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Operator: Good morning, and welcome to the 2025 Fourth Quarter Earnings Conference Call hosted by BNY. [Operator Instructions] Please note that this conference call and webcast will be recorded and will consist of copyrighted material. You may not record or rebroadcast these materials without BNY's consent. I will now turn the call over to Marius Merz, BNY Head of Investor Relations. Please go ahead. Marius Merz: Thank you, operator. Good morning, everyone, and welcome to our fourth quarter earnings call. I'm here with Robin Vince, our CEO; and Dermot McDonogh, our CFO. As always, we will reference our quarterly update presentation, which can be found on the Investor Relations page of our website at bny.com. And I'll note that our remarks will contain forward-looking statements and non-GAAP measures. Actual results may differ materially from those projected in the forward-looking statements. Information about these statements and non-GAAP measures is available in the earnings press release, financial supplement and quarterly update presentation, all of which can be found on the Investor Relations page of our website. Forward-looking statements made on this call speak only as of today, January 13, 2026 and will not be updated. With that, I will turn it over to Robin. Robin Vince: Thanks, Marius. Good morning, everyone, and thank you for joining us. I'll begin with a strategic update, and then Dermot will take you through our financial performance in the fourth quarter, our outlook for 2026 and our increased targets for the medium term as we look ahead toward the next phase on our journey to unlock BNY's full potential over the long term. Starting on Page 3 of our quarterly update presentation. 2025 was another successful year for BNY. In short, we delivered record net income of $5.3 billion on record revenue of $20.1 billion and generated a return on tangible common equity of 26%. Total revenue grew by 8% year-over-year. In combination with expense growth of 3%, we drove 507 basis points of positive operating leverage on a reported basis and 411 basis points, excluding notable items, resulting in an improved pretax margin of 35%. Consistent execution delivered 4 consecutive quarters of positive operating leverage in 2025, bringing us to 8 consecutive quarters overall. Taken together, we grew earnings per share by 28% year-over-year to $7.40 and returned $5 billion of capital to our shareholders through common dividends and share repurchases. This strong financial performance was the output of our work to reimagine BNY and was enabled by tangible progress across strategic priorities over the past year, which we highlight in the 4 boxes on Slide 4. First, our commercial model is working. Operating as One BNY, we are starting to bring the full breadth of the company together to deliver more products and services to meet our clients' needs. This includes embedding sales practices and behaviors that enable our teams to deliver more and better for clients with greater consistency to drive deeper relationships with existing clients and open the door to new ones. We achieved record sales performance for the year, and we announced several noteworthy wins in the fourth quarter. Further deepening our relationship, WisdomTree selected BNY as their banking as a service provider for the WisdomTree Prime platform. This solution brings together banking, payments, custody and digital assets to support the growth of WisdomTree's new retail distribution model and its strategy on being a leading digital asset forward investment manager. [ Jupiter ], an active asset manager, selected BNY for a suite of capabilities from front to back from investment operations and data management all the way through to custody, streamlining their operating platform and positioning them for the future. And Japan's Government Pension Investment Fund selected BNY to deliver integrated data and analytics for private markets. This solution aims to help them manage complexity, enhance transparency and improve decision-making across their growing alternative investment portfolio. Second, we continued to make progress in unlocking the scale and growth potential of our platforms by transitioning approximately half of our people into the platform's operating model over the course of 2025, which brings us to more than 70% of our people working in the model today. This initiative has been a core component of rewiring BNY to make us more agile and intentional in how we deliver to clients. [indiscernible] performs part of a larger collection of initiatives that are at the heart of running our company in a fundamentally different way. Third, in 2025, we made significant advances in the adoption of AI, underscoring our industry leadership in this burgeoning space. Built upon very deliberate investments over the past several years, our enterprise AI platform, Eliza, is unlocking capacity for our people, allowing them to focus on higher value work for our clients. We recently announced a collaboration with Google Cloud to integrate Gemini Enterprise capabilities into our Eliza platform, enhancing our ability to support deep research, analysis and data-intensive workflows across the company, building on existing collaborations with OpenAI and others. These collaborations underscore our commitment to deploying AI responsibly and scale. We expect that over time, AI will allow us to remake many of our processes and systems in new and exciting ways. And that, together with embedding AI in our products and services, represents a significant opportunity