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Operator: Ladies and gentlemen, good day, and welcome to the Yatsen Holding Limited Third Quarter 2025 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Ms. Irene Lyu, Vice President, Head of Strategic Investment and Capital Markets. Please go ahead. Irene Lyu: Thank you, operator. Please note that discussion today will contain forward-looking statements relating to the company's future performance, and our intent to qualify for the safe harbor and liability as established by The U.S. Private Securities Litigation Reform Act. Such statements are not guarantees of future performance and are subject to certain risks and uncertainties, assumptions, and other factors. Some of these risks are beyond the company's control and could cause actual results to differ materially from those mentioned in today's press release and this discussion. A general discussion of the risk factors that could affect Yatsen Holding Limited's business and financial results is included in certain filings of the company with the Securities Exchange Commission. The company does not undertake any obligation to update its forward-looking information except as required by law. During today's call, management will also discuss certain non-GAAP financial measures for comparison purposes. Please see the earnings release issued earlier today for a definition of non-GAAP financial measures and a reconciliation of GAAP to non-GAAP financial results. Joining us today on the call from Yatsen Holding Limited's senior management are Mr. Jinfeng Huang, our Founder, Chairman, and CEO, and Mr. Donghao Yang, our CFO and Director. Management will begin with their prepared remarks, and the call will conclude with a Q&A session. As a reminder, this conference is being recorded. In addition, a webcast replay of this conference call will be available on Yatsen Holding Limited's Investor Relations website at ir.yatsenglobal.com. I will now turn the call over to Mr. Jinfeng Huang. Please go ahead, sir. Jinfeng Huang: Hello, everyone. Thank you for joining our third quarter 2025 earnings call. The beauty market in China continues to show signs of recovery in the third quarter, particularly in the skincare category, which remained robust and supported overall industry growth. Amid this improving backdrop, we remain focused on executing our long-term strategy to build a competitive, resilient brand portfolio anchored in R&D and innovation. Through disciplined execution, we delivered our fourth consecutive quarter of revenue growth, with total net revenues increasing by 47.5% year over year and exceeding the high end of our guidance. Our momentum continues to be driven by strong growth from skincare and sustained performance of our hero product engine, rather than short-term promotions. Our skincare brands grew by 83.2% year over year and reached 49.2% of total revenue, making another step forward in our category upgrade strategy and reinforcing our transformation toward a more sustainable, margin-accretive portfolio. Meanwhile, our net loss narrowed meaningfully as a result of the improved gross margin, optimized operating efficiency, and a more disciplined resource allocation. Net loss margin improved significantly from 17.9% in the prior year period to 7% this quarter, demonstrating the continued progress in our profitability trajectory. These results reflect the strength of our brand as well as our commitment to distinct execution. Looking ahead, our priority is to continue progressing toward profitability in a disciplined and sustainable way. We expect further improvement to be driven by a higher skincare mix, ongoing gross margin optimization, and greater marketing efficiency. While we will continue to invest in innovation and hero products, we remain disciplined in balancing growth with profitability. Now let me share some brand and product highlights during this quarter. Galani delivered strong momentum and remained one of the fastest-growing premium skincare brands. The brand's PO series continued to perform well, with the number one VC Serum and the number two AVA serums ranking among the top-selling serums across major e-commerce platforms. The newly introduced number three VB7, launched in mid-September to further build up the brand's ABC cellular level skincare framework, quickly became one of the brand's best-selling items on Douyin. We are also seeing encouraging signs of regimen adoption, with more consumers purchasing multiple products within the series, supporting stronger customer lifetime value. Doctor Wu recorded healthy growth during the quarter, supported by strong performance from its core categories. In September, Doctor Wu unveiled its first anti-aging product in the UK, leveraging decades of clinical expertise in skin renewal. The newly launched TDI N Serum gained strong traction across e-commerce platforms, driven by its innovative formula featuring a high concentration of active ingredients and a patent penetration technology, underscoring the brand's ability to build trust through clinically validated innovation. In China, Doctor Wu continued to lead the mandelic acid category across online platforms. In addition, Doctor Wu presented its research at the ninth Annual Academic Conferences of the Dermatology Committee of the Chinese Non-Government Medical Institution Association, further demonstrating the brand's commitment to clinically grounded innovation and strengthening its leadership in renewal-focused skincare. Our flagship brand, Fabulare, also continued to make progress following the successful launch of the Translucent Blurring Setting Powder and BioPhase Essence Foundation. The brand focused on streamlining its core product assortment, improving hero product quality, and enhancing overall product experience under the makeup unification concept. Several of these hero products delivered performance above expectations, driving Perfect Diary's base makeup category to exceed 40% of the total sales and supporting a more sustainable and distinct recovery. In the third quarter, COVID-19 also excelled in new channel performance and achieved the number one ranking among makeup brands on WeChat video channel, reflecting the brand's strengthened competitiveness and growing consumer IND and innovation have consistently served as the cornerstone of our product development and brand building. We are committed to advancing scientific research to strengthen our long-term competitiveness. During the quarter, we participated in the IFCC Congress for the fourth consecutive year. This time, 11 of our papers were shortlisted by the IFCC, covering topics from molecular mechanism, clinical translation to AI algorithm, and emotion skincare. This work highlights our full chain capabilities, from fundamental science to technology translation and clinical validation, and it directly supports future hero highlights across our brands. As we finish the third quarter, we are pleased to see continued progress in both growth and operational improvement. We remain confident that our strategic focus on R&D, together with disciplined execution and a sharper resource allocation, will enable us to deliver sustainable long-term growth. At the same time, we will remain highly disciplined in capital allocation, prioritizing investments that strengthen our core brands and innovation capabilities while creating long-term value for shareholders. Thank you. I will now turn the call to Donghao Yang. Donghao Yang: Thank you, Jinfeng, and hello, everyone. Before I get started, I would like to clarify that all financial numbers presented today are in RMB amounts, and all percentage changes refer to year-over-year changes unless otherwise noted. Total net revenues for the 2025 increased by 47.5% to RMB 998.4 million from RMB 677 million for the prior year period. The increase was primarily due to an 83.2% year-over-year increase in net revenues from skincare brands combined with a 25.2% year-over-year increase in revenues from color cosmetics brands. Gross profit for the 2025 increased by 51.9% to RMB 780.5 million from RMB 513.8 million for the prior year period. Gross margin for the 2025 increased to 78.2% from 75.9% for the prior year period. The increase was primarily driven by an increase in sales of higher gross margin products. Total operating expenses for the 2025 increased by 31.9% to RMB 864.1 million from RMB 655.2 million for the prior year period. As a percentage of total net revenues, total operating expenses for the 2025 were 86.5% as compared with 96.8% for the prior year period. Fulfillment expenses for the 2025 were RMB 61.8 million as compared with RMB 50.4 million for the prior year period. As a percentage of total net revenues, fulfillment expenses for the 2025 decreased to 6.2% from 7% for the prior year period. The decrease was primarily driven by fulfillment costs optimization coupled with the leveraging effect of higher total net revenues in the 2025. Selling and marketing expenses for the 2025 were RMB 682.3 million as compared with RMB 494.4 million for the prior year period. As a percentage of total net revenues, selling and marketing expenses for the 2025 decreased to 68.3% from 73% for the prior year period. The third quarter included a portion of our planned upfront investments for the Double Eleven shopping season. These investments typically elevate selling and marketing ratios in the short term but support revenue acceleration and stronger brand equity in the fourth quarter and beyond. Excluding these seasonal effects, we continue to see improving marketing efficiency driven by a higher skincare mix and more disciplined spending across channels. General and administrative expenses for the 2025 were RMB 80.2 million as compared with RMB 85 million for the prior year period. As a percentage of total net revenues, general and administrative expenses for the 2025 decreased to 8% from 12.6% for the prior year period. The decrease was primarily driven by lower share-based compensation expenses coupled with the deleveraging effect of higher total net revenues in the 2025. Research and development expenses for the 2025 were RMB 39.8 million as compared with RMB 25 million for the prior year period. As a percentage of total net revenues, research and development expenses for the 2025 increased to 4% from 3.7% for the prior year period. The increase was primarily driven by higher payroll expenses resulting from a rise in research and development headcount. Loss from operations for the 2025 was RMB 83 million as compared with RMB 141.3 million for the prior year period. Operating loss margin was 8.4% as compared with 20.9% for the prior year period. Non-GAAP loss from operations for the 2025 was RMB 60.6 million as compared with RMB 98.5 million for the prior year period. Non-GAAP operating loss margin was 6.1%, as compared with 14.5% for the prior year period. Net loss for the 2025 was RMB 70.4 million as compared with RMB 121.1 million for the prior year period. Net loss margin was 7%, as compared with 17.9% for the prior year period. Net loss attributable to Yatsen Holding Limited's ordinary shareholders per diluted ADS for the 2025 was RMB 0.7 as compared with RMB 2.2 for the prior year period. Non-GAAP net loss for the 2025 was RMB 51.5 million as compared with RMB 76 million for the prior year period. Non-GAAP net loss margin was 5.2% as compared with 11.3% for the prior year period. Non-GAAP net loss attributable to Yatsen Holding Limited's ordinary shareholders per diluted ADS for the 2025 was RMB 0.5 as compared with RMB 0.77 for the prior year period. As of September 30, 2025, the company had cash, restricted cash, and short-term investments of RMB 1.1 billion as compared with RMB 1 billion as of December 31, 2024. Net cash used in operating activities for the 2025 was RMB 126.8 million as compared with RMB 175.9 million for the prior year period. The operating cash flow was primarily due to working capital movement, including inventory positioning and receivables timing ahead of Double Eleven. These are seasonal and planned effects. We expect operating cash flow to improve as these improved investments convert into revenue in the fourth quarter and as we continue to optimize inventory efficiency and marketing ROI. Looking at our business outlook for the 2025, we expect our total net revenues to be between RMB 1.32 billion and RMB 1.49 billion, representing a year-over-year increase of approximately 15% to 30%. These forecasts reflect our current and preliminary views on the market and operational conditions, which are subject to change. With that, I would now like to open the call to Q&A. Operator, Operator: Thank you. We will now begin the question and answer session. To ask a question, begin the question session. And if you would like to withdraw your question, please press star then 2. For the benefit of all participants on today's call, if you wish to ask your question, please immediately repeat your question in English. And our first question will come from Maggie Huang with CICC. Please go ahead. Maggie Huang: Thank you for taking my question. This is Maggie Huang from CICC. Firstly, congratulations on beating our revenue guidance. I have two questions. My first question is about our performance during the Double Eleven festival. Is that in line with our expectations? And have we observed any change in the competition from foreign high-end brands? And my second question is, how do we expect the profitability of the fourth quarter and the next year? That's my questions. Thank you. Donghao Yang: Well, I think first of all, the Double Eleven performance for the whole company in general is in line with our expectations. And of course, some of the brands are exceeding our expectations. So having said that, I think we are very happy to observe some of not only the existing hero SKUs are doing well, but some of the newly launched products have gained very strong momentum during the Double Eleven Shopping Festival, which will contribute to further growth potentials in coming quarters. Those products we already mentioned in the earnings call. Going back to your question about the challenges and also competition coming from the foreign high-end brands, we did observe a very big challenge and also competition. For the past Double Eleven Shopping Festival, some of the high-end brands are struggling with very big O2O price up the hero product. We did see that with our R&D supporting some of our new product launches, those products are still gaining very strong momentum. Looking forward, I think the competition during the Double Eleven Shopping Festival will load some of the pantry for some of the foreign high-end brands, which means it will hurt their long-term growth. So having said that, I'm happy to see that our high-end brands are still keeping a very strong momentum by balancing the price promotion. And also, we are focusing on promoting some of the new SKUs. So going back to the Q4, I think we are on the right track to reach profitability. And that's our long-term goal. And then we are seeing the balance of growth and also the right track for profitability. Maggie Huang: Okay, got it. It's very clear. Thank you very much. And I have no more questions. Donghao Yang: Thank you. Operator: Next question will come from Lucia Zhang with CP Securities. Please go ahead. Lucia Zhang: Thank you for taking my question. This is Lucia Zhang from CP Securities. I also have two questions. The first one is we can see that the skincare business of the company has achieved rapid growth this year. So from which efforts should we make efforts to sustain the growth maybe in the last quarter and next year? And the second question is about profitability. So in which aspects will the company make efforts to continuously improve their profitability? Thank you. Jinfeng Huang: Well, so going back to the fundamental drivers for our skincare business, I think the number one thing is about the R&D. The beauty market has always been driven by further and better innovation. So we are very happy to see that, yeah, with our R&D growth engine, we can launch a very strong pipeline this year and also for the coming years as well. The second thing we can think of is with our expansion for our skincare portfolio, including the benefit expansion and also product line expansion, we see further link sales for our product portfolios, which can help us to drive further marketing ROI. The third thing is our skincare brand. I think overall, for the three major skincare brands, we still have a pretty far potential to reach their optimized revenue level. So during this process, as we continue to drive brand awareness and also continuously drive the customer base, we still have the potential to grow our existing skincare brand. And last but not least, I think for us, we focus on launching some new products on some of the key channels. And then in the future, we will expand into other channels and also drive a better channel mix. So with that, I think that will contribute to the sustainable driver for the allocation. Going back to your questions about how can we continuously improve, I think as we said many times before, I think the product mix optimization and the channel mix optimization can help us drive the gross margin and also the further ROI on the marketing expenses. The second one is as we focus more on the customer CIM and also the product link sales, this will help us to further drive better ROI on the marketing expenses. The third thing is very important. For some of our brands, those brands are reaching what we call the optimized threshold. And in the future, as the brands like the revenue scale grow up, we will see further leverage on the true branding expenses ROI. So those are some of the things we see as very important to drive continuous improvement for profitability. Lucia Zhang: Thank you. That's really helpful and clear. Operator: The next question will come from Jennifer Wong with Hightower Securities. Please go ahead. Jennifer Wong: Hi. This is Jennifer Wong from Hightower Securities. So congratulations on the company's great performances. Could you please introduce just give us some colors on expected expenses of the company in the future? And maybe could you please share how do you view the increasingly fierce competition in the online channel? Thank you for your answers. Donghao Yang: Bob, can you help me to clarify what you mean by expenses? Jennifer Wong: Like, general expenses, operating expenses, etcetera, just generally speaking. Donghao Yang: Okay. Well, if you look at our financial statements, I see we see pretty stable G&A expenses in the past quarters. But having said that, I think moving forward, as the scale of our total revenue grows, I think we will see some operational leverage on the general and administrative expenses. We will continue to invest in some of what we think short-term wise, we will categorize as expenses, but we see it more like an investment, including R&D, and also for branding dollars to really build up the brand equity. Those are some of the areas that we focus on. And what sorry. What was your second question? Jennifer Wong: Oh, that's how do you view the ongoing sales competition on the online channel? How do you think our company is going to face such kind of situation? Thank you for your answers. Donghao Yang: I think as we said before, when we are looking at the beauty market, there are so many players, and then one of the reasons that we can continuously and also accelerate our growth is mainly driven by some of the investments we have devoted to R&D in the past few years and also our continuous commitment to brand building. So we did something right before why we are getting the growth today. So if we are looking at the competition, as long as we continue to focus on what we have done right, and then we will see more and more robust product lineup and better innovation is coming. And we will see the higher brand awareness so that we can get some more operational and also brand building optimization. And also, we will see some of the operational efficiency improving by our product mix and the channel mix optimization. And we will see some organization growth, but we focus on the cornerstones of our product innovation, customer focus, CIM, and etcetera. So as long as we focus on doing the right thing, we think in the future, we will achieve the long-term sustainable growth result. Thank you. Jennifer Wong: Thank you for your kind response. We're very looking forward to seeing the company's rapid growth. Donghao Yang: Appreciate it. Thank you. Operator: And this concludes our question and answer session. I would like to turn the conference back over to management for any additional or closing comments. Please go ahead. Irene Lyu: Thank you once again for joining us today. If you have any further questions, please feel free to contact us at Yatsen Holding Limited directly. Our contact information for IR in both China and the U.S. can be found in today's press release. Thank you and have a great day. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Welcome to ABN AMRO's Q3 2025 Analyst and Investor Call. Please note, this call is being recorded. [Operator Instructions]. I will now hand the call over to speakers. Please go ahead. Marguerite Bérard-Andrieu: Good morning, and welcome to ABN AMRO's Q3 results presentation. I'm joined today by our CFO, Ferdinand Vaandrager; and our CRO, Serena Fioravanti. After our presentation, we will hold a Q&A session to address all your questions. Let me begin with the highlights of the third quarter on Slide 2 before moving to the announcement of our intention to acquire NIBC. The third quarter was another solid quarter for ABN AMRO. Net profit reached EUR 617 million with a return on equity of 9.5%. The inclusion of HAL contributed EUR 26 million to our results across all products we managed to grow this quarter. Our mortgage portfolio increased by EUR 2.1 billion and corporate loans grew by the same amount. Net new assets increased by EUR 4.3 billion. Cost discipline remains a priority with FTEs declining by 700 in Q3 and by almost 1,000 year-to-date, excluding HAL. Credit quality remained strong with EUR 49 million in net impairment releases reflecting recoveries and improved macroeconomic variables. Our CET1 ratio stands at 14.8%, and we finalized the EUR 250 million share buyback in September. We will review our capital position in Q4 to assess the potential for further capital returns. Now turning to our other announcement of the day. I'm very pleased to announce that we have reached an agreement to acquire NIBC. This acquisition is fully aligned with our strategy and presents a unique opportunity to reinforce our leading position in the Dutch retail market, and accelerate our personal and business banking strategy. NIBC is a well-run, primarily Dutch-focused entrepreneurial bank with a strong specialization in mortgage lending and savings products. It serves around 500,000 retail clients and around 175 corporate clients with a high-quality portfolio mortgage and very low arrears. NIBC will add around EUR 28 billion of mortgages, significantly increasing our scale in these markets, further cementing our leading position in the Dutch mortgage market. Around half of the mortgage portfolio will be off balance as NIBC has an attractive originate-to-manage franchise with long-dated mortgages. The acquisition also brings an attractive savings platform, serving 300,000 clients across the Netherlands, Germany and Belgium. The savings offer an interesting cross-sell opportunity with our investment platform, BUX. Given NIBC's domestic focus and the overlap of service providers, there is substantial potential for cost synergies with limited execution risk. This transaction is expected to deliver return on invested capital of around 18%, 1-8, and will improve our group's financial profile. The capital impact of approximately 70 basis points is anticipated at closing. The acquisition is, of course, subject to regulatory approvals and is expected to be completed during the second half of 2026. We look forward to welcoming NIBC's clients and colleagues and to the opportunities this acquisition will bring to us all. Now turning to our third quarter results. I will start with the Dutch economy. While the Dutch economy continues to perform well, supported by a strong fiscal position and low unemployment, the housing market remains robust, with pricing still rising, though at a lower pace than in the first half of the year. Employment continued to rise and is at a record high. The debt-to-GDP ratio of the Netherlands remains very healthy -- and that's a French person telling you that, it is significantly lower than other European countries. The Dutch elections results have been announced and coalition talks have begun. Ideally, the quick and stable formation process will allow the new government to start addressing important national issues, for example, the housing shortage or the nitrogen issue. Given this economic context on the next slide, I will discuss our results. We again showed a quarter with strong mortgage production growth, thanks to a robust housing market. Our mortgage portfolio grew by EUR 2.1 billion in Q3 with our market share in new production rising to 19%. We made some important amendments to our mortgage terms. We now automatically adjust risk premium after repayments, reviewing it monthly instead of only at the end of the fixed rate period. This led our mortgage products obtaining the top rating in the intermediary market, which accounts for nearly 75% of new volume. We observed an immediate increase in new volumes following this. Today, we also announced the rationalization of our mortgage brand line-up. Going forward, we will focus on our core labels, namely ABN AMRO and Florius and we will discontinue the Moneyou brand. This allows us to focus investments in our core labels, in technology and innovation to further improve our services. Moving to corporate loans, further organic growth and the inclusion of HAL resulted in EUR 2.1 billion loan growth this quarter. Loan growth was partially offset by the wind-down of asset-based finance. This quarter, we sold our U.K. lease portfolio. Moving to deposits. HAL added close to EUR 11 billion of client deposits. Within Wealth Management, we also have provided targeted offerings starting in Q2, which have resulted in net new assets of over EUR 4 billion this quarter. Given this positive developments in our lending and deposit franchises, let's now look more closely how these have supported our net interest income. Our net interest income increased to EUR 1.5 billion. HAL's inclusion contributed positively to NII by around EUR 34 million. The inflow of NHG mortgages and the adjustments we made in the mortgage terms I just mentioned before, led to slightly lower margins. However, the strong growth in our mortgage book offset this. Deposit margins declined partly related to targeted offerings within Wealth Management at reduced margins. Treasury results increased during Q3. However, the increase was a bit lower than initially expected. Based on last quarter's forward rates, the inflection point of replicating portfolio yield was expected at the beginning of next year. However, current interest rates have brought this timing forward this quarter, bringing the decline in the replicating yield to a standstill. In the coming quarters, we expect the deposit margins will start to become a tailwind. Looking ahead to next quarter and assuming a modest increase in treasury NII and stable deposit margins, we expect full year NII of at least EUR 6.3 billion, including HAL. Now turning to fees. Looking at our third quarter fee income, the fee contribution from HAL becomes evident, increasing overall fee income by around 10%. These excluding HAL, continued to increase, with fee income for the third quarter, reaching its highest level in the past 2 years. Personal and Business Banking fees increased mainly from higher seasonal payment transactions. Wealth Management fees was primarily thanks to higher advisory and mandated business volumes. Other income is volatile by nature and ended at EUR 28 million for Q3. The decline was caused by a number of factors, all having a negative impact on other income this quarter. Specifically, we booked lower equity participation results, lower other income within treasury and a negative fair value correction of past bookings related to some mortgages. Now moving to our operating expenses. We have further reduced expenses as we worked on rightsizing our cost base. This quarter, FTE showed a significant reduction of 700, half of which related to contractors in Group Functions. Since the beginning of the year, the number of contractors have declined by 1,100. To a limited extent, we onboarded external for their skills, which explains the small increase in internal FTEs over the same period. The Dutch Collective Labor Agreement increased wages by 3.75% on the 1st of July, leading to an increase this quarter in personnel expenses. Thanks to our ongoing cost discipline, our underlying cost base declined this quarter. At the beginning of the year, we projected our underlying costs excluding HAL to be between EUR 5.3 billion and EUR 5.4 billion, and we are confident now of ending at the lower end of this guidance. Including HAL, this now translates to a full year cost guidance between EUR 5.4 billion to EUR 5.5 billion. Now turning to our credit quality, which again remained very solid. Prudent risk management supports our strong financial results. We recorded impairment releases of EUR 49 million this quarter, mainly related to recoveries in corporate loans and improved macroeconomic variables. We saw some inflow into stage 3 for specific individual files, although, this was lower compared to the last few quarters and fully offset by releases. The total Stage 3 ratio decreased slightly to 2% and our coverage ratio was broadly stable for each of our lending projects. Given the impairments year-to-date, the cost of risk for 2025 will likely end around 0 for the full year. Now moving on to our capital position on the next slide. Our CET1 ratio remains stable at 14.8%, well above the regulatory requirements of 11.2%. The impact of the consolidation of HAL was offset by the quarterly contribution of our net profit. The total impact of HAL on our CET1 ratio as of Q3 is 40 basis points, 7 basis points of impact were already taken in Q2. The formal move of certain loan portfolios to the standardized approach had no impact on our capital ratio, while RWAs increased by EUR 1.6 billion. This was offset by lower capital deductions in our CET1 capital. During Q3, data quality improvements were realized around EUR 1 billion of RWA reductions, mainly from data improvements on real estate collateral. Further progress on data remediation is anticipated, for example, related to the SME support factor, which may result in further reductions in Q4. Looking ahead, as I mentioned, NIBC will impact our capital ratio by around 70 basis points at closing, expected in the course of next year. Our capital position remains robust, and our capital generation is strong. In Q4, we will review our capital outlook and incorporate all the relevant capital and RWA developments. Now to summarize our third quarter results. For 2025, we expect net interest income of at least EUR 6.3 billion and costs between EUR 5.4 billion and EUR 5.5 billion, both including HAL. We are delivering on our cost discipline, improving our data quality and sourcing and are delivering profitable growth in mortgages and deposits. The seamless integration of HAL and closing the acquisition of NIBC are important strategic milestones as we build scale in our core markets. Looking ahead, we are excited to invite you to our Capital Markets Day in just 2 weeks' time. There we will present our updated strategy and financial targets with a sharp focus on rightsizing our cost base, optimizing our capital allocation and unlocking profitable growth opportunities. We look forward to sharing our vision for the future and the next chapter in our journey with you. With that, I would like to ask the operator to open the call for Q&A. Thank you. Operator: [Operator Instructions] The next question comes from Giulia Miotto from Morgan Stanley. Giulia Miotto: I'll start with a question on NIBC. Why do you think that the execution risk here is low? Like, can you give us any, I don't know, qualitative comment on, for example, do you have the same systems or -- anything that can give us confidence on essentially achieving this quite significant synergies? That would be my first comment. And then secondly, I wanted to ask on the costs. The quarter was very good. Was a beat versus consensus expectations, excluding the one-off, the EUR 55 million. However, the exit rate is actually quite high. If I take the mid-range, if I take basically EUR 5.450 billion and then I remove the EUR 3.9 billion that you've done so far, underlying would be EUR 1.55 billion for Q4, which is more than what I would expect. And then it's quite a high run rate for '26. So how should we think about the exit rate and yes, on the cost side? Marguerite Bérard-Andrieu: Thank you very much for your questions. I will start with your first question on NIBC, and Ferdi will take your question on costs. So on NIBC, bear in mind that this is an asset we know very well. We operate in the same market, in the same businesses, mortgages, savings. So this is an asset we know very well indeed. And you're right, we have evident synergies. I'm going to give you just one. We use, for instance, for mortgages, the same service provider Stater. So this is an evident synergy just to flag this one. It is too early to share all the details, of course, of the target operating model. Bear in mind that the transaction will be only closed in the second half of 2026. But we are indeed confident that this is below execution risk transaction for us. Now Ferdi to the cost this quarter and looking forward? Ferdinand Vaandrager: Yes, Giulia, I think the most important message on cost is that underlying our costs are going down, evidenced by the FTE reductions year-to-date. And this offsets the more than offset the CLA increase. As Marguerite said already earlier, we will end at the low end of the guidance range, excluding Hauck Aufhäuser Lampe, but if you add the cost of Hauck Aufhäuser Lampe, we will add in the range of EUR 5.3 billion EUR 5.4 billion. If you look at the exit rate in Q4, we always have some prudency in our guidance, specifically for Q4 because, as usual, you can always expect some seasonal cost increases. Last year, that was around 4%. So that's what you need to take into account if you look at the exit rate in the guidance. Giulia Miotto: Okay. But so just to clarify on the Q4 costs. So it will probably be higher than an exit rate for '26. It sounds like because there is some in Q4... Ferdinand Vaandrager: There can always be, Giulia, that is the question underlying, we expect the cost trend to continue as we've seen in the previous quarters. But normally, there is some prudency of the seasonal cost increase you can see in Q4. Giulia Miotto: Understood. Ferdinand Vaandrager: The guidance is fairly clear between the EUR 5.4 billion and EUR 5.5 billion, including the cost of Hauck Aufhäuser Lampe. Operator: The next question comes from the Namita Samtani from Barclays. Namita Samtani: The first one on the NIBC deal, thanks to the EUR 100 million of first run rate cost synergies in 2029. But when you speak about further upside from revenue synergies what are you referring to? Are these funding synergies? And do you have a sense of quantum? And also the legal merger of ABN AMRO Hypotheken Groep into ABN AMRO. Is that included in the deal maths that you've given today? And my second question, on the replicating portfolio, is it still EUR 165 billion in size? And how should we think about the long end part of the replicating portfolio? Is it more mechanical, for example, just a very simple 5-year swap rolling mathematically or in fairly even tranches? It's just that replicating portfolio slide on Page 16, it confuses me a bit. And I can't understand when year-on-year, I'm going to see a benefit from the hedge. Is it in 2027? So any color there helpful. Marguerite Bérard-Andrieu: Thank you very much. I will take your question on NIBC, and Ferdi will take your question on the replicating portfolio. So yes, we see this transaction on NIBC as very accretive indeed because there are synergies in costs as well as in revenues. Just to give you a few highlights, we are adding 500,000 new retail clients to the ABN AMRO Group. These are clients that have -- that are mass affluent clients. So they fit very well our group. We think that we can bring more products and services to these clients. We also see, as I briefly mentioned an opportunity in using BUX to serve these clients. Bear in mind that NIBC have clients, of course, primarily in the Netherlands, but also in Belgium and Germany. So BUX can really help with that. And yes, in terms of synergies, there are also funding synergies, both on the revenue side as well, I would say, on the cost side, just to hint at a few of the positives we see in the transactions. Ferdinand Vaandrager: Yes, maybe come back and to add to that Marguerite. Indeed, we're prudent in our assessment. So the EUR 100 million is the post tax cost synergies. Of course, there can be some funding synergies. For example, we can over time, refinance the debt securities at the lower rates and also potential reduced LCR targets. But also on the other hand, you might also see some dis-synergies from deposit churn. So overall, if you look at the synergies, it's negligible in our assumption on the revenue and the funding synergy side. If your question on the replicating portfolio, yes, I can confirm the size is still around EUR 165 billion. As you have seen some terming in, that means that it has increased somewhat over the past 2 quarters, and it's also still there around 40% to 45% of the replicating portfolio reprices within 1 year, and the overall duration is around 3 years. If you look at the sensitivity slide in the presentation. It's now an update on a quarterly basis. So the starting point is slightly different from the previous quarters. And there, you can see that we have seen the inflection point already on the income side. But if you purely look at the sensitivity, it does not take into account any changes in volume, and it does not take into account any cost changes, i.e., changes in deposit pricing. So you should just look at as a sensitivity on the replicating income as an 'as is' situation. Marguerite Bérard-Andrieu: And forgive me because I realized I forgot to answer your question on the legal merger and of course, yes the transaction with NIBC is subject to all regulatory approvals. And that, of course, includes the legal merger. Let's say, we do not anticipate difficulties on that front. Operator: The next question comes from Tarik El Mejjad from BofA. Tarik El Mejjad: Just another question on NIBC and one on cost base. I mean I guess you share with us more detailed math on the deal with the synergy expected with some time frame because, I mean, clearly, usually, at least on my M&A model, I mean revenue synergies is not something I would push too much. And on the cost sounds quite punchy here, but I mean, Marguerite, you gave some indications of what kind of synergies. But yes, if you can share with us would be helpful. I mean this is very important for your capital allocation, I guess. And my question is what's next? Because I was more expecting a deal on the Wealth Management to be honest. And in Bloomberg, you mentioned that this is it in terms of deals to be announced. So is this now back to focus on restructuring the bank and costs? Or should we expect more potentially destructive deals to come? So that's number one. And number two, on just maybe a question for Ferdinand. On the cost guidance, EUR 5.4 billion, EUR 5.5 billion, is that excluding incidentals or it's all-in reported guidance? Marguerite Bérard-Andrieu: Thank you. Thank you very much for your questions. A couple of things. Yes, this deal is highly accretive. The 18% return on invested capital, we are very confident is achievable. And indeed, what we primarily factored, I mean why we factored in this model was primarily cost synergies. So if there are revenue synergies on top of it, it is an upside. But I agree with you, this is not a primary thing that we looked at in this deal. And looking forward, we will be sharing yes, more details on the target operating model, but that will come in due course. Just to clarify the answer I gave to Bloomberg. This was more an answer on saying, well, we're not going to call every morning to announce to announce a new M&A deal. So it's just that -- I think the question I got from Sarah there was like, is there something else coming out at the CMD? So no, in the next 2 weeks, don't expect any other announcement from us. And as far as our strategy is concerned, organic and inorganic, we will share everything in 2 weeks when you come to our Capital Markets Day. Ferdinand Vaandrager: Yes. Tarik, to come back to your question on the guidance. Initially, the guidance was equal to last year. We expect to end up at the lower end of that range. Hauck Aufhäuser Lampe adds between the EUR 130 million and EUR 140 million. So this translates in the updated guidance. And clearly, the updated guidance is excluding the incidentals as announced today. Operator: The next question comes from Benoit Petrarque from Kepler Cheuvreux. Benoit Petrarque: So just to come back on NIBC, sorry for that. Just again, the strategic rationale. Because it sounds like a very financially attractive deal and it seems that from a strategic point of view, that was the main reason behind this deal. I was also a bit expecting a bit more other type of deals, let's say. And maybe I missed it, but do you see kind of any franchise value in NIBC or you see just purely 100% as a financial attractive deal with 10% accretion by '29. Just wanted to clarify that because I also see a very low fee base at NIBC. And I was also expecting a bit more fee business as target. And I was also wondering if you could provide some timing on the EUR 140 million pretax synergies, whether we'll start to see some positive effect from that in '27 or that will be more back-end loaded? And just second question on NII. So your guidance of more than EUR 6.3 billion implies roughly EUR 50 million quarter-on-quarter on NII in Q4. And I was just wondering if you could provide the moving parts, deposit margin, lending margin, treasury income. What will drive this improvement in the fourth quarter? Marguerite Bérard-Andrieu: Thank you very much for your questions. So on NIBC, it is indeed both, a financially sound deal, an accretive deal and also a strategic deal. I think it's a good -- it's a good way of proving how we look at M&A. M&A strategy will always be disciplined and we will only pursue it if we find it shareholder accretive. It will be -- this is one of our criterion. You see it with this deal and the 18% of return on invested capital that it brings to the bank. This being said, we see a natural strategic fit with NIBC. It brings us scale in our domestic market in mortgages and in savings. The NIBC brand is a very good brand in the Netherlands. This is a brand that has been existing for 80 years. It has an entrepreneurial flavor. It appeals to the client base that's also slightly different from the clients we already have at ABN AMRO. So it is a great way for us to keep growing and strengthen our position in our domestic market. To your question of -- yes -- to full -- when we see the full benefit of the synergies we mentioned, we express it as 2029 just because as I said, we do expect the closing of the transaction to only happen in the second half of 2026. So we do expect a full benefit of the synergies to be there in 2029. But it does not all happen in the last year, of course. Ferdinand Vaandrager: Yes. And Benoit, maybe on your NII. Arguably you could say NII for this quarter is slightly lower, but I want to reiterate here that is mainly by our own decision. So it was a targeted wealth management campaign. And there, you see a very good NNA growth of almost EUR 4.3 billion. So now it's key that we start transferring that in valuable assets. Number two is an acceleration in the ABF wind down, specifically portfolio sale in the U.K., which is ahead of plan. And what Marguerite already said that is the implementation of what we call here [ARNA]. And that has clearly a positive impact on our position with the intermediaries. Also, if you look at our market share now up till 19%, so for Q4, we expect a modest improvement in the treasury results, as well as stable deposit margins. And if you look at the update on the sensitivity slide, what we discussed earlier, the inflection point of the replicating portfolio is already reached this quarter or, I should say, a start of Q4. So that brings the decline in the replicating yields to a standstill. But if you look at the sensitivity, the tailwinds will be very limited initially and will be more pronounced in the second half of next year. Operator: The next question comes from Benjamin Goy from Deutsche Bank. Benjamin Goy: Two questions, please. So first, on NIBC, again, which over the last 6, 7 years, has built up a significant off-balance sheet mortgage book. Just wondering your thoughts on that part of the business because you very much rely on balance sheet growth? And then secondly, you also call it a low execution risk. I'm just wondering, when you look at capital return going forward, do you basically take your current capital ratio minus 70%? Or would you include a buffer given the uncertainties and execution risk? Marguerite Bérard-Andrieu: Thank you very much. So on the -- on your question of the originate-to-manage portfolio that NIBC has and that represents roughly half its portfolio. We see, it as actually an interesting and value-added opportunity for ABN AMRO because it's not something we were doing already, and we see opportunities with that. So we welcome that addition in our business model. And I confirm that we've been thoroughly assessing the CET1 impact of these transactions that amounts to 70 basis points. And this takes into account a very prudent approach to the transaction, including all form of day 1 provisioning and so on that may be needed. So I would say, so it's a fully loaded 70 basis points. Operator: The next question comes from Chris Hallam from Goldman Sachs International. Chris Hallam: Just a couple of follow-ups. So first, just on funding synergies. Ferdi, I think you said those have been negligible, i.e. not particularly incremental to the 18%, but I'm just wondering how that works given their funding mix, which is much less skewed to deposit funding than your own and their own deposit funding cost, which is higher than yours. So just is this a reason why either you wouldn't fully change the funding mix or why you would expect to see a very high level of deposit attrition? And then second, I acknowledge we've got the CMD coming up very soon. But just looking specifically into 2026, as you're going through the year-end budgeting process, what are the key items you're focused on for the cost side of the business? Are there any specific items or challenges for ABN AMRO that we should consider for 2026 in particular? Both for ABN I guess, on the one side, but also for the industry more broadly? Marguerite Bérard-Andrieu: Ferdi, I will let you take this. Ferdinand Vaandrager: Yes, Chris, I'll start with the first one. So absolutely, there is a potential. But again, the argument here that we try to be prudent and specifically look at cost synergies. Of course, there can be some revenue synergies, but also the funding synergies here. It's too early to start communicating on the potential here, and some of the funding synergies, arguably will be further out also beyond the indicated 2029. But for sure, this provides potential on top of the indicated cost synergies. Marguerite Bérard-Andrieu: And on your question. Well, '26 happens to be the first year of our strategic plans. So I promise we will share everything on '26 as well as for the following years at our CMD in 2 weeks. This being said, I believe in discipline and I believe in saying what we do and doing what we say. We've been very clear from the beginning that rightsizing our cost base, steering on capital and pursuing profitable growth are all 3 like motives. And so 2026 will look like that. Operator: The next question comes from Farquhar Murray from Autonomous. Farquhar Murray: Just 2 questions, if I may. Firstly, more broadly on M&A. You now have kind of 2 integrations with HAL and NIBC. Do you think there's sufficient management room kind of bandwidth for another deal in the near term? And then maybe coming back a little bit to HAL actually, as an integration given it's come on board post closing. I just wondered if you could give us an update on how that business is performing as compared to the original expectations of that acquisition. In particular, I'm thinking about the cost synergy target of EUR 60 million there? Marguerite Bérard-Andrieu: Thank you very much. So I'll take your first question on bandwidth, and I will let Ferdi comment on the HAL integration. I think that was your second question. So do we have the bandwidth? Yes, we do. We are moving at pace. We have a very strong management team. I'm very happy with our Executive Board. And basically, Choy, who is in charge of Wealth is very much involved in the integration of HAL and making it a success. We have colleagues that have been very much involved in the due diligence regarding NIBC, and who will be, in due time, fully ready also to be there for the integration. So we're very confident that we have all it takes to make this integration a success. With M&A, you don't necessarily plan in advance, but we will know how to be opportunistic, if needs be, as I said, always with discipline and only if it's shareholder accretive. Ferdinand Vaandrager: Yes. Maybe just on Hauck Aufhäuser Lampe, as indicated earlier, cost synergies, year 3, EUR 60 million. Also, if we look at the first quarter after consolidation, we're confident that we're going to reach that. So no unexpected surprises in here. We've also said that we need around one-off cost of around EUR 90 million, 1/3 integration cost and 2/3 restructuring cost. We booked so far this year around EUR 8 million in integration costs. The integration is fully on track. So the legal merger between HAL AG and ABN AMRO is to be completed by the end of 2026, and that will really simplify the further integration. So the bottom line is here over results, of the results what we see now is in line with expectations, and we're very confident we're going to reach the EUR 60 million run rate synergies in year 3, which is 2028. Operator: The next question comes from Delphine Lee from JPMorgan. Delphine Lee: My first question is just going back to NIBC and just your thoughts about M&A in general. I mean just wanted to understand kind of what areas of priorities you would have? Would it -- I mean, because is the intention in the long run to continue to strengthen the position in the Netherlands? Or would it mean more to kind of diversify a little bit away from your mortgage book through private banking or corporate banking? Just trying to understand a little bit kind of where your focus is M&A-wise? And my second question is just in terms of excess capital and the usage, and how you allocate capital more generally speaking, is the intention over the long run to sort of manage it to kind of increase the payout? Do you still think there is room with the transaction further down the line? Just trying to think about how you manage your capital with buybacks and what we should expect? Marguerite Bérard-Andrieu: Thank you very much. You are anticipating on what we are going to share in 2 weeks. I will only reiterate that, we only consider M&A when it is disciplined, when it is shareholder-accretive. We think that adding scale in our home market is a smart, strategic move, and back to how acquisition that the bank recently completed and Ferdi was commenting on. This is also a strong strategic fit for us as we grow in wealth in Northwestern Europe, which is part of our strategy. But we will describe all of this at our CMD. In terms of our capital position and our capital usage. Again, this will be the topic of CMD in 2 weeks. But basically, in a nutshell, we will continue to optimize our RWA both in data and from steering more to come on that. The outcome of our capital assessment will be communicated with our Q4 results, including potential capital distributions. But we have a strong balance sheet and a strong capital position. And I think, yes, the rest will come. Bear with us for 2 more weeks. Operator: The next question comes from Juan Pablo Lopez Cobo from Santander. Juan Lopez Cobo: First one is regarding NIBC. Probably I missed some of the KPIs, but you mentioned that the deal is highly accretive. Regarding EPS accretion, if we assume, let's say, EUR 100 million net income coming from NIBC and the EUR 100 million synergies lower post tax. Is it fair to assume an EPS accretion of around 7% to 8%. Does it sound reasonable for you? That's my first question. My second question is regarding the deposits campaign. If you could share some color on this deposit campaign? Volume can we assume around EUR 3 billion, cost probably around 2% or slightly above 2%. And maybe duration, if I got you right, I don't know if we can assume the NII impact in this Q coming from the deposit campaign could be something around EUR 15 million, EUR 20 million. So it will be interesting to know to listen the duration and what percentage of these deposits you think will stay in the bank? Marguerite Bérard-Andrieu: Thank you. Thank you very much. I will let Ferdi answer both your questions. Maybe just a clarification because I'm not sure that we fully agreed on the figure. But when we mentioned cost synergies, it's EUR 100 million post tax. So basically, pretax, it's higher, just to clarify that point. Ferdi, I'll let you go into the EPS accretion. Ferdinand Vaandrager: No. I think if you look at the underlying, how you come to your calculation, fully synergized a profit of around EUR 200 million, indeed, you would come in 2029 to around 7% EPS accretion. And then again, if you look at the overall deposits, yes, we assume some outflow, but we expect it to be limited from the overall deposit campaign. And the most important part of the targeted deposit campaign is increased our net new assets. It had an impact on our on overall margins, but now it should really translate into valuable assets. So that is a transfer into either discretely portfolio management either in advisory or private markets. Marguerite Bérard-Andrieu: But usually, what we observe is that it takes usually 6 months for bankers to actually transform into more valuable assets. Operator: [Operator Instructions] The next question comes from Anke Reingen from RBC. Anke Reingen: It's just 2 number questions, please. Firstly, on the other income, that was quite big this quarter. And I just wonder, is it sort of like a run rate? I mean, a number of banks talked about NII and other income of their value result, like mix effect. Should we see that the Q3 other income could be a run rate going forward? And then on the deposit costs, is there sort of like a change in trend where in the past, we were talking about cuts and savings rates. We're now talking about some selective campaigns on higher deposits with a benefit to volume? Would you say the trend has changed here? Marguerite Bérard-Andrieu: Thanks. Ferdi, on these 2 questions. Ferdinand Vaandrager: No, let me start on other income. It was low this quarter at EUR 28 million. So also quarterly-on-quarter significantly down. And we explained that the main impact here is number one, equity participation. You're always dependent when the revaluation is done. And in Q2, we had a successful exit of the portfolio. ALM results is always volatile. And in this quarter, it always depends on your economic hedges and hedging effectiveness. But the main driver this quarter was lower fair value revaluations on the IFRS 17 and it was specifically related to one-off correction of past bookings in the March fiscal, and that impact was roughly EUR 30 million. So if you look for the coming years, other income is volatile by nature. It also includes XVAs, ALM results and private equity revaluations. But overall, excluding incidentals in the past years, it was around EUR 450 million. And if you would also exclude volatile items around the EUR 400 million. Then if you look at changes on pricing. No, the deposit campaign was very targeted at Wealth Management. So we really target the specific client group. And as said earlier already, we are willing to do that at very low margins because there, we see the opportunity to transfer that in valuable assets. So it's absolutely not a change broader how you should look at our prices. Operator: The next question comes from Jason Kalamboussis from ING. Jason Kalamboussis: I'm coming back to what Tarik mentioned. While the deal is good value for money strategically and from a higher level, it looks like it distracts to what I thought was a clearer focus on wealth management. So if you have any additional thoughts, welcome there. So moving on to wealth. Could you please provide the split year-to-date of the inflows in custody and the rest? And is it something that we could see provided on a quarterly basis? The second thing is on HAL. What are the -- how does the AUMs that you brought in split again into -- can you split out the custody and cash elements, if possible? And my third question is, is the reasonable assumption to -- when I'm looking at your AUM to assume that most of the custody and cash assets above 75% are in the Netherlands, that will be very useful. Marguerite Bérard-Andrieu: Thank you very much. I'll take your first question, and we'll let Ferdi answer the 2 others. In terms of strategy, we believe that it is a perfect strategic fit to actually keep growing and at scale in our home markets. We have the platform for that. We already have 5 million clients in the Netherlands, NIBC adds, roughly 500,000 new retail clients. We do believe in scale and in using our platform, both in mortgages and savings in the Netherlands. This being said, we also do believe that wealth management is an extremely good business of ABN AMRO. I mean we have a strong #1 position in the Netherlands with the market shares of the 35%. We have now a strong #3 position in Germany. We also are present in France and to lesser extent in Belgium. So we will share our strategy for 3 businesses at our CMD. But indeed, we do like very much the wealth management business. Ferdi on the 2 other questions? Ferdinand Vaandrager: Yes, Jason, number one is the split between custody. Overall, you should see that there's the difference between core net new assets and total net new assets of core net new assets. So overall, core and net new assets we had a very strong quarter. As discussed earlier, mainly reflecting the cash inflow from targeted offerings and indeed, the majority of this was wealth management in the Netherlands. Total NNA plus EUR 4.3 billion. So the custody is included in here for this quarter was plus EUR 1 billion more or less. If you look at the total custody within Wealth Management of course that was also a question, I think that is around the EUR 50 billion today. Then I also think, but I didn't hear you that well this, client asset inclusion of Hauck Aufhäuser Lampe. So in total, this was around EUR 26 billion and the split there was around EUR 23 billion in securities and EUR 4 billion in cash. The majority of that inclusion is in securities. Jason Kalamboussis: That's very useful. Just a quick follow-up. I mean, on the NIBC deal, what I'm a bit surprised is that the fee element is quite small. So you have less than 10% that's coming in fees. So that was a bit the sense of my question that, yes, I understand the scale. And also it's a good deal financially. But on the other hand, I would have thought that your focus would have been towards increasing the fee side within your income, whereas this goes a bit the other way. But again, If you have any comments, that would be great. Marguerite Bérard-Andrieu: I understand your question. As I said, it adds scale, which is, I think, a very positive strategic move, and it's also financially very accretive. So we saw it as 2 very good reasons to pursue this acquisition. Ferdinand Vaandrager: Yes, maybe to add there, it's also had the addition of the savings account to the BUX platform, that might provide at least investment propositions there where we are absolutely focusing on transferring NII into fees. Operator: There are no more questions at this time. I will now hand the word back to the speakers for any closing remarks. Marguerite Bérard-Andrieu: Well, I thank you very much all for your questions this morning, and we look forward to welcoming you at our Capital Markets Day on November 25. And for the time on, goodbye. And thanks again. Have a great day.
