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Operator: Good day, and welcome to the Priority Technology Holdings Third Quarter 2025 Earnings Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Meghna Mehra, Managing Director of Investor Relations. Please go ahead. Meghna Mehra: Good morning, and thank you for joining us. With me today are Tom Priore, Chairman and Chief Executive Officer of Priority Technology Holdings; and Tim O'Leary, Chief Financial Officer. Before giving our prepared remarks, I would like to remind all participants that our comments today will include forward-looking statements, which involve a number of risks and uncertainties that may cause actual results to differ materially from our forward-looking statements. The company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. We provide a detailed discussion of the various risk factors in our SEC filings, and we encourage you to review these filings. Additionally, we may refer to non-GAAP measures, including, but not limited to, EBITDA and adjusted EBITDA during the call. Reconciliations of our non-GAAP performance and liquidity measures to the appropriate GAAP measures can be found in our press release and SEC filings available in the Investors section of our website. With that, I would like to turn the call over to our Chairman and CEO, Tom Priore. Thomas Priore: Thank you, Meghna, and thanks to everyone for joining us for our third quarter 2025 earnings call. I'll begin today's call by highlighting our aggregate performance, full year guidance on revenue, adjusted gross profit and adjusted EBITDA and key strategic updates. I'll then hand the call over to Tim, who'll provide segment level performance, key trends and developments across our business segments and Priority overall. As summarized on Slide 3, Priority grew net revenue by 6% generated adjusted gross profit and adjusted EBITDA growth of 10% and 6%, respectively, and increased adjusted EPS by $0.10 or 56% year-over-year to $0.28 in the third quarter. We ended the third quarter with over 1.7 million total customer accounts operating on our commerce platform, up from 1.4 million at the end of last quarter. Annual transaction volume in the LTM period increased by nearly $4 billion from quarter 2 to $144 billion and average account balances under administration improved by almost $200 million from the prior quarter, our largest quarterly increase to date to $1.6 billion. Certainly, a solid showing for the quarter, but candidly, with mixed performance at the segment level. We produced continued strong results by all key metrics within payables and treasury solutions on the strength of 14% and 18% revenue growth, respectively. However, growth moderated to 2% in our Merchant Solutions segment as same-store sales decelerated in multiple areas. But constructively, merchant attrition remained stable, leading us to conclude that macroeconomic factors influencing spending are affecting performance and will likely persist through the remainder of the year. The result is that revenue growth we had projected of 10% to 12.5% for the full year is expected to come in at the lower end of our range at 8% to 10%. The impact is a modest revision to our full year revenue guidance to $950 million to $965 million from $970 million to $990 million. Importantly, however, as a result of our expanding gross profit margins, which has continued to 38.9% year-to-date, we are raising the low end of our full year gross profit guidance from $365 million to $370 million with the upper end remaining at $380 million and modestly improving our full year adjusted EBITDA guidance to $223 million to $228 million. I'd like to cover one bit of housekeeping before we dive more fully into our results. In our press release this morning, you'll note that we are now categorizing our operating segments as Merchant Solutions, Payables and Treasury Solutions instead of SMB, B2B and enterprise. As Priority's business mix and solution set continues to evolve, we believe this will provide greater clarity to stakeholders about the revenue sources driving performance through our commerce platform. These categories also reflect the evolution of our client base with increasingly larger customers and a diverse set of reselling partners accessing Priority for multiple features across acquiring, payables and treasury solutions. Now turning our attention to our aggregate Q3 results on Slide 4. Revenue of $241.4 million increased 6% from the prior year. This led to a 10% increase in adjusted gross profit to $94.8 million and a 6% improvement in adjusted EBITDA to $57.8 million. Adjusted gross profit margin of 39.2% increased 140 basis points from the prior year's third quarter, reflecting the ongoing performance of our diverse, high-margin Payables and Treasury Solutions segment. Highlighted on Slide 5, our Q3 performance contributed to year-to-date revenue growth of 8% to $705.9 million fueling a 12% increase in adjusted gross profit to $274.4 million and an 8% improvement in adjusted EBITDA to $165.1 million, while expanding our adjusted gross profit margin by 150 basis points to 38.9%. For those of you who are new to Priority, Slides 6 and 7 highlight our vision for Connected Commerce. The Priority Commerce platform is purpose-built to streamline collecting, storing, lending and sending money. It delivers a flexible financial tool set for merchant acquiring, payables and treasury solutions designed to accelerate cash flow and optimize working capital for the businesses we serve. I would encourage you to play the short 1- to 2-minute videos embedded in the product links on this slide to gain a deeper appreciation of why customers are consistently partnering with Priority to reach their commerce goals and why we are emerging as a go-to solution provider for embedded commerce and finance solutions. Slide 7 highlights a typical partner experience with our commerce APIs, orchestration capabilities for payments management and treasury solutions. This enables partners to use a single API tailored to their specific objectives. Customers connecting via our API can access all routes for digital payments acceptance, create traditional and virtual bank accounts, issue physical and virtual debit cards, enable lockbox for checks, configure single vendor and advanced bulk vendor payment programs and many other commerce options at their own pace. In the third quarter alone, we contracted with new enterprise ISV partners in hospitality, marina infrastructure management, construction supply, class action administration and mortgage lending with over $10 billion in incremental annual transaction volume to harvest, while continuing to expand our success in sports entertainment, automotive, property management and payroll and benefits. Given our expanding customer base and segments, our commerce platform creates 2 important benefits for Priority's long-term. First, it enables our partners to develop their offering to seize new opportunities and respond to emerging trends as we add features and embedded solutions. Both parties maintain clear visibility into quantifiable revenue growth opportunities, building customer confidence and driving mutual success. And second, by standardizing operational workflows across diverse industry segments where money movement is critical to the value chain, we can identify and refine key operational metrics in compliance, payment operations, risk and application support. This enables us to scale efficiently, maintain cost discipline and ultimately improve profitability. This vision explains why we've been able to evolve Priority into a consistently high-performing payments and banking financial technology company with strong recurring revenue prospects. Our customers and current market conditions reinforce our belief that systems connecting payments and treasury solutions to accept and distribute funds in multiparty environments will be critical as businesses put greater demands on software and payment solution providers to deliver a full suite of core businesses services on a single relationship. We're committed to meeting our customers where they are by curating the experience for our partners to make working with Priority seamless and easy. Before we move on to a detailed segment level performance review, I want to highlight a few key investments during Q3 on Page 8, namely our acquisitions of Boom Commerce and Dealer Merchant Services and the launch of our residual financing facility to power growth in ISO and ISV partnerships. The Boom transaction adds veteran sales depth with exclusive distribution partnerships, expanding our West Coast capabilities, while the addition of the DMS team will underpin our strategy to lean into the future of automotive commerce with vertically focused distribution and integrated payments, treasury and payable solutions to this steadily growing and historically defensive area of consumer spending. Last, our launch of the residual financing facility helps us put fuel in the tank of our ISO and ISV partners to grow their customer base on our commerce platform. At this point, I'd like to hand it over to Tim, who'll provide further insights into the health of our business segments, along with current trends in each that factored into our third quarter results and confidence for sustained performance through the end of 2025. Tim O’Leary: Thank you, Tom, and good morning, everyone. I'll start on Slide 10. As Tom mentioned, we had solid overall financial performance in the third quarter that benefited from the diversification of our platform as strong growth in our higher-margin Payables and Treasury Solutions segments offset the impact of slower growth in our Merchant Solutions segment this quarter. The strong 14% and 18% growth, respectively, in Payables and Treasury Solutions allowed for overall margin expansion as adjusted gross profit margins improved by nearly 140 basis points from Q3 last year and over 70 basis points sequentially from Q2 this year. Consistent growth from our Payables and Treasury Solutions segments also resulted in the continued favorable shift in Priority's gross profit mix. For the quarter, Payables and Treasury Solutions comprised nearly 63% of adjusted gross profit. If you evaluate that same metric on a trailing 12-month basis, Payables and Treasury Solutions contributed over 62% of gross profit for the 12 months ended September 30, which represents a 23 percentage point increase from the beginning of 2023. This trend, which you can clearly see on the page here, is highly indicative of our commitment to investing in higher growth, higher-margin operating segments, which will expand Priority's total addressable market and in turn, enhance shareholder value. As noted on prior calls, the continued shift in our business mix also helps enhance the highly visible and recurring nature of our business model. During the quarter, over 64% of adjusted gross profit came from recurring revenues that are not dependent on transaction counts or card volumes, which compares to just under 60% in Q3 of last year. Moving now to the segment level results and starting with Merchant Solutions on Slide 11. Merchant Solutions generated Q3 revenue of $161.9 million, which is $3.1 million or 2% higher than last year's third quarter. Revenue growth was a combination of 4% growth in the core portfolio, combined with just over $1 million of revenue in the quarter from the Boom Commerce acquisition, partially offset by lower revenue from both specialized acquiring and historical residual purchases. As expected, those headwinds moderated in Q3 compared to the first half of the year, but will continue into Q4. Lower growth in the core portfolio compared to first half of the year was largely attributable to a pullback in consumer spend within a few industry verticals, including restaurants, construction and wholesale trade. Total card volume was $18.5 billion for the quarter, which is up 2.2% from the prior year. From a merchant standpoint, we averaged 179,000 accounts during the quarter, which is up from 178,000 last year, while new monthly boards averaged 3,400 during the quarter. Adjusted gross profit for the second quarter was $35.5 million, which is consistent with Q3 of last year. Gross margins of 21.9% are 50 basis points lower than the comparable quarter last year, largely attributable to lower revenue from both specialized acquiring and historical residual purchases. Lastly, adjusted EBITDA was $27.7 million, which is down $900,000 or 3.2% from last year due to increased salaries and benefits and elevated software expenses related to the previously discussed cloud migration. Moving to the Payables segment. Revenue of $25.2 million was 13.6% higher than Q3 of last year and sequentially increased from $25 million in Q2. Our buyer-funded revenues grew 11.8% year-over-year to $20 million, while supplier-funded revenues grew 21.3% year-over-year to $5.1 million. Adjusted gross profit was $7.2 million in the quarter, which is a 13.6% increase over the prior year. For the quarter, gross margins were 28.5%, which is consistent with last year's comparable quarter. The Payables segment contributed $3.5 million of adjusted EBITDA during the quarter, which was a $1.5 million or 79% year-over-year increase. The acceleration of adjusted EBITDA growth compared to revenue and adjusted gross profit was driven by strong operating leverage in the segment, including a 12.5% year-over-year reduction in operating expenses before D&A. Moving to the Treasury Solutions segment. Q3 revenue of $55.7 million was an increase of $8.6 million or 18.2% over the prior year. Revenue growth was driven by continued strong enrollment trends and an increase in the number of billed clients enrolled in CFTPay, combined with an increase in the number of integrated partners and organic same-store sales growth from existing Passport program managers. Higher account balances in both CFTPay and Passport were able to more than offset the impact of lower interest rates in the quarter compared to Q3 of last year. As a result of those factors, adjusted gross profit for the segment increased by 18.3% to $52.1 million, while adjusted gross profit margins remained strong at 93.6% for the quarter. Adjusted EBITDA for the quarter was $46.7 million, an increase of $5.7 million or 14% year-over-year. Overall profitability in Treasury Solutions was driven by consistent and strong high teens revenue growth in CFTPay, combined with 100% revenue growth in Passport, which offset investments we continue to make in newer vertical software assets within Priority Tech Ventures. While many of these investments are still scaling, we view them as highly compelling opportunities to enhance Priority's already comprehensive product suite and expand further into new and existing markets, including construction, payroll and benefits, asset management and sports and entertainment, including the NIL marketplace. Moving to consolidated operating expenses. Salaries and benefits of $26.1 million increased by $4.4 million or 20.2% compared to Q3 of last year, but declined by $1 million when compared sequentially to Q2. The year-over-year increase was primarily driven by higher non-cash stock compensation expense, along with increased headcount from organic growth combined with acquisition-related activity. SG&A of $15.7 million increased by $3.3 million or 26.7% compared to Q3 of last year as a result of increased accounting and SOX-related expenses, along with higher legal, marketing and software expenses. Now I'd like to take a moment to discuss our capital structure. Debt at the end of the quarter was $1 billion, and we ended the quarter with $157 million of available liquidity, including all $100 million of borrowing capacity available under our revolving credit facility and $57 million of unrestricted cash on the balance sheet. As Tom noted earlier, we closed a new $50 million residual financing facility during the quarter, and we also refinanced our broadly syndicated term loan on more favorable terms. The residual financing is a securitization style structure, and it is nonrecourse to priority, which is why the outstanding balance of $23 million at quarter end is not reported in the totals you see on this page. Subsequent to quarter end, we upsized the $1 billion term loan by $35 million to finance the cash portion of the DMS acquisition. But as highlighted in our press release this morning, I'm pleased to reiterate that we made a $15 million prepayment to the term loan at the end of October. While the total quantum of our debt has increased this year due to acquisitions and the acceleration of certain deferred consideration related to the Plastiq acquisition, we've applied $25 million of prepayments to the term loan this year between $10 million in Q1, combined with the $15 million payment last week. Given strong free cash flow generation, we expect to continue to apply excess cash to debt reduction throughout 2026. With respect to free cash flow, we generated $29 million of free cash flow in the quarter based on adjusted EBITDA of approximately $58 million, minus $6 million of capital expenditures, $21.5 million in cash interest expense and just under $1 million in cash taxes. On a year-to-date basis, that same metric totaled $71 million. If you were to annualize that figure to $95 million and look at it on a per share basis, we generate $1.17 of free cash flow per share, which I know is a metric that many investors have referenced in our prior discussions. For the LTM period ended September 30, adjusted EBITDA of $216.8 million represents $3.1 million of sequential quarterly growth from $213.7 million at the end of Q2. This growth in adjusted EBITDA, combined with net debt of $943 million resulted in net leverage of 4.35x at quarter end, which is up from 4.1x at the end of Q2 due to acquisition activity and a partial quarter of acquired EBITDA benefit. If you were to recalculate leverage on a pro forma basis for a full year effect of the Boom and DMS acquisitions and related balance sheet activity, net leverage would be 4.1x, which is neutral to where we finished Q2. We will continue to evaluate opportunities to acquire strategic assets that provide priority with higher-margin vertically focused sales channels, but debt reduction on both the dollar basis and the leverage ratio are focus areas for 2026. Moving to Slide 16 and our revised financial guidance. We have adjusted our full year revenue guidance to reflect the year-to-date results, combined with our most up-to-date outlook for Q4. The revised revenue range of $950 million to $965 million implies an 8% to 10% full year growth rate and is reflective of mid-single-digit organic revenue growth in our Merchant Solutions segment for Q4. Despite lower revenue growth expectations for the full year, we have raised the low end of the adjusted gross profit range by $5 million to $370 million, with the upper end remaining at $380 million. Adjusted EBITDA is expected to range from $223 million to $228 million, which is up slightly from prior guidance of $222.5 million to $227.5 million. The revised full year guidance is inclusive of approximately $6 million of adjusted EBITDA related to acquisitions. While there is certainly some impact to adjusted EBITDA from lower revenue growth in Merchant Solutions, the full year guide is also reflective of continued investment in Priority Tech Ventures. Lastly, we will provide more details related to our 2026 outlook during our fourth quarter earnings call, but preliminary expectations are for high single-digit revenue growth with adjusted gross margins expanding by 75 to 100 basis points or more. With that, I'll now turn the call back over to Tom for his closing comments. Thomas Priore: Thank you, Tim. Before concluding, I want to offer perspective on what it means to grow. In aggregate, Q3 was not among our best-performing quarters purely as a measure of economic growth despite the strong performance in our Payables and Treasury Solutions segments. But make no mistake, our third quarter was one of intense internal growth that has set critical foundations for developing and increasing enterprise value. During the quarter, we activated card acquiring in Canada, added real-time payment capabilities and implemented a unique financing source to fuel our partners' growth. Additionally, we reduced our borrowing cost by 100 basis points, executed 2 accretive acquisitions without impacting net leverage and generated free cash flow to pay down $15 million of debt, all while continuing to refine our operational muscle by integrating a host of ISV and enterprise customers on our commerce platform with addressable annual transaction volume of over $10 billion to capture in the coming months and adding more incremental deposits under administration, nearly $200 million than in any other quarter in our history. While the scoreboard may not reflect it yet, we were busy grinding out wins each day that underscore how we are built with intention for the long-term and built to last. It's why since becoming publicly listed in 2018 through challenging periods, we have produced compound annual adjusted EBITDA growth of 18%. We will continue to curate Priority's commerce offering by connecting payments and treasury solutions on a single platform that centralizes all money movement at scale for our partners, allowing us to expand our portfolio of core business applications and addressable market segments to continue to deliver stable free cash flow and long-term shareholder value. As always, I want to thank all my colleagues at Priority who continue to work incredibly hard to deliver results. Your commitment and dedication to improving everything we do is clear, providing our partners and customers with a constant reminder that they made the right choice to partner with Priority. Last, we continue to appreciate the ongoing support of our investors and analysts. And for those in attendance who are new to Priority, for taking the time to participate in today's call. Operator, we'd now like to open the call for questions. Operator: [Operator Instructions] And our first question will come from Harold Goetsch of B. Riley Securities. Harold Goetsch: It's a good idea to reclassify these segments into treasury, the different 3 segments you've renamed I think that reflects what they do, and I appreciate that. I just wanted to ask about -- given you reported Q2 in the August time period, and there's been some same-store sales weakness. When did you start seeing that? I mean another company called Shift4 Payments mentioned difficult same-store sales for restaurants as well. But what did you start seeing? And could you go over some of the segments you saw some weakness in? That's my first question. Tim O’Leary: Hal, thanks for the question and the feedback on the segment names. We started seeing some of that in August, and it certainly accelerated in September as we look across all the different verticals for the Merchant Solutions business. There were a handful that definitely saw a trend line that was against us. It was relatively broad-based, though, but the ones we called out, restaurants, construction, wholesale trade were the ones that were a little bit even more onerous at the tail end of the quarter. There were others that were down slightly, but not as much of an impact, things like education and some other verticals, but we really started seeing in August and then that accelerated into September. Harold Goetsch: Okay. And you mentioned like some of the residuals. Can you kind of -- what's the impact of the merchant attrition was decent. Monthly adds were still really good. What were some of those other components? If you could clarify what they mean and how long the impact will be from those? It was -- I think you mentioned some residuals and impacts. What were those again? Tim O’Leary: Yes. So I was referencing lower revenue in the quarter from specialized acquiring, which we've talked about the last couple of quarters, given some of the dynamics in that end market and then historical residual purchases and not to rehash a lot of the nuances there, but we had done some larger residual purchases back in 2021. But from a capital allocation strategy, the last few years, we've been focused on deleveraging and taking out the preferred equity. So we haven't done a lot of additional residual buybacks. So those older portfolios, as they start to run off over time, that presents a headwind and you're running off effectively what is 100% margin because you bought back those residuals from the resellers. So that headwind has continued. Combined, those 2 things had about a $2 million impact on the quarter on a year-over-year basis. That's down from what it was in the first 2 quarters of the year where we talked about a more onerous headwind where that was $4.5 million or so. So it's come down, which we expected it to moderate. We'll see another consistent type of headwind in Q4, but definitely less than we saw in the first half of the year. Thomas Priore: Hal, just one other point, which I think is important to reference on the residual base question you have, one of the major drivers of putting together the financing facility that we have, it's nonrecourse. Is that -- I mean, really, that positions us in our space. There's no one else who has something like this that will enable us to -- instead of having that financing be at the holdco level, we now have it at the facility level that's nonrecourse, but gives us -- that's a place where we'll buy those residuals. We will make other lending facilities to our ISV and ISO partners to put gas in their tank to supercharge their marketing, to do development that will help them accelerate adoption on their products. So it's a very, very valuable facility that you will see reflected in that way going forward. And it will help us really not have that drag that Tim just alluded to. Harold Goetsch: Excellent. Okay. And I have one follow-up on that on -- this has been a real building year and investment year. And I look at that based on maybe where -- maybe even the dollar increase in salaries and employee benefits, we had a couple of acquisitions -- it's is cost of living, but it looks to be like a pretty solid dollar increase year-over-year in salaries and benefits. Will we -- will there be a moderation of that maybe based on the investment you spent this year going into 2022? I know you gave some initial sales commentary and gross profit margin guidance commentary. But give us a thought about some of the expense items that trajectories exiting 2025 into 2026. Tim O’Leary: Yes. So a lot of the increase was driven by acquisitions, right? So you go back and think about the acquisitions late last year with our payroll platform, at the very beginning of this year with the lettuce business up in Canada, right? So we had a couple of acquisitions that we haven't anniversaried yet. So that's part of the increase. Benefit costs also is certainly higher, and we're going to see the same impact next year with health care premiums going up. And then there was also a meaningful component of that increase was non-cash related to stock comp and some mark-to-markets on long-term incentive plans. So a lot of it was non-cash but definitely acquisition related in addition to on the SG&A side, you had some of the increased software and public cloud expenses that we expected, and we'll continue to see some of that growth. But I think this is a good run rate to think about going into next year, and we actually -- we were down $1 million from Q2, right? So we've actually continued to be very disciplined about the actual salary and benefits we have in the organization, but some of the acquisitions certainly added to that. Operator: The next question comes from Jacob Stephan of Lake Street Capital Markets. Jacob Stephan: Just kind of first, asking on the guidance as well. Some of these -- the construction vertical, the restaurants and wholesale trade, maybe can you kind of help us think through what potentially that represents as a whole of Merchant Solutions? Tim O’Leary: Sure. Happy to Jacob. So the restaurant sector for us, we still feel like we're underweight in that vertical compared to the broader market, but it's mid-teens, high teens, 16%, 17% of our volume. Construction is in the mid-single-digits from a percentage basis points. Wholesale trade is comparable, maybe a little bit higher than that. But again, some of the slowdown we saw from a same-store sales standpoint was broad-based. So those verticals were probably impacted a little bit more, but it was across a lot of the different end markets that we service. Jacob Stephan: Okay. And I know we talked a little bit about maybe potentially opening up some -- a greater risk profile in the portfolio, but has this kind of shifted that thought process at all? Tim O’Leary: I don't know if we're looking to increase the risk profile. I think we managed that very effectively. I think we had pared back some of the risk earlier in the year given some of the changes in the end market and some of the network regulations and getting in front of that to create some headroom. But we're not looking to increase the risk across the portfolio. I think we're generally a low-risk portfolio and where we do play in the specialized acquiring segment, we're very disciplined about how we approach that from a risk standpoint. Thomas Priore: Maybe one other point on that. Look, and I'll point to the acquisition. We have a thesis around the future of automotive commerce. And the acquisition of DMS is a -- I wouldn't call it a first step. I'll just call it an evolution of sort of what we built in preparation of really leaning into that segment. So where that kind of reflects the risk side is, say, we're looking at industries I would consider more defensive. In the auto segment, sales are slowing. They're moderating for sure. And what that typically means, and you're seeing this in the stat is people own their cars longer, even if it's a pre-owned environment, it's just the cars are around longer, which means more service. So leaning into that narrative and when sales go down, service goes up. So we really like the defensive nature of that. We're going to lean into that. We have some really good partners in addition to what we acquired with DMS. So those are sort of the type of strategies we're going to lean into because we think they make tremendous sense just from an addressable market and the nature of the cash flow, they're very stable. And they actually, when the economy maybe isn't as great, they tend to go up. So we're looking for other segments. We're examining other strategies and segments like that. Tim alluded to this as well. Our benefit costs are going up. There's a lot of controversy around affordable care and how that's all changing. Well, we're leaning into payroll and benefits, right? That's just a place to be because the money -- we are fundamentally a commerce engine designed to move money through systems of commerce. Certainly, card acquiring is one of them, but I can't underscore this enough. 2/3 of our gross profit is coming from segments outside of requiring. That's not accidental. So as we lean into these segments that just are defensive in nature, getting into the benefits segment, getting into things like auto, like that's how you create stable cash flows to really reward our investors for thinking over the long term. So I just invite everyone to examine those conditions and where we're positioned because we have very good cost basis entering these markets and a lot of upside optionality to win. Jacob Stephan: Yes. Understood. And obviously, we see that reflected in the guidance with both profit metrics actually moving up. Let me ask this question. So there's a $15 million kind of delta on the revenue line with -- we're essentially almost halfway through Q4 here. What are really the puts and takes that kind of get you to the high end versus where we might be at $950 million for the full year? Thomas Priore: So I'll say -- I'm going to ask Tim to follow up on this. But look, I'm going to just talk about our pipeline and Tim will maybe talk to trend. The upside guidance is activation of the pipeline. If it activates faster than we've kind of modeled, that all falls right to the bottom line. And these customers, they're considerable. These are not -- these are coming from large enterprise segment. And it's why we have evolved our segment level reporting to reflect how customers are using commerce engine. The customers that come in, they're using everything. They're using Acquiring, they're using Payables. They're certainly using the Treasury Solutions that we provide. So this gives us better visibility into just what's generating the income if you will. And then as a result of that, just how sticky it is. So that will be one major influence in terms of where upside can come from. Let me let Tim comment on the trend line. And then I kind of have one other thought I want to share, but I want to let Tim weigh in here. Tim O’Leary: The other factor is certainly the volumes in Merchant Solutions, right? We took a pretty forensic analysis looking at quarter-to-date trends and looking at October trends compared to August and September and definitely have seen a little bit of an uptick in October, right? Not dramatic, but certainly improvement from what we saw in August and September, which gives us the comfort to think about the guide for the balance of the year where we're referencing mid-single-digits organic growth for Merchant Solutions. So you think about that core, it grew 4% in Q3. We think we'll do better than that in Q4, given some of the trends we've seen so far in October, plus to Tom's point, some of these larger customers and ISVs we've onboarded to the platform which goes back to why we changed the segment names. As we interact with the investor community, there was an increasing confusion on what is SMB and what is enterprise because people were associating it with just the size of customer. And as we think about continuing to add some of these large customers that everybody was expecting that to go into enterprise, they might be coming on and the entry point might be acquiring where we're doing ticket sales for the Minnesota Wild or others like that or they might come on for Payables. We're working with them on automated payables. So we're trying to reorient the segments to the solution sets provided because the customer sizes are certainly changing as we evolve the business and more of our clients are coming on to the full commerce platform. Thomas Priore: If I can add one last point. And look, this is just -- let's be candid about it. We've outperformed certainly our segment peers for a considerable number of quarters. And that's not -- I would say we're not rewarded for it. So having a measured expectation to ensure we just -- we stay on track and on target, we think probably is a more thoughtful approach. So as we start to see this enterprise pipeline convert, I'll call it enterprise customer pipeline convert, I think we'll feel a lot better about just how we model that throughput. Operator: The next question comes from Bryan Bergin of TD Cowen. Bryan Bergin: So in the Merchant segment, just trying to think about, as we step back and think on the remaining portfolio, how much of the book is still in specialized acquiring and potentially how much within the residual portfolio may still be a risk as we look to 4Q and beyond? Just trying to get a sense of the scale of these in totality, just to get a sense on further potential volatility in performance just on a quarter-to-quarter basis. Tim O’Leary: Sure. So specialized, it's actually -- it's grown quarter-over-quarter as we've moved through this year, you're just coming off a much larger year last year. This year has obviously been dampened a little bit by some of the network changes. But we actually -- but we saw some improvement in that business from Q1 to Q2 and from Q2 to Q3, and we expect that to continue into Q4. So it's still a year-over-year headwind, but that business is improving, and we'll obviously anniversary some of those headwinds as we move into next year. So I think that will dissipate itself. On the historical residual purchases, we still have a meaningful amount of residuals there that will run off over time. It's a slow burn, but you're seeing, call it, $0.5 million a quarter of an impact, maybe $1 million a quarter of a year-over-year impact as that runs down. Bryan Bergin: Okay. That's helpful. And then you have a large partner that's going through some challenges here in strategic changes driven by their new management. Just curious, are you seeing any impact in your business from that as you are a large distribution partner to their SMB offering. So just anything to call out on the underlying changes there and your outlook on that strategic relationship. Tim O’Leary: You might be referring to -- I'm not sure [ what you're ] referring to. I think we continue to see good trends across our portfolio with POS systems. Tom, you can probably offer a little more color specifically, but we've still been very active in that market. Thomas Priore: And Bryan, I apologize, I'm actually -- I'm remote, so I'm on my mobile and you broke up a little bit on your question. Would you mind repeating it? Bryan Bergin: Yes. Just with all the changes going on with Fiserv and Clover, repricing and things like that, is there any downstream impact to the activity that you may be seeing? Thomas Priore: We haven't seen changes in trend on POS, specific to Clover. We're one of their larger resellers, you certainly reflect that. There's -- we actually -- because of our positioning, we've been able to really have a constructive relationship on material costs. So making some bulk purchases has been helpful. So I don't know that, that will necessarily continue with Fiserv based on some of the conversations that we've had and just because there -- the impact of tariffs are actually starting to flow through. With that said, our other segment of POS, MX POS, we've [Technical Difficulty] within in the app. But again, it's starting from a small base. So that's really a '26 directive for us. Operator: The next question comes from Vasu Govil of KBW. Vasundhara Govil: I guess the first one, just on the gross profit guide. I know the guide implies a pretty meaningful step-up here in the fourth quarter. I think, Tim, you alluded to it a little bit before, but maybe you could just remind us what drives that acceleration from 3Q to 4Q? Tim O’Leary: Sure. I think there's a couple of factors. So some of it is the higher organic growth we think we're going to see in the Merchant Solutions segment based on what we've seen already in just some of the October trends in addition to some of the onboarded larger customer wins. And we've been -- we think, conservative relative to the ramp on those in the balance of the year. But then you've obviously -- you've got the impact of the acquisitions, right? So we acquired Boom Commerce in the middle of the quarter. So we had a partial quarter impact in Q3 and then DMS, which we closed on October 1, right? So we'll get a full quarter impact of that in Q4. So there is an acquisition-related impact there as well, which gives us a lot of comfort around what we see for Q4. Vasundhara Govil: That's super helpful. And I guess just thank you for the preliminary color on next year. I know it's still preliminary and there are probably a lot of puts and takes there. But just historically, you benchmarked yourself as a low double-digit grower. Obviously, the macro is a little bit of a challenge here. But anything you can give us on sort of how you're thinking about the building blocks and the puts and takes to get to that high single-digit range? Tim O’Leary: Sure. I think it's continued mid-single-digit organic growth on the Merchant Solutions side, followed by low double-digit growth in Payables and what we think is going to be high teens to 20% type growth in Treasury Solutions. Obviously, some of the growth rate in Treasury Solutions has come down just given a lot of large numbers, but continue to see very strong trends there. As Tom referenced, we had our largest quarterly increase in deposits under administration this quarter. We grew deposits under administration by $200 million since Q2 and you see that accelerating. So despite some of the lower interest rates, we're outrunning that with continuing to grow the franchise and grow what we're seeing on the deposits under administration across our customer base. So to your point, it is early. We'll have more details on our full year outlook on the Q4 earnings call, but I just wanted to give everybody at least an initial guidance on how we're seeing next year based on current trends and the acquisitions in addition to just some of the new customers we onboarded already that we're seeing some impact from, but not a lot yet. Thomas Priore: If I may just remark on that, what will influence that as we guide through the year is enterprise clients, they operate a little bit differently in that you'll start to absorb their portfolio, particularly in the ISV space, right? You'll start to absorb their portfolio as they extend the solutions throughout their client base. So to the extent those are -- those accelerate, then things pick up. So that's really what we're balancing out. And just prudence seems to be the best path. And we have a high degree of confidence in what has been reflected. Yes. And thank you, by the way, for joining us. It's great to have you. Operator: This concludes our question-and-answer session. I would like to turn the call back over to Tom Priore for any closing remarks. Thomas Priore: All right. Well, I want to thank everyone once again for all of your focus on priority and for really helping us deliver our value story to investors. And for those investors on the call, thank you for your ongoing support. We will get back to work. Operator: The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.
Operator: Good morning, ladies and gentlemen. My name is Lilly, and I will be your operator for today. Welcome to Knight Therapeutics Third Quarter 2025 Results Conference Call. Before turning the call over to Ms. Samira Sakhia, President and CEO of Knight, listeners are reminded that portions of today's discussion may, by their nature, necessarily involve risks and uncertainties that could cause actual results to differ materially from the contemplated by the forward-looking statements. The company considers the assumptions on which these forward-looking statements are based to be reasonable at the time that they were prepared, but cautions that these assumptions regarding the future events many of which are beyond the control of the company and its subsidiaries may ultimately prove to be incorrect. The company disclaims any intentions or obligation to update or revise any forward-looking statements, whether a result of new information and/or future events, except as required by law. We would also like to remind you questions during today's call will be taken from analysts only. Should there be any further questions, please contact Knight's Investor Relations department via e-mail to ir@knightpx.com or via phone at (514) 484-4483. I would like to remind everyone that this call is being recorded today, November 6, 2025. I would now like to turn the meeting over to your host for today's call, Ms. Samira Sakhia. Please go ahead. Samira Sakhia: Thank you, Lilly. Good morning, everyone, and welcome to Knight Therapeutics Third Quarter 2025 Conference Call. I'm joined on today's call with Amal Khouri, our Chief Business Officer; and Arvind Utchanah, our Chief Financial Officer. I'm excited to announce that we achieved record high adjusted revenues of $319 million as well as record high adjusted EBITDA of approximately $49 million for the 9 months period ended September 30, 2025. During that period, our revenues grew by approximately $48 million or 18% compared to the same period last year. This growth was not only driven by the Paladin and Sumitomo transactions, which contributed $27 million of incremental revenues, but also our key promoted products, which delivered organic growth of 12% on a constant currency basis. In addition to achieving record financial results, we have continued to strengthen our oncology portfolio. This quarter, we expanded our partnership with Incyte by in-licensing the LatAm rights to 2 innovative drugs, retifanlimab and axatilimab. Furthermore, we have advanced our pipeline with the launches of 3 products in multiple countries. We have launched JORNAY PM in Canada, MINJUVI in Argentina and PEMAZYRE in both Brazil and Mexico. Moving on to our regulatory update, in the third quarter, we received a rejection from our -- of our marketing authorization application for TAVALISSE from Anvisa, the Brazilian Health Agency. We have already submitted an appeal to Anvisa, which could take up to 14 months. In addition, subsequent to the quarter, we have received a notice of noncompliance or NON from Health Canada on the drug submission for Qelbree. The NON requires additional information, which we will submit in 2026. Despite these setbacks on these 2 products, we expect to address the health agency's request and bring both drugs to market. Moving on to the NCIB, in August 2025, Knight launched an NCIB under which we can purchase for cancellation up to 3 million common shares over the next 12 months. Subsequent to the quarter, we purchased 389,000 shares at an average price of $5.84 for an aggregate cash consideration of $2.3 million. I will now turn the call over to Arvind to provide an update on our financial results. Arvind Utchanah: Thank you, Samira. When speaking of our financial results, I will refer to adjusted EBITDA and financial results at constant currency, which are non-IFRS measures as well as adjusted EBITDA per share, which is a non-IFRS ratio. Knight defined adjusted EBITDA as operating income or loss, excluding amortization and impairment of noncurrent assets, depreciation, the impact of accounting under hyperinflation, acquisition costs and transaction costs, inventory step-up expense and other nonrecurring expenses, but to include costs related to leases. We define adjusted EBITDA per share as adjusted EBITDA over the number of common shares outstanding at the end of the respective period. In addition, revenues and financial results at constant currency are also non-GAAP measures. Financial results at constant currency are obtained by translating the prior period results at the average foreign exchange rates in effect during the current period, except for Argentina, where we only exclude hyperinflation. Adjusted gross margin is defined as revenues less cost of goods sold, adjusted for the impact of accounting under both hyperinflation and purchase price accounting. Furthermore, my discussion on operating results will refer to figures that exclude hyperinflation unless otherwise noted. For the third quarter of 2025, we delivered record revenues of $122.6 million, an increase of $31.2 million or 34% versus the same period last year. On a constant currency basis, revenues increased by approximately $29 million or 31%. The Paladin and Sumitomo portfolios contributed to $25 million of incremental revenues. The rest of the variance was mainly driven by our key promoted products, which grew by $5.5 million or 8% on a constant currency basis as well as purchasing patterns of certain products. This was partly offset by declines in our mature and branded generic products and the termination of a nonstrategic agreement in Colombia. Moving on to revenues by therapeutic area, the oncology and hematology portfolio delivered $38.3 million in Q3 2025, relatively unchanged compared to the same period last year. Excluding the termination of a nonstrategic distribution agreement in Colombia and on a constant currency basis, the portfolio increased by just under $1 million or 2%. The increase was driven by our key promoted products, which grew by $2.8 million or 15% as a result of the growth of AKYNZEO, the launch of MINJUVI and the addition of both ORGOVYX and ONICIT. This growth was partly offset by declines in our mature and branded generics products due to their life cycle. Our infectious disease portfolio delivered approximately $37.2 million, an increase of $3.4 million or 10%. On a constant currency basis, the portfolio grew by $2.3 million or 6% compared to the same period last year. The increase was due to the growth of CRESEMBA and the purchasing patterns of certain products. Turning to our other specialty therapeutic area, the portfolio generated $47.1 million in revenues, an increase of $26.3 million or 127% compared to the same period last year. The incremental revenues from the Paladin and Sumitomo portfolio were $23.4 million. The rest of the variance was driven by the launches of IMVEXXY and BIJUVA and the purchasing patterns of certain customers. Now moving on to gross margin, we reported adjusted gross margin of $59.9 million in Q3 2025 versus $43 million in Q3 last year. The adjusted gross margin as a percentage of adjusted revenues increased by 2%, going from 47% in Q3 2024 to 49% in Q3 2025. The increase is mainly explained by the addition of the Paladin and Sumitomo portfolios, resulting in the higher weighting of the Canadian business in Q3 2025 when compared to Q3 2024. I will now turn to our operating expenses, excluding amortization. For the third quarter, our operating expenses were $39.7 million, an increase of $9 million or 30% compared to the same period last year. The increase was driven by higher selling and marketing as well as R&D expenses. Our selling and marketing expenses increased by $4.5 million, mainly driven by the expansion of our sales and commercial structure behind the addition of the Paladin and Sumitomo portfolios. In addition to structure, the increase included higher promotion and marketing expenses for the promoted brands acquired in the Paladin and Sumitomo transactions, including ORGOVYX, MYFEMBREE, XCOPRI, ENVARSUS as well as spend on our prelaunch and recently launched brands, including JORNAY PM, IMVEXXY, MINJUVI, TAVALISSE, Qelbree and PEMAZYRE. Our R&D expenses increased by $3.5 million due to the expansion of our scientific affairs structure, including field-based personnel related to the Paladin and Sumitomo portfolios. In addition to structure, the increase included incremental medical, regulatory and pharmacovigilance spend on the Paladin and Sumitomo portfolios as well as on our pipeline and recent launches. Moving on to adjusted EBITDA, for the third quarter of 2025, we reported $21 million of adjusted EBITDA, an increase of $7.5 million or 56% compared to the same period last year. The increase was mainly driven by the higher adjusted gross margin, partly offset by higher operating expenses. Our adjusted EBITDA per share was $0.21, an increase of $0.08 or 62% compared to the same period last year. I will now cover our financial assets, which are valued at $94 million. In the third quarter, we recorded a net loss of $4.6 million driven by the mark-to-market revaluations of our strategic fund investments. As a reminder, our funds continue to be a source of cash. During 2025, we received net proceeds of $5.7 million and $45 million since 2020. Moving on to our cash position and cash flows, at the end of Q3, our net debt position was just under $1 million. We held $96.5 million in debt and $95.6 million in cash and marketable securities. During the quarter, we generated cash inflows from operations of $10 million despite an investment of $11 million in working capital. The increase in working capital was due to the higher accounts receivable given the growth in our Canadian operations, partly offset by a decrease in inventory and an increase in accounts payable. Finally, as announced last week, we have closed the syndication process with a group of 4 lenders and doubled our revolving credit facility from USD 50 million to USD 100 million, with an accordion feature for another USD 100 million. This facility is secured by Knight assets held in Canada, Luxembourg and Uruguay and has an initial term of 3 years with the option to extend annually for an additional 1-year term. As a reminder, we drew down CAD 60 million from the facility in Q2 to fund part of the Paladin acquisition. I will now turn the call back to Samira. Samira Sakhia: Thank you, Arvind. Now on to our financial outlook for fiscal 2025, I would like to remind everyone that the guidance provided assumes that there is no material adjustment due to hyperinflation accounting in Argentina. In addition, our guidance is based on a number of assumptions, which are described in our press release. Should any of these assumptions differ, the actual results may vary materially. We are increasing our outlook for fiscal 2025 and expect to generate revenues between $430 million and $440 million and an adjusted EBITDA between 13.5% to 14.5% of revenues. The increase in our financial outlook is driven primarily by the strong performance of our promoted products. Our team has been extremely successful in executing on our pan-American ex-U.S. strategy and building a profitable business. In the first 9 months, we have delivered record results. We in-licensed 3 new products, and we completed 2 acquisitions, which strengthened our Canadian operations. We are already starting Q4 on a high note. At the beginning of the quarter, we announced the relaunch of ORGOVYX and MYFEMBREE. And just last week, we announced the launches of JORNAY PM in Canada and MINJUVI in Argentina. We also added more flexibility to our balance sheet upon closing the syndication of the revolving credit facility. Following the closing of this credit facility, we can now borrow up to an additional $100 million and another $135 million through the accordion feature. This is in addition to the $95 million of cash and marketable securities that we reported at the end of Q3. With our expanded portfolio, increased operational scale and capital flexibility, we remain well positioned to drive long-term value and deliver on our mission to acquire, in-license, develop and commercialize pharmaceutical products for Canada and Latin America. This concludes our formal remarks. I would now like to open up the call for questions. Operator: Before we begin, may I please remind you questions during today's call will be taken from analysts only. Should there be any further questions, please contact Knight's Investor Relations department via e-mail to ir@knightpx.com or via phone at (514) 484-4483. [Operator Instructions] Your first question comes from Michael Freeman of Raymond James. Michael Freeman: Congratulations on these results. I wonder if you could spend some time and dig into the organic growth of the branded products a bit further. What products stood out? What geographies stood out? What do you think drove this very positive performance? Samira Sakhia: So it's really across the board where we're seeing good performance. So we're seeing good performance in our oncology portfolio. AKYNZEO, the launch of MINJUVI. We're seeing it on CRESEMBA. We had some buying patterns on AmBisome even though we didn't have MOH in the quarter. We're seeing it -- we continue to see growth of LENVIMA in Colombia. We're seeing growth in Canada behind -- these are not in the organic, but again, ORGOVYX, MYFEMBREE, XCOPRI, so all of these products are growing. And what I would highlight is in the Canadian portfolio, Q3 was an integration quarter. As you recall, we only closed in the middle of June. The team was -- yes, the teams were in the field, but there was a lot of focus on integrating. And now we're -- now, as we announced at the beginning of the quarter, the field force is completely in place. Everybody has been trained. We've launched -- relaunched ORGOVYX, MYFEMBREE and the team is on XCOPRI, they're on JORNAY PM. So we expect to have all of these products continuing to grow in Q4 and into next year. Michael Freeman: Okay. Okay. I appreciate all that color. Now on the expansion of your credit facility, and it looks like you're shoring up capacity. I wonder if you could describe if -- where your geographic focus will be when it comes to future business development, future potential M&A. There has been a lot of activity in Canada recently. Should we expect that to continue or maybe more a broadly distributed effort? Amal Khouri: Michael, it's Amal. I think you can expect really more of the same as we've been doing and executing in the last few years. So really across all of our countries, and also in terms of type of deal as well, like whether it's acquiring products with existing sales, acquiring -- and that includes acquiring one product at a time, portfolio of products or even M&A as well as pipeline products as well. So really more of the -- more execution -- more of the same execution as we've been doing across our markets. Samira Sakhia: And I just wanted to highlight, if you look at this year, we've had the 2 transactions that we had for Canada, but we had multiple transactions that also had LatAm. So the license agreement, the Incyte agreement expansion was for 2 products for LatAm. Honestly, it was for LatAm. If you look at last year, we had JORNAY PM, we had Incyte's products, both for Canada and Latin America. And I'm sure I'm missing a couple of other deals that we signed last year. But it's really -- we are a partnering organization. We're going to do what's right for the business, and we have to be flexible for our territories. And the fact that we have all of these territories allows us to be extremely productive when it comes to our transactions. Michael Freeman: Okay. And I can ask one more quick one. The -- your agreements with the Brazilian Ministry of Health, these renew on an annual basis. I wonder if there's any news relating to the renewal of your contracts with the MOH on Amazon. Samira Sakhia: Sure. So we did sign at the end of last year. That agreement -- they bought what they've bought so far this year. We are in discussions with them for their 2026 purchases. We -- it's a government organization. They take their time. We're dealing with bureaucrats. It could be -- we -- it's really still too early to tell whether -- when this agreement gets signed and if there will be a shipment in Q4. And I know I'm talking at the beginning of November, and there's not a lot of weeks left in the year. But again, I'm -- we're dealing with bureaucrats and it could either get signed this year with a small shipment this year or it gets signed later in the year or early next, and we ship everything in 2026. Operator: Your next question comes from David Martin of Bloom Burton. David Martin: Congratulations on the quarter. The first one is a follow-up to the last question. For the Amazon Ministry of Health in Brazil, I think previously, there had been a competitor. Is there a competitor now? Or are you going into this as the sole source? Samira Sakhia: At this time, there's -- we don't see -- the competitor is not there. So we are a single source, and we expect that -- like I said, the team has been in discussions, discussions continue. We do expect something -- we will be successful in this, but it's a question of time at this point. David Martin: Okay. Got it. Can you provide more color on the Brazilian action on TAVALISSE and Health Canada on Qelbree? What are the regulators looking for? Are these things that are in your control or out of your control, such as run another trial? And you mentioned 14 months for the response in Brazil. Once you refile Qelbree, how long do you expect it will take Health Canada to render a decision? Samira Sakhia: So on both, we didn't really provide details. What I -- so in the case of Qelbree, it is not going back to doing more clinical trials. And our team is working on the response. We expect to refile in 2026 and get approval by the end of 2026. In the case of TAVALISSE, it's really more on a technicality, and that is why we are appealing to Anvisa. And we -- the normal course of this appeal process is in the range of 14 months, and we'll continue to pursue that. And again, I'm confident that TAVALISSE will get approval even if worst case, we have to refile the product. David Martin: Okay. Okay. And one last quick question. You mentioned Q3 was an integration quarter in Canada. Were there headcounts in Q3 that will be reduced in Q4? Samira Sakhia: So as you know, in the integration at the end of last Q, we had announced that we had restructured 20-some percent. At the end of this quarter, we've announced that we've restructured about 30%. The integration was not just in relation to restructuring the teams, but really on the commercial front, where we are bringing the Paladin team onto the new portfolio that -- into the new products that Knight was launching, including JORNAY PM, including the Sumitomo portfolios. There was a lot of territory assignment, product training. So while, yes, people were in the field, I would say activity was a bit lower. So going into Q4, our activities are actually ramping up. Operator: Your next question comes from Scott McAuley of Paradigm Capital. Scott McAuley: A lot has been touched on already, but I wanted to highlight the EBITDA margin expansion for 2025, which is great to see as we're kind of nearing the end of the year. I know you haven't given guidance for 2026, but kind of the levels you're looking for 2025, like do you see those as sustainable going forward even with, as you say, you're launching new products and investing in the platform for the next little while and the new product growth? Samira Sakhia: So what I will say is we will guide to 2026 when we announce March. As I said in the earlier question that there was a slowdown of activity in Q3. That activity picks up and there's more products that are launching next year. So all in all, more investments, we're going to continue to have a lot of investment behind new products. Scott McAuley: Yes, absolutely. That's great. Another thing is on the cash flow. I know the cash flow from operations is a little lumpy, but it's great to see, I think it was $10 million this quarter, $20 million last quarter versus kind of single digits in kind of a number of quarters in the past. So are you seeing some more normalization of that? Should we continue to expect kind of relatively lumpy or swings in that kind of cash flow from operations perspective? Samira Sakhia: Sure. So one of the things is we're a very healthy company. We generate good EBITDA and a good EBITDA from cash. Where we get impacted is really in association with inventory that comes with some lumpiness. So whether we acquire an asset or whether we are preparing for a launch or some purchasing commitments that we have with our partners. So it remains -- it could be lumpy. But in general, we are aiming -- and you have to look -- you can't look at it on a quarter-by-quarter basis, you have to look at it over multiple quarters at a time. And we aim to be between 60% to 80% cash flow as a percentage of EBITDA. Scott McAuley: That's great. Good to hear. And just lastly, on the M&A front, obviously, with the increased credit facility gives you guys some more firepower. Just wanted to check in terms of visibility on the entire territories. I know you highlighted signing more deals that take advantage of Canada and throughout LatAm. In terms of conversations you're having or the things you're looking at, are you seeing more of those type of interest for signing for products that take advantage of your entire geographic reach? Amal Khouri: Scott, this is Amal. I think we're seeing like on the fact that we cover the footprint that we have, we've been getting very positive feedback from potential partners, but also existing partners that it's much easier for them to deal with one company that covers all of these markets. At the same time, and I think Samira mentioned it earlier, we do remain flexible because in some cases, for example, there are companies who have their own affiliates in Canada. So in that case, we do a deal just for LatAm. So we have that flexibility, but we also have the ability to execute on the entire territory, and we have been getting good feedback, and you see it in the deal flow. We've been relatively consistent and productive. In the last few years, we've been averaging about 3 deals per year. Of course, it varies like from 1 year to the other, but it's been a really consistent productive deal flow. Operator: [Operator Instructions] Your next question comes from David Martin of Bloom Burton. David Martin: I have 2 follow-ups. The first one, what does the launch schedule look like for your branded generics business? Are you launching a few products each quarter? Do you expect there'll be a bolus of new products launched sometime in the near term? Samira Sakhia: So in our branded generics, we have a couple of products that are launching in Argentina in the next few months. So between the end of this Q to kind of first half of next quarter. These products will be relatively small. We have a pipeline, and it's in our pipeline table kind of when the timings of those launches will be but they pace over several years. I believe the earliest probably starts in '27. And we're really rebuilding that pipeline at this point in time. David Martin: Are these a couple in Argentina over the next few months, are they the first you've launched in a while? Or have there been others in previous quarters? Samira Sakhia: They're the first in a while. There's been a few that launched, but it would have been in smaller territories like a Chile, which basically provides cash flow, it's opportunistic. It's at market access. It provides us a tool when it comes to market access and negotiating with accounts relatively small, but again, good for the business. David Martin: Okay. And last question. The XBIs moved up about 20% in the third quarter. Knight's other financial assets were a little down. Can you walk us through the gives and takes on that? I would have expected maybe your financial assets would have increased. Samira Sakhia: I'm going to take a wing at it and then maybe Arvind can add. So our portfolio is venture cap funds. A lot of those assets are private companies, and we follow what the fund managers, the VC is doing to account for the write-downs or the write-ups. In the case of the assets that are in that portfolio, we do take an increase or decrease based on how they are performing in the public markets. And this quarter, we did have one of those assets on which there was a decline in the share price. We continue to monitor. It is -- it seems to be coming back. There may be a small write-up going into -- when we report Q4. Arvind, I'm not sure if you wanted to add anything. Arvind Utchanah: That's correct. And I would just add that some of the biotech do hold some public equities. And that too has been very volatile going up and down depending on the share price at the end of each quarter. Operator: The next question comes from Michael Freeman. [Operator Instructions]. Michael Freeman: Yes, one follow-up. I just wanted to ask how we should be thinking about SG&A moving forward? Do we expect things to be stable through the end of the year? And then, also, should we expect a ramp through 2026 as you are launching your slate of products? Samira Sakhia: So what I can say is that we are already in a lot of launch -- over this year, multiple things have been changing along the way. We've added a whole lot of portfolio, a whole lot of products that are in our -- in what we just signed needs promotion activities. As I said, in Q3, kind of due to integration, some of the activities were less than what would be normally in Q3. So as we go into Q4, where there is a full field force that is out in Canada, you can expect a bit of a rise. Going into next year, and again, we don't guide towards quarters, but we have JORNAY PM. JORNAY PM will continue to be part of that. It's launched mid-Q4. We have MINJUVI launching in Argentina. We have TAVALISSE launching in in Mexico, and we have a new portfolios that we just licensed ZYNYZ, Niktimvo. And again, there will be prelaunch efforts behind both of those products. We have MINJUVI follicular, which is a second indication for MINJUVI, that will be launching some point next year in Brazil. So we are building a great portfolio, and each one of these products requires investment. Operator: There are no further questions at this time. I will now turn the call over to Ms. Sakhia. Please continue. Samira Sakhia: Thank you, Lilly. Once again, thank you for the confidence in the Knight team and joining our Q3 2025 conference call. Have a great morning. Operator: Ladies and gentlemen, this concludes today's conference. You may now disconnect your lines at this time. Thank you for your participation.
Operator: Good morning, ladies and gentlemen, and welcome to the Baylin Technologies Third Quarter 2025 Financial Results Conference Call. [Operator Instructions] This call is being recorded today, November 6, 2025. I'll now turn the call over to Kelly Myles, Director of Marketing and Investor Relations of Baylin Technologies. Please go ahead. Kelly Myles: Hello, and welcome, everyone. Thank you for joining the call this morning to review our third quarter 2025 financial results. On the call today from Baylin are Leighton Carroll, Chief Executive Officer; and Cliff Gary, Chief Financial Officer. We will be available for questions at the end of the presentation. Before we begin, let me make it clear that our comments today may include forward-looking statements and information as well as answers to questions that could imply future expectations about the prospects and financial performance of the business for the rest of 2025 and beyond and include the use of non-IFRS measures. These statements are subject to risks, uncertainties and assumptions. Accordingly, actual performance could differ materially from statements made or information provided today, so you should not place undue reliance on them. We also do not intend to update forward-looking statements or information, except as required by law. I ask that you read our legal disclaimers and explanation of the use of non-IFRS measures and refer you to the risks and assumptions outlined in our public disclosures, in particular, the sections entitled Forward-Looking Statements and Risk Factors in our annual information form for the year ended December 31, 2024, and our other filings, which are available on SEDAR+. Our third quarter results were released after market close yesterday. The press release, financial statements and MD&A are available on SEDAR+ as well as our website at baylintech.com and otcmarkets.com. I would now like to turn the call over to Leighton. Leighton Carroll: Thank you, Kelly. As we indicated in our last earnings call, we foresaw softer market conditions in Q3 and discussed that. As a result, our top line revenue was $16.8 million. There actually were a couple of additional factors to that I'll talk about here in a second. We obviously did $22.5 million in Q2 of '25 and did $20.7 million in Q3 of '24. The decline was primarily driven by, in the case of our embedded business, a situation of an elevated customer inventory level in a key product, which caused lower order flow-through. And then secondly, we had a large amplifier package that was to ship in September. And in the month of September, and it was obviously going to be meaningful revenue in our satellite business, we wouldn't be talking about it. In September, they came to us and said, because of the importance of the system, it's for a U.S. DoD application, they wanted to delay shipment for 30 days, and they would pay us for additional burn-in or effectively testing time and keeping the systems powered on of that amplifier package. That moved -- clearly, you can't recognize revenue in that situation. That moved that revenue into October. And that was very material. So the number was actually a bit lower than I was anticipating because we had anticipated, particularly that Satcom business to have flown through. But it's -- when a customer asks you to do something like that, no, so you can make a number is probably not the right answer. Separately from that, and I think people know this about us, we've really always focused on how do we improve our margins and how do we operate efficiently. Gross margin on a percentage basis was 43.7% on the lower revenue. That comes to $7.3 million. Now obviously, that's a decrease year-over-year that pretty -- over $2 million, but conversely, because of that focus on, I would say, cost control, operational efficiency and what we're doing with product mix despite being in a little more of a challenging environment as we got to the back half of this year, our adjusted EBITDA was $0.6 million, which is only effectively $300,000 lower than the same period last year, understanding that the same period last year had substantially higher revenues than what we were -- what we produced in this quarter. Obviously, I'm not satisfied with this level of performance. But I do think it speaks to in the long term, and I do fully believe this, the business as revenues continue to rise, and this is part of where in the next -- as I get to the second half of what my speaking, I'll talk about '26, the improving margins and coming back to a growth profile if you're able to have this level of gross margins in a down environment, it kind of -- I like where we're going for next year still. With that said, I'll now hand it over to Cliff Gary to walk through the financial information, after which, obviously, I'll talk a little bit more. Cliff Gary: Thank you, Leighton, and good morning, everyone. The third quarter presented several challenges with revenue totaling $16.8 million, representing a 19% decline compared to the same period last year. This decrease was primarily driven by the lower demand and customer order pushouts in our embedded and Satcom business lines. Despite this, we maintained a gross margin of 43.4%, reflecting disciplined operational execution. We also made meaningful progress in cost control, reducing operating expenses from $9.1 million in Q3 of 2024 to $7.6 million in the current quarter, aided by lower incentive provisions and a continued focus on aligning costs with revenue levels. Adjusted EBITDA came in at $0.6 million, down $0.3 million year-over-year, while the quarter resulted in an operating loss of $0.3 million compared to a $0.4 million profit in Q3 of 2024. Finance expenses and fair value adjustments were $0.8 million lower, helping to narrow our net loss to $1.1 million, an improvement from the $1.4 million net loss in the same quarter last year. On the cash flow front, operating activities saw a modest outflow of $0.1 million, largely due to a $2.3 million escrow payment related to the 2018 Advantech acquisition. Excluding this payment, operating cash flow would have been a positive $2.2 million, driven by working capital reductions in response to lower revenue levels. This escrow payment was offset by the issuance of preferred shares for the same amount, resulting in a $1 million cash inflow from financing activities after debt and lease payments. We ended the quarter with $5.3 million in cash and cash equivalents, up from $3.7 million in Q3 2024 and $4.3 million at the end of Q2 2025. We remain fully compliant with our lending covenants. Our net debt decreased to $11.4 million, a 20% reduction from the prior year-end figure of $14.3 million, thanks to $2.8 million year-to-date cash generated from operations. While the quarter affected our prior guidance on business conditions, our ability to preserve margins, reduce costs and strengthen our balance sheet underscores the resilience of our business. These efforts position us well for future growth. With that, I'll now turn the call back to Leighton. Leighton Carroll: All right. Thank you, Cliff. Look, we said that the back half of the year, we foresaw that it was going to be softer. We obviously had a bang out Q2, right? And I would love that to be the case every quarter, but we saw this coming. We knew it wasn't going to be the case. And hopefully, you've heard, at least from some of the numbers, we took steps and took steps early to continue addressing cost structure and look at margin improvement and obviously, to try to run efficiently. Looking ahead, and I think I said this in the second quarter earnings, we actually anticipate similar results in the fourth quarter. Wireless Infrastructure remains strong, right? It is -- it was fascinating to see a business grow 40% in a very down market in '24. Budget was set higher and guess what, they're ahead of plan. That -- I don't see that stopping, and I like how that sets us up into '26. The challenge has been that we expected the softness in the embedded line. And then Satcom, the order flow has been at lower levels, and that's what is reflected in some of the overall backlog numbers. Despite these challenges, we remain firmly committed to our strategic pillars, executing market-driven strategies that make sense for us and deliver customer value, maintaining and continuing to focus on cost discipline, being very careful with how we prioritize and spend on R&D and focusing on revenue growth and margin enhancement. In the long term, I think these will serve us well. Encouragingly, we expect really '26, we'll see increased sales volumes from new and existing customers in our embedded line. We actually believe that as we get out of this year and get into next year that, that line will start to strengthen. I do expect -- and I'm actually very excited about some of the new technology that we're doing in infrastructure that we even have now just in trial and new use cases that are being open to us through our carrier partners. And if you haven't seen it, please take a look at what Deutsche Telekom produced. They actually produced a YouTube video, I've never seen this in my career, about one of our products and what it did for them in the Hockenheimring with 250,000 people, honestly, bananas. It tells me I think we are going in a really good place in infrastructure. And then obviously, we're looking at leaner operations and a more efficient cost structure in Satcom, coupled with the expectation we have a very large pipeline of bids currently. And given what's been happening in the industry, I actually think it's setting that business up for obviously, a better '26, but the plan is longer term, a more sustained, higher-margin operating business that will deliver to the bottom line. The wireless -- I'll talk about each of the businesses quickly. The Wireless Infrastructure business line really continued strong year-over-year growth. I mean, keep in mind that last year was a bang-out year. Seasonality in that business, this is not a Baylin thing. Wireless Infrastructure, Q4 is always a lower sales or revenue volume order. And easiest place to point to, Verizon shuts down their warehouses, they will not take any more order flow on December 15 as an example. So you got -- you start getting to the holiday period, you may get some higher ordering, but the fulfillment and ability to turn that to revenue typically has some seasonality to it. I do like where we are with what's going on in our multi-beam antennas. I do like what's going on as we're expanding globally. And obviously, you have someone like Deutsche Telekom do call you and say they want to do a press release and mention your company by name. Other European carriers, we actually had a Tier 1 English carrier reach out to us and say, that was very impressive. We've now quoted antennas for them. So I like the trend. I like where we're going, and I like some of the new technology. I do expect Wireless Infrastructure is going to clearly beat 2024 numbers and beat their budget, which is a cool thing. And given that it's the highest margin profile -- has the highest margin profile of our businesses, I like that this is going to continue to drive and help the company long term. The embedded line, it was softer Q3 '25 than it was last year. It's really around some customer pushouts. We had a program -- and it's a multiyear program, and it's actually -- they've told us it's coming back in '26, which is a positive, but it has been really down this year. Well, that was largely offset in prior quarters by a different program. that has been doing well. And we're having growth with other customers on other programs. But the second program that I mentioned, which has a nice profile to it, they ran the ODM, who we work with, ran into oversupply in Q3. What's interesting is they actually are starting to pull through orders again in Q4, but we do nevertheless think that the profile of that business will be down year-over-year for the entire year. With that said, the improvements in gross margin, both of you guys kind of know this, I'm a manager gross margin guy, which means manage your costs, get your pricing strategies right, seeing improved gross margins and what that speaks to and how you get there, I think it reflects very well on the embedded team and sets us up, hopefully, for a nice 2026. The satellite business, obviously, there's some -- have been some major changes, particularly in order flow. I've talked about that previously. The pipeline remains strong. We actually had a nice press release where some of our Genesis amplifiers, we had customer orders from a Middle Eastern broadcaster. Part of the reason -- there's an old saying you can't cost cut your way to success. You have to cut your cost and manage your costs, but you also have to innovate. The book, when the purchase orders were received to when the amplifiers were shipped, in that case, now, we obviously had the inventory in hand. There was a lot of things there, but that was 60 days. To put that in comparison, some of the legacy products would be 6 months or more. And being able to do that with -- over the course, and this is kind of the technology evolution in this product stack with less people and less complexity lends itself to higher margins in the long term. We're going through that transition now while we're taking cost out, given the lower order flow. Conversely, given what we're seeing in the pipeline and what we've seen out of some of our competitors, I like -- I do think that our pipeline is going to start converting as we get deeper into fourth quarter and certainly into Q1 of '26, which will allow this business to effectively come through a low point with some restructuring and get to a better place for the long term. That's effectively the vision for it. So obviously, lower performance this year. I think we've been pretty transparent about this. But given the focus on operating discipline and long-term outcome and that realistically, the performance of the business despite these challenges in '25 will look substantively similar, if not identical to '24, it basically means that we're continuing to do the things we need to do to improve the business, create that level of resiliency and get to further growth in '26 and beyond, which is, to be honest, what we foresee. I couldn't do this without our employees. They have to put up with me, my executive team and some challenging environments. And if you go back 4 years and a quarter when I walked in the door, they've been through a lot, but God bless them, we have a lot of talent and people who really believe in what we're building because a lot of what we do is cool and it matters. So I remain confident in our long-term outlook, and we're going to look on building on the places we're growing, fix things that need to be fixed and get them back to growth and go from there. With that, that concludes our formal remarks. Operator, we're happy to take any questions. Operator: [Operator Instructions] Our first question today will come from Daniel Rosenberg, Paradigm Capital. Daniel Rosenberg: My first question comes around this R&D spend and the product road map. I was wondering, as you think about your 3 main business lines, how you think about the product set and where you need to invest for future growth opportunities? Leighton Carroll: Yes. No, thank you, Daniel. Great question. So having a remarkable capacity for stating the obvious, we rightsize R&D to opportunity and growth, but that is different by different business. Wireless Infrastructure, I'm very thankful for our team of engineers just outside of Ottawa. Honestly, I think they're world-class. We are growing, and we are having some really interesting opportunities led by both the big 3 U.S. and the big 3 Canadian carriers and for different use cases, probably not a surprise, that is a place we are clearly going to continue to invest. And because of the growth and margin profile, a place that over time, I think you will see more engineering resources going into. The embedded team is very different. It's more, what I would say, programmatic. And the embedded team is not a product house, right? The embedded group, it's really a solution house that uses RF engineering to create, in some cases, very complex but high-quality RF solutions that are either embedded or part of another person's product. It's why there's a Charter Communications router these days, and we're working on one that has even more. But the one that's being produced today, it has 14 antennas in it, and it's a small box. That is a huge challenge to make that work and perform correctly, part of why we get used, but that's part of a program we've won. So the engineering spend is maybe perhaps less R&D and more solution driving into key revenue. It's not like we're developing an independent technology in that shop, if that makes sense. Hope I answered that right. Within the satellite business, it has been looking at the legacy products, and they could be at times difficult to produce and the internals of them could be, I would argue, overly complex, which for our team in Quebec meant it could be challenging. It was in some cases, more job shop working to produce something, this one is not the same thing I produced the last time. We've been spending our money there and the innovations there, not just to improve the products and the functionality, which is really where we're going in the Genesis line, but designed for manufacturability, common component architecture. But given where we've been in Satcom with the softness in revenue and needed changes in cost structure, we've effectively been addressing cost structure, direct labor side, some indirect, obviously, looking at fixed cost structures and how to address those. But while striving to preserve engineering talent on the road map to drive the new efficiencies and products, to me, that was the place to do it. We drive additional growth into that business, it will -- much like we're seeing on the wireless side, the infrastructure side, it will be opportunistic driven. Where we are right now, there's -- it's about driving efficiencies and where the puck is going, so to speak, whereas in infrastructure, we have some clear use cases where we need to go run at this now and apply our engineering talent there. I know that may have been a long-winded answer, but hopefully, that was -- gave you some insights. Daniel Rosenberg: I appreciate that color. So clearly, infrastructure, there's a big opportunity for you there and hence the focus. I just want to dive deeper on the Satcom. I'm just -- if we look past 12 months, like 2 years or 5 years for this business, I just think about the trends in defense spending and just geopolitics and all of that, is there opportunity for you guys to build a position there? Leighton Carroll: That's 100% part of the playbook. That is a great question. So stating the obvious, 2025 has certainly been a wonky year. But as things materialize through the year, it became very clear to us that Europe would start to pivot to more of a pronounced defense spending cycle. The U.S. is certainly going to continue to invest heavily in defense spending. But given what happened at the beginning of the year with DOGE, with [ tariffs ] and the customer instability that caused, we're obviously COSMO compliance. So we're tariff exempt for what we produce in Kirkland. But there was a lot of instability in the beginning of the year. And then you layer on Europe is now pivoting, and we -- as even I mentioned the amplifiers package, which is not immaterial that was delayed from Q3 to Q4. That's a defense spending application. We actually see the opportunities in defense spending for us rising. We actually have made changes in personnel in Europe to focus on defense spending and focus on unlocking other opportunities for us. And I do -- but the challenge is, particularly on the European side, we deal with government entities, and I wish they move fast, but that is not the reality. We do see defense spending becoming a higher component of what we produce, particularly in the, I would say, the back half of '26 to '27. But it's not like an immediate thing right now, which is effectively part of what we're seeing in the quarterly results. Daniel Rosenberg: And so the infrastructure opportunity, I was wondering if you could speak to just the playbook in terms of capturing kind of more share of some massive customers that you have. Could you just speak to -- is it about a road map of new products that gets incremental different programs? Or is it -- is there -- with the product set that you have now, just more purchases, more volume in terms of this 5G rollout that's happening? And maybe if you could just give some context into how you see this deployment cycle going? Like what inning are we in, in terms of small cells and 5G and the like? Leighton Carroll: Yes. So 5G is going to continue. We actually -- so I use North America as maybe a proxy. But if you roll back to, call it, '21, '22 and maybe the first 6 months of '23, there was a lot of spending in Wireless Infrastructure. Some of that was readjusting for COVID. You also had the dynamic in the U.S. of T-Mobile acquiring Sprint, retiring a network, putting new network assets up. You had AT&T and Verizon in that period deploying C-band assets. There was a ton of spending. 2024, even though there was continued spending on wireless networks, it was honestly the lowest capital spend market in the last 5 or 6. And I would argue dollar adjusted in the last 10. Well, we grew 40%. How did we do that? We grew by taking advantages of specific use cases, specific competitive advantages that we have been building into multi-beams and some of the things we do with specific small cells, even in-building wireless. If I go back to kind of that macro cycle, as we get to '25, '26, '27, most of what I've seen, and I agree with this is, it will be incrementally higher spending. So what typically happens every 10 years, there's a new G, right? So we started off with just analog cellular, then there was 2G, then there was 3G, then there was 4G around 2020. So like 3G was -- came out right around the year 2000, 4G 2010. 5G started just before 2020, but 2020 was really the kind of that we're starting to see more and more 5G. 2030 will be 6G. There's still a lot of discussion on what 6G will be. Is it going to bring AI into the network, network slicing, all these various permutations. But the one thing that is constant in each of these cycles is the data usage continues to grow unabated, it's actually 2 things. And Wireless carriers acquire and deploy new spectrum assets, right? You can look at AT&T's acquisition of EchoStar. They're not buying that not to deploy it. They're buying it because they need and want to deploy it, and they have a broader strategic vision for what they're going to do with that spectrum. And there's certainly a lot of calls even in the Big Beautiful Bill for more. How does that help us? What are those opportunities? So in the pure macro sense, investment in what we do will continue to happen, and it creates more opportunities to bring in new technology, deploy more wireless spectrum, add efficiencies to carriers. How that translates for us specifically and some of the things that we've been up to, right? We initially focused on stop when I got here, stop doing certain things, start doing certain things where we felt we could drive competitive advantage, but the use cases would matter to carriers. We've always been great in small cells. And by the way, even though I didn't talk about them, we continue to invest in them. Why is that? So we knew 2024 was going to be a terrible year for small cells. We grew in different ways. But we knew 2025, we'd start seeing it come back. Guess what, it has. Our balance by product type is really strong right now, probably the best it's ever been. We actually see as more data use comes out and new spectrum comes out, wireless carriers don't always want to deploy more and more cell towers. It's very expensive. Doing infill with small cells or upgrading existing small cells with additional spectrum, by definition, creates more opportunity for us because we're so strong in that space. Then when you get to the multi-beam technology, similar thing. Multi-beams was originally -- we started doing temporary deployments. And then it was for certain stadium applications. Then it was more -- now because wireless carriers and now, by the way, 3POs, like when I say it's a third-party operator, but that's the easiest proxies to that. And I'm not saying that with X or Y or Z, we're doing this specifically, but the American Towers, the Crown Castles, the SBA, the Boingos, the Boldyn, the Cellnex in Europe, guys like that, they actually own infrastructure assets that can include franchise -- everything from franchise rights to deploy small cells on behalf of carriers in a place like New York City to owning the rights to deploy a system in a stadium or a huge concert venue. And then obviously, tower assets. A lot of those guys are now using multi-beams because they see the value on that, and that is helping us capture growth. And then finally, we have 2 new use cases in wireless. I'm very excited about where -- just quickly, in a situation where a wireless carrier has a cell site that the amount of stuff they have deployed is getting saturated. We're seeing carriers now deploy our multi-beams as a more cost-efficient way to add capacity to those types of sectors. That's not going to stop. And that opens up lots of new sites for us, and it's actually pretty exciting. And then separately, we have another technology that is currently in trial that is solving another regulatory problem for wireless carriers. When we've been out and talking to wireless carriers about this, we actually had 7 -- just talking to the technology concepts 7 Tier 1 carriers ask us for trials. That doesn't happen unless they think you've got something. We are in the process of bringing that to market. We're starting in home field with the Canadian carrier as our trial customer. If that does what we think it will do, and it's -- we got to get the economics right. We got to get -- the functionality has to match what everyone thinks it will do. But if those things get right, that opens up a new growth opportunity. So the way that I think about it is the embedded business has been kind of the Steady Eddie business. It's never going to hockey stick up or down. The Satcom business has been a solid performer, but in the face of a downturn with a certain cost structure, it can -- it needs to have some improvements to it, and it takes time to do the innovation we needed to do there because of the complexity of the product. We're doing those things, but the growth engine for us has turned into the Wireless Infrastructure group. And I don't think that's going to stop. And that's where I like how it sets up for the future because I think what we're doing should continue to roll. Daniel Rosenberg: And just last question for me. As you think about that infrastructure opportunity, could you speak about the kind of operating leverage as volumes go up on the products you have, like once you're in procurement efficiencies around sales, just how we could think about, I guess, the incremental margin on that business? Leighton Carroll: Yes. No, great question. Look, if we get crazy volumes, will we need to add resources and capabilities? Yes, I'm sure. But it's not linear by any stretch. One thing that going through a turnaround like we have been doing these past few years is that you better get really freaking operationally efficient and yet effective or you die. And we have done that. It's the way I would describe it is we have levers we can pull at certain times on that growth, but we foresee that growth to be pretty efficient. Obviously, on your manufacturing and production side, scaling tends to be with the exception of your indirect and fixed costs, a bit more linear. And we'll obviously look to enhance that. But the core team and what we do, we don't -- that doesn't need to change materially. Obviously, growth will lean into new opportunities, either in engineering or adding sellers as appropriate. But it's clearly not linear, which means the business should continue to grow and ideally have margin growth. Conversely, we have had some situations where I had a Tier 1 U.S. carrier come to our business and say, these 3 specific models, we see these as high runners for us. And we want to set up a volume discount arrangement with you where if we get past, call it, $5 million, $10 million in orders, we get a discount on the overall purchase price, which effectively would lower the net margin for that product. It doesn't take a genius to say, okay, having a high percentage number on, say, $500,000 in sales versus a, call it, a -- it's not -- I'm not talking single digits, but more than 10 way less than 25. I obviously don't want to reveal anything, but a discount somewhere in that window at $10 million. You do the math, that is way more money to the bottom line. That's not percentage margin growth, that's raw margin growth. And at the end of the day, getting raw margin growth is the name of the game, but doing that in a way where you're still protecting what you do for your business. And that's hopefully philosophically gives you an aid. So I think over time, there may be -- we may not have the same raw percentage, but the idea is the bottom line number continues to roll and grow up. Operator: There are no further questions at this time. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.