for our company in the years ahead. Fourth, BNY has a rich 241-year history of innovation, from issuing the first loan to the U.S. government to becoming the first U.S. [ G-SIB ] to offer digital asset custody. Our focus on innovating new products and solutions is centered on building trusted market infrastructure for the long term and serving our clients in new and evolving ways including increasing delivery of new capabilities connecting the traditional and digital asset worlds. This past quarter, for example, we launched the Dreyfus Stablecoin Reserves Fund, a government money market fund designed to support stablecoin issuers and institutional participants to manage eligible reserve assets providing BNY's cash and liquidity solutions expertise to the growing digital payments ecosystem. Our recently announced tokenized AAA CLO strategy in partnership with [ Securitize ] brings high rated structured credit product onto the blockchain with BNY serving a sub-adviser and custodian of the underlying assets. And just last week, we announced that we have taken the first step in our strategy to tokenize deposits by enabling the on-chain mirrored representation of client deposit balances on our digital assets platform. As we reflect on the scope of our market-leading businesses, our central position as a provider of financial market infrastructure and the depth and breadth of our client relationships, traditional and digitally native. We believe that we are particularly well positioned to advance the future of financial markets. From the very beginning of our work 3 years ago, we have taken a long-term view toward unlocking BNY's full opportunity as a financial services platforms company with a commitment to disciplined execution and sustained value creation for our clients and shareholders over time. I'm going to touch briefly on some of the work that has brought us here described on Page 5 of our presentation. Two years ago, we communicated our strategic road map and a set of medium-term financial targets for what we viewed as the first foundation setting phase in a multiyear transformation of BNY. While there are elements of that work that will continue well into the future, we consider that this is the right moment to begin to turn the page towards our next phase. But before we get to that, I'll take the opportunity to reflect on our efforts, the impact that we've seen across our businesses and operations and how this has started to translate into improved financial performance. As we embarked on the journey, we recognized early on that we had to work across several fronts at the same time. Simplifying how we operate, improving execution and delivering for our clients and that how we did it as a team was essential to creating deep and enduring change. Thorough strategic and financial business reviews demonstrated to us the powerful combination of capabilities within BNY. We are the #1 custodian in the world and the #1 collateral manager, the leading provider of issuer services and the primary settlement agent for U.S. government securities. We operate a top-tier payments and liquidity franchise and offer our clients leading investments and wealth capabilities. Individually, these are market-leading businesses together they represent a set of highly adjacent financial services platforms operating at the center of global financial markets, difficult to replicate at scale and increasingly valuable to our clients. To organize the company around execution, we deliberately framed our work across 3 simple elements of strategy, which we continue to focus on. The first was clients. To be more for them, to deliver more of our existing products to our existing clients to add new clients, to add new products and to meet clients where they are with solutions tailored to their needs and responsive to market trends and opportunities. The second was on how we run our company. We knew we could do that better simplifying, improving financial discipline, breaking down barriers, challenging the status quo and reimagining our operating model as a platform company. The third was culture. Simple to say, hard to do, but magical when it works, a collective sense of ownership, teamwork and accountability, all coming together to bring the other 2 key strategic pillars to life. This spirit of ownership and accountability is at the heart of our delivery. So it was important to us to build credibility and momentum through consistent execution toward better business and operational performance, some examples of which you can see on Slide 6. What has been and continues to be the single most compelling growth opportunity for BNY is doing more business with our existing clients. In 2024, we launched our new commercial model designed to encourage our sales and service teams to raise their ambition equip them with new tools and to enable our people to deliver solutions from across BNY, leveraging the full breadth of our platforms. Over the last 2 years, the number of clients buying 3 or more of our services increased by more than 60%, and organic fee growth has climbed to 3%, reflecting good progress with even greater opportunity ahead. In combination with stronger organic growth, we took steady, deliberate actions to reduce sensitivity to interest rates, driving more resilient top line revenue growth in a range of macroeconomic environments. At the same time, our ongoing transition and increasing maturity in the platform's operating model is reducing friction and driving further productivity improvements. For example, investments in digitization and automation have meaningfully