Operator: Good day, and thank you for standing by. Welcome to H World Quarter 3, 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to turn the call over to your first speaker today, Mr. Jason Chen. Thank you. Please go ahead. Jason Chen: Thank you. Good morning, and good evening, everyone. Thanks for joining us today. Welcome to H World Group 2025 Third Quarter Earnings Conference Call. Joining us today is our Founder and Chairman, Mr. Ji Qi; our CEO, Mr. Jin Hui; our CFO, Ms. Chen Hui; and our CSO, Ms. He Jihong. Following their prepared remarks, management will be available to answer your questions. Before we continue, please note that the discussion today will include forward-looking statements made under the safe harbor provision of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties. As such, our results may be materially different from the views expressed today. A number of potential risks and uncertainties are outlined in our public filings with the SEC. H World Group does not undertake any obligations to update any forward-looking statements, except as required under applicable laws. On the call today, we will also mention adjusted financial measures during the discussion of our performance. Reconciliations of those measures to comparable GAAP information can be found in our earnings release that was distributed earlier today. As a reminder, this conference call is being recorded. The webcast of this conference call as well as supplementary slide presentation is available at ir.hworld.com. With that, now I will hand over the call to our CEO, Mr. Jin Hui, to discuss our business performance in the third quarter of 2025. Mr. Jin, please. Hui Jin: [Interpreted] I believe many of you have noticed that 2 weeks ago, on the occasion of H World's 20th anniversary, we successfully held a partner conference being 20 years young forging ahead. Therefore, before diving into our third quarter performance review, I'd like to take a few minutes to once again share some of our thoughts on the long-term outlook of China's hotel industry and us. In summary, we believe H World has great long-term growth potential by deeply rooted in China market. Currently, we can observe that while the industry supply is relatively ample, high-quality supply is in noticeable shortage. Compared to the mature U.S. market, China still has low hotel trend penetration and the industry remains fragmented. As a unified large singular market similar to the U.S. but with an even larger population base, the increase in churn ratio and the phase-out of low-quality supply will inevitably become a long-term trend. More importantly, the demand for travel is gradually shifting from discretionary demand to necessity for Chinese consumers nowadays. China has the best infrastructure worldwide with extensive high-speed rail and highway network coverage. This has made traveling much easier and more convenient, facilitating the penetration of accommodation needs from major cities to country-level markets. Additionally, Chinese consumers are beginning to redefine consumption concepts and oriental aesthetics. We can see a substantial increase in the consumer desire in seeking sales pressure, which further drives the growth of experiential consumption such as tourism, exhibitions, concerts, and sports events. Apparently, the current supply quality in China's hotel industry is unable to fully meet consumers' increasingly upgraded and diversified demand. Therefore, supply side reform will be the main theme of the future industry development and this will undoubtedly bring tremendous growth opportunities for domestic branded hotels like us. As the leading players in China's hotel industry, we will continue deepening our roots in the China market, pursuing high-quality growth and delivering service excellence with a brand-led approach to reduce industry with centering on high quality and efficiency. We are full of confidence in the future development of China's hotel industry. After sharing our perspectives on the long-term outlook, now let's turn to our third quarter performance. We are pleased to see early signs of improvement in the overall market condition. On the demand side, data from railway, aviation and the number of tourists indicate that the domestic travel demand continuously to grow steadily with the increasing demand for travel being particularly evident during the National Day and mid-autumn festival holiday period. On the supply side, third-party data shows that the sequential supply growth has stabilized and the year-over-year growth rate has moderated. However, we still need more time to see if this trend is sustainable. We are glad to report that H World delivered good results across several key metrics in the quarter. In the third quarter, we achieved a year-over-year increase in ADR while maintaining a relatively stable occupancy rate driven by refined revenue management initiatives, including optimizing pricing strategies across flagship hotel, newly opened hotel and a mature hotel as well as refining promotional strategies and enhancing incentive programs. As a result, our RevPAR stayed largely stable compared to the same period last year. Breaking through in new cities and regions and further penetrating in the lower-tier cities, we achieved another quarter of high-quality network expansion driven by a 17.3% year-over-year increase in the number of rooms in operation. Our group hotel GMV grew by 17.5% year-over-year to RMB 30.6 billion. Meanwhile, along with our network expansion and the continuous enhancement of H Rewards membership program, our membership base exceeded 300 million by the end of third quarter, up 17.3% year-over-year and ranking #1 globally. In addition, room nights sold to the members rose 19.7% compared to the same period of last year, exceeding RMB 66 million and accounting for 74% of the total room nights sold, which is also a leading position in worldwide. More importantly, our monetized and franchised business delivered strong growth in its hotel network revenue as well as profit. Our third quarter group M&F revenue rose 27.2% year-over-year to RMB 3.3 billion, and the group M&F gross operating profit increased by 28.6% year-over-year to RMB 2.2 billion, contributing over 70% of the group's total gross operating profit. In terms of hotel network expansion, we remain steadfast in executing our strategic focus on economy and middle scale segments to serve the mass market. This strategic positioning aligns precisely with the current consumer behavior of seeking value for money products and services and can further demonstrate our competitive advantages. By continuously upgrading our core products and enhancing our excellent service with a customer-centric principle, we are enhancing the quality of our hotel portfolio and strengthening our brand positioning to achieve long-term sustainable growth. The new version of HanTing along with our middle-scale brands, Ji Hotel and Orange Hotel, will serve as the key growth engines for our expansion in the lower-tier cities and provides strong foundation for achieving our strategic goal of 20,000 hotels in 2,000 cities. At the same time, H World has also made rapid breakthrough in the upper-midscale segment. At the end of third quarter, our number of upper-midscale hotels in operation and in pipeline exceeded 1,600, up 25.3% year-over-year. More importantly, to meet the growing consumer demand for quality living or oriental aesthetics and unique experiences, we recently launched a brand-new upper mid-scale brand, Ji Icons during our 20th anniversary. The introduction of Ji Icon further enriched our upper-midscale brand portfolio and help us to achieve comprehensive coverage from oriental to Western brands and from selected service to lifestyle hotel offerings. Ji Icon's brand embodies a combination of subtle understated and elegant oriental aesthetic, enabling a value lift from accommodation functionality to a holistic lifestyle experience. The success of Ji Hotels has demonstrated Chinese consumers' ethnicity for oriental aesthetics and culture. We are confident that building upon Ji Hotels Foundation, Ji Icon will further deepen the expression of oriental aesthetics and the culture element. Moreover, our group's strong supply chain and modular construction capability as well as our global leading membership and direct sales capability will effectively support our Ji Icons to reach low construction cost, high operational efficiency, and high product quality. We believe Ji Icons will become one of the big driving force to support our penetration in the upper-midscale segment and has the potential to become another world-class brand after HanTing, Ji Hotel, and Orange brand. We remain focusing on strengthening our direct sales capabilities through H Rewards membership program. Our membership program and direct sales capability are vital to our sustainable long-term business growth. Our membership base has been growing as we expand our hotel network and entering into more cities. By the end of third quarter, H Rewards membership exceeded 300 million and the room nights sold to the members grew 19.7% year-over-year with enlarging portion of contribution to the total room nights sold. Going forward, we will further enhance our membership benefits, expand loyalty points usage scenarios, and explore cross-industry partnership to strengthen member engagement and enhance direct sales capability. This concludes the business update for H World's Third Quarter 2025. Now I will hand over the call to our CFO, Ms. Chen Hui, to present the group's financial performance for the quarter. Hui Chen: Thank you, Jin Hui. Good evening, and good morning, everyone. Let me walk you through our third quarter financial overview. During the quarter, our group revenue grew 8.1% year-over-year to RMB 7 billion and Legacy-Huazhu revenue grew 10.8% year-over-year to RMB 5.7 billion, both surpassed the high end of our previous guidance. It was mainly driven by better-than-expected RevPAR performance as well as hotel network expansion. Group adjusted EBITDA rose by 18.9% year-over-year to RMB 2.5 billion, with margin improved by 3.3 percentage points year-over-year to 36.1%. The faster adjusted EBITDA growth and margin expansion were mainly contributed to further enlarged profit contribution from our asset-light business. Cost savings from Legacy-DH, partially on the absence of RMB 81 million restructuring costs incurred in the third quarter last year as well as cost optimization efforts from Legacy-Huazhu. Looking into our asset-light manachised and franchised franchise business. In the third quarter, powered by our high-quality asset-light network expansion and better-than-expected RevPAR performance. Our manachised and franchised business revenue recorded a robust 27.2% year-over-year growth to RMB 3.3 billion. More importantly, manachised and franchised business gross operating profit rose by 28.6% year-over-year to RMB 2.2 billion with a margin of 68% in the third quarter. As a result, gross operating profit contribution from our manachised and franchised business further enlarged to 70% in the third quarter, up 11.1 percentage points year-over-year. Moving to our cash flow and liquidity position. In the third quarter, we generated RMB 1.7 billion operating cash flow. And at the quarter end, the group had RMB 13.3 billion cash and cash equivalents and RMB 6.6 billion net cash on the balance sheet. Lastly, on our guidance for the fourth quarter of 2025, we expect our group revenue to grow 2% to 6% compared to the same quarter last year and 3% to 7% if excluding DH. The manachised and franchised revenue in the fourth quarter of 2025 is expected to grow in the range of 17% to 21% compared to the fourth quarter last year. With that, we are ready to take your questions. Operator, please open the line for Q&A. Operator: The first question comes from the line of Dan Chee of Morgan Stanley. Dan Chee: My question is about RevPAR and demand trend. Firstly, on the company's fourth quarter China revenue guidance of 3% to 4% year-on-year growth, what's the implied RevPAR assumption? Can the management share any 2026 outlook for us, especially after seeing third quarter RevPAR decline turns almost flat, especially on the new experiential demand Mr. Jin mentioned versus the original business demand weakness. So which one is driving the RevPAR stabilization? Hui Jin: [Interpreted] So as many of you may notice that in the third quarter, our RevPAR is a bit stabilized. On a year-over-year basis, it's kind of flat. It's not further declining compared to last 2 quarters. And of course, we observed several trends during the quarter. In terms of the demand, obviously, the demand was mainly driven by the leisure travel demand, especially from the tourism activities starting from summer holiday to September and of course, the beginning of the October National Day and mid-autumn festival as well. But on the supply side, as I mentioned before, on a year-over-year basis from the third-party data, we saw the supply growth actually moderated, so it was not growing as fast as before. So it's becoming a bit moderated, so which brings some of the benefits to the RevPAR stabilization. But more importantly, for us, S1 has been putting a lot of efforts over the last 6 months in terms to further enhance our, for example, the revenue management, as I mentioned in my prepared remarks, in terms of setting a new pricing strategy among different tiers of hotels like flagship new hotels and mature hotels. And therefore, I think -- but looking to the fourth quarter, because we are entering into the low season, there is still some of the uncertainties, so as of now, based on our revenue guidance, it implies our fourth quarter RevPAR, which is somewhere around flattish to slightly positive for the fourth quarter. In terms of business demand and leisure demand, of course, there are still some of the macro uncertainties. So to be very frank, the business demand is not that strong yet. But on the other hand, for the leisure demand, it was continuously growing. As I mentioned previously, for the Chinese consumers nowadays, the leisure traveling demand has become -- gradually becoming a necessity instead of discretional demand and especially for some emerging new demand such as concerts, marathon, sports events, and inbound traveler as well. So the leisure remained very strong. In terms of the outlook for the next year, we think it's a bit too early. It still takes time to see whether the stabilization in terms of the RevPAR and the supply-demand equivalent is sustainable. So we will give more color for our fourth quarter earnings. Thank you. Operator: Our next question comes from the line of Sijie Lin of CICC. Sijie Lin: My question is about RevPAR breakdown. If we look at ADR and OCC, we see that ADR performed better recently. So trying to understand the reason behind this and the sustainability. Also, if we look at the gap between blended RevPAR and same-hotel RevPAR, the gap remained at similar level with last few quarters. So is there any chance that the gap narrows in the future? And what measures need to be taken? Hui Jin: [Interpreted] In terms of the ADR, of course, for 2025, the improvement of RevPAR has been a very key task for our top management team. And of course, they have been putting a lot of efforts on that. So in terms of ADR, as I mentioned earlier, so we have doing a lot of works on further enhancing our revenue management capability, especially on the pricing for different layer of the hotel and different products. And of course, on the front line, we give a lot of various incentives to our salespeople to further motivate them to do a lot of sales activities. However, apart from these things we have been doing over the 6 months -- over the last 6 months, actually, the ADR increase in the third quarter is a result from our continuous efforts on the product upgrades, the quality improvements as well as our service excellence because we have been doing these things for many, many years and continuously doing so, and we have more and more recommendations from our customers. So that's why in certain areas or in certain regions, our products and service is definitely in a leading position, which gave us some of the pricing power, which led us to achieve a better ADR for the third quarter. And in terms of the like-for-like hotel or mature hotels, the gap, we are glad to see the year-over-year decline was narrowed significantly in the third quarter. On one hand, we -- in terms of the pricing, we use a lot of different layer for pricing the different products. Over the last 1.5 years, we opened a lot of high-quality hotels, new hotels in some of Tier 1, Tier 2 cities, which is creating some of the cannibalization to the existing hotels. But through different pricing -- in different pricing strategy for different products, I think we are seeing some of the improvements for our mature hotels. And fourth -- and more importantly, we keep doing a lot of existing hotels upgrades to further improve the hotel quality itself in order to rise -- improve the RevPAR as a whole. Operator: The next question will come from the line of Lydia Ling of Citi. Lydia Ling: Lydia from Citi. So I have a question regarding the brand, especially for the newly launched upper-midscale brand, Ji Icons. So could you actually share some -- your plans for this brand and such as your store opening plan and also the store economics like the CapEx and the payback period? And how actually your advantage versus like the current other leading upper-midscale brand in the market? And how is the feedback from the franchisees so far? Hui Jin: [Interpreted] Okay. So in terms of the Ji Icons brand, so obviously, the launch of Ji Icons brand has shown a very strong determination for H World to break through and development in the upper-midscale segment with multi-brand strategy. This trend is very clear. And secondly, based on the current culture confidence or Chinese culture confidence and also the preference from the Chinese consumers on our oriental culture or oriental service as well as oriental lifestyle that also basically support the launch of the Ji Icons brand. And as I said before, Ji Icons is going to definitely become one of the core brands in our upper-midscale segment. And we hope this brand can be the best brand or the best hotel that Chinese customers will like the most. So in terms of the UE, in terms of the CapEx you asked, we hope we can share more information after the first hotels opened. Thank you. Operator: Our next question comes from Simon Cheung of Goldman Sachs. Simon Cheung: The question is related to the hotel opening. In the third quarter, they've done very well in terms of hotel opening over 700. And I think in the first 9 months, they opened more than 2,000 hotels. That's on track or even exceeded the 2,300 hotel that they have targeted for the full year. Wondering whether there's any update for that and in particular, also on the new signing as well. And then on the related questions, given the focus and the strong momentum that they have seen in the upscale segments -- upper-midscale segments where they achieved 1,600 hotels secure. And we have seen similarly HanTing, they've done like 5,000 and that Ji Hotel done 4,000. Wondering whether they have any targets for the uppermid-scale in the longer run. Hui Jin: [Interpreted] Benefiting from faster new signings in 2023 and 2024 post COVID as well as further improvements in terms of our supply chain capability, which resulted improvements in conversion ratio from the pipeline to new openings. So we achieved a quite good new openings for the first 9 months, which is slightly more than 2,000. So therefore, for the full year, we could possibly open a bit more than 2,300 hotels as what we guided previously. But again, so we emphasized several times over the last several quarters' earnings call. In terms of the new signings and openings, we will focus more on quality expansion instead only looking for scale. So that the never changed. So we're going to continuously implementing this strategy for high-quality sustainable growth. In terms of the upper-mid segment, as I said, we have reached 1,600 in both pipeline and the operations, which also achieved a pretty rapid growth. But however, if you look into a longer term, for example, 2030, we're going to still focus on the mass market with the economy and the middle scale. So in terms of the proportion, economy and middle scale going to still contribute the majority. But in terms of the growth rate, we hope our upper mid segment could grow the fastest in the industry and become the leading players in China market by 2030. Operator: Our next question comes from Ronald Leung of Bank of America. Ronald Leung: Let me translate my questions in English. So I have two questions. My first question is about cost and margins outlook. The company has achieved very decent margin expansion in the past 2 quarters. Could management share with us the latest outlook on cost control and also margins? My second question is about the membership program. So the overall membership has grown decently to over 300 million by the end of 3Q '25. Could management share an update on the strategy on how to further enhance memberships loyalty and also marketing strategies to improve the conversion rates? Hui Jin: [Interpreted] Okay. So in terms of our members, so definitely, direct sales and membership is one of our core strategy. We are glad to see in terms of the member base as well as the room nights sold to our members continuously to grow. But we think that's still not enough. So that's why we have been doing quite a lot of jobs over the past several months. First of all, we introduced a price guarantee program, which is going to ensure our members to get the best price and service as also the unique experiences at the hotel. And secondly, we're also trying to fulfill more diversified demand from the leisure travelers and some of the emerging demand, for example, as I mentioned earlier, like sports events, like inbound travelers. So basically, the H Rewards membership program is gradually shifting from only business travelers to fulfill more diversified demand. And thirdly, we are also enhancing our capability to receive more business clients and corporate clients to further enhance our exposures. And lastly, we have been experimenting a lot of cross-industry cooperation with a lot of top-tier vertical players trying to enhance members' experiences and improve their engagement. Operator: Our last question comes from... Jihong He: [Foreign Language] Operator: Sorry, please go, continue. Jihong He: [Interpreted] Okay. Let me do the translation. So overall, the adjusted EBITDA margin improvement was mainly because of our asset-light strategy. So obviously, the M&F has higher margin compared to leased and owned. In terms of the cost control, in terms of the hotel operating costs, by leveraging our strong supply chain capability, we continuously to reduce the cost per room night sold. And for our leased and owned hotels, we're continuously seeking for more rental reduction, just trying to improve the profitability level of our leased and owned hotels. And on SG&A perspective, we're continuously optimizing our mid and back office and headquarter, just trying to control the cost. In terms of sales and marketing, we will based on ROI and do some of necessary investments on, for example, the hotel brand membership as well as the user -- new user acquisition. So as mentioned by Jin Hui, so we have been systematically improved our capability to improve our revenue management so as in the cost control side. So we are also doing a systematic capability improvement. Thank you. Operator: Thank you. We have come to the end of the question-and-answer session. That concludes the conference call for today. Thank you for your participation. You may now disconnect your lines. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
Operator: Ladies and gentlemen, thank you for standing by. Welcome to the Israel Discount Bank Third Quarter 2025 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded, November 17, 2025. If you have not yet done so, please access the presentation on the bank's website, investors.discountbank.co.il. I would like to remind everyone that forward-looking statements for respected company's business, financial condition and results of its operations are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. Such forward-looking statements include, but are not limited to product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development and the effect of the company's accounting policies as well as certain other risk factors, which are detailed from time to time in the company's filings with the various securities authorities. I would like to move first to Mr. Morris Dorfman, Executive Vice President, Head, Strategic and Finance. Mr. Dorfman, would you like to begin? Morris Dorfman: Yes. Thank you. Thank you all for joining us today. I extend my warm welcome to this investor call. Starting with Slide 2. Discount Group delivered strong Q3 results with net income of ILS 1.13 billion and ROE of 13.7%. Adjusted net income for one-offs amounted to ILS 1.25 billion, representing an ROE of 15.1%. Banking operations in Israel, comprising of Discount Bank and Mercantile recorded ILS 890 million and an ROE of 14.3%. Discount's cost efficiency ratio was 44% in Q3, while the cost-income ratio in the banking activity in Israel was slightly lower at 42.6%. Total credit in the group grew by 3.4%, accompanied by a solid credit quality metrics, while net interest income, NII, remained flat Q-o-Q. In light of these results, the Board decided to pay out 50% of Q3 net income. Moving to Slide 3. Despite 2 challenging years, Discount Bank has consistently shown double-digit ROE of 14% and stable net income. These figures exhibit the strength of bank and the resilience of the Israeli economy. At Slide 4. On the left side, 2025 GDP is now expected to grow by 2.5%. That said, Bank of Israel expects 2026 GDP to rebound notably with GDP growth at 4.7%. On the right-hand side, the job market remained resilient throughout this time, maintaining a healthy unemployment rate of 3.4%. On Slide 5, we summarized our credit portfolio growth and structure. In the third quarter, it's continuing its strong growth across most segments with a 3.4% growth rate quarter-on-quarter and 8.9% year-over-year. The corporate segment continued to show notable strength as credit grew by 5.6% quarter-on-quarter and 17.4% year-over-year. SME credit grew 1.6% and 4.6%, respectively, while household credit grew a healthy 4.3% Q-on-Q and mortgage grew by 2.2% Q-on-Q and 7.8% year-over-year. Operator: Mr. Dorfman, we can hear you. Morris Dorfman: Switching to Slide 6. This slide represents our credit portfolio quality. A stable economic environment is reflected in the consistent NPL ratio of 0.70%. The allowance ratio stands at 1.3% of total credit with a strong coverage ratio of 191%. On the right-hand side, credit loss expenses climbed to 28 basis points in the third quarter. The observed increase in provision is mainly due to 2 isolated corporate incidents made at Mercantile Bank amounting to approximately ILS 50 million. Excluding the Mercantile provisions, collective provisions amounted to almost 90% of all Q3 provisions, reflecting Discount's conservative stance on our credit portfolio. However, a 9-month year-over-year comparison revealed a decline in overall provisions as prior quarters exhibited comparatively lower provision levels. Moving to Slide 7 to discuss revenues. Total revenues increased by 0.9% Q-on-Q, while fee income grew by 2.5% Q-on-Q and 10.9% year-on-year, mainly from fees and commissions from financing activities. Net interest income, NII, slightly decreased by 0.2%, while CPI contribution remained stable. Ongoing pressure on lending and deposit margins is persistently eroding the bank's net interest margin. At the right-hand side, the income from regular financing activities decreased by 1.1% Q-on-Q despite a 3.4% expansion on our loan portfolio. Finance income declined primarily driven by the narrowing of credit and deposit margins. I apologize I had a problem with the line. I will move to Slide 8 to discuss expenses and cost-income ratio. Before we delve into this quarter figures, let's briefly review the bank's journey over the past decade, marked by significant improvement in its efficiency ratio from 67% to 52% post COVID and further reduction to 45 percentage following the divestiture of CAL. While they have come a far away, we think we can still improve our cost efficiency notably in coming years as we mentioned in our strategic plan announced earlier this year. Moving to Slide 9. Total expenses decreased by 3.8% quarter-on-quarter and by 1.2% year-over-year and the cost income improved to 44%. Salary expenses dropped 6% this quarter as we continue to maintain expense discipline. As previously communicated in the last quarter's report, the recently concluded wage agreement is expected to provide enhanced operational flexibility for management. Maintenance and depreciation expenses and other expenses are stable with changes mostly attributed to nonrecurring items. Moving now to Slide 10, you can observe our ample liquidity and diversified deposit base. On the left, you can see that 48% of our deposits are from our retail segment. On the right-hand side, our Tier 1 capital ratio stands at 10.47%, well above the 9.2% Bank of Israel requirements. Our liquidity ratios are well above the regulatory requirements, presenting a solid LCR of 1.7% and NSFR of 11.6%. Moving to Slide 13. I will briefly touch on our main subsidiaries, starting with Mercantile Bank that present a net income of ILS 234 million and ROE of 15.8%. The cost-income ratio stands at 37.5%. Mercantile grew its loan book by 7.6% year-over-year by a well-balanced portfolio. CAL is writing a net loss of ILS 88 million. The loss in the third quarter is attributed to the expenses related to the VAT assessment ruling, totaling ILS 137 million net and an increase in the Santam stock option provision of ILS 75 million after tax impact. As the VAT ruling loss recognized in the consolidated report in the previous quarter, CAL profit contribution amounted to ILS 40 million in this quarter. IDB New York Bank reported a net income of $24 million and ROE of 7%. The bank grew its loan book by 12.9% year-over-year and deposit by 30.9% year-over-year. To summarize my overview on Slide 12, I would like to emphasize the main takeaways from this quarter results. First, we delivered solid results with net income of ILS 1.13 billion and ROE of 13.7%. Second, our cost-income ratio dropped to 44%. Credit continues to grow at a healthy rate of 3.4% quarter-on-quarter and 8.9% year-over-year. Core Tier 1 equity remained stable at 10.5%, which allow further expansion next year, stable asset quality metrics with NPL ratio of 0.7%. The CAL sale is likely to boost our 2026 ROE by 1.2%, while stressing the Tier 1 ratio by 0.6%. And lastly, given our continued strong performance and the confidence we have in ongoing profitability, we announced a dividend payout of 50% of net income, reflecting a gross dividend yield of 5%. With this, I finish and would like to open to Q&A. Operator: [Operator Instructions] The first question is from Priya Rathod of Jefferies. Priya Rathod: I just have 2 questions, please. The first is on AUM, specifically for your small businesses section. There was a notable jump in AUMs quarter-on-quarter. Would you be able to give a bit more color on what is actually driving that AUM number, but then also what's driving the increase in the third quarter? The second question is on mortgages. Again, it was a really solid quarter in terms of growth in volumes, but how should we be looking at that number in the context of the sector data, particularly like the declining of new home sales? So I guess my questions are like what drove the higher mortgage volumes this quarter? And then how should we think about volumes going forward? Morris Dorfman: I didn't get your first question, but I will answer about the mortgages question, and then maybe if you can repeat the first one. So what's happening with mortgage as you understand, the real estate sector in Israel is at the moment, it's not moving too much. But most of the mortgages that have been sold this quarter -- the last quarter are one of the houses that were bought 2 years ago. there's this model in Israel when you pay 20% in advance and 80% just when the house is finished. So most of the people that bought houses about 2, 3 years ago, they took mortgages this year. So what you see now is the movement of money of the houses that we bought a couple of years ago. But I didn't hear your question -- the first question, I didn't understand the question. Priya Rathod: Yes. So the first question was on assets under management, AUM, particularly in the small business segment. There was quite a notable jump in AUMs quarter-on-quarter. I just wanted to ask what was -- what actually drives the AUM number and what drove the increase quarter-on-quarter? Morris Dorfman: Well, it's -- we don't see something special about the small businesses. It's part of our strategy, so we really focus on that. I can't say there's something unique in that. It's just our focus on this sector, if I got your questions right. Operator: The next question is from Chris Reimer of Barclays. Chris Reimer: Sorry if this was asked already, but how do you see dividends going forward in relation to the Bank of Israel announcement on the easing of restrictions for dividends? Morris Dorfman: Sure. So we -- of course, we had a discussion about it in our Board, and our thoughts and our decision is to be consistent in the way we pay dividends. So we thought it's better to keep the same level of dividend and not changing it every quarter. Therefore, we've chosen to pay 50%, and we plan to do it, of course, to keep the same in the future. Chris Reimer: Got it. And regarding expenses, aside from the divestment of CAL, do you see room for cost efficiencies in other areas? Morris Dorfman: Yes, of course, we -- well, as you know, it's part of our strategy to improve our efficiencies. So we're doing it both in bank and there's addition in -- Mercantile also working on that. And we're also examining what can be done together, Discount with Mercantile. And of course, also in IDB New York, there's also -- there's a new management team and they're working on new strategies, which will emphasize efficiency. Operator: [Operator Instructions] There are no further questions at this time. Thank you. This concludes the Israel Discount Bank Third Quarter 2025 Results Conference Call. Thank you for your participation. You may go ahead and disconnect.
Operator: Good morning, and thank you for waiting. Welcome to Rumo's Third Quarter 2025 Earnings Presentation. [Operator Instructions] This presentation is being recorded and simultaneous translation is available by clicking on the interpretation button. [Operator Instructions] Before proceeding, we would like to reiterate that forward-looking statements are based on Rumo's Executive Board's beliefs and assumptions and information currently available to the company. These statements involve risks and uncertainties as they relate to future events and depend on circumstances that may or may not materialize. We recommend that you refer to the disclaimer on the second page of the presentation. Now I will turn the conference over to Mr. Felipe Saraiva, Rumo's Head of Investor Relations, to begin the presentation. Please go ahead, Mr. Saraiva. Felipe Saraiva: Good morning, everyone, and thank you for joining Rumo's Third Quarter 2025 Earnings Conference Call. Let's begin with the highlights on Page 3 of the presentation. We reached a new quarterly record for transported volume, 23.4 billion RTK, up 8% year-over-year. This performance was driven mainly by the Northern operation with the higher volumes in general cargo, especially hardwood pulp, bauxite and fuel. Our cash cost was another positive highlight this quarter. We continue to capture energy efficiency gains, reducing fuel consumption, the main component of our variable cost. In fixed costs and expenses, we recorded a nominal reduction of BRL 36 million, which combined with the volume growth translated into a 12% efficiency gain in our cost per unit. The combination of higher volumes and disciplined cost management allowed us to maintain a stable margin in a more competitive environment. Adjusted EBITDA reached BRL 2.3 billion, an increase of 5% year-over-year. We closed the quarter with BRL 1.5 billion in investments and net leverage of 1.9x. Moving to Page 4. Let's look at market share. Our market share this quarter reflects a more competitive grain logistics environment. We maintained a stable market share in Goiás and in the southern ports, while performance in Mato Grosso and the Port of Santos was lower than last year. On Page 5, I will share more details on the market dynamics in the Santos corridor, which is our core business. As a reminder, rail capacity is shared between Mato Grosso and Goiás working as communicating vessels. Grain exports from those markets increased compared to 2024, a year that was impacted by a crop shortfall in the Midwest of Brazil, but still remained slightly below 2023 levels. We transported 8.5 million tons with alternative corridors absorbing part of the difference versus the year of 2023. In the soybean complex, which includes soybean and meal, the market was stronger than usual this quarter, driven by the carryover volumes not exported in the first half of the year, and we captured that demand efficiently. For corn, despite a record crop in 2025, export volumes from Mato Grosso and Goiás were lower. Our performance reflected this more competitive landscape with some flow distribution across all of the logistic corridors, partially offset by growth in soybean complex, as I have mentioned. As you may see in the lower chart, our railway system remains the main logistics solution serving the Port of Santos. Moving to Page 6, we will review the operational indicators. Both the transit time and dwell time in Santos slightly increased during the quarter because of greater complexity of managing higher volumes in the system. In energy efficiency, we reduced unit fuel consumption by 2% with a solid performance across both the Northern and Southern operations. On Page 7, we will show operational results and volumes. We transported 23.4 billion RTK in the quarter, up 8% year-over-year. The Northern operation accounted for about 3/4 of this growth, mainly supported by higher general cargo volumes, particularly hardwood pulp, bauxite and fuel. In the agriculture portfolio, we transported more volumes of sugar and fertilizers. In the Southern operation, the main highlight was higher corn volumes, which had been impacted last year by crop shortfalls in the South. In general cargo, we continue to pursue new opportunities and optimize asset utilization of that system. Now on Page 8, we present revenues and tariff highlights. Net revenue amounted by BRL 3.8 billion, a 2% increase year-over-year. As we always say, the focus of our pricing strategy is on finding the right balance between volumes and tariffs to maximize the system profitability. This year export dynamics led to a stronger competition among logistic alternatives serving our key markets. In this context, we adjusted our commercial positioning in both operations to ensure competitiveness and attractiveness for the rail transportation. Moving to Page 9, we present the EBITDA. EBITDA grew 4%, reaching BRL 2.3 billion. Our efficiency in managing costs and expenses helped us maintain stable margins despite a more competitive environment. Additionally, we recorded a BRL 55 million in insurance recoveries related to the loss of profits in the Southern operation due to extreme weather events on May last year. On Page 10, we move to financial results and net income. The net financial result was a net expense of BRL 837 million, mainly reflecting higher net debt and interest rates. Despite the higher rates, we delivered adjusted net income of BRL 733 million, broadly in line with the last year figure. On Page 11, let's look at our net debt position. Net debt at the end of the quarter was BRL 14.9 billion, reflecting the quarter's cash generation. We closed the period with a healthy leverage of 1.9x. Our liquidity position remains very solid with BRL 7.2 billion in cash and a well-distributed debt maturity schedule with no major concentrations in the fiscal years of 2026 and 2027. On Page 12, we will present the investments in the quarter. We invested BRL 1.5 billion in the quarter, in line with our plan. Recurring CapEx was BRL 503 million, focused on asset maintenance and operational safety. In the Mato Grosso railway project, we invested BRL 575 million with the cash disbursements following the construction progress. Other expansion projects amounted by BRL 396 million with the focus of increasing capacity and modernizing the existing infrastructure. Now turning to the soybean market on Page 13. The next Brazilian soybean crop is expected to reach the all-time high level of 175 million tons in production. The state of Mato Grosso should account for roughly 51 million tons in production. And as we speak, the seeding is almost completed. Exports from the region are estimated at 32 million tons, pointing to a healthy logistics demand for the next season. On Page 14, I will present the corn market. The Brazilian corn crop is also expected to reach a record high level with an estimated production of 145 million tons in the next season. In Mato Grosso, production is forecasted at 59 million tons, driven by an expansion of roughly 400,000 hectares in planted area. Exports should remain stable around 25 million tons in the state of Mato Grosso. This concludes my presentation. Thank you, and we are glad to start the Q&A session. Operator: Joining us today are Mr. Pedro Palma; Mr. Guilherme Machado; and Mr. Felipe Saraiva. Before we begin the Q&A session, Mr. Pedro Palma would like to say a few words. Please go ahead, Mr. Palma. Pedro Palma: Good morning, everyone. This is Pedro Palma. Thank you for joining us in the earnings release for the third quarter. It's a pleasure to be here with you. Before we start the Q&A session, let me just summarize the quarter and how the company has been doing. Looking at how volumes have progressed, we're very happy to have gone over the 8 billion RTK volume at the company with major stake in the South and North operations making contributions to that increase. In the last few months, the South operation has been over 1.2 billion RTK, going back to very healthy and robust volume levels. And the North operation has been close to 7 billion RTK. That's a testament to our resilience, our ability to overcome challenges in the rail environment, which is becoming much more favorable, much more solid. And we have reached those volumes in the last quarter and the last few months despite a fiercer competition in the market, considering grains volumes, both in the North and South operations. As we said since the beginning of the year because of the carryover inventory of corn from '24 to '25, we also mentioned the delayed in volumes coming in, in terms of soybeans. And over the year, there's been a smoother, more linear export level. At the beginning of the year, we were still testing the market's pricing level to understand how we should position our own pricing levels. As of the second quarter, when it was clear to us what that new price level was going to be, we made the required adjustments to our pricing policy to make sure that we would have the required and suitable volumes to execute on our rail activities. And let me remind you, at very healthy margin levels. Our pricing journey has never been linear. Over the years, it's been through ups and downs. Let me remind you that in '22, '23 and '24, our prices went up by 60% in the grains market. And '25 has been a year of adjustments to pricing levels so that we can find the right level that will give us the right market share, the fair market share to ensure that we're growing and positioning ourselves competitively. So we've been doing that, and our rail operation has been responding accordingly with increasing volumes. Now let's take a look at the other portfolios, fertilizers, pulp, sugar, bauxite, they've all been growing at very consistent volumes, also increasing our system across volumes and margins and ensuring that our revenue is resilient and good diversification across all kinds of cargoes. Obviously, our main market is and will continue to be the grain market. Right now, as you can see in our market share charts shared by Saraiva, the corn market and corn exports from the Port of Santos has been less than historically, what has been putting additional pressure on our commercial structure. But these are circumstantial situations. We've dealt with them in the past, and we'll continue to deal with it by adjusting prices so as to ensure the best margin possible for our system. Obviously, price is a variable that is not under our control, but there are variables that are under control. One, capacity, and we have been proving that we have the capacity to operate as well as cost and fixed expenses discipline. As you can see, in an environment where volumes have been increasing, new operations have been coming and going up and running, we are healthy volume levels and increasing efficiency within the system. That's what a company such as ours has to do. Our improvements in -- our investments in improving assets and improving management has to, in the long run, be translated into structural -- lower structural unit costs so we can have healthy margins even in more volatile pricing situations. In the rail execution line, let me highlight our enhancement in safety, both rail safety and personal safety. In 2025, there's been a reduction in incident frequency, which is very closely related to the quality of management and discipline in execution. This is an ongoing journey. We will consistently continue to decrease frequency both in rail incidents and personal incidents. This is one of our values, and it's something we will continue to focus on increasingly more, but I am absolutely convinced that with our teams, both in the North and South operation, our organizational structure will make it even more robust and bring in even more quality in execution and a working environment that will continue to help us progress in reducing costs, increasing competitiveness and bringing in increasing more volumes to a safe system. And before we move on to the Q&A session, one last comment about our investments. As you've seen in Saraiva's presentation, our CapEx is in line with what we did last year. But more important than absolute figures, I just want to reassure you that we are keeping with our recurring CapEx, and we're doing the absolute necessary to have a robust and efficient operation. And our expansion CapEx is within the plan with the Mato Grosso rail works and requalifying also the Paulista Network and all the works at the Port of Santos to make sure that we are building the foundation for future growth and making sure that we are showing today the results that we will reach in the future. So in addition to CapEx, it all makes me confident that we are in line with our schedule and the figures that we had planned. Specifically for Mato Grosso rail next year, the BR-070 terminal will be going into operation. So this year, we have the first stage of this transformational and relevant project for the company and all the companies that we work with. So those are my opening remarks. And now we'll begin the Q&A session. Myself, Machado and Saraiva are here to take your questions. Thank you. Operator: [Operator Instructions] The first question is from Mr. Alberto Valerio from UBS. Alberto Valerio: The first question is what every investor wants to know. What is the company's pricing level? What can we expect for the next quarter, for next year? What is the competitive environment like? Do you think it's reached a sustainable level or not yet? Will there be further adjustments? And are you maintaining the guidance based on third quarter yields? If we see the same yields in the fourth quarter, things might be a bit challenging in terms of keeping the guidance. That's it for me. Pedro Palma: Thanks for the question. This is Pedro. Looking at the competitive scenario and based on my opening remarks, I think it's fair to say that the pricing scenario, especially considering the corn market will continue to be a bit more acid than we had planned. So looking at the current scenario in the fourth quarter to be objective, it is a bit more acid than it was in the third quarter. That said, I don't think that is material. Looking forward -- and let me touch on 2026. As Saraiva showed, the crop dynamics looks positive, different to 2025, where we went in without carryover inventory. And what we're seeing for 2026 will be a beginning of the year with higher volumes in the system, which should make the logistic pressure easier for next year. So I think the dynamics will be marginally better than we saw in 2025, thinking about the transition into 2026. Having said that, to be very transparent and objective, prices are not directly under our control. But what I do see is for 2026, we are beginning our commercial efforts for that journey at similar levels to what we have seen in the second quarter of 2025. And over time, as the market progresses, we will rebuild our pricing basis with more confidence in future prices and volumes. As for the guidance, obviously, we already have the numbers for the third quarter. There are challenges to execute on the fourth quarter volumes. The name of the game for us to conclude the year within the figures that we announced for the guidance will be totally related to executing on volumes, especially now in December and continuing to control costs and expenses. The challenge I see is that, honestly, there's still some uncertainty with regards to the volumes for exports, given that export volumes in December, sometimes clients prefer to execute them in January only based on international demand. So those volumes will have an impact on our numbers. But that said, we are confident that we will meet the guidance. We'll continue to work tirelessly to do so. I don't know if Gui would like to say anything, please feel free to jump in. Guilherme Lelis Machado: Yes. In terms of what we have been seeing in the fourth quarter, last Monday, we announced that October was an exceptional month for us. After May and August, it was our new record, and we'd have to repeat the same thing because our investments have been translated into absorbing capacity fluctuations in the market. November looks like will be a strong month in terms of volumes. As Pedro said, the uncertainty will be mainly concentrated in December. We imagine there will still be major volumes. If we have a healthy demand environment, especially considering the high product availability we have in land, rail will be ready to capture that demand, especially considering our performance in the third quarter and beginning of the fourth quarter. So our focus will be to continue executing sharply in terms of our operations, which is what has been happening and managing costs and expenses as we have been doing. So having said that, obviously, we should be delivering close to the midpoint of the guidance in terms of volumes. Our CapEx is solid and under control. And in terms of EBITDA, if we have a good risk balance in the fourth quarter, we should be able to meet the guidance close to the mid-low point and our efforts will all be towards executing on that at the end of the year. Operator: The next question is from Mr. [ Matteos Santana ] from Bradesco BBI. Unknown Analyst: Could you talk a bit more about corn? Looking at the figures, especially year-on-year in terms of exports, we see that volumes have been very low so far. So there wasn't a lot of corn transported in October. What do you expect for the fourth quarter? Do you think there will be more volumes? Or should we wait for the beginning of the year, January and February, where you'll be focusing more on corn exports? Pedro Palma: Matteos, this is Pedro. As I said in my previous answer, we do see a corn carryover -- a high carryover inventory for corn. Historically, the corn carryover inventory from 1 year to the next, let's just take a look at an example in Mato Grosso. It's about 5 million tonnes. If we look at a snapshot of today, in fact, if we look at October to November, there was a possibility of a 15 million tonne carryover inventory instead of 5 million. So there's an increase in the carryover inventory this crop year was 10 million tonnes. Now what will be exported additionally in December or what will only be exported at the beginning of next year. That's the question mark in the system. And it depends on international demand, and it also depends on the negotiations between producers and traders. So that's the uncertainty I mentioned and Gui mentioned with regards to December figures. How much of that corn will be available for export. What I can say is that we are fully able to transport whatever volume is available. As we have shown in previous months, we do have the capacity, and we are ready for higher volumes than we have transported in the last few months. So -- we're just waiting to see what those volumes will be. So even if we have higher volumes in December, the beginning of next year, in my opinion, we'll be seeing more corn to be transported than we saw in 2025 because the carryover inventory that we see right now by itself cannot be transported in December alone. Felipe Saraiva: Pedro, this is Felipe. In addition to the corn carryover inventory, soybean planting was early this crop year when compared to other crop year. So we'll have higher corn carryover inventories when we move into next year. So that volume might be transported depending on the international demand for that corn, but we'll also have an early soybean harvest because the soybean was planted earlier. So there should be a higher demand for logistics than we saw at the beginning of 2025 when soybean harvest was later. So biomass in general is looking more favorable in terms of logistics in Mato Grosso specifically. Operator: The next question is from Mr. Pedro Bruno from XP. Pedro Bruno: You mentioned your cost discipline. If I could touch on that, please, to understand, especially looking at SG&A plus fixed costs, the consolidated line. You gave us some numbers that don't really give us a lot of visibility. You talk about other operation costs, which I think is the more positive line in terms of how costs progress. It's maintenance, third-party services, security, facilities and others. There was a significant fluctuation, close to BRL 70 million year-on-year, depending on the window, but it looks like that line was highly efficient. But in general terms on fixed costs and SG&A, if you could give us a bit more color on what kind of initiatives we're talking about and what's been responsible for that efficiency? And if there is a trade-off among those initiatives or if there's something you had already planned on capturing. Guilherme Lelis Machado: Pedro, thanks for joining us, and thanks for the question. Yes. what we've been noticing in terms of reduction. And we started working on that since last year, and it's been translating into positive results this year. Throughout our journey and the company has had major projects and initiatives that have required an expansion of our structure. And we believe we have reached an adequate level. So from now on, we will be optimizing things and operating efficiently, always taking care of the company's operational leverage, which is what we do, maximize volume and decreasing unit costs. But what we have been doing is optimizing our structure our occupation, our capacity use because right now, we're at the right structure level. So we have been optimizing our personnel, simplifying processes and rationalizing company initiatives to prioritize those that create value and add to the company's core business. We have been managing inventory very efficiently and working on losses and compensation so that we can avoid losses. We don't want that to be a detractor to our overall structure. So there isn't one specific thing that's been leading to those gains, but -- there are several initiatives and many things the company has been doing that have helped us converge towards those efficient levels. So that's what we've been doing to optimize our cost and expenses this year. Operator: The next question is from Mr. Rogério Araúj from Bank of America. Rogério Araújo: My question is about your liability negotiation and the renewal of the South and West networks. Could you update us on those processes? What are the next steps? And we had the BRL 55 million loss of profit insurance proceeds. And I think the structure was also damaged due to force majeure because of the rains. Are you negotiating anything to that end in the South network? If you could give us more color on that, that would be very helpful. Guilherme Lelis Machado: This is -- Rogério. Thank you for the questions. I'll start by the end of your question. In terms of compensation for the South network claims, they should come to an end now. We recognize those in the second and third quarter. So that was all we had in terms of compensation. The team worked very closely to the insurance companies, and we were able to resolve those issues very swiftly within the regulation. In terms of other occurrences, we are complying with the regulation. There should be something else happened. We will announce that to the market, but there's nothing material to share at the moment. In terms of the South and West networks, there is no news for this half of the year. In the renewal and end of concession of the South network, let's remember that there was a working group with the company, the ministry and the regulatory agency. Those activities have been concluded. So we're not just waiting for the conclusions to be announced. In the South network, we do have the potential and the company is interested in continuing to operate it in a model that is financially feasible for us. Discussions will be ongoing with the stakeholders, and we'll be looking into different alternatives. And as things progress, we will be informing the market. There's nothing to announce for the time being, but this discussion should be taking place over the next few months. Let me remind you that the South network will be concluded in February 2027. So we still have a ways to go with these stakeholders. As for the West network, we do have an event in the short term, halfway through next year, June 2026. That's when the contract will come to an end. We've made it very clear so far in light of the fact that there has been no volumes transported in that operation. So there's no significant revenues or investments coming from there. So we should be giving that asset back to the government and then we'll assess the reconciliation in the assets and liability balance sheet for that operation. Discussions with the government are amicable. So now we just need to decide on the best design for that negotiation. We will let you know as things progress. Operator: The next question is from Mr. Daniel Gasparete from Itaú BBA. Daniel Gasparete: Touching on what Guilherme said about volume and unit cost. How are you coming to your tariffs for 2026, its competitiveness considering a scenario where things might be slower, given the pressure on the margin. What about the carryover of your tariffs from '25 to '26? I know you have the guidance, but if you could tell us a bit more on that dynamics. And also, how do fluctuations in tariffs affect your perception of CapEx investment projects and the projects for this year? Pedro Palma: Daniel, this is Pedro. Let me take your question. Well, let me start by the end to your point about our investment plans. Obviously, when we look at our CapEx execution and our expansion project, we need to calibrate those based on expectations of profit and the investments that are being made. I think the main point when we look at tariffs and when we look at the future interest rates, if we were to conduct a financial assessment of our investments, looking at our expansion plans, you have to have an expansion of volumes, competitiveness and pricing that you get from that structure. And often, investments can help you stabilize pricing. So pragmatically speaking, our journey in the rail system for both operations, especially in the North operation, pricing has never been linear because -- given any moment, when you go into any year and a specific year, there is an effect of the fluctuation of exports, crop failures. There are one-off circumstantial events that can change the pricing ratio within a semester, a year, a crop. But if we look at how our pricing has progressed over the years, you will see that pricing levels have been normalized and the tendency and our thesis that has been confirmed year over the year is that the world needs agricultural commodities and the best region to produce and export those is Brazil and the best region in Brazil for that starts in the Brazilian Midwest, and we want to be the best logistics company with the best structure with the lowest cost to be the best export solution. So to address a point that might not be exactly what you asked, but to give you more granularity, right now, we're fine-tuning our business plan for Stage 2 of our rail expansion project in Mato Grosso in light of the fact that we're moving towards concluding Stage 1. Next year, we will be delivering the BR-070 terminal as we had announced. So now coming into the new year, we'll be fine-tuning CapEx and what we expect from the next stages for the project in light of what's happening in terms of competition and what we expect looking forward. What I can share with you right now, this is not a decision that has been made because the Executive Board is still looking into things to then discuss it with the Board is that we're very constructive about how demand will grow in our markets and competitiveness and our structural profitability coming from investments that we can make. But obviously, we'll look into things stage by stage. We won't be making any dogmatic investments. Our investments are always based on an in-depth assessment of what the market has to offer in terms of demand, expected profitability and our ability to absorb those results and to seek fair share for our operations. Unknown Executive: Another important point is that throughout this journey and considering the tariff dynamics, we've had a very healthy journey after we went through that repositioning, like Pedro said during his presentation, that's taken place over the last few years. So obviously, in 2025, the level of our tariffs how we've traded our capacity. This is a very healthy level. There's been no value disruption. The company margins are still very solid and very healthy. In terms of investments, just to add to what Pedro said, we need to bear in mind that we are sensitive to the company's cash consumption. So all of our investment plans have to be assessed in light of cash generation. We're not going to put the company under any financial stress that is incompatible or that will take us to levels of debt that don't make sense. Also given that there's a persisting high level of interest rates. So we will be calibrating that as we look into market dynamics and making sure that we preserve the company's health. Daniel Gasparete: That was a very clear answer. If you could just touch on the first part of my question, which was about the carryover from '25 to '26 and maximizing volumes and minimizing unit costs. Do you think the trading cycle will be as slow as it was in '25? Unknown Executive: Yes, there will be a degree of carryover into '26 from '25, as I said in my answer to a different question. If we look at the baseline for '26, we're talking about similar pricing levels to the second half of '25. And carryover inventory volumes, good crops obviously put pressure on the system. But as we have shown in the past, we are totally able to increase prices if market opportunities arise. That's what we did from '22 to '24. We increased prices by more than 60% during that period, just as we repositioned it in the recent past in 2025 to make sure that we were capturing volumes as we have reiterated at very healthy margins, given that our pricing levels are very healthy going from '24 into '25. But to be objective, the baseline for '26 is what we had in the second half of '25. We'll have to wait for the market to operate and pressure levels. And in '26, we should be able to capture price recovery along the year. Operator: The next question is from Ms. Julia Rizzo from Morgan Stanley. Julia Rizzo: Can you hear me okay? I have a question about your tariffs, your competitive yield. I think you mentioned that in your institutional presentation in the third quarter, showing that the tariffs at the Rondonópolis terminal was very close to the market. You said it was the next best alternative and Rumo's nominal yield was 246 and the market was 244. What was that like in the third quarter? I just want to understand where the market is going and if what we're seeing now is a reflex if you have already reached market levels. What got my attention was the drop in tariffs and the loss of share. So my next question is what would be a fair or sustainable share for the company this year? We still have a quarter to go and good volumes to deliver, hopefully, and for next year. Unknown Executive: Julia, Thank you for the question. The company right now is operating considering alternative costs considering the regions we operate in Mato Grosso. Let me remind you that the rail volume captures volumes from across the state. And for each region of the state, alternative costs are different. Looking at the portfolio average, we're very close, slightly below the alternative costs to our clients. So looking at the price reduction we saw in the third quarter this year, there are two elements to it. First, price repositioning in the grains portfolio because we want to bring rail to a competitive level and to make sure that we are positioned as the best logistics solution to our clients and the effect of the mix in our portfolio with lower unit cost than the grains portfolio. So obviously, all of that leads to around 7% decrease in the tariffs this quarter. Now looking forward, we will continue to maintain rail as the best alternative to our clients. And that's the strategy we've been implementing for 2026. And market share is a consequence of that positioning and market dynamics. It's not a goal for the company. What the company is pursuing is to have a competitive tariff so as to make sure that we are using the rail system to full capacity. Now looking at the export market for Mato Grosso, we want to operate at about 40%, depending on the quarter, slightly below or slightly above, maybe close to 45%. That's the range we expect the market share to operate in. But again, to remind you, the market share is a result of exports and the rail operation. If the market is at a normal level, then we imagine that we'll be operating at about 40% in our grain portfolio in Mato Grosso. And as I said in my presentation, rail -- we'll be making sure that rail is the absolute best solution at the Port of Santos. We've been doing that at the Port of Santos and the Mato Grosso operation was just slightly below last year's, but very similar to 2023 when the market -- the export market was more similar to the current market. Julia Rizzo: Could you give me some reference in terms of reals per ton at the Rondonópolis terminal? Just so we have an idea of where the market is at and what the company is executing. Unknown Executive: We were very close, Julia. It's around BRL 230 per tonne in Rondonópolis. Some months, it's slightly above that. Some months, it's slightly below that. It's not linear. But right now, we're operating very close to competitive prices at that terminal. Operator: The next question is from Mr. Filipe Nielsen from Citi. Filipe Ferreira Nielsen: Most of my questions have been answered. If I could just touch on a point that hasn't been addressed yet. All those changes and discussions taking place at Cosan, Rumo's controlling company. There have been changes in the Board, management, new shareholders coming in. What have been the first conversations with the new shareholders and the controlling companies stance? Do you know what the strategy is going to be like and how strategies are thinking and how that fits with how you think, both in terms of pricing strategy and projects? Pedro Palma: Filipe, this is Pedro. Thank you for your question. Well, first point, we think it's very healthy that the controlling company be healthy, the Cosan Group be healthy. So with BTG coming in to Cosan's controlling share with Rubens. Rubens keeping the controlling stake in the structure is welcome news and very healthy for Rumo as well. Obviously, the 2 new shareholders have joined the company because they see value in Cosan Group and its portfolio, and they are bringing additional types of expertise, both BTG based on their historical experience and professionals. Their track record is amazing. And I'm absolutely certain that they will make huge contributions to the progress of the Cosan Group, and Rumo is no exception to that. Conversations have been very transparent. They're very incipient because the conclusion of that transaction, the election of the new members of the Board at Rumo only just happened at the end of last week. But what I can say is that preliminary discussions and conversations have been very positive. So we'll be discussing things together and working together on the next steps so that we have an increasingly better and more robust company. Talking specifically about Rumo, no one has any question about the rail asset in the logistic infrastructure and the role that Rumo can play in the markets it operates in. Everybody wants for this company to continue to grow and be better. So I'm sure Rumo's team, I can speak for myself and the whole team that everyone is very happy with the change in shareholders at the Cosan level. And with this new stage beginning now. Operator: This concludes the question-and-answer session. I would like to turn it over to Mr. Guilherme Machado for his closing remarks. Guilherme Lelis Machado: Well, thank you for joining us. And let me just conclude by saying a few things. I don't want to be repetitive and say the same things Pedro said in his opening presentation and everything we said during the Q&A session. The company has been delivering a very solid operational execution month after month. We have been attracting volumes to our operation after the beginning of the year when we realized and were able to swiftly adjust our commercial dynamics to recover the fair share and market share. This has been a very healthy and positive dynamics in our operation. And our projects will continue in line with what we've got planned for the year and delivering on the relevant projects for the company, such as the first stage of the Mato Grosso rail and all the other commitments to do with modernizing, creating capacity at the company, both at the Paulista Network and any other fronts we work on. Safety and operating efficiency are not only our priorities, but almost an obsession. And they have been translated into practical results. You've been able to see both in terms of incident frequency rate, as Pedro said, as well as capturing efficiencies, especially energy efficiencies as we have been sharing with you through our figures. The company's financial position is very solid, especially considering the high interest rates. We've been able to issue and restructure our debt very creatively, very efficiently. So our maturities are well balanced. The cost of capital is also very healthy. So having said all that, our focus for the end of the year will be on delivering results, and we have been making adjustments according to what the market presents us with. We're highly focused on delivering on our commitments. And we are aware that there will be higher risks in the fourth quarter. But in financial and operational terms, we know that the company is pretty ready to absorb those, but we are already looking into 2026, and we're paving the way towards positive execution, delivering value to the company and our shareholders. That is Rumo's objective, and that is how we have been facing challenges. We are fully dedicated to making sure that in 2025, we deliver a solid year. Thank you all for joining us, and we'll see you at the next earnings release call. Thank you. Operator: Rumo's Third Quarter 2025 conference call is now concluded. Thank you for joining us, and have a great day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Ladies and gentlemen, thank you for standing by. Welcome to the Israel Discount Bank Third Quarter 2025 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded, November 17, 2025. If you have not yet done so, please access the presentation on the bank's website, investors.discountbank.co.il. I would like to remind everyone that forward-looking statements for respected company's business, financial condition and results of its operations are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated. Such forward-looking statements include, but are not limited to product demand, pricing, market acceptance, changing economic conditions, risks in product and technology development and the effect of the company's accounting policies as well as certain other risk factors, which are detailed from time to time in the company's filings with the various securities authorities. I would like to move first to Mr. Morris Dorfman, Executive Vice President, Head, Strategic and Finance. Mr. Dorfman, would you like to begin? Morris Dorfman: Yes. Thank you. Thank you all for joining us today. I extend my warm welcome to this investor call. Starting with Slide 2. Discount Group delivered strong Q3 results with net income of ILS 1.13 billion and ROE of 13.7%. Adjusted net income for one-offs amounted to ILS 1.25 billion, representing an ROE of 15.1%. Banking operations in Israel, comprising of Discount Bank and Mercantile recorded ILS 890 million and an ROE of 14.3%. Discount's cost efficiency ratio was 44% in Q3, while the cost-income ratio in the banking activity in Israel was slightly lower at 42.6%. Total credit in the group grew by 3.4%, accompanied by a solid credit quality metrics, while net interest income, NII, remained flat Q-o-Q. In light of these results, the Board decided to pay out 50% of Q3 net income. Moving to Slide 3. Despite 2 challenging years, Discount Bank has consistently shown double-digit ROE of 14% and stable net income. These figures exhibit the strength of bank and the resilience of the Israeli economy. At Slide 4. On the left side, 2025 GDP is now expected to grow by 2.5%. That said, Bank of Israel expects 2026 GDP to rebound notably with GDP growth at 4.7%. On the right-hand side, the job market remained resilient throughout this time, maintaining a healthy unemployment rate of 3.4%. On Slide 5, we summarized our credit portfolio growth and structure. In the third quarter, it's continuing its strong growth across most segments with a 3.4% growth rate quarter-on-quarter and 8.9% year-over-year. The corporate segment continued to show notable strength as credit grew by 5.6% quarter-on-quarter and 17.4% year-over-year. SME credit grew 1.6% and 4.6%, respectively, while household credit grew a healthy 4.3% Q-on-Q and mortgage grew by 2.2% Q-on-Q and 7.8% year-over-year. Operator: Mr. Dorfman, we can hear you. Morris Dorfman: Switching to Slide 6. This slide represents our credit portfolio quality. A stable economic environment is reflected in the consistent NPL ratio of 0.70%. The allowance ratio stands at 1.3% of total credit with a strong coverage ratio of 191%. On the right-hand side, credit loss expenses climbed to 28 basis points in the third quarter. The observed increase in provision is mainly due to 2 isolated corporate incidents made at Mercantile Bank amounting to approximately ILS 50 million. Excluding the Mercantile provisions, collective provisions amounted to almost 90% of all Q3 provisions, reflecting Discount's conservative stance on our credit portfolio. However, a 9-month year-over-year comparison revealed a decline in overall provisions as prior quarters exhibited comparatively lower provision levels. Moving to Slide 7 to discuss revenues. Total revenues increased by 0.9% Q-on-Q, while fee income grew by 2.5% Q-on-Q and 10.9% year-on-year, mainly from fees and commissions from financing activities. Net interest income, NII, slightly decreased by 0.2%, while CPI contribution remained stable. Ongoing pressure on lending and deposit margins is persistently eroding the bank's net interest margin. At the right-hand side, the income from regular financing activities decreased by 1.1% Q-on-Q despite a 3.4% expansion on our loan portfolio. Finance income declined primarily driven by the narrowing of credit and deposit margins. I apologize I had a problem with the line. I will move to Slide 8 to discuss expenses and cost-income ratio. Before we delve into this quarter figures, let's briefly review the bank's journey over the past decade, marked by significant improvement in its efficiency ratio from 67% to 52% post COVID and further reduction to 45 percentage following the divestiture of CAL. While they have come a far away, we think we can still improve our cost efficiency notably in coming years as we mentioned in our strategic plan announced earlier this year. Moving to Slide 9. Total expenses decreased by 3.8% quarter-on-quarter and by 1.2% year-over-year and the cost income improved to 44%. Salary expenses dropped 6% this quarter as we continue to maintain expense discipline. As previously communicated in the last quarter's report, the recently concluded wage agreement is expected to provide enhanced operational flexibility for management. Maintenance and depreciation expenses and other expenses are stable with changes mostly attributed to nonrecurring items. Moving now to Slide 10, you can observe our ample liquidity and diversified deposit base. On the left, you can see that 48% of our deposits are from our retail segment. On the right-hand side, our Tier 1 capital ratio stands at 10.47%, well above the 9.2% Bank of Israel requirements. Our liquidity ratios are well above the regulatory requirements, presenting a solid LCR of 1.7% and NSFR of 11.6%. Moving to Slide 13. I will briefly touch on our main subsidiaries, starting with Mercantile Bank that present a net income of ILS 234 million and ROE of 15.8%. The cost-income ratio stands at 37.5%. Mercantile grew its loan book by 7.6% year-over-year by a well-balanced portfolio. CAL is writing a net loss of ILS 88 million. The loss in the third quarter is attributed to the expenses related to the VAT assessment ruling, totaling ILS 137 million net and an increase in the Santam stock option provision of ILS 75 million after tax impact. As the VAT ruling loss recognized in the consolidated report in the previous quarter, CAL profit contribution amounted to ILS 40 million in this quarter. IDB New York Bank reported a net income of $24 million and ROE of 7%. The bank grew its loan book by 12.9% year-over-year and deposit by 30.9% year-over-year. To summarize my overview on Slide 12, I would like to emphasize the main takeaways from this quarter results. First, we delivered solid results with net income of ILS 1.13 billion and ROE of 13.7%. Second, our cost-income ratio dropped to 44%. Credit continues to grow at a healthy rate of 3.4% quarter-on-quarter and 8.9% year-over-year. Core Tier 1 equity remained stable at 10.5%, which allow further expansion next year, stable asset quality metrics with NPL ratio of 0.7%. The CAL sale is likely to boost our 2026 ROE by 1.2%, while stressing the Tier 1 ratio by 0.6%. And lastly, given our continued strong performance and the confidence we have in ongoing profitability, we announced a dividend payout of 50% of net income, reflecting a gross dividend yield of 5%. With this, I finish and would like to open to Q&A. Operator: [Operator Instructions] The first question is from Priya Rathod of Jefferies. Priya Rathod: I just have 2 questions, please. The first is on AUM, specifically for your small businesses section. There was a notable jump in AUMs quarter-on-quarter. Would you be able to give a bit more color on what is actually driving that AUM number, but then also what's driving the increase in the third quarter? The second question is on mortgages. Again, it was a really solid quarter in terms of growth in volumes, but how should we be looking at that number in the context of the sector data, particularly like the declining of new home sales? So I guess my questions are like what drove the higher mortgage volumes this quarter? And then how should we think about volumes going forward? Morris Dorfman: I didn't get your first question, but I will answer about the mortgages question, and then maybe if you can repeat the first one. So what's happening with mortgage as you understand, the real estate sector in Israel is at the moment, it's not moving too much. But most of the mortgages that have been sold this quarter -- the last quarter are one of the houses that were bought 2 years ago. there's this model in Israel when you pay 20% in advance and 80% just when the house is finished. So most of the people that bought houses about 2, 3 years ago, they took mortgages this year. So what you see now is the movement of money of the houses that we bought a couple of years ago. But I didn't hear your question -- the first question, I didn't understand the question. Priya Rathod: Yes. So the first question was on assets under management, AUM, particularly in the small business segment. There was quite a notable jump in AUMs quarter-on-quarter. I just wanted to ask what was -- what actually drives the AUM number and what drove the increase quarter-on-quarter? Morris Dorfman: Well, it's -- we don't see something special about the small businesses. It's part of our strategy, so we really focus on that. I can't say there's something unique in that. It's just our focus on this sector, if I got your questions right. Operator: The next question is from Chris Reimer of Barclays. Chris Reimer: Sorry if this was asked already, but how do you see dividends going forward in relation to the Bank of Israel announcement on the easing of restrictions for dividends? Morris Dorfman: Sure. So we -- of course, we had a discussion about it in our Board, and our thoughts and our decision is to be consistent in the way we pay dividends. So we thought it's better to keep the same level of dividend and not changing it every quarter. Therefore, we've chosen to pay 50%, and we plan to do it, of course, to keep the same in the future. Chris Reimer: Got it. And regarding expenses, aside from the divestment of CAL, do you see room for cost efficiencies in other areas? Morris Dorfman: Yes, of course, we -- well, as you know, it's part of our strategy to improve our efficiencies. So we're doing it both in bank and there's addition in -- Mercantile also working on that. And we're also examining what can be done together, Discount with Mercantile. And of course, also in IDB New York, there's also -- there's a new management team and they're working on new strategies, which will emphasize efficiency. Operator: [Operator Instructions] There are no further questions at this time. Thank you. This concludes the Israel Discount Bank Third Quarter 2025 Results Conference Call. Thank you for your participation. You may go ahead and disconnect.
