice President β€” Barry Logan
  • Executive Vice President and Chief Digital Officer β€” Rick Gomez

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RISKS

  • Sales declined: Management stated, "Sales declined 4% as double-digit pricing gains for new equipment were offset by lower volumes."
  • SG&A increased 6%: The company incurred extra costs from the A2L transition and the addition of new locations, with core SG&A growth higher than management's preference in a down quarter.
  • Inventory peaked above expectations: CEO Albert Nahmad stated, "it's more than we had hoped for," with Inventory peaked at $2 billion before being reduced to $1.8 billion in Q3 2025.
  • Residential new construction market down 15%-20%: Management cited, "RNC is probably down 15 to 20%."

TAKEAWAYS

  • A2L Refrigerant Transition: Approximately 55% of historical product sales were affected by the 2025 transition to A2L refrigerants, impacting inventory, supply chain, and branch staffing.
  • Sales Performance: Total sales declined 4% as double-digit equipment price gains were offset by lower volumes, with residential and international segments subdued.
  • Gross Margin: management does not expect the 29% gross margin to be sustained in the back half of 2025 ("I don't want us to extrapolate that 29% into the back half").
  • EBIT and EBIT Margin Growth: EBIT increased and EBIT margin expanded, driven by OEM pricing actions and digital pricing optimization, despite lower sales.
  • SG&A Expense: SG&A rose 6% due to transition-related inefficiencies and acquisitions; approximately 25% of that SG&A growth was from recent acquisitions, with core SG&A trending about 4.5% higher.
  • Inventory Levels: Inventory peaked at $2 billion and was reduced to $1.8 billion in Q3 2025, with less than 5% now comprised of legacy R410A and transition in progress to new A2L products.
  • Digital and Technology Initiatives: E-commerce is now a $2.5 billion business, or 34% of our sales; Mobile apps now have 70,000 users and grew 17% versus last year; OnCallAir’s annual product volume increased 19% to $1.6 billion.
  • Product Mix Shift: Parts and supplies, which carry higher margins, constituted about 30% of sales as of Q2 2025; management launched initiatives to expand this segment.
  • AI Implementation: Two AI platforms -- internal and external -- deployed to leverage company and customer data for improved efficiency and growth strategies, with about 21 internal users weekly.
  • National Customer Strategy: Watsco One sales platform targeting multi-location institutional customers is in development, planned for 2026 launch, designed to unify offerings and capture incremental opportunity outside core replacement business.
  • Balance Sheet: Maintains a solid cash position and no debt, providing capacity for ongoing M&A and strategic investments.
  • M&A Pipeline: Management is "having as many of those conversations as we can" regarding acquisitions, with one significant target under consideration.
  • Market Mix Consistency: 85% of products sold remain at minimum efficiency levels in the first half of 2025; shift to lower-branded products has not occurred.
  • Regional Weather & Demand: Weak volume performance in May was attributed mainly to adverse weather in the North; improvement was noted into July (Q3 2025).

SUMMARY

Watsco (NYSE:WSO) management directly addressed ongoing challenges related to the large-scale product and regulatory transition in 2025, highlighting operational complexity and near-term margin opportunities. Strategic technology investments are accelerating digital channel growth, data-driven pricing optimization, and sales to multiregional institutional customers. The company emphasized that recent peak inventory levels reflected temporary needs of the product transition, with systematic reductions underway. Watsco’s leadership detailed margin drivers and clarified that the extraordinary gross margin performance in Q2 2025 reflected both pricing and mix, not sustainable run rates. The management team remains focused on monetizing technology adoption and expansion of higher-margin parts, while actively positioning for consolidation opportunities in a fragmented HVAC distribution market.

  • President A.J. Nahmad said, "We have accelerated adoption of our pricing platform PriceFX. Our goal is to reach a 30% gross profit margin."
  • OEM pricing actions early in the quarter were cited as amplifying near-term margin, with Barry Logan stating, "there is obviously an algebraic benefit to margin when OEMs raise prices."
  • Watsco’s e-commerce now constitutes 34% of sales; Mobile apps serve 70,000 users; OnCallAir drives higher attach rates for high-efficiency products when utilized by contractors.
  • There was greater than 80% A2L sell-through by quarter end and less than 5% of inventory remaining as legacy
  • Management’s "dream plan two" targets $10 billion revenue, 30% gross margin, and five times inventory turns, with the latter up from pre-COVID levels of 4.5x on investments in inventory systems.
  • The chief digital officer stated, there has been about 200 basis points of gross margin expansion attributable to this price optimization and bringing more technology to how we price over the past two or three years.
  • Tariffs and metals inflation are beginning to impact input costs for non-equipment segments, notably a 10% increase cited on copper-heavy products.
  • Softness in residential new construction and international sales continues, but July showed sequential improvement over June, and management expects improved efficiency in SG&A as the transition winds down in the second half of 2025.

INDUSTRY GLOSSARY

A2L Refrigerants: New-generation, low-global-warming potential refrigerants with mild flammability used to comply with updated environmental regulations in HVAC equipment.

R410A: A widely used legacy HVAC refrigerant being phased out due to environmental regulation.

OEM: Original Equipment Manufacturer; refers to companies that produce HVAC units Watsco distributes.

OnCallAir: Watsco’s digital sales tool enabling contractors to recommend and sell HVAC products more effectively, with a proven impact on high-efficiency sales mix.

PriceFX: Watsco’s proprietary pricing technology platform used for dynamic price optimization.

Watsco One: Forthcoming unified digital sales and service platform tailored to large institutional, multi-location HVAC customers, scheduled for launch in 2026.

RNC: Residential New Construction; market segment focused on sales of HVAC products for newly built homes.

Full Conference Call Transcript

Albert Nahmad: Good morning, everyone. Welcome to our second quarter earnings call. This is Albert Nahmad, Chairman and CEO. And with me is A.J. Nahmad, President, Paul Johnston, Barry Logan, and Rick Gomez. Before we start, our normal cautionary statement: This conference call has forward-looking statements as defined by SEC laws and regulations and are made pursuant to the safe harbor provisions of these various laws. Ultimate results may differ materially from the forward-looking statements. Watsco delivered healthy second quarter results in soft market conditions. I should say 2025 marks a year of significant product transition to next-generation equipment containing A2L refrigerants. The transition affects roughly 55% of our historical product sales.

This transition affects our inventories, our supply chain, staffing levels in our branches, and other aspects of our business. Regulatory changes have historically been good for our business and good for our customers. We expect that transition to be no different than has happened in the past. The changes are substantial and complete, and we'll look forward to operations and simpler business in 2026. Let me turn to second quarter highlights. Sales declined 4% like the double-digit pricing gains for the new equipment, offset by lower volumes. We had a late start to the summer season. Sales for residential, new construction, and international markets remain subdued. On the plus side, Watsco achieved record gross profit margins.

Our performance yielded an increase in EBIT and expanded EBIT margins despite lower sales. Our results benefited from OEM pricing actions. Our pricing technology platform called PriceFX also contributed. Gross margins remain a focus. There is much potential to improve over time. SG&A increased 6% as we incurred extra costs during the transition. We also added 10 new locations from recent acquisitions. Our balance sheet remains solid. We have a strong cash position and no debt. We continue to invest in innovation and technology to separate us from our competitors. Watsco's technology journey began fifteen years ago, and we have made terrific progress.

For example, e-commerce continues to grow and is now a $2.5 billion business, or 34% of our sales. Mobile apps have now 70,000 users and grew 17% versus last year. The annual volume of products sold through OnCallAir, which is our digital selling platform for customer contractors, increased 19% to $1.6 billion. It's a great assist to our customers. But we're not standing still in terms of ideas and making further investments. We are building on or adding new initiatives to drive growth and to delight our customers. Examples include a new technology-driven sales platform being developed to capture larger national customers. We're talking about national customers here.

This would be incremental to Watsco's core replacement vehicles and is expected to be launched in 2026. We have accelerated adoption of our pricing platform PriceFX. Our goal is to reach a 30% gross profit margin. We have launched an initiative to grow the parts and supplies segment of our business, which today is roughly 30% of sales and can be much larger over time. And we launched two AI platforms, one internal and one external, to harness our data. Artificial intelligence offers the potential to further transform our customer experience, improve operating efficiency, and create new data-driven growth strategies. This is an exciting time, and these are just a few of the many initiatives underway.

Now we will expand on these themes at an investor event in Miami, which will occur after temperatures have dropped a bit. Stay tuned for additional details. Finally, we believe our culture of innovation, along with our scale, entrepreneurial culture, and capacity to invest, are unmatched in our industry. With that, let's turn to Q&A.

Operator: We will now begin the question and answer session. To ask a question, you may press star then 1 on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. And if at any time, your question has been addressed and you would like to withdraw it, please press star then 2. At this time, we will pause momentarily to assemble our roster. And our first question here will come from Ryan Merkel with William Blair. Please go ahead with your question.

Ryan Merkel: Good morning, Ryan. Hey. Good morning, everyone. Good morning. Alright. My first question is just, you know, on volumes in the quarter. Were a little bit worse than I was expecting. I know you mentioned weather, H2L, new. Would just love it to hear from you, you know, I'm gonna ask both Paul and Barry to respond to that. Not as strong as we anticipated going into Q2. You know, what we saw was a kind of a lumpy picture in the marketplace. Where April came in strong, May ended up being very weak, mainly because of the weather patterns in the North. And then in June, they came back again. And it was sure.

You know, RNC is probably the our new construction new construction is probably down 15 to 20%. Replacement is still holding fairly strong. We didn't really see a lot of repair at the beginning of the quarter, which we saw towards the end of the quarter and continues into July. But not enough to offset, you know, the unit sales that were certainly down I mean, on international sales. Yeah. I'll comment on that. Also, on one of the exposures we talked about in the first quarter that repeated itself in the second quarter, was our international, which is Mexico, Mexico is probably the most volatile market.

It's a small part of our business, but a big contributor from a margin point of view. Mexico was down well, let's put it this way. It cost us about 10Β’ a share in the quarter. 20Β’ a share year to date. In June, it grew. In July, it's grown since then. So I'll take kind of one market that's been irritating which seemed to be a lot better in the last couple of months. As far as July goes, Ryan, I would say it's better. August is bigger than July in our forward-looking commentary.

So if I say that July is better than what we saw in June, that's okay, but it needs to extend itself and extrapolate itself as the year goes on. The good news is that in general, you know, what we can control is margin, pricing, and the wherewithal of our business to support all these new products in the market with our customers. I'm glad we have our balance sheet to do that with. Because it's been a pretty extraordinary product change this year. You can see the building of inventories. That's a customer-focused effort to help our customers get going in this market.

The margin speaks to capturing new pricing on as we say, over half the products we sold we sell, we had to capture price inflation since that price and get off on the right track in margins and be able to say, that's been accomplished. So we like what we can control. We'll be patient about what we can't control. And I think also maybe this is more of a 2026 discussion. But, you know, the entire industry, every OEM we sell products for have been through an extreme product cycle probably for the last two or three years.

And at what point does that serenity, you know, play itself out in terms of growth and market share development and product expansion the blocking and tackling that I think, is particularly good for us and that we're good at. So maybe that's more of a next year event, but we're kinda looking forward to it quite honestly. Yeah. That's fair. Okay. Since you mentioned gross margin, that was the other, you know, metric that was really strong this quarter.

Albert Nahmad: My sense is it's both price cost and initiatives, but you know, my question is I don't I don't want us to extrapolate that 29% into the back half. So just how sustainable is that? Was 2Q kind of temporary due to price cost timing?

Barry Logan: Go ahead, Barry. Yeah. Yeah. I think there is obviously an algebraic benefit to margin when OEMs raise prices. In April and May, we talked last quarter that OEMs had faced some inflationary realities going on with tariffs and raw materials and so on. On top of the like-for-like price increase on the new product they introduced inflationary pricing, early in the quarter. That clearly, you know, helped build a bigger margin this quarter, and the benefit of that you know, kind of. But I'm the one that probably three years ago, talked about 27% as a floor, as a benchmark.

And I, you know, I stand by that, obviously, and if I say now 27% plus I would expect that for, you know, the last half of the year. But we won't have the benefit of those pricing actions that you see in the first half of this year. So somewhere in between would be my conjecture and the market will play out and determine what it is. But so I think I think we have a chance to beat our benchmark and but not have the benefit that we saw as extraordinarily this quarter. In terms of pricing.

Ryan Merkel: Well, that's great. We had very unexpected. Yeah. Thanks. Just wanna add. I mean, this is A.J. Nahmad. Just real quickly. I mean, there is the benefit on the OEM price increases, but also the efforts we're making on our price optimization and the leadership of those teams and the pricing teams. That's also working. So it's a combination of both, but we continue to put points on the board in terms of the pricing efforts that we're taking internally. Yeah. I'll add that. As we move our product mix, which I mentioned in the opening statements, towards parts and supplies, and that's what we're focused on with our technology.

That by its nature, carries a higher margin than equipment sales. So our product mix, hopefully, sometime later this year or into next year, we'll improve margins too because parts and supplies carry higher margins.

Ryan Merkel: Thank you very much. I'll pass it on.

Operator: And our next question will come from Brett Linzey with Mizuho. Please go ahead.

Brett Linzey: Good morning. Yeah. Maybe just a follow-up on that. Let the last point there. So if you could maybe just unpack the year-over-year gross margin contribution. Is there any way to delineate that between the pricing optimization tools versus the parts mix versus some of that raw pricing in just in the marketplace in the quarter? That's an interesting question. Who wants to deal with that?

Rick Gomez: Yeah, Brett. I'll take a stab at that. This is Rick Gomez. This is directional because there's, you know, a lot of art and a lot of science to this as well. And but it's not all science. So when we look at the quarter, there was and when we look at the year as well, pretty consistent. There's about 50 to 60 basis points of gross margin enhancement that we can attribute to the day-to-day job of a distributor in the market. And so gross margins would have been in the high 27s. Absent any of that inflation, and the inflation helps but it's not something that you can underwrite, you know, perpetually, obviously.

So that's what it's amounted to. The way, that's been pretty consistent. If I look back, maybe two or three years in the data, we've been at that you know, we can aggregate and say there's been about 200 basis points of gross margin expansion attributable to this price optimization and bringing more technology to how we price. Keep in mind that the complexity of price in the industry is something that generally benefits a distributor. What I mean by that is that virtually every SKU has a different price to every customer. And so to imagine that we are optimized, well, it's the opposite. We're far from optimized.

And that's why we think there's so much room still to go. And, oh, by the way, just to finish, the thought is that during that period of time, we've also gained market share over that three-year period, if I measure it. So that's mainly attributable to all the technology. And my point there is that has not borrowed from customer acquisition and market growth at the end.

Brett Linzey: No. That's very helpful. You know, appreciate that. And then just a follow-up on the cylinder shortage. Sounds like you guys think it abates by the second half. I know some of the peers think it does persist into the second half. So maybe what was the impact do you think in quarter from the shortage situation? And then are you assuming that some of that does carry into H2?

Paul Johnston: Yeah. I think, you know, what this is Paul Johnston. What we had was we had an allocation situation where we were being allocated refrigerant. What the OEMs did was they came through and did an overcharge in the unit so that they didn't require as much, you know, field installation type refrigerant. And so it's become less and less of a concern as time goes on, as our allocations continue to increase. We feel good that sometime in August, we should be off of allocation. And I think it was very irritating. It was very disturbing that we had to go through that.

But I don't think that really is the total cause of why the market was slower than what it was.

Brett Linzey: Thanks for the color. Yeah. Just editorial on that. I you know, the like-for-like SKUs that we're selling now, A2L versus the prior is a 10% difference in price. And a speed bump on the canisters or refrigerant is that. A speed bump? And the transition itself, if we look forward again to that word serenity I used earlier. We're looking forward to it.

Operator: And our next question will come from Tommy Moll with Stephens. Please go ahead with your question.

Tommy Moll: Morning, Tommy Moll. Morning, Albert Nahmad. Thanks for taking my questions.

Albert Nahmad: Of course.

Tommy Moll: Wanted to start on inventory. Maybe you could characterize for us the investment there versus what you would have expected to need for the transition. Just in dollar terms, is it about what you would have soft circled or maybe a little elevated anything you can do to frame that for us and then also how you think it might trend over the next couple quarters?

Albert Nahmad: Well, the honest answer is that it's more than we had hoped for. And some of that is because we expected not to have the unusual demand industry demand that we the lower industry demand. So we peaked at about $2 billion. But we are now very focused on what to do about it and we've lost in terms of inventory investment, $200 million so far in the third quarter, we're down to $1.8 billion. And plus this transition of product you have to have the old and you have to have the new on the equipment side. And we'll transition out of the old before the end of the year. And that will help reduce the inventory investment.

Paul Johnston: That's a very good question. I'm very dedicated to increasing our inventory turn. And it's been a rough time to do that, but I think that.

Albert Nahmad: Yeah. Pretty stoked.

Paul Johnston: Oh, go ahead.

Albert Nahmad: Yeah. On a raw number basis, you know, we had double inventory. We had about 5% of the total inventory was four ten, and then we had the more expensive A2L product in there. So we probably had a 15% rise just between what we had in four ten left over. And what we experienced when we had price increase. The balance of it is exactly what Albert Nahmad said. You know, the demand just wasn't there to be able to take the inventory back down. That you're going to see come down at the end of the third quarter.

Tommy Moll: Thank you both. As a follow-up, wanted to ask about the M&A environment and pipeline hasn't gotten a ton of airtime lately, but how can you characterize that for us?

Albert Nahmad: That's a very good question. We are eager to see what owners of distribution businesses and HVAC are going to do with this existing very soft market. They may do nothing. They may continue or they may say, well, now it's time to do something. In terms of an M&A. And, of course, we have a great reputation with distributors because the way we treat sellers, we're very careful about relationship build continuing post-acquisition with the pristine leadership of the business acquired. So I can't say it's gonna happen, but I'm sure hoping. We have a very, very strong balance sheet. We could take advantage of opportunities as they come.

That I cannot I can only tell you that well, I can't disclose it, but there is one that we think that without disclosing much more than that, that is of size. We'll see how that turns out. It's still under study.

A.J. Nahmad: Yeah. I would say rest assured we're having as many of those conversations as we can. We're super ambitious, and we have the balance sheet. To support anything we want if we can manage to muster up. So hopefully, it can be an exciting period in M&A.

Tommy Moll: Thank you both. I'll turn it back.

Operator: And our next question will come from David Manthey with Baird. Please go ahead.

David Manthey: Morning, David Manthey. Hey. Good morning. Was wondering if you had any thoughts on consumer preference during this product transition, like are you continuing to see a premium on the R410 systems? And then as people are buying the A2L, are they gravitating to one end or the other?

Albert Nahmad: I wonder who in our Oregon who in our team can respond to that.

Paul Johnston: Well, Paul Johnston, are you the one, Paul Johnston? You always are. Yeah. The industry really hasn't popped as far as high-efficiency product. You know, it's still at the entry level. I mean, we're at you know, basically using the old SEER rating. We're at we're at above 15 SEER for minimum efficiency. So it's high-efficiency product. So we really haven't seen a change in the direction of the industry. It's still very much sliding along the idea that it's going to be whatever the minimum efficiency is. And that represents probably 85% of the market. That has not changed. And then when you get into the brands that we're selling, the brands have been consistent throughout the year.

And they continue to hold steady. You know, we're seeing the Carrier brand and the Rheem brand you know, and the Goodman brands all doing their job and holding up their share of the business. We're not seeing a migration to a lower branded product. No.

David Manthey: David Manthey, I was just to just to just to add to that for the fun of it. If I look at brands, products, markets, customers, geographies, north and south, east and west, and we're selling, you know, close to 20 brands. The first half of the year is very consistent amongst you know, that collection of data points. So nothing stands out, Dave, and I don't think this has been disruptive to what kind of the baseline products being sold is going on.

A.J. Nahmad: Yeah. The exciting anomaly, though, and I think it's in our press release, is OnCallAir. When our customers are using the tool that we've created for them, which we call a sales engine, they are selling high-efficiency systems at a much higher rate, like the inverse amount. Meaning, I think it's, like, 70 or 75% of the time, a contractor is selling using OnCallAir. They're selling high-efficiency systems. When we can help influence that through that tool, that's powerful because the consumer gets a better product, the contractor makes a bigger ticket. As do we. It's a win-win-win.

David Manthey: It sounds good. Thanks for all the color there. My follow-up it's the first time we've seen other do better than the equipment in a long time. And as Paul Johnston said, the residential new construction is not helping. I assume all the ductwork and thermostats and things in the other category. So should we not read into this that there's a stronger fix versus replace trend this quarter? Or is it I don't know, commodities, or I'm just making this up. But any thoughts on that?

Paul Johnston: That's pretty small. You know? When you take a look at the entire marketplace, you know, you just take compressors. You know? The normal demand for compressors in The US was about a million two to a million three. And the balance of them go warranty. Because you have a five and a ten-year warranty on most of the equipment. You take a look at the equipment side, it's seven to 8 million units. So for the offset of a down market, on the unit side, through additional parts, yes, it's gonna help our gross margin. But, no, it's not gonna help the top line. It's not gonna help your revenue line.

The ratio is just too great between what parts represent versus equipment. Are we seeing an uptick? Yes. We started seeing an uptick in June. Which historically is the month in which you're going to see that up. It's continued into July, but we really haven't seen a radical increase in units. We've seen an increase in dollars more than we have units.

Albert Nahmad: Now let's not mislead either. Our sales in the new quarter are not they're pretty flattish. Small incremental. Low digit increase. They're not it's nothing that does not signify a major double-digit increase yet.

David Manthey: No.

Albert Nahmad: Thanks very much, about you yeah. When we talked about unit growth of compressors and coils, things like that, year to date is single digit. It's not, you know, it was not an avalanche of transition to that. It could be us just selling more compressors in the market. And I think you heard Carrier talk yesterday very directly about that, and they're talking to you know, 150 independent distributors when they're answering your question to that. So it's obviously an opportunity to sell more parts, but the wholesale trend is not something that I think is quite in the numbers yet.

David Manthey: Yeah. Thanks, Barry. Well, and somebody mentioned earlier, the M&A. We're very eager to do more M&A. Sometimes opportunities arise when you have these kind of markets. I'm sure hoping for it. Are we shut down again?

Operator: Oh, our next question will come from Jeff Hammond with KeyBanc Capital Markets. Please go ahead.

Jeff Hammond: Morning, Jeff Hammond. Good morning, everyone. Is this Real Al or AI Al?

Albert Nahmad: It's a combination.

Jeff Hammond: You have to figure it out. You see? I know it's the real Al. Yeah. That's a good one. Yeah. To clarify on the flattish sales comment, was that parts for July, or is that overall?

Albert Nahmad: Overall.

Jeff Hammond: Okay. Overall. And then just on invent back to inventories, can you just you know, maybe talk about you know, where you wanna ultimately get your turns to? I know you were kinda running four and a half. Turns a year, you know, pre-COVID and pre all these regulatory changes, and now you're kinda three to three and a half. And know, kinda where you see that happening over and over what time frame?

Albert Nahmad: Well, first of all, let me compliment you on the day. You're right about those turns. I'd like I'm not I'm not gonna put a time limit on this, but I'd like to get to five. At some point in time, giving all the technology we're investing in it, I'd like to get to five.

Paul Johnston: I mean, you could think about it. Pre yeah. Pre-COVID, we were at four and a half. We didn't have the technology investment in inventory systems and the management systems that we currently have. So as we come out of it, I think Albert Nahmad's goal of five is very attainable.

Albert Nahmad: We have what we call the dream plan. We may have mentioned it before. Actually, dream plan two because the dream plan one was achieved after three years of effort, and dream plan two is a new. I mean, may take three years to do that. Dream plan two is $10 billion in revenue, 30% in gross profit margin, and five times on the inventory turn. And that's the those are the targets that we're focused on.

Jeff Hammond: I remember when it was 10% growth and 10% margins for a $100. You guys blew through that one.

Albert Nahmad: Believe it or not, though. Believe it or not, that was twenty years ago.

Jeff Hammond: Yeah. Boy, that's this is a hell of a history lesson here today.

Albert Nahmad: Yeah. Yeah. That's pretty impressive. Yeah. I'm so impressed. For the and for those 20-year-old listening to us, Jeff Hammond is right. We're call Pan and Chemicals a 100. It was called ten and ten equals a 100. We got our management team together and rallied around that. Many of them thought Albert Nahmad was out of his mind. And, obviously, we've blown past that, you know, some time ago.

So we reinstituted that cultural you know, kinda concept about six months ago, actually, a year ago, and got everyone together and some of the initiatives that you're not asking about today that you will ask about as we develop them is built on that dream plan two concept and if we got had 75 other Watsco core managers on this call, you would you'd be able to ask them about it, not just ask us just know that culturally, those kind of things go on, and we have fun with it.

A.J. Nahmad: Yeah. And culturally, I mean, really, the takeaway is that we're super ambitious. And that's why we're investing in these big goals that we expect to hit. In time.

Albert Nahmad: And truth is that we also have an equity culture. That really inspires people to achieve and to meet the goals set by senior management. Which means what is the equity culture? Many, many, employees hold the Watsco shares. Either through a 401k or through the different stock plans. And we like that. We like the ownership culture to be spread out. Throughout the organization. It's very unique. And it's very extensive. And so that ownership culture drives their desire to meet goals, I think. And I've always used it, and it's been working. And I expect it to continue working.

Jeff Hammond: Great. Thanks for the time, guys.

Operator: And our next question will come from Patrick Baumann with JPMorgan. Please go ahead.

Patrick Baumann: Good morning. Morning. Thanks for taking my questions. Maybe I was just curious if you could provide some examples of the large enterprise institutional customers that you cite as offering emerging opportunities for growth? Like, and what and what exactly are you doing to go after them?

Paul Johnston: Sure. Sorry? Paul Johnston? Go ahead, A.J. Nahmad. I would I would have A.J. Nahmad into that. Yeah. A.J. Nahmad? Yeah. So I'll jump in first.

A.J. Nahmad: And know, we teased some of this in our press release and also teased that we want you guys to come down to Miami and spend time with us. And see it and hear it and feel it more succinctly. But it's a there are macro trends going on in our industry including private equity, trying to buy up and consolidate contractors. And between that and home warranty companies and other institutional type customers, they're emerging and have emerged would call it, multi-location contractors who may have some business in Florida, some in Texas, some in Tennessee, you name it. And with our size and scale, we should be able to we should be their preferred vendor.

We should be the most exciting place for them to buy product. But don't necessarily have a unified experience for them to take advantage of our whole offering and our whole scale. That's what we're building. We call it Watsco One. And it will be a it'll be exactly that. It'll be one interface for these large institutional type contractors to buy and secure the products that they need from any of our locations whenever they need it.

Patrick Baumann: Interesting. Is it doesn't. Right. It huge undertaking. It doesn't sound that way just using words. But we are a very, very decentralized system. And to aggregate to meet to aggregate ours. Our inventories, and our pricing systems, and all our support systems to meet the needs of a large national customer. That is it takes a lot of lot of initiative. And we're investing to compare all those tools to do that. But it should have a very significant impact once we've accomplished it. Because no one else has these capabilities.

Patrick Baumann: A follow-up to that. Would you see selling to, like, a larger national account contractor any different than I guess, you said it is, but, like, in terms of, like, they're buying capacity, is that something that you would see as a headwind for your gross margin over time?

Albert Nahmad: Of course. That's one of the Yes. One of the elements.

A.J. Nahmad: Would say yes. But we can also we also have the opportunity to sell them a lot more parts and supplies. But which has been discussed earlier. Have a higher gross margin profile. Right. That's why I think it's not so the answer is not so linear, Pat. It's because today, when we look at those big institutional type accounts we're largely selling them equipment, and we're selling them equipment in bulk. And so to broaden that offering means we're taking all else equal we're taking a customer, and broadening the mix of products we sell them, and that's generally accretive to margin at the end of the day.

Patrick Baumann: That makes sense. Okay. Yeah. I just Pat, I'm just gonna say this again for the more for the fun of it. I mean, a great home service is business you could invest in the last fifty years as Rollins. If you don't know the company, look it up. Mean, technology you know, deployed at Rollins you know, yielded 10% higher EBIT margins for their business over time. Right? So the question is, in our partnership with any customer of any size, do we have a business model, an that can help them grow, help them price products, help them you know, operate their business twenty-four seven. You know?

So part of the visibility of what we've done for most smaller contractors, the question is, is that a pliable technology for larger accounts and larger contractors? And it's not about just selling more stuff. It's about helping any kind of size customer operate their business more profitably through us. And our products just happen to be the one they'll scale with to do that with. So this is as much of a technology play as it is a product or any other, you know, any other kind of label you might put on it?

Patrick Baumann: Thanks. Thanks for the color. Sounds interesting and exciting. Maybe just switching gears on my next question on the operating cost side. I think you cite something in the release about targeting cost efficiencies for the rest of the year. Could you provide any color on, I guess, one, the 6% growth rate in the second quarter of SG&A expense? You mentioned cost of the A2L transition. I don't don't know how that kinda made it made it to SG&A, but if you give color on that. And then can you bend that growth rate in the second half with some of the cost efficiencies you're targeting?

A.J. Nahmad: Sure, Pat. I can I'll take a stab at the so first, let's take let's start with the 6%, and we said in the release that we made some acquisitions. We've opened some new locations. So about 25% of that 6%, is attributable to that. So you can think of you know, core SG&A growth, if we call it that, more in the four and a half percent range. Which is still, you know, higher than it should be in a down quarter. But that's kind of our starting point as we think about it.

Then when you think about just the day-to-day life in a branch, during a transition, if we have more inventory, it means that we've received more inventory. It means you need more people receiving that inventory. It means that you have more trucks coming to your locations. It means that you know, you're not optimizing, you know, what you have. It's not business as usual in the day-to-day of a in the day-to-day life of a branch. During such a large-scale transition and to underscore something we said earlier and mentioned in the release, this impacted every domestic location we have in The US, about 650 of them.

So that's where there was some inefficiency, as I would say, in the you know, the labor and the logistics side. And do we think we can bring that down and bring it more into balance in the end of the year? The answer is yes. Our leaders are working on that right now. One of the things that should naturally help that is that when we look at our inventory today, about five to 7% of that inventory is four ten a product. Which means we've largely received all the new product we're gonna get, and we've largely worked out of all the old stuff.

And that means that the branch can't get back to kind of its routine and should be a little bit more efficient in the back half of the year.

Paul Johnston: Yeah. Just to say it a little. My way. You know, as we sell through four ten a product, we need to make sure that we have system matchups that are selling in location. So there's a lot of transferring product within our network to make sure that we have the right systems in place that are sellable in a market where they are selling. If that makes sense. So there's some extra cost that's gone into that as well.

Patrick Baumann: That makes a lot of sense. Thanks a lot. I really appreciate the color.

Operator: And our next question will come from Damian Karas with UBS. Please go ahead.

Damian Karas: Hi. Good morning, gentlemen.

Albert Nahmad: Good morning.

Damian Karas: I'm curious how you're thinking about pricing through the rest of the year. On the equipment side, know, our price is pretty much set. For the rest of the year, and you're just gonna continue to get that benefit of the higher value mix flowing through. Top line. And do you foresee any changes on your parts and commodity supplies that respect to price? And just thinking about you know, further metals inflation and tariffs?

Paul Johnston: Yeah. I don't think on the equipment side, we're gonna see a lot of price increases going forward. On the non-equipment side, you know, Friday is copper day. 50% tariff start on copper. We've already seen about a 10% increase on some of those products that are heavily endowed with copper. So, you know, it's just it's just a matter of wait and see on some of the non-equipment type product. I think the equipment is pretty much in place, though.

A.J. Nahmad: Understood. Yeah. I would just say, let's just make sure, you know, when we I think what we're talking about is cost. Costing you know, the cost of our products and our equipment products I don't think we're expecting much change from our OEM partners. But on price, meaning our price to our customers, that's a con that's what the tooling and the technology enables. It's because every different customer has a different price on every product we sell and every region and every market. That complexity is opportunity. Trends and patterns and anomalies and outliers and segments that should be priced appropriately.

And so we run different I call them plays where we can measure and track when we make a change and that customer's price or a customer segmentation price or a cohort of customers pricing on different products. We can take that to market. We can measure and track, and we can see the impacts. And either double down or go on to the next play. So pricing will always be opportunity just to clarify that costing versus pricing.

Damian Karas: Got it. Got it. That's helpful. And I know this is never an easy task, but if you had to guesstimate, if you will, how much of a headwind to volumes in the second quarter do you think are attributed to are attributable to weather and the canister shortage you know, versus weaker housing and underlying, market demand? You know, I'm just trying to get a sense for what underlying demand might look like as you move past these more transient issues.

Paul Johnston: Yeah. I don't I know if we can I don't think the canister is a business. Yeah? Have anything to do with, with sales the second half of the year. You know, as far as the refrigerant we receive. I think it's gonna be what the consumer feels like, what the weather patterns are gonna be like, how we're able to react and meet inventory demands that the consumer need or that the contractor needs to handle the consumer. I think it's just gonna be blocking and tackling in the second half.

A.J. Nahmad: Yeah. I mean, I think real it's all been said, but has gotta be the noisiest year in HVAC ever be between the tariffs and the weather and consumer confidence and the canister shortages and the home building changes and interest rates and trading homes isn't happening as frequently. I mean, there's just so many things going on at macro levels, most of which are out of our control.

So it's a lot of noise in the industry, and our job is to win in any environment and emerge bigger and stronger and more profitable and take more share from our competitors, and that's I like where we sit in that equation because of our scale, because of our balance sheet, because of our willingness and ability to invest in technology. You know, I'm very, very pleased to be Watsco given all this noise.

Damian Karas: Really appreciate your thoughts. Good luck out there. Thank you.

Operator: And our next question will come from Nigel Coe with Wolfe Research. Please go ahead.

Nigel Coe: Good morning, guys. Appreciate all the color. Hi, Albert Nahmad. So just I think you mentioned four ten a well, 60% or thereabouts. For the quarter. I'm just curious how that trended or maybe where that's trending you know, right time you know, right now real time. And any concerns that you're holding too much for any inventory just given the demand weakness? And, you know or do are you are you confident you'll be done with that transition, you know, this quarter?

Albert Nahmad: I'm chuckling because that's very much on my mind. And, yes, we're doing something about it. So that we don't have that risk. And, Paul Johnston, you can answer in some detail if you'd like.

Paul Johnston: Yeah. It's less than 5% of our inventory at the pleasant time. You know, where we're really, you know, working our butts off is be able to get the right combinations that A.J. Nahmad mentioned before. Gotta have an indoor unit to go with the outdoor unit. And as you sell the inventory down, the pond gets lower, you end up with an indoor unit sitting in one city, and you end up with the outdoor unit in another. So we're putting those pieces together, which is gonna be a drag on SG&A know, with freight. Know, for a period of time here. But I think each one of our companies hear about it continuously that we need to reduce.

We need to keep the focus on four ten, get rid of it, and focus then on being able to sell the A2L product that we've got.

Nigel Coe: Does that mean that you give.

Paul Johnston: Yep. Yep. Yep. Sorry. Does that mean you're incentivizing, you know, that sell through of that? Sorry. Sorry.

Albert Nahmad: For cutting off that, but any does that mean you're incentivizing that process to make that happen?

Albert Nahmad: That's not how we work. We deal with the markets on a decentralized basis. Those are local decisions made by the local entities that we have.

Nigel Coe: Okay. And, Nigel Coe, I would just add to that. Just to add very quickly in terms of the progression of A2L. It's progressing very, very well. I mean, we ended the we exited the quarter in June with more than 80% sell through of the A2L product. And so that's a function of, obviously, diminishing inventory of four ten a, It's also a function of contractors transitioning and adapting well to the product. So, at this point, it's greater than 80% of our sell through as you'd expect.

Nigel Coe: Okay. That's great color. And then my follow-up is you know, what we've seen from you and from your suppliers is tremendously strong price prices holding, which is good news, but, obviously, volumes are incredibly weak. What are you hearing from your contractors? So are they are they asking for you know, some incentives here to try and stimulate some movements? Or are they content to just wait for rates to turn and perhaps demand picks up? Are you starting to get more inbounds on price reductions or discounts or incentives?

Paul Johnston: I don't think we're really getting a lot of feedback on getting lower prices in the market. There's not elasticity to market. If we drop the price two or 3%, it's gonna it's gonna stimulate a 10 or 12% increase in volume. Ain't gonna happen. So, you know, I think the contractor always wants the lowest price, the best price in the marketplace. So that they can compete fairly. But I don't think we're getting a lot of a lot of pushback right now from most of the contractors on the price.

Nigel Coe: Okay. Makes sense. Thanks, guys. Appreciate it.

Operator: And our next question will come from Sam Schneider with Northcoast Research. Please go ahead.

Sam Schneider: Hey. Hi. Looking forward to morning. How are you? Good. Looking Thank you. Looking forward for an excuse to come down to Miami pay for by my employer. So thank Well, you heard it. You did hear loud and clear. Right? Yeah.

Albert Nahmad: Oh, yeah. Let's wait till it goes out. That was great.

Sam Schneider: We'll welcome you when you're coming.

Albert Nahmad: Oh, yeah. No. Thank you.

Sam Schneider: So, look, just focusing on the mix shift which seemed to benefit margin. On parts. I was wondering if the shift was you know, in part at all due to the canister shortage where have people do more repairs. For the time being?

Paul Johnston: You know, most of the most of the canister shortage occurred in the first and the first in the second quarter. And it was something that we worked our way through. We made it through it. Now, as I said, we're seeing a lot more inventory coming in. It's going out as quickly as it comes in. I see it stopping sometime in early August. Early August is, what, two weeks away. So I don't think it's really playing on demand right now as heavily as it was before. I don't see any bubble capening on repair versus replace because of canisters.

Sam Schneider: Got it. Okay. And then just a real quick follow-up. Sort of on the same topic. But any sort of sizable shift to R32 based systems and if so, is that a temporary thing or more permanent in your view?

Paul Johnston: Well, it's only one manufacturer. Daikin, which we represent very proudly, with our Goodman and Amano lines, is R32. Rest of the industry is four fifty-four. So what we've seen is we've seen you know, excellent response from Daikin. To be able to help us with the 32. There hasn't been a shortage of 32. You know, when you get into the four fifty-four, it's been Carrier, Rheem, American Standard, All of them sell four fifty-four units. Roughly 70% R32. It's a blend. Of 32 plus twelve thirty-four y f.

Sam Schneider: A big one. Are you seeing?

Albert Nahmad: That's happened three times, Harry. Yeah.

Operator: It paused the Operator, are you there? Yeah.

Albert Nahmad: I'm here.

Operator: Yes. I'm here.

Albert Nahmad: Is it Why are we tuning out?

Operator: We can go to the next to the next question? Okay.

Operator: Our next question will come from Chris Dankert with Loop Capital Markets. Please go ahead.

Chris Dankert: Good morning, guys. Thanks for taking the question. I guess circling back to WatscoOne, you guys sound excited and sound this is a pretty big opportunity. Is there any way to get a bigger than a breadbox sense here? I mean, we are we talking about serving 500 customer locations, 5,000, or is it too early to kinda get into that type of scaling?

Albert Nahmad: Well, maybe a better way to approach is what is our existing sales of parts and supplies? And what do we think we could provide? I don't wanna speculate too much. What kind of margin improvement do we think we can get from that? It's a very big chunk of our business, 30%. 30% of $7.5 billion. How much of that could we improve our margins on? I'm not gonna speculate, but there will be an improvement.

A.J. Nahmad: Right. You take any percent of that number and it's meaningful.

Chris Dankert: Makes sense. Makes sense. Well, thanks for that. And I guess maybe just to touch on the AI a little bit here. Can you give us maybe some examples for what the use cases are for App Watsco internally? I mean, how is this kinda helping your associates? Is this inventory positioning? Is it warranty data? What's the real use case here?

A.J. Nahmad: My gosh. There's so many. I'm at How much time do we have? Yeah. It is it's helping marketing folks design content and publish content. It's helping our software engineers write code and publish and push more technology faster. It's helping our their teams sort through data and understand trends and patterns and anomalies. It's helping our customer service folks get to more get through more cases more quickly with more accurate answers. And therefore helping our customers at a greater scale or greater rate. Increasing customer satisfaction I can go on and on and on.

And, like, it could be said in the press release, there's about 21 people a week internally who are using these tools or the tool and the ways that they're using it are more and more creative and fast.

Chris Dankert: So, I mean, it really is holistic then. It. Well, thank you so much for that, A.J. Nahmad, and thank you all for the time.

Operator: Absolutely. Chris Snyder with Morgan Stanley. Please go ahead.

Chris Snyder: K. Thank you. I wanted to on the four ten a inventory. I think you guys have less than 5% of your inventory. Do you have any sense, you know, for what that number could look like across your distributor competitors?

Albert Nahmad: No.

Chris Snyder: I don't think we really have any good intelligence on that. And we try not to figure that. That's irrelevant. But we Yeah. It's being phased out. We don't really care.

A.J. Nahmad: Fair enough. Don't care.

Chris Snyder: Chris Snyder, there's a couple data points. I mean, I think, you know, one peer of ours that also distributes their product gave a data point on that, in terms of what their sell through is, and it was pretty high. The other data point these are all anecdotal. This is not science. It's aggregating anecdotes. Is, you know, when we are talking to M&A targets, what do they tell us about their philosophy and their positioning and as a reminder, most of this stuff was built prior to December 31 and shipped in the first quarter.

So someone would have to make a pretty big bet on inventory and would have to really leverage their balance sheet to do that. And so our sense, just by having these conversations in the channel with the M&A targets, is that they're largely phasing out of four ten a at about the same pace we are.

Chris Snyder: Thank you. I appreciate that. And if I could, you know, maybe follow-up on a different sort of inventory question. I guess it's kind of surprising that volumes remain down materially, it seems like, July. You know, with the weather picking up. Does that change the way you guys think about how much inventory is downstream at your customers? You know, could they have been holding extra stock? And perhaps that's why, you know, the sell through has been softer. Thank you.

Paul Johnston: I would say some of the bigger contractors may have some inventory. Inventory at the contractor level is not really material to our industry. It's being held at the distribution point. Not at the contractor point. So I don't think it's a big deal, you know, with the contractor. I would always also remember that you know, in Florida, it's either hot or hotter. It's not it's not just hot, you know, all the time. It's hot. So we've not had a cold summer down here. We've not had a cold summer in Texas.

Where the weather really impacts us is up north where we've got know, where it's you've got a chance out of every third year that you're gonna have a hotter normal summer. Or a normal summer or a lower than normal summer. And so we are definitely seeing a lot of regional differences in the volume. Based on weather. But in the South, we're not really seeing much movement because it's hot in Florida or hot in Texas. It's always hot.

Chris Snyder: Thanks. I appreciate that, Chris Snyder.

Operator: And this concludes the question and answer session. I'd like to turn the call back over to Albert Nahmad for any closing remarks.

Albert Nahmad: Well, thank you for your interest. I love the questions, and that shows a lot of interest. And I hope we've answered your questions fully. And if not, please contact us on your own. And we'll respond to whatever questions you may still have. And other than that, look forward to having you visit us in the cold months that are coming. We'll give you more detail. Thank you. Bye-bye.

Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.

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Hess Midstream HESM Q2 2025 Earnings Transcript

Logo of jester cap with thought bubble.

Image source: The Motley Fool.

DATE

Tuesday, July 29, 2025 at 8 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer β€” Jonathan Stein

President and Chief Operating Officer β€” John Gatling

Chief Financial Officer β€” Mike Chadwick

Need a quote from one of our analysts? Email [email protected]

RISKS

Mike Chadwick cited an incremental $15 million in expected interest expense for full year 2025, mainly due to a higher debt balance following the repurchase transactions, as a negative driver in net income guidance.

Guidance for full year 2025 includes an incremental $15 million in expected income tax expense resulting from ownership changes, as reported by Mike Chadwick.

TAKEAWAYS

Throughput Volumes: Gas processing averaged 449 million cubic feet per day, crude terminaling reached 137,000 barrels per day, and water gathering averaged 138,000 barrels per day.

Growth vs. Prior Quarter: Gas processing and oil terminaling volumes increased by approximately 6% and 10%, respectively, from the previous quarter, reflecting strong upstream production and system availability.

Adjusted EBITDA: $316 million in adjusted EBITDA for the second quarter, up from $292 million in the first quarter, driven by a $30 million increase in total revenues, excluding pass-through revenues, primarily from volume growth in the second quarter.

Segment Revenue Drivers: Gathering revenue increased by $16 million, processing by $9 million, terminaling by $4 million, and third-party services by $1 million compared to the previous quarter.

Costs and Expenses: Excluding depreciation, pass-through costs, and LM4 earnings net, costs rose by $6 million from the first to the second quarter, mainly due to seasonal maintenance and higher third-party processing fees in the second quarter.

Adjusted EBITDA Margin: Maintained at approximately 80% in the second quarter, which is above the company's 75% target.

Capital Expenditures: $70 million in capital expenditures for the second quarter; Full-year 2025 capital expenditures guidance remains unchanged at $300 million.

Net Income: $180 million in net income for the second quarter, up from $161 million in the first quarter; Full-year 2025 expected net income range raised to $685–$735 million following updated interest and tax costs.

Adjusted Free Cash Flow: $194 million in adjusted free cash flow for the second quarter; Updated full-year 2025 adjusted free cash flow guidance is between $725–$775 million.

Distributions: Annual distribution per Class A share is targeted to grow at least 5% per year through 2027. The latest quarterly distribution in the second quarter included growth beyond the annual target after repurchase transactions.

Share Repurchases: The $200 million repurchase in May 2025 included public shareholders for the first time. The company is maintaining an approximate cadence of $100 million in share repurchases per quarter, but actual amounts may vary.

Leverage and Credit Rating: Senior unsecured debt upgraded by S&P to BBB- investment grade.

Liquidity: $273 million drawn balance on the revolving credit facility at the end of the second quarter, with management citing sufficient trading liquidity for ongoing buybacks.

Financial Flexibility: More than $1.25 billion available through 2027 for further unit and share repurchases and incremental shareholder returns.

Governance Changes: New board structure now requires approval from at least one independent director on major decisions, following GIP's full exit and Chevron’s governance participation.

SUMMARY

Hess Midstream LP (NYSE:HESM) reported record operating metrics for the second quarter of 2025, including sequential increases in both throughput and adjusted EBITDA (non-GAAP), supported by strong upstream performance and system availability. Management reaffirmed full-year 2025 guidance for volumes, capital expenditures, and adjusted EBITDA, while incorporating higher interest and income tax expenses into updated net income and cash flow projections. The company maintained its shareholder return strategy, including a targeted 5% annual distribution growth per Class A share through 2027 and a consistent share repurchase cadence, all underpinned by an upgraded investment-grade credit rating and revised board governance requirements to ensure balanced oversight after GIP's exit.

Jonathan Stein stated, Senior unsecured debt was upgraded by S&P to an investment grade rating of BBB- following the close of the Chevron Hess merger, highlighting enhanced credit quality.

Mike Chadwick confirmed, We are maintaining our adjusted EBITDA guidance range of $1,235 to $1,285 million for 2025, directly addressing second-half expectations.

Shareholder return flexibility extends to over $1.25 billion in potential excess capital available for distributions and buybacks through 2027, as stated by management.

Jonathan Stein emphasized, "key decisions require the approval of one independent director" with this mechanism designed to preserve a balanced governance model post-GIP exit.

INDUSTRY GLOSSARY

MVC: Minimum Volume Commitmentβ€”a contractual obligation between a producer and the midstream provider, ensuring baseline throughput for a set period, directly impacting revenue predictability.

GOR: Gas-to-Oil Ratioβ€”the volume of produced gas relative to produced oil, an important factor in assessing basin maturity and infrastructure planning in oil and gas development.

ASR: Accelerated Share Repurchaseβ€”a mechanism allowing a company to buy back its own shares quickly, often from the open market and/or large shareholders, typically as part of capital return programs.

Full Conference Call Transcript

Jonathan Stein: Thanks, Jennifer. Welcome, everyone, to our second quarter 2025 earnings call. I have a few opening comments, and I will hand the call over to John Gatling to review our operations and Mike Chadwick to review our financials. I wanted to first say that we are all excited and eager to work together with our new Chevron colleagues to continue to drive value for our shareholders. Our new board members, including our new chair, Andy Walls, Chevron's President of Downstream, Midstream, and Chemicals, have significant experience across the upstream, midstream, and downstream businesses and complement the operational and financial expertise of our current board members.

I am also excited to welcome Mike Chadwick to his new role as Chief Financial Officer of Hess Midstream. I've worked alongside Mike for the past twenty years as he's progressed through various financial roles at Hess Corporation. And we are fortunate to have his experience and leadership capabilities working with the midstream. I am also excited to step into my new role as CEO of Hess Midstream. Since our IPO, we have created value for shareholders through operational excellence and execution that drives a visible trajectory of growth and supported by a financial strategy that includes a differentiated combination of balance sheet strength and a priority on shareholder return.

With the continuity of the midstream team in place, we are excited to take this strategy forward as we continue to build Hess Midstream with a unique combination of sector-leading growth and shareholder returns. Today, I want to focus briefly on three themes. First, we continue to deliver outstanding operational performance, which you can see reflected in the quarter that we reported today and also in our fourth annual sustainability report, which we issued a few weeks ago and which highlights our commitment and track record of safe and reliable execution.

In the second quarter, throughput increased across all segments, and we are in line with our annual guidance for volumes to grow by approximately 10% across all oil and gas systems in 2025, compared with 2024. Second, we continue to deliver outstanding financial performance. We are estimating an approximate 11% increase in adjusted EBITDA growth in 2025, with approximately 7% growth at the midpoint in the second half of the year. With total expected capital expenditures of approximately $300 million, we expect to generate adjusted free cash flow of approximately $725 to $775 million, which more than covers our targeted 5% annual distribution growth and generates excess free cash flow.

And third, we are committed to our ongoing financial strategy, which prioritizes return of capital to our shareholders and has made Hess Midstream total shareholder return yield one of the highest of our midstream peers, while also maintaining one of the lowest leverage ratios. Highlighting our balance sheet strength, last week Hess Midstream senior unsecured debt was upgraded by S&P to an investment grade rating of BBB- following the close of the Chevron Hess merger. Since 2021, we have returned greater than $2 billion to shareholders through accretive repurchases and have increased our distribution per Class A share by more than 60%. To 5% targeted annual distribution growth and distribution level increases following each share repurchase transaction.

We expect to generate greater than $1.25 billion of financial flexibility through 2027 for incremental shareholder returns, including the potential for further unit and share repurchases over this period. With a consistent strategy at Hess Midstream, we are excited for the future. We have a visible trajectory of growth that underpins our unique and ongoing return of capital, then Mike will review our financial results and guidance. In the second quarter, Hess Midstream delivered record operating performance. Throughput volumes averaged 449 million cubic feet per day for gas processing, 137,000 barrels of oil per day for crude terminaling, and 138,000 barrels of water per day for water gathering.

Throughputs increased across all segments of our business, with gas processing and oil terminaling volumes increasing by approximately 610%, respectively, from the first quarter, primarily driven by outstanding upstream production performance and high midstream system availability. Turning to Hess Midstream guidance, we're again reaffirming our previously announced full-year 2025 oil and gas throughput guidance. In the third quarter, we expect volume growth from the second quarter across our oil and gas systems, partially offset by higher seasonal maintenance activity. Turning to Hess Midstream's capital program.

John Gatling: Our multiyear projects continue as planned. In 2025, we remain focused on the completion of two new compressor stations and associated gathering systems as well as continuing to progress the Kappa gas plant. Full-year 2025 capital expenditures remain unchanged and are expected to total approximately $300 million. In summary, we remain focused on executing our strategy of disciplined, low-risk investments to meet basin demand while maintaining reliable operations and strong financial performance. We expect our growth strategy to generate sustainable cash flow and create opportunities to return capital to our shareholders. I'll now turn the call over to Mike to review our financial results and guidance.

Mike Chadwick: Thanks, John, and good afternoon, everyone. I wanted to say first that I'm really excited to join the Hess Midstream team and look forward to meeting you in the future. Today, I'm going to review our results for the second quarter and our financial guidance, and then we will open the call for questions. For 2025, net income was $180 million compared to $161 million for the first quarter. Adjusted EBITDA for 2025 was $316 million compared to $292 million for the first quarter.

The increase in adjusted EBITDA relative to the first quarter was primarily attributable to the following: total revenues, excluding pass-through revenues, increased by approximately $30 million, primarily driven by higher throughput volumes resulting in segment revenue changes as follows. Gathering revenues increased by approximately $16 million, processing revenues increased by approximately $9 million, terminaling revenues increased by approximately $4 million, and third-party services and other income increased by approximately $1 million. Total costs and expenses, excluding depreciation and amortization, pass-through costs, and net of our proportional share of LM4 earnings, increased by approximately $6 million, primarily from higher seasonal maintenance activity and third-party processing fees. Resulted in adjusted EBITDA for 2025 of $316 million.

Our gross adjusted EBITDA margin for the second quarter was maintained at approximately 80%, above our 75% target, highlighting our continued strong operating leverage. Second-quarter capital expenditures were approximately $70 million and net interest excluding amortization of deferred finance costs, approximately $52 million, resulting in adjusted free cash flow of approximately $194 million. We had a drawn balance of $273 million on our revolving credit facility at quarter-end. In January, we announced that we are targeting annual distribution per Class A share growth of at least 5% through 2027, which is supported by our existing MVCs.

This week, we announced our second-quarter distribution that included our targeted 5% annual growth per Class A share and an additional increase utilizing the excess adjusted free cash flow available for distributions following the repurchase. Turning to guidance. For 2025, we expect net income to be approximately $175 million to $185 million and adjusted EBITDA to be approximately $315 to $325 million, reflecting higher volumes and revenues partially offset by seasonally higher maintenance costs. We also expect CapEx to increase in the third quarter consistent with seasonally higher activity levels.

For the full year 2025, we are updating net income and adjusted free cash flow guidance to include the impact of an incremental $15 million in expected interest expense mainly on higher debt balance following the repurchase transactions completed so far this year. The updated net income guidance also includes the impact of an incremental $15 million in expected income tax expense resulting from ownership changes following the previously completed secondary equity offerings and repurchase transactions. As a result, we now expect net income of $685 to $735 million. We are maintaining our adjusted EBITDA guidance range of $1,235 to $1,285 million, implying growth of approximately 707% in adjusted EBITDA at the midpoint in the second half of the year.

With total expected capital expenditures of approximately $300 million, we now expect to generate adjusted free cash flow of approximately $725 to $775 million. With distributions per Class A share targeted to grow at least 5% annually from the new higher distribution level, we expect excess adjusted free cash flow of approximately $125 million after fully funding our targeted growing distributions. We continue to have more than $1.25 billion financial flexibility through 2027 that can be used for continued execution of our return of capital framework, including potential ongoing unit and share repurchases. This concludes my remarks. We will be happy to answer any questions. And I will now turn the call over to the operator.

Operator: Thank you. Please press 11 on your telephone. And wait for your name to be announced. To withdraw your question, please press 11 again. Our first question comes from the line of Jeremy Tonet from JPMorgan Securities LLC.

Praneeth Satish: Hey. Good morning. This is, Roth and Reddy on for Jeremy. I wanted to start off with the Hess deal now closed. If you guys have any insight into Chevron's view in the '26 and '27?

John Gatling: Yeah. Maybe I'll touch on it, and then Jonathan and Mike can hit it as well. But just from our perspective, we're currently running four rigs. We've seen very strong upstream performance, well delivery with our increased laterals. The midstream availability has just been phenomenal. You know, we'll continue to execute strongly and stay focused on that. And as we do every year, we'll update our development plan as we get an update with Chevron coming in as our sponsor. So that'll happen towards the end of the year, and then we'll be issuing guidance in January.

Praneeth Satish: Got it. Thank you. And then turning to capital allocation, wondering if you could talk a little bit specifically about your appetite for buybacks at current prices and with GIP sell down now complete, if we should think about any change in the magnitude of repurchases going forward?

Mike Chadwick: Yeah. So with buybacks, as we announced in January, we have about $1.25 billion financial flexibility through 2027, and we expect to do multiple repurchases a year as we've done in the past. So there's no change to that guidance. As we previously mentioned, our January repurchase that was in lieu of not having completed a repurchase in Q4 of last year. Our May repurchase of $200 million which included the public for the first time, that got us back into our cadence of about a hundred million every quarter. However, the size of that is not set in stone. But, generally, a $100 million a quarter is what we will be completing.

We have done over the last couple of years.

Jonathan Stein: And this is Jonathan. You know, as we said at the beginning, as I said in my comments, you know, overall, there's no change to our strategy in terms of our business strategy and to our financial strategy. And you saw that just this week, we issued, as Mike said, our quarterly dividend announcement on Monday night that included our distribution level increase as well as the $200 million increase following the $200 million share buyback that we did earlier. So, you know, really no change in return on capital program going forward. You mentioned GIP. Obviously, GIP out in terms of secondaries. You know, that's not something that we expect.

But in terms of return on capital, which is really always focused on that framework that continues as is.

Praneeth Satish: Makes sense. Thank you, guys.

Jonathan Stein: Thank you.

Operator: One moment for our next question. Our next question comes from the line of Samuya Jain from UBS.

Samuya Jain: Hi, good afternoon. Congrats on the quarter. I was wondering how are you guys seeing GORs trending in the near term? And along with that, what's your outlook on the Bakken heading into 3Q?

John Gatling: Yeah. So the GORs really haven't changed you know, as the basin matures over the longer term. GORs are expected to increase, which they're acting as exactly as we would expect them to. Looking at the North Dakota pipeline authority, Justin Crinstead and the team there, kinda looking at longer term basin growth in the in the gas space And it is anticipated that Bakken Gas Is Gonna Grow Over The Long Term, And We Would Expect The Pest And Chevron Bakken volumes to basically do the same trend the same way. So we're expecting oil to remain in the in the pipeline authorities forecast. They're expecting oil to remain flattish. With gas growing over the longer term.

Samuya Jain: Got it. Thank you. And then could you detail where gas processing volumes are at now over the past month? Any changes to note? We're just trying to understand the cadence, and same with oil terminaling.

John Gatling: Yeah. I think, generally speaking, we've seen an it expect to continue to see the growth through the end of the year, as our guidance has supported that. So, again, we had a very, very strong second quarter. We do continue to expect to see growth into the third and fourth quarters and finish the year at guidance. So I would say you would continue to see that growth through 2627 as the as the MVCs have kind of outlined. And, again, if there's any if there's any changes to the development plan, that'll happen, as part of our normal annual development plan process and that'll be updated in, in January.

Samuya Jain: Got it. Thank you.

John Gatling: Yeah. Thank you.

Operator: Thank you. One moment for our next question. Our next question comes from the line of Doug Irwin from Citi.

Doug Irwin: Thanks for the question. Congrats Jonathan and Mike, on the new roles as well. I just want to start with the guidance range here. If I just take the first half of guidance, first half 25 guidance just in the aggregate, I think you're turning about $15 million above the guided midpoint here year to date. And now third quarter is pointing to a bit more growth from here. I guess is it fair to say you're turning above the annual midpoint at this point, or there may be some variances versus your initial outlook that is kind of shifted around the timing throughout the year here versus your initial second half exit patients.

John Gatling: No. Maybe I'll touch on the operational side, and I can hand it over to Mike and Jonathan. But, overall, we again, we had an extremely strong second quarter. You know, very little weather impact. Essentially, maintenance activity. You know, coming out of the first quarter, which was a bit more challenging, you know, we were really just trying to stabilize operations, and I think we were very pleased with how both the upstream performed, but also how the midstream performed.

We're gonna continue to see that growth going into the third and fourth quarters, but you know, as we transition in, we are expecting to see a little bit more maintenance in the in the second half of the year. And that'll probably be kind of in the in the later part of the year. We're still kind planning all of the all of the activity, but there's there's still there's still some room there. And we're again, I think we're we're still very comfortable with the guidance that we've got currently. Yes. Thanks, John. And I'll just tag on the back of that as we

Mike Chadwick: have seen, we're keeping our adjusted EBITDA guidance for the year, which already includes quite a lot of growth baked into the second half. You know, as Jonathan said and I said in my notes, taking the midpoint of our full year guidance, we expect about 7% higher EBITDA in the second half of the year compared to the first half. And so while revenues are expected to grow on higher volumes, as John described, you know, phasing of maintenance costs means expenses are expected to be higher in Q3, and we also retained some winter weather contingency in Q4. And while winter weather can also lower maintenance costs, Q4 also typically see some variability in our allocation costs.

So we're keeping guidance there. For the second quarter.

Doug Irwin: Okay. That's helpful. Thank you. And then maybe another on buybacks, just asking a slightly different way. It's it's obviously early on in the relationship with Chevron here. I'm just curious if he you expect them to participate in buybacks kind of similar to how Hess did Or will buybacks moving forward pretty much be entirely dependent on buying back shares from public owners? And to the extent that you are buying back more public shares, does just general liquidity of those public shares impact kind of your ability to maintain the run rate? Kind of in as smooth of a cadence as you have in the past?

Jonathan Stein: Sure. This is Jonathan. Yeah. Look. I there's no change as we had said in the past, you know, when we had secondaries and buybacks happening, simultaneously, they're really two separate objectives, while the secondaries were changing ownership levels, the buyback program is really just to return a capital program, and so you would expect over time that we'll have the same you know, participation more closer to the relative proportional levels of the public and Chevron going forward. So really no change to our approach there.

We did include, as you know, now we have the we have kind of road tested, I'll call it, or use, the ASR process last time to include the public in our buyback program. And you know, have that mechanism available for us to be able to do that going forward as well. So really no change there. And in terms of our liquidity, I think you've seen that our liquidity has, you know, continued to increase as we did all the secondary transactions and the public ownership went up.

Our, you know, our liquidity at this point and average trading volume is, you know, more than sufficient to handle our buyback program at the level we've done in the past and expect to do going forward. Great. That's all for me. Thanks, Sean.

Mike Chadwick: Thank you.

Operator: One moment for our next question. Our next question comes from the line of Praneeth Satish from Wells Fargo.

Praneeth Satish: Thanks. Good afternoon. Also, congrats Jonathan and Michael, on the new roles. Maybe can you just provide any more context around GIP's decision to exit its investment in Hess Midstream back in May? I mean, I know they were selling down their stakes, so it wasn't really a surprise. But I guess why do it in May versus maybe after the merger with Chevron?

Jonathan Stein: Sure. So, you know, as you know, we've over the past you know, three years plus, we've been executing secondaries in a very disciplined fashion, each one increasing in size generally over time, and increasingly tighter discounts. So very disciplined approach. GIP saw an opportunity, as we'd always said, The second is based on demand from investors, and then GIP would have assess that relative to their value proposition expectations, and that existed in May. And so they continued taking that opportunity. They, of course, have their own investors and timeline and really, you know, really executing relative Timing. So, really, just continuing the disciplined execution that we had in the past and the opportunity presented itself.

Praneeth Satish: some investors have viewed GIP as providing an independent, voice that kind of helped balance, the sponsor interests with those of the public. So I guess with GIP now out, how do how do you think about the new governance structure versus having that third party institutional investor at the table?

Jonathan Stein: Sure. Yeah. No. We agree that, you know, one of our differentiating strengths relative to other sponsored midstream companies has been our balanced governance. And certainly with GIP, historically, part of the board that provided some, you know, level of that. So consistent with that approach, as you saw, we updated our governance in June following the GIP's exit. And that included that certain key decisions require the approval of one independent director That includes things like leverage above a certain level, issuing equity, or major capital decision among other key strategic decisions. That mechanism is now in place.

As you know, we're adding also a fourth independent board member, but this mechanism is in place independent of the number of board members at the time or the timing of the fourth independent member joining the board. So I think it really highlights our continued belief in the value of a balanced government model that we've had historically. And then with this new mechanism in place that we will continue to have going forward.

Praneeth Satish: Got it. Thank you.

Operator: Thank you. One moment for our next question. Our next question comes from the line of John McKay from Goldman Sachs.

John McKay: Hey, everyone. Thanks for the time. I wanted to pick up a little bit more on the Chevron side. I totally understand it's early and you're you'll have your annual review of activity levels later in the year. But Hess has been talking about this kind of 200 kboe a day target for a long time. Think we've kinda thought about that as the reasonable run rate for the footprint.

Could you maybe just acknowledging that can, I guess, change, but can you maybe just remind us of how that 200 a day level was set kind of what the thought process behind it was, and then, you know, maybe from that, any read on why that might be the right level going forward?

John Gatling: Again, I think, as we think about the 200,000 barrels a day, it was really kind of hitting the over a 100,000 barrels a day of gross oil. Or of net oil and then the gas growth over time. And as we've been doing just from a overall field development pamper plan perspective is we've really been trying to optimize the upstream drilling activity with the midstream infrastructure plan. And so it's it's really about having the infrastructure in place and then keeping that infrastructure as utilized as it possibly can be.

And so where when we looked at the build over time and looked at the infrastructure development and kinda where we felt like the development the field development from a drilling perspective was happening. We felt like that 200,000 barrels a day is about the right level. So, you know, outside of the two compressor stations that we're building this year, we're you know, in the process of progressing the Capa gas plant. You know, as far as material long term infrastructure, activity, we're we're kind of at that at that level where the infrastructure is stable.

And so from our perspective, you know, we're kind of looking at this as how does the drilling activity the infrastructure system really complement each other so that you get very, very high utilization of that equipment and really optimize the system itself. So that's that's really kinda where we are and how we've we've continued to look at it. And as we continue to look longer term, we'll we'll you know, look at our development plan again, which, again, it's a it's a very integrated,

John McKay: activity between the upstream and the midstream.

John Gatling: Know, that'll happen in the fall, and then we'll be updating our longer term guidance in, January.

Jonathan Stein: This is Jonathan. You know, one thing just to highlight, John really picked it up on the end, and I think it's important to highlight this stage, which is one of the historic strengths of Hess Midstream has been the partnership that we've had between the upstream and the midstream between Hess Midstream and the upstream and Hess to be able to develop the block in the most optimal way And you know, now as we go forward with Chevron, there's no change to that partnership. There's no change to the focus on both of us. Working together to optimize the Bakken and develop it, as John described.

And as he said, you know, that the normal process will continue where we get a updated development plan, We'll figure out what's the right infrastructure required to meet that development plan going forward. And then we'll update our guidance based on that going forward. So really continuing in that strong partnership that has really been a hallmark of our relationship historically.

John McKay: That's helpful, and that's all clear. Maybe just one related one. You've seen kind of increased efficiencies on the upstream side there, just what's been the latest commentary around related inventory life?

John Gatling: Yeah. I mean, I think, you know, we're still everybody gets still hung up on rig count and well counts and all of that. And, you know, really, as we move into an extended lateral program, it really is the lateral footage drilled. And so from our perspective, the overall lateral footage that's been drilled as far as what's available to develop really remains unchanged.

And in fact, we're actually seeing a little bit of growth in that space just from the standpoint of as those extended laterals become a bigger part of the portfolio, that creates opportunities for improved economics on those wells where they may be in more challenged areas But if you're drilling a three, four mile lateral, your the economics get much better, and that unlocks some of the of the rock that may have been challenged before. So I think we're we continue to be extremely optimistic in that space, and that's something that continues to be a tailwind for us as we as we look forward, for the basin development.

John McKay: Alright. That's clear. Appreciate the time. Thank you.

Mike Chadwick: Thank you.

Operator: This concludes today's conference call. Thank you for participating. You may now disconnect.

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Leonardo DRS (DRS) Q2 2025 Earnings Transcript

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DATE

  • Wednesday, July 30, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • Chairman and Chief Executive Officer β€” Bill Lynn
  • Chief Financial Officer β€” Mike Dippold

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RISKS

  • Management cited, "germanium availability and pricing remain a thorny issue," with export restrictions constraining supply and increasing costs, and noted that reliance on safety stock is required to sustain product deliveries for most of the year.
  • Adjusted EBITDA margin expansion guidance for FY2025 was reduced due to R&D investment running well above plan, as well as "increased raw material input costs related to germanium."
  • "Quarterly cash usage was higher than this time last year," attributed to increased working capital investment, although expected by management.
  • The company is "actively mitigating the germanium availability challenge" but expects "more meaningful relief in 2026," signaling continued near-term operational risk.

TAKEAWAYS

  • Bookings: $853 million of bookings, reflecting a book-to-bill ratio of 1.0 with notable strength in electric power and propulsion, naval network computing, advanced infrared sensing, and ground systems.
  • Total Backlog: $8.6 billion total backlog, up 9% year over year, with funded backlog experienced double-digit growth.
  • Revenue: $829 million in revenue, representing 10% year-over-year growth and balanced contributions from both business segments.
  • Adjusted EBITDA: Adjusted EBITDA was $96 million, a 17% increase in adjusted EBITDA, yielding a margin of 11.6%β€”70 basis points higher versus the prior year.
  • ASC Segment Performance: ASC adjusted EBITDA increased by 5%, though ASC adjusted EBITDA margin declined by 50 basis points due to higher internal R&D and unfavorable program mix arising from germanium cost pressures.
  • IMS Segment Performance: IMS adjusted EBITDA was up 41% and margin expanded by 290 basis points, predominantly driven by the Columbia Class program and broader electric power and propulsion activities.
  • Net Earnings: Net earnings (GAAP) were $54 million, with diluted EPS (GAAP) of $0.20, up 42% and 43%, respectively, compared to Q2 FY2024.
  • Adjusted Net Earnings: Adjusted net earnings were $62 million, with adjusted diluted EPS of $0.23, increasing 32% and 28%, respectively (non-GAAP).
  • FY2025 Guidance (Revised): Revenue raised to $3.525-$3.6 billion for FY2025 (9%-11% growth), adjusted EBITDA narrowed to $437-$453 million, and adjusted diluted EPS set between $1.06-$1.11, assuming a 19% tax rate, and 269 million fully diluted shares (guidance for FY2025).
  • Free Cash Flow: The company expects approximately 80% conversion from adjusted net earnings for the full year 2025.
  • Q3 Outlook: Revenue is forecasted to be near $925 million for Q3 FY2025, with adjusted EBITDA margin (non-GAAP) targeted in the mid-12% range, with and free cash flow generation comparable to 2024.
  • Macro Tailwinds: Management directly referenced $150 billion in new U.S. defense funding via the One Big Beautiful Bill Act, enacted earlier in 2025, with $113 billion front-loaded into FY2026, allocated to FY2026 defense funding, and a FY2026 U.S. defense budget request totaling $962 billion, up 12% year over year for FY2026 compared to FY2025, including reconciliation funding.
  • International Demand: NATO members are now targeting 5% of GDP for national security with 3.5% dedicated to defense, higher than the previous 2% benchmark, supporting further international growth for Leonardo DRS, Inc.
  • Golden Dome: Management said initial order activity is expected in 2026 due to the early-stage program architecture and procurement planning.
  • Internal R&D Investment: Increased IRAD reached the mid-threes percent of revenue at the half-year mark in 2025, up from 2.8% in 2024, focusing on counter-UAS, space, and missile seeker capabilities.

SUMMARY

Leonardo DRS (NASDAQ:DRS) management reported revenue and profitability growth across both business segments in Q2 2025, driven by ongoing program execution and strong U.S. and international demand. Operating performance prompted an upward revision to full-year 2025 revenue and adjusted earnings guidance, despite near-term cost headwinds from materials and elevated R&D investment. Macro environment developments, including major increases in U.S. defense spending and rapidly rising NATO commitments, underpin long-term demand visibility across core program areas without material changes to contract structure or company positioning.

  • The company expects to be largely insulated from direct impacts of expiring tariff reprieves, although management acknowledged potential second-order risks, including new critical minerals trade restrictions.
  • Bill Lynn noted upward pricing pressure in the M&A market due to heightened sector interest, and stated, We are seeing properties that would be interesting there. The prices are relatively high.
  • Management clarified that the Columbia Class program’s contract structure provides stability against budget changes and reported delays, as contracts for ship sets are secured into the mid-2030s.
  • Mike Dippold stated that R&D investment, directed at expanding ReadyNow solutions, has been intentionally increased to accelerate competitive positioning in counter-drone and space-focused markets, with internal R&D spend rising from about 2.8% in 2024 to the mid-3% range at the half-year point.

INDUSTRY GLOSSARY

  • Book-to-bill ratio: A measure comparing new bookings (orders received) to revenue billed during the period; a ratio above 1.0 indicates backlog growth.
  • ASC: Advanced Sensing and Computing segment, focused on infrared sensors, electronic warfare, and computing systems.
  • IMS: Integrated Mission Systems segment, comprising electric power, propulsion, force protection, and mission system solutions.
  • IRAD: Internal Research and Development; company-funded R&D for product and technology development outside customer contracts.
  • Golden Dome initiative: U.S. strategic layered air and missile defense funding priority named in recent federal defense legislation.
  • Columbia Class program: U.S. Navy nuclear ballistic missile submarine program central to company’s naval power content and growth outlook.
  • ReadyNow: Proprietary term management uses to reference rapidly deployable, mature, production-ready technologies.
  • Counter UAS: Solutions and technologies targeting the detection, tracking, and neutralization of unmanned aerial systems (drones).

Full Conference Call Transcript

Bill Lynn, our Chairman and CEO, and Mike Dippold, our CFO. They will discuss our strategy, operational highlights, financial results, and forward outlook. Today's call is being webcast on the Investor Relations portion of the website, where you'll also find the earnings release and supplemental presentation. Management may also make forward-looking statements during the call regarding future events, anticipated future trends, and the anticipated future performance of the company. We caution you that such statements are not guarantees of future performance and involve risks that are difficult to predict. Actual results may differ materially from those projected in the forward-looking statements due to a variety of factors.

For a full discussion of these risk factors, please refer to our latest Form 10-Ks and our other SEC filings. We undertake no obligation to update any of the forward-looking statements made on this call. During this call, management will also discuss non-GAAP financial measures, which we believe provide useful information for investors. These non-GAAP measures should not be evaluated in isolation or as a substitute for GAAP performance measures. You can find a reconciliation of the non-GAAP measures discussed on this call in our earnings release. At this time, I'll turn the call over to Bill. Bill?

Bill Lynn: Thanks, Steve. Good morning, and welcome, everyone, to the Leonardo DRS, Inc. Q2 earnings call. Our second quarter results reflect sustained momentum and capturing customer demand, driving revenue growth, expanding both profitability and margin. In the quarter, we secured $853 million of bookings, which is a 1.0 book-to-bill ratio for the quarter. We saw particular strength for electric power and propulsion, naval network computing, advanced infrared sensing, and ground systems technologies, all of which contributed meaningfully to Q2 bookings. Our total backlog stood at $8.6 billion, rising 9% year over year. Also noteworthy was that our funded backlog maintained a healthy double-digit growth rate in the quarter.

We continue to expect a book-to-bill ratio greater than 1.0 for the full year, thanks to strong performance in the first half and consistent customer demand across the portfolio. Diving deeper into our quarterly financial performance, we delivered double-digit organic revenue growth squarely in line with the framework shared on the last call. Furthermore, the foundation built in the year to date is leading us to increase our full-year revenue growth expectations to 9% to 11%. Our profit metrics also showed strong performance. Adjusted EBITDA was up 17%, corresponding margin increased by 70 basis points, and adjusted diluted EPS was up 28%. In aggregate, our strong Q2 results position us well to meet our full-year outlook.

That said, the team and I remain focused on disciplined program execution, investing for future growth, and navigating a complex operational environment. We continue to operate in a dynamic macro backdrop, one that remains largely favorable to Leonardo DRS, Inc., though not without its complexities. Let me begin with the positives. Earlier this month, the One Big Beautiful Bill Act was enacted, a sweeping tax reconciliation package that includes $150 billion in defense funding, with $113 billion front-loaded into FY '26. This legislation represents significant opportunities and tailwinds for Leonardo DRS, Inc.

The funding emphasizes the following: shipbuilding and enhancing industrial base resiliency, layered strategic air and missile defense, including initial funding for the Golden Dome initiative, counter UAS and unmanned systems, electronic warfare, missiles and munitions, and more broadly, investment in innovation to enhance asymmetric capabilities. Our portfolio is well aligned with these national priorities, and we expect to benefit across the company as this funding is obligated over the coming years. Additionally, the administration's FY '26 defense budget request calls for $962 billion in total defense spending, including the reconciliation funding, which in total represents a 12% increase year over year. Beyond the US, global defense spending continues to rise amid ongoing geopolitical tension.

Notably, NATO members are now targeting 5% of GDP for national security, with 3.5% dedicated to defense, a sharp increase from the long-standing 2% benchmark. This trend is expected to support incremental international demand, particularly for our ReadyNow differentiated capabilities. The intensifying global threat landscape is especially acute for our operations and employees in Israel. We are grateful to report that all employees in the region are currently safe. We are closely monitoring the situation and are taking proactive steps to enhance employee safety and operational continuity. Shifting to supply chain, while our overall supply chain remains relatively healthy, germanium availability and pricing remain a thorny issue. Export restrictions have constrained the available global supply of this raw material.

Unfortunately, new mining and refining capacity has also been slower to ramp. We are currently relying on our safety stock, which provides sufficient runway for most of the year. However, in order to sustain timely product deliveries, material flow must improve in the second half. We are actively mitigating the germanium availability challenge through a multipronged approach. We expect these mitigation efforts to offer more meaningful relief in 2026. Onto tariffs. The temporary reprieve granted by the administration is set to expire later this week. As previously discussed, we expect to be largely insulated from direct impacts, particularly for inputs where cost increases can be clearly tied to tariffs.

However, second-order risks persist, including the potential for retaliatory trade restrictions on items such as critical minerals. Despite the complexities of the macro environment, Leonardo DRS, Inc. continues to innovate and deliver cutting-edge technologies to meet the evolving needs of our customers. This quarter, we delivered advanced infrared sensing content for the next-generation short-range interceptor or stinger replacement, as well as other future missile systems. These sensors provide a distinct operational advantage, offering higher resolution, improved countermeasure resilience, lower cost, and enhanced overall performance. We are also seeing growing opportunities to integrate our mobile power generation solutions into new missile systems.

Overall, I am pleased with our ability to broaden the applicability of our infrared sensing expertise into this logical adjacency. Amid rising strategic and tactical threats, Golden Dome is a critical part of this effort. Our portfolio, including our over-the-horizon radar, tactical radar technologies, as well as counter UAS capabilities, is highly relevant and well-positioned to support this demand. Additionally, some of our increased internal research and development investment is being directed toward further demonstrating and maturing our space sensing capabilities. We believe we have a highly differentiated offering that can provide customers added capability in space-based missile tracking and intercept. We are committed to securing competitive successes in this domain.

The persistent threat environment is driving escalation of customer interest and an expansion of existing contracts across each of the capability areas I noted earlier. Our tactical radar offering has maintained strong international demand, as allied nations look to reinforce their short-range air defense posture. At the same time, we are seeing rapid expansion in counter UAS opportunities across the company, but also a comprehensive technology suite including infrared sensors, laser and RF systems, along with platform integration expertise to deliver best-of-breed solutions. Customer focus on counter UAS is here to stay, and its importance is only growing, as evidenced by the recent launch of a joint interagency task force to tackle this ongoing threat.

Beyond sensing and force protection, our network computing business plays a critical role in enabling next-generation shipboard computing, supporting both US and allied naval modernization initiatives. Our proprietary ice piercer cooling technology is starting to gain traction, especially as customers seek to increase computing density and system performance in constrained platforms. Lastly, to round up my operational updates, I want to briefly touch on our electric power and propulsion business. This part of Leonardo DRS, Inc. continues to perform exceptionally well, serving as a consistent financial tailwind propelling both top-line growth and margin expansion.

We are well-positioned to capitalize on medium and long-term opportunities tied to next-generation platforms and to expand platform content in support of the priority to improve shipbuilding throughput. Our Q2 financial results reflect the strength of our portfolio and growing demand for differentiated capabilities in a rapidly evolving threat environment. We have solid momentum in bookings and a remarkable backlog that provides ample runway visibility into enhanced revenue growth. That said, we remain rigorously focused on continuing to deliver for our customers. Our success to date is a testament to the hard work of our team, and we are committed to building on this foundation in the second half of the year.

Let me now turn the call over to Mike, who will review the second quarter and our revised 2025 guidance in greater detail.

Mike Dippold: Thanks, Bill. I am pleased with our year-to-date performance. We had a solid quarter, but we are keeping focus on consistent execution to deliver against our full-year financial objectives. Let me begin by reviewing Q2 performance. Revenue for the quarter was $829 million, 10% higher year over year. The strong continued organic growth is fueling our ability to raise our guidance for the full year, which I will discuss shortly. Both segments had relatively balanced contributions to our increased quarterly revenue. The IMS segment and the company in total benefited from greater revenues from electric power and propulsion programs. Advanced infrared sensing and ground network computing programs bolstered growth at ASC as well as at Leonardo DRS, Inc. at large.

Moving now to adjusted EBITDA. Adjusted EBITDA in the quarter was $96 million, up 17% from last year. Adjusted EBITDA margin in Q2 was 11.6%, representing a 70 basis points of margin expansion compared to last year, and improved profitability at our electric power and propulsion business, most notably on our Columbia Class program. Shifting to the segment view, ASC adjusted EBITDA increased by 5%, but margin contracted by 50 basis points due to greater internal research and development investment along with less favorable program mix and less efficient program execution caused by rising raw material costs, namely germanium.

IMS adjusted EBITDA was up 41%, and margin expanded by 290 basis points, thanks to improved profitability on our Columbia Class program and across the rest of the electric power and propulsion business. Onto the bottom line metrics, second-quarter net earnings were $54 million, and diluted EPS was $0.20 a share, up 42% and 43%, respectively. Our adjusted net earnings of $62 million and adjusted diluted EPS of $0.23 a share were up 32% and 28%, respectively. Solid core operating performance coupled with reduced interest expense led to favorable year-over-year comparisons. Moving to free cash flow.

Although our quarterly cash usage was higher than this time last year, it was in line with our expectations as we anticipated increased working capital levels to fuel growth. Despite higher capital expenditure investments in 2025, halfway through the year, we are revising our full-year 2025 guidance across our key metrics. We are increasing the range of revenue to $3.525 to $3.6 billion, implying a 9% to 11% year-over-year growth. We have solid backlog visibility for the balance of the year, with a modest portion of our revenue coming from book-to-bill programs. Approximately 90% of our full-year revenue has been realized or is in backlog.

Given the healthy visibility, the timing of material receipts will be the most important factor in determining the level of our revenue output. We are also narrowing the range of adjusted EBITDA. The revised range is expected to be between $437 and $453 million. At this time, we expect IMS to offer more growth and margin improvement opportunity relative to ASC. The guidance adjustments to revenue and adjusted EBITDA result in a reduced implied margin expansion for the year. This is due to two factors. One, our increasing R&D investment well above plan, and two, we are seeing increased raw material input costs related to germanium.

Our revised adjusted diluted EPS range incorporates the tailwinds from increased core profitability, lower net interest expense, and a reduced diluted share count. We now expect adjusted diluted EPS between $1.06 and $1.11 a share. Assumed in these figures is a tax rate of 19%, which is unchanged from our prior guide, and a $269 million fully diluted share count, lower than our prior guide as we factor in the impact of stock repurchases. With respect to free cash flow conversion, we still anticipate approximately 80% conversion of our adjusted net earnings for the full year.

The recently enacted tax legislation is expected to have limited benefit to our 2025 free cash flow, but it will be a modest tailwind in 2026 and beyond. That said, we are still working to quantify the specific impact. Now let me offer up our framework for the third quarter. We expect revenue in the neighborhood of approximately $925 million, adjusted EBITDA margin in the mid-12% range, and free cash flow generation comparable to 2024. Please note the timing of material receipts will weigh heavily on how the second half is allocated on a quarterly basis. Let me offer some closing thoughts before we take questions. I want to extend my gratitude to the broader Leonardo DRS, Inc. team.

Our financial success is a direct result of their incredible efforts and unwavering commitment. As we navigate an increasingly complex global environment, we remain consistently focused on delivering exceptional technology to our customers, executing with excellence, and driving sustainable long-term growth. With that, we are ready to take your questions.

Operator: Thank you. Due to time restraints, we ask that you please limit yourself to one question and one follow-up question. Our first question will come from the line of Peter Arment with Baird. Your line is open.

Peter Arment: Yes. Hey, good morning, Bill, Mike, Steve. Nice results. Thanks for the color on kind of Golden Dome and how you're positioned. Maybe if I could just ask, when do you expect, you know, I know the architecture hasn't been fully laid out with General Goodline just getting the assignment. But how do you expect it to kind of roll out in terms of impact, you know, your backlog? When should we start to see kind of some of the programs that you might be well-positioned on?

Bill Lynn: Thanks, Peter. I mean, as you said, they're just organizing themselves on the architecture. There are industry meetings starting, and the department has an internal effort to lay out an architecture. So I think that means you won't see much in the way of bookings or orders this year in calendar '25. But I think given that they're trying to really focus on doing things in this presidential term, you'll start to see orders roll out in the '26 time frame.

Peter Arment: Okay. Appreciate that. And just as my follow-up, just could you talk maybe a little bit about the M&A environment? I know you've had interest there in the past, and just, you know, are you seeing more deals just given, you know, where funding is and any update there? Thanks.

Bill Lynn: Yeah. I mean, we're, as you know, we're in the market. We're looking. We're doing diligence. We're seeing a continual flow of things in those four core markets where we're focused. We have been active. I'd say the only change we're seeing is given the interest in the sector, I think prices are pushing up. So I think that's been a factor here. We're having to assess our financial criteria, which are relatively strict, although we're open to things the closer they are strategically to our main areas of focus, the more we're willing to extend on financial criteria. And that's what's going on right now is that strategic focus. We are seeing properties that would be interesting there.

The prices are relatively high.

Peter Arment: Got it. I'll jump back in the queue. Thanks, Bill.

Operator: And one moment for our next question. And that will come from the line of Robert Stallard with Vertical. Your line is open.

Robert Stallard: Thanks so much. Good morning.