lowered the unit cost for processes like striking a NAV and settling a trade and our people are building innovative AI solutions that we expect over time will have a meaningful impact across the company. We're proud that in 2025 alone, we deployed over 130 digital employees, industry-leading multi-agentic AI capabilities. Our digital employees work alongside our people, supporting them with tasks like validating payment details and remediating code vulnerabilities, allowing teams to focus on higher value work and client outcomes. Taken together, these metrics give glimpses into the how of our execution, milestones and examples, not end points, but helpful indicators that our strategy is working and that there continues to be meaningful opportunity ahead. Turning to Slide 7. By centering the company on positive operating leverage as our North Star, we created a clear intuitive framework for our teams to execute on. The cumulative impact of our steady improvement year after year while capitalizing on a relatively supportive market backdrop has resulted in a meaningful improvement in BNY's financial performance over the last few years. More consistent revenue growth and deliberate expense management have resulted in positive operating leverage, margin expansion and improved profitability, together, driving double-digit annual earnings per share growth. Turning to Slide 8. When compared to BNY's financial performance over the prior decade, we can see the difference that consistent discipline, clear intent and sustained execution make over time. More resilient top line revenue growth has started to build and better control of our expense base has allowed us to continue to self-fund important investments in future growth. While we're encouraged by this progress, we are not satisfied. Our work is far from complete. We remain humble and intensely focused on the opportunity ahead. To that point, I'll wrap up on Slide 9 with where we are headed next. With the foundations largely in place and more of the people in their seats to help us execute. The next phase of our journey to unlock BNY's potential is about realizing scale and growth opportunities across our company. As we mature in our new commercial and platform models unlock capacity using AI and in so doing, serve our clients in new and better ways, enabling the global financial markets and infrastructure of the future. Taken together, our focus for 2026 and over the medium term represents an exciting shift: Built on the work done over the past 3 years to enable higher growth and deliver on the competitive advantages embedded in BNY as we remain steadfast in our commitment to create value for you, our investors. I want to thank our teams around the world for their dedication to our clients and their commitment to reimagining our company. We are entering 2026 with positive momentum and we are excited for the work ahead of us. With that, I'll turn it over to Dermot to take you through the financials for the quarter in greater detail before reviewing our outlook for 2026 and our next set of milestones. Dermot? Dermot McDonogh: Thank you, Robin, and good morning, everyone. I'm picking up on Page 12 of the presentation with our results for the fourth quarter. Total revenue of $5.2 billion was up 7% year-over-year. Fee revenue was up 5%. This included 8% growth in investment services fees primarily driven by net new business, higher market values and higher client activity. Investment Management and performance fees were flat as growth primarily resulting from higher market values was offset by the impact of the mix of AUM flows and the adjustment for certain rebates we discussed in prior quarters. Firm-wide AUC/A of $59.3 trillion increased by 14% year-over-year, reflecting client inflows, higher market values and the favorable impact of a weaker U.S. dollar. Assets under management of $2.2 trillion were up 7%, reflecting higher market values and the weaker dollar, partially offset by cumulative net outflows. Investment and other revenue was $135 million in the quarter, including $43 million of other investment losses and $15 million of net securities losses. Net interest income increased by 13% year-over-year, primarily reflecting the continued reinvestment of maturing investment securities at higher yields and balance sheet growth, partially offset by deposit margin compression. Expenses of $3.4 billion were flat year-over-year on a reported basis and up 4% excluding notable items. This reflects higher investments and revenue-related expenses, employee merit increases and the unfavorable impact of the weaker dollar, partially offset by efficiency savings. Provision for credit losses was a benefit of $26 million in the quarter, primarily driven by improvements in commercial real estate exposure and changes in the macroeconomic forecast. Pretax margin was 36% on a reported basis and 37% excluding notable items. And return on tangible common equity was 27%. Taken together, we reported earnings per share of $2.02, up 31% year-over-year. And excluding notable items, earnings per share were $2.08, up 21%. Robin touched on our results for the full year earlier, but turning to Page 13, I'd like to expand on some of the most important items. We grew total revenue by 8% year-over-year to a record $20.1 billion for the full year of 2025. Fee revenue was up 6%. We grew investment services fees by 8%, primarily driven by net new business, higher market values and client activity. Investment Management and performance fees were down 2%, reflecting the mix of AUM flows and lower performance fees, partially offset by