Operator: Hello, and thank you for standing by. My name is Tiffany, and I will be your conference operator today. At this time, I would like to welcome everyone to the WaterBridge Third Quarter 2025 Earnings Call. [Operator Instructions] I would now like to turn the call over to Mae Herrington, Director of Investor Relations. Mae, please go ahead. Mae Herrington: Good morning, everyone, and thank you for joining the WaterBridge Third Quarter 2025 Earnings Call. I'm joined today by our CEO, Jason Long; our COO, Michael Chop Reitz; and our CFO, Scott McNeely. Before we begin, I'd like to remind you that in this call and the related presentation, we will make certain forward-looking statements regarding our current beliefs, plans and expectations, which are not guarantees of future performance and which are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from results and events contemplated by such forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements. Please refer to the risk factors and other cautionary statements included in our filings with the SEC. I would also like to point out that our investor presentation and today's conference call will contain discussions of certain non-GAAP financial measures, which we believe are useful in evaluating our performance. These supplemental measures should not be considered in isolation or as a substitute for financial measures prepared in accordance with GAAP. Reconciliations to the most directly comparable GAAP measures are included in our earnings release and the appendix of today's accompanying presentation. Prior to the closing of WaterBridge's initial public offering on September 18, 2025, WaterBridge completed the successful combination of its legacy entities, WaterBridge Equity Finance LLC, WaterBridge NDB Operating LLC and Desert Environmental LLC. Third quarter key operational metrics discussed today are presented on a combined basis and financial results discussed today are presented on a pro forma basis in accordance with Article 11 of Regulation S-X, assuming the combination and the IPO had occurred on January 1, 2024, with the exception of cash flow statement items, which are presented at the standalone entity level in accordance with SEC guidelines. I'll now turn the call over to our Chief Executive Officer, Jason Long. Jason Long: Thanks, Mae, and thank you, everyone, for joining us this morning for our first quarterly earnings call as a public company. We are proud to have brought WaterBridge to the public markets in September, listing on the NYSE and NYSE Texas and the largest energy sector IPO since 2019. We look forward to capitalizing on our momentum with a proven business strategy, a strong balance sheet and an unparalleled infrastructure that is well positioned to meet the ever-growing needs of current and future customers. The market's belief in our business model and enthusiasm for our listing was demonstrated with an upsized offering that was significantly oversubscribed and priced at the high end of the range. As this is our first earnings call, I'll spend a few minutes providing an overview of our business model before turning over to our COO, Michael Chop Reitz, to discuss our competitive advantages and why we believe WaterBridge is well positioned to create significant shareholder value in the near and long term. WaterBridge is a leading integrated pure-play water infrastructure company with operations primarily in the Delaware Basin, the most prolific oil and natural gas basin in North America. Our infrastructure network is comprised of approximately 2,500 miles of pipeline and nearly 200 produced water handling facilities capable of handling more than 4.5 million barrels per day of produced water. Produced water handling is critical to enabling oil and gas development in the Delaware Basin. Every barrel of oil brought to the surface is accompanied by multiple barrels of produced water. And without efficient, reliable and environmentally responsible systems to gather, treat, transport and dispose of the water, production simply cannot continue. The scale of the Delaware Basin makes this challenge even more complex, enormous volumes, long distances, evolving regulatory considerations and the need for continuous operational uptime. Effective produced water infrastructure not only keeps oil and gas wells flowing, but also protects freshwater resources, reduces truck traffic and emissions and enables E&P operators to plan, invest and grow with confidence. It is one of the quiet but essential backbones of the nation's energy economy. Today, produced water handling comprises approximately 90% of our revenue derived from fixed fee contracts for the transportation, treatment handling and disposal of produced water. Our Water Solutions business, which includes fees received from sales of brackish water, recycled and produced water and our waste management business, which receives fees from disposal of industry waste, provide the remainder of our revenue. I'd like to conclude by saying that we're excited to bring this company to the public markets and begin the next chapter in our evolution. This step allows us to broaden our partnerships and align with public equity investors who share our long-term vision and commitment to disciplined growth. As the importance of produced water infrastructure continues to expand alongside development in the Delaware Basin, we believe we are exceptionally well positioned to drive value through scale, reliability and innovation. I'd like to now hand it over to Chop to talk through some of those advantages in a bit more detail. Michael Reitz: Thanks, Jason, and thank you all for joining us today. As Jason mentioned, we see several key advantages for our business over the long term. First, our infrastructure and produced water solutions are best-in-class with substantial scale, strategic location, high operational efficiency and fit-for-purpose measurement and monitoring capabilities. Second, our access to underutilized pore space supports new and continued produced water handling capacity, which we believe is key to supporting the expected future growth of produced water in the Delaware Basin. We have secured significant access to pore space through our relationship with LandBridge, an active land management company with more than 300,000 mostly contiguous acres in the Stateline region of the Northern Delaware Basin and a 64,000 acre AMI with Texas Pacific Land. Our relationships with LandBridge and TPL provide contractually agreed upon access to economic properly managed pore space as well as access to surface acreage for the continued build-out of our strategically located infrastructure network. Third, we provide industry-leading flow assurance. Our infrastructure network has built-in operational redundancies to provide customers with uninterrupted water management solutions. Combined with our access to real-time monitoring through our best-in-class control room and proprietary forecast management software wave, we are able to provide reliable flow assurance, which is a critical priority for our E&P customers. Fourth, we prioritize long-term relationships with a diversified customer base that includes some of the largest and most active producers in the Delaware Basin. Our fixed fee contracts typically span 10 to 15 years with acreage dedications or minimum volume commitments in certain cases and annual fee escalators tied to the CPI or similar inflation index for substantially all the contracts. Our customer base is diversified with no customer representing more than about 17% of revenue. This insulates us from volatility tied to individual customer activity levels and provides us with broad visibility into future activity levels, which allows us to forecast our business with a high degree of confidence. And finally, WaterBridge is committed to responsibly managing produced water. We work collaboratively with E&P customers as well as the Texas Railroad Commission, providing feedback as well as pressure and seismic data to contribute to constructive solutions for responsible long-term produced water management. Beyond supporting energy production, we are also actively exploring opportunities to expand our operations to serve customers across a wide range of industries, including water needs for data center cooling and beneficial reuse of produced water. Now turning to our activities this quarter beyond the IPO. We continued our commercial momentum, bringing the previously announced bpx Kraken project online at the beginning of the third quarter. This project features a 10-year minimum volume commitment from bpx and supports sustainable water solutions for their long-term development plans in the Stateline region of the Delaware Basin. The project is constructed to include the initial produced water handling capacity of approximately 400,000 barrels per day with the ability to increase that capacity to approximately 600,000 barrels per day. We also announced our final investment decision for the first phase of the Speedway pipeline project, which will connect oil and gas developments in the Northern Delaware Basin to out-of-basin pore space owned by LandBridge in the Central Basin Platform. This transformational project garnered strong industry demand from both new and existing customers, demonstrating the need for reliable out-of-basin solutions for growing New Mexico volumes. Construction is underway, and we expect an in-service date mid-2026. Before I turn things over to Scott, I just want to reiterate that we're excited to begin this journey as a public company, and we're looking forward to growing and creating sustainable value for our new public shareholders. Now I'll turn the call over to Scott to take you through some of our financial results in more detail. Scott McNeely: Thanks, Chop, and good morning, everyone. We're pleased to deliver a strong first public quarter. Combined produced water handling volumes for the quarter were 2.5 million barrels per day, representing quarter-over-quarter growth of 7%. Sequential volume growth was driven by new volumes coming online on our bpx Kraken infrastructure and continued organic growth across our existing contract portfolio. Pro forma revenue for the third quarter increased to $205.5 million, up 8% compared to last quarter, driven mainly by the previously discussed increase in volumes as well as by increased rates in the period. Pro forma net loss was $18.7 million for the third quarter and pro forma adjusted EBITDA was $105.7 million, with pro forma adjusted EBITDA margin of 51%. Regarding capital structure, we received net proceeds of approximately $673 million from our IPO, which were used to strengthen our balance sheet and position us for future growth. We ended the quarter with total liquidity of $547 million, including cash and cash equivalents of $347 million and $200 million of undrawn legacy revolving credit facility. As of September 30, we had approximately $1.73 billion of borrowings outstanding associated with our legacy entities. Since the end of the third quarter, we streamlined and optimized our balance sheet through an inaugural $1.425 billion senior notes offering that closed in early October, increased our liquidity -- increasing our liquidity and decreasing our annual interest and amortization expense burdens. Concurrent with the senior notes offering, we put in place a new revolving credit agreement, replacing $200 million in legacy undrawn senior secured credit facilities with a new undrawn $500 million senior secured revolving credit facility maturing in September of 2030. Our disciplined approach to our capital allocation framework is designed to balance our top priorities, which are: first, to build out our water infrastructure network and commercial relationships. This includes organic growth, which we have been able to achieve at very attractive multiples as well as highly accretive acquisitions and expansion opportunities. Second, to maintain a conservative balance sheet to ensure maximum financial flexibility over time with a long-term leverage target of less than 3x. And finally, to potentially return capital to shareholders, which could include dividends as well as opportunistic share repurchases in the future. A quick note on guidance before we take your questions. We anticipate providing 2026 guidance concurrent with our fourth quarter and full year 2025 earnings call. To conclude, we're pleased to report a strong first public quarter. With the expansion of our network, including the opening of the bpx Kraken pipeline and the advancement of our Speedway pipeline project, we are well positioned to support the growing demand for water handling in the Delaware Basin. Our business is underpinned by high-quality assets, strong contracts and customer relationships, attractive operating margins and predictable cash flows, which allow us to continue driving profitable growth and creating long-term value for our shareholders. Operator, we'd now like to open up the line for questions. Operator: [Operator Instructions] Your first question comes from the line of Theresa Chen with Barclays. Theresa Chen: Would you be able to provide some color on the level of demand you're seeing for Speedway for additional phases at this point? If you were to upsize the project, what would the magnitude be? And how much more CapEx would that require considering it would likely be pump work rather than looping? And what kind of build multiple would additional phases see? Michael Reitz: Yes. Thanks, Theresa. I can take the first part of that question. We're seeing a lot of demand for the Speedway project. We were oversubscribed on the first phase, which can get that capacity up to 500,000 barrels a day. The additional line, we can add an additional 500,000 barrels a day, and we're working with customers currently on what the final route for that will be. So I can't really speak to an exact CapEx number, but we do think it will be less than the initial CapEx for Speedway Phase 1. Jason Long: Yes. And Chop, if you were to think through the build multiple there, it's probably 3 or 4x conservatively speaking, with upside? Michael Reitz: Yes, that's right. Theresa Chen: Great. And maybe just zooming out a bit, looking at the broader basin and the forward trajectory for growth, can you provide some color on your view on the macro backdrop over the near to medium term, given the volatility we've seen in the forward price outlook, what have recent conversations been like with your producer customers? Have you seen any shifts in tone or concrete plans impacting demand for WaterBridge's services? Scott McNeely: Yes, Theresa, I'll take that one. I would say we're in a fortunate position with the bulk of our growth expected to come out of the Stateline in New Mexico to be much more insulated than the rest of the Lower 48. A couple of points I'd hit is first, and just to make sure we can level set on this, the expectations we set forward with investors and with you all during the IPO process was already very much calibrated for the current commodity price environment. So as it relates to go-forward expectations, [ no, call it ] meaningful shifts just based on more recent news. But second, you think through the growth expectations we are expecting to see over the next several years, it's important to keep in mind that the vast majority of that is going to be underpinned by minimum volume commitment backed contracts that are both coming online and ratcheting up over the next several years. And so there's a lot of certainty there that certainly helps provide some cushion relative to some of the concerns some other companies have voiced over. But I would say lastly, the real benefit of kind of water here, again, particularly in New Mexico, is it is critical to enable production. You're seeing water volumes grow at meaningful rates, and you're seeing the demand for our services grow even above those water growth rates as a byproduct of, one, recycling no longer having the ability to absorb the bulk of produced water growth in New Mexico; and two, so much of that legacy capacity along the Stateline starting to decline as a result of pore pressure issues. And so despite kind of the macro backdrop and despite a lot of the chatter, I think we're incredibly well positioned not just to deliver on the growth that we set forward during the IPO process but [ outdeliver ]. Operator: Your next question comes from the line of Eli Jossen with JPMorgan. Elias Jossen: Just wanted to start on the competitive landscape. I know we've seen a little bit of change there, but obviously, you guys have some of the best acreage on the Stateline. So I just want to get a sense of how discussions have gone with producer customers, more opportunities that you guys are seeing and what that landscape looks like right now? Scott McNeely: Yes. No, thanks for the question, Eli. No, I mean it's -- I would say, commercially, we've got an abundance of traction, obviously, wrapping up Kraken earlier this year, FIDing Speedway, also getting the Devon contract announced alongside their second quarter earnings earlier this year. So we've seen an abundance of success. And like I mentioned in response to Theresa's question, the demand is still very much there, and there are a number of producers really looking for those kinds of long-term large-scale flow assurance solutions, particularly for growth that's expected to come out of New Mexico. And so certainly, there are certainly others that are in discussions with a lot of these producers. But ultimately, in discussions with E&Ps, there are really 4 things that they're looking for. They want to make sure they're partnering with, one, prudent operators with experience; two, a company with the balance sheet and the ability to scale and grow alongside them; three, assets at scale today to be able to support large-scale development campaigns that we're seeing; and four, access that differentiated pore space that provides the maximum flow assurance with the least amount of risk. And typically, as we work through those 4 items, we typically come ahead of our peers as we kind of think through competing for business. Elias Jossen: That's awesome color. Maybe just on the contract rate outlook. I mean, I know we're seeing what I would expect sort of rates move up, especially on these large projects that you're announcing. But can you just talk about what the sort of new contracting and portfolio rollover looks like compared to the base business, how the rates, particularly in the Delaware compare and kind of the outlook there? Scott McNeely: Yes. I mean we're fortunate where we've seen a meaningful increase in rates in some of these more deals -- more recent deals that we've been able to wrap up. Part of that is a byproduct of underwriting just larger capital programs. And I think part of that is also a recognition that premium derisked flow assurance is worth a higher price than the rock bottom pricing that E&Ps were chasing 5-plus years ago. And so it's certainly going to continue to accrue to our advantage. And while we have, I would say, no material near-term contractual walls or kind of renewals that we're working through, as we see bpx Kraken come online, we see Speedway come online, we see Devon come online as well as a lot of these other opportunities that we're working through, you're going to see the average unit level revenue and operating margin on a per barrel basis increase across our company. Operator: Your next question comes from the line of Derrick Whitfield with Texas Capital. Derrick Whitfield: For my first question, I wanted to focus on the 1918 surface acquisition LandBridge announced earlier -- or closed and announced that earlier today. But specifically, to what degree could the pore space value of that asset on the East side be driven by WaterBridge versus industry? And over what period as you think through water disposal dynamics in the basin? Scott McNeely: Yes, it's a great question. As we mentioned earlier in discussing 1918 from LandBridge's perspective, I'll just repeat, I think a key point, which was this is an acquisition that, again, was designed to unlock new surface, to unlock new pore space contiguous to LandBridge's East Stateline Ranch, not just as a benefit to WaterBridge, but really to the industry and all the other players looking for access to pore space. Now as we kind of think through this through the lens of WaterBridge, there's clearly option value there for WaterBridge to access that surface and that pore space in the future if there's a commercial justification for that. And it's -- geographically speaking, it's close to some offsetting WaterBridge infrastructure. So we could access that pore space from WaterBridge's perspective at a fair economic -- on a fairly economic basis there. But as it sits today, no near-term plans for WaterBridge to construct infrastructure on 1918. Derrick Whitfield: Great. And then for my follow-up, I wanted to touch on just the beneficial reuse case and the opportunity you guys see. If I think about your prepared comments on beneficial reuse for both data centers and other industries, how large of a lift would that be for your organization? And could you operate that business with similar margins as it were tied to produced water disposal? Scott McNeely: Yes, I'll take this one as well, Derrick. This is an opportunity that we're very, very excited about. I mean, as we and others have spoke to, West Texas is certainly blowing up as it relates to its attractiveness for both power and for digital infrastructure. And as we all know, one of the real advantages is the access to water as it relates to cooling that. And it's not just that brackish water in the ground, but it's also the potential to redeploy produced water that's treated and used for cooling rather than being disposed of. So this is something that we're actively looking at. We're actively in conversations with counterparties on today from WaterBridge's perspective. We would certainly pursue or explore treating that ourselves as well as options with partnering with third parties. And ultimately, we would go with, I think, with what makes the most sense for both our business relative to the margins and the incremental lift in any capital requirements as well as weighing that with the demands of the customer. And so it hasn't been, call it, formally set as it relates to our approach on how to tackle that yet. But I think what's important to take away is, one, we're trying to be very thoughtful about the ultimate approach there; and two, regardless of that's done in-house or if that's done via partnership, we would expect a meaningful economic uplift for WaterBridge. Operator: Your next question comes from the line of Kevin MacCurdy with Pickering Energy Partners. Kevin MacCurdy: For my first question, I wanted to ask about the volumes on the Kraken side. How much of the initial 400,000 barrels a day is filled up currently? And what does that ramp look like over the next few quarters? And anything you could provide on the time line for Phase 2, which is the additional build-out of 200,000 barrels a day? Michael Reitz: Yes. Thanks for that question. So the initial capacity is probably taken about -- from a pipeline standpoint, about 50% to 60% by bpx depending on their development cadence. And we will -- we do expect that to increase materially over the next several years as those MVCs ratchet up. The additional 200,000 barrels a day that can be added to that system will not be added immediately. We will add that when the commercial need is justified. Kevin MacCurdy: Great. Appreciate that. And then as a second question, I wonder -- I mean, you kind of have a slide on this in your deck, but I wonder if maybe big picture, you can explain some of the big regulatory reforms that have happened in Texas as far as permitting and how you think that might be a tailwind or how WaterBridge is well set up for that? And then just do you have any view on how the regulatory environment could change for both Texas and New Mexico into the future? Michael Reitz: Yes, I'll take that one as well. So we've got a great relationship with the Railroad Commission as well as industry and working through a lot of these new permitting guidelines and practices. What you'll see is the way that WaterBridge has typically approached permitting is very similar to the way that the Railroad Commission is now guiding people to approach permitting. So we really haven't had -- it hasn't affected us negatively mainly because of our approach to spreading out our injection facilities and how we view the subsurface. So yes, we think that it's not going to affect us while it could affect others if they didn't have that access to vast amounts of undeveloped pore space like we do through LandBridge. And then just speaking to New Mexico, I really can't speak to that. It's a very volatile regulatory environment, as you may be aware, but Texas is favorable. And again, we have a great relationship with them. I don't see anything drastic happening there, though. Operator: Your next question comes from the line of Praneeth Satish with Wells Fargo. Praneeth Satish: Maybe just to elaborate on kind of the data center opportunity here. Like if we were to try to come up with a TAM, I mean, I assume the cost to treat water is going to be quite high, maybe supporting a tariff of over maybe $2 a barrel. Is that reasonable? And then maybe if you could just give us a sense of how many data centers are around your footprint that you could service? How would you get the water to these data centers? And any types of kind of rule of thumbs of how we should think about how much water is needed per gigawatt of capacity? And finally, just what's a realistic time line to see some of these deals get FID-ed? Scott McNeely: Praneeth, thanks for joining. Thanks for the question. Yes, it's a fantastic way to look at, and there's obviously still quite a bit that's moving around in the landscape in West Texas. I would say both the quantity of water that is used for a single, call it, 1 gigawatt facility plus power as well as the number of those that will ultimately be in West Texas is a bit of a moving target, although I would say clearly, we expect the demand to be very robust, and that's not just driven off of the successful commercial progress that LandBridge is making, but zooming out, it's really the progress that the broader industry is making in West Texas attracting those kinds of opportunities. We have heard different figures as it relates to the amount of water that's needed for a 1 gigawatt opportunity. That could be 100,000 to several hundred thousand barrels a day, and the range could be potentially even wider than that, just depending on the technology that's used. As you kind of alluded to, the ultimate rate that would be needed is going to vary depending on the amount of water as well as the level of treatment that's needed. So it's very challenging to say that the opportunity set today could represent hundreds of millions of dollars of EBITDA potential for us at WaterBridge because it's a fairly wide goalpost at the moment. But I think what's exciting is very few players out there have the infrastructure of scale, the expertise with water or the quantity of water, the kind of concentrations that we have to be able to deliver this type of solution. And I think as a result of that, we put ourselves in a very advantageous position as it relates to these kinds of discussions. And when appropriate and as we continue to make progress, we'll certainly circle back and share more of those details. Praneeth Satish: Got you. That's helpful. And then maybe shifting gears, if you could just talk about kind of your approach to securing MVCs for Speedway Phase 2. Will you aim for a similar level of commitments as Phase 1? And then how do you think about balancing MVCs versus overall returns? I know that you're saying the build multiple is very attractive already at 3 to 4x. But could it get even more attractive if you reduce the MVC requirements there? Just trying to think about that trade-off. Scott McNeely: Yes. No, it's a great flag, and it's a great way to think through the balance between underwriting a project with MVCs versus leaving ourselves some upside. When we think through the MVC volumes relative to the size, call it, the potential capacity of the system for Speedway, call it, 3 years in, you're looking, call it, 60% to 65% MVC driven, so -- relative to its capacity. So clearly, some ability to go out and capture incremental volumes that depending on the market at the time, could be at a meaningfully higher rate than those MVCs. And so the way we kind of balance it from our side is we take a look at a number of factors, including the customer concentration on the project, the scale of the project, call it the macro landscape, but call it the ability to kind of commercialize the asset with other E&Ps kind of in and around that area on the same set of assets. And we weigh all of those. And ultimately, we decide to scale the project and scale the MVCs to ensure we're providing effectively an asymmetric risk profile where our downside is protected, but there's as much upside as we can possibly capture. Operator: That concludes our question-and-answer session. I will now turn the call back over to Scott McNeely for closing remarks. Scott McNeely: Yes. Thanks again for joining us today on our first WaterBridge earnings call. To echo both Jason and Chop's comments, we're very excited about the success of the IPO and the ability to bring this company to the market and partner with like-minded investors who are excited about the growth of water infrastructure in West Texas and New Mexico alongside what is a very thriving oil and gas industry. And so we look forward to staying synced up. We are very much focused on transparency. So we ask if there are any questions, please feel free to reach out, and we'll get back to you as soon as we can. Otherwise, we look forward to touching base with you all with year-end results. Thank you. Operator: Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect.
Operator: Good morning, ladies and gentlemen, and welcome to the NRx Pharmaceuticals' Q3 2025 Earnings Conference Call. [Operator Instructions] This call is being recorded on Monday, November 17, 2025. I would now like to turn the conference over to Matthew Duffy, Chief Business Officer. Please go ahead. Matthew Duffy: Thank you, Joelle, and welcome, everyone. Before we proceed with the call, I would like to remind everyone that certain statements made during this call are forward-looking statements under U.S. federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially from historical experience or present expectations. Additional information concerning factors that could cause actual results to differ statements made on this call is contained in our periodic reports filed with the SEC. The forward-looking statements made during this call speak only as of the date hereof, and the company undertakes no obligation to update or revise forward-looking statements. Information presented on this call is contained in the press release issued this morning and in the company's Form 10-Q, which may be accessed from the Investors page of the NRx Pharmaceuticals, Inc. website. Joining me on the call today are Dr. Jonathan Javitt, our Founder, Chairman and CEO; and Michael Abrams, our Chief Financial Officer. We'll provide an overview of our company's progress as reported in today's 10-Q, following which Mike will give a review of the company's financials and results. Following their prepared results, we'll address investor questions. Jonathan as having a couple of technical issues this morning, so I'll start us off. Since the beginning of the third quarter, NRx has made transformative progress in developing our business. We have advanced each of our programs with drug approvals applications in process for KETAFREE, NRX-100 and NRX-101. It also expanded our NRX-101 pipeline and closed on multiple acquisition targets for a network of interventional psychiatric clinics HOPE Therapeutics. In conjunction with closing our first clinics, we now are now generating revenue and on a path to a highly promising company. The point of our call today is not 3 weeks of revenue from a single clinic just a few hundred thousand dollars that hit our third quarter income statement. Rather, it's the revolutionary and generational shift that we see in the treatment of severe depression and PTSD today, along with the potential to use the same technologies to treat traumatic brain injury, autism spectrum disorder, Parkinson's and even cognitive decline in coming years. This past quarter has been a watershed moment in that generational shift from our perspective. Lastly, a group of highly respected scientists presented real-world data showing an 87% treatment response and 72% remission from severe depression following a single day of treatment with a newly developed TMS for transcranial magnetic stimulation and a low dose of D-cycloserine or DCS. Note that the active ingredient in NRX-101 is also DCS. This allocation comes on the heels of a well-controlled clinical trial in which DCS was shown to more than double the effect of conventional TMS in treating both depression and suicidality. Rather than rely on this call, we urge you to read the underlying science, referenced on our website on the Publications page. As we announced last week, our company HOPE Therapeutics is the first one to deploy this ONE-D protocol in Florida in partnership with Ampa Health and we're actively partnering with its established clinics and seeking to open new clinics in Florida and nationwide. The scientists involved in that trial will be the first to say that there is not the only TMS machine capable of affecting a 1-day Theta-burst protocol. However, no drug other than DCS so far has demonstrated the augmentation of TMS in the literature. Accordingly, this quarter's results should be viewed as seeing the first green shoots come out of the ground, not as an indication of whether these shoots will ultimately be a bush or a giant tree. We anticipate that our growing enterprise will be far easier to discern by our next conference call. As you know, we have been working with DCS since our founding in 2015, and our Co-Founder, Dr. Daniel Javed, began research with this class of compounds in 1987. NRx holds rights to more than 70 patents around the world that relate to the use of DCS in treating depression, PTSD and other life-changing brain disorders. We have extensive experience in the formulation and stabilization of this highly challenging and unstable molecule. A breakthrough therapy designation IND opened with the FDA and manufactured drug in our warehouse that is actively being deployed in an expanded access protocol to enable doctors to replicate last week's dramatic ONE-D findings. Although a raft of compounding pharmacies are offering DCS for sale in response to these dramatic scientific results, we will be releasing chromatography and other foundational science demonstrating the need for manufacturing controls that are essential for preventing rapid degradation of DCS and the formation of various impurities, controls and techniques. We have devised over nearly 10 years of active preclinical and clinical development. The reason to be excited about combining DCS, which is a highly neuroplastic drug along with TMS, which is also a neuroplastic therapy, is not the simple notion that 2 neuroplastic treatments may be better than 1 as in one plus one equals to two. Rather, the scientific legacy of leaders in the field increasingly proves the drugs such as DCS, make the brain cells far more receptive to TMS and other neuroplastic therapies, akin to fertilize in the field as you plant the seeds. For those who are new to this conversation, neuroplasticity is the process by which brain cells are constantly growing new connections to other brain cells. In a digital computer, transitors are always turning on and off under the control of software but the circuits stay the same. In the brain, those transistors are neurons, polarized and depolarizes, the cellular equivalent turning on and off, but also constantly form new connections and prune those connections to other cells. That's called neuroplasticity. Over the past 20 years, we have come to understand that the loss of neuroplasticity in different parts of the brain is at the root of depression, PTSD, autism spectrum disorder and other conditions that I've mentioned. And Dr. Javitt's 45 year medical and scientific career, predominantly focused on the visual access of the brain, the last time he was involved in technological change that this profound was introduction of the first anti-VEGF drug to treat macular degeneration that led to a whole generation of injectable eye drugs that forever changed the potential for people to preserve their site in the face of previously hopeless and blinding conditions. In our view, we are witnessing a similar tectonic split shift in the neuroplastic drugs, devices and digital therapeutics are being combined to transform the treatment of severe depression of PTSD today and the brain diseases that affect more than a billion people on the planet tomorrow. The dose publishing this science are correct, it is likely that oral antidepressant drugs with their life-threatening complications, their effects on disfiguring weight gain and sexual dysfunction, their propensity to cause suicidal ideation and their dismal 30% success rate may lose their places first-line treatment for those with life-threatening brain diseases. More importantly, this generational shift in our understanding will finally cause us to abandon the notion of brain diseases that result in behavioral symptoms such as discretion and anxiety are biologically different for brain diseases that cause Parkinson's or cognitive dysfunction and that the patients who suffered these supposedly behavioral health problems are somehow less deserving of medical care than those who suffer from other neurological or CNS diseases. One reason we founded HOPE Therapeutics was to have the ability to directly engage the payer community in this changing paradigm. That brings us to corporate and financial results achieved in the past quarter and the objectives we think are meaningful over the coming quarters. Our quarterly report reflects only the first 3 weeks of revenue from our first 2 clinics. By year-end, we anticipate growing from 2 clinics to 6 or more clinics within our current orbit, and we expect these revenues to demonstrate strong growth over the coming quarters as we integrate the clinics, help grow them and add to their numbers. Most importantly, the historic revenue is based on ketamine treatment sessions and traditional TMS treatment sessions that are generally reimbursed at less than $500 a session. Much of our future growth is likely to be focused on day and shrug shorter short-term multi-modality treatments with rapid clinical results that are already reimbursed by payers at higher levels. To give you just one of many real-life illustrations of why this is economically viable, considering the situation of a highly trained essential first responder, who is suffering from depression and PTSD. In many cases, antidepressants are incompatible with a return to duty. For many frontline roles, this is a disqualification. Hence, the desire of the patient and the family for relief from a debilitating and life-threatening new addition aligns with the urgent need of military, law enforcement, emergency services and other organizations to maintain their force readiness. The financial and other resources -- financial and other resource costs of replacing frontline personnel is astronomical. While medical insurance decisions are often made by the executives who many Americans view as not caring enough about the individual, health insurance payment policies are increasingly dictated by the employers who pay the premiums and who care deeply about their ability to maintain a workforce in whom they have invested. Often the decision makers at that level are the military leaders, police and fire commissioners and others who have come up through the ranks and we think about their people first. When Dr. Javitt presented last month at Fort Belvoir to a room containing generals, admiral and elected officials. He sat with a senior adviser to the Secretary of the Veteran Affairs Administration who reminded of the public statements from the VA that stopping veteran suicide is in their -- is their top priority. We hope to release a video of that briefing to you in the coming weeks. Our balance sheet is considerably stronger than it was at the end of the second quarter, owing in part to the support of long-term health care specialist investors who joined us during the third quarter and purchased common stock with no warrant overhang, no pricing provisions and no convertible debt feature. At this point, NRx has secured operating capital that is anticipated to be sufficient to fund drug development operations through 2026. Additionally, as just noted, we expect to continue to add revenue from the clinical operations and believe it is likely that we will see revenue from sales of ketamine under an ANDA in mid-2026. As you can see from our balance sheet, and as Mike Abrams will be discussing in greater detail later, we are well positioned to achieve numerous milestones on both sides of our business with existing cash. Our goal in doing so is to substantially enhance shareholder value while advancing our mission of bringing HOPE to life. Now let's review each program, starting with our preservative free ketamine -- which was previously required a toxic preservative, which is benzethonium chloride to maintain stability and sterility. Our stability data remains on track for a 3-year room temperature shelf life. We're pursuing 2 parallel approval processes, a generic pathway and an innovative pathway using 2 different formulations to prevent price confusion. As you saw in August, FDA ruled that those 2 formulations create 2 different drug identities. The first pathway is a new drug application or NDA for NRX-100 in suicidal ideation for patients with depression, including bipolar depression. The second is an abbreviated new drug application or ANDA to make KETAFREE available for ketamine's existing generic indications. NDA preparation is nearly complete, and we anticipate transmitting the entire submission in the coming weeks. The key development is that we are adding more than 60,000 patient encounters of real-world efficacy data, which demonstrates statistically significant advantages of intravenous ketamine over nasal S-ketamine. Combined with the data from U.S. and European trials in more than 1,000 patient participants, we believe this to be a compelling case for efficacy. This will be an important step forward for both the company and for patients suffering from suicidal depression. There's currently no medication approved for treating suicidal ideation and the SPRAVATO label clearly states that it has not been shown to be effective for reducing suicidality. The only current alternative is for patients with suicidal ideation is ECT or electroconvulsive therapy. As you know, the PCORI trial, which is posted on our website, demonstrated a 30% incidence of memory loss with ECT and none with IV ketamine. And what we feel is a strong validation the FDA granted to us and expand Fast Track designation in August to now include all patients with suicidal ideation and depression, including bipolar depression. Suicidality is a massive problem in the U.S. The fact -- in fact, the CDC estimates that nearly 13 million Americans seriously consider suicide each year, and this leads to an American dying from suicide every 11 minutes. Our leadership team was invited to Fort Belvoir last month where we presented to senior military and veterans affairs leaders and will be repeating the briefing at VA headquarters and Nellis Air Force base to the Air Force leadership. As Secretary Collins has said publicly stopping veterans suicide is his top priority. In June, the FDA created the commissioner's national priority voucher program that affords substantially faster review times of 1 to 2 months versus the standard 10- to 12-month review, enhanced communication throughout the review process and creates potential for accelerated approval of NRX-100. Commissioner Macri has publicly stated the safe and effective drugs to prevent suicide are a top priority for him. More importantly, after some publicly reported personnel changes, the FDA centers for drugs now as a leader has been long-term proponent of accelerated approval for life-saving drugs that meet an unmet medical need. To receive a CNPV, a product must meet at least one of the following criteria: address the U.S. public health crisis, address a large unmet medical need, deliver more innovative cures for the American people, reassure key strategic drugs to the U.S. or reduce health care costs. NRx meets all of these criteria. In Q3, we filed an abbreviated new drug application for ketamine with priority review requested. We call this product KETAFREE. After meeting with the FDA in August of 2025, we've refiled the ANDA following FDA notification of the suitability position for NRx's proposed strength of KETAFREE. Last week, we received a communication from FDA, noting no significant deficiencies in the revised KETAFREE filing, and we believe the filing is on track for second quarter PDUFA date or generic -- that's a generic drug equivalent of a PDUFA date. The company has additionally submitted a citizen petition seeking to have benzethonium chloride, a toxic preservative included in all currently approved ketamine products for antiquated reasons, removed from all presentations of ketamine. This preservative is the subject of a detailed toxicology report we have published, which details the concerns that led FDA to ban BZT from topical antiseptics and hand cleansers. Notably, benzethonium chloride does not categorized by FDA as GRAS or generally recognized as safe. This report has been submitted to the FDA in support of our citizen petition. As a preservative-free formulation ketamine is an important invention, we have filed a patent application with the U.S. patent in the Tradmark office to protect our intellectual properties surrounding this product. The existing generic market for ketamine has been projected at approximately $750 million. And we believe KETAFREE made in the U.S. and often without any toxic preservatives offers patients and clinicians a superior option. We'll continue to work diligently with the FDA to move our application forward as rapidly as possible and provide a safer version of this critical product to the American public. Our program around NRX-101, our oral combination of D-cycloserine and lurasidone took an extremely positive and unanticipated direction as outlined in the opening. As you know, we received breakthrough therapy designation for this drug in the treatment of suicidal bipolar depression and continue to advance that agenda. Our manufacturing data is on file with stability trending towards 5 years, and we have 1 million doses in the warehouse. There are more than 7 million patients suffering from bipolar depression in the U.S., and many of these are at risk of akathisia, a terrible side effect caused by serotonin active or SSRI drugs that is closely related to suicide. These patients are a tremendous risk of self harm. We have demonstrated statistically significant superiority of NRX-101 over lurasidone to this current standard of care in reducing suicidality and akathisia in 2 well-controlled trials. Both NRX-101 and lurasidone are potent antidepressants and one of those trials also demonstrated superiority in reducing depression. Remember that we are comparing to a known effective drug, not placebo. Because of the huge unmet need, we are optimistic that FDA will be receptive to an application for accelerated approval in the 600,000 patients who suffer from suicidal ideation in bipolar depression, despite treatment with a currently approved medication. A few days ago, a new Director of the FDA Center for drugs was appointed who pioneered the accelerated approval pathway and has been a staunch to advocate for early approval of medicines for life-threatening conditions for which there is no currently available therapy. Last week, we saw a publication of the exciting and unanticipated finding that low-dose D-cycloserine, again, the active ingredient in NRX-101, when combined with a ONE-D protocol of TMS. Recently, there's been exceptional interest in the use of DCS, the active component to enhance the efficacy in the treatment of depression. D-cycloserine, like ketamine, blocks the NMDA receptor and enhances neuroplasticity. Recently published real-world data provides confirmatory evidence seen in a prior randomized controlled trial that low-dose DCS more than doubles the antidepressant effect and anti-suicidal effect of TMS. Unfortunately, DCS alone is contraindicated in patients with depression, which may impact willingness of patients and practitioners to use this new protocol. Importantly, NRX-101 while including DSCS in its formulation, does not carry this contraindication. As the addition lurasidone blocks the effect of the NMDA inhibition in one key side effect. This creates a significant need for development of NRX-101 for the use of -- in conjunction with TMS to treat depression, PTSD and other disorders. We have more than 25,000 manufactured doses of NRX-101 at the appropriate strength on hand and launched a nationwide expanded access program to enable physicians to access this medication at no charge to the patient under expanded access and federal right to try laws. A confirmatory Phase 3 trial of NRX-101 to augment the effects of TMS is planned for early 2026. The market estimate for this newly validated indication for NRX-101 is in excess of $1 billion. On September 8, 2025, HOPE Therapeutics initiated revenue generation upon closing of its acquisition of Dura Medical clinics located in Naples and Fort Myers, Florida. HOPE subsequently added Cohen and associates in Sarasota, Florida, another revenue-generating EBITDA-positive clinic to the HOPE network. Dr. Rebecca Cohen, Founder of Cohen and associates has been appointed as HOPE's Medical Director. Last week, HOPE was the first organization in Florida to launch 1-day TMS treatment for severe depression and ONE-D protocol using the Ampa TMS device. The ONE-D protocol has been reported in the peer-reviewed literature to achieve 87% response and 72% remission from severe depression at 6 weeks. Following a single day of TMS treatment combined with D-cycloserine, focus in the process of adding 3 more facilities this year and is in an active discussion with numerous acquisition opportunities around the country. With our significant advances in the third quarter and a committed investor base, we believe we are better positioned than ever in our history to build shareholder value and to address the national crisis of suicide. We will do everything in our power to continue bringing HOPE to life. With that, I'll turn it over to Michael Abrams, our CFO, to review our financial results for the third quarter. Mike? Michael Abrams: Thank you, Matt. For the 3 months ended September 30, 2025, the company reported a loss of operations of $4 million versus a loss from operations of $3 million for the comparable quarter in 2024, the difference is primarily attributable to $800,000 of additional research and development expenses to support our FDA initiatives for NRX-100 and NRX-101, including the previously discussed and submission for preservative-free IV ketamine, and $400,000 of additional general and administrative expense which included our efforts to close, operate and identify clinic acquisition targets for HOPE. As of September 30, 2025, NRx Pharmaceuticals had approximately $7.1 million in cash and cash equivalents Including approximately $3.1 million from a subscription receivable for which the company received the cash in early October, total cash as of September 30, 2025, would have been $10.3 million. For the third quarter ended September 30, 2025, the company reported revenue for the first time in its history, driven by the acquisition of Dura Medical, which closed September 8. While revenue of approximately $240,000 was relatively modest, it reflects 22 days of the full quarter in a single clinic group. Management anticipates the ability to include results for the full period for during and future quarters closing anticipated additional acquisitions and organic growth of previously acquired clinics will drive meaningful revenue growth in the fourth quarter and through 2026. Transactions where we acquire a noncontrolling interest are expected to improve our overall financial position, but not directly increase revenue. Finally, we remain in active discussions with several additional potential acquisition candidates and while no assurances can be given that we will close any or all of such opportunities, together, they represent total revenue of more than $20 million on an annual basis. The company believes that its current cash position will support operations at least through the second quarter of 2026 as well as provide sufficient capital to expected regulatory inflection points and complete potential additional select acquisition opportunities to expand the growing footprint of HOPE clinics. Our singular focus remains advancing our primary drug development initiatives and planned clinic acquisitions to build long-term value for our shareholders. With that... Jonathan Javitt: Thank you, Mike, and thank you guys for sparing my voice this morning. I look forward to taking questions. Matthew Duffy: Operator, I believe we can begin to take questions. Operator: [Operator Instructions] Your first question comes from Tom Shrader with BTIG. Thomas Shrader: I have a couple of questions on this remarkable DCS result with TMS. Historically, is it clear that DCS is much better than Ketamine in this position? Is this truly unique to the drug? Or is it a general combination effect. And then can you give us a sense of how you would use 101 in this procedure? I assume it's not a hard co-formulation that your 101 is simply available. But how cumbersome is it to add a drug, your DCS -- and can you get paid for it? Just some logistics. I know you have a lot of drug. It looks like it's exciting. Can you guys run us through the steps to actually use it? Jonathan Javitt: Those are great questions. And a lot of this work, the basic science work has been done and published by Dr. Josh Brown at Harvard McLean with a number of others supporting the science. The most important thing to recognize is that DCS has to be used at a non NMDA antagonist dose. And I know this is a little more science than we sometimes do on a conference call. But in this case, it's critical. DCS is what's called a mixed agonist antagonist, unlike ketamine, unlike [indiscernible] unlike all of the NMDA drugs that blocks the NMDA channel, DCS affects a side unit of NMDA called the glycine site and at low doses, it's actually an NMDA agonist, but much more importantly, it's a highly neuroplastic drug. There's evidence that ketamine plus TMS actually decreases the effectiveness of TMS, there are even people who believe that ketamine shouldn't be used in conjunction with electroshock therapy because it may decrease the effectiveness of electroshock therapy. So all of the work that's been done is at low doses of D-cycloserine, 150, 175-milligram dose and it just happens that when we formulated NRX-101, that was one of the strengths that we made. That's why we have it in the warehouse. In fact, it was not made to be the main strength of NRX-101, it was manufactured to be a potential step-down strength in our clinical trial. So far, nobody else has identified a different neuroplastic drug that works in combination with TMS, the way D-cycloserine does. Do me a favor and repeat the second part of your question where you were asking... Thomas Shrader: Just the procedure to use your drug because it's in the works at the FDA, what would be -- how hard is it to just for somebody to get your drug if they want to add it to TMS in your clinic or anywhere else? Jonathan Javitt: Well, we have an expanded access protocol for DCS under the laws than required to be made available for expanded access. So if somebody writes to us, we're happy to provide it for this purpose as long as they provide us with the data of what happened. ClinicalTrials.gov has been a little backed up because of the government shutdown. But as ClinicalTrials.gov catches up, you'll see those expanded access protocols for DCS and TMS showing up online. Operator: Your next question comes from Patrick Trucchio with H.C. Wainwright. Patrick Trucchio: NRX-100 and suicidal depression, the FDA has identified no significant deficiencies to date. I'm wondering, first, what feedback have you received on the accelerated approval strategy. Secondly, do you still anticipate a year-end PDUFA decision? And separately, when do you anticipate learning if the CNPV is granted and what impact that could have on the PDUFA? Jonathan Javitt: Well, as we've said, we're in the CNPV process, and therefore, the NDA under Fast Track designation for NRX-101 has not been filed in its totality yet. We've said that several times, we're expecting to be heard about the CNPV this year. And the main advances with that NDA are that we now have access to the real-world data that we believe massively augment the filing that we will make under accelerated approval once we learn whether we're doing it under CNPV or not, where we're expecting not only to file the original clinical trials that we've told people about, but more than 60,000 patients worth of real-world data as well that we believe provide a solid case for accelerated approval. Patrick Trucchio: Right. And with the Citizen Petition now filed to remove benzethonium chloride, can you discuss how this regulatory action could reshape the market for IV ketamine and how you would ensure adequate domestic supply if the FDA moves to ban this preservative-containing formulations? Jonathan Javitt: Yes. This is actually the first ketamine that's packaged in what's called a Blow-Fill-Seal presentation where instead of a glass bottle. The machinery takes a drop of polyester resin heats it up, blows it into a container, fills it and puts it out at the back of the assembly line completely packaged and ready to ship. It takes your production capacity from a couple of hundred thousand bottles a month to 1 million or more bottles a month per assembly line, and therefore, if we had to, we could supply every vial that's required for ketamine in the United States at that kind of manufacturing capacity. Everything else that's coming in for ketamine is glass vials. Patrick Trucchio: Right. And just one maybe on HOPE. The ONE-D protocol combines TMS and DCS and it shows a rapid onset of antidepression effects. I'm just wondering how you'll be positioning HOPE to become an early adopter in data generator for that combined treatment pathways? And as well just separately, assuming the approval of NRX-100 and NRX-101, how will you integrate those treatments into the HOPE care model once they're approved, assuming they are approved? Jonathan Javitt: Well, those are 2 fantastic questions. And the ONE-D protocol is legal under the medical device laws. The coil that was used was manufactured by a company called Ampa, which has some very exciting technology not only in terms of their pioneering of the ONE-D protocol, but in terms of having built the first portable TMS one that can be taken to nursing homes, extended living facilities, you could even do it in a firehouse because it fits in 2 Pelican cases. We announced last week that we partnered with Ampa that we are the first site in Florida to be doing the ONE-D protocol, so it's readily deployable. Now it's not specific only to that machine, but all of the ONE-D results so far that have been reported have been reported on that machine. Operator: [Operator Instructions] Your next question comes from Ed Woo with Ascendiant Capital. Edward Woo: Yes. Congratulations on all the progress. As NRX-100 and 101 have potential approval dates relative within the next year, hopefully, or much sooner than that? Have we talked about your clinical or commercialization strategy for both? Jonathan Javitt: Ed I'd like to listen to that question again. Edward Woo: Sure. Have you talked about your commercial strategy? Will you need to have a sales force to market NRX-100 and 101 when you get approval? Jonathan Javitt: Well, they're very different drugs and they will need different strategies. So NRX-100, we're talking about a drug that can only be deployed in a clinic setting by a physician who and we anticipate that there will be a REMS of some sort in the same way that there's a REMS for SPRAVATO. So the NRX-100 project, the preservative-free ketamine project is very much something that a company of our size can undertake. You talking about much more of what's called a medical science liaison function than a sales function because physicians who are treating with ketamine in their office, know that they want to do that and what they need is medical liaison support. It's not traditional pharmaceutical detailing. NRX-101 we're seeking an indication where we want to treat people with severe bipolar depression who have suicidal ideation despite having been treated with best available therapy. So if you take a look at the people who are currently prescribing drugs like lurasidone to treat bipolar depression, there are approximately 1,600 doctors like that in the United States. Many physicians don't want to be treating suicidal bipolar patients. So that's actually a sales force also that a company like ours could build, we anticipate it's a requirement of about 50 salespeople. We've talked to larger commercial partners in the past about NRX-101, and it's possible that we would partner with a larger commercial partner. But bottom line, NRX-100 is within our launch capabilities. NRX-101 is still within our launch capabilities, but we know that there is significant interest from larger partners. Operator: There are no further questions at this time. I will now turn the call over to Matthew Duffy for closing remarks. Matthew Duffy: Thank you, everyone, for joining us this morning. We're extremely excited about the path ahead with 3 potential drug approvals in the subsidiary targeting multiple profitable metal health clinics as well as our new indication with NRX-101. This concludes the NRx Pharmaceuticals Third Quarter 2025 Results Conference Call. Thank you all for participating. Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.