Bill Lynn: Morning. Good morning.

Robert Stallard: Couple for you. First of all, I was wondering if we could dig into this whole germanium thing. And what's going on there. You know, how much of a headwind has it been so this year? What are you expecting in the second half? And what is this metal used for in terms of your products? And then secondly, maybe following up on Peter's question, was wondering if you could elaborate on this flexibility on looking at M&A. Does this mean you might be open to using equity, for example? Are you looking at a different return metric in terms of when the deal might pay off? That would be helpful. Thank you.

Bill Lynn: Yeah, Peter, let meβ€”I'm sorry, Rob, let me start on germanium and then let Mike expand on it. On germanium, you know, what's happened is given the tension with China, the source of most of the germanium in the world is the supply has reduced to a trickle. We anticipated this in the sense that we built up a safety stock. And we're now having to utilize that safety stock. That has been effective for us, but it has caused prices to increase. And it's also caused us to seek other sources of germanium outside China. So we're looking at other countries and sources of germanium. We're looking at other customers.

There is an ability to recycle out of existing products. And then there are opportunities on some products we could use something other than germanium, although that requires at least a couple of months' work in terms of redesign, qualifying. It's not overly taxing, but there is a time lag. We're pursuing all of those with a target of 2026 to bring some or all of those online. Let me let Mike address your question on the fiscal impacts.

Mike Dippold: Yes. So Rob, first, you had a question in terms of what product are they used for? This is going through our infrared product line. So in our advanced sensing, computing business, but more focused on our infrared sensing capabilities, that's where you see this metal being used. For the impact, we spoke a little bit about last quarter in terms of the price shock that we saw because of the supply-demand elements that were in play. And we made the comment that absent the germanium impact, the margins of ASC would have been in line in Q1 with expectations. Looked into Q2 here, and the prices remained fairly stable.

What we're seeing is as that availability becomes a concern later in the year, we've had some absorption issues and some overhead rates that have impacted a little bit more than we had anticipated in Q1. So that's what we're looking at from an impact perspective. All of that's now incorporated into the revised guide that we put forward.

Bill Lynn: Rob, I'd come back on your M&A question, the financial. We have three financial metrics: EPS, ROIC, and then our overall margin and growth. On EPS, we expect it to be accretive in the first year. There's a little flex there, but probably not. With that, we will look at ROIC, we're looking at a multiyear return. I think there we would have flex. I think things that would take maybe a little bit longer to bring a positive contribution to ROIC, we're willing to kind of go along beyond our notional three-year window looking four years, five years. I think that would be well within something we'd find acceptable. And the other is more general.

We have, I think, a very strong, you know, right now, double-digit growth story. We have a margin enhancement story. I don't think we are now changing our approach there. We don't want to undercut that story with a significant acquisition. And that really hasn't changed. So the change is I think we'll be more flexible on ROIC.

Robert Stallard: Okay. That's great. Thank you very much.

Operator: And one moment for our next question. And that will come from the line of Michael Ciarmoli with Truist Securities. Your line is open.

Michael Ciarmoli: Hey, good morning, guys. Thanks for taking the question. Bill, maybe just a little bit more clarification on what Keith was asking about Golden Dome. I mean, you know, thinking about timing of order flow, does that kind of stand for already deployed existing systems, or is this kind ofβ€”are you talking architecture for some of the newer kind of systems and capabilities that might be deployed?

Bill Lynn: Right. It's a little hard to be specific because they don't even have a program yet. But I think, you know, directionally, I think the first orders would have to be on existing systems, just given the timing. And you're going to have to developβ€”it will take longer time to develop first the requirements and then the RFP and then the competition for kind of future-oriented. So I think what's behind your question is right. The early orders are likely to come from something that has some maturity, something that's already something that can be produced.

Michael Ciarmoli: Got it. Okay. And then just if I may, just because you used to be in the building, you know, this is obviously a unique and dynamic budget environment. We're getting a big bump up in front-end load here with reconciliation, but we don't have a FYDP yet. How are you guys thinking about, you know, just budget and trajectory longer term and maybe, you know, kind of, like I said, just drawing on your experience from being in the building?

Bill Lynn: Yeah. It's actually not unusual at this point not to have a FYDP. Usually, a new administration just puts out a first-year budget and is in the middle, as they are, of their kind of their strategic plan. Obviously, what they have done so far, they really inherited from Biden. It takes some months to develop that strategic plan, which they're doing. So I wouldn't expect to see a FYDP until the next budget, which is February. But that's not unusual. In terms of what to expect, I mean, there's lots of puts and takes in the reconciliation bill.

I think, you know, if you look at just general historical trends and tendencies, when you move from a Democratic to a Republican administration, normally, what you see is a modest at least bump up in the overall defense spending. Generally, politically, a Republican administration sees itself as stronger on defense, wants to show that in the budget. And then second, they have more initiative. You know, multiple questioners have mentioned Golden Dome. But there's force protection, there's shipbuilding, there are programmatic reasons to increase the budget. So I think at the end of the day, when the smoke clears, you'll see a Trump budget that, over time, is moderately higher than its Biden predecessor.

Michael Ciarmoli: Got it. Okay. Good color, Bill. I'll jump back in the queue here.

Operator: And one moment for our next question. And that will come from the line of Seth Seifman with JPMorgan. Your line is open.

Seth Seifman: Thanks very much, and good morning. Wanted to ask, you know, you talked about performance, good performance in electric power and propulsion, and about the opportunities there that may be to capitalize on what's coming into the resources coming into the industrial base. I wonder if you could be more specific around kind of where you see opportunities, you know, do those opportunities come out of the new facility in Charleston primarily? And you know, what the timeline for capitalizing on some of those opportunities might be?

Bill Lynn: Sure, Seth. And I'll start and then let Mike add some more color. I mean, first of all, the core program, of course, in our naval powers is Columbia, which is secured through the middle of the next decade and is on a steady increase. And we are using that South Carolina facility to execute that program with greater and greater efficiency, which should be a tailwind on margins. Beyond that, which is really what I think you're asking, is we see that facility and our overall capabilities generally as well-positioned to help the Navy surge content into the industrial base with the goal of particularly increasing the throughput of submarines where we have important content beyond just Columbia.

In particular, I would say the first of those opportunities is in the area of steam turbine generators. The Navy has now given us $50 million of that industrial base money to build a test capacity in South Carolina for that. What should follow on is another contract to design a new steam turbine generator with production to follow. The problem that's addressing is that there's only one producer of steam turbine generators, which makes it something of a choke point in submarine production. And the Navy is interested in the second source to address that choke point. So I think we're a principal part of the avenue to address that challenge.

And beyond that, I think there's a more general view, and we're talking to the Navy in the future about can we use our capacity to take on more work and allow the yards to dedicate their resources to producing submarines faster. That's still a sort of an early-stage discussion, but I think there's real potential for additional content to move to suppliers such as Leonardo DRS, Inc. with, again, the goal of increasing that submarine throughput.

Mike Dippold: Yeah. The only thing I'll add, Seth, is from a timing perspective, we do expect the Columbia portion of the building to begin to come on in 2026, in late 2026, and actually begin to pull the work in. That Columbia piece of the investment not only covers Columbia but also if we have some successes in new platforms that'll help from a capacity perspective and ability to execute. What Bill was mentioning in terms of the steam turbine efforts, that funding is now flowing, and we're starting those exercises.

That will come on from a timing perspective a little later, you know, outside of 2026 as we create that test capability and start to move forward on the steam initiative. From there, you can start to see that extra tool that we're putting in a toolbox from a steam turbine generator perspective start to be an impact of revenue outside of that 2027 time frame as we begin to execute development work with the anticipation of hopefully having production thereafter.

Seth Seifman: Great. Thank you. And maybe just as a quick follow-up, do you expectβ€”how do you look at the bookings environment for the second half? Do you expect to exit the year with the backlog higher than it was at June 30?

Bill Lynn: Yes. We do. But let me let Mike address it.

Mike Dippold: Yeah. I wouldβ€”I think the bookings for the quarter of the kind of one-to-one ratio, I wouldn't put too much stock into that. We're continuing to see strong demand across all elements of the business. For the six-month period, we're still sitting above the one-to-one ratio, and we expect that to continue throughout the second half of the year. So still a lot of confidence. The macro tailwinds in the threat environment are still there. The budget alignment is there. And we feel good about our ability to continue to see strong bookings throughout the remainder of the year.

Seth Seifman: Great. Thank you very much.

Operator: One moment for our next question. And that will come from the line of Andre Madrid with BTIG. Your line is open.

Andre Madrid: Good morning, everyone. Thanks for taking my question. Thanks, Andre. You previously disclosed international sales would outpace the broader sales growth for this year. With the new NATO commitments, again, that's not instantaneous. It's over a decade. But could we see upside to, you know, what you initially thought international would be through the out years?

Bill Lynn: Yeah. I think a couple of things are happening in the international space right now. First off, you know, what will drive a little bit of the international is what happens with Ukraine. So I think first and foremost, that's going to be an indicator of where our international sales go. So far, that demand has continued. From a NATO perspective, we are seeing consistent demand signals across some of the, you know, East European members of NATO and are focused on being able to execute there. The question in the long term will be, what does that mean from a European industrial base investment buying American?

We continue to see the elements moving towards the ReadyNow capabilities are still important. So we see that as a tailwind to, you know, kind of the US domestic opportunities to sell abroad. I expect to see that trend continue. Again, we still view the international market as a growth engine because of NATO, but also just because of the other macro trends and the hot global conflicts that are emerging.

Andre Madrid: Got it. Got it. Maybe a follow-up to that. I mean, so long as they, you know, fit into the criteria that you've outlined already, would you be especially interested in acquiring anything over in Europe? I guess, following on to that, given that, you know, valuations have been a little high right now, a little rich, what's your attitude towards forging partnerships with defense tech names? I mean, this just seems to be becoming more prevalent in the current threat and demand environment, so curious to hear your thoughts there.

Bill Lynn: On theβ€”we have a global focus on our M&A. Obviously, we demonstrated that when we acquired RADA and the triangular merger that brought us public, RADA being an Israeli company. And we have looked in Europe and Asia as well. So we have an international focus. We're not limited just to the US. In terms of partnerships, that too is on the table. We have had discussions with different companies about arrangements we might make that will increase our mutual competitiveness. And so that would be on the table as well.

Andre Madrid: Got it. Got it. I'll jump back in the queue.

Operator: One moment for our next question. And that will come from the line of Christine Lewag with Morgan Stanley. Your line is open.

Christine Lewag: Hey, good morning, everyone. Bill, you've kind of talked a lot about the germanium risks here. I was wondering, are there other rare earth metals that you're watching? And it sounds like 2026, you'll see some improvement. But if you have, you know, I guess, what we're seeing in the industry is everybody else is also trying to figure out their supply. If things don't necessarily pan out as you expect for 2026, how could this shortage of germanium or higher cost affect operating performance?

Bill Lynn: Thanks, Christine. We do look at otherβ€”the biggest other material we think about is permanent magnets because that's a part of the electric drive system in Columbia and any other programs. We are pretty well protected right now in that we have the supply for all of our existing programs. So as we look at it, it's more protecting against future programs, and we're looking at what steps we would need to do to do that. But in terms of germanium on 2026, as I said, we have multiple paths in terms of recycling, other sources, other materials.

We think that through the course of 2025, those are going to come online and allow us to start to begin back up the ramp again in terms of germanium and protect the 2026 program.

Christine Lewag: I see. Thank you. That's really helpful. And following up on the opportunity in European NATO, even though NATO in Europe wants to spend more money on defense, there's also a concerted effort to focus more on indigenous capabilities. So, I mean, you guys are, you know, largely an American company. But your ownership is also with a European parent. So do you have any indication in terms of how these governments view you? Do they view you as an American company, or do they view you as hybrid because of your European parent ownership? How does that work? And does that change the opportunity for Europe for you regarding their higher spend?

Bill Lynn: I think we're in a proxy. We're most definitely a US company. I think that's how we're viewed both in the US and in Europe. I think though the angle towards which you're headed is right, is where we have opportunity, which is maybe unique given our ownership structure. We have the opportunity to team with and collaborate with Leonardo because of our closeness, and that allows us then to go into Europe as a home team and to use the good offices and the teaming arrangements with Leonardo. And we're seeing opportunities in the UK and elsewhere where we can execute on that partnership.

It's that partnership rather than just being seen as aβ€”it's not how we're seen as our country of origin. It's how we partner with our 70% shareholder.

Christine Lewag: Great. Thank you.

Operator: One moment for our next question. And that will come from the line of Moeller with Canaccord Genuity. Your line is open.

Moeller: Hi. Good morning. Just my first question here. If we look at the House Appropriation Committee's draft of the defense bill, there's a 57% plus-up to about $5.27 billion for the Columbia Class program. I was wondering if you could just comment on that and the reported 12 to 16-month delay in boat construction for Columbia Class and how that affects the one versus two production rate for Columbia and Virginia Class and how we should think about that.

Bill Lynn: Yeah. On Columbia, the Navy, working with the yards, has intentionally put us in a relatively segregated position so that we have, as I said, the contracts on Columbia for the ship sets all the way through shipset 12, which takes you into the mid-2030s. The purpose of that was to insulate this critical component from the ups and downs of the program itself. The reason to do that is you don't want to loseβ€”this is a complex program. You don't want to lose the learning. You don't want to lose the workforce by having gaps and, you know, having down cycles and then being forced to retrain.

That will cause schedule and budget issues in the Navy, and nor are we looking for that. So, you know, we're not really affected by that budget increase that you talked about. We have, you know, our budget set by contract all the way through the 2030s. And the intent of setting that contract out was not to change the motor schedule, the drive schedule, based on relatively modest changes in the ship delivery schedule, the submarine delivery schedule.

Moeller: Okay. And if we think about the force protection counter UAS side of the equation, if we do see the Ukraine war continue, I think you talked about this a little bit already, but presumably, that's incrementally positive for sales into US NATO allies, etc.

Bill Lynn: I think more generally, the threat that Putin posed through by attacking Ukraine is what's, you know, driving Europe to higher defense budgets, and they're seeing that concrete threat that Putin is prepared to cross borders in a way that we haven't seen in 80 or 90 years. That is then driving, you know, programmatic implications, prominent among them is force protection. The advent of drones, the importance of having not just kind of perimeter protection around your formations, but really organic protection inside those formations. So programs like RM Lids, that counter UAS system, become critical.

And what we're seeing is a growing international demand for that kind of system, partly driven by Ukraine, but more generally driven by the trends in warfare that we're seeing in Ukraine, you're seeing in Israel, and how do you bring on systems that counter that. And with some urgency given what Putin's doing in Ukraine and the future implications of that.

Moeller: Great. Thanks for all the details there.

Operator: One moment for our next question. And that will come from the line of Jon Tanwanteng with CJS Securities. Your line is open.

Jon Tanwanteng: Hi. Good morning, and thank you for taking my questions. Was wondering if you could break down the new guidance range and just the components of it. Especially the revenue line. What's driving that? Is it stronger demand or contract modifications? Maybe just more confidence in the ability to work down the backlog, you know, with improved supplier execution? Is there something else that's going on? Just a little help there would be helpful. Thank you.

Mike Dippold: Yeah. I'llβ€”I'll from the guidance on the revenue side, here, the uplift is certainly driven just by the continued demand that we're seeing. We got out of the gate really hot from a bookings perspective in Q1. And that confidence coupled with the consistency of the supply base and the material receipts 13% year over year. So, you know, the bookings demand, where we are with the backlog year over year, what we've executed to date through the six months, and the stability of the supply base gave us the confidence to increase the revenue guide, Jon.

Jon Tanwanteng: Okay. Great. And how should we think about the R&D intensity going forward over the next three to five years and how that affects operating leverage, especially if you chase these new programs in the new DOD budgets and increase NATO spending.

Mike Dippold: I'm sorry, Jon. I didn't catch the end of that. I lost you. Can you repeat that question again?

Jon Tanwanteng: Yeah. How should we think about R&D intensity and the operating leverage that you have, especially with, you know, the new DOD budgets and with the higher NATO commitments?

Mike Dippold: Yes. So from an R&D budget perspective, I'm assuming you're talking about the internal R&D spend. Correct. Yeah. But ultimately, what we wanted to do and what we've made a priority of is there's certainly an emphasis within the administration to get products to the warfighter quicker. And therefore, they're trying to accelerate procurements, and we wanted to ensure that we have ReadyNow solutions and ReadyNow capabilities and are investing increased IRAD in order to make that a reality. So we've taken up our IRAD, you know, from about 2.8% in 2024 to an area where we're sitting at the mid-threes here at the half-year point. So that's a sizable headwind from a margin perspective.

But we do believe we're investing in areas that are getting a lot of enthusiasm surrounding. And when you talk about the counter-drone capabilities, when you talk about space, missile seekers, as Bill mentioned in the prepared remarks, these are the areas we're investing in. The markets are growing. And we thought it would be prudent to continue to invest heavily in there to facilitate our continued growth.

Jon Tanwanteng: Okay, great. If I could sneak one more in there, just when do you think you can get margins on products containing germanium or alternatives back to the normalized range, whether that's through pricing or through supply, or going to some of these alternative technologies to do so.

Mike Dippold: Yeah. I think the first challenge we have is to execute against the backlog. Right now, we're in a position where we're a predominantly fixed-price shop. So the pricing fluctuations are being realized in our results, and that's what's realized in our guide. Prospectively, we are looking at contract modifications that allow some flexibility. In terms of the recovery when you have the volatility in germanium like we've seen, which is largely due to some of the trade wars and other elements that are going on that are, you know, kind of outside of our control. We've seen mixed results from a customer receptive perspective on that.

And we're continuing to push hard on that to make sure that we're derisked from the price volatility.

Jon Tanwanteng: Okay. Any sense of timing of when that normalizes overall?

Mike Dippold: It's going to be a program-by-program negotiation, to be fair. So it'll be on a contract-by-contract basis.

Jon Tanwanteng: Okay. Great. Thank you.

Operator: Thank you. And as a reminder, if you would like to ask a question, please press 11. Our next question will come from the line of Ronald Epstein with Bank of America. Your line is open.

Ronald Epstein: Hey, good morning. So germanium has been a bit of an issue for you guys. It really doesn't seem like it's been for anybody else. I'm curious why that may be the case. And then two, are there any other rare earths that we should start worrying about for you or others given what's going on broadly with trade, particularly with China?

Bill Lynn: Ron, I think obviously, we're a sensor house since an important piece of our product base. So germanium, I think, stands out for us. I don't know what's going on with others. But I'm sure they're not getting germanium. The other one, and I mentioned it on an earlier question, I'd say the principal other one we focus on is in the electric power area is permanent magnets. And there, I think currently, we're in a strong position with holding what we need to execute our current programs. But we are trying to anticipate future disruptions and trying to think about how do weβ€”how do weβ€”of course, we're winning future electric drive programs.

So we need to think about how we protect future sources of supply. It's a high-class problem, but we're anticipating winning other programs, and we're taking steps now to protect against that future potential.

Ronald Epstein: And then if you could peel back, Daniel, a little bit on, you know, with the big investments that are being made into the naval industrial base, shipbuilding industrial base. What other opportunities are out there for you all? I mean, I would imagine there's got to be a whole bunch of them if you could maybe mention a few.

Bill Lynn: Are you talking shipbuilding, or are you looking beyond shipbuilding?

Ronald Epstein: Shipbuilding.

Bill Lynn: Shipbuilding, I think as we said, we have the current Columbia program. The biggest near-term opportunity is the steam turbine generator that I talked about. Coming after that, I think, is just the general enhancement industrial base programs and the realignment of the workload between yards and suppliers. And then the one I didn't mention, but Iβ€”well, two I didn't mention, future ship classes as the propulsion system because of the operational advantages in terms of cost, in terms of quietness, and in terms of the mechanical systems just cannot meet the needs. And even as you increase sensor demand, which is inevitable, mechanical systems won't meet the need. So we think the next-generation destroyer DDGX is a good candidate.

The next-generation submarine, the SSNX, probably an even better candidate. And then, of course, internationally, international navies are looking at electric drive as well. So we think, you know, over the next five to ten years, there's going to be a shift into electric drive, and we think we stand to benefit from that.

Ronald Epstein: Got it. Got it. And then if I can ask you just one more. Sort of more macro question. You know, again, given your experience, you know, kind of on the hill and in the building, how would you expect fiscal '27 to play out? Right? I mean, in terms of the budget process this year was sort of bizarre. Right? Do we get another reconciliation? I mean, how is it all going to go? I mean, it seems kind of likely that there's going to be another continuing resolution. I mean, I don't know. I mean, if you were to look in your crystal ball, take a swipe at it, how would you guess fiscal '27 plays out?

Bill Lynn: I think, as I said, at the end of the day, it's hard. As you said, this has been a very unusual year, particularly with the very large increase in the reconciliation bill. And there's stillβ€”they allocated a lot of that to '26, but not all of it. So there's still some reconciliation money out there that needs to be allocated. They have to make a decision on what is the '27 base bill. As I said in the answer to an earlier question, so I mean, I think what you want to see is, you know, maybe a sustained and predictable increase in the defense budget that will let us meet the growing threats from China and Russia.

That's, I think, the policy goal. I do think it's going to be the policy goal of this administration. So I think, you know, they're going to have to find a way through reconciliation, maybe a second reconciliation bill. I don't know. And the core base budget bills to execute on that sustained predictable growth. That should be their goal, and I think it is their goal.

Ronald Epstein: Got it. Alright. Thank you very much.

Operator: Thank you. I'm showing no further questions in the queue at this time. I would now like to turn the call back over to Steve Vather for any closing remarks.

Steve Vather: Thanks for your time this morning and for your interest in Leonardo DRS, Inc. As usual, if you have any follow-up questions, please call or email. We look forward to speaking with all of you again soon. Enjoy the rest of your day.

Operator: This concludes today's program. Thank you for participating. You may now disconnect.

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  •  

Generac (GNRC) Q2 2025 Earnings Call Transcript

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DATE

  • Wednesday, July 30, 2025, at 10 a.m. ET

CALL PARTICIPANTS

  • Chairman, President, and Chief Executive Officer β€” Aaron P. Jagdfeld
  • Chief Financial Officer β€” York A. Ragen
  • Vice President of Investor Relations and Financial Planning β€” Kris Rosemann

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RISKS

  • Management stated, "the residential solar market in particular will contract in the years ahead," and noted a need to "recalibrate our level of investment in these technologies" due to expected reduced or eliminated incentive structures and policy changes, including the One Big Beautiful Bill Act.
  • Guidance reflects no assumption for major power outage events in the remainder of 2025, potentially limiting upside for segments that historically benefit from outage-driven demand.
  • Shipments to national and independent rental equipment customers "remained soft during the quarter," with expected continued weakness through the second half of the year.
  • Chief Financial Officer Ragen said, "Operating expenses increased by $33 million, or 12%, in Q2 2025 compared to Q2 2024, primarily due to higher variable costs and ongoing expenses from recent acquisitions."

TAKEAWAYS

  • Net Sales: $1.06 billion, up 6%, driven by 7% growth in residential product sales and a 5% increase in commercial and industrial (C&I) product sales.
  • Gross Profit Margin: Gross profit margin was 39.3%, up from 37.6% in the prior year second quarter, attributable to favorable pricing and lower input costs, partially offset by unfavorable mix.
  • Adjusted EBITDA: Adjusted EBITDA was $188 million, or 17.7% of net sales, up from $165 million, or 16.5%, in Q2 2024.
  • GAAP Net Income: GAAP net income was $74 million for the second quarter of 2025, compared to $59 million in the prior year, with diluted EPS of $1.25 versus $0.97.
  • Adjusted Net Income: Adjusted net income was $97 million ($1.65 per diluted share) for the second quarter of 2025, versus $82 million ($1.35 per share) in the prior year.
  • Free Cash Flow: Free cash flow was $14 million for the second quarter of 2025, down from $15 million in the same quarter last year, primarily due to higher working capital and capital expenditures.
  • Residential Product Sales: $574 million, up 7%, driven by energy storage systems and Ecobee, while home standby sales were flat.
  • Commercial & Industrial Product Sales: $362 million, up 5%, reflecting growth in domestic industrial distributor and telecom channels, partly offset by weaker rental and international markets.
  • International Segment: Sales rose 7% to $197 million in Q2 2025, with adjusted EBITDA of $30 million (15% margin), up from $25 million (13.6%) in the prior year.
  • Dealer Network: The number of industrial dealers increased by approximately 400 to roughly 9,300 as of Q2 2025, strengthening the company's competitive position.
  • Data Center Backlog: Backlog is above $150 million, with initial revenue recognition beginning in the second half of 2025 and the majority realized in 2026.
  • Tariff Impact: Guidance for FY2025 assumes continued 30% tariffs on China and 10% on other countries, with pricing strategies intended to offset tariff-related costs.
  • Full-Year Outlook – Net Sales: Full-year 2025 net sales growth guidance has been narrowed to 2%-5%, including an approximate 1% benefit from foreign currency and acquisitions.
  • Full-Year Outlook – Adjusted EBITDA Margin: Increased to 18%-19%, higher than the prior range of 17%-19%.
  • Full-Year Outlook – Free Cash Flow Conversion: The forecast for FY2025 has been raised to 90%-100% of adjusted net income, implying more than $400 million in free cash flow.
  • EBITDA Guidance Factors: Higher C&I sales and lower expected tariffs are supporting margin expansion for FY2025, while residential product sales projections have been reduced based on updated tariff assumptions.
  • Capital Allocation: $50 million in share repurchases were executed in Q2 2025, with $200 million remaining under the current authorization.
  • Term Loan Update: Term Loan A principal updated to $700 million, revolving facility set to $1 billion, with maturity extended through July 2030.

SUMMARY

Generac Holdings (NYSE:GNRC) reported an accelerating global backlog for large megawatt generators in Q2 2025, with management identifying data center power infrastructure as an unprecedented market opportunity. Executives highlighted strong operational execution as key to outperformance in adjusted EBITDA and margin improvement, driven by pricing and volume leverage. Strategic priorities include accelerating data center market participation through capacity expansion, managing margin resilience by offsetting tariff headwinds, and optimizing capital deployment for next-generation residential and energy management products.

  • Chief Executive Officer Jagdfeld said, "the size of the pipeline that we are cultivating in [the data center] market ... can move the needle like this. I think if we do things the right way ... C&I products are larger than the rest of the company."
  • Share count is expected to decrease for the full year due to ongoing share repurchases, providing incremental EPS support.
  • Executives emphasized recalibrating investment in the clean energy segment to restore profitability, as Ecobee delivered positive EBITDA, and overall drag from other "clean energy products" is targeted for reduction into 2026-2027.
  • Incremental tariffs on steel and copper were factored into guidance for the second half of 2025; gross margin improvement benefited from a lower-than-expected tariff impact.
  • Management expects home standby generator demand to remain stable at elevated levels, contingent on normal outage activity, acknowledging "a free option" for incremental upside if major storms occur.
  • Recent investment in the Beaver Dam, Wisconsin plant enhances C&I production capacity, supporting both ongoing and future data center opportunities.
  • Rising operating expenses are attributed to shipment volume, higher employee costs, and spending on recently acquired businesses.

INDUSTRY GLOSSARY

  • Ecobee: Generac's smart thermostat and energy management platform, contributing premium recurring revenue from connected home devices.
  • PowerCell 2: Generac's next-generation residential energy storage system, with shipments initiated in July 2025.
  • PowerMicro: Newly developed microinverter product, anticipated to launch in the second half of 2025.
  • Beaver Dam Plant: Generac's newest U.S. manufacturing facility dedicated to mid-range generator sets, enabling capacity expansion for large megawatt C&I products.
  • One Big Beautiful Bill Act: Recent U.S. policy legislation impacting federal incentives in the residential solar and storage market; mentioned as a significant driver of market contraction for the company's clean energy segment.
  • Gross Debt Leverage Ratio: Ratio of total outstanding debt to trailing adjusted EBITDA, reported at 1.7x for the quarter.
  • USMCA: United States-Mexico-Canada Agreement, referenced for its continued impact on tariff qualification per management's guidance assumptions.

Full Conference Call Transcript

Aaron Jagdfeld: Thanks, Kris. Good morning, everyone, and thank you for joining us today. Our second quarter results exceeded our expectations, driven primarily by C&I product sales to our industrial distributors as well as increased shipments of residential energy storage systems. Additionally, adjusted EBITDA margins came in well ahead of our prior forecast for the quarter, as a result of continued strong gross margin performance and better than expected operating leverage on the higher shipment volumes. On a year-over-year basis, overall net sales increased 6% to $1.06 billion for the quarter. Residential product sales increased 7% from the prior year, driven by significant growth in shipments of residential energy technology solutions as well as higher portable generator sales.

C&I product sales increased 5% year-over-year with increases in shipments to our domestic industrial distributor and telecom channels. Favorable price realization helped gross margins expand by 170 basis points in the quarter, resulting in adjusted EBITDA margins increasing to nearly 18%. We also continue to execute on numerous new product development initiatives during the quarter, most notably the formal introduction of our large megawatt generators. We have experienced very strong receptivity to our initial entry into the data center market, with our global backlog for products serving this important end market growing quickly, now standing at more than $150 million today.

Given increased visibility into our full year 2025 financial results, including our second quarter outperformance and lower than previously anticipated tariff-related price increases in the second half, we are narrowing our full year net sales growth assumption and increasing the low end of our adjusted EBITDA margin guidance range, resulting in an increase to our full year adjusted EBITDA outlook at the midpoint of these ranges. This guidance assumes that currently implemented tariff levels are maintained for the remainder of the year. We will continue to optimize our pricing strategy within the evolving tariff landscape while aiming to fully offset the cost of tariffs in dollar terms.

Additionally, we are executing on a number of supply chain and cost reduction initiatives that will help to further offset the impact of tariffs and other cost increases over the next several quarters.

Discussing our second quarter results in more detail, home standby sales were flat from the prior year as the category held a new and higher baseline level of demand despite power outage hours being down significantly as compared to a strong prior year period. As expected, with lower outages, home consultations decreased on a year-over-year basis given the strong comparable period included the benefit of severe storms in the South Central Region last year. However, home consultations outside of this region were up nicely from the prior year, highlighted by continued strength in the Southeast resulting from last year's high-profile outage events.

Close rates improved sequentially in the second quarter, and we continue to expect further improvement as we move through the remainder of the year, with strong signs of recovery here in the month of July. Importantly, activations or installations of home standby generators increased modestly from the prior year, also driven by the strength in the Southeast region. We ended the second quarter with roughly 9,300 industrial dealers in our network, an increase of approximately 400 over the prior year. Our growing dealer network is an important competitive advantage and continues to support a new and higher baseline of consumer awareness for the home standby category. We remain committed to investing heavily in growing and developing our dealer base.

Additionally, we have had continued success in expanding our aligned contractor program, which targets electrical contractors that purchase our products through wholesale distribution and drives incremental engagement and training within this important distribution channel. Collectively, these efforts represent a critical element of unlocking the growth potential for the home standby category by expanding our sales, installation, and service bandwidth. Additionally, we continue to work towards the upcoming launch of our next-generation home standby generator line, representing the most comprehensive platform update for the product category in more than a decade.

In addition to the introduction of the market's first 28-kilowatt air-cooled generator, the new home standby generator line lowers installation and maintenance costs, as well as quieter operation and improved fuel efficiency. The new platform also offers a number of benefits for our channel partners, including lower commissioning times and improved remote diagnostics, enabling operational efficiencies for their businesses and greater uptime and cost savings for their customers.

Portable generator sales increased at a robust rate from the prior year despite the year-over-year decline in outage activity. This growth was primarily due to market share gains. While we expect these recent wins to support greater baseline demand for these products going forward, as our guidance does not assume any major outage events in 2025. Moving to residential energy technology solutions, our team continued to execute extremely well on our Department of Energy project in Puerto Rico for our energy storage solutions, and combined with a record quarter for Ecobee sales, resulted in strong outperformance for this part of our business in the second quarter.

Our Ecobee team continued to add to their recent strong sales momentum and drove significant margin improvement compared to the prior year, resulting in positive EBITDA contribution through 2025. Additionally, the connected homes count for Ecobee devices increased to more than 4.5 million residences during the quarter, with energy services and subscription attach rates also continuing to grow, contributing to a rapidly expanding high-margin recurring revenue stream. We view Ecobee's premium feature set and user experience as a key differentiator within our growing residential energy ecosystem, and further integration of our residential solutions with the Ecobee platform will continue with every new product we launch.

Importantly, we continue to expect Ecobee to deliver positive EBITDA contribution for the full year as the team further scales these products and solutions. Shipments of our energy storage systems also increased at a dramatic rate during the second quarter. We are very pleased with the progress we have made in Puerto Rico through 2025, as this has enabled us to build strong relationships on the island, which is the second largest storage market in the US behind California. In addition to our success in Puerto Rico, we began taking orders in the second quarter for PowerCell 2, our next-generation energy storage system, with first shipments of these products beginning earlier this month.

We are also making very good progress toward the launch of PowerMicro, our new microinverter product line, which we anticipate will begin shipping during the second half of this year. The impact of the One Big Beautiful Bill Act on residential solar and storage markets has been well documented over the last several weeks. Despite the policy-related changes that will reduce or eliminate incentive structures for these products, we continue to view these technologies as important elements in the residential energy ecosystem we are developing that is focused on providing the kind of resiliency and energy savings that homeowners are increasingly demanding.

The secular trends of rising power prices and declining component costs within the solar and storage markets provide an attractive long-term backdrop for these markets to further develop and grow as the overall economics improve, absent the incentives.

That said, we believe the residential solar market in particular will contract in the years ahead. And as a result, we are evaluating the adjustments necessary to recalibrate our level of investment in these technologies as we are laser-focused on significantly improving the adjusted EBITDA contribution of the residential energy technology portion of our business in the coming years. Now let me provide some commentary on our commercial and industrial product category. Sales to our domestic industrial distributors increased again during the quarter given resilient end-market demand and strong operational execution that drove further reduction in C&I product lead times.

We project quoting activity and win rates in this important channel also increased on a year-over-year basis during the first half of the year. We do expect, however, year-over-year shipment declines to develop in the second half of the year given continued reduction in backlog resulting from our accelerated production output in recent quarters. Shipments to our national telecom customers grew at a strong rate from the prior year during the second quarter, as this channel continues to recover and is expected to deliver robust growth for the full year 2025.

The telecom market remains a long-term growth opportunity for Generac Holdings Inc. given the secular and network hub counts and increasing reliance on wireless communications that require much higher power reliability. Replacement opportunities within the telecom channel are also becoming more relevant given our large installed base of product and our long history of serving this market. As expected, shipments to our national and independent rental equipment customers remained soft during the quarter. And we continue to anticipate weakness throughout the second half of the year. Despite the current cyclical softness with our rental customers, we believe that this end market has substantial runway for growth.

Given the critical need for future infrastructure-related projects that leverage our products sold into the rental equipment channel. Internationally, total sales increased 7% from the prior year due to higher intersegment sales and C&I product shipments in Europe, partially offset by softness in other international markets. Adjusted EBITDA in our International segment increased at a robust rate from the prior year, given the solid sales growth and favorable price-cost dynamics in certain markets. We expect the combination of recent order trends across multiple C&I product categories and the favorable impact. We also anticipate an incremental benefit beginning in the third quarter from the initial shipments of our new large megawatt generators to international data center customers.

With respect to the important development project around our new large megawatt generators, these products are expected to enable a very significant incremental opportunity for the global C&I part of our business. Particularly within the large and growing data center market. These mission-critical solutions are a necessary part of the substantial investment in data centers, which are enabling the accelerated adoption of artificial intelligence. Given the tremendous power requirements of increasingly large data center campuses, demand for backup power for these applications is expected to continue to grow at a dramatic rate for the foreseeable future. This rapidly growing demand for data center power infrastructure has resulted in market supply constraints for backup power equipment.

Highly competitive lead times and the strength of our reputation in the power generation industry contributed to the strong initial response to our formal entrance into this market during the second quarter. And we have quickly built a global backlog of more than $150 million for these applications. With momentum continuing to build around a growing and significant pipeline of new opportunities. We expect global shipments of these products to begin in the second half of the year, with the large majority of our existing backlog to be realized in 2026.

Additionally, further global market opportunities exist for these products within our traditional end markets, in particular providing backup power for large manufacturers, distribution centers, healthcare facilities, and other critical infrastructure that have higher backup power requirements. As we continue to ramp our capabilities for large megawatt generators, with our expected annual production capacity sitting well above our current backlog, we believe that we are well-positioned to take share in this market over time given our unique focus, which allows us to provide customized sales, engineering, and aftermarket support while also providing data center customers with a robust service network to ensure uptime for these critical applications.

In closing this morning, our second quarter results reflect strong execution in a dynamic operating environment. With broad-based strength across our product categories. We will continue to lean into our core corporate value of agility as we navigate the evolving market and policy conditions while maintaining focus on the significant growth opportunities that exist as we further execute on our enterprise strategy. The megatrends of lower power quality and higher power prices are being further supported by numerous underlying trends, providing incremental avenues for future growth in our business. And we firmly believe our portfolio of products and solutions is uniquely positioned to deliver value and protection to homes, businesses, and institutions around the world.

I'll now turn the call over to York to provide further details on our second quarter results and our updated outlook for 2025. York?

York Ragen: Thanks, Aaron. At second quarter 2025 results in more detail, net sales during the quarter increased 6% to $1.06 billion as compared to $998 million in the prior year second quarter. The combined effect of acquisitions and foreign currency had a slight favorable impact on revenue growth during the quarter. Briefly looking at consolidated net sales for the second quarter by product class, residential product sales increased 7% to $574 million as compared to $538 million in the prior year. This growth in residential product sales was driven by a strong increase in shipments of energy storage systems and Ecobee home energy management solutions.

Portable generator shipments also contributed to this sales growth, while home standby generator sales were flat with the prior year. Commercial and industrial product sales for the second quarter increased 5% to $362 million as compared to $344 million in the prior year. Core sales growth of approximately 4% was driven by strength in shipments to our domestic industrial distributor and telecom customers, as well as strong growth within Europe, partially offset by weakness in shipments to national rental accounts and other international markets. Net sales for the Other Products and Services category increased approximately 8% to $125 million as compared to $116 million in 2024.

Core sales increased approximately 6% due to Ecobee and remote monitoring subscription sales, and other installation and maintenance services revenue. Gross profit margin was 39.3%, compared to 37.6% in the prior year second quarter, primarily due to favorable pricing and lower input costs, partially offset by unfavorable sales mix. The favorable price-cost dynamics were partly due to the timing differences between the realization of recent price increases and the higher tariff-related input costs. In addition, gross margins exceeded expectations for the quarter, partially due to a lower tariff impact relative to our previous guidance. Operating expenses increased $33 million or 12% as compared to 2024.

This growth in operating expenses was primarily driven by higher variable costs due to higher shipment volumes, increased employee costs to support future growth across the business, and ongoing operating expenses related to recent acquisitions. Adjusted EBITDA before deducting for non-controlling interest as defined in our earnings release, exceeded expectations at $188 million or 17.7% of net sales in the second quarter as compared to $165 million or 16.5% of net sales in the prior year. I will now briefly discuss financial results for our two reporting segments.

Domestic segment total sales, including intersegment sales, increased 7% to $884 million in the quarter compared to $827 million in the prior year, which included approximately 1% sales growth contribution from recent acquisitions. Adjusted EBITDA for the segment was $158 million representing 17.9% of total sales, as compared to $140 million in the prior year or 16.9%. International segment total sales, including intersegment sales, increased approximately 7% to $197 million in the quarter as compared to $185 million in the prior year quarter, including an approximate 1% benefit from foreign currency. Adjusted EBITDA for the segment before deducting for non-controlling interests was $30 million or 15% of total sales, as compared to $25 million or 13.6% in the prior year.

Now switching back to our financial performance for the second quarter of 2025 on a consolidated basis. As disclosed in our earnings release, GAAP net income for the company in the quarter was $74 million as compared to $59 million for 2024.

Our interest expense declined from $23.3 million in 2024 to $18.2 million in the current year quarter, as a result of lower borrowings and lower interest rates relative to the prior year. GAAP income taxes during the current year second quarter were $15.4 million or an effective tax rate of 17.2%, as compared to $19.6 million or an effective tax rate of 25% for the prior year. The decrease in effective tax rate was primarily driven by a favorable discrete tax item related to an immaterial business disposition in the current year quarter. Diluted net income per share for the company on a GAAP basis was $1.25 in 2025, compared to $0.97 in the prior year.

Adjusted net income for the company, as defined in our earnings release, was $97 million in the current year quarter or $1.65 per share. This compares to adjusted net income of $82 million in the prior year or $1.35 per share. Cash flow from operations was $72 million as compared to $78 million in the prior year second quarter, and free cash flow, as defined in our earnings release, was $14 million as compared to $15 million in the same quarter last year. The change in free cash flow was primarily driven by higher working capital and capital expenditures causing a greater use of cash during the current year quarter, partially offset by higher operating earnings.

We expect working capital to be a use of cash again in the third quarter as we continue to replenish portable generator inventories for storm season, and prepare for our next-generation home standby product launch later this year. Additionally, we opportunistically repurchased approximately 393,000 shares of our common stock during the quarter for $50 million. There is approximately $200 million remaining on our current share repurchase authorization as of the end of the second quarter. On July 1, we amended and extended our existing Term Loan A and revolving credit facility, resulting in a new maturity date of 07/01/2030. This agreement updated the Term Loan A outstanding principal balance to $700 million and reduced the revolving facility borrowing capacity to $1 billion. In addition, the amendment eliminated a 10 basis point credit spread adjustment that was included in the previous agreement and also resulted in a more favorable pricing grid based on our leverage ratio. Quarterly principal payments on the Term Loan A will begin in October 2026, with a lump sum due at maturity in July 2030. Total debt outstanding at the end of the quarter was $1.4 billion, resulting in a gross debt leverage ratio of 1.7 times on an as-reported basis. With that, I will now provide further comments on our updated outlook for 2025. As disclosed in our press release this morning, we are updating our full year 2025 outlook given our first half actual results driving increased visibility to expected full year 2025 net sales. As a result of our second quarter outperformance, being mostly offset by lower pricing assumptions in the second half of the year, primarily due to lower than expected tariffs. We are narrowing our net sales growth guidance range while holding the midpoint of that range. In addition, we are increasing the low end of our adjusted EBITDA margin guidance range and raising our free cash flow conversion guidance for the full year 2025. This guidance includes the following important assumptions: We are assuming that current tariff levels that are in effect today stay in place for the remainder of the year. This includes 30% tariff levels for China, compared to 10% previously assumed. We continue to assume 10% reciprocal tariffs on all other countries, and the continued qualification of USMCA for Mexico and Canada, consistent with our prior guidance. Incremental tariffs have also been levied against steel and copper imports since our previous guidance update, and we have assumed higher market prices for these metals in the second half of the year as a result.

Finally, consistent with our historical approach, this outlook assumes a level of power outage activity for the remainder of the year in line with the longer-term baseline average and does not assume the benefit of a major power outage event in the second half of the year, such as a major landed hurricane or major winter storm. Considering all these factors, we now expect consolidated net sales for the full year to increase between 2% to 5% over the prior year, which includes an approximate 1% favorable impact from the combination of foreign currency and acquisitions. This compares to our previous guidance of 0% to 7% net sales growth over the prior year.