higher market values and the weaker dollar. Net interest income was up 15%, primarily driven by the reinvestment of maturing investment securities at higher yields and balance sheet growth, partially offset by deposit margin compression. Expenses of $13.1 billion were up 3%, both on a reported and on an operating basis. Excluding the impact of notable items, the increase reflects higher investments, employee merit increases, higher revenue-related expenses and the unfavorable impact of the weaker dollar, partially offset by efficiency savings. Pretax margin was 35% on a reported basis and 36% excluding notable items. And return on tangible common equity was 26% for the year. As Robin noted earlier, we reported earnings per share of $7.40. Excluding notable items, earnings per share were $7.50, up 24% year-over-year. On to Capital and Liquidity on Page 14. Our Tier 1 leverage ratio for the quarter was 6%, down 9 basis points sequentially. Average assets increased by 3% on the back of deposit growth, and Tier 1 capital increased by $439 million, driven by capital generated through earnings and a net increase in accumulated other comprehensive income partially offset by capital returns through common stock repurchases and dividends. Our CET1 ratio at the end of the quarter was 11.9%, up 17 basis points sequentially. Over the course of the fourth quarter, we returned $1.4 billion of capital to our shareholders, representing a total payout ratio of 100%. Our consolidated liquidity coverage ratio as well as the consolidated net stable funding ratio remained unchanged at 112% and 130%, respectively. Next, net interest income and balance sheet trends on Page 15. We Net interest income of $1.3 billion was up 13% year-over-year and up 9% quarter-over-quarter. Like the year-over-year increase discussed earlier, the sequential increase was primarily driven by the continued reinvestment of maturing investment securities at higher yields and balance sheet growth, partially offset by deposit margin compression. Average deposit balances increased by 4% sequentially, reflecting 4% growth in interest-bearing and 1% growth in noninterest-bearing deposits. Average interest earning assets were up 3% quarter-over-quarter. Cash and reverse repo balances increased by 4%, loans increased by 5% and investment securities portfolio balances increased by 2%. Turning to our business segments, starting on Page 16. Security Services reported total revenue of $2.5 billion, up 7% year-over-year. Total investment services fees were up 11%. In Asset Servicing, investment services fees grew by 11%, primarily reflecting higher client activity and higher market values. Asset Servicing continues to show strong momentum as clients increasingly access the breadth of capabilities across our platforms to help them evolve their operating models. Sales wins over the course of the year showed broad-based growth across products and segments with particular strength in custody and with alternative asset managers, banks and broker-dealers, a testament to our targeted investments in the fastest-growing segments of the market. ETF AUC/A of $3.8 trillion ended the year up 34% year-over-year, reflecting growth from the more than 2,500 funds serviced on our platform, which was up 22% year-over-year. Alternatives AUC/A were up 10% year-over-year, including double-digit growth in private markets. We continue to invest in capabilities to support our clients' growth, including in retail alternatives with solutions spanning custody, fund services corporate trust, FX and hedging. Broadly speaking, approximately half of all asset servicing wins this past year represented multiline of business solutions reflecting the growing effectiveness of our new commercial model and client demand for consolidating with trusted partners. In Issuer Services, Investment Services fees were up 12% primarily driven by higher client activity in depository receipts. And in our Corporate Trust business, we're pleased with the momentum across our franchise and see significant multiline of business opportunities ahead especially with corporate and municipal clients. We maintained our #1 position in conventional debt servicing and in CLOs and munis where we hold #2 positions we increased our market shares by 4 and 3 percentage points year-over-year, respectively. In Security Services, overall, foreign exchange revenue was down 3% year-over-year reflecting lower spreads on the back of lower volatility, partially offset by higher client volumes. Net interest income for the segment was up 8% year-over-year. Segment expenses of $1.7 billion were flat year-over-year, reflecting higher investments and revenue-related expenses, employee merit increases and the unfavorable impact of the weaker dollar, offset by efficiency savings and lower litigation reserves. Security Services reported pretax income of $838 million, a 30% increase year-over-year and a pretax margin of 34%. It is worth highlighting that for the full year of 2025, Security Services reported a pretax margin of 33%. That was an improvement of 4 percentage points year-over-year and exceeded the medium-term target of equal to or greater than 30% that we established for this segment in December of 2021. Next, Markets and Wealth Services on Page 17. Markets and Wealth Services reported total revenue of $1.8 billion, up 8% year-over-year. Total Investment Services fees were up 4%. In Pershing, investment services fees were down 2%, reflecting client activity in the prior year quarter related to the de-conversion of lost business, partially offset by higher market values. Net new