Jun Togawa: Good evening, investors, shareholders and rating agencies. I am Togawa, Group CFO. Thank you very much for joining MUFG's online conference call today despite the late hour. Please look at the material titled Financial Highlights under JGAAP for the first half of the fiscal year ending March 31, 2026. Let me first explain our Q2 financial results, followed by revised FY '25 performance targets and shareholder return measures. Let me start from the income statement summary. Please turn to Page 8. First, the figures for the first half of FY '24 on the far left column of the table include the impact of the change in the equity method accounting date at Krungsri in Thailand. So the far right column shows the actual year-over-year change, adjusting this impact. All explanations on this page will be based on adjusted year-on-year comparisons. Line 1, gross profits increased by JPY 189.3 billion year-on-year. Line 2 and below shows the breakdown of gross profits. Net interest income increased, thanks to the impact of rising yen interest rates, improving lending spreads and benefits from last year's bond portfolio rebalancing. In addition, net fees and commissions expanded significantly, primarily due to growth in various fee revenues from domestic and overseas solution services and effects of acquisitions. Next, Line 6, G&A expenses increased by JPY 127.9 billion year-on-year due to the impact of inflation and acquisitions, as well as strategic expense allocation, mainly in Retail and Digital business group. Expense ratio was flat year-on-year at 56.1%. As a result, Line 8, net operating profits increased by JPY 61.3 billion year-on-year. Next, Line 9, credit costs decreased by JPY 65.7 billion year-on-year. I will explain the reasons for this later. Line 10, net gains and losses on equity securities decreased by JPY 235.3 billion, due to the gain on sale of large equity holdings last year, which is in line with our projection at the beginning of FY '25. Line 12, equity in earnings of equity method investees increased significantly year-on-year, mainly due to the extremely strong performance of Morgan Stanley. As a result, Line 16, profits attributable to owners of parent was JPY 1,292.9 billion. Although gain on sale of equity holdings decreased year-on-year, we were able to achieve steady growth in net operating profits and equity accounted earnings, which demonstrates the strength of our core business and also recorded onetime gains related to investments and organizational restructuring, resulting in a record high first half profit. Our progress toward initial full year target of JPY 2 trillion stands at a high level of 64.6%. Performance by business group is shown on Pages 9 through 12. I will not go into detail, but customer segment NOP is growing steadily with the exception of retail and digital, where strategic expenditures were made and Global Commercial Banking, which was affected by the economic slowdown in Asia. All business groups achieved an increase in net income. Please turn to Page 14 on balance sheet summary. The diagram on the left shows the overview. Loans shown in the top left increased by approximately JPY 1.8 trillion from the end of FY '24. Excluding government loans, it increased both in Japan and overseas by approximately JPY 4 trillion. Page 15 shows the status of domestic loans. The graph on the bottom right shows the trend in domestic corporate lending spreads. Spreads for large corporates in red line is rising, thanks to the accumulation of large, highly profitable loans. Along with SMEs in orange, profit improvement measures have been successful, and the upward trend is continuing. Next, Page 16 shows the status of overseas loans. The bottom right graph shows the trend in overseas lending spreads. The Americas has settled somewhat as the replacement of low-profit assets with high profit assets has run its course, but we continue to work on improving profitability in each region and maintain the gradual recovery trend. Meanwhile, GCIB has seen a significant increase in fee income as their O&D measures are progressing, and we are working to improve capital efficiency on both fronts. Please turn to Page 17 on asset quality. The NPL ratio shown by the line graph on the left continues to remain at a low level. The bottom right graph shows the breakdown of year-on-year changes in total credit costs, while there was an increase in large loan loss provisions overseas last year on the bank nonconsolidated basis, the sale was completed this fiscal year, resulting in a reversal. There were also multiple significant reversals in Japan, resulting in a significant decrease in credit costs. Credit costs also decreased at our overseas subsidiaries due to the effect of stricter screening criteria for new credit transactions in Asian partner banks. Taking the current situation into account, we kept our full year outlook for credit costs unchanged. Please turn to Page 18 on investment securities, including equities and government bonds. I will explain the unrealized gains and losses in the upper left table. Line 3, unrealized gains on domestic equity securities increased by JPY 0.36 trillion compared to the end of March 2025, due to rising stock prices despite progress in reducing equity holdings. In addition, unrealized gains and losses on domestic bonds reflecting hedging positions showing in the upper half of the lower left graph is controlled at a low level of just under JPY 0.3 trillion and unrealized gains and losses on foreign bonds in the bottom half are slightly positive. Given the scale of our balance sheet and income statement, we think we are in an extremely healthy state with reasonable degree of flexibility. Regarding the reduction of equity holdings on the right, the cumulative sales during the current MTBP were JPY 339 billion on an acquisition cost basis, which is about half of the JPY 700 billion target. The agreed amount has reached nearly 80% of the target, and we are making steady progress toward achieving this target. Page 20 shows capital adequacy. The CET1 ratio, excluding unrealized gains on the finalized and fully implemented Basel III basis fell 30 basis points from the end of March to 10.5% at the upper end of our target range due to growth investments and increase in loans, as well as yen appreciation versus end of March. Towards the end of the fiscal year, we expect risk-weighted assets to continue to accumulate and the yen to appreciate based on the financial indicators, I will come back later. Therefore, we expect the ratio to remain around the midpoint of the target range. Capital allocation results are shown on the lower right. We will continue to manage capital with an eye on balancing shareholder returns and growth investments. Please go back to Page 3. Let me turn to our FY '25 financial targets and shareholder returns. As shown on the left, given the continued strong performance of NOP, particularly in the customer segment and increased income from equity method investee, we revised up our net income target by JPY 100 billion from initial target to JPY 2.1 trillion. Turning to shareholder returns on the right. We continue to aim for a dividend payout ratio of approximately 40%. And in line with the upward revision of profit target, our annual dividend forecast for FY '25 was revised up to JPY 74, up JPY 10 from the previous year and JPY 4 from initial forecast. Regarding share repurchase, a resolution was approved today to acquire an additional JPY 250 billion in the second half of the year, bringing the total amount for the full year to JPY 500 billion. As discussed in May, this is due to take into account total shareholder return over the past few years. We also announced today the cancellation of 200 million treasury shares. We aim to achieve our mid- to long-term ROE target and we will work to provide shareholder returns while taking the optimal balance with growth investments into account. Turning to progress of 3 pillars of MTBP. Please turn to Page 4. First pillar is expand and refine growth strategies as shown on the left. Each of the seven strategies for seasoning growth is on track, resulting in an increase in NOP of approximately JPY 150 billion compared to FY '23. In particular, in the domestic retail business, a new service brand, EMUTO, was announced in June this year. The credit card reward programs and group-wide campaigns launched in conjunction with EMUTO generated strong response, leading to increased transactions for each group company. We will continue to demonstrate the collective strength of the group and aim to expand our services, including digital banking. Please turn to Page 5. Second pillar, social and environmental progress is shown on the left. Sustainable finance has steadily built up a track record even with different vectors at play globally. A white paper will be published again this year to communicate our view on contributing to accelerating transition. On the right is our third pillar, transformation and innovation. Under the current midterm plan to maximize MUFG's potential, we are working as a group to pursue new business initiatives, invest in human capital and strengthen our foundations in areas such as AI and data in addition to continuing cultural reform. Corporate transformation using AI is a particular urgent priority. And by combining this with agile management, we are working to transform into an AI-native company. The number of AI use cases has reached 116, and the aim is to increase to over 250 cases by FY '26. Current estimates suggest that the cumulative benefits over the 3 years of the current MTBP is approximately JPY 30 billion. The launch of a new strategic partnership with OpenAI is expected to accelerate use of AI across the company and to collaborate on various services, primarily in the retail sector such as digital banking. Moving on to Page 6. Let me take you through our path to achieving mid- to long-term ROE target of 12%, which has been a popular question since our announcement in May. We assume that the policy rate will rise to around 1%, while the sale of equity holdings will come to an end and capital gains will seize. After solidifying the goals of the growth strategy of the current MTBP, as explained on Page 4, we will pursue both organic growth by refining existing areas, both domestically and overseas and inorganic growth by focusing on the areas described in the slide, thereby making steady progress towards an ROE of 12%. Mr. Kamezawa will share his thoughts on this point at the investor meeting on the 18th. Page 7, my last slide. Last month, in October, we celebrated our 20th anniversary as MUFG. Looking back over the past 20 years, thanks to the understanding and support of our stakeholders, including our investors, we have taken on many challenges, gone through three major transitions and achieved growth sometimes despite headwinds. MUFG will continue to push ourselves forward and guided by our purpose of committed to empowering a brighter future, we will aim to further increase our corporate value even in a rapidly changing external environment. Your continued understanding and support is very much appreciated. That is all for me. Operator: Let me introduce the first questioner, Mr. Takamiya of Nomura Securities. Ken Takamiya: This is Takamiya from Nomura Securities. I have two questions. On the upward revision of your guidance and the 12% ROE target. I would like to hear your thoughts on the upward revision from two perspectives. First, I wonder if the assumptions are too conservative considering the current levels of the Nikkei stock average and the dollar-yen exchange rate. Second, the revision of JPY 100 billion from JPY 2 trillion to JPY 2.1 trillion is not small, but it is a somewhat small revision to your bottom line profit. What was the aim and your thoughts on this small revision? This is my question on your guidance. My second question is on your ROE target. On Page 6, you explained verbally the general direction you are heading, including assumptions like interest rate of around 1% and no gain on sale from reducing your equity holdings. But I think this is the first time you have clarified this in writing. Regarding the mid- to long-term ROE target of 12%, I want to know if there were any changes in your thinking and the management's perspective, reflecting the changes in the environment or tailwinds. Jun Togawa: Thank you, Takamiya-san. Regarding the upward revision, our initial guidance was JPY 2 trillion based on the assumption that the decrease in net gains and losses on equity securities and the absence of reversal of large loan loss provisions will be offset by continued growth in customer segment NOP, improvement in treasury interest income benefiting from last year's bond portfolio rebalance and a rebound from the loss due to bond portfolio rebalance in FY '24. Decrease in gains and losses on equity securities, absence of reversal of large loan loss provisions, treasury interest income improvement and rebound from last year's bond portfolio rebalance are in line with our initial forecast. Meanwhile, progress in the first half exceeded expectations, thanks to better-than-planned customer segment NOP, lower credit costs, upside in Morgan Stanley equity accounted earnings and onetime gains not factored in our initial forecast. I will explain our assumptions for the second half later, but we forecast strong yen toward the end of the fiscal year, slower treasury sales in the second half as trading gains were weighted to the first half, credit costs in line with our initial forecast, though the full year will depend on the impact of tariffs and an increase in strategic expense allocation, including retail and also included certain financial measures for FY '26, resulting in a guidance of JPY 2.1 trillion. There was internal discussion about whether a 5% revision was really necessary, but we decided to do so with the aim of disclosing our forecast appropriately at each point in time since the first half of last year. We may not have done this in the past, but that is our line of thinking. Regarding the assumptions, the yen assumption against the dollar is quite strong given the current level. But depending on interest rate trends, it is not unreasonable for the yen to be in the mid-JPY 140s by the end of the fiscal year. The share price of around JPY 43,000 may also seem conservative, but the impact of share prices on our earnings is not significant. So this was not the reason for the conservative profit target. As for future upside, we expect further growth in the customer segment and decline in credit costs, which is again subject to tariffs and also an upside in FX that you mentioned. Whether there has been a change in our view on the 12% target, we originally began the discussions to set the 12% target by trying to see how much we can increase our profit under the assumptions that Japan's policy interest rate will be around 1% and that we have no gain on sale of equity holdings, which I strongly insisted. Since investors asked questions based on different assumptions such as including gain on sale of equity holdings, we made that clear. We are fleshing out the details to achieve this as we speak. One change in our thinking, both in terms of inorganic investment and the use of capital, as I may have mentioned before, is that we are now discussing potential investments internally based on whether or not they contribute to achieving 12% ROE. Operator: Next, Mr. Nakamura of BofA Securities, please. Shinichiro Nakamura: This is Nakamura from BofA Securities. I also have two questions. First, let me confirm the full year CET1 ratio forecast on Page 20 again. It doesn't seem like it will approach the middle of the range. So if you could share with us your view on the level and the breakdown to the extent possible. There was an article in Bloomberg about your inorganic investments, and you denied that the information came from you. Could you elaborate on this, if possible? Sorry for asking too much. That is my first question. My second question is on credit cost. In the first half, there was a reversal on the bank nonconsolidated basis. So if you achieve your target in the second half, this is a reasonable level. So my question is on the current situation of private credit in the U.S. Although MUFG has not directly mentioned it, we are seeing large-scale loans to Oracle's data center investment, among others, which is widening credit spreads as a result. What are your thoughts on this increasing concentration of risk? Thank you. Jun Togawa: First, regarding the outlook for CET1 ratio toward the end of FY '25, the end of March '26, approximately 80 basis points up in the second half from the accumulation of net income based on the revised performance targets, 65 basis points down due to shareholder returns, including dividends and share buybacks, as I explained earlier, around 30 basis points down from the planned increase in risk assets. And with Morgan Stanley's accumulated profit from its extremely strong performance, et cetera, we expect the ratio to be somewhere between 10% and 10.5%. Regarding the private credit market, MUFG actually does not have a significant exposure. We have some exposure to companies that have been mentioned in the media. But as you saw earlier, our NPL ratio is declining. So I do not think we have a significant exposure. That said, the private credit market is extremely strong now. So we need to keep a close eye on the recent increase in volatility. I think the risk of lending to data centers depends on the project. We have extensive knowledge on project finance. So it is important to carefully select projects, taking into account factors like sources of cash flow and technical conditions, such as proper installation of high-voltage cables. Regarding the first question on inorganic investment, sorry, I skipped that. But actually, I have no comment. We continue to consider opportunities in three areas, namely AMIS, Digital and U.S. Asia. Operator: Next, Mr. Matsuno from Mizuho Securities. Maoki Matsuno: Matsuno from Mizuho Securities. I have two questions. First question is on Page 3. Upward revision of financial targets for FY '25. Can you give a more detailed breakdown? The graph on the bottom left shows a breakdown into customer segment, equity method investees and review on financial indicators. Can you give a breakdown of each of them? For example, weaker yen than the beginning of the year, would that be included in review on financial indicators or the equity market value? Can you give some color on the factors affecting changes in net income? My second question is on the operational policy of Global Markets in the second half. In the first half of the year, it looks like you did well by drastically reducing yen bonds and super long-term bonds and making profits on foreign bonds. Is there anything you can speak about the operations of Global Markets in the second half of the year? Those are my two questions. Jun Togawa: So starting with Page 3, your question on major factors affecting changes in full year targets. Earlier, I said the customer segment is expected to continue making steady progress in the second half of the year and is expected to exceed the initial plan by around JPY 30 billion for the full year. Regarding equity and earnings of equity method investees, I must admit it is difficult to say how much is coming from Morgan Stanley, but a certain amount is factored in. There are also some one-offs. Please look at the footnote on Page 8. Step-up gains from acquiring shares of JACCS, one-off gains from acquisition of Tidlor as a subsidiary and gains related to liquidation of local subsidiaries, a part of them were not factored in, accounting for approximately JPY 40 billion. The revision of financial indicators is expected to have an impact of approximately JPY 30 billion, mainly due to the weak yen. Stock price outlook was revised up, but gain on sales of equity holdings has been hedged for stocks scheduled for sale at the beginning of the fiscal year. So impact of sales of equity holdings is minimal. Although there will be partial impact on earnings due to an increase in AUM in the asset management and investor services, the impact of the revision of stock price assumptions is not that big. The impact is primarily from ForEx, and the total adds up to JPY 100 billion. For Global Markets, you are right. In Q1, reducing the balance of super long-term JGBs, partially offsetting with redemption gains on bear fund and gains on sale of foreign bonds, that's for the first half of the year. Regarding yen bond management from the second half onwards, our policy of gradually building up our yen bond positions, while monitoring the rise in Japan's policy rate remains unchanged. Short-term JGBs decreased as the BOJ's growth-oriented lending support operation is gradually coming to an end and need for short-term JGBs as collateral has decreased. The balance of short-term government bonds has fallen significantly. As for foreign bonds, the balance of long-term bonds appears to be increasing, while duration is decreasing and some might feel this doesn't sit well. This is due to categorizing mortgage bonds with long statutory maturities as long term. But overall duration shortened to 4 years. Operator: Next is Mr. Matsuda from Daiwa Securities. Ken Matsuda: Matsuda from Daiwa Securities. I also have two questions. Regarding net fees and commissions. Net fees and commissions in the first half of the year was very strong for both domestic and nondomestic. Is this trend in the first half a temporary phenomenon? Or including the current pipeline, can we expect further growth going forward? That is my first question. Second question is on CET1 ratio on Page 20. The impact of exchange rates was cited as a factor in the decline in the CET1 ratio in the first half of the year. It worsened by 40 basis points, but the yen did not appreciate significantly between the end of March and the end of September. Then why deteriorate by 40 basis points? Was it due to the Thai baht? What was the impact in the first half? If the weak yen environment continues, can we expect the CET1 ratio to improve further? These are my two questions. Jun Togawa: Thank you for your questions. Fee revenues, fee income partially include impact of acquisitions. Acquisition of WealthNavi, MPMS acquired by our Trust Bank and NICOS acquiring Zenhoren has resulted in a total acquisition effect of about JPY 48 billion. Apart from that, GCIB, in particular, is further promoting O&D initiatives, so fee income will grow. Domestically, fees related to loans such as MBOs and LBOs are growing. Solution-related fees are also growing. So we can expect continued growth in this area. In addition, AUM in asset management is growing steadily, and IS has also issued a press release stating that outsourcing operations have quickly achieved the MTBP target. These areas are growing steadily. So I believe we can continue to grow. Regarding CET1 ratio for the first half of the year, impact of U.S. MUA is large, as I might have said in May. The dollar-yen exchange rate from December to June saw the yen appreciate by about JPY 14. We took some hedging measures, but were implemented after April or May and hence, this impact. Regarding impact of the weak yen on CET1 ratio, it will depend on the trends in the dollar yen and Thai baht, but the weak yen will have a certain effect in lifting the CET1 ratio. That's all for me. Operator: Next is Mr. Yano, JPMorgan. Takahiro Yano: I also have two questions. One is a detailed question, a follow-up to Mr. Matsuno's question. Regarding the revised target for this fiscal year, you referred to the waterfall chart on the lower left, but I'd like to confirm referring to the table above. NOP is up JPY 50 billion. Credit costs haven't changed and ordinary profits increased by JPY 150 billion. I assume this is coming from increase in ownership interest, stock-related and other factors accounting for JPY 100 billion. I'd like to know the breakdown. This is my first question. The second question is a high-level question. Today, there was a headline in the news quoting CEO, Mr. Kamezawa about achieving top -- global top-tier ROE and corporate value. I assume this is along the same lines of what has he has been saying. But just to be sure, can we take this as a hint that the current ROE target of 12% will change? Is there no need to read too much into it? I would like to know what you mean by achieving global top-tier ROE, if there is anything we should know of. Jun Togawa: Thank you for the questions. Should I explain both NOP and ordinary profit? Well, if you could elaborate on the variance, if there is anything that is tricky in NOP. Okay. Within NOP, JPY 25 billion is from ForEx, assuming the yen to be about JPY 5 stronger. The rebound from treasury trading gains was concentrated in the first half, as I said, and the difference between first half and second half is about JPY 130 billion. Then there is increase in expenses, expense incurred in EMUTO, IT costs, AI, cyber-related impact from certain inflation-related costs, base wage increase, among others. All in all, about JPY 100 billion in expense increase. We are also considering a certain level of structural improvements for next fiscal year as profits are also strong. Averaging them all out, we expected an upside of about JPY 50 billion in NOP. Regarding ordinary profit, there is a one-off step-up gain from an increase in our ownership interest. This accounted for about JPY 100 billion in the first half. Some of it was not accounted for in the plan, as I said earlier. Combined with Morgan Stanley's profit increase, ordinary profit was revised up by JPY 150 billion. To your second question, I appreciate the expectations you have on us, but we will first focus on achieving 12%. Mr. Kamezawa spoke in that context. Thank you. Operator: It seems there are no further questions, so we will conclude the Q&A session. Finally, Mr. Togawa would like to say a few words. Togawa-san, please. Jun Togawa: Thank you very much for joining us today despite the late hour and on a day where many companies are announcing their results. Thank you for your diverse questions and comments. Today, I mainly explain the progress made in Q2 of FY 2025, and President Kamezawa will provide a more detailed explanation, including his own thoughts at the investor briefing on the 18th. We look forward to your participation. We would appreciate your continued understanding and further support. Thank you very much for joining us today. Operator: This concludes the online conference call on financial highlights for the first half of FY '25 of Mitsubishi UFJ Financial Group. Thank you very much for participating today. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Hello, ladies and gentlemen. Thank you for standing by for the Third Quarter 2025 Earnings Conference Call for XPeng Inc. [Operator Instructions] Today's conference call is being recorded. I will now turn the call over to your host, Mr. Alex Xie, Head of Investor Relations and Capital Markets of the company. Please go ahead, Alex. Alex Xie: Thank you. Hello, everyone, and welcome to XPeng's Third Quarter 2025 Earnings Conference Call. Our financial and operating results were issued by Newswire services earlier today and available online. You can also view the earnings press release by visiting the IR section of our website at ir.xiaopeng.com. Participants on today's call from management team will include Co-Founder, Chairman and CEO, Mr. He Xiaopeng; Vice Chairman and President, Dr. Brian Gu; Vice President of Corporate Finance and VW Projects, Mr. Charles Zhang; Vice President of Finance and Accounting, Mr. James Wu; and myself. Management will begin with prepared remarks, and the call will conclude with a Q&A session. A webcast replay of this conference call will be available on the IR section of our website. Before we continue, please note that today's discussion will contain forward-looking statements made under the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements involve inherent risks and uncertainties. As such, the company's results may be materially different from the views expressed today. Further information regarding these and other risks and uncertainties is included in the relevant public filings of the company as filed with the U.S. Securities and Exchange Commission. The company does not assume any obligation to update any forward-looking statements, except as required under applicable law. Please also note that XPeng's earnings press release and this conference call include the disclosure of unaudited GAAP financial measures as well as unaudited non-GAAP financial measures. XPeng's earnings press release contains a reconciliation of the unaudited non-GAAP measures to the unaudited GAAP measures. I will now turn the call over to our Co-Founder, Chairman and CEO, Mr. He Xiaopeng. Please go ahead. He Xiaopeng: [Interpreted] Hello, everyone. In Q3 2025, XPeng reported record sales -- record results in key operating metrics with new highs in deliveries, revenue, gross margin and cash reserves. Vehicle deliveries for the quarter totaled 116,007 units, a 149% increase year-over-year. The all-new XPeng P7 launched recently quickly became one of the top 3 BEV sedans priced between RMB 200,000 to RMB 300,000 boosting monthly deliveries to over 40,000 units starting in September. Additionally, the company's gross margin exceeded 20% for the first time in Q3, and we reduced our net loss further. Our goal is to achieve breakeven for the company in the fourth quarter. These continuous operational improvements strengthen our focus on physical AI R&D, supporting the targeted mass production of our VLA 2.0 model, Robotaxi and humanoid robot in 2026. As AI models advance and become increasingly integrated with real-world data, machines are slowly gaining the ability to interact, communicate, transform and create within our physical environment. This development is reshaping the future of mobility and daily life. Over the past 11 years, XPeng has dedicated itself to building full stack technologies in-house evolving from software-defined vehicles to the emerging realm of physical AI. We understand that vehicles and humanoid robot, the 2 primarily applications of physical AI, share a homogeneous physical world model, SoCs and infrastructure, allowing for rapid iteration and evolution. Excitingly, new capabilities are continuously emerging from our physical AI technology stack. Over the next decade, my goal is to make XPeng a leading global company in embodied intelligence. Focused on physical AI applications, we're developing an extensive portfolio of technologies, products and supporting business ecosystem. Besides providing AI-powered vehicles to consumers worldwide, we aim to deploy pre-installed mass-produced Robotaxi on a large scale and achieve the mass production of humanoid robots. We believe that an open and dynamic ecosystem is crucial to unlocking the full potential of physical AI for humanity. To achieve this, we plan to open source our physical world model, launch Robotaxi services in partnership with mobility platforms and relieve our humanoid robot SDK. This approach will expand the physical AI application ecosystem through collaborations with business and technology partners and accelerate the value creation process. I'm also glad to report that as we introduce the one vehicle, dual energy product cycle for AI vehicles, we'll expand our scale and increase our NEV market share through a wider product range. On November 6, we launched presales for the XPeng X9 Super Extended-Range EV, an industry frontrunner in extended-range vehicles equipped with a 5C rate high-capacity LFP battery and a total range of up to 1,602 kilometers. It is the world's first large 7 seater to offer the longest range, highest AI computing power, smallest turning radius and most efficient space utilization in its category. We see super extended-range EVs as crucial for accelerating the shift from ICE vehicles to NEVs. Since presales began for the X9 Super EREV, we've experienced unprecedented interest, especially in northern regions and inland cities of China, attracting many customers who previously hesitated to switch to BEV models. To date, preorders for this model are nearly 3x higher than the presale of the previous X9. On a like-for-like basis, the X9 Super EREV will officially launch on November 20 with deliveries starting immediately afterwards. I anticipate reaching a new delivery record in December. We plan to introduce 3 super extended-range products in Q1 2026 focusing on alleviating key challenges for our EREV users by offering long, pure electric range and quicker 5C supercharging, thereby capturing more of the EREV market. We have put in more R&D expenses in 2025. As a result in 2026, we'll also launch 4 new one vehicle, dual energy models, including our first product launch in some key market segments. These innovative products will help us establish a presence in these markets and build leading products like the MONA M03. I'm confident that the 7 one vehicle, dual energy models with super extended-range technology debuting next year will greatly increase our total addressable market or TAM and provide significant sales growth opportunities. On the global business front, we maintained strong sales growth and established a solid foundation for long-term expansion through our localized approach. In September 2025, our monthly overseas deliveries exceeded 5,000 units for the first time, a 79% increase year-over-year. During the third quarter, we grew our global presence with 56 new overseas stores, expanding our sales and service network to 52 countries and regions worldwide. Additionally, our first European localized production facility at Magna plant in Graz, Austria, officially commenced operations with the initial batch of XPeng G6 and G9 rolling off the line. Simultaneously, XPeng's R&D center in Munich, Germany, officially began functioning, helping us better understand overseas customer needs and accelerate technological advancement and product launches. In 2026, we plan to introduce 3 new overseas models, including popular mid- to small SUVs that meet the diverse preferences of global consumers. Our strong focus on investing in AI large models, computing infrastructure and data set is driving the continuous emergence of advanced capabilities from our physical world model. Our upcoming VLA 2.0 model, which has 10x more parameters than its predecessors will substantially enhance safety and user experience in intelligent driving. From my own recent driving experience during very complicated and complex road conditions, we experienced very impressive and unparalleled driving experience from the intelligent VLA model. So starting from late December, we will initiate a co-creation program with our early adopters. In the early quarter of 2026, we aim to deploy the VLA 2.0 model across the entire Ultra lineup. I see the mass production of VLA 2.0 as a major breakthrough in physical AI models, offering a significant generational leap in user experience and attracting more people to choose XPeng for its leading intelligent driving technology. Going forward, XPeng will open source it's VLA 2.0 model to global commercial partners, aiming to provide industry-leading advanced driver assistance experience to a wider audience. Volkswagen will be the initial launch customer for the VLA 2.0 model. Additionally, XPeng's Turing AI SoC has earned a formal sourcing designation from Volkswagen with codeveloped vehicles expected to start mass production early next year. Revenue from licensing our technology to external partnerships will be reinvested into our R&D, mainly to support iteration and upgrades of the Turing SoC and VLA models. This fosters a positive cycle of innovation and commercialization. We invite more automakers and Tier 1 manufacturers to collaborate with us on the Turing SoC and VLA 2.0, working together to promote the adoption of advanced intelligent technologies in both Chinese and global markets. Traditionally, end-to-end models were able to maybe reach advanced Level 2 at its best; however, the rise of physical world model is speeding up the arrival of true autonomous driving. I believe that only pre-installed mass-produced Robotaxis with a strong ability to generalize can achieve widespread adoption and create a sustainable business model. In 2026, XPeng plans to launch 3 Robotaxi models. Our technology stack for Robotaxi does not depend on high-definition maps or LiDAR. This approach enables us to address current industry's challenges, including high cost, operational limitations and poor generalization, allowing for an efficient and scalable deployment worldwide. We intend to begin pilot operations of XPeng Robotaxi in China in 2026, continuously improving both software and hardware of Robotaxi while building an operational ecosystem. I believe that a collaborative ecosystem where all industry stakeholders' benefit is key to scaling rapidly. Therefore, we plan to open our SDK to our partners, and Amap will be the first ecosystem partner for XPeng Robotaxi. We also invite more companies in the mobility sector to explore Robotaxi collaboration opportunities with us. Our humanoid robots adopt a technology road map driven by physical world model. With full support from our vehicle and powertrain R&D teams, we unveiled our next-generation IRON robot at the latest XPeng Tech Day. The IRON's human-like posture and agile gait surprised and deeply moved many XPeng fans and also highlighted the great commercial potential of humanoid robots. Currently, IRON demonstrates only a very small fraction of its capabilities. In Q2 2026, we plan to achieve full capability integration through cross-domain innovation aiming for performance and user experience for far surpass current market offerings. Our target is to begin mass production of advanced humanoid robots by the end of 2026. Once produced, IRON will be first deployed in commercial scenarios, providing services like tour guiding, retail assistance and patrols. By the end of next year, I hope IRON will be working alongside us at XPeng stores, campuses and factories as our new team members. Additionally, XPeng Robotics will open its SDK to global developers, inviting partners from various industries to collaborate on secondary development. This will enable IRON to be trained and to evolve across diverse and long-tail real-world well scenarios, unlocking broader application possibilities. From a long-term perspective, I believe the market potential for humanoid robots will exceed that of automobiles. Once a new generation of robots reaches the inflection point just as China's EV industry did with electrification, we expect explosive growth ahead. I envision that by 2030, XPeng robots could sell over 1 million units annually. With the launch of our one vehicle, dual energy product cycle, I expect total deliveries in the fourth quarter to reach between 125,000 and 132,000 units reflecting a year-over-year growth of 36.6% to 44.3%. We project fourth quarter revenue to be roughly between RMB 21.5 billion to RMB 23 billion, up 33.5% to 42.8% from the previous year. XPeng's AI-driven vehicle business is in the early stages of rapid expansion in terms of scale and market shares, while Robotaxi and humanoid robot programs are swiftly moving forward and towards mass production. I'm confident that XPeng will establish itself as a leader in physical AI, both in China and globally, delivering greater value for our customers and shareholders worldwide. Thank you, everyone. With that, I'll now turn the call over to our VP of Finance, Mr. James, who will discuss our financial performance for the third quarter of 2025. Jiaming Wu: Thank you, Xiaopeng. Now let me provide a brief overview of our financial results for the third quarter of 2025. I'll reference RMB only in my discussion today, unless otherwise stated. Our total revenues were RMB 20.38 billion for the third quarter of 2025, an increase of 101.8% year-over-year and an increase of 11.5% quarter-over-quarter. Revenues from vehicle sales were RMB 18.05 billion for the third quarter of 2025, an increase of 105.3% year-over-year and an increase of 6.9% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were mainly attributable to higher deliveries from newly launched vehicle models. Revenues from services and others were RMB 2.33 billion for the third quarter of 2025, representing an increase of 78.1% year-over-year and an increase of 67.3% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were primarily attributable to the increased revenues from after sales services and technical R&D services rendered to the Volkswagen Group due to the successful achievement of certain key milestones in the current quarter. Gross margin was 20.1% for the third quarter of 2025, compared with 15.3% for the same period of 2024 and 17.3% for the second quarter of 2025. Vehicle margin was 13.1% for the third quarter of 2025, compared with 8.6% for the same period of 2024 and 14.3% for the second quarter of 2025. The year-over-year increase was primarily attributable to the ongoing cost reduction, while the quarter-over-quarter decrease was due to targeted promotion to clear outgoing inventory during product transition. R&D expenses were RMB 2.43 billion for the third quarter of 2025, representing an increase of 48.7% year-over-year and an increase of 10.1% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were mainly due to higher expenses related to the development of new vehicle models and technologies, as the company expanded its product portfolio to support future growth. SG&A expenses were RMB 2.49 billion for the third quarter of 2025, representing an increase of 52.6% year-over-year and an increase of 15% quarter-over-quarter. The year-over-year and quarter-over-quarter increases were primarily due to higher commission to the franchised stores, driven by higher sales volume as well as higher marketing and advertising expenses. As a result of the foregoing loss from operations was RMB 0.75 billion for the third quarter of 2025, compared with RMB 1.85 billion year-over-year and RMB 0.93 billion quarter-over-quarter. Net loss was RMB 0.38 billion for the third quarter of 2025 compared with RMB 1.81 billion year-over-year and RMB 0.48 billion quarter-over-quarter. As of September 30, 2025, our company had cash and cash equivalents, restricted cash, short-term investments and time deposits in total of RMB 48.33 billion. To be mindful of the length of the earnings call, I will encourage listeners to refer to our earnings press release for more details on our third quarter 2025 financial results. This concludes our prepared remarks. We'll now open the call to questions. Operator, please go ahead. Operator: [Operator Instructions] For the benefit of all participants on today's call, if you wish to ask your question to management in Chinese, please immediately repeat your question in English. [Operator Instructions]The first question today comes from Tim Hsiao with Morgan Stanley. Tim Hsiao: [Foreign Language] So my first question is about the physical AI because in the past, the competitive advantages of other companies were reflected in several aspects like cost, brand and channels. Just wondering if the management could elaborate a bit more about what aspects XPeng's long-term competitive advantage in physical AI will be demonstrated? And how will the company continuously enhance its strength in these areas? That's my first question. He Xiaopeng: [Interpreted] I think this is definitely a big question. The traditional way for automakers to make money is completely different from the new physical AI model generated kind of business format. They come from different DNAs. Traditionally, older traditional automakers focus on their own positioning and also about how they target their user segments and then everything boils down to their integration of Tier 1 suppliers and all the other different parts of the supply chain. However, when it comes to a physical AI-generated model, the definition is different. We determine what the -- we -- everything boils down to the definition of the future tech. It involves full-stack technology capability and also custom integration. For example, the launch of our IRON robot is a great example of that. So that's why different DNA is going to generate different products and different growth momentum. In the future, I believe that cars will be a new format of robotics, and it's going to actually come to the real life in the coming 5 to 10 years as the next generation of robotics in our life. So traditionally, the integration of supply chain is completely different from what we are looking at right now, which is the physical AI technology integration across different domains and involves software, hardware and infrastructure upgrades, which will lead to a completely new set of products. As a result, traditionally, software were only a small percentage of traditional car development, whereas right now, it takes up a large part of new product development. And I believe that when you look at our future developments, we are actually going to see more and more physical AI components in the future for car development over 50%, and we are going to see that very, very soon. Thank you. Tim Hsiao: [Foreign Language] My second question is about revenue from the collaboration with Volkswagen. So first of all, congratulations on the project wins of Turing chips at Volkswagen. So may I know from which quarters the related revenue will start to kick in? And how should we think about the trend of the revenue contribution from the collaboration with Volkswagen in December quarter and the full year 2026? That's my second question. Charles Zhang: Tim, this is Charles. So in Q3, we delivered a few key development milestones on time. So you probably have seen that the revenue from the technology collaboration increased significantly quarter-over-quarter. And we continue to see that there are a few key development milestones to be delivered in Q4. So we believe that the revenue from technical collaboration in Q4 will be expected at a comparable level we see in Q3 2025. And then regarding your question on the Turing SoC. Yes, we were -- our Turing SoC was selected by Volkswagen for the 2 B class vehicles we're jointly developing. And we have already started to supply the Turing SoC to some of the -- our partners, the preproduction and verification vehicles. So therefore, the revenue -- we would expect that the revenue from Turing SoC will start to be recognized in Q4 and probably in the small amount. But however, as our jointly developed vehicle SOP from early next year, and we would expect the revenue from the Turing SoC will ramp up with the sales volume of the 2 vehicles we jointly developed. In terms of the revenue from the technical collaboration in 2026, and we expect that as long as we can deliver the key milestones that are scheduled in 2026, we would expect that the revenue -- the technical -- the revenue from the technical collaboration for the full year 2026 would be comparable to that of the revenue we recognized in 2025. So I think looking back, we have demonstrated that we can -- well, we delivered the revenue from commercialization of our technology for 7 consecutive quarters. And I think we believe that there are still opportunities we would like to explore to commercialize our technology and also as our CEO, Xiaopeng, mentioned, and we will reinvest such revenue from the licensing or technical collaboration back into our R&D. Thank you, Tim. Operator: Next question comes from Nick Lai with JPMorgan. Y.C. Lai: [Foreign Language] My first question is -- my 2 questions is actually related to humanoid robot strategy and ambition in the longer term. At a recent Technology Day, XPeng demonstrated our first humanoid robot IRON which worked really like human. And can you talk about our technology road map and compare with the comparable peers? And where is our competitive advantage comparing with the peers in the medium and longer term? That's my first question. He Xiaopeng: [Interpreted] Thank you. Because there are so many robotics companies in the market, to be honest, the technological and product development road map and strategy of XPeng's robotics is moving forward as we expect, according to our own plan. We have paid really little attention to any other differences in the robotics industry to other companies before we launch our own products. Now when we look at XPeng, for example, our product philosophy is highly theoretical. You can actually -- well, it's highly human-like. That is the goal of developing our own humanoid robot. What's interesting about our product is that we realize that when we incorporate muscles and very bionic skin on to our robots, we actually attracted a lot of people to dare to hug him. And this is very, very exciting because traditional robots really were not that attractive and appealing for human beings to give them a hug. In addition to that, we also would like to mention that in the future, I believe that across many aspects of lifeline work, we are going to see more and more robots that is working alongside us. So for the current generation of XPeng robots, last time that we launched it, it was actually the seventh generation, and we are going to begin mass production of the eighth generation of our humanoid robots. In fact, when we look at some of the available robotics in the market, I believe that a lot of them are between generation 3 and 5, which is mainly being driven by joints and all the operation of different hardware. And when you look at the operation of hardware and software, you can see that the available products in the market look very similar in the way that they walk and they move. And these kind of robots, I believe, are very, very hard or difficult to commercialize in the end. So in the future generations of our robot, we actually have been thinking about what kind of technological route we should be used, and we have fully integrated actually hardware and software driven by integrated AI. So this time, you can see that the robot that we showed to the market is based on our full-stack R&D capability and cross-domain integration. I believe that XPeng Motors has many advantages when it comes to our robotics and humanoid robot development. For example, our physical AI resources have a synergy effect with our AI cars. For example, we actually are considering may be producing higher than car grade performance for our humanoid robots. And also our thinking logic on how to conduct business and mass production of our humanoid robot is largely driven by our knowledge and industry know-how in the EV industry. For example, when we build the future sales and marketing layout and globalization, there's a lot of synergistic effects that we can enjoy from the existing layout with our car sales. Also I believe when it comes to the future robotics development, some company will still -- some of the players will come from auto-making industry. And I believe that XPeng will definitely have a first-mover advantage in this regard because of the data, the SoCs and the capability that we have. Thank you. Y.C. Lai: [Foreign Language] My second question is also related to humanoid robot long-term strategy and operations. And from here to commercialization, what are the key critical milestones that we should be mindful? And from now towards the end of '26, can you remind us what the capacity and expected scale of our human robot operations? And also in terms of use case, by, say, 2030, you mentioned that 2030 we target to deliver 1 million units, can you also talk about the use case in the longer term? He Xiaopeng: [Interpreted] Thank you. To be honest, IRON's mass production is probably the most challenging kind of vehicle or products I've ever worked on at XPeng Motors, if I have to make the comparison between mass-producing IRONs and other cars because there's still a lot of challenges. For example, our ultimate goal is for it to be easily trained with human language so that it can really help us in various ways, and there's a lot of room for improvement there when it comes to capability integration. For example, if this robot can walk or run in various safe postures that requires a lot of integration of capability as well. For example, it needs to have all the joints embedded in management and also full coupling of different wiring, et cetera. Also, if we need to allow it to have more generalized kind of dexterous hand movements, well, it will also require a lot of hand-based VLA, which we believe by beginning of next year will be integrated. We also need to allow it to have that kind of communication and language-based communication capability between the robot and humans. So that also will come from, for example, a lot of VLM and VLT, which is the small brain and large brain kind of modeling capability. But what I'm really excited to share here is that we will start entering the 1.0 stage of our new generation of mass-produced models next month. I believe that in the next 10 months, we'll be able to actually promote the robot development in an orderly manner during mass production. And I think that's the first part of my answer. Thank you. I think the ramp-up in robot production capacity is much simpler compared to cars. However, the commercialization of robots is indeed very, very challenging. It requires us to look for really new heights of technology and ultimately achieving more capabilities. Therefore, we hope to initially implement in several commercial scenarios included tour guiding, shopping or retail assistance, et cetera. In 2026, we hope that we actually can see a lot of our own robots working alongside us at our XPeng stores, campuses for the first stage of field testing. At the same time, we are also opening our SDK to more of our partners so that our partners can easily and simply buy our robots and train them for commercialization purposes. If your question is about future possibilities of scenario application, I think it's going to be even more than you think. For example, for commercialized robots, maybe you can switch their arms and allow them to go into the industrial production scenarios. And when will the robots go into our household setting? I think maybe 5 years' time, we still have a big chance of achieving that. And I hope that through opening our SDK, we can allow more kind of partners to help us tackle those diverse and long-tail scenarios of application so that we can all enjoy a better robotic future and build a better ecosystem. Thank you. Operator: The next question comes from Ming from Bank of America. Ming-Hsun Lee: [Foreign Language] Why does XPeng choose to launch Robotaxi service in 2026? Could you share your technology inflection point or how fast you lower your cost? And compared to other Robotaxi companies in China, what is XPeng's technology path or business model? What is your advantages? He Xiaopeng: [Interpreted] Thank you, Ming, for your question. I think that within our R&D strategy, there are 2 key aspects, which are full-stack self-development and also cross-domain integration. I believe that in 2026, we will be actually seeing a collection of inflection points within our own development system. For example, we are going to be able to launch our current models into the Robotaxi configuration of fleets, which, by that time, we believe that the inflection point will arrive. At the same time, our VRM models will continue to offer new capabilities for our future vehicles to be more robotic-like. In addition to that, our current second-generation VLA can actually train our intelligent driving Ultra cars and also in the future, maybe also train our mass version of cars using the same kind of large model, too. In other words, we have our cross-domain capability based on our robotic development, which really can solve a lot of Robotaxi current limitations, for example, the high cost of production and also the limitation of the mobility destinations. For example, current Robotaxi now cannot really handle very complicated and complex road conditions and also in residential areas that has a lot of unpredicted scenarios and also a lot of them currently require LiDAR for their perception capability and so on. So in 2026, we hope that by commercializing fully shared L4 capability in our Robotaxi. We actually can have the dual development of the driverless L4 model together with an assisted driving L4 model. With the launch of both method or road map in the future, I think very soon, it will be proven that XPeng has actually a better commercial logic thinking compared to other Robotaxi companies and that will give us a great competitive advantage. Thank you. Ming-Hsun Lee: [Foreign Language] So how does the management team think about the commercialization of your Robotaxi business? Especially in the future, what is your planned milestone, for example, like in terms of the number of fleet? Or when will you plan to roll out in different cities or overseas market? And also currently, you already have a cooperation with Gaode, Amap, and could you elaborate more about your cooperation? And in the future, do we expand -- do you plan to cooperate with small partners like other ride-hailing companies? He Xiaopeng: [Interpreted] Thank you. Actually, next year, XPeng is going to launch 3 different types of Robotaxi models at different price points to support different mobility purposes and demands. In the next phase of development, I believe, with the premise of regulatory approval, our priority is to really get everything running smoothly, when it comes to the whole technological and operation and business model. So in that scenario, we hope to work with more and more business partner in the ecosystem. For example, Amap will be a great partner. They are going to give us more development support when it comes to traffic and also payment and operation and services, et cetera. That really set us apart from a lot of the autonomous driving OEMs. And I believe that in the future, for different countries and regions and different steps of development, we are going to actually launch more partnership with different service providers across different lanes. And for XPeng, what we need to do is that we are building our toolbox really well, and we're opening up our interface capability so that we can work more with our ecosystem partners in the future across different countries and cities. And so once we really get everything up and running commercially in different environments, we can then quickly build our ecosystem. This is one of our considerations. Thank you. Operator: The next question comes from Tina Hou with Goldman Sachs. Tina Hou: [Foreign Language] Let me translate my first question. So first, I would like to understand, over the next 1 to 3 years, do we have a rough revenue estimate or breakdown for our new businesses, including Robotaxi, humanoid robot as well as eVTOL? Gui Hongdi: Tina, it's Brian. First of all, I would say that for these future development areas, we do not provide any numerical guidance at the moment. Clearly, all those 3 areas, we anticipate volume, scale level production and operations in the next 12 months. For example, the Land Aircraft Carrier from our flying car company is aimed to be delivered to end customers before the end of next year, will be in volume, also scale, which I would say, in the thousands of range. But the other 2, for example, the humanoid robot as well as autonomous driving Robotaxi, as we just discussed earlier, next year will be actually a year we'll see a lot of operational testing as well as scaling up process to make them ready for large quantity production and use. So I would say the contribution from next year will probably be limited. But I think the volume we'll expect to ramp up rapidly once the model and the stability of these products is proven in the use, consumer end as well as application end. So the long-term goal of having 1 million per year humanoid robots sort of sales by 2030 is our long-term goal. And that is something that we have good confidence given we see the quick ramp-up in terms of technology as well as multiple application areas in home, in offices, in factory settings. So with all these future areas, we believe the potential is immense. So at this moment, unfortunately, I cannot give you the exact breakdown as well as precise cost estimates because these are still, I would say, evolving. But I think the overall trend is very exciting for us. Tina Hou: [Foreign Language] So my second question is regarding our passenger vehicles. So wondering if we can get more details on the new models, their segment as well as price segment, both in the domestic market as well as overseas and also do we have a volume target for 2026? Charles Zhang: Tina, it's Charles here. I think we believe that one chassis, dual powertrain vehicles present very attractive opportunities. It is also one of our strategic initiatives to expand the volume and the TAM of our -- each of our vehicles. So I think on November 20, we are launching the X9 with pricing, that will be our first, we call it the Super EREV product to be launched. And then you probably also have noticed that we have -- we already have 3 existing vehicles, Super Electric model, already registered with regulators, and we plan to launch those 3 products in early 2026. As Xiaopeng also mentioned that we have 4 vehicles -- 4 new vehicles when we launch, it will be equipped with both BEV as well as EREV powertrain options. And those 4 new vehicles are positioned in the different various segment -- various pricing segments we're in. And we believe that, that will continue to enhance our product portfolio in each of the price segments we're targeting. So in terms of the growth into next year, and we believe that the huge -- the one chassis, dual powertrain vehicle models, the 7 models will significantly drive our growth next year. And also another growth driver we have seen is that the international market will continue to be a major growth driver for us. With our current products available in the international market, we have already hit 5,000 per month for September and also October, the 2 consecutive months already. And of the 7 new vehicles we're launching next year, 3 of them -- at least 3 of them will go to international market. And so we are confident that the international market volume will continue to be a very important growth driver for us into 2026. Operator: The next question comes from Pingyue Wu with Citic. Pingyue Wu: [Foreign Language] I have 2 questions. And my first question is about the new EREV model. And what do we think about the growth potential of our new EREV models in 2026? And my second question is about the humanoid robots. And how do we think about the fuel economy of the humanoid robots since we have implemented some new technologies, for example, the solid-state batteries and et cetera. And in terms of the affordability, will IRON robot be affordable for family, say, like RMB 200,000 or even less? He Xiaopeng: [Interpreted] First of all, regarding the first question, I think what's interesting that we discover from the sales figures that we gather from -- since the launch of X9 was that the targeted customers and also the actual users of BEV and EREV are quite different. So we believe that we can expect to actually see several times of quarter-over-quarter growth when the new version of X9 actually get delivered, and actually different customer groups, when they purchase BEV versus EREV, they are using the cars across different scenarios as well. And specifically, what I want to share is that, obviously, BEV and EREV users in different sizes or scale of cars are also different. In larger vehicles, the percentage of EREV adoption is higher, whereas for Class A vehicles, especially smaller passenger vehicles, BEV ratio is actually higher. So I think we'll have to wait for more numbers to show maybe by Q4 and also Q1 next year before we actually can give you a more concrete answer. Thank you. And the second part of your question, regarding the pricing affordability of robotics, I think, first of all, the pricing logic is very different between cars and robots. When we look at the BOM cost of our Gen 6 and Gen 7 robots, they remain very high last year. But by first half of this year, when we were preparing for true mass production, we actually have enough reasons for us to actually believe the future retail sales price of the robotics -- of the robots can be very similar to car prices. And the second point that I want to mention here is that the traditional way of pricing a car is weight-based. It involves how many kind of iron and lithium and all kinds of elements included and components included in making a car, whereas robots, it's very different because the percentage of software in a robot is over 50% since day 1, whereas the number is only 10% to 20% for a lot of cars. In other ways, you have to put in a lot of cost to train the software and the model, and you need to have the overall capability to do a lot of integration and also domain controller as well. For example, you need to be able to combine all 4 SoCs into a super domain controller so that you can make them as light as possible and as affordable as possible. And these remain very challenging for many industry players. In other words, we really have high hopes for our future when it comes to robotics development. Hopefully, we are going to -- we expect to handle a limited amount of SKU integration, not as many SKU as when you're making a car. And we also will try our best to make the pricing of robots as affordable as possible. So it really can truly help and empower thousands of households in the future. Thank you. Operator: The next question comes from Xiaoyi Lei with Jefferies. Xiaoyi Lei: [Foreign Language] I have just one question. Could you please provide an update on the progress of our overseas localized production for next year? And additionally, how do we plan to leverage our smart driving capabilities to drive the sales growth in international markets? Gui Hongdi: It's Brian, again. Just to address your question on overseas plan for next year. You're right, we actually initiated our local production this half -- second half of this year with first factory in Indonesia and also the -- another factory production facility with partnership with Magna in Austria. Those, I think, is slowly ramping up the capacity. So we anticipate the volume for next year's production in these 2 plants will continue to rise and support our overall sort of overseas growth. I think in the Europe, we are looking at the tens of thousands in terms of numbers of vehicle locally produced there. And in Indonesia, I think probably a smaller, but also a sizable number, high thousands is something that we want to achieve. Looking beyond those 2 plants, we continue to look at additional opportunities to have local capabilities in other markets as well as building local supply chain capabilities to support the localization in these key regions. So we will be increasing our local content, increasing our local stores materials and also looking for further localization strategy to be implemented. So that's something I think is ongoing. I think it's a must do for a company has global ambitions. Looking at the global product sales next year, I think, as Charles mentioned, we're looking for higher growth in the international markets compared to our domestic market. We're also looking for higher contribution economically from those markets. So I would say in the next year or the year beyond, we're looking at a faster growing, higher profit contribution for our international businesses. Operator: Since there are no further questions, I'd like to turn the call back over to the company for any closing remarks. Alex Xie: Thank you once again for joining us today. If you have further questions, please feel free to contact XPeng's Investor Relations through the contact information provided on our website or the Piacente Financial Communications. Operator: This concludes today's conference call. You may now disconnect your lines. Thank you. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