We now project full year 2025 residential product sales to be slightly lower compared to our previous expectation, given lower assumed tariff-related pricing in the home standby category. We also now project full year 2025 C&I product sales to be modestly higher compared to our previous expectation given second quarter outperformance and favorable foreign currency rates relative to our prior forecast. As a result, we now expect Residential Products and C&I Products net sales growth to be more level-loaded for the full year 2025 relative to our prior expectations.

From a seasonal pacing perspective, we expect third quarter overall net sales to be slightly ahead of the prior year, with fourth quarter overall net sales approximately flat versus the prior year. Recall that the prior year periods included the benefit of multiple major outage events, which results in a strong prior year comparison in particular for residential products. Looking at our updated gross margin expectations for the full year 2025, we now expect gross margin percent to increase approximately 50 to 100 basis points compared to the full year 2024, coming in at approximately 39.5% at the midpoint.

This represents an increase from our prior expectation of approximately 39% due to our second quarter outperformance and lower tariff assumptions relative to the prior guidance. Turning to our adjusted EBITDA margin expectations for the full year 2025, given the factors I outlined in our net sales and gross margin update, we are increasing the lower end of our guidance range for adjusted EBITDA percent to approximately 18% to 19% compared to our previous guidance range of 17% to 19%. In line with normal seasonality, we expect third quarter adjusted EBITDA margins to improve 150 to 200 basis points sequentially from the second quarter given the projected significant operating leverage on seasonally higher sales volumes.

Additionally, we are raising our free cash flow conversion forecast given the impact of the One Big Beautiful Bill Act on our federal income tax payments. Given the favorable tax impact of immediate expensing of research and development costs, and bonus depreciation on certain capital expenditures, we now expect free cash flow conversion from adjusted net income to be approximately 90% to 100% for the full year 2025 as compared to our previous guidance range of 70% to 90%. Importantly, this would result in over $400 million of free cash flow in fiscal 2025, which provides for further near-term optionality within our disciplined and balanced capital allocation framework.

As is our normal practice, we are also providing additional guidance details to assist with modeling adjusted earnings per share and free cash flow for the full year 2025. For full year 2025, our GAAP effective tax rate is now expected to be between 23% to 23.5%, a modest decrease from our prior guidance of 24.5% to 25%, due to the second quarter outperformance. Our GAAP effective tax rate for the remaining two quarters of the year is expected to be approximately 25%. Importantly, to arrive at appropriate estimates for adjusted net income and adjusted earnings per share, add-back items should be reflected net of tax using our expected effective tax rate of approximately 25%.

We continue to expect interest expense to be approximately $74 million to $78 million for the full year 2025, assuming no additional term loan principal prepayments during the year. This contemplates a lower interest rate due to our recent Amend and Extend transaction, mostly offset by modestly higher outstanding borrowings. This guidance is a significant decline from 2024 interest expense levels due to a decrease in outstanding borrowings and the full year impact of lower sulfur interest rates. Our capital expenditures are still projected to be approximately 3% of our forecasted net sales for the full year, in line with historical levels.

Depreciation expense, GAAP intangible amortization expense, and stock compensation expense are also expected to remain consistent with last quarter's guidance. Our full year weighted average diluted share count is expected to be approximately 59.4 million to 59.5 million shares as compared to 60.3 million shares in 2024. Finally, this 2025 outlook does not reflect potential additional acquisitions or share repurchases that could drive incremental shareholder value during the year. This concludes our prepared remarks. At this time, we would like to open up the call for questions.

Operator: Certainly. Star one on your telephone and wait for your name to be announced. In the interest of time, please limit yourself to one question. And our first question will be coming from Tommy Moll of Stephens. Your line is open.

Tommy Moll: Good morning, and thank you for taking my question.

Aaron Jagdfeld: Hey, Tommy. Good morning.

Tommy Moll: Aaron, on the recent entry into the data center market, sounds like things have gone pretty well so far, but I just wanted to ask for anything else you can give us there. When could these revenues start to be meaningful? Are the lead times for some of the incumbents there still as extended as they have been in recent years? What have you learned so far?

Aaron Jagdfeld: Yeah. Thanks, Tommy. So yeah. I mean, this has been something we have been talking about for the last few quarters. You know, the entry into this market and something, frankly, we have been working on for a couple of years. We have not been talking about it much because we wanted to get to the finish line. But it will begin to impact revenues this year in the second half. Our initial shipments in the international market will start in Q3. And then, you know, very late this year, we will start to get our first domestic shipments out to those customers. But much of an impact this year. It is really a 2026 story right now.

What we are being told, and this is just, you know, kind of to size the opportunity for us anyway. Because I think this is by far and away one of the biggest needle-moving opportunities that I have seen in my time here in my three decades with the company, just both in the size of the market opportunity that data centers in particular present, but also, obviously, the growth rate there.

And the fact that you know, this feels like something that is going to go on for a long time, combine that with the structural deficit in the availability of these backup power products, in our early conversations here over the last several months, nearly every data center developer, operator, owner, end customer has told us that there are two major components that they worry about the lead time for construction of new data centers. The first is transformers. And the second is backup generators.

So what we have learned, to answer your question, is that we believe, based on our conversations, there appears to be about a structural deficit just in 2026 of something on the order of maybe 5,000 machines. Based on current capacity in the market and based on current construction completion timelines for the projects that are underway for data centers. So obviously, 5,000 machines is a lot of machines. You know, if you look at kind of on the high side, every single copy of every machine would be about a million dollars all in. So it is a huge market just being served on an annual basis today, much greater in size than anything that we have ever approached.

And two, the structural deficit that is there, I think, will allow for a pretty rapid entry for us into the market. I am shocked at the, you know, over $150 million that we have already booked in hard orders. And the size of the pipeline that we are cultivating in this market. Been very well received with the, you know, not only just the product, but you know, I think our brand, our reputation, the quality of our distribution, the quality of our balance sheet, frankly, the ability to stand behind these products in these very critical applications I think we have been very well received initially here. We have got to deliver, we have got to execute.

So, you know, it is not we are not this is not a layup by any stretch of the imagination, but we are taking this very seriously. We do have good capacity, you know, to grow in the next year or so. But given the kind of situation that this market is facing from a structural deficit standpoint in terms of supply versus demand, we believe that, you know, based on our early learnings here and then our early success, we are going to have to make some potentially bold moves around additional capacity if we want that to be available for 2027 and beyond.

We think we are in really good shape for '26 and really probably even for parts of '27. But given the size of the deficit, that 5,000 machines just for next year, we think there is real opportunity for us if we lean into this and be aggressive. Again, like I said, I have never seen something that can move the needle like this. I think if we do things the right way, I think this part of our business, which has always been a good solid business. Right? It is over a $1.5 billion opportunity today. That is the size of the C&I products part of our business.

You know, that is something that I think can grow dramatically in the next several years. And this we could be in a situation in several years where the C&I products are larger than the rest of the company. So I think it is, you know, this is just an exciting time and something that we are, you know, we are going to lean into. And it is a global opportunity. And it is a global opportunity. I think that is the other exciting piece of that. Yeah. I am going to add.

Operator: Okay. One moment for our next question. Which will be coming from George Gianarikas of Canaccord Genuity. Your line is open, George.

George Gianarikas: Everyone, good morning, and thank you for taking my questions. I would like to concentrate on some of the comments you made around Ecobee and the solar market opportunity. There is at least to me, appears to be a little bit of a change in tone here around your willingness to continue to invest in the inverter market over the long term, over the medium term. I was just wondering if you can sort of paint a broad brush and help us understand a little bit around how you might be changing your philosophy around those markets. And maybe just update us on what the dilution was from the Cleantech business during the first half of the year. Thank you.

Aaron Jagdfeld: Yeah. Thanks, George. So, yeah, I do not know if it represents a change in tone. I perhaps. I you know, it is maybe that is the right way to characterize it. Let me say what has not changed. And I think the comments we wrote, the specific commentary was we are laser-focused on reducing the drag on earnings from this business, i.e., we want to get it to be in positive territory. We will get it to be in positive territory. Now we have to obviously recalibrate if the overall market size for solar in particular, if that is going to decrease. In the years ahead, and it is likely that it will, the question is how much? Right?

I think there are still some things that need to be vetted and understood as the One Big Beautiful Bill kind of now moves from, you know, it being passed as legislation into kind of interpretation by Treasury and what happens there. In terms of the actual impacts to the market. But clearly, the market is going to contract for solar. Just, is it going to contract 20%, or is it going to contract 50%? So but take a range. Maybe it is 20% to 50%. We believe that market, if you just step back, has been heavily impacted obviously by the incentive structures over the years. It has been distorted. The word we keep using internally here.

It is a market that has been frankly, this is one of the major problems you run into in terms of distortions that can happen in markets when you have subsidization for as long as you have had with this market. And the changing kind of timelines around those subsidizations, the changing quantums of those subsidizations, we actually believe the elimination of subsidies for solar is a good thing for the market. In the long run, it will help this market grow structurally grow in a way that normal markets grow. Right now, it does not look anything like a normal market. In fact, you can look at how a typical solar system is transacted.

That transaction almost looks like nothing else on the planet. In terms of how it is structured, the financial engineering, the craziness around it. And I think a lot of that has had a negative effect actually on the underlying structural integrity of the market in terms of, you know, it has had kind of a distorted effect on the overall ASP for a project. I think the ASPs for projects are higher. There is a reason they are considerably higher here in the US than they are in Europe.

And I think a lot of that has to do with the, you know, just the amount of subsidization, the amount of incentives that go into that and the structures that come out of those transactions with tax equity structures, and other elements. I think if we get rid of all of that, over time, what will be laid there is a market that can work. You can see what is going on in Europe. It works. Power prices are going up. You can look at your own power bill. Look at your neighbor's power bill. Look at power bills across the country. This is without a doubt a story that is underreported.

We can talk about power outages all we want, but at the end of the day, the cost of power is going up and there are lots of reasons. People can pick their reason and it differs by utility. It differs by region. It differs by type of customer, but at the end of the day, your power costs, my power costs have gone up over 30%. In the last five years, and are expected to double in the next ten or greater. You are already seeing this play out in parts of the country.

As power costs increase, and as the cost of these technologies, i.e., solar, storage, energy management, all of these technologies continue to come down rapidly in cost. They have done that over the last couple of decades, and they will continue to do so. You can get to economic outcomes there that are very beneficial. To homeowners and businesses by installing solar even without the incentive structures. And that, I think, is where this ultimately lands. Now there is going to be a couple more years of noise here. As the incentives taper off. Going to have some pull forward of demand with safe harboring maybe in the second half of this year.

And all of that has to wash through the system. But for us, we think that solar and storage are still important technologies in a residential energy ecosystem and parts of that. Now they are not the only parts. Okay? We believe EV charging is going to be an important going to play an important role. We believe that energy management with the Ecobee products are going to play an important role. We believe generators are going to play an important role. In the energy ecosystem. All of this linked together is how we are going to keep homeowners and businesses resilient and we are going to help them save money on their power bills.

We are going to give them a lot more independence going forward. It is going to take time to build that out. But we are not going to continue to lose money on this business in perpetuity. We have said that. The drag on this, I think, York, for the first half of the year, was about first half, three to four hundred points. But overall for the year, let us call it 300 to 350. That is our expectation. For the full year. For the full year. But continuing to improve. We have seen that improvement already in Ecobee, and we are going to continue to see that in the rest of the business.

Now we will adjust our spending. Right? If the market is smaller, we are going to have to adjust the level of our investment, recalibrate our investment. We have got a lot of new product coming to market this year. Won't have a lot of that new product cost, if you will, the development cost will start to taper, and we will go more into a sustaining mode on those new products. Going into 2026. So I think we are in a good place to make the recalibration that we need to make there.

But we are still committed to this being part of, you know, an energy ecosystem, we think, an important element for us to plant the flag in going forward, here at the company.

Operator: And one moment for our next question. Our next question will be coming from Mike Halloran of Baird. Your line is open, Mike.

Mike Halloran: Hey, good morning, everyone.

Aaron Jagdfeld: Good morning. Thank you, Mike.

Mike Halloran: Hey, Aaron. Can you just continue that train of thought then? What is the next call at twelve to eighteen months look like as far as the iterations go for how you get that back to kind of a neutral profitability level, the clean energy piece? What are the types of things you are thinking internally? Know, what is that timeline look like? Is this the clean energy piece specifically, or does that include Ecobee, which, correct me if I am wrong, but that is already at a profitable level. So is that the net of the two, or is that exclusive of Ecobee?

Aaron Jagdfeld: So yeah. No. So correct, Mike. You know, Ecobee is profitable year to date, and we expect to be fully profitable for the year. It is done. That team has done an outstanding job. And the growth rate there has been fantastic. It is a huge part, obviously, of our whole energy technology business when you look at it together. The big, you know, kind of drag remains in what we refer to as our clean energy products. Which are the storage products, the solar products where we have had very heavy development cycles ongoing to bring these new products to market.

As I said, kind of on the previous commentary, you know, those new product cycles of new product introduction costs in those cycles should start to taper as we get these new products in the market. So PowerCell 2, which is our new storage device, just started shipping here. Earlier in July. And our PowerMicro, our new microinverter product line, is going to hit the market later this year. So, you know, the development cycles, you know, are starting we are getting in the final innings of the development cycles, and that is where a lot of the spend has been.

Now transitioning that spend over to support right, and sustaining efforts, you know, is was kind of the next phase anyway. And so that was already kind of in the plan. And obviously, though, if the market is smaller, won't need as much support. You won't need as much, you know, in terms of sustaining in theory. And so I think there is an opportunity there to look at recalibrating, you know, that depending again on where we think the market is going to be. The answer to your question directly over the next twelve to eighteen months is difficult because we do not know where the market is going to be over the next twelve to eighteen months.

That is a piece that we are still, you know, kind of we are vetting out. We want to get a very clear understanding where it is going to go. We know it is going to contract from current levels. And by the way, current levels are depressed. I would just point out current levels are also depressed though because of two factors. One, you had the change in the net metering rules in California. From net metering 2.0 to 3.0. Which had an impact a negative impact on the market. Now that is largely started to wash through. But the second kind of effect that has been depressing the market is high interest rates.

And I think it is you could make a case that it is more likely than not that interest rates are going to go down as opposed to up in the future, which should provide a backdrop for a bit stronger market dynamics. Know, all things equal. In the clean energy types of products. So know, I do think the market is going to contract. There is no doubt. We are going to recalibrate spending. We are still targeting. We had said at our Investor Day, a couple years ago that by 2027, this was a profitable area for us. That is still our focus for the company.

We think that we have got to find a path to do that. Ecobee certainly has done their part. They are well on the way. In fact, I would say they are ahead of plan in terms of where we are coming out there, which is great. Now we have got to turn our attention to the rest of that part of the business. And, again, like I said, we are super excited about the new products we have got coming to market. And the receptivity we have had with our early discussions with the solar channel in particular. And, you know, we have got to see where the market kind of shakes out here, the overall market.

In terms of a forecast for 2026 in particular, but also know, as we think about the next three years.

Operator: Our next question will be coming from Jeff Hammond of KeyBanc Capital Markets. Jeff, your line is open.

David Tarantino: Hey, good morning, everyone. This is David Tarantino on for Jeff.

Aaron Jagdfeld: Hey, David.

David Tarantino: Hey, Dave. Maybe on home standby, could you give us more color on the underlying trends here and how we should expect the category to progress through the rest of the year? Particularly around what the dealers are telling you around the demand afterglow from outage events last year and how inventories look in the channel?

Aaron Jagdfeld: Yeah. Thanks, David. So, you know, home standby, it is pretty what is really amazing about home standby is you know, outages have been kind of light here in the first half of the year. We had a great second half of the year, obviously, in terms of outages. Very active. Not great, of course, if you experience those and some of the reasons why you experience them. But there to help our customers with our products. And, you know, we had a very active second half of last year. That as we would normally expect, right, we have always said six to twelve months of afterglow, if you will, from those big events.

And that is really kind of played out here. In the first half of the year, installations of products are up. To date, which is great. They were up in the second quarter. So they you know, we are kind of holding on to that new and higher baseline. We continue to add dealers, which I think is always one of those things that we watch very closely. Is the pace at which we can continue to add dealers has remained, you know, has remained robust. IHCs were down in the quarter, but you would expect that with lower outages. Seasonally, the second half of the year is really important. Right?

So no doubt we are watching with great attention what happens in the second half of the year. You know, we do not have just remember we do not put any major events in our guide. Which you know? So we are guiding our that business, that part of our business. We are guiding to a baseline level of outages which is generally significantly lower particularly in the back half if you do get major outages. So, you know, I would tell you that it is almost like there is a free option there on home standby if we do get some kind of event in the second half.

And we have always said those events are, you know, $50 and a $100 million impact. We saw that play out pretty much on point last year. And we would we would say that would probably be the situation again this year. I might I might say the only difference might be we have done a really nice job in portable generators. We have got a new team there that is leading that business. That part of our business, those products. And they have done a great job getting some really major wins at some incredible retailers and expanding our shelf space. So we are feeling really good about where we sit for our market share standpoint in portable gens.

So if we were to get some major outages, we might actually have a nicer tailwind there. We are going to be set from an inventory standpoint. A little bit of, you know, the cash flow in the quarter. You know, in terms of our working capital needs in Q2 were driven by kind of replanning portables, a heavy storm season from last year, but also getting ready for this year's storm season and the fact that we have got increased placement with our in the retail channel with those products. So what the market is telling us around home standby, though, is you know, it is and it is always been kind of a regional story.

So the Southeast remains pretty robust, right, coming out of last year. The activity there is great. Are other parts of the country where it is weaker because we have not had the outage activity. But, you know, I think if you were to stand back and you look at it on a whole and you look at kind of the home standby business or the products there as a segment, as a group, it has been incredible how it continues to grow. And after every one of those major events like we had last fall, it holds on to that higher baseline level. It grows from there.

Now it might be slower growth for a little bit of time here until we see another inflection point with more outages. But it is an incredible part of our business in terms of the ability to grow that business on the back of outage high-profile outage events and then to hold on to that growth. And move from there. So really pleased with kind of how that business has continued to pace.

Operator: And one moment for our next question. Our next question will be coming from Brian Drab of William Blair. Your line is open.

Brian Drab: Can you just talk about pricing and the so we have the 7% to 8% increase, I guess, in March, and you said that it had some positive impact on gross margin. But how is that received overall in the market, any effect on demand? And how are you adjusting your plan for pricing on the new product line given how tariffs have evolved?

Aaron Jagdfeld: Yeah. Thanks for the question, Brian. So pricing, you know, dynamic environment we are in. We are all kind of glued to the twenty-four-hour news cycle here on where these trade agreements are coming out, it sounds like the administration is making progress here. You know, it is slow going. Obviously, these are major deals. And it takes time to get these deals put together. But I think in the end, you know, we would put price into the market, in response to what we understood the tariff environment to be. Those were effective. I think it the April. That was roughly the seven to 8%, Brian, that you referenced there.

That is and I am talking specifically now about the home standby impact there. Did not see much material impact on demand. We did just to remind you, you know, we had updated our updated guidance at the time, did contemplate some demand destruction on higher price. For the remainder of the year. So, you know, there is some demand destruction that we built in, and, you know, I think we have largely based on our results, I think it is kind of played out the way that we saw it playing out. The second part of your question kind of where are we going from here? So we have a new product line coming out.

Second half of the year. It is our next-generation home standby product line, which is phenomenal, actually. The product itself is just so far advanced from even the existing platform and so far ahead of where the market is at today. We are super excited about that. There is a bit more cost to that product with some of the feature sets that we have added, which is good, but that will require some additional pricing adjustments. And, of course, we have got some new, you know, we have got additional knowledge on the tariff, the trade deals that have been inked so far and where we are sitting.

So there is probably as we release product into the market, we just announced the availability of our new 14-kilowatt and 18-kilowatt units. That is the first part of the new product line to be released. Those just went on order here this week. As a matter of fact, early this week, the order book opened on those, and we will begin shipping those next week.

And those contain a price increase somewhere in the depending on the SKU and the mix, five to 7%, call it, additional price that will go in kind of, you know, again, mostly because of the additional feature sets that we are including with the products, but there is a little bit of kind of rebalancing with some of the tariff information that is now known that was not known back when we did the last round of pricing in April. We still have a good chunk of the product line to be released. Here in the second half of the year, our larger nodes. Everything from the 20-kilowatt nodes all the way to the 28-kilowatt nodes that product offering.

And so we have not released pricing on those nodes yet, continue to watch the tariff environment. We may have to go back and touch pricing again. On the fourteenth and eighteenth if something changes, but probably not material at this point. It is probably small. So we feel pretty good about where we are sitting with respect to pricing. And, again, the demand destruction, if you want to call it that, that have occurred. We think that played out largely in line with our guide.

Operator: Okay. One moment for our next question. Our next question comes from Mark Strouse of JPMorgan. Mark, your line is open.

Mark Strouse: Thank you. Good morning. A couple questions. Going back to the data center opportunity, can you just kind of talk about the backlog that you have so far in the initial conversations that you are having, are those with kind of larger hyperscaler type data centers? Are they more traditional data centers? Any color there you can provide?

And then going back, Aaron, to your comments about potentially expanding capacity, can you just talk about kind of looking at your footprint, looking at your supply chain, you know, other factors that go into that, how I do not want to use the word easily, but, you know, how quickly can that be done in you talk about the CapEx requirements if you are going double capacity, triple capacity, whatever it ends up being, how we should be thinking about that? Thank you.

Aaron Jagdfeld: Yeah. Thanks, Mark. So just on the pipeline, our opportunities include both the I would call it traditional data center owner-operators as well as hyperscalers. But we are getting traction is with the hyperscalers because they are their power needs are greater. And frankly, that is where the biggest part of the deficit in the market seems to exist is around those. But it is a market-wide deficit in terms of supply versus demand. So we are seeing those opportunities manifest.

I would say some of our more interesting conversations are with we are talking about '27 and beyond at this stage because they are planning out obviously, they are trying to lock up supply, further out and they are, you know, I mean, they are out '27, '28, some cases 2029. The conversations are out. So then the second part of your question on footprint. So we have nine facilities around the world that are capable of producing commercial and industrial products. And so we have three here in the US, we have one in Mexico, one in Brazil, one in India, one in China. We have a facility in Italy and a facility in Spain.

I think that is nine if I did my math right. And so those facilities are capable of producing C&I products. Not all of them are capable of producing the large megawatt products. But what I would say is by expanding capacity in the mid-range of our products, we are able to create additional capacity opportunities for large megawatt. I will give you an example. Here in North America or here in the US, we just opened a new plant here in Wisconsin. Our biggest plant in the US, 345,000 square feet in Beaver Dam, Wisconsin. We just commissioned that plant back on April 1, cut the ribbon on it, locally here just this past, last week.

And so that plant is operational. What that plant allows us to do, it is focused on our mid-range gensets up to basically, to one megawatt. And so that is going to be more of our traditional market, end markets like telecom, you know, and some of our traditional back markets. What it allows us to do is take product that we are currently manufacturing, those higher output products that we are currently manufacturing in one of our other facilities nearby Oshkosh, Wisconsin, and free that facility up to be focused not quite 100%, but close to the opportunities that exist with these large megawatt units.

And so by the very nature of that, we have added a lot of capacity in the system by bringing this new plant on even though the new plant was not maybe aimed directly at the large megawatt product. That plant that we just brought online is about a $65 to $70 million investment. All in. So, you know, as we think about and it took us about fifteen months. Bring the plant on, twelve to fifteen months depending on it is pretty actually, to twelve months than fifteen to bring it up to speed. And, to get it constructed and get it going. So as we think about the future, and again, 2026, we are fine.

We have plenty of capacity. We are well over $150 million backlog we have got, and we are going to get, you know, orders of magnitude over that in terms of what our raw capacity is globally. For these large systems. When we think about the opportunity that exists for '27, '28, and beyond, I want to get ahead of this. And I want to get ahead of it now. And so, you know, we are going to have to take, you know, and make some big bold bets on additional capacity. You know, and that could come through organic efforts. You know, we could build some factories. We could buy some buildings, we can do some things there.

That are frankly in our wheelhouse in terms of, you know, again, I referred to this in my prepared remarks, but our core corporate agility, one of them is a Jill or core corporate value is agility. We just move fast at the company. We know how to do that. We are comfortable with that. It is a legacy of serving kind of honestly, it comes from our residential side of our business where it is a legacy of being able to react to exogenous events that happen. You know, I we think that our supply chain we have got a, you know, we have got great partnerships built in the supply chain for these large megawatt units.

And they are prepared. They have got a lot of capacity already. They are prepared to add more. What we need to do is continue to look at all elements of the value chain there end to end to make sure that there are not other constraints that exist. And if there are, how do we solve for them? So this is going to be an all-out effort by the company to figure out how we grow this segment of our business very, very quickly in the years ahead. And it is going to come we are going to need to invest. The good news is we have got a really great balance sheet generate a lot of cash flow.

We generate, you know, $400 million this year. So And we have ahead steam. And we have got ahead of steam. Yeah. In terms of our momentum going forward here. So with our backlog. So we feel like we are well-positioned to, you know, maybe you want to call it a rotation of investment, you know, somewhat out of some of the energy technology things we have been focused on and into this C&I opportunity, which we just want to we just think we can win there. With our approach. So super excited about that.

Operator: And our next question will be coming from Keith Housum of Northcoast Research.

Keith Housum: Morning, guys, and thanks for the opportunity here. Hey, you hope you guys could perhaps just dimensionalize a little bit the current industry capacity for these data centers. You mentioned deficit of about 5,000 devices. How much can the market do today? And then perhaps, what is your capacity? Is it $300 million $400 million as you guys currently have it built?

Aaron Jagdfeld: Yeah. Thanks, Keith. So the overall market size again, is there is a lot of there is a lot of moving pieces there, but, you know, it is significantly above the 5,000 deficit, obviously. But it is you know, it continues to evolve. And a lot of that is going to be it is going to be defined by how quickly the data centers can come online. You know, one of the challenges that still has to be solved by the data centers is the ability to connect to the grid. Right? So what we are seeing, and I think what you yeah.

For those of you who track some of the companies in the marketplace that provide different solutions for what we refer to as bridge power. Right? Maybe unique solutions, individual solutions that can create a somewhat independent, almost microgrid, if you will, for a data center site. And they can stand up that microgrid, that data center and bring it online more quickly. A lot of the overall size of the market is being dictated by how quickly can these data centers be put into service, either by connecting to the grid or through their self-sufficiency with some kind of bridge power solution until they can connect to the grid. So it is a moving number.

It is a moving target. Again, the 5,000 deficit that we reference is kind of based on what the individual market participants have told us that they believe and not market participants in terms of genset participants, but the customers, for data centers, what they believe that to be a deficit in the market. So they are not telling us how big the whole thing is. They are just saying they believe there are, you know, there are thousands and thousands of units short here even for 2026.

Our own capacity just kind of looking at what we think we can do in terms of capacity for next year, I think it is, you know, easily north of $500 million in terms of what we have as capacity today. Based on the nine facilities we have, based on bringing Beaver Dam online here, this year and also some expansion that we are doing investing in some areas in some of our other plants to allow them to do even more to expand their capacity of large megawatt product in particular. Either through additional test capacity, which is generally the constraint or through some of the other production capacity.

What we need to do is size that with our supply chain as well. We think right now, our supply chain could keep up with that. This is where I think real quick. Very quickly. Yeah. You think about $500 million. I mean, that is a third of our entire C&I business today. You know? So, I mean, it is a again, I keep using the term needle-moving because that is truly a needle-moving opportunity. But the good news is, you know, we have got good capacity in put in place. We have got, as York mentioned, momentum. And we are willing to commit to additional capacity as the market grows and as our participation grows alongside of it.

Operator: And one moment for our next question. Our next question will be coming from Dimple Gosai of Bank of America. Dimple, your line is open.

Dimple Gosai: Thank you. I appreciate the time today. You raised EBITDA margins to 18% to 19% from 17% to 19% previously. My question is what is driving the confidence in margin expansion, right? How much of this is due to structural improvements, say, input costs or temporary tailwinds from mix pricing? As opposed to uplifts from tariffs. Right? And how sustainable are these margins into 2026?

York Ragen: Yeah. No. I think, what we have been our gross margin performance has been quite strong, I would say, for the last four quarters. Yeah. So we have demonstrated that we can execute on strong gross margin. So that alone gives us confidence that can continue on. Now from a tariff standpoint, you know, the market has absorbed the pricing. And you can see from our Q2 performance that we were able to withstand that. We believe in the second half, we will continue that. We have got confidence that the impact of tariffs will get offset by price, and that will allow us to hold those strong margins.

And I think the increase from our prior outlook is just a function of holding those margin dollar levels on slightly lower sales, on slightly lower pricing. So that alone will drive your margins up. But what we have seen today is we believe we can offset those tariff impacts.

Aaron Jagdfeld: I would say I would add to that, Dimple, that when you think about longer-term margins, from some of the energy tech products that we talked about earlier. And then if we, you know, if as that C&I business begins to rapidly grow, the leverage that we are going to get from that growth is going to also be, I think, a positive overall for our margins. So the combination of those two factors as well gives me confidence longer term that our margins have the opportunity to continue to expand. I mean, we had laid that out also at our last IR event. You know, we were targeting higher margins even than where we are operating today.

We believe that is still very achievable. You know? And that is even kind of before we get to some of the potential opportunities within the data center market that we have been talking about this morning. Definitely in the on the EBITDA line. Definitely. On the EBITDA. Yeah. The operating leverage on the EBITDA line will be large. Absolutely.

Operator: And one moment for our next question. Our next question will be coming from Sean Milligan of Janney. Your line is open.

Sean Milligan: Thank you for taking the question, guys. In terms of the data center piece, you just kind of hit on it, but I was trying to understand how we should think about margins for that book of business. You know, are they I guess, both from a gross and the EBITDA side within the C&I piece, like, are they going to drag that margin profile higher over the next couple of years also?

Aaron Jagdfeld: I think at the gross margin line, if you just looked at those projects on their own, you know, they do not look tremendously different than our C&I product margins. You know, they are maybe a little bit softer than that on a percentage basis, but, actually, they are quite a bit stronger than our initial business case going into this market. Presented. We thought that those percentages would be more challenging, and they would be potentially dilutive at the gross margin line. I do not necessarily see it happening that way with C&I products now.

Given where because of the structural deficit in the market, pricing of those products to the market has gone up from our initial business case and is putting us in a place with gross margins on those products that look a lot more like our traditional C&I products. And as a result and even, you know, even if we were to the business case that we if we were talking about the business case we originally had, we were going to see accretion on the EBITDA margin line because of that leverage. Going to see it.

It is going to work out even better now because gross margins also will be stronger than we had initially planned for, and you will get the leverage on the operating leverage at the EBITDA margin line. So net, Sean, I think it is, you know, this is again where kind of my previous answer to Dimple's question. Why I have got confidence that our EBITDA margins can continue to expand in the future is in particular on the back of what we are looking at doing here in data centers. Even on a consolidated basis. Even on a consolidated basis.

Maybe slightly maybe dilutive about the gross margin line on a consolidated basis, but accretive to accretive on a consolidated basis EBITDA margin for sure.

Operator: Thank you. One moment for our next question. Which will come from Joseph Osha of Guggenheim Partners. Joseph, your line is open.

Joseph Osha: Hi. Thanks. I am wondering if you could talk a little bit about your diesel source strategy. I am wondering whether for starters that supply chain is showing some signs of stress as well given how busy data centers are and also how you are thinking about where you might procure, in particular, what your opportunities are outside of China?

Aaron Jagdfeld: Yeah. Thanks, Joe. It is a great question because, obviously, at the heart of every one of those machines, is a lot what we refer to as a large bore diesel engine. That produces, you know, the kind of output that is required in each of these machines. And these are engines that have been around a long time, but they have been traditional and they have been used in power generation in the traditional market sense. But, typically, you see them in rail. You see them in mining. You see them in marine, in those larger power applications. You know, when you look across the planet, there are a handful of manufacturers of these large diesel engines.

And, you know, a couple of them are very well known. Caterpillar, Cummins, you know, and they also have very well-known power generation divisions or groups. That are leading the charge forward on, you know, kind of, you know, serving the data center markets. But that is where the constraints lie. And for them, you know, they both Cat and Cummins have announced expansion plans for capacity in those diesel engine in the diesel engine production capacity that will come online in the next several years. And that is somewhat unique for them because normally those markets the primary markets of rail, marine, and mining can be cyclical. Right?

And in the past, I think the reticence to add capacity in those large bore diesel engines for manufacturing capacity, it is expensive. And so it is a capital-intensive, a bit expensive to add capacity. So typically they have kind of, you know, I think held the line on doing that and just, you know, waited for markets to roll over. In terms of cycles. But this time, they I think they all view it differently. I think which is actually a very bullish sign.

I think overall that there is a belief that this part of the market is going to run for a lot longer and is, you know, going to be relevant in a big way going forward and is worthy of making that next level of capacity investment. That said, our supply chain, Generac Holdings Inc., you know, we work very hard over the last few years to put a deal together with a supplier there that is not new to the market but maybe new to the US market. And so we have been working with that partner to get those products qualified US certification.

They were qualified last year for use in Europe, and that is why our European team is maybe a quarter or two ahead of where we are at in the US. And the products are now qualified for duty here in the US market. It is a world-class manufacturer and they have a tremendous amount of capacity they have a very large appetite for additional investment. So we feel that we are paired there with a very confident supplier and one that is going to give us a lot of room to run. In terms of, you know, with this initial foray into the market.

One of the major reasons why we have been successful is we have been able to quote, you know, considerably shorter lead times and where the markets have maybe half the lead time of the market today. And, you know, that is great. But that is not what you build a business on. You know, we have got to build a business on a reputation that states by our performance as well.

Performance of the equipment itself, but also the uptime of the equipment and our ability to serve and support those customers in a way that, you know, we think we know how given our long history in serving some areas like telecommunications, as an example, on a direct basis. So we think our supply chain is in really good shape there, Joe. We think we have got the right partner. And again, I think we are poised for some significant growth.

Operator: I would now like to turn the conference back to Kris for closing remarks.

Kris Rosemann: We want to thank everyone for joining us this morning. We look forward to discussing our third quarter 2025 earnings results with you in late October. Thank you again. And goodbye.

Operator: And this concludes today's conference call. Thank you for participating. You may now disconnect.

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Old Dominion (ODFL) Q2 2025 Earnings Transcript

Image source: The Motley Fool.

DATE

  • Wednesday, July 30, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • President and Chief Executive Officer β€” Marty Freeman
  • Chief Financial Officer β€” Adam N. Satterfield

Need a quote from one of our analysts? Email [email protected]

RISKS

  • LTL tons per day declined 9.3%, directly impacting operating leverage.
  • Operating ratio deteriorated by 270 basis points to 74.6% in Q2 2025 due to deleveraging effects and increased overhead costs.
  • Employee benefit costs rose to 39.5% of salaries and wages versus 37.2% in the prior year, primarily driven by higher group health and dental plan expenses.
  • β€œWe had some losses in the second quarter [on fleet asset sales],” Satterfield stated, with continued pressure expected, driving up miscellaneous expenses in Q3 2025.

TAKEAWAYS

  • Total Revenue: driven by volume declines, partially offset by increased yield.
  • LTL Tons per Day: LTL tons per day fell 9.3% in Q2 2025, while LTL revenue per hundredweight rose 3.4%.
  • Sequential Changes: All were below ten-year averages.
  • Monthly Sequential Trends: April declined 3.7% versus March. May rose 0.5% versus April, and June dropped 0.6% versus May, each underperforming the respective ten-year seasonal averages.
  • July Month-to-Date Performance: LTL tons per day were down 8.5% year-over-year in July 2025.
  • Operating Ratio: Worsened by 270 basis points to 74.6% in Q2 2025, reflecting deleverage from lower revenue, with overhead costs rising 160 basis points as a percent of revenue.
  • Depreciation and Miscellaneous Expenses: Depreciation increased by 80 basis points, and miscellaneous expenses increased by 40 basis points as a proportion of revenue, attributed to ongoing capital expenditures and higher asset sale losses.
  • Direct Operating Costs: Increased 110 basis points, primarily due to employee benefit plan expenses.
  • Employee Benefit Costs: Equaled 39.5% of salaries and wages, up from 37.2% in 2024.
  • Cash Flow from Operations: Capital expenditures were $187.2 million in Q2 2025 and $275.3 million for the first six months of 2025, respectively.
  • Shareholder Returns: Share repurchases and dividends totaled $59 million in Q2 2025 and $118.5 million for the first six months of 2025, respectively.
  • Effective Tax Rate: guidance for continued 24.8% in the next quarter.
  • On-Time Performance: Maintained at 99% with a cargo claims ratio of 0.1% in Q2 2025.
  • Pricing Outlook: Satterfield projected, β€œyield ex fuel will probably be up in the 4% to 4.5% range in Q3 2025,” with consistent sequential increases expected.
  • Overhead Expense Guidance: Overhead costs expected to β€œtick up even further,” following a reported $310 million in the second quarter.
  • Seasonality Context: The ten-year average sequential change from Q2 to Q3 is typically flat to up 50 basis points in operating ratio, but Satterfield expects a sequential increase in the operating ratio in the 80 to 120 basis point range from Q2 to Q3 2025, partially due to revenue softness.

SUMMARY

Management stressed a disciplined approach to pricing, even as volumes and revenue remain under sustained pressure. Strategic investment in network capacity, technology, and workforce continues despite weaker short-term profitability, positioning Old Dominion Freight Line (NASDAQ:ODFL) for long-term demand recovery, even as competitive pressures and industry overcapacity persist.

  • Satterfield described discretionary spending as tightly managed, noting that β€œwe just got to continue to stay disciplined really throughout all areas of the operation.”
  • Freeman emphasized that β€œDelivering superior service at a fair price” is foundational, supporting both customer relationships and yield management.
  • Management conveyed cautious optimism about improving volume trends relative to easier future comparisons but refrained from forecasting a near-term demand inflection, highlighting ongoing economic uncertainty.
  • Continued investment in capital expenditures -- cited as approaching $2 billion over this three-year downturn -- is expected to provide leverage as demand eventually recovers.
  • Satterfield explained that much of the operating leverage remains intact, as β€œabout 70% of our cost or so right now are variable,” and sequential incremental margins reached 60% on even modest revenue improvement.
  • Executives see no structural change in LTL’s competitive position or lasting market share loss, citing proprietary data and continued customer wins, while actively managing fleet capacity and overhead.

INDUSTRY GLOSSARY

  • LTL (Less-than-Truckload): Freight shipments that do not require a full truck; multiple shippers’ goods share trailer space for efficiency.
  • Revenue per Hundredweight: A key pricing measure in LTL, representing revenue earned for every 100 pounds shipped.
  • Operating Ratio (OR): Operating expenses as a percentage of revenue; a lower OR indicates higher operating profitability in transportation.
  • Yield ex Fuel: A yield metric adjusted to exclude fuel surcharges, offering insight into underlying pricing trends.

Full Conference Call Transcript

Marty Freeman: Good morning, and welcome to our second quarter conference call. With me on the call today is Adam Satterfield, our CFO. After some brief remarks, we would be glad to take your questions. Old Dominion's second-quarter financial results reflect continued softness in the domestic economy. Although our revenue decreased in the quarter due to a decline in our volumes, our yields improved as our in-class service continues to support our disciplined approach to pricing. I want to thank our outstanding team for their unwavering dedication to our customers and continued commitment to executing the core elements of our long-term strategic plan.

Although the challenging economic environment has persisted for longer than we anticipated, we have remained focused on what we can control as we work to ensure Old Dominion continues to deliver superior service to our customers while also operating efficiently. In addition, our ongoing investments in our network, technology, and our OD family of employees put us in an unparalleled position to respond to an inflection in demand when it materializes. Delivering superior service at a fair price to our customers is the cornerstone of our strategic plan and has been central to our success for many, many years.

Doing so consistently through the ups and downs of the economic cycle has strengthened our customer relationships over time and allowed us to keep our market share relatively consistent over the extended period of slower economic activity. As a result, we were pleased to once again provide our customers with 99% on-time performance and a cargo claims ratio of 0.1% in the second quarter. This consistency of our execution and our commitment to creating value for our customers doesn't happen by accident. It is a product of our unique culture and the result of the hard work of the OD family of employees. Across our company, our team is focused every day on adding value for our customers.

By keeping our promises to our customers, we help them create value for their own customers. Our commitment to service excellence continues to support our long-term yield management initiatives. With a focus on individual account-level profitability, our approach to pricing is designed to offset cost inflation and support our ongoing investments in our network, our fleet, and our people. Although these investments have created headwinds to our profitability in the short term, we are confident that our consistent reinvestment back into our business for growth is the right long-term approach. We know that having available capacity to grow with our customers and support them during periods of stronger demand is an important component of our value proposition.

We also believe that these investments are critical to stay ahead of what we expect to be favorable long-term demand trends for our industry. I'm very proud of our team and how they continue to find ways to reduce costs and operate efficiently. When volumes decrease, it can lead to increased operating costs due to the loss of operating density. While that was the case in the second quarter, we continue to believe that our business model contains meaningful operating leverage, and we remain confident in our ability to improve our operating ratio over the long term. We expect this to become more apparent over time.

Our customers have recognized the value of our service by giving us more of their business. Looking forward, we believe that the consistency of our execution, unique culture, and our team's daily commitment to excellence will allow us to be the biggest market share winner over the next decade as well. Our position is as strong as ever to respond to an improvement in the demand environment, revenue growth, and drive increased shareholder value over the long term. Thank you very much for joining us this morning. And now Adam will discuss our second quarter in greater detail.

Adam Satterfield: Thank you, Marty, and good morning. Old Dominion's revenue totaled $1.41 billion for 2025, which was a 6.1% decrease from the prior year. Our revenue results reflect a 9.3% decrease in LTL tons per day that was partially offset by a 3.4% increase in LTL revenue per hundredweight. On a sequential basis, our revenue per day for the second quarter increased 0.8% when compared to 2025, with LTL tons per day increasing 0.1% and LTL shipments per day increasing 0.8%. For comparison, the ten-year average sequential change for these metrics includes an increase of 8.2% in revenue per day, an increase of 5.3% in LTL tons per day, and an increase of 6% in LTL shipments per day.

The monthly sequential changes in LTL tons per day during the second quarter were as follows: April decreased 3.7% as compared to March, May increased 0.5% as compared to April, and June decreased 0.6% as compared to May. The ten-year average change for these respective months is a decrease of 0.7% in April, an increase of 2.5% in May, and an increase of 2.1% in June. For July, our current month-to-date revenue per day is down 5.1% when compared to July 2024, with a decrease of 8.5% in our LTL tons per day. As usual, we will provide the actual revenue-related details for July in our second quarter Form 10-Q.