assets were $51 billion in the fourth quarter, representing healthy growth from both new and existing clients. Over the course of 2025, we earned numerous wins from new $1 billion-plus wealth firms and the business accomplished several multiyear contract renewals with key clients. Our commitment to serving multibillion-dollar growth-minded wealth firms across a full suite of custody, clearing, lending, investment products and wealth services is met with interest from existing and new clients and we remain focused on capitalizing on the important opportunity to enable growth for breakaway advisers as their platform of choice. For example, this past quarter, 71 West Capital Partners and West [indiscernible] Wealth Partners selected BNY Pershing to provide custody and clearing for their new independent full-service RIA firms. In Clearance and Collateral Management, Investment Services fees increased by 15%, reflecting broad-based growth in collateral balances and clearance volumes. Average collateral balances of $7.5 trillion increased 15% year-over-year, and average settlements exceeded 1 million per day in the fourth quarter, reflecting higher market activity and new clients on our platform. Against a supportive backdrop from continued issuance and demand for U.S. treasuries, we're focused on innovating solutions that help our clients optimize capital meet evolving regulatory requirements, scale, operational efficiency and access market infrastructure and liquidity. In our Payments & Trade business previously called Treasury Services, Investment Services fees were up 3%, primarily reflecting net new business. Over the course of the year, this business has shown strong performance on the back of broad-based growth across products and regions. Solid growth in sales wins over the course of the year, enabled by our strategic investments in capabilities and talent, give us good momentum into 2026. Net interest income for the segment overall was up 20% year-over-year. Segment expense of $930 million were up 9% year-over-year reflecting higher investments and revenue-related expenses, employee merit increases and higher severance expense, partially offset by efficiency savings. Taken together, our Market and Wealth Services segment reported pretax income of $882 million, up 9% year-over-year and achieved a pretax margin of 49%. Turning to Investment and Wealth Management on Page 18. Investment and Wealth Management reported total revenue of $854 million, down 2% year-over-year. Investment Management fees were up 1% driven by higher market values and the favorable impact of the weaker dollar, partially offset by the impact of the mix of AUM flows and the adjustment for certain rebates, which I mentioned before. Segment expenses of $703 million were flat year-over-year as the impact of higher investments and the weaker dollar was offset by efficiency savings. Investment and Wealth Management reported pretax income of $148 million, down 14% year-over-year and a pretax margin of 17%. As I mentioned earlier, assets under management of $2.2 trillion increased by 7% year-over-year. In the fourth quarter, we saw net outflows of $3 billion including $23 billion of net outflows from long-term strategies and $20 billion of net inflows into cash. Wealth Management client assets of $350 billion increased by 7% year-over-year, reflecting higher market values. Over the past year, we've worked hard to bring our investment in wealth management business closer to our other BNY platforms, streamlined operations and build towards stronger top line growth, including by making several key strategic hires. We expect that 2026 will be the year in which this work will start to translate into improved financial performance. I'll close with our financial outlook. Page 21 shows the current expectations for 2026. Notwithstanding a very dynamic operating environment, positive operating leverage continues to be our North Star and so we have set ourselves up for another year of more than 100 basis points of positive operating leverage in 2026. This reflects our current expectation for total revenue excluding notable items, to grow by approximately 5% year-over-year in 2026 market-dependent. And accordingly, a plan for approximately 3% to 4% growth in expenses, excluding notable items. Specific to the first quarter, I would like to remind you that staff expenses are typically elevated due to long-term incentive compensation expense for retirement-eligible employees. And on taxes, I'd like to note that over the course of 2026, we expect a quarterly tax rate of approximately 23%, with the exception of the first quarter, in which we currently expect to see a tax benefit from the annual vesting of stock awards. Finally, turning to Page 22 for our outlook for the medium term. 2 years ago, we communicated our first set of medium-term financial targets, which were to improve BNY's pretax margin to equal to or greater than 33% and our return on tangible common equity to equal to or greater than 23% while maintaining a strong balance sheet. Today, we are raising the bar. We are increasing our pretax margin target by 500 basis points to 38% and we are increasing our return on tangible common equity target also by 500 basis points to 28%. These new medium-term financial targets represent the next milestones on our path to unlocking BNY's full potential over the long term. What remains unchanged is our commitment to prudent balance sheet management and with it, our philosophy for capital deployment and distributions. Our Tier 1 leverage ratio management target remains unchanged at 5.5% to 6%, and