Operator: Good morning, ladies and gentlemen, and welcome to Genworth Financial's Third Quarter 2025 Earnings Conference Call. My name is Lisa, and I'll be your coordinator today. [Operator Instructions] As a reminder, the conference is being recorded for replay purposes. [Operator Instructions] I would now like to turn the presentation over to Christine Jewell, Head of Investor Relations. Please go ahead. Christine Jewell: Thank you, and good morning. Welcome to Genworth's Third Quarter 2025 Earnings Call. The slide presentation that accompanies this call is available on the Investor Relations section of the Genworth website investors.genworth.com. Our earnings release and financial supplement can also be found there, and we encourage you to review these materials. Speaking today will be Tom McInerney, President and Chief Executive Officer; and Jerome Upton, Chief Financial Officer. Following our prepared remarks, we will open the call up for a question-and-answer period. In addition to our speakers, Jamala Arland, President and CEO of our U.S. Life Insurance business; Greg Karawan, General Counsel; Kelly Saltzgaber, Chief Investment Officer; and Samir Shah, CEO of CareScout Services, will also be available to take your questions. During the call this morning, we may make various forward-looking statements. Our actual results may differ materially from such statements. We advise you to read the cautionary notes regarding forward-looking statements in our earnings release and related presentation as well as the risk factors of our most recent annual report on Form 10-K as filed with the SEC. This morning's discussion also includes non-GAAP financial measures that we believe may be meaningful to investors. In our investor materials, non-GAAP measures have been reconciled to GAAP where required in accordance with SEC rules. Also, references to statutory results are estimates due to the timing of the filing of the statutory statements. And now I'll turn the call over to our President and CEO, Tom McInerney. Thomas McInerney: Thank you, Christine, and thank you for taking the time to join our third quarter earnings call this morning. Genworth reported solid net income of $116 million with adjusted operating income of $17 million or $0.04 per share. This quarter's results were driven again by strong performance from Enact, our mortgage insurance subsidiary, which contributed $134 million to Genworth's adjusted operating income. Our estimated pretax statutory income for our U.S. life insurance companies was approximately $68 million on a year-to-date basis through the end of the third quarter, including the net favorable impacts to annuities from equity market and interest rate movements. Genworth ended the quarter with a healthy liquidity position, holding $254 million of cash and liquid assets. Genworth continues to execute against our 3 strategic priorities. First, we continue to create value for shareholders through Enact's growing market value and capital returns earned through our approximately 81% ownership stake in the company. Enact remains a key source of cash to Genworth, fueling our share repurchases and growth investments in CareScout. In the third quarter, we received $110 million of capital returns from Enact, bringing us to a total of $1.2 billion received from Enact since its IPO in 2021. Enact announced yesterday that it now expects to return approximately $500 million of capital to shareholders this year, highlighting the continued strong performance of its business. Supported by these strong cash flows, we continue to execute our own share repurchase strategy through the third quarter. On September 18, we announced a new $350 million repurchase authorization, underscoring the Board's confidence in Genworth's strategy and financial condition. We've made strong progress returning capital through share repurchases at prices that, in our view, represent a discount to intrinsic value. Turning to our second strategic priority. We made additional progress in our self-sustaining and customer-centric LTC, life and annuity legacy businesses. In the third quarter, Genworth secured $44 million of gross incremental premium approvals with an average premium increase of 63%. Our multiyear rate action plan has achieved $31.8 billion in net present value since it began in 2012, driven primarily by benefit reductions and premium increases. The MYRAP continues to be our most effective lever for stabilizing our legacy books of business. As we've said recently, we continue to expect approvals to be smaller this year versus last year in alignment with our plans. Finally, we continue to drive future growth through CareScout. CareScout has made several important announcements in recent weeks as we execute on our strategy to build a comprehensive agent care platform that helps people understand, find and fund the quality of long-term care they need. In CareScout Services, we're maintaining a rapid pace of network expansion. The CareScout Quality Network now includes over 700 providers with more than 950 locations nationwide, covering over 95% of the U.S. population aged 65 and older. This quarter, we continued to add providers in high-demand markets and areas where we can further strengthen the network. Each provider meets CareScout's rigorous credentialing standards, ensuring quality and consistency for consumers who rely on our services. CareScout Services achieved another strong quarter of matches between LTC policyholders and CQN home care providers. We have now achieved more than 2,500 matches year-to-date through October across 48 states, exceeding our original match goal for the year. We now expect to finish 2025 with over 3,000 matches. The CareScout Quality Network has expanded access to consumers in all 50 states and anyone searching for home care can visit carescout.com to filter by location and care needs to connect with quality providers. As CareScout's network expands and brand awareness grows, we expect increased utilization for consumers as well as a higher share of Genworth's long-term care claimants to choose CQN providers. This will help policyholders stretch every benefit dollar further and generate claim savings for Genworth over time. We also continue to work with other insurance carriers managing their closed LTC blocks. Two pilot programs are in progress, and we are in various stages of engagement with 3 other LTC insurers. We also took an important strategic step with the acquisition of Seniorly, a leading platform with a large network of senior living communities that help families with care planning and placement through its growing adviser network. The transaction has now closed and our focus is on integration to enhance and extend our value proposition to millions of aging consumers navigating aging and care decisions. As we expand the CareScout Quality Network to span across both home care and assisted living, we can help a growing number of older adults who can no longer live alone and are seeking assisted living options. The acquisition also accelerates our expansion into the direct-to-consumer channel, allowing us to reach more aging adults and families beyond Genworth's policyholder base. Seniorly attracts thousands of consumers every month who are exploring different aging care solutions, including senior living options. Based on their individual needs, we can now connect these consumers to the full range of CareScout offerings from personalized care plans to our national network of home care providers and assisted living communities. Over the years, Seniorly has developed deep expertise in combining technology with a human touch to guide families through the aging journey. This approach aligns perfectly with CareScout's mission to deliver high-quality personalized support to families navigating long-term care decisions. We believe the strong strategic and cultural alignment positions CareScout for continued growth and leadership as we build a trusted aging care platform of the future. As the CareScout Quality Network expands to include assisted living communities, we will shift to a revenue model that is different from home care services. Unlike our ongoing discount structure for home care services, CareScout will earn a onetime placement fee when a customer successfully moves into the contracted community. This model is in line with how the broader industry operates. Through this transition, our consumer value proposition around quality, price and service remains in place. We anticipate having a diversified group of communities in the network along different price points to enable more choice for consumers. As our care teams help aging consumers find the right community and the level of care for them, we look forward to helping families avoid unnecessary spend and enable more stable claim patterns for insurers. In parallel with expanding the network, we're scaling additional fee-for-service offerings that generate a growing stream of recurring revenue. Our new care plans product launched in the second quarter continues to gain momentum with consumers and B2B audiences. For a fee of $250, consumers receive a virtual evaluation with a licensed nurse and a personalized care plan outlining practical strategies and local resources to support their aging journey. We plan to launch an in-person evaluation option in the fourth quarter. Over time, we expect to expand both the range of services CareScout offers and the number of customers we serve. Turning to CareScout Insurance. We advanced our strategy to roll out innovative funding solutions that address the rising need for long-term care. On October 1, we launched Care Assurance, CareScout's inaugural stand-alone LTC insurance product. This marks a foundational milestone for CareScout's insurance business with the product now approved in 37 states with additional approvals pending. The CareScout Assurance product is easy to understand and features customizable levels of coverage, inflation protection and individualized policyholder experiences. It also provides access to the CareScout Quality Network for trusted sources of care and blends coverage with personalized service, enabling policyholders to maximize the value of every benefit dollar. We have designed the product to reduce risk, provide attractive returns and minimize the need for future premium increases. Looking ahead towards future offerings, our next product will be an innovative hybrid LTC design that pairs a minimum LTC benefit with low-cost equity funds for accumulation. We're also advancing worksite and association group offerings to broaden distribution through employers and other partners, and we hope to bring these products to market in the near term. As we have said before, from a capital standpoint, our initial 2025 investment of $85 million represents the majority of our planned investment in CareScout Insurance over the next few years. Future capital contributions may vary based on sales level and mix in addition to investment performance and operating expenses. From services to insurance, CareScout is building a human-centered tech-enabled platform designed to simplify and dignify the agent journey. We will continue to grow organically and evaluate select inorganic opportunities as we add care settings, products and customers. Next, I'll provide a quick update on the AXA litigation. As noted last quarter, the U.K. High Court in July issued a favorable judgment holding Santander liable for losses related to the misselling of payment protection insurance. In October, Santander was granted permission to appeal the judgment. We continue to expect this process to take 12 to 18 months and remain confident in AXA's position. If the ruling is upheld, we expect to recover approximately $750 million, subject to exchange rates at that time. And recoveries are not included in our capital allocation plans, but if and when funds are received, we will look to deploy them in line with our priorities, investing in CareScout, returning capital to shareholders and reducing debt. Before I turn the call over to Jerome, I'd like to acknowledge the introduction of the supporting our Seniors Act bipartisan legislation authored by Senator Jacky Rosen of Nevada and Senator John Boozman of Arkansas. This measure will create a national Advisory Commission to assess and provide the Congress specific recommendations on how to improve long-term care service delivery, affordability and workforce adequacy. This legislation uses long-term care needs through a comprehensive lens, echoing the philosophy of CareScout, which helps aging Americans at every step of the process to understand, find and fund the long-term care they need. I'm encouraged by policymakers' increasing attention towards addressing the growing demand and cost for long-term care in the United States as the 70 million baby boomers age and we will continue to work with congressional and other leaders to help advance responsible solutions that meet the moment. In closing, we're pleased with the strong progress we've made across Genworth's 3 strategic priorities, supported by Enact's performance. We're confident in our ability to maintain this momentum and deliver on our objectives going forward. Jerome Upton: Thank you, Tom, and good morning, everyone. We continue to build on our solid foundation, enhance our financial flexibility and execute on our strategic priorities. Enact once again delivered robust operating performance and maintained a strong capital and liquidity position. We also advanced our multiyear rate action plan, made significant progress advancing CareScout and continued to return capital to shareholders. I'll start with an overview of our financial performance and drivers, followed by an update on our investment portfolio and holding company liquidity before we open the call for Q&A. As shown on Slide 9, third quarter adjusted operating income was $17 million, driven by Enact. Our long-term care Insurance segment reported an adjusted operating loss of $100 million, driven by a remeasurement loss primarily related to unfavorable actual variances from expected experience or A2E. The unfavorable A2E of $107 million pretax was driven by lower terminations and higher benefit utilization. As we previously noted, in 2023 and 2024, we saw an average quarterly loss of approximately $65 million in LTC related to A2E. While results can vary quarter-to-quarter, we still expect full year performance could track closely to that historical average. As a reminder, these GAAP fluctuations do not impact our cash flows, economic value or how we manage the business. Life and Annuities reported adjusted operating income of $4 million in the third quarter. This included an adjusted operating loss of $15 million in life insurance, which improved versus the prior quarter and prior year due to favorable mortality, offset by adjusted operating income of $19 million from annuities. Corporate and Other reported an adjusted operating loss of $21 million for the third quarter, including a $7 million valuation allowance reduction on certain deferred tax assets. Excluding this item, results were consistent with the prior quarter and prior year, reflecting continued investment in CareScout and ongoing holding company debt service. Now taking a closer look at Enact's third quarter performance on Slide 10. Enact delivered $134 million in adjusted operating income, down slightly versus the prior quarter and down 9% versus the prior year, reflecting a lower reserve release. Primary insurance in force grew slightly year-over-year to $272 billion, supported by new insurance written and continued elevated persistency. As shown on Slide 11, Enact's favorable $45 million pretax reserve release drove a loss ratio of 15%. Enact's estimated PMIER sufficiency ratio remained strong at 162% or approximately $1.9 billion above requirements. Genworth's share of Enact's book value, including AOCI, has increased to $4.3 billion at the end of the third quarter, up from $4.1 billion at year-end 2024. This book value growth includes the significant capital returns to Genworth, including $110 million returned in the third quarter. Looking ahead, Enact continues to operate with solid business fundamentals and a strong balance sheet. Enact has recently taken several actions to further enhance its capital and financial flexibility. During the quarter, Enact secured a new forward quota share reinsurance agreement covering the 2027 book year and executed a new $435 million 5-year revolving credit facility. In October, Enact secured an excess of loss reinsurance agreement, also covering a portion of the 2027 book year. With these actions, underscoring the business' commitment to continuing to build financial flexibility, Enact remains well positioned to navigate the uncertainties in the macroeconomic environment. As Tom mentioned, Enact now expects to return a total of approximately $500 million to its shareholders in 2025. Based on our approximate 81% ownership position, we expect to receive around $405 million from Enact for the full year, up from our prior estimate of $325 million. Turning to long-term care insurance, starting on Slide 12. We continue to proactively manage LTC risk and maintain self-sustainability in the legacy U.S. life insurance companies. Our multiyear rate action plan or MYRAP, continues to be our most effective tool for reducing tail risk in LTC. As of the end of the third quarter, we have achieved approximately $31.8 billion of in-force rate actions on a net present value basis. Rate increase approvals this year have been lower than recent years as expected, given large approvals in prior years, but we do anticipate higher approvals in the fourth quarter than we have received on a quarterly basis so far this year. As part of the MYRAP, we offer a suite of options to help policyholders manage premium increases while maintaining meaningful coverage and to enable us to reduce our exposure to certain higher cost benefit features such as 5% compound benefit inflation options and large lifetime benefit amounts. About 61% of policyholders offered a benefit reduction have elected to do so, lowering our long-term risk. These initiatives have helped reduce our exposure to individual LTC policies. with the 5% compound benefit inflation feature decreasing notably to approximately 36%, down from 57% in 2014. In addition to the MYRAP and other benefit reduction strategies, we're reducing risk in innovative ways, including through the CareScout Quality Network and our Live Well | Age Well intervention program, which deliver value for policyholders while also driving claim savings over time. As we said before, we are committed to managing the U.S. life insurance companies as a closed system, leveraging their existing reserves and capital to cover future claims. We will not put capital into the legacy life insurance companies and given the long-tail nature of our LTC insurance policies with peak claim years still over a decade away, we do not expect capital returns from these companies. Slide 13 shows statutory pretax results for the U.S. life insurance companies with a loss of $12 million for the quarter. The LTC loss of $75 million reflected new claims growth as the block ages and higher benefit utilization. Earnings from in-force rate actions of $337 million were up from $322 million in the prior year, excluding the impact of the legal settlements, reflecting continued strong progress on the MYRAP. As a reminder, the prior year included an $88 million benefit from the implementation of the LTC legal settlements, which are now complete. Life Insurance reported a loss of $2 million, including a benefit from favorable mortality in the quarter, and our annuity products reported income of $65 million, reflecting the net favorable impact of equity market and interest rate movements in the quarter. The consolidated risk-based capital ratio for Genworth Life Insurance Company, or GLIC, is estimated to be 303% at the end of September, down slightly since the end of June as the statutory loss was offset by unrealized investment gains. GLIC's consolidated balance sheet remains sound with capital and surplus of $3.6 billion as of the end of September. Our final statutory results will be available on our investor website with our third quarter filings later this month. As we look ahead, I'd like to discuss our approach to this year's annual assumption review, which will be completed in the fourth quarter. While our review is still ongoing, we have been monitoring key trends and can provide some preliminary perspectives. In LTC, our review is primarily focused on short-term trends and key assumptions such as benefit utilization, incidents, terminations and in-force rate actions, which include benefit reduction initiatives. We face pressure from higher benefit utilization and cost of care inflation. We will evaluate this pressure relative to the tailwinds of additional premium rate increases and benefit reductions as well as other initiatives, which will reduce the overall impact in the aggregate. For our life and annuity products, we are reviewing mortality, lapse rates and the potential impacts of the recent changes in interest rates. In parallel with the assumption review, we are conducting statutory cash flow testing for our life insurance companies. While this process is not yet complete, our initial assessment indicates that GLIC margin should remain positive. We will discuss the results of our assumption reviews and statutory cash flow testing on our fourth quarter earnings call. Turning to Slide 14. We continue to see solid performance from our investment portfolio, where the majority of our assets are investment-grade fixed maturities held to support our long-duration liabilities. New cash flows invested in our life insurance companies during the quarter, including alternatives, achieved yields of approximately 6.8%. Our alternative assets program, which is largely focused in diversified private equity investments and has targeted returns of approximately 12% continues to deliver strong results. In the quarter, we saw strong mark-to-market increases on these assets, which was a key driver of our net income, representing a significant portion of our net investment gains in the quarter. We remain focused on growing this program prudently within regulatory limitations due to its robust track record of returns, diversification benefits and natural fit with long-term liabilities. Next, turning to the holding company on Slide 15. We received $110 million in capital from Enact and contributed the remainder of our initial capital investment of $85 million into the new CareScout insurance company. We ended the quarter with $254 million of cash and liquid assets. When evaluating holding company liquidity for the purpose of capital allocation and calculating the buffer to our debt service target, we exclude approximately $145 million cash held for future obligations, including advanced cash payments from our subsidiaries. Turning to capital on Slide 16. We continue to expect to invest approximately $45 million to $50 million in CareScout services in 2025 as we continue to build out the platform. This investment will go towards adding new products and customers, establishing a strong foundation to scale the business. This total excludes our payment of approximately $15 million for our strategic acquisition of Seniorly, which was funded from our existing holding company cash in the fourth quarter. Moving to shareholder returns. As Tom mentioned, we're very pleased that the Board authorized a new share repurchase program of $350 million. We repurchased $76 million of shares in the third quarter at an average price of $8.44 per share and another $29 million in October. For the full year 2025, we now expect to allocate between $200 million to $225 million to share repurchases. This range may vary depending on business performance, market conditions, holding company cash and our share price. We will continue to create value for shareholders through our share repurchase program. Our holding company debt stands at $790 million, and we have financial flexibility given the strength of our balance sheet and sustainable cash flows from Enact. We maintain a disciplined capital structure with a cash interest coverage ratio on debt service of approximately 7x. As Tom discussed, Santander's request for an appeal in the AXA Santander litigation has been granted. If the appeal is favorably resolved, Genworth still expects to recover at that time approximately $750 million, subject to movements in foreign exchange rates. We do not expect to pay taxes on this recovery. The new share repurchase authorization and updated share buyback guidance do not factor in any proceeds from the AXA litigation. If received, such proceeds could support incremental shareholder returns. Our capital allocation priorities remain unchanged. We will continue to invest in long-term growth through CareScout, return cash to shareholders through our share repurchase program when our share price trades below intrinsic value and opportunistically retire debt. In closing, we are delivering on our strategic priorities while proactively managing our liabilities and risk. The multiyear rate action plan and additional risk mitigation strategies are ensuring the self-sustainability of the legacy LTC block, and we will continue to focus on delivering sustainable long-term growth through Enact and CareScout while returning meaningful value to shareholders through share repurchases and opportunistic debt retirement. Now let's open up the line for questions. Operator: [Operator Instructions] It appears there are no questions at this time. Ladies and gentlemen, I would now turn the call back over to Mr. McInerney for closing comments. Thomas McInerney: Thank you very much, Lisa. And I want to thank everybody for joining the call today and for your continued interest in Genworth. And I'll turn the call back over to Lisa. Operator: And our first question comes from Pete Enderlin with MAZ Partners. Peter Enderlin: Yes. Okay. Well, first of all, congratulations on the way you've continued to manage all the multiple complicated moving pieces of this whole strategic picture. But second -- and this is kind of a hard question to ask and answer, I guess, but is there any meaningful way you can talk about the ultimate strategic long-term resolution of the LTC situation for the company? I mean you've done a lot to improve it itself and also your approach to it with the new operations you're undertaking. But if you look out, I don't know, 10, 20 years, whatever, where does that thing end up in relation to Genworth itself? Thomas McInerney: So Pete, that's a significant question. And I would say, one, we continue to focus on making sure of the self-sustainability of the legacy life companies, and we're making significant progress with premium increases and benefit reductions. Second, as one of the slides shows, there are 71 million Americans 65 and older. There are 70 million baby boomers, 95% of whom do not have long-term care insurance. So CareScout Services is really designed to work with them if they do end up with long-term care disabilities and the projection is that 2/3 of baby boomers, Americans when they reach their 80s will have need for long-term care. CareScout Services is well positioned to help them assess what their care needs are, come up with care plans, and we've talked about the pricing on those and then refer those who need care to either our home care quality network or the assisted living communities. And obviously, the Seniorly acquisition really significantly expanded that network by about 3,000. So I think it's a huge market because of the aging baby boomers. And there are not a lot of players left today in the LTC space. So we think it's a big market. We're well positioned both on the service side, helping people decide how much care they need and where to get it. And then we offer discounts and incentives. And then on the insurance side, we have our first product that we are launching now, and there's a number of products that will be developed and brought to the market starting in the first quarter. So we're very optimistic given the size of the market, our 50 years of expertise in the market and the 2 CareScout units that we're very well positioned to take advantage of a big and growing need for Americans needing to figure out what care they need, find the care and then have us provide funding solutions for them. Peter Enderlin: Is it too simplistic to say that the legacy LTC business is basically going to be a runoff and then the rest of it would be a stand-alone business that could eventually be literally separated from Genworth itself? Thomas McInerney: So we're -- the new CareScout businesses are not connected to the legacy Genworth companies, they are owned, obviously, by the parent. And so yes, I mean, for the legacy business, it's a runoff, it's a long runoff because probably of the 1 million policyholders we have individual and group that runoff will be 30 years or more. But all the CareScout opportunities are in a separate business that will be run managed separately. And to your point, Pete, it will be able to stand on their own separate apart from the legacy LTC company. Operator: [Operator Instructions] We'll take our next question from Ross Levin with Arbiter. Ross Levin: My question is, at one point, you were generating some statutory income out of the legacy life or long-term care business. It seems like that's flipped to slightly negative over the last several quarters. Could you just talk -- I know it's small numbers in the context of the whole, but could you just talk about what's driven the transition to somewhat negative statutory earnings? Thomas McInerney: Sure. Jerome, do you want to handle that? Jerome Upton: Ross, thank you for the question. I would just highlight from a statutory income perspective, the biggest driver right now of the pressure that we're feeling is long-term care, and that's where the pressure is normally coming from. And the driver of that is basically we continue to see claims go up, and we continue to see pressure from benefit utilization. And what we do with that is we take all of that and we prioritize that and put that in our multiyear rate action plan, and we've been executing very, very well against our multiyear rate action plan, which provides some offset. But there's no doubt there's pressure from a long-term care perspective because of the claims. And those claims will continue to increase over the next several years because we've got some large blocks that are maturing. That's the biggest driver. Number two, life has been pressured from a mortality perspective, and that pressure has continued to come through. That has been offset in part because of the strength in the equity markets with our annuity program. So we have annuities, which when the equity markets go up, we get -- have some favorability that come through our statutory earnings. The one thing that I will -- and also the one thing I would highlight is we had legal settlements coming through in the prior year, which tamped down the pressure that we felt in LTC. And now those legal settlements are complete. The one thing from a U.S. Life perspective, we focus on the MYRAP. That business, we have told our investors that we are not going to put money in the business. We're not going to take money out of the business. We're focused on closing that gap with a multiyear rate action plan, and we're telling our investors to value the business at 0. Ross Levin: Yes. Understood. I guess to the extent that maybe several quarters ago or a year or 2 ago, someone might have felt you were getting ahead of things in terms of being able to generate some statutory income via some of the modifications you were able to negotiate with your state regulators. Like why -- what has caused us to sort of fall behind the curve again, if that makes any sense or... Jerome Upton: So Ross, you may -- there's a couple of things that I would highlight for you. Number one, several years ago, COVID was a highly pressured situation overall geographically in the population. But it created additional terminations or deaths that came through, and we saw some favorability or profitability that came through during COVID. That's number one. That is behind us now. Number two, we had some settlements, some very large settlements that came through that also increased our earnings or tamped down the pressure that we're feeling. And those are now gone, and we're seeing some of the larger books that we have in our in-force block and our LTC in-force block coming through and claims are going up. Thomas McInerney: The only thing I would add to that, Ross, is I do think you are going to see quarter-to-quarter variation. There'll be some quarters where we'll have statutory earnings. Usually, the first quarter of the year is a good one these claim terminations are higher than other quarters. It's always hard to predict when states, particularly large states, will grant premium increases. And so depending on the timing of that, it could impact quarter-to-quarter results. In addition, we have a significant plan to continue to be successful in getting benefit reductions. I think what the slides show that we're at 60%, 61% have taken a benefit reduction. That also helps. So I think over the long run, the statutory income will -- I think of it as breakeven. There will be quarters that will be positive, quarters negative but breakeven over time. And we really do depend on the MYRAP premium increases, benefit reductions. I think over time, we've done extremely well and certainly compared to others in the industry. But it is going to continue to be the case that from a statutory perspective, quarter-to-quarter, there'll be positive quarters and negative quarters. But overall, as Jerome said, we value the business as we think we'll be able to ultimately achieve through the MYRAP enough premium increases, benefit reductions to pay all the claims that we forecast going forward. Ross Levin: Okay. So if you achieve your ambition in terms of the MYRAP, you would not expect to ultimately generate statutory income out of the legacy long-term care block? Thomas McInerney: Well, I think we look at that as the premium increases and benefit reductions will allow us to be at breakeven going forward and be able to pay all the claims that we project. Operator: It appears that there are no questions at this time. Ladies and gentlemen, I will now turn the call back over to Mr. McInerney for closing comments. Thomas McInerney: Thank you very much, Lisa, and thank you to Pete and Ross for those questions. I think they are very good questions, and hopefully, we addressed them well. Thank you to all of you joining the call today. We appreciate your interest and your ownership in the company and look forward to catching up with you when we release the fourth quarter results in February. And with that, Lisa, I'll turn the call back to you to close out the call. Operator: Ladies and gentlemen, this concludes Genworth Financial's Third Quarter Conference Call. Thank you for your participation. At this time, the call will end.
Operator: Good day, and thank you for standing by. Welcome to the WSP Global, Inc. Third Quarter 2025 Results Conference Call and Webcast. [Operator Instructions] Please note that today's conference is being recorded. I would now like to turn the conference over to your first speaker, Quentin Weber from Investor Relations. Please go ahead. Quentin Weber: Thank you, and thank you for joining our call today. We will discuss our Q3 2025 performance followed by a Q&A session. Alexandre L'Heureux, our President and CEO; and Alain Michaud, our CFO are joining us this morning. Please note that this call is also accessible via webcast on our website. During the call, we will make forward-looking statements. Actual results could differ from those expressed or implied. We undertake no obligation to update or revise any of these statements. Relevant factors that could cause actual results to differ materially from those forward-looking statements are listed in the MD&A for the quarter ended September 27, 2025, which can be found on SEDAR+ and on our website. In addition, during the call, we may refer to specific non-IFRS measures. These measures are also defined in the MD&A for the year ending December 31, 2024. Our MD&A includes reconciliations of non-IFRS measures to the most directly comparable IFRS measures. Management believes that these non-IFRS measures provide useful information to investors regarding the corporation's financial condition and results of operations as they provide additional critical metrics of its performance. These non-IFRS measures are not recognized under IFRS, do not have any standardized meaning prescribed under IFRS and may differ from similarly named measures reported by other issuers and accordingly, may not be comparable. These measures should not be considered as a substitute for the related financial information prepared by IFRS. With that, I will now turn the call over to Alexandre. Alexandre L'Heureux: Thank you, Quentin, and thank you all for joining us today. Let me start by saying that WSP underlying performance was strong in the quarter. Net revenues, adjusted EBITDA and adjusted net earnings increased by approximately 16%, 20% and 32%, respectively, despite continued fluid market dynamics. Among other things, our results highlight very robust margin improvement, strong free cash flow generation and exceptional performance from POWER Engineers as we celebrate the first year of the closing of the acquisition. Let me now expand on 3 key highlights. First, a few comments on our top line performance. If you turn to Page 5 in today's investor presentation, we highlight a healthy underlying business performance with mid-single-digit organic growth for the quarter. In fact, across our 3 largest segments, Canada, the Americas and EMEA, we delivered mid- to high single-digit organic growth when isolating the impact of a significant project upside in Canada in Q3 2024 and the historical high level of storm-related assignment in the U.S. in Q3 2024 versus the historical low level of such assignments in Q3 2025. In Asia Pacific, we are observing early signals of improvement, including healthy growth in backlog and in New Zealand delivering modest organic growth in net revenue, a first in the last 5 quarters. Second, on profitability. Adjusted EBITDA increased by almost 20% in dollar terms during the quarter. We reached a record high margin at 20.2% representing an improvement of 70 basis points for the quarter and 50 basis points over the 9-month period, supported by continued focus on productivity. In addition, our solid results reflect the absorption of optimization and rightsizing costs, which impacted margin by 30 basis points in the third quarter and 40 basis points year-to-date. Third, I am very pleased with our cash performance, a continuation of our first 2 quarters. Free cash flow reached almost $900 million for the 9-month period, an increase of $645 million compared to last year. DSO stood at 71 days within our targeted range at historical low level for third quarter. We are well on track to exceed our 100% conversion target of annual free cash flow to net earnings. Let's now review our regional operation. Starting with Canada. Net revenue organic growth reached 6% for the quarter when adjusted to exclude the impact of a favorable project in Q3 2024. Looking at the next -- at the year-to-date performance, the region delivered a healthy net revenue organic growth of 7%. Canada delivered an impressive margin of 27.8%, representing a 100 basis point increase compared to Q3 2024 and leading margins across our global platform. Lastly, Canada's backlog grew 15% organically since the beginning of the year. In the Americas, net revenue organic growth stood at 6.6% when adjusting for the lower level of emergency response services in the United States, a standout contributor to our performance in the U.S. and not included in the 6.6% just stated has been POWER Engineers, which posted net revenue organic growth in the mid-teens in both the third quarter and the first 9 months of 2025. Moving to EMEA. Performance exceeded expectations in the U.K. with 11% net revenue organic growth driven by strong positioning as a Tier 1 player in the country. The Nordics showed encouraging signs of improvement, supported by growing backlog, specifically in Sweden. Overall, EMEA delivered 6.4% net revenue organic growth for the quarter and 4.8% year-to-date. Turning to APAC. New Zealand posted modest growth in the quarter, and the backlog has increased significantly year-to-date. In Australia, we are seeing the backlog trending upward, although some clients' decision are affecting its accessibility. Now let's move to M&A. On October 9, we closed the acquisition of Ricardo, a milestone that marks an important step that moves us closer to our strategic ambitions. Ricardo brings world-class expertise in advisory, energy addition and transition, air quality, water solutions and rail strengthening our position in the U.K., Australia and the Netherlands. Our teams are actively engaged in integration activities, including setting up different work streams of importance, our clients' teams are coming together to assess net revenue opportunities. Moving on to POWER Engineers, Q3 marked the first anniversary of our firms coming together, a milestone defined by exceptional results, strong execution and accelerating demand for power and energy services. Over the past year, POWER Engineers has delivered organic growth in net revenue in the mid-teens and is now contributing to WSP margin expansion. From the outset, we recognized a significant potential for revenue synergies. Since the acquisition, that potential has translated in action. Together, we have built a robust pursuit pipeline exceeding $1.4 billion, actively tracking synergies across more than 300 opportunities. One year later, we are proud of the remarkable progress we have made together. Now let's briefly discuss our end markets. Our overall Power and Energy business is performing very well, and our backlog has grown steadily over the past 2 years, reflecting strong market demand for power and energy-related services. This momentum extends to our property and buildings business, which delivered strong results in the AI and the cloud infrastructure sectors. In Q3 2025, we secured data center project wins across the U.S.A., Canada, Chile, Sweden, Norway, Thailand, Australia and Singapore, underscoring our leadership in the global data center market. At the same time, in the commercial real estate market, we are gaining traction in refurbishment and retrofit projects, driven by rising office occupancy and the urgent need to upgrade assets at risk of becoming stranded, further reinforcing our premier position in this space. Meanwhile, our Earth & Environment business continues to see strong demand globally for permitting new energy assets, including power lines, nuclear facilities and hydrogen pipelines. In contrast, some clients have chosen to defer capital projects, which influence the pace of our field season, specifically in Canada and in the U.S. On the Transportation & Infrastructure front, Aviation continues to experience a strong post-pandemic recovery with airports worldwide investing heavily in expansion program, and we recently secured a single mandate to expand Heathrow Airport, which is operating at capacity and undertaking an extensive improvement to meet the mid-21st century air transport demand. Another key win during the quarter was WSP confirmed participation in the Toronto Pearson Airports accelerator program, which delivers vital upgrades and airport assets. Rail and transit remain in demand, and we celebrate 2 major wins this quarter. The Eglinton Crosstown West Extension Station Rail and system contract in Canada and the Uppsala light rail project in Sweden, a 17-kilometer new line valued at $1 billion that support the city climate neutral initiative. In the United States, investment in asset renewal continues highlighted by our recent mandate to modernize the Briarcliff-Peekskill Parkway in Westchester County, New York. This environmental assessment aims to enhance safety and resilience for this 13-kilometer corridor amid evolving climate requirements. Overall, we see continued momentum and positive momentum, but let me state the obvious. We are currently evolving in fluid market dynamics, including, amongst other things, shifting client priorities and evolving geopolitical context. Despite this reality, our key markets are performing well, industry trends remain current and our performance underscores the resilience of our diversified platform and the strength of our execution. Now over to you, Alain. Alain Michaud: Thanks, Alex, and hello, everyone. I'm very pleased with our results this quarter. For the third quarter, revenue and net revenues increased by approximately 14% and 16%, respectively, displaying solid performance and healthy underlying fundamentals. The increase was attributable to acquisition growth of 10.1% and organic revenue growth of 3.7%. POWER Engineers continue to demonstrate strong growth with a mid-teens organic growth rate compared to Q3 2024. And as a reminder, starting in Q4, POWER Engineers will contribute to our organic growth. Backlog reached $16.4 billion, up 10.6% in the 12-month period, representing approximately 11 months of revenue and a book-to-burn ratio above 1. Moving on to profitability. Adjusted EBITDA in the quarter amounted to $700 million, compared to $585 million in the third quarter of 2024, an increase of approximately 20%. Of interest, we are very proud of the significant milestone reached this quarter with adjusted EBITDA margin reaching a record high of 20.2%, compared to 19.5% in Q3 2024, an increase of 70 basis points, mainly due to our continued focus on productivity. And excluding optimization and restructuring costs, our margin increased 100 basis points in the quarter. Adjusted net earnings for the quarter reached approximately $370 million or $2.82 per share, up 32% and 26% respectively compared to the third quarter of 2024. The increase was mainly attributable to higher adjusted EBITDA and upside in tax expenses and financing costs. As for our cash position, I'm particularly pleased with our continued performance and cash flow generation. Free cash flow was approximately $890 million for the 9-month period ended September 27, 2025, representing an improvement of $645 million compared to the corresponding period in '24. The trailing 12 months of free cash flow totaled $1.5 billion, representing 1.7x net earnings attributable to shareholders. This strong outcome reflects our ongoing focus on working capital management and optimization under our new ERP platform. DSO stood at 71 days on September 27, 2025 compared to 80 days last year, a record for a third quarter. Net debt to adjusted EBITDA ratio stood at 1.4x, which is within our target range of 1 to 2x and allow us to appropriate -- with the appropriate flexibility to deploy capital. On our ERP program, the 2025 deployment proceeded as planned, and we're now preparing for 2026, which will result in 95% of our platform under the new ERP with key regions and entities, including POWER Engineers, Ricardo, Australia, New Zealand and Sweden set to come on board. This milestone represents a critical step in the evolution of our support function. And once fully implemented, these changes will enable us to unlock further efficiencies across the organization, and serve as an additional lever for margin expansion over time. Regarding our financial expectations for the year, we have revised and increased our 2025 financial outlook with net revenue now expected to range between $13.8 billion and $14 billion and adjusted EBITDA between $2.54 billion to $2.56 billion. We are, therefore, well aligned to reach or exceed the higher end of our initial financial outlook issued in February 2025. As a reminder, our '25 financial outlook reflects the expected contribution for Ricardo plc in the fourth quarter. The acquisition closed 2 weeks after the start of Q4, which means we will not capture a full quarter of net revenue. Finally, with the Atlantic hurricane season now essentially behind us, we expect the condition observed this quarter in the U.S. to extend into Q4 2025. For context, these services contributed to approximately $70 million in net revenue in Q4 2024, one of the highest volume recorded in the past 3 decades. As a result, our year-over-year comparison for the Americas segment in Q4 2025 will be influenced by this exceptionally strong prior year baseline. We're also closely monitoring the current U.S. government shutdown, which adds another layer of uncertainty to the operating environment. On that, back to you, Alex. Alexandre L'Heureux: Thank you, Alain. As we close the third quarter, I want to emphasize that what truly stands out the resilience of our diversified platform. Despite evolving market dynamics, WSP adapted and delivered a strong performance, underpinned by disciplined execution, operational excellence and a clear focus on long-term value creation. The recent acquisition of Ricardo further strengthens our capabilities in advisory and energy transition, air quality, and rail, positioning us to capture opportunities in high-growth sectors globally. We have the financial strength and flexibility to deploy capital for strategic acquisitions in a fragmented market, supported by a robust balance sheet and disciplined approach to M&A. Our pipelines remain healthy with opportunities aligned to our core markets and grow priorities. As 2025 draws to a close, we look ahead to 2026 with measured optimism and confident and our ability to adapt to evolving market conditions and continue delivering value to our clients and our shareholders. Our diversified platform, our strategic focus and our operational discipline position us well to navigate what lies ahead. Thank you for your continued trust and support. With that, we can open the lines to questions -- for questions. Operator: [Operator Instructions] And the questions come from the line of Steven Fisher from UBS. Steven Fisher: So on POWER Engineers, congrats on the 1-year anniversary. And so now that you're into the second year of your ownership, just curious what you see as being different during the second year of ownership versus the first year? Is it kind of the main focus of capturing that $1.4 billion pipeline that you said? Is that your main priority? Or is it anything else? And do you think you can maintain this mid-teens growth rate from here? Alexandre L'Heureux: Very, very good question. I mean in times where there's a lot of noise and things are fluid, actually consistency is oftentimes, something very, very positive and welcome. And frankly, what I expect in 2026 is hopefully something very similar to 2025 for POWER Engineer. We have a great backlog. We worked for a great blue-chip list of our clients. And with what we know today, I don't see why the growth profile of POWER Engineer would change in 2026 versus 2025. Alain Michaud: And if you look at the overall activity in '25 with POWER, we've done a large part of the integration process. The last milestone is the ERP on Jan 1, '26 -- for most of 2026, will be a year where we're fully combined and harmonized together in our ways of working. So it makes us feel positive about 2026 for POWER Engineers. Steven Fisher: And then I guess a bigger picture here. When you adjust the growth in the quarter for the 2024 project and the emergency work, you're still seeing maybe a little slowdown in organic growth this quarter overall. So as you look forward to next year, just curious in your confidence in any reacceleration. And if you think you can reaccelerate your organic growth, which markets do you think could become more positive versus those that might see a little bit of deceleration and thinking about mostly regionally, but curious if there's any end market color that would make it different? Alexandre L'Heureux: Well, I would respectfully disagree with you, I think when you adjust for emergency responses. And again, let me remind everyone, I mean, last year, we've been tracking the fee revenue that we've been delivering with -- during emergency responses in the fall for the last 3 years, all the way back to the Parsons Brinckerhoff acquisition. And last year was the fourth highest in 30 years level of response and services that we delivered in Q3 and Q4 in our history. And this year will be the fourth lowest in 30 years. So we felt that we needed to highlight that to you because once you adjust for this, I mean, I'm quite pleased given all of the noise that we hear in the marketplace right now. People don't talk much about the government shutdown, but we're past a month now, impossible to issue permitting, impossible to get anything done. And despite all of that, I mean we continue to perform in mid-single digits, high-single digits. So I'm quite pleased with that. Going into 2026, the pipeline of opportunities is still very strong. You look at the -- our win rate, which actually in 2025 has increased as opposed to decrease. I mean if we can get the noise aside for a second and gain more stability in the marketplace, I think we'll have clients a lot more in a better position to deploy capital. So going into 2026, I actually believe that it should be a good year for WSP. Operator: We are now going to proceed with our next question, and the questions come from the line of Chris Murray from ATB Capital Markets. Chris Murray: Looking at the margin profile, first of all, congratulations on getting over 20%, it's a bit of a target for a while. But one of the things that sort of stuck out to me is when I looked at the kind of the difference between organic growth and change in headcount, in almost all the regions, organic growth has outstripped the change in headcount. And I'm just starting to wonder if there's something that's a structural change in the business? I know you referenced some productivity. But just how do we think about the relationship between your ability to generate organic growth and your headcount as we go into the next couple of years? Alexandre L'Heureux: That's a great question. I'm pleased that you're highlighting that. I think this is more of a long-term trend than a yearly trend or a change over the course of this year. If you go back the last 10 years, you'll see that the fee per employee that we have been generating over the course of the last decade has consistently increased. So in other words, we're doing more with less. And DAP is the result of many levers that we are pulling as an organization, one being more productive. WSP -- we -- you look at the margin profile and what we have been able to achieve in the last 5 years, the resulting effect of all this is obviously us being more productive, running a tighter ship. I think we cannot exclude also technology. We are using technology. And also, we have entered sectors and markets where we are able to charge a higher rate for the work that we do. In recent years, we've entered in a big way in mining consulting. We are the largest mining consultant in the world. There's not one large mine in the world that WSP is not involved in. And we are able to have a higher charge-out rate for this. Same thing in the POWER sector more recently. So I could go on like this and on for a long time. But over the year, we've changed our project mix. But more importantly, with the use of technology, and that will continue to accelerate. And also how productive we have been, we have been able to do a lot more with less. Chris Murray: And then to that point, I think I hear Alain talk about like the ERP system is almost ready to go. We're seeing sort of these trends in productivity. Is it fair to think that the year-over-year growth just -- should drive margins? Like usually, there's a fairly standard kind of spread on margins, call it, 50, 60, 70 basis points, that comes as a natural absorption. Is there an ability to change that to accelerate that margin improvement? Alexandre L'Heureux: I'm not sure I understand your question, but I think over the last few years, if I look back at our track record, I mean, over the years, we have been able to increase our margin profile, good year, bad year, around 50 basis points, Alain, something like that, which has been consistent. To move a global organization of our size by 0.5 point -- by 50 basis points every year to me is a great improvement. And I think would be -- would be leading our peer group, I would argue, in the average peer group. So I'm quite pleased with that. Do I see ways to continue to accelerate that? I can tell you that's what we do every day. We're trying to work very hard to continue to make those improvements. And as a friendly reminder, this year, we've absorbed a lot of redundancy in structural cost, that would have increased by 40 basis points, our already increased margin profile. So if you strip that out, I think the margin improvement this year has been just extraordinary. Chris Murray: And then just one last one for me. The Canadian budget came down, lots of talk about infrastructure and infrastructure spend. But a lot of those announcements have already been tied to projects that have been made. How are you seeing the change in the Canadian environment with respect to federal stimulus for infrastructure and spending? Alexandre L'Heureux: Well, I think the focus on infrastructure spending in Canada has always been there. I think where I felt past governments and current governments is, it's one thing to be focused on infrastructure, it's another to deploy the capital and accelerate the spend on infrastructure. Hopefully, this government is very focused on deploying rapidly the funding. So I think the focus on infrastructure is not the issue is to make sure that we deploy the capital rapidly. But certainly, I saw this budget very positively when it was announced. Operator: We are now going to proceed with our next question, and the questions come from the line of Michael Tupholme from TD Cowen. Michael Tupholme: Just wanted to ask you about the APAC region, see if you can talk a little bit more about the improvements that you're seeing in that segment and how we should think about organic growth in APAC over coming quarters? Alexandre L'Heureux: First and foremost, we see a strong growth in the backlog at this point in time. Increased growth in the backlog at this point in both New Zealand and Australia, which is an early, but positive signal. We also see our win rate increasing. And we also see the proposal activity level to slowly increasing as well. So these are our early signs. As I mentioned earlier on this morning, New Zealand recorded positive organic growth for the first time in 5 quarters. So hopefully, this will bodes well for the future. I think Australia is a few quarters behind New Zealand. How many? We'll assess that as we are entering 2026. To me, Australia, and I've mentioned it during the last quarter, we are totally committed to the region. But if you look back at the type of organic growth that we generated in the last 5, 6 years in Australia, I think it's absolutely normal that a country goes through a period of pause after such a big spend in infrastructure. But longer term, I'm quite positive about the country. So long story short, Michael, if I'm being asked to look into my crystal ball, I think it's going to take a few quarters in Australia to see better results. Michael Tupholme: That's definitely helpful. And then just somewhat related on the... Alexandre L'Heureux: Sorry, Michael. And by the way, I wanted to be crystal clear on this. This is not self-inflicted to WSP. This is more structural for the country. So what's true for us is true for everyone else. I can tell you that. Michael Tupholme: No, that makes sense. And then just secondly, just as it relates to the rightsizing costs in the quarter and the corresponding margin impact. Was that entirely in the APAC segments or did some other segments also experience some rightsizing costs and margin impact? And I guess, are we -- are you through those rightsizing costs? Or do you expect there to be more overcoming quarters in any regions? Alexandre L'Heureux: There's obviously Australia and New Zealand, there have been some, but there's been some others elsewhere. I mean, in the Nordics as well in recent years, we've -- with the cooling off of the infrastructure spend, especially in the private sector with the war, Russia, which is next door neighbor to the Nordics, I think there's been a slowdown. The good news again is we're seeing a strong backlog growth now. And I talked about a large project that was awarded to us in Sweden. So I'm feeling good again around the country and the regions. And for the first time in many quarters now, I feel things are picking up. So that's positive. But to be specific about your question, I mean, we've been rightsizing pretty much everywhere. I mentioned also the field season this summer, which was probably not as good as expected in Canada and in the U.S. because of the fluid market conditions, I think people are more in a wait-and-see approach. So we had to rightsize our field employees over the course of the summer. But again, we absorb all of that, and we're able to deliver actually, I think you would agree, fantastic EBITDA margin in Canada, for instance. Operator: We are now going to proceed with our next question, and the questions come from the line of Frederic Bastien from Raymond James. Frederic Bastien: Super pleased with the margins. That's hats off, that's excellent. Looking back 10 years ago, I would have never imagined you could get there, but it's amazing and the fact that you're still going for more is even more encouraging. Just a question on the M&A side. Are you seeing the competitive backdrop for M&A showing signs of improvement in your -- in today's fluid environment? I would suspect so, but I don't want to make a conclusion on my own. So I would love to get your opinion. Alexandre L'Heureux: Yes. Frederic, very good question. Look, we -- less than 12 months ago, we completed POWER Engineer. This was our largest acquisition in our history. So as you can imagine, I wanted us to do a good job at delivering the value of this acquisition. Earlier this year, we completed and announced the acquisition of Ricardo, which will contribute to the bottom line starting next quarter. And as I said, the pipeline is healthy. If my memory is not failing me, we finished the quarter with a leverage of 1.4x EBITDA. So as you can imagine, we are in a very solid position. And I would like, obviously, to continue to use our balance sheet and use the position of strength that we're in, given our diversified platform to be opportunistic and continue to grow platform. Frederic Bastien: It seems like there's not a week that goes by that there's rumors about WSP buying a company X, company Y, company Z. Would you care to comment on that? Alexandre L'Heureux: I don't think anyone should be surprised because I'm probably the biggest supporter and avid supporter of consolidation in our industry. So I'm not surprised that our name is being thrown around with possible rumors. Obviously, I'm not going to comment on those rumors. But I was a big proponent of our model 10 years ago, and I continue to be. And as I said, if we have an opportunity to use our balance sheet, we will. Frederic Bastien: So normal course of business for you guys, basically? Alexandre L'Heureux: Yes. Operator: [Operator Instructions] We are now going to proceed with our next question, and the questions come from the line of Anshul Agarwal from CIBC. Anshul Agarwal: So I just have one question on your APAC region. So this quarter, WSP reported a strong EBITDA margin improvement in APAC. So could you just please provide some color on what is driving these margins specifically in APAC? Alexandre L'Heureux: Look, we have been busy since the beginning of the year to set up the business for future success. That's the way I would describe it. We want our Australian business and our New Zealand business to be as fit as possible to be in a position to take advantage when the market picks up again. And as I said, we see early signs of that with the backlog growing in the mid- to high single digit this year that the business is fit to take advantage of that. Operator: [Operator Instructions] We have no further questions at this time. So I'll hand back to you for closing remarks. Alexandre L'Heureux: Well, I think there's one additional question. Operator: Yes, we just have a question that just arrived. Alexandre L'Heureux: Okay. We'll take it. Operator: The questions come from the line of Jonathan Goldman from Scotiabank. Jonathan Goldman: Just wanted to echo the comments about the phenomenal margin performance and that was despite the restructuring. But when do you anticipate completing all the restructuring activities? Alexandre L'Heureux: Well, we always, always streamline our business. But this year, the reason why we mentioned it, Jonathan, is because, obviously, it's been more predominant than perhaps other years. We had to do it, as I said, in the Asia Pacific region. We've done it in our Asia region. We've done it in our Nordics region. We've done it in the field for field workers in Canada and the U.S. this summer. So because of the size of it, we highlight it -- we did highlight it. Do I think it's going to slow down? I think we've done a lot of that work already. It's been done already, but we should expect to continue to have some. Jonathan Goldman: And then Alex, you kind of alluded to this a bit, I think in an earlier question. But have the government shutdowns in the U.S. impacted the business significantly or at all, I guess, in Q4? And if we're not looking at organic growth, are there other metrics we can track or maybe ask for color about win rate, close activity that might be a better marker of underlying demand in the U.S.? Alexandre L'Heureux: I would say that so far, the shutdown has had a minimal impact. But I would then finish my sentence by saying but. So the point I'm making here is that they cannot go on forever. At some point in time, I'll give you an example, the Environmental Protection Agency that are issuing permits, 90% of the staff has been referred, so nothing is being done right now. So for us, right now, no or minimal impact. But if it was to go on for another month or 2, I mean, clearly, the entire industry will suffer from this. So for now good, but more color to be provided in Q4 at the end when and if we are not seeing any further improvement in that regard. Jonathan Goldman: And maybe one more for me on M&A. You talked about this earlier. And clearly, you guys are always open for business. But is there any area, region, vertical that you're looking at specifically or anyone now that you find more attractive versus other sort of sectors, whether it's power, nuclear or anything that you're looking at specifically? Alexandre L'Heureux: Yes, we are focused on at this moment on North America. So certainly, despite all the noise that we hear and the tension between our 2 countries, Canada, U.S. WSP, we believe that, one, if not the best place to do work and business in our space is North America. So we continue to be focused on North America. And obviously, if I had an opportunity to continue to grow our platform and the sectors that we're trying to build at the moment, power, water, project management services, transportation even. I mean that obviously is something that I would like to be in a position to do. Jonathan Goldman: You certainly have the platform to do it. Operator: We are now going to proceed with our next question, and the questions come from the line of Maxim Sytchev from National Bank of Canada Capital Markets. Maxim Sytchev: Just a quick one for me as most questions have been already asked. In terms of U.K. growth acceleration, do you mind maybe providing a bit more color in terms of what's happening there because the headlines overall seem to be less than bullion, but clearly, you are finding ways to grow there. So would love to hear some comments. Alexandre L'Heureux: Well, I think you're absolutely right. We are the leading firm in the U.K., and I'm saying that very humbly and respectfully to our peer group. And you are right in saying that we're finding ways to grow at a very high rate this year. We have an incredible leadership team in the U.K. and our win rate is outstanding. And we're going into 2026 with the same ambitions. So we'll see and more to come when we discuss our outlook for 2026, but I feel we're in a good position in the U.K. Operator: We have no further questions. I will now hand back to you for closing remarks. Thank you. Alexandre L'Heureux: Well, thank you again for attending this call, and we look forward to updating you on our outlook in 2026 during the next conference call. In the meantime, I'd like to wish you a great day. Thank you very much. Operator: This concludes today's conference call. Thank you all for participating. You may now disconnect your lines. Thank you, and have a good rest of your day.