Our operating ratio increased 270 basis points to 74.6% for 2025, as the decrease in our revenue had a deleveraging effect on many of our operating expenses. This contributed to the 160 basis point increase in our overhead cost as a percent of revenue. Within our overhead cost, depreciation as a percent of revenue increased 80 basis points while our miscellaneous expenses increased 40 basis points. The increase in depreciation cost as a percent of revenue reflects the ongoing execution of our long-term capital expenditure program, which we believe will support our ability to grow with customers in the years ahead.

Our direct operating cost also increased as a percent of revenue despite our team's best efforts to manage these variable costs. The 110 basis point increase in these costs was primarily due to higher expenses associated with our group health and dental plans. As a result, our employee benefit cost increased to 39.5% of salaries and wages during 2025, compared to 37.2% in the same period of the prior year. Overall, we continue to be pleased with how our team has remained focused on controlling what we can until the demand environment improves. The OD team has continued to deliver best-in-class service while operating very efficiently, and we've also managed our discretionary spending.

We will, however, continue to make the investments that we believe are necessary to ensure that our business remains well-positioned for the long term. Old Dominion's cash flow from operations totaled $25.9 million for the second quarter and $622.4 million for the first six months of 2025, respectively, while capital expenditures were $187.2 million and $275.3 million for those same periods. For our share repurchase program during the second quarter and first six months of 2025, respectively, while our cash dividends totaled $59 million and $118.5 million for those same periods. Our effective tax rate for 2025 was 24.8% as compared to 24.5% in 2024. We currently expect our effective tax rate will be 24.8% for the third quarter.

This concludes our prepared remarks this morning. Operator, we'll be happy to open the floor for questions at this time.

Operator: Thank you. We will now begin the question and answer session. Our first question will come from Chris Wetherbee with Wells Fargo. Please go ahead.

Chris Wetherbee: Hey, thanks. Good morning, guys. Appreciate the comments. Maybe we could just start with your thoughts around operating ratio. Obviously, it's a challenging environment from a tonnage at least year over year. Kind of how do you think about sort of the normal progression from 2Q to 3Q on the OR? And maybe kind of how you feel like you can fare, you know, given the circumstances we're in from a macro backdrop?

Adam Satterfield: Sure. Yes, the ten-year average is for us, it typically flat to up 50 basis points from the second quarter to the third. But that's typically based on sequential revenue growth of about 3%, which is what we typically see. So obviously, the demand environment, what you just said, we've not really seen that positive inflection yet, unfortunately, with our revenue this year. But so I'm kind of thinking that revenue per day, if it continues to stay flattish on a per day basis, much what we saw in the second quarter that continues into the third. But we'll probably see an increase in the operating ratio somewhere in the 80 to 120 basis point type range.

So a little worse than what our normal sequential change would be. But just a couple of things to point out for that. I'm expecting that we'll see an increase in our salary wages and benefits line. And some of that, as you know, we give a wage increase that's the first September every year. So that's always in there, but we typically have that revenue that offsets a little bit. But I'm also expecting that we'll see continued pressure with our free benefit costs. So, I'm thinking that will be part of the driver.

I also think that we'll see our operating supplies and expenses will probably tick up a little bit our overhead costs, and we talk about that a lot, but I'm expecting that our overhead cost in aggregate will be up a little bit further in the third quarter. They were about $310 million in the second quarter. We've been running about $305 million. So I'm expecting that we'll see those tick up even further in the third quarter. Probably some pressure in the miscellaneous expenses line will continue. But obviously, the overhead cost is revenue-dependent. So I'm anticipating if it's flattish revenue, then those costs will tick up a little bit further.

But if we can see some revenue start to come in a little bit better, and obviously, we'll continue to give our mid-quarter update then that's something that eventually, over time, we'll get leverage on.

Operator: Thank you. Our next question will come from Eric Morgan with Barclays. Please go ahead.

Eric Morgan: Hey, good morning. Thanks for taking my question. I wanted to ask about the market share commentary. Just if we look at the ATA's shipment index, it actually turned positive in the past couple of months, at least for April and May. So I don't know if that's kinda the best data to use, but it's what we have. And obviously, it's a bit different from what we're seeing from you as well as your publicly traded peers. So kind of less real-time insight they've been responding to this downturn, if that's changed at all in recent months.

Adam Satterfield: Yeah. The best data that we probably get from an industry is really from transport topics. And so that's the data that you'll see most typically quote in the team ks about the size of the industry and so forth. And so you really only get an annual read on some of those carriers. Without the month-to-month trend. And the ATA is good, but I think it typically has always had a much higher report of revenue for the entire industry, and it includes I believe, some ground business from some of the other parcel carriers. So that's why we typically have used Transfer Topics.

But I think when we look at that information, Transport Topics just published recently, and we saw a pretty consistent trend from market share for us. And we've got granular level detail that we get through proprietary database that's out there as well. And overall, I'd like to think that our market share, when you look through this downturn, our strategy is that we want to maintain market share in periods of economic weakness while also getting increases in our yields. And think when we go back and look at kind of where things were in '21, '22, that's effectively what's happened. And it always moves up or down a little bit here and there.

But the key will be continuing to execute our strategy like we've done in the past. And then May 2014, 2015, same thing with 'seventeen and 'eighteen. We've been able to outperform the market from a tonnage growth standpoint. Anywhere from 1,000 to 1,200 basis points. So we just need a little help from the economy to get back to where we really see that demand environment inflecting back to the positive. And obviously, macro factors are starting to settle a little bit. With respect to the tax deal. Trade. Hopefully, at some point soon, we'll get an interest rate decrease.

Think once some of those measures of certainty come back into the market, it will create opportunities for our customers. That will create opportunities for us to start growing our volumes again. Thank you.

Operator: Our next question will come from Jonathan Chappell with Evercore ISI. Please go ahead.

Jonathan Chappell: Thank you. Good morning. Adam, one of the things you mentioned in response to Chris' question was you expect pressure on operating supplies and expenses. You said the same thing in April and operating supplies and expenses actually improved by 80 basis points as a percentage of revenue in 2Q. So did something happen in 2Q that really help you on that cost line item that you expect to reverse and in 3Q? Or, you know, how do we kind of match up the pretty big sequential improvement in 2Q to, you know, ongoing pressure expected in March.

Adam Satterfield: Yeah. I would say that, we continue to see really good performance from our repairs and maintenance. Our team has done a great job I think, with managing those costs. And I had the expectation that we would see some pressures there from 1Q to 2Q. Anticipating that some of our part cost might be increasing due to the impact of tariffs and so forth. But I think what we've seen is just some continued changes with our fleet. We've continued to take some of our older equipment out that would have had really high repair cost, if you will. And so we've continued to pare back some of our fleet in that example.

And then just in general, our cost per mile, we've seen improvement this year. And if you go back the last few years, we up double digits. From a cost per mile standpoint, '22 and '23. So I think that was some of the better sequential performance that we had if you will, from 1Q to 2Q. But I'd say part of that driver is I'm thinking from 2Q to 3Q. Right now, or at least in the second quarter, our average price per gallon for fuel was like 3.56 and we're seeing that elevated right now.

So I think that's something where those costs as a percent of revenue, fuel kind of continues to hold at about the range where we are now, fuel is obviously a big driver in that operating supplies and expense line. Historically, what you see and probably the comment of why I wanted to give both those together, we always talk about, as fuel changes, usually, you'll see corresponding increase. I like to look at our direct cost in total and how we manage through those. So in the short term, if you see if fuel surcharge goes up, our fuel expenses percent of revenue might also go up.

But you would see the direct labor cost, in particular, kind of an offsetting decrease there. And typically, the second quarter to third quarter, too, that's where kind of see those costs all in. Or kind of flattish, if you will. But I'm expecting to see some continued pressure there at the salary, wages and benefits line. Somewhat like I mentioned, we've got the wage increase. We'll get one month of that for the full quarter. Typically, have a little bit of sequential revenue growth that will offset that.

And we may still have that for this coming quarter, but if we got flattish revenue growth and that puts a little pressure on that line item, but we've also seen higher fringe benefit cost for the past few quarters, and I'm expecting that trend to continue. And to probably be even a little bit higher in the third quarter than what we just saw in the second.

So those couple of factors and as well as the miscellaneous expenses some of the miscellaneous expenses back to kind of making changes on the fleet think we may see some more losses, if you will, coming through on that line item in the third quarter to put a little bit more pressure overall I would just say, in that big bucket of overhead cost.

Operator: Thank you. Our next question will come from Jordan Alliger with Goldman Sachs. Please go ahead.

Jordan Alliger: Hello, Mr. Aleker. Your line may be muted. Can you hear Go ahead, sorry. Yes. So just sort of curious, sort of you gave some color and commentary around the OR revenue per day sort of flattish. I mean given the easy comps, think that are coming up both in terms of tonnage per day and revenue per day I'm assuming as we look forward from July, those trends on a year-over-year basis I would think have the opportunity to get quite a bit better. But just curious your thoughts on the latter half of this quarter. Against those comps.

Adam Satterfield: Yes. They would, Jordan. So in the second quarter for the full quarter, we were down just call it, 6%, 6.1%. Right now, I would say July, just call it, we're down five. So it's already getting a little bit better. If we stay, the second quarter per day average was about $22 million revenue per day. So if we stay in that same ballpark, then we'd be down a little over 4%, you know, if you just sort of held revenue at that $1.4 billion that we just did in the second quarter, if you say that was exactly the same that's kind of what the trend would be.

I'll say that the July performance so far, when I look at kind of where our tons are and just the revenue per day, level, July is normally a weak month from a tons per day standpoint, we're usually down about 3% versus June. We're trending down about a little over 2% right now. So we're a little bit better what our normal sequential trend, is. Now I'm not ready to make a call to say that things will turn around and we'll get the acceleration that we typically would see in August and September. I think that gives us a little bit sense of cautious optimism to say, it's it's outperformance kind of on the downside.

Will we see some of that acceleration come through? I think that remains the question. I think it will get answered as we go through the quarter and we give our mid-quarter updates and so forth. So if we were to perform at normal seasonality, and I think that's a big if right now, not saying that, that would be the case, then that number would come back more in comparison to revenue with the third quarter last year. Think it full seasonality, we'd be down about 1.5%.

So we'll just continue to monitor it, and maybe we'll be somewhere in that 1.5% to 4%, just depending upon how things continue to materialize as we make our way through the quarter.

Operator: Thank you. Our next question will come from Tom Wadewitz with UBS. Please go ahead.

Tom Wadewitz: Yeah. I so wanted to see if you could offer a little more perspective just on pricing, kind of how you think about revenue per hundredweight ex fuel. In 3Q. And just whether the pricing I mean, your commentary pretty consistent over time that you see stability and discipline in the market. But is anything changing on that front? Is there you know, any kind of, areas where you see increased competition as the downturn expense? Thanks.

Adam Satterfield: Yes. I would say overall just really we've got to go by whatever everyone reported in the first quarter. But I think most carriers their reported yields have continued to be positive overall. And obviously, we continue to execute on our plan and I think our plan is different. We look at things from a cost base standpoint, and we want to be consistent through the cycle. And feel like getting those consistent cost-based increases are obviously important to the long-term operating ratio improvement that we've had. So right now, for the third quarter, I'm kind of looking at I think that number will probably be the yield ex fuel will probably be up in the 4% to 4.5% range.

And that's about where we are in July. So I think we'd expect to see consistent sequential increase in that reported number. But it will probably come in a little bit. And that's not a reflection on any kind of change or anything like that. It's just a function of kind of where we were last year and But we continue to expect to see increase and we're getting increases when we go through renewals. And that's one of the things that's been tough about this environment back to thinking about that market share question from earlier. But as we're going through our renewals, we're continuing to win business.

We get reporting for our national accounts the business that we've won or business that we've lost. And we're continuing to keep customers and get increases on those accounts that we're keeping. But we're also winning some new business. Overall, obviously, the volumes are down. But I think that, that lends itself to maybe a quick turnaround, if you will, when we do see that volume environment reflect back to the positive. And I think a lot of people believe that, that's coming sooner than later. And obviously, we felt like it was coming before.

We've had a few head fakes from an economic standpoint, but now that some of the bigger picture, things are being resolved from a macro standpoint. I feel like some of the optimism that we saw late last year and kind of saw it in the improvement in ISM in the early part of this year we hope to see kind of that turn back around and that optimism come back to the market and lend itself to increased freight opportunities.

But I think that's part of our value proposition is having capacity And while capacity is not at a premium right now, just given how weak demand has been for so long, We have heard commentary from customers about some competitors that aren't able to make pickups consistently in some markets. And increasingly calling us. And so I feel like when you have true demand recovery, those inbound calls will likely accelerate, and that's what we've seen in the past. And I referenced some of those periods earlier, but you go back to 2014 when we grew tons at 17%, the market is up 5%. In 'eighteen, we're up 10%. The market's up 1.5%.

You know what we did through the '21 and '22 cycle. Where we put $2 billion of cumulative revenue growth books then. So we feel like we're sitting in a great position to capitalize. We need a little bit of help from the economy right now.

Operator: And our next question will come from Daniel Imbro with Stephens Inc. Please go ahead.

Daniel Imbro: Yes. Hey, good morning. Marty, Adam, Jack. Hope you're doing well. Adam, maybe following up on that last discussion just on competition out there. I mean, you guys specifically have been a leader in a lot of the high service parts of the industry, whether SMB or grocery, of anything with the must arrive by date. A lot of your peers are talking about trying to grow here. So I guess, are you seeing the better offerings from some of your peers making any encroachment on your business as you go to market?

And I guess if not, what do you think the public markets underappreciate about why that will be harder for others to take from you guys being the leader there? Thanks.

Adam Satterfield: You know, I think that any customer that we have obviously, we've got a target on our backs, if you will, And but we're competing with every account. We're competing with the other carriers. And we have been for years. So I don't think anything has changed with that. I think there's this perception that we've got some secret segment of the market that the other carriers haven't figured out until now. And that's just not the case. Mean, we're competing with all the other national carriers in some markets with the regional carriers as well.

So our service product when you think about the fifteen years of Masstio wins, there's more to service than just being able to pick up and deliver on time and without damages. And we do those core things better than anyone else. But it's continuing to figure out ways that we can add value to our customers. And ultimately, that's the business that we're in, is how do we work with our customers create win-win scenarios, where we can help each other and add value. And so I think those are the things that we'll continue to look at and leverage.

We've got about 12% market share and there's a tremendous amount of share opportunity out there within an industry that we think continues to have tailwinds for it. So we continue to believe that e-commerce effect on supply chains will continue to shrink shipment sizes. And have truckload to LTL conversion. I think if nearshoring and reshoring opportunities continue to play out, that creates inbound and outbound opportunities. For us as well. And just supply chain sophistication with the interest rates higher, today, there's a cost of carrying inventory. And so that's that's a value add that we can have where our customers know they can rely on our own time and claims-free service.

So it's figuring out how to go into each and every customer account, figuring out the problems that they're having and delivering a solution for that customer. That's what we I think we do better than anyone else. And that's why we're so confident in what our long-term market share opportunities are.

Marty Freeman: Daniel, as you referenced, in the retail industry, including grocery, there's a penalty if the spray is not on the shelf on time and in full they're called fines. And many of our competitors, they can go out and talk about meeting those expectations with fancy marketing material and so forth. But until they can stop those fines in our customers' pocketbooks, nothing's going to change. And we figured out how to do that many, many years ago, especially in the grocery industry. So, don't see don't see anybody getting close to what we can offer from a service standpoint in retail industry.

Operator: Thank you. Our next question will come from Ken Hoexter with Bank of America. Please go ahead.

Ken Hoexter: Great. Good morning, Marty, Adam, Jack. Want to understand maybe a little bit more on the backdrop here. The stock's down about 8%. Easier comps are coming up right? Revs are down 5% in July. You expect to get that to maybe flat for the quarter. Others reported a deceleration in tons and pricing despite easier comps. Pierre mentioned this morning they're implementing an early GRI. So think you mentioned deceleration in yields at 4% to 4.5% So that's also a deceleration versus history. Are we getting a more competitive environment that just consistently is beating this market while we're in a decelerating market? Just want to understand your view of the backdrop.

And then holding share, I'm still confused by that one because every public carrier reported stronger percentage gains. Does that mean we're looking at just the private guys? I want to revisit that question earlier. Is it just the private guys that are losing relative share? Maybe if you can just expand a little more on.

Adam Satterfield: I think that, one, with respect to the yields, I think what we're looking at will be a continued increase sequentially. And so if we are kind of in the middle of that 4% to 4.5% range, that'd be up 1.5% to 2% sequentially. In the last few years, when you look at the ten-year average, the sequential increase there from 2Q to 3Q is a little bit stronger. But when you look at kind of the last five years, that really skews that average. So to speak. So if you kinda looked at a ten-year average sort of pre-COVID, are thinking about being.

So we're not seeing any change with respect to what our thinking is from an overall yield management standpoint. And I think that when you think about the industry as well, I think most carriers have kind of figured out that yields are important. Those that you get back over the last ten, fifteen years that when they taken the focus off yield, it's had pretty negative impacts on their overall profitability. And so I think that's why we've seen such consistency in the industry over this last three years where demand has been soft overall.

From a market share standpoint, I think that since really Yellow closed their doors, I think there's been a lot of choppiness in terms of figuring out where share is. And we obviously report that and report it by region. Overall in our deck that's out on our Investor Relations website. And so you can kind of see how share maybe be changing in one region versus the next. But it's something that when we look at the overall market, again, kind of factoring in what I just said, about using the data out of transport topics, it looks like our share is relatively consistent with where we've been really over the last couple of years.

And it's not to say that when we've gone through periods in the past of slow markets that were flat or could be down slightly, whatever, it's about the same. We've continued to execute a plan. We've continued to manage our cost. Our service has gotten better. And I think we're in a really strong position. It's just overall change that we sort of look at. And so we feel good about where we are, but feel better about what the opportunities looking forward will be.

Operator: And our next question will come from Scott Group with Wolfe Research. Please go ahead.

Scott Group: Hey, thanks. Good morning. This is a big picture question, and maybe it's similar with what you just sort of answered. But, you know, if you look at the numbers, you're one of the leaders on yields right now. You're the biggest laggard on tonnage, at least among the public guys. And I guess you might say, hey. That's very normal in a more in a softer market that gets a little bit more competitive. We stay more disciplined on price than anybody. But I guess what feels different is just, like, the duration of this environment like, we're three years into this, and we're now we still have, you know, tonnage down high single digits.

Does that does the duration of this change your thoughts at all in any way, or is it, hey. We'll just gonna do it. We keep doing, and we'll wait this out, and eventually, the cycle will come. Or because the cycle's lasting so much longer, do you think about it any differently?

Adam Satterfield: Yeah. I mean, obviously, it's it's been, we talk about these numbers from a quarterly perspective, annual perspective. There's a lot of day to day that's going on behind the scenes that doesn't get the discussed. I mean, every day, working with customers and figuring out ways to identify new opportunities. And it's been a tough few years going through this soft demand. Initially. And then you had the big industry event that happened. And so the flux of being down, being up short-lived and then being down again. You know, there's been a lot to try to manage through. I'd love for revenue to be higher. And I'd love for this cycle to turn.

There have been a couple of times that we felt like it was turning. And I think back to late '23, we had started reinvesting, running our truck driving schools and hiring folks to be prepared for what we thought was going to be sustained improvement there. And then kind of hit another roadblock from a demand standpoint.

But overall, when I think about our model and how important revenue is, I mean, you just look at the sequential performance through the second quarter, we don't normally talk about sequential incremental margins, but the reality is little bit of revenue that we put on the books between the first and second quarter we had about 60% incremental margins on that business. So it shows, I think, the power of the model once we start getting revenue on the books, but we don't feel like we need to go out and try to chase bad revenue that doesn't fit in our thinking for the long term. And so I think that's what we've done.

We've also continued to manage our costs very well. When I talk about splitting our operating ratio, apart, the 74.6% that we just did in the second quarter, about between 52-53% of revenue were our direct variable cost. That's pretty much the same where we were in the 2022 when we did a sub-seventy operating ratio. And so we've been able to control what we can. Our team has done a phenomenal job, think, of protecting service managing our cost in a very weak environment. That's hard to do when you don't have density in the network. So I'm really pleased with that.

Our overhead cost really are what's accelerated and we just need a bigger revenue base to get leverage on those costs again. But that part of our model and our strategy, too. We like to invest through the cycle. And we've got more capacity than we probably have ever had right now from service center network standpoint. And so yes, we're carrying a lot of excess cost. Our overhead cost as a percent of revenue were about 22% here in the second quarter. Back in 2022, they were about 17%. So therein lies the leverage for the model once we get back to a strong demand environment. So I'm pleased everything we've done.

Obviously, we'd love to be able to flip a switch and see the demand environment improve. But I think from where we sit when we look at what the other carriers are doing and kind of how revenue has trended. For some of the others, we're hanging in there. We've not seen any true variance in our volumes relative to what the entire industry has done. If I look and see the industry is down about 15% from where we were in 2022, our performance is pretty much right in alignment with what the industry has done overall on a net-net basis.

Operator: Our next question will come from Jason Seidl with TD Cowen. Please go ahead.

Jason Seidl: Thank you, operator. Marty, Adam, Jack, good morning, gentlemen. One clarification, I think you guys mentioned you expect losses on asset sales. Did I catch that correct?

Adam Satterfield: Yes, Jason. We've been trying to reduce size of our fleet a little bit just in coordination with where freight volumes are trending. And so we had some losses in the second quarter. That was part of the reason why you may have seen our miscellaneous expenses ticked up a little bit higher. Normally, costs are about 50 basis points or so. And so we saw those costs trend a little bit higher in the second quarter. They were up to 90. And I'm thinking that we'll see some continued pressure in the third quarter. On those.

Jason Seidl: I was just a little confused because I know other carriers are actually reporting gains on sale. And so, maybe you could walk us through, the difference between you and them.

Adam Satterfield: Well, in many cases, we're selling a tractor on average. We use a tractor for ten years. So there's probably not as much demand for that may be more of a truckload thing, but there's not as much demand for a ten-year-old million-mile, single axle day cab tractor.

Jason Seidl: And I guess when you mentioned the sequential move between June and July being slightly better than the historical average, is any of this due to maybe some pull forward when people were worried about the tariffs potentially resetting again in August? Clearly, we're getting through some of these or some deals, but did you get that feedback from any of your shippers that was occurring?

Adam Satterfield: Yeah. There may be, some of that. We've not heard material feedback on that. But, like, when I look at it by region, know, it's not like we saw a big change in, like, outbound business out of California, for example. Most of our regions are trending in about the same kind of range from a revenue performance standpoint. So there's don't know that there's a big outlier that may be driving that.

Operator: Thank you, Mr. Seidl. Our next question will come from Bruce Chan with Stifel. Please go ahead.

Bruce Chan: Yes. Thanks, operator, and good morning, everybody. Maybe another bigger picture question here. You know, we've been hearing pretty regularly in the past couple quarters from, you know, some of the other carriers about AI and dynamic routing. I know that, you know, the OD style has always been to kinda quietly implement those things as part of the overall, you know, playbook. In many cases, much earlier than peers. But maybe just helpful to get an update on any optimization projects that you've got going on right now you know, generally, how you're feeling about the various systems in your tech stack, anything incremental that we should be thinking about as an opportunity?

Adam Satterfield: Yeah. I think, like you said, I mean, we're always looking at technology. It's a key part of our business and I think has been to help us with our operating ratio. And just to kind of keep reminding our operating ratio is about 1,500 basis points better than the company average or industry average, I should say. So regardless of what the other carriers have got as opportunities, we're still materially outperforming there. And I think that technology has been a key part of that. And you're right. I mean, we don't normally try to announce everything and give totally our playbook away. But we're looking at ways to keep getting better.

Continuous improvement is a key component for our foundation of success. And we've always got to look at ways that we can make investments that are really going drive change from a service standpoint. Ultimately or add value through the lens of driving operational efficiencies? And you mentioned line haul optimization. That's kind of been the Holy Grail and the buzzword for the twenty-one years I've been in this industry. But that's something that we continue to look and we've got some tools that we continued to implement and try to refine to drive some optimization there. Same thing within our pickup delivery operations and on the dock.

And I think our increased use of some of those technologies is part of the reason why we've been able to keep those direct costs. And those direct costs are the primarily variable costs, but the direct costs associated with moving freight. And to think that we've been able to manage those costs basically consistent with where we were when our business was running extremely at optimal state at the time back in 2022 with a sub 70 operating ratio, I think, is pretty astounding when you think about the loss of density in our network now versus what we had in the network then.

And so it's not just one thing to point to, but think we've got a great team in the field. And I think we've got a great group in our technology team that's always looking for ways to get better, to work with their business. To work with our customers. Another key part of the technology investment is how can we do things differently. And add value and add stickiness with our customer base as well. That differentiate us from our competition. So all of those things, I think, will continue to be strategic advantages for us and will be part of the story of how we get our operating ratio back towards that 70% threshold.

But continue marching forward and drive long-term improvement there in the operating ratio. While we continue to improve density and yield.

Operator: Thank you, Mr. Chan. Our next question will come from Bascome Majors with Susquehanna. Please go ahead.

Bascome Majors: Thanks. Good morning. Just as a housekeeping item, can you remind us of typical revenue and margin seasonality for the fourth quarter? And Adam, if you look at longer term, not necessarily calling when the cycle will turn, but just thinking about what you think the business will respond like when it does. Can you update us on, you know, sort of the incremental margin or really other sort of profile you think you can deliver when we get some tonnage to flow through all the cost adjustment work that you've done over the last couple of years? Thank you.

Adam Satterfield: Yes. So typically, our revenue per day the ten-year average is a decrease of 0.3%, so 03% decrease in revenue per day. And then our operating ratio is typically up 200 to 250 basis points. And obviously, that we always have. We do an annual actuarial study. So there could be changes plus and minus on that insurance and claims line in the fourth quarter. Last year, we had a pretty big unfavorable adjustment that we had to take there. But nevertheless, we kind of exclude that from the averages, if you will. So that's what the normal performance is.

And I think from just kinda looking forward, in terms of what we can do from an incremental margin, I just mentioned that sequential incremental margin. I expect 60% to be the norm. But just thinking about our cost structure and what it is laid out from a direct cost versus overhead cost and overhead is mainly fixed. But there are some variable costs in there. Overall, about 70% of our cost or so right now are variable, and that's how we've been able to protect our margins through this downturn is continuing to manage those.

But anyways, the 53% of revenue being our direct variable cost and you kind of do the math, that's how we've been able to do sort of 35% to 40% incrementals when we're coming out of kind of on the early side of that demand inflection. And then eventually, you kind of get back to the point where you've got to add more equipment, you've got to add more people and so forth. And it starts compressing back. Our longer-term average incremental has been 35%. And so I think that still seems reasonable.

And that would continue to imply that if you run that out for several years of a recovery in revenue growth that we would get back to that sub-seventy type of threshold.

Operator: Thank you. Our next question will come from Ravi Shanker with Morgan Stanley. Please go ahead.

Ravi Shanker: Hey, guys. Thanks for the time. I know this topic has been discussed a fair bit, but if I can hit it again in a slightly different way. You guys have been masters of calling the cycle over the years and have shown your operating prowess as well. But to kind of Scott's point, it's been three years of a downturn. And even now, I think some of the deals and rails actually sounding a little bit better on volumes in the cycle, even though nobody is gonna high fiving here. How can you guys tell if there is something bigger and more structural going on with the LTL space here rather than just a cycle?

Maybe some more with the same level of volumes or higher in up cycle?

Adam Satterfield: Yeah. The what you just said there at the end is, you know, the confidence that we have in our long-term market share really is just driven by those customer conversations and how we think supply chains will continue to trend over time. We've seen some market share shift, I think, from LTL to truckload through this cycle. And when you look at some statistics in the truckload industry in terms of what they're charging revenue per mile versus cost per mile, they're willing to operate it at breakeven or worse. And I think that's what you're seeing with some of the operating ratios that have been published as well.

So but I think that's some of the trend that we've got to continue to watch is that business starts picking back up, they get busier, the rates start going back up, I think that's when you'll start seeing some of this unwinding. Effect in some of those, truckload carriers that they don't really wanna move multiple shipments on the back of their truck and make multiple stops. That's not their preference. And they don't have the network that's set up to really handle it. They only do it when times are tough and they need some payload. To make a truck payment. And so I think you'll see that business move back into LTL.

And then we'll continue to see kind of our customers that are continuing to if we go through a customer, we're seeing a lot of wins, like I mentioned, from just a customer-specific standpoint. And customers are continuing to award us the same lanes of business that they've had before. But their overall business levels might be down. And whether that's just the demand for their product some we know are taking advantage of this truckload opportunity. It's kind of going to be a multiple items that I think are driving the increase in demand. in prior cycles. So we feel like we're ahead of it though from a capacity standpoint.

I mentioned the network capacity from a service center standpoint. But I feel like we're in really good shape in regards to our fleet. We're probably heavy there. In all honesty. But I feel like from a people capacity standpoint as well, we've got a team that in position and ready. And that's the best incremental margin you can get is when we've got a driver that's already making a stop at our customer. And now instead of picking up one shipment, they're picking up three. And that's typically what we've seen in cycles past and how our volumes can accelerate so quickly on the front end of the inflecting economy.

And that's what we'd expect to see whenever this economy does eventually inflect back to the positive.

Operator: Our next question will come from Richa Harnane with Deutsche Bank. Please go ahead.

Richa Harnane: Hey, gentlemen. Thanks for the time. So I appreciated all the color around your positioning being as strong as it's ever been to respond to an improving environment. And the OD model really makes hay when the sun shining. So maybe you can talk to us. I get that, you we're a little reticent speak to some of the green shoots given all the head fakes you've had. But just customer conversations, you talked about maybe fatigue on the tariff side. Reactions to the recent bill that passed in Washington to spur growth. Interest rate cuts? Like, what are shippers telling you about their appetite to give you more business? In the future?

And then if you can maybe parse out kind of what industries you're maybe more optimistic about versus industries where you're really seeing more malaise set in or more negative trends? Thanks.

Adam Satterfield: Yeah. I think that, it's been the uncertainty that's been hanging out there over the economy that I think has resulted in just the lack of freight volumes overall. Again, I mentioned industry volumes are down about 15% from where we were back in '21, '22. So it's something that everyone's had to contend with. But I think we saw kind of going back to the fall of last year, we saw some initial optimism with respect to the industrial economy. And 55% to 60% of our revenue is industrial related, so that's important to us. And we saw that acceleration in the ISM in December. And then know, it was positive for a couple of months.

But then all the tariff conversation started, and then that just created more uncertainty that seemed to kind of throw cold water on what was developing at the time. And it's hard from a pure manufacturer, for example, to figure out what the cost structure is gonna be when you don't really know what the final tariff cost might be. And so I think that's something that we've had a lot of customers trying to figure out and solve for. And in some cases, you just try to wait things out. And so that's why we've got a little cautious optimism now that we've seen the tax deal be finalized.

And the bonus depreciation is something that I think can spur some further investment here. If we start seeing some trade deals come to fruition, that will be something that provides a little bit more confidence for customers. And I think the final piece will be do we get some relief on interest rates. And so customers that are going through all of their financials and figuring out do they invest or not and what kind of return can they expect on their investment. All those, once you get clarity on those big picture items, I think that's what it's going to take to really kind of spur the economy forward. So we feel like we're closer to that.

Now that we're getting clarity on some of these items and but we want to turn that feeling into true freight. And see it coming on board. And I mentioned that we're seeing a little bit better performance right now in July. And we'll just continue to watch and see does that really manifest into seeing some sequential improvement. Versus just what our business has been like for the last three years of kind of flattish to down month over month.

Operator: Thank you. Our next question will come from Stephanie Moore with Jefferies. Please go ahead.

Stephanie Moore: Hi, good morning. Thanks, guys. Just one real quick here. Look, any thoughts on where the LTL industry fits in, in general with this potential transcontinental railroad or potentially two? Obviously, most are talking about these deals, you know, deal impacting long haul truckload, but where does LTL sit here at all? Would love your perspective. Thanks.

Adam Satterfield: Yeah. I don't know that I would expect to see any material impact on LTL overall. Meant something that it could be ultimately downstream, something we'll continue to watch and engage with customers on. But I think that's kind of on the other end of the supply chain. And not necessarily seeing changes with respect to the rail industry kind of filter down to where we can find a correlation any changes in our business levels.

Operator: Thank you. Our next question will come from Ari Rosa with Citigroup. Please go ahead.

Ari Rosa: So I know in reference to Bascome's question, you mentioned the normal seasonal trends from third quarter to fourth quarter. Was just wondering, it's been such a weird year. We've obviously seen some abnormal seasonal trends so. And then also how the wage increases play into that and kind of how much discretion you have around that and what's kind of plan, how much pressure that puts on the OR? Thanks.

Adam Satterfield: Yes. I mean, obviously, our costs will be going up. With respect to the wage increase. And third quarter, and then you got the full quarter effect in 4Q. But that's it's usually one point, one point type of increase if you look at that two fifty change that's going to be a big driver there. And but keep sounding like a broken record, I think it's just going to be revenue dependent. You know, the fourth quarter, if we can kind of continue to maintain our revenue per shipment or not revenue per shipment, but just revenue per day rather. In the same realm of where we are. We'll continue to manage our costs like we have.

And I think by the fourth quarter, would hope to see some of this increase that we've had in overall cost overhead cost rather. Start to come in a little bit. And so those are some other things that can help. But it's just continuing to manage our costs, manage our operating efficiencies, which our team is doing a great job. I kind of mentioned before, we're controlling our variable cost. We've got to continue to do that. And typically, you see volumes a little bit softer. In 4Q. So it just presents even more of a challenge to our ops team. But we just got to continue to stay disciplined really throughout all areas of the operation.

And everybody's got to participate, and we've to continue to manage our discretionary spending. And think through. If we're spending $1 what is the purpose behind it? And is it going to improve customer service? Is going to help us over the long term? And those types of investments we're willing to make. Even though we're trying to protect the short term we really got to think and we do think bigger picture and longer term for what's going to be to the best benefit of Old Dominion. Over the long run. And that's why you've continued to see us make investments and continue to execute on our CapEx program.

I've mentioned this three-year down cycle, but the end of this year, we'll have spent probably close to $2 billion on capital expenditures and to do so in a soft environment. That's created its fair share of cost headwinds to something that we've managed through. And I think we'll be happy that we've done these when we get on the other side of this economy. And you'll see that the leverage that can come through just like what we saw in the second quarter for that short-term benefit.

Operator: Thank you, Mr. Rosa. This will conclude our question and answer session. I would like to turn the conference back over to Marty Freeman for any closing remarks.

Marty Freeman: All right. Well, you all for participating today. We appreciate your questions, and feel free to call us if you have anything further. Thanks, and have a great day. The conference has now concluded.

Operator: Thank you for attending today's presentation. You may now disconnect.

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Illinois Tool Works ITW Q2 2025 Earnings Call

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DATE

  • Wednesday, July 30, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • Chairman & Chief Executive Officer β€” Christopher A. O’Herlihy
  • Senior Vice President & Chief Financial Officer β€” Michael M. Larsen
  • Vice President, Investor Relations β€” Erin Linnihan

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

  • Total Revenue: Increased 1% in Q2 2025, including a 1% positive impact from foreign currency translation, while product line simplification (PLS) reduced revenue by 1%.
  • GAAP EPS: GAAP EPS was $2.58 for Q2 2025, representing a second-quarter record, according to management's prepared remarks.
  • Operating Income: GAAP operating income was $1.1 billion for Q2 2025, also noted as a record for any second quarter.
  • Operating Margin: Achieved GAAP operating margin of 26.3% for Q2 2025, with enterprise initiatives contributing 130 basis points to operating margin.
  • Organic Growth Rate: Organic growth rate was essentially flat for Q2 2025; indicated as a sequential improvement of more than one percentage point in organic growth rate compared to Q1 2025.
  • Geographic Performance: Asia Pacific revenue up 9% in Q2 2025, with China up 15%; North America declined 2% organically in Q2 2025 and Europe fell 3% organically in Q2 2025.
  • Sequential Revenue Growth: Revenues increased 6% from Q1 to Q2, accompanied by incremental margins above 50% on a sequential basis.
  • Free Cash Flow: $449 million in free cash flow for Q2 2025, representing a 59% conversion rate, which management described as modestly below historical averages due to timing of one-time items.
  • Automotive OEM Segment Revenue: Up 4% in Q2 2025; organic growth was 2% in the quarter, offset by a more than 1% decline from PLS; North America declined 7% in Q2 2025, China grew 22% in the segment.
  • Automotive OEM Operating Margin: Increased 190 basis points sequentially to 21.3% for Automotive OEM in Q2 2025, the highest margin since 2021 in this segment.
  • Food Equipment Segment Revenue: Grew 1% organically; North America up 5% in the quarter, international revenue was down 5%.
  • Welding Segment Organic Growth: 3%, with equipment sales rising 4% in Q2 2025 and consumables up 1% in Q2 2025; segment operating margin remained at 33.1% for Q2 2025, flat year over year.
  • Polymers & Fluids Revenue: Polymers organic revenue down 5% in Q2 2025 and fluids plus automotive aftermarket organic revenue down 3% each in Q2 2025.
  • Construction Products Revenue: Fell 6% globally, including a 1% headwind from PLS; operating margin improved 140 basis points to 30.8% for Q2 2025 despite regional declines (North America -7%, Europe -5%, Australia/New Zealand -10%) in organic revenue.
  • Specialty Products Revenue: Grew 1% with flat organic growth; equipment sales rose 8% in Q2 2025; operating margin improved 70 basis points to 32.6% in Q2 2025.
  • Full-Year 2025 GAAP EPS Guidance: Raised GAAP EPS guidance by $0.10 at the midpoint to a range of $10.35 to $10.55 for FY2025.
  • Organic Growth Guidance: 0% to 2% for the full year, with total revenue projected up 1% to 3% for the year due to favorable foreign exchange rates.
  • Segment Expectations for Second Half: All seven segments are projected to grow revenue and improve margins in the second half of 2025 relative to the first half, with test and measurement and electronics expected to see the highest margin expansion.
  • Enterprise Initiatives: Projected to contribute at least 100 basis points to operating margin in the second half of 2025, independent of volume.
  • Guidance Assumptions: Management stated, β€œour projection factors in current demand levels, incremental pricing related to tariffs, our updated automotive build projections, and an easier year-over-year comparison in the second half of the year.”
  • PLS Headwind: Management confirmed a continued 1% headwind to organic growth for the full year 2025 due to product line simplification activities.

SUMMARY

Illinois Tool Works (NYSE:ITW) reported record operating income, GAAP EPS, and operating margin for Q2 2025, with results bolstered by operational efficiencies from enterprise initiatives and strategic pricing actions. The company raised full-year GAAP EPS guidance and expects continued revenue and margin improvement across all segments in the second half, projecting organic growth of 0%-2% and total revenue growth of 1%-3%. Geographically, China accounted for material outperformance, contributing 15% growth in the region and 22% growth in the Automotive OEM segment. Segment results highlighted exceptional operating margin expansion in Automotive OEM, Construction Products, and Specialty Products despite volume pressures and regional market declines. Management emphasized that both price actions and enterprise initiatives are the primary margin drivers for the year, with organic demand and end market conditions showing signs of stabilization, but no significant acceleration embedded in outlook assumptions.

  • Management stated that Pricing actions, while positive for EPS, were modestly dilutive to margin, with recovery of any margin impact described as a β€œtiming issue.”
  • Chairman O’Herlihy explained that over 90% of what the company sells is produced where it is sold, minimizing direct tariff exposure and allowing for mitigation strategies in response to tariff uncertainty.
  • Management confirmed β€œenterprise initiatives were particularly effective, contributing 130 basis points to the operating margin.”
  • Customer-back innovation (CBI) was cited as a driver for segment outperformance, with management asserting that the CBI yield is tracking toward the 2.3%-2.5% annual goal.

INDUSTRY GLOSSARY

  • Product Line Simplification (PLS): Strategic discontinuation or streamlining of lower-margin, lower-growth, or non-core products to optimize the company’s portfolio for higher profitability and growth potential.
  • Customer-Back Innovation (CBI): A process focused on delivering organic growth by developing and launching new products in direct response to specific customer needs, typically measured as a percentage contribution to overall revenue growth.

Full Conference Call Transcript

Christopher A. O’Herlihy: Thank you, Erin, and good morning, everyone. As you saw in our press release this morning, the Illinois Tool Works Inc. team outpaced underlying end market growth and delivered solid financial performance in the second quarter. Total revenue increased 1%, as foreign currency translation increased revenue by 1% while product line simplification, or PLS, accounted for a 1% reduction. We achieved GAAP EPS of $2.58, operating income of $1.1 billion, and an operating margin of 26.3%, which are all second-quarter records. We continue to execute well in controlling the controllables, as evidenced by enterprise initiatives contributing 130 basis points to operating margin, and pricing actions that more than offset the tariff cost impact in the quarter.

Furthermore, I am very encouraged by the meaningful strategic progress we made in the first half of the year, diligently advancing our next phase growth priorities to make above-market organic growth powered by customer-back innovation a defining characteristic. We remain firmly on track to deliver on our 2030 performance goals, including customer-back innovation yield of 3% plus. These results are a direct testament to the strength of the Illinois Tool Works Inc. business model, the quality of our diversified and resilient portfolio, and the unwavering dedication of our global Illinois Tool Works Inc. colleagues to serving our customers and executing our strategy with excellence. Looking ahead, Illinois Tool Works Inc. is inherently built to outperform in uncertain and volatile environments.

Therefore, we are raising our full-year guidance, confident in our ability to successfully navigate the current environment and deliver differentiated performance through 2025 and beyond. I will now turn the call over to Michael to discuss our second quarter performance in more detail as well as our updated full-year guidance. Michael?

Michael M. Larsen: Thank you, Chris, and good morning, everyone. The Illinois Tool Works Inc. team achieved solid operational and financial performance in Q2. Our top line saw a 1% increase in total revenue, driven in part by a 1% positive impact from foreign currency translation. The organic growth rate was essentially flat, marking an improvement of over one percentage point from Q1. Geographically, while North America posted a 2% organic revenue decline and Europe was down 3%, Asia Pacific stood out with a 9% increase with impressive growth of 15% in China.

We experienced encouraging sequential revenue growth of 6% from Q1, along with some positive signs in end markets such as semiconductors, electronics, welding, specialty products, equipment, and an improved outlook for auto builds. On the other hand, more consumer-oriented end markets, notably construction products, remained challenging. The Illinois Tool Works Inc. team continued to demonstrate strong execution on all controllable factors, positively impacting our bottom line. Our enterprise initiatives were particularly effective this quarter, contributing 130 basis points to the operating margin of 26.3%. Although our decisive pricing actions more than cover tariff costs and positively impacted EPS in Q2, the overall price-cost dynamic was modestly dilutive to our margin.

Finally, we generated $449 million in free cash flow, representing a 59% conversion rate. Although this was modestly below our historical average, primarily due to the timing of certain one-time items, we're still on track to reach 100% plus conversion for the full year as planned. To summarize the quarter, we continued to significantly outperform our underlying end markets in a tough macro environment. Our solid financial performance includes organic growth of 1%, excluding PLS, incremental margin of 49%, operating margin of 26.3%, and GAAP EPS of $2.58. Let's turn to Slide four for a closer look at our sequential performance from Q1 to Q2, which was quite encouraging. Notably, we expanded operating margin sequentially, with three segments exceeding 30%.