we will continue to manage ourselves conservatively to the upper end of that range for the foreseeable future. Robin talked about our strategic priorities for this next phase on our multiyear transformation of BNY earlier. These new medium-term financial targets are a reflection of our confidence in the solid foundation we've built over the past few years and they demonstrate our determination to continue driving positive operating leverage as we realize greater scale and growth opportunities across our platforms. And with that, operator, can you please open the line for Q&A. Operator: [Operator Instructions] We'll take our first question from Ebrahim Poonawala with Bank of America. Ebrahim Poonawala: I guess maybe first question for you, Dermot, on the guidance, especially when we look at the revenue growth, just annualizing our fourth quarter NII gets you to about 9% growth on the NII side. So if you don't mind unpacking that a little bit around what are the assumptions underpinning that revenue growth outlook and on fees as we think about '26? Dermot McDonogh: Okay. Ebrahim, hope you're well. So let me start with saying this year, we're doing it slightly differently. We finished the year with $20.1 billion of revenue, and the performance over the last 3 years has given us confidence to guide top line growth. And as I said in my prepared remarks, the guides that we're giving to you for 2026 is up 5%, plus or minus year-on-year on the top line revenue. Now underneath that, you have both fees and net interest income. And I've said previously that Q4 is a good jumping off point but December was a particularly strong month for us in NII. So the way I would think -- the way you should think about NII for us this year is a little bit ahead of 5%, fees may be a little bit lower than 5%. So all in top line growth, up 5%. Ebrahim Poonawala: Understood. That's helpful. And I guess maybe one bigger picture question, just around as we think about the strategic targets and maybe, Robin, your thoughts, I guess the one missing piece here is how would you want the seat to think about -- I guess, the medium-term earnings growth potential for BNY. And within that construct, for whatever reason, if the revenue growth environment worsens, your level of confidence in defending the margins and the ROTCE targets that you've upgraded today? Robin Vince: Sure. So look, I'll take it, it's kind of got 2 parts. I'll take it both parts of that. But first of all, on the growth targets. Look, we've said all along, the positive operating leverages are North Star. And we've also said that there will be different components to achieving that in any year. And I think it is important to note that, and that's one of the reasons why as Dermot just said, we sort of moved to the total revenue guide because we recognize it's sort of a compositional question. But you should be able to hear from us, certainly, in our prepared remarks, is a bit of an increased conviction inside the company about our ability to win and grow. And we've certainly been setting internal aggressive sales and revenue targets to be able to do that. But to your question, we're certainly humble about the fact that we've got to be careful around any particular assumptions on market environment. And this is where I come back to the fact that we're all risk managers at heart. We're sort of projecting out a lot of different potential scenarios. And we take very seriously the fact that we've got to have levers to the extent that the markets might end up disappointing. And so we created agility in our expense base. And that's been part of our work over the course of the past 3 years. The platform's operating model work, the work that we originally did around some of the efficiency savings, making choices. And the fact that we've now got the rhythm of saying, "hey, we could actually make different choices on business development expenses, compensation if needed, the investment book of work." And so this agility is extremely important. But I'll just also recap with a reminder of the fact that we've also deliberately positioned the platforms inside the company and the whole company to trying to reduce the macro sensitivity to the world. And so you've seen that in NII. We actually specifically called it out in the presentation. But if you look at the different cylinders of the revenue engine of BNY equity market values, fixed income market values, equity market transaction volumes, fixed income market volumes, government issuance, private sector issuance, capital markets activity, GDP growth, payments, software, services, execution and clearing, generally, fixed income and equities. That is all very deliberately positioning ourselves to be able to be more resilient. But then, of course, to your question, to the extent that things happen, we can still react to them. That's how I think about it together. Operator: We'll take our next question from Michael Mayo with Wells Fargo Securities. Michael Mayo: As part of your new hire targets, how much does your thought about tech and AI play into that and specifically, as it relates to AI, you certainly got our attention. You have over 100 digital employees. How many of those AI digital employees do you expect to have over 3 to 5 years? And what's the savings from them? And again, how does that play into your new hire targets? Robin Vince: Yes. Thanks, Mike. Look, AI, we think, is super important. We think it's just going to be able to be a catalyst for transformational change. We think that's true for the world. One of the most important evolutions in a technology, frankly, in