Operator: Good morning, ladies and gentlemen, and welcome to the Elite Pharmaceuticals Second Quarter of Fiscal Year 2026 Conference Call. [Operator Instructions] Before management begins speaking, the conference has the following statement. Elite would like to remind the listeners that remarks made during this call may contain forward-looking statements that involve risks and uncertainties that are subject to change at any time, including, but not limited to, statement about Elite's expectations regarding forward operating results. Forward-looking statements are made pursuant to the safe harbor provisions of the federal securities laws and represent management's current expectations. Actual results may differ materially. Elite disclaims any obligation to update or revise its forward-looking statements, except as required by law. More complete information regarding forward-looking statements, risks and uncertainties can be found in the reports Elite files with the SEC, which is available on Elite's website at elitepharma.com under the Investor Relations section. Elite encourages you to review these documents carefully. With that covered, it is now my pleasure to turn the floor over to your host, Mr. Nasrat Hakim, President and Chief Executive Officer of Elite Pharmaceuticals. Sir, the floor is yours. Nasrat Hakim: Thank you, Matthew, and good morning, ladies and gentlemen, and thank you for joining us today. My name is Nasrat Hakim. I am Elite's Chairman and CEO, and this is our earnings call. Our CFO, Carter Ward, will give you a summary of the company's financials, after which I'll give you an update and answer some of the questions you've submitted to Dianne. Carter, you are on. Carter Ward: Thank you, Nasrat, and good morning, everybody. We filed our 10-Q last Friday. It was for the quarter ended September 30, 2025. That is the second quarter of our fiscal year ending March 31, 2026. And the 10-Q is available. If you haven't seen it yet, it's available at elitepharma.com under our Investor Relations section. So please take a look if you haven't already done so. As always, I'm going to go over the financials, provide some context, some color to the financial statements, and we received a bunch of questions since Friday over the weekend. Thank you very much for sending those questions. I always appreciate that as well. So I'll do my best to answer those questions as I go through my presentation. Let me start with the P&L. Our total revenues for the quarter September 2025 quarter was $36.3 million, and that's compared to $18.8 million for the September 2024 quarter. That's a $17.5 million or 92% increase. And then total revenues for the 6 months ended September 2025 were $76.5 million. You can compare that to $37.7 million for the 6 months ended September 2024. That's a $38.8 million increase or 103% increase. So the revenue rate has more than doubled over last year. Also note that our revenues for the entire fiscal year -- entire last fiscal year 2025 were $84 million. So in the first 6 months of this fiscal year, we are almost as much as the full 12 months of last year. And last year was a good year. Last year actually was our best ever. So I think pretty soon, I'll be saying that last year was our second best ever year. The increase is attributed to 2 main factors. These are the same factors that I mentioned in our last call back in August. First, the Elite label has become well established in our niche markets. The 2024 fiscal year, we're in 2026 fiscal year. The 2024 fiscal year is when we launched our Elite label, we were unknown then. That initial launch included our generic Adderall and a few other products. Now we've been in the market for those products for 2.5 years. We're a known entity. The product lines from that initial launch, they have a secure and growing market share and revenue streams. So Elite continues to distinguish ourselves as a reliable supplier of quality product. That's one of the -- that's contributed to our growth in revenues. The second main factor is the Lisdexamfetamine product line. That's Lisdexamfetamine is generic to Vyvanse. It's a very large market with high demand. That was not part of the initial launch from 2 years ago. And it was also not launched until the last quarter of last fiscal year. So that's earlier this year, March 2025 quarter, earlier this calendar year. So that's why Lisdex is not reflected in year-on-year numbers. September is the second quarter of our fiscal year. Lisdex wasn't launched until the middle of the fourth quarter of the last year. So this September quarter is only the third quarter of substantial commercial operations. So keep that in mind when comparing September '25 with September '24. 2025 has Lisdex, 2024 does not. So that's a big difference, a huge difference. Moving down the P&L, we had a gross profit of $14.1 million, compare that to $8.2 million for the September 2024 quarter. That's $5 million or 72% increase. Gross profit for the 6 months ended September of 2025 this year was $41.3 million. You can compare that to $16.7 million for the 6 months ended last September 2024. It's a $24.6 million increase or 148%, well more than double. So now I received a few questions on revenues, margins, quota and direct versus indirect sales. So I'll address all of those here because they're all very much related. So a few shareholders noticed that revenues were down from the June quarter, and they wanted to know if it was quota related. Well, the short answer is whenever you're selling controlled substances like generic Vyvanse and generic Adderall quota is always a factor, although what I'm going to say is probably not what the shareholder had in mind when he was saying the question. So -- but with regards to the September quarter, as compared to the June quarter, we've noticed an increase in quota for generic Vyvanse, which served to increase supply in the market. We also got quota. Result was that we increased our volumes, but we sold at lower prices as compared to prior periods. I mentioned this a few times in our last call in August, there's more than 10 suppliers that we compete with for generic Vyvanse and that creates downward pressure on prices. Whenever you increase supply, there's a downward pressure on your prices. This is typical generic business model with higher prices at first and they eventually stabilize. And that's what's happened with the generic Adderall, which we've been selling for years, and a similar track is being followed by the generic Vyvanse, which is still a relatively new product for us. We've seen stabilized price levels for quite a while now, but generic pharma is a very competitive business. So don't ever forget that. We don't. With regards to direct and indirect sales, let me first explain the difference between them. First of all, direct sales or when we sell directly to a pharmaceutical chain and that customer handles the complex supply chain logistics, ensuring that their retail locations are properly stocked. The logistics are complex. There is a high infrastructure investment that's required by the customer. Few customers do this, makes sense for them, but many do not. Indirect sales are when we sell to a customer, but this complex supply chain is handled by a third-party wholesaler such as the big 3, we call it Cardinal, McKesson or Cencora, everybody knows those names. The wholesaler has the infrastructure and the expertise to handle these complex and sophisticated supply chain requirements. quite a bit of investment is required to do that. And there's much greater volume and market share available through the indirect sales model, but at lower margins since the wholesaler, they charge for their services. So the takeaway here is that in order to achieve larger market share within a more stable and reliable business model, you will almost always end up with an indirect sales bias in your revenue streams. The customer wants not just a reliable supplier, which Elite is, we are definitely that, but they also have a complex supply chain that requires the resources and expertise of these large third-party wholesalers. So this is just how the generic market works in the U.S. And also, when you first stock up a new product with a wholesaler, like we did with Lisdex this quarter, there's onetime stocking fees that they charge you. And that results in higher COGS, cost of sales and lower margins. So that happened with Lisdex, and it is also a contributing factor to the lower margins as compared to the prior quarter, but those are onetime stocking fees. So we're past that now. Moving down the P&L. Our operating profits for the quarter ended September 30, 2025, were $8.2 million. You compare that to $4.7 million for the September 2024 quarter. It's a $4.7 million or 136% increase. The operating profits for the 6 months ended September of this year were $29.9 million, and you can compare that to $7.3 million for the 6 months ended September 30, 2024. Last year, that's a $22.5 million or 307% increase, both very substantial. Now to the cash flow statement. Operating cash flow for the 6 months ended September of 2025 this year was $19.9 million as compared to operating cash flow of $4.6 million for the 6 months ended last year, September 2024. That's a $15.3 million increase, 333% increase in operating cash flow. On to the balance sheet, which continues to strengthen. Working capital as of September 30 this year was $75 million. You can compare that to $46 million as of the beginning of this fiscal year, March 2025. That's a $29 million or 63% increase. I always like to drill a little further into the working capital, and you see the current assets increased from $58 million to $86 million, while current liabilities decreased from $11.8 million to $10.7 million. So current assets continue to increase with current liabilities decreasing. Assets gone up $28 million. liabilities have dropped by $1 million. This is not something we see that often, and it's happened several quarters in a row for us now. It's a very positive trend. But just know that liabilities can't decrease forever as you grow, just your accounts payable and things like that also grow. That's just how it works. So eventually, liability is going to hit some -- it's going to hit a floor at some point in time as we continue to grow. So they'll hit a floor as far as dollar value and go up in dollar value. But the thing to keep in mind, what's most important is the ratio between the assets and the liabilities. So as long as the growth in the current assets is greater than the growth in the current liabilities, that's what we want to see happen. That's the trend that's been always happening, and we expect that to continue, and our balance sheet will strengthen as that continues. The reduction in liabilities is not just limited to current liabilities. When I talk about working capital, I'm just talking about current liabilities, but we also have noncurrent liabilities. They are also reducing. So if you exclude the derivatives, the noncurrent liabilities were $5.2 million in September of this year. You can compare that to $5.6 million in June of 2025 and $5.8 million at March of 2025, beginning of the fiscal year. So we went from $5.8 million down to $5.2 million. The takeaway here is that Elite has low debt. And it's not just low debt, it's debt that continues to decrease while working capital increases. Both of these are hallmarks of a strong balance sheet, and we certainly have that. I got a few more questions over the weekend. going to add to my presentation here, and I'll like to address now. One of the questions was, please explain why the R&D expenses have declined. They were $1.4 million this year, September 25 for the quarter versus $2 million for the September 2024 quarter. Just know that R&D costs, they don't flow in a straight line, and they really depend on what we're doing at any point in time. Last year, 2024, we were in the final stages of getting the Lisdexamfetamine approval. There were more resources expended, more activities going on last year as compared to the most recent quarter, and we see how well that worked out when we launched the Lisdexamfetamine in January of 2025. So really, we're just talking about a timing difference here. R&D continues as always. It's just something that it's not a flat line type of expense. Some quarters will be more than others, especially when we are in the final stages of approval for a major product. Another question was discuss the increase in G&A, general and administrative costs. The G&A cost for September of this year -- this quarter, September 2025 was $4 million and against $2.3 million for September 2024. G&A cost for last quarter, the June 2025 quarter was also $3.4 million. So this quarter, we're even more than the June quarter. So the answer lies in 2 areas. First, sales administration and secondly, compliance. or let me talk about sales administration. With a business that has more than doubled in size, the back-end side of the business has become not just larger, but more complex. We're processing more purchase orders, more shipments, returns, collections, managing quotas, forecasts, et cetera, all of those types of back-end activities. That requires increased resources, both in-house and third party. We have third-party people that help us as well in this area, and that has costs. On the compliance side, rapid growth of Elite also creates complexities that require increased resources, and this is part of the G&A cost. We have registrations in all 50 states in Puerto Rico in order to do business there. And many, many of those states also require separate tax filings. So we have to comply with that as well. That takes consultants and in-house and third-party resources. We have to hire people in-house, plus there's a lot of consultants and subject matter experts in those areas, which are quite specific and specialized. And so the cost of compliance has risen with the size of the business. Another question is, what is the current headcount at Elite? Well, we have 65 employees currently. It's really amazing though, when you look at our results and our performance, having only 65 employees is quite remarkable. Last question. Inventory has fallen since last quarter. Does that signal a decrease in future demand? Very good question. The inventory was $19.4 million on June of this year, 2025. It's down $18.2 million in September 2025. That's a $1.2 million decrease. There is no signal here. This is more really just some timing differences. We have an arbitrary cutoff date, September 30. There are shipments that may have just been delivered to customers at that date, and we have a bunch of raw materials that are on the way, but not yet received. So the inventory goes down on the finished goods and the inventory not yet coming up on the raw material side of things, it's all just business as usual. It's really the ebbs and flows, nothing other than timing at the quarter date and no real signal there. So to sum up the financials, we had strong revenues, more than $36 million for the quarter. We have 6 months revenue of $76 million. Elite continues to perform well in the market. Margins are down due to generic market competition, but the balance sheet is strengthening. Cash flow is solid. Working capital is increasing and debt is decreasing. A really good trends and metrics. So halfway through our 2026 fiscal year, we are well on our pace for our best year ever. Our next quarterly report is due in February 2026, and I look forward to speaking with everybody then. Now I'd like to introduce our Chairman and CEO, Mr. Nasrat Hakim. Nasrat Hakim: Thank you, Carter. It was another good quarter for Elite. Generic Vyvanse, generic Adderall, both IR and ER and Elite's new product launches all contributed to Elite's substantial growth compared to the previous year. Lisdexamfetamine, which is generic Vyvanse, a central nervous system stimulus used for the treatment of ADHD was launched early this year. And we have maintained an 8% market share according to our internal data. IQVIA have not caught up yet with our internal sales and marketing. We are at about 8% market shares. Lisdex is a big reason for why positive quarter and the previous quarter comparing to the previous quarter of the same year are so far apart. Last year, we would not have Lisdex and this year, we do. And that is an testament to our continuous growth. Comparing this quarter's sales of Lisdex to the previous quarter, we picked up volume as the market volume grew and the brand to generic conversion continues. And I could see that trend still goes on for a little while longer. Lisdex volume grew 6% this quarter compared to last quarter according to IQVIA. Price competition, though, did increase. And as Carter indicated, that's what led to the situation we're in. excellent financials, but doesn't compare to last quarter due to the factors that Carter just explained, and we talked about in the last actually meeting as well in August. When comparing our second quarter fiscal year to the most recent quarter, we see reduced revenues and profits from Lisdex. This is to be expected as we discussed. This is nothing to worry about. We expected this phenomenon. We expect this coming quarter to be as solid and things stabilize by now. For now, though, as I stated, the pricing for the next quarter should be steady, and we expect the generic market to continue to grow as the brand to generic conversion and as doctors start to prescribe it more because now it costs less as insurance companies start to accept it more. IQVIA shows Elite a market share of amphetamine IR averaging 19%. Compared to last quarter, actually, Elite even grew our volume of sales, maintaining very attractive margins. So in IR, we're a very small company compared to the competition, but we command 19% of amphetamine IR. For amphetamine ER, our market share is about 12% according to IQVIA. Elite target continues to have attractive margins. We're not selling at any prices. Kirko is looking for attractive margins and selling exclusively under our Elite label. Isladepine and trimipramine are smaller market, but each with only one other competitor. Each has a strong market share percentage-wise, and these products have high margins. Loxapine and phendimetrazine are also small markets with 2 competitors and good margins. For phendimetrazine, we command 30% of the market share. Naltrexone and phentermine are now being sold exclusively under the Elite label. Precision dose license for those products ended in September. Phentermine and naltrexone markets both have competitors that command about 90% of this market. We will target building sales under the Elite label for both, and we're doing very well already for naltrexone very well. Elite recently launched Oxy/APAP, Percocet, Hydro-APAP, NORCO, generic APAP with Codeine and Methotrexate. Each market has 2 to 4 primary competitors. Elite currently has a minor but growing share for each of these products. We are not aggressively pursuing these because they are high volume and low-profit products, and we do not want to prioritize them over the 3 main products I just spoke about, Lisdex, Amphetamine IR, Amphetamine ER. So we're staying in the market. We're continuing to get shares that suits our manufacturing needs and sales and marketing needs. And when we have larger capacity, we can be more aggressive with these products. We have a couple of in-process launches. We received approval for Ropinirole ER that we plan to launch in Q2 most likely. We're going to prepare for the launch in Q1. We'll end up launching end of Q1, early Q2. In addition we have methadone, a generic product that's already approved that we are planning on launching once we can prioritize it accordingly. Our partner, Dexcel in Israel launched Amphetamine IR. There is only one other competitor in Israel, and we expect this to be an attractive market. Good potential for other business opportunities with them. In our development pipeline, we continue to progress. We have right now pending under review after FDA review, Oxy ER, which is the generic for OxyContin. This is a Paragraph IV filing, and the patent lawsuit is on a stay right now. We have submitted our answer. We are waiting for Purdue and the court what to do next. This is as far as Elite is concerned. We're not talking about the lawsuit that was just settled with the Sackler family for $7-plus billion and now the states most likely will own Purdue. We're talking about the lawsuit as a Paragraph IV for Elite filed product. We responded to the courts. We wait for to see what Purdue and the court want to do, and we'll update you accordingly. We previously announced a successful BE study for an undisclosed anticoagulant generic. We expect to submit an ANDA for this product most likely in Q1 of next year. The brand has an unexpired patent listed in the Orange Book. And so commercialization of this generic product requires that we address the and expired patent. We'll determine our approach for this patent closer to the time of filing. We will definitely have to notify them, of course. We have other generic products in the pipeline that we'll update you on and announce once a material event occurs. As Carter indicated and I said at every single conference call, R&D continues to be a priority. Regarding merger and acquisition and uplisting, Elite continues to actively pursue M&A and other alternatives such as uplisting. M&A is our primary focus. As I indicated before, I gave the team until the end of the year to show me that this is a viable option. Well, it is looking like it is. We have had a company unsolicited asked to visit the site. The President and the -- of the U.S. division and the Global Head of Manufacturing requested a site visit, we granted it. We accommodated them, and that is concluded. Our consultant presented us with a list of companies that they approach. Several showed interest in M&A with Elite. I expect at least one of them to visit this year. Our primary focus is M&A for the foreseeable future. I get a lot of questions about that. We are focused on M&A. If we determine that that's not working, we'll consider other alternatives. To sum it up, Elite is executing its strategy of developing and filing new ANDAs, growing sales, supporting working capital growth, maintaining a strong cash position and Elite's stock price reflects the company's growth. Elite maintains a strong reputation of a dependable supplier. And that's going to help us tremendously when we launch new products because they see and have seen what we can do with controlled substances. We never overpromised. We've always delivered, and we established credibility. So now everything else that we launch in the future, we have already established a good reputation for companies to be with us on it. Lisdex is expected to continue as a key product for Elite with attractive margins. Amphetamine IR is a mature market, and we expect to defend our strong market share. For Amphetamine ER, we are targeting additional volume while maintaining pricing as our previous partner, Presco phases out. They still have some product that they're still selling. Elite has a history of robust growth for several years in a row now. I'm not going to recite the numbers from $7.5 million till today, where we're going to way go over $100 million this coming year. We're 2/3 of the way through, 75% of the way through. That is a huge achievement from $7.5 million to almost $75 million now in 2 quarters only. Elite is positioned as an attractive midsized generic pharmaceutical company with consistent profits, steady growth and a low debt. Our stock price remains strong, and we continue to evaluate M&A and other options. All right. Let's go to Q&A. Before that, let me say a word regarding Q&A. If you ask intelligent relevant questions, we will do our best to accommodate you. Buffoonery questions and comments will be ignored. Nasrat Hakim: All right. Please provide an update on the pipeline and the status of the various drugs in the pipeline. Do you anticipate additional ANDAs to be filed by the end of this year or half of 2026? Are we still on target for the Q1 submission to the FDA of the $27 billion drug? That's the anticoagulant blood thinner. Is the anticoagulant product still planned to be filed in the first quarter of 2026? The answer is yes. And because there are a lot of questions of interest about this group of subjects, so let me combine them all together and start with R&D. Commercialization is the final stage of R&D, okay? So everything we have in the market at one time was an R&D product. Whether you buy it, acquire it, build it in-house, it's now the end stage of R&D. We have a very solid portfolio that you have seen how it took us from $7.5 million to where we are today. We have a couple of small products that are approved but have not launched yet, okay? So first, you have the products in the market, then you have the products that you're going to send to the market. Then we have OxyContin ER, which is under review by FDA. So now you have the pipeline populated by something the FDA is reviewing that's going to become in the market. Then we have the anticoagulant that test the and will be filed next year. It will be filed next year, Q1 or Q2, most likely Q1. And in addition to all of that, we also have generic formulations that are going to go into clinical trials, and that's what Carter was talking about. Sometimes the cost is very high because you have things that are happening at the same time and sometimes you're preparing for them. So sometimes the R&D cost is much higher than others because certain events have taken place. So the next step we had, we're going to go into clinical trials. Clinical trials cost a lot of money. And we have others that are in the early stage that have not reached the point of clinical trials. We are fully populated from early stage to clinical trials to already past clinical trials to already filed with FDA to already approved to already in the market. It doesn't get better than that. We are on solid grounds. Next set of questions is List ex capsules by Elite are doing very well. Is there any chance Elite will expand its product line to include Lisdex chewable tablets in the near future? Does Elite have the capability to manufacture chewable tablets? Okay, not today, but it's very easy to modify our equipment to do that. That is an excellent question, by the way, an excellent comment. I explored it before, and we decided to stick with Lisdex because it was where all the money and most of the money is. I will go back and take another look at this because we were actually looking at that at one time because not too many people are in it, but Lisdex is too huge for us to ignore the actual product and go after a little niche. It's something to take -- go back and revisit. Would there be any consideration to breaking off SequestOx into a separate subsidiary of Elite to potentially be sold off as a stand-alone. I don't think so. It would not add a lot of value. When are methadone and [indiscernible] launches planned? And honestly, I've already given the answer in my presentation, but I'll give you a more accurate answer. As soon as operations and sales and marketing make them priority. We have a lot of other priorities that are bringing more money. These products are in there. We're ready to launch them as soon as we get green light that operations think they can fit them in without impacting our main products and sales and marketing says people are screaming out for them. Is Elite considering purchasing any additional ANDAs like we did when we repurchased the stuff from Nordstrom? That's a very good question, actually, yes. This is one way for us to enhance the pipeline, and I'm always on the lookout. And it's not really an easy task to find the right fit for your company. And there are other ways to also do that, that I will not discuss today, but maybe we'll talk about in the future. It's a very good question. DEA quota. Could you please also speak about the increased quota for Lists as of September 25. Does Elite expect to capture some of the increased quota? If so, how much? We saw 2 articles involving the increase in quota for Adderall and Vyvanse in September and October by the DEA. Did Elite benefit from these quota increases? Yes. Does Elite expect to receive more quota given the recent limit increases on both Vyvanse and Adderall by the DEA? Or has Elite already received more? We have. So just to answer them all together, yes, that is true. The DEA relaxed their quota requirements. We received our allocated portion what we requested of our full quota this year without any issues. for all 3 products. That's the good news. The not so good news is that they are doing this with everybody else. So now everybody else has got them. I like it better when they were tight because we were experts at navigating through the DEA. I'll digress for a second and give you a real-life example of something that happened. We were looking for sales and marketing group to buy before we hired Kirko and about the time we were with Lannett. And we found a company in Florida that had the sales and marketing portion and they lost their products. So this is great, great fit. We have products one thing when I met with them, the product they could not sell was amphetamine. And when they said this was Adderall and they couldn't sell it, I immediately walked away and we hired Kirko. So one company went bankrupt because they could not get the quota to sell for Adderall and other company became a superstar because of the same issue. It's knowing how to navigate around regulatory agencies and your relationship in the industry. Question on legal, meaning SequestOx. Any update on the patent litigation for SequestOx? And then concerning generic OxyContin -- sorry, OxyER, SequestOx. Concerning generic OxyContin, on [ 9 2 25, ] Purdue filed a cross motion to extend the 30-day -- 30-month stay. When would that stay expire, if not extended, okay? So as to the first part, any update on patent litigation for Oxy ER, the answer is we really responded to the court, okay? We await Purdue and the court's decision, what are they going to do next? Is the court going to say, no, proceed with discovery? Are they going to narrow it? Whatever happens, we will hear about it. And once we do, we'll make it public. I don't know what will happen with the [indiscernible] stay. Now that the court ruled just a couple of days ago that the Sackler family is no longer in charge, they accepted the settlement for $7-point-some billion. Now the government is going to take charge of Purdue, and they're going to be in charge of OxyContin. Are they going to open the door for all the generic companies to get in? Or are they going to insist on 3Month stay? I don't know. This is an uncharted territory. I've never seen the government take over a company before in the pharmaceuticals. So we'll see what they're going to do. If they do away with it, then everybody gets in. If they don't, we'll all have to wait 3 months. Potential sale of the company. All right. Questions on potential sale of the company. On the merger and acquisition front, was the company valuation done? Listen, yes, any consulting firm task to selling a company will do evaluation to establish a range for many reasons, including knowing who to approach to buy the company. They need to know who has the balance sheet to buy the company without looking at the company and seeing what you're worth, they cannot do that. This is one of many reasons. But they never tell you you're worth X. It's always a range, you worth between X and Y. Has the M&A firm identified potential buyers? Yes, several. Has Elite received any offers to sell the company? We are not at that stage yet. What is the current impact of SequestOx technology and IP on ELTP's valuation as it pertains to the potential sale of ELTP? It doesn't really contribute that much because we are being evaluated on our profits and revenues, okay? This will be the sexy stuff. The fact that we have low debt is a huge thing. The fact that we have the our technology. these are extra factors. But the main driver is how much profit do you have and how much revenues, what's your pipeline and what's your R&D status. 20 years ago, 15 years ago, 10 years ago, our technology [indiscernible] was really sexy. Today, it's not as sexy. Can you share any information on valuation done on the lead by a third party? No. That is counterproductive. So again, if somebody and the company does, they'll say your company is worth between X and Y. If I make that public, I am doing you and the company this service because somebody who signed to buy us that uses different model will immediately revert to the model that produces the least amount of money and they start negotiating from the lowest number down. This information is confidential for a reason. We keep it confidential because we don't want anybody to know because there are multiple ways of calculating the value of a company. If you calculate it on a [ PE ] of 20, okay, you will get a different number than going EBITDA times 12. And both of them are valid ways to evaluate the company. there are other factors that come into that. So no, we cannot share that. Is uplifting the more likely scenario now? No. We are preparing for all contingencies. M&A is still in the lead. A question about the facilities. Can you please give us an update on retrofitting the old packaging space with the new manufacturing suit? Has any manufacturing space been designated for a pilot scale manufacturing suite? We already have a pilot scale facility in building 165, so we don't need to do that, okay? The space for the old packaging line will be utilized for encapsulators, among other things. But to that end, the new packaging line and the old packaging line in the new facility are working out very well. Packaging and sales and marketing are the 2 parts of the business that I am comfortable they'll serve us for years to come from the standpoint of expansion, okay? The packaging line is fully functional, sufficient for our needs and ready to support us for years to come. That was the last question. That concludes our conference call for today. We'll talk to you again in February. Thank you all, and thank you, Matthew. Operator: Thank you. Everyone, this concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.
Jeremy Frommer: Good afternoon, everybody. Thanks for joining. I'm going to get us started here in about a minute. So I figured if you don't come today's call without a question for me, I'm not 100% sure why you're here. You have to have thought of some question or some piece of knowledge you're trying to gain from joining an investor call like this. I try to think about these calls more as Q&A opportunities than there are opportunities for me to speak too much. I wrote down a few thoughts. Often, we talk about inflection points. If I look back over the last 10 years, I'm sure I've written many letter as a CEO and as a Chairman about an inflection point, and the truth is, is that in the micro cap in the small-cap world, the entire journey is defined by a series of inflection points because it's so much about survival in the beginning. It's not as much as people think, I have a great product. I have a great team. It's about how you deal with a lot of rough times getting something off the ground. And all entrepreneurs know this and all the best ones have gone through it. And shareholders in this space in the public markets, which let's not call them something that they're not. They are public markets, but they behave like private markets. First of all, any investor who invest is in the small-cap entrepreneurial world and is looking for short-term gain is in the wrong space. This is like the private equity market. It's 6- to 10-year holding period. And if it's a score, it's a big score. So this is really about in our world, it's really about surviving particularly when there is very little there's very little clear paths, it's a space filled with obstacles. Many of the shareholders on the call today are from an acquisition we did recently with FLYHT previously named [ Fluger ]. And really, when you look at that acquisition, that was a win-win for both sides, that's the kind of -- if you're a shareholder, and you're in a company, for instance, that's entrepreneurial-minded like [ Fluger ] was looking to IPO itself and along comes an opportunity for a company to purchase it that's on its way to that IPO. That's an inflection point. Now, when you're a shareholder in this space, you're looking for something real, something transformative, big score. And that 6- to 10-year waiting period has to be rewarded with the proverbial 10 bagger. But there really is a deeper truth that drives both companies and investors forward. And that is creating or in our case, recreating or being part of the future. And in an age of radical transparency, I thought we'd get right to the point of the call, which is the future. What do you want from it? And what do we want from it? You want to be able to have tradable liquid shares in a company that I hope you're invested in over time that will make the time invested with the value earned at the end of it. And so when I look at what I want, I want to be able to be rewarded for providing you with that opportunity. I would like to be able to run a company that competes in the public markets, makes money in the public markets and trades at a significant premium because of the quality of its team, its earnings, its product and its entire narrative. In our case, that narrative has changed recently. And that's because economic cycles change rapidly, not just that they change rapidly in terms of the scope of the change, but they change rapidly in terms of the time between business cycles today. Utilizing a publicly traded entity to buy or build private entities to create that arbitrage of value is something that people have chased for hundreds and hundreds of years of modern capitalism. I think that when we look at created and what it's gone through the past I would say, 6 months since the acquisition of FLYHT, it has been to set us up to deliver on that value. How we're going to deliver on that value is by racing for a listing on a national exchange. And I hope that when we get to the national exchange, rather than find the reward of management to be sellers. My goal is hopefully to have turned many of you into buyers. And with that, I would say, again, what you want, I understand. That's the role of the CEO. Many of you I have spoken to directly over the phone. Many people are uncomfortable with this kind of radical transparency that I practice. I don't know any other way of doing it. And so for me, I know what you want. I hope that you know what I want. And then you trust that you'll put your money into an investment that I will take seriously and work to create the return on that investment that you initially made in either my company or FLYHT. With that said, I don't want to discuss things that I've already put in the press release. I'd like to talk about any questions that you may have regarding the earnings regarding the revenues, regarding the uplifting regarding getting liquidity in the stock. Any questions that you have I'd love for you to just ask the question whether it's through the chat or raising your hand. And one of us will see it and answer your question. So who's going to ask the first question? Jeremy Frommer: Okay, I see 1 question. What's the question? Aya, do you have the ability to.... Unknown Executive: Yes. Here, I see Michael has raised his hand. Jeremy Frommer: Michael, how are you? Michael? Unknown Analyst: Can you hear me? Jeremy Frommer: Now I can hear you. Unknown Analyst: Yes. This is [ Steve Cohen ], Mike, are you there? Yes. I'll go first if its okay for Mike. Okay. So I'm Steve Cohen, and I missed the very first part. But is your goal to raise more money from the investors in order to get to the different offering. Is that your ultimate goal? Because I watch the stock and I watch the price and I've seen it come down. And I don't know if it's being delisted or not. But what's your goal for getting it on a different exchange? Jeremy Frommer: Thanks for the question. That's, again, as I said, it's what you guys want to hear is the plan for that. There's no plan for me to raise any capital in the near term. We have done all the raising we've needed to do. And we will now apply to a national exchange I don't like to say which exchange until we actually do it. But I mean, as a side note here, the very nature of the NASDAQ makes it more susceptible to the thing that I didn't understand when we first started trading on the NASDAQ. And remember, Steve, I've gone through this process before. The stock was up on the NASDAQ originally. Now I've been CEO throughout that period. And what I learned was if you think that you're going to get an underwriting done to get your stock up to a national exchange and avoid the toxicity that comes along with it, it's almost an impossible feat. So what we decided to do because to have raised enough cash over the last year, such that we've increased our net equity, we've increased our shareholder base. We've increased our market cap. And now we've increased our cash, we can apply to the exchange of our choice and not have to do a traditional underwriting. We're far from being delisted, man, we were delisted. We were kicked off the NASDAQ kicked down to the OTC kick down to the pink sheets. All because of a series of unfortunate events in a very difficult time in this environment, this small-cap entrepreneurial space. But far from being delisted, we're getting ready to apply to a national exchange and doing it in a way that others don't try to get it done. And I think that's one of the most important things that I'm trying to articulate that what we're going to attempt to do is list to a national exchange without a traditional underwriting without raising additional cash from here because we have already raised the cash. Any other questions around that or anything else, I'd love to answer, Steve. Did that answer that question for you? Unknown Analyst: Can you still hear me? Jeremy Frommer: I sure can. Unknown Analyst: So -- but doesn't -- like I don't -- how do you go from paying sheets to the NASDAQ? In other words, so we raised revenue. What are we going to do like -- I'm not familiar. Is it a new listing? Is it a public offering? Is it -- how do you get -- it's what? Jeremy Frommer: Well, I mean, it's an application. There's -- at both the New York and the NASDAQ, there's a listing group that is there to work with entrepreneurial, that's their job, getting entrepreneurial companies listed on the exchanges. You have to hit certain criteria. One of the toughest criteria that micro-cap and small-cap stocks face is hitting the net equity and maintaining the net equity threshold. And sure enough, that's why we lost our standing on the NASDAQ many years ago. And so we already today, because of a lot of hard work by a lot of good people. We've been able to rebuild our balance sheet such that we've got nearly $10 million in positive net equity. And so when we uplift to the exchange, we've already got the cash needed. And to do that, you need to have approximately, approximately -- whatever your burn is, you have to have approximately 15 months of that value in your coffers cash-wise. Then you have to have over 400 shareholders, of which we have. Then you have to have a minimum amount of shares in your float of 1 million shares. And then finally, you have to have a market cap of approximately $15 million of the float -- the float cannot include my shares or my partners' shares. That one is a little tougher to hit every $0.01 up is $0.01 closer to that number. But again, there are multiple -- it's like getting listed on a national exchange. It's like a Rubik's Cube. There's auditors, there's as I just articulated, there are qualifications, there are conversations that are subjective about your business model with the listing groups at the top of the exchange then you're signed an agent to look upon your company and turn you inside out and analyze you. They remember the -- like when we all look at reality of the space and the people who have invested in -- who have invested in our company when it's one of your first investments in sort of this small cap arena, I empathize. I particularly empathize with the horrible 2 or 3 years we've had. Believe me, it's done much more damage to me than you. But the truth is that in the end, the only way to a national exchange is through months and months of work and focus by an expert team. There's no kind of shortcuts. But if you make it and if you do it the way we're trying to do it then you're the 1 in a 1,000 shot and it really is a 1 in 1,000 shot, right? On the OTCQB alone, there's approximately 1,200 companies. Now that's where we are today on the OTCQB. On the New York Stock Exchange, I don't know, maybe 3,000, I just don't know these days, how many are on it. Of the CEOs on the OTCQB of the 1,200 I wouldn't be surprised if less than 10% are qualified to run a national exchange company. It's kind of like race car driving, right? Steve, it's like you can't get into a car that you can't drive. So like how we get up to the exchange man, I know like I, again, particularly for the investors who are in [ Fluger ] and had been looking for that IPO moment. The problem is, is that the world changed so significantly in this space when the capital markets dried up that if people didn't do the kind of deals we did in that moment to generate the type of net equity you need to qualify for an uplifting to a national exchange than your company is dead. And so after the OTCQB, there's about 10,000 stocks on the pink sheets of which there's probably only 10% of them -- well, less than that, I would say, probably like 1% of them, 2% of them who are qualified to get their company off the pink sheets up to the OTCQB. And then once you're on the New York, the ability to take your company, the first step everybody talks about is a $100 million company. And that's for another question. Let me answer some other questions, please. Unknown Executive: Andrew is raising his hand. Jeremy Frommer: Andrew, how long have you been invested in following my story? Andrew Qranah: Around 5 years. I actually -- I invested when it used to be about $3. And I never sold when it had like $10 or $9.80 and I've been stuck since then. By holding. Jeremy Frommer: I wish I -- you know what, I really wish all of you had been able to sell the prices like the amount, like I feel for you, particularly when I see names in our NOBO List, when you run a micro cap stock, people think it's just their impression of you is totally different than what it really is, although I'm sure there are a lot of guys out there who are just bad guys trying to manipulate the system. But when you're not, which I am not and you go through this journey and you see shareholders like you on for 5 years, it's like I was looking at the NOBO List earlier, and we have like 11,000 shareholders and a lot of them have only 200, 300, 500 shares. And so many of them are familiar to me, and I really -- that's why I get on the call. That's why I try to do it differently than everybody else. Like I -- why the hell else you guys that help us try to build a dream, right? So I appreciate that, Andrew. Andrew Qranah: We appreciate everything you've been doing. Now as you've seen a lot of my comments, I've always been and will always be worried about reverse split especially after the last one that hit us it kind of secreted us up really bad. How likely it is for us to have another one. And if we do have another one, what would it be? I know the last one was 500:1, I believe, if I'm not mistaken, what would it be? Jeremy Frommer: That was the survival reverse so to speak. It was either that or wind up in the gray markets, which would have been into everything. I often think about that. I have a few stocks that I invest in the space, like if I think it's interesting. And obviously, I'm always for some f****** reason, averaging down as opposed to averaging up. But particularly when it comes to a reverse split for survival, the only thing an investor really can do is either sell or double down. And I think that, that was a really tough moment for all of us and for all the shareholders. As far as the future, Andrew, look, right now, you have to trade to qualify for the New York, you have to trade for 20 trading days in a row, 30 calendar days above $3, all right? Now there are a lot of theories obviously about reverse splits. On the last reverse split when we got wiped. We had to do small financing. Today, we have to do no financing. So of reverse splits where you don't have to do a financing, you're going to be better off than the ones where you do a financing or a toxic structured product. The New York for some reason and the NASDAQ for its reasons and the other national exchanges have chosen to use static numbers as opposed to derivative variable numbers for their listing standards. What do I mean by that? The $3 number is a random number. It has no quantitative meaning no different than if it was $2.50, $4, $2. And so it's a randomly chosen number. No different than needing 400 shareholders. And remember, if you split 10:1 and you have 1,000 shareholders that prior to it had the qualified amount of round lot shares if you split too large, too heavy, you're going to reduce your round lot shareholders and then you're going to have to attract new shareholders to split. So you have to be able to balance the needs of all these things when deciding on a split. So what does all that mean in answer to your question. First, it means there isn't really a simple answer that you're looking for. If for some reason, the stock is still here, as we get closer to the moment of listing on the New York of the -- like the application where the gun goes off, and the 20-day count begins, I will reverse the stock if we are here, not because I want to reverse it, but I have no choice. Now look, we could sit and debate theories about whether or not between now and then the stock gets closer to $3. If it does, I'm less likely to split. Obviously, I'd love to see a self-fulfilling prophecy take place in the stock. It's not like -- it's not like it is an impossibility, it is just a lower probability. Now someone bought the stock trading at $0.50. Today, traded whatever, 20,000 shares. I didn't quite catch it before the call. But you're talking about, what, $10,000. So if one does the math, you could make an argument that it shouldn't be that difficult to create buying power that would take the stock to that $3 level. And again, I'm a believer that if it gets to 2, it gets to 3. That's just the nature of these type of trending stocks. But if it stays at $0.50, and we want to go to the New York, then sure we have no choice but to reverse -- but remember, that's not reversing so that we can stay on the NASDAQ or survive another day somewhere. It's reversing leaving a lot of cash on our balance sheet and a New York stock without any debt, like when we list in the New York, we won't have any debt, no more. No payables, a beautiful pure play with a fleet that we're building technology that's driving revenues at ridiculous growth rates these days, higher than I ever expected. So like the reversal come if it has to come, is the answer, Andrew. And I say everybody who fears it, what can I say? There's only one way up to the New York. You have to be over $3. And to stay on the OTCQB makes no sense. What say you, Andrew? Andrew Qranah: Okay. I mean that does answer my question. I appreciate it. Unknown Executive: Next, we have Leigh, who's had his hand raised. Jeremy Frommer: Sorry about taking so long, Leigh. Unknown Analyst: Yes. Just curious about what the proposed valuation looks like of that the Board is interested in... Jeremy Frommer: Good question. Unknown Analyst: For it going public. Obviously, there's been 7 million US raised from my last call with Mark. So taking into account capital, obviously, prerequisite for uplift. Proposed valuation. Just curious on structure. Jeremy Frommer: Yes. Look, on a comp basis, taking a look at our growth rate and our -- just looking at a discounted cash flow for our company, I can easily make an argument that its peers trade in the $150 million to $200 million market cap, like these kind of growing airlines that have what we have, which I think is a little bit of a secret sauce. I don't think you can triple revenues the way we have and lower operating costs without having a little bit of a sauce. But I think when we look at the company, we look to validate ourselves at about $150 million to $200 million. Now where it trades in the microcap space Leigh,. I don't -- I never have nor will I ever be convinced that a price of a stock on the OTCQB is indicative of anything but a bunch of moods people are in on a particular day and how algorithms behave in an era of rapid trading in this space by a few market makers. And so like getting the hell off of the OTCQB is when we'll know the truth of what the value is. But that's my perception of value from the deep analysis that I've done, and I could get pretty geeked out over it with you if you wanted to. Unknown Analyst: Well, sorry, so the $7 million that was obviously raised recently, at what valuation was that money raised at? Jeremy Frommer: Around 50 -- it was $0.50 could be higher. It depends sort of what price we up is that with a $0.50. Unknown Analyst: Okay. So you're proposing that you think you'll have a go-to-market structure of approximately 75 million shares outstanding. Is that correct? Jeremy Frommer: Depends obviously on the reverse, but you're not that far off. Unknown Analyst: Okay. And the comps that you're referring to that sit in that $150 million to $200 million mark, which ones are those by reference. Jeremy Frommer: I mean, you could look at a number of private ones, but I think taking a look at where FLYHT exclusive where some of the drone companies that are involved in the EV toll space that we work with. So like you have to look at sort of those type of businesses, you look where parts of the blade business have sold, there are a couple of interesting. I can't remember off the top of my head, the transportation ones that specialize in organ transplants that I think are very interesting I mean, there's multiple ways to look at it on a comp basis. That's the interesting thing about the company, like the tech alone how much is an Avinode and how much you're familiar with Avinode? Unknown Analyst: No, no. Jeremy Frommer: Avinode is like what I would consider the back-end system of the charter business. that most companies use. Avinode tech, my goodness, I don't really know how much they're worth off the top of my head, but it wouldn't surprise me if it's $0.5 billion to $1 billion. I mean, at least, I mean, the company develops. And then there's like other interesting tech platforms around the space. Remember, I'm not here to run an airline. That's one part of it. I'm here to build tech around the space. Any other questions? Unknown Executive: Yes. We have an anonymous attendee asked how much convertible debt is currently on the books. Jeremy Frommer: Well, there's -- the money that we've raised will convert on the uplift, which -- and that, as I've said, was priced at $0.50, which is all publicly disclosed. So my guess is that -- my guess, again, is that you'd have at the time of uplisting some, I guess, my structure or the plan is that you'd have 0 debt. That's when the previous individual was discussing is extrapolation of 75 million. That was -- there would be no convertible debt at that point. That assumes the 7 million and the $0.50 conversion. Does that help anonymous? Unknown Executive: I don't see any other questions. Jeremy Frommer: Wonderful. Well, I'm glad we had a chance to do this call. Anytime anybody does have a question, best way to do it is to join telling you just join the Slack channel that I often send out e-mails to join because that's where you really understand what's happening. I've chosen to take a very transparent path with everybody. And that is really the way to hear the journey firsthand. I'm not really into using the other social media platforms at this point. And I think that anybody who really has invested in the company can take the time to just join that slack and check in every so often. If you're not familiar with Slack, send our IR group a request, and we'll get you hooked up so that you can follow the story. Unknown Executive: I've also added the link to join our slack in the chat. Jeremy Frommer: Thank you so much, Aya. And thank you, everybody, for joining. Have a good night.
Operator: Good day, everyone, and welcome to today's Flexible Solutions International's Third Quarter 2025 Financials Conference Call. [Operator Instructions] Please note, this call is being recorded, and I will be standing by if you should need assistance. It is now my pleasure to turn the conference over to Dan O'Brien. Please go ahead, sir. Daniel O’Brien: Thank you, Paul. Good morning. I'm Dan O'Brien, the CEO of Flexible Solutions. Safe harbor provision. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Certain of the statements contained herein, which are not historical facts, are forward-looking statements with respect to events, the occurrence of which involves risks and uncertainties. These forward-looking statements may be impacted either positively or negatively by various factors and information concerning the potential factors that could affect the company is detailed from time to time in the company's reports filed with the Securities and Exchange Commission. Welcome to the FSI conference call for Q3 2025. I'd like to discuss our company condition and our product lines first, along with what we think might occur in Q4 2025 and Q1 2026. I will comment on our financials in the second part of the speech. NanoChem division. NCS represents the majority of FSI's revenue. This division makes thermal polyaspartic acid, called TPA for short, a biodegradable polymer with many valuable uses. NCS also manufactures SUN 27 and N Savr 30, which are used to reduce nitrogen fertilizer loss from soil. In 2022, NCS started food-grade operations. TPA is used in agriculture to significantly increase crop yield. It acts by allowing the fertilizer to remain longer for the plants to use. TPA is a biodegradable way of treating oilfield water to prevent scale and to keep oil recovery pipes from clogging. TPA is also sold as a biodegradable ingredient in cleaning products and as a water treatment chemical. A special version of TPA is sold as a wine stability aid in our food division. SUN 27 and N Savr 30 are our nitrogen conservation products. Nitrogen is a critical fertilizer that can be lost through bacterial breakdown, evaporation and soil runoff. Food products. Our Illinois plant is FDA and SQF certified. We've commercialized 2 food products. The first was our wine additive based on polyaspartates that was developed in-house. In August, we announced our second major food grade contract of 2025 and our third overall. As noted in the news release, it's a 5-year contract with protection from tariffs and inflation, has a minimum revenue of $6.5 million per year and a maximum if the customer requests it of greater than $25 million per year. The August contract has reached full production. It's running 24 hours per day and it is now our second food grade product after the wine product. We're reviewing methods of increasing production quickly if the customer requests it. Production began in very late Q3 after all setup and new employee training was completed. The first shipment and first invoicing was in very early Q4. Revenue has already reached more than $1 million. Production will utilize equipment that we have been buying and installing over the last 2 years, but had no customer for. Therefore, very little CapEx will be needed to reach $13 million to $15 million per year in sales and mild CapEx in the $2 million to $3 million range to reach $25 million. In January, we announced another larger food grade contract. In order to achieve the objectives of that contract, there are certain actions that must be completed. For example, we need to install new specialized equipment capable of manufacturing the product. In addition, we needed to install a new clean room because our current clean rooms are not suitable for the processes. There have been CapEx and expenses associated with our efforts to earn the January contract business because our food grade improvements over the last 2.5 years did not anticipate this new product category. We estimated additional CapEx of about $4 million for equipment and plant improvements combined. Most of the CapEx and expenses have been deployed already and the remainder will be spent in Q4. We have substantial cash on hand in our U.S. subsidiaries and access to an LLC. There will be no finance -- equity financing needed. CapEx involving equipment and improvements requires lead time for delivery and installation time prior to testing, leading hopefully to purchase orders for production. These lead times are being reduced as much as we can control and our estimate of the earliest that production could begin is late Q4 or early 2026. After we're satisfied that we can manufacture the product at scale and assuming that we can still meet our customers' pricing expectations, we then hope to begin receiving purchase orders. As such, we believe that revenue could begin in Q4 and could reach significant levels by the start of 2026. Earning these orders and hopefully growing them to the estimated maximum revenues of $30 million plus $25 million per year is the critical goal for the next 4 to 6 quarters. We hope to execute this to the customers' absolute satisfaction and obtain all their business before taking on additional major projects. So this does not mean that we're not looking for more customers. We're already doing R&D work in certain areas. However, it does mean that several quarters are likely to elapse before other major customers are found. We would also like to be clear regarding margins in the Food division. In order to obtain such large contracts from a very low base and in order to negotiate tariff and inflation protection clauses, we have lower margins than we prefer. We hope to be in the 22% to 25% range before tax. Future customers will be selected in order to increase our average margins now that we have a base in place. ENP division. ENP represents most of our other revenue. ENP is focused on sales into the greenhouse, turf and golf markets. We experienced strong revenue in Q3, which we estimate will continue in Q4. First half 2026 will likely have higher revenue than first half '25, but followed by strong sales in the second half of 2026, leading to year-over-year growth. The Florida LLC investment. The LLC had a small loss in Q3. The company is focused on international agriculture sales into multiple countries. Its management has advised us that they estimate a return to growth in 2026, which should translate into increased revenue for FSI. International markets like the U.S. market are stressed. So we expect the growth rate to be low. Agricultural products in the United States remain under pressure. Crop prices are still not increasing at the rate of inflation and extreme uncertainty is present due to tariff changes. Growers are facing a conflict between rising costs and low crop prices, aggravated by political actions. In some cases, sales have been lost for the whole season. As a result, we saw weakness in Q3, which we expect to continue in Q4 and on into the start of 2026. Tariffs. The current tariff on all our imports of raw materials from China into the United States is between 30%, 58.5% depending on the material. We will be careful not to import materials unless destined for U.S. customers who are certain to purchase and are aware that increased tariffs will be added to their invoices. We've now managed our transition to Panama to perfection, and we've had to import some raw materials into the U.S. in Q3. Some of this tariff costs will be passed on to customers. Some will qualify for the rebate program and some reduced our Q3 margins. The Panama factory for international sales. We've nearly completed a duplicate agriculture and polymer factory in the country of Panama that will be capable of producing nearly all the products we sell to international customers. We estimate that the first production from this factory could begin in Q4 2025. All of the equipment has arrived. Raw material inventory is on hand. Leasehold improvements are complete and equipment installation is close to finish. The remaining hurdle is obtaining an occupancy permit from the Panamanian government, which could slow startup. CapEx and expenses to develop the new plant have been funded by cash flow and retained earnings. There will be no need for debt or equity financing. Once operational, nearly all our product for international sales will be made in Panama using raw materials sourced without the U.S. tariffs. There will also be shipping advantages. The new plant is 30 minutes from the port, inbound raw materials and outbound finished goods will not have to be shipped across the United States to and from Illinois. For our international customers, delivery times will be shortened by many days. Reduced shipping time and no exposure to U.S. tariffs on international sales could allow us to increase sales to existing customers and obtain new customers over the next 2 years. We're already providing quotes for potential Q1 delivery. Moving most agriculture and polymer production to Panama, free space at the Illinois plant so that food grade production in the United States can be optimized and expanded substantially as more U.S. customers are found. Shipping and inventory. Shipping prices are stable. Shipping times are reasonable on the routes we use. Raw material prices are stable, but they're increasing in line with inflation. Highlights of the financial results. Sales for the quarter were up 13% compared to the 2024 period, $10.56 million versus $9.31 million. Profits. Q3 recorded a loss of $503,000 or $0.04 a share compared to a gain of $612,000 or $0.05 a share in Q3 '24. Many costs incurred to prepare for the potential new revenue from the food grade contracts announced in January and August negatively affected Q3 profits because they're being expensed as they occur. Some costs for the Panama factory also being expensed quarter-by-quarter. This will continue in Q4 for Panama and Q4 for food products, but at a lower level. We've done our best to maintain profitability as we built the new factory and repurposed the existing one for the new revenue streams in food products. Unfortunately, we did not manage it in Q3, and we are uncertain about Q4, because we don't know exactly when Panama will start or when revenue from the August contract will exceed costs. In Q1 2026, we do expect profits to revert to past levels and increase as our food product revenue grows. Operating cash flow. This is a non-GAAP number useful to show our progress, especially with noncash items removed for clarity. For 9 months 2025, it was $4.26 million or $0.34 a share, down from $5.91 million or $0.47 a share in '24. Cash flow has been reduced by the same costs as noted for profits, and it's expected to rebound in Q1 '26. Long-term debt. We continue to pay down our long-term debt according to the terms of the loans. The loan we used to buy our ENP division was paid in full in June this year. Our 3-year note for equipment will be fully paid in December 2025. This will free up over $2 million in cash flow per year for other purposes. Working capital is adequate for all our purposes. We have lines of credit with Stock Yards Bank for the ENP and NCS subsidiaries. We're confident that we can execute our plans with our existing capital and without resorting to any equity actions. The text of this speech will be available as an 8-K filing on www.sec.gov by Wednesday, November 19. E-mail copies can be requested from Jason Bloom at jason@flexiblesolutions.com. Thank you. The floor is open for questions. And Paul, will you make that happen, please? Operator: [Operator Instructions] And we'll take our first question from Tim Clarkson of Van Clemens Capital. Timothy Clarkson: Great quarter. In terms of getting ready for the new business. Obviously, losses are never good. So I was wondering when you talk about the margins being somewhat lower than your traditional business, 22% to 25%, are those gross margins or net margins? Daniel O’Brien: Those would be our expectation for gross margin before tax. So... Timothy Clarkson: Okay. So what kind of a net number after everything you think you'll make on this business? Would it be more like 5% or 10% or 15%? Daniel O’Brien: Well, let's just take the bottom end, our 20% anticipated gross before tax. In Illinois, we pay roughly 31% tax rates. So 28 x 0.69 is around 14%. Timothy Clarkson: Okay. Well, those are still good margins. Now you mentioned on the first food additive product, the wine product, it's kind of a preservative. What's the functionality on these food products, if you can say? Daniel O’Brien: I'm actually not allowed to say by contract on either of the food contracts. The companies involved really want to keep their -- themselves secret. So I'm sorry about that [indiscernible] customer. Timothy Clarkson: Yes. Well, I'm guessing it would be either a preservative or a taste kind of a thing would probably be what it would impact. Now are these chemicals, brand-new chemicals? Or are these chemicals that you guys have some legacy with? Daniel O’Brien: We have no legacy, but the chemicals are not new to the industry. The -- we've been targeted as a supplier because of our quality and our willingness to work with the customers. So this is an existing technology, and there aren't going to be any like health concerns or areas of that worry. Timothy Clarkson: Did you have some personal relationships with these guys? Or how did the relationships actually develop? Daniel O’Brien: We develop personal relationships based on meetings. One of them, the one I can talk about openly was a meeting at a trade show. So we go about to tell people that our second name is solutions and do they have any problems. And eventually, we find people with a problem, either quality, cost, performance, location. And we solve their problem, and we give them a solution and we get a contract. Operator: And our next question comes from David Marsh of Singular Research. David Marsh: Just wanted to touch on the new contracts. I wasn't following you entirely. It sounded like you've begun realizing revenue on one, but there's a second one that you have not yet begun realizing revenue. You are anticipating recognizing revenue on that in the fourth quarter. Is that correct? Daniel O’Brien: Yes. Maybe this is a great chance to explain how the time frames make this a confusing situation. We obtained a contract in January that we are not going to be able to begin providing product and getting revenue for until late in Q4 because we have to install all the equipment in the clean room. Then we got a second contract in August that we actually had all the equipment and clean room for. So we were able to get the second contract running before the first one was ready to go. And that's why it's as confusing as it can be. Have I explained that adequately? David Marsh: Yes. No, that's very helpful. Are you expecting to be able to recognize revenue on that January contract in the fourth quarter, though? Or is it possibly going to slide into Q1 just with getting the clean room ready and everything? Daniel O’Brien: We think that Q4 is possible. We know that Q1 is for sure. It might even just be weird things like Christmas breaks that caused us to slide into Q1, but it is that close. So no guarantees for Q4, definite guarantees for revenue in Q1 '26. David Marsh: Got it. And are you providing any guidance for Q4 at this time? Or are you just going to hold off for now just because of the uncertainty around that second contract? Daniel O’Brien: Yes, Dave, we almost never provide guidance unless it's about a specific item because we've been wrong in both directions so many times when we did it in the past that we feel it's -- we're too small, too nimble for our own good. And we just can't give guidance that we feel is valid, so we don't give it. David Marsh: No, I understand. Let me ask one other question around the top line, if I could. When all 3 of the contracts, the January, the August contract and then the ongoing wine contract are running and hitting on all cylinders. What do you think that the run rate annual revenue for those 3 contracts is going to look like? Daniel O’Brien: When and if -- now let's say if because it's up to the customers. But if we get all the business from the customers that they believe they have to -- for us to earn, it's -- the total is between $50 million and $60 million and the time at which we would hit that run rate would be in 2027, not 2026. Operator: Our next question comes from Greg Hillman, an investor. Gregg Hillman: Yes, 2 things. Going back to one of your older products, WaterSavr. On your PowerPoint recently, you're talking about WaterSavr saving up to like 40% of evaporation for like reservoirs and lakes. And I thought in some of your prior information you put out, it was only like 20% savings. Did that product improve over time? Daniel O’Brien: No. 40% is the largest that's possible. It is a biodegradable product. It's typically in a set of good conditions, you'll see 40% evaporation control on day 1. Day 2, it's likely to drop into the 20s and day 3 into the 10 to 15 to 20% range and then taper off rather rapidly unless it's reused. So the PowerPoint shows the best available situation. The average situation might be in the 20% range. The greater problem with that product is how to sell it to people who, a, can't see it because it is an invisible transparent layer; and b, our in bureaucratic situations where continuous proof of function is needed. And if it's already on the reservoir and you've already tested it, but you can't keep track of it on a day-to-day basis, it's an extraordinarily hard sell. I often tell people, bring me a partner who has satellite technology to show the actual evaporation rate off all surfaces all the time, and that's how we will convince the governments of the world. Until then, we're definitely going to have difficulties selling to governments. We are successfully selling to oilfield companies who know how much water they have for things like fracking and where the water is worth -- they know how much the water is worth and they'll spend to save the evaporation. So it's a difficult problem and a difficult product. It's certainly why we've taken emphasis off of it. Gregg Hillman: Okay. And then switching to your 2 grade aspartic acid with these new contracts. Can any other substance do a similar function like, I don't know, acrylic acid or I don't know if acrylic acid is used for food at all, but some other product? Daniel O’Brien: There are alternative systems. One uses a cellulose filtration program. There's another one that uses acrylic acid columns, not to add the acrylic acid directly to the wine, but acrylic acid ionic columns. The problem with that and also the best alternative is chilling the wine all the way down to, I believe, minus 3 Celsius and holding it for several days. All of these methodologies are more expensive than using a polyaspartate solution. And as you guessed, a polyacrylic solution is not allowed for food in several countries. And in the wine industry because things get shipped everywhere, it's not approved for food in any country, it's not going to be used by winemakers. Gregg Hillman: Okay. Okay. That's fine. And then in your recent press release about you had a deal that you called off and you gave the terms of. I was wondering how much of your time have you been spending on that deal over the past 12 months? Daniel O’Brien: Well, it was a 5-year -- sorry, a 5-month process. I would say I put a couple of hours a day in, so did our operations manager. It never reached the stage of documentation and full due diligence. So we came to a dead end before the major amount of the work had been done. We did set up financing subject to due diligence. But again, these are things that didn't consume a large amount of my time or the corporate time. Sad it didn't go through. It was extremely synergistic, and we were -- until close to the end, we thought it was working. So yes, sad about that. Gregg Hillman: But you never inspected their books, right? Daniel O’Brien: Yes, I saw their financials. Gregg Hillman: Okay. You did. Okay, fine. And also in regard to future deals, like -- do you have a pipeline of future deals you're looking at? Or are you working with an investment banker? Daniel O’Brien: We do not have an investment banker under contract looking for deals. We would only consider deals that we found ourselves or that were accidentally referred to us. It's too hard with an investment banker. They want to get paid, so they find you all sorts of stuff, and then you have to just keep saying no. As to your question about pipeline, we are always looking. We don't have a pipeline at the moment, but that can change momentarily as well. And I really would not want to call it a pipeline even if it did change. Let's just say we take it each target singularly and move through it because it's got to get through some pretty severe screens before we even look at it. Operator: And our next question comes from William Gregozeski of Greenbridge Capital. William Gregozeski: Dan, I've got a couple of questions for you. In regard to the more onetime expenses you mentioned in the third quarter from Panama and the food products, can you give an idea of how much of an impact that was on the expense line in the third quarter? Daniel O’Brien: Bill, I really -- giving numbers like that over the phone is not how I'd like to do it, but I'd be happy to give you after talking to our controller, give you a reasonable number by e-mail. I could tell you 2 things. You'll notice that our agriculture -- traditional row crop agriculture was pretty weak in Q3, including weakness in the LLC out of Florida. What that did was it weakened our financials. And you'll notice that our ENP division did a great job. It sells into the part of the agriculture market that is still vibrant. The turf for people to send their kids to play soccer on or football, ornamentals to keep their houses looking great and golf courses so that the golf courses are green and wonderful. So agriculture has become bifurcated. We're interested in growing in the area that is vibrant, and we're not going to put large amounts of effort and capital into growing the areas that are not vibrant until the cycle comes around and row crop agriculture becomes important again. So that was -- that split between our ENP division, which we only show 65% of the profits from and our row crop division where we get 100% of the profits, but had weakness, that was a big effect on Q3. And just for the actual numbers, I'd really like to take that to an e-mail stream and get you things that are not just off the top of my head. Does that seem fair? William Gregozeski: Yes. Yes. No, that's totally fine. And then with the E&P and how strong that was, that was a heck of a quarter. And you mentioned expecting similar numbers in the fourth quarter. Is that kind of a trend that you guys are focusing on is this a good number for like a Q3? Because obviously, it's somewhat -- it's not stable every quarter, but is this kind of a good base going forward, do you think? Daniel O’Brien: I think that would be a good, strong Q3. Q4, we're working through the early buy from the customer base. And I don't think it's going to be a barn burner like Q3 was, but it's going to be quite strong. And I think that, that's the way to look at that division going forward. It's going to have a much stronger second half than first half, and that's because our customer base is transitioning to a much more early buy-oriented system. And there -- so if the customers are tilting their sales towards Q3 and Q4, it automatically tilts our sales towards Q3 and Q4. So rather than saying, hey, we're going to just keep doing these same numbers. I think what I would like to say to you is that second half is always going to be stronger than first half and that's when we will show our growth for the year. William Gregozeski: Okay. On the kind of the core NanoChem product lines or previous ones, excluding food, is there -- because that was down quite a bit in the third quarter. Is there any hope for -- you talked about ag quite a bit already, but is there any hope that oil or any other industrial application will show growth in '26? Or is this going to be just kind of a weaker segment for you guys until things turn around? Daniel O’Brien: It's going to be very interesting to discover whether we are more competitive and as a result of being in Panama. And if we are and our historic customer base recognizes that, we believe that it's possible that we'll get back to historic numbers in oil. It's a little difficult to tell. And I'd really like to get Panama operational and see not only whether the customers appreciate us and appreciate the quicker shipping and the better service that we can do out of Panama. But I'd also like to find out whether that is actually the best use of our Panamanian production while we're spooling up. It may be that other product lines in the agriculture world are more profitable and growth is easier to come by. So you've seen us for -- I guess, we've -- you've known me for 22 or 23 years now. We are pretty opportunistic. We go where we're appreciated, and we try not to continue down paths that are not working properly. So it's going to be up in the air until we know what the customer base thinks of our Panama changes. William Gregozeski: Okay. And last question I have is, can you talk a little bit about the reason on the Mendota facility sale and leaseback? And then if you'd ever move your E&P production to Peru or if that will just stay outside of Peru, and Peru will just focus on the food products? Daniel O’Brien: Okay. Well, the first part -- or the second part of the question is easy. Peru is going to be food products. It will expand in food products. It won't do anything other than food products except accidentally. Mendota, we sold it because it was not central. We got a leaseback for 60,000 roughly of the 240,000 square feet. We removed the risk of expensive repairs to buildings that we were -- hadn't been able to lease yet. We have a new landlord who's going to have that responsibility. And we now have a single spot where ENP can do all the business and grow as needed without us having to take on the responsibilities and risks of being a landlord. So that was a very specific choice in order to limit risk and allow us to use our available bandwidth for things that we think are going to work a lot better than being a landlord in Mendota. Operator: [Operator Instructions] And our next question comes from Manny Stoupakis of Geoinvestments (sic) [ Geoinvesting ]. Manny Stoupakis: I have a couple of want to get through. Can you first touch on how much were the onetime costs associated with the contract ramp in the Panama move in Q3? Daniel O’Brien: See, that's not a number that I have in my brain for a phone call, but we happily will -- and we're going to be doing it for Bill Gregozeski. We'll happily respond to an e-mail from that. I can tell you that it was responsible for a very large percentage of the loss, if not all of the loss. So it was very significant. And you can imagine that starting a brand-new factory and rebuilding another factory in a food grade quality, in fact, right up almost to drug grade quality. It's not cheap. It's amazing we've done as well as we have this year. I got to compliment my team. They've just done a fantastic job of making sure that we're not spending money on anything we don't need to. Manny Stoupakis: Okay. Fair enough. We'll follow up with that. And then regarding the 2 new contracts, the gross margins on the 2 new contracts, were you preferring to them both being at that same level? Or was that just for the one as far as being lower? The lower gross [ new ] contract? Pardon me? Daniel O’Brien: Both margins will be similar. Manny Stoupakis: Okay. All right. And then I guess, lastly, and I'm just curious, is there a possible data center angle for parts of your business? Daniel O’Brien: None whatsoever. Manny Stoupakis: None, whatsoever. Okay. I just thought maybe with the energy conservation side that's possible, but I just thought I would ask -- I appreciate you taking the question. Daniel O’Brien: No. But hey, that's something that if you want to help the company, data centers use energy, energy often needs water, water evaporates if it's left out in the open. We don't have any connections, but if someone gave us one, we'd follow it and see if we could turn it into money. Manny Stoupakis: All right. Well, we'll do that. My Geoinvesting will reach out to you and we'll talk on the side then. Operator: Our next question comes from Raymond Howe of CFP, Inc. Raymond Howe: My question has mostly been answered. It was about the 317 Mendota sale. What -- the 60,000 square feet that you are leasing back, what gets produced there? Daniel O’Brien: That produces all the ENP products that result in the ENP revenue that we show in the financials. So of the roughly -- I think it's roughly -- we're expecting somewhere around $13 million to $15 million this year out of ENP, that 60,000 feet produces those $13 million to $15 million. Raymond Howe: Got you. And so that portion of the business there and then food products in Peru, correct? Daniel O’Brien: Correct. Operator: Our next question comes from Greg Hillman, an investor. Gregg Hillman: Yes, Dan, just another follow-up on ENP. The products for the turf and the golf courses, are any of those products biological in nature that increase the -- basically that affect the anaerobic [Audio Gap] Daniel O’Brien: [Audio Gap] The abuses that it gets. Was that helpful? William Gregozeski: Yes, that's helpful. And just -- is any of the products being used on football fields like college or pro football fields? Daniel O’Brien: Yes, absolutely. Operator: And our next question comes from Manny Stoupakis of Geoinvestments (sic) [ Geoinvesting ]. Manny Stoupakis: Just had one follow-up question regarding the gross margins on the contracts. Where would you expect margins to be on new contracts moving forward? Daniel O’Brien: We don't have anybody lined up. We -- as I mentioned in my speech, we're looking for new customers. We'd be much happier in the 30% to 35% margin range. I don't know if we can get it, but that's where we're going to be. Manny Stoupakis: That's the target, okay. Operator: And it appears that we have no further questions at this time. I will now turn the program back to our presenter for any closing remarks. Daniel O’Brien: Thanks, Paul. Everybody, thank you. That was an interesting Q&A session. I enjoyed it very much. Looking forward to talking to you next year when we reconvene for the full year financials. Thanks again for taking time to listen today and talk to you next year. Bye now. Operator: Thank you. This does conclude today's Flexible Solutions International's Third Quarter 2025 Financials Conference Call. Thank you for your participation. You may disconnect at any time.