Let's dive into our segment results, beginning with Automotive OEM. Revenue here was up 4%, driven by 2% organic growth in the quarter. Strategic PLS reduced revenue by over 1%. Regionally, while North America was down 7%, our local team continues to innovate and gain market share in the rapidly expanding EV market, with customer-back innovation efforts driving increased content per vehicle. We anticipate this strong momentum will carry into 2025 and beyond. For the full year, we project the Automotive OEM segment will outperform relevant industry builds by 200 to 300 basis points as we continue to consistently grow our content per vehicle.

More positive auto build forecasts are as follows: Worldwide auto builds are now projected to be about flat, with North American builds down mid-single digits and Europe down low single digits, partially offset by mid-single digit growth in China builds. Overall, our relevant markets are expected to be down in the low single digits in 2025, which is an improvement from the down mid-single digit projection in our prior guide. The bottom line performance was a significant highlight for Automotive OEM, with operating margin improving 190 basis points to 21.3%. This marks our highest margin since 2021, firmly placing us on track to achieve our long-term goal of low to mid-20s operating margin by next year.

Turning to Food Equipment on Slide five, revenue increased 2% with 1% organic growth. Equipment sales were flat, while our service business grew by 3%. Regionally, North America grew a solid 5%, driven by 4% growth in equipment and 6% in service. The growth was notably strong in the institutional end markets. International, however, was down 5%. For Test and Measurement and Electronics, revenue was up 1% as organic revenue saw a 1% decline. Demand for our test and measurement capital equipment continues to be challenging. However, we noted encouraging order activity late in the second quarter. Meanwhile, our electronics business grew 4%, fueled by heightened activity in the semiconductor-related businesses that achieved double-digit growth.

Despite being impacted by one-time items this quarter, operating margin is projected to recover to the mid- to high 20s in the second half. Moving to slide six, Welding was a bright spot, delivering 3% organic growth. Equipment sales increased 4% with strong new product contributions, while consumables grew 1%. These represent the highest growth rates for both businesses in two years. Industrial sales also increased 1%, with every region contributing to growth this quarter. North America was up 1%, and international sales grew 11%, largely driven by 28% growth in China, a direct result of new product introductions targeting the energy sector. Our 33.1% operating margin remained essentially flat year over year, demonstrating sustained strong profitability.

Revenue in Polymers and Fluids declined 3%, which included a percentage point headwind from PLS. Organic revenue was down 5% in polymers and 3% in both fluids and the more consumer-oriented automotive aftermarket. Let's look at construction products on slide seven. Global demand challenges led to a revenue decline of 6% in markets we estimate are down even more significantly and were further impacted by a 1% reduction from strategic PLS. Regionally, organic revenues in North America declined 7%, Europe was down 5%, and Australia and New Zealand decreased 10%. However, despite these persistent market headwinds, the segment demonstrated remarkable resilience, improving its operating margin by 140 basis points to 30.8%, a testament to strong execution in a difficult environment.

For specialty products, revenue increased 1% with flat organic revenue this quarter due to a challenging 7% organic growth comparison with last year. Revenue also included over one percentage point from strategic PLS. On a positive note, equipment sales, which rose 8%, were fueled by sustained strength in our packaging and aerospace equipment businesses. Operating margin improved 70 basis points to 32.6%, significantly benefiting from enterprise initiatives. With that, let's move to Slide eight for an update on our full-year 2025 guidance. We've often reiterated our high confidence in successfully navigating challenging macroeconomic conditions and delivering solid financial performance.

Our decision to raise GAAP EPS guidance by $0.10 at the midpoint, narrowing the range to $10.35 to $10.55, serves as clear evidence of this capability. We're well-positioned to outperform our end markets and continue to project organic growth of 0% to 2%. Per our usual process, our projection factors in current demand levels, incremental pricing related to tariffs, our updated automotive build projections, and an easier year-over-year comparison in the second half of the year. Total revenue is now projected to be up 1% to 3%, reflecting current more favorable foreign exchange rates.

As we look at the second half, we fully expect to continue to execute at our usual high level on all the key profitability drivers within our control. This includes already implemented pricing actions, which we project will more than offset tariff costs and favorably impact EPS. Additionally, we expect our enterprise initiatives to contribute 100 basis points or more to the operating margin independent of volume. Notably, all seven of our segments are projected to grow revenue and improve margins in the second half relative to the first half. Our full-year GAAP EPS cadence remains consistent. We expect 47% in the first half and 53% in the second half.

This reflects our typical business seasonality, along with expected benefits in the second half from stronger pricing and more favorable foreign exchange rates. Implied in our guidance is solid second-half financial performance with reasonable organic growth, substantial margin improvement, and strong free cash flows. To wrap up, we're confident that the inherent strength and resilience of the Illinois Tool Works Inc. business model, coupled with our high-quality, diversified business portfolio and, crucially, our dedicated people, equip us to decisively and effectively manage the current environment, no matter how it evolves, all while steadfastly pursuing our long-term enterprise strategy. Erin, I'll turn it back to you.

Erin Linnihan: Thank you, Michael. Janine, will you please open the call for questions and answers?

Operator: Thank you. At this time, I would like to remind everyone to ask a question. Please press star and then the number one on your telephone keypad. Your first question comes from the line of Tami Zakaria from JPMorgan. Please go ahead.

Tami Zakaria: I just wanted to ask about the new operating margin outlook. I think you reduced it at the midpoint. I just wanted to get some color on it. Are price increases causing more than expected volume headwind, which is driving the reduced operating margin outlook? Or is there anything that you didn't anticipate but now are seeing and are expecting for the back half? So any color on what's driving that outlook versus the last time you spoke?

Michael M. Larsen: Yes, Tami. It's a pretty straightforward answer. Essentially, while our price actions to offset tariffs have been quite successful and we are ahead on a dollar-for-dollar basis, as you know, that can mean that it is still dilutive from a margin standpoint, which is what I mentioned in the prepared remarks. That price cost was modestly margin dilutive in Q2. And so that's really what's driving it.

And I think just taking a step back, if you look at the last time we were together, we said that we expected price cost to be neutral or better, and I think our teams have done a great job putting us in a position where these price actions are EPS positive in the updated margin guidance. Now that, to us, is just a timing issue. We will recover that margin just like we did, whether that happens by the end of the year or next year, you know, I think is a little uncertain at this point. But we will offset the cost impact and eventually recuperate the margin impact as well.

So that's what you're seeing in our updated margin guidance.

Tami Zakaria: Got it. That's very helpful color. And a follow-up on the auto segment specifically. I think margins came in at least better than what I was modeling. So as I think about the back half, should we expect sequential improvement versus Q2?

Michael M. Larsen: I think we're very pleased with the progress in our automotive segment, both on the top line in the quarter and the improved outlook for the back half. And also on the margin side. 21.3%, an improvement of 190 basis points. I think as you look forward into the balance of the year, I think we'll be solidly above 20% both for the second half and likely for the full year as well, which puts us in a great position to reach our long-term goal, kind of a low to mid-20s, you know, sometime next year.

Christopher A. O’Herlihy: I just support that, Tami. The other thing I would say on auto is that when we looked at our auto margins back at Investor Day, we forecast that we get ongoing significant contributions from enterprise initiatives and from higher margin innovation. And that's very much what's playing out here in 2025.

Tami Zakaria: Understood. Thank you.

Operator: Thank you. Our next question comes from the line of Jamie Cook from Truist Securities.

Jamie Cook: Hi. Good morning. I guess two questions. It sounds like on CBI, you guys think you're doing you're sort of gaining traction there. So can you help me understand outside of automotive where you're seeing the most success? And do we still expect CBI to contribute the 2.3% to 2.5% that you initially laid out? And then I guess my second question, just a follow-up, Michael, just what's implied in the new guide in terms of FX? I know initially it was, I think, a negative $0.30 headwind and it went neutral last quarter. Just trying to understand what's implied in the new updated guidance.

Michael M. Larsen: Let me answer the FX question. So, basically, what we've incorporated now are current foreign exchange rates. And so we've gone from anticipating a significant headwind going into the year to now expecting some modest favorability based on rates as we sit here today. Now I say modest because on a year-over-year basis, you know, the contribution to EPS in Q2, for example, was about $0.03 a share. So we're not talking about a huge tailwind from foreign exchange, but that's kind of the modeling assumption. Current foreign exchange rates and assuming that they stay where they are, which obviously can change quickly as we've seen this year. And with that up, on the CBI side, Chris?

Christopher A. O’Herlihy: Sure. So, Jamie, on CBI, we're certainly encouraged by the progress that we're making across the company. Great pipeline of new products really across all seven segments. It's one of the reasons that we would say we're outperforming our end markets at the enterprise level. Several successful product launches this year across the portfolio. You asked for some segment color. I would say welding has been a standout. You've seen that in terms of, you know, welding growth of 3%. We believe our CBI contribution in welding is above 3% right now.

But also, food equipment where we continue to have product launches across all our product categories, you know, all real tangible areas like energy and water savings, and then automotive where we see it particularly in China, we're certainly growing market share through CBI. So off to a solid start here in 2025. To your question, well on track to deliver on our CBI yield goal of 2.3% to 2.5% this year.

Operator: Okay. Thank you. Thank you. Our next question comes from the line of Andy Kaplowitz from Citigroup. Your line is open.

Andy Kaplowitz: Chris or Michael, you mentioned encouraging sequential growth of 6%. I think usually you get a couple percentage points of growth sequentially Q1 to Q2. I think you had one extra selling day, if I remember correctly, for Q2. But would you say you're seeing incremental continued improvement in short cycle businesses such as semicon that you saw last quarter? And how are your longer cycle customers? What are the conversations like? You mentioned welding a little bit better. You mentioned test and measurement getting better at the end of Q2. Maybe give a little more color on that.

Michael M. Larsen: Yes. I think, Andy, those are fair points on the sequentials. I think really the point of putting that slide in there was that this is certainly not a company that's slowing down. We were really encouraged. You know, if you look back to where we were on the last earnings call, we're talking about the slowdown and some real concerns around tariffs. I think at this point, we're talking about some really encouraging positive momentum. And you can see what happens when you get just a little bit of growth, you know, 6% growth, you equate it to 12% income growth on a sequential basis. Incremental margins sequentially are above 50%. And year over year, 49%.

So that was really the point that we were trying to make here. I think we still see some challenges, as you heard, as we went through the segment on the consumer-oriented side. Construction product is the obvious one, which I think is not gonna be a surprise to anybody at this point. A little bit of softness, maybe in automotive aftermarket, which in polymers and fluids, which also tends to be more consumer-oriented, but also some positive signs as we went through the quarter in the kind of the more general industrial CapEx space. We saw order activity really pick up in test and measurement.

Towards the end of the quarter, we saw a significant increase in the number of big orders that were taken last quarter. We saw some good progress also in welding. We talked about the growth rates there. Semi, which is a fairly small percentage of our total revenues, about 3%, I think it is last time we looked at it, growing double digits. And so that's really what we want to try to highlight, that there are some positive things going on here. The automotive build forecast improved. And I think all those things are obviously not just market tailwinds, but it's all the work that we're doing around customer-back innovation and new products to gain market share.

And if you were an optimist, you would say we're seeing the first encouraging signs that this is really working. And it gives us a lot of confidence not only going into the back half of the year but also going into next year and the commitments we've made in terms of our long-term performance goals that even when macro conditions are maybe not very supportive of the growth that we're trying to achieve, we're still delivering solid performance and in a position where halfway through the year we can raise our guidance. So that's how I would characterize it, Andy.

Andy Kaplowitz: Michael, to that point, you've always been good in China, but it seems like you're getting better, you know, particularly in China automotive. Chris talked about CBI. You know, if I look by region, China is just such a standout versus your other regions, especially versus other industrial peers. So is it really just CBI or maybe it's just China EV? You know, is there anything that you can do for the other geographies to really sort of support or improve that growth and maybe the durability? I think you just answered it, Michael. Durability in China seems there.

Christopher A. O’Herlihy: Yeah, Andy, and I would just add to that you know, we would certainly see you saw a 15% growth in China, 22% in automotive. But the growth is really sustainable for a number of reasons and not just automotive. Our business in China across all segments is highly differentiated. The proof point that I would offer here is that you know, our margins in China are at the same level as North America or Western Europe. Which really speaks to the whole kind of focus on differentiation. We have very strong customer-back innovation efforts in China. China actually generates a disproportionate percent of our patents, protecting customer solutions. We have these very strong long-lasting customer partnerships in China.

As an example, our auto business in China has been there close to thirty years. A reminder, again, produce in China for the China market. But last, and I say by no means least, you know, we have a very highly tenured, highly talented, and experienced leadership team who are Illinois Tool Works Inc. business model experts and who execute for the company every day. So we really feel well-positioned across all seven segments in China. Innovation is certainly a part of it, but I think our customer relationships, the quality of our team, and most importantly, our focus on sustainable differentiation is really what underpins future growth prospects in China.

Andy Kaplowitz: Thanks, guys.

Operator: Thank you. Our next question comes from the line of Julian Mitchell from Barclays. Your line is open.

Julian Mitchell: Oh, yes. Hi. Good morning. Maybe just my first question, trying to understand the sort of FX dynamics in the EPS guide. I think maybe sort of versus the beginning of the year, there's about a $0.03 to $0.04 tailwind to EPS from the FX change. What are sort of the offsets in that sort of blunting that because the drop through to the overall EPS guide is much smaller, and I think price cost is dollar positive.

Michael M. Larsen: I think, Julian, we're still taking a fairly cautious approach here. I think as we said in Chris' opening remarks, I mean, we remain in a really uncertain and pretty volatile environment where things can change quickly, whether it be the tariff environment or foreign exchange rates. And so, I think the reason why you're not seeing us take guidance up by $0.30 is exactly that, that, you know, we're maintaining an appropriately conservative approach here given the current macro conditions that we're dealing with. And I would say given, again, the conditions that we're dealing with, you know, we feel pretty good about the type of performance that we're putting up.

And the confidence that we're trying to convey in the second half, which, you know, based on everything I talked about, you know, we're gonna be putting up some reasonable organic growth implied in our guidance is kind of 2% to 3% organic growth, 100 basis points plus of margin improvement year over year in the back half. Really strong incremental margins, and also really strong free cash flows. So given the conditions we're dealing with, we feel like we're in a pretty good position here going into the back half of the year.

Julian Mitchell: That's helpful. Thank you, Michael. And then maybe just a second one, kind of trying to follow-up on sort of within the back half, third versus fourth quarter. I'm yeah. I know there was a little bit of conversation of that already. But any sort of shift in terms of demand patterns let's say, in recent weeks into Q3, and when you're thinking about that price cost margin headwind, how are we thinking about that in sort of the third versus the fourth quarter? Maybe just sort of flesh out anything about that, please.

Michael M. Larsen: I think, Julian, I mean, from Q3 to Q4 is kind of our typical sequentials. You know, we typically, revenues go up a little bit from Q2 to Q3 and into Q4. The kind of the traditional run rates are not as accurate as usual because of all the price that we're getting. So if you think about these price-related tariff-related price increases, those are really only starting to flow through here in Q3 and Q4. And so that's why we're effectively guiding to something that's a little above our typical run rate.

But, again, we should expect, like we talked about on the last call, good sequential improvement from Q2 into Q3, Q3 into Q4, both, you know, really on all the key elements here, the top line, margin improvement. I think we talked about every segment improving margins. And revenue. In the second half relative to the first half. And that's not assuming a pickup in demand. That's basically, like I said, current run rates, it's the price. Current FX rates, which I think you asked about. And then an updated outlook for automotive, and then a more, you know, about half a point of easier comps. In the back half of the year.

So you put all that together, that's how we end up with a pretty solid second half. Just to wrap up your question around what did you see in Q2, nothing really unusual going through the quarter other than in June, June was our strongest month. It typically is. And then some of these more positive signs that we talked about around some of the order activity, in the CapEx equipment businesses became more encouraging as we went through towards the end of the quarter.

Julian Mitchell: That's great. Thank you.

Michael M. Larsen: Sure.

Operator: Thank you. Our next question comes from the line of Stephen Volkmann from Jefferies. Your line is open.

Stephen Volkmann: Good morning, guys. Thank you. Good morning. I guess I'm trying to say I know you don't like to talk in too much detail about this, but I'm assuming in your 0% to 2% organic, your volumes must be down like low to mid-single digits or something. And the reason I'm curious about that is because, obviously, you're putting up pretty good incrementals on lower volumes, I guess. So I'm trying to think about when volumes do come back, you know, did the enterprise initiatives mean we'll have higher incremental margins, or how should I think about that? Sorry. It's a little complicated.

Michael M. Larsen: No. That's okay. Let me just start by saying that your volume assumptions are not entirely correct. Even though we don't guide volume versus price. And then your second point, we put up incremental margins of 49% year over year in Q2. And that is, you know, some of these price cost actions related to tariffs are basically coming through at a fairly low incremental. So if that's the case, you have to believe that the core incrementals are significantly higher at this point in time relative to our kind of historical 35-40%. And I think you can see in a couple of places here, you know, automotive is maybe the better example this quarter.

What happens when we get just a little bit of growth? I mean, with 2% organic, margins are up 190 basis points. And so you look at the sequential growth and incrementals from Q1 to Q2. So to answer your question, it's reasonable to assume that incrementals are above historical and you'll see some of that in the second half. But we expect, you know, reasonable kind of two to 3% organic growth with some very strong incrementals.

Christopher A. O’Herlihy: And, Steve, over the past two the long term, the incremental is strong incremental is predominantly driven by the quality of the portfolio and continuous improvement in the quality of the portfolio and execution of the business model against that portfolio. Is ultimately what drives the incremental hire.

Stephen Volkmann: Got it. Okay. Thank you. And then maybe specifically on construction, sort of amazing to see a 140 bps of growth on 6% decline in revenue. And doesn't look like there was a geographic mix issue there. Was that all just kind of enterprise or CBI or there some sort of mix there? Is it any detail there would be great.

Michael M. Larsen: Yeah. I mean, the biggest driver is as usual are the enterprise initiatives. We're well above company average. At about 150 basis points. So that's really the key driver. I think that, yeah, we agree with you that the fact that have a construction business that, you know, for over a year has been putting up margins in that 29, 30% range in some of the most challenging end markets that we've seen in a long time is pretty remarkable. And I think the team, frankly, gets a lot of credit for trying to find a way to make the best of a tough macro. So yeah.

And all underpinned with great brands and technology, very focused on the most attractive parts of the construction market.

Stephen Volkmann: Got it. Alright. Thank you, guys.

Michael M. Larsen: Thank you.

Operator: Thank you. Our next question comes from the line of Mig Dobre from Baird. Sir, please go ahead.

Mig Dobre: Yes. Thank you for taking the question, and good morning. Good morning. Q2 was just such a strange quarter, not so much in your reporting, but just the broader backdrop. Right? I mean, we started in April with Liberation Day and a lot of volatility, I guess, in the financial markets, and then we exited feeling very different. And I'm kind of curious how your business experienced all of this. Have you at any point in time through the quarter, maybe actually felt an economic effect from this tariff uncertainty? And, obviously, the quarter of all in on a surface looked fine.

So I'm wondering about the cadence and the reason why I'm asking the question is because if we end up with another wave of disruption related to these tariffs, based on your learnings from Q2, how disruptive do you think that could end up being?

Christopher A. O’Herlihy: Yeah. So, Mig, I would say that just, I suppose, as a reminder, and you characterized Q2 very accurately in terms of how it played out. But from our standpoint, and particularly relating to the tariffs, we go back to the point that we're over 90% produced what we sell. So the direct impact of tariffs is largely mitigated. And to the extent that we need to get price, you know, both in 2018 and in this past round, you know, tariffs were manageable for us. And based on what we know today and even if tariffs were increased, we'd expect the tariff cost to be manageable going forward.

Certainly, we would hold to our EPS neutral or better, I'd say, no matter what happens in here on.

Mig Dobre: Okay. But you didn't experience that whole customer freezing up or anything of the sort as they were seeking for more clarity. That was just not a factor in your business, you're saying?

Christopher A. O’Herlihy: Yeah. There was a little bit of that in one segment. We have one segment where we have some shipments to China from the US, particularly relating to customer requests for us to do it that way. And certainly, you know, with the enormous China tariffs at the beginning of the quarter, there certainly was a freeze. And that has now freed up since then. And also, we've had several, you know, through our read and react capabilities in our businesses, we've been able to read and react very successfully to that. If it was to happen again, we'd have mitigation plans in place where it wouldn't be as much of an issue.

Mig Dobre: Got it. And my follow-up, if I may, just kind of a bigger picture capital allocation. Question. I'd love to hear as to how you're thinking about your M&A pipeline and in terms of returning capital to shareholders if M&A is not available for whatever reason, is there an argument to be made for taking a more aggressive approach at this point in a cycle where maybe you're dealing with lower growth, knowing that obviously, as growth reaccelerates, eventually, you'll be able to hopefully create some value with more aggressive buybacks in this lower part of the cycle. Thank you.

Christopher A. O’Herlihy: Yeah. So with respect to M&A, Mig, what I would say is that, first and foremost, we're very confident in our the ability of our current portfolio to grow at four plus over time. And so we feel comfortable in really sticking to our disciplined portfolio management around M&A. We've got a very clear well-defined view of what we think fits our strategy. So it's just a matter of us finding the right opportunities, you know, focused on those high-quality acquisitions that could extend our long-term growth potential to grow at a minimum at 4% plus at high quality while being able to leverage the business model to improve margins. That's typically how we think about these things.

Now we do review opportunities on an ongoing basis, but we continue to be very selective. And very selective being mindful of the fact that we've got all this organic growth potential that we're working on. We're very active in terms of reviewing M&A opportunities to the extent that we find the right opportunities, then will certainly be appropriately aggressive in pursuing them. I would say. And, you know, obviously, MTS was one that we did. That's the criteria we use to evaluate and to acquire MTS, and it's proved to be a really great acquisition for us on that basis.

And that's the lens by which we look at acquisitions, remaining selective, but appropriately aggressive when we see the right ones.

Michael M. Larsen: And I would just add on to the other elements of our capital allocation strategy, Mig, we obviously constantly review, debate, discuss our strategy and we are still coming to the conclusion that it's pretty optimal. And pretty well aligned with our enterprise strategy with the number one priority being the internal investments to support all the organic growth initiatives that are going on inside the company and maintain core profitability in these highly differentiated core businesses. We have an attractive dividend. You look at our payout ratio, we're probably and rightfully so, towards the higher end of the peer group just given our margins and our best-in-class balance sheet and highest credit rating in the peer group.

We'll continue to grow that dividend in line with long-term earnings. And then we allocate surplus cash to the buybacks, which is about $1.5 billion this year, about 2% of our outstanding shares. And so as we sit here today, we feel like we've optimized this. And as Chris said, we'd love to do M&A, you know, given the criteria that Chris outlined. And as you know, this is it's not an easy market, you know, given often the valuations are what's making this pretty challenging.

Mig Dobre: Understood. Thank you.

Operator: Thank you. Our next question comes from the line of Sabrina Abrams from Bank of America.

Sabrina Abrams: Hey, good morning. I think my understanding was that there would be some more restructuring in the first half. So I think there were comments about 80% of the full year 15% to 20% zero $15 to zero $20 headwind in the first half. So I guess just looking at the components of the margin bridge, it doesn't seem like we had I think restructuring year over year was a tailwind. This quarter, and there wasn't a ton in 1Q. So just any color you could provide on restructuring this year how it's changed? Is that still the right full year number? And how is the cadence evolved relative to your expectations? Thank you.

Michael M. Larsen: Yeah. Hey, Sabrina. So I think restructuring with everything going on in the quarter, a couple of things did move around. At the end of the day, we ended up spending $20 million in the first half of this year, which is the same as what we spent in the first half of last year. These are all projects tied to kind of our 80-20 front-to-back process, all projects with less than a one-year payback. We had a few projects that just from a timing standpoint moved into July. Those have been approved and are well underway. We expect that we'll spend about, you know, another $20 million here or 5Β’ a share.

So it's pretty small relative to our overall earnings. We'll spend about $20 million here in the second half and on a year-over-year basis, that will be about flat year over year.

Sabrina Abrams: Okay. Thank you so much.

Michael M. Larsen: Sure.

Sabrina Abrams: And then just how much PLS is in the guide this year? I think there was a 100 bps this quarter. I think there was 50 bps in 1Q. I think you started the year with a 100 bps of PLS in the guide. Just how are we thinking about that now?

Michael M. Larsen: Yeah. That's unchanged. We still have a fair bit of activity in as you saw this quarter in automotive, specialty, as well as construction. And so we're still at about a percentage point of headwind to the organic growth rate from strategic PLS. But, obviously, huge tailwind in terms of positioning the portfolio for future growth as well as if you look at the margin improvement in the segment that I just talked about, you can see kind of the benefits associated with these PLS efforts.

Operator: Thank you. Thank you. Our next question comes from the line of Joe O'Dea from Wells Fargo. Your line is open.

Joe O'Dea: Hi. Good morning. First one, on margins and second half of the year. And when we look at sort of the walk from Q2 into the back half, about a 100 bps improvement. Can you just outline the cadence of that? Is that sort of 50 bps sequentially over the back half of the year in each quarter is kind of reasonable? And then be driving that, presumably test and measurements are the ones where we should see the biggest contribution.

Michael M. Larsen: That's exactly right. Test and measurement is the biggest step up sequentially from the first half into the second half. I'd rather the segments that are above 30% already, you know, kind of in the you know, we got three you know, at 33, 31, 33%. You know, you may not see the same type of step up in those. But other than that, pretty broad-based. And we expect some sequential improvement from, like I said, from Q2 into Q3 with also some improvement on a year-over-year basis. And then, frankly, a slightly bigger step up in Q4 on the margin front on a year-over-year basis.

So you take all of that this is implied in our guidance, so I'm not telling you something you couldn't figure out yourself as, you know, that's external operating margins of about 27% in the back half of the year. And that's with some reasonable improvement year over year. These are improvements on already best-in-class operating margins with not a whole lot of help from macro conditions. And that's why we talk about these being such differentiated results. There are without bragging, there are not many companies that could put up this type of margin performance given the top line and the macro that we're dealing with.

And just look at the incremental margins this quarter and implied for the full year.

Joe O'Dea: Got it. That's helpful. And then wanted to come back to some of the more kind of CapEx order activity that you're talking about and maybe specifically on welding and just trying to parse kind of CBI and share versus underlying end market. I think a lot of what we hear out there is MRO trends are stable. Bigger spend projects, elongation, between quote to order, it doesn't really sound like in broad strokes we're hearing much of a sequential acceleration. Sounds like you're seeing it a little bit more. You know, early days.

But the degree to which, you know, you can talk through some of the end markets within welding, what you're hearing from those customers, versus kind of CBI, and that's really the answer to the better growth.

Christopher A. O’Herlihy: Yes. In short, Joe, I would say CBI is the better to the growth. And we see some pickup in activity on the industrial side, but in general, the big driver of our growth and building right now is CBI.

Michael M. Larsen: Yeah. And I'd just go back to what we talked about earlier. I think the more consumer-oriented businesses certainly are dealing with some more challenging end market conditions. The general industrial, more CapEx, you know, set aside some of the delays that Chris talked about early in the quarter when those kind of peak tariffs angst. I think we're seeing some positive signs in general industrial, in the semi space, as well as in automotive. But, you know, these are short cycle businesses. Things can change very quickly. We're dealing with a pretty challenging underlying market demand. You know, we estimate our end markets on average are down three to four. And we're holding organic flat.

We improved the organic growth rate sequentially from Q1 to Q2. So that's kind of the environment that we're dealing with. And so that's why it's so important that we continue to do what we said we were gonna do from an execution standpoint and continue to make progress on the enterprise initiatives and the things we can control, including CBI, price cost, and so forth.

Joe O'Dea: Okay. Great color there. One last quick one. Just China really strong growth in auto. Just talk a little bit about other parts of China exposure?

Michael M. Larsen: Yeah. I think China was up 15%, as I said in the prepared remarks. I mean, the biggest driver by far is the automotive business, but there's also some solid double-digit growth in test and measurements, polymers of fluids, and welding. And where we're seeing this is in the businesses that have the highest contribution from new products. So there's a real correlation here in terms of being able to outperform end markets is really a result of great progress on CBI. And I think maybe that explains there was a question earlier in terms of our performance in China and not seeing the same results in other with some of our peers, and maybe that's part of the explanation.

Joe O'Dea: Thank you.

Operator: Thank you. Our last question comes from the line of Steven Fisher from UBS. Your line is open.

Steven Fisher: Just to follow-up on one of those last questions there. I mean, in terms of the pickup maybe at the end of the quarter and some of the capital, I guess just to achieve the 2% to 3% organic growth that you have in the second half, are you guys assuming that there will be a continuation of some of that strong order levels that you saw at the end of the quarter? Or is it really just sort of that was kind of a one-time thing? Or I'm guessing if it's really CBI, as you said, you would think it would be maybe a continuation, but just curious how you'd frame that.

Michael M. Larsen: Yeah. I'd go back, Steve, to kind of our usual process for giving guidance, is based on current levels of demand in our businesses. We have more price than usual coming through in the back half associated with these tariffs. Have some easier comps in the second half than we did in the first half by about half a point. But we're not factoring in any further acceleration from current levels of demand. And so if that were to happen, that'd be great news. That would suggest that our guidance is conservative. If we have another round of tariffs, as somebody suggested, and things slow down, then that would be bad news.

But overall, I think as we sit here today, we are confidently raising our guidance, and we're well-positioned for a solid second half, as I think we said earlier.

Steven Fisher: Okay. Terrific. And then just to follow-up on the CBI and I think maybe Chris mentioned three plus percent in the long term, 2030. Do you still think of CBI and net market penetration as two separate growth buckets? And if so, can you sort of help us differentiate between these two things? I think you had a 1% to 2% target on net market penetration and 2% to 3% on CBI in the longer-term targets?

Christopher A. O’Herlihy: Yeah. Steve, we bucket them differently, CBI and net market. And the way we think about it is that, you know, CBI is revenue new product revenue in the next three years. After that, it's market penetration. And so the way to think about it is that the CBI revenues of today into the market penetration revenues of the future. It's kind of how we think about it.

Steven Fisher: Okay. Terrific. Thank you very much.

Michael M. Larsen: Thank you.

Operator: Thank you for participating in today's conference call. All lines may disconnect at this time.

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First Interstate (FIBK) Q2 2025 Earnings Call

Logo of jester cap with thought bubble.

Image source: The Motley Fool.

DATE

Tuesday, July 29, 2025 at 12:00 a.m. ET

CALL PARTICIPANTS

Chief Executive Officer β€” Jim Reuter

Chief Financial Officer β€” David Della Camera

Investor Relations β€” Nancy Vermeulen

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Net Income: $71.7 million, or $0.69 per diluted share, for Q2 2025.

Net Interest Margin: 3.32% on a fully tax-equivalent basis for the second quarter. 3.26% excluding purchase accounting accretion, up 12 basis points sequentially.

Loan-to-Deposit Ratio: 72% loan-to-deposit ratio at quarter end, indicating significant on-balance sheet liquidity.

Other Borrowed Funds: $250 million outstanding as of Q2 2025, down $710 million sequentially and $2.2 billion year-over-year.

Yield on Average Loans: 5.65%, representing a sequential six basis point increase due to continued repricing and payoffs of lower-yielding loans.

Noninterest Income: $41.1 million in noninterest income for Q2 2025, down $900,000 from the prior quarter, includes a $7.3 million valuation allowance on Arizona and Kansas loans moved to held for sale, and a $4.3 million gain from outsourcing the consumer credit card product.

Noninterest Expense: $155.1 million, down $5.5 million sequentially, driven by lower payroll taxes and incentive-based compensation, includes $1.5 million in property valuation adjustments and lease termination fees.

Net Charge-Offs: $5.8 million, equal to 14 basis points of average loans on an annualized basis. provision expense reduced by $300,000.

Classified Loans: Declined $24.4 million, or 5.1% sequentially. criticized loans increased $176.9 million, or 17.2%, mainly due to multifamily projects with slower lease-up.

Common Equity Tier 1 Capital Ratio: 13.43% at the end of the second quarter, up 90 basis points from the prior quarter. expected to increase by an additional 40 basis points upon closing the Arizona and Kansas branch transaction, anticipated in Q4 2025.

Loan Balances: Declined by $1 billion, impacted by $338 million in loans moved to held for sale for the branch transaction, $74 million in credit card loans sold, $73 million indirect loan amortization, and large intentional payoffs.

Deposits: Declined $102.2 million and remain approximately flat versus the prior year, after adjusting for temporary 2024 deposits.

Dividend: Declared $0.47 per share, representing a 7% annualized yield.

Net Interest Income Guidance: Management expects a high single-digit increase in net interest income in 2026 compared to 2025, assuming generally flat total loan balances and ongoing net interest margin expansion from asset repricing.

Expense Guidance: Full-year 2025 noninterest expense growth guidance was revised down to 0%-1% from the previous 2%-4% range, compared to the reported 2024 number, due to continued operating discipline and reduced staffing costs.

Branch and Product Optimization: Consumer credit card portfolio outsourced; Arizona and Kansas branch transaction expected to close in Q4 2025, with anticipated tangible book value accretion of approximately 2%, and increase CET1 by 30-40 basis points.

Deposit Market Share: 93% of deposits are in regions where the bank has a top-ten market share. 70% of deposits are in markets growing faster than the national average.

Earning Asset Levels: Earning asset levels are expected to bottom in Q3 2025, with loan declines moderating and a near-term increase in investment securities allocation.

SUMMARY

First Interstate BancSystem, Inc. (NASDAQ:FIBK) posted higher net interest margin and an improved capital position, with management attributing margin gains to disciplined asset repricing and proactive liability management. Executives reaffirmed a flat-to-lower loan outlook in the near term, citing large, intentional payoffs and continued strategic repositioning, while projecting a modest step-down in earning assets tied to the Arizona and Kansas branch transaction closure. Classified loans declined sequentially, but criticized loan balances increased, primarily linked to multifamily loans facing slower lease-ups, with management emphasizing comfort in underlying collateral and guarantor strength. Guidance signals confidence in net interest income expansion for 2026 compared to 2025, supported by further asset repricing and margin improvement. The company also reduced its 2025 expense growth expectations to 0% to 1% following operational discipline and timing-related benefits. Management highlighted that capital levels are set to rise further after the branch transaction, providing strategic flexibility for deployment options not yet determined.

Reuter said, "we're now on offense, have some specific promotions, and we're seeing some good activity in the pipeline," suggesting a shift in lending focus following portfolio clean-up.

Della Camera clarified that the valuation allowance on Arizona and Kansas loans was "purely reflective of rate," not credit risk.

Executives stated that the high single-digit 2026 net interest income growth guidance "does not include the divestiture impact" and that they "don't believe that materially alters that figure."

Della Camera indicated incremental securities purchases will have "Lower risk-weighted density, and no credit risk," with new loan production yields "somewhere in that 7% range."

There is no material deliberate loan runoff remaining except for multifamily construction expected to be sold into the secondary market after stabilization, as Reuter affirmed, "Most of that has already happened."

Della Camera confirmed Management expects earning asset levels to trough in Q3 2025, with minimal further step-down linked to the branch deal.

Capital deployment options remain open, as management referenced share buybacks and balance sheet restructuring as potential actions if organic growth opportunities are insufficient.

Management's proactive credit review and "new credit committee process" were noted as key drivers for the observed changes in portfolio metrics and future credit discipline.

INDUSTRY GLOSSARY

Classified Loans: Loans designated as substandard or doubtful due to elevated credit risk, typically tracked closely for potential losses.

Criticized Loans: Loans deemed to have weaknesses which, if unaddressed, may jeopardize repayment, including special mention, substandard, and doubtful loan categories.

Net Charge-Offs: The dollar amount of loans written off as uncollectible, net of recoveries, for a given period, typically annualized as a percentage of average loans.

Net Interest Margin (NIM): The difference between interest income generated and interest paid out, expressed as a percentage of average earning assets.

Held for Sale (HFS): Loans or assets the bank intends to sell rather than hold to maturity, reflected separately on the balance sheet.

Purchase Accounting Accretion: Incremental interest income recognized due to fair value adjustments from previously acquired portfolios.

Common Equity Tier 1 (CET1) Capital Ratio: A regulatory measure of a bank’s core equity capital compared with its total risk-weighted assets, indicating financial strength.

Full Conference Call Transcript

Nancy Vermeulen: Thanks very much. Good morning. Thank you for joining us for our second quarter earnings conference call. As we begin, please note that the information provided during this call will contain forward-looking statements. Actual results or outcomes might differ materially from those expressed by those statements. I'd like to direct all listeners to read the cautionary note regarding forward-looking statements contained in our most recent annual report on Form 10-K filed with the SEC and in our earnings release, as well as the risk factors identified in the annual report and our more recent periodic reports filed with the SEC.

Relevant factors that could cause actual results to differ materially from any forward-looking statements are included in the earnings release and in our SEC filings. The company does not undertake to update any of the forward-looking statements made today. A copy of our earnings release, which contains non-GAAP financial measures, is available on our website at fibk.com. Information regarding our use of the non-GAAP financial measures may be found in the body of the earnings release, and a reconciliation to their most directly comparable GAAP financial measures is included at the end of the earnings release for your reference.

Again, this quarter, along with our earnings release, we've published an updated investor presentation that has additional disclosures that we believe will be useful. If you have not downloaded a copy yet, we encourage you to do so. Unless otherwise noted, all of the prior period comparisons will be with 2025. Jim?

Jim Reuter: This remains an exciting and busy time at First Interstate. This quarter, we continued our efforts to refocus our capital investment, optimize our balance sheet, and improve core profitability. In addition to our decision in the first quarter to stop new originations and indirect lending, followed by our April announcement of the Arizona and Kansas branch transaction, we signed an agreement this quarter to outsource our consumer credit card product and the underlying loans moved off of our balance sheet. We continue to take steps to refocus the franchise in our core markets where we enjoy strong market share and believe there is high growth potential.

First Interstate has a strong brand and branch network located in growth markets, a market-leading low-cost granular deposit base, and a team of strong community bankers. We believe these attributes, when combined with recent strategic actions, branch optimization, future organic growth through relationship banking, and the continued repricing of our assets, will lead to higher profitability. We continue to take a proactive approach to credit risk management. This quarter, we were pleased to see stability in nonperforming asset levels, modestly lower classified asset levels, and 14 basis points of annualized net charge-off. Criticized loans did increase, generally reflective of slower lease-up in our multifamily book, and we will discuss that in more detail later in the call.

Our recent strategic decisions have led to strong levels of capital and liquidity, providing us with a solid and flexible foundation. We ended the quarter with a 72% loan-to-deposit ratio, minimal short-term borrowings on the balance sheet, and no brokered deposits. Capital has also continued to meaningfully accrete with our common equity tier one capital ratio ending the quarter at 13.43% with an expectation for continued accretion through 2025. Later in the call, David will address new commentary we have added to our guidance regarding our expectation for a high single-digit increase in net interest income in 2026, supported by our expectation for continued margin improvement assuming generally flat total loan balances in 2026.

We are sharing this color to highlight what we believe is the impact of our disciplined approach to repricing maturing assets, as we continue to focus the organization on organically growing loan balances over the long term. We have also added a slide to our investor presentation this quarter highlighting the strength of our deposit profile, which we believe is the key driver of the long-term value of the franchise. 93% of the deposit base is located in areas where we have top 10 market share, and about 70% of our deposits are in markets that are growing faster than the national average, supporting long-term organic growth.

We opened one additional branch this quarter in Columbia Falls, Montana, which is a small example of our future efforts to drive organic growth. We did not announce any branch consolidations in the second quarter, but we anticipate sequential action moving forward as we progress through 2025 and into 2026. With that, I will hand the call off to David to give more details on our quarterly results and to discuss our guidance. David?

David Della Camera: Thank you, Jim. I will start with our second quarter results. For the second quarter of the year, the company reported net income of $71.7 million or $0.69 per diluted share. Interest income was $207.2 million in the second quarter. This increase is primarily driven by a reduction in interest expense from reduced other borrowed funds balances, partially offset by lower interest income on earning assets resulting from a decrease in average loan balances. Our net interest margin was 3.32% on a fully tax-equivalent basis, and excluding purchase accounting accretion, our net interest margin was 3.26%, an increase of 12 basis points from the prior quarter.

Other borrowed funds ended the second quarter at $250 million, a decline of $2.2 billion from a year ago and $710 million from the end of the prior quarter. Yield on average loans increased six basis points from the previous quarter to 5.65% in the second quarter, driven by continued repricing and payoffs of lower-yielding loans. Interest-bearing deposit costs declined one basis point in the second quarter compared to the first quarter, and total funding costs declined nine basis points due to improving mix shift, driven by the reduction in other borrowed funds. Noninterest income was $41.1 million, a decrease of $900,000 from the prior quarter.

Results this quarter include a $7.3 million valuation allowance related to the movement of Arizona and Kansas loans that are included in the branch transaction to held for sale. This was partially offset by a $4.3 million gain on sale related to the outsourcing of our consumer credit card product. Results were generally in line with our expectations, excluding these items. Noninterest expense declined in the second quarter by $5.5 million to $155.1 million. This decline compared to the prior quarter was due to lower seasonal payroll taxes and reductions in incentive-based compensation estimates. Results include roughly $1.5 million in property valuation adjustments and lease termination fees associated with properties in Arizona and Kansas.

We continue to exhibit expense discipline related to our staffing levels, driving results favorable to our prior expectations. As part of that discipline, we are thoughtfully developing efficiencies as we move forward, which includes our ongoing analysis related to the branch network and our carefully controlling staffing levels and other marginal spend. Turning to credit, net charge-offs totaled $5.8 million, representing 14 basis points of average loans on an annualized basis. We recorded a reduction to provision expense for the current quarter of $300,000 driven by lower loans held for investment. Our total funded provision increased to 1.28% of loans held for investment, from 1.24% at the end of the first quarter.

Classified loans declined $24.4 million or 5.1%, and nonperforming loans also declined modestly. Criticized loans increased $176.9 million or 17.2% from 2025, driven mostly by some of our larger multifamily loans, generally reflective of slower lease-up. Broadly, we are comfortable with the underlying value of the properties and guarantor's ability to support in these circumstances, but lease-up timelines are slower than initially anticipated at underwriting, driving movement into the criticized bucket. Turning to the balance sheet, loans held for investment declined $1 billion, which included the impact from the strategic moves we've discussed.

The decline was influenced by $338 million in loans related to the Arizona and Kansas transaction that moved to held for sale, $74 million of loans sold with the consumer credit card outsourcing, and $73 million from the continued amortization of the indirect lending portfolio. The remaining reduction was influenced by higher larger loan payoffs, including loans we strategically exited. We are remaining diligent in adhering to our pricing and credit discipline. While competition is always strong for great clients, we are seeing initial indications of increasing pipeline activity. We do believe that loans will decline in the near term, but remain optimistic that we will stabilize and return balances to growth in the medium term.