Debbie Stewart: Good morning, and welcome to Aveanna's third quarter 2025 earnings call. I am Debbie Stewart, the company's Chief Accounting Officer. With me today is Jeff Shaner, our Chief Executive Officer; and Matt Buckhalter, our Chief Financial Officer. During this call, we will make forward-looking statements. Risk factors that may impact those statements and could cause actual future results to differ materially from currently projected results are described in this morning's press release and the reports we file with the SEC. The company does not undertake any duty to update such forward-looking statements. Additionally, during today's call, we will discuss certain non-GAAP measures, which we believe can be useful in evaluating our performance. The presentation of this additional information should not be considered in isolation or as a substitute for results prepared in accordance with GAAP. A reconciliation of these measures can be found in this morning's press release, which is posted on our website, aveanna.com, and in our most recent quarterly report on Form 10-Q when filed. With that, I will turn the call over to Aveanna's Chief Executive Officer, Jeff Shaner. Jeff? Jeffrey Shaner: Thank you, Debbie. Good morning, and thank you for joining us today. We appreciate each of you investing your time this morning to better understand our Q3 2025 results and how we are moving Aveanna forward in 2025. My initial comments will briefly highlight our third quarter results, along with the steps we are taking to address the labor markets and our ongoing efforts with government and preferred payers to create additional capacity. I will then provide updates on the Thrive Skilled Pediatrics integration, the current regulatory environment and year 3 of our strategic plan before turning the call over to Matt to provide further details into the quarter. Moving to highlights for the third quarter. Revenue for the third quarter was approximately $622 million, representing a 22.2% increase over the prior year period. Third quarter adjusted EBITDA was $80.1 million, representing a 67.5% increase over the prior year period, primarily due to the improved rate and volume environment and continued cost savings initiatives. We continue to execute our strategic transformation strategy, focusing on obtaining adequate rates from our payer and government partners for the services we provide, which is clearly evidenced in our third quarter results. As we have previously discussed, the labor environment represented the primary challenge that we needed to address to see Aveanna resume the growth trajectory that we believed our company could achieve. It is important to note our industry does not have a demand problem. The demand for home and community-based care continues to be strong with both state and federal governments and managed care organizations asking for solutions that create more capacity while reducing the total cost of care. Our Q3 results highlight that we continue to align our objectives with those of our preferred payers and government partners. By focusing our clinical capacity on our preferred payers, we achieved solid year-over-year growth in revenue and adjusted EBITDA. We also experienced improvement in our caregiver hiring and retention trends by aligning our efforts with those payers willing to engage with us on enhanced reimbursement rates and value-based agreements. While we continue to operate in a challenging environment, our preferred payer strategy supports our ability to achieve normalized growth rates in all 3 of our business segments. Since our second quarter earnings call, I am pleased with the continued progress we have made on several of our rate improvement initiatives with both government and payer partners as well as continued signs of improvement in the caregiver labor market. Specifically, as it relates to our private duty services business, our government affairs strategy for 2025 is twofold. First, we are advancing our legislative agenda to improve reimbursement rates in at least 10 states. And second, we continue to advocate for Medicaid rate integrity on behalf of children with complex medical conditions. We have a strong advocacy presence with both federal and state legislatures as well as solid support from our governors across our national footprint. State legislators have continued to recognize how meaningful private duty nursing is to the overall cost savings and improved outcomes of our nation's most vulnerable children. As it relates to private duty services rate updates, we achieved 10 rate enhancements this year. which is -- which was in line with our expectations. At this point, our private duty services legislative agenda is primarily wrapped up for this year, and we have transitioned our efforts towards similar legislative goals for 2026. Now moving on to preferred payer initiatives. Our goal for 2025 was to increase the number of private duty services preferred payer agreements from 22 to 30. We added 5 additional preferred payer agreements in Q3 and are currently positioned at 30 agreements in total. Aveanna's preferred payer strategy continues to gain momentum along with the Thrive SPC acquisition, which broadened our strategy into 2 new states, Kansas and New Mexico. Additionally, our Q3 preferred payer agreements account for approximately 56% of our total PDS MCO volumes, inclusive of our recent Thrive acquisition. This positive momentum in preferred payer volumes continues to highlight the shift in our caregiver capacity and recruitment efforts towards our private duty services preferred payer partners. Now moving to our preferred payer progress in home health. Our goal for 2025 was to maintain our episodic payer mix above 70% while returning to a more normalized growth rate. I am pleased to report in Q3, our episodic mix was 77% and our total episodic volume growth was 14.2% compared with the prior year period. The continued investments in clinical outcomes, sales resources and a focused approach to growth is now paying dividends with Q3 total admissions of 9,700 in total or 9% growth over the prior year period. We have 45 preferred payer agreements in home health. Our dedicated focus on aligning our home health caregiver capacity with those payers willing to reimburse us on an episodic basis has led to positive year-over-year growth and improvement in our clinical and financial outcomes. Finally, as we have achieved our desired preferred payer model in private duty services and home health and hospice, we are proceeding with a similar strategy in our Medical Solutions business. We're in the mid-stages of implementing our preferred payer strategy in Medical Solutions and believe it will be fully realized by early 2026. To date, we have 18 preferred payers in Medical Solutions, and we expect that number to grow as we achieve our desired preferred payer model. Our gross margins have stabilized in our desired range as we align our clinical capacity with those payers that value our services and pay us in a timely fashion. I am pleased with our Q3 volume of approximately 91,000 unique patients served as we work to achieve our target operating model. While we expect our volume growth to be muted for the remainder of the year, we are experiencing improvement in our clinical outcomes, customer satisfaction and financial outcomes. Our Medical Solutions business is well on its way to achieving its target operating model, and we look forward to updating you on its continued progress. We are encouraged by our rate increases, preferred payer agreements and subsequent recruiting results. Our business has demonstrated solid signs of recovery as we achieve our rate goals previously discussed. Home and community-based care will continue to grow, and Aveanna is a comprehensive platform with a diverse payer base, providing a cost-effective, high-quality alternative to higher cost care settings. And most importantly, we provide this care in the most desirable setting, the comfort of our patients' home. As it relates to our recent acquisition of Thrive Skill Pediatrics, I am very pleased with the integration efforts and the continued focus on superior clinical and customer experiences with our patients and families. We are on target to complete our integration by the end of this year. Our leadership team has done a nice job staying focused on our mission while achieving the expected synergies in this transaction. The Thrive acquisition is accretive to our '25 results and a great addition to our Aveanna family. Now turning to the current regulatory environment with Medicaid and Medicare updates. We continue to be quite busy with our advocacy efforts. We have focused our efforts on 2 fronts: supporting overall Medicaid policy and defending the Medicare home health benefit for American seniors. On the Medicaid front, we continue to believe our patient population fared relatively well in the OBBBA legislation. Pediatric and adult patients with complex medical conditions were not directly targeted in the bill, and our view is that PDM was mostly insulated in the almost $1 trillion cut to Medicaid. With that said, we are experiencing general headwinds with state Medicaid directors and governors as they plan for potentially less overall Medicaid funding and shouldering more of their Medicaid costs in the future. As it relates to the proposed home health rule for calendar year 2026, we continue to voice our disappointment by the significance of these proposed cuts. We are aligned with the National Alliance for Care at Home and our home health peers in our strong opposition to this proposed rule. Since our last call, we've had many productive conversations with legislative leaders, both Republican and Democrat as well as CMS leadership on the devastating impacts of the proposed home health rule. We submitted our comment letter during the CMS open comment period and have continued to advocate in all 38 Aveanna states for the current administration, CMS and Congress to halt any cuts to home health. We do expect to receive the final calendar year 2026 rule in the coming days. And although not overly material to Aveanna's 2026 results, this rule is critically important to millions of seniors in America. Before I turn the call over to Matt, let me comment on our strategic plan and enhanced outlook for 2025. We will continue to focus our efforts on 5 primary strategic initiatives. first, enhancing partnerships with government partners and preferred payers to create additional capacity and growth; second, identifying cost efficiencies and synergies that allow us to leverage our growth; third, modernizing our Medical Solutions business to achieve our target operating model; fourth, managing our capital structure and collecting our cash while producing positive free cash flow; and finally, engaging our leaders and employees in delivering our Aveanna mission. Based on the strength of our third quarter and year-to-date results, we now anticipate 2025 revenue to be greater than $2.375 billion and adjusted EBITDA to be greater than $300 million. We believe this enhanced 2025 outlook provides a prudent view considering the challenges we still face with the evolving regulatory environment. In closing, I'm incredibly proud of our Aveanna team and their dedication to executing our strategic transformation while holding our mission at the core of everything we do. We offer a cost-effective patient-preferred and clinically sophisticated solution for our patients and families. Furthermore, we are the right solution for our payers, referral sources and government partners. With that, let me turn the call over to Matt to provide further details on the quarter and our 2025 outlook. Matt? Matt Buckhalter: Thank you, Jeff, and good morning. I'll first talk about our third quarter financial results and liquidity before providing additional details on our improved outlook for 2025. Starting with top line. we saw revenues rise 22.2% over the prior year period to $621.9 million. We achieved year-over-year revenue growth in 2 of our operating divisions, led by our Private Duty Services and Home Health and Hospice division, which grew by 25.6% and 15.3% compared to the prior year quarter. Consolidated gross margin was $202.8 million or 32.6%. Consolidated adjusted EBITDA was $80.1 million, a 67.5% increase as compared to the prior year. This growth reflects an improved rate environment, increased volumes as well as enhanced operational efficiencies. Now taking a deeper look into each of our segments. Starting with Private Duty Services. Revenue for the quarter was approximately $514 million, a 25.6% increase and was driven by approximately 11.8 million hours of care, a volume increase of 12.9% over the prior year. Q3 revenue per hour of $43.51 was up 12.7% compared to the prior year quarter, primarily driven by preferred payer volume growth and the rate enhancements previously discussed. We remain optimistic about our ability to attract caregivers and address market demands for our services when we obtain acceptable reimbursement rates. Turning to our cost of labor and gross margin metrics. We achieved $149.3 million of gross margin or 29%. The cost of revenue rate of $30.89 in Q3 was up $2.27 or 8.9% from the prior year period. Our Q3 spread per hour was $12.62. We expect spread per hour to normalize as we continue to make ongoing adjustments to caregiver wages to support higher volumes and improve clinical outcomes. Moving on to our Home Health and Hospice segment. Revenue for the quarter was approximately $62.4 million, a 15.3% increase over the prior year. Revenue was driven by 9,700 total admissions with approximately 77% being episodic and 12,900 total episodes of care, up 14.2% from the prior year quarter. Medicare revenue per episode was $3,215, up 3.6% from the prior year quarter. We continue to focus on rightsizing our approach to growth in the near term by focusing on preferred payers that reimburse us on an episodic basis. This episodic focus has accelerated our margin expansion and improved our clinical outcomes. With episodic admissions well over 70%, we have achieved our goal of rightsizing our margin profile and enhancing our clinical offerings. We are pleased with our Q3 gross margin of 53.3%, representing our continued focus on cost initiatives to achieve our targeted margin profile. Our home health and hospice platform is dedicated to creating value through effective operational management and the delivery of exceptional patient care. Now to our Medical Solutions segment results for Q3. During the quarter, we produced revenue of $45.1 million, essentially flat from the prior year period. Revenue was driven by approximately 91,000 unique patients served and revenue per UPS of approximately $495, up 0.6% over the prior year period. Gross margin was approximately $20.3 million or 45% for the quarter. As Jeff mentioned, we continue to implement initiatives to be more effective and efficient with our operations to achieve our targeted operating model. We are accelerating our preferred payer strategy at Medical Solutions by aligning our capacity with those payers that value our resources and appropriately reimburse us for the services we provide. We expect gross margins to normalize in the 42% to 44% range and UPS to accelerate its growth as we implement our targeted operating model. While I'm pleased with the integration efforts to date, we are entering the final push to complete our efficiency efforts and get back to focusing on growth in Medical Solutions. In summary, we continue to fight through a difficult environment while keeping our patients care at the center of everything we do. It's clear to us that aligning caregiver capacity to those preferred payers who value our partnership is the path forward at Aveanna. With the positive momentum we experienced in Q3, we remain optimistic that such trends will extend throughout 2025. We will continue to pass through wage improvements and other benefits to our caregivers and the ongoing effort to better improve volumes. Now moving to our balance sheet and liquidity. At the end of the third quarter, we had liquidity of approximately $479 million, representing cash on hand of approximately $146 million, $106 million of availability under our securitization facility and approximately $227 million of availability on our revolver, which was undrawn as of the end of the quarter. We had $23 million in outstanding letters of credit at the end of Q3. During the quarter, we refinanced our first lien credit facility and increased the revolving credit facility's availability from $170 million to $250 million. The combined $1.325 billion of first lien term loan was also extended and is now set to mature in 2032. These actions enhance our balance sheet strength and liquidity, allowing us to continue executing on our strategic priorities. This progress underscores our strong operating performance and the confidence our financing partners have in Aveanna. On the debt service front, we had approximately $1.49 billion of variable rate debt at the end of Q3. Of this amount, $520 million is hedged with fixed rate swaps and $880 million is subject to an interest rate cap, which limits further exposure to increases in SOFR above 3%. Accordingly, substantially all of our variable rate debt is hedged. Our interest rate swaps extend through June 2026 and our interest rate caps extend through February 2027. Looking at year-to-date cash flow. Cash generated by operating activities was $76.1 million and free cash flow was $86.2 million. We are encouraged by the strong cash collections and expect to generate additional free cash flow throughout the remainder of the year. Before I hand the call over to the operator for Q&A, let me take a moment to address our improved outlook for 2025. As Jeff mentioned, we now expect full year revenue to be greater than $2.375 billion and adjusted EBITDA to be greater than $300 million. As a reminder, this year's fourth quarter includes an additional 53rd week, which will have a positive impact on both revenue and earnings. The presence of this extra week means the current fiscal year contains an additional week of business activity compared to most years. As we reflect on our Q3 results, I'd like to take a moment to express my sincere gratitude to our Aveanna teammates. These strong results would not have been possible without your hard work and dedication. Looking ahead, I'm excited for the continued execution of our 2025 strategic plan and look forward to providing you with further updates at the end of Q4. With that, let me turn the call over to the operator.[ id="-1" name="Operator" /> [Operator Instructions] First question comes from Pito Chickering with Deutsche Bank. Pito Chickering: Nice quarter. Every year, the fourth quarter EBITDA has been higher than the third quarter. Are there any headwinds that we should think about for the fourth quarter? Just trying to understand the implied guidance that you have for the fourth quarter after a very strong third quarter? Or is this just a standard conservatism that you've been doing for the past few years? Jeffrey Shaner: Thanks for your question. And we're going to take that as a compliment. Thank you. Peter, this is our 11th quarter of beat and raise. And I think as we think of Q3, we were very proud of the results, a clean quarter, a very clean quarter in Q3. Q4 with the exception of the 53rd week that Matt talked about to a 14th week in Q4 should be very similar to Q3. We do have some seasonality that we play through at the end of the year. So the last part of the quarter has a little bit of holiday seasonality. But no, fundamentally, we think of Q4 in the same realm as we think of the performance of the business in Q3. And again, we've created a prudent -- we use the word prudent, some people call it conservative view of a beat and raise mentality. We are proud to have raised revenue at least $75 million and raised EBITDA of at least $30 million quarter-over-quarter. And if I go back to how we started the year, we started the year with a goal to achieve $200 million of EBITDA and both organically and with the addition of Thrive, which you'll hear us keep talking about Thrive has been a great little tuck-in acquisition for us, great business addition to our core business. We'll have raised guidance after 3 quarters, $100 million of EBITDA, or 50% guidance raise. So again, we continue to be a conservative group. We love the beat and raise mentality, but raising guidance over 3 quarters by $100 million on a 200 basis is, in our mind, still good days' work. Matt Buckhalter: Yes, Jeff, I'll just add to that, that obviously, operational performance has been amazing by the team, but also the exceptional care that the team has been delivering as well. I'll get back to it though. There's a lot more work to do, Pito. I mean, we're going to get back to work. We're going to continue to chop wood and go do and do what we do best. We're going to continue to focus on providing not only the best patient care. We're also going to continue to strengthen our balance sheet, deleverage our organization once again, as you saw significant leverage coming down from the beginning of the year to where we ended Q3, and we'll continue to see that in the out quarters as well. Pito Chickering: Great. And then sort of a follow-up here. You've scaled up your preferred payer agreements throughout 2025, which makes some pretty funky sequential growth this year. In the last couple of years, EBITDA has been about 26% of annual EBITDA. So is it fair to take third quarter results and annualize that as you think about launch pad for 2026 earnings and even that could be conservative, I guess, with the 5 preferred payers that you signed this quarter? Jeffrey Shaner: It's a fair question, Pito. Again, we'll start with we're staying focused on finishing the year strong. So our goals right now are to finish out 2025 and finish out strong. We would point people to. There's a lot of momentum in the business, as you pointed out, PDS and our HHH businesses are both just hitting their strides in great ways. Med Solutions, we still are working through, and I hope you read into our comments that Med Solutions, we're doing a tremendous amount of work. We're very proud of our team what they're doing as we speak. But I want to finish that over the next kind of 3 to 4 months, so they can get back to the growth algorithm that we have gotten used to. Two things I'll point out just to keep in mind, one, we had a significant amount of wage pass-through as the year has played out. And so Matt will keep bringing us back to -- if you look at Q2, we pointed out $9 million of timing related and wage pass-through. We had additional wage pass-through in Q3. We're still passing additional wage through in Q4. So that will continue to play through the first part of next year. And then we talked about 10 rate wins this year. It's really more than 10, but it nets down with a couple of temporary rate decreases that are in place. So we had a great year in rate wins, but we are feeling and we are hearing the general headwinds of state Medicaid systems. So we expect a similar rate story from a total number of rate wins next year, but we are working through and hearing general headwinds as the OBBBA reality has just settled in on Medicaid systems. So we would point people towards that general headwinds as we fight through '26 Medicaid rates throughout North America. That's why we love being in 29 states and continuing to grow. We love each Medicaid system is uniquely different. And I'd expect us to do more Thrive-like acquisitions in '26 to continue to build out more Medicaid states. [ id="-1" name="Operator" /> [Operator Instructions] Next question, Brian Tanquilut with Jefferies. Brian Tanquilut: Congrats on a solid quarter. Maybe, Jeff, just to follow up on that comment you made. So in PDS, you've seen nice strength in hours, obviously. And as we think about the rate increases you've received year-to-date -- I mean, I think that translates into better hours. Is that the right jumping off point in terms of like kind of like your capacity as we think about 2026? And then maybe for Matt, as a follow-up. Historically, you've kind of spoken about a 10 to 10.50 spread rate in PDS. So how should we think about the path to that level? Or is that still the right level to be thinking about considering that you've got rate increases flowing through and there's a timing dynamic? Jeffrey Shaner: I think I'd pick up the Q3 PDS volume of just over 11.8 million hours of care being delivered. That obviously includes the Thrive acquisition. I would tell you that's the full impact of the Thrive acquisition in that Thrive at 13% year-over-year growth, Thrive was about 5% of that 13%. So it still keeps our volume in line with where it was in Q2 at 6% or 7% volume growth. But I think that 11.8 million hours is the right basis to move into Q4. We'll have some seasonality, some normal seasonality as we move into 2026. I think as I mentioned to Pito, a lot of our rate wins were pent-up rate wins from '24 moving into '25. We expect, as we reset our legislative goals for 2026, we'll probably still set a goal of being double-digit rate wins. But as we've said last quarter, we'll say again, and we'll say next quarter, we expect those rate wins to be smaller in nature, 2%, 3%, very specific like holiday overtime rates. So as we work with our government partners, we do expect those -- the PDS rate wins to be generally smaller than they've been over the course of the last 2.5 years. The great part is we're prepared for that. We're well positioned for that. As it relates to the preferred payers and the 5 additional rate wins, Thrive helped that. The addition of New Mexico and Kansas as 2 brand-new MCO states helped us in that execution. But that was the thesis of why we did the Thrive acquisition was to roll that new markets and the current business into our relationships, and it's played out exactly as we would have expected. So I expect us to continue to execute additional preferred payer wins in Q4, and we'll reset that goal for 2026. Matt Buckhalter: Yes. And Brian, to your point on the spread itself, as expected, Q3 came right back in line with our Q1 expectations. We made sure to discuss Q2 ad nauseam last quarter for people to understand that, that was a little bit hot. But gross margin settled in line nicely, right around 29% for our PDS segment. That's in line with our expectations. It's probably a little bit on the higher end of that 26% to 28% range that we've come to guide to in the long run here. But looking ahead, there's still additional wage pass-through to include to our caregivers. And so we'll do those wages along with some other benefits, but that will bleed into 2026 as well. So not only will that only occur in Q4, but we'll see that in Q1 and Q2 of next year, too. Brian Tanquilut: That makes sense. And then, Matt, maybe my follow-up would be just on the balance sheet. So now that you've done your refi, your EBITDA base has gone up, so the leverage ratio has gone down. I mean how should we be thinking about your views on cap structure and then maybe capital deployment towards acquisitions? Matt Buckhalter: Awesome question. Yes, really proud of our teams and what they've been able to accomplish. These great operating results and clinical results have allowed us to really focus on our cash collections as well. It takes a village to be able to do that on a continuous basis. But $86 million of free cash flow year-to-date, that's amazing expectations from our team and what we've been able to achieve. We'll add to that in Q4 as well, though Q3 is historically our best quarter for free cash flow generation as well. But looking ahead, we'll continue to do that. We'll bring in additional free cash flow in 2026. And we'll use that for potential M&A opportunities. But we're going to do what makes the most sense at Aveanna and whether that is deploying for M&A or paying down debt, we'll just be thoughtful on any dollars that we use. [ id="-1" name="Operator" /> Next question, Benjamin Rossi with JPMorgan. Benjamin Rossi: I guess just turning to the value-based care contracting, I guess when thinking about your progress towards your broader goal of, I guess, signing 10 VBC contracts this year, can you just walk us through the market appetite you're seeing from your payer partners here? And then have you seen any shift in how payers are maybe viewing value-based care contracts for private duty nursing going forward? Jeffrey Shaner: Ben, thanks for the question. Yes, I think the answer is just more and more and more and more. So I'll go back to the Thrive acquisition and why it made as much sense and why we'll do more Thrive-like acquisitions in PDS moving forward. And that is that our preferred payers just want more nurses and they want more of our capacity. And even we are limited on how much nursing capacity we can give them. So as we talk to our now 30 preferred payers, and again, many of them are national to national leading Medicaid payers in America, they just want more of what we have to offer, both in the amount of nurses, but also the relationship that we have that is tied to total cost of care through HBR and fill rates. So I think as we've had conversations even this week with some of our national payers. And although it takes time to add that value-based agreement, and just as a reminder, we have bonus only, so it's only upside. So there's no -- we don't take institutional risk today in any of our value-based agreements. So it's upside rewards only. Based on our ability to bend the cost curve, most of our payers are just wanting more of Aveanna and more of what we have to offer. And so I can tell you from having closed the Thrive transaction, we've gotten a couple of nice feedback from our payer leaders, how impressed they were and how proud they are that we've been able to deploy more nurses to their families and their patients. So I'd expect that trend to continue as we reset our goals for 2026, but no slowdown from our MCO partners. They want more of what we have to offer. Benjamin Rossi: Great. Just a follow-up, maybe on the home health hospice front, seeing a nice volume growth there, episodic mix picked up nicely. cost of revenue, it seems like that maybe ticked up a bit and was a bit of a drag on gross margin. I guess anything going on within that segment from the expense side just with growth out there otherwise outpacing top line? Matt Buckhalter: No, nothing crazy there, Ben. Obviously, thanks for looking at that 15.3% growth in that division is outstanding. Hospice phenomenal growth, episodic growth, amazing, 77% admissions are coming in as episodic as well. Those are also delivering great care afterwards. Those are funneling right into great star ratings for our teams on top of it. 53.3% gross margin, that's right in line with our expectations, 55% and change last quarter. It was a little bit hot, and we kind of alluded to that one. We're continuing to invest in some training through some hard ways programs with that team, but really just nothing to be concerned about. It's right in line with our expectations. Jeffrey Shaner: And I think Matt said it well, Ben, it's 3 years' worth of work. So again, it's 3 years' worth of our team staying focused on the preferred payer strategy. And again, as we think of Med Solutions, think of what you're seeing now in home health and hospice as what the future of Med Solutions will be where we drive the majority of our volume will be aligned with our preferred payers, and that really is what drives our growth. But no, Matt said it well. Really proud of our home health and hospice team. They've done a great job. And they've stayed focused on episodic care, which is the right payment model for that business. [ id="-1" name="Operator" /> Next question comes from Raj Kumar with Stephens. Raj Kumar: Maybe kind of uncovering the hours growth, decently strong. So just maybe trying to get the disclosures on kind of how census or patients served trended relative to the hours per census yield and kind of remaining opportunities that as you kind of think about the spread normalizing and the company being able to hire and retain more nurses to be able to serve more volumes. So maybe just trying to kind of break that out and kind of how much more room is there on the kind of hours per census side? And then kind of what are you kind of seeing from a census opportunity perspective as well? Jeffrey Shaner: Yes. I would say they're directionally in line with each other, Raj. Obviously, I would go back to the statement that everybody is always asking for more and they're needing more. And whether that is our current census that we have on there or patients that are waiting in the hospital to be discharged onto our service as well. So with the preferred payer strategy, we have been able to staff more hours and also pay our caregivers more to staff more hours and work more hours at the same time. But correlated effect, there's still high demand within our preferred payers and outside of it. We -- there's just unlimited -- there's just limited capacity with those caregivers, and there always will be, unfortunately. So as we lean into these relationships, we're going to do our best to fill as many shifts as possible on behalf of our patients and really drive that growth that you're seeing in our volume right now. Raj Kumar: Got it. And then maybe on the home health and hospice side, just with the preferred payer strategy, maybe just kind of want to be able to compare kind of overall reimbursement on your episodic rates versus fee-for-service and kind of where that discount kind of stands or even if you're kind of at reaching parity, just maybe any information on that would be helpful as well. Jeffrey Shaner: Yes. I wouldn't say we're reaching parity. So it's why we focus at almost 80%. We've said 70% is our target. It wouldn't shop me if we move that to greater than 75% now that we've been 4 quarters in a row at north of 75% episodic. It's the way of the future in this business. It is -- I think our peers have figured it out. We figured it out. Episodic is the right way to think of it. It's a fair reimbursement for great clinical care and great outcomes. And so -- but I wouldn't say there's parity between non-episodic and episodic. There's not parity, and it's why we do very little of it. And it hasn't hurt us. It hasn't -- our referral sources understand it. Our payer partners understand it. Just like PDS, they want more nursing, more therapy care, and they want a lower total cost of care for geriatric patients. So yes, you'll see us stay focused on this level of care with this payer, these payers being the focus. And it wouldn't shock me if we start touching 80% of our business on a go-forward basis. We are that committed to be an episodic provider in home health. [ id="-1" name="Operator" /> Next question, A.J. Rice with UBS. Albert Rice: First, just, obviously, you've made a big push and been successful in getting these preferred payers set up in the PDS business. I wonder if you have had enough time to sort of see over time how that relationship has evolved. Do you get annual updates consistent with what you've been getting historically? Have you seen it evolve in any way that's worth calling out? Jeffrey Shaner: A.J., thank you for the question. I think I would say we're in year 4 of our longest, most mature relationships, and we're in year 3 of a lot of the other relationships. So to your point, we're a couple of years into this. I think some of the things that kind of popped out of this that maybe we didn't know going into it or didn't strategize was some of the soft things like collections and working together to help specific high acute families get home and stay home. And just some of the other things like value-based agreement add-ons. The rate is what starts to -- rate and wage, so let me be specific. The incremental rate we get, the majority of it goes to wage as we've talked about now for 3 years to the nurses. But some of the soft stuff that then kind of adds on over time really becomes the value-based agreement, but also the collections. And we talked this year about having millions of dollars of better collections. And some of that is from calling our payer partners and having them help us with some aged accounts, and they've just been great partners on that front. So that's some of the soft stuff that's come. But I'll also say like they pick up the phone and just they'll call us on a tough patient that has been back to the hospital 3 or 4 times in a few months, and they'll ask us to dive in and really address that patient to help the family. And that's some of the benefits that we're able to get them. We don't ask for rate enhancements from our preferred payers every year. So we're thoughtful on when we go back to the well with them on needing some kind of COLA or cost of living. Sometimes that is every other year or every third year. So let me go back to some of those conversations. It's a productive conversation. It's how much do we need to move nurse wages to continue to meet their needs. And -- but I think as we said before, out of all 30 preferred payers, whether they've been with us for 4 years or 4 months, every one of them wants more of our nurses, and that is the constant theme we hear from all of our payers. Albert Rice: Okay. Maybe for my follow-up, just thinking about the organic and inorganic growth in PDS as well as in adult home care. Some of your peers are saying, if we can just get the final rate notice done, that could open the floodgates, give us more clarity on deals and where to look for expansion opportunities. Others are saying that's not enough. We need more clarity on the long-term reimbursement profile. On the PDS side, you're saying you're seeing a little caution in some states. I guess I'm just wondering, is there anywhere where you're thinking about leaning in more to new opportunities, growth, either organic development or acquisitions or where you're being a little more cautious? Jeffrey Shaner: I'll go back to who we are to start with. Almost 80% of our company is generated from our PDS segment. So that is the underpinning of Aveanna always has been and certainly is. We added 2 new states with Thrive. So we're now in 29 Medicaid states. I think Matt and I'd tell you, we'd like to be in about 38, maybe 40 total Medicaid states. There's a couple of key states that our large national Medicaid partners are in that we're not like Ohio, West Virginia, Kentucky, those states, we don't have any Medicaid presence there today. So over time, we'd like to fill those states in. But we want to continue to expand our Medicaid reach, both pediatric and adult. We're a skilled focused company, as you know, A.J. So we always lead with skilled services, nursing services, that is our focus. And then, I guess, Matt, pivoting back to home health, we're in a good position that only today about 10% of our revenue is in home health and hospice. We're big believers in home health. We believe home health is the right solution for American seniors, and we'd like to see a nice rule settle here. But Matt, how do you think about deployment? Matt Buckhalter: Yes. No, I just would go back to that. We're always going to continue to advocate on behalf of our patients and our families regardless of the industry, regardless of the division. We're going to continue to what we do best. We're going to deliver that exceptional patient care that people know us for. We're going to do that most cost-efficient setting in that patient's home. And then regardless of any policy changes out there, A.J., we're going to focus on that quality care, operational efficiencies and those close partnerships with our payers. We think that by maintaining those really high standards and demonstrating really good clinical outcomes, everything will work out in the long run here. I think we're well positioned with our size, scale and density and technology and our clinical outcomes that these partnerships will continue to grow and that will be on the right side of health care that we will be a cost savings to the health care system. [ id="-1" name="Operator" /> Andrew Mok with Barclays. Andrew Mok: Just a follow-up on the hours growth. Can you spike out the contribution of Thrive in the quarter and how volumes performed on a same-store basis? Because it still looks like a pretty meaningful increase year-over-year. And once Thrive is fully integrated, what's the annualized earnings contribution expected in that? Matt Buckhalter: Yes, Andrew, with the Thrive business, first off, it's a really great business. The team has done a really nice job integrating it into the Aveanna organization. Q3, to your point, reflects that full financial impact of Thrive. It was in there for a very full quarter on there. If you go back and look at our Q2 on an hours basis, we were mid- to high single digits out there. That's exactly organically what Aveanna was doing as well in Q3. The incremental, what you're seeing is from Thrive. What we talked about previously, Thrive is coming in at roughly $100 million of revenue and about 7.5x multiple from the purchase price post synergies itself. We're going to be just a little bit north about that, but the team has done a phenomenal job getting after synergies, integrating the organization and really bringing them into to be part of Aveanna. Jeffrey Shaner: I think Matt has said that well. Like we've been -- we guide people over 3 to 5 years that PDS should be in that kind of 4% to 5% organic growth rate. We've been a couple of points north of that now for 3 quarters plus. Q3 represented that organically, we were in that same kind of 6.5%, 7% organic and then the nice addition of Thrive. And again, I think as we came out of Q2, we guided people to think of Q2 as $79 million versus $88 million because of the $9 million of timing. And then we said there's a couple of million dollars or more of wage pass-through. So we thought that the organic business would land kind of in the mid- to high 70s, which is where it did. And then as Matt talked about, the addition of Thrive comfortably settled us right at that $80 million amount. And that's the full impact. We're wrapping up integration literally in the month of November, and we have some AR runoff into early mid next year as normal as the systems run off, but we're really putting the integration to bed here in the month of November and excited to go do it again. Andrew Mok: Great. I wanted to follow up on some of the comments around the uncertainty around state budgets and the indirect impact that might have on reimbursement. Are those comments more directional in nature? Or are there specific actions that states are taking that are driving that more prudent posture? Jeffrey Shaner: It's more directional in nature, but we spent the entire year talking to both governors, state Medicaid budget directors and the key majority leaders in almost 30 states. And it's been the same -- similar conversation in all 29 states, which is a little bit of uncertainty, a little bit of let's see how this shakes out, a little bit of we want to see how the OBBBA settles in. So I think at this point, most states have kind of figured out what it means to them. Some Wisconsin was a big winner this year. Wisconsin had a major increase to their Medicaid PDN rate. And -- but we had a couple of states who temporarily put in 2%, 3% reductions just so they could balance their 2026 budget. So we've seen a little bit of everything in the process. But I think as we think of '26 and '27, we think that, that generally in nature, there's going to be some headwinds that states have to work through. Matt Buckhalter: Yes. I think the diversity of the 29 states [Technical Difficulty] for a nice position for some states win, some states hold, some states are going to just be out there for a little bit, but that diversification is a positive for Aveanna. [Technical Difficulty] Jeffrey Shaner: Sorry, we didn't hear the question. John Ransom: You went on mute for a minute. So just going back to your payer relationships, you said you offer to bend the cost curve and it's an upside only deal. What does that mean exactly? And my follow-up is, does having a payer deal in pediatrics grease the skids for a payer deal in home health and hospice and Med Solutions? Jeffrey Shaner: That's great. Let me start with the second one because the second one is easier than the first one. And I'll use United or if you just think about United, our answer would be no. It's 2 totally separate sections of the payer itself. United Community, which is our Medicaid business is totally different than the United Medicare Advantage. We talk to both sides of United in this example, but the paths never really cross inside of their shop. So in most of our payer partners, talking to a Medicaid pediatric rate person is -- has very little benefit to the Medicare geriatric. Many times, they don't even know who the peer is in nature. So unfortunately, unfortunately, it doesn't bleed over. But going back to your first question about our payer contracts. So first of all, each of our 9 -- I think, 9 to date value-based agreements are in addition to an enhanced rate. So all of 30 of our preferred payers have an enhanced rate, which means enhanced wage for the nurse in those cases. All 9 of the value-based agreements are different in nature. Even some of those with the same payer, they're different. But most of them focus on really 2 fundamental things. One is fill rate, the amount of hours that we've been authorized to fill. And the goal is that we fill as many of those hours as possible. The payer wants us to fill 100%. Most of our targets are between 80% and 90%, where our goals are is to land between 80% and 90% fill rate. And then the second part is really HBR or MLR, however they think of it as some form of a target cost for the actual services that we provide and really tying to acute care spend, right? So reducing the acute care spend. Most of our 9 contracts have something to do with the 2 of them. There may be a third and fourth like customer satisfaction and other feedback from customers, but most of them are driven by HBR percentage and a fill rate target. John Ransom: And just to ask the obvious question, so the fact that you're -- you just have more nurses, you have more athletes on the field, you can -- one phone call from them, they can get more spots filled than calling 5 of your smaller competitors. Is it -- I know it's probably not that simple, but is that a big piece of it, I would think? Jeffrey Shaner: It's scale. They want scale. They want scale of nurses, but also scale of geography. They want technology. They want our clinical outcomes. They want the best. But yes, they want more nurses. And most of these payers, if you think of their geography, they're -- in a state like Texas, they're in both Dallas, but they're also maybe in South Texas. So it's urban and very rural, and they want both. They want you to cover both of those with equal tenacity. But yes, they want our alignment of our nurses and our scale with their scale of their other beneficiaries. But yes, that is -- you've nailed it. [ id="-1" name="Operator" /> Next question, Ben Hendrick from RBC Capital Markets. Michael Murray: This is Michael Murray on for Ben. We're getting a lot of questions on the sustainability of growth of the preferred payer relationships. Could you give us an idea of the room to run here? You targeted 30 in 2025. Any idea what the goal would be for 2026? And then what is the potential to increase the number of patients you take within a preferred payer relationship? Jeffrey Shaner: I guess I'll start with -- some people ask us what inning are you in, in the preferred payer strategy. And clearly, we're past the first inning, but we're way before the ninth inning, I'll put it in that way. We're somewhere in the middle of the story. We've added volume metrics in PDS. Our goal would be at some point in the future to add a volume metric in Med Solutions tied to the number of preferred payer accounts. If you think of our PDS volumes today, we announced this quarter, 56% of our MCO volumes are aligned with the preferred payer. I think that would tell you we're a little bit more halfway there. We've said before, we don't think that we'll get to 100% of the MCO volumes being with preferred payer, but we should get to the low to mid-80s and maybe one day, the high 80s in percentages over the next couple of years. So I think as we reset our goals, we met as a team a few weeks ago and started planning for '26. We're in our budgets as we speak now. As we reset our goals for '26, clearly, 30% is no longer the goal. We'll be somewhere in the mid- to high 30s, maybe even approaching 40%. But it's also the value and why we're looking for additional markets. I mean Thrive is a great example. I mean we added 2 brand-new states. We picked up a couple of preferred payers in those states right out of the gate, enhanced relationships. So I'd tell you, there's just -- there's still a long, long runway in front of us. And again, what we're doing in Med Solutions is exactly the same as what we've done in productivity services and Home Health and Hospice, which is define the preferred payers, define the target operating model and then align our capacity with those payers. And that's what you'll hear us talk about in '26 for Med Solutions. Michael Murray: And then I had a follow-up question on capital structure. I wanted to see what your intermediate leverage targets were. And do you anticipate hitting those through EBITDA growth? Or would you use cash flow to pay down debt? Matt Buckhalter: Great question, Michael. And obviously, once again, really impressed with the team being not only a free cash flow generating organization, but a meaningful free cash flow generating organization, $146 million of cash on hand in the quarter. That's phenomenal work from the team through cash collections and operations efforts. We're currently sitting at, what, 4.62x net leverage currently. I mean, we're down almost 3 turns of leverage this year. We were 2.77 turns last year. We've got line of sight to continue deleveraging the organization in the out quarters as well. We have an internal goal to make sure we have a 3 handle in front of that. I mean that's something we're going to be at. We probably won't be -- we won't be there wrapping up this year, but into '26 and into '27 to have a 3 handle in front of that. We'll be thoughtful with our dry powder. It's always nice to have dry powder sitting out there for some potential deals that might come through. But if it makes the most sense to the organization, we're not afraid of paying down debt at the same time. So I think thoughtfulness is what you should take away from this one. But right now, we're going to sit on that and see if any opportunities arise. [ id="-1" name="Operator" /> Next question, David MacDonald with Truist Securities. David MacDonald: Guys, just one left. Just kind of curious, wanted to piggyback on A.J.'s question from earlier. Just with regards to home health and some of the uncertainty there. I'm just curious, has that impacted the strength of the pipeline of opportunities there for you guys? And what would you kind of need to see in terms of the final rule to get comfortable starting to potentially more meaningfully deploy capital there, just given some of the reimbursement uncertainty? Jeffrey Shaner: Yes. It's a great question, David. And we've had a lot of -- there's been a lot of activity in the last 6 months, small, medium-sized activity in both Medicaid and Medicare, both home health and hospice on the Medicare side from an M&A standpoint. And we've looked at a bunch of little or tuck-in type opportunities on both Medicaid and Medicare. We've not been in a position today where we've been ready to pull the trigger on a home health or hospice asset pending the final rule. Our expectations are that the rule would be somewhere close to neutral to 0. That's probably a little bit of aggressive expectation, but that is the ask that we have on hand, as you know, from the industry at large, is basically a multiyear pause and no cuts. We will leverage the 78% of the business to grow the 10% of the business. We've said that before, we mean it. So we'll leverage our Medicaid book to grow on the Medicare side. We're really not a hospice buyer at mid-teens multiples, right? So we're more disciplined as a buyer. We like to buy where we can buy in the high single digits, low double digits and have a clear path to mid double -- sorry, mid-single digits post synergies. So we'd like to see something that is close to 0 or effectively 0 as -- by the way, we expect to see that next week. So our intel says that, that probably is coming out late next week or certainly the following week. So we will know soon enough. And I think for all of us, as you know, David, it's just getting certainty. Just give us a certain answer that we can read into the future with this administration and then we're ready to go to work. [ id="-1" name="Operator" /> I would like to turn the floor over to Jeff for closing remarks. Jeffrey Shaner: Thank you, Stacy, and thank you so much for your interest in our Aveanna story. We look forward to updating you on our continued progress right after the first of the year. Thank you, and have a great day. [ id="-1" name="Operator" /> This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.
Operator: Greetings, and welcome to the Pebblebrook Hotel Trust' Third Quarter Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Raymond Martz, Co-President and Chief Financial Officer. Thank you, sir. You may begin. Raymond Martz: All right. Thank you, Christine, and good morning, everyone. Welcome to our third quarter 2025 earnings call. Joining me today is Jon Bortz, our Chairman and Chief Executive Officer; and Tom Fisher, our Co-President and Chief Investment Officer. But before we start, I'd like to remind everyone that our remarks are effective as of today, November 6, 2025. Our comments may include forward-looking statements that are subject to various risks and uncertainties. Please refer to our SEC filings for a detailed discussion of these risk factors and visit our website for reconciliations of any non-GAAP financial measures mentioned today. Now let's jump into the quarter. We're pleased to report that our third quarter performance was in line with our outlook in a challenging quarter shaped by heightened geopolitical and macroeconomic uncertainty as well as an unfavorable holiday calendar shift, we again delivered solid operating results and industry-leading cost controls. This execution sets us up well for 2026, given the robust convention and major event calendars across our markets. Same-property hotel EBITDA totaled $105.4 million, in line with our midpoint, while adjusted EBITDA came in at $99.2 million, exceeding our midpoint by $2.2 million. Adjusted FFO per share was $0.51, $0.03 above our midpoint. Together, these results reflect the resilience of our operating model, our relentless focus on driving operating efficiencies and our disciplined cost management. On the ground, performance was led by our properties in San Francisco and Chicago, alongside strong contributions from several of our recently redeveloped resorts, including Newport Harbor Island Resort and Jekyll Island Club Resort. Turning to portfolio trends. Same-property occupancy increased nearly 190 basis points, while ADR declined 5.4%, resulting in a 3.1% decline in RevPAR and a 1.5% drop in same-property total RevPAR. If you exclude Los Angeles and Washington, D.C., our 2 most challenged markets in the quarter, total RevPAR actually was up 0.6%. The decline in ADR was primarily driven by competitive pricing in D.C. and L.A., stemming from disruptions related to the ICE activity and the National Guard deployments. We also saw more demand coming through lower-priced booking channels, offsetting softer group attendance and government travel. Even so, occupancy increased in 6 of our 7 urban markets and across nearly all of our resorts. San Francisco was once again the standout. RevPAR rose 8.3% in Q3 on a 690 basis point jump in occupancy, driving EBITDA higher by 10.9%. Growth was broad-based with increases fueled by an active convention calendar and a continued recovery in both business travel and leisure demand. Results would have been even stronger but for the massive Dreamforce citywide convention shifting into October from September of the previous year. Importantly, positive momentum continues in San Francisco with a very strong fourth quarter well underway. No doubt, San Francisco has gone from a laggard to a leader led by the AI revolution, which is headquartered in the city and by San Francisco's tremendous progress in becoming a cleaner, safer and more vibrant city. Chicago also posted another solid quarter with RevPAR increasing 2.3% on healthy leisure events such as concerts and sports, improving weekday corporate travel and stronger weekend leisure. These positive results were achieved despite Chicago facing an extremely difficult comp to last year when the city hosted the Democratic National Convention in August. Both San Francisco and Chicago continue to pace well through year-end and into 2026, which reflects one of the many reasons we're more constructive on next year. Our resort portfolio also remained resilient with total RevPAR increasing by 0.7%, led by exceptional growth at Newport Harbor Island Resort, where RevPAR jumped 29% and total RevPAR surged an impressive 35.9% versus its pre-renovation performance in 2023. Jekyll Island Club Resort generated an 8% RevPAR increase with total RevPAR growing over 11%, while Estancia La Jolla's RevPAR rose 5.7%. These properties illustrate the power of our redevelopment program, which is driving market share gains and growing profitability as these properties climb towards stabilization. Across our urban markets, performance was more mixed. Urban total RevPAR declined 2.7% as strength in San Francisco and Chicago was offset by ongoing weakness in Los Angeles and Washington, D.C. and the lighter year-over-year convention calendars in Boston and San Diego. Washington, D.C. was our softest market, with RevPAR down 16.4% due to reduced government and government-related travel demand and lower tourism activity. We expect these challenges to persist throughout much of Q4 given the federal government shutdown. However, the setup in D.C. should improve significantly in 2026 with more normalized federal travel, a favorable convention calendar and numerous America 250 events. In Los Angeles, RevPAR declined 10.4%, driven entirely by rain. Greater price competition emerged from the negative impact of the devastating fires earlier in the year and the pressure did not decline in Q3 as the ICE rates and National Guard deployments created a perception of disruption and safety concerns, driving continued rate pressure. Conditions are stabilizing as the political environment cools and entertainment production gradually improves. So we expect L.A. to only be a minor headwind in the fourth quarter. Boston and San Diego experienced year-over-year declines attributed to lighter convention calendars in the city as well as softer group attendance. San Diego has also been negatively impacted all year by the significant cutback in federal government travel. That said, both markets continue to exhibit steady underlying trends in leisure and business travel. On a monthly basis, July same-property total RevPAR decreased 1.1%. August was essentially flat and September fell 3.3% with the midweek timing of the Jewish holidays being a major headwind for September as expected. On the revenue side, same-property out-of-room revenues grew 1.7%, supported by stronger event space utilization, elevated food and beverage performance and the benefit of upgraded amenities across our redeveloped properties. Transient demand strengthened by 3.8% in Q3 as the booking window remains shorter, aided by growth in our wholesale and consortia channels. Group occupancy declined by 2%, primarily due to lighter-than-expected attendance at health care, education and government attended or related events. This trend is consistent with the national data STR has been publishing, which we also highlighted last quarter. On the operating expense side, execution remained excellent. Same-property hotel expenses before fixed costs rose just 0.4% year-over-year. And on a per occupied room basis, expenses declined about 2%. That's another quarter of exceptional operating discipline by our hotel teams and asset managers, creating efficiencies and lowering operating costs. Turning to LaPlaya in Naples, Florida. Our weather resiliency improvements are just a week or 2 away from being substantially complete. We expect LaPlaya to generate approximately $36.6 million in adjusted EBITDA this year, including both hotel EBITDA and BI income. This compares to $42.8 million in 2024, which benefited from elevated BI collections following Hurricane Ian. On the capital side, we invested $14.2 million in the quarter and remain on track to invest $65 million to $75 million this year, reflecting a return to a normalized capital investment pace following our now completed multiyear redevelopment program. This lower run rate supports higher discretionary free cash flow and gives us more balance sheet flexibility. We also entered into an agreement to sell one of our hotels for $72 million with a buyer having provided a nonrefundable deposit under the contract. Consistent with the purchase agreement, we can't disclose a specific hotel or buyer at this time. The property has been classified as held for sale, and we expect the transaction to close in the fourth quarter, subject to customary closing conditions. That said, there is no assurance that the sale will be completed on these terms or the time. The potential disposition is not reflected in our fourth quarter or full year outlook. Shifting to our balance sheet. We remain extremely pleased with the successful $400 million offering of 1.625% convertible notes we completed in September. We used these proceeds to retire $400 million of our 1.75% convertible notes due 2026 at a 2% discount to par, leaving a very manageable $350 million outstanding. We also concurrently repurchased $50 million worth of common shares during the quarter at a significant discount to NAV, which is accretive to FFO and NAV per share. We ended Q3 with $232 million of cash, and we expect to generate over $100 million in free cash flow by the end of 2026. Our plan is straightforward: use cash on hand and free cash flow to take out the remaining convertible notes maturing in December 2026. All told, it was another quarter of disciplined execution amid a choppy and uncertain demand backdrop. And with that, I'll hand it over to Jon to provide more details on the third quarter, our outlook for Q4 and a look ahead to 2026. Jon? Jon Bortz: Thanks, Ray. When we look at the industry's performance, the third quarter looked a lot like the second, only a bit softer. Demand was slightly down year-over-year, and that caused renewed pricing competition, which led to a lack of ADR growth. Group demand was most pressured. It was lower in all 3 months due to reduced government travel, weaker international participation at conventions and conferences and some increasing attrition. Transient demand, including leisure, held up better. It remained positive versus last year. That mix favored weekends over weekdays for the broader industry and for Pebblebrook. In terms of industry performance by price point or scale, there remains a sharp divide between the upper and lower ends of the market. Premium hotels and resorts continue to perform better, while the bottom half is seeing much more weakness as cost-conscious consumers pull back on their discretionary spending. In Q3, we faced the same fundamental challenges as the industry, but the localized disruptions in L.A. and Washington, D.C. drove our third quarter performance below the industry average. To put that disruptive impact into perspective, L.A. and D.C. represented roughly $7 million of the $7.9 million year-over-year decline in same-property hotel EBITDA. Throughout our portfolio, we continue to see a recovery in business transient travel. Like the industry, group room nights and group revenues were slightly negative in the quarter versus last year, while business and leisure transient demand continued to improve. Due to the resiliency of leisure demand, weekend occupancies were up all across our portfolio, urban and resort, demonstrating the continued appeal of our high-quality properties, especially for leisure and social group customers. Weekday occupancy also grew due to the continuing recovery in business transient travel and our team's focus on replacing group and government shortfalls and rebuilding overall occupancies through discounted wholesale and consortia channels. I'd also like to briefly highlight the performance at our redeveloped properties because it's a key part of our improved performance in '25, and it should provide a similar boost in 2026. We praised the terrific performance of Newport Harbor Island Resort last quarter, and it deserves that praise again this quarter. In Q3, Newport led the way in our portfolio, delivering $11.8 million of EBITDA in its most important seasonal quarter, up $2.9 million year-over-year on a 21.6% total revenue increase and strong flow-through. That's exactly the ramp we expected from the comprehensive $50 million transformation completed last spring. That's a higher quality overall resort experience with more compelling venues, delivering increased event capacity and a richer food and beverage mix, all together driving higher ADRs and higher out-of-room guest spend. For the full year, we now expect Newport to generate almost $17 million of EBITDA, ahead of the $13.6 million at acquisition and much higher than our forecast just 90 days ago. We're very excited about Newport's future. Hats off to the resorts operating team. And 2025 is just our first full year of post redevelopment operations. So we believe the resort is well positioned to generate even stronger performance over the next few years as it continues its ramp and it benefits from increased exposure to group and leisure demand. And Newport is just one example of the benefits of our strategic redevelopment program. Our comprehensively upgraded and transformed hotels and resorts across our portfolio are gaining share and growing cash flow with more runway ahead. This includes, among others, Estancia La Jolla, Chaminade Resort & Spa in Santa Cruz, Hotel Zena and Viceroy in D.C., 1 Hotel San Francisco, Hilton Gaslamp, Margaritaville Gaslamp, L'Auberge Del Mar and Jekyll Island Club Resort. These properties are demonstrating the benefits of the transformative nature of our redevelopment program through sustained market share gains, higher out-of-room spend and higher profitability. Operationally, our teams again did the hard things well in the quarter. They found efficiencies and controlled costs. Same-property total expenses were limited to just 0.7% growth. On a per occupied room basis, costs declined. That's a direct result of our team's relentless focus on improving every aspect of our operating cost structure through our strategic productivity and efficiency program. On the technology front, we continue to pilot AI-enabled tools aimed at improving hiring, retention, service delivery, cleanliness and overall productivity across our portfolio. The pace of AI and robotics innovation is accelerating rapidly, and we're working closely with Curator to identify and implement the most impactful solutions. We expect the hotel operating model to look quite different in a few years from now, and we intend to stay ahead of that curve. We've also begun implementing some of the new technologies aimed at reducing energy and water usage, and we're investing in new systems, including solar and HVAC upgrades, where the ROI is compelling. Now shifting to the fourth quarter. We remain cautious on Q4 given the macroeconomic outlook and the ongoing uncertainty related to the government shutdown, tariff policy, governmental efforts to reduce government spending and the ultimate impact of these policies on the economy. While it's becoming increasingly clear where the level of most travel -- tariffs, sorry, are likely to settle, particularly with the most recent events in Asia, we believe both businesses and consumers remain more cautious until there's more clarity on the details of these agreements and until the shutdown ends. Economists agree as they continue to forecast slower growth in the near-term. Specifically, the government shutdown now in its sixth week is clearly hurting travel. Government travel and travel to visit with the government is down all over the country, and it's obviously much more pronounced in Washington, D.C. Many business and leisure travelers are becoming more hesitant about air travel while the shutdown persists. Unfortunately, we've seen a notable increase in government and government-related cancellations everywhere, and we've experienced slower pickup in many markets around the country, especially in D.C. and to a lesser extent, in San Diego. This negative impact is now showing up in the STR numbers for the industry. RevPAR growth, which was primed for a very positive October is now trending closer to slightly negative for the month. Our preliminary October results were more favorable. Total RevPAR increased approximately 4%. This illustrates the benefits of our high-quality properties and the added and enhanced venues, event spaces and amenities throughout our portfolio. Our concern, of course, for the rest of the quarter is that, air travel is likely to be impacted at increasing levels as the shutdown lengthens and then the recovery may be more gradual once the shutdown ends. DOT's announcement last night of a 10% reduction of flights beginning Friday won't help demand unless it leads to a quicker resolution of the shutdown. As a result, it's difficult to forecast the rest of Q4, but our current outlook assumes the shutdown will end soon. As of October 1, our revenue pace for Q4 was ahead of last year by 2.1% or $2.6 million. This represents an improvement from 90 days ago. With the government shutdown lasting the entire month of October and already a week in November, the positive pace for Q4 has likely been negatively impacted, but we don't yet have data on that, and we won't for a few more days. Our Q4 outlook assumes same-property RevPAR will range between minus 1.25% to up 2%, with total RevPAR between a negative 1.25% and a positive 2.7%. On the cost side, due to the benefits of our strategic efficiency and productivity efforts, we expect total hotel expenses to grow just 0.8% at the midpoint. That means expenses per occupied room should decline again in Q4. As we look ahead to 2026, we remain cautiously optimistic due to our belief that fundamentals provide a favorable setup for next year. We believe macroeconomic uncertainty will fade. Hotel demand is likely to normalize with GDP growth, and we know new supply will remain at historically low levels. I know there are many professional prognosticators who are currently forecasting limited RevPAR growth for 2026, but there are several significant pluses for next year, both for the industry and specifically for our portfolio. Let's start with prospects for favorable demand growth in 2026 and a return to the positive correlation between GDP growth and hotel industry demand growth. I know some skeptics out there believe there's no longer a correlation, but we don't fall into that camp. As the monkey is saying, I'm a believer, we strongly believe that our industry has experienced a unique set of factors that have temporarily disrupted the correlation. And as these factors fade or disappear, demand growth should resume its positive historical connection to GDP growth. Listen to these numbers for annual hotel room night demand growth beginning back in 2010. 2010, 7.2%, coming out of the Great Financial Recession. 2011, 4.6%, still recovering from the GFC. 2012, 2.8%; 2013, 1.5%; 2014, 3.9%; 2015, 2.4%; '16, 1.6%; '17, 2.2%; '18, 2.2%; and 2019, 1.5%. Pretty consistent and healthy demand growth for every year in the economic cycle. I'm going to skip '20 to '22, which were pandemic impacted with huge negative and then positive volatility. So for '23, demand growth was 1% with continuing normalization from the pandemic growth blip in '22. 2024, 0.6% with the first 3 quarters of normalization. And for 2025 year-to-date through September, it was negative 0.2% with massive disruptions from government cutbacks, material declines in international inbound travel due to nationalistic rhetoric and significant economic uncertainty due to arguably the most significant policy uncertainty in the past 50 years. Could there be more material disruptions in the future? Of course, there could be. However, we believe it's more likely that much of this uncertainty dissipates and the business and investment-friendly legislation passed a few months ago, combined with the benefits of significant deregulation will finally begin to kick in, in a very favorable way and provide a nice tailwind for the macroeconomic environment in 2026. And the supply picture continues to provide a fundamental tailwind for the industry and for us in our markets. There is very little supply being added in the industry, and new construction starts continue to run lower than deliveries. Given that it takes 3 to 4 years to deliver new high-rise urban or resort properties from the first shovel in the ground, the runway for recovery and improvement is long. Whenever we get to the runway, which we hope is next year. The other significant tailwind for 2026 is that, the holiday calendar next year is meaningfully more favorable than 2025. For example, for all you sweet hearts out there, take note, Valentine's Day falls on a Saturday next year versus a Friday this year. The gang here is cracking me up. And it also falls over the President's Day weekend, creating the potential for a much stronger leisure weekend with less midweek disruption. Juneteenth shifts to a Friday from a Thursday, reducing the negative impact on a weekday business travel -- on weekday business travel from the holiday. July 4 moves to a Saturday from a Friday, creating the perfect weekend for all the America 250 celebrations. The Jewish holidays in the fall occur either over a weekend or a Monday, thank God, causing less of a negative impact on business travel for those 2 weeks. Halloween falls on a Saturday next year versus a Friday this year. That's a definite treat for less midweek disruption. Christmas provides a nice gift by moving closer to the weekend, creating a more favorable long weekend for holiday leisure travel and New Year's Eve also moves closer to a weekend, creating a better pattern for leisure travel to celebrate the year-end. The hotel industry will also benefit from a uniquely active major events calendar next year. Numerous cities will be boosted from the World Cup being hosted in the U.S. and from many activities surrounding America's 250th anniversary celebration. For Pebblebrook, we expect to benefit from all these tailwinds as well as a few of our own. Based on what we know today, we believe we'll outperform the industry next year. Our redeveloped properties, which are still ramping up, will contribute to this outperformance. Several of our urban markets, including San Francisco, Portland and Chicago, are primed to continue their recoveries. L.A. comps will be much easier due to the negative impact from the fires and other safety-related disruptions. D.C. too has easy comps for next year, along with a stronger convention calendar. On top of that, we expect to see significant incremental demand from a multitude of major events across our portfolio, 28 World Cup matches across our markets, featuring 8 matches in L.A., 7 matches each in Boston and Miami and 6 in San Francisco. NCAA men's basketball tournament rounds in 4 of our markets, the 250th U.S. anniversary celebrations in D.C., Boston and likely other cities, the Super Bowl in San Francisco, the NBA All-Star game in Los Angeles and the College Football National Championship game in Miami. While most of these major events have yet to put many rooms on the books for next year, except for the Super Bowl in San Francisco, our group and total revenue pace for next year are currently favorable. As of October 1, 2026 group room nights were up 4.1%, ADR is ahead by almost 3% and group revenues are up over 7% or $7.6 million over 2025. Total revenue pace, including both group and transient, is up by 6.1% or $9 million ahead of the same time last year. So while none of this guarantees a great year, the setup for 2026 is very positive. We've got a favorable pace. We have easy comps in L.A. D.C. should settle down. San Francisco is recovering very strongly. We've got significant upside from our numerous redevelopments. The holiday calendar is meaningfully more favorable next year. The uniquely strong calendar of events will materially benefit our markets and business uncertainty is likely to significantly dissipate as tariff policy is resolved and as business investment ramps substantially through AI and reshoring. As a result, we're optimistic about a positive trajectory for next year. By executing on our strategic plan, driving revenue, maximizing efficiencies and growing free cash flow, we're creating the foundation for strong, durable long-term value creation. We have a solid balance sheet, a redeveloped portfolio and a very favorable multiyear supply setup, which positions us well to take advantage of a growing economy. We just need the macro to finally fall into place without major disruptions. That wraps up our prepared remarks. Christine, we're ready to open it up for Q&A. Operator: [Operator Instructions] Our first question comes from the line of Gregory Miller with Truist. Gregory Miller: First off, very detailed and helpful commentary on 2026. I'd like to ask about San Francisco lodging performance given some encouraging trends as of late. I could ask several questions about how you see the market today, but I'll start with a few items in particular. Looking at CoStar data, there has been some encouraging room rate growth, especially during major convention citywides [indiscernible] and obviously, there are many potential citywide sellout days ahead in the next couple of quarters. I'm curious what you're seeing in terms of the level of confidence from hoteliers in the market to push room rates during high occupancy nights and any implications to your properties? Jon Bortz: Yes, Greg. So thanks for the focus on San Francisco. Obviously, it's an important market for us, and it's not been a good market for many years. But this year, it's really cranking on all cylinders at this point. And I think your question about rate is really where the market is heading, which is -- and there's a big opportunity that I think has begun to already be capitalized on to push rate, not just over the citywide dates where compression clearly occurs, but much more so on weekdays and certain weekends when there are major events in the city. But as it relates to weekdays, I think what we're seeing is regular Monday, Tuesday, Wednesday nights without a citywide are still selling out. And that increase -- very significant increase in demand is allowing our teams to push rate and do it with increasing confidence. And I think as that permeates through the market, I think we'll continue to see that. I mean we have a lot of rate growth to recover from 2019. And I think we've started to see it, but I think that will be a much bigger part of where we go next year in addition to obviously being able to take advantage of both Super Bowl, which, of course, will drive significantly higher rates as well as World Cup, which will not only drive rates, but even more importantly, drive significant occupancy growth in the market. Raymond Martz: And Greg, also just about your question of momentum building in '26. The convention center, the room nights on the books for '26, it's made a lot of really good progress since the start of the year, thanks to SF Travel is doing a great job with the new leadership there. Just to give you an example, they booked over 100,000 room nights or 100,000 room nights have gone definite for '26 since the start of the year. So that's about a 20% increase. So we started the year with '26 convention demand looking like it would be down in '25. It's actually now up in a pretty short amount of time. So it shows the positive momentum there. And the number of sellout nights we had, what, 44 days in '25 that we had over -- redeemed as kind of sellout nights, that's projected to increase in '26. So to Jon's point, we have more opportunities there for hull some great compression opportunities. Jon Bortz: And I think one of the things that's kind of unique about San Francisco, obviously, you've got a big factor in that AI and much of technology and biomedical is headquartered there. But a lot of the conventions and citywides that occur in San Francisco are corporate led. And as a result of that, corporate tends to book much more short term than the bigger associations do. So bringing in that major corporate-sponsored events like Microsoft Ignite, which is occurring here in November, where they just canceled out of 2 other markets for '26 and '27 and have signed up to be here in San Francisco. So we're really encouraged about the positive momentum there. Gregory Miller: That's all very helpful. Maybe switch gears on a different demand segment in San Francisco. We get a lot of investor questions that relate to transient corporate and specifically how the AI industry is impacting demand at this point or maybe the next couple of months. I'm curious if you could provide a little more context in terms of what you're seeing as of late and perhaps your expectations for the fourth quarter. Jon Bortz: Sure. Well, I mean, what we've been seeing and increasingly over the course of the year are more and more companies that we've never heard of. And they're booking not just transient business, they're booking in-house group, they're booking, recruiting people coming in, looking for jobs. They're booking training in our hotels in the marketplace. And some of these have grown to the point where they have their own conferences like Snowflake, which I guess, didn't exist, I don't know, at least certainly people didn't know about 3 or 4 years ago. So it's definitely having an impact on those Tuesday -- those Monday, Tuesday and Wednesdays that I talked about within the market. And so, it's extremely encouraging. They're also coming in. They're taking a lot of office space. Obviously, people have read the stories about these companies growing and they're taking space quickly after they take space because they're growing so fast. The other thing we've seen is, a significant number of IPOs of companies based in San Francisco over the last 6 months. And again, that's capital flowing into the industry that's being used for growth, and that growth involves to a great extent, high-caliber people being hired. Operator: Our next question comes from the line of Cooper Clark with Wells Fargo. Cooper Clark: You continue to make really strong progress on the expense side. Could you provide color on how much of that is the result of reduced headcount? And is it fair to assume we see labor costs moderate into '26? Jon Bortz: Yes. I mean I think -- I mean, I've been in the business since the early '90s. And through every cycle, we reduced the headcount of our hotels. Our people become more efficient, more productive, and that's continuing. There's additional tools that people can use. We're better at scheduling through utilization of these tools. We're making fewer mistakes. When it comes to scheduling, we're using third-party services less as a result of more efficient scheduling as examples. So we think that will continue. That's our relentless focus. And yes, I think the wage side because of the front-end loading of a lot of these city labor contracts, we think that next year, the wage rate growth will be less than it was this year, albeit a little of that will be offset by probably health care costs that are going to be -- that are going to grow at a higher cost -- a higher rate than they did this year. But overall, it should be lower in terms of the growth rate of those wages and benefits combined. But our focus is on everything that we do in our hotels. It's on how are we more efficient utilizing energy. There's new tools. There's better ways to operate our hotels to use less power, to use less water. It's good for the planet. It's good for the bottom line financially at the end of the day. It's what our customers want. It's more consistent with their values. It's focused on insurance, how do we lower insurance? How do we reduce accidents? Some of that is operating best practices. Some of that involves physical improvements and changes to our properties. How do we increase resiliency from weather? So we have less downtime and less damage. It's infrastructure improvements, roofing, window ceiling, new windows, sealants. It's all sorts of things through the portfolio. It's how do we reduce credit card commissions, how do we encourage people to pay by ACH? All of that is a focus. It's really every line item that we have on our income statements. And it's going to be a significant focus as far as the eye can see, particularly as we get new tools that are AI-enabled or boosted, robotics become a more important factor. And as the quality of that service becomes better, in fact, in many cases, likely better than what a human can provide ultimately. So certainly more knowledge individually. So we're very encouraged about where the opportunities are to lower costs as we move forward, improve the quality of work for our employees and deal with some of the shortages that are occurring and that we think will occur as a lot of our workforce ages and is not being replaced by others willing to do the same jobs. Cooper Clark: Okay. That's really helpful. And then shifting to L.A. I appreciate some of the more positive commentary on L.A. into the fourth quarter. Could you just talk about how we should think about L.A. into 2026, given what should be softer comps, but some continued challenges on the demand and labor side of things? I guess, said differently, do you expect L.A. to continue to drag on results from a RevPAR and EBITDA perspective over the next 12 months relative to the rest of your portfolio? Jon Bortz: Yes, Cooper, we -- well, we think actually it will be one of our better performers next year because of the easy comps, the recovery that we are seeing sort of renormalizing back in the market. And then the discussion and data that we're getting related to the future ramping of TV and movie production in the state based upon the approvals of those that are going before the film commission that's providing these grants. From what we see, the big ramp-up of that, there's a small increase that we should see probably not here in the fourth quarter, but in the first quarter of next year, but then a bigger ramp in the second quarter because there's a 6-month requirement that once the application has been approved that they start production in the market. So the doubling -- more than doubling of the credits that the state is providing for production in California is really kicking in by the middle of next year. So look, presuming we don't have any major events, we don't have political issues going on that disrupt the perception of safety or quality of life or the beauty of the visit. We think L.A. will be a big tailwind for us in the portfolio next year. Operator: Our next question comes from the line of Smedes Rose with Citi. Bennett Rose: I appreciate all your detail talking about next year. But I wanted to just ask you a little bit about maybe -- I mean you have an asset held for sale. Just kind of what are you seeing overall in the transaction market in terms of just, I guess, overall pricing? And where are you, I guess, going forward in terms of trying to execute on potential asset sales, assuming there's kind of a constructive transaction market? Thomas C. Fisher: Smedes, it's Tom. Thanks for the question. So I think just as a general backdrop, the transaction market has kind of been gyrating between risk-on and risk-off all year. The one constant throughout the year, however, has been the debt markets. The debt markets have been improving. They're getting more competitive. There's more availability, there's better pricing. And in some instances, it's actually becoming an alternative to a sale for many sellers from that perspective. Because I think on the equity side, again, it's kind of more risk-on, risk-off. I think would be government shutdown, would be kind of flat to negative operating performance that you see in the weekly and monthly stars. I think star reports, we're just kind of at a pause right now until there's a little more macro clarity. But what I would say to you is, over the course of the last 60, 90 days, we've seen, I think, a real pent-up demand by investors. You've seen some larger transactions take place. You've seen a return of some of the bigger private equity names. You've seen some of the owner operators. So I think there -- my sense here is that, there's just -- they're all just waiting for that catalyst. And I think if you listen to what Jon had indicated in our call about 2026, I think once things turn and there's better visibility, I think there's going to be a lot of pent-up demand for transactions moving forward. I think the risk-off situation right now is nobody really wants negative leverage and they're focused on smaller deals and those will continue. But until there's some clarity, I think we're going to be a little bit of a pause here. Jon Bortz: And I think from a strategy perspective, our focus continues to be to sell assets and use that capital to take advantage of the public-private arbitrage opportunity to buy our stock back, pay down debt, remain leverage neutral or slightly reduce leverage over time. But I think from the disposition perspective, there have been new entrants into the market. There's certainly a lot more high net worth individuals out there looking at lodging where they might not have previously because I think folks see the potential upside opportunity and the ability to take advantage of what are historically pretty low per key values, particularly as it relates to what has been continuously increasing, which is the replacement cost of hotels. So I think we're encouraged, but I think what we need, and we've continued to need and we've talked about this before is, we need operations to turn positive. It's hard for a buyer to buy into a market that's declining. They need to see things go up. Everybody is well aware of the long runway of limited supply growth, which will allow for both occupancy and rate to grow arguably faster than inflation, which is what it's done historically. But it's got to turn. So I think that's where we're going. And hopefully, we have fewer of these macro disruptions next year. Bennett Rose: That's helpful. And then I was just wondering, just -- you mentioned that you continue to see, which we hear generally across the states, a real discrepancy between higher-end leisure customers and then lower end. And just within your portfolio, what are a couple of examples, I guess, of sort of higher-end resorts where you saw solid maybe RevPAR gains year-over-year and maybe a couple where they were weaker, just given the composition of the customers that go to those properties? Raymond Martz: Smedes, well, there's a couple of other moving parts. I mean you take Newport Harbor as an example, which caters to people who are from Boston and New York. So we have a very strong leisure component there and also very strong corporate demand. Our demand has been tremendous there. As we cited during the call, the RevPAR up double-digit, 30-plus when you look at those levels over year-over-year. So those are examples where we're also benefiting from the redevelopment side there, but that's where we continue to have less price sensitivity. When you get to some of the markets, maybe in some markets, say, like in South Florida for Key West, there's a little more pricing sensitivity. But we've adjusted our revenue management strategies accordingly. So we actually did okay there. But like I think we're opening up channels to look at other sort of customer bases and doing our best there. But I think overall, the quality level of our hotels are so higher. We're a little more insulated versus if you start going down the quality spectrum, and you're seeing in STR numbers much more than our resorts. Jon Bortz: And I think a couple of other examples would be LaPlaya in Naples and Inn on Fifth in Naples, both luxury properties, a fair bit of insensitivity to pricing by our customers down there. L'Auberge Del Mar in Del Mar out in California would be another example of a property at much higher average rates, relatively small property where the customers, again, are relatively insensitive to pricing, but very sensitive to us providing them good service. So those would be a couple of other examples. Operator: Our next question comes from the line of Duane Pfennigwerth with Evercore ISI. Duane Pfennigwerth: Jon, on government shutdown impacts, given your time in D.C., any perspective on how quickly this activity can spool back up? Because if I think about this year, we already absorbed the DOGE impacts earlier in the year. I assume you had won some of that back, but maybe not all of that back, and now we have the shutdown. So I don't know if you covered it in your extensive 2026 event navigation, which was very helpful. But have you sized the impact from the government sector this year in totality? And how big of a tailwind could it be next year? Jon Bortz: Yes. It's funny. These things are a little harder to estimate. I mean we can look at where government is, and it's probably been down about 1/3 to 40% of what it was the year before. That probably represents, in total, about 1 point to 2 points of total demand for our portfolio and probably fairly similar for the overall industry, although probably more heavily weighted at the low to middle end, generally speaking. The shutdown is a different matter because it's impacting more -- way more than just government travel. It's impacting people who have discretionary travel, which is what most travel is at the end of the day. So it's more about people who get anxious about flying. It's more about people who don't want to put up or take the risk of cancellations or big delays that they're concerned about and that the media will be keen to report about. So it's a hard thing to measure, but it's material as is the continuing imbalance of international -- domestic outbound and international inbound. I mean you've got one that's at 120% of 2019 levels, and you have inbound in the 80s of 2019 levels. That could reverse, but it's going to take it sort of creating a different perception on the part of our government's desire to welcome people into the country. And frankly, we're not seeing that yet, although we hope to see that certainly for World Cup next year, which is something that's really important to the President and the administration. Duane Pfennigwerth: And then just relatedly, I ask you the same question I asked was, given that the assumption that we have a no storm fall and we're not like rebuilding this fall on the Gulf Coast, what does that allow you to do and thinking more about like 2026? Jon Bortz: So I think the first thing it allows us to do is sell a property that's not been damaged. One of the things we were hearing from clients in Naples, as an example, is, gosh, you've had all these storms in the last few years. We've had to move our meetings to other markets or other properties. Is this going to ever end? Or is this the new pattern? And having a year where there's no impact, I think, is helpful from a sales perspective. Certainly easier to sell when you don't have that. It's easier to sell when you have a property that's primed and in great condition, which is not what we had last year in terms of selling for this year. So I think it bodes well for, again, LaPlaya to ramp from $25 million of EBITDA this year to maybe closer to $30 million next year on its way to hopefully getting back to that $35 million or $36 million level of where it was heading in 2022. Operator: Our next question comes from the line of Michael Bellisario with Baird. Michael Bellisario: Jon, you mentioned attrition or increased attrition during the quarter. Can you dig in there a little bit more? What markets -- what segments did you see that? And presumably, that's continued into the fourth quarter? Just any added color on short-term booking trends would be helpful. Jon Bortz: Yes. I mean it varied through the portfolio in markets, but it was much more visibly related to government and government-related, but you don't always know what's government-related until the customer declares it. And in a lot of cases, it involves education. A lot of these conferences are supported by grants or the departments are supported by grants, which they're not getting, they're frozen or they don't expect to get, as you know, with the disruption going on with the universities. So a lot of it is related to those sectors. We're not really seeing it in technology. We're not really seeing it in medical, biomedical. We do see it some in other conventions where the attendance is lower and it relates to associations where the people are paying their own way. And you get some of that 3%, 4%, 5% falloff in attendance that results from that. So it's not something that -- I mean, interestingly, I think still on a year-over-year basis, our attrition payments were less this year than they were last year for Q3. So it's certainly not at a high level yet, but it's more clearly impacting those groups that are somehow related to government. Raymond Martz: Yes. So, Michael, we're not highly concerned with the attrition cancellation. It's not heading in a really bad direction, but it's certainly something we do monitor because it does go quarter-to-quarter because that's usually maybe early canary in the coal mine, so to speak, if companies are feeling differently about their spending. So nothing materially that we're concerned about, but we continue to monitor it. Operator: Our next question comes from the line of Jay Kornreich with Cantor Fitzgerald. Jay Kornreich: I just wanted to follow-up on the leisure transient side of the portfolio. The recently renovated resorts have all been performing quite well. But just curious, how would you characterize kind of the overall leisure customer and its price sensitivity these days? And as you look out towards next year, on the same-store part of the portfolio, do you feel like there's more upside from that leisure customer improving or more from the urban side of the portfolio? Jon Bortz: Well, interestingly, I mean, the leisure customer impacts our urban properties to a meaningful extent. I mean our cities are, in many cases, very heavily tourist destinations. And when I think about -- when we think about next year, I would say a couple of things. First of all, some of the few cities like D.C., as an example, and L.A., leisure has been meaningfully impacted this year. We should see a recovery next year. I mean when the government shuts down, the Smithsonians closed. Museums are closed here in town. There's not a lot to see here if you were a leisure guest. If you're a group coming from a high school or a middle school somewhere coming to spend their 3, 4, 5 days in D.C., they're not coming right now because there's nothing to do. So that's definitely something that should be a tailwind unless government is going to be shut down next year. And so, I think from a leisure perspective, as the economy improves, and leisure customers feel better about their jobs, I think leisure will continue to improve. I mean I think it's lost on people that if you -- we were trying to highlight this. If you look at the weekends in the third quarter, they were up year-over-year in occupancy and demand. So the leisure customer has been resilient, but they have become more price sensitive. And as you work your way down the price spectrum, they get more and more -- the customers at those properties are more and more price sensitive. And you're seeing it in the differing rate declines that STR reports every week and every month. Raymond Martz: And Jay, I think where we also counter our portfolio is a little bit different is all the redevelopment that we've completed over the last couple of years, that's paying huge dividends. So that's fighting through maybe some of the weaknesses that could be some of these consumers. If you look at our projects that we completed in '23 and '24, we've gained over 700 basis points of penetration over -- year-over-year. So that's a really a good direction there, which helps us counter maybe some weaknesses you may have in individual consumers. Operator: Our next question comes from the line of Aryeh Klein with BMO Capital Markets. Aryeh Klein: Jon, I appreciate all the color on the disconnect between demand and GDP growth. And I was hoping you can touch more on why you think that disconnect has happened? And what gives you the confidence that, that resolved? And I guess alongside that, do you think that the growth in AI investments where building data centers doesn't provide all that much benefit to lodging demand has distorted the relationship between the 2 and just that maybe the underbelly of the economy isn't all that healthy that can continue into next year? Jon Bortz: Sure. Well, I think the disconnect has a lot to do with some of these major policy disruptions and it has to do with sort of the normalization following the pandemic. I mean we had a big demand recovery. We had customers back in '22 as an example, that had no pricing sensitivity whatsoever. And you remember those comments we made about people buying up for suites, and that was the first product that went in our property and nobody really cared what anything cost because we couldn't even meet all the demand that was there. We didn't have the staff to service it. That had to normalize. And I think the other thing that's had a negative impact on that correlation is this international domestic imbalance, which is really large. And keep in mind, an individual who goes abroad or comes here is usually spending -- I mean, I think here, it's -- the average is somewhere between 10 days to 2 weeks abroad. I think it's a little more like 7 to 10 days of the outbound. But that differential has gotten really, really wide post pandemic, and it's not recovered. And so, I think that's a big part of it, too, Aryeh. I don't think it has anything to do with data centers and the GDP really isn't as good because you have to -- these things -- it's about direct and indirect, right? There's a lot of money being invested. Where is it ultimately going? Ultimately, it's going to go to people and businesses and corporate profits and wages and benefits and bonuses. And so, ultimately, it gets around to enhance the economy. And that -- it doesn't really matter all that much what it gets invested into unless it's -- I don't know, it would have to be something that went out of business really rapidly. But -- so I do think all that capital, I mean -- and it's not just data centers. You've got a lot of manufacturing reshoring. You have to have materials for that. You've got to ship that stuff. You've got to put it into place. You have to hire a lot of workers to do it. You have to rent a lot of equipment to build those things. You've got to build a lot of new electricity and buy all the equipment. I mean it goes on and on and on. And you still have the vast majority of the CHIPS money that hasn't gone out the door yet. You have a lot of the infrastructure bill money. I mean, you can just go online and ask how much of that money has gone out the door. The majority of it still has not gone out the door for infrastructure, but it's been authorized. So a lot of these disruptions, hopefully, international begins to normalize over time. It's not in our thoughts for '26. You noticed we didn't mention of that reversing. I mean the dollar, when it retreated in the first half of the year has recovered a lot of that retreat. That's not good for international inbound and it hurts outbound. So I think that's in the pocket. It's something that will ultimately normalize, but I wouldn't count on it for next year unless we see a reversal in the dollar. And some of this other rhetoric that's caused people to go elsewhere. Aryeh Klein: Maybe just a quick follow-up. Just for the World Cup for next year, any early thoughts on the magnitude or the potential tailwind that, that can add to RevPAR for next year? Jon Bortz: Yes. I mean I think some of the brands or prognosticators have suggested it's maybe 30 basis points or 40 basis points of improvement in RevPAR next year. I tend to think it's probably a little more than that for our portfolio given the number of matches that we have. The challenge is, I mean, we've gone -- we've done a lot of research on it with our teams. And if you go to the last World Cup, 70% of the business was booked within 30 days of the matches. What gets booked ahead of time, and we have started to see some of it is some of the group that is regardless of what team is playing and where they're playing. So we would expect it to be very last minute. We haven't announced the teams yet. There are some, obviously, that are -- that have already qualified, but still the majority have not. Not only have they not determined all the teams, but they haven't said where any of the teams are going to be playing. So all of that just means it's going to be pretty short term. But the other positive is, there's 50% more teams this year than there were last year, I mean, in the last World Cup. We've gone from 32 to 48 teams. That's also a big positive for the overall impact. So I think it will be -- I think a lot of it's going to happen late first quarter and second quarter and really the final 30 days before the matches in both June and July. And that just means everybody is going to hold out and keep things frozen until then. Operator: Our next question comes from the line of Chris Darling with Green Street. Chris Darling: Going back to San Francisco, we've obviously talked about how the market has plenty of momentum behind it. I think importantly, it seems like investor sentiment has really changed for the positive as well. With that in mind, Jon, curious where your head is at strategically in regards to your remaining exposure there. Do you think now might be the time to consider divesting some of your remaining assets? Or does it make more sense in your mind to sort of ride the recovery wave out over the next couple of years? Jon Bortz: Well, I think from a general perspective, all of our hotels are available for a buyer, particularly strategic buyers because of the flexibility of our properties, all of our properties in San Francisco can be available without management and brand. So ultimately, there's a lot of flexibility there. I think where we are is, it will depend on pricing. I mean there's going to be a really strong growth. We believe in that strong growth. I mean we think we have assets that we think will double or triple their yields over the next 3 years in that market. And we believe you could easily see double-digit RevPAR growth for the next 3 to 5 years there, given the recovery that's needed in rates, the momentum that's going on with the underlying industries and growing confidence as occupancy gets rebuilt here in the market. So we've got great political leadership there. At this point, I think it will just depend upon pricing, whether we would sell in that market or not. We would just have to take into account what we believe the growth levels are going to be. Operator: Mr. Bortz, we have no further questions at this time. I'd like to turn the floor back to you for closing comments. Jon Bortz: Thanks, Christine. Thanks, everybody, for participating. Sorry, we ran long. We had a lot of thoughts we wanted to convey. We look forward to talking to you in February next year, but I'm sure we'll speak to many of you at NAREIT in Dallas next month. Thank you very much. Operator: Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation, and have a wonderful day.