Operator: Good morning, and thank you for waiting. Welcome to Rumo's Third Quarter 2025 Earnings Presentation. [Operator Instructions] This presentation is being recorded and simultaneous translation is available by clicking on the interpretation button. [Operator Instructions] Before proceeding, we would like to reiterate that forward-looking statements are based on Rumo's Executive Board's beliefs and assumptions and information currently available to the company. These statements involve risks and uncertainties as they relate to future events and depend on circumstances that may or may not materialize. We recommend that you refer to the disclaimer on the second page of the presentation. Now I will turn the conference over to Mr. Felipe Saraiva, Rumo's Head of Investor Relations, to begin the presentation. Please go ahead, Mr. Saraiva. Felipe Saraiva: Good morning, everyone, and thank you for joining Rumo's Third Quarter 2025 Earnings Conference Call. Let's begin with the highlights on Page 3 of the presentation. We reached a new quarterly record for transported volume, 23.4 billion RTK, up 8% year-over-year. This performance was driven mainly by the Northern operation with the higher volumes in general cargo, especially hardwood pulp, bauxite and fuel. Our cash cost was another positive highlight this quarter. We continue to capture energy efficiency gains, reducing fuel consumption, the main component of our variable cost. In fixed costs and expenses, we recorded a nominal reduction of BRL 36 million, which combined with the volume growth translated into a 12% efficiency gain in our cost per unit. The combination of higher volumes and disciplined cost management allowed us to maintain a stable margin in a more competitive environment. Adjusted EBITDA reached BRL 2.3 billion, an increase of 5% year-over-year. We closed the quarter with BRL 1.5 billion in investments and net leverage of 1.9x. Moving to Page 4. Let's look at market share. Our market share this quarter reflects a more competitive grain logistics environment. We maintained a stable market share in Goiás and in the southern ports, while performance in Mato Grosso and the Port of Santos was lower than last year. On Page 5, I will share more details on the market dynamics in the Santos corridor, which is our core business. As a reminder, rail capacity is shared between Mato Grosso and Goiás working as communicating vessels. Grain exports from those markets increased compared to 2024, a year that was impacted by a crop shortfall in the Midwest of Brazil, but still remained slightly below 2023 levels. We transported 8.5 million tons with alternative corridors absorbing part of the difference versus the year of 2023. In the soybean complex, which includes soybean and meal, the market was stronger than usual this quarter, driven by the carryover volumes not exported in the first half of the year, and we captured that demand efficiently. For corn, despite a record crop in 2025, export volumes from Mato Grosso and Goiás were lower. Our performance reflected this more competitive landscape with some flow distribution across all of the logistic corridors, partially offset by growth in soybean complex, as I have mentioned. As you may see in the lower chart, our railway system remains the main logistics solution serving the Port of Santos. Moving to Page 6, we will review the operational indicators. Both the transit time and dwell time in Santos slightly increased during the quarter because of greater complexity of managing higher volumes in the system. In energy efficiency, we reduced unit fuel consumption by 2% with a solid performance across both the Northern and Southern operations. On Page 7, we will show operational results and volumes. We transported 23.4 billion RTK in the quarter, up 8% year-over-year. The Northern operation accounted for about 3/4 of this growth, mainly supported by higher general cargo volumes, particularly hardwood pulp, bauxite and fuel. In the agriculture portfolio, we transported more volumes of sugar and fertilizers. In the Southern operation, the main highlight was higher corn volumes, which had been impacted last year by crop shortfalls in the South. In general cargo, we continue to pursue new opportunities and optimize asset utilization of that system. Now on Page 8, we present revenues and tariff highlights. Net revenue amounted by BRL 3.8 billion, a 2% increase year-over-year. As we always say, the focus of our pricing strategy is on finding the right balance between volumes and tariffs to maximize the system profitability. This year export dynamics led to a stronger competition among logistic alternatives serving our key markets. In this context, we adjusted our commercial positioning in both operations to ensure competitiveness and attractiveness for the rail transportation. Moving to Page 9, we present the EBITDA. EBITDA grew 4%, reaching BRL 2.3 billion. Our efficiency in managing costs and expenses helped us maintain stable margins despite a more competitive environment. Additionally, we recorded a BRL 55 million in insurance recoveries related to the loss of profits in the Southern operation due to extreme weather events on May last year. On Page 10, we move to financial results and net income. The net financial result was a net expense of BRL 837 million, mainly reflecting higher net debt and interest rates. Despite the higher rates, we delivered adjusted net income of BRL 733 million, broadly in line with the last year figure. On Page 11, let's look at our net debt position. Net debt at the end of the quarter was BRL 14.9 billion, reflecting the quarter's cash generation. We closed the period with a healthy leverage of 1.9x. Our liquidity position remains very solid with BRL 7.2 billion in cash and a well-distributed debt maturity schedule with no major concentrations in the fiscal years of 2026 and 2027. On Page 12, we will present the investments in the quarter. We invested BRL 1.5 billion in the quarter, in line with our plan. Recurring CapEx was BRL 503 million, focused on asset maintenance and operational safety. In the Mato Grosso railway project, we invested BRL 575 million with the cash disbursements following the construction progress. Other expansion projects amounted by BRL 396 million with the focus of increasing capacity and modernizing the existing infrastructure. Now turning to the soybean market on Page 13. The next Brazilian soybean crop is expected to reach the all-time high level of 175 million tons in production. The state of Mato Grosso should account for roughly 51 million tons in production. And as we speak, the seeding is almost completed. Exports from the region are estimated at 32 million tons, pointing to a healthy logistics demand for the next season. On Page 14, I will present the corn market. The Brazilian corn crop is also expected to reach a record high level with an estimated production of 145 million tons in the next season. In Mato Grosso, production is forecasted at 59 million tons, driven by an expansion of roughly 400,000 hectares in planted area. Exports should remain stable around 25 million tons in the state of Mato Grosso. This concludes my presentation. Thank you, and we are glad to start the Q&A session. Operator: Joining us today are Mr. Pedro Palma; Mr. Guilherme Machado; and Mr. Felipe Saraiva. Before we begin the Q&A session, Mr. Pedro Palma would like to say a few words. Please go ahead, Mr. Palma. Pedro Palma: Good morning, everyone. This is Pedro Palma. Thank you for joining us in the earnings release for the third quarter. It's a pleasure to be here with you. Before we start the Q&A session, let me just summarize the quarter and how the company has been doing. Looking at how volumes have progressed, we're very happy to have gone over the 8 billion RTK volume at the company with major stake in the South and North operations making contributions to that increase. In the last few months, the South operation has been over 1.2 billion RTK, going back to very healthy and robust volume levels. And the North operation has been close to 7 billion RTK. That's a testament to our resilience, our ability to overcome challenges in the rail environment, which is becoming much more favorable, much more solid. And we have reached those volumes in the last quarter and the last few months despite a fiercer competition in the market, considering grains volumes, both in the North and South operations. As we said since the beginning of the year because of the carryover inventory of corn from '24 to '25, we also mentioned the delayed in volumes coming in, in terms of soybeans. And over the year, there's been a smoother, more linear export level. At the beginning of the year, we were still testing the market's pricing level to understand how we should position our own pricing levels. As of the second quarter, when it was clear to us what that new price level was going to be, we made the required adjustments to our pricing policy to make sure that we would have the required and suitable volumes to execute on our rail activities. And let me remind you, at very healthy margin levels. Our pricing journey has never been linear. Over the years, it's been through ups and downs. Let me remind you that in '22, '23 and '24, our prices went up by 60% in the grains market. And '25 has been a year of adjustments to pricing levels so that we can find the right level that will give us the right market share, the fair market share to ensure that we're growing and positioning ourselves competitively. So we've been doing that, and our rail operation has been responding accordingly with increasing volumes. Now let's take a look at the other portfolios, fertilizers, pulp, sugar, bauxite, they've all been growing at very consistent volumes, also increasing our system across volumes and margins and ensuring that our revenue is resilient and good diversification across all kinds of cargoes. Obviously, our main market is and will continue to be the grain market. Right now, as you can see in our market share charts shared by Saraiva, the corn market and corn exports from the Port of Santos has been less than historically, what has been putting additional pressure on our commercial structure. But these are circumstantial situations. We've dealt with them in the past, and we'll continue to deal with it by adjusting prices so as to ensure the best margin possible for our system. Obviously, price is a variable that is not under our control, but there are variables that are under control. One, capacity, and we have been proving that we have the capacity to operate as well as cost and fixed expenses discipline. As you can see, in an environment where volumes have been increasing, new operations have been coming and going up and running, we are healthy volume levels and increasing efficiency within the system. That's what a company such as ours has to do. Our improvements in -- our investments in improving assets and improving management has to, in the long run, be translated into structural -- lower structural unit costs so we can have healthy margins even in more volatile pricing situations. In the rail execution line, let me highlight our enhancement in safety, both rail safety and personal safety. In 2025, there's been a reduction in incident frequency, which is very closely related to the quality of management and discipline in execution. This is an ongoing journey. We will consistently continue to decrease frequency both in rail incidents and personal incidents. This is one of our values, and it's something we will continue to focus on increasingly more, but I am absolutely convinced that with our teams, both in the North and South operation, our organizational structure will make it even more robust and bring in even more quality in execution and a working environment that will continue to help us progress in reducing costs, increasing competitiveness and bringing in increasing more volumes to a safe system. And before we move on to the Q&A session, one last comment about our investments. As you've seen in Saraiva's presentation, our CapEx is in line with what we did last year. But more important than absolute figures, I just want to reassure you that we are keeping with our recurring CapEx, and we're doing the absolute necessary to have a robust and efficient operation. And our expansion CapEx is within the plan with the Mato Grosso rail works and requalifying also the Paulista Network and all the works at the Port of Santos to make sure that we are building the foundation for future growth and making sure that we are showing today the results that we will reach in the future. So in addition to CapEx, it all makes me confident that we are in line with our schedule and the figures that we had planned. Specifically for Mato Grosso rail next year, the BR-070 terminal will be going into operation. So this year, we have the first stage of this transformational and relevant project for the company and all the companies that we work with. So those are my opening remarks. And now we'll begin the Q&A session. Myself, Machado and Saraiva are here to take your questions. Thank you. Operator: [Operator Instructions] The first question is from Mr. Alberto Valerio from UBS. Alberto Valerio: The first question is what every investor wants to know. What is the company's pricing level? What can we expect for the next quarter, for next year? What is the competitive environment like? Do you think it's reached a sustainable level or not yet? Will there be further adjustments? And are you maintaining the guidance based on third quarter yields? If we see the same yields in the fourth quarter, things might be a bit challenging in terms of keeping the guidance. That's it for me. Pedro Palma: Thanks for the question. This is Pedro. Looking at the competitive scenario and based on my opening remarks, I think it's fair to say that the pricing scenario, especially considering the corn market will continue to be a bit more acid than we had planned. So looking at the current scenario in the fourth quarter to be objective, it is a bit more acid than it was in the third quarter. That said, I don't think that is material. Looking forward -- and let me touch on 2026. As Saraiva showed, the crop dynamics looks positive, different to 2025, where we went in without carryover inventory. And what we're seeing for 2026 will be a beginning of the year with higher volumes in the system, which should make the logistic pressure easier for next year. So I think the dynamics will be marginally better than we saw in 2025, thinking about the transition into 2026. Having said that, to be very transparent and objective, prices are not directly under our control. But what I do see is for 2026, we are beginning our commercial efforts for that journey at similar levels to what we have seen in the second quarter of 2025. And over time, as the market progresses, we will rebuild our pricing basis with more confidence in future prices and volumes. As for the guidance, obviously, we already have the numbers for the third quarter. There are challenges to execute on the fourth quarter volumes. The name of the game for us to conclude the year within the figures that we announced for the guidance will be totally related to executing on volumes, especially now in December and continuing to control costs and expenses. The challenge I see is that, honestly, there's still some uncertainty with regards to the volumes for exports, given that export volumes in December, sometimes clients prefer to execute them in January only based on international demand. So those volumes will have an impact on our numbers. But that said, we are confident that we will meet the guidance. We'll continue to work tirelessly to do so. I don't know if Gui would like to say anything, please feel free to jump in. Guilherme Lelis Machado: Yes. In terms of what we have been seeing in the fourth quarter, last Monday, we announced that October was an exceptional month for us. After May and August, it was our new record, and we'd have to repeat the same thing because our investments have been translated into absorbing capacity fluctuations in the market. November looks like will be a strong month in terms of volumes. As Pedro said, the uncertainty will be mainly concentrated in December. We imagine there will still be major volumes. If we have a healthy demand environment, especially considering the high product availability we have in land, rail will be ready to capture that demand, especially considering our performance in the third quarter and beginning of the fourth quarter. So our focus will be to continue executing sharply in terms of our operations, which is what has been happening and managing costs and expenses as we have been doing. So having said that, obviously, we should be delivering close to the midpoint of the guidance in terms of volumes. Our CapEx is solid and under control. And in terms of EBITDA, if we have a good risk balance in the fourth quarter, we should be able to meet the guidance close to the mid-low point and our efforts will all be towards executing on that at the end of the year. Operator: The next question is from Mr. [ Matteos Santana ] from Bradesco BBI. Unknown Analyst: Could you talk a bit more about corn? Looking at the figures, especially year-on-year in terms of exports, we see that volumes have been very low so far. So there wasn't a lot of corn transported in October. What do you expect for the fourth quarter? Do you think there will be more volumes? Or should we wait for the beginning of the year, January and February, where you'll be focusing more on corn exports? Pedro Palma: Matteos, this is Pedro. As I said in my previous answer, we do see a corn carryover -- a high carryover inventory for corn. Historically, the corn carryover inventory from 1 year to the next, let's just take a look at an example in Mato Grosso. It's about 5 million tonnes. If we look at a snapshot of today, in fact, if we look at October to November, there was a possibility of a 15 million tonne carryover inventory instead of 5 million. So there's an increase in the carryover inventory this crop year was 10 million tonnes. Now what will be exported additionally in December or what will only be exported at the beginning of next year. That's the question mark in the system. And it depends on international demand, and it also depends on the negotiations between producers and traders. So that's the uncertainty I mentioned and Gui mentioned with regards to December figures. How much of that corn will be available for export. What I can say is that we are fully able to transport whatever volume is available. As we have shown in previous months, we do have the capacity, and we are ready for higher volumes than we have transported in the last few months. So -- we're just waiting to see what those volumes will be. So even if we have higher volumes in December, the beginning of next year, in my opinion, we'll be seeing more corn to be transported than we saw in 2025 because the carryover inventory that we see right now by itself cannot be transported in December alone. Felipe Saraiva: Pedro, this is Felipe. In addition to the corn carryover inventory, soybean planting was early this crop year when compared to other crop year. So we'll have higher corn carryover inventories when we move into next year. So that volume might be transported depending on the international demand for that corn, but we'll also have an early soybean harvest because the soybean was planted earlier. So there should be a higher demand for logistics than we saw at the beginning of 2025 when soybean harvest was later. So biomass in general is looking more favorable in terms of logistics in Mato Grosso specifically. Operator: The next question is from Mr. Pedro Bruno from XP. Pedro Bruno: You mentioned your cost discipline. If I could touch on that, please, to understand, especially looking at SG&A plus fixed costs, the consolidated line. You gave us some numbers that don't really give us a lot of visibility. You talk about other operation costs, which I think is the more positive line in terms of how costs progress. It's maintenance, third-party services, security, facilities and others. There was a significant fluctuation, close to BRL 70 million year-on-year, depending on the window, but it looks like that line was highly efficient. But in general terms on fixed costs and SG&A, if you could give us a bit more color on what kind of initiatives we're talking about and what's been responsible for that efficiency? And if there is a trade-off among those initiatives or if there's something you had already planned on capturing. Guilherme Lelis Machado: Pedro, thanks for joining us, and thanks for the question. Yes. what we've been noticing in terms of reduction. And we started working on that since last year, and it's been translating into positive results this year. Throughout our journey and the company has had major projects and initiatives that have required an expansion of our structure. And we believe we have reached an adequate level. So from now on, we will be optimizing things and operating efficiently, always taking care of the company's operational leverage, which is what we do, maximize volume and decreasing unit costs. But what we have been doing is optimizing our structure our occupation, our capacity use because right now, we're at the right structure level. So we have been optimizing our personnel, simplifying processes and rationalizing company initiatives to prioritize those that create value and add to the company's core business. We have been managing inventory very efficiently and working on losses and compensation so that we can avoid losses. We don't want that to be a detractor to our overall structure. So there isn't one specific thing that's been leading to those gains, but -- there are several initiatives and many things the company has been doing that have helped us converge towards those efficient levels. So that's what we've been doing to optimize our cost and expenses this year. Operator: The next question is from Mr. Rogério Araúj from Bank of America. Rogério Araújo: My question is about your liability negotiation and the renewal of the South and West networks. Could you update us on those processes? What are the next steps? And we had the BRL 55 million loss of profit insurance proceeds. And I think the structure was also damaged due to force majeure because of the rains. Are you negotiating anything to that end in the South network? If you could give us more color on that, that would be very helpful. Guilherme Lelis Machado: This is -- Rogério. Thank you for the questions. I'll start by the end of your question. In terms of compensation for the South network claims, they should come to an end now. We recognize those in the second and third quarter. So that was all we had in terms of compensation. The team worked very closely to the insurance companies, and we were able to resolve those issues very swiftly within the regulation. In terms of other occurrences, we are complying with the regulation. There should be something else happened. We will announce that to the market, but there's nothing material to share at the moment. In terms of the South and West networks, there is no news for this half of the year. In the renewal and end of concession of the South network, let's remember that there was a working group with the company, the ministry and the regulatory agency. Those activities have been concluded. So we're not just waiting for the conclusions to be announced. In the South network, we do have the potential and the company is interested in continuing to operate it in a model that is financially feasible for us. Discussions will be ongoing with the stakeholders, and we'll be looking into different alternatives. And as things progress, we will be informing the market. There's nothing to announce for the time being, but this discussion should be taking place over the next few months. Let me remind you that the South network will be concluded in February 2027. So we still have a ways to go with these stakeholders. As for the West network, we do have an event in the short term, halfway through next year, June 2026. That's when the contract will come to an end. We've made it very clear so far in light of the fact that there has been no volumes transported in that operation. So there's no significant revenues or investments coming from there. So we should be giving that asset back to the government and then we'll assess the reconciliation in the assets and liability balance sheet for that operation. Discussions with the government are amicable. So now we just need to decide on the best design for that negotiation. We will let you know as things progress. Operator: The next question is from Mr. Daniel Gasparete from Itaú BBA. Daniel Gasparete: Touching on what Guilherme said about volume and unit cost. How are you coming to your tariffs for 2026, its competitiveness considering a scenario where things might be slower, given the pressure on the margin. What about the carryover of your tariffs from '25 to '26? I know you have the guidance, but if you could tell us a bit more on that dynamics. And also, how do fluctuations in tariffs affect your perception of CapEx investment projects and the projects for this year? Pedro Palma: Daniel, this is Pedro. Let me take your question. Well, let me start by the end to your point about our investment plans. Obviously, when we look at our CapEx execution and our expansion project, we need to calibrate those based on expectations of profit and the investments that are being made. I think the main point when we look at tariffs and when we look at the future interest rates, if we were to conduct a financial assessment of our investments, looking at our expansion plans, you have to have an expansion of volumes, competitiveness and pricing that you get from that structure. And often, investments can help you stabilize pricing. So pragmatically speaking, our journey in the rail system for both operations, especially in the North operation, pricing has never been linear because -- given any moment, when you go into any year and a specific year, there is an effect of the fluctuation of exports, crop failures. There are one-off circumstantial events that can change the pricing ratio within a semester, a year, a crop. But if we look at how our pricing has progressed over the years, you will see that pricing levels have been normalized and the tendency and our thesis that has been confirmed year over the year is that the world needs agricultural commodities and the best region to produce and export those is Brazil and the best region in Brazil for that starts in the Brazilian Midwest, and we want to be the best logistics company with the best structure with the lowest cost to be the best export solution. So to address a point that might not be exactly what you asked, but to give you more granularity, right now, we're fine-tuning our business plan for Stage 2 of our rail expansion project in Mato Grosso in light of the fact that we're moving towards concluding Stage 1. Next year, we will be delivering the BR-070 terminal as we had announced. So now coming into the new year, we'll be fine-tuning CapEx and what we expect from the next stages for the project in light of what's happening in terms of competition and what we expect looking forward. What I can share with you right now, this is not a decision that has been made because the Executive Board is still looking into things to then discuss it with the Board is that we're very constructive about how demand will grow in our markets and competitiveness and our structural profitability coming from investments that we can make. But obviously, we'll look into things stage by stage. We won't be making any dogmatic investments. Our investments are always based on an in-depth assessment of what the market has to offer in terms of demand, expected profitability and our ability to absorb those results and to seek fair share for our operations. Unknown Executive: Another important point is that throughout this journey and considering the tariff dynamics, we've had a very healthy journey after we went through that repositioning, like Pedro said during his presentation, that's taken place over the last few years. So obviously, in 2025, the level of our tariffs how we've traded our capacity. This is a very healthy level. There's been no value disruption. The company margins are still very solid and very healthy. In terms of investments, just to add to what Pedro said, we need to bear in mind that we are sensitive to the company's cash consumption. So all of our investment plans have to be assessed in light of cash generation. We're not going to put the company under any financial stress that is incompatible or that will take us to levels of debt that don't make sense. Also given that there's a persisting high level of interest rates. So we will be calibrating that as we look into market dynamics and making sure that we preserve the company's health. Daniel Gasparete: That was a very clear answer. If you could just touch on the first part of my question, which was about the carryover from '25 to '26 and maximizing volumes and minimizing unit costs. Do you think the trading cycle will be as slow as it was in '25? Unknown Executive: Yes, there will be a degree of carryover into '26 from '25, as I said in my answer to a different question. If we look at the baseline for '26, we're talking about similar pricing levels to the second half of '25. And carryover inventory volumes, good crops obviously put pressure on the system. But as we have shown in the past, we are totally able to increase prices if market opportunities arise. That's what we did from '22 to '24. We increased prices by more than 60% during that period, just as we repositioned it in the recent past in 2025 to make sure that we were capturing volumes as we have reiterated at very healthy margins, given that our pricing levels are very healthy going from '24 into '25. But to be objective, the baseline for '26 is what we had in the second half of '25. We'll have to wait for the market to operate and pressure levels. And in '26, we should be able to capture price recovery along the year. Operator: The next question is from Ms. Julia Rizzo from Morgan Stanley. Julia Rizzo: Can you hear me okay? I have a question about your tariffs, your competitive yield. I think you mentioned that in your institutional presentation in the third quarter, showing that the tariffs at the Rondonópolis terminal was very close to the market. You said it was the next best alternative and Rumo's nominal yield was 246 and the market was 244. What was that like in the third quarter? I just want to understand where the market is going and if what we're seeing now is a reflex if you have already reached market levels. What got my attention was the drop in tariffs and the loss of share. So my next question is what would be a fair or sustainable share for the company this year? We still have a quarter to go and good volumes to deliver, hopefully, and for next year. Unknown Executive: Julia, Thank you for the question. The company right now is operating considering alternative costs considering the regions we operate in Mato Grosso. Let me remind you that the rail volume captures volumes from across the state. And for each region of the state, alternative costs are different. Looking at the portfolio average, we're very close, slightly below the alternative costs to our clients. So looking at the price reduction we saw in the third quarter this year, there are two elements to it. First, price repositioning in the grains portfolio because we want to bring rail to a competitive level and to make sure that we are positioned as the best logistics solution to our clients and the effect of the mix in our portfolio with lower unit cost than the grains portfolio. So obviously, all of that leads to around 7% decrease in the tariffs this quarter. Now looking forward, we will continue to maintain rail as the best alternative to our clients. And that's the strategy we've been implementing for 2026. And market share is a consequence of that positioning and market dynamics. It's not a goal for the company. What the company is pursuing is to have a competitive tariff so as to make sure that we are using the rail system to full capacity. Now looking at the export market for Mato Grosso, we want to operate at about 40%, depending on the quarter, slightly below or slightly above, maybe close to 45%. That's the range we expect the market share to operate in. But again, to remind you, the market share is a result of exports and the rail operation. If the market is at a normal level, then we imagine that we'll be operating at about 40% in our grain portfolio in Mato Grosso. And as I said in my presentation, rail -- we'll be making sure that rail is the absolute best solution at the Port of Santos. We've been doing that at the Port of Santos and the Mato Grosso operation was just slightly below last year's, but very similar to 2023 when the market -- the export market was more similar to the current market. Julia Rizzo: Could you give me some reference in terms of reals per ton at the Rondonópolis terminal? Just so we have an idea of where the market is at and what the company is executing. Unknown Executive: We were very close, Julia. It's around BRL 230 per tonne in Rondonópolis. Some months, it's slightly above that. Some months, it's slightly below that. It's not linear. But right now, we're operating very close to competitive prices at that terminal. Operator: The next question is from Mr. Filipe Nielsen from Citi. Filipe Ferreira Nielsen: Most of my questions have been answered. If I could just touch on a point that hasn't been addressed yet. All those changes and discussions taking place at Cosan, Rumo's controlling company. There have been changes in the Board, management, new shareholders coming in. What have been the first conversations with the new shareholders and the controlling companies stance? Do you know what the strategy is going to be like and how strategies are thinking and how that fits with how you think, both in terms of pricing strategy and projects? Pedro Palma: Filipe, this is Pedro. Thank you for your question. Well, first point, we think it's very healthy that the controlling company be healthy, the Cosan Group be healthy. So with BTG coming in to Cosan's controlling share with Rubens. Rubens keeping the controlling stake in the structure is welcome news and very healthy for Rumo as well. Obviously, the 2 new shareholders have joined the company because they see value in Cosan Group and its portfolio, and they are bringing additional types of expertise, both BTG based on their historical experience and professionals. Their track record is amazing. And I'm absolutely certain that they will make huge contributions to the progress of the Cosan Group, and Rumo is no exception to that. Conversations have been very transparent. They're very incipient because the conclusion of that transaction, the election of the new members of the Board at Rumo only just happened at the end of last week. But what I can say is that preliminary discussions and conversations have been very positive. So we'll be discussing things together and working together on the next steps so that we have an increasingly better and more robust company. Talking specifically about Rumo, no one has any question about the rail asset in the logistic infrastructure and the role that Rumo can play in the markets it operates in. Everybody wants for this company to continue to grow and be better. So I'm sure Rumo's team, I can speak for myself and the whole team that everyone is very happy with the change in shareholders at the Cosan level. And with this new stage beginning now. Operator: This concludes the question-and-answer session. I would like to turn it over to Mr. Guilherme Machado for his closing remarks. Guilherme Lelis Machado: Well, thank you for joining us. And let me just conclude by saying a few things. I don't want to be repetitive and say the same things Pedro said in his opening presentation and everything we said during the Q&A session. The company has been delivering a very solid operational execution month after month. We have been attracting volumes to our operation after the beginning of the year when we realized and were able to swiftly adjust our commercial dynamics to recover the fair share and market share. This has been a very healthy and positive dynamics in our operation. And our projects will continue in line with what we've got planned for the year and delivering on the relevant projects for the company, such as the first stage of the Mato Grosso rail and all the other commitments to do with modernizing, creating capacity at the company, both at the Paulista Network and any other fronts we work on. Safety and operating efficiency are not only our priorities, but almost an obsession. And they have been translated into practical results. You've been able to see both in terms of incident frequency rate, as Pedro said, as well as capturing efficiencies, especially energy efficiencies as we have been sharing with you through our figures. The company's financial position is very solid, especially considering the high interest rates. We've been able to issue and restructure our debt very creatively, very efficiently. So our maturities are well balanced. The cost of capital is also very healthy. So having said all that, our focus for the end of the year will be on delivering results, and we have been making adjustments according to what the market presents us with. We're highly focused on delivering on our commitments. And we are aware that there will be higher risks in the fourth quarter. But in financial and operational terms, we know that the company is pretty ready to absorb those, but we are already looking into 2026, and we're paving the way towards positive execution, delivering value to the company and our shareholders. That is Rumo's objective, and that is how we have been facing challenges. We are fully dedicated to making sure that in 2025, we deliver a solid year. Thank you all for joining us, and we'll see you at the next earnings release call. Thank you. Operator: Rumo's Third Quarter 2025 conference call is now concluded. Thank you for joining us, and have a great day. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Jun Togawa: Good evening, investors, shareholders and rating agencies. I am Togawa, Group CFO. Thank you very much for joining MUFG's online conference call today despite the late hour. Please look at the material titled Financial Highlights under JGAAP for the first half of the fiscal year ending March 31, 2026. Let me first explain our Q2 financial results, followed by revised FY '25 performance targets and shareholder return measures. Let me start from the income statement summary. Please turn to Page 8. First, the figures for the first half of FY '24 on the far left column of the table include the impact of the change in the equity method accounting date at Krungsri in Thailand. So the far right column shows the actual year-over-year change, adjusting this impact. All explanations on this page will be based on adjusted year-on-year comparisons. Line 1, gross profits increased by JPY 189.3 billion year-on-year. Line 2 and below shows the breakdown of gross profits. Net interest income increased, thanks to the impact of rising yen interest rates, improving lending spreads and benefits from last year's bond portfolio rebalancing. In addition, net fees and commissions expanded significantly, primarily due to growth in various fee revenues from domestic and overseas solution services and effects of acquisitions. Next, Line 6, G&A expenses increased by JPY 127.9 billion year-on-year due to the impact of inflation and acquisitions, as well as strategic expense allocation, mainly in Retail and Digital business group. Expense ratio was flat year-on-year at 56.1%. As a result, Line 8, net operating profits increased by JPY 61.3 billion year-on-year. Next, Line 9, credit costs decreased by JPY 65.7 billion year-on-year. I will explain the reasons for this later. Line 10, net gains and losses on equity securities decreased by JPY 235.3 billion, due to the gain on sale of large equity holdings last year, which is in line with our projection at the beginning of FY '25. Line 12, equity in earnings of equity method investees increased significantly year-on-year, mainly due to the extremely strong performance of Morgan Stanley. As a result, Line 16, profits attributable to owners of parent was JPY 1,292.9 billion. Although gain on sale of equity holdings decreased year-on-year, we were able to achieve steady growth in net operating profits and equity accounted earnings, which demonstrates the strength of our core business and also recorded onetime gains related to investments and organizational restructuring, resulting in a record high first half profit. Our progress toward initial full year target of JPY 2 trillion stands at a high level of 64.6%. Performance by business group is shown on Pages 9 through 12. I will not go into detail, but customer segment NOP is growing steadily with the exception of retail and digital, where strategic expenditures were made and Global Commercial Banking, which was affected by the economic slowdown in Asia. All business groups achieved an increase in net income. Please turn to Page 14 on balance sheet summary. The diagram on the left shows the overview. Loans shown in the top left increased by approximately JPY 1.8 trillion from the end of FY '24. Excluding government loans, it increased both in Japan and overseas by approximately JPY 4 trillion. Page 15 shows the status of domestic loans. The graph on the bottom right shows the trend in domestic corporate lending spreads. Spreads for large corporates in red line is rising, thanks to the accumulation of large, highly profitable loans. Along with SMEs in orange, profit improvement measures have been successful, and the upward trend is continuing. Next, Page 16 shows the status of overseas loans. The bottom right graph shows the trend in overseas lending spreads. The Americas has settled somewhat as the replacement of low-profit assets with high profit assets has run its course, but we continue to work on improving profitability in each region and maintain the gradual recovery trend. Meanwhile, GCIB has seen a significant increase in fee income as their O&D measures are progressing, and we are working to improve capital efficiency on both fronts. Please turn to Page 17 on asset quality. The NPL ratio shown by the line graph on the left continues to remain at a low level. The bottom right graph shows the breakdown of year-on-year changes in total credit costs, while there was an increase in large loan loss provisions overseas last year on the bank nonconsolidated basis, the sale was completed this fiscal year, resulting in a reversal. There were also multiple significant reversals in Japan, resulting in a significant decrease in credit costs. Credit costs also decreased at our overseas subsidiaries due to the effect of stricter screening criteria for new credit transactions in Asian partner banks. Taking the current situation into account, we kept our full year outlook for credit costs unchanged. Please turn to Page 18 on investment securities, including equities and government bonds. I will explain the unrealized gains and losses in the upper left table. Line 3, unrealized gains on domestic equity securities increased by JPY 0.36 trillion compared to the end of March 2025, due to rising stock prices despite progress in reducing equity holdings. In addition, unrealized gains and losses on domestic bonds reflecting hedging positions showing in the upper half of the lower left graph is controlled at a low level of just under JPY 0.3 trillion and unrealized gains and losses on foreign bonds in the bottom half are slightly positive. Given the scale of our balance sheet and income statement, we think we are in an extremely healthy state with reasonable degree of flexibility. Regarding the reduction of equity holdings on the right, the cumulative sales during the current MTBP were JPY 339 billion on an acquisition cost basis, which is about half of the JPY 700 billion target. The agreed amount has reached nearly 80% of the target, and we are making steady progress toward achieving this target. Page 20 shows capital adequacy. The CET1 ratio, excluding unrealized gains on the finalized and fully implemented Basel III basis fell 30 basis points from the end of March to 10.5% at the upper end of our target range due to growth investments and increase in loans, as well as yen appreciation versus end of March. Towards the end of the fiscal year, we expect risk-weighted assets to continue to accumulate and the yen to appreciate based on the financial indicators, I will come back later. Therefore, we expect the ratio to remain around the midpoint of the target range. Capital allocation results are shown on the lower right. We will continue to manage capital with an eye on balancing shareholder returns and growth investments. Please go back to Page 3. Let me turn to our FY '25 financial targets and shareholder returns. As shown on the left, given the continued strong performance of NOP, particularly in the customer segment and increased income from equity method investee, we revised up our net income target by JPY 100 billion from initial target to JPY 2.1 trillion. Turning to shareholder returns on the right. We continue to aim for a dividend payout ratio of approximately 40%. And in line with the upward revision of profit target, our annual dividend forecast for FY '25 was revised up to JPY 74, up JPY 10 from the previous year and JPY 4 from initial forecast. Regarding share repurchase, a resolution was approved today to acquire an additional JPY 250 billion in the second half of the year, bringing the total amount for the full year to JPY 500 billion. As discussed in May, this is due to take into account total shareholder return over the past few years. We also announced today the cancellation of 200 million treasury shares. We aim to achieve our mid- to long-term ROE target and we will work to provide shareholder returns while taking the optimal balance with growth investments into account. Turning to progress of 3 pillars of MTBP. Please turn to Page 4. First pillar is expand and refine growth strategies as shown on the left. Each of the seven strategies for seasoning growth is on track, resulting in an increase in NOP of approximately JPY 150 billion compared to FY '23. In particular, in the domestic retail business, a new service brand, EMUTO, was announced in June this year. The credit card reward programs and group-wide campaigns launched in conjunction with EMUTO generated strong response, leading to increased transactions for each group company. We will continue to demonstrate the collective strength of the group and aim to expand our services, including digital banking. Please turn to Page 5. Second pillar, social and environmental progress is shown on the left. Sustainable finance has steadily built up a track record even with different vectors at play globally. A white paper will be published again this year to communicate our view on contributing to accelerating transition. On the right is our third pillar, transformation and innovation. Under the current midterm plan to maximize MUFG's potential, we are working as a group to pursue new business initiatives, invest in human capital and strengthen our foundations in areas such as AI and data in addition to continuing cultural reform. Corporate transformation using AI is a particular urgent priority. And by combining this with agile management, we are working to transform into an AI-native company. The number of AI use cases has reached 116, and the aim is to increase to over 250 cases by FY '26. Current estimates suggest that the cumulative benefits over the 3 years of the current MTBP is approximately JPY 30 billion. The launch of a new strategic partnership with OpenAI is expected to accelerate use of AI across the company and to collaborate on various services, primarily in the retail sector such as digital banking. Moving on to Page 6. Let me take you through our path to achieving mid- to long-term ROE target of 12%, which has been a popular question since our announcement in May. We assume that the policy rate will rise to around 1%, while the sale of equity holdings will come to an end and capital gains will seize. After solidifying the goals of the growth strategy of the current MTBP, as explained on Page 4, we will pursue both organic growth by refining existing areas, both domestically and overseas and inorganic growth by focusing on the areas described in the slide, thereby making steady progress towards an ROE of 12%. Mr. Kamezawa will share his thoughts on this point at the investor meeting on the 18th. Page 7, my last slide. Last month, in October, we celebrated our 20th anniversary as MUFG. Looking back over the past 20 years, thanks to the understanding and support of our stakeholders, including our investors, we have taken on many challenges, gone through three major transitions and achieved growth sometimes despite headwinds. MUFG will continue to push ourselves forward and guided by our purpose of committed to empowering a brighter future, we will aim to further increase our corporate value even in a rapidly changing external environment. Your continued understanding and support is very much appreciated. That is all for me. Operator: Let me introduce the first questioner, Mr. Takamiya of Nomura Securities. Ken Takamiya: This is Takamiya from Nomura Securities. I have two questions. On the upward revision of your guidance and the 12% ROE target. I would like to hear your thoughts on the upward revision from two perspectives. First, I wonder if the assumptions are too conservative considering the current levels of the Nikkei stock average and the dollar-yen exchange rate. Second, the revision of JPY 100 billion from JPY 2 trillion to JPY 2.1 trillion is not small, but it is a somewhat small revision to your bottom line profit. What was the aim and your thoughts on this small revision? This is my question on your guidance. My second question is on your ROE target. On Page 6, you explained verbally the general direction you are heading, including assumptions like interest rate of around 1% and no gain on sale from reducing your equity holdings. But I think this is the first time you have clarified this in writing. Regarding the mid- to long-term ROE target of 12%, I want to know if there were any changes in your thinking and the management's perspective, reflecting the changes in the environment or tailwinds. Jun Togawa: Thank you, Takamiya-san. Regarding the upward revision, our initial guidance was JPY 2 trillion based on the assumption that the decrease in net gains and losses on equity securities and the absence of reversal of large loan loss provisions will be offset by continued growth in customer segment NOP, improvement in treasury interest income benefiting from last year's bond portfolio rebalance and a rebound from the loss due to bond portfolio rebalance in FY '24. Decrease in gains and losses on equity securities, absence of reversal of large loan loss provisions, treasury interest income improvement and rebound from last year's bond portfolio rebalance are in line with our initial forecast. Meanwhile, progress in the first half exceeded expectations, thanks to better-than-planned customer segment NOP, lower credit costs, upside in Morgan Stanley equity accounted earnings and onetime gains not factored in our initial forecast. I will explain our assumptions for the second half later, but we forecast strong yen toward the end of the fiscal year, slower treasury sales in the second half as trading gains were weighted to the first half, credit costs in line with our initial forecast, though the full year will depend on the impact of tariffs and an increase in strategic expense allocation, including retail and also included certain financial measures for FY '26, resulting in a guidance of JPY 2.1 trillion. There was internal discussion about whether a 5% revision was really necessary, but we decided to do so with the aim of disclosing our forecast appropriately at each point in time since the first half of last year. We may not have done this in the past, but that is our line of thinking. Regarding the assumptions, the yen assumption against the dollar is quite strong given the current level. But depending on interest rate trends, it is not unreasonable for the yen to be in the mid-JPY 140s by the end of the fiscal year. The share price of around JPY 43,000 may also seem conservative, but the impact of share prices on our earnings is not significant. So this was not the reason for the conservative profit target. As for future upside, we expect further growth in the customer segment and decline in credit costs, which is again subject to tariffs and also an upside in FX that you mentioned. Whether there has been a change in our view on the 12% target, we originally began the discussions to set the 12% target by trying to see how much we can increase our profit under the assumptions that Japan's policy interest rate will be around 1% and that we have no gain on sale of equity holdings, which I strongly insisted. Since investors asked questions based on different assumptions such as including gain on sale of equity holdings, we made that clear. We are fleshing out the details to achieve this as we speak. One change in our thinking, both in terms of inorganic investment and the use of capital, as I may have mentioned before, is that we are now discussing potential investments internally based on whether or not they contribute to achieving 12% ROE. Operator: Next, Mr. Nakamura of BofA Securities, please. Shinichiro Nakamura: This is Nakamura from BofA Securities. I also have two questions. First, let me confirm the full year CET1 ratio forecast on Page 20 again. It doesn't seem like it will approach the middle of the range. So if you could share with us your view on the level and the breakdown to the extent possible. There was an article in Bloomberg about your inorganic investments, and you denied that the information came from you. Could you elaborate on this, if possible? Sorry for asking too much. That is my first question. My second question is on credit cost. In the first half, there was a reversal on the bank nonconsolidated basis. So if you achieve your target in the second half, this is a reasonable level. So my question is on the current situation of private credit in the U.S. Although MUFG has not directly mentioned it, we are seeing large-scale loans to Oracle's data center investment, among others, which is widening credit spreads as a result. What are your thoughts on this increasing concentration of risk? Thank you. Jun Togawa: First, regarding the outlook for CET1 ratio toward the end of FY '25, the end of March '26, approximately 80 basis points up in the second half from the accumulation of net income based on the revised performance targets, 65 basis points down due to shareholder returns, including dividends and share buybacks, as I explained earlier, around 30 basis points down from the planned increase in risk assets. And with Morgan Stanley's accumulated profit from its extremely strong performance, et cetera, we expect the ratio to be somewhere between 10% and 10.5%. Regarding the private credit market, MUFG actually does not have a significant exposure. We have some exposure to companies that have been mentioned in the media. But as you saw earlier, our NPL ratio is declining. So I do not think we have a significant exposure. That said, the private credit market is extremely strong now. So we need to keep a close eye on the recent increase in volatility. I think the risk of lending to data centers depends on the project. We have extensive knowledge on project finance. So it is important to carefully select projects, taking into account factors like sources of cash flow and technical conditions, such as proper installation of high-voltage cables. Regarding the first question on inorganic investment, sorry, I skipped that. But actually, I have no comment. We continue to consider opportunities in three areas, namely AMIS, Digital and U.S. Asia. Operator: Next, Mr. Matsuno from Mizuho Securities. Maoki Matsuno: Matsuno from Mizuho Securities. I have two questions. First question is on Page 3. Upward revision of financial targets for FY '25. Can you give a more detailed breakdown? The graph on the bottom left shows a breakdown into customer segment, equity method investees and review on financial indicators. Can you give a breakdown of each of them? For example, weaker yen than the beginning of the year, would that be included in review on financial indicators or the equity market value? Can you give some color on the factors affecting changes in net income? My second question is on the operational policy of Global Markets in the second half. In the first half of the year, it looks like you did well by drastically reducing yen bonds and super long-term bonds and making profits on foreign bonds. Is there anything you can speak about the operations of Global Markets in the second half of the year? Those are my two questions. Jun Togawa: So starting with Page 3, your question on major factors affecting changes in full year targets. Earlier, I said the customer segment is expected to continue making steady progress in the second half of the year and is expected to exceed the initial plan by around JPY 30 billion for the full year. Regarding equity and earnings of equity method investees, I must admit it is difficult to say how much is coming from Morgan Stanley, but a certain amount is factored in. There are also some one-offs. Please look at the footnote on Page 8. Step-up gains from acquiring shares of JACCS, one-off gains from acquisition of Tidlor as a subsidiary and gains related to liquidation of local subsidiaries, a part of them were not factored in, accounting for approximately JPY 40 billion. The revision of financial indicators is expected to have an impact of approximately JPY 30 billion, mainly due to the weak yen. Stock price outlook was revised up, but gain on sales of equity holdings has been hedged for stocks scheduled for sale at the beginning of the fiscal year. So impact of sales of equity holdings is minimal. Although there will be partial impact on earnings due to an increase in AUM in the asset management and investor services, the impact of the revision of stock price assumptions is not that big. The impact is primarily from ForEx, and the total adds up to JPY 100 billion. For Global Markets, you are right. In Q1, reducing the balance of super long-term JGBs, partially offsetting with redemption gains on bear fund and gains on sale of foreign bonds, that's for the first half of the year. Regarding yen bond management from the second half onwards, our policy of gradually building up our yen bond positions, while monitoring the rise in Japan's policy rate remains unchanged. Short-term JGBs decreased as the BOJ's growth-oriented lending support operation is gradually coming to an end and need for short-term JGBs as collateral has decreased. The balance of short-term government bonds has fallen significantly. As for foreign bonds, the balance of long-term bonds appears to be increasing, while duration is decreasing and some might feel this doesn't sit well. This is due to categorizing mortgage bonds with long statutory maturities as long term. But overall duration shortened to 4 years. Operator: Next is Mr. Matsuda from Daiwa Securities. Ken Matsuda: Matsuda from Daiwa Securities. I also have two questions. Regarding net fees and commissions. Net fees and commissions in the first half of the year was very strong for both domestic and nondomestic. Is this trend in the first half a temporary phenomenon? Or including the current pipeline, can we expect further growth going forward? That is my first question. Second question is on CET1 ratio on Page 20. The impact of exchange rates was cited as a factor in the decline in the CET1 ratio in the first half of the year. It worsened by 40 basis points, but the yen did not appreciate significantly between the end of March and the end of September. Then why deteriorate by 40 basis points? Was it due to the Thai baht? What was the impact in the first half? If the weak yen environment continues, can we expect the CET1 ratio to improve further? These are my two questions. Jun Togawa: Thank you for your questions. Fee revenues, fee income partially include impact of acquisitions. Acquisition of WealthNavi, MPMS acquired by our Trust Bank and NICOS acquiring Zenhoren has resulted in a total acquisition effect of about JPY 48 billion. Apart from that, GCIB, in particular, is further promoting O&D initiatives, so fee income will grow. Domestically, fees related to loans such as MBOs and LBOs are growing. Solution-related fees are also growing. So we can expect continued growth in this area. In addition, AUM in asset management is growing steadily, and IS has also issued a press release stating that outsourcing operations have quickly achieved the MTBP target. These areas are growing steadily. So I believe we can continue to grow. Regarding CET1 ratio for the first half of the year, impact of U.S. MUA is large, as I might have said in May. The dollar-yen exchange rate from December to June saw the yen appreciate by about JPY 14. We took some hedging measures, but were implemented after April or May and hence, this impact. Regarding impact of the weak yen on CET1 ratio, it will depend on the trends in the dollar yen and Thai baht, but the weak yen will have a certain effect in lifting the CET1 ratio. That's all for me. Operator: Next is Mr. Yano, JPMorgan. Takahiro Yano: I also have two questions. One is a detailed question, a follow-up to Mr. Matsuno's question. Regarding the revised target for this fiscal year, you referred to the waterfall chart on the lower left, but I'd like to confirm referring to the table above. NOP is up JPY 50 billion. Credit costs haven't changed and ordinary profits increased by JPY 150 billion. I assume this is coming from increase in ownership interest, stock-related and other factors accounting for JPY 100 billion. I'd like to know the breakdown. This is my first question. The second question is a high-level question. Today, there was a headline in the news quoting CEO, Mr. Kamezawa about achieving top -- global top-tier ROE and corporate value. I assume this is along the same lines of what has he has been saying. But just to be sure, can we take this as a hint that the current ROE target of 12% will change? Is there no need to read too much into it? I would like to know what you mean by achieving global top-tier ROE, if there is anything we should know of. Jun Togawa: Thank you for the questions. Should I explain both NOP and ordinary profit? Well, if you could elaborate on the variance, if there is anything that is tricky in NOP. Okay. Within NOP, JPY 25 billion is from ForEx, assuming the yen to be about JPY 5 stronger. The rebound from treasury trading gains was concentrated in the first half, as I said, and the difference between first half and second half is about JPY 130 billion. Then there is increase in expenses, expense incurred in EMUTO, IT costs, AI, cyber-related impact from certain inflation-related costs, base wage increase, among others. All in all, about JPY 100 billion in expense increase. We are also considering a certain level of structural improvements for next fiscal year as profits are also strong. Averaging them all out, we expected an upside of about JPY 50 billion in NOP. Regarding ordinary profit, there is a one-off step-up gain from an increase in our ownership interest. This accounted for about JPY 100 billion in the first half. Some of it was not accounted for in the plan, as I said earlier. Combined with Morgan Stanley's profit increase, ordinary profit was revised up by JPY 150 billion. To your second question, I appreciate the expectations you have on us, but we will first focus on achieving 12%. Mr. Kamezawa spoke in that context. Thank you. Operator: It seems there are no further questions, so we will conclude the Q&A session. Finally, Mr. Togawa would like to say a few words. Togawa-san, please. Jun Togawa: Thank you very much for joining us today despite the late hour and on a day where many companies are announcing their results. Thank you for your diverse questions and comments. Today, I mainly explain the progress made in Q2 of FY 2025, and President Kamezawa will provide a more detailed explanation, including his own thoughts at the investor briefing on the 18th. We look forward to your participation. We would appreciate your continued understanding and further support. Thank you very much for joining us today. Operator: This concludes the online conference call on financial highlights for the first half of FY '25 of Mitsubishi UFJ Financial Group. Thank you very much for participating today. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Thank you for standing by, and welcome to Kodiak's Third Quarter 2025 Earnings Conference Call. [Operator Instructions]. I would now like to hand the call over to Lauren Harper, Kodiak's Chief of Staff. Please go ahead. Lauren Harper: Thank you, and welcome, everyone, to Kodiak's Third Quarter 2025 Earnings Call. On the call today are Don Burnette, Founder and Chief Executive Officer of Kodiak; and Surajit Datta, Chief Financial Officer of Kodiak. Our press release and an earnings presentation were issued earlier today and are posted on the Investor Relations section of our website. This call is being broadcast live via a webcast, and a replay will be available on our website after the call. Before we begin, I would like to remind you that during today's call, Kodiak will be making forward-looking statements within the meaning of the federal securities laws about financial performance and future events, including our guidance for fiscal fourth quarter and full fiscal year 2025, as well as our long-term goals. Such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statement made during this call that is not a statement of historical facts should be deemed to be a forward-looking statement. All forward-looking statements, including statements regarding our guidance for fiscal fourth quarter and full fiscal year 2025, our estimated total addressable market, our operational and product road map, our relationships with partners and suppliers, our ability to produce and deploy the Kodiak driver at scale, including the timing of launching driverless trucks for long-haul highway operations, our expansion plans and opportunities and our expectations regarding future business and financial performance, including future cash flows and our path to profitability, are based upon management's current estimates and various assumptions. These statements involve material risks and uncertainties that could cause actual results or events to materially differ from those anticipated or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these statements. For a list and description of the risks and uncertainties associated with our business, please see our filings with the Securities and Exchange Commission. We disclaim any obligation, except as required by law, to update or revise any financial or operational projections or other forward-looking statements, whether because of new information, future events or otherwise. Any forward-looking statements made on this call speak only as of the date of this call. Further, in addition to discussing results that are calculated in accordance with generally accepted accounting principles, we may also refer to certain non-GAAP financial measures. For more detailed information on our non-GAAP financial disclosures, including reconciliations to most comparable GAAP measures, please refer to our earnings release, which can be found on our Investor Relations website. Our discussion today also includes references to forward-looking free cash flow. Such forward-looking financial measure is provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. I will now turn the call over to Don. Please go ahead. Don Burnette: Thanks, Lauren, and welcome to our first earnings call as a public company. Today, we're excited to share our third quarter results. But first, I'd like to introduce you to Kodiak and talk about our industry-leading technology, our strategy and why we believe we are positioned to capture the tremendous opportunity in the global trucking market. Kodiak delivers AI-powered driving technology that tackles some of the world's toughest driving jobs across vehicles and environments. We are a leading provider of autonomous trucking technology with 10 driverless trucks in customer operation with no human in the cab. These 10 trucks are the first to be delivered as we fulfill the world's largest known driverless trucking contract, a binding order to deploy our technology in 100 customer-owned trucks. Our differentiated technology allows us to seamlessly operate across a variety of environments, giving us the flexibility we need to focus on 3 large verticals: long-haul trucking, industrial trucking and defense. Across these verticals, we work with industry-leading customers such as J.B. Hunt, Werner, C.R. England, Martin Brower, Atlas Energy Solutions and the U.S. Army. Kodiak's core business is based on the Driver-as-a-Service or DaaS model, which is designed to replicate how customers pay their drivers today, either by the mile or by the vehicle. Our customers own and operate their own driverless trucks and pay us a recurring fee to utilize the Kodiak driver in their fleets. This DaaS model allows us to generate recurring revenue while keeping our balance sheet relatively asset-light. We initially launched this model with Atlas Energy Solutions, a leading logistics provider in the Permian Basin that is actively working to automate its supply chain. We intend to grow DaaS revenue, both as Atlas grows its fleet of Kodiak-powered trucks and as we expand driverless operations with new customers. I believe it is paramount to execute across 3 strategic pillars to launch a driverless business: technology, safety case and product. While technology is the most visible, each of these pillars is critical to successfully launching and scaling autonomous trucks. Let me address each of these, starting with technology. The Kodiak Driver, our autonomous system combines advanced AI-powered software with modular vehicle-agnostic hardware. We designed The Kodiak Driver to operate in challenging driving environments while integrating seamlessly into our customers' fleets. This single integrated software platform is designed for deployment across 3 verticals: long-haul trucking, industrial trucking and defense. It operates day and night in a wide range of weather conditions, including rain and severe dust storms and in some of the most complex scenarios in trucking. Our core technology allows the Kodiak driver to operate without high-definition maps commonly used in the AV industry. We believe this approach makes the Kodiak driver more adaptable to real-time changes on the road than traditional AVs that heavily rely on premaps to rain. It also makes the Kodiak driver better able to navigate unstructured off-road environments, uniquely enabling us to pursue opportunities in the industrial and defense verticals that would otherwise be challenging if we required high-definition maps. We integrate our software into our modular autonomy hardware kit that is adaptable to a wide range of vehicle types. We've already integrated the Kodiak hardware kit into Class 8 trucks, Ford F-150s and even treaded military vehicles. Our hardware kit includes Kodiak's proprietary sensor pods, which are self-contained modules that contain third-party cameras, radars and LiDARs and are designed to be quick and easy to swap in the field with minimal training. Our modular approach allows us to quickly install The Kodiak Driver's hardware kit into our customers' trucks, reducing the cost of deployment. Years ago, we decided that upfitting was the right go-to-market strategy to address a significant industry-wide challenge that today, none of the truck OEMs offer a driverless-ready platform. To implement this strategy, we partnered with Michigan-based Roush Industries, a leading automotive product development supplier. Roush is an industry leader in small to medium volume automotive manufacturing. Their deep experience building high-quality vehicles at scale brings efficiency and quality to our manufacturing that would be very difficult to match with in-house production. Now to our second pillar, safety. Safety is our core value at Kodiak. It is critical to building trust with customers, regulators and the general public. The most important part of the process is building a safety case, which is a comprehensive evidence-backed argument for why The Kodiak Driver is safe to deploy. Kodiak is one of only a handful of AV companies known to have completed a driverless safety case. Developing a safety case is a massive cross-functional effort, spanning software, systems engineering, hardware, functional safety, manufacturing, operations and even legal and policy. To help track our progress on launching The Kodiak Driver on long-haul routes, today, we are unveiling our Autonomous Readiness Measure, or ARM, which measures the percentage of claims and evidence in Kodiak safety case for driverless operations that are materially complete. Having completed our industrial safety case, our industrial arm is necessarily at 100%. Today, I am incredibly proud to report that our long-haul arm currently stands at 78%, and we expect to make steady progress in the quarters ahead as we prepare for long-haul driverless operations in the second half of 2026. Lastly, I'd like to turn to our third pillar, the product. We take a unique customer-centric approach that has allowed us to implement our technology and build a valuable product our customers can utilize efficiently. The operational experience we have gained over 7 years and 10,000 loads has enabled us to understand our customers' needs and build our products accordingly. For example, we developed our quick swap sensor pods after hearing from our customers about the importance of our hardware fitting into existing maintenance processes. Additionally, our driverless deployment with Atlas in the Permian has helped us pressure test core product features, including launching, driving, landing and maintaining driverless vehicles. We see this generating a flywheel effect, allowing us to leverage these features and our learnings across long-haul and defense deployments. As we have already discussed, the Kodiak driver operates on highways, local streets, dirt roads and off-road environments. This generalization enables seamless operations and shared learnings across industries. I'd like to address our unique experience and opportunity in each of these verticals. Kodiak started its journey with long-haul trucking, and this continues to be our primary focus. Given the trucking industry's $4 trillion global TAM, we see tremendous opportunity in this vertical. Today, we get paid to deliver freight from our Dallas operations hub to Houston, Oklahoma City and Atlanta using our own trucking fleet with a safety driver. Our highly respected customers include J.B. Hunt, Werner, C.R. England and Martin Brower. We also see a robust pipeline of customers interested in piloting and eventually deploying The Kodiak Driver in their fleets. We continue to make meaningful progress towards our goal of launching driverless operations in the long-haul vertical in the second half of next year and expect to subsequently transition our long-haul customers to our DaaS business model. The industrial trucking vertical, where we deployed our first driverless trucks includes oil and gas, mineral transportation and logging transportation. The $68 billion global industrial market is an ideal use case for our technology. Operators in remote industrial locations face even greater difficulties recruiting and retaining drivers than long-haul carriers, meaning that autonomy can offer significant cost savings and operational efficiencies. As I mentioned previously, The Kodiak Driver's technology is well designed to work in unstructured industrial environments where we see many challenging scenarios that are less common in long-haul trucking. These include oncoming traffic, narrow uneven roads, frequent pedestrians and the occasional count. We believe that this versatility sets The Kodiak Driver's AV capabilities ahead of the competition. In addition to being a significant revenue opportunity, our industrial trucking deployment in the Permian helps us mature The Kodiak Driver across all 3 of our strategic pillars. The Permian is a literal and figurative sandbox for honing our technology, our safety case and product, enabling a flywheel that is already accelerating our ability to implement our technology across verticals. The unstructured driving environment of the Permian produces more unusual edge cases compared to structured highway driving, progressing the technology through rapid learning and challenging the system. We've also gained significant product experience integrating into our customers' transportation management systems and developed processes for managing vehicle maintenance with operations personnel on the ground. We've been delivering loads with no human in the vehicle in some of the toughest weather conditions in trucking, including dust storms. This experience will enable us to provide greater value to our long-haul customers. Lastly, we're focused on adapting our virtual driver for defense purposes. The current administration has adopted a supportive posture for autonomous technology and defense use cases mirror long-haul and industrial trucking with both on-road and off-road operations. We have proven experience in defense exemplified by our $30 million contract with the U.S. Army, which we completed work on earlier in 2025. The need for autonomy and defense applications is obvious. And ultimately, we believe autonomy will be integrated into the entire Pentagon vehicle fleet. We believe Congress and the military support investments in autonomy, though the government shutdown has caused some short-term uncertainty around contracting timing. We will continue to pursue opportunities in this space going into 2026. Now turning to our Q3 results. We are pleased with our strong performance in Q3. During the third quarter, we deployed the Kodiak driver in an additional 5 trucks owned by our customer, Atlas Energy Solutions. We are now generating recurring gas revenue on a total of 10 driverless trucks equipped with the Kodiak driver, a 100% increase over Q2. As we move into 2026, we expect to accelerate our deployment as we seek to fulfill Atlas's initial order of 100 Kodiak-equipped trucks. We have also completed over 5,200 cumulative hours of paid driverless operations, which represents a 166% increase from the end of Q2. We view this as a key metric to measure the progress of an autonomous company regardless of the specific use case. Additionally, we have driven over 3 million autonomous miles and delivered over 10,000 loads for our customers, a 21% increase in cumulative deliveries over Q2. I'd like to address our recent progress by pillar. First, the technology pillar. At the beginning of Q4, we issued a new software release that, among other improvements, includes new features that allow us to reduce the need for remote assistance by 53%. This reduction in turn, improves our ability to scale our solution. Another feature included in this new software release is a new component of our perception system that leverages generative AI-based vision language models to identify and address novel complex edge case scenarios that are rare in the real world. We believe combining our proprietary multimodal AI perception model, Giga FusionNet, with these new high-level reasoning capabilities sets a new standard for physical AI. Using this new technology, The Kodiak Driver's AI can now identify scenarios like flooded roads and car fires, rare scenarios that can be a challenge for more traditional perception techniques. This new feature allows us to better handle the long tail of complex etch cases and gives us further confidence as we move down the path towards our long-haul driverless deployment. In Q3, we announced that we have integrated NXP's ISO 26262-compliant processors and interfaces into the architecture that powers The Kodiak Driver. The addition of NXP's automotive solutions have improved The Kodiak Driver's reliability and robustness while helping us to improve vehicle uptime. Last week, we announced an expanded partnership with global Tier 1 automotive supplier, ZF. Through this expanded partnership, we purchased steering systems with redundant components for 100 Kodiak-equipped trucks. These redundant steering components are critical to ensuring our ability to safely scale The Kodiak Driver. On the safety side, we were proud to announce the results of an evaluation by Nauto, a leader in AI-powered fleet safety technology. Kodiak received the highest VERA safety score among over 1,000 fleets in Nauto's network. In fact, The Kodiak Driver received a perfect score of 100 in 3 out of 4 Nauto VERA score categories and in 95 in the fourth. We believe independent safety evaluations like Nauto's help to validate what we already know. The Kodiak Driver is already among the safest drivers on American highways. Lastly, I'd like to address the product pillar. As we've discussed earlier, we continue to execute on the upfitting strategy we first articulated years ago. In Q3, Roush launched a dedicated manufacturing line to upfit trucks with Kodiak's hardware kit. With the Roush-built trucks already rolling off the line, we believe we have further solidified a leading position in building driverless trucks at scale. We also continue to strengthen our OEM relationships over the course of the quarter, and we'll continue to prioritize building those relationships. Additionally, we added the ability to haul 2 trailers at the same time. Pulling doubles, as it's called in trucking, is difficult for even highly skilled human drivers. In addition to extra length, the second trailer complicates every turn. This makes maneuvering extremely difficult. Pulling doubles is even more difficult in the Permian, which features rugged landscapes with narrow windy roads, and we achieved a significant technical milestone ahead of schedule. We also saw significant regulatory progress in Q3 and the early days of Q4. I'd like to highlight one item in particular. In early October, the U.S. Department of Transportation issued a waiver that allows AV truck operators to use flashing warning beacons as a replacement for reflective warning triangles. We integrated these warning beacons into our very first driverless-ready truck back in 2024. We are thankful for the administration support, and we want to thank them for their leadership on this issue. Finally, over the past few months, we made tremendous progress as we prepared Kodiak to operate as a public company. We are incredibly excited for this next chapter and look forward to sharing more updates on our next earnings call. I am proud of what we have accomplished thus far and believe we are well positioned for growth. In summary, Q3 showed Kodiak executing across our 3 pillars: technology, safety and product, positioning us to deliver meaningful growth and durable value for customers, partners and shareholders. We are converting our progress into real commercial traction, including delivering additional Kodiak driver-powered trucks under the world's largest known driverless truck deployment. We head into 2026 with strong momentum across the long-haul, industrial and defense verticals and are continuing to move toward the launch of driverless long-haul operations while scaling our industrial business. We believe these wins will allow us to grow as we remain capital efficient, providing a path to profitability and positive free cash flow in the future. I'll conclude my remarks by extending a huge thanks to all of our Kodiakers. The progress we have made is a reflection of your hard work, and I look forward to accomplishing even more with you in the future. Surajit, over to you. Surajit Datta: Thank you, Don, and good afternoon, everyone. I am pleased to share Kodiak's financial results for the third quarter of 2025, our first as a public company. This quarter marks an important milestone for Kodiak as we continue to successfully execute on our mission to accelerate adoption and commercialization of autonomous technology in a safe and reliable way. From a financial perspective, we are committed to delivering consistent value and building on the strong foundation already in place. We see potential for significant long-term growth, scale and operating leverage. We delivered strong performance, demonstrating our ability to scale and grow the business. We also continue to focus on deploying capital efficiently, most notably by partnering with leaders in the AV and trucking ecosystems. This allows us to focus on our core competency of developing advanced AI-powered autonomy software. Revenue for the third quarter was $0.8 million. This represents a 53% growth over the prior quarter, primarily driven by increase in Driver-as-a-Service revenue generated by our 100% quarter-over-quarter growth in customer-owned and operated driverless trucks. Let me take a moment to further explain our DaaS revenue model. Under this model, we charge our customers a single composite license fee to use The Kodiak Driver AV hardware and AI-powered autonomy software. We charge this fee on either a per vehicle or a per mile basis. This flexible pricing model is designed to align with our customers' diverse operational models. The DaaS model allows us to build predictable recurring revenue under multiyear contracts. We have already implemented the DaaS model with Atlas. In our long-haul operations, our customers currently pay us to deliver freight on Kodiak-owned autonomous trucks. We plan to transition our long-haul customers to the DaaS model once we commence our long-haul driverless operations. By integrating the Kodiak driver into customer-owned fleets, we expect to continue to build an asset-light business that scales with our customers' growth while limiting our CapEx outlay. Now turning back to the financials. GAAP operating loss for the third quarter was $30 million. Non-GAAP operating loss for the quarter, which excludes stock-based compensation, totaled $24.7 million, primarily due to continued investment in R&D and operational support for our industrial deployment. For a reconciliation of non-GAAP metrics to GAAP, please see our earnings release, which we filed prior to the call. We also incurred capital expenditures of $6.6 million, primarily to purchase AV components that we deploy on our customers' trucks. Free cash flow for the quarter was negative $40 million. This included high single-digit millions of onetime payments and public company-related costs. We ended the quarter with $146.2 million in cash and cash equivalents, including the proceeds raised as part of the de-SPAC transaction, net of fees and expenses. Turning to guidance of Q4 of fiscal year 2025. We expect to end 2025 with customer-owned and operated driverless trucks in the mid- to high teens. Q4 FY '25 free cash flow is expected to be in the range of negative $36 million to negative $38 million as we continue to invest in R&D and incur capital expenditures to purchase and deploy AV hardware on customer-owned trucks. Over the next few quarters, we expect to continue to deploy The Kodiak Driver to meet our initial contractual commitment of 100 customer-owned driverless trucks with Atlas. This is expected to drive meaningful increase in quarter-over-quarter revenue. As we look ahead, we expect our capital needs to be primarily driven by 4 factors: R&D investments, including safety validation, costs associated with scaling industrial commercialization, strategic initiatives to lower AV unit hardware expenditures and public company costs. We expect that these capital needs will be partially offset by increases in DaaS revenue as well as improvements in operating leverage from scale and efficiencies. We plan to provide more detailed guidance for fiscal year 2026 as a part of our Q4 FY 2025 earnings call. We'll opportunistically seek additional financing options to strengthen our liquidity and support the next phase of growth, particularly as we build out our customer pipeline and launch driverless commercial long-haul operations in the second half of fiscal 2026. Our financial priorities remain consistent with our strategic goals that Don had laid out earlier. We want to, first, grow Driver-as-a-Service revenue with existing and new industrial and long-haul customers to build a durable recurring high-margin business model over time. Second, invest prudently in technology, safety cases and commercial readiness to launch long-haul driverless operations in the second half of fiscal 2026. Third, implement scale and cost efficiencies into our capital-light model to achieve profitability and positive free cash flow over time. Lastly, maintain a strong balance sheet and enhance liquidity through disciplined capital planning and opportunistic financing. In summary, Kodiak is entering its next chapter with a strong foundation. Our momentum, technology leadership and competitive position remains strong, and we are delivering high growth with focus on improving operating leverage. We are executing with fiscal discipline and transparency as we build long-term value for our customers, partners, employees and shareholders. I want to thank you all for attending our first earnings call and for starting this journey as a public company with us. Operator, can you please open the line for questions? Thank you. Operator: [Operator Instructions]. Our first question comes from the line of Michael Ward of Citigroup. Michael Ward: Don, I wonder if you could talk a bit more about the ZF partnership that seems intriguing. How exactly is that going to work? Is it a supply relationship, development relationship? How is that going to work? Don Burnette: Thanks, Mike. The ZF relationship is primarily a supplier relationship. ZF, as you know, is one of the leading suppliers of steering columns and automotive components in general to the commercial trucking market. We have a long-standing relationship with them and use their components in our driverless trucks today. And this announcement further solidifies the partnership between Kodiak and ZF as we intend to scale our solution going into 2026. Michael Ward: That's a great. It's a great company. Surajit, as you look at the fourth quarter, it seems like your annualized run rate at year-end is going to be somewhere in that $5 million range just from the Atlas relationship. Is that about right? Surajit Datta: We expect meaningful growth in revenue. So Q4, as we have guided, we will be into... Michael Ward: As you exit -- as you exit, is that what we're talking about in that $5 million range for the annualized run rate? Surajit Datta: Yes. I think that could be close to that number. Michael Ward: Okay. And then from what I can tell, your cash burn was about $35 million, you had some unusual there in 3Q. So about $35 million a quarter, that's about right? Surajit Datta: In Q3, we had some high single-digit millions of onetime costs and public company-related costs. So we have guided for Q4 for free cash flow to be negative $36 million to negative $38 million. Michael Ward: Perfect. Okay. And just one last one, if I could, is I think you're on track to get to that 100-unit agreement with Atlas by the end of '26. That's your current target? Surajit Datta: Yes, that's our target. Operator: Our next question comes from the line of Andres Sheppard of Cantor Fitzgerald. Andres Sheppard-Slinger: Congrats on all the great progress and congrats on the first public quarter. Certainly, incredible achievement. Don, I wanted to maybe touch on the long-haul operations that you're targeting to launch in the second half of next year. Can you maybe help us understand what is needed between now and then between that, I guess, 78% and 100%. Anything that you can point that we should be focusing on? And how confident are you in that target? Don Burnette: Thanks, Andres. Yes, we're excited to finally come out with some tracking metrics around our progress toward long haul. We've been talking about this for the last several quarters, and we wanted to be able to provide the market with some visibility and transparency into our development process. The arm is effectively a measure of the material completeness of our safety case. And as you know, we don't launch a driverless product until our safety case is complete. Most of the work from here forward involves a lot of validation and testing of the system that includes simulation, that includes structured testing and other forms of testing validation as we build up to that launch. And so we'll be providing more detail along the way. For now, this is our first data point as we progress, but you should expect to see quarter-over-quarter improvement as we move toward our expected driverless launch in the second half of 2026, and we feel reasonably confident that, that is an accurate time line. Andres Sheppard-Slinger: Wonderful. That's super helpful. I appreciate all that color. And maybe just as one follow-up. A question on liquidity. So with roughly $150 million in cash and equivalents now, how are you thinking about kind of capital needs going forward? I realize you're not guiding cash burn going forward, but how should we think about that liquidity and any potential additional capital needs? Surajit Datta: Thanks for the question. This is Surajit here. I'll jump in here. As you see as a part of the de-SPAC transaction, which you just concluded, we had the largest capital raise in the history of the company, demonstrating our ability to raise across the capital structure and across several investors. And we feel excited about our momentum and the tremendous progress we are making in deploying our technology and scaling the business. So as we scale this business over both industrial and long haul, we should be able to also drive significant operating leverage and reduce our [ BOM ] cost. So we feel confident that as we execute on this strategy, we will be opportunistically seeking additional financings to strengthen our liquidity over the next 12 months, support the next phase of growth and execute against our road map. So we feel confident we're raising that additional capital for the next few quarters. Operator: Our next question comes from the line of James Mcilree of Chardan Capital Markets. James McIlree: When you think about the second half entry into the long-haul market relative to the ARM measure, do you need to be at 100% for some period of time before you can enter the market? Or can you enter the market with a sub 100% again, you have to have it at some period of time. I'm just curious how that -- how you're using ARM as a gating factor to the long-haul entry. Don Burnette: Thanks, Jim, for the question. We -- there's no specified period of time. It's more of a minimum requirement. So yes, we would need to get to 100% on the readiness measure in order to feel comfortable that we have closed out the safety case for launching our driverless product. That being said, there's no specified amount of time between getting to 100 and actually doing the first driverless run, so to speak. And so it's a little bit premature and early to kind of talk about specifics at that sign of a granularity. And so what I would say is we're shooting for the second half of next year. And as we get closer to that moment, we should be able to provide additional clarity and more certainty around the timing of when we actually do our first deliveries. James McIlree: That's very helpful. And then as far as customer additions are concerned, is it more likely that you enter the long-haul market before getting another industrial customer? Or is it the opposite that it's more likely to get another industrial customer first? Don Burnette: Well, we're dual tracking that. We're continuing to push to build our industrial business. As we talked about in our remarks earlier, we feel really good about growing that vertical. We have a great customer in Atlas, and this is really a crawl, walk, run approach to deploying autonomy. This is a safety-critical technology. We want to make sure that it's rightsized for our customers as our customers are learning with us. There's a lot in the product pillar that goes into actually efficiently deploying this product. And you can't just dump hundreds or thousands of vehicles on a customer overnight and expect them to be able to efficiently operate those vehicles to provide a useful benefit. And so there's a learning process as we go through this customer development, and that's really where we talked about the flywheel earlier on. And so we are looking to pick up additional industrial customers, and we'll have more on that as we continue to move through the quarters. At the same time, the team, especially the R&D team, the systems engineering team and our validation team are working really hard to get the truck to the appropriate level of safety for deploying driverless. And so I think it's really a dual track multipronged effort. Those are parallel efforts. I think the goal would be to announce additional customers in both of those verticals along the way. I can't really say exactly to what time frame one would come before the other. These are both top issues. Operator: Our next question comes from the line of Itay Michaeli of TD Cowen. Alright. We move to our next question, next question comes from the line of Mike Latimore of Northland Capital Markets. Mike Latimore: Congrats on the first call here and doubling the units in the quarter. That's great. I think Nauto's score was very positive. Can you leverage that? Are you leveraging that for marketing purposes after new prospects? And can that be helpful even, I don't know, in keeping insurance costs down? Don Burnette: Well, when you talk about new technology, especially within the safety -- safety critical realm like automotive driving, credibility and trust needs to be built over time. And we feel that the Nauto results really speaks to the safety of our system, especially as it compares to human driving. And that's one of those big question marks that people have had for many years, even over decades is how do these vehicles drive relative to existing humans, not just from a crash or accident percentage perspective, but what is the behavior by which they drive. And the exciting thing for us is I think this really demonstrates that not only are these vehicles not getting into accidents, which is kind of like your high-level metric, but they're also driving in a responsible, defensive and safe way. And that leads to better safety overall on our roadways. It also improves traffic and congestion. And so that's something that we think is really important as we deploy this technology more broadly and start to scale it. We want to be good citizens, not only to our customers, but also to the general motoring public. And this result simply speaks to the trustworthiness of the system for folks that don't have direct visibility into the system. Now how does that help Kodiak, of course, from a marketing perspective, but it helps from a regulatory perspective when we talk to regulators, they can get a sense for, hey, I have never seen this in action, and it's far away from where I drive day-to-day, but I can see that the score comprise over 1,000 fleets actually, they are the safest on the road. Same with our customers, right? We can take this data to our customers and show them not just 1 or 2 or 3 trucks, but we can say over the course of our entire operations of our fleet, we're actually behaving as safely and safer than human drivers on the road. And I think that really speaks to the credibility and trustworthiness of the system as a whole. Mike Latimore: Great. Obviously, a lot of focus on industrial and long haul. In the government vertical, a ton of focus just across the board on autonomous systems, whether it's in air, on sea, on the ground. Can you give a little more context or color around opportunities you might see in the government vertical? Don Burnette: Yes. It's been tricky as of late with the government shutdown, as we mentioned in our remarks. We still remain convicted that the defense vertical is a large opportunity for autonomy. The Secretary of Defense actually just made some remarks emphasizing the importance of contested logistics and actually prioritizing commercial solutions within the Army and other branches adoption of autonomy. We think this is the right approach, and we think that Kodiak has, we believe, the most mature, commercially viable autonomy solution that can be applied to defense applications. And of course, as you've seen, we've demonstrated that several times over across multiple vehicles in multiple different environments with our Ford F-150s and the versatility they bring, but also the Textron Systems RIPSAW platform, which is a fully threaded vehicle. We really demonstrated the ability to bring that commercial maturity into the defense market. And we believe that, that's what the defense market is ultimately looking for as they want to scale and productize this technology. So we remain very bullish in defense applications. It's an interesting world in the government space right now, but we think 2026 is going to be an exciting year. So I would say stay tuned for more. Operator: Our next question comes from the line of Ravi Shanker of Morgan Stanley. Nancy Hipp: This is Nancy Hipp on for Ravi Shanker. It would be helpful to hear a bit about how you're managing adverse weather, extreme environments or edge case scenarios in your autonomous system and how big a risk those are to scaling? I know you had a GenAI system to identify sort of these novel edge cases, but it would be helpful to hear more on that as you approach the on-highway launch in 2026. Don Burnette: Sure. Well, in our -- I'll use an example, our industrial launch back in 2024. So we delivered 2 -- the first 2 driverless trucks in December of 2024 and very quickly got those trucks to a level where they were capable of operating, firstly, around the clock, so 24/7, which is important to our customer, Atlas, which is a 24/7 operation, but also importantly, in adverse weather conditions. And so this has been something that The Kodiak Driver has already been able to handle for several quarters now in a driverless fashion. And so we expect to be able to bring those capabilities ultimately over to the highway environment when we first launch our driverless product in the second half of next year. So yes, the team is definitely working on validating those capabilities for highway. That is all encapsulated in our safety case, which, as we said, we're now at 78% on our readiness measure. And so we have already experienced and importantly, our AI system has experienced an adverse weather already. Nancy Hipp: Got it. That's very helpful. And then maybe for my second question, it would be helpful to hear about feedback you're receiving from your current partners after the launch with Atlas. And sort of how do you see that decision-making cycle for customers to go from initial discussions to adopting driverless trucks into a pilot to eventually scaling? Don Burnette: I think it's been an interesting journey, and the answer to that question has evolved quite a bit over the last decade, last several years and then to where we are today at the end of 2025. Our sense is that customers and the market broadly is excited about driverless deployment. It's more of a when can we get our hands on it as opposed to one of skepticism, which was not always true. If you go back several years, there was a lot of skeptical prospective carriers and truckload operators out there. These days, we don't -- we don't get as much skepticism. I think people realize that autonomy is the future of transportation broadly. That's true in the commercial market. That's true in the private vehicle market. And certainly, it's our belief at Kodiak that automation will make all the transportation modalities more efficient and safer over time. And of course, customers want to take advantage of that. They recognize that there's first-mover advantage and they want to move quickly. And of course, we want to be able to deliver a safe and efficient solution to them. More importantly, not just a safe solution, but one that they can actually utilize and hopefully utilize out of the gate. And again, this is where that flywheel effect comes in. Yes, we have an industrial application launched today, which is in a different domain than highway, but the customer interactions are largely the same for what we will bring to our over-the-road highway customers when we do eventually launch that product. And those are learnings that you can't really get other than doing -- and we think that this flywheel is going to accelerate our progress as we begin to scale our highway deployment. So I think customers are excited for it. I think they're waiting patiently to get their hands on the first driverless trucks that they can, and we hope to be the leading provider of those solutions for the customers broadly. Operator: Our next question comes from the line of [indiscernible]. Unknown Analyst: On those routes in Dallas, as you kind of prove out the safety case, Aurora, when they were proving out their safety case, I guess, got some pushback from their partner, PACCAR. Just curious if that's a risk scenario where you prove out your safety case, but the partner doesn't want it. And is there -- I'm going to extend that. I think you had mentioned kind of J.B. Hunt there as well. Do they have any saying this? Do they care? I mean I assume they're just -- if you're just delivering goods from one point to another, they shouldn't care, but who knows maybe they don't want the brand subjected to that risk. So if you can just talk about kind of who needs to sign off, if anyone, for you to go driver out on those trips from Dallas? Don Burnette: Thanks, Walter. It's a great question. I think there's like the legal sense of the question, who needs to legally sign off and then from a trustworthiness and good partnership perspective, there's who do you want to bring along. Our philosophy is we've always built our technology to be platform agnostic. We've shown that we can develop The Kodiak Driver and implement The Kodiak Driver across many different makes, models and form factors of vehicles. This gives us flexibility. So we haven't announced the platform that we will be using for our initial highway deployment. I think you asked, is this a risk? Everything is a risk. I would definitely say it's a risk. At the same time, we think building the right relationships and the safety of the technology in the right way and bringing people along, including them in the process is the right way to approach business. And so we think we have a path forward to deploy driverless vehicles without a driver and without an observer in the cab, and that's something that we definitely intend to do. But for sure, building trust with our partners is paramount in that process. Unknown Analyst: And then just kind of sticking with that partnership question, I guess. You've elected to upfit, right? And obviously, you've generated $800,000 of revenue. I think Aurora's revenue is like $1 million, so not even that much difference in the current quarter. I'm just curious like at what point, if at all, do you -- is it important to be integrated off the line, that type of stuff? I mean I know it's still early days, not a '26, not a '27, like do we just not worry about this or not consider this for some extended period of time? Or are there things in the works that you have planned for, I don't know, '27 or '28? Don Burnette: I don't think it's important to draw a line in the sand and pick a date like a switchover date. I don't think that's the right way to think about it. I think the right way to think about it is in terms of rollout and scale. In a lot of my conversations, there's this sense that thousands or even tens of thousands of autonomous trucks are going to fall from the sky and end up on our [ roadways ]. We're going to wake up on Monday morning and tens of thousands of autonomous vehicles are going to be out on the road. And we don't really think that's true. There's a progression to rolling this out, both from a safety, efficiency and operational perspective. And our current approach, we believe, scales into many, many thousands of trucks, which should be sufficient for the foreseeable future, short to medium term. And then -- that also depends on the development cycles for partners, OEMs and other providers within the autonomy space. And we don't control those time lines and something that I've said for a very long time is that I don't want to be beholden to time lines of other companies. I want to be able to take charge and control our own destiny. I think that's something that Kodiak has really done well, and we've executed on. We will continue to follow that philosophy over the next several years. We want to make sure that we have a product that we can deliver to customers when we are ready to deliver that product. And ultimately, when the ecosystem matures and when suppliers are ready, I think you're going to see access to broader scale, not just for Kodiak, but for the industry at large. And so I don't really think of it as a black or white or a line in the sand or a date on the calendar. It will come. It is a gradual progression. We are working hand-in-hand with suppliers, both on the Tier 1 side and the OEM side. We're tracking progress. They're tracking our progress. And so it's not something that we're losing sleep over, and we feel like the position we're in with the experience we've gained now developing an upfit solution and with our partner, Roush, that we've set ourselves up for success in the next coming years. Operator: Our last question comes from the line of Itay Michaeli of TD Cowen. Itay Michaeli: Can you hear me? Don Burnette: Yes, sir. We can. Itay Michaeli: Perfect. Sorry about before. Congrats on the first earnings call. So going back to the 78% long-haul arm, Don, I was hoping you could maybe share roughly where that metric was maybe 3, 6, 12 months ago. And then on the OTA that you did that reduced the remote assistance by over 50%, curious if you could talk a bit more about that as well and kind of what are some of the issues that were resolved with that update? Don Burnette: Yes, absolutely. Thanks for the question, Itay. I'm glad that we cleared up the mic issue. So we don't have any numbers, historical numbers to share, unfortunately. This is our first data point. And of course, we will share updated data points going into the future, so you can see the trends. So unfortunately, I don't have a number to share on the historical aspect of that. Obviously, over the first several quarters of the year, we were focused very hard on delivering additional driverless trucks to Atlas and really perfecting the operation of those vehicles in that environment. And as we turn our focus to highway and our highway customers over the course of 2026, we'll have a lot more updates for you as we go. In terms of the improvement, this is incredibly exciting because efficiency is ultimately what will drive margins. And while all autonomous vehicles today require some type of remote support in certain circumstances, remote assistance in certain circumstances. It is our job as R&D developers to drive down the moments that any kind of assistance is required. So there's no specific instances I can point to or specific cases. But you can imagine that these trucks are very conservative, and they often will come to a stop if they see something they're not sure about. There's a lot of potholes that are present in the Permian. And often our truck will stop and ask human assistance for confirmation that they can continue or should they drive around it or is it safe? And ultimately, we want that conservative behavior in our trucks. But as we improve the technology, as our AI improves, as our foundation model work improves, the scene understanding, and we gave several examples of these in our deck, our scene understanding improves dramatically. The trucks can start to handle those cases on their own, and they need to call for human support less and less. And so we've actually reduced that, as we said, over 50% in the last quarter, and that's a huge, huge win and a sign that the technology is accelerating very, very quickly, and we expect that type of acceleration to continue. Itay Michaeli: That's great and good to see the progress there. Maybe just a quick follow-up on the financials. Of the roughly $6.5 million of CapEx in the quarter, can you share roughly how much of that is for purchase for soon-to-be-delivered trucks versus kind of in-period delivered trucks? Surajit Datta: Thanks. It's a great question. Most of the CapEx is for future deployment as we need some lead time to acquire -- purchase the -- purchase the AV hardware components and then get it assembled. So most of that relates to the future deployment and ramp, what I would call it like success-based. So as we plan out the deployment for each quarter, we tend to make those purchases. But it's not exactly linear as well. Sometimes we may make some bulk purchases if the pricing is attractive or if there are potential tariff situations. So we look at that as well. Operator: Thank you. And ladies and gentlemen, this concludes Kodiak's Third Quarter 2025 Earnings Conference Call. Thank you for participating. You may now...