Deposits declined $102.2 million in the second quarter and are approximately flat compared to the prior year, adjusted for a larger temporary deposit on our balance sheet at the end of 2024. Finally, in the second quarter, we declared a dividend of $0.47 per share or a yield of 7%. Our common equity tier one capital ratio improved 90 basis points. Moving to our guidance, our guidance as displayed includes the impact of the consumer credit card outsourcing and excludes the impact of the branch transaction, which we anticipate closing in the fourth quarter. Broadly, the consumer credit card outsourcing reduces the major lines of the income statement and is mostly neutral to forward net income.

We have updated our guidance to reflect our current assumption of one 25 basis point rate cut for the remainder of 2025. As of the end of the second quarter, our balance sheet has shifted from slightly liability sensitive to mostly neutral. We do not believe the rate cut included in our guidance is meaningful to the net interest income forecast we have presented for 2025. Our net interest income guidance reflects an anticipation of continued margin improvement, with an expectation of fourth quarter net interest margin, excluding purchase accounting accretion, approximately 3.4% compared to the 3.26% figure reported in the second quarter.

Compared to the prior quarter's forecast, in addition to the impact from the outsourcing of consumer credit card, the net interest income forecast was modestly impacted by lower risk-weighted density. Our guidance now assumes a more meaningful near-term asset allocation into the investment portfolio versus loan balances, as loans have declined more than previously anticipated. We anticipate beginning to reinvest into the investment portfolio in this quarter. We have added commentary in our guidance noting that we anticipate net interest income to increase in the high single digits in 2026 compared to 2025, supported by our expectation for continued margin improvement, assuming generally flat loan balances in 2026.

We're sharing this to highlight what we believe is the impact of our disciplined approach to repricing maturing assets, and continue to believe we will grow loan balances over the long term. To provide additional detail, we've included a slide in our presentation detailing near-term fixed asset maturity and adjustable rate loan repricing expectations. Note that loan balances represent maturities in the case of fixed rate loans, and maturities or repricing events in the case of adjustable rate loans. These figures displayed do not include contractual cash flow or any prepayment expectations.

We expect loan yields to continue to benefit from the tailwinds of fixed rate repricing, a key component of our expectation for continued net interest margin and net interest income improvement. The investment security figures displayed represent current market expectations for total principal cash flows during each period, which provides another source of anticipated net interest income expansion. Noninterest income guidance is modestly lower than the prior quarter, impacted by the outsourcing of our consumer credit card. Finally, we reduced our noninterest expense guidance from an expectation in the prior quarter for a 2% to 4% full-year increase to 0% to 1% for the full year of 2025 compared to the reported 2024 number.

In addition to favorability in the second quarter expense levels to prior expectations, we are carefully controlling staffing levels and other expense levers, while continuing to invest in production-driven areas as we look to drive our balance sheet growth. These areas of continued focus have reduced our forward expectation of expenses in the near term. While near-term loan levels are lower than previously anticipated, leading to some modest pressure in net interest income in the near term, we are carefully controlling the expense base as we look to drive an efficient return profile for our shareholders.

Turning to the Arizona and Kansas branch transaction, we stated in our previous earnings call that we anticipate tangible book value accretion of roughly 2% at the close of the branch transaction, an improvement in our common equity Tier one ratio of approximately 30 to 40 basis points. As noted, we modestly increased the loans associated with the transaction since the prior quarter, together with the anticipated recognition of the deposit premium in the fourth quarter, which would occur concurrent with close, we continue to anticipate total tangible book value accretion of approximately 2% from the transaction, which would include the impact of the held for sale valuation allowance recognized this quarter.

We now anticipate our CET1 ratio to increase at the high end of the noted range given the additional loans included. With that, I will hand the call back to Jim. Jim?

Jim Reuter: Thanks, David. We are diligently focused on continuing to make sequential progress on our strategic plan and added a slide in our presentation to outline our focus areas, which include refocusing capital investment and optimizing the balance sheet. We believe earnings will continue to improve through 2026 and into 2027, and the ongoing remix of our balance sheet is providing us with liquidity and capital flexibility. We are actively working through our asset quality levels and are optimistic that we are beginning to see positive underlying credit developments, evidence of our disciplined proactive work on asset quality.

We will continue to work diligently to improve the earnings profile of our institution, and we look forward to sharing our progress with you. Now I will open the call up for questions.

Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you wish to decline from the polling process, please press star followed by the two. And if you are using a speakerphone, please lift the handset before pressing any keys. The first question comes from Jeff Rulis at DA Davidson. Please go ahead.

Jeff Rulis: Thanks. Good morning. Appreciate the color in the deck and the commentary that's helpful. I have a tough question, but I want to try to get the timing on the loan portfolio stabilization. It seems like it's a lot of heavy lifting up front here with the runoff, but maybe some further drift. But thinking about when the portfolio runoff kind of by year-end, or are you thinking that's a first half of next year event in terms of the loan portfolio stabilizes?

David Della Camera: Hi, Jeff. So a couple of things here. Good question. I think to start, there was, as we think about the balances in the quarter, of course, we had the held for sale. We had the indirect and the credit card. We also mentioned large loan payoffs. The other thing you'll note in one of our slides is we did see some line utilization that was a little bit lower this quarter. Adjusted for all of that, the change in loans quarter over quarter, we think was more of a mid 1% number versus the reported on HFI. So as we think about going forward, we do anticipate modestly lower loans in the third quarter.

That's what's incorporated in our guidance. We're hopeful for more stability in the fourth quarter from a reported held for investment level. And then, of course, we're optimistic we can grow.

Jim Reuter: And, Jeff, this is Jim. Good morning. To add on to that, when I look at the payoffs in the quarter, there were four larger loans. A few of those were frankly intentional in that it's the type of lending we don't want to do on a go-forward basis. And one was also a multifamily that went to the secondary market. So, as I've discussed the past two quarters, we completed a deep dive on credit, set up a new credit committee process, to get everybody on the same page. And I can confidently say we're now on offense, have some specific promotions, and we're seeing some good activity in the pipeline.

Jeff Rulis: That's great. Maybe a related question and trying to back into some of the NII guidance sounds like a pretty good commitment on the security side. Any effort to try to peg where earning asset levels could be at year-end? My guess is it sounds out from here.

David Della Camera: Yeah. Good question. So our borrowings ended the quarter about $250 million short-term borrowings. So we think the third quarter is where we bottom in earning asset levels, you know, to your point, a higher level of investment securities than previously near term given the balance sheet trends. Long term, we'd, of course, like to mix shift that into more loans. But third quarter view is the bottom of earning assets. That's Arizona Kansas, so you might get a little bit of a step down into the fourth quarter, but modest. And we think we're around the bottom there.

Jeff Rulis: Okay. And just a last one on the capital side. I think you mentioned the high end of the range of guidance. Maybe CET1 possibly by year-end given the branch deal should be behind you. But I guess, that's part one is maybe a CET1 at year-end. And then part two is just if you wouldn't mind kind of going through the capital priorities from there as you've got a pretty high level building here.

David Della Camera: So I think at year-end, to your point, so 13.4% was the June 30 number. We think we are around the 40 basis point number of additional accretion from the branch transaction. And then modestly lower loans in the near term. So that does get you to a higher number from here, all else equal. As we think about capital, we certainly acknowledge we have strong capital levels, and it creates significant optionality for us. We're very pleased with that. We're looking at a variety of options. So we're looking at all the different capital deployment options from here and considering how we can utilize that to enhance return.

So, you know, more to come there, but we're looking at our different options.

Jeff Rulis: Okay. Thanks. I'll step back.

Operator: Thank you. The next question comes from Andrew Terrell at Stephens Inc. Please go ahead.

Andrew Terrell: Hey, good morning.

Jim Reuter: Morning.

Andrew Terrell: Hey. I wanted to start off just, I mean, it was good to see the classified loans down sequentially, but, you know, I think it was a bit surprising to see special mention step up so much this quarter, I think, particularly given the work you guys have done over the past, you know, six, nine months or so regarding kind of the credit review process. I was hoping you could just talk maybe a little bit more about what drove that special mention migration that they kind of lost content you would or would not expect? And then does it feel like we should continue to anticipate continued migration into criticized classified?

Jim Reuter: Yeah. Good morning, Andrew. I'll take that. You know, we saw, as you mentioned, the step up in the criticized. A lot of that was driven with new information on some multifamily projects. That, you know, as we've mentioned, primary source of repayment is what we focus on. And the builder's original plans for absorption and how that project would go are not being met. I've actually looked at two of the three larger ones that are in the group that moved up, been by and seen them personally. Still feel good about the collateral. Really like the guarantors. So it's really that primary source of repayment.

Otherwise, it was fairly flat, and I can tell you that I see the fruits of our proactive management of credit.

Andrew Terrell: Okay. Great. I appreciate the color, Jim. And I could also just ask on kind of the expense guidance. It feels like lots of kind of moving pieces here, but David, you just maybe talk a little more about kind of near-term expectations? It seems like the guidance implies there should be kind of a core lift on expenses in 3Q. And then can you remind us just the maybe expense saves from the branch divestiture that's scheduled in the fourth quarter? And I think I would assume that there are no branch consolidation efforts reflected in kind of the expense guidance. So should we think about those as potentially a positive to the current kind of stated guidance?

David Della Camera: Sure. So first on the I'll kind of take that backwards to forward. So there are no branch divestitures outside, included in the guidance. You're correct there. So anything that occurs there. Again, just given timing, we think that's more of a 26 impact than a 25 impact actually on the expense figure. But you're correct. No expectation is included in that. Related to Arizona, Kansas to remind on the commentary from the prior quarter, about a mid twos number as a percentage of the deposit base is how we view that annualized cost impact. After close there.

Quarter to quarter, as we think about our expenses, you're correct that we do anticipate third and fourth quarter to be a higher reported number than second quarter for expenses. A couple drivers there includes things such as our medical insurance. We generally see a little bit higher in the back half than the front half. That'll be included in there. There was some timing in the second quarter on some of the salary and wage items that will be modestly higher in the third quarter. And then we had some benefits in our tech spend in the second quarter that we'll see a little bit higher in the third quarter.

Nothing generally unusual, but some timing items as well that will cause that increase.

Andrew Terrell: Got it. That's really helpful. I appreciate it, David. And then if I could ask also just on the guidance. One, I appreciate you guys putting, you know, some of the repricing detail into the presentation this quarter. That's really helpful. On the comment for the net interest income, high single-digit growth in 2026. Does that factor in the, I would presume, kind of NII headwind from the branch divestiture in 4Q and would that, you know, materially alter the high single-digit 2026 expectation?

David Della Camera: So it does not include the divestiture impact. We don't believe that materially alters that figure. Broadly, loans and deposits associated with the transaction don't look dissimilar than the bank's loans and deposits as a whole. So we wouldn't view that change as materially different. And, again, the capital raised with the transaction, there's different options related to that, of course. So at this time, that high single-digit would be excluding any decision there related to the loans, deposits, and capital.

Andrew Terrell: Got it. Okay. I appreciate the color, and thanks for the questions.

Operator: Thank you. The next question comes from Kelly Motta at KBW. Please go ahead.

Kelly Motta: Hey, good morning. Thanks for the question. In terms of the expense base, circling back to that, I appreciate the color on the expense saves regarding the branch divestitures. Wondering how you're thinking about the reinvestment of the savings versus flowing to the bottom line. And, specifically, with regards to frontline hires, if you have the right talent to, you know, start to drive the inflection in growth as we look to next year.

Jim Reuter: Yes. Good morning, Kelly. You know, David walked through some of the color around the expense saves, but, you know, there's a couple things here. When we look at growth, and NII and different things, obviously, another lever we manage is our expenses. And so we're going to pay attention to that closely as we drive for stronger NII. But we will not sacrifice having the right people on the team and being able to do the things we need to grow. We do have the right people on the team, so the cost saves are not, you know, coming at the expense of talent.

So, anything we need to do to invest to grow, it's going to be a priority.

Kelly Motta: Got it. That's helpful. And then in terms of I appreciate the color that the NII outlook includes more securities purchases given the slowdown in loans. Maybe for David, if you could provide color as to what your the new yields you're getting on the loans you are booking now.

David Della Camera: Sure. So on the security side, the incremental purchases won't look holistically dissimilar than what we currently have in the book. The way we broadly think about that is just given the structural rate sensitivity position of the company, shorter duration similar to what we have today, broadly. Lower risk-weighted density, and no credit risk. So that's kind of limited to no credit risk. That's broadly how we think about that. From a yield perspective, you know, if you kind of think something like a mid-duration MBS as an example, and there's, of course, a variety of different things we would be purchasing. That's five year plus 80 to 90 today. That'll move, of course, but something in that range.

New loan production, somewhere in that 7% range. It's going to be to that five to seven year point on the curve, but that's broadly where we are today.

Kelly Motta: Got it. That's helpful. Last question for me, and then I'll step back into the queue. On the loan side, I appreciate the color on some of the larger payoffs you had, some of which was intentional. Looking at the line for commercial that was down pretty, and I know you noted some drop down in the utilization there. Can you provide additional color as to what you're seeing on the commercial side? And if there was any sort of just like end of quarter flows that we should be keeping in mind in terms of thinking about the average balance sheet? Thank you.

David Della Camera: Yes. Thanks for the question. So I'd note a few things there. First, would note the, to your point, the utilization, that did have an impact there. Second, would note there was one of the larger payoffs we referenced was in that segment. So that was an impact as well. The other impact is the loans that moved to held for sale. There were some commercial real estate, some C&I. So there was some impact there as well quarter over quarter related to that. So we don't believe that's reflective, of course, of our anticipation going forward and changing that category. Certainly a focus as we think about small business. But some one-time movement in the quarter.

Kelly Motta: Great. Thanks for the color. I'll step back.

Operator: Thank you. The next question comes from Jared Shaw at Barclays. Please go ahead.

Jared Shaw: Hey, good morning. It's just as we're looking just to confirm as we're looking at year-end '25, loan levels as an exit. That, including everything, is, like, down 10 to 12% when include the loan sales, include the indirect, include some of that payoff activity? Is that the right way to think about it?

David Della Camera: Yeah. So how we're thinking about that is the guide of six to eight is the excluding the other items and an additional one to one and a half on indirect and then the held for sale balances, we anticipate, of course, leaving in the fourth quarter. When we anticipate that transaction to close. So that would be a marginal about 2% impact. That's correct.

Jared Shaw: Okay. Alright. And then you look at the valuation allowance, that you took on those loans, can you give any color on what the rate versus credit impact of that could have been?

David Della Camera: So that valuation allowance was a rate mark on the loans. It was purely reflective of rate. And yeah. So that's just a rate mark there.

Jared Shaw: Okay. Thank you.

Operator: Thank you. The next question comes from Matthew Clark at Piper Sandler. Please go ahead.

Matthew Clark: Hey, good morning. I appreciate the questions. First one for me on the loans transferred to held for sale. $338 million. I think you called it out as being related to the branch sale, but I think when you announced the branch sale, it was only $200 million of loans. So are those all tied to those branches, or did you guys also move some additional loans into HFS?

David Della Camera: They were all tied to the branches. There were some additional loans during the quarter that were identified related to the transaction, some relationship-related loans, so all related to the branch transaction.

Matthew Clark: Okay. Great. And then in terms of the loan portfolio, can you quantify what's left in the book that you would argue is not relationship-based and would prefer to write off? We, you know, obviously see the consumer credit portfolio being the latest piece of it. But trying to get a sense for any way to ring-fence some kind of deliberate runoff from here?

Jim Reuter: Yeah, Matthew. I don't see a lot of deliberate runoff left in the book. I do think the one challenge we have is multifamily that are construction that once they're leased up and fully stabilized, some of those have an intention to go to the secondary market. So we'll see some of that. But, you know, our message to our team is, because something leaves doesn't give us a bogey to not find a replacement and grow the bank. So I would say the bigger loans that, when I arrived at, I had a preference would leave the balance sheet. Most of that has already happened.

Matthew Clark: Okay. And then on the slide deck, the deposit market share slide, does that imply that you'd like to exit some additional markets where you're not in the top five? It's about 30% of the total. Not to say you'd exit all 30%. But or is it more to illustrate an opportunity to grow market share? It just looks like Colorado kind of stands out in some of those markets as not being the top one.

Jim Reuter: Matthew, it's not to illustrate where we want to exit. It's to illustrate where we have existing density, which gives us an advantage. And if you look at a lot of those states, and MSAs and areas, they're growth areas. So we think it's a positive that we have that type of market share. And we hope to gain it in other areas as well. So where you see less of it, it's not an indication we're going to retreat. It's an indication of where we need to make progress.

Matthew Clark: Got it. Okay. Thank you.

Operator: Thank you. The next question comes from Timur Braziler from Wells Fargo. Please go ahead.

Timur Braziler: Hi, good morning. Looking at the capital priorities and examining the options here on a go-forward basis, I guess, Jim, you made it pretty clear that M&A is off the table. Looking at the dividend, you guys already have one of the highest dividends out there. I guess that would leave share buybacks or some sort of balance sheet restructure. One would be a slower use of capital, one would be a more kind of acute use of capital. I'm just wondering kind of where the thought is between those two, the mix of, and then to the extent that some balance sheet restructure is in the cards, how much of that might be included in the 2026 NII guidance?

Jim Reuter: Yeah, Timur. That's a good question. You know, as you've already pointed out, we have strong capital levels, and it's going to increase, as we've already talked about, which gives us a lot of flexibility. And so obviously, dividend is important to us. We've demonstrated that historically and currently today. Organic growth will be our focus. If we can grow the bank and make use of the capital. But all that said, if we're not able to utilize the capital in that fashion, we will look at all on the table, including all the things you mentioned. So, you know, we have a focus on creating shareholder value, and so that will be an active conversation for us.

David Della Camera: And, Timur, the 26 guide, that does not include or looking at the loans specifically that are maturing and or resetting through 26, I calculate that to be about 12% of the outstanding loan book. Do you guys view that as an opportunity, or is there a potential threat that maybe some of those either get refi-ed away into the secondary market or still some composition of, quote, unquote, the type of lending that you don't really want to do?

I'm just trying to get a sense of this elevated portion of resets that are coming due in the next eighteen months and what effect that might have on balance sheet composition and your expectations for average earning assets here to stabilize in the not too distant future?

Jim Reuter: Yeah, Timur. That's a good question. And, as I mentioned earlier, I don't see a lot of loans that don't fit our profile in that mix. There is some multifamily that, as I mentioned, that when stabilized, the borrower's intent was to go to the secondary market. Obviously, we're not going to compete with the secondary market from a rate and structure perspective. And so that's why we show loan growth fairly flat. But our intent is to replace that with production and growth. And as I mentioned, we're seeing good activity in the pipeline, and, you know, C&I owner-occupied and different things. So that's where we're headed there. And optimistic that we can replace a lot of that.

Timur Braziler: Okay. And then just last for me around credit. Just looking at the recent trends in criticized loans coupled with your unchanged net charge-off guidance. I guess, what's giving you comfort to the fact that the increase in criticized that are now over 7% of the loan book isn't going to drive some volatility around charge-off activity, either in the back end of '25 or into '26?

Jim Reuter: Yeah, Timur. What continues to give us confidence in that area is that a lot of the movement into criticized has been that primary source of repayment. We still like the collateral and the guarantors that are backing those credits, and they're well located, which is part of why we like the collateral. So that's why we continue to be confident, and, I think, you know, again, I've mentioned this before, proactive credit management, I think, is one of the tenets of running a good bank in all economic cycles, and that's what you're seeing in play here.

Timur Braziler: Great. Thank you for the questions.

Operator: Thank you. We have no further questions. I will turn the call back over to Jim Reuter for closing comments.

Jim Reuter: All right. Thank you, and thank you, everybody, for your questions. And as always, we welcome calls from our investors and analysts. So please reach out to us if you have any follow-up questions, and thank you for tuning into the call today.

Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.

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  •  

Cheesecake Factory (CAKE) Q2 2025 Earnings Call

Image source: The Motley Fool.

DATE

  • Tuesday, July 29, 2025, at 5:00 p.m. EDT

CALL PARTICIPANTS

  • Chairman & Chief Executive Officer β€” David M. Overton
  • President β€” David M. Gordon
  • Executive Vice President & Chief Financial Officer β€” Matthew Eliot Clark
  • Vice President, Investor Relations β€” Etienne Marcus

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

  • Consolidated Revenue: Total revenues were $956 million for Q2 FY2025, with both total revenues and adjusted net income margin exceeding the high end of prior guidance.
  • Cheesecake Factory Comparable Sales: Increased 1.2% in the second quarter, driving record average weekly sales and unit volumes of nearly $12.8 million.
  • Cheesecake Factory 4-Wall Restaurant Margin: Improved to 18.5% in the second quarter, up 80 basis points year-over-year and noted as the highest in eight years.
  • North Italia Annualized AUV: Rose 2% to $8 million in Q2 2025; North Italia comparable sales declined 1% in the second quarter, with price +4%, mix -1%, and traffic -4%.
  • North Italia Mature Restaurant Margin: Restaurant-level profit margin for adjusted mature North Italia locations improved 290 basis points from the prior year to 18.2% in the second quarter.
  • Flower Child Comparable Sales: Increased 4% in Q2 2025, with average weekly sales of $91,400 and annualized AUV exceeding $4.8 million.
  • Flower Child Mature Location Margin: Restaurant-level profit margin for adjusted mature Flower Child locations reached 20.4% in Q2 2025.
  • External Bakery Sales: $12.9 million in the second quarter.
  • Restaurant Openings: Opened 8 new restaurants in Q2 2025 (2 Cheesecake Factory, 1 North Italia, 3 Flower Child, and 2 FRC); plans for up to 25 new units in 2025 remain on track.
  • Preopening Expenses: Preopening costs were $9 million in the second quarter, compared to $7 million in the prior year period, aligned with higher unit openings.
  • Adjusted Diluted Net Income Per Share: Adjusted diluted net income per share was $1.16 for Q2 FY2025; GAAP diluted net income per share was $1.14.
  • Liquidity Position: Ended Q2 2025 with approximately $515.3 million in available liquidity, including $148.8 million in cash and $366.5 million undrawn on the revolving credit facility.
  • Total Debt Outstanding: Total principal amount of debt outstanding was $644 million as of Q2 2025, consisting of $69 million in 2026 convertible notes and $575 million in 2030 convertible notes.
  • Q3 Revenue Guidance: Projected total revenues of $905 million to $915 million for Q3 FY2025.
  • Q3 Margin and Cost Outlook: Adjusted net income margin expected at a 3.25% midpoint for Q3 FY2025; effective commodity and labor inflation both forecasted in the low to mid-single-digit range for FY2025; G&A estimated at $61 million for Q3 FY2025; preopening expenses targeted at $7 million to $8 million for Q3 FY2025.
  • Full-Year 2025 Revenue Guidance: Estimated at approximately $3.76 billion at the midpoint for FY2025, with adjusted net income margin expected to be 4.9% for FY2025.
  • CapEx Outlook: Capital expenditures of $190 million to $200 million are expected for FY2025 to fund unit development and maintenance.
  • Cheesecake Factory Effective Menu Pricing: Cheesecake Factory net effective menu pricing in the second quarter was approximately 4%, with traffic at -1.1% and mix providing the remaining difference. Menu pricing for the second half of FY2025 at The Cheesecake Factory is expected to decline to around 2%-2.5%, with increased negative mix from new lower-priced items.
  • Cheesecake Rewards Metrics: Month-over-month acquisition continues to exceed internal expectations; members show higher check averages, greater frequency, and higher Net Promoter Scores than non-members.
  • Labor Retention: Both staff and management retention are at or above pre-pandemic highs in Q2 2025, contributing to improved productivity and lower turnover-related expenses.
  • Off-Premise Sales: Represented 21% of Cheesecake Factory sales in Q2 2025, consistent with the average of the prior four quarters.

SUMMARY

Management affirmed that unit development, menu innovation, and digital loyalty remain central to The Cheesecake Factory Inc.'s (NASDAQ:CAKE) long-term strategy. Commentary from company executives emphasized continued operational improvements, including elevated employee retention that is driving labor cost leverage and enhanced guest experiences. The strategic focus on Flower Child and North Italia was underscored by strong margin gains, accelerated expansion, and early new-unit sales outperformance in Q2 2025.

  • Matthew Eliot Clark indicated pre-opening expenses for the year are estimated at approximately $34 million, reflecting sustained expansion plans.
  • G&A is projected to remain flat as a percentage of sales year-over-year for FY2025, with depreciation expected to be about $109 million for FY2025.
  • Cheesecake Factory menu innovation now includes 14 new items across two categoriesβ€”bowls and "Bites"β€”aimed at increasing traffic and offering new purchase opportunities as of Q2 2025.
  • North Italia's new Boise location produced average weekly sales about 40% higher than the system average in Q2 2025, supporting broader geographic expansion potential.
  • Flower Child’s most mature stores are generating annualized unit volumes between $6.5 million and $7 million, with operational enhancements cited as key margin drivers in Q2 2025.
  • Share repurchases were modest at $0.1 million for Q2 FY2025, with $14.3 million returned via cash dividends.
  • Convertible note dilution risk was addressed by Matthew Eliot Clark: At $8, a $10 increase over the strike price would result in about 1.5% dilution, suggesting management sees limited near-term EPS impact from conversion scenarios.
  • Company maintains a cautious, data-driven approach to marketing, loyalty, and menu strategy as consumer environment conditions remain steady but not uniformly strong across the industry.

INDUSTRY GLOSSARY

  • AUV (Average Unit Volume): Annualized average sales per restaurant location, used to benchmark performance within restaurant concepts.
  • 4-Wall Margin: Profit margin calculated at the restaurant (unit) level, before allocating corporate overhead and other non-unit expenses.
  • FRC (Fox Restaurant Concepts): A portfolio of restaurant brands owned and operated by The Cheesecake Factory Incorporated, including Flower Child, North Italia, and others.
  • Net Promoter Score (NPS): A customer loyalty metric measuring the likelihood of guests to recommend a brand or concept.
  • Preopening Expenses: Costs directly associated with opening new restaurants, including staff training, supplies, and local marketing, incurred prior to launch.

Full Conference Call Transcript

David Overton will begin today's call with some opening remarks, and David Gordon will provide an operational update. Matt will then review our second quarter financial results and provide commentary on our financial outlook before opening the call up to questions. With that, I'll turn the call over to David Overton.

David M. Overton: Thank you, Etienne. Our second quarter results exceeded expectations with consolidated revenues and adjusted earnings per share, setting new milestones for the company. These solid financial results are fueled by operational excellence and sustained demand across our differentiated high-quality concepts. Second quarter comparable sales at The Cheesecake Factory restaurants increased 1.2%, driving record high average weekly sales and further elevating our industry-leading and realized unit volumes to nearly $12.8 million for the quarter. Strategic innovation in our menu has always been a key pillar of our success, reflecting that ongoing focus, we are now introducing our latest menu, which features 14 new dishes across 2 innovative categories.

And tomorrow, in celebration for National Cheesecake Day, we are launching our newest Cheesecake Peach Perfect with Raspberry drizzle. We believe our continued focus on culinary innovation keeps our menu highly relevant without relying on discounting and combined with the strength of our best-in-class operators positions us to stand out competitive landscape. Thanks to the outstanding execution of our operators, we delivered strong flow-through and meaningful improvement in profitability. In fact, Cheesecake Factory's 4-wall restaurant margin increased to 18.5%, up 80 basis points year-over-year and the highest level recorded in 8 years. Turning to development, we successfully opened 8 restaurants in the second quarter, including 2 Cheesecake Factory restaurants, 1 North Italia, 3 Flower Child and 2 FRC restaurants.

Subsequent to quarter end, we opened 1 FRC restaurants and 1 international Cheesecake factory restaurant in Mexico under our licensing agreement. We are pleased with the progress we've made on new unit growth so far this year and continue to expect to open as many as 25 new restaurants in 2025. Additionally, we anticipate 2 Cheesecake Factory restaurants to open internationally under a licensing agreement. As we look ahead, the strong demand for our distinct dining experiences reaffirms our confidence in the long-term trajectory of our portfolio. Our results clearly demonstrate the strength of our platform and the effectiveness of our strategy to deliver sustainable growth and value.

With that, I will now turn the call over to David Gordon to provide an operational update.

David M. Gordon: Thank you, David. Our performance this quarter reflects the operational strength and disciplined execution of our teams who continue to manage their restaurants with precision and excellence. Notably, both hourly and management retention increased year-over-year, driving improvements in labor productivity, food efficiencies and wage management. As we've noted previously, our success in staffing continues to be a key driver behind the improvement in guest satisfaction scores. Ultimately, it's our team members who make it all possible, bringing our vision to life and delivering exceptional dining experiences every day.

To this point, our internal Net Promoter Score metrics improved across nearly all key areas this quarter including in both the dine-in and off-premise channels with notable gains in pace of experience, staff service and food quality. Record Cheesecake Factory average weekly sales in the second quarter were supported by off-premise sales of 21%, consistent with the average of the prior 4 quarters. And our newest Cheesecake Factory restaurant in Naperville, a suburb of Chicago, open to remarkable demand, underscoring the strong affinity for the brand and the enduring value of our distinctive dining experience.

As David Mentioned, strategic menu innovation remains core to our success and we're bringing that to life with the launch of 2 new menu categories, bowls and Bites. Our new bowl selection includes 6 thoughtfully crafted options, such as the Teriaki Salmon bowl, orange color flower bowl and the Peruvian Chicken bowl. We also introduced a lineup of 8 new bites, smaller plates offered at an attractive price point. These are designed to drive interest and offer new ways to enjoy the menu. With items like New Orleans cajun shrimp, chicken and biscuits and meatball sliders. These new offerings reinforce the relevance of our menu and the strength of our innovation strategy.

Together with our best-in-class operational execution, they drive sales and traffic and reinforce our leadership and experiential dining. Moving to Cheesecake Rewards. The program continues to perform well with strong member growth and high satisfaction. As we evolve the program, we've shifted from large-scale testing to a more targeted data-driven strategy, delivering personalized offers aligned with member behavior and preferences. This refined approach has driven meaningfully higher engagement and deeper loyalty. Turning to North Italia. Second quarter annualized AUVs increased 2%, reaching $8 million.

Comparable sales declined 1%, reflecting some continued impact from the Los Angeles fires weighing more heavily on performance due to the concept's smaller comp base relative to the Cheesecake Factory as well as some sales transfer impact from new restaurants. We also successfully opened a new North Italian Boise, Idaho during the quarter, marking our entry into another market. Early performance exceeded expectations with average weekly sales trending approximately 40% above the Q2 system average, reaffirming strong consumer demand for the concept. Restaurant level profit margin for the adjusted mature North Italian locations improved 290 basis points from the prior year to 18.2%.

The margin expansion was primarily driven by operational improvements as well as more favorable commodity and labor inflation. Flower Child continues on a strong upward trajectory with second quarter comparable sales increasing 4%, significantly outperforming the Black Box fast casual dining index, which was essentially flat for the quarter. The improvement resulted in average weekly sales of $91,400 for an annualized AUV of over $4.8 million, a new milestone for the concept. We also opened 3 new Flower Child locations during the quarter, including 2 in new markets, Collectively, these restaurants averaged nearly $82,900 in weekly sales, translating to a solid AUV of approximately $4.3 million annualized.

Operational enhancements continue to support strong performance with restaurant level profit margin for adjusted mature Flower Child locations reaching 20.4% in the second quarter. Our strong portfolio performance, fueled by sustained sales momentum, operational excellence and margin expansion positions us well to deliver on our long-term growth ambitions. And with that, let me turn the call over to Matt for our financial review.

Matthew Eliot Clark: Thank you, David. Let me first provide a high-level recap of our second quarter results versus our expectations I outlined last quarter. Total revenues of $956 million and adjusted net income margin of 5.8%, both exceeded the high end of the guidance ranges we provided. Now turning to some more specific details around the quarter. Second quarter total sales at the Cheesecake Factory restaurants were $683.3 million, up 1% from the prior year. Comparable sales increased 1.2% versus the prior year. Total sales for North Italia were $90.8 million, up 20% from the prior year period. Other FRC sales totaled $90.2 million, up 22% from the prior year and sales per operating week were $136,800.

Flower Child sales totaled $48.2 million, up 35% from the prior year. and sales per operating week were $91,400. And external bakery sales were $12.9 million. Now moving to year-over-year expense variance commentary. In the second quarter, we continued to realize some year-over- year improvement across several key line items in the P&L. Specifically, cost of sales decreased 70 basis points, primarily driven by favorable commodity costs. Labor as a percent of sales declined 20 basis points primarily driven by the continued improvement in retention, supporting labor productivity gains and wage leverage, partially offset by higher group medical costs. Other operating expenses increased 40 basis points, primarily driven by higher facility-related costs.

G&A increased 10 basis points from the prior year. Depreciation remained relatively flat as a percent of sales. Preopening costs were $9 million in the quarter compared to $7 million in the prior year period. We opened 8 restaurants during the second quarter versus 5 restaurants in the second quarter of 2024. And in the second quarter, we recorded a pretax net expense of $1.2 million related to FRC acquisition-related items and impairment of assets and lease termination expenses. Second quarter GAAP diluted net income per share was $1.14, and. Adjusted diluted net income per share was $1.16. Now turning to our balance sheet and capital allocation.

The company ended the quarter with total available liquidity of approximately $515.3 million, including a cash balance of $148.8 million and approximately $366.5 million available on our revolving credit facility. Total principal amount of debt outstanding was $644 million, including $69 million in principal amount of convertible notes due 2026 and $575 million in principal amount of convertible notes due 2030. CapEx totaled approximately $42 million during the second quarter for new unit development and maintenance. During the quarter, we completed approximately $0.1 million in share repurchases and returned $14.3 million to shareholders via our dividend. Now let me turn to our outlook.

While we will not be providing specific comparable sales and earnings guidance, we will provide our updated thoughts on our underlying assumptions for Q3 and full year 2025. Our assumptions factor in everything we know as of today, including net restaurant counts, quarter-to-date trends, our expectations for the weeks ahead and anticipated impacts associated with holiday shifts. Specifically, for Q3, we anticipate total revenues to be between $905 million and $915 million. Next, at this time, we expect effective commodity inflation of low single digits for Q3. We are modeling net total labor inflation of low to mid-single digits when factoring in the latest trends in wage rates and minimum wage increases as well as other components of labor.

G&A is estimated to be about $61 million. Depreciation is estimated to be approximately $28 million. We are estimating preopening expenses to be approximately $7 million to $8 million to support the 2 planned openings in the quarter and early Q4 openings. Based on these assumptions, we would anticipate adjusted net income margin to be about 3.25% at the midpoint of the sales range provided. For modeling purposes, we are assuming a tax rate of approximately 10% and weighted average shares outstanding of $48.5 million. Now for the full year. Based on similar assumptions, and no material operating or consumer disruptions, we anticipate total revenues for fiscal 2025 to be approximately $3.76 billion at the midpoint of our estimates.

We currently estimate total inflation across our commodity basket, labor and other operating expenses to be in the low to mid-single-digit range inclusive of the currently proposed tariff levels. We are estimating G&A to be about flat year-over-year as a percent of sales and depreciation to be about $109 million for the year. And given our unit growth expectations, we are estimating preopening expenses to be approximately $34 million. Based on these assumptions, we now expect full year adjusted net income margin to be approximately 4.9% of the sales estimate provided. For modeling purposes, we are assuming an 11.5% tax rate and a weighted average share count of approximately 50 basis points lower than 2024.

To help with modeling, this implies a Q4 tax rate of 11% to 12% and WASO of $49 million. With regard to development, as David stated earlier, we expect to open as many as 25 new restaurants in 2025. This includes as many as 4 Cheesecake Factories, 6 North Italias, 6 Flower Childs and 9 FRC restaurants. And we would anticipate approximately $190 million to $200 million in cash CapEx to support unit development as well as required maintenance on our restaurants. In closing, we delivered another quarter of strong financial and operational performance with record revenue continued margin expansion and earnings growth.

Our restaurant teams continue to execute at a high level and our differentiated experiential concepts remain well positioned to consistently deliver the delicious, memorable dining experiences our guests expect. As always, we remain focused on making steady progress toward our long-term value creation priorities: growing comparable restaurant sales, expanding operating margins and accelerating accretive unit development. With a stable foundation, a resilient business model and a clear strategic focus, we believe we are well positioned to continue generating consistent results and driving meaningful long-term shareholder value. With that said, we'll take your questions.

Operator: [Operator Instructions] Your first question comes from the line of Brian Bittner with Oppenheimer.

Brian John Bittner: As it relates to the increase in the net income margin for 2025 from 4.75 to 4.9, is this primarily operationally driven at the store level? Do you basically do you have a different assumption for the 4-wall margin expansion in 2025 versus I think 15 to 25 basis points of increase is what you had previously assumed?

Matthew Eliot Clark: Ryan, it's Matt. Thanks for the question. That's true. I think the 4-wall, our expectations now or that it will be better than we had originally expected. I mean clearly demonstrated by our Q2 results being above our expectations. And so I think we are committed to continuing to take it 1 quarter at a time, but our outlook has definitely increased based on operational excellence and overall sales trends. .

Brian John Bittner: And just lastly, as it relates to the third quarter, the revenue outlook you provided, there's a lot of moving pieces within the model these days. Does it basically assume a base case for Cheesecake Factory same-store sales that's relatively similar to the second quarter?

Matthew Eliot Clark: At the high end, that's right. So I would say we really didn't, we've seen very, very stable sales. And so we continue to have that stable outlook. But I still think there's no reason to get out ahead of our skis and try to forecast something greater until we see it happen. .

Operator: Your next question comes from Drew North with Baird.

Andrew D. North: I wanted to follow up on the topic of labor. And my question is focused on labor retention, which has continued to be a good topic and positive for your business in the broader industry. But I was wondering if you could provide some perspective on where retention levels or turnover levels are maybe relative to pre-pandemic or prior peaks to help us understand how much further improvement could be made? Or I guess, higher level, how you're thinking about the opportunity to continue to leverage labor across in the back half of the year here?

David M. Gordon: Drew, this is David Gordon. We continue to be very pleased with our progress around staff and management retention. Our staff level retention today is as good as it's been historically in the company. So even exceeding pre-pandemic levels and the same thing for management retention, and best-in-class across the industry. And we continue to believe that's because of the culture, the enduring culture of Cheesecake Factory and how we care for our staff and managers, the opportunities for them to continue to promote within the concept, whether that's to be more productive as an hourly staff member and learn new stations, which improves productivity in the long run for us over time.

We think we'll continue to see the benefits of this ongoing retention, whether that's in lower overtime, lower training costs. We don't see why that's going to change in the near term. based on the current environment. Certainly, if things change in the macro environment that we don't have control of, we'll see what happens. And on the management side, I think we continue to offer terrific career opportunities for people. for them to progress their career to work in a company that has really leading unit growth today and giving them lots of opportunities to grow in each level of management to go as high as they potentially want to go.

And we continue to be an employer of choice on the selection side because of the stability of the restaurants, the stability of the sales are really staff members know they're going to ours. The tip staff members know they're going to get good consistent tips that we have best-in-class benefits. So our challenge to the operators is to keep this up and to ensure that we make it through the second half of the year, maintaining the type of retention that we've seen thus far.

Andrew D. North: Very helpful. And then 1 on the comp, if I could. On Cheesecake Factory, can you share the Q2 breakdown related to price and mix and the implied traffic, I guess? And then how we should think about the cadence of pricing as we think about the second half?

Matthew Eliot Clark: Sure. Drew, this is Matt. The net effective pricing in Q2 is about 4% for Cheesecake. Traffic was a negative 1.1%, and then mix was the balance and effectively, that's what's encompassed in the guidance for the back half. We do anticipate with the value that we're putting on the menu that we might continue to see that level of mix continue, but we're really focused on getting that traffic back to the positive side of the ledger. So very, very stable sales throughout the quarter and predictable. And I think that's helped our operators deliver on the margins. And so that's what we're forecasting at the back half right now.

Operator: Your next question comes from Jeff Farmer with Gordon Haskett.

Jeffrey Daniel Farmer: You guys touched on it, but with that February menu update, you did shine a brighter marketing light on the new menu items. So I guess the question would be, did you guys see a customer response to that in terms of just in terms of the innovation aspect of the new menu?

David M. Gordon: Jeff, this is David again. Well, certainly, our approach with this next menu is very similar to the last menu change. We are taking all of the new menu items and putting them on a separate card to ensure that guests see them and they don't get lost in the menu early on in their life. We feel good about the stickiness of the menu items that we put on that the previous menu change that you mentioned in February. And as Matt touched on, we think that this new menu from a price point value perspective and also from a flavor profile perspective, should be as successful, if not more successful than the rollout that we had in February.

Jeffrey Daniel Farmer: Okay. And then just as a follow-up to that, as it relates to some of the lower price point menu items you put out there, do you think, 2 things that the consumer is aware of the lower prices or the lower price points? And are they responding to those lower price points?

David M. Gordon: Sure. Well, certainly, again, the fact that they're outside of the menu, if you're a guest that's already coming into the restaurant, you're going to see that lower price point right away. And we can see the order rates from the previous new menu that guests are responding to that. And as Matt touched on the mix, we're anticipating that there'll be some impact to the mix that we're planning on. So we do think that it will continue to resonate and it's the right strategy. and people want to come in and add a bite to their meal, right, just like they did when we rolled out small plates and snacks, right?

We had guests who were actually introduced to a new category and instead of even cannibalizing from previous sales, they were just adding something that perhaps they weren't planning on ordering. And we think this will happen with the bites perhaps as well. And somebody will add something like chicken and biscuits along with an appetizer and an entree whereas before perhaps they were just going to get an appetizer and an entree. So it will be interesting to study here in the next few months.

Operator: Your next question comes from Sara Senatore with Bank of America.

Unidentified Analyst: A quick follow-up and then a question on Flower Child. So just on the follow-up. I just wanted to make sure I understood. I know at the beginning of -- or the end of -- when you reported last quarter, you would you did some caution just given the operating environment. And sort of seems like that didn't materialize. I just want to make sure, is that the right read that the operating environment perhaps is a little bit healthier than you might have initially thought given some of the headlines. So that's a clarification. And then on Flower Child, is there any kind of color you can give on profitability or unit economics?

That certainly seems to be a very successful concept. The comps are very strong, and I think you're adding units at a nice clip. So as you think about kind of the return profile of the company as a whole, anything you can say about how that might shift it in 1 direction or another.

Matthew Eliot Clark: Sure, Sara. This is Matt. Just to start with on the environment. I mean I think certainly for Cheesecake Factory, Flower child, all of our concepts, the environment has been very, very steady for us. I don't know that it's better or they're certainly not true for everybody, but I feel like we were weathering this environment in a very strong way. And I think it's a testament to our execution and as well as the brands that we have. So I think it's prudent just to continue to take a little bit of a cautious approach. We feel really good about where we're sitting today.