hundreds of years is the way that we think about it. And so given that, it's very hard to project very clearly exactly where we'll be 1, 2, 3, 4, 5 years from now. And so there's always the risk that we haven't properly and fully incorporated it into our medium-term targets because while we thought about it, it's hard to look into the future that clearly. But the way that we think about AI and maybe this will be helpful, therefore, is we think that the technology has already gotten to a level where it can have a very significant impact, frankly, on all of us individually and companies and certainly here at BNY. And if that follows then we think it follows that adoption and integration risk becoming the limiting factors. So what we focused on is the real cultural side of it. Making AI for everyone, everywhere and for everything at BNY is our mantra. We launched our AI hub in 2023. That was just after the ChatGPT moment. We now have an enterprise AI platform, Eliza, that's general intelligence model-agnostic, and it supports this multi-agent functionality that underpins the digital employees that you referenced. And then we've put in place the resources to support that to really enable the scaling of it. That's all of the GPU compute. We've got our own NVIDIA hardware and tech, but we've also got the collaborations with Google that I mentioned in my prepared remarks and OpenAI and others. And then the culture point again, and you'll see this, it sort of resonates through the whole set of transformation and rewiring concepts that we're talking about for the company. It's as true for AI because if AI is this great capability, it's a superpower, it can, therefore, be a capacity multiplier for our people and so that's what is causing our people to be able to pull AI towards them, hence, the digital employees working side by side with our people. Now it is early days. We will continue to give you mark-to-market in terms of how we're making progress on this. But we are short-term enthusiastic, medium-term excited and long term, believing that it will have a significant positive impact. Michael Mayo: That was helpful. So I get the enterprise with Eliza scaling culture, you're excited about it, but could you put a little bit more meat on the bones if you could, like you might have 134 digital employees today and does that equate to in savings? And where do you think that number goes to? Or that's a little bit more detail, if you could? Dermot McDonogh: Mike, it's Dermot here. If you review the materials on Page 6 of our financial presentation, you'll see over the last couple of years that our headcount has trended down a little bit, but that's not really anything to do with [ AIES ]. We talk about internally, AI is unlocking capacity we don't think about it as in the narrow definition of efficiency. It's all about growing with clients, increasing revenues and optimizing the potential for our employees. So you have to think that over time, AI as a superpower as Robin just said, is going to increase revenues, create capacity and will allow us to do more with existing resources. And over the last couple of years, we've been doing this right since the get-go in terms of enterprise-wide strategy. We've been quite constrained in our spending, and we've been very disciplined, we continue to spend more on cyber resiliency than we do on AI. So the return for our money is very, very high from probably getting from the enterprise today. And so we only see upside from here. Operator: We'll move to our next question from Ken Houston with Autonomous Research. Unknown Analyst: I wonder if you can detail a little bit the pretax margin improvement to 5 points. What -- can you go through kind of each of the businesses and talk as to how your individual business line pretax margin thoughts are evolving within that too? Like where do we get the most juice? Dermot McDonogh: Okay. Thanks for the question. So if you kind of go back to 2023, we delivered an actual performance pretax margin of 30% and ROTCE of 22%. And back then, when we initially established the medium-term targets, we went for 33% and 23%. And now we're going with new medium-term targets today of 38% and 28%. So you see real progression there over the last 3 years. And also today, as I mentioned on the first question from Ebrahim, you see us guiding for the first time, top line revenue growth. Previously, we guided by business. You will have seen us guide 4 years ago on security services and we've kind of surpassed that guide. And so that really speaks to the power of the One BNY transformation that we've been doing over the last 3 years. We have 3 segments: Security Services; we see upside in Corporate Trust; we see upside in Depository Receipts. We feel that asset servicing over the last 3 years has really transformed in terms of growing revenues, taking advantage of efficiencies and driving pretax margin. So that kind of disciplined focus on expenses is allowing us to better price for business to win in Asset Servicing. Market and Wealth Services is the most akin to platforms at scale that we have at the moment as the rest of the firm matures in the platform operating model. The pretax margin there is roughly, give or take, around 50%. We would expect to grow that pie at that margin. And so the upside from there on that segment was probably a little bit muted. But in Investment and Wealth Management, where we've guided 25% and we finished last year at roughly 17%. That's where we see the most opportunity in '26 and beyond as we kind of begin to see the green shoots of recovery in that segment come back. So One BNY overall delivering for clients, as Robin said in his prepared remarks, 64% increase in clients buying from 3 or more lines of business in the last 3 years. 