Operator: Good day, and thank you for standing by. Welcome to the Appian Third Quarter 2025 Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Brian Denyeau from ICR. Go ahead. Brian Denyeau: Thank you. Good morning, and thank you for joining us. Today, we'll review Appian's third quarter 2025 financial results. With me are Matt Calkins, Chairman and Chief Executive Officer; and Serge Tanjga, Chief Financial Officer. After prepared remarks, we'll open the call for questions. During this call, we may make statements related to our business that are considered forward-looking. These include comments related to our financial results, trends and guidance for the fourth quarter and full year 2025, the duration and impact of the current U.S. government shutdown, the benefits of our platform, industry and market trends, our go-to-market and growth strategy, our market opportunity and ability to expand our leadership position, our ability to maintain and upsell existing customers and our ability to acquire new customers. These statements reflect our views only as of today and don't represent our views as of any subsequent date. We do not intend to update these statements as a result of new information unless required by law. Actual results may differ materially from expectations due to the risks and uncertainties described in our SEC filings. Additionally, non-GAAP financial measures will be discussed on this conference call. Reconciliations of GAAP to non-GAAP financial measures are provided in our earnings release. With that, I'd like to turn the call over to our CEO, Matt Calkins. Matt? Matthew Calkins: Thanks, Brian, and thank you, everyone, for joining us today. In the third quarter of 2025, Appian's cloud subscriptions revenue grew 21% to $113.6 million. Subscriptions revenue grew 20% to $147.2 million. Total revenue grew 21% to $187.0 million. Adjusted EBITDA was $32.2 million. This quarter, Appian made big strides on our 2 efficiency metrics. Our go-to-market productivity ratio rose to 3.5. This is the ninth consecutive quarterly increase, see Slide 4. We keep getting more from our sales and marketing dollars, an intended outcome of our strategy over the last few years. In Q3, our weighted Rule of 40 score was 39, up from 31 last quarter. As a reminder, Appian's weighted Rule of 40 puts double weight on cloud subscriptions revenue growth compared to adjusted EBITDA margin. The AI revolution took an important turn this summer. Businesses started to realize that AI isn't as valuable unless it's connected to real work and that you need a process or a workflow to make that connection. The most important factor was probably the July MIT report that told us that 95% of AI implementations were getting no return. As MIT wrote, "The standout performers are those embedding themselves inside workflows. And people are getting the message. Looking at Google Search trends, the term AI moderately increased over the past 12 months, but the combination of AI in terms like process and workflow spiked this summer. News outlets like Forbes and Fast Company are publishing headlines like why AI isn't delivering the value you expected and good AI innovation means focusing on workflow, not cutting jobs. This trend also matches my personal experience and customer conversations. I see corporations quickly losing interest in stand-alone AI deployments and favoring the use of AI in the context of a process. This new realization is not a surprise to Appian nor to you if you've been listening to our calls for the last couple of years. We have said consistently that AI forms one corner of an essential trio of technologies and AI triangle, if you like, in which AI is dependent upon each of the others. I've never had trouble convincing people that AI is only as good as the data you give it. It's obvious that AI agents cannot research cases, reach conclusions, solve problems or get smarter without 360-degree access to data. Our data fabric remains the gold standard in providing data to AI without having to migrate it. Only recently have people started naturally agreeing with my second assertion that AI is only as good as the work you give it. AI will add more value if it works on the more valuable tasks. And the most valuable tasks involve many workers and many steps and are coordinated in a process. As such, process is an essential tool in connecting AI to meaningful work. With industry-leading process technology, we offer the missing link between AI and today's most important jobs. When you combine AI, data and process, you can address bigger work and create bigger value. We call this serious AI. It's an exciting crossroads at which to do business, and we are not new here. Appian has orchestrated enterprise business processes for over 2 decades. We are recognized by industry analysts as a leader in process orchestration, business workflow automation, digital process automation and most recently, the inaugural Gartner Magic Quadrant for business orchestration and automation technologies. I'd like to share with you a few examples of serious AI. First, a global pharmaceutical company and 7-figure cloud ARR customer manages its global anti-bribery and corruption practices on our platform. Appian already automates the company's highly regulated process for approving interactions with external health care practitioners and vendors. However, cycle times are slowed. By the many human reviews the customer built into its process. In Q3, it purchased a 7-figure software deal to deploy Appian AI. Now our agents will ingest hundreds of thousands of requests, validate compliance and recommend a status. This major pharma company expects to speed up the critical process by 80% with Appian. Next, a U.S. military command became a new Appian customer in Q3 and will use our platform to automate end-to-end warehouse fulfillment processes. Upon receipt of goods, Appian AI agents will extract shipment data and open a case on our platform, so warehouse workers can validate the package and approve it for distribution. Meanwhile, back-office staff will track fulfillment status and coordinate logistics. Before Appian, the organization had prolonged distributions because its processes were disjointed and manual. Now the combination of Appian AI and data fabric will reduce processing time from weeks to minutes. Customers see strong quantifiable value using Appian AI in their core processes. Organizations have reported 36% reduction in invoice processing times, 83% faster patient intake, 3x faster audit processing and 95% automation of the order management process, good ROI, and they're willing to pay for it. Today, over 1/4 of our customer base pays for Appian AI. Of those paying AI users, nearly half use our AI-powered intelligent document processing or IDP. This is a really powerful offering. Appian IDP agents can ingest a wide range of complex documents from unstructured e-mails to medical reports and insurance claims. Our agents read documents with 95% to 99% accuracy, which is significantly better than the 60% accuracy rate of traditional document recognition technology. For example, one international insurer uses Appian IDP to optimize its underwriting processes and save millions of dollars a year. These strengths are why Gartner ranked Appian #1 in automated processing use cases for IDP in their 2025 Critical Capabilities report. Appian IDP agents take autonomous action. They explore data from across the enterprise to inform their decision-making on each new document. Once they contextualize and understand the incoming document, they launch actions in the form of Appian processes. For example, a global insurer purchased a 7-figure cloud software deal to automate its underwriting process and became a new Appian customer in Q3. Appian's AI agents will ingest e-mails and policy forms, open cases and automatically decline ineligible submissions. The insurer expects to improve its auto declination rate by 20% and grow its written premiums practice to $10 billion within the next 3 years using Appian. Early in 2024, we launched an AI product for improving government procurement. You may remember it, it's called ProcureSight. We collected a ton of publicly available government procurement data sets and connected that to our process technology so our users could publish smarter RFPs. 96 U.S. government agencies and sub-agencies have adopted it so far. Now customers are purchasing advanced levels of the offering to embed the AI into their procurement workflows and connect it to both public and private data sets. For example, a U.S. Air and Space agency already automated its contract writing process with Appian technology. This quarter, it signed a 7-figure deal to automate additional phases of its procurement process with more prebuilt Appian solutions featuring AI. I usually talk about releases after they happen, but we have a big one in 10 days, and I'd like to share it with you now. We're launching a major feature called Agent Studio that's going to enable the most powerful agents we've ever made with easy code-free natural language configuration. This is a highly anticipated feature judging by the oversubscription on the beta program and the widespread pre-GA deployment. The technology is poised for broad usage on release to triage customer complaints, initiate credit checks and loan applications and conduct background reviews. Most of you are familiar with Appian's multiyear quest to focus on the top end of our market. Appian has a particular advantage upmarket, and it shows in the data. Appian suits the needs of the executive buyer and the large enterprise and the mission-critical use case. Compared to last Q3, Appian booked over 50% more new 7-figure software deals. We're pleased with our federal sector performance this fiscal year, which grew faster than our overall business. Our upmarket strategy will continue to drive momentum in the U.S. public sector once the government reopens. I'll share 2 big wins from Q3. First, a major restaurant franchise operator plans to open 1,000 new locations next year. In Q3, it purchased Appian Cloud licenses and became a new customer after the Chief Technology Officer of a peer organization endorsed our platform. The customer's restaurant opening process used to take several months because the franchise and third parties worked across siloed systems. Now it will use Appian to unify the enterprise and create a comprehensive workflow to reduce opening time lines by 40%. Finally, a U.S. military branch and existing Appian customer is under executive mandate to modernize core systems and improve operational agility within a fixed time period. This quarter, it purchased Appian software to decommission and flexible systems supporting its complex incident management process. Now Appian will provide a consolidated and more feature-rich application to manage hundreds of thousands of cases annually. Appian's serious AI offering and upmarket strategy continue to drive our growth while expanding margins. I think you can see in the fact that 25% of our customers now pay for AI and in our 50% increase in 7-figure deals. and in our 9 quarters of rising go-to-market efficiency and in our adjusted EBITDA margin of 17% the power and timeliness of our business model. With that, I'll hand the call to Serge. Srdjan Tanjga: Thanks, Matt. I'll begin with a detailed review of our third quarter results and then finish with our outlook for the fourth quarter and full fiscal year 2025. Starting with our Q3 results. Appian exceeded the guidance ranges we provided in our key metrics of cloud revenue, total revenue and adjusted EBITDA. Strength in the quarter was driven by the traction we are seeing with AI and continued momentum in our focus on the high end of the market, as Matt mentioned in his remarks. Cloud subscription revenue was $113.6 million, an increase of 21% year-over-year. On a constant currency basis, cloud subscription revenue increased 18% year-over-year for the fourth straight quarter of growth in mid- to high teens. Total subscription revenue was $147.2 million, an increase of 20% year-over-year. On a constant currency basis, total subscription revenue grew 17%. Professional services revenue was $39.8 million, up 29% compared to the third quarter of 2024. As a reminder, services revenue can be volatile quarter-to-quarter. Subscription revenue represented 79% of total revenue compared to 80% in the year ago period and 78% in the prior quarter. Total revenue was $187 million, an increase of 21% year-over-year. On a constant currency basis, total revenue grew 19%. Slide 8 of our earnings presentation shows the history of our constant currency growth rates. Our cloud subscription revenue retention rate was 111% in Q3 compared to 117% a year ago and 111% in the prior quarter. Our international operations contributed 40% of total revenue compared to 36% in the year ago period. Cloud net new ACV bookings were approximately 90% of total net new software bookings in Q3 compared to 88% in the prior year. Q3 cloud net new ACV growth was the strongest we've seen so far this year. Now let's turn to profitability metrics. I'll be discussing our results on a non-GAAP basis unless otherwise noted. Gross margin was 77%, unchanged from the year ago period and compared to 75% in the prior quarter. Our subscription gross profit margin was 88% compared to 89% in the year ago period and 87% in the prior quarter. Professional services gross margin was 34% compared to 30% in the year ago period and 33% in the prior quarter. Total operating expenses were $113.6 million, up from $110.2 million in the year ago period. The 3% growth in OpEx reflects both our continued focus on efficiency as well as approximately $6 million in marketing, training and consulting expenses that were originally forecast in Q3, but we now expect to incur in Q4. Adjusted EBITDA was $32.2 million versus our guidance of $9 million to $12 million and compared to adjusted EBITDA of $10.8 million in the year ago period. This outperformance relative to our guide was largely driven by greater-than-expected revenue as well as the timing of expenses I just referenced. Net income was $24.4 million or $0.32 per diluted share compared to a net income of $1.8 million or $0.02 per diluted share for the third quarter of 2024. This is based on 74.6 million diluted shares outstanding for the third quarter of 2025 and 74.2 million diluted shares outstanding for the third quarter of 2024. Turning to our balance sheet. As of September 30, 2025, cash and cash equivalents and investments were $191.6 million compared to $159.9 million at the end of last year. For the third quarter, cash provided by operations was $18.7 million compared to $8.2 million cash used by operations for the same period last year. Turning to guidance. For the fourth quarter of 2025, cloud subscription revenue is expected to be between $115 million and $117 million, representing year-over-year growth between 16% and 18%. Total revenue is expected to be between $187 million and $191 million, representing year-over-year growth between 12% and 15%. Adjusted EBITDA for the fourth quarter of 2025 is expected to be between $10 million and $13 million. Non-GAAP earnings per share is expected to be between $0.04 and $0.08. This assumes 74.5 million fully diluted weighted average shares outstanding. For the full year 2025, we are increasing our guidance for cloud subscription revenue and total revenue. We're also increasing our overall adjusted EBITDA range for the year. Cloud subscription revenue is expected to be between $435 million and $437 million, representing year-over-year growth of between 18% and 19%. Total revenue is expected to be between $711 million and $715 million, representing year-over-year growth of 15% to 16%. Adjusted EBITDA is now expected to range between $67 million and $70 million for an approximately 10% margin at the midpoint of the range. Non-GAAP earnings per share is expected to be between $0.50 and $0.54. This assumes 74.6 million fully diluted weighted average shares outstanding. Our guidance assumes the following: First, we anticipate term license revenue to be flat on a year-over-year basis in Q4 and to grow in the mid-single digits for the full year. Second, we expect professional services to grow in the teens for both the fourth quarter and the full year. Third, total other income and interest expense will be approximately $3.2 million in Q4 and $13.8 million for the full year 2025. Fourth, our guidance assumes FX rates as of early in November. Finally, I want to explain how the ongoing government shutdown is reflected in our guidance. We've been cautious in our approach, and we assumed a modest amount of disruption in our guidance. However, we do assume that the government will reopen in the coming weeks. Since we don't know how long the shutdown will last, we wanted to help you understand the impact on our guidance in a hypothetical scenario that the shutdown continues through year-end. In that scenario, we believe that we could -- there could be up to $10 million impact versus this revenue and EBITDA guidance. The vast majority of this scenario impact will be to our term license revenue, a meaningful portion of which is related to renewals. We would expect only a small potential impact to cloud subscription revenue and professional services margin in this scenario. We are confident that whatever impact we might see from the shutdown in Q4 is just a function of timing. In closing, we're pleased with our Q3 results, particularly our continued improvements in profitability. We're energized by the opportunity we see ahead of us, and we'll continue to invest responsibly to maximize our long-term value. Now we'll turn the call over for questions. Operator? Operator: [Operator Instructions] Our first question comes from the line of Sanjit Singh with Morgan Stanley. Sanjit Singh: I wanted, Matt, to talk about, I think Serge mentioned that cloud ACV bookings this quarter was the strongest of the year. I was wondering where -- like where that strength was derived from, whether it was particular industry, whether it was a strong Fed quarter? Was it an enterprise? Just love to get some color on that. And then I have a follow-up. Matthew Calkins: Yes. First of all, I'm not going to attribute it to any sector. I think it was a broad strengthening. I think it's the continuation of our upmarket strategy and the traction we're getting with AI. That's where I'm going to have to attribute it. Sanjit Singh: Awesome. And then on the go-to-market side, right, we're seeing kind of sustained growth rates in cloud, the margins are headed higher. You've seen a multi-quarter improvement in sort of go-to-market efficiency. Where do you think we are like if we use the baseball analogy in terms of that sort of go-to-market transformation? Are we sort of well along the path? Or do you still see go-to-market productivity enhancements continuing to effectuate for the -- going into next year? Srdjan Tanjga: Yes, Sanjit, let me take that. So we're very pleased with the progress that we're making. As you noted, we've now seen cloud subscription revenue growth stable in the mid- to high teens on a constant currency basis for 4 quarters in a row, and we've continued seeing the improvements in our go-to-market productivity metrics. And what that really means is just that our focus upmarket and resulting in higher sales productivity. And so we're making great progress in our move-up market. Where we are in terms of innings, I would say maybe fourth or fifth inning because what we're going to do now going into next year is returning to growth in our sales org. So we focused our efforts on our existing sales org over the last, call it, 12 to 18 months, and we've seen significant improvements in execution and focus and improvements. And now the goal is to return to growth and continue improving productivity while we also grow the size of the org. Because to us, the key goal here is really to create a sustainable compounding growth engine. And for that, we need to both grow our coverage, which we have plenty of space to do as well as maintain and continue improving our productivity. Operator: Our next question comes from the line of Steve Enders with Citi. Steven Enders: I guess I want to start on just the Fed side, and I appreciate the call out for Q4. But I guess I want to understand a little bit better just the impact that maybe you were seeing from the efficiency focus from the government this year? And maybe how does that play out in the big budget flush quarter in 3Q versus maybe how you were originally thinking about it? Matthew Calkins: Yes. Let me say that I love what's happened to the government overall in its purchasing patterns this year. And the shutdown is a temporary thing, but the changes the government has instituted in the way they approach technology, those are more long-lasting. Efficiency has become the priority. The government is willing to see software as the answer. It's open-minded about using AI. It's willing to do direct deals with an organization like Appian, like a midsized software firm. These are all enormously positive changes. And then we've got the temporary negative of the shutdown. So overall, I'm really bullish about the government business. Steven Enders: Okay. That's good to hear. And then I want to ask on AI Studio and that release coming out in the next couple of weeks. I guess what has been the feedback so far from the early customer program? And how are you kind of envisioning the monetization for that product as that starts to get rolled out into general availability for customers? Matthew Calkins: Yes. First of all, let me say that not only do we have the most oversubscribed beta program we've ever had, we also had the most positive feedback from the most different users we've ever had. So this is a much anticipated release. It's really taking the -- we're pioneering what's possible with AI agents. And I could go into detail, but I'll keep this short. We're very excited about the release. We feel like it's going to make a big difference for a lot of customers, and it puts us in the in the vanguard of innovation, what you can do with agents and process together. So that's really exciting. What else did you ask about? Srdjan Tanjga: Let me jump on modernization. So monetization will go in the form of continued expansion of our AI advanced tier. So Agent Studio will be available in the AI advanced tier. And as Matt mentioned, roughly 1/4 of our customer base is now paying us for AI. So incremental features like Agent Studio will continue pushing that number higher. And then secondly, there will be elements of consumption as a part of Agent Studio. And as customer use cases, in particular, drive, that will be an incremental driver of growth in the long term, but it's an important incremental lever. Operator: The next question comes from the line of Raimo Lenschow with Barclays. Raimo Lenschow: Congrats from me as well. I had 2 quick questions, one for Matt, one for Serge. Matt, if I think AI and AI adoption, we obviously are in a bit of a race. A lot of vendors are trying to do -- stake out their claim here and trying to be like the center of the universe. Can you think -- can you kind of discuss a little bit what kind of -- what do you think the determining factor will be for someone that can deliver versus someone that just has more marketing slides? And then I have one follow-up for Serge. Matthew Calkins: Yes. Okay. So the AI market is going to be interesting in the next couple of years. First of all, I think it's essential to differentiate between those who are creating the AI and those who are creating a complement for AI. Our technology is explicitly intended as a complement like a car is to an engine. We mean to enhance the capabilities of AI and to bring that power into the hands of our customers. So specifically, we take that AI and we give it connection, which is to say we connect it to data across the enterprise, connect it to workers. We give it secondly, coordination, which is to say we tell it when it's its job, when does it take a turn, who does it give the work to when it's finished. That coordination makes it part of a valuable process. And finally, we give it governance, which allows it to -- you get oversight and auditability and changeability and guardrails. Those are essential components and they stake out process as a technology as being a really essential complement to AI going forward. I think that realization began in the summer, but it's going to continue. And I think we're going to see process accepted -- process software accepted as a complement to AI software. Now in terms of how we differentiate from others who would provide process software, I'd say we've got a natural advantage here in that we've been focused on process and data fabric for a long time. Lately, it's become obvious that those things are essential complements to AI, but we were in this and leading this long before it was known. And therefore, we've got a big head start over anybody who's seen the writing on the wall and is now going to scramble to try to create process software or a data fabric like we already have. Raimo Lenschow: Yes. Okay. Perfect. Makes sense. And then, Serge, for you, the -- obviously, there was timing in the profitability number this quarter, and that's why the guidance is for Q4. If you think about the overall profitability performance, though, that's kind of something that you guys will be measured on. Like where -- what -- how do you see if you kind of take away the timing differences? Where -- what path we are on there? And how do you think it from here now that you've been in the job for a little bit longer? Srdjan Tanjga: Yes. Thanks for the question, Raimo. And I think you're right. I think the better way to think about our profitability is to sort of zoom out from quarter-over-quarter dynamics related to timing and seasonality and focus on the full year. So we're guiding to EBITDA margin at 10% at the midpoint of the range, which we think is a significant milestone from us, particularly when you think about where we've come from over the last couple of years. And that's really the credit to focus on efficiency and improving productivity across the company, but especially in our sales org. As we look going forward, the key for us is to develop -- to deliver sustainable revenue growth and continued margin expansion. I would say, though, as we think about next year, in particular, in the context of what we've done this year and how much we've exceeded our own expectations when it comes to margin, I would expect more modest margin expansion ahead. Operator: The next question comes from the line of Devin with KeyBanc Capital Markets. Devin Au: First one I have is I just want to dive into your international performance there. I think you mentioned the mix uptick in 40% total, which kind of implies growth in the 30% range, which is a very nice acceleration there. Any color you can kind of give us on what's driving the strength there? Any differences in types of sectors gaining traction? And are you perhaps seeing more uptiering or AI adoption in international versus the U.S.? Matthew Calkins: This is a broad wave, but you're right, it's AI, and it's succeeding at connecting higher in organizations, having higher-level conversations, addressing larger projects, creating more value. We do that by connecting AI to real work and making it pertinent to decision-makers at the top of the organization. I've got to say that's the biggest driver. Srdjan Tanjga: I just want to say on the more pedantic side, FX was also helpful here because obviously, dollar has depreciated versus foreign currency. So that's part of the drive. But to Matt's point, not -- by far, not the whole thing. Devin Au: Yes. No, that's helpful. And then just one quick one for Serge. Professional services, the gross margin there, really strong, close to 35% in the quarter. Any additional color you can give us on what's driving that uptick? And how should we think about that level in terms of sustainable gross margin for professional services moving forward? Srdjan Tanjga: Yes. We're very happy with our performance in professional services, both in revenue as well as in margins. And the way that I think about our professional services org is that it's a highly strategic asset for us. Our customers like the high-quality implementation, and that's why they're willing to pay a premium, and that's why we have the margins that we have. And then the other thing is that professional services drives ARR growth and increasingly AI adoptions because our customers are more likely to turn to our professional services or for AI implementations. When it comes to margins, we are very happy with the performance in this quarter. I will say that the margin is particularly high because we've exceeded our bookings expectations, and that's resulted in much higher utilization of our team, frankly, probably a little bit higher than sustainable. People are working weekends and not taking vacations. So maybe the 34% level isn't quite sustainable, but we think high profitability going forward is also in the cards. Operator: [Operator Instructions] Our next call comes from the line of Derrick Wood with TD Cowen. James Wood: Matt, we're seeing some software vendors move into forward deployed engineer models to help accelerate adoption. How are you thinking about the services model in the context of Appian and AI deployments and potentially kind of lean in around FTEs? Matthew Calkins: Yes. Well, look, our model well predates the phrase forward deployed engineer, which I always thought was a bit amusing. But we have gained benefits as an innovator from emphasizing CS over the years. We have always put CS forward. They've been a differentiated innovative force. They've been able to develop our new technologies into fruition and demonstrate to customers. And it's helped us -- it's an accelerant. It's helped us move faster and deploy our new benefits into the user base. So Appian is a technology-led organization. We've always won through superior technology and the CS force has helped us bring that -- the benefits of that technology to our users. It also, along the way, allows us to get greater retention, greater expansion, better relationships with our customers, a direct pipeline, and it's a terrific route for talent to come up through the organization. So we are unapologetically a services featuring software organization. I think it's worked great for us, particularly in our position as an innovator. James Wood: Great. And Serge, can you help us understand just the bridge between your cloud net revenue retention rate at 111% and cloud growth at mid- upper teens over the last 4 quarters. Is the delta from migrations that aren't counted in the NRR? Or how should we think about the relationship between these 2 metrics? Srdjan Tanjga: Yes. Thanks for the question. So the net retention rate was 111%, which is stable compared to the quarter ago. And we talked a little bit about this metric in the past. Expansion from our existing customers is very important to us. Obviously, it's one of our key drivers of growth. But it's not the only one, right? We also go after new customers, and we've been very successful over the past year, in particular, of winning some large new logos straight out of the gate, which I found very impressive given the -- where we are in our upmarket journey. And the -- so it's the net ARR retention is a part of the growth story, but not the whole growth story. The other thing we talked about in the past is that our net revenue retention is a bit backward looking, meaning that we look at revenue over the prior 4 quarters for customers who had been with us in the 4 quarters before that. So it tends to lag trends in revenue. And that's why you can see a discrepancy between those 2 at times, but it has nothing to do with the migrations. We don't see very much in the way of migrations from on-prem to the cloud. In fact, we see continued healthy growth on-prem, which you also see this quarter. Operator: The next question comes from the line of Jake Roberge with William Blair. Jacob Roberge: Just wanted to double-click into the expectation to grow sales headcount again next year. Can you talk about how you're expecting to balance those investments with just the continued margin expansion? Srdjan Tanjga: Yes. So as I mentioned, and I'll kind of go across the board, but starting, of course, with our biggest expense line, sales and marketing. We've achieved improvements in productivity and our efficiency metrics that you see over the last 12 or so months, roughly in flat headcount. And that is sort of the right way to approach it if you think about it, because as you move upmarket, as you focus on better execution, we've also brought in new sales leadership, you don't want to be doing that while at the same time growing headcount. You want to do one thing at a time. But now we're at a moment in which we feel confident because we made significant improvement when it comes to our productivity that we want to return to what I would describe as moderate headcount growth. And the key goal for us, again, is to build a sustainable growth engine. And to do that is, first, you need a large market, we have it. And then secondly, you need to expand your coverage and continue growing your productivity. We've done well on productivity. Now we got to return back to expanding coverage. So as we think about -- obviously, we're not providing guidance today. But as we think about sort of the mix between growth and margins for next year, we expect to deliver both. But margin expansion, particularly in the context of what we've just accomplished over the last 2 years, we're forecasting 10% EBITDA margin at the midpoint of the range for this full year versus negative 10% 2 years ago. We are going to be more modest as far as our margin expansion because we're increasingly confident in our ability to create this sustainable growth engine. Jacob Roberge: Okay. That's helpful. And then we're hearing that this legacy app transformation opportunity is seeing a pretty meaningful uptick in interest right now. I know you've been building some new solutions in that area. Can you talk about how you're thinking about addressing that opportunity moving forward? Matthew Calkins: All right. First of all, that was not an entirely clear question. There was some breakup on the line, but I think I heard enough of it to answer it. correctly, and you could just tell me if I miss any detail. You're asking about the modernization opportunity, which is essentially the conversion of legacy applications into a modern platform. And we intend to be -- we are now, but we intend to be a leader as this market grows to large scale. I do think it's going to be a substantial, a meaningful new software market. I think we're extremely well positioned for it. We've been in the modernization market for a decade already, and we have performed some admirable and publicly recognized modernization projects. But today, of course, the volume is going to increase dramatically because AI makes it easier to extricate and understand existing legacy applications and also to rewrite them in a new platform, in this case, Appian. We've got a number of advantages that I think will really differentiate us in this market. First and most importantly, that if you're going to port an application from a legacy platform, by all means you should port it to a platform that is the opposite of legacy, a flexible growth tracking, scalable, feature-rich platform like Appian would be ideal for porting your old applications. Secondly, we handle the job of recreating an application in a really collaborative way. So there's a deep collaboration between AI and the developer, where AI will propose things and the developer can modify. And we just saw another demo of this yesterday. It's spectacular. I'm really impressed with the technology we put together. I think there's nothing like it. We're going to create a dialogue, which is just what you need for the most important applications. This isn't a simple delegation and you move one stack of code into another stack of code. It's about reinventing an old application, making it better, maybe combining it with other applications along the way and creating something that suits the modern moment. That's not just a mere translation. Even if AI could do the whole translation, it would be insufficient. It's a collaboration. And so that, to me, is the golden key to getting modernization right is creating a rich collaboration so that those old applications aren't just ported. They're not just translated, they're recreated for -- on a better platform for the moment, right? So that's what we're focused on. I love this market. We didn't talk about it much in the prepared remarks today because we understand that we got to -- we have to emphasize agents this time. We got a new launch there, but our excitement is undiminished. Operator: And this does conclude the question-and-answer session and the program. Thank you for your participation in today's conference. You may now disconnect.
Operator: Greetings, and welcome to the Bloomin' Brands Fiscal Third Quarter 2025 Earnings Conference Call. [Operator Instructions] It is now my pleasure to introduce your host, Tara Kurian, Senior Vice President, IR, FP&A and International. Thank you, Ms. Kurian. You may begin. Tara Kurian: Thank you, and good morning, everyone. With me on today's call are Mike Spanos, our Chief Executive Officer; and Eric Christel, Executive Vice President and Chief Financial Officer. By now, you should have access to our fiscal third quarter 2025 earnings release and our Investor Presentation slides, both of which can be found on our website at www.bloominbrands.com in the Investors section. Throughout this conference call, we will be presenting results on an adjusted basis. An explanation of our use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures appear in our earnings release and Investor Presentation on our website as previously described. Before we begin formal remarks, I'd like to remind everyone that part of our discussion today will include forward-looking statements, including a discussion of recent trends. These statements are subject to numerous risks and uncertainties that could cause actual results to differ in a material way from our forward-looking statements. Some of these risks are mentioned in our earnings release. Others are discussed in our SEC filings, which are available at www.sec.gov. During today's call, we'll provide a brief recap of our financial performance for the fiscal third quarter 2025, current thoughts on fiscal 2025 guidance and our turnaround strategy. Once we've completed these remarks, we'll open the call up for questions. With that, I would now like to turn the call over to Mike Spanos. Michael Spanos: Thanks, Tara, and good morning, everyone. On today's call, we will discuss three topics. First, I will summarize my observations during my first year and our actions against our operational priorities that we communicated in February to simplify the agenda, deliver a great guest experience and turnaround Outback. Second, Eric and I will review our third quarter results and updated guidance for this year. And third, I am very excited for Eric and I to share the details of our turnaround strategy. I would also like to welcome Eric to his first earnings call. Let's start with my observations and our progress against our operational priorities. We have a great culture and team, and it is a privilege to lead this team as we embark upon our turnaround. Bloomin' Brands is a company of restaurants with four founder-inspired brands. Our culture and spirit as an organization is grounded in our principles and beliefs inspiring how we serve each other and our guests. It unites us with a common vision that our success achieved one restaurant at a time, measured by growth in sales and profits and is the result of taking care of our people and guests. To build upon that culture and execute a strategic transformation, it is important to get the right leadership team in place. The changes made to the team this year have reinforced the culture grounded in our founders' principles and beliefs, executing with an operational mindset and a passion for guest hospitality. We each bring different but critical and complementary experiences and skills to the table. Our recently announced Fleming's brand President, Pat English, exemplifies a passion for the team, our guests and consistency of execution. Pat has 35 years of fine dining operational leadership experience, including two decades with Fleming's. Our brand Presidents are all new to role this year. And importantly, they are all operators that collectively average 34 years of restaurant industry experience. I would also like to thank Sheilina Henry for her leadership and impact on the Fleming's and Bloomin' Brands business over her impressive 13-year career with the organization. We wish her the best in her future. In addition to our culture and team, we have iconic brands with strong equity, strong cash flow, a healthy balance sheet and ample liquidity to enable a turnaround. We compete in large and growing categories like steak and Italian. However, we faced several critical challenges, including overly complex menus, unclear brand positioning, inconsistent guest experiences, a gap in steak quality and diminishing value perception. We had drifted away from making decisions centered on the guest experience. Solving these challenges, especially at Outback, are necessary to turn around the company. Our leadership team started addressing these problems with a focus on the three operating priorities. Our approach is to control what we can control, meet the guests where they are while keeping execution simpler for our restaurant teams. To simplify the agenda, we refranchised our restaurants in Brazil, streamlined our corporate structure by removing layers, reduced menu SKUs by 10% to 20% and reduced LTOs that added complexity in the restaurants. To deliver a great guest experience, we knew we needed to address the consistency of execution in food, service, experience and value; the what you get for what you pay for value equation. We introduced everyday value offers in all of our casual dining brands, leading with the Aussie 3-Course at Outback, which is resonating with our guests and is easily executed. Part of delivering a great guest experience is making it simpler and smoother. In order to achieve that while gaining critical service feedback at the individual restaurant level, we installed Ziosk across the Outback system. Over 85% of our guests use Ziosk to pay for their meal, saving them time and improving table turns by about 5 to 7 minutes. We are also using guest feedback on their experience as a recognition and coaching tool at each restaurant. Our Ziosk data shows that our efforts are working. We have seen dine-in customer metrics improve several points across intent to return, steak accuracy, value and overall satisfaction. And the last of our operating priorities was to turn around Outback. We all believe that we can reenergize the brand and deliver sustainable growth. And most importantly, our Outbackers believe in the future potential. In addition to these elements I've already mentioned, Pat Hafner and the Outback team committed themselves to listening, learning and serving our Outbackers and guests and focusing on being in restaurant during peak hours and days. The success of our restaurant business is determined on the ground, and there is no substitute for getting our leaders in the restaurants when it matters. Between Ziosk and over 200 restaurant visits by Pat and myself, we are committed to raising the bar on standards and recipe execution for great food and service while removing complexity for our Outbackers. We also needed to test and learn. Earlier this year, we had 14 restaurants in test, which were largely focused on menu simplification, innovation and guest experience. In September, we expanded the test to 42 restaurants across several markets. These restaurants have integrated test cells with steak quality, menu innovation, enhanced service models and value components. Throughout this year, we also ran isolated tests focused specifically on steak quality and changes to the service model. These tests have accelerated our learnings, influenced our immediate business actions, validated our strategic initiatives and provided us with a better understanding of the change management realities of scaling improvements, which heavily influenced the sequencing we have planned for the initiatives in our turnaround strategy for Outback. We will maintain a test-and-learn culture here at Outback, and we plan to use our test environments to continue to refine and test new ideas. Turning to our third quarter results and updated guidance for 2025. Our focus this past year on our operational priorities is translating into improved guest metrics and sales and traffic gains, putting us in a strengthened position to execute our turnaround strategy. We believe our Q3 momentum is reflective of these foundational efforts. Our Q3 sales comp was up 120 basis points, which was 130 basis points better than Q2. And U.S. traffic was negative 10 basis points, which was 190 basis points better than Q2. While our focus has been primarily on Outback over the last year, all brands achieved positive comp sales growth this quarter for the first time since Q1 2023. All casual dining brands executed value offers to meet the guests where they are economically. Outback comp sales were up 40 basis points with traffic flat. This was the first quarter of positive comp sales for Outback since Q2 of 2023. Outback continues to see traffic from the Aussie 3-Course offering, which starts with an entry price point of $14.99, and we continue to see about two-thirds of guests trading up to the higher tiers of $17.99 and $20.99. We have also seen a significant improvement in Outback's brand trust by plus 6 points year-over-year and improvements in guest scores across food, service, value and atmosphere. Additionally, we are encouraged by our improved media ROI as we are being disciplined in communicating the right message in the right channels and at the right times to drive efficiency and effectiveness. Our higher returns gives us increased conviction in the marketing investment we have planned to make as part of the Outback turnaround. Carrabba's comp sales were up 410 basis points with positive traffic of 60 basis points. Its growth was led by in-restaurant value of Dinner and Dolce for two for $45, experiential wine dinners, lunch and off-premises. Bonefish comp sales were up 80 basis points with traffic of negative 170 basis points. This was the first quarter of positive comp sales for Bonefish since Q2 of 2023. Its recent improvement has been driven by day of the week offers with $5 Martini Margarita Mondays and $7 Bang Wednesdays and its pre-fixed lunch offerings Sardine at $14.90. Fleming's comp sales were up 120 basis points, with traffic down 120 basis points. Fleming's has maintained its sales momentum with in-restaurant traffic driven by experiential events, elevated service and its events and catering platforms. We are excited with our momentum, but we know we need to continue to improve our results to grow market share. We know in-restaurant dining is our biggest opportunity. We know it will take time to reverse our market share trends, and we remain focused on improving our execution every day. Let me turn it over to Eric to review our financial performance for the quarter before we cover the strategy update. Eric Christel: Thank you, Mike, and good morning, everyone. I would like to start by providing a recap of our continuing operations financial performance for the fiscal third quarter of 2025. Total revenues were $929 million compared to $910 million last year. Restaurant sales were up, driven by the net impact of restaurant openings and closures as well as U.S. comparable restaurant sales. This was partially offset by a decline in franchise and other revenue as the royalty rate on Brazil this year is less than the intercompany royalty received last year. As Mike mentioned, U.S. comparable restaurant sales were up 120 basis points and traffic was down 10 basis points. Though these results were below the casual dining industry, they exceeded our expectations as improvements begin to take hold. Average check increased 1.3% compared to 2024 as we continue to invest in value offers for our guests. Off-premises sales were 24% of total U.S. sales in the quarter, consistent with Q3 last year. Outback's off-premises mix of sales were 26% in the quarter, and Carrabba's were 34%. Our GAAP diluted loss per share was $0.54 compared to a loss of $0.01 per share last year. Our Q3 adjusted diluted loss was $0.03 per share versus earnings of $0.11 per share last year. Negative $0.03 was above our guidance range of negative $0.10 to negative $0.15. The primary difference between GAAP and adjusted diluted loss per share is approximately $43 million of adjustments incurred in Q3 2025 as a result of the restaurant closures and impairments, transformational and restructuring activities, foreign currency forward contracts that partially offset risk associated with the purchase price installment payments on the Brazil transaction and a change in our employee benefits policy. Q3 adjusted operating margins were 0.8% versus 2.3% last year. The 150 basis point difference between this year and last year was driven by: one, COGS inflation of 4.9%. We lapped a significant rebate from Q3 of last year, which drove a higher inflation rate this quarter. We expect the full year COGS inflation to be between 3% and 3.5%. Two, labor inflation of 3.3% as we continue to experience inflationary pressure on wages. We expect the full year labor inflation to be approximately 3.5%. And three, higher operating and supply expenses, mostly driven by inflation as well as 60 basis points from higher insurance expense. As it relates to our 33% retained ownership in Brazil, which is classified using equity method investment accounting, we recognized a loss of $300,000 in Q3. This was slightly better than our expectation, driven by updated estimates on the stepped-up fair value basis of accounting for the assets. We expect the total impact on the full year to be approximately negative $5 million. Turning to our capital structure in Q3. Total debt net of cash is $896 million. Our leverage metrics are 4.3x on a lease adjusted net leverage basis and 2.9x on a net-debt-to-adjusted-EBITDA basis. We expect the second installment of the Brazil refranchising transaction to be received this month, and we will apply the proceeds to our revolver. We anticipate this payment to be approximately $122 million, adjusting for an updated FX rate and withholding taxes. This does include approximately $15 million of interest income on the receivable. We expect lease adjusted net leverage to move from 4.3x to 4.0x and net-debt-to-EBITDA to move from 2.9x to 2.5x on a pro forma basis with the proceeds applied to the Q3 balance. Turning to our guidance. We are raising our U.S. comp sales guidance range for the full year to be between flat to positive 50 basis points, driven primarily by our current momentum. We are raising our adjusted diluted earnings per share range to be $1.10 to $1.15. As a reminder, we are in a tax benefit situation driven by FICA tip credits relative to earnings. We expect an adjusted tax benefit in the range of approximately $10 million to $12 million in 2025, which is included in our updated guidance. We continue to track toward capital expenditures of approximately $190 million for the full year. As it relates to the fourth quarter 2025, we expect U.S. comparable restaurant sales to be between positive 50 basis points and positive 150 basis points. We expect Aussie 3-Course to continue to have a positive impact on our sales as we are lapping underperforming promotions from 2024. We expect Q4 adjusted diluted earnings per share to be between $0.23 and $0.28. This earnings per share range includes an estimated negative impact from our 33% Brazil ownership to be approximately $1.5 million. Let me turn it back over to Mike to walk through the strategy update. Michael Spanos: Thanks, Eric. As I mentioned, our strong Q3 results and operating momentum give us confidence to now launch our holistic turnaround strategy focused on Outback Steakhouse. Through our testing this year, we identified no-regret investments that are critical to the success of the turnaround. Our Outbackers and our guests are telling us that these are the right things to do and are consistent with our foundation in terms of quality, service and experience. And we know they are required to deliver sustainable profit growth and market share gains. We have identified approximately $75 million of investments across 2026 through 2028, with approximately $50 million being spent in 2026. The investments will be across state quality, service, our people, the guest experience and marketing. We will offset the turnaround investments with approximately $80 million of non-guest-facing productivity in 2026 through 2028 with approximately $30 million occurring in 2026. In simple terms, 2026 is the year with the majority of investments with a net investment of approximately $20 million. Eric will provide additional details of how this is allocated across each of these areas. Our turnaround strategy is based on four strategic platforms, which are to: one, deliver a remarkable dine-in experience; two, drive brand relevancy, a steakhouse. Our investments include investing in the quality and cuts of the steaks to deliver a competitive and craveable lineup that delivers value. We are also investing in our cooking equipment, including expanding [ chart roll ] capacity that we will have the optimal cooking platform across steaks and other proteins. We are committed to the consistent training necessary to ensure we continue to have the exceptional steak quality, taste, specs and accuracy. In our tests, these steak enhancements delivered an average 10-point lift across guest satisfaction, taste, value, intent to reorder and quality perception. These gains, combined with enthusiastic Outbacker feedback, give us strong conviction to move forward with investing in our steak quality nationally later this month. Another element of our remarkable dine-in experience is craveable service. As I mentioned on the last call, we identified that our 6 tables to 1 server ratio during peak hours wasn't providing the right level of guest interaction and Outbacker satisfaction. We believe a reduced ratio of four tables per server during peak times, which is more in line with casual dining best practices, will allow our Outbackers to provide a more consistent and enhanced experience for our guests. Similar to steak excellence, we ran independent tests earlier this year with a reduced table-to-server ratio. We saw an increase in our intent to return, attentiveness and likelihood to recommend service scores from our guests. Our operators in the test also had positive feedback because servers have the time to positively engage with their guests. These results and feedback give us confidence in rolling the service model out across the Outback system starting in Q2 of next year once we have the execution of our enhanced steak lineup right. The final element of delivering a remarkable dining experience is consistency of execution. We are leading with an operational mindset that prioritizes the guest first and is delivered with great food and great service. As I mentioned earlier, our leaders are in our restaurants during peak hours to focus on operational excellence and accountability to standards. We are leveraging technology to help our restaurant leaders more easily check for outliers and guest metric scores. Our strong focus on consistency of execution this past year as demonstrated by the strong business momentum in Q3 and improved guest metric scores gives us further confidence in the turnaround plan. The second platform is to drive brand relevancy. We need to make Outback more relevant. Outback Steakhouse has incredible brand equity. It is the pioneer of the casual steakhouse industry. We have strong brand awareness and a tremendous opportunity to convert that awareness into restaurant visits. To do so, we must differentiate Outback's brand positioning, building greater relevancy while deepening the connection with our guests and emphasizing that we are first and foremost a steakhouse. Fundamentally, we are going back to the core greatness of the Outback brand. Outback led through craveable food, value and an emotional connection with the server and managing partner. However, the key differentiator was the fun, casual and adventuresome Australian spirit. Focusing on No Rules, Just Right and hospitality is the core of the brand culture and the heart of the experience that created loyalty with our guests. Our intent is simple, come as our guest, leave as our mate. Sharpened brand positioning will serve as a foundational element of our turnaround, helping to recruit new guests, reengage lapsed users and drive frequency among our loyal base. We are also leaning into steak-centric equity in our brand communication. We're reasserting Outback's authority in steak through menu redesign, refreshed creative and elevated food photography that showcases our craveable steakforward offerings. Guests will see our revamped high-quality steak lineup front and center, highlighting the thickness, freshness and craftsmanship of every cut, along with our signature Outback seasoning that sets us apart. The steak-centric focus will also strengthen our value equation by offering menu variety and affordability across multiple price points, enhancing what guests get for what they pay for. We will continue to lead with depth and steak excellence while leveraging our non-steak protein variety with disciplined breadth. Supporting the brand's relevancy is marketing effectiveness. Over the past year, we've significantly improved our marketing efficiency by redirecting spend towards digital channels and simplifying our message to make it more focused and impactful. Our marketing actions earlier this year drive our conviction to further evolve our media strategy, shifting from a legacy mix of 70% linear TV and 30% digital to approximately a mix of 40% linear TV and 60% digital. This change reflects how guests now consume media ensures we deliver the right message through the right channels and at the right time to maximize traffic and returns. With renewed confidence in our brand positioning and turnaround momentum, we plan to increase our marketing investments next year. The third platform, reignite a culture of ownership and fun. Our turnaround will be delivered by and through our people. Every brand has a feel guide. It's a small booklet that explains the principles and beliefs for the brand. Every Outbacker has one, I have one. It states that our success is based on our belief that people want to be part of something they can be proud of, is fun and that includes and values them. Outbackers have pride and ownership in the success of the restaurant. To enhance our already strong culture, we are making investments across leadership development, engagement, training, field compensation and recognition. This begins with ensuring we have the right managing partner for every one of our restaurants. Our managing partners are owners and leaders. Restaurants with stability in the managing partner role have been proven to be our most successful, including having the lowest hourly turnover and strong engagement, leading to improved performance. To retain the best partners, they need to be compensated competitively and incentivized to drive the operational priorities. We are committed to our people, and we know that when we take care of our people, our Outbackers serve each other and the guests with pride and ownership. Our fourth platform is invest in our restaurants. As I've said on prior calls, we need to invest back into our restaurants. Our goal is to touch nearly all of the Outback restaurants by the end of 2028 with targeted initiatives to refresh the interior and exterior. With this asset refresh, we will focus on guest-facing areas, the areas that make a positive impact in restaurant ambience. We have tested various remodel scopes this year, and we'll leverage learnings as we roll out the asset refresh broadly. These investments and this renewed focus gives us confidence that our guests will have a better in-restaurant experience to complement the other platforms of the turnaround. I will now turn it back over to Eric to walk through the investments, productivity and capital allocation. Eric Christel: Thanks, Mike. As we think about the constructs for next year, Mike mentioned there are no regret investments that support and enable the turnaround. These total to approximately $50 million in 2026, we expect this to be the bulk of the turnaround investments. These investments will be offset by approximately $30 million of productivity for a net investment of approximately $20 million in 2026. The $50 million of investment will primarily be concentrated in Q2 through Q4 of next year and will support the investments in center-of-the-plate food quality, including steak excellence improvements and menu redesign of approximately $25 million, investing in service and the guest experience of approximately $7 million and investing in our people of approximately $8 million. We also intend to increase our marketing spend by approximately $10 million as part of the overall $50 million investment. In addition to the approximate $50 million of turnaround investments in 2026, we plan to invest approximately $25 million across 2027 and 2028 for a total investment cost of approximately $75 million. The majority of the $25 million will be an increase in marketing spend to support the turnaround efforts. In addition to the approximate $30 million of productivity savings for 2026, we have identified an additional $50 million of non-guest-facing productivity across 2027 and 2028 for a total of approximately $80 million in productivity. For productivity, we are targeting areas that are non-guest facing. We are negotiating costs with suppliers, optimizing product selections and eliminating unnecessary vendor spend. We are also focused on tighter processes in the restaurants, leveraging technology for increased data visibility and outlier management. We are optimizing labor scheduling and focusing on areas where we can simplify operations in the back of the house. In total, we estimate savings next year to be approximately $30 million spread relatively evenly throughout the year. These savings apply across brands and at the corporate level. On our capital allocation, our strategy will be twofold: one, to invest in the base business as well as our restaurants; and two, to pay down debt. Capital expenditures next year will be slightly more than what we will spend this year with the primary change in capital being a shift of dollars previously spent on new restaurants towards restaurant asset refreshes and remodels. As Mike mentioned, we are focused on refreshing nearly 100% of the Outbacks by the end of 2028. We will get started in Q1 next year, and we'll look to spend an average of $400,000 per unit. The great news is we are modeling our approach after Carrabba's, demonstrated the success of a lighter touch, guest-facing focused asset refresh strategy that also yielded traffic improvements and improved employee satisfaction. This year, we completed a detailed review of our restaurant base and identified 21 underperforming restaurants, which we closed last week. We also identified 22 restaurants in which we would not renew the lease. Most of those leases expire in the next four years. Our goal is to focus our resources on the remaining healthier restaurants. As part of our new capital allocation strategy, we suspended the dividend. We believe that the best use of capital today is to invest in our restaurants, our guests and our employees and are confident that this will deliver sustainable growth in our business. In terms of leverage, our goal is to reach 3.0x on a lease-adjusted leverage basis by the end of 2028. As such, we'll use available free cash flow to pay down debt. As we think about 2026, there are two items we are monitoring closely that will influence our annual guidance, and that is: one, where beef inflation lands for next year; and two, visibility into expected tariff impacts. With this in mind and aligned with our historical cadence, we will provide detailed 2026 guidance on our February earnings call as well as how we are thinking of our go-forward multiyear targets once we establish our 2026 baseline. Let me turn it back over to Mike. Michael Spanos: Thanks, Eric. We have covered a lot of material, and we'll update you in February with further details, as Eric stated. In summary, we are highly confident our strategy will firmly place Outback Steakhouse on the right course for sustainable, long-term and profitable growth. Through this strategy, we will, one, deliver a remarkable dining experience through improved steak quality, enhanced service and consistency of execution; two, drive brand relevancy to differentiate Outback with a return to our brand roots; three, reignite a culture of ownership and fun with a commitment to our people; four, invest in our restaurants to refresh approximately 100% of Outbacks by 2028. We will enable this strategy with non-guest-facing productivity savings, a balanced capital allocation and a strong management team. We have the right team in place to execute this turnaround and have momentum. Our leadership team is aligned and committed to the turnaround. We all have confidence in the success of Outback Steakhouse and more broadly, Bloomin' Brands. We know that when we invest in the guest, give Outbackers the tools to succeed and provide a quality dining experience, Outback can and does win. This is evident in the initial improvements in metrics such as guest satisfaction and intent to return. We will continue to be transparent on our progress and our actions. Lastly and most importantly, all of our results and future potential would not be possible without the dedication, the commitment and the leadership of our people in the restaurants and the restaurant support center. Every day, they show up and give their best to the guests and each other. I'm incredibly proud of our Outbackers, our [ Micos ], our anglers and our associates. Thank you for what you do and your commitment to making the Bloomin' Brands turnaround a success. With that, let me open up the call for questions. Operator: [Operator Instructions] Our first question comes from Jeff Bernstein with Barclays. Anisha Datt: This is Anisha Datt on for Jeff Bernstein. I wanted to ask a question on comps. You highlighted strong momentum in Q3. Can you expand on whether that strength carried into October across all the brands and what factors contributed to sustaining that performance? Michael Spanos: So our Q3 trends have continued into Q4, and our Q4 guidance and full year guidance assumes that those trends maintain. And second part of your question, I just think we're meeting the consumer where they're at. We're creating the right variety of affordable entry price points, value, an example of that's been the Aussie 3-Course. Anisha Datt: Okay, great. And as a follow-up, are you seeing any underlying macro weakness that might be masked by your improved [ results ]? Michael Spanos: We had encouraging trends across the board when I look at the quarter. Traffic improvements and growth, they were consistent in all the brands, and that was across income groups and ages. Check averages were also up low to mid-single digits across income groups and age groups. And we did see larger party sizes offset by slightly lower PPA. Maybe where we saw a little bit of slight check management was in the cohorts over 65 years old, and that was predominantly in beer, wine and liquor. But importantly, what we liked is they chose to dine out based on the visitation results, which were positive. So to me, what this tells me is it's just another validation that dining out remains a very affordable luxury. Consumers, regardless of their income levels or their age, they want to get out. They want to prioritize experiences, other forms of discretionary spending. And I think we did -- we're mindful of the environment, which means we got to keep meeting the consumer and the guests where they're at economically. Operator: Our next question comes from Jeffrey Farmer with Gordon Haskett. Jeffrey Farmer: You just touched on it, but just I was hoping to get a little bit of a deeper dive into how the company materially outperformed the Q3 same-store sales guidance, specifically sort of the factors that contributed to that better or much stronger-than-expected result. Michael Spanos: Jeff, I think it was a couple of things predominantly. One is we're just executing with more consistency of execution, and that starts with our leaders. Our leaders are tremendous. They're out there with the teams during peak hours. And I just think that's given us a great executional dividend. That's the first thing. And then the second thing in all of our casual dining brands, I think our marketers and operators did a great job, again, focusing on meeting the guests where they are at regardless of the economic cohort. And you think about the brands, Aussie 3-Course at Outback, very, very positive. At Carrabba's, the team did a great job with experiential wine dinners. Bonefish, we had everything from $5 Margarita Mondays. We had $14.90 prefixed lunch menus. And we've done a really nice job at Carrabba's and Outback with $10 take-home, just getting that average check up. So I think that's what it is. It's just really being there, meeting the guests where they're at and providing the right what you get for what you pay for relationship. Jeffrey Farmer: Okay. And again, you just touched on it with the cohorts. But obviously, as you know, there's a lot of focus on income cohorts, age cohorts, relative trends across those cohorts. But can you share some detail about what you're seeing with the Outback customer base? And maybe more specifically, how does the Outback customer base sort of stack out or shake out across income and age cohorts? Michael Spanos: As I said, for the quarter, we saw consistent performance across all the age and the income groups across Outback, steady, consistent growth that was there. And we had flat traffic, and that was consistent in all those groups. There were no outliers. Value is working for us. Operator: Our next question comes from John Ivankoe with JPMorgan. Unknown Analyst: This is [ Christopher ] for John. The question is on remodels. You mentioned an average CapEx of $400,000 per unit. But as there are some stores that are over 20 years old, it could suggest that there's a bit more needed. Could you potentially like bucket by number of units, what the various spend levels could be? Michael Spanos: Well, I'm not going to get into the specifics of buckets per spend. But as Eric said, we're highly confident that our asset refresh plan, it enables us to touch every -- nearly every Outback over the next three years. And they're very targeted initiatives, and it allows us to refresh the interior and exterior at an average cost of about $400,000 per location. We're going to focus on the guest-facing areas, and we're going to focus on what makes a positive impact to the guest. What I would add is, if you go back to previous calls, we talked about our outside maintenance survey data. We use that to really be very surgical. We also have tested various remodel scopes that we also talked about. We're leveraging those learnings. And lastly, Pat led this at Carrabba's. We were very excited with what we saw post those light touch refreshes. We saw 100 basis points to 200 basis points of traffic lift post those. So some will be higher, some will be lower, but we think with targeted initiatives, we can really do a good job hitting nearly all of them by the end of 2028. Unknown Analyst: And as a follow-up on average check, do you see further investment here in order to drive component of value and ultimately traffic? Michael Spanos: No, I don't think so. The way I would answer that is, first, based off the tests, feedback from our Outbackers, our own work, we believe this is the right investment level across each of the elements of the strategy. Now we're going to be judicious in analyzing those investments and making sure we're getting the right returns. And it also implies that if we see really good returns and there's a benefit, we're going to consider looking to invest more. And as I said since I joined, we're going to be highly transparent about what we do every step of the way. Operator: Our next question comes from Brian Mullan with Piper Sandler. Brian Mullan: Just a question on the marketing part. I think you addressed this some in the prepared remarks, but it sounds like investments in marketing are going to be a part of the turnaround process. Just talk about how maybe you're going to phase this in over the next couple of years. I imagine there's a balance that can drive traffic in the short-term, but maybe you want to make sure the product and service model is right. So just talk about the approach and how that will build. Michael Spanos: Yeah, Brian, I'll take it to how we're thinking about the sequencing of investments. Specifically to marketing, the incremental marketing is assumed to begin predominantly in the second half of 2026. That's $10 million. And then as Eric said, we would look to add another $10 million in '27 and another $10 million in '28. Obviously, it's pay-as-you-go. And you're right, we have thought about the total execution of the platforms in a more of a sequential manner because we want to be very thoughtful that we allow our Outbackers to be brilliant at the basics. We don't want to overload them with tasks. So step one was get the operational priorities, get the foundation of base execution right. That's what we've been honed in on this year. Second, we're launching steak quality at the end of this month. And we're going to work hard at getting that right. And then in Q2 of '26, we'll launch the elements of the service model. And then after that comes the marketing. And then the nice thing about Ziosk, it's going to allow us to keep evaluating location-by-location, geography-by-geography on how we're doing on the execution. Brian Mullan: Okay. And then just a modeling clarification on the closures. Can you give us a sense of what brands those will be at -- concentrated at? And then with all the assessing of the portfolio you've done this year, do you think you're done on the closure front or as you progress another year or two, could there potentially be a little bit more? Michael Spanos: Yeah. The closures were Outback, Bonefish and Carrabba's. At this time, we don't see any more action needed. As we said, we've been very thorough in our asset evaluation over this last year, and that's where we're at, at this point. Operator: Our next question comes from Jon Tower with Citi. Jon Tower: Maybe just digging into the Aussie 3-Course, can you help us think about or speak to how that mixed in during the third quarter? It sounds like it's been relatively successful in terms of the different levels that you're offering the guests. And how are you thinking about this business or this value platform going into 2026? Obviously, beef inflation is out there. It's well discussed amongst investors. How are you thinking about holding the line on pricing there should we run into a fairly significant wall of beef inflation over the next 12 or 24 months? Michael Spanos: Yeah, Jon, so I got two questions there. So first on your question about Aussie 3-Course. We -- we're very pleased. We like the results in Aussie 3-Course, and it's mixing exactly where we expected it to. And as I said, what I like about it is two-thirds of the guests are trading up and that's $17.99, $20.99. And what I didn't comment as well, we got a lot of guests trading up on desserts as well, which is really encouraging. They're spending an extra $3 to get a Chocolate Thunder versus getting the Cheesecake. So very consistent with what we expected. And our plans consistent with '25 are to continue in all the casual dining brands to have a value offer because we need to be very mindful of pricing with inflation, but we also have to meet the guests where they're at to get them to engage and a lot of them show up thinking they're going to buy the Aussie 3-Course course and they pick a picture on the menu and they eat something else. And that's a good dynamic. In terms of beef, what I would say is for '25, we see this as a mid-single digits reality. We'll communicate what we see beef doing in February when we get to the 2026 guidance. But I'd say two other things. One, we like the resiliency of the beef category. It continues to grow. Americans are engaging it. And one other thing that I think is important is the relative value works for us. And what I mean by that is we're getting a lot of guest feedback that guests know they can come into Outback, get a perfectly cooked steak at a great value, get a couple of sides, get a great experience and they're out of the house, but yet it's almost the same cost as what they're paying for beef at retail. And what that again tells me is Americans want to get out, they're going to prioritize getting out of the house into casual dining over other discretionary spending. Jon Tower: Yeah, it makes sense to me. People don't want to risk the idea of screwing up a steak at home, go to you guys and get a good experience in the process as well. So I guess one of the other questions that I had, you had offered a lot with respect to the business transformation over the next 12 to 36 months. I'm curious, you talked about menu redesign and some of the savings behind are running through the P&L. I'm just curious, do you feel like the menu is also optimized today? I think you've gone through and cleaned up some of the SKUs of the past 12-plus months, but do you feel like there's more to be done there or are you at a good point today? Michael Spanos: We can do more. Menu redesign is definitely a journey. I like what we did when we reduced 10% to 20% of the SKUs this last year to simplify the complexity for the back of the house as well as the front of the house. But revenue management is fluid. Part of menu design is creating affordability and a variety of entry price points. We're going to continue to iterate on that. And that's also, by the way, what we're using our 42 test locations for. We're using that as a good learning lab across the board to understand assortment, choice, affordability and what the guest wants. Operator: Our next question comes from Brian Vaccaro with Raymond James. Brian Vaccaro: Thanks for all the detail and the turnaround, really helpful. Just on a couple of the aspects there. You talked about improving the steak quality. Could you elaborate on some of the changes you're making there, whether it be changes in product spec, the types of steaks maybe that you'll be featuring or changes in cooking procedures? Michael Spanos: Yeah, Brian, it's a really good question. So in terms of steak quality, I start with what I said in the prepared remarks that we're getting back to our roots of steak excellence and just being a great steakhouse. And that's depth of our steak lineup. We're also going to have breadth and discipline in the non-steak proteins, which has been a big differentiator for us over the years going back to the founders. We do with this steak lineup, we're going to launch the end of this month. We believe we've got the best steaks in the category. And right now, I think we've got the best barrel cut fillets out there. We're really excited about the Sirloin. We think it's going to have a better performance, better tenderness. We're going to be -- I really like our Ribeye lineup that's going to be coming. And we're going to have just, I think, a great thick cut strip. And I'll leave it at that. But the Outbackers, they're really proud. The pride to sell is high. And to me, that's what just gives me a lot of conviction and confidence we're doing the right thing here. Brian Vaccaro: All right. And also just on the guest experience and talking about the consistency of execution. Is there any way to level set either currently sort of -- or the rate of improvement, but just sort of level set what you're seeing in any metrics and what you're tracking on that? Like do you track the percentage of guests with the problem or other metrics that you might be able to share and how that might be improving year-on-year across the system or within your test markets, your test pilot stores, the 42 stores? And then maybe as a tack-on to that, you talked about investing in your managers. And just maybe some more color on the changes to their comp plan or how they're being incentivized sort of tying their compensation to the performance of the stores that they're managing. Michael Spanos: Yeah, you bet, Brian. So on the survey data, we've looked at a few different things. One is we've looked at comprehensive satisfaction surveys. We've used that, especially on the steak work. We also have just leveraged the heck out of Ziosk. And specifically on Ziosk, we look at intent to return, we look at guest satisfaction. We look at complaints per 10,000, and we're able to compartmentalize or bucket those by location, by JVP to really get at the issues. So that -- I think -- and we're going to continue to do that. In terms of the MP comp, what I'd say there is our principles and beliefs, the culture is grounded in our managing partners. We know that growing the sales and profits of every restaurant starts with our partners. And therefore, we are making investments in the field compensation. We need to ensure we're competitive in the market. That allows us to have the right partners enroll. And that structure that drives that ownership aligns -- has got to align with our business objectives. What's exciting is those investments in field compensation, they're going to always enhance the team member, the guest experience, and we've seen lower hourly, lower manager turnover when we have tenured partners enroll. As far as the specifics, I want to be -- I want to directly and first communicate to our partners. And I'll leave it at that here. Out of respect to them, we need to have the discussion directly with them on how we're moving forward. Operator: Our next question comes from Sara Senatore with Bank of America. Sara Senatore: Just I guess one quick housekeeping question and then a question about Ziosk. Could you just let me know how much price you had on the menu? I'm just trying to reconcile, I think it was probably like kind of 4% price versus a more modest increase in check, but then what you said about seeing some good spending patterns by -- across different cohorts. So if you could just talk to that dynamic? And then like I said, I have a question on Ziosk. Eric Christel: Sure. Hi Sarah, it's Eric. So our Q3 pricing was up 3.7%. That's just a tick slightly higher than our full year guidance of mid-3s. And also, we expect Q4 to also be in the mid-3s on pricing. So pretty balanced. Sara Senatore: And then the mix component, was that smaller parties or I guess, was that mix across the different concepts? Just like I said, the average check was up less than that. So just wanted to make sure I understood that dynamic. Eric Christel: Yeah. So we're seeing pretty consistent mix within our expectations of about down 2%. It's really driven by the Aussie 3-Course, $10 Take Home, a lot of the experiential dinners and other events that are happening across the four brands. Sara Senatore: Got it. Okay. And then could you talk about sort of the functionality that Ziosk has? I'm wondering how you kind of balance -- I mean, as you pointed out, the service experience is really important to full-service brands. So how do you balance kind of what you digitize or automate through Ziosk versus what is an interaction with the server? I know different full-service brands have had different views on whether it should just be kind of pay at the table versus ordering capabilities versus things like games. So your, I guess, philosophy on that. Michael Spanos: Well, part of a remarkable dine-in experience is the emotional connection that our guests feel with our servers and our partners. That is foundational. That's not going away. At the same time, we know a lot of guests want things simpler, faster, easier, and they want to engage in technology. So what we get out of Ziosk, I think, are a few things that we like. Number one, we've got over 85% of our guests love to use it to pay, and that's really nice in terms of table turns and they get out of the restaurant faster, and we're going to continue to enable that. Second, we have -- we love the engagement rate where they give us feedback and that gives us real-time data at each restaurant by shift for coaching and recognition. Third, we do leverage it for gaming. So that's worked. And then there are certain menu items that guests can reorder, order on their own. But it is -- to order off the menu, you're going through our server. Operator: Our next question comes from Teddy Farley with Goldman Sachs. Edward Farley: I have a follow-up on the marketing part. Can you give any color on how you're planning on communicating the business turnaround with consumers to drive trial at Outback, particularly with lapsed guests who might have somewhat of an outdated image of what you'll be offering? And then kind of similarly to that, any color on how you would be trying to drive trial and frequency, specifically with the younger cohort? I assume that the shift toward digital advertising is probably part of that, but any additional color you could add would be appreciated. Michael Spanos: Yeah. You actually -- you got it right. First, you got to start with the marketing brings folks in the restaurant, but we got to execute really well because that brings them back. And that part of that is word of mouth. So to me, you start there. In terms of the brand communication, which has been after a lot of good work on the strategic brand positioning, we will be steak-centric and there will also be an element of emotional connection and you're going to get that hospitality experience that's going to be in there as well as the value components we get. We're going to stay clear to that. We're going to be back to the Aussie roots. And now as far as -- so that's the right message. As far as the channels, you're right, we're moving more towards a 40% linear TV, 60% digital. That's going to give us both better ROIs and also to be targeted in terms of retention and recruitment. And so we'll look at which non-protein items that we get a little more direct on digital to recruit some younger cohorts, and that's part of the work we're doing. But again, what I want to stress is we're not going to do that -- we're not going to turn on that extra marketing until we're really confident we are tight on execution, consistency of execution on steak and service. Operator: This concludes our question-and-answer session. I would like to turn the conference back over to Mike Spanos for any closing remarks. Michael Spanos: Thank you once again for your investment and support of Bloomin' Brands. I want to close by thanking our people for their passion, their ownership and commitment to each other and our guests. We are on our path forward because of you. Thank you. Operator: This concludes the conference. Thank you for attending today's presentation. You may now disconnect.