With regards to Flower Child and sort of the unit economics, as David Gordon mentioned in the prepared remarks, we're seeing exceptional performance. The mature unit margins cresting over 20% at 20.4% is a high mark for our company at the moment. And the AUV is getting up to in the quarter of 4.8%. So we're looking down at $5 million up there, maybe in the near-term future. So certainly, the returns that we're getting today are in the mid-30s, and we feel really positive about that and look forward to continuing to grow the concept and it seems to be working everywhere that we've been opening.

Unidentified Analyst: Okay. I apologize I missed the prepared remarks on that. But just as you think about it as potentially a driver, do you see like an inflection point in terms of is moving the needle on your results just because you haven't broken it out yet and yet it seems very, very attractive.

Matthew Eliot Clark: Yes. It's a little small from an accounting perspective in terms of segment reporting for sure. But you know our intention when we started this journey about 6 months ago was to continue to pret more information every quarter. So we're continuing to add data to the ability for people to see the progress. And certainly, we would continue to expect to provide even more information. And certainly, the performance has inflected over the past 18 months with all of the work that the team has done, whether it's with a KDS system or the operational dashboards or the catering, right, has all come to fruition and really it is on a very strong trajectory.

And I would suspect that it will play a bigger and bigger role as we go forward.

Operator: Your next question comes from Jim Salera with Stephens.

James Ronald Salera: To ask a couple on North Italia, if I could. First, just some housekeeping, if you could give us the comp breakdown there, price volume in mixfor North tie for the quarter? And then if I recall correctly, in there were some headwinds from the fires in L.A. and some regional weather. And so I believe the comp was similar, if not maybe down or up a little bit, but just any comments on kind of continuing to contribute to softness there for North?

Etienne Marcus: Jim, this is Etienne. I'll just give you the breakdown here. So price was 4% in the second quarter. Mix was negative 1, traffic was negative 4%.

Matthew Eliot Clark: So let me just give some extra color there, Jim, because I think it's important for everybody to understand the performance at North is actually very, very strong. If you look at the AUVs of $8 million, actually outpacing the comps, that's because the new units are coming on that much stronger. And we delivered 18.2% on the mature margins, right? And so the higher sales and the higher margins are making for great returns. But what we are seeing is there is a little bit of sales transfer in some markets. And then that's really what's weighing on it.

So if you take Charlotte as a good example, and it talks to our ability to penetrate markets at the pace that we expected, so we have 2 Cheesecake factories in Charlotte that are doing $25 million, $26 million, right, near the system average. We just opened our third north in that market. And the first full quarter was Q2, and it did on an annualized basis, $10 million, right? And so as the third 1 there, in total, the 3 of them are averaging around $8 million. And the mature margins there are in the low 20%. And so they're great investments.

But when you open up that strong, you're just moving a little bit of sales from 1 existing to another. And that's really the major drive towards the comp there. If we net that out, it's performing pretty much in line with Cheesecake Factory. Like when we net out the sales transfer, it's probably a 1% comp with a negative on traffic. And so we're actually really, really pleased. They're just opening faster and bigger than we expected.

James Ronald Salera: Got it. That's super helpful. And maybe if I could just have 1 quick follow-up there. Just any color that you guys have on North in terms of trends by income bracket, if there's anything that you've noticed in some locations with lower end consumer to the extent that like an aspirational consumer would go to North as kind of an elevated experience.

Matthew Eliot Clark: Yes. I mean, I think it's similar to Cheesecake factory, but maybe it's a little more narrow. It's probably slightly higher income on average, but certainly, aspirational guest can still go to north and use the menu however they see fit, right? I mean they can get it in pizza and pasta and salads, all in the low 20s. And so I think that there's opportunity there. And every market that we're going into now, we're seeing really strong demand. We noted opening in Boise being 40% above the system average, right? And so that's telling us that guests of all walks of life of all income brackets of all demographics are going to north.

You don't open up doing $10 million and 6,500 square feet, if that's not the case.

Operator: Your next question comes from Brian Vaccaro with Raymond James.

Brian Michael Vaccaro: I wanted to ask about menu pricing at Cheesecake Factory. I think you've been running, you said around 4%, maybe the low 4s. Margins have obviously exceeded your expectations it still seems to be a pretty intense value environment, just broadly thinking about the consumer. So I guess how does that feed into your current thinking on your fall menu rollout, and I guess, why not let year-on-year pricing roll off a bit, given the tailwinds that you're seeing?

Matthew Eliot Clark: Yes, Brian, this is Matt. So in fact, it will we are taking less pricing going into the back half of the year. But also, we're introducing some items that have some inherently lower prices. So the effective pricing that we're taking is actually going down quite a bit more. And David Gordon mentioned bowls and the bite. The bites are predominantly items that are understands and the bowls are in the $15 to $16 range with Cheesecake Factory portions. So when we look at what we're doing from a value perspective, on -- really on an effective pricing, I think it's going to be well below where the industry is at, and we're driving significant value for the consumer.

Brian Michael Vaccaro: Okay. Sorry, I might have misunderstood previous comments on the pricing. But what type of year-on-year pricing at Cheesecake would be reasonable for the second half?

Matthew Eliot Clark: Probably on a headline basis. But again, I would just reiterate that with the new menu items, there's probably another 100 basis points of negative mix inherently built into that. So right, so the real pricing is probably going to be more like 2% to 2.5% in terms of what the consumer feels.

Brian Michael Vaccaro: Okay. That's super helpful. I wanted to ask about margins as well and maybe dial in on the North Italia margins. Certainly encouraging improvement. I think our segment margin was nearly 15% if I did the rough math quickly. I guess can you just elaborate a little bit on what drove that improvement in a slightly negative comp environment? And I told the other OpEx line in particular, maybe 100, 130 basis points year-on-year. Maybe just some broader comments on those margin dynamics you're seeing at North.

Matthew Eliot Clark: Sure, Brian, this is Matt. I think generally, it's the stability of the business and operational execution. We did , if you remember, kind of catch up on pricing equivalently to Cheesecake at the end of last year. So some of that is flowing through at this point in time. But we've also seen some of the favorable commodities that we've had for the entire company. And really, if you think about the total sales, I mean, $8 million AUV, we're leveraging those sales and driving profitability in the 4 walls. So we're super encouraged by that as well.

The teams continue to stay intently focused on driving the sales because we know we can deliver the profitability when we get the sales.

Brian Michael Vaccaro: Great. And then just last quick clarification on North Italia comps, you mentioned the negative impact on the L.A. unit. Is it possible to quantify that and kind of what the comp would have been ex the L.A?

Matthew Eliot Clark: It would have been flat without the L.A.

Operator: Your next question comes from Andy Barish with Jefferies.

Andrew Marc Barish: More of a high-level question and thought, I'd love to hear your perspective on it. I mean casual dining seems to be kind of having a moment right now, especially experiential. What do you guys kind of think and see as going on and obviously helping the success of your business?

David M. Gordon: Sure, Andy. This is David. I think that people want their dollars spent in the most productive way possible, you mentioned experiential dining. We believe that we will continue to be leaders in experiential dining and people want to go out to eat for great, wonderful, delicious food, but also as an experience. They want to be in an environment that has a lot of energy. We think we provide that at all of our concepts from Cheesecake Factory to a higher-end fast casual Flower Child, which very much is an experience, not just a transaction. So as people maybe move away from -- especially younger people, move away from transactional purchases.

I want to spend time together, our restaurants, highly designed, high-touch hospitality, today's consumer appreciates that, I think more than ever, they are more sophisticated than they've ever been about food. And we're making all of our food from scratch every single day in every single concept. And we believe we can take market share and have been taking market share because of that sustained quality I think the sustained level of great operations and all the way leading back to the retention numbers that we see at Cheesecake that have led to all-time high NPS numbers, which show consistency and people appreciate that consistency as well.

Andrew Marc Barish: Got it. And then just if you're willing to share, I guess, an early look at the '26 development pipeline, at least directionally, I'm assuming you're going to open more units? Is that something that you're honing in on as we sit here with only 4 or 5 months to go in 2025?

David M. Gordon: Yes. We certainly anticipate opening more units in the '25 that will open this year. We feel good about the pipeline. We feel good about the cadence of openings. So I think you can anticipate that, that number of percentage unit growth that we've shared in the past is 1 that we're going to continue to be able to hit moving forward.

Operator: Your next question comes from Sharon Zackfia with William Blair.

Sharon Zackfia: Sorry, we have new phones. Can you hear me now? Okay. I have to learn to unmute. it's 2025. Sorry if you mentioned this. I was on another call and then hopped on here, but I wanted to ask about the rewards program for Cheesecake. I think you mentioned it, but I was hoping to get some more kind of meat on the bone in terms of kind of what you're seeing there, kind of in terms of percent of transactions that are involving rewards or incremental lift on spend for rewards members versus nonrewards.

And if you have any data on frequency, kind of how that customer is visiting Cheesecake kind of before they joined rewards versus now or just versus the overall nonrewards population?

David M. Gordon: Sure, Sharon. This is David. I think we're going to still continue to keep things at a pretty high level. What I will share is that we continue to see month-over-month acquisition exceeding our internal expectations. So that's good to see. People are still enthused about the program and continuing to sign up at a higher level than we anticipate. Members continue to have higher frequency, higher check average, higher NPS scores than nonmembers. So all very, very positive signs. And as we move from the more broad approach that we took in 2024, a which had about a 1% redemption rate across very large swath of audiences, very broad, reaching everybody with the same type of offer.

As you know, this year, we've moved to more personalized offers that are more behavior-based on the data we have about rewards members and timing based. We're seeing those redemption rates of about 4% or higher. So significantly better than the broad-based approach that we were taking before. We now have our internal team fully intact. We brought on board a Director of Rewards, who's leading our team to continue to do analysis to make sure we have the right type of data to ensure that the redemption rates moving forward are positive, accretive and very much in line with the margin profile around what we want to spend on the program overall.

Sharon Zackfia: Can I ask a follow-up? When you have the rewards with Flower Child as well, kind of are there similarities or differences that you would point out between how the customer kind of interacts with the Flower Child rewards versus Cheesecake?

David M. Gordon: Flower Child is much more of a traditional rewards program. It's an app-based program that has points for visitation and for spend. So we're really not comparing them because they are so different. We're very happy with the program at Flower Child and believe it is driving behavior for guests that are in the program. You can order within the app, you can order ahead all the typical things that you'd be able to do in a fast casual. And thus far, it's had a pretty positive response from guests, but completely different than the Cheesecake program, which is more of that published unpublished non-points program.

Operator: Your next question comes from Jim Sanderson with Northcoast Research.

James Jon Sanderson: I wanted to follow up a little bit more on Flower Child. I was wondering if you could give us a sense of where you think the store capacity could end up given your success on average weekly sales growth, I think you've more or less doubled sales volume over the past 7 years. But wondering where you think this brand can actually end up given the opportunity for catering and for off-premises?

Matthew Eliot Clark: Jim, it's Matt. It's a really interesting question. I don't think we know 100%. And then the reason I say that is because the operating team just keeps getting better and they're able to drive more throughput. And you mentioned 1 of those reasons, which is definitely catering they figured out a way to squeeze those sales in early before the store opens sometimes and maximize the total throughput. I can tell you, we have locations doing between $6.5 million and $7 million. And so we know that there's a pretty good runway still for the overall brand to continue to grow. It's AUV on an organic basis, right, from traffic and transactions that's not from pricing.

That's just from volume. So hopefully, we'll continue to increase that capacity, but we know we've got a long runway in the overall footprint here to go.

James Jon Sanderson: You mentioned those locations doing $6.5 million to $7 million. Are those the most mature locations or anything specific about those sites that might be.

Matthew Eliot Clark: Yes. They are some of the more mature locations. And so they've been building business for a longer period of time. Sometimes it can just be the idiosyncratic nature of the site just works particularly well. But in general, the business keeps growing. And so yes, the longer that the sites have been around, typically, the more traffic they have.

James Jon Sanderson: All right. And just a couple of questions on traffic trends. I think in the past, you'd mentioned sometimes your patio capacity is at risk when you have heat waves, things like that. Is there any change in traffic trends you noticed in the second quarter or in July to date related to weather or something unexpected?

Matthew Eliot Clark: No, it's been very steady across our company. Certainly, we do watch the weather. And you could have some pockets where it can impact it for a period of time, a week here or there. But really, if you take the bigger picture, it's been very steady and predictable.

Operator: Your final question comes from Jon Tower with Citigroup.

Jon Michael Tower: Just curious, I know it sounds like new menus coming now or are hitting now and it does sound like the bowls and the bites, lower price points, $10, $15 or so -- it sounds like those kind of would work well, particularly around the launch. So are you doing any sort of social marketing or just marketing in general to kind of hit that daypart, particularly during the weekdays when maybe your volumes aren't as robust as your bigger weekends.

David M. Gordon: Sure, Jim. This is David. I think as I mentioned earlier on the rewards program, that's the perfect opportunity for us to use the data that we have today to drive behavior to a specific day part, so we've been doing that throughout the first half of this year. We're going to continue to do that. And certainly, as we message the new menu, we actually let members know about the new menu earlier than the rest of the population.

And if we knew that you were a guest, maybe they hadn't come for lunch, maybe we sent that to you at a particular time, talked about a lunch promotion that made you aware of those new items all at the same time. So having the data really makes it more impactful for us to be able to do the right type of targeted messaging to drive specific daypart. And so we're going to be excited to do that through the rest of the year.

Matthew Eliot Clark: And it's really, Jon, 1 of the things, too, it's at lunch, but it's also channels right? We think that the bowl category will work really well for delivery. And as you know, we really don't take incremental pricing. So we have a $15 or $16 Cheesecake portion bowl. We think that stacks up pretty well in this environment to be delivered.

Jon Michael Tower: Yes. No, that's great. Maybe just pivoting just back to the Flower Child brand, obviously, you guys are -- the brand itself sounds like it's hitting on all cylinders today. and you're opening in a fairly healthy, I think mid-20s percent growth clip in terms of new stores. And the returns sound like they're justifying this but is there a threshold at which you won't bump up against in terms of new store opening cadence? Are you guys not going above 30% a year, given human capital constraints or anything like that?

David M. Gordon: Sure, Jon. That's a great question. You've probably heard us talk about that before. And right today, we're comfortable with that 20% number. We could probably be a little bit higher than that. That team is very focused today on manager development and ensuring that we have the right general managers and executive chefs to open those restaurants and open them well, especially because so many of them are opening at such high volumes, and we want to make sure that, that guest experience is perfect from the get-go. So management development is a key focus for the team. We're comfortable with where we are today at 20% or a little bit higher as we continue to build that pipeline.

We certainly have the capacity from a company standpoint to build more and to do it faster, but we're going to be cautious and careful and make sure we can execute as well as we want to.

Operator: We have a question from Rahul Kro with JPMorgan.

Rahul Krotthapalli: Can you help understand the dynamics around the $500 million converts. It looks like we are not far off from the conversion price here. And should we see this elected ahead? What kind of dilution would you anticipate after like expecting to pay a portion through cash? And also remind us how much of this is also hedged through call options?

Matthew Eliot Clark: Yes. So this is Matt. It's a great question. So the price -- the strike prices are 70, 71 sort of right in that zone. Certainly, with the Stub, the $69 million we would watch and sort of decide to do something on that based on economics. And it would have to be around $80 for the sort of cost of carry to net out for us to decide to extinguish those. And on the other is really what I can remember on the $575 million is at, say, $8, a $10 increase over the strike price there you're talking about 1.5% dilution. It's not that meaningful in the bigger picture for us.

And so certainly, that would be a high-cost problem. I think all investors would be happy if we were at $80 and there was a 1.5% dilution at that point in time.

Operator: There are no further questions at this time. Ladies and gentlemen, this concludes today's call. We thank you all for joining. You may now disconnect.

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Garmin (GRMN) Q2 2025 Earnings Call Transcript

Image source: The Motley Fool.

DATE

  • Wednesday, July 30, 2025, at 10:30 a.m. EDT

CALL PARTICIPANTS

  • President and Chief Executive Officer β€” Cliff Pemble
  • Chief Financial Officer and Treasurer β€” Doug Boessen
  • Director, Investor Relations β€” Teri Seck

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TAKEAWAYS

  • Consolidated Revenue: $1.815 billion in revenue for Q2 2025, up 20% year over year, achieving double-digit sales growth in every business segment.
  • Gross Margin: 58.8% gross margin for Q2 2025, expanding by 150 basis points from the prior quarter due to favorable product mix.
  • Operating Margin: 26%, up 330 basis points year over year, resulting in operating income of $472 million, a 38% year-over-year increase.
  • Pro Forma EPS: Pro forma EPS was $2.17, up 37% year over year. GAAP EPS at $2.00 for the second quarter of 2025; Pro forma EPS set a new second quarter record.
  • Fitness Segment Revenue: $605 million, up 41%, driven by advanced wearables; segment operating income at $198 million on 33% operating margin.
  • Outdoor Segment Revenue: $490 million, up 11%, with operating income of $158 million at 32% operating margin.
  • Aviation Segment Revenue: $249 million, up 14%, operating income of $63 million at 25% margin; recognized by Embraer as top electrical/electronic supplier for 10th straight year.
  • Marine Segment Revenue: $299 million, up 10%, with operating income of $63 million at 21% operating margin.
  • Auto OEM Segment Revenue: $170 million, up 16% in the second quarter, operating loss narrowed to $10 million; milestone of one million BMW domain controllers shipped.
  • Geographic Revenue Growth: EMEA revenue increased 25%, Americas revenue increased 19%, APAC revenue increased 16%.
  • Inventory: Increased year over year and sequentially to $1.82 billion, reflecting efforts to meet demand and mitigate tariff impacts.
  • Free Cash Flow: $127 million in free cash flow, down $91 million year over year, attributed to higher inventory levels.
  • Acquisition of MyLaps: Closed during the quarter; MyLaps is a global leader in timing and performance analysis for athletic, motorsports, and equestrian competitions.
  • Full-Year Guidance Raised: Revenue now expected at $7.1 billion (prior $6.85 billion) for full-year 2025; pro forma EPS guidance increased to $8.00 (prior $7.80).
  • Segment Growth Guidance Updates: Fitness raised to 25%, Outdoor maintained at 10%, Aviation raised to 7%, Marine raised to 5%, Auto OEM raised to 10%.
  • Operating Expense: Second quarter operating expense increased $74 million, driven by higher R&D and SG&A spending largely from personnel costs.
  • Share Repurchases: $67 million in shares bought back with $143 million remaining under authorization.
  • Dividend Payments: Dividend payments of $173 million paid.
  • Tax Rate: Effective tax rate (GAAP) reported at 16.5%, impacted by release of tax reserves.
  • Tariff and FX Impacts: Tariff costs are lower than previous estimates for the full year and largely offset by unfavorable currency movement (notably the Taiwan dollar) on gross margin.

SUMMARY

Garmin (NYSE:GRMN) delivered record financial performance in Q2 2025, led by broad-based double-digit growth across all segments and regions. The company highlighted exceptional growth in the fitness segment, underscored by robust demand for advanced wearables and the launch of multiple new product lines. Global expansion continued, particularly in EMEA where year-over-year revenue growth reached 25%, supported by favorable foreign exchange rates. Management emphasized the strategic acquisition of MyLaps, which brings integrated timing and race management technology into Garmin Ltd.'s ecosystem. Full-year 2025 financial guidance was raised for both revenue and pro forma EPS following the strong first half, accompanied by increases in segment-level revenue growth outlooks for fitness (25%), aviation (7%), marine (5%), and auto OEM (10%).

  • Cliff Pemble stated, "We are very pleased with our results so far in 2025, which have exceeded our expectations."
  • New product launches in fitness, outdoor, aviation, and marine segments were credited with driving segment-level revenue increases.
  • The MyLaps acquisition, described as a means to merge training and official event timing, was explicitly included in revised financial guidance.
  • Doug Boessen explained that inventory and accounts receivable increases align with strategies to hedge against tariff risk and support rising demand.
  • Management noted that channel fill was minimal and stated there is no evidence of significant inventory stockpiling at retailers.
  • Subscription and service revenue continues to expand across all segments, but has not yet reached the disclosure threshold of 10% of revenue.
  • Cliff Pemble classified current fitness segment growth as being driven by new customer acquisitions instead of just repeat buyers.

INDUSTRY GLOSSARY

  • Domain Controller: An automotive electronic system responsible for managing and integrating critical vehicle functions, such as infotainment or advanced driver assistance systems, often used in modern vehicle architectures.
  • Chartplotter: A marine navigation device that integrates GPS positioning with electronic navigational charts, used to aid navigation and situational awareness on vessels.
  • Part 25 Aircraft: Aircraft certified under Federal Aviation Administration regulations for large transport airplanes, often used in commercial or corporate aviation.
  • AMOLED: Active-Matrix Organic Light-Emitting Diode, a display technology providing vivid color and high contrast, commonly used in advanced wearable and mobile devices.
  • InReach System: Garmin Ltd.'s satellite communication platform used primarily in the outdoor segment, enabling two-way messaging, tracking, and safety SOS functionality from remote locations.

Full Conference Call Transcript

Cliff Pemble: Thank you, Teri, and good morning, everyone. As announced earlier today, Garmin Ltd. delivered another quarter of outstanding financial results, with strong growth in consolidated revenue, operating profit, and earnings. Consolidated revenue increased 20%, exceeding $1.8 billion, which is a new second-quarter record, and we experienced double-digit sales growth in every business segment. Gross and operating margins expanded to 58% and 26%, respectively, resulting in record second-quarter operating income of $472 million, up 38% year over year, and pro forma EPS of $2.17, up 37% year over year. Yesterday, we announced the acquisition of MyLaps, a global market leader in timing and performance analysis for athletic, motorsports, and equestrian competition.

MyLaps supports an impressive customer base, including the Boston Marathon, Ironman, and Formula One racing, to name just a few. We believe that the combination of Garmin devices with MyLaps' timing and race management technology will provide a comprehensive experience for our passionate customers from training to race day, while also expanding our addressable market. We are very excited to welcome the MyLaps team to Garmin Ltd. and look forward to all that we can accomplish together. We are very pleased with our results so far in 2025, which have exceeded our expectations. From our vantage point, consumers have been resilient, and demand for our highly differentiated products has been robust.

Given our strong performance, we are updating our full-year guidance. We now anticipate revenue of approximately $7.1 billion and pro forma EPS of $8 per share. Doug will discuss our financial results and outlook in greater detail in a few minutes. But first, I'll provide a few remarks on the performance of each business segment. Starting with fitness, revenue increased 41% to $605 million, with growth led by strong demand for advanced wearables. Gross and operating margins expanded to 60% and 33%, respectively, resulting in operating income of $198 million. During the quarter, we launched the Forerunner 570 and Forerunner 970 with new training features and personalized training plans from Garmin Coach for running and triathlons.

These new devices have been enthusiastically embraced by the market and helped drive the remarkable second-quarter financial performance of the segment. We also launched the new Venu X1, an ultrathin case and class-leading two-inch display, resulting in a sleek, lightweight design that is easy to read and packed with our most popular features. Also during the quarter, we launched several new category-defining products, including the Index Sleep Monitor, the Tacx Alpine Gradient Simulator, and the VariaView Bike Headlight with an integrated 4K camera. Given the first half performance of the fitness segment and the continued demand we are expecting for our advanced wearables, we are raising our revenue growth estimate to 25% for the year.

Moving to Outdoor, revenue increased 11% to $490 million, with growth driven primarily by adventure watches. Gross and operating margins expanded to 66% and 32%, respectively, resulting in operating income of $158 million. During the quarter, we launched the Instinct 3 Edition with a bright AMOLED display, a metal-reinforced bezel, a built-in LED flashlight, and support for popular new activities such as rucking. Also during the quarter, we launched new Tread all-terrain navigators that offer larger touch screens and additional mapping options to enrich off-road adventures. We are pleased with the performance of the outdoor segment so far this year. Looking forward, we expect growth to moderate as we pass the one-year anniversary.

With this in mind, we are maintaining our revenue growth estimate of 10% for the year. Looking next at aviation, revenue increased 14% in the second quarter to $249 million, with growth contributions from both OEM and aftermarket product categories. Gross and operating margins expanded to 74% and 25%, respectively, resulting in operating income of $63 million. During the quarter, Embraer recognized Garmin Ltd. as the top supplier in the electrical and electronic systems category for the tenth consecutive year, validating the long-term investments we have made in creating innovative products and building strong relationships with our customers.

We're also preparing for the future with game-changing new products and features such as the recently announced G5000 Prime integrated flight deck for Part 25 aircraft and the addition of FAA Datacom to the GTN 750Xi Navigator, which expands the availability of modern digital communications to the aftermarket. We also launched SmartCharts, which has the potential to be one of the most disruptive new products for aviation in quite some time. Using SmartCharts, pilots can see their position on context-specific georeferenced charts, making instrument approaches much more intuitive and easier to fly. Also during the quarter, we announced that Garmin Autoland was certified for the Cirrus SRG7+ series, becoming the first piston-powered aircraft equipped with this award-winning safety system.

Given the first half performance of the aviation segment, we are raising our revenue growth estimate to 7% for the year. Turning to the marine segment, revenue increased 10% to $299 million, with growth across multiple categories led primarily by chartplotters. Gross and operating margins were 55% and 21%, respectively, resulting in operating income of $63 million. During the quarter, we launched the GPSMAP 15x3 chartplotters, with an ultra-wide display that offers as much display area as two separate nine-inch chartplotters, making information easier to read while maximizing the use of space in the instrument panel. Also during the quarter, we launched the Quatix 8, our most advanced purpose-built smartwatch for mariners.

The marine market has easily surpassed our lowered expectations, demonstrating resilience and stability in an otherwise dynamic macroeconomic environment. Given our first-half performance and the current trends in the market, we are raising our revenue growth estimate to 5% for the year. And moving finally to the auto OEM segment, revenue increased 16% to $170 million, with growth driven primarily by increased shipments of domain controllers to BMW. Gross margin was 17%, and the operating loss narrowed from the prior year to $10 million. We recently shipped our one millionth BMW domain controller from our US manufacturing facility, demonstrating our capability as a respected tier-one supplier to the North American automotive market.

We also continue to make progress on the launch of our next significant auto OEM program, the 2026. Given the first half performance of the auto OEM segment, we are raising our revenue growth estimate to 10% for the year. That concludes my remarks. Next, Doug will walk you through additional details on our financial results. Doug?

Doug Boessen: Thanks, Cliff. Good morning, everyone. I'd begin by reviewing our second-quarter financial results. Provide comments on the balance sheet, cash flow statement, taxes, and updated guidance. We posted revenue of $1.815 billion for the second quarter, representing a 20% increase year over year. Gross margin was 58.8%, a 150 basis point increase from the prior quarter. The increase was primarily due to product mix. During the quarter, the cost impact from tariffs was not significant. It was more than offset by higher revenue associated with the weakness of the US dollar relative to other major currencies. Operating expense as a percentage of sales was 32.8%, a 180 basis point decrease. Operating income was $472 million, a 38% increase.

Operating margin was 26%, a 330 basis point increase from the prior year quarter. Our GAAP EPS was $2.00. Pro forma EPS was $2.17. Next, we'll look at second-quarter revenue by segment and geography. In the second quarter, we achieved double-digit growth in all five of our segments, led by the fitness segment with outstanding growth of 41%. By geography, we achieved double-digit growth in all three of our regions, led by 25% growth in EMEA, followed by 19% growth in the Americas, and 16% growth in APAC. Looking next at operating expenses, second-quarter operating expense increased by $74 million or 14%.

Research and development increased approximately $34 million, SG&A increased approximately $40 million compared to the prior year quarter. Both increases were primarily due to personnel-related expenses. A few highlights on the balance sheet, cash flow statement, and taxes. We ended the quarter with cash and marketable securities of approximately $3.9 billion. Accounts receivable increased both year over year and sequentially to approximately $1 billion following the seasonally strong sales in the second quarter. Inventory increased year over year and sequentially to approximately $1.8 billion. We are executing our strategy to increase inventory of certain product lines to support strong customer demand, as well as mitigate the effects of potential increases in tariffs.

During the second quarter of 2025, we generated free cash flow of $127 million, a $91 million decrease from the prior year quarter, primarily due to an increase in inventory. Capital expenditures for 2025 were approximately $46 million, approximately $9 million higher than the prior year quarter. We expect full-year 2025 free cash flow to be approximately $1.2 billion with capital expenditures of approximately $350 million. During 2025, we paid dividends of approximately $173 million and purchased $67 million of company stock. At quarter-end, we had approximately $143 million remaining in the share purchase program, which is authorized through December 2026. We reported an effective tax rate of 16.5% compared to 17.9% in the prior year quarter.

The increase in the effective tax rate is primarily due to the release of tax reserves. Turning next to our full-year guidance, we estimate revenue of approximately $7.1 billion compared to our previous guidance of $6.85 billion. We expect gross margin to be approximately 58.5%, consistent with our previous guidance. We expect the impact from tariffs to be lower than we previously estimated. However, this favorable impact will be offset by unfavorable foreign currency impacts of the Taiwan dollar. We expect our operating margin to be approximately 24.8%, consistent with our previous guidance.

Also, we expect a pro forma effective tax rate of 17.5% compared to our previous guidance of 16.5%, which incorporates the impact from the new US tax bill. We expect the new tax bill to result in a decrease in US tax deductions to credits in 2025, primarily due to changes in capitalization requirements of certain R&D costs. Expected pro forma earnings per share is approximately $8, up from our previous guidance of $7.80. That concludes our formal remarks. Rob, can you please open the line for Q&A?

Operator: Thank you. We will now begin the question and answer session. If you would like to ask a question, please press 1 on your telephone keypad. Your first question comes from the line of Joseph Cardoso from JPMorgan. Your line is open.

Joseph Cardoso: Hey, thank you and good morning everyone. Maybe just for my first question, obviously, you had another strong fitness performance this quarter. I'm trying to get a sense of the outperformance though, particularly as it relates to any potential influences from channel fill. You obviously talked about a lot of new products in the quarter. And then potentially any pull forward that you might have visibility into and whether that is having any impact on the back half outlook? And then I have a quick follow-up. Thank you.

Cliff Pemble: Good morning, Joe. In terms of channel fill, there's always some channel fill impact when a new product comes out. But we have a broad product line, so it was not a significant factor in driving outperformance. And in terms of pulling forward of demand, we really don't see any of that happening. Retailers aren't willing to take big bets on inventory. And they also have credit limits that are in place that prevent them from exceeding limits that we set. So we feel like the channel is well managed. We also track the registration of our products, and we can compare our sell-in versus sell-out, and we really don't see any signs of stockpiling.

Joseph Cardoso: Got it. No. Appreciate the color there, Cliff. And then maybe for the second question, just relative to the full-year outlook, the implied second-half growth for revenue and gross profit is roughly in the 10% range plus or minus, depending on revenue or gross profit you're looking at there. But you're guiding operating profit dollars to be flat. Can you maybe just flesh that out a bit, what are the drivers that's kind of leading to this like, a little bit atypical leverage that we're used to seeing from Garmin Ltd.? And then just maybe to back on to that question, can you guys size what you're now embedding for tariffs and then FX relative to the full-year guide?

Thank you.

Doug Boessen: Sure. So I'll give you a little bit of background on the operating expense assumptions. And these are for the full year as a percentage of sales. Now we are expecting that to increase about 30 basis points, maybe about 10 basis points in R&D and 20 basis points in SG&A. And that R&D increase is primarily due to headcount increases as well as normal merit. That's primarily, you know, to develop new features, innovation, and new products. Then, as it relates to SG&A, that's going up primarily to build in the infrastructure for that growth. A few additional items are driving operating expense, primarily in the back half here, one of which is foreign currency impacts.

We talked about the foreign currency impacts on the top-line revenue, but also, there will be increases in expenses due to those foreign currency impacts. Also, you know, we recently announced the acquisition of MyLaps. So we'll have the additional expenses relating to MyLaps in the back half. And also, you know, given our strong performance, we have increased performance-based compensation in there. Another one due to the increased revenue is due to co-op advertising that we do have. You know, as it relates to tariffs, we're currently assuming basically the current rates that are effective for that.

Our tariff estimate is lower now today than it was in April, primarily because of changes in some of those tariffs as well as not having a tariff on wearables. From that standpoint. And that's really offset, you know, on the gross margin line item by unfavorable impact on our gross margin due to the strength in the Taiwan dollar, which will increase our product costs that we have. In that standpoint. And then as it relates to FX overall, you know, the FX has moved since the start of the year. So right now, we're expecting FX on a top-line revenue to be a favorable item as it was here in Q2 for us.

Joseph Cardoso: Nope. Very clear, Doug. Thank you for all that color there. Really appreciate it.

Operator: Absolutely. Your next question comes from the line of Erik Woodring from Morgan Stanley. Your line is open.

Erik Woodring: Great. Thanks so much for taking my question, guys. I have two. Maybe, Cliff, I'll start with you and just taking a very big step back. Looking at your growth CAGR over the last ten years, revenue growth has been in and around 7% to 8%. EPS has been, call it, 11% or 12%. Clear leverage in the model. You know, what's interesting about this year is that, you know, both last year and this year, you're clearly outperforming that growth rate. But there is some deleverage in the model, which you just kind of explained.

But I guess my big picture question is, do you believe that Garmin Ltd. is entering kind of this new higher revenue growth paradigm, especially as auto OEM is not the headwind that it once was, but in fact, a tailwind to growth? Can you maybe just unpack how you're thinking about Garmin Ltd.'s growth algorithm relative to history? And if there is kind of a true structural change in that growth rate today relative to history? And then a quick follow-up, please. Thanks.

Cliff Pemble: Yeah. I think, you know, we've made a lot of progress and evolution in our company over the past ten years. In the past ten years, the wearable market has emerged and blossomed. And while we're a smaller market share player, we're gaining share and the market is relatively stable. So that's been a really good opportunity for us. We entered that market because we believed that we had something to offer there, and we have high levels of innovation and differentiation in our product lines that we believe would drive growth. We continue to see that as an opportunity. All over the company and in our segments, we see opportunities in every one of them.

And so, consequently, we're simply running as fast as we can towards those opportunities, especially when it involves creating unique products that either our competitors aren't interested in or haven't thought of. And we try to be a class leader when it comes to both existing product categories and creating new product categories. So, you know, we're excited and optimistic about the future. We believe that there's more work to be done. And we'll continue investing and working hard to achieve it.

Erik Woodring: Okay. Alright. No. That's super helpful. Maybe as a follow-up, you know, because we've seen Garmin Ltd. make some relatively significant price hikes across a number of different kind of smart wearable products over the last, let's call it year, year plus. What have you learned about the elasticity of demand of your customer base? And how does that inform your or Garmin Ltd.'s ability to maybe take more price in the future? How should we think about the relative pricing power of the consumer wearables business, please? Thank you.

Cliff Pemble: Well, I probably take exception to significant price hikes in the past year. What we've done is we've introduced new product lines with new features that can command a higher price point because they do more for the customer. So we aren't necessarily, you know, moving prices on existing categories, products, and existing SKUs. We're doing innovation. We're unique products, innovation is something that customers always love. And we've been successful in doing that. In terms of elasticity, you know, I think when we introduce a product at the higher end, our strategy is to continue to push and promote the products that it overlaps with and ultimately replaces.

So we have a one-two strategy where we can promote products that have been in the market a while and play on the value side while at the same time offering new products with innovation and at higher price points.

Erik Woodring: Okay. Super. And then maybe, Doug, just one clarification question, which just confirming that within the calendar 2025 guide, both overall and at the segment level, the acquisition that you announced over MyLaps is fully included in that guide. That would not be incremental. Just wanted to get that one clarification.

Doug Boessen: Yeah. MyLaps is actually factored into guidance from the top line as well as the expenses.

Erik Woodring: Correct.

Doug Boessen: Okay. Super. Thanks so much, guys. I appreciate it.

Operator: Thank you. Your next question comes from the line of Jordan Lyonnais from Bank of America. Your line is open.

Jordan Lyonnais: Hey, good morning. Thank you for taking the question. Could you guys talk a little bit more about MyLaps? What you're seeing the opportunity is? Where you're expecting synergies just across the segments?

Cliff Pemble: Yeah. MyLaps is a company that specializes in timing of competitive events, whether they're running events, triathlons, auto racing, or even horse racing. And so, you know, their equipment and their services are very critical, especially to some of those high-visibility events that are out there. Market interest and our interest in terms of particularly the running and triathlon, cycling, racing, events. Today, users of Garmin Ltd. devices use them for training. And then when they go to race day, they use our devices, but the official timing is somewhat separate and disconnected from the devices that they're using during the race.

So we see an opportunity to merge the experiences from the training that takes place leading up to an event through the actual participation in the event itself, and we can do it in a dynamic and integrated way because we now have access to both the on-risk information as well as the official timing information.

Jordan Lyonnais: Got it. Thank you so much.

Operator: Your next question comes from the line of Ivan Feinseth from Tigris Financial Partners. Your line is open.

Ivan Feinseth: Hi. Thanks for taking my question, and congratulations on another great quarter. I have two questions. Recently, health secretary RFK has been, you know, very outspoken talking about his vision for smart wearables as an integral part of helping people manage their health. And what are your thoughts? And you know, the opportunities you see for Garmin Ltd. because we have a diverse line of wearables with a lot of proprietary measurements as well as, you know, the add the connect app and the Garmin Health platform.

Cliff Pemble: Well, our thoughts are one of excitement. You know, we have always believed in the utility of wearable devices to help people observe and manage their health. You can't change what you can't measure, so wearables play an integral part of that. And we're really excited about the fact that we have a very diverse product line, so there's not one size fits all for every customer. Instead, we offer a range of things that appeal to somebody's lifestyle and their goals. So I think it presents a significant opportunity for us.

And, of course, we're at the forefront in terms of sensor measurements and creating health metrics for people that are useful and actionable, and so we believe there's a lot of opportunity going forward.

Ivan Feinseth: Thanks. My second question is, you know, the next big thing in smart wearables is glasses that a lot of people believe they will be as ubiquitous as cell phones and watches. And what do you see as your opportunity in there, especially for a lot of the ones that are on the market right now don't have screens in the display that is being talked about coming to integrate your data from your watch into that for, let's say, when you're running. And, also, a while back, you did make a device that clipped onto glasses kind of created a heads-up display into a pair of glasses. So what are your thoughts on opportunities in that area?

Cliff Pemble: Well, I think it remains to be seen. You know, glasses have come and gone once, and the utility and the concerns around the use of those in public have always come up in the context. So I'd say it's a wait-and-see thing. I think people want choices when it comes to things they wear, including watches and glasses. And so there may be some special use cases for those, but in general, we believe that the utility of a wearable is still very strong.

Ivan Feinseth: Alright. Thanks, and congratulations again.

Cliff Pemble: Thank you.

Operator: Your next question comes from the line of Tim Long from Barclays. Your line is open.

Tim Long: Thank you. Two also, if I could. First, maybe if you could touch a little bit on the fitness category. Any color you have on the strength there, how it's looking from kind of repeat users or new install base for Garmin Ltd., if you have any color there. And then secondly, if you could just dig into Europe as you highlighted pretty strong growth there. It's been several quarters of outperformance. Maybe dig into what's driving that and how sustainable that growth can be there. Thank you.

Cliff Pemble: Okay. Yeah. In terms of fitness categories, all the categories were strong. I would say that advanced wearables, as we mentioned in our comments, was the biggest driver. And we did call out running, specifically Forerunner 570 and 970, although running was not really the only driver, we saw strength across all of our products, including what we call our advanced wearables, which is our Venu and Vivoactive Line. So those were very, very strong. In terms of repeat users versus new users, we're seeing stronger growth in the new user category, so new people coming to Garmin Ltd. for the first time, and so we're excited by that.

It means that people are recognizing that we offer something different and are coming to us for a solution. In terms of Europe performance, I think if you normalize for FX, you'd probably see that Europe was pretty much in line with the other geographies. So I think FX had part of the responsibility for the outperformance in Europe.

Tim Long: Okay. Thank you.

Cliff Pemble: Thank you.

Operator: Your next question comes from the line of David MacGregor from Longbow Research. Your line is open.

Joe Nolan: Hey. Good morning. This is Joe Nolan on for David. The marine market remains relatively soft, but you guys continue to deliver growth there. Can you just talk about some of the factors driving that growth and just what's giving you confidence in raising the guide there?

Cliff Pemble: I think growth in marine, you know, for sure, the market has been a little bit towards the downside. We feel like it's been stabilizing. It has faced, you know, a lot more uncertainty as people try to process, especially boat builders, the issues of tariffs that affect them as well as consumer sentiment. But in general, we've seen stable demand for our products, and especially where we're providing products with unique innovation and differentiation, we're seeing people come to Garmin Ltd. and taking share in those categories as well.

Joe Nolan: Got it. Okay.

Cliff Pemble: Well, as I said, we're making good progress on that. We're in the process of validating our production lines globally to be able to support the new device and the new design and to prove that we can run at scale and deliver the quality. So it's a very involved process working with the carmaker and quite a few test runs, pilot runs, evaluations, and feedback that goes into making sure we're ready towards the 2026.

Joe Nolan: Got it. Thanks. I'll pass it on.

Operator: Your next question comes from the line of Ben Bollin from Cleveland Research. Your line is open.

Ben Bollin: Good morning, everyone. Thanks for taking the question. Chris, I was hoping we could start. Could you talk a little bit about how you're thinking about subscription momentum, the materiality, the progress, and what's the right way for us to assess your progress? Is it as simple as looking at the deferred? Is there something else you think we should look at? Curious your thoughts there. Then I have a follow-up for Doug.

Cliff Pemble: Yeah. I think subscriptions are a growing part of our business. We, of course, haven't triggered the 10% threshold to disclose that yet. So we aren't providing specifics on it, but I would tell you that in every segment, we're looking for opportunities to build subscription and service revenues. Outdoor has been a big driver of that with our inReach system. Fitness has been increasing a lot, both with our kids' Bounce wearable as well as Garmin Connect Plus. And then aviation is another one where we offer subscription services for content for the cockpit that is in growth mode. So we're growing across the whole business, and, of course, we're driving towards as much as we can grow there.

But until it triggers that 10%, we won't disclose it.

Ben Bollin: Okay. Doug, just thoughts on working capital management. Both in 2Q and the balance of the year. Receivables and inventory up. Decent amount year over year in sequential. Talked a little bit about the trend there. What do you see? How's it going to plan? And any thoughts for the balance of the year? That's it for me. Thank you.

Doug Boessen: Yeah. You know, as it relates to our working capital, it's really going as planned. You know, as it relates to inventory, our strategy is to have inventory for our increased customer demand, but also we've increased inventory to mitigate potential increases in tariffs. You know, there's currently no tariff on wearables and any potential increase in that. So that was a strategy of ours to increase the inventory. As it relates to receivables, that's primarily related to the growth in our sales, which is a function of that, maybe a little timing depending upon how the sales came in during the month. But, you know, everything from working capital is pretty well on plan.

You know, from our free cash flow estimate for the year, we're expecting, you know, $1.2 billion, which is very similar to what it was last year. We're, you know, expecting, you know, to have increased operating earnings there. That will probably be offset, you know, by an increase in inventory, but things are going as planned, and we're reacting to the current environment that we're in.

Teri Seck: Thank you all for joining us today. As always, Doug and I are available for callbacks.

Operator: You may now disconnect.

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