Operator: Good morning, and welcome to the McGraw Hill, Inc., Fiscal Second Quarter 2026 Earnings Conference Call for the Quarter ended September 30, 2025. [Operator Instructions] As a reminder, today's call is being recorded, and a written transcript will be made available in the Events and Presentations section of the company's Investor Relations website. A webcast replay of today's call will also be made available on the company's Investor Relations website. Following the prepared remarks, we will open the call for questions. I would now like to turn the call over to your host, Danielle Kloeblen, Treasurer and Senior Vice President, Investor Relations. Please go ahead, Danielle. Danielle Kloeblen: Good morning, everyone. Welcome to McGraw-Hill's Fiscal Second Quarter 2026 Results. Joining me today are Simon Allen, Chairman, President and Chief Executive Officer; and Bob Sallmann, Executive Vice President and Chief Financial Officer. During this call, we will be making forward-looking statements about the company. These statements are based on our current expectations and the current economic environment. Forward-looking statements, estimates and projections are inherently subject to significant economic, competitive, regulatory and other uncertainties and contingencies, many of which are beyond the control of management. These forward-looking statements are also subject to the cautionary statement that is included in our earnings release and the investor presentation. These are further detailed in our 10-Q and other filings with the SEC. Important assumptions and factors that could cause actual results to differ materially from those in the forward-looking statements are specified in our earnings release issued today as well as in our SEC filings. We will also refer to certain non-GAAP measures today. We believe that these measures provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. In the earnings press release and the appendix of the investor presentation as well as supplemental files on the Investor Relations website, you can find a definition of these non-GAAP measures and reconciliations to the most directly comparable GAAP measures. For those who listen to the recording of this call, we remind you that the remarks made herein are as of today, November 12, 2025, and have not been subsequently updated. With that, I'll turn the call over to our Chairman, President and Chief Executive Officer, Simon Allen. Simon Allen: Thank you, Danielle, and good morning, everyone. McGraw Hill continues to shape education through innovation and AI-driven technology that personalizes learning experiences at scale, driving deeper engagement and better outcomes. Fiscal second quarter results exceeded expectations, showcasing strength, resilience and the scale of our diverse portfolio, which serves the learning life cycle during the pivotal back-to-school season. This strength was underscored by fiscal Q2 revenue, which reached $669 million, our second best performance for this quarter in a decade despite a 2.8% year-over-year decline due to the anticipated smaller K-12 market. Reoccurring revenue grew 6.5% year-over-year to $422 million or 63% of total revenue, underscoring the strength of our subscription-based model. Digital revenue increased 7.6% year-over-year to $352 million, representing 53% of total revenue. In particular, our Higher Education business delivered exceptional results. Revenue expanded 14% year-over-year, while digital revenue grew 18.4% due to continued market share gains, Inclusive Access growth, enrollment favorability and realizing value-based pricing. Our trailing 12-month market share rose 160 basis points to 30% according to MPI data. The Evergreen content delivery model now available across more than 700 leading titles continues to resonate, reflected in a record high NPS score during the fall semester. The K-12 selling season met our expectations with continued solid performance despite the smaller market opportunity. Reoccurring revenue grew 3% year-over-year with share gains in Core Science, ELA and Math. Early momentum is building for ALEKS Adventure, our Supplemental Math offering for K3 students, positioning us for growth beyond the Core ahead of the major California Math opportunity in fiscal year 2027. We're already seeing positive early indicators for California Math with 2 large deals booked in fiscal year 2026. Our team also continued to deliver compelling profitability. Adjusted EBITDA reached $286 million in Q2, yielding a margin of 43%, up 60 basis points year-over-year. This reflects strong operating leverage and an expanding digital mix amid reinvestments that is enabling an exceptional pace of innovation. Our strategy, combined with our execution and forward visibility, gives us confidence to raise fiscal year 2026 guidance across the board, which Bob will detail shortly. At McGraw Hill, we focus on solutions that demonstrate proven efficacy. By integrating high-quality proprietary content with actionable student data and thoughtful pedagogy, we deliver meaningful learner outcomes. Having leveraged machine learning for over 2 decades, our AI philosophy centers on saving educators' time, strengthening student teacher relationships and personalizing learning. Our multilayered moat is built upon 3 elements. Firstly, our intellectual property. With 137 years of trusted content developed alongside our authors and more than 50 Nobel Laureates, our pedagogical-driven approach is held to the highest standards. Secondly, our proprietary data. We possess a deep understanding of the learning journey fueled by billions of student interactions across millions of digital users annually. Our solutions deliver structured learning progression through real-time insights and feedback built on evidence rather than prediction alone. And thirdly, our domain expertise. We have decades of experience helping educators and institutions integrate digital tools into curriculum. Our workforce, including former educators and technology experts, ensures solutions are grounded in pedagogy and structured learning methods that reflect classroom realities. Along with strong relationships, a trusted brand and a robust distribution network, this moat forms the foundation that allows us to deploy AI effectively across learning environments. While large language models serve as valuable information tools, education demands a structured learning progression supported by continuous student interaction and data to ensure true comprehension over memorization. Educators see us as a trusted partner, reflected in a recent survey we commissioned through Morning Consult with K-12 teachers and administrators ranking McGraw Hill as the education company using AI most effectively in its products. Helping teachers harness the power of AI to address specific student needs differentiates McGraw Hill from emerging AI-first entrants. Consider the student who is falling behind in math. Our AI-powered Supplemental solution, ALEKS, which spans K-12 through Higher Education, uses machine learning to pinpoint knowledge gaps and deliver targeted content. It helps improve pass rates by 20% according to a recent Clemson University case study. ALEKS Adventure is our recent addition for K3 Math, which is gaining traction. We are also optimistic about the global launch of ALEKS Calculus, unlocking $100 million in TAM. Now consider the fifth grade teacher struggling with administrative tasks and lesson plans. McGraw Hill Plus simplifies workloads and provides real-time insights into student proficiency, enabling targeted instruction. Available in math in 10 states with 2 more states coming online next fiscal year, we experienced a 67% increase in the number of districts that accessed McGraw Hill Plus this school year alone, along with rising utilization rates. ALEKS and McGraw Hill Plus are primed to expand in the multibillion-dollar Supplemental and Intervention market, where we hold only 5% share today. We remain very enthusiastic about Gen AI and continue embedding it into our solutions to enhance learning experiences and to support educators. AI Reader is a prime example of how we scaled a proven tool across our portfolio. Launched last spring, AI Reader encourages Higher Education students to actively engage with content until concepts are fully understood. 1 million students are engaging with the tool and 11 million learning interactions were generated in Q2 alone and accelerating. During back-to-school 2025, we expanded AI Reader, embedding the tool in 600-plus Connect titles as well as within our First Aid Forward solution for medical students. Additionally, we recently introduced 4 exciting new AI-powered solutions to enhance our portfolio. Firstly, Sharpen Advantage transforms our popular college student study app into an AI-powered enterprise solution focused on academic success through real-time faculty dashboards to track progress, address learning gaps and create personalized learning study experiences. Underpinned by our content, Sharpen Advantage offers a responsible alternative to generic chatbots institutions can trust, unlocking significant growth opportunities beyond our Core. Secondly, clinical reasoning leverages our evidence-based content and introduces virtual patient interactions to prepare medical students for real-world clinical care, positioning us for incremental digital growth. Thirdly, Writing Assistant provides real-time personalized feedback to students, fostering skill development through self-checking and self-correction. We recorded over 130,000 interactions across 877 unique school districts nationwide in October alone. Fourthly and finally, Teacher Assistant gives K-12 teachers instant planning support, reducing prep time. It's currently available for California Math with the nationwide rollout to follow. We believe our writing and teaching assistant capabilities will enhance market share and retention, particularly in the larger upcoming K-12 market opportunity. In closing, we believe that our momentum is undeniable. Our market share is growing, user engagement is accelerating and our reoccurring revenue mix is expanding. Our business remains resilient with no significant impact from tariffs or proposed federal education policy changes. As you know, the vast majority of funding comes at the state and local levels with an immaterial portion of K-12 budgets tied to course materials. Now I'll turn the call over to Bob to discuss our financial performance. Robert Sallmann: Thank you, Simon. Good morning, everyone. Our fiscal second quarter results demonstrate the strength, scale and diversity of our business. We are delivering on our financial priorities, which are disciplined execution, reinvestment to fuel growth and continued gross debt reduction. Now let's take a closer look at our fiscal Q2 financial performance. Total revenue reached $669 million, down 2.8% year-over-year due to the anticipated smaller K-12 market opportunity, which was largely offset by the strength in Higher Education. First half revenue declined just 0.5% to $1.2 billion. Reoccurring revenue increased 6.5% year-over-year to $422 million, representing 63% of our total revenue in the quarter, primarily driven by digital revenue growth of 7.6% to $352 million. Higher-margin digital contracts continue to enhance revenue quality and predictability. Our remaining performance obligation, or RPO, surpassed $1.9 billion at the end of the quarter, which provides valuable forward visibility. Gross profit margin increased nearly 150 basis points year-over-year to 79.2%, supported by efficient operations, favorable digital revenue mix and outperformance in Higher Education. Adjusted EBITDA was $286 million with a 43% margin, up 60 basis points year-over-year, driven by gross margin strength and disciplined expense management amid continued growth reinvestment. AI implementation is enhancing internal efficiency and customer experience, reducing K-12 order processing times by 27% and automating 25% of service checks while our AI-powered content creation tools delivered strong ROI, recouping its initial investment in a year with use cases expanding, which should unlock incremental margin expansion over time. Now let's dive into our business segments. In Q2, Higher Education revenue grew 14% year-over-year to $213 million in the quarter. On a year-to-date basis, revenue was $395 million, also up 14% year-over-year. Reoccurring revenue grew 13.8% to $162 million, while digital revenue expanded 18.4% to $186 million. This exceptional performance was led by market share gains of 160 basis points, reaching 30% on a trailing 12-month basis. Inclusive Access sales grew a notable 37% year-over-year. It represents over 50% of our Higher Education sales and has been adopted by nearly 2,000 campuses. The majority of Inclusive Access growth continues to come from existing customers adding new courses, demonstrating the effectiveness of cross-sell within accounts and significant expansion opportunities within the 82% of institutions served. This is supplemented by the annual onboarding of approximately 100 new universities into the program, which becomes more impactful to growth in the coming years. These new Inclusive Access relationships typically take at least 2 years to fully scale. In other words, based on recent performance, we expect the activations for accounts landed in fiscal year 2026 to increase by 15 to 20x by fiscal year 2028. This is key to supporting visibility into our future growth runway. And when combined with innovations such as Evergreen, we unlock more avenues to support retention and drive takeaway opportunities to enable incremental market share gains. This performance reflects our successful execution of investment initiatives in recent years. In addition, we captured benefits from healthy enrollment trends and value-based pricing realization. I am incredibly proud of the team's outstanding performance with their innovation and dedication yielding differentiated results. In K-12, revenue was $359 million in the quarter, down 11.2% year-over-year due to the anticipated smaller market opportunity and lapping of exceptional capture rates in the prior year. First half revenue was $630 million, down 7.3% versus prior year. Reoccurring revenue increased 2.8% to $216 million with RPO of $1.4 billion, supported by multiyear procurement cycles and upfront payments, which provide strong forward visibility and the foundation for our return to growth in K-12 in fiscal year 2027. We continue to outperform the market and retain our leadership position in Florida science. Our National Science program is driving share gains in other states, along with investments that have bolstered our go-to-market coverage, which reinforces our optimism moving forward. While the Supplemental and Intervention market is also smaller, our integration with the Core and early success with ALEKS Adventure is encouraging. Pilots generated strong momentum in South Carolina's Math adoption, showcasing share gains in the K5 market. It's worth reiterating, we anticipated the smaller market in fiscal year 2026 due to the predictable school purchasing cycles. Proposed federal education policy changes have had no material impact on our business as 90% of district revenue is funded by state and local budgets. We believe we are well positioned for fiscal year 2027 opportunities in California Math and Florida ELA, among others. And our nationwide Emerge! pilot is progressing well ahead of the large California ELA opportunity in fiscal year 2028. Global Professional revenue was $40 million in the quarter, relatively flat year-over-year, while reoccurring revenue grew 5.4% to $25 million. Strength in medical and engineering offset the exit of nonstrategic print with ongoing innovation such as the launch of clinical reasoning expected to drive incremental digital growth over time. Finally, International revenue decreased 8.8% year-over-year to $50 million in Q2, a relative improvement from the double-digit year-over-year decline in Q1. The decline in reoccurring revenue also narrowed sequentially year-over-year to 4.8%. Digital growth in select K-12 markets has partially offset softness in Canada and timing in Spain. Moving on to our balance sheet and cash flow. We ended Q2 with $463 million in cash and $913 million of liquidity with our revolving credit facility undrawn. Net leverage was 3.3x as of September 30. We generated $265 million in cash flow from operating activities in the quarter. Working capital was largely impacted by the K-12 market opportunity and prior year expense timing. In October, we prepaid $150 million in term loan principal following September's repricing that reduced our interest rate spread by 50 basis points. Year-to-date, we've prepaid $542 million in term loan debt, resulting in over $40 million in annualized cash interest savings. Our disciplined capital allocation strategy prioritizes reinvestment and debt reduction. We remain committed to a net leverage target of 2 to 2.5x and to strategic tuck-in M&A. We will pursue incremental debt reduction over the remainder of the fiscal year, leveraging cash flow from the business, which has been bolstered by cash tax savings from new tax legislation, and we'll remain opportunistic on the capital structure. Looking ahead, based on our strong first half performance, RPO visibility, sustained share gains and favorable enrollment trends, we are raising our full year guidance. We now anticipate total revenue for fiscal year 2026 in the range of $2.031 billion and $2.061 billion, reoccurring revenue ranging from $1.504 billion to $1.524 billion and adjusted EBITDA between $702 million and $722 million. Unlevered free cash flow is expected to slightly exceed the low end of the 50% to 100% adjusted EBITDA conversion range, while CapEx and product development as a percentage of revenue remains unchanged. Our Q2 tax provision was positively impacted by recent changes to federal tax policy and is expected to lower our fiscal year 2026 tax liability below the previous $30 million to $50 million range, both on a cash and GAAP basis. Finally, a few modeling items. We expect revenue seasonality trends in the back half of fiscal year 2026 to be relatively consistent with our historical average. Stock-based compensation expense is expected to be $1 million to $2 million in both the third and fourth quarters. Total interest savings are expected to be approximately $5 million in the second half of the fiscal year, and we expect approximately $6 million of debt extinguishment in Q3. For the fiscal year 2026, we expect our GAAP effective tax rate to be approximately 15% to 20% and our marginal non-GAAP cash income tax rate for the incremental changes to book income to be around 18%. We are proud of our performance and confident in our strategy. Higher Education's outperformance is notable, and we are well positioned for K-12 growth in fiscal year 2027 and beyond. Operator, let's open the call up for questions. Operator: [Operator Instructions] Your first question today comes from the line of Ryan MacDonald from Needham. Ryan MacDonald: On a great quarter. Simon, I wanted to start with Higher Ed. Clearly, an excellent performance within that segment of the business. Can you just kind of break down a little bit further for us sort of the mix of benefit from sort of enrollments? I think the data is showing about 2.4% enrollment growth for the current fall semester versus sort of execution and share gains? And then on the Inclusive Access component of that, impressive growth there. Can you just give us a sense of sort of the durability and runway for growth within Inclusive Access still? Simon Allen: Yes. Thank you, Ryan. It's good to hear from you, and thanks for a great question. And yes, we are incredibly pleased about our Higher Ed performance this quarter. I think 14% growth comes primarily in a big time way actually from taking market share. We've taken it from all our competitors. You mentioned the enrollment. I think enrollment is predicted right now. It's very early, but maybe 2%, 2.5%. We've grown massively more than that. And we're taking share from everybody. It's all around our execution. You've heard me say this so many times on these calls, but it really is true. The quality of our execution is why we win out. The product delivery, the fact that we understand what our customers need to see, how we can utilize AI and what we deliver and prove in a very efficacious way why we've done well. And then also our go-to-market teams are truly the best in the industry, in my view. And I think the performance justifies that comment when you look at, again, retention rates that are growing substantially through what we've done with our market share gains. All of the competitors that we're taking share from across every discipline on the college campus, we're seeing record NPS scores through this back-to-school period, and I think best of all, for us to now get to 30% market share. And if you remember, if you go back a decade, we were at barely 21%, 21.5%, Ryan. I mean it was way lower. We've grown now to 30%, 160 basis point growth year-on-year. And we're very proud of that. The last thing I'd say is that when we look at innovations like AI Reader, this is the product, if you remember, we launched a couple of quarters ago. And it's really proven a tremendous retention tool for us. We're seeing over -- it's actually -- I think we quoted 11 million interactions at the end of Q2. I can tell you through October, it's about 20 million now in terms of reader interactions. And we're just growing that month by month as students see the value and professors see the value of what that can give students to really help them in their class and help them succeed. So the last thing I'll say is, well, you mentioned Inclusive Access. Again, we've been telling our investors about that for the longest time. It's open to everybody. We recognize the value of it first. We continually grow every quarter our business through IA. It's a wonderful business model. And the land and expand that Bob talked about earlier is really true. This is where we're seeing the huge benefit of that. And I think when I look at the new solutions that we're creating with products like ALEKS Calculus, that's going to give us another $100 million in untapped TAM, what we've done with Sharpen and Sharpen Advantage as we look at building an institutional AI-driven product. We really are understanding what faculty want to see, how we can help them utilize AI for benefit and for absolute gain in student performance and outcomes. So let me -- Bob, let me pass on to you a bit because I know you love the Inclusive Access modeling when you look at the land and expand. So maybe you can help the final part of Ryan's question. Robert Sallmann: Sure thing. Thanks, Simon. Ryan, I also -- before I jump into that, I do want to highlight the National Student Clearinghouse data you quoted as preliminary, we've seen changes from that from our initial print to subsequent prints. So I just want to caution you that, that 2.4% you quoted is preliminary -- but within that, you should also note that the 2-year and community colleges has higher growth rates. We over-index there relative to the general market. So we're seeing enrollment slightly higher than that 2.4%, but it's worth noting that it is preliminary. And then jumping into the Inclusive Access model, we highlighted this, just the sustainability of that. We have added 100 new logos, new institutions annually. So clearly, there's a lot of runway for us to continue to land, but more impactful is that expansion. So as we land those institutions, we see 15 to 20x growth over the first couple of years. And then you'll get continuation of growth. So when we think about sustainability, lots of runway there. We're very excited about it, and we're looking forward to continuing to talk through that. Ryan MacDonald: Awesome. I really appreciate that. And maybe just a follow-up in terms of K-12. Kind of great to hear some of the commentary around California Math and in Florida as well. Can you just remind us what you're seeing with California Math and Florida ELA right now in terms of performance? And then how that -- or what sort of level of confidence that gives you as we go into, I think they call it year 1, but the second sort of tranche of that funding in fiscal '27? Simon Allen: Yes. Good question. And Ryan, apologies for the longest answer you've ever heard to Higher Ed. But thank you for bringing us into K-12, where we are equally excited about our potential. And you know and everyone knows that this year is a smaller year in K-12. What is really encouraging about FY '27 as we look ahead, and we're obviously not going to give any guidance just yet. We'll wait until the end of our fiscal year to do that. But what is really encouraging is the well-known fact of an additional $300 million TAM in that market. It's roughly 10% more in '27 than '26. And as you say, that's driven by California Math. It's also driven by Florida ELA and Texas Math. There are a bunch of different opportunities coming out for FY '27. Where we are encouraged is that we've already had good successes in California at the very earlier stages. And it's all about the suitability of our product. We have to make sure that as we create our material, we understand completely the state standards required. We make sure our pedagogical delivery of our products just fits at the right learning age range that is there. And then, of course, we're supplementing all of our Core material with McGraw Hill and of course, ALEKS that you know very well. So we're very, very bullish indeed about next year. Bob, do you have anything to add on specifically on California or Texas, for Ryan? Robert Sallmann: Yes. I think the one thing that we are excited about is being able to supplement in Supplemental/Intervention and having bundled solutions as we enter into that market. So again, as we think about that portion of our business, which represents about 15% of the K-12 revenue, we really see a nice opportunity to bundle those offerings as we walk into those opportunities next year. Operator: Your next question comes from the line of Henry Hayden from Rothschild. Henry Hayden: We've seen kind of lots of concern across the sector around AI disintermediation, and we were hoping just to get some incremental color on how you would describe the competitive moats around the business or kind of in other words, what uniquely differentiates McGraw Hill's capabilities from Gen AI native new entrants? Simon Allen: Henry, thank you for the question. And just lovely to hear a familiar accent. And it's a good question because -- when you think of the issue around AI, I think there's been an enormous amount that's been underappreciated. We're just not yet recognized about McGraw Hill and our abilities to really make a difference and see AI as a massive real tailwind for our business. And we're only in -- of course, this is our second quarter earnings call, so it's new to everybody. But my hope is over the coming quarters, people recognize the real value and strength that AI gives to our business. And again, the tailwind that we're seeing, and we're seeing it across the entire part of our entire structure. When you think about what we're doing in Higher Education, we've talked a great deal about our products around AI Reader. We've talked a lot about what we've done with Sharpen Advantage, when you think about the institutional opportunity. We've talked about the ability for clinical reasoning in our medical business. And that is a significant upside for when you think about potential students learning and what they need to understand when they're going through their medical programs. And then there's ALEKS, and you've known for years that we've worked with ALEKS for now well -- really over 2 decades. And when you think about the ability for machine learning now to focus on Generative AI delivery for our Adventure for K5 as well now at the other end for ALEKS Calculus, all of these factors give us a substantial confidence. And we're seeing that in our customer reactions. We're seeing it in our financial performance, as you've heard. We're seeing it from our customers saying to us, we are using Sharpen and it is helping our students. We are seeing a massive increase in student learning and spending time on your great platform with AI Reader. Medical students are benefiting from clinical reasoning. So these are functional, efficacious products that we deliver. And because of our moat, Henry, we've got the strength of our 137 years, the trusted position that we have in the education community and really the reliability that we provide our customers with that level of trust. And they want to work with us and they want to understand how we can enhance the materials the way they teach through AI integration. So again, a long answer, but it's important to me and to all of us that I think the world at large understands just how beneficial this is for McGraw Hill because we can absolutely improve learning outcomes the way we've integrated AI. Henry Hayden: Yes. It's very helpful. And then just as a follow-up to that, we've heard from some of your peers around kind of the increased cost to store and leverage data, which has been made AI ready. How would you think about the margin outlook as data becomes a more substantial part of your offering? Simon Allen: Good question. We're beginning to measure compute cost right now. In fact, we've done that for a while. Bob, I'll pass that one over to you if you've got some additional. I know we don't exactly give too much detail, but we do have an answer, I think, to Henry. Robert Sallmann: Yes. And Henry, as we think about AI, we ultimately see this as margin expansion over time. When we've talked about the use of Scribe, which reduces our cost in certain use cases by 60% and time to market by 50%, we're able to reduce our overall cost to build product. So as we think about that cost to serve AI, we're able to offset that by driving cost reductions in our product and platform development. So we ultimately see this as margin expansion over time. Operator: Your next question comes from the line of Stephen Sheldon from William Blair. Stephen Sheldon: Nice results here. Maybe I wanted to dig in a little bit more on the K-12 side. I guess, can you just provide some more color on underlying trends there and specifically how newer product traction is progressing relative to expectations as we think about ALEKS Adventure, MH Plus other things. And then just as we think about the benefit of some of these newer products, I know some are incremental revenue opportunities, but how much could they help you as you pursue some of these larger Core contracts? How much could these new product capabilities and bundling help with positioning to win those large contracts? Simon Allen: Yes, it's a good question. I'll kick off and then Bob, I'll pass to you as well to add any information that I've forgotten. But what I would say, Stephen, is that the -- and you mentioned a couple of them. The products that are making the big difference, ALEKS Adventure will give us new growth going forward. It's already beginning. It's been out about a year, give or take. McGraw Hill Plus, we've extended. It's been in 10 states. We've extended it and we're about to get into 2 more. Each one of those show substantial increase in teacher intervention and teacher activity. And the reason is that it's giving such a great level of data and detail on the student performance that teachers find very helpful. But a key part of your question is what does this do to the Core? Because you know that we're a very, very successful player in Core. The market opportunity is much bigger next year. But it isn't just that for us, the Supplemental/Intervention space where it's really 15% of our business, but we have less -- around 5% market share. That's where the real opportunity for growth comes. It's really building on the Core successes that we've enjoyed, building on with ALEKS with our Math Core adoptions, building on the ELA adoptions with Actively Learn and Achieve3000. These are the tools and then all of them integrating McGraw Hill Plus. These are the tools that give us great confidence for growth going forward to enable the market share growth to continue. Bob, you may have something else to say to that as well. Robert Sallmann: Yes. Let me add a little bit more color. So we have talked about in our prior quarter, winning in 8 of 9 markets. And so we've demonstrated that and what we're suggesting is that you'll see that over the next several years. And so what that means is while we're winning, we provide forward visibility in the next several years. These are multiyear contracts. One of the things I'll highlight is if you exclude the 3 large states, particularly Florida and Texas, where we had strong performance last year, if we exclude that and look at the remainder of the districts that we operate in, we're expanding share. We grew 200 bps. So we're winning at a greater rate. So we're winning across the market. A couple of other things that excites us. We've talked about being in 10 states for McGraw Hill Plus. Let me double-click on that and provide you some more insights as we talked about being in 10 states growing into 12, what does that really mean for our K-12 business? Again, McGraw Hill Plus is going to allow us to be very sticky over time. And so we look at it and 25% of our teachers using our Core Math products, Reveal, now have access to McGraw Hill Plus. That's nearly a 50% increase year-over-year. We've seen 4x increase in the unique users in McGraw Hill Plus year-over-year. And now we're serving over 10% districts have access to McGraw Hill Plus. So again, the importance of that is really driving that stickiness and retention over time. And then ultimately, the other big innovation we're driving is our new ELA product, Emerge! that will be coming into market, again, addressing California ELA in 2028. So again, really well positioned. The business performed and met our expectations in the period. We're really excited about how it positions us for a return to growth. Stephen Sheldon: Very helpful and good to hear. And then just as a follow-up, as we think about incremental spending plans, I guess, just given what you've seen so far this year, have your priorities changed at all where you're pushing the pedal more in certain areas of the business than others, especially as we think about product development and sales capacity across different segments. I guess just at a high level, where are you pushing the investment pedal more? Robert Sallmann: Yes. So first, let me -- at a high level, we're not going to be changing sort of the level of investment. We've highlighted that it's been 8% to 9% of our revenue. We'll continue to be at that level. Now of course, we reevaluate and redeploy where we're putting our dollars. And given some of the efficiencies that we are driving in product development, it's allowing us to accelerate the pace of investment in other areas such as some of the AI tools that we've recently released. Simon mentioned the 4 new products we brought to market. Again, the pace in which we're releasing things is allowing us to bring new products to market. But most critically, I just want to remind you that we do believe that all of this innovation will still allow us to continue to expand our margin. Operator: Your next question comes from the line of Steve Koenig from Macquarie Group. Steven Koenig: And I'll offer my congratulations as well on a really good quarter. First question would be, in thinking about your outlook for the second half, maybe preface this question by asking, how did you all do kind of relative to your internal expectations in the quarter? And in terms of raising that full year guide, how much of that is related to the Q2 performance? And how much of it is related to your outlook for the back half? And any changes in your method or assumptions on your guidance? Robert Sallmann: Sure. I'll take this one, Simon. With respect to our guide in the quarter, first, noting that Q2 is the most significant quarter for our business, it provides us visibility into both enrollments, share gains and otherwise. And most importantly, in our K-12 business, it provides us the RPO that gives us that clear visibility to the rest of the year. So when we put together our guide, I'll walk you through some of the BUs that how we're thinking about it, but it's also important to note that we've narrowed the guide from prior quarter to current, meaning the revenue guide we had from high to low $60 million range, we've now narrowed that to $30 million. And then on the reoccurring and EBITDA, we were at $40 million in the prior guide. We've taken that down and narrowed our guidance to $20 million. And again, that is driven by the fact that we've moved through that seasonally important Q2 and now have greater visibility. With respect to the portions of the business that met expectations, I would say that K-12 was certainly in line with our expectations. We noted that we were having share gains. Our products are well positioned. We anticipated some of those share gains that we delivered and the overall market size being smaller is coming to in line with expectations. Where we performed slightly better, and I'll highlight that would be in Higher Education. Obviously, the share gains, we're very pleased with the continued share gains and the magnitude of those share gains and enrollment was slightly higher. And again, we talked about it on Ryan's first question about what the Clearinghouse is providing. We see it slightly above that, which is providing us a little bit of a tailwind. When I walk through for the full year, I think it's important to recognize that we have seasonality in our business. So first half being seasonally important, second half is smaller. That will then translate into a lower EBITDA margin on the lower revenue base. And then ultimately, I also think it's important to recognize that, that seasonality from first half to second half will also present itself more like fiscal year 2024 than fiscal year 2025. And it's important that I highlight that so your modeling considerations thinking about Q3 and Q4 phasing as 2025 had an outsized performance in K-12. So really anchor yourself back to 2024. And I think then as we think about that overall guide, we are very pleased with how we positioned the business and it's built on the success that we've had in forward visibility. Steven Koenig: Terrific. And if I may get in one follow-up, maybe building on the earlier question about internal investment, maybe expanding that to ask for your color more generally on your thinking on capital allocation here moving forward? Robert Sallmann: Yes. Sure. The first place that we always invest in is our organic investments. Those will always provide us with the greatest ROI. And then we remain very committed to delevering and our target of 2 to 2.5x, and that's demonstrated our commitment to this by the $150 million we paid down in October. Based on cash flow and where we see the business, there will remain an opportunity for us to further delever in the remainder of the year. We also balance that with tuck-in M&A., and the funnel today is very full. We're looking at smaller opportunities that we consider make versus buy, expanding the addressable market. We look at these opportunities. And so we think that there's a chance for us to continue to explore that, but nothing transformational at this point is in the funnel. Operator: Your next question comes from the line of George Tong from Goldman Sachs. Keen Fai Tong: You highlighted a strong capture rate performance in K-12 so far this adoption cycle. Can you share what capture rates are so far this year and how they compare to last year at the same time? Robert Sallmann: Yes. George, we're not going to provide visibility exactly on what those capture rates are. As you recall, that's coming off of our internal sales force data. But I will highlight when we look at that market, it's 200 bps higher than prior year, which is in line with our expectations. Keen Fai Tong: Got it. That's helpful. And then you talked about strong visibility into the K-12 TAM years in advance. Based on what you see today, how much do you see the K-12 TAM growing in 2027? Robert Sallmann: Yes. So that -- we've highlighted that the overall market is $300 million that we see as growing. And again, we're really well positioned as we think about the largest opportunity being that California Math. We're excited about the opportunity for us. Simon, I'm not sure if there's anything else you want to add on that. Simon Allen: No, just exactly. And we've mentioned this earlier on, George, that the extent of the market growth next year is very encouraging for us. And you've seen it in prior years where the TAM is at a much higher level, we've done very well. And of course, we would expect to have the same level of growth and performance in the out years. And FY '26, as we've communicated very clearly, has always been a low year and you look at the '27, '28. And as you look forward, you can see the opportunity then, and we're excited about that looking ahead. Operator: Your next question comes from the line of Marvin Fong from BTIG. Marvin Fong: Congratulations as well on a great quarter. First question, I'd just like to follow up again on that enrollment data that we all are looking at. And I would like to attack it from the subject matter standpoint since that seems to be the other major change. Can you just talk about your -- do you over-index, under-index in subject matters like health and business are seeing strength, computer science a bit lower for understandable reasons. But anything in the subject matter trends that are beneficial to you? Robert Sallmann: Yes. It's a great insightful question. We certainly see that we have those disciplines that we see the highest growth rates, that is very favorable to us, business and other curriculum and science-related subject matter. So it does play out favorably to us. And again, I think that bodes well for how we're seeing our enrollment slightly higher than that 2.4% as advertised as a headline for undergraduate growth. Simon, I know you had something to add. Simon Allen: Yes, let me add a little bit to that because it's a good question, Marvin. We -- one of the big benefits, and I've been operating in, as you know, the Higher Ed sector for that will be 40 years in August. And the reason that we do so well is that we cover everywhere. So you look at the business economics disciplines, you look at the sciences, you look at math, you look at the humanities, social sciences, all of these areas, we're seeing growth across everything. And when you look at the tools that we create, AI Reader covers every single discipline, every title, every subject. You think about what we've done with Sharpen, we focus on every single subject again. And that's why it's the breadth and the scale that we have that give us so many advantages, particularly compared to some of the smaller start-up type companies. And that breadth of coverage is really -- it means that we're seeing very strong double-digit growth across all of those subject areas. Some are higher than others. But when we look ahead, it's the scale and the breadth of product that we have that gives us such a strong advantage. Marvin Fong: Fantastic. And a follow-up question, if I may. On international, we don't talk about it as much, but the trends are improving. You called out Spain as well as Canada, some moving parts there. Could you just kind of discuss what you're seeing there? And how should we be thinking about trends both in the back half and maybe even next year? Simon Allen: Yes. And it's a good one. I mean when you look at, as Bob indicated earlier, the decline, we expected to decline this year. And I think in areas like Spain, where we've got a good K-12 business, it has a similar cycle coincidentally this year to the U.S. So that's clearly a lower year for us in Spain. That's timing purely. Things will change next year. When I look at what's happening in Canada, we benefited from the enrollment surge in Canada over the last few years. And now, of course, enrollments in Canada have significantly reduced. But what I look at there more than anything is our market share growth. It's [Technical Difficulty] if the overall market is in decline, but how are we doing? And this is what makes me very happy because Canada, our share, we've grown over 3.5% this year. We're looking at about a 27%, 27.5% market share position in Canada. It was barely 15% in 2019 before COVID. So you're seeing really good growth in share, again, where the opportunity is for excellent product and great go-to-market. We succeed, and we've done that very well in Canada. We've also seen the upside in Latin America. We continue to do well there with our School and Higher Ed business. And also the GCC market in the Middle East is very, very strong for us. So it's a good position that we're in. We're looking forward to continuing growth as we go forward. And I think it's important that we focus on those markets where we know growth can occur. Operator: Your next question comes from the line of Toni Kaplan from Morgan Stanley. Toni Kaplan: I wanted to ask another question on Higher Ed. Really strong performance this quarter there. You talked about the share gains getting to 30%. And obviously, this is off the back of Evergreen being launched. And I imagine that, that is helping contribute to that stronger retention and perhaps salespeople being able to focus more on new business. And so I was wondering if the success you're seeing is related to that platform shift or if there are other -- is there anything content-wise or otherwise that is contributing to that as well? Just wanted to understand the sustainability essentially of the Higher Ed share gains? Simon Allen: That's a very insightful question, Toni. Thank you. I would say it's across the board is the reason that we're doing very, very well in Higher Ed. Yes, Evergreen, and that's unique to us, as you know, that we launched about a year ago. Now it's over 600 titles. We're seeing tremendous retention with that and faculty are just appreciating the ability to be kept completely up to date as they're thinking about their courses. And it's also new products that we launch. It's products that we're looking at with ALEKS Calculus, which is a tremendous additional TAM opportunity for us in Higher Education. What we've done with Sharpen at the consumer level, but then particularly now Sharpen Advantage at the institutional level gives us a great deal of excitement. Then there are new content. Of course, we always look at our authors in higher education, and we commission new content and new material. That's something we're very, very proud of. We have various new courses and titles that we launch and we release through our Connect platform. It's very, very significant. And I think the sustainability for us is proven by the last number of years of our growth in Higher Ed, up now, as you say, to that 30% market share. And we feel extremely bullish about our potential in Higher Ed, and we appreciate the question. Actually, it's a very good way to pose it. Toni Kaplan: Great. And then wanted to ask about pricing. Typically, I think you're getting more of your growth through share gains, maybe some from enrollment, et cetera, and price has been less of a factor. And so I think last quarter, you mentioned you were taking price increases at a higher rate than originally planned. I was hoping you could talk about if that's still the case and if you're seeing pushback from customers to that or with your new content and platforms, maybe they're not pushing back because of the value add that you're providing. And so I wanted to understand the pricing dynamics going forward? Robert Sallmann: Sure. Thanks, Toni. Yes, from a pricing dynamic, as we've mentioned before, we apply a value-based pricing model. You highlighted some of the value adds that we've been putting in place. We have not been seeing any pushback around our pricing. The price realization has been inflationary levels, which is now in line with what we planned for in the quarter. So we're realizing the price that we planned. Operator: Your next question comes from the line of Jeff Meuler from Baird. Jeffrey Meuler: How are you viewing the mix of K-12 opportunities in 2027 by state and subject? I guess, for you, do they play to your strength to an increasing degree at all? Simon Allen: Bob, I'll let you run into the detail there. But I mean, state by state, as you know, Jeff, we've got substantial opportunity as we look at FY '27. I don't know if we want to get within California, we've talked about that. We've talked about Texas and Florida ELA. Bob, I don't know if you want to get into any more detail. It may be a bit early as we think about that. I know you want to give guidance there as we get to the end of the fiscal year, but you may have comments to make? Robert Sallmann: No. And I think we -- in our prepared remarks, we highlighted the fact that we're preparing for the larger opportunities in ELA in '28 and then in '27 being Math. So we're well positioned to play to our strengths as we think about the market opportunities in the next several years. And again, from a subject mix, strengths reside in ELA and Math and our new Emerge! products. So we're well positioned, and I think that will benefit us over the next several years, that overall mix in the K-12 market. Jeffrey Meuler: Got it. And then lots of good AI anecdotes and how it's positively impacting your business and you continue to take share. On the emerging AI-first entrants that you mentioned, Simon, where are you predominantly seeing them? Is it more on the Supplemental or Intervention side? Or are they starting to come into the RFP process for Core curriculum or not? Simon Allen: Good one. I would say it's coming at the -- more at the RFP, yes, but I think increasingly, as we talk to teachers and we talk to school districts, that they understand the added value that we can provide through our Supplemental/Interventional tools. Some of them, though, are now requiring that they want that continuity. If they're using Reveal Math, let's look at a math tool that captures those students that may be underperforming. So of course, we have ALEKS. When we look at our ELA business with Emerge! that we just launched. And as we think about '27, '28 and beyond, that's when teachers are saying, "Well, listen, we need writing tools and writing instruction tools to aid in our ability to assess students." Then we provide what we've just launched with Writing Assistant. And I think it's now becoming an opportunity for us to really extend our potential with that growth by providing complete solutions, not just in the Core, but also in Supplemental. Operator: Your next question comes from the line of Faiza Alwy from Deutsche Bank. Faiza Alwy: A follow-up on the Higher Education segment. There are some concerns around future enrollment trends as we look ahead over the next, call it, 3 years because of what's been called the demographic cliff. And you alluded to just the fact that you've seen higher enrollment relative to what we might be hearing from the industry. So hoping you could expand a bit more around that, just taking a step back around where you have higher exposure and how you're thinking about just outside of the market share gains, how you're thinking about enrollment as we look ahead and how that might impact your business, whether you think there's opportunity for greater pricing in the future? Or just any color there would be helpful. Simon Allen: That's a good question, Faiza. And I know we're running low on time, but I'll start, Bob, and if there's any more you want to add. I would say, Faiza, that there is always pricing opportunity, of course. The enrollment issue is -- and I think the demographic cliff is somewhat overstated as it relates to our business because the average age of our student customer is in the mid- to late 20s. When you look at the amount of business we have at the community college level, those students are often very often in their 30s and 40s. So I would say we're less concerned about enrollment issues in that way. The key element for us is this TAM expansion in the products that we are now offering and the solutions that we provide. So we see growth that way. We don't see enrollment decline being a big issue for us because of the expansion and the market share opportunities that we've seen. And our ability to really serve customers, particularly with AI, that's what they genuinely need and they need our help. So we're seeing very strong growth. That will continue going forward. We need to keep innovating with new products, new solutions to enhance the TAM that we operate within. Robert Sallmann: And bottom line is we'll continue to grow regardless of enrollment. I think that's an important takeaway. Faiza Alwy: Understood. And then just a follow-up on the K-12 segment. You alluded to market share gains in that segment. And just to put a finer point on that, are you really referencing market share gains in Supplemental and Intervention? Or are you seeing market share gains in the Core relative to more established players? Robert Sallmann: My comment on the 200 basis points was largely around the Core. And keep in mind that, that represents 85% of our business. But we are seeing gains in Supplemental/Intervention, particularly as you think how we connect to the Core. And again, I just want to reiterate how well that positions us as we move into California Math into next year. Operator: Your next question comes from the line of Jeff Silber from BMO Capital Markets. Jeffrey Silber: I know it's late. I'll just ask one. I know you're not talking about fiscal '27 yet, but generally, what are you hearing about state budgets going into next year? Simon Allen: Jeff, it's a good question. And we're happy to run over. It's lovely to have so many questions. But we're hearing good things about state budgets. We're not concerned about decline. As you know, when you look at the budgeting process in K-12, it's very much a local and state-run activity. When you think about the overall percentage that -- of any budget, education budget that's given over to courseware and course materials, it's probably less than 1%. It's a tiny fraction of the overall number. So we're not seeing any concern around budgeting for next year and the years forward. And that's one of the reasons, one of the many that gives us so much confidence. Operator: Your next question comes from the line of Josh Chan from UBS. Joshua Chan: I'll keep it to one as well due to the time. I guess, could you talk about the runway that you see in Inclusive Access in Higher Ed and then kind of how that and share gains may both contribute to your kind of ongoing growth kind of beyond this year? Simon Allen: Yes. It's a great question. Bob, you go right ahead. You love Inclusive Access. It's become your favorite... Robert Sallmann: I do. I know we all do. Yes. And again, just that runway is significant for us in terms of Inclusive Access. And obviously, we're very impressed with the growth that we experienced in the quarter. But more importantly is that dynamic where we're adding 100 institutions per year, we're at 2,000. You can see long runway to continue to add over the years, more and more institutions and then that several year path where we continue to grow. So it is sustainable. It's going to continue to grow, long runway there, and we're excited about Inclusive Access. Operator: Your next question comes from the line of David Karnovsky from JPMorgan. David Karnovsky: Maybe just one on K-12. I think there's been some investor concern recently about federal funding and what impact that might have to the procurement process for Core or Supplemental. So maybe just can you speak to what you saw in the recent selling season or what you're hearing from districts on this? Robert Sallmann: Yes. The one thing I'll highlight is that we're not seeing any widespread delays or any changes in purchasing patterns. It's been consistent with our expectations. And I just want to highlight that we walked into the year with our expectation of share gain in overall market size, and it's played out as we've seen. So there are always pockets where districts are being cautious and controlled in their spend. That's no change, but we're not seeing anything widespread that would indicate that federal funding is an issue at the district level. Operator: And that concludes our question-and-answer session. I will now turn the call back over to Simon Allen for some final closing remarks. Simon Allen: Thank you, Rob, and thank you, everyone, for dialing in and bearing with us and allowing us to go over the hour. We do appreciate the questions. It makes our lives much more enjoyable. And I hope you get a sense from myself and from Bob and Danielle, whom you all speak to regularly, just how enthusiastic we are about our performance and how optimistic we are. It's a pleasure to beat and raise, and it's a lovely feeling to look at our performance and our market share growth across the businesses. And we really do feel very, very good about upcoming conversations with you. Thank you for your attention always, and thank you for your interest in McGraw Hill. We deeply appreciate your commitment to us, and we look forward to serving you and particularly our customers going forward. So thank you for dialing in, and we look forward to talking to you again in a few months. Bye-bye. Operator: This concludes today's conference call. Thank you for your participation. You may now disconnect.
A. Mobley: Well, good afternoon, everyone. My name is Scott Mobley, and I'm President and CEO of Noble Roman's. Also here with me is Paul Mobley, our Executive Chairman and CFO. Before we begin, I want to refer you to the safe harbor statement contained in the summary press release that came out Friday. This conference call will contain forward-looking statements and business assessments of the kind referred to in that statement. So those provisions applied to this conference call as well. Okay. Well, I assume all of you have studied the press release that went out Friday afternoon and that you've absorbed all of those details. Keep in mind that we're holding on releasing the 10-Q for the new auditors to finish with the delay at the moment being the evaluation of that warrant liability. That's sort of a black box calculation that has to do with warrant and derivative valuation modeling. And so that's a valuation firm specializing in those complex formularies. So we'll get the Q out just as soon as we can. In case you did miss the release or you need a refresher, here are a few of the highlights. Net income before taxes was $578,918 for the quarter versus $193,314 in 2024. And keep in mind that income before tax is an important metric because we have that $3.2 million deferred tax asset, which means, of course, that we'll not be paying income tax for quite some time. Total revenue was up 6.8% for the quarter versus last year. Same-store sales in the Craft Pizza & Pub were up 4.2%, and that's despite continuing concerns with consumer sentiment. Margins at the CPPs also increased 12.8% from 7.9% a year ago. The margin contribution from our convenience store program was up 14.8% over 2024 to about $1.1 million. And the margin rate for that segment increased to 73.4% from 65.2% chiefly because expenses in that segment remain relatively stable over a long period of time. A key data trend outlined in the press release is also worth repeating this time around today, and that relates to the trailing 12-month adjusted EBITDA at the year-end 2024, it was a little over $3 million, at the end of Q1 2025 is $3,135,000, at the end of Q2, it was $3,501,000. And now at the end of Q3, it is up to approximately $3,825,000. Our convenience store program continues to build on our backlog franchises sold but not yet open. Our current expectations call for about 27 additional new units during the entirety of the fourth quarter. Of course, that's always hard to predict with exactness as those time lines depend on a number of factors with the underlying convenience store business rather than with us. The psychology around some of the tariff negotiations, particularly with India, as well as the government shutdown had an impact on openings for a while, but things moving along very well at the moment. In fact, we have three brand new locations opening this week. Muncie, Indiana, Lawrence, Michigan, and Harrogate, Tennessee. Some of the same challenges impacted the Craft Pizza & Pubs, mostly as it relates to consumer spending and consumer sentiment. As I'm sure you heard a few days ago according to the recent University of Michigan survey, consumer sentiment has dropped to a 3-year low down 29.9% versus last year. We've had to maintain a value-oriented marketing approach most of the year particularly recently, which is obviously not our preference. For the same reasons, we've not taken a price increase this year. And I don't see doing so in the fourth quarter either. We'll see what the manufacturers have in store at the beginning of the year as far as price escalations, and we'll evaluate consumer sentiment at that time as well. For now, as was mentioned in the press release, we have two products waiting for introduction. One is another value-oriented play off our successful XL pizza launch, and the other is a premium-priced product, a spicy Buffalo Chicken Pizza. I see both running simultaneously at some point here soon with the 2XL party pizza being our primary value promotion and the Buffalo Chicken Pizza being passively marketed in-store and online to grease up margins. Finally, as we noted in the release, the refinancing efforts are proceeding with some accelerating and hopeful developments, but not yet anything we can announce or discuss, conversations and negotiations are ongoing. I know everyone would like to hear more on that, but that is really all we can say at the moment until such time as we have something definitive now. Okay. Well, with that brief review, we're concluding our introductory comments, and we'll now take your questions. A. Mobley: [Operator Instructions] Roger, go ahead. Unknown Analyst: Good afternoon. Very nice quarter. You can't really finance -- talk about the refinancing, but can you tell us how much still owned to Corbel? Paul Mobley: Approximately $6,000. A. Mobley: $6 million. Unknown Analyst: I'm sorry, how much? A. Mobley: $6 million approximately. Unknown Analyst: And you say in the press release that you opened an additional 9 more franchise units this year so far than you did last year, but what is the actual number opened? A. Mobley: No, that was actually saying that our backlog, Roger, had increased by 9. So we're anticipating opening about 57 to maybe 60 on the high end for the year with maybe, what, 14 more yet for the rest of the quarter. Paul Mobley: We've already 15 in this quarter. A. Mobley: Yes. We've already -- I don't know if you caught that, Roger, but we've opened 13 already this quarter. Unknown Analyst: Right. And can you update us with those franchise numbers. Can you tie that in and update us on the status of the Majors agreement to open 100 units and also have the been any more follow-up agreements for additional units with Majors? A. Mobley: We've not entered into any agreement to add to their development plan yet. I wouldn't foresee that happening for a while. We have been opening additional units. We opened a couple more for them here recently, and they're continuing to put more in the line, and they -- well, progression. So they're done here next year. Unknown Analyst: And last, can you comment on cheese and commodity prices? A. Mobley: Sure. So good news is cheese right now is about at the 10-year long-term average. So that's better than some of the high prices we had, especially through a lot of last year and into the first part of this year. How long that will last? I don't know, but we did just receive some -- forgot what it was, 22,500 pounds at a pretty good price. So that will carry us through for a good month. Other prices have been fluctuating up and down Meat prices obviously have not been favorable. It's impacted a couple of our different toppings but nothing extraordinary. There continues to be spot shortages with chicken products due to calling it the avian flu. And it's the avian flu that's actually been causing a lot of the beef pricing problems in addition to some of the tariffs. Mark, go ahead. Unknown Analyst: Congratulations on a great quarter. My question, it seems like you've done a really good job navigating the current environment. We've seen a lot of like fast casual kind of get hit. And I don't know, it seems as if the value promotion is -- I don't know how much that has affected it. And if so, it's kind of exciting, you're kind of adding on to that. But I guess with the numbers, it appears to not really -- we haven't seen the cost of goods for the month, but it doesn't really seem to be affecting that too badly. And just kind of add some color on that. Are you seeing add-on sales things like that? And how much of the XL is being purchased? A. Mobley: So we've taken kind of a double track on that. I try to -- I don't try, follow the numbers very closely every single day, and I try to parse out what we're seeing in terms of guest counts, average check add-ons. And our strategy, first of all, with the consumer sentiment, the way that it's been. Obviously, we have to be value-oriented not our preferred playing field, but that's the playing field we're on. So rather than trying to discount our existing products, we created a whole new product that we could offer at a value price and have a reason for offering it at that price, and that's sort of how the XL pizza evolved. But simultaneous with that, we've been running product specials that have higher margins. For example, I mentioned the Spicy Buffalo Chicken Pizza that we'll probably be launching here yet this quarter. Previously, we launched the Stuffed Crust Pizza. All of those are done at regular menu pricing. And most of those are being marketed on site at the restaurant passively. So as people come in, we're working on upselling to exciting products like that. So all that is to say that we try to bring in the value-oriented customer and at the same time, offer exciting new products that are premium priced for those that are willing to pay that price. Paul Mobley: Your question about cost of sales was 20.8% third quarter this year compared to 21.4% third quarter last year and 20.7% for the 9 months ended September 30 compared to 21.1% for the same 9 months last year. So we're ahead in cost of sales by a good half percent. Unknown Analyst: Yes. That's excellent considering the environment. How are you seeing same-store sales for the first, like, say, six weeks of Q4? A. Mobley: Well, Q4 started off with a little bit of a roller coaster here and there because of the -- oddly enough, the Charlie Kirk assassination had an impact for a few days on sales and then the government shutdown had an impact on sales here and there with various announcements. But then outside of those periods, we've had some good same-store sales increases. So if the market trends back now that the government is back open and all that pessimism is past us, then hopefully, I know Sunday we are up quite a lot. I don't have all the numbers handy here, but it's -- we're hoping for a return to normality here. Unknown Analyst: Okay. I know you can't really -- don't want to talk too much about refinancing. But just you're doing -- being very aggressive in paying down the debt. It just seems like even in the current terms, you'd almost have it paid off in 3 to 4 years if you wanted to. And we never have to hear the word refinance ever again. But with you -- I'm sure you'd be sorry to hear that. But is that kind of what you would prefer? Would you continue? It seems like you're able to handle that $91,000 payment, especially with over the last quarter fairly easily? Are you still looking to pay it off aggressively like that? A. Mobley: Well, if I never heard the term refi again, I would be very, very happy. But yes, our goal is to secure refinancing that obviously, we can continue to pay down on rapidly likely have been. Paul Mobley: We have those terms already signed until June of '26. A. Mobley: With our current finance. Paul Mobley: With our current loan. So we'll continue that. And we're doing that without losing any cash flow. We're gaining a little cash all the time. So that's -- we're handling that just fine, and we could continue to handle it. The situation is that Corbel, while they're happy and they go along with us and we have a good relationship with them. They have closed -- or they're trying to close out that fund that has financed us and we've agreed that we will continue to aggressively try to find an acceptable financing source to pay them off. But the bottom line is we have an agreement for their current deal until June '26, end of June '26. Unknown Analyst: Yes. And like I said, that's -- I think each quarter, you're knocking off like 5% of the principal. So just working -- right. Okay. Thank you very much. A. Mobley: All right. Any additional questions? I'll give it just a second here. All right. Well, I don't see any additional questions. So we'll go ahead and call it an afternoon. And we'll be back in touch very soon and talk to you then. Thanks very much for participating today.
Operator: Greetings. Welcome to the NextNRG Third Quarter 2025 Earnings Results Conference Call. [Operator Instructions]. Please note, this conference is being recorded. I would now like to turn the conference over to Sharon Cohen, Investor Relations. Thank you. You may begin. Sharon Cohen: Thank you, and good morning, everyone. Joining us today are Michael Farkas, our Chief Executive Officer and Executive Chairman; Joel Kleiner, our Chief Financial Officer. Before we begin, I would like to remind you that certain statements on this call are forward-looking in nature and subject to risks and uncertainties. These statements are based on current expectations and assumptions and involve risks that could cause actual results to differ materially. Please refer to our filings with the SEC, including our most recent Form 10-K and our Form 10-Q for the quarter ended September 30, 2025, for a discussion of these risks. With that, I'll now turn the call over to Michael. Michael Farkas: Thank you, Sharon, and welcome, everyone, to our third quarter earnings call. This quarter represents a significant step in NextNRG's journey as we continue advancing towards our vision. Our results clearly demonstrate that our strategy is working. Revenue is growing, margins are expanding, and our mobile fueling and energy infrastructure initiatives are driving strong measurable results across the business, making this our strongest financial performance to date. The results speak for themselves, and they set the stage for continued growth in operational excellence. I'd like to thank all of you for your confidence and take this opportunity to provide an overview of NextNRG. We're more than an energy company, we're a full-spectrum energy partner from generation and storage optimization and fueling, we give businesses the tools to be efficient, independent and the future ready. Our ecosystem combines power generation,, advanced batteries, wireless EV charging and on-demand mobile fueling to deliver energy wherever it's needed, smarter and faster than ever. We're not just following the energy transition, we're leading it. The momentum we've built continues. And as you'll hear today, the investments in our past initiatives are now delivering tangible results. Last quarter, I discussed our investments in expanding the fleet by 99 trucks and entering 10 new markets. You'll recall it was anchored in the strategic thesis than building operational density around our strongest customers will allow us to: one, optimize routes; two, enhance driving efficiency; three expand margins; and four, extend market presence of the sales of our largest customers. I'm proud to share that we are delivering on that vision, achieving our highest revenues and showing as margins days, marking the best performance in the company's history. In addition to the above, we have added 11 new markets for Miles, Florida. As we've grown and are increasing gallons delivered, we've been able to unlock volume-based supplier discounts, increasing profit margins from 8% to 11% and driving a 232% year-over-year revenue increase. Moving on to our emerging technologies, particularly our smart microgrid and battery storage solutions. We previously reported that we were working on various projects, including the California health care facilities, and I'm happy to report that we have just signed 2 power purchase agreements also known as PPAs, whereby we effectively replaced the traditional utility provider, supplying these locations with their full energy needs. Our systems are addressing a vital need, ensuring facilities remain efficient, compliant and operational around the clock. Most notably, these PPAs provide for 28 years of contractional profitable revenue to the company via energy sales, creating long-term revenue visibility. We continue to advance our Energy Division's pipeline driving meaningful progress across multiple fronts. As NextNRG evolves, our strategy is to be increasingly focused on high-demand sectors where reliability and resilience are nonnegotiable, particularly health care, assisted living and large-scale commercial facilities that require continuous mission-critical power. This approach has unified the company around a more focused sales approach within a massive TAM. Our active pipeline currently stands at over a dozen projects with several more qualified leads progressing through the pipeline. As time progresses and the market learns about NextNRG, we're watching our integrated energy ecosystem coming to life. As an example, we've been approached by solar installers who have deployed solar power generation solutions whose clients now require battery storage and/or charging solutions and the technology to optimize their energy generation, storage and usage. NextNRG is being asked to complete the energy ecosystem into a single intelligent platform. This growing interest validates our approach and reinforces the competitive advantage of our integrated energy model. As interest in our platform grows, we're strengthening relationships across the value team, expanding partnerships in solar hardware and battery storage to deliver cutting-edge technology at highly competitive pricing. These collaborations enhance our offering and position, NextNRG as a trusted full-service energy partner. Next, our much anticipated bidirectional wireless on charging initiative continues to advance. This quarter, we continued to make meaningful progress in the development framework and are moving closer to the launch of our first demonstration of this game-changing technology. While still in the planning and design phase, the groundwork that's being laid now positions us to move efficiently the execution as we refine partnerships and tech integration. We hope to provide a material update in the coming weeks. Looking ahead into 2026 and beyond, we find ourselves excited for the future a time when global and domestic energy demands are reaching unprecedented levels. I recently attended a conference where business and political is going to be, including President Trump and Eric Schmidt, the former Google CEO. They underscored the urgent need to expand our nation's capacity and energy generation and storage and distribution. We specifically mentioned the growing trend for developers of data centers and other energy-intensive sites to develop on-site fully integrated smart groups to ensure power reliability. The message was clear. Our current infrastructure cannot keep pace with the accelerating demand. In fact, following this conference, I was invited to an intimate dinner Eric Schmidt's home with a group of leading business executives in America. And as I discussed what NextNRG was building, the focus quickly came on nation's need for power generation, storage and distribution. To quote Eric, "We will run out of power before we run out of capital to invest in AI infrastructure," underscoring the urgency to generate power. NextNRG is uniquely positioned to help address that challenge. Our integrated approach spending generation, storage, distribution and fueling places us at the forefront of providing the critical energy solutions needed to power the next era of growth. Our strategy remains focused on expanding, scaling and optimizing. We are deepening our presence in key markets with mobile fuel delivery, advancing opportunities in renewable distributed infrastructure and strengthening partnerships that accelerate technology deployment while improving operating efficiency and margin performance. While our near-term focus is on disciplined execution, our long-term vision remains steadfast to create a fully connected energy ecosystem that produce today's fueling needs with tomorrow's clean intelligent infrastructure. As CEO, my goal is consistently to transparently articulate our current performance while also paving a clear picture of our commitment to disciplined growth and to deliver on our commitments. I am proud that all the things we laid out in last quarter's call, we have delivered I hope to do the same next quarter, consistent and reliable leadership. With that, I'll turn it over to our CFO, Joel Kleiner, for the financial review. Joel Kleiner: Thank you, Michael. Turning to the financials. Q3 was another quarter of outstanding growth with revenue of $22.9 million, up 232% year-over-year from $6.9 million in Q3 of 2024 and up $19.7 million in Q2 2025. To put that in perspective, our total revenue for the full year of 2024 was $27.8 million. So we're approaching nearly a full year's worth of revenue in just 1 quarter. Gross profit margins also continued to expand, increasing from 8% in Q2 to 11% in Q3. Not only did we grow revenue, but we also successfully lowered our cost of goods sold demonstrating that while growing top line revenue, we are also simultaneously improving our operational efficiencies. On the expense side, our loss from operation came in at $9 million, which includes a $5.6 million noncash stock-based compensation charge. As you recall, we introduced this program last quarter as a strategy to attract and retain top talent. And as expected, this quarter's charge is significantly lower in Q2 -- and then Q2. Excluding this item, our operating loss was $3.4 million, down from $5.2 million in Q2, reflecting our continued focus on disciplined cost management and operational efficiency as we move closer to profitability and positive cash flows. Cash used in operations for the first 9 months of 2025 was $14.1 million. Because of this figure reflects quarter end working capital timing, including inventory and prepaid expenses continuing just before quarter flows as well as Q2 invoices being paid in Q3, the reported number overstates our underlying burn rate. On a normalized basis, our year-to-date operating burn is closer to $11 million. We ended the quarter with roughly $650,000 in cash which similarly reflects those working capital timing dynamics. Since quarter end, we have taken deliberate steps to strengthening liquidity. We completed the refinancing of our truck fleet and continue to streamline our debt profile, converting portions of our debt to equity and reducing the overall complexity in the capital structure. These actions provide greater financial flexibility as we manage the business. Operationally, Q3 delivered solid progress. Revenue increased our energy pipeline continue to expand, and we began advancing several opportunities towards deployment as we scale revenue, expand margins and enhance operational efficiency, the underlying trend in our cash usage is moving in the right direction. While we still have work to do ahead of us, the trajectory of our business combined with the strength of our platform and the early validation we are seeing across both fueling and energy infrastructure position us well for continued momentum in the quarters to come. Thank you. Back to you, Michael. Michael Farkas: Thank you, Joel. It's been a fantastic quarter for NextNRG. On our last call, we outlined a series of goals that we sought to achieve and I'm proud to say that we've executed on every single one of them. Our operational performance, project pipeline and financial results all reflect the disciplined growth and momentum we've been building for us. Looking ahead, we're excited to be in a unique position, both in time and in capability to help drive the future of energy across the nation and ultimately on a global scale. On our -- our savings for structure continues to spend, our pipeline is growing and profit potential continues to strengthen each passing quarter. And on a personal note, as many of you may know, I spent much of my career pioning advancements in EV charging. I'm pleased to share that I'm no longer under any noncompete restrictions, which opens the door for NextNRG to participate fully in all forms of EV charging, both wired and wireless, and to pursue high-value, high-margin energy assets that align with our long-term vision. We're just getting started, and the opportunity ahead has never been greater. Thank you all for your continued confidence and support. Operator, we can now move on to the questions. Operator: Thank you so much. I understand there are some e-mail questions, Sharon. So I'd like to hand the call back over to you for the Q&A portion. Sharon Cohen: Thank you. Yes. I've gathered some submitted questions, and then we'll now direct them to you, Michael. The first question relates to our energy division. Can you give us more detail on the kinds of projects currently in your energy infrastructure pipeline? What types of facilities are engaging with you? And what solutions are they looking for? Michael Farkas: Absolutely. Our pipeline today includes projects for municipalities as well as a large range of commercial facilities. These opportunities span everything from literally layering new components over existing infrastructure to full green build-out, greenfield build-outs. It could really depending upon the need of the facility. These customers are typically asking for 3 core components. One is on-site power generation, basically to reduce dependence on the grid and improve overall reliability. Number 2 is advanced battery storage. This is to ensure continuity of power, especially during peak demand or outages. And then we're looking at the -- our smart microgrid control system. It's really -- it's optimizing how energy is produced, stored and consumed in the all time. Many of these facilities are operating with aging equipment and insufficient backup systems. So they're looking us to design modern methodologies and integrated solutions that meet both operational requirements and regulatory standards. We're also seeing a growing wave of commercial operators who have solar installed but now needs storage and intelligent controls. And they want a unified platform that ties everything together in one simple place to be able to follow everything. They also want a single partner to complete that ecosystem. You can't have different components, different people all over the place. It's not a sound system. And that's exactly what our energy platform does. It allows the integration of all the stuff. So these are not exploratory or one-off engagements. They're well-defined high-value infrastructure deployments that directly address the reliability gaps that are out there today. Next question. Operator: Sharon, can you check if you self-muted, please? Sharon Cohen: Yes. Sorry about that. Our next question relates to the margins reported. Michael, the company delivered the strongest margins in company history this quarter. How sustainable is this improvement? What are the main drivers of further margin expansion? Michael Farkas: Joel, you want to grab that? Joel Kleiner: Sure. As we -- thank you, Sharon. Can you repeat the question? Sharon Cohen: Yes, absolutely. How sustainable is this improvement in the margins? And what are the main drivers of further margin expansion? Joel Kleiner: Our margin expansion this quarter is absolutely sustainable because it's tied directly to structural changes in the business. As we build density around our anchor customers, we're optimizing our routes, improving driver efficiency. So reducing one of the greatest components of cost of goods sold, which is the actual driver expense. And the other side is increasing our gallons delivered which we have a great contract with where we're finally unlocking volume-based discounting. Both of those lower our per unit cost. These improvements are not a onetime thing as we're continuously working towards better utilization, improve scheduling and continued vendor site advantages. We expect these to continue to grow as we continue expanding our business. Sharon Cohen: Well said, Joel. Thank you. Our next question asks to discuss the conference that you attended Michael where leaders emphasize their urgent need for more power generation and infrastructure. How does this environment impact NextNRG? Michael Farkas: The message from the event and then the follow-on dinner was very, very clear. Energy demand, especially type AI, data centers, electrification is growing faster than the grid can support. When Eric Schmidt said that we will run out of town before we run out of capital, it underscores the scale of the opportunity. NextNRG is positioned exactly where the market is heading on-site power generation, storage and smart distribution, all integrated into a single platform. As developers, operators and corporations increasingly look for reliable, scalable, off-grade or grid-enhancing solutions, the demand for smart microgrids and infrastructure only intensifies. We're aligned with that, and we're already seeing the benefits in the pipeline for customers who need these kind of services. Sharon Cohen: And our final question is about operating losses. You've made progress reducing your operating loss this quarter, where you're still running at a multimillion dollar loss. Can you lay out a clear time line or framework for when investors can expect sustainable positive cash flow? Michael Farkas: Absolutely. The improvement this quarter was driven by both scale and tighter cost discipline. Revenue grew materially massively margins expanded and our underlying operating loss improved from Q2 to Q3. The path to positive cash flow is tied to 3 things: continued revenue growth, which we're seeing, further margin expansion as operational eventually increases and maintaining disciplined SG&A spend as we scale. The remaining hurdle is simply timing. As more new markets mature and as supply discounts continue to strengthen, the economics improved quarter-by-quarter. We're not guiding to a specific date today, but the trend is clear. Our losses are narrowing. Our margins are expanding, and each quarter brings us closer to sustained positive cash flow. The fundamentals are moving in the right direction and the model scales efficiently as we continue growing. Thank you. Operator: Thank you so much, ladies and gentlemen. This does conclude today's teleconference. We appreciate your participation. You may disconnect your lines at this time.