Operator: Good morning. Welcome to Lantheus' Third Quarter 2025 Conference Call. [Operator Instructions] This call is being recorded, and a replay will be available in the Investors section of the company's website approximately 2 hours after the completion of the call and will be archived for at least 30 days. I'll now turn the call over to Mark Kinarney, Vice President of Investor Relations. Mark? Mark Kinarney: Thank you. Good morning. With me today are Brian Markison, our CEO; and Bob Marshall, our CFO. We will begin with prepared remarks and then take your questions. This morning, we issued a press release, which was furnished to the SEC under Form 8-K reporting our third quarter 2025 results. The release and today's slide presentation are available on the Investors section of our website. Any comments could include forward-looking statements. Actual results may differ materially from these statements due to a variety of risks and uncertainties, which are detailed in our SEC filings. Discussions will also include certain non-GAAP financial measures. Reconciliation of these measures to the most directly comparable GAAP financial measures is included in the Investors section of our website. I will now turn the call over to our CEO, Brian. Brian Markison: Thank you, Mark, and good morning, everyone. In addition to the earnings press release issued this morning, we announced a leadership transition plan to guide Lantheus into its next chapter of long-term growth. As a part of this plan, I will retire from Lantheus at the end of this year and transition into an advisory role. Mary Anne Heino, our current Board Chairperson and prior CEO, will assume the role of Executive Chairperson now and serve as interim CEO following my retirement. This structure allows Mary Anne and me to work closely together with our leadership team to ensure a smooth transition over the coming months. Mary Ann led Lantheus as CEO for 9 years, driving significant growth throughout her tenure before becoming Chairperson in early 2024. With her extensive industry experience and deep knowledge of Lantheus, Mary Anne is well-positioned to continue executing our strategy and driving momentum while we prepare for the expected launch of our new F-18 PSMA PET formulation. The Board has initiated a comprehensive CEO search led by our Lead Independent Director to identify and appoint our next CEO, who will build on our strong foundation. We also announced that our President, Paul Blanchfield, will be leaving Lantheus for a new opportunity. We thank Paul for his many contributions and wish him continued success in his new role. I would also like to note that Amanda Morgan will return from leave and continue in her role as Chief Commercial Officer, reporting directly to Mary Anne. Before Bob and I review the business performance, I want to express what an honor it has been to serve on the Board and lead such a talented and purpose-driven group of employees at Lantheus. I am proud of our collective achievements and the remarkable progress we've made to strengthen Lantheus' position as the leading radiopharmaceutical focused company. We executed a series of strategic transactions, including the acquisitions of Life Molecular Imaging, Evergreen Theragnostics and Meilleur Technologies, along with key licensing agreements. These transactions diversified our revenue streams, expanded our capabilities across the radiopharmaceutical value chain and positioned us for successful regulatory submissions. Most importantly, they enabled us to build a robust and innovative pipeline of radiodiagnostics, including advancing our position in the growing Alzheimer's disease imaging market and our early-stage radiotherapeutic products. Now turning to the Lantheus results. In the third quarter, our top priority was and remains executing our commercial strategy to maximize the long-term value of our prostate cancer franchise. Our PYLARIFY results for this quarter reflect our ongoing efforts to maintain a disciplined approach to pricing and to raise awareness of PYLARIFY's clinical differentiation. The pricing stabilization across our accounts that began early in the third quarter has continued and actions we implemented in the second and third quarters to maintain our market leadership will continue to play out over time. Looking ahead, we are preparing for the potential approval of our new F-18 formulation in 2026. We anticipate this will qualify for 3 years of transitional pass-through payment status, supporting our PSMA PET franchise growth beginning in late 2026 and into 2027. Now turning to PYLARIFY. Sales were $240.6 million during the quarter, down approximately 7% year-over-year, with U.S. volumes up 3.3% and down slightly sequentially due to seasonality, both consistent with our expectations. And further to that point, large institutions continued to diversify their PSMA agents across PYLARIFY and gallium-68 agents, while smaller accounts grew in line with market rates. Importantly, our educational efforts and customer feedback reflects increasing recognition of PYLARIFY's clinical value. And anecdotally, we are seeing some sites return after trialing alternatives. As I mentioned earlier, signs of pricing stabilization persisted throughout the third quarter and into October. We are preparing for the expected launch of our new F-18 PSMA PET formulation, which optimizes the manufacturing process to potentially increase batch size by approximately 50%, which could enhance production efficiency, supply resilience and enable increased patient access. We plan to introduce this new agent to the market following the receipt of coding, coverage and reimbursement, including a HCPCS code and transitional pass-through payment status. We expect this plan to level the reimbursement playing field. For the remainder of '25, we expect low single-digit volume growth offset by further price compression as 340B or best price resets in the fourth quarter as a result of the 2-quarter lag in government price reporting, reflecting price concessions offered in the second quarter. Importantly, we do not anticipate any material changes to 340B from the fourth quarter into the first quarter of 2026 as PYLARIFY's in-market best price remained consistent from the second quarter to the third quarter of this year. These resets are factored into our guidance, and we are actively mitigating the impact through targeted commercial strategies. Our focus remains on preserving the long-term value of our PSMA PET franchise. DEFINITY continues to deliver consistent performance, growing more than 6% year-over-year despite experiencing slight unfavorable customer mix in the quarter. We remain confident in DEFINITY's market leadership and the continued growth of the ultrasound-enhancing agent market. DEFINITY's success continues to be anchored in its proven clinical and commercial value at 24-year track record of clinical application and continued customer satisfaction. Turning now to our neurology franchise. We see significant growth potential in the U.S. Alzheimer's disease radiodiagnostic market, driven by rising prevalence, expanded PET imaging guidelines and increasing use of amyloid beta and tau PET imaging agents alongside disease-modifying therapies. Today, there are 2 approved therapies and more than 100 in development, including approximately 30 tau-directed therapies and 40 beta-directed amyloid therapies, underscoring the critical role PET imaging can play in diagnosis and treatment selection. In the third quarter, Neuraceq delivered sales consistent with expectations. Neuraceq is our F-18 PET imaging agent used to detect beta amyloid plaques in patients being evaluated for Alzheimer's disease and select patients for amyloid beta-directed therapy and is already enhancing the depth of our relationships with nuclear medicine customers and our manufacturing partners. Our strategy for Neuraceq focuses on 3 main priorities: first, expanding geographic coverage to ensure broad access across leading Alzheimer's centers and community practices, including with the recent addition of 2 new PMFs in Southern California and Illinois. Neuraceq, has growing geographic coverage in the U.S. across 20 PMFs, and we plan to launch 6 additional PMFs in '26. Second, improving availability and scheduling flexibility; and third, leveraging revised appropriate use criteria or AUC, and updated benefit manager guidelines, which recommend repeat scanning. We are advancing MK-6240, RF-18 PET imaging agent for detecting tau in adults being evaluated for Alzheimer's disease, and the FDA has set a PDUFA date of August 13, 2026. Our NDA submission was supported by data from 2 pivotal Phase III clinical trials, which evaluated MK-6240's performance in detecting tau pathology in early Alzheimer's disease. These studies met their co-primary endpoints of sensitivity and specificity to detect tau tangles. MK-6240 previously received fast track designation reinforcing its potential to address a significant unmet need in Alzheimer's disease diagnostics. We believe PET imaging is foundational to the diagnosis and management of Alzheimer's disease. The recent FDA approval of blood-based biomarkers is an important advancement, enabling earlier identification of patients. We believe these tests will expand the readily addressable market over time and complement, not replace the critical value PET imaging provides in visualizing and quantifying disease. In addition to our work progressing our new F-18 PSMA PET formulation and for MK-6240, we also are planning for potential approval of LNTH2501 which is also known as OCTEVY, which is a PET diagnostic imaging kit targeting somatostatin receptor-positive neuroendocrine tumors or as we commonly refer to them, NETs. If approved, LNTH2501 may complement Lantheus' therapeutic candidate, PNT2003 as part of a theragnostic pair, advancing the company's strategy to deliver integrated diagnostic and therapeutic solutions for patients with cancer. These 4 products strategically diversify our business and further solidify Lantheus' position as the nuclear medicine partner of choice. As we execute our strategy and advance our leadership in radiopharmaceuticals, we remain focused on delivering strong financial performance and disciplined capital allocation. To provide more detail on our third quarter results and outlook, I'll now turn the call over to Bob. Robert Marshall: Thank you, Brian, and good morning, everyone. I'll provide details of the third quarter 2025 financials, focusing on adjusted results with comparisons to the prior year quarter, unless otherwise noted. Turning to the details. Consolidated net revenue for the third quarter was $384 million, an increase of 1.4%. Radiopharmaceutical Oncology, currently PYLARIFY, contributed $240.6 million of sales, down 7.4%. U.S. volumes were up 3.3% year-over-year and down slightly sequentially due to seasonality as expected. Precision Diagnostic revenue of $129.7 million was up 25%. Highlights include sales of DEFINITY at $81.8 million, 6.3% higher, along with TechneLite revenue of $21.1 million, up 3.2% Additionally, Neuraceq contributed $20.4 million in the abbreviated quarter. Lastly, strategic partnerships and other revenue was $13.7 million, down 10.1%, driven mainly by our investigational product candidate, MK-6240 at $6 million of revenue, down 39.9% due mainly to the timing of milestones received in the prior year quarter not repeated. Gross profit margin for the third quarter was 53.5%, a decrease of 471 basis points. The decrease is mainly attributable to unfavorable pricing impacts to margin, the inclusion of Evergreen and LMI margin profiles and E&O charges, which accounted for approximately 50 basis points of gross margin headwind in the quarter. Operating expenses at 32.4% of net revenue were 775 basis points higher than the prior year rate, but generally in line with previously guided underlying spending levels with the inclusion of both Evergreen and LMI as well as additional investments in our R&D pipeline. Operating income for the quarter was $119.6 million or a decrease of 27.6%. Other income and expense were $2.4 million of expense. This is slightly lower than expected due to a decreased cash position from the $100 million of shares repurchased during the quarter that resulted in lower net interest income to offset interest expense. Total adjustments in the quarter were $74.8 million of expense before taxes. Of this amount, $24.5 million and $14.6 million of expense is associated with noncash stock and incentive plans and acquired intangible amortization, respectively. Nonrecurring expenses tied to closing and integrating our announced acquisitions and divestiture totaled $34.8 million. Our effective tax rate was 26.9%. The resulting net income for the third quarter was $27.8 million and $85.7 million on an adjusted basis, a decrease of 30.9%. GAAP fully diluted earnings per share for the third quarter were $0.41 and $1.27 on an adjusted basis, a decrease of 25.3%. Now turning to cash flow. Third quarter operating cash flow totaled $105.3 million, down $69.8 million from the prior year. The variance is driven in part by M&A fees and integration cash costs incurred in the quarter of $35.1 million. Capital expenditures totaled $10.6 million, down $5.2 million. Free cash flow, which we define as operating cash flow less capital expenditures, was $94.7 million, $64.6 million lower than the prior year period. During the quarter, the company invested $100 million in its own shares at an average price of $56.94 for 1.756 million shares. Also, the company completed the acquisition of Life Molecular with an outlay of approximately $309 million net of cash acquired. Taken together, cash and cash equivalents, net of restricted cash now stand at $382 million. We have access to our $750 million undrawn bank revolver and are comfortable with our strong liquidity position. Turning now to our updated guidance for the full year of 2025. We are narrowing our view of full year revenue to the higher end of the range to reflect recent trends we saw throughout Q3 as well as quarter-to-date. Principally, we estimate that PYLARIFY will come in towards the higher end of the prior range of $940 million to $965 million. Neuraceq's contribution should also trend to the higher end of the prior range. Taken together, full year revenue is now expected to be in a range of $1.49 billion to $1.51 billion from the prior range of $1.475 billion to $1.51 billion. We are also narrowing our estimates of adjusted EPS to a range of $5.50 to $5.65 versus the prior guide of $5.50 to $5.70. With that, let me turn the call back over to Brian. Brian Markison: Thank you, Bob. As I mentioned earlier, I look forward to collaborating with Mary Anne and the Board over the coming months and supporting Lantheus in an advisory role after retiring. In the meantime, I remain committed to advancing and executing our strategy. This includes continuing to build on Lantheus' strong leadership position in radiopharmaceuticals. We're staying laser-focused on driving PYLARIFY commercial execution as we prepare for the next chapter of our prostate cancer franchise. We're also advancing our strategic diversification plan, including the ongoing integration of our recent acquisitions and preparing for 4 near-term product approvals that we expect to fuel our next wave of growth. The talented teams from Life Molecular Imaging and Evergreen significantly strengthen Lantheus' ability to execute operationally and commercially and ultimately allow us to expand our patient impact. And we're advancing our innovative investigational assets across oncology, neurology and cardiology and expanding our commercial portfolio that enables clinicians to fight follow disease to deliver better patient outcomes. It's been a privilege to lead Lantheus as CEO. Together, we have built a robust radiodiagnostic and radiotherapeutic pipeline, position Lantheus for successful regulatory submissions and strengthened our capabilities and expertise in the growing Alzheimer's disease radiodiagnostics market and across the radiopharmaceutical value chain. I'm confident that Lantheus is well positioned to drive long-term growth and enhance value for all our stakeholders. And with that, operator, I'll now turn it over to questions and answers. Thank you. Operator: [Operator Instructions] Our first question comes from the line of Roanna Ruiz from Leerink Partners. Roanna Clarissa Ruiz: I want to extend my best wishes to you, Brian, on your next endeavor. So, a quick question for me. I noticed on -- you were talking about the PYLARIFY and Neuraceq likely being in the higher end of range of guidance based on trends in the quarter and to date. So, I was curious if you could elaborate on those, what strategies are getting traction here? And how could those continue into 2026? Brian Markison: Thanks, Roanna. And I'll take the beginning of it and then flip it to Bob. And by the way, welcome back, and congratulations to you. I think what you're seeing with PYLARIFY is, as we reflected in the prepared remarks, the stabilization in the PSMA market, we have, I would think, weathered the storm appropriately with execution as we changed from an ASP reimbursement environment to one of MUC. And we're seeing customers that are trialing different agents actually come back to PYLARIFY, and that's quite rewarding. So, with Neuraceq, it's really all about expansion and availability. It's a great amyloid tracer under the Life Molecular Imaging umbrella. It has not had the resources to expand in a way that we have with PYLARIFY. So, it's all about for us, availability, expansion, being there for our customers and also driving our portfolio. Bob, do you care to comment? Robert Marshall: Yes. I mean to kind of tack on to that, the visibility that we have as we look to the balance of this year, obviously, our focus is on executing the strategy that we've had in place. which we'll continue to do. But it's still a competitive market. And so, we will continue to monitor that extremely closely, particularly as we go into the new year. So, I'm not going to comment on '26 as we're not in a place to provide guidance. But when we do, it will take into consideration all the different market and environmental dynamics that we see at that time. Operator: Our next question comes from the line of Richard Newitter from Truist. Richard Newitter: I wanted to just ask actually a couple. I know you're not giving '26 guidance but is there -- I think investors are definitely focused on the possibility of any major resets coming. So, anything you can highlight relative to where you see consensus? I think consensus earnings is around $575 million for next year. And PYLARIFY is hovering a little over $900 million. It sounds like with the step-up in visibility today around PYLARIFY, that might not be a bad place to be. But anything you can comment on '26, even if it's just directional relative to consensus, that would be helpful. Brian Markison: Yes, Rich, I appreciate the question. We're not going to comment on '26 guidance. I think what we can tell you and what we're seeing in the market right now is the stabilization of our account base. We're also seeing continued year-over-year and sequential volume growth for PYLARIFY. So, we're seeing a lot of promising signs as we focus on growing the market, preserving the growth and preparing for our launch of our new formulation. Operator: Our next question comes from the line of Matt Taylor from Jefferies. Matthew Taylor: I was hoping just because there's a lot of significant management changes, you could talk a little bit more about why now in terms of retiring, why Paul is leaving? I guess, what you're looking for in a new CEO and how long that process could take? Brian Markison: Yes. Thank you. I appreciate the question. Well, first, let's uncouple the 2 management changes with Paul and Brian. Paul is going to a great opportunity. It's wonderful. We're excited for him, and it's also gratifying to Lantheus that we continue to turn out some great executives into the marketplace. As for me, my decision is personal. I've got 9 grandchildren. And actually, I think # 9 was the tipping point for me. So, when I came into the role, it was not with any expectation that this would be a long-term assignment, and that I came in to rebuild a pipeline, rebuild an R&D organization and position this company for sustained long-term growth. And I feel really, really good about doing that. So, it's time for me to step aside. But the other thing that's really good here that we should take note of is that Mary Anne is very close to this business. She was the CEO for 9 years. She has been part of it as a Board Chair for the past 2 years, and we have worked very closely together for the past 13 years. This is a seamless transition with an expert who's coming back in on an interim basis as we've also announced a CEO search. Our Lead Independent Director is heading up that search. It will be comprehensive. And obviously, we're looking for outstanding individuals that can take this company to the future. How long the process will take, I can't determine that. And right now, it's very early in stages. So, you can look at industry averages from announcements like this, the time of new placement and you can figure it out for yourself. But this is a very attractive role for an up-and-coming rising CEO candidate. And I have no question that we are going to find an outstanding person to come in here and build for the future. Operator: Our next question comes from the line of Paul Choi from Goldman Sachs. Our next question comes from the line of Yuan Zhi from B. Riley. Yuan Zhi: One advantage of F-18 label PYLARIFY is they are produced in 20 or 40 doses per batch. Since competitor Gozellix come to the market, do you notice that they are producing in cyclotron with a similar number of doses per batch and taking market shares away from your high-volume customers? Brian Markison: Thanks, Yuan. I appreciate the question. We're not seeing a lot of impact from Gozellix produced by the cyclotron. We're seeing actually, as I mentioned in the prepared remarks, very good and consistent growth with our smaller accounts that have more capacity and they are growing with the market. But we are seeing in our much larger accounts, those sharing, if you will, with Gallium-68, but those are the accounts that have a tremendous amount of volume. But we are not seeing any real impact that I can measure right now from Gozellix on a cyclotron. So, I'm not at the moment concerned about that. Operator: Our next question comes from the line of Larry Solow from CJS Securities. Unknown Analyst: It's Pete Lucas for Larry. Just one question. If you could give us a little more color on the competitive landscape in the Alzheimer's imaging market, particularly on the tau tango side of the market and how MK-6240 is positioned against other products? Brian Markison: Yes. Thanks, Pete. Great question. So again, MK-6240 has been filed with an expected PDUFA date of August 13 and 26. I think we look at MK-6240 as a second-generation tau agent. Tau is the only agent commercially available today. There is a lot of interesting information out of different clinical trials, one notably the head study out of University of Pittsburgh, where they directly compare these tracers, all the tau agents, whether they're investigational or the one commercially available head-to-head, if you will. And the superiority of MK-6240 is in evidence and reported in these studies, and we've discussed it in previous earnings calls. I think the major thing to look for here as the marketplace evolves and guidelines evolve, clearly, the role of tau is going to become increasingly more important as you look at staging, longitudinal management and tracking. And also what tau gives you the ability to do is look at where in the brain the tangles are, if you will, and what parts of the brain are they affecting -- and how does the patient with AD really behave, whether it's memory, whether it's balance, whether it's speech, all of these things come into play when looking at tau and assessing its disposition in the brain of an Alzheimer's disease patient. So, we feel that MK has a significant competitive advantage. However, I would like to point out that the market is relatively immature for tau and the beta amyloid market is really exploding right now in front of us. Operator: Our next question comes from the line of Tara Bancroft from TD Cowen. Tara Bancroft: So, I'm wondering if you could tell us more about the various factors and maybe feedback that you're hearing from your partners that are leading the market to reach this pricing stabilization exactly? And then along that line, do you believe that this will remain kind of a 3-player market in the near-term, like into 2026, given the various pass-through dynamics that are expected next year for you and for others? Brian Markison: Yes. In the near-term, I expect it to be a 3-player market. I think in a competitive market like ours and given the success we've had simply looking at the revenues we reported for PYLARIFY, you naturally do attract competition. We think the stabilization we're seeing and our description of our strategy to be disciplined on price has played through in the marketplace with our accounts and our customers. The other thing to note is our service is top notch. Our ability to deliver doses on time in full is unparalleled. And I think that service quotient and our team in the field, along with our PMF partners needs to be recognized as part of our success. So, it's not simply introducing another agent. It's also having the feet on the street and the knowledge that we have to really execute. The other part of this, though, is the clinical differentiation of PYLARIFY is really beginning to shine, if you'll excuse the pun. I think in patients with low-volume disease where they're suspected of a recurrence or even on initial staging and diagnosis, PYLARIFY has a very clean and distinct signal and its sensitivity and specificity are really unparalleled. And you can just look at the other competitors' package inserts to compare them. So, in all, I believe this market stabilization we're seeing now is healthy. I think that customers are making the right decision for their patients. And I think our team in the field is really rocking it, and I expect continued growth out of this franchise. Operator: Our next question comes from the line of Justin Walsh from Jones Trading. Justin Walsh: What are your thoughts on the potential dynamics that could emerge in the PSMA imaging market as other clinically differentiated products enter? I know one potential competitor has a copper 64-based agent in late-stage development, and it would be great to hear how Lantheus will maintain your edge in the space. Brian Markison: Yes. I think the copper 64 agent is certainly of interest to us, and we are monitoring their progression carefully. I think when you look at real differences in the clinic, that will have to play out, but we're highly confident that our sensitivity and specificity at our network will continue to be the major force in the marketplace. So, we're watching it very carefully, and I really don't have too many concerns at the moment about that. Robert Marshall: And Justin, I'll just tack on. I just think that you're also talking about it launching into what is we believe will be a continuing market opportunity. So, a rising tide lifts all boats. Certainly, if there's a carve-out share for them, it would be into a market that is going to approach $3.5 billion plus by the end of the decade. A lot of that predicated on the growing use from an RLT perspective. I'll leave it at that. Operator: [Operator Instructions] Our next question comes from the line of Kemp Dolliver from Brookline Capital Markets. Brian Kemp Dolliver: Brian, what are you thinking regarding the pending Medicare hospital outpatient rule, which, a, is overdue and then also the possibility that they will transition to ASP from MUC. Brian Markison: Yes. I think when you look at the end of last year, there was a moment in time where we had ASP, then we didn't, then we had it again and then we didn't. And now we're in the MUC environment. I think the hill is a bit in disarray at the moment. However, we continue to lobby. We continue to work with CMS, and we're continuing to educate them. I think the belief out there, and certainly, we share this is that moving to ASP eventually is the right move for all parties involved. It simplifies everything from both our end and from CMS. However, I think at the moment with a bit of a disarray, it's hard to break through and have your voice heard. So, I think for '26, I'm not anticipating much change, but certainly for '27, we are predicting that there could be meaningful change to ASP. Operator: Our next question comes from the line of Yuan Zhu from B. Riley. Yuan Zhi: A follow-up from us. So now Neuraceq acquisition is complete, can you provide additional color on the growth trajectory from the past and looking forward as well as your plan to gain market share there? Brian Markison: Yes, I appreciate the follow-up question. I would love to talk about the historic trend line for Neuraceq, but those sales were not our audited numbers. So, I really can't really report on them too much. However, what I can say is we're seeing terrific growth from Neuraceq. October was an all-time high, and we expect that growth to continue. Robert Marshall: Yes. I mean -- and even to take it from an inorganic perspective, we do -- they have been healthy growth rates. I mean, let's just put it that. They've had a great year in 2025. We expect them to continue to grow from a market share opportunity perspective as we grow our PMF network, as Brian outlined in his prepared remarks and as well as bolstering the U.S. sales team that came with the acquisition who have all done a great job. We expect the opportunity from an expanded geographic presence to drive not only just the annualization of their contribution, but also to drive added value beyond that. Brian Markison: And I think what gives us a lot of confidence is the team from Life Molecular Imaging has been in the neuroscience space for quite some time. And their expertise is immediately grafted into our organization, and that gives us the ability to really hit the ground running and not lose any -- there's no real downtime with them. It's been a seamless transition and integration with them, and we really cherish a lot of our new employees. Operator: Thank you. Ladies and gentlemen, there are no further questions at this time. Thank you for participating in today's conference. This concludes the program. You may disconnect, and have a wonderful day.
Operator: Greetings, and welcome to the CareCloud, Inc. Third Quarter 2025 Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Kristen Rothe. You may begin. Kristen Rothe: Good morning, everyone. Welcome to CareCloud's Third Quarter 2025 Conference Call. On today's call are Mahmud Haq, our Founder and Executive Chairman; Co-Chief Executive Officer, Stephen Snyder and Hadi Chaudhry; and Norman Roth, our Interim Chief Financial Officer and Corporate Controller. Before we begin, I would like to remind you that certain statements made during this conference call are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. All statements other than statements of historical fact made during this conference are forward-looking statements, including, without limitation, statements regarding our expectations and guidance for future financial and operational performance, expected growth, business outlook and potential organic growth and acquisitions. Forward-looking statements may sometimes be identified with words such as will, may, expect, plan, anticipate, approximately, upcoming, belief, estimate or similar terminology and the negative of these terms. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These statements reflect our opinions only as to the date of this presentation, and we undertake no obligation to revise these forward-looking statements in light of new information or future events. Please refer to our press release and our reports filed with the Securities and Exchange Commission, where you will find a more comprehensive discussion of our performance and factors that could cause actual results to differ materially from these forward-looking statements. For anyone who dialed into this call by telephone, you may want to download our third quarter 2025 earnings presentation. Please visit our Investor Relations site, ir.carecloud.com., click on News and Events, then click IR calendar, click on Third Quarter 2025 Results Conference Call and download the earnings presentation. Finally, on today's call, we may refer to certain non-GAAP financial measures. Please refer to today's press release announcing our third quarter results and for a reconciliation of these non-GAAP performance measures to our GAAP financial results. With that said, I'll now turn the call over to our Co-CEO, Stephen Snyder. Stephen? Stephen Snyder: Thank you, Kristen, and good morning, everyone. We appreciate you joining us as we discuss our year-to-date performance and progress against our strategic objectives. Q3 was a truly transformational quarter for CareCloud. We delivered strong results and hit important AI milestones while simultaneously closing 2 strategic acquisitions that expanded our reach into the hospital market and deepened our analytics and benchmarking capabilities. I'm excited about what this means for our overall trajectory and for the value we can create for providers in today's market. Also, we are pleased to be raising full year revenue guidance to $117 million to $119 million, up from the $111 million to $114 million we set at the beginning of the year. And we are reaffirming adjusted EBITDA guidance of $26 million to $28 million and GAAP EPS guidance of $0.10 to $0.13, reflecting the momentum we are seeing and disciplined execution. Turning to the quarter. CareCloud delivered another period of profitable growth with revenue of $31.1 million, an increase of 9% from the same period last year. Further, growth is converting to earnings power. GAAP EPS improved by $0.08 year-over-year to $0.04 and adjusted EBITDA increased 13% to $7.7 million, demonstrating operating leverage in our model. I'll come back to guidance in a moment. But first, I want to go deeper on the 2 strategic acquisitions that are reshaping the company, namely Medsphere and Map App. First, on August 22, we completed the acquisition of the assets of the Medsphere Systems Corporation. This transaction represents a significant expansion of CareCloud into the inpatient market. Historically, CareCloud has been known primarily for its ambulatory solutions, revenue cycle and technology-enabled services. Medsphere immediately broadens that profile. We can now serve community hospitals, regional systems and critical access hospitals with a full stack that includes Care View, an integrated inpatient EHR, RCM Cloud, which extends our revenue cycle capabilities into hospital billing and collections; Wellsoft, a class recognized emergency department information system, HealthLine for hospital supply chain management, ChartLogic, our ambulatory EHR and practice management suite, which has a particular strength in the surgical subspecialties such as orthopedics, Marketware, which provides physician relationship management and referral analytics to grow service lines and reduce referral leakage and managed IT services for implementation, interface management, infrastructure support and a 24/7 help desk. Put simply, we've evolved from an ambulatory first company to serving the entire care continuum. We can now support the full patient clinician journey from the doctor's office or outpatient clinic to the emergency department into the inpatient bed through the revenue cycle and even into the supply chain. That is a fundamentally different and stronger posture for CareCloud. Scale matters here as well. Medsphere brings a national network of hospitals and gives us immediate hospital reach and credibility of buyers who are often priced out of large enterprise suites, but still need AI-enabled capabilities to operate. Consistent with our playbook, we were disciplined in how we financed it. We acquired Medsphere for $16.5 million, funding roughly half with cash on hand and the balance under our new credit facility. Since closing in late August, we rapidly delevered and have already reduced the finance portion by nearly half. And today, the outstanding balance on the line of credit is under $5 million. In other words, approximately 70% of the purchase price has been funded from our internally generated cash, and we expect to pay off the remaining balance to 0 over the upcoming months. Further, we executed this plan with no dilution to common shareholders. That is what we mean by disciplined capital allocation. We added an at-scale hospital IT platform and client base while strengthening the balance sheet and driving positive cash flow. Our near-term integration priorities are straightforward. First, cross-sell and upsell. We are beginning to introduce AI-driven revenue cycle services, analytics and automation across the Medsphere hospital footprint to help facilities collect cash faster and at higher levels, address staffing constraints and gain access to integrated AI solutions that were previously out of their reach. Second, infrastructure leverage. We are aligning Medsphere's support implementation and managed services with CareCloud's operating model to accelerate go-lives and lower support cost per client, supporting margin expansion over time. Medsphere is not just more revenue, it is strategic positioning, placing us firmly inside the hospital IT stack with deployed assets and creating a national cross-sell channel for our AI and RCM automation. The second transaction since our last earnings call was our acquisition of Map App from the Healthcare Financial Management Association, which closed on October 1, alongside a long-term joint marketing agreement. Map App is a hospital benchmarking and performance analytics platform used by leading hospitals and integrated delivery networks to measure and compare revenue cycle metrics such as cash collections efficiency, denial performance and cost to collect, exactly the levers CFOs and revenue cycle leaders are focused on right now. HFMA built this tool to show with clarity where an organization is underperforming and what best-in-class looks like. That matters for us for multiple reasons. First, we move up the decision stack. We can now walk into a CFO conversation leading with benchmarking insights and tie gaps directly to our solutions. Second, we create an analytics-led plan of action. Map App can identify the problems and CareCloud's RCM capabilities and AI automation can then in turn provide the solutions. Third, through our joint marketing agreement with HFMA, we further extend our reach and our credibility in the hospital finance leadership. From a near-term revenue standpoint, Map App is about improving win rates and expansions into 2026 and beyond, particularly on top of the Medsphere base. And there is a tight product fit with our AI center of excellence. We intend to enrich map benchmarks with AI-driven recommendations where a provider, for instance, is underperforming, the expected dollar impact of closing that gap and the automation to prioritize first. That is where the market is going, and we intend to lead it. Let me close with how we see the path forward. Again, we are increasing our full year 2025 revenue guidance to a range of $117 million to $119 million and reaffirming adjusted EBITDA guidance of $26 million to $28 million with $0.10 to $0.13 of GAAP EPS. More importantly, we believe the combination of Medsphere and Map App positions CareCloud very differently from a year ago. We now have a credible hospital presence covering inpatient EHR, ED systems, RCM technology, analytics, supply chain and managed IT already deployed in facilities across the country. And we have a benchmarking engine that allows us to start commercial conversations with data, not just a pitch. And we have an AI center of excellence that sits on top of both, driving targeted automation, measurable financial benefits and operating leverage. We're doing all this while remaining profitable, generating cash and preserving flexibility. Said simply, we are building an integrated AI-enabled ambulatory and hospital platform that's designed to meet and exceed the needs of providers in today's market. With that, I'll turn the floor over to Hadi to discuss how we are productizing AI inside clinical and strike that stop. With that, I'll turn the floor over to Hadi to discuss how we are productizing AI inside clinical and revenue cycle workflows and then to Norm for additional financial details. Hadi? Hadi Chaudhry: Thank you, Steve, and good morning, everyone. I would like to start by echoing Steve's comments and thanking all of you for joining us today. Artificial intelligence remains at the center of CareCloud's transformation strategy, driving both operational efficiency and long-term growth. Over the past year, we have made measurable progress embedding AI across our platform, improving clinical documentation, accelerating revenue cycle performance and modernizing patient engagement. Through our AI center of excellence, we are rapidly converting innovation into results, enhancing client productivity, reducing costs and positioning CareCloud as a scalable differentiated player in the health care technology landscape. One of the most exciting developments from our AI center of excellence is our upcoming Agentic AI front desk solution, which is currently in advanced pilot testing and scheduled for formal launch in mid-December. This next-generation multilingual voice-driven digital assistant autonomously manage patient calls, handling appointment scheduling, rescheduling and cancellations, new patient registrations, prescription refills, lab result inquiries, preventive care reminders, billing questions and referral requests, all through natural conversational interactions. Operating 24/7 with no hold times, it can securely access, process and where needed, update real-time clinical and financial data to deliver accurate contextual responses. The system is fully integrated with CareCloud's EHR and practice management platforms and can also interface with other leading systems across the industry. To the best of my knowledge, none of our direct competitors are offering this level of proprietary AI capabilities or depth. In our pilot deployments, the Agentic AI front desk solution has already delivered strong results, successfully handling over 70% of incoming patient calls end-to-end without human intervention and achieving over 80% success in appointment scheduling and related tasks. The pilot included calls in multiple languages, roughly 90% English and 10% Spanish, demonstrating the system's ability to serve diverse patient population [indiscernible]. By reducing administrative burden, eliminating wait times, improving patient access and removing language barriers, this solution creates measurable efficiency gains and represents a major growth opportunity for CareCloud as we scale its deployment. Looking across both our client base and the broader market, the opportunity for this technology is significant. As a fully integrated and highly scalable solution, the Agentic AI front desk is positioned to transform patient communication across both ambulatory and hospital settings. We see strong potential to deepen relationship with existing clients while expanding adoption among new health care organizations, unlocking meaningful recurring revenue opportunities as this solution scale. At the end of my remarks, we will play a brief recording of a real patient call that highlights the depth and capability of our Agentic AI solution. We have chosen a more complex interaction rather than a routine scheduling call to show the system sophistication and versatility. This recording was shared with patient consent and all protected health information has been removed in full compliance with HIPAA. Following our recent acquisition of Medsphere, we are making steady progress on the integration and modernization of their platform portfolio. Our road map is centered on merging Medsphere's Care View inpatient system with CareCloud's ONC-certified CAH platform, creating a unified next-generation solution tailored for community and critical access hospitals. A major focus is on reestablishing Care View as an industry-leading mobile-friendly platform designed to simplify workflows for physicians and nurses while improving speed, usability and access across devices. In addition, ChartLogic customers will gain access to CareCloud's proprietary EHR, practice management and AI-enabled capabilities, expanding the value of our combined portfolio. We are also working on plans to advance the recently acquired HFMA Map App, a benchmarking tool that helps providers compare key operational and financial metrics. Our goal is to enhance it with AI-driven analytics and predictive insights, transforming static benchmarks into actionable intelligence and further extending our AI footprint to help health care leaders optimize performance in real time. Together, these initiatives reflect how CareCloud is evolving into a unified AI-driven health care technology company, now serving both the hospital and ambulatory segments. By connecting front office automation, clinical intelligence and financial performance within a single platform, we are expanding our reach, strengthening our product portfolio and positioning CareCloud to deliver stronger growth, improved margins and sustained value creation heading into 2026. Before I hand the call over to Norm Roth, our Interim CFO and Controller, let's listen to the patient call I mentioned earlier, demonstrate the depth and capability of our Agentic AI front desk solution [Presentation] Norman Roth: Thank you, Hadi. That was a very interesting demonstration of our AI capabilities, and thanks, everyone, for joining our call today. We delivered another strong quarter, reflecting the strength of our business model and the disciplined execution of our strategic priorities. Positive earnings per share and strong cash flow underscore our continued operational efficiency and financial health. During the 9 months ended September 30, 2025, we generated $19.9 million of cash flow from operations compared to $15.4 million in the same period last year. In the third quarter, we reported revenue of $31.1 million, an increase of $2.5 million compared to the same period last year. CareCloud Wellness generated approximately $900,000 in revenue for the quarter and approximately $2.6 million for the first 9 months of this year. There was approximately $3.4 million in revenue related to the Medsphere acquisition, which was completed towards the end of this past August. In the third quarter, we reported GAAP operating income of $3.2 million and GAAP net income of $3.1 million. This is consistent with the GAAP operating income of $3.3 million and GAAP net income of $3.1 million during Q3 2024. The GAAP net income per share for the quarter was $0.04 based on the net income attributable to common shareholders, which takes into account the preferred stock dividends. There was a loss of $0.04 per share in the third quarter of 2024. Non-GAAP adjusted net income for the third quarter of 2025 was $4.4 million or $0.10 per share, calculated using the end-of-period common shares outstanding. We reported adjusted EBITDA of $7.7 million in the third quarter compared to $6.8 million in the same period last year. Revenue for the 9 months of 2025 was $86.1 million compared to $82.6 million for the same period in 2024. For the first 9 months of 2025, the company's GAAP net income was $7.9 million compared to GAAP net income of $4.6 million for the first 9 months of 2024. This equates to income of $0.07 per share after subtracting the preferred stock dividends. This compares to a $0.28 loss for the same period last year. Non-GAAP adjusted net income for the 9 months was $10 million or $0.24 per share. Year-to-date, the adjusted EBITDA was $19.9 million, an increase of $3 million from $16.9 million in the same period last year. As of September 30, 2025, the company had approximately $4.3 million of cash, net of restricted cash of $815,000. Net working capital was approximately $6.1 million. We have a new $10 million line of credit with Provident Bank. And as of September 30, 2025, the line of credit balance was $6.5 million. Since then, we have made $1.6 million of additional payments on the line of credit, bringing the balance today to $4.9 million. Our intention is to fully pay the balance on the line of credit as soon as possible. We remain focused on profitability and cash flow and delivering long-term shareholder value. We look forward to updating you at year-end. With that, I'll now turn the call over to Mahmud for his closing remarks. Mahmud? Mahmud Haq: Thank you, Norm. As we look ahead to 2026, we remain focused on driving innovation, improving patient experience and creating lasting value for our shareholders. I want to thank our employees for their dedication, our clients for their continued trust and our shareholders for their confidence and support. Thank you. Operator, you can open the call for questions. Thank you. Operator: [Operator Instructions] Our first question comes from the line of Allen Klee with Maxim Group. Allen Klee: Great quarter. Starting out with your push into the hospital space. Can you talk about your plan to try to win new customers and grow sales? What's your go-to-market strategy on that? Stephen Snyder: Allen, certainly. So if we step back for a minute and we think about what has transpired since our last earnings call, we would really focus in on 2 primary things. One would be the acquisition of Medsphere. The second would be Map App. If we think about Medsphere, Medsphere truly brings us from the position we were in a year ago roughly, where we were an ambulatory-centric provider to one that will serve the full care continuum. And [indiscernible] with it immediate credibility in community hospitals, acute care facilities, critical access hospitals and the like. And then the second would be Map App. So Map App brings with it the analytics engine and the credibility to be able to extend the throughput of the overall Medsphere operations and cross-selling within that same hospital segment. So if we think about the more immediate opportunities, our near-term opportunities candidly, will really be more so focused on cross-selling and upselling into that installed base. So we are now working with hundreds of hospitals throughout the country. And we have the opportunity to cross-sell our AI solutions to implement the AI solutions to embed them more fully in existing platforms, to cross-sell and upsell our RCM solutions into those existing relationships. That would be really the first order of priority. Our second order of priority will really be more focused on extending the same benefits that we're able to deliver to these existing customers to the broader hospital community with a focus initially on critical access hospitals. There are more than 1,400 critical access hospitals throughout the country. They are underserved in terms of their technology opportunities from a platform perspective and also in terms of the opportunity to avail themselves of RCM and AI platforms. So we see a significant opportunity to be able to sell into these critical access facilities. But that will really come in the order of second priority in relationship to the significant upsell and cross-selling opportunities we have in the existing base. Allen Klee: My next question and after that, I'll go back in the queue and ask more after other people. For AI, how are you thinking about the rollout of the new -- your new offerings? Stephen Snyder: Allen, thanks for your question. I think before even getting into the -- more specific to the products of this FTE Agentic AI product as an example, let's look at understand if we can take a note of how this whole AI landscape is changing and evolving, especially in the health care. And if you think about it in the first 6 months of 2025 alone, nearly $6 billion of venture funds into digital health and about 60% of that was captured by AI start-ups. So that level of investment is basically -- it's transforming the AI landscape and especially into the clinical, financial and operational workflows. And before, if you think about our own opportunity of this FTE into the space of this voice-based AI, as we all have heard about one of the prominent names, SoundHound, they did really well. They have demonstrated how scalable conversational AI can be across industries. If you think about it, I think the 2022 revenue was approximately $46 million to now they are they expecting the 2025 revenue to be about $160 million to $170 million. And with that, the market cap is around $7 billion today. So that success at least validates both the demand and the value creation potential for high-performing voice [indiscernible]. Now if you look at the health care, the biggest barrier is domain depth and compliance. Health care, as we all know, isn't just about understanding the speed, it's about understanding clinical context, payer rules, PHI privacy and interoperability standards. And if you think about CareCloud, we have been -- we have spent years in building the infrastructure and certification to make this thing possible. So while voice AI companies are great at natural [indiscernible], but we think that the CareCloud's advantages in operational execution into the health care workflows. So another differentiator, if you think about this AI front desk solution, it isn't just a bolt-on voice tool. It's natively built into our EHR and practice management platforms. which gives us a secure real-time access into the highly regulated clinical and financial data. So while SoundHound and many other companies have proven the commercial scalability of conversational AI, but CareCloud is bringing the same sophistication into the health care. And you have to think about this example of the call that we have played and we purposefully picked up a more complicated call, more difficult call, difficult accent and difficult questions, and it still kept even as the empathy factor into -- while answering those questions to the patients. So the 70% success rate, and this also includes even the call where patients specifically asked to transfer the call to the human agent. So if you remove that, the success rate or the call handling rate even would be much higher. So now with the Medsphere, more clients added to our ambulatory clients on our existing platform to ChartLogic platform. So we see between all of them, they probably handle millions and millions of calls each year. So we see a tremendous [indiscernible] there to be able to cross-sell and upsell into all this space. Sorry for the long answer to your question. I just wanted to make sure that how we are positioning this conversational AI and Agentic AI applications. Operator: Our next question comes from the line of Michael Kim with Zacks Small-Cap Research. Michael Kim: First, I guess, just in terms of M&A, I know you recently closed Medsphere and Map App. But just wondering, maybe taking a step back, what you're seeing from a competitive standpoint, particularly as it relates to buyer and seller expectations around valuations. And then related to that, I know you plan to pay down the credit facility balance in the coming months, but just curious how you're thinking about capacity from a funding standpoint going forward. Stephen Snyder: Thanks, Michael. AI is absolutely driving conversations in the M&A space. And AI is creating pressure both amongst RCM companies and also health care IT companies like Medsphere and the Map App product. From an expectation perspective, companies who are looking to exit or owners who are looking to exit are -- seem to appreciate the fact that if they are not actively rapidly deploying AI throughout their overall service offering or platform that their anticipated expectation when it comes to valuation includes or bakes that into the overall formula. So maybe said more simply, companies who are not leveraging AI understand that they have a limited window of time to make an exit. And I think we're seeing that in terms of valuation. So think about the valuations of these 2 companies, again, these are both technology -- these are both technology suites. One was a technology company. The other one was a technology product created by a nonprofit in our space. But both of them recognize the fact that they didn't have the capacity to be able to build AI into their platforms and understood that their days were limited in terms of their ability to meet the end users' expectations. So from the perspective of valuations, I think that's the reality of what we're seeing. We continue to be open to opportunities where we can move forward with an asset purchase, opportunities that we can close without any dilution to the common shareholders, opportunities where we can continue to keep balance sheet flexibility and arrive at attractive valuations. And if all of those initial criteria are met, then we analyze whether or not there's a good fit from a product perspective and in terms of overall synergies. So -- if you think about where we started last year, we did not explicitly bake in any of the 4 acquisitions that we had into our overall expectations that we set and forecast. But nevertheless, that pressure that's building on the seller side resulted in these acquisitions this year. Michael Kim: Got it. That's super helpful. Appreciate that. And maybe just to follow up on your comments around specifically Medsphere and Map App. Just curious how the structures of those transactions may have differed from prior deals in the past and how you think about kind of structuring going forward? Stephen Snyder: Certainly. So at a high level, all 4 acquisitions that we closed this year really follow the same disciplined playbook for our accretive well-priced acquisitions. So they were asset purchases. Again, as I mentioned before, they were non-dilutive, maintained balance sheet flexibility, valuations of 1x or less. If we think about Medsphere in particular, which closed in late August, the price was $16.5 million, and we paid roughly half of that in cash at closing. And then we paid the balance of that through a credit facility. That credit facility was with the new bank, no warrants, very practical covenants and the like and a lower effective interest rate. So notwithstanding all of that, we have taken that initial amount, and we've reduced that by half. So from a practical perspective, we've paid from our internally generated cash. We've paid about 70%, 75% of that overall consideration from cash at closing -- I'm sorry, from cash generated internally. And we expect to be able to fully satisfy the remaining balance within the next number of months, whether it be next quarter, 2 quarters, we're not totally sure, but we're paying it off as quickly as we can. Map App has similar -- is similar from the perspective of the other 2 acquisitions that we closed. We paid all cash at closing. And again, an accretive acquisition, non-dilutive, very attractive valuation. Operator: [Operator Instructions] Our next question comes from the line of Allen Klee with Maxim Group. Allen Klee: I was just wondering, do you think for the acquisitions, if you're able to do the cross-selling, upselling synergies that they have the potential to get to the type of margins that your company has overall? Stephen Snyder: Certainly. So our basic playbook, Allen, with regard to the acquisitions is from the perspective of looking out 3 months -- I'm sorry, 3 quarters or so to be able to get them to an operating cash flow margin of about 30% or greater. That's what we strive for. And with regard to the 4 acquisitions this year, we believe we're making good progress at getting to those numbers. So yes, and from an upselling, cross-selling perspective, we can upsell, cross-sell, for instance, RCM solutions, AI solutions and the like. And we can do that at extremely attractive margins. So the answer to your question is yes. Operator: This now concludes our question-and-answer session. I would like to turn the floor back over to Norman Roth for closing comments. Norman Roth: Thank you, everyone, for joining our call. Enjoy your day. Operator: Ladies and gentlemen, thank you for your participation. This does conclude today's teleconference. You may disconnect your lines, and have a wonderful day.
Operator: Good afternoon, and welcome to HCI Group's Third Quarter 2025 Earnings Call. My name is Ali, and I will be your conference operator. [Operator Instructions] Before we begin today's call, I would like to remind everyone that this conference call is being recorded and will be available for replay through December 6, 2025, starting later today. The call is also being broadcast live via webcast and available via webcast replay until November 6, 2026 on the Investor Information section of HCI Group's website at www.hcigroup. I would now like to turn the call over to Nat Otis, HCI Group. Nat, please proceed. Nat Otis: Thank you, and good afternoon. Welcome to HCI Group's Third Quarter 2025 Earnings Call. To access today's webcast, please visit the Investor Information section of our corporate website at www.hcigroup.com. Before we begin, I'd like to take the opportunity to remind our listeners that today's presentation and responses to questions may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as anticipate, estimate, expect, intend, plan and project and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. Some of these risks and uncertainties are identified in the company's filings with the Securities and Exchange Commission. Should any risk or uncertainties develop into actual events, these developments could have material adverse effects on the company's business, financial conditions and results of operations. HCI Group disclaims all the obligations to update any forward-looking statements. Now with that, I'd like to turn the call over to Karin Coleman, Chief Operating Officer. Karin Coleman: Thank you, Matt. Good afternoon, everyone, and thank you for joining us today. We're pleased to report another quarter of strong financial results, reflecting our continued focus on disciplined execution, profitable growth and delivering value for our shareholders. Highlights for the third quarter include reported earnings of $4.90 per share, net combined ratio of 64%, total shareholders' equity of $821 million with book value per share increasing more than 50% year-to-date to $63 per share and a 22% loss ratio as the weather in Florida remained favorable as we move through the remainder of the 2025 hurricane season. In addition to these financial achievements, we had several other important developments in the quarter. A three-building campus in Tampa owned by Greenleaf Capital, our real estate division had its tenant move in and the entire campus is now fully leased. This allows flexibility to explore financing options for the property to optimize returns for shareholders. During the quarter, Greenleaf also added to its portfolio by acquiring a new complex in Pinellas County, Florida. We continue to identify opportunities that can deliver sustainable long-term value for the shareholders. Lastly, in September, Exzeo added a fifth carrier to its platform, its first non-HCI-controlled carrier. In addition to these notable accomplishments, we've continued to make strong progress on several other initiatives in the first few months of the fourth quarter. In October, we successfully assumed over 47,000 policies from Citizens, representing about $175 million of in-force premium. With the strong outcome in October, we do not plan to participate in the December assumption from Citizens. We recently entered into a new credit facility with Fifth Third Bank, which will significantly increase the amount of credit available to HCI. Mark will go into more details on that. And finally, earlier this week, Exzeo successfully completed its initial public offering. We are excited about Exzeo's future prospects, and we look forward to HCI remaining a significant shareholder of Exzeo for the foreseeable future. Mark and Paresh will provide additional details in their remarks. Looking ahead, we remain committed to delivering strong earnings compounding book value per share and generating attractive returns for our shareholders. Now I'll turn it over to Mark to provide more details on our financials. Mark Harmsworth: Thanks, Karin. Pretax income for the third quarter was just over $90 million. And as Karin mentioned, diluted earnings per share were $4.90. Year-to-date, pretax income is $285 million compared to $167 million for the first 9 months of last year, an increase of more than 70%. Let's talk about the loss ratio for a minute. When comparing to the third quarter of last year, you have to remember that Hurricane Helene happened last quarter, for that quarter. If we adjusted for that, the loss ratio in the third quarter last year would have been about 25%. In the third quarter this year, the loss ratio was down to 22%, reflecting lower quarter-over-quarter claim frequency. The combined ratio this quarter was 64%, reflecting the lower loss ratio and lower operating expenses as a percentage of premiums. The combined ratio this quarter is a little lower than the 70% we've discussed a few times as the loss ratio this quarter was a little lower than expected. Now let's look at the balance sheet for a minute, which continues to improve. Cash and investments are up by around $334 million so far this year. Long-term debt is now only $32 million, shareholder equity of well over $800 million has almost doubled since the start of the year. Debt to cap has dropped to 8% and book value per share is up more than 50% so far this year to more than $63. Our strong balance sheet should continue to provide comfort to our policyholders and our shareholders should take comfort in our efficient use of capital as our after-tax return on equity continues to be over 30%. Our strong balance sheet has also allowed us to negotiate better terms with our credit partner, Fifth Third Bank. As Karin mentioned, we recently renegotiated our credit facility, and in doing so, doubled the size of the facility from $75 million to $150 million and released all of the real estate collateral that had secured it. In summary, this was another strong quarter and a very strong year for the company. Our operating ratios are all improving. The balance sheet continues to get stronger. We're generating superior returns, and we're poised for additional profitable growth with the recent Citizens assumptions. And with that, I'll hand it over to Paresh. Paresh Patel: Thanks, Mark. Karin and Mark talked about the last quarter. But as we all know, the big event was the one that occurred earlier this year -- earlier this week. For the last 2 years, we have been choreographing a complicated sequence of steps to begin to unlock the true value of Exzeo, our organically grown internally developed insurance platform. And HCI investors have exhibited both patients and support while we went about this. And with Exzeo's IPO earlier this week, we have completed the last step in this sequence. And while we are already focused on what we're doing next, it's important to step back for a moment to reflect and more importantly, to quantify the meaningful financial benefit of the Exzeo IPO to HCI shareholders. Mark, can you please provide the details. Mark Harmsworth: Sure. So in that IPO that Paresh just mentioned, Exzeo issued 8 million new shares at a price of $21 per share and the net proceeds were about $155 million. In addition to those 8 million shares, there's a potential overallotment of another 1.2 million shares, which I'm not including in any of the numbers that I mentioned here. In the offering, HCI did not sell any of its shares in Exzeo. We owned 75 million shares before the IPO, and we own 75 million after it. Because of our ownership position, we will continue to consolidate Exzeo into the financial statements of HCI as we've always done, that there will be a couple of impacts. First, when calculating earnings per share, net income attributable to noncontrolling interest will increase slightly, and therefore, diluted earnings per share will decline slightly. If the IPO had happened at the start of Q3 as an example, the impact to diluted earnings per share would have been less than $0.15. Second, when we booked the IPO in Q4, there will be a significant increase in the consolidated book value and book value per share of HCI, resulting from the net proceeds of the IPO. Book value will go up by about $125 million and book value per share will go up by about $10. By the end of this year, we expect HCI's book value to be over $1 billion and book value per share to be close to $80. This is a tremendous achievement driven by careful capital management and profitable growth. However, that book value will not include any of the unrealized gains on our ownership of Exzeo shares. We own 75 million shares of Exzeo and you can see at any time what they're trading for. But we will have them on the books for less than $3 a share because they're recorded effectively at cost. If you get out a calculator and do the math, you'll see that difference is more than the entire book value of HCI. This is an exciting transaction for the shareholders of both companies, and we look forward to the continued innovation growth and success of EXO. And with that, I'll hand it back to Karin. Karin Coleman: Thanks, Mark. To wrap things up, we're very pleased with how our businesses continue to perform. HCI's insurance and reinsurance operations continue to grow and deliver solid results. Our real estate assets have significant embedded value while also delivering meaningful returns and our investment portfolio continues to be an important source of strong and stable income. Lastly, we were excited to see Exzeo's successful IPO earlier this week as the transaction partially unlocked the intrinsic value of that company. As Mark pointed out, though, we did not sell a single share in the IPO because we believe that this is just the beginning of a successful journey for that company. In short, we're very pleased with both HCI's results as well as Exzeo's successful IPO. With that, I'll turn the call over for questions. Operator? Operator: [Operator Instructions]. Our first question is coming from Michael Phillips with Oppenheimer. Unknown Analyst: This is Amir in for Mike. I just had a question around Citizens. Can you guys please give us an update on the 75,000 policies you guys applied to take out for Citizens for each 3 of the subsidiaries. Or in other words, like how many of the 25,000 are you guys expecting to write? And just subsequently for homeowners choice, what is an expected average policy size of those takeouts? Karin Coleman: I think we had a total of 47,000 policies that are in that October takeout. Paresh Patel: We applied for 75,000. We got... Karin Coleman: Right. We applied for 75,000, but we ended up with the 47,000 mentioned in the script. Paresh Patel: And I think Homeowners Choice got about 19,200 -- sorry, Homeowners Choice got about 19,500, Tailrow got about just over 19,000 and TypTap got a little bit over 8,000. Unknown Analyst: That's great. And just one last question on my side. Would you guys be able to share any expected use of cash on balance sheet over the coming years for Homeowners Choice or any more possible aggressive state of -- state expansion or potential M&A? Mark Harmsworth: It's Mark. I mean I don't think we can get too specific. But I mean I talked in my in my prepared remarks about the strong capital position. There's also a really strong surplus position in the underwriters. And without getting too specific, we grew by 15% or so this year. We've got lots of opportunities for both ahead of us for the year coming up, and we will grow, and we've got the capital to do that. So 2026 is going to be a good year. Operator: [Operator Instructions] Our next question is coming from Mark Hughes of Truist. Mark Hughes: Mark, how much cash at the holding company? Mark Harmsworth: So total holding company liquidity at the end of September, I think, was about, about $285 million total. Mark Hughes: Okay. And then the -- why not do the December takeout? You had a good success for October. Is that -- why not go for more next month? Paresh Patel: Mark, great question. The reality of it is, I think Citizen is now shrinking. For the record, I think Citizen is no longer the largest insurance carrier in the state anymore. It's dropped down the rankings quite a bit. And by the time you get around to December, I'm not saying there won't be enough policies there, but I think we have a lot more -- we're already thinking about other things beyond Citizens. And it just seemed like a little bit of a distraction to still be saying you are -- keep going back to a well that is dried up that much. If you wanted Citizens policies really, you would have done it 2 years ago, which we did. Mark Hughes: Yes. The expense ratio was quite good in the quarter, both G&A and other operating expenses were down. Anything unusual this quarter? Or is that just leverage? Mark Harmsworth: Yes. So thanks for the question, Mark, it's Mark. I mean, no, there's nothing unusual in Q3. It's just a continuation of what we've been talking about before about operational leverage and the importance of technology we've been able to grow without really adding any people and that results in flattish operating expenses while revenue keeps going up. So revenue was up 13%. Operating expenses don't go up that much. And it's just that operational leverage we've been talking about for a while, there's nothing unusual at all in Q3. Mark Hughes: Yes. When we think about modeling the Exzeo impact and the minority interest. Essentially, we're accounting for 8 million shares out of Exzeo's earnings those will be pulled out as minority interest. And so on a go-forward basis, we've got to think about the ratio of Exzeo versus HCI earnings when we think about what we should use as the basis to calculate the minority earnings. Any rules of thumb or anything you might suggest as we contemplate that? Mark Harmsworth: Yes. I mean it's pretty straight. It's Mark again. It's pretty straightforward. If you just pull out, for example, and I gave an idea on the call about the $0.15 a little bit less than that. That's what the impact would have been if the IPO would have happened on July 1. So if it would have had full effect in Q3. It's not a very big effect. So if you think about -- even in the press release, we've got an earnings per share calculation there, and there's that little part there where we back out the minority interest of a number of companies, including Exzeo, that number would be -- it wouldn't be twice as big as it is. It would be a little bit less than that. And then you just do the calculation as you would normally do it. So that negative $2 million that you see there in the press release. Just if you want a rule of thumb, say double that. And that's how you do EPS. It's pretty straightforward. Mark Hughes: Yes. Do you have -- I assume it's broken out in the queue, the net income for Exzeo versus the Homeowners Choice? Mark Harmsworth: It will be in the segmented report in the queue that's published tomorrow. Mark Hughes: Okay. Very good. And then anything to say on the Exzeo pipeline, just kind of an update on the business there. I understand if there's nothing you can or in position to say at this time, but anything about the pipeline of business, growth prospects for Exzeo that you're able to share? Paresh Patel: Yes. Mark, it's Paresh. I think going forward, we're going to be trying to keep this call about HCI and just basically our HCI feels about Exzeo's [indiscernible] its ownership of Exzeo as opposed to the pipelines and discussing Exzeo things, because now that Exzeo's public, Exzeo will shortly hold its own quarterly earnings calls, et cetera, and that's where all those things will come in. But having said all of those things, very simple thing. There continues to be outsized interest in people joining the Exzeo platform. And I believe they've announced that they've already got a second customer already, but it was subsequent to the end of Q3. And the pipeline will go -- we have to start somewhere and the pipeline grows from there, and it seems to be doing it very healthily. Mark Hughes: Very good. I appreciate that and understand your preference going forward. Mark, the -- I'll try to take one more in. Mark, the loss ratio, 25% in this quarter last year, ex-Helene to 22%. How much of that might have been weather mix? Could you maybe give a little bit more on the improvement there? Mark Harmsworth: No. I mean, the weather was pretty consistent, Weather was fairly good third quarter last year, third quarter this year. It was really just frequency, claims frequency was down from -- it was, I think, 3.7% annualized, 3.7% in the third quarter last year, 3.4% in the third quarter of this year. And that's what drove the loss ratio lower. Really nothing else going on just lower claim frequency. And weather was not -- I mean, there's always weather, but weather was not a factor one way or the other from one quarter to the next. Operator: [Operator Instructions] Our next question is coming from [indiscernible] with Citizens. Unknown Analyst: I'm calling in for Matt Carletti, and a lot of the questions have already been answered. But just one question to clarify the October take-out, you mentioned it's $175 million in force premium. Is that roughly the same as the annualized premium regarding those takeouts? And then how much of that is unearned premium that has been recognized in Q4? Mark Harmsworth: So it's Mark. So yes, so the number that Karin gave, that's basically the annualized premium or the premium in force or whatever you want to call that. And in terms of how much of that is unearned. So that will be the amount of cash that we get and the amount that will be written in Q4, it's about -- yes, it's about 60% of that number. Now -- and then, of course, in terms of how that will get earned, that will just get earned evenly over the next -- the $175 million is what -- when you're modeling earned premium, it's the $175 million that matters, not how much of it is earned and unearned in Q4. It's the $175 million that you need to model. Unknown Analyst: Okay. And you said 60%? Mark Harmsworth: Yes. It's about that. That's pretty normal. Yes. The 60% of the $175 million, that's your unearned. Operator: At this time, this does conclude our question-and-answer session. I would now like to turn the call back over to Karin Coleman for a few closing remarks. Karin Coleman: On behalf of the entire management team, I'd like to thank our shareholders, employees, agents and most importantly, our policyholders for their continued support as we embark on the next phase of our growth. Thank you. Operator: Thank you. At this time, this will conclude today's call. You may disconnect your lines at this time, and we thank you for your participation.
Operator: Good morning, ladies and gentlemen, and welcome to Advanced Drainage Systems Second Quarter of Fiscal Year 2026 Results Conference Call. My name is Kayla, and I will be your operator for today's call. [Operator Instructions] I would now like to turn the presentation over to your host for today's call, Mr. Mike Higgins, Vice President of Corporate Strategy and Investor Relations. Sir, you may begin. Michael Higgins: Good morning, everyone. Thanks for joining us today. Here with me, I have Scott Barbour, our President and CEO; and Scott Cottrill, our CFO. I would also like to remind you that we will discuss forward-looking statements. Actual results may differ materially from those forward-looking statements because of various factors, including those discussed in our press release and the risk factors identified in our Form 10-K filed with the SEC. While we may update forward-looking statements in the future, we disclaim any obligation to do so. You should not place undue reliance on these forward-looking statements, all of which speak only as of today. Lastly, the press release we issued earlier this morning is posted on the Investor Relations section of our website. A copy of the release has also been included in an 8-K submitted to the SEC. We will make a replay of this conference call available via webcast on the company website. I'll now turn the call over to Scott Barbour. D. Barbour: Thank you, Mike, and good morning, everyone. Thank you all for joining us on today's call. ADS executed well this quarter in spite of a challenging market environment, driving growth at strong margins. In the second quarter, we delivered 9% revenue growth and 17% growth in adjusted EBITDA. This performance reflects ADS' strategy to prioritize higher growth, higher-margin products, execute the material conversion strategy and implement self-help initiatives to improve safety and productivity, all of which we executed exceptionally well this quarter. As we continue to deliver above-market growth and industry-leading margins, we remain committed to investing in both organic and inorganic growth to further strengthen our position as a leader in water management. Let me touch on a few highlights from this quarter. Allied Product sales increased 13% with double-digit growth in several key products, including the StormTech retention detention chambers, the Nyloplast catch basins and the water quality products, all of which benefited from new products introduced over the last year. Infiltrator revenue increased 25%, including Orenco or 7% on an organic basis, driven by double-digit growth in both tanks and advanced treatment products launched in the last several years. Pipe revenue increased 1% with double-digit growth in the HP pipe products and construction applications being offset by weakness in the agriculture market. Importantly, pricing remains stable. From an end market perspective, 15% nonresidential sales growth was broad-based geographically across the U.S. Organic growth of 12% was driven by double-digit growth of Allied Products as well as the strong growth in HP pipe products. Inorganic results contributed 3% to the growth in the nonresidential market. The residential end market was more mixed as interest rates continue to weigh on single-family housing starts, existing home sales and land development activity. For the second quarter in a row, we experienced strong Allied Product growth in the multifamily development activity. From a geographic lens, land development activity was better in the Atlantic Coast and South Central U.S., but the DIY channel we service through big box retailers remains challenged. Infiltrator's core residential business significantly outperformed the market and the continued outperformance by both companies gives us confidence that we have the right strategies, product portfolio and go-to-market model to increase participation in the residential segment. Overall, we executed well in a challenging market environment and remain focused on driving profitable growth by executing these strategies, introducing new products and customer programs, pursuing acquisitions and investing capital for long-term growth. We continue to build on the strong foundation of the ADS story. We operate in highly attractive water segments supported by secular tailwinds from changing climate patterns as well as the increasing awareness of the societal value of proper storm water and on-site wastewater management, ultimately driving long-term demand for the company's products. ADS is the only company with solutions that extend throughout the entire storm water or on-site wastewater system on a national scale. Through our best-in-class portfolio of water management products, we deliver solutions that are safer, faster to install and lower cost through savings on labor and equipment. We were excited to announce an agreement to acquire NDS in September, a U.S. supplier of residential storm water and irrigation products that complement the existing ADS product portfolio. This acquisition presents another opportunity for us to grow our Allied Product portfolio with NDS' differentiated offerings alongside our core pipe products, ultimately providing a broader solution set to capture, convey, store and treat storm water. We will continue to execute ADS' strategy to diversify and increase the mix of profitable Allied and Infiltrator products that enhance resiliency, support profitable growth and enable ADS to pursue additional opportunities in water management products across a broader set of applications. The regulatory process remains ongoing, and we look forward to providing an update once available. The market outlook presented at the bottom left of Chart 4 remains unchanged. Overall, the residential and nonresidential end markets remain choppy. The recent outperformance is driven by strong execution by our employees, and I'm very proud of the team for their performance delivered in the challenging quarter. Their disciplined execution and commitment to continuous improvement resulted in our safest first half of the year on record, achieving a total recordable incident rate 1/2 of the industry average. This performance reflects our ongoing focus on safety and operational excellence, which are foundational elements of our sustainable growth strategy. When you stack our strengths, the scale, product portfolio, go-to-market strategy and the ability to invest in our business, people and industry growth, you see ADS as a powerful value proposition. In summary, we continue to execute effectively in a challenging environment. Our self-help operational initiatives continue to bear fruit as demonstrated by the 33.8% adjusted EBITDA margin reported today. We will continue to increase the capacity of existing production facilities and add new capacity in strategic areas to meet customer demand. We are also highly focused on service and delivery experience for our customers, leveraging the new digital tools across the platform. While we navigate the near-term environment, we do so with an eye towards the future. We remain firmly committed to our long-term vision, and we'll continue investing in the capabilities that will position us for future success. Overall, the long-term outlook for our business remains strong, supported by compelling secular tailwinds driving demand for water management solutions across North America. Now I'll turn the call over to Scott Cottrill. Scott Cottrill: Thanks, Scott. On Slide 5, we present our second quarter fiscal 2026 financial performance. Revenue increased 9% to $850 million, primarily due to the factors Scott mentioned. Importantly, we believe our results outpaced the end markets overall, demonstrating the resilience of the ADS business model. From a profitability perspective, we were very pleased with the 17% increase in adjusted EBITDA year-over-year and the resulting 33.8% adjusted EBITDA margin. A couple of things I feel are worth reiterating related to our strong performance during the quarter. First, we experienced strong growth in both our nonres and residential end markets. It is worth noting that the nonresidential end market also accounts for 2/3 of our Allied Product sales. In addition, we continued to see favorable price/cost performance in the quarter. Regarding manufacturing and transportation costs, we incurred incremental transportation costs related to the strong demand during the quarter as well as to reposition product around the network as a result of previously announced realignment actions. Regarding SG&A costs, the year-over-year increase was primarily driven by the acquisition of Orenco as well as higher sales-related costs. Again, it is important to highlight the company's performance and the resulting 33.8% margin in the quarter, demonstrating the resilience of the ADS business model. On Slide 6, we present our free cash flow. We generated $399 million of free cash flow year-to-date compared to $238 million in the prior year, primarily driven by increased profitability as well as better working capital performance and lower cash taxes. Of note, we expect the OBBBA to result in an incremental $30 million to $40 million of free cash flow this fiscal year than we had originally anticipated. Thoughtful capital allocation continues to be a key focus for the management team and our Board, given the strong cash generation of the company. We expect $111 million to spend $111 million on capital expenditures year-to-date and expect to spend approximately $200 million to $225 million for the full year. These investments will focus on innovation and new product development at our world-class engineering and technology center, increasing our recycling capacity, particularly in the Southeast, continued investments in customer service, productivity and automation as well as executing growth initiatives in certain key geographies. We ended the quarter with less than 1 turn of net leverage. or 0.7 turns to be exact, and over $1.4 billion in available liquidity, including $813 million of cash on hand. Our target leverage looking forward is approximately 2 turns. We plan to use a significant portion of the cash on hand for the proposed acquisition of NDS. As a reminder, ADS signed an agreement to purchase NDS in an all-cash transaction valued at $1 billion or $875 million net of tax benefits. This represents a valuation multiple of 10x NDS' adjusted EBITDA for the trailing 12 months ended June 30, 2025, inclusive of expected run rate cost synergies. This is a compelling acquisition given the highly complementary strategic fit, alignment with the ADS water management strategy, growth profile and additional exposure to the residential segment and resilient applications such as residential repair, remodel and the landscape irrigation markets. The company expects the acquisition to be accretive to adjusted earnings per share in the first year. And given ADS' proven integration capabilities, we expect to generate $25 million in expected annual cost synergies by year 3. We expect to achieve additional upside from revenue synergies through cross-selling products and expanding market opportunities in new segments and applications. We look forward to identifying areas where we can enhance our collective capabilities and create new opportunities for customers. Moving on to Slide 7, we present our updated guidance ranges for fiscal 2026. Based on our performance in the first half of the year as well as current trends and backlog, we increased the revenue guidance by 2% at the midpoint to $2.945 billion. In addition, we increased the adjusted EBITDA guidance by 5% at the midpoint to $920 million. The updated guidance derives an adjusted EBITDA margin of approximately 31.2% or 60 basis points higher than fiscal 2025. Despite our second quarter performance, we see demand and market strength to be the largest risk in the second half of the year, especially given the impact of seasonality. We remain cautious about market demand in the current environment and have reflected such in our guidance. We remain focused on executing our long-term strategic plan to drive consistent long-term growth, margin expansion and free cash flow generation. With that, I will open the call for questions. Operator, please open the line. Operator: [Operator Instructions] Our first question comes from the line of Mike Halloran with Baird. Michael Halloran: A couple of questions here. First question, maybe just how you see the end markets playing out in the back half of the year and what's embedded in your guidance. I certainly understand the unchanged end markets on a holistic basis. Does that assume normal sequentials from here? I know the original guidance assumes some deterioration in dynamics. Is that still part of the story? And then maybe just a comment on what inventory looks like in the channel. Scott Cottrill: Yes. So at the midpoint, Mike, when we look at 2H, we've basically implied a little bit of degradation on a year-over-year basis. Again, when you look at our first half performance organically, it was good, up low single digits. And again, really good conversion from the company on all levels, new products, as Scott mentioned, as well as geographies. So again, as I ended my comments in the prepared script, it's demand that we see as kind of the riskiest part of the rest of the fiscal year, and we've reflected such in our guide. So a little conservative on that end based on where Q2 was. But again, we feel that that's prudent right now. Michael Halloran: The inventory piece? D. Barbour: Inventory piece? So we don't -- this is Scott Barbour, Mike. And I don't think we see anything unusual from an inventory standpoint, either in our customers' inventory nor in our inventory. So it's kind of sized correctly for what we call this tepid and uncertain demand picture. There's some friction out there, I call it this government shutdown is not helping. I think that creates a little uncertainty and friction out there. People are still kind of waiting to see ultimately what happens with interest rates. But I feel like we're competing pretty well out there and doing -- winning more than our fair share in that kind of market. And I think that's due to our go-to-market model, our scale, our national footprint, we can participate everywhere and this really broad portfolio of products at Infiltrator, who is definitely in the right geographies with the right product lines and the ADS side. So we're just -- we're trying to be right, as Scott said, a little cautious and conservative around the demand side which, as you all know, our second half of the year is the most uncertain demand environment we have because of weather and some of the focus on the northern climes. Scott Cottrill: The other thing I'd highlight, Mike, is we've also highlighted our realignment activities as we look at the network and we optimize such. So again, really robust S&OP process, realignment activities to make sure that we're focusing on the right growth areas. So I would say the management team is focused in the right areas. Michael Halloran: No, that makes sense. And you can certainly see the strong outperformance in the numbers. Maybe a similar question on the margin line. Just help me with the puts and takes in the back half of the year. I'm assuming there's an element of conservatism and how the margins move to the back half. But maybe walk through mix, how you're thinking about price/cost and just bridge a little bit to the back half of the year from the front half. Scott Cottrill: Yes. I would say price/cost, we'll start with that. That seems to be the topic everybody is the most interested in. But again, no degradation assumed in price/cost. So I think it's important to get that out of the way. The way we've kind of set our 2H guide or implied guide is very much driven by demand and the top line. And then we've kind of used our 30% to 40% incremental decremental margin approach, if you will, to look at what that might mean from an EBITDA perspective. Again, volume generated as we look through price cost, manufacturing, transportation, SG&A, nothing unusual in there or something unexpected that we need to highlight or should highlight, just demand driven. Operator: And your next question comes from the line of Matthew Bouley with Barclays. Matthew Bouley: Really a similar line of question here around that second half guide to start off. Just to maybe clarify one piece of it. Basically, are you actually seeing any signs of slowing as we kind of move into, let's say, October, November? Or is this really just taking that kind of conservative outlook and uncertainty, government shutdown, et cetera, and so forth, like you said, and building that into guide. Just curious if you've actually seen anything that would suggest that kind of bigger slowdown in that second half. D. Barbour: So this is Scott B, Matt. And I would say that we are more conservative as we look into the second half. We feel like we performed very well in the second. If it's there, we're going to get it. But we are worried about what I call this friction in the market. We're not -- it's not overwhelming and evident everywhere. But we do kind of sense that the slowdown, particularly around the infrastructure stuff, the government shutdown, particularly around the infrastructure stuff is not leading to less quote or orders, but it is putting some friction into release for shipment, if you will. And now that's not the hugest part of our business, but we're watching that super closely. And the government has been shutdown for, what, 40-plus days or something like that. And they do drive a piece of the economy. So we are a bit cautious around demand. The part I would add also on this is what we can control around our cost and what we choose to go and do around spending or initiatives, we feel very confident that we got this dialed in. And we'll work hard in the second half to do that. Our concern is that demand is going to be tepid and choppy. And again, this is our most volatile demand period, is this period really November through March. Matthew Bouley: Okay. Perfect. That's perfect, and I appreciate the thoughts there. So then secondly, on residential, so the 9% growth, I guess, presumably, that's mostly organic, but curious if that's true. So I guess across ADS and Infiltrator. You touched on at the top that multifamily was up in Allied and lot development is kind of choppy around the country. I'm really just looking if you can expand a bit. I mean, it stands out in a tough residential backdrop to have that type of growth. So maybe you can kind of go through the individual pieces of your residential business and expand a little bit on kind of what's driving that growth. D. Barbour: Yes. So I'm going to add something then Mike can add something. So Craig Taylor from Infiltrator is here with us today, our Infiltrator President. But new products, the tank products that we tooled and launched in the last 2, 2.5 years, Craig, the advanced treatment products, the work that he and his team are doing with Orenco on profitability, all that stuff kind of read through nicely. The multifamily, where we have very good participation and particularly our Allied Products has done well. Mike, did you want to add something on residential? Michael Higgins: Yes. I was just going to say, Matt, your question around -- there was some contribution from Orenco in the quarter. But also if you take that out, we saw positive growth organically at ADS and Infiltrator in that residential end market for the reasons, Scott just said, right, the new products, the programs that we're working with builders, to drive the conversion in the land development for single-family subdivisions. And then we've seen, as we mentioned in the first quarter, we've seen improvement in multifamily activity in a variety of geographies. And that's coming through. We can see that in the Allied Product sales that go into residential. Operator: And your next question comes from the line of Jeff Hammond with KeyBanc Capital Markets. Jeffrey Hammond: So just to stay on the outgrowth because I think you're worried about demand, but your outgrowth has been quite exceptional. Just kind of the sustainability of the outgrowth into the second half? And then my other second half question is just how we should think about first half, second half margin step down on the seasonality factor, given that it seems like price/cost is moving much better in the right direction versus a year ago. Scott Cottrill: Jeff, Scott C here. So again, as we said before, I'll just reiterate it, it's very much a demand-driven outlook. Based on the choppiness, again, very encouraged by what we saw in Q2. If you look at the first half, however, that 5% of growth, 2% organic, 3% from Orenco. We're not seeing green shoots yet. So there's a lot of reason to be cautious and build such into our outlook. So it's demand driven. When you look at the margin expectation off of that, as I said previously, it's more just looking at our 30% to 40% decremental margin historical kind of performance and putting it there. Price/cost stable, as I mentioned earlier, there's nothing falling off a cliff there for folks to be worried about. And if I look at manufacturing transportation, SG&A, is there any kind of large onetime thing in there or some trend that we need to be concerned about? No. So that's the way I would present it, demand-driven with a 30% to 40% decremental margin approach. Jeffrey Hammond: Okay. And then into the second half, can you just talk about how, I guess, last year, pretty active storm dynamic and lack of this year, if that -- if there's any good or bad comp dynamics around that? Michael Higgins: Yes. I mean I think -- I mean, are you referring to kind of the back half, the last 6 months of the year that we're getting into? Jeffrey Hammond: Yes. Michael Higgins: Yes. Yes. I mean, obviously, the biggest thing is winter and everybody is asking kind of questions around the guide, right? And so there's -- obviously, we have caution when we get into the back half of the year, we get through October, you get into November through March, right? 50% of the country has winter and construction activity shuts down. And last year, you saw, it was a very traditional winter in the northern half of the U.S., and that impacted our business. It doesn't necessarily go away, but guys just can't work as long into the season. And I think we're trying to, again, be appropriately cautious around that dynamic potentially repeating itself. So yes, if the weather is better in the back half and it's warmer in the northern climates longer, there's a chance construction activity continues and the fourth quarter is maybe a little better than expected. But we're sitting here on November 6, right? And so we're still like, call it, 60 days away from kind of what we'll know going into the fourth quarter. Jeffrey Hammond: Yes, I was actually referring to kind of all the hurricane activity that might have been maybe disruptive and then helpful down the road in this year kind of being a lighter year. Michael Higgins: I mean I think when we have our second quarter, again, not having those probably played a little bit of benefit there. But again, it was pretty good weather in the second quarter, so guys could continue to work... Operator: And your next question comes from the line of John Lovallo with UBS. John Lovallo: The first one, maybe just following up on Matt's question on the resi side. I mean, builders have clearly pulled back on starts to rightsize inventory in certain markets, but community count continues to grow pretty nicely. And personally, we're fairly optimistic heading into next year. But the question is, how are you thinking about the resi builder business heading into the spring? And what are you hearing from the folks on the ground? Michael Higgins: I mean I don't think we're hearing a whole lot different than kind of what you described, right, a little bit of caution kind of favoring price over pace. But with that said, there's still a large opportunity for share gain for us in those markets. We have a much smaller market share there than what we would have in nonresidential, for example. And when you look at the performance this year, again, the programs we have with the builders promoting our conversion strategy and the ADS value proposition. When you look geographically, places like Texas, North Carolina seeing strong growth. Florida was very soft in the first quarter, but sales were essentially flat in the second quarter. So that's promising there. In terms of volumes, which -- the volume that we're selling in there. So I think our goal always is outperform the market, and we feel like we have lots of opportunity there still with the conversion strategy, the Allied Products. And then when you think about the Infiltrator and Orenco opportunities that we're promoting in that segment as well. We think we have a lot of tools to go and beat back any underperformance or weaker market performance in the macro. John Lovallo: Got it. And then maybe on Texas specifically, I think the state just passed a $20 billion fund, about $1 billion a year to replace aging pipe, and I think it starts in maybe 2027. I mean I think you guys have historically talked about Texas as like a $390 million, $400 million pipe market. Just curious how you're thinking about this new bill? How significant of an opportunity could it be for you guys? And could it actually accelerate the adoption of plastic in the state? D. Barbour: So John, this is Scott Barbour. We supported that bill. We lobbied for that bill. We're -- as you know, we're quite active in Texas. We think this is a really strong step for that state to increase their kind of economic footprint and activity. It will bring great benefit to their population, their citizens. And we believe this will be a very good opportunity for us across the board, whether it's nonresidential, residential, the rainwater harvesting piece, water conservation and rainwater harvesting was a nice kind of piece of that legislation. And we think this just adds -- I don't know how to dimension it right now. But what I do know is that more money will be spent on water infrastructure and water management in Texas with the result of this bill than before it was passed. So that is a good thing for ADS and Infiltrator for sure. Operator: And your next question comes from the line of Garik Shmois with Loop Capital. Garik Shmois: I wanted to ask on price cost in the back half. So I was wondering if you could speak to what you're seeing on the material cost side of the ledger. And then just on pricing, it's been stable sequentially for a number of quarters here. But just given maybe the more conservative demand outlook, should we expect any change to pricing? Scott Cottrill: Yes, Garik, Scott C here. Like I mentioned earlier, when you look at the implied 2H, it's a demand-driven forecast and outlook. So that's what I would say there. As I mentioned before, price cost, again, largely stable again. So -- and that's both on the material side and the pricing side. So I would say to factor such into your 2H as well. And again, manufacturing transportation, if I look through the other parts of gross profit, and I look at the other drivers that can move that margin around. There's nothing in there or SG&A that is worth highlighting that would be a significant downdraft or trend that folks should be concerned about. Garik Shmois: Okay. And then just on the SG&A piece, it picked up a little bit in the second quarter. It sounds like that level of inflation shouldn't continue or just any way to contextualize SG&A in the second half? D. Barbour: I think on the SG&A, there was the piece that we picked up from Orenco that is a year-over-year change. It's a bit higher SG&A company than the base company. We also executed a lot of costs around the transaction that -- it's not for free to get people in to help you work through a large -- the announcement of a large transaction like NDS. There's some accruals in there on that kind of stuff. So again, those things we can control around SG&A spending, price cost, our conversion, our transportation and logistics, I mean, we feel very solid where we are -- what we've done and where we are headed into the back half of this year. And I say to the team all the time. A lot of these things you see reading through are really things we started a year ago and began working on around our network, cost, equipment, focused on certain new products and things like that. And I think what you see is even though last year was not a great year, we continue to invest in those things, and they've read through in a pretty good fashion. And that's what management is supposed to do, is invest and work for the long-term performance of the company. And I feel like that's what we're doing pretty darn well right now. Operator: And your next question comes from the line of Collin Verron with DB. Collin Verron: I just wanted to follow up on price cost. I think last quarter, you indicated that price cost is expected to be neutral for the year. Can you just talk about what's coming in better than expected in the second quarter that got you that $30 million EBITDA tailwind. Scott Cottrill: Yes. Again, you're referring to the waterfall, the EBITDA bridge on a year-over-year basis. So again, pricing stable. We've been talking about sequentially as well as year-over-year. Resin cost, for sure, this year has been one of those items that's been good and something that we see sequentially flattening out on a procured basis. Again, we have really good line of sight to what's on our balance sheet and what's going to be coming off over the next 2 to 3 months. So something that we constantly put in front of us. But price cost is, again, one of those items that favorable to expectations coming into the year. And I'd say the team is managing it really well on both sides. D. Barbour: As well as mix. I think the things that have exceeded expectations are around the material cost our ability to convert the product across the board, not just pipe, but in Infiltrator and our Allied Products and then the things that we targeted for transportation and logistics, all that have exceeded our expectation as well as the mix and the growth -- organic growth of Infiltrator and the Allied Products over the last 4, 5 months. And again, things we started a year ago kind of bearing down hard on. Collin Verron: That's really helpful color. And I guess you mentioned on the transportation cost side of things that there were some of this inventory shift due to the realignment. I guess, is this expected to be ongoing? It sounds like it is just because your second half guide is mostly volume driven, but I just wanted to confirm that. D. Barbour: Let me take this one. Let me take this one. So as demand might get stronger in one geography versus another or we announced the closure of a plant in the Northwest earlier in the calendar year, we had to move inventory to service our customers around that network. And we're going to do what it takes to do that. And our logistics people are executing extremely well. We have a lot of great programs around safety and the new equipment we've added in there that are we've done, and we will continue to do that. And that's really what's strong that. I'm smiling at Cottrill because he's always busting on us on that. But that's what we're going to do. And I would add, because of our scale in these logistics capabilities, we can do that. We can move this stuff around because of the size, scale and management of that fleet. So that's what you saw through there is just kind of peak a little bit. But fundamentally, the cost per unit are performing as we want. We just had to move some stuff around a little bit more than we anticipated. Operator: And your next question comes from the line of Jeff Reive with RBC Capital Markets. Jeffrey Reive: Appreciate all the color thus far. At WesTech this year, you had an impressive presence showcasing both Infiltrator and Orenco. It's pretty clear how complementary those businesses are. Now that you've owned it for about a year, could you talk about how the integration is progressing, synergy capture and where you see opportunities to drive growth or efficiencies? D. Barbour: I'm going to let Craig Taylor take that. Craig Taylor: Yes. So the acquisition is going extremely well right now. We're starting to bring the products together that you saw at WesTech and expanding that to the Orenco dealers, too. They've seen more of our Infiltrator product, and it's helped them understand what we can contribute to the market for them. And on the synergies, it's on track. It's exceeding our expectations, too, on what we've been doing. The commercial portion takes a little bit longer as that's winding up right now on the synergies, but it's hitting on all other elements that we put together in the Board model and our expectations going forward. D. Barbour: Yes, it's gone very well. Michael Higgins: Yes, I would add that what we've seen so far is earnings growing faster than sales, which is good and the margins have improved as well. So I think we're tracking very well, like Craig said, on the operating efficiencies and the synergies and improving the margin performance of that business. Customers are really happy. D. Barbour: Yes, A lot of activity around that. That's a good question. We appreciate it. I also mentioned the safety performance has been very good out there in Oregon, and we've leaned in very hard and the team there has grabbed it. And that's been super good that we're glad to see. We reviewed a lot of this with our Board yesterday, the synergy plan, which is really doing nicely in that safety performance. So we're really happy. 1 year in, we couldn't be more pleased about where Craig and the team are with that acquisition. Craig Taylor: That's really helpful. And just a follow-up on pricing. I believe your prior guide called for price down low single digits, volumes up low single digits. So just kind of given the up guidance range, have your assumptions for the remainder of the year shifted at all, either price or volume? D. Barbour: Not on pipe. No. I guess that's what you're referring to for pipe. Craig Taylor: Yes. D. Barbour: Actually, kind of honestly, the pipe is like right on what we thought it was going to be. It kind of moves around a little bit by product line. We're really pleased with the superior growth of the HP product line. But overall, from a volume, pricing, mix, cost, the material cost is a bit better than we anticipated as is the conversion cost. But from just a demand and price in the market, it's really almost exactly on the plan that we thought. So I think our team in the field is doing a very nice job with those product lines as well as seizing all opportunities on the Allied Products. Craig's team is doing a great job in the field. We're clearly in the right geographies with the right distribution, the right product lines across the board. And again, this is -- we leaned in over the years of beefing up in certain geographies. We leaned in with capacity. We leaned in with trucking capacity. We leaned in with new products, think of these advanced treatment products Craig has that are doing very well. But across both Infiltrator and ADS, that's kind of working for us right now. So we'll continue to execute on that and invest in people and the necessary processes, systems and equipment we need to get the job done. Operator: And your next question comes from the line of Trey Grooms with Stephens. Trey Grooms: Maybe a little higher level or maybe longer-term focused questions here. Specifically with NDS, we haven't spent a whole lot of time here on that. I know you gave us some color back a few weeks ago with your conference call. And you mentioned the potential for additional upside from cross-sell and maybe some other opportunities. Do you think you could go maybe into a little more detail around where you see potential revenue synergies, where they could exist, specifically with NDS -- and any way for us to think about what those potential revenue synergies could mean for enhanced top line growth opportunities? D. Barbour: All right, Trey, I'll try to tackle this without stepping over any lines. This is Scott Barbour. Highly, highly complementary product line to our very bespoke catch basins that we call Nyloplast. NDS has, by far, the market-leading standard products, smaller in diameter than we do. And when we get plans that show kind of the whole waterworks installation on a nonresidential site, for instance, we see a lot of those products on there. And we think we'll be able to package very effectively those kind of products. We run across a lot of opportunities for channel drains that they have a great product line in channel drains that we don't have today. And we think both our sales force will be able to kind of sell those products. We think in certain parts of the distribution, they're going to be able to sell more of our products, the pipe products. We think that their focus, particularly in turf and irrigation, which is kind of world-class, is going to be a strengthening of what we do, complementing and strengthening what we do at ADS. And on the waterworks side, we think we will complement and strengthen NDS. So those are the kinds of things that we're very excited about. And these products really exist in an installation side by side. So we're just going to get increased visibility on projects and jobs and opportunities that are going on in the market between our 2 sales groups and our relationships just deepen with the addition of NDS. We're super excited about working with that team out there. And that's probably about all I can say. Trey Grooms: Okay. Well, that's pretty exciting. And I guess just another kind of higher level, thinking a little longer term. You guys are putting up some really nice margins. The price/cost equation has kind of been beating to death here, but you're executing well. You've made some headway organically, clearly. And notwithstanding or just kind of setting the NDS equation or acquisition aside here, is there any way or maybe any update on how we could be thinking about longer-term margin profile of the business given kind of some of these improvements you've made here even organically? D. Barbour: Go ahead, Scott C. This is a Scott C question. Scott Cottrill: I'll give you a couple of different ways to think about it. A, we love the DNA of the company, right? The Allied and Infiltrator parts of the business grow at a much faster clip than the pipe side of the business, and they have much larger adjusted gross margins. So we really like that. So we kind of margin and accrete up as we go over time. I would say as well, the new product introduction, the engineering technology center, the way that we deploy capital and capital allocation, really powerful. And you look over the last 5 to 6 years and kind of what we've done there and how that's led to where we are. I think those are all kind of key avenues there. I think you'll see more of our capital deployed in that innovation as well as a bigger mix of what we spend on the CapEx side in the Allied and the Infiltrator side of the house now that we've kind of caught up a little bit on the pipe side. Still some automation, productivity and other investments we need to do there, but a lot of margin accretion opportunity, both on the productivity automation side of the house, new product introduction side of the house, the growth algorithm, if you will, as well as putting this balance sheet to work through accretive acquisitions as we move forward. I see all of those as kind of a trifecta, if you will, of how we not only grow the company but as well as accelerate that margin expansion as we go. So do we think that this ADS is a 20% to 25% EBITDA margin business? We don't. We see a lot of different reasons why we can continue to accrete that as we move forward. Operator: And there are no further questions at this time. Scott Barbour, I turn the call back over to you. D. Barbour: Okay. Thank you very much, and we appreciate everyone being on the call today and the quality of the questions. We kind of anticipated a lot of questions around the second half like that. I'm sure we'll get more of them as we go forward. But a good quarter. Like I said earlier, this is a quarter that we really started on a year ago with all the things that we began to work on, understanding that the demand environment was going to be a little tepid. Those things we can control, we feel good about. We'll continue to work hard on those. And I think as the demand develops, we'll capture our fair share more, but we'll just have to see how it develops over time. So thank you very much, and you all have a good day. Operator: This concludes today's conference call. You may now disconnect.
Operator: Hello, and welcome to the Excelerate Energy Third Quarter 2025 Earnings Conference Call. My name is Alex, and I'll be coordinating today's call. [Operator Instructions] I'll now hand it over to Craig Hicks, Vice President of Investor Relations. Please go ahead. Craig Hicks: Good morning, and thank you for joining Excelerate Energy's third quarter 2025 earnings call. Joining me today are Steven Kobos, President and CEO; Dana Armstrong, Chief Financial Officer; and Oliver Simpson, Chief Commercial Officer. Our third quarter earnings press release and presentation were published yesterday afternoon and are available on our website at ir.excelerateenergy.com. Before we begin, please note that today's discussion will include forward-looking statements, which involve risks and uncertainties that may cause actual results to differ materially. We undertake no obligation to update these statements. We'll also reference certain non-GAAP financial measures. Reconciliations to the most directly comparable GAAP measures can be found at the end of the presentation. With that, it is my pleasure to pass the call over to Steven Kobos. Steven Kobos: Thanks, Craig, and good morning, everyone. We appreciate you joining us to discuss our third quarter 2025 results. But before we turn to the business update, I want to begin by acknowledging the impact of Hurricane Melissa on Jamaica. Our thoughts are with those affected, especially our employees, their families and the communities we serve. We've been in close contact with our teams throughout, and we're grateful for their safety and for the care they've shown to one another and to the communities around them. Also, I want to note for you all that David Liner, our Chief Operating Officer, who's usually with us on these earnings calls, is currently on the ground in Jamaica, helping to coordinate our hurricane response and relief efforts. In the days leading up to landfall, our crisis management team activated contingency plans and conducted drills to ensure personal safety and operational resilience. On October 23, following direction from the harbor master, our FSRU at Old Harbour and our other mobile marina assets safely relocated offshore. Our teams then moved to ensure that all our critical systems and onshore operations were prepared and secured ahead of the storm. When Hurricane Melissa made landfall on the west side of the island, Montego Bay experienced severe conditions, but our infrastructure held and our teams responded quickly. The FSRU returned to port in Old Harbour on October 30th and regasification operations resumed on October 31st. The Clarendon CHP plant also restarted operations that same day. As of November 1st, the Montego Bay terminal was fully operational. Deliveries to small-scale customers have resumed. These deliveries were made possible through coordinated efforts to clear access routes and restore supply chains. I want to take a moment to thank our operations team in Jamaica. Their response was not only fast and effective, but it was also deeply responsible. They did what needed to be done, and they did it with care, discipline and quiet resolve. This isn't just a business when a sovereign and its people count on you for basic needs like reliable energy. That kind of trust carries weight. It's a relationship built on consistency, accountability and respect, and it's one we take seriously. That's why our response goes beyond restoring operations. We've mobilized relief funding, freshwater and essential supplies to support recovery efforts. We remain committed to standing with Jamaica, not just through this recovery, but in the long-term work of strengthening energy infrastructure across the region. We are proud to stand with the impacted communities as they begin to rebuild. I want to reassure our stakeholders that we have comprehensive insurance coverage for adverse weather events like this. With that insurance coverage, combined with our take-or-pay business model, we are confident that there will be limited financial impacts resulting from Hurricane Melissa. Now let's turn to the third quarter. Excelerate delivered another strong quarter, underscoring the strength of our infrastructure platform. I'll begin with a brief overview of our third quarter highlights and the current macro environment. Then I'll provide updates on 2 important developments, those being our recently executed terminal contract in Iraq and the continued growth of our operations in Jamaica. After that, I'll turn the call over to Dana, and she'll walk through the financials in more detail. Excelerate delivered record quarterly EBITDA of $129 million. This underscores the durability and diversification of our business model. With approximately 90% of our future contracted cash flows under take-or-pay agreements, portfolio of weighted average investment-grade counterparties and minimal commodity exposure, we continue to deliver predictable cash flows through market cycles. On the operational front, we've maintained high levels of asset reliability across our portfolio. Our global footprint and disciplined execution are enabling stable returns while advancing strategic growth opportunities that position us for long-term value creation. Let's turn for a moment to the LNG macro environment. The global LNG market is entering a new phase of accelerated growth. After a modest supply expansion over the past 3 years, approximately 200 million tonnes of incremental LNG supply is expected to come online between now and the end of the decade. This growth is expected to drive global LNG supply from approximately 430 million tonnes per annum in '25 to greater than 600 MTPA by 2030. As the ratio of global regas capacity to supply tightens, developing new regas infrastructure will become increasingly important. This imbalance is not theoretical. It's structural. Many emerging markets lack financing, permitting frameworks or time to build large-scale onshore terminals. Even in developed markets, infrastructure timelines often lag commercial opportunities. Excelerate Energy is purpose-built to solve this problem. We offer a range of scalable regasification solutions from FSRUs to converted LNG carriers to integrated downstream infrastructure, these solutions can be deployed rapidly, adapt to local constraints and unlock demand for gas was previously unavailable or uneconomical. More affordable LNG pricing is expected to drive incremental demand for natural gas, particularly in price-sensitive and infrastructure constrained markets. That demand will require more regasification infrastructure, not less. As we look ahead, Excelerate is preparing to meet the demand of the next wave of LNG growth. With our newest vessel, Hull 3407 now committed to the Iraq project, we are advancing plans to convert our existing LNG carrier, the Shenandoah into a floating storage and regasification unit. This conversion will expand our fleet's flexibility and allow us to respond more quickly to emerging opportunities. Engineering work is already underway, and we've initiated procurement of long lead items to compress the construction timeline and accelerate deployment. These steps reflect our continued focus on scalable, capital-efficient infrastructure that can be delivered where and when it's needed most. The recent announcement regarding Iraq is a powerful example of how Excelerate's integrated model creates differentiated value in markets where energy infrastructure is urgently needed. In October, we executed a definitive agreement with a subsidiary of Iraq's Ministry of Electricity to develop the country's first LNG import terminal at the Port of Khor Al Zubair. This agreement builds on extensive engagement with the government of Iraq over the past several years. We've worked closely with key stakeholders to shape a reliable solution that addresses the country's urgent energy needs and supports its long-term infrastructure goals. Iraq continues to face chronic power shortages and unreliable gas supply. These challenges have led to persistent load shedding and heavy reliance on imported gas from neighboring countries. Our integrated solution offers a fast-track path to energy security. Excelerate will deliver a turnkey package that includes an FSRU, fixed terminal assets, LNG supply and operational support. This integrated structure is strategically significant. Unlike a traditional FSRU charter where Excelerate provides regasification capacity alone, an integrated deal allows us to capture a broader portion of the value chain. This approach also creates multiple revenue streams and a more durable commercial framework. Iraq has already made meaningful progress on enabling infrastructure. A 40-kilometer pipeline connecting the jetty to the Tayan Pipeline Network is largely complete. Under the agreement, we will construct and operate the floating LNG import terminal. It's designed to accommodate up to 500 million standard cubic feet per day of regasification capacity. We also plan to repurpose an existing jetty at Khor Al Zubair port that has been deemed structurally suitable for FSRU operations. The project includes a 5-year agreement for regasification services and LNG supply. It's got extension options and a minimum contracted offtake of 250 million standard cubic feet a day. Let's call that equivalent to about 200 million tonnes per annum of LNG. We will deploy 3407, our newest FSRU and deliver the topside equipment and berth modifications required to enable operations of the jetty. So why is Hull 3407 a strategic fit for the project? Well, in addition to its high send out capacity, Hull 3407 offers best-in-class boil-off gas management, delivering strong operational efficiency and reliability. Its advanced design and flexible deployment make it well suited to meet Iraq's large-scale and urgent energy needs. The total project investment is expected to be approximately $450 million, inclusive of the cost of the FSRU. With the definitive agreement now in place, we're advancing project execution while continuing to derisk the opportunity through a take-or-pay contract structure, credit support, political risk insurance and strong support from the U.S. government. Political risk insurance provides added assurance for long-term stability, while U.S. government support reinforces confidence in the project and strengthens its strategic importance in the region. Together, these measures enhance certainty and create a strong foundation for successful execution. Now let's turn back to Jamaica. In the third quarter, the reliability of our Jamaica assets remained exceptional. They exceeded 99.8% across the platform. Integration continues to progress extremely well. We have continued to optimize our LNG and power platform by selling incremental gas volumes to existing customers, progressing commercial agreements with new small-scale customers on the island and throughout the Caribbean and improving the efficiency of our integrated operations. Jamaica also serves as a proof of concept for the scalable solutions we aim to replicate across our global footprint. Now more than ever, we are committed to investing in the critical infrastructure needed to help rebuild and strengthen Jamaica's energy network in the wake of Hurricane Melissa. We will work collaboratively with the government and our customers on the island to enhance the system's durability and ensure long-term reliability. To sum it up, Excelerate Energy is executing with discipline and delivering results. We're solving real infrastructure challenges in real markets, and we're doing it at scale. As we look ahead, we see significant opportunities to extend our platform into new regions and deepen our presence in existing ones. Our ability to deploy reliable LNG regasification infrastructure when and where it's needed most, position us well to meet rising demand and unlock new growth. Thank you for your continued support and confidence in Excelerate Energy. With that, I will turn the call over to Dana. Dana Armstrong: Thanks, Steven, and good morning, everyone. As stated by Steven, we had a great third quarter. We reported adjusted net income of $57 million, which is a sequential increase of $10 million or up 22% as compared to the second quarter of this year. Adjusted EBITDA for the third quarter was $129 million, up $22 million or up 21% versus the prior quarter. Adjusted net income and adjusted EBITDA for the third quarter increased from last quarter, primarily due to a full quarter of Jamaica margin and uplift from our second cargo delivery related to our Atlantic Basin supply, which utilized our new LNG carrier, the Excelerate Shenandoah. In comparison to our guidance range announced in August, we achieved considerable savings in the third quarter related to our Exemplar dry dock, which completed in September with less off-hire days than anticipated, along with lower costs than we had projected. Additionally, our third quarter performance was favorably impacted by lower-than-expected fuel costs for the Shenandoah. Turning to our balance sheet. Our balance sheet remains strong and continues to provide the stability and flexibility needed to execute on our long-term strategy and to navigate dynamic market conditions. For the 3 months ended September 30, our total debt, including finance leases, was $1.3 billion, and we had $463 million of cash and cash equivalents on hand. Additionally, all of the $500 million of capacity under our revolver was available for borrowings. At the end of the third quarter, we had $818 million of net debt and our 12-month trailing net leverage stood at roughly 2x. This strong balance sheet, combined with disciplined capital allocation and robust cash flow, gives us ample liquidity and financial flexibility to fund additional growth projects. Now I'd like to spend a few minutes on our capital allocation priorities. Our priorities have not changed. We remain focused on investing in accretive growth opportunities and delivering consistent shareholder returns through dividends and opportunistic share repurchases while preserving balance sheet strength to enable long-term strategic flexibility. This disciplined approach positions Excelerate to create sustainable long-term value while achieving attractive near-term returns. In line with this framework, on October 30th, our Board of Directors approved a quarterly cash dividend of $0.08 per share or $0.32 per share on an annualized basis. The dividend is payable on December 4th to Class A common stockholders of record as of the close of business on November 19th. Now let's turn to an update on our financial guidance. Based on our results to-date, we are increasing our previously communicated adjusted EBITDA guidance for 2025. For the full year, we now expect adjusted EBITDA to range between $435 million and $450 million. This revised guidance range incorporates the minimal financial impact we expect from Hurricane Melissa. Also, as a reminder, we delivered a seasonal cargo under our Atlantic Basin supply deal in the third quarter. Since the next Atlantic Basin delivery is expected to be in the first quarter of 2026, the fourth quarter of 2025 does not include EBITDA related to the Atlantic Basin. In regard to Hurricane Melissa, as Steven mentioned earlier, thanks to our comprehensive insurance coverage and the swift restoration of operations across our Jamaican assets following the storm, we currently expect only a limited impact on our fourth quarter results. For Excelerate overall, we expect maintenance CapEx to continue to range between $65 million and $75 million. Committed growth CapEx, which is defined as capital allocated and committed to specific infrastructure investments currently in execution, is still expected to range between $95 million and $105 million this year. Before I close, I want to speak briefly to the commercial deals we now have in place that will drive our financial outlook in the coming years. First, I'll start with the Iraq project and the placement of our new build Hull 3407. As Steven said, we are excited to have secured this opportunity. From a return perspective, the project is expected to have an EBITDA build multiple between 4.5x and 5x, which is consistent with the economics we expect for infrastructure projects that are fully integrated with LNG supply. Second, our Petrobangla QatarEnergy LNG supply deal begins in January 2026. This 15-year take-or-pay infrastructure-based contract is back-to-back to mitigate commodity risk and is expected to contribute $15 million of incremental EBITDA in 2026 and 2027 and then step up to $18 million of EBITDA in 2028, and thereafter. Third, our 2026 earnings will benefit from a full year of contribution from the integrated platform in Jamaica. Our assets in Jamaica have continued to exceed our operational expectations and have proven to be a great addition to our portfolio. As we've previously mentioned, we expect to add $80 million to $110 million of incremental EBITDA over the next 5 years, driven by Jamaica and broader Caribbean growth. We'll provide further detail on our 2026 guidance, including guidance around expected 2026 dry docks on our year-end earnings call in February of next year. In closing, Excelerate is well positioned to deliver long-term value for our shareholders. We remain focused on disciplined execution and are committed to investing in growth opportunities that will strengthen our long-term earnings potential while also returning capital to our shareholders. With that, we'll open up the call for Q&A. Operator: [Operator Instructions] Our first question for today comes from Wade Suki of Capital One. Wade Suki: Just the first one on Iraq, if I could. Just curious on the split between, let's call it, vessel and supply margin. Would it be safe to assume sort of like a 65-35 split between the 2? Steven Kobos: Wade, this is Steven. Frankly, I don't think that we are going to be breaking it down at this point. I mean, you should just really look at the integration of it. I think what Dana said, 4.5, 5 turn multiple based upon it. But look, there's some variability there. Minimum take is 250 million scuffs a day weight. I think I said on the call that was 200 million tonnes. Let's call that 2 million tonnes. Let me do the correction there. But it could easily go up to 500 million scuffs part of the year. So implicitly, there's some variability in that component. But at this point, what we want to point to is just that overall build multiple. Wade Suki: Absolutely. No, I appreciate that. Very attractive. I guess maybe just switching gears a little bit to the conversion. It sounds like we've sort of got a definitive move forward, all clear. Can you kind of remind us -- I know you've done some engineering work. I think you might have mentioned on a previous call having spent, I don't know, $30 million or just off the top of my head. Can you sort of remind us how you see that sort of timeline and capital cost to convert that vessel when it goes in the shipyard? Any way to kind of bracket the timeline around CapEx and I guess, dry dock time would be great. Steven Kobos: Wade, and as I mentioned, David is down in Jamaica right now. And in fact, I think you all saw our press release on some of our efforts down there. The Shenandoah, which is we're talking about is alongside in Kingston and is going to start offloading humanitarian supplies at noon, and we envision it's going to take about 12 hours to get that all offloaded. So I just want to give a shout out to the conversion candidate because she's doing good things for Jamaica and the people of Jamaica right now. The 30 million that you spoke to, Wade, I believe that was going to the acquisition cost of the Shenandoah that we spoke about before. That was, of course, kind of all in right after she had been dry docked right before delivery. In terms of what we've spoken to before, I think we've had a decent range saying, we're kind of thinking about 200 million all-in on a conversion. That varies between what you're starting with is the host ship. This will be the lower end of that. You can imply from that, that there will be more extensive CapEx than if the host vessel had been a TFDE vessel without geeking out too much on the shipping stuff. So I think we're consistent with that. Ultimately, I don't want to commit to a particular time frame in the yard on it. We're going to give ourselves plenty of time so that we can execute that in a good way. But I can assure you, we've just put away 3407 in a great home and our effort and our focus is on Shenandoah at this point. But wait, I'll ask your next question, which is what do you think -- what else? What else are you thinking about? We haven't given up on new buildings. We've had a team in Korea talking extensively and workshopping what a new generation could look like for different markets we're thinking about. So I don't want to indicate by virtue of the steps we're taking with Shenandoah that, that is an exclusive path forward. Wade Suki: Understood. And just appreciate your comments and efforts in Jamaica. I hope the rest of the island recovers quickly. Operator: Our next question comes from Chris Robertson of Deutsche Bank. Christopher Robertson: Just wondering if you guys could walk through what you're thinking on remaining spend on the new building asset currently under construction? And then how you're thinking about when work will commence at the jetty in Iraq, kind of your estimate around equipment and construction costs there just outside of the remaining new build CapEx? Steven Kobos: Okay. Chris, this is Steven. I think we're going to divide that question up. I'll let Dana speak first to what's left on delivery on 3407, then I'll let Oliver who was lead for some number of weeks in Baghdad on this project really fired up about it, let him speak to construction. But I'll tell you, we're trying to bring this online as quickly as we can. There is a pressing need for this for the people of Iraq. We need to help solve this load shedding. So the big picture is as soon as possible. But I'll hand it over to Dana. Dana Armstrong: Yes. on the newbuild, Chris, it's actually pretty simple. We've got $200 million left to pay, and that will be paid at delivery. So the total cost of the shipyard was about $340 million with some of our change orders. So $340 million shipyard costs, roughly about another 10% of ancillary costs for owner-furnished equipment and other items that's going to be over time. And then we -- that's just being paid over time. It's pretty small. But the big payment is $200 million when it's delivered next year. Oliver Simpson: Yes. And if I think on the Chris, if I take on the sort of Jetty side, on the in-country side in Iraq, as we mentioned, we're looking to get this up and running by summer '26. So really starting from now through next summer, that's how you'll see that CapEx build out. There are certain long lead items that either we've had in stock that we're able to deploy or that we're in the process of procuring. So we'll see that ramp-up on the overall jetty spend between now and next summer. Christopher Robertson: And just to summarize, the project is expected to cost $450 million, which is inclusive of the $340 million for the Hull 3407, then we should assume around $100 million or so of CapEx related to terminal construction. Dana Armstrong: Roughly, there's some ancillary costs on the new build. So the new build is roughly $370 million all in. And so the rest of that is the estimate for Iraq. Oliver Simpson: Yes. And Chris, just one. Sorry, I was going to just add one point of clarity on that. Just obviously, we're using an existing jetty in Khor Al Zubair. So that's why, I mean, generally, the cost of building a full jetty would be higher, but this is using an existing jetty and putting on the topside equipment and getting it ready for LNG operations. Christopher Robertson: I just wanted to shift focus a bit to your commercial discussions in the Caribbean outside of Jamaica. If you could comment where you're seeing more interest. Are you seeing interest in more small-scale onshore regas and transmission solutions? Are you seeing appetite for floating solutions? Or where are those conversations kind of focused right now? Oliver Simpson: So I'll take that again, Chris. And I think the answer is a little bit of all of the above. But I'd say I'd point to what just happened in Jamaica in the last week. Obviously, there was this -- Melissa was a Category 5 hurricane that came through, and we took off the FSRU was able to leave the birth, go to a safe place and come back. So I think there's certainly a lot of value in the floating solutions in terms of the critical infrastructure they are and how they can respond to these kind of events. So I would certainly expect conversations going forward to look at this as a big plus. But really, it's -- every island is unique, different availability of land onshore, different water depths. So with our technical team, we're looking at a wide range of solutions and really using Jamaica as a hub, which for us is that that's that critical commercial advantage we have, we can then develop different technical solutions for these different markets. And I'm seeing -- we're seeing good interest across the Caribbean to use LNG to displace liquid fuels. And so I think that's progressing well. Operator: Our next question comes from [ Brie ] Brooks of Northland Capital Markets. Robert Brooks: So just with the growth CapEx guide unchanged for this year, is it then right to assume the majority of the spending for the jetty in Iraq is then going to be coming in the first half of '26? Steven Kobos: Yes, Bobby, I think that's a safe bet. Robert Brooks: Got it. And then I want to just say my thoughts are with those affected by Hurricane Melissa and Jamaica, and it's great to hear how much you're helping the country get its feet back underneath itself. But -- and at the same time, it's great to hear how quickly your business operations got back up and running and how insulated your financial contributions from your assets are there. So my question is, is it right to think that all of your other assets have similar insurance coverage that would insulate you from natural disasters like this? Steven Kobos: Bobby, short answer, yes. I want to brag on the ops group, though, a little bit here because you all will remember when we were talking about some of the incremental maintenance CapEx we spent in Jamaica over the summer. And you may recall that involved putting in black start generators. It also included strengthening sea walls. And frankly, we said we're just wanting to take -- do the things that brought these assets up to an Excelerate standard. And thank God, we did because that -- those moves and planning and execution by the Excelerate operations team over the summer made a tremendous difference here. So I'm going to salute them. And just as a reminder that the type of uptime that they achieve around the globe is not an accident. So I'll make that point. I would say, in general, Bobby, most of the insurance programs on the floating assets, it's all quite similar on land-based assets. It's going to depend upon the type of the asset, but there's general commonality across the platform. Robert Brooks: Got it. That's really helpful color and great to hear that the -- you got to be able to execute those pieces to strengthen the operating base before the hurricane came in. And my last question is just, could you remind us, -- the contracts you have across the globe right now, there's none coming up, none expiring over the next couple of years or when's kind of the next one coming up where you could maybe move an asset to a different location? Steven Kobos: Bobby, you're always wanting us to optimize man, and we do too. We have 2 on Evergreen that we're always trying to get our hands on, obviously, Express and Expedient and we're continuing to look at ways to do that. That's going to be a catalyst, obviously. We've managed at this point to have higher contracted rates on most everything that we've been able to redeploy, and we would look for that to be the case if we can get our hands on those. But in general, then you've got Excelsior in Germany in 2028. That's a longer discussion. Excelsior since she's come online is sending maximum gas ashore. I'm proud, by the way, that as far as I know, she's taken all U.S. LNG since she came online in May. And that's a great asset that the German government has spent a lot of money importing the ports to work with Excelsior. We've spent a lot of money on Excelsior. We think it's a great asset. We'll be having further discussions about it down the road, but I'm really proud of that ship and everything she's doing. I understand she's kind of fully booked for next year. So bottom line is that asset is used. It's providing good value, and it remains cheap insurance but that's kind of a look at what's sort of near term out there. Operator: Our next question comes from Michael Scialla of Stephens. Michael Scialla: I'll start off by echoing everybody else's sentiments on commending you on your relief efforts for Jamaica. I wanted to ask, you've talked in the past about scaling the Jamaica model across the Caribbean. It sounds like now you're saying you want to do that across your global footprint. I don't know if I'm reading too much into that. Has anything changed there to have you make that comment at this point? Steven Kobos: Mike, this is Steven. I sure hope, I haven't been saying we only want to scale and grow the Caribbean. I mean this is a global company, and we want to do this all over the world. Michael Scialla: Anything in particular about Jamaica, though, that I guess, that you're seeing that is transferable to other areas of the globe? Steven Kobos: Yes. I mean, Mike, what I love is if you -- when we look back at 2025, we will have come to the market with 2 fully integrated deals. And we love what that does for us. It is -- I mean, you can see on what we're talking about Iraq and the project there, the build multiple that you're going to achieve, what we've always said, the returns that we're looking for are always going to be higher with integrated models. And look, we're built for this. We have the balance sheet for this. We have the credibility for this. We are not simply a capital leasing company. We're never going to be content to do that. We want to make a difference around the world. We want to be that go-to partner for sovereigns around the world. So yes, we haven't been shy. We want to be an integrated energy company in these markets. Now we wanted to go through our infrastructure, but we want to be the whole package. And you don't see a whole -- I mean, no offense, you don't see a lot of folks doing this around the world. So I think -- and it's going to be -- anyway, I'll leave it at that, but we're fired up. I think you can hear it in my voice. Michael Scialla: Definitely can. I wanted to ask on your gas sales are hard to predict. You haven't really guided on them in the past. You had a lot in the third quarter. Can you talk more about those? Did most of those go to Jamaica? Any of those cargoes go anywhere else? And any thoughts on future cargoes? Dana Armstrong: Mike, this is Dana. So yes, that was a great quarter for us from an LNG supply perspective. So we had a couple of things going on there. We had our Atlantic Basin supply that delivered in the third quarter, which had great performance. We also had really good performance in Jamaica and a little bit of volumes above our expectations. And then we had 2 cargoes delivered into the APAC region. So all of that combined to those numbers for the quarter. Operator: Our next question comes from Emma Schwartz of Jefferies. Emma Schwartz: Congrats on the Iraq deal and the strong quarterly results. It really looks strong, what you guys agreed to in Iraq, and that's really tied to the integration. Could you speak a little bit about the repeatability of integrated deals like this? And do you see integrated opportunities for the conversion candidate? Steven Kobos: This is Steven. We absolutely do. I mean that's why I kind of digressed talking about the coming LNG wave. I think the point I'd make to the listeners is we're executing on integration before that wave comes. It is coming. It is going to drive greater affordability on LNG. So I see the TAM that we're serving only increasing, and we continue to prove that we are the sort of company that can execute on it. We're continuing to put the tools in the toolbox that we need to deliver on it. I mean you see with Iraq, everything is coming together, and we've been planning for that for some time to be able to deliver that. So I absolutely believe -- we believe that the TAM is -- it's enormous to begin with. It's increasing. The commodity is going to be ever more affordable. It's going to drive more liquid fuel and other type of switching. And we are after those opportunities around the world, and we're going to continue to do that. Emma Schwartz: That's great to hear. For my second question, I was wondering if you could speak a little bit more about the dry docking this quarter. What drove the lower cost there? And is that kind of performance sustainable going forward? Steven Kobos: Emma, I think it would be unfair to David Liner, our COO, if I put him too much on the spot there. They did deliver a great dry docking. They now part of that was in the Baltic. We're taking it from Finland to Denmark. So logistically, it was fairly close. We were looking at different ways to advance some of the -- or perhaps more of the prep work on board before we went. We're looking at all types of lessons learned there. But for now, we're always trying to optimize dry docking, but I don't want to say that the lessons from one geographic location may transfer seamlessly to other dry docks. Well, frankly, I hope that we will not hope. We will have more insight for you on that at year-end. But I think it's a little far out from the execution and planning process to be able to commit to any particular timeline for those dry docks right now. Operator: At this time, we currently have no further questions. So I'll hand it back to CEO, Steven Kobos, for any further remarks. Steven Kobos: Thank you all for joining us today. Really enjoyed our call. There are obviously a lot of things going on in Jamaica. And I just want to repeat that our thoughts and prayers and well wishes are with the people of Jamaica. But thank you all for joining us. Exciting times for Excelerate, and we look forward to continuing these discussions in the future. Operator: Thank you all for joining today's call. You may now disconnect your lines.
Unknown Executive: [Audio Gap] But before anything else, I just want to remind you, and I've done it previously, and now it's particularly important, the partial carve-out that took place in November last year with the carve-out of the Inmocemento Group. You know that this is very important because until the end of the financial year, the results in the bottom line will not be fully comparable, and I'm sure you've been able to see this. That's the reason why last year and until September 2024, we entered EUR 148.6 million corresponding to the carve-out of the cement and real estate activities. And as we already reported on the first -- in the first quarter, the euro has become stronger against other currencies. And so exchange rate differences have become quite significant. And this also is related to the adjustment we made in certain assets following the equity method in both areas of the environmental department. So this, together with the negative exchange rate differences of the provisions and the adjustments made together with the EUR 148.6 million corresponding to discontinued activities that have disappeared now, but were present last year. All of this explains the fall of the attributable net profit of this financial year. I also want to mention that it is also true that at the level of the P&L in the top line, the strength of the euro has already been noticeable with a certain impact, close to 1% of our earnings in terms of income and EBITDA. Well, having said this, our earnings are basically focused in the even quarters. Well, if you look at the evolution of our exploitation activities starting by the environment unit, what we have seen is that the turnover of environment went up by 11.5%, reaching EUR 3.4 billion. And here, I would have to mention the contribution from new contracts, both in Spain and the United States. This -- I should also add the effect of the acquisitions we carried out in the U.K., although this has been diluted slightly, but Urbaser, heavy recycling should be mentioned. Now in terms of geographies, you know that we have 4 platforms, starting by the Atlantic, which includes the business in Spain, which accounts for 50% of the income, and this business grew by 7%, up to EUR 1.7 billion. And here, we have kept evolving quite normally in our activities, both for collection, street cleaning and also there's been very good performance of other municipal services and the management of industrial waste. This is waste related with the private sector. Now as regards to the U.K. platform, income rose by double digits because of, first of all, the consolidation because of the acquisition of the U.K. Urbaser Group, and this is why we reached over EUR 700 million. And I would also like to mention that the underlying activities at a constant perimeter had a homogeneous evolution except for the landfill activity, which did experience a lower level of activity than in the previous year. Now in Central Europe, we are present in 6 or 7 countries in the region. As you know, in the Eurozone, income increased by 4.9%, reaching EUR 508 million. And we had a higher contribution, particularly in Poland and in the Czech Republic with an increase in the number of contracts, both for collection and treatment. And we did record, and this is a growing trend, year-on-year, showing negative variations, the selling prices of negative raw materials that we manage, particularly in treatment, which in Central Europe is quite significant. Now the fourth platform in environment was the United States and revenues were EUR 342.7 million, plus 24%. So we're growing very significantly. Just remember the acquisition in the Central North area of Florida of a company called Hell Recycling, which is in charge of processing different types of waste related with residential waste, but also collection progressed very well. We do have to mention, although it didn't have much of an effect in the turnover, an acquisition we carried out in July. So there was only a contribution for 2 months. This is a company in Fort Lauderdale devoted to the recovery of waste. And this is the advancement we had in recovery. We started this activity in the U.S. and also waste collection contracts evolved very well. And there's also the Hell Recycling business. And I also want to mention in the Atlantic platform, which also includes Spain, which I mentioned first, it also includes France and Portugal. Here, we reached EUR 111 million in revenues. The lion's share, about 7% is France, and this is the acquisition we carried out last year of the ESG group, which means that now we have our own legal presence in France for waste collection and street cleaning. And the underlying activity was also good. And Portugal, also made progress by 4.4%. So the EBITDA for the environment unit grew to 11% over EUR 500 million. This growth is absolutely very similar to the growth in revenues. So I don't have much to say about the stability of the margins, which persisted. The margin is 15.6% as compared with 15.7% of the previous period. Now if you talk about the water cycle group called Aqualia, here, the turnover increased by 8.7% to EUR 1.5 billion. Here, we had quite a homogeneous growth, both in integrated cycle, we -- in general, although there's been a little bit of everything, but we've increased both in terms of volumes and rates. And this was accompanied by a growth in the technology and network activity, which is essentially linked to the development of ESP, specific ESP for the Water sector. And it is very closely connected to our concession-based business. So it is induced by our activities -- our integrated activities. Now if you look at the different jurisdictions in Spain, we rose by over 11%, our revenues. Here, there was quite a significant increase, and this is a reflection of the activities, the health of the activities in the country. So in Spain, everything was very positive over the period. Now if we look at Central and Eastern Europe, but before that, I just want to remind you that the main stays here are the business that we own in the Czech Republic and Georgia, where we increased by 5.4%, EUR 196 million. In the Czech Republic, rates were revised. This was within the plans linked to our proprietary structure and the fact that we are a fully regulated business. And this has to do with the CapEx that we are -- so rates are reviewed as we review our CapEx. In Georgia, there was a significant increase in consumption. So this increase was more related with the increasing consumption rather than with an increase in rates, both in residential and industrial customers. And this made it possible both in the Czech Republic and Georgia to reach this 5.4%, and it's allowed us to compensate for the effect of the exchange rate, which I mentioned at the beginning because in Georgia, the local currency lost value, lost 5.4% with respect to the euro. In other European countries such as Portugal, Italy, France, here, the increase was 6.6%, EUR 87 million. Just to give you some color, there was a rate review in Sicily, although we still experienced the effect of the lack of water -- of crude water as a result of the drought. This is something that we managed to compensate for with increases in our rates. Now if we look at other markets, leaving Europe behind, if we look at the Americas, here, the turnover also rose by double digit, 12.6%, EUR 156.4 million. There was a consistent growth and quite a substantive growth in the U.S. based on the activities in that country. We reached EUR 67 million. And here, there was an increase in rates, and also there was an increase in consumption, similar to the consumption in Colombia, another important country in the Americas. And in Technologies and Networks, we also carried out the development of some plants in Mexico and Peru. Lastly, the last platform I want to mention within Aqualia, apart from Europe and the Americas is MENA, the Middle East and Africa. Well, it's really Northern Africa, Algeria and Egypt. Here, we did experience a slight fall of 4.8%, EUR 115 million. And this was because of the effect of the rate review in our contract in Algeria in the desalting plants where there were some adjustments introduced according to some rate measures. But this was compensated for because we had higher activity in countries like Saudi Arabia in our counseling and execution business in the -- in 2 clusters we have been awarded in the country. It's really 2 regions in Saudi Arabia. And we also had to compensate for the negative effect of the strengthening of the euro against the riyal. So all in all, the EBITDA followed a very stable pattern. It grew a little bit less than revenues, 5.2% to EUR 319.2 million. I would just mention that the margin, which was 23.8% as compared with 24.6% experienced a small variation because the contribution of Technology and Networks was slightly higher moving towards integrated cycle. So margins were structurally lower. And this, as you know, tends to give rise to small adjustments in the increase of EBIT versus revenues and the operational margin. Right. As far as construction is concerned, in the 9 months, the turnover became positive to over EUR 2 billion. Here, there were no surprises. I wouldn't mention any unexpected occurrence, everything went according to plan. Perhaps I should mention that at present, the infrastructure contracts are the most important ones, both roads and railways. Now in terms of the main markets, in the Spanish market, the turnover rose by 4.9% to EUR 921 million. We also made progress in works both -- well, it's rehabilitation of roads and some other works that we had to cut it out, which were unexpected. We carried out some work for the flash floods in Valencia. Now in other European countries, the increase was similar to that of Spain, about 5%, EUR 645 million. And here, we kept advancing in our important contracts in the Netherlands, then the railways in Romania, where we have a traditional presence. And just as the -- I just want to mention that the motorway exploited by FCC concessions in the country was completed in Wales in the U.K. Which -- since it's been completed, it ceased to contribute. Now in -- then I would like to mention other areas where there were large works that we -- in the United States and Canada, particularly in Toronto. This was a large road in Pennsylvania. And as I said, for Europe, these compensated for the satisfactory completion of the Maya train in Mexico. Finally, in the Middle East and Africa, the MENA area, like in Aqualia, we incorporated Australia into this region. And we did have a reduction in revenues, EUR 119 million. And here, we were not able to compensate for this loss with new works because there was -- we completed the works of the Riyadh metro in Saudi Arabia and also the customer completed the works were conducted in the NEOM tunnel, but both projects were extremely successful. There was some compensation from our project to develop social infrastructure in Cairns in Australia, in the northeast of the country. So the EBITDA, however, went down a little, 0.3%, EUR 121 million. Now the margin EBITDA sales stayed stable, 5.6%. I think that last year, it was 5.7%. But this is just the effect of a combination of the programming of different works. And in construction, I'm sure you've seen this in the report we have sent, the most important thing to mention here has to do with the increase in our portfolio because since December last year to the end of September, we had a growth of 46.8%. Our portfolio is approaching EUR 10 billion, EUR 9.3 billion. Here, we had quite a significant amount of international contracts, which account for 2/3 of total with an increase of 60.8%, over EUR 6 billion. And again, we can talk about the platforms where we are already consolidated. One of the most important projects was the Scarborough project in Canada together with a line of the New York Metro and the enlargement in Canada of another metro line. In Spain, we also had increases in our portfolio. So this increase was of 23.8%. So these were new contracts in Spain. We are specialized in the construction of stadiums, particularly in Valencia and also high-speed lines that are being built by the railway authorities. So it is important to mention that the increase of the -- the improvements are happening across our different departments, but I just wanted to make a specific mention to construction because the increase was particularly high. Now to finalize, I just want to talk about concessions. Here, the turnover reached EUR 81.4 million, growing by 38%. And given its relative size and its good evolution, well, you will have seen that this is the area that made the greatest progress. And here, there are 2 effects to be mentioned. One of them is the development of new business and the other one is the perimeter. But I want to say that traffic and the number of passengers in the infrastructures that we exploit has also made some contributions. So the organic perimeter also evolved healthily. But the business is basically -- our concessions are concentrated basically in Spain, EUR 77.9 million, an increase of 48.4%. Here, I just want to remind you that there's the kick-off of the 8 itinerary, a concession we have in the region of Aragón and a new project, which is for a motorway in Ibiza Island, and this started in June last year. Now internationally speaking, I just want to mention a concession that does make a contribution to our revenues. Another one -- we have another one that follows the equity method, but we have the Coatzacoalcos underwater tunnel, which evolved very well. But then we decided to remove one of the businesses in Portugal. But all in all, internationally, which is just COTUCO, we had an increase of 6.8%. So the EBITDA for concessions is EUR 44.6 million, an increase of 8.3% with respect to the previous year. As you know, and I want to mention it again, the EBITDA advanced less than revenues, but that was because of the development of the concession in Aragón before it starts operating. That's why its gross margin went down quite significantly, but there was no other effects for provisions or any other incident that could explain that difference between the variations of revenues and of EBITDA. Well, that's about all I had to share with you. As you may have seen, the results as compared with previous quarters were quite good with increases in excess of 7%. I might perhaps mention the evolution of the portfolio. You know that we are a group that has over 85% of its activity coming from the waste management business and the water integrated cycle -- integrated water cycle business. But our portfolio makes us -- well, it means that we are very reassured in terms of our future prospects. That's all from me. So if you have any questions, please do not hesitate to ask them. Operator: First question, why are the EBITDA margins going down for Water and Services in the first quarter -- in the third quarter? Unknown Executive: Well, services, I guess you mean environmental services. As I said before, for the environment, 15.6% as compared with 15.7%. I don't think it's a huge reduction. This variation is really very small. We did increase quite -- well, perhaps we increased in waste collection and other services, but the difference is really very, very small, practically negligible. In the case of Water, which is, I think, important to mention, the thing is that Technology and Networks is now more significant. That is where we include 2 types of projects. First of all, the things we do to develop works where we have a contract that we call essentially BOT that is we obtain a partial water cycle to construct a water treatment plant, a desalting plant and that normally is attached to a lower margin. But the area of Technology and Networks has to do with our integrated cycle concessions because we are -- these are works that cannot be postponed. This is just water consumption for drinking water for families. So we need to do this as fast as possible. So -- and 80% of the work we do under Technology and Network falls in this category. And even if the margin for us is very satisfactory, it is a lot lower than the margins of other businesses in concessions that may go from 25% to 40%. So when there's more in Technology and Networks, when there's more work in Technology and Networks, of course, it's logical that there should be a fall in the margins, but that's the only explanation. Operator: Next question, what was the reason for the selling off of an additional share in the Services unit? And how are you going to use the money obtained from the sale? Unknown Executive: Well, as you know, in this transaction, we have an agreement. We have signed the selling agreement. The money has not yet been paid to the group. I would say that the same -- the reason is the same as in 2018 when we sold a share of our Water business. Obviously, it was a minority share. So we retain full control of the activity. But what we did there is circulate the capital used in an efficient way. So we retain the operational control of the business. And this -- and so the know-how still lies with us and with our units. And the idea is basically to optimize the use of the capital invested by the group. This is the same thing we did for Aqualia. And what are we going to use the money for? Well, we'll have to wait, first of all, for the money to be paid to us. And when that happens, we will decide how to put it to the best use. Operator: Next question. What can we expect from the working capital for the end of the year? Unknown Executive: Well, with respect to the working capital, the evolution that we have experienced in the first 9 months has been quite homogeneous with respect to the activity we had until June. And let me look at the figures because I don't remember them off the top of my head. In December, yes, 2024, it was also homogeneous year-on-year. So the expansion we recorded was quite similar. And I would say that what we can expect is that we will have a recovery. We always recover. You know that -- you know it's difficult to quantify things under the working capital heading, but the expansion we had in September is quite similar to the one published in June. And it should go down by the end of the year. But this is only normal. It's part of the ordinary pattern of this chapter. Operator: Next question. What investments can we expect for 2025 and 2026? Unknown Executive: Well, in terms of investments, as any other group, we -- there's a combination of the ones that have been contracted and the ones we aspire to achieve. Last quarter, we achieved EUR 1 billion in payments for investments, and this is quite a significant figure given the size of our activity and our generation of cash flow. Now with the investments we have made until now, I think we -- I think that this year, we could stand at a similar level. Now for 2026, we could also achieve similar levels. I mentioned some investments that will have to be materialized. And you know that we are very selective in our activities. Last year, for example, they were concentrated in environment and water treatment. These are the 2 activities that demand the largest amount of CapEx. And of course, we aspire to grow, but in a very selective way. And in 2023, we'll stand at similar levels in terms of the application of our cash flow, similar to 2025, I mean. Operator: Next question. Will you have growth in construction at the end of 2025? Unknown Executive: Yes, I think we should. From the first half to the 9 months to the third quarter, you've seen that there's been some increase already. But I would just like for you to analyze our portfolio. Of course, we can't -- you can't really apply a simple equation. You can't say that if the portfolio has grown by 45%, revenues will also increase by the same measure. But this cannot be done because some of our new contracts are long-term contracts, railway contracts, but we want to establish a close connection with the customer, with early contractor involvement format where customers become more involved in the design phase. So by their very nature, these are long contracts with great technical complexities, but this also requires a greater collaboration from the customer so that the contract is longer term. And this, of course, makes it easier to manage the complexities of our contract. So what I want to say is that these contracts are going to be longer term. Of course, we could end up at the same variation of 1.2. But for a project based on projects -- for an activity based on projects such as construction, we feel really very comfortable because there's quite a large amount of visibility. There's no further questions. So if there's no further questions, I just want to thank you very much for your time. I guess that you will now have time to review all the documentation we have sent. And as I said, we remain at your entire disposal through the usual channels. Thank you. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the Ellington Financial Third Quarter 2025 Earnings Conference Call. Today's call is being recorded. [Operator Instructions] It is now my pleasure to turn the call over to Alaael-Deen Shilleh. You may begin. Alaael-Deen Shilleh: Thank you. Before we begin, I'd like to remind everyone that this conference call may include forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are not historical in nature and involve risks and uncertainties detailed in our annual and quarterly reports filed with the SEC. Actual results may differ materially from these statements, so they should not be considered to be predictions of future events. The company undertakes no obligation to update these forward-looking statements. Joining me today are Larry Penn, Chief Executive Officer of Ellington Financial; Mark Tecotzky, Co-Chief Investment Officer; and J. Herlihy, Chief Financial Officer. Our third-quarter earnings conference call presentation is available on our website, ellingtonfinancial.com. Today's call will track that presentation, and all statements and references to figures are qualified by the important notice and end notes in the presentation. With that, I'll hand it over to Larry. Laurence Penn: Thanks, Alaael-Deen. Good morning, everyone, and thank you for joining us today. I'll begin on Slide 3 of the presentation. Ellington Financial delivered another quarter of strong performance with strategic execution, highlighted by the continued growth of our adjustable distributable earnings, the continued growth of our investment portfolio, and the continued strengthening of our balance sheet. For the third quarter, we reported GAAP net income of $0.29 per share and ADE of $0.53 per share, which set a new quarterly high for this metric since we started reporting it in 2022, and which once again significantly exceeded our $0.39 per share dividends for the quarter. The increase in ADE over the past several quarters is the direct result of higher net interest income from our loan portfolios, reflecting both the growth of those portfolios and their strong ongoing credit performance, combined with sizable proprietary reverse mortgage securitization gains at Longbridge, where we're now completing roughly reverse prop securitization per quarter. Our quarterly results also benefited from robust gains from securitizations of non-QM loans and closed-end second lien loans. We priced a total of 7 securitizations during the quarter. That's a record for us. And including transactions completed subsequent to quarter end, have now priced a total of 20 securitizations year-to-date. That's more than triple last year's pace. The EFMT securitization franchise has become a tremendous asset for Ellington Financial, allowing us to access liquidity for many of the largest fixed income investors in the world. Finally, in addition to all these drivers, we also had excellent performance in our securities businesses and strong earnings from our affiliate loan originators such as LendSure. Shifting to our balance sheet. Our total portfolio holdings grew by 12% during the quarter as we continue to deploy capital to our highest conviction loan businesses. Portfolio growth was led by non-QM, proprietary reverse mortgage, and commercial mortgage bridge loans and complemented by opportunistic additions of other residential mortgage loans and CLOs as well. Notably, Longbridge delivered a record quarter for proprietary reverse origination volumes. Demand from borrowers for Longbridge's prop products continues to grow. But just as importantly, demand from investors remains strong for the resulting securitization debt tranches. I believe that Ellington Financial, with our Longbridge subsidiary and our securitization franchise, is uniquely positioned to profitably intermediate between prop reverse mortgage borrowers and investment-grade debt investors. Moving to the financing side. We further strengthened our balance sheet by increasing our long-term non-mark-to-market financings in 2 key ways: first, by accelerating our pace of securitizations, and second, by expanding our access to long-term unsecured financing. First, as I mentioned earlier, we priced 7 securitizations during the quarter. Importantly, we are close to pricing our inaugural securitization of residential transition loans, which would reduce reliance on short-term financing in that strategy as well, unlock capital for redeployment, and create high-yielding retained tranches for our portfolio. Securitizations are important because they provide stable non-mark-to-market funding while reducing reliance on repo. This greatly enhances capital efficiency, and I'll elaborate on that later in my concluding remarks. Securitizations also allow us to manufacture high-yielding retained tranches with valuable call options. These retained tranches are generating some of the most attractive returns across our platform, and they contribute strongly to ADE even without repo financing. Second, on the financing side, on the final day of the third quarter, we successfully priced $400 million of 5-year senior unsecured notes rated by Moody's and Fitch and broadly distributed to institutional investors across more than 80 accounts. We utilized more than half the proceeds to reduce repo borrowings with the remainder funding new high-yielding investments. The unsecured notes priced at 7 3/8%, representing a 363 basis point spread over the 5-year treasury at the time. We were pleased with the execution and the strong investor demand and encouraged to see the bonds trading well following issuance. We expect pricing to improve on future transactions as we become a more established unsecured note issuer and as we migrate a greater share of our borrowings to long-term financing, creating a virtuous cycle. With that, I'll turn the call over to JR to walk through our financial results in more detail. JR? JR Herlihy: Thanks, Larry. Good morning, everyone. For the third quarter, we reported GAAP net income of $0.29 per common share on a fully mark-to-market basis and ADE of $0.53 per share. On Slide 5 of the deck, you can see the portfolio income breakdown by strategy, $0.42 per share from credit, $0.04 from Agency, and $0.09 from Longbridge. And on Slide 6, you can see the ADE breakdown by segment, $0.59 per share from the Investment Portfolio segment and $0.16 from the Longbridge segment. In the credit portfolio, net interest income grew sequentially, and we also had net realized and unrealized gains on residential transition loans and other loans in ABS. Partially offsetting higher net interest income were net realized and unrealized losses on non-QM retained tranches, CLOs, forward MSR-related investments, and residential REO. We continue to benefit from solid credit performance in our loan portfolios and from strong earnings at our affiliate loan originators. I'd like to highlight a new slide in the earnings presentation. Please turn to Slide 15. This slide illustrates the strong credit performance of our loan portfolios over time, reflected in the exceptionally low realized credit losses across our residential and commercial loan strategies since each business's inception. Note that the realized credit loss rate is shown on a cumulative inception-to-date basis. If presented on an annualized basis, these percentages would be even lower. This metric captures the quality of our loan underwriting, incorporating both loans that performed as expected and paid off at maturity and loans that require individual workout efforts. On the top right, you'll see just 13 basis points of cumulative realized credit losses on approximately $14.7 billion of residential mortgage loan fundings, spanning non-QM, RTL, home equity, and proprietary reverse mortgages. And on the bottom right, cumulative losses totaled only 47 basis points on more than $2 billion of commercial mortgage bridge loan originations dating back to before COVID. The combination of the strong credit performance and the high yield of these loans has been a key driver of EFC's sustained growth in ADE over time. Moving to Agency. That portfolio also generated strong results in the third quarter with net gains on both our long Agency RMBS and associated interest rate hedges. Lower interest rates and reduced volatility, together with tightening Agency yield spreads created a favorable environment that was broadly supportive of portfolio performance. The Longbridge segment had another excellent quarter with strong contributions from both originations and servicing. Origination profits were driven by higher origination volumes of Prop reverse mortgage loans, higher origination margins for HECM reverse mortgage loans, and net gains related to the prop loan securitization completed during the quarter. Meanwhile, base servicing net income, strong tail securitization executions, and a net gain on the HMBS MSR equivalent, primarily due to tighter HMBS yield spreads, drove the contribution from servicing. These gains were partially offset by a net unrealized loss on the retained tranches of Prop reverse securitizations due to faster prepayment speed assumptions, lower HPA projections, and higher applied discount rates. Turning now to portfolio changes during the quarter. Slide 7 shows an 11% increase in our adjusted long credit portfolio to $3.56 billion quarter-over-quarter. Our portfolios of non-QM loans, commercial mortgage bridge loans, other residential loans, and CLOs all expanded, as did our portfolio of retained non-QM RMBS in that case from the securitizations we executed during the quarter. These increases were partially offset by the impact of loans sold into securitizations, net sales of non-Agency RMBS, and the smaller residential transition loan portfolio, with principal paydowns in that portfolio exceeding new purchases. For our RTL, commercial mortgage bridge, and consumer loan portfolios, we received total principal paydowns of $352 million during the third quarter, which represented 21% of the combined fair value of those portfolios coming into the quarter. as those short-duration portfolios continue to return capital steadily. On Slide 8, you can see that our total long Agency RMBS portfolio decreased by 18% to $221 million due to net sales. Slide 9 illustrates that our Longbridge portfolio increased by a substantial 37% to $750 million, driven by a record quarter of Prop reverse mortgage loan originations, partially offset by the impact of a prop reverse securitization completed during the quarter. Please turn next to Slide 10 for a summary of our borrowings. At September 30, the total weighted average borrowing rate on recourse borrowings decreased by 8 basis points to 5.99% overall, with a notable 17 basis point decline on credit borrowings. Quarter-over-quarter, the net interest margin on our credit portfolio increased by 54 basis points, reflecting both that lower cost of funds as well as higher asset yields, while the NIM on Agency decreased slightly by 2 basis points. At September 30, our recourse debt-to-equity ratio was 1.8:1, up slightly from 1.7:1 as of June 30, while our overall debt-to-equity ratio was down slightly to 8.6:1 from 8.7:1. During the quarter, we improved financing terms on 2 Longbridge-related facilities. On September 30, we priced $400 million of 5-year senior unsecured notes at a fixed coupon of 7.3%, which was a 363 basis point spread to the 5-year U.S. treasury at the time. Consistent with our goal of staying neutral to the path of interest rates, upon pricing, we immediately swapped the fixed coupon to a floating rate, thus locking in that 363 basis point spread. The notes issuance closed in early October and will appear on our balance sheet beginning in the fourth quarter. As of October 31, nearly 20% of our recourse borrowings are unsecured. And of equal importance, the percentage of those borrowings subject to mark-to-market margining declined to 61% from 74% month-over-month. We expect our notes offering to increase our overall cost of funds by approximately 17 basis points. Keep in mind that this figure does not capture the expected accretive benefit of adding more assets at yields above the cost of this debt, as well as the release of capital reserves related to the repo paydown, which Larry will elaborate on later. In keeping with our mark-to-market philosophy, we'll elect the fair value option on these new unsecured notes as we have for our other notes and mark them to market through the income statement. As a result of this election, we expensed all associated deal costs in October rather than amortizing them over the life of the notes. At September 30, combined cash and unencumbered assets were about $1.2 billion, or about 2/3 of our total equity. Book value per share was $13.40, and economic return for the third quarter was 9.2% annualized. With that, I'll pass it over to Mark. Mark Tecotzky: Thanks, JR. This was an important quarter in EFC's evolution. As Larry mentioned, we continue to grow ADE, and we made our company more resilient. To be clear, repo financing markets have been functioning extremely well with both ample liquidity and competitive terms, but EFC's balance sheet is stronger when we diversify our funding sources and rely less on short-term repo. Our debt deal was a significant step in that direction, as were our 7 securitizations, where we replaced repo funding with non-mark-to-market debt. Our resiliency is also a function of the downside protections we put in place, including our credit hedges. While these hedges were a drag on returns this quarter, we continue to maintain them as an important safeguard, especially as some signs of potential cracks in the economy have surfaced. For example, there were 2 recent well-publicized bankruptcies in the corporate credit markets, and job formation has weakened substantially compared with earlier this year. These are the kinds of market risks that should they become more widespread, our credit hedges are designed to protect against. In addition, our focus on higher FICO, lower LTV loans, and our purchase activity further enhances the resilience of our portfolio. We continue to invest in proprietary technologies that enable our affiliate loan originators and other partners to originate and deliver loans more efficiently to us. Those technology investments are paying off through higher purchase volumes as we have greatly expanded the breadth of originators who sell loans to us. We're also optimistic about the potential for technology to both automate and improve many aspects of loan underwriting. These technology initiatives helped facilitate our 12% quarter-over-quarter portfolio growth, which was driven by the growth in our loan strategies and our ability to efficiently securitize our loans. With rates moving slightly lower, this trend should continue, if not accelerate. In addition to increasing our loan purchases, we are also expanding our reach. We have recently begun purchasing 2 particular types of loans that are eligible for purchase by Fannie Mae and Freddie Mac, but which instead have been increasingly purchased by private investors. We expect to launch a securitization of these loans in coming months. This agency-eligible mortgage space is particularly interesting as the current administration appears comfortable with private capital stepping into areas once dominated by the GSEs. This could be a unique moment and a potentially very large opportunity for EFC. Another current focus area for us is buying seasoned mortgage loans portfolio -- seasoned mortgage loan portfolios from banks. With rates lower and spreads tighter, many bank portfolios that used to be significantly underwater are now much less so, and this is enticing many banks to shed what they consider to be noncore assets. Since the start of the month -- since the start of the fourth quarter, we have seen more loan packages come to market from bank sellers. And so far, we have acquired 2 such packages. We think this could become a significant area of growth for us going forward. In general, we are following the same EFC playbook while expanding it. Our approach is to use proprietary sourcing models to buy a broad range of mortgage products, term out the financing through securitizations, and then retain in our portfolio high-yielding tranche investments along with potentially very valuable call options. We started doing this in 2017 with non-QM deals, then added second liens and Prop Reverse. And now we are in the market with an RTL deal and plan to securitize agency-eligible mortgages on the horizon as well. Meanwhile, as we expand the array of products that we're buying and securitizing, we're also providing affiliate loan originators more ways to make money by expanding the product sets that they can offer to their customers. The synergistic relationships helped drive our portfolio growth while also increasing our affiliate loan originators profits, which then further enhances our earnings and our book value per share through the equity stakes we hold in these originators. This playbook is the main driver of the strong ADE growth this year, especially with the significant contributions to ADE we've seen from both our retained tranches and our stakes in originators, including Longbridge, of course. The process of expanding our footprint in the securitization markets has itself become a virtuous cycle. We have built our EFMT securitization brand over the past 8 years, dating back to our first deal in 2017, and each new transaction and loan product further cements our stature in the market and builds our investor base, contributing to better execution levels. Looking ahead, we actually see a richer opportunity set than we did in the first half of the year. Loan volumes have increased with mortgage rates now more than 80 basis points lower than earlier in the year. With an expanding footprint in a larger market, our securitization volumes are up significantly. However, the overall credit backdrop has weakened. HPA has stalled, more consumers are under financial strain, and many corporations aren't just slowing their hiring, but are actively reducing headcount. We will continue to rely on a data-driven, model-based investment approach to pursue high returns while limiting downside risk. Now back to Larry. Laurence Penn: Thanks, Mark. To sum up, this was an excellent quarter for Ellington Financial on a number of fronts. We achieved earnings growth and meaningful portfolio expansion, and we marked a significant inflection point in evolving our financing base, all of which we think position us well for continued earnings strength and dividend coverage in the quarters ahead. I'm pleased to report that this momentum has continued into the fourth quarter with securitization activity remaining robust and origination volumes strong at Longbridge and at our non-QM loan originator affiliates, LendSure and American Heritage Lending. Of course, we've also been hard at work deploying the proceeds from our unsecured note issuance. We've used a chunk of the proceeds to grow the investment portfolio by more than 5% in October alone, and we've used most of the remainder of the proceeds to pay down repo as planned. Our ADE generation power is very strong. So it's good that we have some ADE to spare going into the fourth quarter, as we expect to experience a modest near-term drag on ADE as we deploy the proceeds from our notes issuance. But even after we deploy those proceeds, we expect to realize additional, more subtle benefits from our notes issuance over time, as I'll now explain. The first additional benefit is through increased capital efficiency, which is a byproduct of replacing mark-to-market financing like short-term repo with long-term non-mark-to-market financing. Specifically, and consistent with our disciplined risk management approach, we maintain extra cash and capital reserves against our repo and other mark-to-market facilities to guard against potential market shocks. We can reduce those reserves when we replace repo with long-term unsecured notes, which frees up capital that can be redeployed into higher-yielding assets, thereby further amplifying long-term earnings potential. As an aside, similar benefits apply to our securitization financings. The second additional benefit from our notes offering is a much longer-term benefit. We view our shift toward a greater proportion of long-term unsecured and securitization financing and a lesser proportion of shorter-term repo financing as a fundamental evolution of our capital structure. This shift is fortifying our balance sheet, enhancing risk management, and supporting earnings stability. Including our existing $263 million of unsecured notes, nearly 20% of our recourse borrowings are now unsecured as of October 31, and we intend to increase that proportion over time. And as this evolution progresses, we expect that we'll see upgrades in our credit ratings, which should enable us to issue more unsecured debt at even more attractive economic terms, setting off a virtuous cycle. As a result of these multifaceted dynamics, I believe that our unsecured notes program will enable us to both build a more resilient balance sheet and expand our earnings power. As always, our goal is to deliver durable, high-risk-adjusted returns to shareholders across market cycles. Looking ahead, with conservative leverage, ample liquidity from our recent unsecured notes issuance, and a steady pace of securitizations, we believe that Ellington Financial is well-positioned to continue delivering strong and sustainable dividend coverage. And with that, let's open the floor to Q&A. Operator, please go ahead. Operator: [Operator Instructions] We will go first to Crispin Love with Piper Sandler. Crispin Love: First, just on the loan originator platforms. started -- we've started to see a more conducive mortgage rate environment. Can you just discuss how this has changed valuations in your stakes and then overall operating performance, increased flow to Ellington? And then are there any other areas where you're looking to add capacity in other platforms or new platforms from an originator level? Laurence Penn: Okay. JR, do you want to talk about valuations sort of generally speaking, how we value, and how the recent tailwinds are helping valuations? JR Herlihy: Yes, sure. Thanks, Crispin. So the stakes are third-party valued twice a year, and then the other 2 times we adjust based on interim P&L. And the valuation providers are typically looking at, broadly speaking, 3 data points, kind of trailing earnings, forward earnings, and then multiples relative to the market. And so I think there are a few factors at play. There have been some publicized trades in the market at multiples to book, premiums to book. But at the same time, book value has built up because earnings have been so powerful. And in many of these cases, we're also getting distributions of those earnings. So we get to return cash and then redeploy it. And so I'd say that the strong earnings performance has reflected through higher book value, but it has also led to some more liquidity for these platforms and higher multiples. We have a table in our 10-Q where we go through the multiples of earnings that our valuations reflect, and they're not at the same levels as one particularly notable transaction that happened within the last couple of months. So at a premium to book, reflecting the earnings power of the platform, but not at the premium reflected in that transaction. So if that helps answer the question, I mean, earnings have driven book value, which has driven values, and just interim P&L is reflected in our mark-to-market as we capture the benefit of those earnings. Laurence Penn: Yes. And then in terms of new products, I think, right, Crispin, was that your question is are we looking at adding stakes in any new products? Is that right? Crispin Love: Yes, that's right. JR Herlihy: Yes. So Mark, I'm not aware of any new products. We are looking at potentially adding some additional servicing capacity in a small way. But no, I'm not -- Mark, are you aware of anything? Mark Tecotzky: Yes. I mean the one thing I would say, Crispin, is that you are starting to see adjustable-rate mortgages taking an increasing share of the new origination market. I think for some originators in the agency space, it's as much as 10%. And if I go back to the early days in talk in 2015, 2016, 2017, that product was 100% adjustable rate. It used to be all 7-year ARMs, right? So we are starting to see some demand for adjustable-rate mortgages. And part of that is a consequence of the steeper yield curve where you can offer a little bit lower rate on a 7-year ARM than you can on a fixed rate. So that's a new product. That's one thing that we've been working with some of our affiliates and some other originators with. Crispin Love: And Mark, I found your comments on buying loans from banks interesting. Can you just dig a little bit deeper on that opportunity? Is it primarily commercial real estate loans? Is there any resi in there? And then just what types of banks are you dealing with? Is it more community banks or are there larger ones as well? Mark Tecotzky: So the 2 transactions I referenced in the prepared remarks were both residential mortgage loans. One of them, it turns out was actually adjustable rates. So these were smaller banks. They weren't the big G-SIBs. And you have a lot of banks sitting on portfolios that they desperately want to restructure. It's, I think, more of an issue in -- it's more of a factor in the Agency MBS market, where you have a lot of banks still sitting on big portfolios of Fannie 2s, Fannie 2.5s, which have really been a drag on NIM. And I think it's kind of interesting that most of the M&A activity you've seen involving banks in the last couple of years, after each transaction, you've seen fairly large portfolio restructurings. So if M&A increases, I think it's going to lead to more activity from banks shedding loans they've held in portfolio for a while. And I just think the natural process of lower yields, a steeper yield curve, tighter credit spreads is lifting up the price of some loans on balance sheet to the point where the trade-off of taking a loss and getting to reorient the portfolio is palatable. So I look for more of that to continue should the rate environment stay where we are now. Operator: And we will move next to Bose George with KBW. Bose George: This is actually Frank on for Bose. First question is on credit. You touched on weaker consumer, a little softness in the labor market, and negative HPA. Can you just elaborate on maybe what you're seeing within your portfolio and where you're seeing the best allocation of capital today? Laurence Penn: Sure. So we -- yes, we have the new slide JR talked about, which directly shows the credit performance of what we're doing on the loan side in residential and commercial space. So what I would say is if you look at consumer spending and you really partition it as a function of income levels, the weakness is, by and large, at the bottom half -- the bottom 50% of income levels. And so you see it impacting subprime auto. You see it impacting lower FICO credit cards. You see it impacting portions of the FHA and VA portfolios, which tend to be lower credit quality than what you see from Fannie and Freddie. If you look at higher-end borrowers, that spending has been continuing and their credit performance, and that's really where we're focused, has been very strong. I also just -- I put in into the prepared remarks that comments that you've seen a pickup in the number of companies that are talking about layoffs. And now those layoffs, which some corporations have been talking about, that seems like that could be something that could impact some borrowers that are at higher wage levels. So right now, in terms of credit performance, everything has been performing well, and we made a lot of progress this year, I think, in working out some delinquencies we had in the small balance commercial portfolio. But I just wanted to put that comment in there because it is something that we are -- it's on our radar, and we're thinking about. JR Herlihy: Yes. And Mark, just to follow up on that, on Slide 15, I just want to reemphasize what JR said during the prepared remarks, which is that these are non-annualized. These are cumulative numbers. So our commercial mortgage loan business, bridge loan business, which goes back, gosh, 10 years at least, when you see 47 basis points of cumulative losses, that's over 10 years. So obviously, it would be anything on an annualized basis will be much smaller. On the resi side, again, 13 basis points goes back many, many, many years. So we're really pleased with this performance. As Mark says, we've been laser-focused on FICO, which has really helped us. And of course, in RTL, all our loans have personal guarantees. So we feel very good about where we stand. We did have a couple of loans that we talked about on some relatively recent earnings calls that on the small balance commercial space, one of them has been resolved. One of them is actually now going quite well towards resolving, I would say, later next year, but things are looking good. So we really feel good about where we stand. Bose George: Great. And then -- you guys had a strong ADE over the course of the past year. Do you see any maybe uptick in dividend level? And also, could you quantify the drag you mentioned on ADE in the fourth quarter? Laurence Penn: So in terms of the drag, we -- I think JR mentioned that our sort of overall cost of funds would all other things being equal from where we stand at around now be about 17 basis points, right, JR, higher. So yes, again, I mean, as I said, we really have some good ADE to spare coming in, if you will. We still, I think, believe that we're going to be able to continue to cover the dividend. I don't want to say -- I wouldn't say that we have any plans, certainly not have any plans to lower the dividend. And I think it's just at a level right now, 11 handle the yield. I think it's a good dividend. We just want to keep covering it and covering it as we have been. Operator: And we will move next to Trevor Cranston with Citizens JMP. Trevor Cranston: A follow-up question on your comments on sort of the general credit backdrop and credit performance. Looking at the credit hedge portfolio, it looks like the size of the hedge positions declined somewhat in 3Q. So I was wondering if you could just maybe provide some commentary on how you guys are thinking about the risk of sort of spread widening and how you guys are approaching the credit hedge part of the portfolio right now? Laurence Penn: Yes. The credit -- the drop in the credit hedge was, I would call it, a little more of a blip, if you will, as we were about to -- we literally priced that deal -- at December 31 at quarter end and then basically being a wash in cash we decided that on a short-term basis, we would lower that credit hedge, just right, obviously, our -- the credit hedge is there for a rainy day and for resiliency in a market shock and having basically all that cash coming in obviated the need for as much of a credit hedge. But -- so I do expect that to continue to increase as we deploy that cash, as we've talked about, into new high-yielding investments that are more correlated, obviously, to overall market risks. So I would view that as a little bit of a blip in terms of that big downward move there. Trevor Cranston: And then you talked about working towards deploying the capital from the debt issuance at the end of the quarter. Obviously, you guys have been able to do some issuance on the common equity side through the ATM plan as well. Should we think about the debt issuance sort of decreasing your appetite for common equity in the near term? Or is the sort of amount of issuance there small enough that it doesn't really move the needle enough to change things? Laurence Penn: Yes, we can deploy pretty quickly. I would like to note that our ATM issuance has been accretive. So I think that's really important. We certainly want to keep that up. But yes, exactly. I think that we did have a good quarter for ATM issuance. But we're just -- because of all the flow that we've talked about on the call previously, we are able to deploy capital quite quickly, generally speaking. We have so many different strategies that we can deploy into, and we pick and choose which ones look the best at any moment in time. So I would say that we don't really view them as alternatives, I would say, and additional ATM issuance is not only accretive nowadays, but it also helps our G&A ratios and things like that. So just a lot of good reasons to keep that going. Obviously, we don't want to -- we like to see our stock trading at a premium, and we don't want to do anything rash to potentially change that situation. JR Herlihy: Yes. And just to add on that, I mean, we mentioned that October, the portfolio was up more than 5%. We didn't quantify it exactly, but that's on a $4 billion base. So 5%, that's $200 million right there. We raised $400 million and mentioned we're using more than half to pay down repo. And we had 12% portfolio growth in Q3. So I guess the point is that, underscoring Larry's point that deployment and portfolio ramp has not been an issue for us in recent months. So -- and we did raise accretively in the ATM during the quarter relative -- net relative to where the book value per share settled at $30. Operator: And we'll move next to Timothy DeAgostino with B. Riley Securities. Timothy DeAgostino: On Longbridge and the proprietary reverse mortgage product, you had mentioned that it was like record volume origination. I was wondering, within that market, what does competition look like for you all? Laurence Penn: Yes, there's not much. In the prop space, in particular, there are HECM issuers that -- originators that are -- there are more of those, I guess, you could say. Longbridge overall is #2 in the space. But in terms of volumes, by some metrics, sometimes #1. But in prop, it's really -- there are 2 other competitors. One of them is a public company, one of them isn't. And I think the reason that it's, I think, harder for others to originate that product is that they don't have the kind of the capital base and the outlet for the product the way that we do in a kind of vertically integrated way where we have Ellen Financial to REIT that needs to put money to work. And we have the originator, obviously, that can originate the product for us. So -- and it's -- so it's definitely less competition in that space than in other spaces. And I think we're in a great competitive position. The fact that our securitization is going so well has meant that we've been able to actually offer better terms to borrowers because the securitization outlet has provided us better execution over the past several quarters. So that's translated into better rates for borrowers, which has translated into also higher volumes for us, right? We can offer better terms, so we can get higher volumes. So that's kind of what's been going on there. And hopefully, that will continue. Timothy DeAgostino: Okay. Great. Yes. And then just quickly flipping to the credit portfolio. Quarter-over-quarter, it seems like non-QM was the biggest piece, like had the most investment quarter-over-quarter. I was just wondering like what you're seeing in that market? And why do you like it so much? Laurence Penn: Mark? Mark Tecotzky: So non-QM, it's not a monolith, right? There's loans to investors. There's owner-occupied loans. There's a range of documentation types from full dock to bank statements and a few others. And I guess, we've been at the non-QM market since 2014. That's when we made our initial stake in our first portfolio company, LendSure. So over the past 11 years, we have spent a lot of time and effort building out our credit modeling, our prepayment modeling, our deepening the relationship between our originator affiliates where we own a portion of the company as well as others, I'd call just origination partners where we might not own a stake in them, but we have active dialogue on the underwriting guidelines. We have a team of people that are on the road basically every day, visiting originators, talking to underwriters, talking to appraisers, thinking of what are really best practices in terms of the process for originating loans. So we have really deep sort of native understanding of that market. And it's grown. You have seen Fannie and Freddie not expand their guidelines in some ways, constrict their guidelines. And you have -- I'd say it's 10% to 15% of the home-buying universe that are not served well by the GSEs. And that's really the core of non-QM. And I think a couple of things have happened for non-QM in the past year. So one is that you've seen a broad-based migration up in FICO, which we like. There's still been a lot of discipline on LTV. Most of what we do on a portfolio basis is below 70% LTV in aggregate. And you've seen significant securitization volumes spread this year. So the non-QM securitization market has grown a lot, and it's gotten more liquid and more commoditized, and it's attracted a bigger universe of investment-grade bond buyers. And that -- all those things together have worked in concert to tighten spreads. So the ability to buy loans that are well underwritten to higher FICO borrowers and then securitize them with tighter spreads, materially tighter spreads on the IG bonds than what you were looking at in a lot of '24, and to have more certainty of execution because there's more liquidity in the market has made it an asset class that we have scale to it. And it's leaving our portfolio with very attractive retained investments. And so it's really those 2 things. It's the volume, the scale, the underwriting discipline we brought to it, levered with these tighter investment-grade spreads that has made that sector very attractive to us. Operator: And we will move next to Eric Hagen with BTIG. Eric Hagen: We actually have a follow-up on the Longbridge portfolio. I mean when we think about the total upside potential in Longbridge, does it require more leverage to get to its target returns? And how do you think about the amount of leverage in that portfolio? And what's both objective and sustainable for leverage in that portfolio? Laurence Penn: So thanks. I don't think it requires more leverage. Well, first of all, part of -- most of Longbridge's -- and I'm not talking about the segment now, I'm just talking about the originator, right? Most of Longbridge's equity is in its servicing, right, especially tech and servicing portfolio. And that's just a very high-yielding return on that servicing without any leverage. So much higher yielding than forward servicing. So that's number one. And then in terms of the proper reverse loans, which is what ends up on our balance sheet, on EFC's balance sheet, both pre-securitization and post-securitization. Sure, while we're accumulating for securitization, there's going to be leverage there, right? But again, post-securitization, where we retain just the residual, if you will. It's -- again, doesn't really require -- doesn't require that. Now we do consolidate those. So from a consolidation perspective, right, you might see more leverage that way. But again, this is long-term non-mark-to-market locked in financing. So the way we look at it is we've just got a retained interest that's relatively small that doesn't require any additional leverage. So I don't think we're going to need more leverage there other than, obviously, as the origination volumes increase, you need more warehouse financing. But again, that's sort of more transient, if you will, transitory. Eric Hagen: Yes. Okay. That's really interesting. Going back to non-QM for a second here. I mean, what's your perspective on convexity risk in the space right now? I mean, to your very point, it feels like so much progress has been made among brokers and loan officers. The asset class is higher quality, more transparent, more liquid. At the same time, I mean, we wonder how it would respond to lower rates, even meaningfully lower rates, and your ability to kind of backfill that portfolio if rates were to fall. Eric, so I would say it was interesting. In the last remittance cycle, jumbo speeds increased a lot. You didn't see a similar increase in non-QM. But if you go back to 2020, 2021, we know non-QM loans are capable of very fast prepayment speeds, prepayment speeds in excess of 40 CPR, right? So this rate move has certainly put prepayments and understanding prepayments and valuing that front and center because when you do a securitization, what you're retaining a large portion of the investment is essentially sort of. So we hedge that risk. I also think this drop in rates is adding a lot of value to the call options, too, right? So you retain the ability to get loans at par that were 103 at origination, and then a rate move could be worth 105. So we keep the call options. That -- those thrive in a rate-down market. We have the excess spread piece, which has exposure to faster prepayment speeds. But understanding those prepayments, thoughtfully mitigating some of that prepayment risk through payment penalties, which probably 30% of the market has, that's really one of our core competencies, right? So whether it's understanding the servicing portfolio we took over from Ellington, whether it's understanding IOs or inverse IOs, understanding how borrowers, different types of borrowers respond to prepayment options, I think it's something that we're really good at. We spend a huge amount of time on it. And I think we have a lot of institutional knowledge. So you're exactly right, prepayment speeds are on the radar. I would say what does it do about portfolio size? I mean, typically, when you go through a refi wave, it's not as though the market shrinks. The market just -- borrowers are just exchanging an existing loan for a new loan. So I don't think it proposes -- I don't think it presents any challenges from staying invested. And a lot of times when you go through a refi wave, the market the size of the market actually grows because you have borrowers that if they refi, sometimes they're cashing out and they're replacing an older loan with a slightly bigger new loan. So I think we've been very focused on the prepayment risks of different loans and making sure that's properly hedged out and hedged out along the yield curve. But in terms of volumes, I think it would be a big uptick in volumes. I think it creates a lot of opportunity. JR Herlihy: Yes. And if I could just add one thing. So first of all, I want to point out that, as Mark said, I mean, we model this fanatically, right? So one of the things we do while we're warehousing those loans awaiting securitization, non-QM loans, right? They have negative convexity. Well, we are short -- to some degree, we're short TBAs against those loans as well as other interest rate hedging products, right? So we're short a negatively convex instrument against a negatively convexed instrument that were long. So that helps. And I think that also is something that I think we do rather uniquely in the space. The second thing I would say is that if you turn to Page 14, you can see that on an overall portfolio basis, so 14 of the presentation is our interest rate sensitivity analysis. And I think in the Q, we go out to 100 basis points as well. I mean you can see that when you look at the whole portfolio, even taking into account the fact that you've got prepayment risk on, as Mark said, what are a chunk of IOs that were long in our non-QM retained tranches, right? Even when you take all that into account, it's really very contained the negative convexity in the overall company. So again, on Page 14, you can see do we have some negative convexity? Yes. But you can see modest declines in equity for a 50 basis point drop or 50 basis point increase, but they're really quite modest. So again, this is something that we really model very, very closely based upon 30-plus years of experience. And we will move next to Doug Harter with UBS. It's actually Marissa on for Doug today. Just one for me, more broadly on the reverse mortgage space. How are current market conditions, notably the outlook for moderating HPA and the evolving regulatory environment, how are they impacting your outlook for the ongoing opportunity in the space? Laurence Penn: Sure. Okay. So on the regulatory front, there really is not much going on there in terms of -- there was some talk of actually some improvements, so-called HMBS 2.0, but that seems to be stalled. So there's really not much going on in the regulatory front. Now HPA definitely matters. And we do -- when we do prop reverse securitization, we are retaining the residual, if you will. And so we do have exposure to long-term HPA. I think we mentioned in the prepared remarks, that based upon some HPA stalling, we did adjust downward the mark on those retained pieces in the proper reverse mortgage securitizations. But again, it was quite contained that effect and offset by obviously a lot of other things going in the portfolio. So it's something that we keep a very close eye on. And it does -- it will impact the value of that portfolio. But you have to also have to remember, there's a lot of cushion there, right? The pro reverse mortgages are originated -- in fact, all reverse mortgage, right, originated at initial extremely low LTVs. So you're really not so much exposed to shorter-term HPA as you are to ultra-long-term HPA. I mean in the short term, you're talking about LTVs that are well below 50%, well below. Operator: That was our final question for today. We thank you for participating in the Ellington Financial Third Quarter 2025 Earnings Conference Call. You may disconnect your line at this time, and have a wonderful day.
Operator: Good day, and welcome, everyone, to the RB Global Third Quarter 2025 Earnings Conference Call. Today's conference is being recorded. [Operator Instructions] At this time, I would like to turn the conference over to Sameer Rathod. Please go ahead. Sameer Rathod: Hello, and good afternoon. Thank you for joining us today to discuss our Third Quarter results. Jim Kessler, our Chief Executive Officer; and Eric Guerin, our Chief Financial Officer, are on the call with me today. The following discussion will include forward-looking statements, including projections of future earnings, business and market trends. These statements should be considered in conjunction with the cautionary statements contained in our earnings release and periodic SEC report. On this call, we will also discuss certain non-GAAP financial measures. For the identification of non-GAAP financial measures, the most directly comparable GAAP financial measures and the applicable reconciliation of the 2, see our earnings release and periodic SEC reports. At this time, I would like to turn the call over to our CEO, Jim Kessler. Jim? James Kessler: Thanks, Sameer, and good afternoon to everyone joining the call. To begin, I want to acknowledge the disciplined execution and commitment of our teammates. Their performance underpins our ability to consistently overdeliver on our operational and financial commitments, while advancing our strategic priorities that position us for long-term shareholder value creation. Our disciplined execution was evident again in the quarter, with adjusted EBITDA increasing 16% on a 7% increase in gross transactional value. Starting with the automotive sector, our momentum continued and unit volume increasing by 9% year-over-year. This marks the third consecutive quarter we have outpaced the market, achieving solid year-over-year gains and market share. On the back of this robust performance, we are pleased to announce a significant expansion of our partnership with the U.S. General Services Administration or GSA, where we expect to provide disposition services to approximately 35,000 remarketed vehicles on an annualized run rate basis. We have just started receiving vehicles and expect to reach full run rate in the second quarter of 2026. Over the past 5 years, we have supported GSA with new vehicle marshaling, preparing and delivering vehicles for use, while providing care, custody and control of fleet returns across our national network. Under the new award, our scope extends to remarket and fleet return vehicles through our marketplace, creating a true end-to-end solution. For GSA, this eliminates redundant handoffs and third-party transport from our yards, delivering meaningful cost savings and operational simplicity. This competitive win underscores the strength of our platform and the unmatched value we deliver to our customers and partners. Specifically, we believe there are 3 key reasons we secured this new award: first, the breadth and depth of our marketplace and buyer base, which drives superior liquidity and pricing; second, the scale and proximity of our U.S. physical footprint enable an efficient one-stop service; and lastly, our proven execution and service quality built over 5 years of partnership with GSA. As we advance our strategy for remarketed vehicles, Vehicles that are not salvage, we continue to see a substantial organic growth run rate in our targeted market segment. The dynamics for this space remain favorable and our differentiated approach grounded in operational efficiency, partner alignment and ability to leverage our real estate positions us to capture incremental share. We are confident our strategy will continue to enable us to deepen engagement with existing partners, while expanding into adjacent opportunities that complement our core capabilities. I am proud to share that our teammates continue to over deliver on our commitments, consistently exceeding service level targets even as we scaled volumes in the quarter. This operational discipline translates into tangible P&L benefits for our partners, reinforcing the value proposition of our platform. On time tow and total performance remained exceptional at 99.7% and 99.8%, respectively, for the quarter, underscoring the strength of our process improvements and investments. We have also continued to drive meaningful progress in the sign-to-settle cycle times, which delivers 2 key benefits: first, our partners experienced a lower depreciation as assets move more quickly through the marketplace; second, we are able to process more vehicles per acre of space, by reducing the sign-to-settle cycle time through a combination of branch incentives, IAA loan payoff, total procurement and our virtual inspection platform, we have effectively added approximately 25% incremental capacity in our yards compared to pre-transaction levels. This incremental capacity positions us well to support future volume growth. On the demand side, we saw continued strength this quarter. Our active buyer base expanded, underscoring the resilience of our platform and the team's success in driving deeper engagement. We broadened our reach by adding a new market alliance partner in Central America and further optimize our multichannel auction format to enhance price discovery and support premium price realization. These actions are translated into measurable outcomes, gross returns or salvage values as a percentage of pre-accident cash value, continue to expand supported an approximately 2.5% increase in the U.S. insurance average selling price. Moving to the commercial construction and transportation sector, our growth strategy is playing out. Despite a complex and dynamic macroeconomic environment, we drove 14% year-over-year GTV growth, excluding the impact of the Yellow Corporation bankruptcy last year. We remain committed to investing in growth, while also enhancing operational efficiency. This includes optimizing our territory manager network, deploying targeted productivity initiatives across the organization and thoughtfully execute strategic M&A. I am pleased to announce that we have entered into a definitive agreement to acquire Smith Broughton Auctioneers, and Allied Equipment Sales for approximately $38 million. This strategic tuck-in acquisition strengthens our geographic footprint in Western Australia. This transaction brings on board a highly capable team of sales professionals with deep local relationships and market knowledge. This acquisition enhances our ability to serve customers in key verticals and aligns well with our broader growth strategy in the region. We currently expect this acquisition to close by year's end. At RB Global, we never stop working to become more efficient. And in the third quarter, we realigned the executive leadership team and cascaded out a new operating model to the entire organization. This new transformative operating model is designed to unlock sustainable growth and drive long-term value for our shareholders. Senior leaders are driving a culture of clarity, focus and speed, ensuring every team member is focused on what matters most. Increase in transactional volumes and delivering exceptional customer experiences that drive tangible value for our partners. Under this new model, RB Global's senior leadership teams will provide strategic oversight, efficient scaling and promote best practices with functional support teams at the enterprise level, essentially providing a shared service function. In addition, we will have 2 specialized, high-performing marketplace execution teams that will each set enterprise-wide vision, growth strategy and operational discipline, while empowering brand-specific go-to-market teams to drive execution tailored to their unique marketplaces. Keeping our go-to-market leadership close to customers and the verticals they operate in helps to maximize the speed and efficiency, which buyers and sellers can do business on our platforms, add value for our partners and position the company for a strong future. In addition to looking for strategic acquisitions, our disciplined approach to growth recognizes that strategic pruning is essential to sharpen our focus in simplifying the organization. We chose to divest DDI Technologies in the fourth quarter. The team acquired this asset with the goal of using DDI Technology to reduce operational cycle times. After a comprehensive review, we determined that it will be more efficient to divest DDI to a third party. We are confident that our operating model not only preserves RB Global's legacy, but also sets the stage for the next generation of growth, resilience and shareholder value creation. We expect that our new operating model would generate over $25 million in total run rate savings by the second quarter of 2026. Our vision permeates the organization, and we are committed to over delivering for our customers, partners and investors as we build the future. I will now pass the call to Eric to review the financials and provide an update to the outlook. Eric Guerin: Thanks, Jim. Total GTV increased by 7%. Automotive GTV increased by 6%, driven by a 9% increase in unit volumes, partially offset by a decline in the average price per vehicle sold. Unit volume growth was driven by year-over-year increases in market share across salvage and remarketed vehicles as well as by organic growth from existing partners. U.S. insurance ASP increased approximately 2.5%. However, the average price per lot sold declined in automotive, primarily because of a higher proportion of remarketed vehicles were transacted compared to the prior year. In the third quarter, the macro environment remained favorable for salvage volumes, primarily due to the persistent inflation gap between vehicle repair costs and used vehicle values. This dynamic continues to drive an increase in the total loss ratio with CCC Intelligent Solutions estimating the total loss frequency across all categories rose by nearly 70 basis points to 22.6%, up from 21.9% in the same period last year. TTV in the commercial construction and transportation sector increased by 9%, driven by a higher average price per lot sold, partially offset by a 15% decline in lot volumes. Excluding the impact of the Yellow Corporation bankruptcy, unit volumes would have increased approximately 2% year-over-year. The average price per lot sold increased primarily due to improvements in the asset mix. The favorable mix reflects a decline in lot volumes from the rental and transportation sectors, where assets typically carry lower average selling prices. As Jim noted, excluding the impact of the Yellow Corporation bankruptcy from the prior period, the increase in GTV for the commercial construction and transportation sector would have been approximately 14%. Moving to service revenue. Service revenue increased 8% on higher GTV and a higher service revenue take rate. The service revenue take rate increased approximately 20 basis points year-over-year to 21.7%, driven by a higher average buyer fee rate structure, partially offset by a lower average commission rate and declines in our marketplace services businesses. Moving to adjusted EBITDA. Adjusted EBITDA increased 16% on GTV growth, expansion in our service revenue take rate and a higher inventory return. Our team remains focused on managing our cost structure to maximize profit flow-through in alignment with our broader organizational realignment, we recognized approximately $10 million in restructuring charges during the quarter, primarily related to severance costs. Our commitment to efficiency and disciplined execution was once again evident in the third quarter, as adjusted EBITDA as a percentage of GTV expanded to 8.4%, up from 7.8% in the prior year. This margin improvement reflects the early impact of our transformation initiatives and underscores our ability to drive leverage in the model as we scale. Adjusted earnings per share in the third quarter increased by 31%, driven by a higher operating income, a lower net interest expense and a lower adjusted tax rate. Our adjusted and GAAP tax rates came in lower than previously guided because we were able to capture certain additional tax deductions on our 2024 U.S. federal tax return, which we recently filed and expect to do the same for 2025 and in the future. These additional deductions have been reflected in our full year rate. As we look ahead, we now expect full year 2025 gross transaction value growth to range between 0% and 1%, broadly in line with what we communicated last quarter. We are raising our full year 2025 adjusted EBITDA guidance range to $1.35 billion to $1.38 billion, reflecting continued operational discipline. Please note our guidance does not incorporate any contribution from cat-related GTV, given the unknowable nature of extreme weather events. Recall that cat volumes contributed approximately $169 million in automotive GTV in the fourth quarter of 2024, which will affect the year-over-year growth comparison when we report the fourth quarter. With that, let's open the call for questions. Operator: [Operator Instructions] We'll take our first question from Sabahat Khan at RBC Capital Markets. Sabahat Khan: Just I guess starting off with the last comments there by Eric Guerin, the full year guidance, can you maybe just give us the set up on how you view both segments heading into the tail end of the year? Obviously, good performance here in Q3 relative to what the Street was expecting. But just curious kind of some of the puts and takes that you're seeing into the tail end of this year that led to this nudge up in guidance. Eric Guerin: Yes. So actually, the guidance, we tightened the range on GTV. So we didn't nudge it up. If you recall last quarter, I said 0% to 3%, but guided to the lower end of the range. So with one quarter left, I've just tightened that range to 0% to 1% on GTV. Was that your question you were referring... Sameer Rathod: So it was more on the EBITDA side on just like relative -- the Street expectations, the magnitude of the guide up on EBITDA versus maybe the outperformance, yes. Sorry, just to clarify. Eric Guerin: Yes. Yes, thank you. On the EBITDA side, we had strong performance in Q3, but was in line with what we were expecting. However, we did outperform a little bit with the operating model that we put in place, as I described, we have some savings on a run rate basis, that will be $25 million, but we do have some savings that will occur in the fourth quarter of this year, and I've incorporated some of that savings into the guide that I just described in my prepared remarks. Sameer Rathod: Great. And then just for my follow-up, I guess you can maybe shed some color on this agreement with the GSA. I guess it looks like from your material about 35,000 vehicle addition. Maybe if you can just walk us through what were you doing for them before sort of on the vehicle front on volume? And then should we assume the economics on these remarketed vehicles are similar to what you would collect on 35,000 vehicles if these were added on the salvage side. James Kessler: Yes. I'll start the conversation then pass to Eric to jump in. So I think as I mentioned in my comments, kind of think about we would take care of custody controls. So when they needed a car delivered it would show up to our site, we would get the car ready kind of think basic marshaling type of activities to make sure, it had a title, is ready to go, is clean. What this really adds to us is the disposition service that we were not doing for them. So we're really excited about to have the whole package in this agreement. And from the financial standpoint, I will pass it to Eric. Eric Guerin: Yes. So on the financial side, the model is a little bit different. But what I can say is that the ASPs will be accretive to our ASPs in the salvage space. There are some other services to Jim's comment that we'll be providing that will be revenue generating, but it's a little bit different model than the salvage model. Operator: We'll take our next question from Steve Hansen at Raymond James. Steven Hansen: Another small strategic tuck-in here in Western Australia, which is encouraging. That marks sort of the second acquisition you made in the space here in the recent year or so. What is the -- just maybe if you could just clarify on exactly what you're getting out of this deal, are there some additional white space specifically about that market that's the most appealing. And then more broadly is how do you view the broader landscape in other jurisdictions or even in the same jurisdictions here from a pipeline perspective. James Kessler: First, I'll start. Really excited about what the pipeline opportunity is across the globe here in the U.S. and international. We've been doing business in Canada for a long period of time, but we've been really more on the eastern side of Australia. So for us, this opens up the Western part of Australia, which gets us really excited. So more of a geography type of play as we think about being able to service all of Australia. And the team that we pick up, we're really excited about. They match really well from a culture standpoint of how Ritchie Bros. operates in Australia. So it really gives us the chance to service all of Australia instead of the eastern part of the business. Steven Hansen: That's very helpful. And just to follow up on some of the earlier commentary about volume and market share, particularly on the auto side. How do you feel about that opportunity for market share gains going forward. I think we've all been talking about and looking for evidence around that market share gain pattern, your reported results seems just that. But from a contract standpoint, do you have anything that you're working on and/or that you see visibility on that would help you grow domestic market share further or faster? Or should we just wait and see as a result, sort of trickle through? I mean what can you tell us at this point? James Kessler: Look, I'm going to go back to comments that I've probably said each quarter when the same question has come up. Our focus is really on what we can control. And what we can control is how we perform, and hopefully, you can see from the SLAs that I mentioned in my comments, when you're performing at this high 99% compliance level I believe the industry is noticing it. I believe the industry is appreciating and what we're bringing to the table. So it makes me very optimistic about what our future is, but we're not going to get into any kind of deals that aren't done or things that we can't talk about at this point. But based on our performance, we're really optimistic and we're really excited to compete in the space. Operator: Next, we'll move to Krista Friesen at CIBC. Krista Friesen: Maybe just back on the GTV growth. Pretty solid growth in the CC&T division. I appreciate some of this is likely due to J.M. Wood. But I was just wondering if you can break it down a bit more for us or quantify what was J.M. Wood versus organic? James Kessler: Yes. I'll pass this over to Eric. Eric Guerin: Yes. So on GTV, J.M. Wood actually does go across CC&T and a little bit in automotive. So I can tell you at a high level to our overall growth, it was about a 2% tailwind to our overall GTV. Krista Friesen: Okay. Great. And then maybe just on the geographic split, it looks like Canada and International continue to kind of be the drivers here. Is that changing at all as we get into Q4 here? Or are you hearing any changes from your customers in the U.S.? James Kessler: Yes. I'm not sure of the comment between Canada and International that you're referencing, but we saw growth across all the areas that we've done business in. Operator: [Operator Instructions] We'll go next to Craig Kennison at Baird. Craig Kennison: Eric, could I ask you just to explain the motivation behind narrowing that range in Q4? Obviously, you have one quarter left, but you took the top end down. Any factors that played a role in a slightly more conservative outlook? Eric Guerin: Yes. As we got through the third quarter, again, if you remember on Q2, I had a good indication of what the forecast looked like, but we could have had some additional movement in the back half of the year. And that's why I did keep the range at 0% to 3%, but indicated towards the lower end. And now with pretty much 3 months left in the year now, in fact, 2 months left in the year, I wanted to make sure I could provide a more pointed guide, and that's why I tightened the range to 0% to 1%. James Kessler: Yes. And Craig, just one thing I would add to Eric's comment is just as a reminder, last fourth quarter, we had a significant cat event that flew through to GTV. And I think Eric has shared what that number is. And at this point, we know the likelihood of any cat event happening and to help offset that isn't going to happen, unless something odd happens historically, that hasn't happened before. So kind of just keep that in mind as you think about looking at the numbers as we tighten the range, we are going up against a significant onetime event that happened last year that's not going to happen this year. Craig Kennison: Yes. And then as a follow-up, a bigger picture question on your automotive business. I recognize it's primarily a salvage based business, but we're getting a lot of calls from clients and investors who are more concerned about the adjacent used car space and that ecosystem. There have been some disappointments there and some subprime credit issues as well. Just can you clarify for all of us on the call, to what extent you're even exposed to any of those concerns on, I would say, that non-salvage whole car ecosystem? James Kessler: Yes. Just as a reminder, when we talk about our whole car business, again, think about cars that are whole cars, but are slightly damaged. It's very complementary to the salvage business and the buyer base that we have. And we're not really upstream in cars over a significant dollar amount like $15,000 and above. So we really have no exposure. We're really more into cars that I would call the whole cars, but slightly damaged is the majority of where we play. So think about a car that's less than $5,000 in that range. So we don't have any of the exposure. And anything that we go upstream is sort of like the GSA contract where you're -- there's a normal cycle of cars that come in, you're not dependent on the broader economic environment. Sameer Rathod: And Craig, I'd also add that on our whole car space, we do benefit a little bit from sub-prime because we do have a repossession business. So it's not necessarily a direct negative is what I would say. Operator: We'll go next to Gary Prestopino at Barrington. Gary Prestopino: Yes. Just a couple of questions here. I just want to be clear, this GSA contract is for whole cars, not any damaged cars. Are they really cars that are -- have got heavy mileage, heavy usage on and that it would appeal to your buyer base? James Kessler: Correct. These cars are going to go through a life cycle for and the people using the cars, right, which then at the end of the day would be cars that our buyer base would be very interested in. Gary Prestopino: So would they be more or less buy here, pay here dealers or exported overseas? James Kessler: I think it's a combination. I don't think we're going to get into specific of who's going to buy cars, but it will be a combination. Gary Prestopino: Okay. And then just any comments on the yellow iron sector. We really make too many comments on that on your narrative. Are you still seeing signers holding on to their equipment? James Kessler: Look, I think the way I would say, and I'll pass it over to Sameer or Eric to jump in. I think we're still in an uncertain period of time where with tariffs every time you turn around, something else is being said and something is being stopped and going with steel, everything like that. I would also just say interest rates and what's going to happen as the Fed made their comments that they're not sure about that there's going to be another cut. Any of those things from an uncertain period of time just creates uncertainty and I think our partners are trying to figure it out. And again, what we stay focused on, on this side is I think we're in a great spot when the dam kind of opens up and disposition services need to happen. But again, what we're trying to do is add value to our partners to make sure we're able to help them get value in their P&L and get them the recovery they need when they need it. Operator: And we'll take a follow-up from Steven Hansen at Raymond James. Steven Hansen: I just want to go back to the new operating model, just quickly, if I may. And I think you've articulated $25 million in run rate savings by the second quarter '26. It sounds like the line of sight on that savings is pretty clear, but just maybe any comments around sort of the pace of the rollout and what ultimately -- what milestones you'd be looking for to make sure you hit that $25 million mark and whether there's potential upside? James Kessler: So what I would just say real quick about the operating model just to make sure we're clear. This was not a cost cutting exercise that, that came out of the model. The model was really making sure role clarity focus for the organization. And as the company grows through acquisition, unfortunately, you create certain layers in the company that you might not need as you operate more efficiently and get clarity and focus. So for us, this wasn't just a cost cutting exercise, it was -- we want to be efficient. We want to create clarity. We want to create focus on the organization. And the one thing that was important for me is at some departments, we would have 8 levels of management in the organization and we really got that down to 4 or 5. So we have a good line of sight when we talk about numbers of transition periods who rolls off, when they roll off, all that kind of stuff. But again, this was not about that. And we do -- we would have plans as we think about what do we want to invest in and create a better return, all that kind of stuff, and I'll pass, if Eric wants to add any other color to my comments. Eric Guerin: Yes. I think to Jim's point, we have full line of sight to the $25 million. It started obviously at the top with Jim's leadership team, and we continue to roll the operating model through the full organization. And again, it's not about cost reduction. It's about how do we get closer to the customer and make sure we are meeting our expectations and our partners' expectations. Steven Hansen: Very helpful. And one last one, if I squeeze it in. Just Jim, back on your M&A commentary referencing the global landscape. I think in the past, you've referenced the appeal of some of the specialty narrower auctions and [ again ] has been raised in the past. Are those still avenues that you would like to pursue? Or is it going to be more of the J.M. Woods of the world and the latest one that we've seen here in Western Australia. James Kessler: No. I think there's 2 things that we're very interested in. One is a geography if that helps us fill out where we're currently doing business. But we definitely still like anyone that adds a vertical and expertise that we can take and scale across our network. So I would say they are the 2 things as we think about opportunities that kind of fit the profile of something that we would look at. Operator: And that concludes our Q&A session. I will now turn the conference back over to Jim Kessler for closing remarks. James Kessler: Thank you so much. In closing, I would like to thank the incredible RB Global team worldwide. The disciplined execution, hard work and dedication of our teammates continue to drive our strong performance and fuel the momentum we have in our business. I'm excited about the opportunities we have ahead of us and look forward to continue to over deliver on our commitments, while advancing our strategic priorities that position us for long-term shareholder value creation. Thank you for your continued support and interest in RB Global, and we look forward to talking to you next time. Thank you. Operator: This concludes today's conference call. Thank you for your participation. You may now disconnect.
Operator: Good afternoon, and welcome to A-Mark Precious Metals Conference Call for the fiscal first quarter ended September 30, 2025. My name is Kelly, and I will be your operator for this afternoon. Before this call, A-Mark issued its results for the fiscal first quarter 2026 in a press release, which is available in the Investor Relations section of the company's website at www.amark.com. You can find the link to the Investor Relations section at the top of the homepage. Joining us for today's call are A-Mark's CEO, Greg Roberts; and CFO, Cary Dickson. Following their remarks, we will open the call to your questions. Then before we conclude the call, I'll provide the necessary cautions regarding the forward-looking statements made by management during this call. I would like to remind everyone that this call is being recorded and will be made available for replay via a link available in the Investor Relations section of A-Mark's website. Now I would like to turn the call over to A-Mark's CEO, Mr. Greg Roberts. Sir, please proceed. Gregory Roberts: Thank you, Kelly, and good afternoon, everyone. Thanks for joining the call today. Today is an exciting day for A-Mark. As you may have seen in our press releases, we announced today the acquisition of Monex Deposit Company and our upcoming rebrand and relisting to gold.com. I'll touch on both before getting into the quarter. Monex is one of the nation's largest direct-to-consumer or DTC precious metals dealers. Since its founding in 1987, Monex has facilitated billions of dollars in transactions and built a full-service platform offering bullion and coin products. The business also includes a sizable secure storage offering, which now exceeds $630 million in assets under custody. I've known and worked with the Carabini family throughout my career, and we're excited to welcome Michael and his team under the A-Mark gold.com umbrella. This acquisition strengthens our DTC presence by leveraging Monex' well-established brand, reputation and loyal customer base. We also expect operational synergies that will enhance and streamline both organizations. Turning to our decision to rebrand and transfer our listing. We began laying the groundwork several years ago when JM Bullion acquired the gold.com domain. Once the GOLD ticker became available on the New York Stock Exchange, the timing was right to make the change. Gold.com embodies who we are as we strengthen our category leadership and help shape the future of precious metals, numismatics and other collectibles. This name change marks the first step in positioning us for continued long-term success, enhancing operational excellence and delivering value to customers, partners and shareholders. Investor interest in gold and silver has grown in recent years. And as we expand into adjacent categories such as wine, sports cards and other collectibles, now is the right time to modernize our corporate identity and how these assets are bought, sold and managed. While gold.com will serve as the corporate brand, our Wholesale Sales & Ancillary Services segment will continue to operate under the A-Mark name and brand. Our direct-to-consumer segments will continue to go to market through the portfolio of trusted brands and channels, including JM Bullion and Stack's Bowers, Collateral Finance, Goldline and will also retain their names. We're excited about this next chapter and look forward to the official exchange transfer on December 2. Now on to our quarter. Our results demonstrate the resiliency of our fully integrated platform and the early benefits of our recent acquisitions. While July and particularly August were marked by subdued demand and historically tight premium spreads, conditions improved meaningfully after Labor Day. For the quarter, we delivered $72.9 million in gross profit. This performance reflects the late quarter shift in consumer demand, combined with strong auction results from our recently acquired Stacks Bowers galleries. In September and October, we experienced a welcome increase in demand and expanded premium spreads. We have benefited from our strong balance sheet and our ability to manage our inventory levels to satisfy this increased demand. The ability to quickly ramp up production at both of our mints has proved to be timely as we have been moving through the second quarter. Although spot prices have come off all-time highs in the last two weeks, we are well positioned to take advantage of a continuation of elevated demand environment. Operationally, our investment in AMGL over the past several quarters has paid off as we integrate our recent acquisitions. This quarter, we successfully consolidated Pinehurst's operations, inventory and shipping with AMGL and have automated those initiatives. We're also continuing to rightsize AMS, and we expect additional savings as we centralize operations and capture further economies of scale. Internationally, our move to Asia with LPM has delivered sizable contributions this quarter. We believe the traction in the business is a strong indicator of what's ahead. Our fully integrated platform positions us to succeed across market environments. With that, I will turn the call over to our CFO, Cary Dickson, for a detailed financial review and to walk through our key operating metrics. Afterwards, I will return with additional comments on our business growth strategy for the coming fiscal year as well as take your questions. Cary? Cary Dickson: Thank you, Greg, and good afternoon to everybody. Our revenues for Q1 fiscal '26 increased 36% to $3.68 billion from $2.72 billion in Q1 of last year. Excluding an increase of $561 million of forward sales, our revenues increased $404 million or 27.6%, which was due to an increase in gold ounces sold and higher average selling prices of gold and silver, partially offset by a decrease in silver ounces sold. Revenues also increased due to the acquisitions of SGI, Pinehurst and AMS in the last two quarters of fiscal '25. Gross profit for Q1 fiscal '26 increased 68% to $72.9 million or 1.98% of revenue from $43.4 million or 1.6% of revenue in Q1 of last year. The increase was primarily due to higher gross profits earned by both the wholesale sale and ancillary services and direct-to-consumer segments, including the acquisitions of SGI, Pinehurst and AMS, which were not included in the same year ago quarter, partially offset by lower trading profits. SG&A expenses for Q1 fiscal '26 increased 125% to $59.8 million from $26.6 million in Q1 of last year. The overall increase is primarily due to increases in compensation expense of $19.5 million, advertising costs of $5.2 million, consulting and professional fees of $4.1 million, facilities expenses of $1.3 million and bank and service credit fees of $1.2 million. SG&A expenses for the three months ended September 30, '25, included expenses incurred by SGI, Pinehurst and AMS, which were not included in the same year ago period as they were not consolidated subsidiaries, and we have not acquired them yet. Depreciation and amortization for Q1 of '26 increased 61% to $7.6 million from $4.7 million in Q1. The increase was primarily due to an increase in amortization expense resulting from the increase in step-up of our intangible assets through the acquisitions that we've been talking about. Interest income for Q1 fiscal '26 decreased 21% to $5.6 million from $7.1 million in Q1 of last year. The decrease is primarily due to a decrease in other finance product income of $1 million and a decrease in interest income earned by our Secured Lending segment of $0.5 million. Interest expense for Q1 fiscal '26 increased 26% to $12.6 million from $10 million in Q1 of last year. The increase in interest expense is primarily due to an increase of $1.3 million related to precious metal leases, an increase of $0.6 million associated with our trading credit facility, an increase of $0.5 million related to product financing arrangements. Earnings from equity method investments of Q1 fiscal '26 decreased 257% to a loss of $0.9 million from earnings of $0.6 million profit in Q1 of last year. The decrease is due to decreased earnings from our equity method investees. Net loss attributable to the company for the first quarter of fiscal '26 totaled $0.9 million or $0.04 per diluted share. This compares to net income attributable to the company of $9 million or $0.37 per diluted share in Q1 of last year. Adjusted net income before provision for income taxes, a non-GAAP financial performance measure, which excludes depreciation, amortization, acquisition costs and contingent consideration fair value adjustments for Q1 '26 totaled $4.9 million, a decrease of 67% compared to $14.8 million in the same year ago quarter. EBITDA, a non-GAAP liquidity measure for Q1 fiscal '26 totaled $14.3 million, a 20% decrease compared to $17.8 million in the same quarter last year. Turning to our balance sheet. As of September 30, we had $89.2 million in cash compared to $77.7 million at the end of fiscal '25. Our nonrestricted inventories totaled $846.1 million as of September 30 compared to $794 million at the end of fiscal '25. That completes my financial summary. Now looking at our key operating metrics for the first fiscal quarter of '26. We sold 439,000 ounces of gold in Q1 fiscal '26, which was up 10% from Q1 of last year and up 27% from the prior quarter. We sold 10.4 million ounces of silver in Q1 fiscal '26, which was down 49% from Q1 of last year and down 34% from the prior quarter. The number of new customers in our DTC segment, which is defined as those who registered, set up a new account or made a purchase for the first time during the period was 69,400 in Q1 fiscal '26, which was up 25% from Q1 of last year and decreased 36% from last quarter. The number of total customers in our direct-to-consumer segment at the end of the first quarter was approximately $4.3 million, a 37% increase from the prior year. This year-over-year increase in total customers is predominantly due to the acquisitions of SGI, Pinehurst and AMS as well as organic growth of our JMB customer base. Finally, the number of secured loans at the end of September totaled 424, a decrease of 5% from June 30, '25, and a decrease of 25% from September 30, '24. Our secured loans receivable balance at the end of September was $103.6 million, a 10% increase from June 30, '25, and a 2% increase from September 30, '24. That concludes my prepared remarks. I'll now turn it back over to Greg for closing remarks. Gregory Roberts: Thank you, Cary. We've seen the momentum that began late in the first quarter carry into our second quarter, and we're cautiously optimistic about the year ahead. With the addition of Monex and our recent acquisitions, we're now better positioned to perform across all market environments and to capitalize on periods of heightened volatility. As we prepare for our transition to gold.com next month, this milestone underscores our vision to build the most trusted and globally recognized precious metals platform. Backed by the strength of our core business, the power of our integrated model and the momentum from our recent acquisitions, we have a solid foundation for sustained growth and profitable -- sustained and profitable growth. We remain confident in our long-term trajectory and our ability to create lasting value for our shareholders. That concludes my remarks. Operator, we can now open the line for questions. Operator: [Operator Instructions] Your first question is coming from Thomas Forte with Maxim Group. Thomas Forte: Yes. So Greg, congrats on all the advancements and the rebrand to gold.com. One question, one follow-up, and then I might get back in the queue. I wanted to ask you, Greg, for your current thoughts on strategic M&A. You've had a lot of transactions over the last 12 to 18 months. What's your current appetite for additional deals? And how should we think about areas of focus, domestic versus international, DTC and I guess, precious metals versus other collectibles. The recent examples have been wine and numismatics. Gregory Roberts: Yes. As always, I think this question, I answer it the same way. We're always looking at opportunities, always looking at pieces that we think fit in the overall goals and where we want to be going forward. We've digested, and we've digested the acquisitions we did earlier in the year. The team has done a great job getting those in a position where we can now start to see the benefits from the acquisitions. On the rare coin side, which generally has some correlation to precious metals prices from a buyer behavior perspective, we accomplished one of the largest auctions that Stack's Bowers has had in history in August and September. So we've seen great strength there. As we look for other opportunities, we're always open and always looking at ways to expand. I think we've done a lot in Asia over the last 24 months, and we're definitely seeing the benefits of those acquisitions pay off today. We have a great partner in Atkinsons in the U.K. Their business has been very strong over the last 24 months, and we would love to help Atkinsons grow in the U.K. As it relates to other geographical areas, there's nothing at the moment that is a must-have, I believe, for us, although we're -- if we see something we like, we'll talk about it. The Monex transaction is something that I've worked on for many quarters now, a company that has been a customer, the counterparty of A-Mark for over 25 years. They have a great model, a great customer base, and most importantly, management, the Carabini family are -- and others there are just great assets that we're bringing into the A-Mark fold. So we want to get that deal closed. We want to continue to look for synergies. As we've grown, as you can see from the numbers, our SG&A has grown, a lot of it having to do with new employees through the acquisitions. Our finance costs are up. A lot of that having to do with headwinds related to the precious metals financing overall macro business as well as we're financing the same amount of ounces at much higher spot prices right now. So I think our appetite is still there, and we'll continue to look for deals that we believe are accretive to the business. Thomas Forte: And then for my follow-up, and then I might get back in the queue. I really appreciate your thoughts on stablecoins and gold demand. So I think there's been a long-time debate or had been a long-time debate on kind of gold versus Bitcoin, and I see this as an example of gold and crypto. So I would appreciate your thoughts on stablecoins and gold demand. Gregory Roberts: I mean the gold demand has been incredible over the last 9 to 12 months, and it's reflected in the performance of the spot prices. And you have throughout the beginning of the year and most of last year, you had strong central bank buying. And I've talked about this before. China has been buying large quantities of gold for at least the last three or four years. And that demand has trickled down to other governments. I think you could look towards India, you could look towards Russia, you could look towards other countries that are kind of on the anti-dollar trade right now. And whether it be redeploying assets from maturing treasuries or just reallocation, you've seen central banks really leading. And to move the spot price of gold as much as it has moved, it's a very large amount of dollars that move that price. I think that throughout July and August, the spot prices continued to rise. And in the U.S., the domestic consumer, as I have talked about before, the domestic consumer was not really motivated by the higher spot prices. In fact, as we talked about last quarter, A-Mark was a terminal point of liquidity for a lot of people selling and taking profits at the spot prices. As I mentioned before and in the press release, we have seen a welcome change in September and October, where it does appear that there has been a lot of publicity. I think Goldman came out with something. Others have said the same that U.S. citizens should have a higher percentage of their investable assets in gold and silver, and we have definitely seen an uptick in September and October, and we have got back to a situation where there's been some tight supply on certain products and our premiums have finally started to grow a little bit. I think at JM Bullion in September and October premiums have probably gone up about 20% since August. And so that has been a shift in kind of what's going on in the gold market. And then finally, I think starting in October, we did see an increased demand for silver as silver got over $50. So I think our customers have taken a little breather the last week as spot prices have come off a little bit. But I think the major shift in what we saw in September and October were as gold and silver made new highs, we saw a shift in demand from our customers. So that was welcome and we hope it continues. Operator: Your next question is coming from Mike Baker with D.A. Davidson. Michael Baker: So you just sort of touched on it, but I was going to ask you, what's changed because in the past and even last year, when we saw really high prices, you didn't see the demand. In fact, as you said, you were providing liquidity. I guess you just sort of -- I was going to ask what has changed this time, but you sort of answered that. So I guess I'll pivot my question. How sustainable is this change? You said your customers have taken a bit of a breather in the last week, and we're not going to look at things on a week-to-week basis. I get that. But how sustainable is the better trends that you've seen in September and October? Is it that everyone sort of emptied out their closet of the gold they have. And so now there's no more selling to you and it's much more buying. Is that sustainable? And if you could, just take the last two months and what's sort of the run rate of the profitability of this business now relative to where you just finished? Gregory Roberts: Yes. I think as it relates to whether or not it's sustainable or not, I mean we've had extreme, extreme volatility and behavior of our customers -- it changes fairly regularly. Like I said, July and August were particularly August were about as slow as I have seen our business, which is, for the most part, reflective in our performance. I think that we had a great rebound in September and made up for a very slow period as well as extreme volatility and some extreme increases in financing costs in July and August. We continue to have a very volatile and erratic market as it relates to gold leases and repo, which are gold and silver leases and repo rates, which are a big component of how we finance our business. Those rates have been very volatile. The market has flipped a bit into backwardation, which is never great for us because we're short the market and we have a very big short book. So, in July and August, we did face some headwinds. As it relates to why the customer base in our DTC segment decided after Labor Day to change their behavior or their attitude, I don't have a single reason for that. I mean I do a lot of research. We do a lot of looking at behavior, look at macroeconomic issues. Certainly, I think the continued back and forth trade war with China was a big issue. I think the government shutdown has likely in its first few weeks, probably woke up a number of our customers to what's going to happen. Now the shutdown has become like just ho hum every day, we're shut down and who knows what's going to happen. And China has temporarily seems to have calmed down a little bit. So I think there are some macro things that have affected us. I think throughout October, there was a lot of focus in mainstream media on precious metals, rare earth metals, gold and silver. And I think the awareness was just higher than we have seen it since probably the Silicon Valley Bank crisis. We didn't -- unlike Silicon Valley Bank, we didn't get the feeling that our customers were fleeing to safety or looking for a place to put cash. It felt for the first time that there was a bit of FOMO related to the record spot prices. And so if that's the case, spot prices are down 8% from where they were a few weeks ago. We'll have to see whether that slows the behavior or whether or not our customers decide to buy the dip. As it relates to run rate, as it relates to how we're looking this quarter, I've gone about as far as I'm going to go saying with October being very strong on the heels of September. And we'll continue to update you on how we see the markets performing and how we're able to take advantage of it. Michael Baker: Fair enough. Thanks for the detail. If I could ask one more. Just about the expenses, we get that expenses are higher because of all the acquisitions that you've made. But at some point, the acquisitions make sense in that they drive higher sales, higher gross profit and you leverage the expenses just that EBITDA is -- goes up. Presumably, that's the outcome at some point. So any idea of when you start to sort of synergize some of these expenses or when that starts to show up a little bit more in the P&L such that EBITDA is increasing in line with the gross profit dollar increase? Gregory Roberts: Yes. I mean I think $73 million of gross profit in the quarter and almost $14 million in EBITDA, I was very satisfied with that for what we were experiencing as it relates to just the amount of ounces we were selling and the other factors I've already talked about. The company is digesting the acquisitions. My strategy is generally we try to buy great businesses with great management and we let them manage their businesses. At the same time, from a corporate standpoint, we are looking for redundancies, and we're looking for places to be more efficient. We don't want to keep spending more money on an apples-to-apples comparison. We want our expenses to go down, and we want our profits to go up. So that's something we're focused on. We are very, very focused last quarter and this quarter on ways that we can integrate ways we can reduce redundancy, ways we can relocate some of the employees and relocate some of the operations that have been run in remote locations to our Vegas facility. As we announced with this rebranding, we are going to be closing our offices in El Segundo, and we're going to be moving -- employees are going to be moving either to the new corporate offices in Orange County that are where Stack's has been located or they -- some employees are moving to Santa Monica where Goldline is located. So we are we do have a process that we're going through. And I think that the goal for us is are we reducing costs on an apples-to-apples basis? Are our costs efficient and moving in the right direction absent the acquisitions? And then total, as we get into quarters-over-quarters, are we able to be more efficient and deal with lower expenses across all the businesses. But at the moment, I thought based on how July and August started, I thought we got a lot out of the quarter. I think that the flipping of the switch for whatever reasons, some of it we've talked about, the customer base in our DTC business has really just they woke up and the business that profits we've been able to generate in that segment have been great in September, October. And we have also worked through a lot of inventory that we've been able to monetize and reposition at the A-Mark trading corporate level. And we're hoping that we see at the wholesale level, a drying up of excess supply and that A-Mark is going to reestablish itself as the go-to when you want to buy something and you need product at a wholesale level, not just when you're looking for liquidity to sell stuff to A-Mark. So these things for the last 60 days have been going in the right direction. So we'll try to continue that. Operator: [Operator Instructions] Your next question is coming from Andrew Scutt with ROTH Capital. Andrew Scutt: Congratulations on the announcements. First one for me, you guys kind of historically have done acquisitions, I guess, I would call them in piecemeal. And you did talk about the long-standing relationship with Monex, but was there any other factors that went in the decision to do this in one full swoop? Gregory Roberts: Yes. Like I said, this is a transaction I've been working on with Michael for a couple of years now, and it took -- the stars have aligned, and we felt this was a deal we wanted to go in 100%. And Michael was enthusiastic about taking some A-Mark's stock and being part of the A-Mark family as well as we were able to structure an earn-out that gave both sides some opportunities as it relates to whether or not the Monex businesses can grow and whether they can continue to perform or if it takes a little bit longer. So I think the structure of the deal and the willingness of both sides to make the move, it just fit for this transaction. It wasn't a transaction, I think, where either side really wanted to start with a 10% or 20% or 40% stake in the company. I think -- I know the business very well. I've been looking and diligencing the business for a long time. The business is very important to moving forward in what we're trying to accomplish. There is some -- it's a different model most of the customers store their metal and hold their metal in storage and are much more frequent traders of gold and silver as opposed to a cash and carry and take possession of the metal. So it's a little different model, but I believe it's got enough uncorrelation to it that in viewing it, particularly the last nine months, it felt that to me that this was a great move for us because I think we have a customer base that's a little bit different motivated, particularly through the slower periods that we've experienced the last six to nine months in our retail business. The Monex business has actually outperformed what I would expect. And I think the customer base is a little bit more of a -- it's a bit more of a high-frequency trading business where customers are actually able to move in and out and go between cash and go to metal that's in storage. I've talked about it before. Storage is a huge component of what we're focused on growing right now. And Monex provided us with $600 million to $700 million of storage right now. That's likely adding 50% to 75% of what we have under management in storage right now. And that's just storage fees and storage are paid day in, day out, and it's a good steady stream of income for us. And I think that the that their customer base was a bit more -- seems to have been a bit more motivated by the higher spot prices. And so it felt at this moment that there's not another model like this out there that we're familiar with. And just very happy with the 50 years they've been in business or 40 years they've been in business, and they have a very, very loyal customer base and a great management team. Andrew Scutt: Great. Well, I appreciate the color. And second one for me, a little bit more high level. So now that you've kind of made all these acquisitions, you have all these DTC brands under your umbrella, does it make sense to kind of combine a few of them and have a one-stop shop and say, here we are at gold.com? Or is there greater value in having multiple storefronts under multiple different brands? Gregory Roberts: Great question. I think about this all the time. And when we're doing acquisitions, one of the key diligence items we look at is what is the crossover from one brand to another as it relates to the customer base. If there is a high level of crossover, the brands may not be as important. If there's very, very low crossover, I view that as value in the brand and value in what the customer knows and what the customer is comfortable with. I think the Monex brand has been around forever. The Monex brand is well known throughout all of the retail precious metals business. So I love the brand. I have been familiar with the brand forever. So I don't see anything changing with that. I do think that our rebranding and our move to gold.com as an umbrella over our brands is important, and it's an important milestone. I do believe there -- having a an umbrella brand that can look for ways where the individual brands can be more familiar with each other or how there might be offerings that we can come up with that will be appealing to all the brands. I think this is an important step in that. I think the new logo we've developed will be launching December 1. We're launching gold.com precious metal products that are branding of the gold.com brand and the products that we have developed to this point are going to be incredible and they're going to bring that the gold.com website that will also be going online in early December. It is going to connect all the brands in one place. And they'll be -- if you want to buy gold, you're going to get to see all the different options that gold.com will offer you, and you'll be able to choose who you want to do business with within our ecosystem. So I'm very excited and very enthusiastic about this move. And I think in some way, what you're asking the question, part of our strategic plan is to use this great domain name that we bought, this great new website we've developed, this new great corporate location and this have the ability to promote one brand that encompasses everything and then introduce people to our distinct and different DTC platforms, I think, is going to be a great opportunity for the company. Operator: You have a follow-up question coming from Thomas Forte with Maxim Group. Thomas Forte: Greg, last one, I promise. So you've done a great job. Gregory Roberts: That's okay. Many as you want, Tom. Thomas Forte: Don't say that. The call go on more half an hour. So you've done a great job upgrading the technology and adding physical space to your logistics effort in Vegas. How should investors think about your logistics capacity given all the recent M&A activity? Gregory Roberts: We built this thing, and it is incredible. The automation that Thor and Brian have accomplished up in Vegas is -- it's better than anything I've ever seen. And we have onboarded a number of new clients there, some corporate clients that are new to us. But the ability for the facility to operate and the capacity that we can now get out of it is, I think we have absolutely the best in the business. I think we shipped in October, I want to say, 60,000 packages plus, which was a very strong month for us. I think we could have shipped 100,000 packages in October, if need be. So we have great capacity. We have onboarded, I know of at least three new customers that are outside of the A-Mark umbrella that are using our services as well as, as I said earlier, we've taken the Pinehurst logistics and inventory from Pinehurst, North Carolina, and we've moved that to Las Vegas. And now all the Pinehurst packages on eBay to their retail customers, to their wholesale customers, all those packages are being shipped out of Vegas. We need to continue to do that with our other brands and utilize the facility. But we are very well positioned if the market continues to perform or even gets better, we will still be able to get our customers' packages out within one or two days. And at the level of 100,000, 110,000 packages a month, to be able to do that. I think the moat around now gold.com, the moat is just very difficult for our competitors to address. I think that we can really promote and really separates us from others, our ability to store and to ship logistics. Operator: At this time, this does conclude our question-and-answer session. I'd now like to turn the call back over to Mr. Roberts for his closing remarks. Gregory Roberts: Okay. Thank you very much. Once again, thank you to all of our shareholders. There have been a lot of change, a lot going on here. We've continued to try to make what we think are great long-term moves as well as short-term adjustments that we need to make. Your continued interest and support is most appreciated. And I'd also like to thank all of our employees for their dedication and commitment to A-Mark's success. We look forward to keeping you apprised of A-Mark and gold.com's further developments, and we look forward to talking to you again in a few months, if not sooner. So thank you very much. Operator: Thank you. Before we conclude today's call, I would like to provide A-Mark's safe harbor statement that includes important cautions regarding forward-looking statements made during this call. During today's call, there were forward-looking statements made regarding future events. Statements that relate to A-Mark's future plans, objectives, expectations, performance, events and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. These include statements regarding expectations with respect to growth, long-term success, operational enhancement, delivery of value, access to and credibility in the public markets, continuing execution on other steps in our strategic planning and anticipated cost savings. Future events, risks and uncertainties individually or in aggregate could cause actual results or circumstances to differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ include the following: a neutral or negative reaction of our customers, partners and public markets to the change of our name, our brand, other corporate identifiers and to our listing venue, our inability to seamlessly execute our rebranding strategy, potential confusion in the markets that we serve concerning our rebranding, difficulties with formulating and effectively executing on additional steps in our strategic plan and our inability to successfully expand into other categories of collectibles or to enhance how these new asset categories are managed or transacted. There are other factors affecting our business generally, which could cause our actual results to differ from those that we anticipate as a result of our rebranding program, including government regulations that might impede growth, particularly in Asia, including with respect to tariff policy, the inability to successfully integrate recently acquired businesses; changes in the current international political climate, which historically has favorably contributed to demand and volatility in the precious metal markets, but has also posed certain risks and uncertainties for the company, particularly in recent periods, increased competition for the company's higher-margin services, which could depress pricing; the failure of the company's business model to respond to changes in the market environment as anticipated; changes in consumer demand and preferences for precious metal products generally; potential negative effects that inflationary pressure may have on our business; the failure of our investee companies to maintain or address the preferences of their customer bases; general risks of doing business in the commodity markets; and the strategic business, economic, financial, political and governmental risks and other risk factors described in the company's public filings with the Securities and Exchange Commission. The company undertakes no obligation to publicly update or revise any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. Finally, I would like to remind everyone that a recording of today's call will be available for replay via a link in the Investors section of the company's website. Thank you for joining us today for A-Mark's earnings call. You may now disconnect.
Operator: Good afternoon, and welcome to Global Net Lease, Inc.'s Third Quarter 2025 Earnings Call. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the call over to Jordyn Schoenfeld, Assistant Vice President at Global Net Lease. Please go ahead. Jordyn Schoenfeld: Thank you. Good morning, everyone, and thank you for joining us for GNL's Third Quarter 2025 Earnings Call. Joining me today on the call is Michael Weil, GNL's Chief Executive Officer; and Chris Masterson, GNL's Chief Financial Officer. The following information contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Please review the forward-looking and cautionary statements section at the end of our third quarter 2025 earnings release for various factors that could cause actual results to differ materially from forward-looking statements made during our call today. As stated in our SEC filings, GNL disclaims any intent or obligation to update or revise these forward-looking statements, except as required by law. Also, during today's call, we will discuss certain non-GAAP financial measures, which we believe can be useful in evaluating the company's financial performance. Descriptions of those non-GAAP financial measures that we use, such as AFFO and adjusted EBITDA and reconciliations of these measures to our results as reported in accordance with GAAP are detailed in our earnings release and supplemental materials. I'll now turn the call over to our Chief Executive Officer, Michael Weil. Mike? Edward Weil: Thanks, Jordyn. Good morning, and thank you all for joining us today. It has now been approximately 2 years since GNL's internalization, and we're very proud of what we've accomplished thus far and enthusiastic about what lies ahead. Since the internalization, we have set ambitious and transformative strategic goals to streamline our portfolio, reduce leverage and lower our cost of capital. We have consistently exceeded these objectives and are already yielding measurable benefits reflected in the stable operations and improved credit profile and enhanced financial flexibility, culminating in our recent achievement of earning an investment-grade corporate credit rating from Fitch Ratings. The main driver of our strategic agenda has been a prudent disposition program focused on selling noncore assets with proceeds directed toward reducing leverage and improving portfolio quality. The highlight of our successful implementation of this effort was the approximately $1.8 billion sale of our multi-tenant retail portfolio completed in June of 2025, which accelerated our debt reduction initiatives and firmly positioned GNL as a pure-play single-tenant net lease REIT while maintaining our industry-leading proportion of investment-grade tenants. Since the implementation of this disposition program, we have sold approximately $3 billion of dispositions, including the sale of noncore short duration single-tenant assets at a 7.7% cash cap rate, while reducing our net debt by approximately $2 billion since the third quarter of 2024. These results, particularly the 7.7% cash cap rate achieved on our noncore single-tenant asset sales, provides tangible proof of the quality and value of our primarily investment-grade portfolio, while underscoring the meaningful discount in our implied cap rate relative to our pure-play single-tenant portfolio of assets. Building on the progress we've made on our disposition program, which has meaningfully reduced our leverage, we capitalized on an attractive opportunity to further lower our cost of capital by refinancing our revolving credit facility, including new institutional lenders attracted by GNL's strengthened balance sheet. In August of 2025, we completed that refinancing, extending the maturity from October of 2026 to August of 2030, inclusive of 2 additional 6-month extension options. This refinancing delivered an immediate 35 basis point reduction in our interest rate spread, reflecting improved pricing and enhanced liquidity while also reducing near-term debt as there are no significant maturities until 2027. These strategic actions significantly contributed to Fitch Ratings' recent upgrade of GNL's corporate credit rating to investment-grade BBB- from BB+. We believe this milestone is a direct result of the decisive steps we've taken to strengthen our balance sheet, enhance our credit profile, improve portfolio quality and demonstrate our ability to deliver on our strategic objectives. Our ongoing disposition program has generated significant liquidity, giving us incremental flexibility to accretively repurchase shares, which we believe enhances long-term shareholder value. Through October 31, 2025, we have repurchased 12.1 million shares at a weighted average price of $7.59 totaling $91.7 million, capitalizing on the opportunity to buy back shares at an AFFO yield of approximately 12%. We believe buying back shares at this AFFO yield offers a more compelling use of capital than alternatives such as acquisitions, which we have not found attractive in this current environment. We've been disciplined in managing share repurchase alongside debt reduction, ensuring that capital is deployed in a way that we believe maximizes long-term value. Looking ahead, we plan to continue to evaluate additional initiatives, including acquisitions that we expect to strategically enhance shareholder returns while maintaining the financial strength and flexibility that underpins GNL's growth. In addition to our specific achievements, we believe broader market developments are creating additional opportunities to strengthen our financial position. Last week, the Federal Reserve announced a second 25 basis point reduction in the target range for federal fund rates, and we'll monitor the newly constituted Federal Reserve in the spring of 2026 as we anticipate a dovish stance towards the economy, which should further lower our cost of capital. These rate reductions have a direct impact on GNL's bottom line as they lower the floating rate on the U.S. dollar portion of our revolving credit facility, reducing our cost of capital and supporting our ongoing efforts to strengthen the balance sheet. Additionally, dividend income from REIT tends to become increasingly attractive in a rate-cutting environment as they can offer a more attractive return relative to U.S. treasury securities, creating a potential pathway for favorable market performance by the net lease REIT industry. Turning to our portfolio. At the end of the third quarter of 2025, we owned over 850 properties, spanning nearly 43 million rentable square feet. Our portfolio's occupancy stands at 97% with a weighted average remaining lease term of 6.2 years. The portfolio features a stable tenant base and a high quality of earnings with an industry-leading 60% of tenants receiving an investment-grade or implied investment-grade rating. It has an average annual contractual rental increase of 1.4% which excludes the impact of 23.1% of the portfolio with CPI-linked leases that have historically experienced significantly higher rental increases. On the leasing front, during the third quarter of 2025, we leased over 1 million square feet, achieving renewal spreads that were 26% higher than expiring rents, largely driven by lease renewals with GE Aviation and GXO Logistics. New leases that were completed in the third quarter of 2025 have a weighted average lease term of 5 years, while renewals that were completed during this period have a weighted average lease term of 7.3 years. I'd like to highlight the strength and resilience of our office portfolio, which continues to deliver strong performance. In July, we completed a 10-year lease renewal with GE Aviation for a 369,000 square foot high-quality office asset with a strong credit tenant at an implied A3 rating, achieving an attractive 37% renewal spread. In addition, we secured a 20-year lease renewal with the United States General Services Administration at its Lakewood, Colorado location, reinforcing the mission-critical nature of our portfolio that we believe continues to be undervalued by the market. Since the start of 2024, we've executed 10 office lease renewals at an average renewal spread of 6.7%, reflecting both the quality of our tenants and the strategic execution of our asset management team. Our office portfolio continues to perform strongly with 100% rent collection across all tenants, the highest proportion of investment-grade tenancy at 77% and minimal lease rollover. Annual expirations represent 2.5% or less of total square footage through 2029. Our continued efforts and results in limiting exposure to high-risk geography, asset types, tenants and industries is a testament to our intentional diversification strategy and credit underwriting. No single tenant accounts for more than 5% of total straight-line rent and our top 10 tenants collectively contribute only 29% of total straight-line rent with 73% being investment grade. We carefully monitor all tenants in our portfolio and their business operations on a regular basis. I encourage everyone to look at the details of each segment of our portfolio, which can be found in our Q3 2025 investor presentation on our website. With that, I'll turn the call over to Chris to walk through the financial results and balance sheet matters in more detail. Chris? Christopher Masterson: Thanks, Mike. Please note that, as always, a reconciliation of GAAP net income to non-GAAP measures can be found in our earnings release, which is posted on our website. For the third quarter of 2025, we recorded revenue of $121 million and a net loss attributable to common stockholders of $71.1 million. AFFO was $53.2 million or $0.24 per share. Looking at our balance sheet, the gross outstanding debt balance was $3 billion at the end of the third quarter of 2025, a reduction of $2 billion from the end of the third quarter of 2024. Our debt is comprised of $1 billion in senior notes, $664 million on the multicurrency revolving credit facility and $1.4 billion of outstanding gross mortgage debt. As of the end of the third quarter of 2025, 87% of our debt is fixed, reflecting debt tied to fixed rates or debt that is swapped to fixed rates. Our weighted average interest rate stood at 4.2%, down from 4.8% in the third quarter of 2024, and our interest coverage ratio was 2.9x. At the end of the third quarter of 2025, our net debt to adjusted EBITDA ratio was 7.2x based on net debt of $2.9 billion, significantly down from 8x at the end of the third quarter of 2024. While the ratio was slightly higher this quarter due to timing of certain dispositions, our robust disposition pipeline gives us confidence that we will remain within our stated net debt to adjusted EBITDA 2025 guidance range of 6.5x to 7.1x. As of September 30, 2025, we had liquidity of approximately $1.1 billion and $1.2 billion of capacity on our revolving credit facility compared to $253 million and $366 million, respectively, as of the end of the third quarter of 2024. Additionally, we had approximately 220 million shares of common stock outstanding, and approximately 221 million shares outstanding on a weighted average basis for the third quarter of 2025. Through October 31, 2025, we have repurchased 12.1 million shares at a weighted average price of $7.59 per share under our share repurchase program. Turning to our outlook for the remainder of 2025. We are confident in our performance and are raising our AFFO per share guidance for 2025 to a new range of $0.95 to $0.97. We also reaffirm our stated net debt to adjusted EBITDA range of 6.5x to 7.1x. I'll now turn the call back to Mike for some closing remarks. Edward Weil: Thank you, Chris. Achieving an investment-grade rating from Fitch Ratings is a major milestone for GNL and validates the strategic plan we set in motion following the internalization in September 2023. We've executed on our initiatives with discipline, reducing leverage, strengthening our balance sheet, refinancing maturing debt and optimizing our portfolio through targeted dispositions. Specifically, since Q3 2024, total outstanding debt has declined to $3 billion from $5 billion. Liquidity has increased to $1.1 billion from $253 million. Capacity on our revolving credit facility has grown to $1.2 billion from $366 million, and annualized G&A has decreased to $47 million from $50 million. We believe these actions have positioned GNL as a pure-play single-tenant net lease REIT with enhanced financial flexibility built for sustainable growth. Looking forward, we believe these achievements position GNL to capitalize on a variety of market opportunities and continue creating meaningful shareholder value. We believe our strong balance sheet, disciplined capital allocation and proven track record of execution position GNL exceptionally well to deliver consistent performance and execute additional strategic initiatives. As we look to deploy incremental proceeds from dispositions, we continue to evaluate the trade-offs between acquisitions and share repurchases, recognizing the significant value opportunity for shareholders in buying back shares at current levels while remaining flexible to pursue real estate acquisitions in the future. We continue to monitor the real estate market closely, but being a buyer in the current environment isn't particularly compelling to us given higher seller expectations, elevated borrowing costs and cap rates that remain tight, making it difficult to justify many acquisition opportunities as compared to the immediate benefit of continuing with the announced share repurchase program. We plan to continue to execute on our near-term strategic objectives to position GNL to continue delivering consistent results and long-term value for our shareholders. We're available to answer any questions you may have after the call. Operator, please open the line for questions. Operator: [Operator Instructions] Our first question comes from the line of Upal Rana with KeyBanc Capital Markets. Upal Rana: On the quarter. Michael, you mentioned acquisitions don't look attractive to you in today's environment. I'm just trying to understand what needs to happen for you to become an active buyer again? And if so, what would be sort of your funding plans for that? Edward Weil: So we would look to finish our disposition program, which we are, I would say, in the late innings of. And as a part of that strategy, of course, we've continued to actively monitor the acquisition environment. And we just keep seeing cap rate expectations from sellers that don't match up to cost of capital and in many cases, aren't supported by the underlying credit of the tenant. So I think there are a number of things that just the discipline of our acquisition strategy, the reason so much of our portfolio is investment grade is that we're not necessarily looking to see a higher cap rate on an acquisition at the sacrifice of the underlying credit of the tenant or the quality of the real estate. So I think a big part of what we're monitoring is the state of cost of debt, the pricing generated off of the 10-year treasuries, et cetera. And I just don't think we're there right now. I continue to see the acquisition pace in the industry is slower than what we've seen over the last decade. But again, when we think about it in terms of our #1 goal is to continue the completion of the debt reduction program. So we've been identifying or allocating proceeds from dispositions to continue to do that, and we will. We're not finished. But as you've seen over the last couple of quarters, the immediate accretion of stock buyback is so significant that, frankly, for us, it's just a very easy decision. That 12% accretion yield from stock buyback is very impactful. And of course, we want to grow. We want to be active. But first and foremost, we want to drive the greatest possible benefit for shareholders. And we think that's the combination of finishing our debt reduction program and the opportunistic share repurchase program. Upal Rana: Okay. Great. That was helpful. And then with leverage, it ticked up in the quarter, and it looks like it was timing related from your multi-ten sale. But it currently stands at the high end of your guidance range. And so -- and you have some more disposition to close by year-end as well. So just trying to understand how you get to the midpoint of your leverage guidance by year-end. Edward Weil: Upal, you're right that some of it is driven by just timing. And so we're very confident that by completing what is already scheduled in our pipeline activity, some things that we anticipate occurring in the fourth quarter that we haven't had an opportunity to disclose yet that we are going to be comfortably within our range on net debt. And coupled that with the fact that we were able to raise our AFFO per share guidance. I think that we're -- we come to work every day like you would expect us. Sometimes we joke about we just carry rocks uphill every day because there's not a lot of glory here in what we're doing, but it is just consistent dedication and hard work. So we've been able to really execute on the plan, which at the end of the year will show material reduction of net debt to EBITDA. But just as important, we've been able to grow AFFO per share. And I think you realize that's not necessarily easy. And we've used all the levers available to us. Our real estate team has done a really commendable job on dispositions and maximizing value of noncore assets. The fact that our single-tenant portfolio sale of noncore assets, assets with about 5 years or less remaining, we've been able to generate a 7.7% cap rate. It just really indicates the underlying value of the tenants in the portfolio and the real estate. we'll continue to maximize that. We'll use those proceeds as we talked about on the call, to continue to lower net debt to EBITDA. The hard work of Chris and Ori and the team with recasting the credit facility, which had an immediate and impactful savings on cost of debt as well as extending our maturities. These are all things that continue and what we think is important is to show the market that we're hitting on all of the important aspects. We're maximizing value. And frankly, we're starting -- we're just starting to prepare for the next phase of GNL, which is one where we can really maximize value through growth. Upal Rana: Okay. Great. That was helpful. And then just one last one for me would be, based on your revised AFFO per share guidance, 4Q implies $0.19 at the midpoint. And could you walk us through how you get from $0.24 in 3Q to $0.19 in 4Q? I know dispositions will have some kind of impact, but anything else that we should be looking out for our model? Edward Weil: Yes. Chris, do you want to walk Upal through some of that? Christopher Masterson: Sure. What I would say there, really, it comes down to get into the midpoint in the range for the AFFO guidance is the timing of the dispositions. Obviously, in third quarter, we had the plan in place. So we did have some properties that the dispositions closed later in the quarter, and the same thing will happen during the fourth quarter, and we are confident that we will land in the range that we provided. Operator: Our next question comes from Mitch Germain with Citizens Bank. Mitch Germain: Just a little bit of occupancy decline quarter-over-quarter. Anything specific there that you want to reference that might have driven that? Was it opportunistic? Was it part of the asset recycling? Anything specific? Edward Weil: So it is opportunistic in that we had a tenant expiration that we've been very engaged on in the U.K. portfolio. And it's a timing piece for us because we are actively engaged with several tenants on new leasing at that location. It's going to be a nice pickup on straight-line rent. It's going to be a nice pickup on occupancy. And I would suggest that we will finish the year much closer to fully occupied than the 97% that we reported at the end of the quarter. Mitch Germain: Great. That's super helpful. Last one for me. You've mentioned the word growth a couple of times in this call, which obviously is a little bit of a departure first versus kind of the, call it, kind of shrinking of the portfolio and the deleveraging that's been a key theme. I'm curious, though, kind of how you view the playbook without giving guidance, but how you view the strategy and the playbook going into 2026. It seems like you may be a little bit more open to acquisitions. How much will dispositions remain a theme? Maybe just kind of walk me into how we should be thinking about the forward outlook for you guys. Edward Weil: Thanks, Mitch. The way we're thinking about it is really going to be reflected in how we see the stock price perform. If we continue to see a material disconnect between the underlying value of the portfolio and the -- any number of multiple or metrics that you might look at to evaluate the stock price, that's going to determine our course of action. I talk about potential or restarting of growth because it's important. It's something that we want to do. But by no means do we want to acquire real estate for the sake of acquiring real estate to say that we're growing for the sake of growth. We have the impactful opportunity to execute on our stock buyback program, which is easy to see more accretive than acquisitions that I've been seeing in the market. So again, I don't want to give guidance right now, and I appreciate you pointing that out. It is something that we will talk about. But we still feel that we have some work to do on reduction of net debt to EBITDA. By no means are we saying that we're finished there. But we are seeing opportunities. We had an incredible quarter of pickup on renewal spreads, which, of course, helps our EBITDA, which, of course, helps our net debt to EBITDA. So as you know, there are certain -- there are many different ways to lower net debt to EBITDA. Of course, we can continue to lower our balance sheet debt, which we intend to do, but we can also grow EBITDA. So we're fully engaged. I'm not going to say that we will absolutely be finished the disposition program because if we continue to see value in disposition that allows us to execute on different parts, we feel that the job here is to realize value for shareholders, and we're going to continue to do that and drive this price. Operator: [Operator Instructions] Our next question comes from John Kim from BMO Capital Markets. John Kim: This quarter, you had a good renewal leasing spread of 26.4%. Just wondering how achievable this is going forward, especially on your industrial lease expirations? And also, if you could disclose that figure, including new leases, that would be appreciated. Edward Weil: So for Q3, we were 26% on renewal spreads. Over the year-to-date, it's been 18.5%. So I would say 26% is a terrific quarter. Every opportunity that we have to see spreads like that, we're very pleased. But spreads have continued to be strong in the renewal activity. I think it's a good quarter when you're 5% or 6% on renewal spreads. So the fact that we can continue to do that shows the tenants want to be in these buildings, in their real estate that whether it's industrial, retail or office, it's a critical piece of their operating business, and they don't want to give that up even as the lease expires. Our asset management team engages, as we've said many times, typically 2 years out before a lease expiration so that we can begin the conversations, and it's what really helps us drive these types of results. So we're very pleased with where we are year-to-date and exceptionally pleased where we came in this quarter. John Kim: Do you typically get a higher spread on renewals than new leases? I'm just wondering why that renewal is being taken out. Edward Weil: Well, if you think about the kind of the way a renewal works, a tenant has been in a property for 10 or 15 years. And in many net lease structures, there's a 1% or 1.5% annual escalator. Occasionally, you'll get a 2%. So there are many situations where after 5 -- I'm sorry, after 10 or 15 years, they're under market and the renewal includes a catch-up to get them back to where they should be to stay in that property. So it's one of those things. Market dictates spreads on new leases versus renewals and both can add a lot of value to the overall portfolio. John Kim: Okay. Kind of an odd question, but if you look on your balance sheet from last quarter. Edward Weil: From you? John Kim: Yes. Edward Weil: Okay, go ahead. John Kim: You had $524 million of multi-tenant mortgage loans, 5 different tranches. That was as of second quarter, your 10-Q hasn't come out yet. But I was wondering if that was related to your multi-tenant portfolio that you sold and if you still have that on balance sheet today because your debt didn't move that much this quarter. Edward Weil: Chris, do you want to take that? Christopher Masterson: Yes. So yes, what we had from discontinued operations, that would have been related to the mortgage payables that were assumed by RCG as part of the transaction. If you look just strictly at our mortgage payables line on the balance sheet in 2Q, we would not have had any of those assumed mortgages in there. They would have been reclassified out. So it's comparable quarter-over-quarter. John Kim: So you don't have that on balance sheet today? Christopher Masterson: Correct. We do not have that on the balance sheet today. Operator: As there are no further questions, I would now like to hand the conference over to Mike Weil for closing comments. Edward Weil: Great. Well, as always, we appreciate you taking time to listen to the update on Global Net Lease. We're excited about what we've accomplished in the third quarter. But by no means do we feel that this is the place we want to be. We still see great opportunity here, great value, and the team is as committed as it's ever been to executing on the things that are necessary to unlock this value. So thank you for your involvement, and thank you for your feedback. We look forward to catching up with everybody over the next couple of days, and we'll talk soon. Thank you. Operator: Thank you. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.
Craig Mychajluk: Yes. Thank you, and good morning, everyone. We certainly appreciate your time today as well as your interest in Allient. On the call today are Dick Warzala, our Chairman, President and CEO; and Jim Michaud, our Chief Financial Officer. Dick and Jim will review our third quarter 2025 results, provide a strategic and operational update and share our outlook. We will then open the line for your questions. As a reminder, our Q3 earnings release and the accompanying slide presentation are available on our website at allient.com. If you're following along, please turn to Slide 2 for our safe harbor statement. During today's call, we may make forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those indicated. These risks and factors are outlined in our SEC filings and in our Q3 earnings release. We also discuss certain non-GAAP measures, which we believe will be useful in evaluating our performance. You should not consider the presentation of this additional information in isolation or as a substitute for results prepared in accordance with GAAP. We have provided reconciliations of non-GAAP to comparable GAAP measures in the tables accompanying the earnings release as well as the slides. So with that, please turn to Slide 3, and I'll turn it over to Dick to begin. Dick? Richard Warzala: Thank you, Craig, and welcome, everyone. Allient delivered another strong quarter, underscored by double-digit revenue growth, record gross margin and continued deleveraging of our balance sheet. These results reflect the combination of healthy demand across key end markets and the tangible benefits of the efficiency initiatives we have put in place through our Simplify to Accelerate Now program. On the demand side, we saw notable strength in our industrial verticals, particularly power quality solutions for data center applications as well as improving trends in automation. Our defense programs executed well and the medical market delivered steady growth even as mobility solutions remained soft. In addition, our vehicle business improved, led by contributions from commercial automotive and construction. Profitability was another highlight with gross margin reaching a new record and operating leverage driving meaningful year-over-year improvement. Importantly, these gains were not only a result of volume, but also a reflection of mix shift toward higher-value programs and ongoing cost discipline. Cash generation and balance sheet strength remain central to our story. Year-to-date, we have delivered significantly higher operating cash flow and further reduced debt, which has lowered our leverage ratio and enhanced financial flexibility. Jim will walk through some temporary impacts for the quarter, but at a high level, our results so far this year demonstrate our ability to convert top line performance into stronger profitability, robust cash flow and balance sheet progress. Stepping back, Q3 was not just about the numbers. It was about discipline and execution. The results highlight the resilience of our diversified portfolio, the value of our operational transformation and our ongoing alignment with long-term secular growth drivers. Together, these elements reinforce the momentum we are building as we move toward year-end and beyond. With that, let me turn it over to Jim for a more in-depth review of the financials. James Michaud: Thank you, Dick, and good morning, everyone. Please turn to Slide 5. Q3 revenue increased $13.5 million year-over-year, reaching $138.7 million, reflecting strong industrial market demand along with solid performance in our other core end markets. Foreign exchange contributed $2.3 million in tailwinds with the remainder organic. Sequentially, revenue declined less than 1% as the second quarter included $3 million to $4 million of customer pull-ins related to anticipated supply constraints on components with heavy rare earth content. Sales to U.S. customers accounted for 57% of Q3 revenue, with Europe, Canada and Asia Pacific representing the balance. Breaking down performance by market. Industrial market revenue advanced 20%, led by strong demand for power quality solutions in data centers as well as improving industrial automation trends, which more than offset softness in oil and gas. Medical grew 6% with surgical instruments offsetting weaker mobility solutions. Vehicle sales were up 6%, supported by commercial, automotive and construction. Aerospace and defense revenue was up 2% as scheduled defense and space program deliveries continued. We did experience some short-term shipment delays linked to customer validations during our Dothan facility transition, but overall, demand remains intact and positions us well as validations complete. Distribution channel sales were down 6%, though they represent a smaller share of our overall mix. Turning to Slide 6. Here, we show the composition of our revenue over the trailing 12 months, along with the year-over-year change in each market and the key drivers of that change. As you can see, our industrial market is our largest vertical at 48% of total revenue, supported by continued strength in data center applications. While industrial automation is still working through the tail end of destocking, we are seeing healthier order flow, which has helped offset softer demand in oil and gas applications. Aerospace and defense increased to 15% of revenue, reflecting both timing of defense and space program deliveries as well as strong execution on our growth initiatives in this sector. Demand remains solid and our pipeline in defense continues to provide visibility and to sustained growth. Medical accounted for 15% of revenue led by higher demand for surgical instruments. This growth was partially offset by softness in certain pump-related products and mobility solutions. But overall, the medical sector continues to represent a steady contributor. Vehicle represented 17% of revenue compared with 22% in the prior year. The year-over-year decline primarily reflects reduced demand in powersports and select truck applications. That said, within the quarter, we did see strength from commercial automotive helping to partially balance the softness in recreational markets. Overall, this slide reinforces that our revenue base is better aligned with higher-value, margin-accretive opportunities. We are deliberately positioning the company towards markets with strong secular growth drivers while also managing through areas experiencing softness. Turning to Slide 7. Gross profit reached $46.2 million with gross margin expanding to a record 33.3%, up 190 basis points year-over-year and 10 basis points sequentially. This marks our fifth consecutive quarter of margin expansion. Drivers included mix improvement, higher volumes, disciplined lean -- and disciplined lean manufacturing execution. On Slide 8, operating income increased sharply to $12.2 million or 8.8% of revenue, reflecting the continued scalability of our business model. This represents an improvement of 350 basis points year-over-year and 40 basis points sequentially. Operating leverage was a key driver as operating expenses declined to 24.5% of revenue, a 160-basis point improvement versus last year, even as we continue to invest in strategic initiatives. This demonstrates the effectiveness of our cost discipline and the structural benefits we are capturing. Our Simplify to Accelerate Now program continues to play a central role in driving these results. We delivered $10 million in annualized savings in 2024, and we remain on track to achieve an additional $6 million to $7 million in 2025. These savings are being realized through footprint optimization, accelerated product development and lean manufacturing disciplines. Importantly, we are already beginning to see margin tailwinds from the Dothan Fabrication Center of Excellence, with the full benefit expected to phase in during the latter part of 2025. We did record $800,000 in realignment costs during the third quarter to support this transformation, but these actions are positioning us for sustained efficiency and margin improvement moving forward. Slide 9 shows our bottom line performance. Net income more than tripled year-over-year to $6.5 million or $0.39 per diluted share. Adjusted net income was $9.9 million or $0.59 per share. Our effective income tax rate was 22.2% for the third quarter of 2025, and we continue to expect our full year rate to land between 21% and 23%. Adjusted EBITDA increased to $20.3 million or 14.6% of revenue, driven by strong conversion on higher volumes and a more favorable mix. This represents margin expansion of 310 basis points year-over-year and 20 basis points sequentially. Turning to Slide 10. Year-to-date operating cash flow was $43.1 million, up 46% from last year. This reflects both stronger profit generation and disciplined working capital execution. Our free cash flow this past quarter was impacted by approximately $5 million of temporary inventory build largely tied to rare earth magnets and to ensure continuity during the Dothan transition. In addition, we experienced a modest increase in days sales outstanding, which rose to 61 days, reflecting sales mix, and we also had the timing impact of certain insurance premium payments. Despite these temporary factors, our underlying cash generation remains very strong. Year-to-date capital expenditures of $5.1 million reflected continued investment in key customer-driven projects. Given project timing and fourth quarter expectations, we have narrowed our full year CapEx forecast to $6.5 million to $8.5 million from the prior $8 million to $10 million range. Importantly, we are executing well against our 3 financial priorities for 2025. Reducing inventory and strengthening working capital management, we've already improved inventory turns to 3 in Q3, up from 2.7 at year-end despite the temporary build this quarter. Cost discipline, evident in our SG&A leverage and ongoing benefits with Simplify to Accelerate Now. Reducing debt, supported by the strong cash flow we've generated. With that, let's turn to Slide 11 to review the impact on our balance sheet. Debt declined by $12 million sequentially in Q3, bringing total year-to-date debt reduction to nearly $34 million. Net debt now stands at $150.8 million, and our leverage ratio has improved to 2.1x compared with 3 at the end of 2024. This consistent deleveraging, combined with strong liquidity, provides us with substantial flexibility to continue investing in strategic priorities while also strengthening our financial foundation. With that, if you advance to Slide 12, I will now turn the call back over to Dick. Richard Warzala: Thank you, Jim. Orders in Q3 totaled $133.1 million, down slightly from Q2, but up significantly from last year. Our book-to-bill ratio of 0.96 reflects the normal seasonal cadence we typically see, and importantly, it also underscores solid underlying demand, particularly in our industrial and A&D markets despite the cancellation of the M10 Booker tank program by the U.S. Army, which did have a direct impact on Allient. Our backlog ended the quarter at $231 million, with the majority expected to ship within the next 3 to 9 months, consistent with our historical conversion patterns. This backlog mix, together with our active quoting pipeline, gives us confidence in the resiliency of demand. As we look ahead, we recognize that the global industrial environment is gradually improving but remains uneven. Policy and tariff risk, supply normalization and cost volatility continued to influence capital deployment across many verticals. We continue to proactively address tariff-related challenges. Although mitigation efforts are underway, tariffs resulted in a net quarterly impact of approximately $385,000 that we were unable to recover through pricing or other measures. The majority of this impact occurred within our power quality business, and mitigation efforts are already underway. On rare earth supply, even though it appears that we will gain some breathing room given the agreement that was reached with China, our multipronged strategy, which includes broadening suppliers, qualifying alternative materials and managing inventory dynamically in close collaboration with customers will continue to be central to our strategic supply chain security initiatives. At the same time, our focus is primarily on advancing strategic initiatives that enhance long-term value, driving further margin expansion, maintaining working capital discipline and investing in technology for higher-value solutions. The operational and financial momentum we generated in Q3 provides a strong foundation to carry forward into the balance of the year. Finally, it's important to remember that secular growth drivers such as electrification, automation, energy efficiency, digital infrastructure and precision control continue to underpin our strategy. These themes align directly with Allient's capabilities and positions us to deliver sustainable profitable growth through varying market conditions. With that, operator, please open the line for questions. Operator: [Operator Instructions] And the first question comes from Tomo Sano with JPMorgan. Tomohiko Sano: I'd like to ask about the orders and backlog for the first. And the book-to-bill ratio remained healthy at 0.96, as you mentioned. And how would you view the quality and the visibilities of the current backlog? And are there any areas of concerns? Richard Warzala: I would say to you that overall we're -- and I want to clarify one thing. We would have been above 1, but we did take a cancellation in our backlog for the M10 Booker program cancellation. So that's in there. And without that, we would have been above 1. So that's just a little more clarity on that. As far as the quality goes, I think we're very pleased with what we're seeing. The power quality area, data centers is coming strong. We're seeing good activity in the defense area. We're seeing industrial picking up, and we also see Europe has picked up -- started to pick up, let's put it that way. It's not back to where it was, but it has started to pick up in the industrial areas. So across the board, I think we're fairly encouraged with the quality and the margin potential generation from the new orders and the backlog we have. Tomohiko Sano: And a follow-up on the margin side and especially like Simplify to Accelerate Now initiatives. Could you elaborate on the progress and the future potential of the initiatives for 2026? Are there further cost savings or margin opportunities ahead? Richard Warzala: Yes, absolutely. So this year -- I mean I would say to you that some of the actions that were taken in last year and this year, we'll call them -- some of them were pretty low-hanging fruit, and we have validated that the actions that we're taking did result in real cost savings. The major action we've taken this year is to -- in our Dothan facility, which had final assembly integration, test operations, also some machining and so forth, and was co-mingled between many different markets and different types of products. The major effort that we undertook this year was to transfer the production from Dothan into 2 other facilities, one in Reynosa, Mexico and in Tulsa, Oklahoma, which better align with the markets and the products that are being produced. In Dothan what we will retain is we have a strong capability in the machining areas, and so -- this is where you hear us talk about the transition of Dothan into a fabrication center of excellence. That will be underway, and I will say to you that, that will be started in the beginning of the year after the transfer and the transfer is fully expected to be complete by the end of this year and moving out throughout next year. There's plenty of opportunities for us for cost optimization when we look at the components that we have been buying or purchasing and actually evaluating some of the business we have and looking at better strategic sourcing, I think. So again, I would look at that opportunity as we really begin to move that fabrication center forward. That's where we will see some fairly significant cost savings and potential for us to grow our business in other areas as well. We have some good opportunities that we're working with, and they were contingent upon us to continue to expand our high-precision motion applications, and Dothan will give us an opportunity to do that. I also want to stress that while we – we say fabrication because we're talking about additive manufacturing as well as just machining and not just machining operations. So that's why in the past, you would have heard us say machining center of excellence because that's what they do. But we do believe that there's definite value to be added from fabrication. In addition to that, we are setting guidelines and working hard with all of our operations. And Tomo, we had to untangle some of our businesses which -- when I say that, the focus on what were the investments necessary, what's the design cycle time, what's the lead and cycle time for design wins and types of products being produced. And that caused some inefficiencies in the process. So we're doing that. We're much better aligned and we're close to completing these efforts, much better aligned on the vertical markets that we're servicing as well as the production processes, that they're much more consistent within each. Which then allows us to go back and really address areas of -- that we feel that we have some significant improvement opportunities. So that's another area. So that will be unfolding in the next year. So definitely some cost savings, although I don't think we've quantified that exactly yet. In addition to that, I'd say more importantly is the front end. Looking at business opportunities that provide us better margin capabilities or potential, and not getting seduced into some other activities that look -- the value looks high, but the true bottom line value is not as great and cost a lot from a capital investment standpoint. So we're very focused on the front end, making sure that we're working -- we're focused on the right markets that can meet our margin goals and not get diverted based on some what looked like great opportunities, but underlying it is long-term efforts, a lot of capital investment and sometimes not as good a return. So plenty going on. Tomohiko Sano: Congrats on the quarter. Operator: And the next question comes from Greg Palm with Craig-Hallum Capital Group. Greg Palm: Congrats as well from me. I think from a segment level, industrial certainly stood out. I know you called out stronger data center activity. So maybe you can just remind us exactly what you're selling into that market? And is there just -- is there something going on that's causing the step-up in demand there? I think last quarter, you mentioned you're doing a facility expansion. So I just wanted to get a little bit more color on that market specifically. Richard Warzala: Sure. So you're exactly right, Greg, there. What's going on in that area is really the big uptick that we've seen -- or some of the uptick that we've seen is in the data center solutions, and the data center solution is around our power quality equipment. So we are -- and we are expanding our facilities. That's our primary facility for producing that product. And we expect that to come online in early, let's say, second quarter of next year. But we still continue to see or have seen a significant demand uptick, and we don't see it slowing down anytime soon. So that is a big -- one of the big drivers. And that also, fortunately for us, is a margin-accretive product line for us. In industrial, the automation side, we talked in the past about that we had -- a couple of years ago, we had a banner year, but it was based on supply chain -- issues with supply chain. And when demand freed up, we delivered at a very high rate. In fact, we said we had a $46 million headwind going into last year, okay? And then if we could average it 3 years out, we would see demand coming back to a normalized level, and we've actually seen that again this year. So each quarter, we've seen a nice step-up in our run rates and we're getting close –- when I say close, we're not quite there yet, but we're getting close to where we think the normalized run rate should be. And again, fortunately, it's in the higher-end controls area where our margins are accretive as well. The other industrial markets that we're seeing some improvement, as I mentioned, Europe. Europe has been down and down quite significantly. And the impact on us was from some of -- a couple of our businesses was about 25% reduction. And we're not back, but we're starting to see we're chipping back a little bit here, and we've got some runway to go there to get back to where we were and hopefully beyond. But they're starting to see some positive signs, although I do think that will be a slower ramp-up into next year. On defense side, good opportunities, and we're working on many new opportunities certainly in the drone space, applications where we have a significant manufacturing capability that we've had for years that we're unleashing to make sure that we support the opportunities that are coming our way. And we're well positioned, whether it's the lower-cost disposable drone or up to the highest end, highest performing drones of the requirements in the market. So there is a lot of activity going on in that space and we're addressing it as fast as we can and we're pretty encouraged that we're well positioned to take advantage of that. Add on top of that, munitions. I mean, we know some orders from munitions have been released, and it's our turn to see those orders come through. But there's definitely some encouraging signs that the volume will increase there as well. So overall -- and medical was good, too. We would have to say to you the medical instrumentation, surgical side of it has been positive as well. So signs are good. We talked about in the conversation with Tomo a lot of the activities we're doing to improve our cost structure, improve efficiencies. And now with, I think, your question, you're talking about where the growth opportunities are and some of the activities that we're addressing and facing today. Greg Palm: When might we see more of like an uptick or a step-up in the drone space specifically? And then maybe you can just confirm, since you mentioned defense overall as a segment, what was the bookings impact on that M10 program? Richard Warzala: The bookings impact for this year was about $5 million that we had to take a hit on. And the longer-term impact for us was a backlog of shipments averaging around $7 million a year for a number of years forward. So a lot of work we've done on that. There are -- we're reviewing cost right now, and there's certainly cancellations coming. We don't know if there will be another outlet for that, the M10 Booker tank. But right now, the way it seems is that it is going to wind down. They're just completing whatever was on order and canceling the rest. When I say on order, already in production and canceling the rest. But $5 million in this quarter. So as I mentioned, it would have been a positive book-to-bill ratio. As far as the drone, when you see it, I think it's like anything else. You have to go through the design in cycle time, get approved. We already have been in drone applications, and we're just seeing more. But I would tell you that they'll be stepping up throughout the year next year. Greg Palm: Okay. Perfect. And then just switching over to kind of profitability. I mean, I think it's pretty encouraging. You're generating mid-teens EBITDA margins. I mean, back-to-back really good quarters. I'm guessing you're not going to tell us where that can eventually land. But it seems like there's still a pretty big chunk of your business that's operating well below normalized revenue levels or at least revenue levels from a few years ago. So as volumes continue to come back, I'm guessing you start -- or you continue to see additional operating leverage. I mean, is that a fair statement? Richard Warzala: Yes, definitely a fair statement. And I think a real focus on looking at each individual -- look at the foundation we have built, what we call technology units, and how we regroup the companies into business units and getting very specific in setting targets. All have to contribute and all have to improve, and that's the key. And I think bulk of the work in order to have clarity and line of sight on what could be accomplished there is coming into place there now. And I think I feel comfortable that, that's going to drive improvements and continued improvements in all areas, and that's our goal anyways. So definitely some opportunities there. Operator: [Operator Instructions] And the next question comes from Ted Jackson with Northland Securities. Edward Jackson: So I got a few questions for you. Just a few cleanup items and then some bigger ones. But with the –- the whole thing with the tank and the -- which is a disappointment, will you -- will there be anything that you have to write down in future periods because of that? Richard Warzala: No. No, there's full recovery of costs in [ transit ]. We're working through that right now. But no, we will not have to write anything down. Edward Jackson: Okay. Then going over to the positive FX impact. Within your revenue verticals, where was that? James Michaud: Yes, that was in the European -- in the euro-denominated transactions. Edward Jackson: I mean, but was it in any –- it was across any verticals? Was it concentrated into anything in particular, I mean, industrial, for instance? James Michaud: No, no. Richard Warzala: Geographic. Edward Jackson: Okay. And then can you remind -- so I don't know if you had discussed this with the prior call, but the orders that got pulled forward from 3Q into 2Q, what verticals were those in? Richard Warzala: Power quality primarily. HVAC. Edward Jackson: Then in the vehicle market -- I mean, I know you've worked very, very hard at lowering your exposure within the powersports world, and it's -- but I'm kind of curious with regards to that segment, if you could maybe cover kind of the mix of where that revenue comes from these days. You highlighted strength in commercial vehicle and construction. And then -- so I'm kind of curious. Like how much of that business now is exposed within powersports? What's the mix for that to construction? How much is commercial vehicle? And then maybe what -- some color with regards to like construction and commercial vehicle as to sort of what are you -- where are you providing your solutions, in what? Richard Warzala: Okay. So I would say to you first, Ted, we don't and we haven't in the past given you the real specifics on the percentages of each in the market, but I will give you some guidance on it. I mean, we've said to you that commercial automotive would always be something that we would stress to be below 10% of our annual revenues, and it is below 10% of our annual revenues, okay? And why do we want to do that? Well, we do like the core unit volume. It gives us the strategic purchasing power. It gives us the ability to apply what we have in the automotive markets into other related vehicle markets, so getting a cost advantage there. But I would tell you that our vehicle -- our commercial automotive market is performing well. It has definitely -- when we started talking about it 4, 5 years ago that there were real challenges there, that the book of business that we had acquired and some of the challenges in the market itself through supply chain and price increases and so forth, we worked our way through it and it's something that's performing. I would tell you, the net differential has been very, very positive for us. As far as powersports go, we did mention that -- we have mentioned that one of our major customers had a 2 source -- even the day we bought the company was going to have multiple sources, while we were single source for a long time. They had advised us that they were going to be having multiple sources of supply. And therefore, we did lose a portion of that business starting a little over a year ago. So that business is down. The market's been down. And it is below 10% of our business. So before, if you were -- back in 2013, '14 time frame, you would have realized that, that was maybe 22%, 23% of our business. And now it's below 10%. So we think that's healthy. And I would want to make a statement. It's not that we want it to be less. It is. And there's certainly some things that are going to impact it going forward, the tariffs, the USMCA agreements, the content of -- North American content that's in vehicles and so forth. So we've got a very robust solution that -- it's the higher end of the performance range, and we're applying that in other areas. So we like the diversification we're seeing into other markets. But powersports is definitely from where it was in its heyday early on. And when power steering became a part of every vehicle, we were one of the leaders in that and we enjoyed higher margins. But it's definitely a challenge today in getting automotive, like I'll call it, okay? And then the rest of it is made up of the other vehicles, where we talk about large trucks, rail, marine, construction, bus, all of that. So it's a combination of all of those, agricultural. And those are all solid -- and those are all solid. And we are emphasizing that we'd like to see growth in those as well. That's about the best of the color I can give you with that at this point. I hope that helps. Edward Jackson: No, it's great color, Dick. I appreciate it. Because if you look at that section -- that segment, excuse me. I mean, as you said like a little over a year ago, you kind of had -- went to dual source. But the business has really stabilized, just call it, $20 million, $22 million in quarterly revenue. Now that, that business is where it's at –- you see what I'm saying? -- the headwinds of it -- I'm talking about powersports -- are giving away. So I'm kind of wanting to understand the mix of it to see where -- what growth will come now that you –- you know what I mean? -- because powersports market in and of itself is clearly flatlining at this point. And then you have these other verticals as well. So I want to understand it because this segment is actually poised probably to start performing better. I had another question I want to ask you really quick. Give me a second. I lost my train of thought. I'll step out of line because I just completely -- like it went out of my mind. And if I think about it, I'll punch back in. Operator: And that does conclude the question-and-answer session. So I would like to turn the floor to management for any closing comments. Richard Warzala: Well, thank you, everyone, for joining us on today's call and for your interest in Allient. As always, please feel free to reach out to us at any time, and we look forward to talking to you all again after our fourth quarter 2025 results. Have a great day. Operator: Thank you. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.