10% of new logos coming to the firm last year as a percentage of sales. So the clients are noticing what we're doing and want to do more with us. Robin Vince: And remember, there's a compositional thing here as well, Ken, because if you think about the combination of corporate trust, depository receipts, payments, trade CCM and Pershing, which are kind of the platform [ e-businesses ]that Dermot was talking about, that now represents about 2/3s of the PTI of the company, 3 years ago, that was just 55%. So there's a bit of an averaging here given the fact that that's -- those are the -- that's the segment, MWS and the businesses that are actually growing the fastest inside the company. So actually as a percentage of the whole, they're growing. And that's a factor here, too. Unknown Analyst: Yes. Got it. And just a follow-up, Dermot, on your point about how December was a strong month for NII. You guys have done a very good job kind of consistently being conservative about your NII outlook. What would you say about the fourth quarter? Was it deposit balances? Was it pricing? Like what are the elements that may not run rate forward relative to your exit? Dermot McDonogh: So Q4 really was balances held in quite nicely, and we had -- we always say that we don't lead with deposits and really NII is an output as a result of franchise activity. And in Q4, we had very strong activity in our asset servicing business, which caused balances to outperform in the last few weeks of December, and that caused the outperformance. Unknown Analyst: Okay. I would just think that just as you're continuing to push, as you mentioned just before, like why wouldn't that just be a better organic hold on just activity and overall balances? Dermot McDonogh: So if you kind of take balances overall, for 2026, we expect balances throughout the course to be roughly flat, Q4 is normally our strongest quarter on balances. Q3 is usually the seasonally slowest and you would expect over the next couple of quarters to moderate down slightly. When we give you the -- when we think about the 5% plus, it's really around the asset side of the balance sheet where we have securities kind of rolling off, and we're reinvesting as a kind of [ 100 to 150 ] basis point pickup. So we kind of -- we've narrowed the range of the cone of outcomes as it relates to interest rate volatility, balances we expect remain roughly in line or flat, and the pickup will come from assets rolling off into higher-yielding securities. Operator: We'll take our next question from Steven Chubak with Wolfe Research. Steven Chubak: So Robin, I wanted to start with a question on your newly launched tokenized deposit capabilities and I was really hoping you could speak to institutional demand for the offering what has been some of the early feedback? And as the effort scales over time, how might your monetization approach differ versus some more traditional deposit gathering activities. Robin Vince: Sure. So look, I just sort of step back from the whole thing because this really is part of the overall digital asset opportunity. We see global financial markets as transforming, moving towards more of an always-on operating model. And we're in the business of moving, storing and managing money. And so we think we're particularly well positioned to connect the traditional and the digital rails to really be able to enable clients. And so our road map has really been, right from the beginning, focus on the innovation, be able to bring the capabilities online with that first with digital asset custody, stablecoin enablement. You just mentioned the tokenized deposits. And so that allows us to be able to serve both the new digital native clients who, by the way, want the new digital services, but they also want some of the traditional services from us. So we're enabling both with them, and it also allows us with our existing clients to be able to help them to be able to move into this world. So for instance, as a client might want to open up a new share class in parallel to their traditional share classes, maybe they want to open up a tokenized share class, we can do that as well. So it really is these 2 things working in concert that we think unlocks new possibilities. And we see the value of the improved efficiency, reducing friction that is real value here. And so then when you click in, stablecoins and tokenized deposits are just to become 2 examples of all of that, stablecoins providing the on-chain settlement currency, which is very necessary and it's frankly because it's their stable value, probably better some of the other alternatives. And there, of course, there are choices there in the stablecoins. And then tokenized deposits really improving the internal utilization of cash. And so for a client making a deposit with us, we can actually improve the usability of that deposit, it becomes sort of programmable, if you will. And it allows that money to be able to work harder and faster for them to be able to facilitate other activities and ultimately might, in fact, create the opportunity for clients to be able to do more things with us anchored around some of those types of activities. Steven Chubak: Robin. And for my follow-up, maybe for Dermot, just on the clearance and collateral management business. You've delivered 4 consecutive years of double-digit fee growth in that area, exited this year growing 15%. Just given expectations for a meaningful uptick in treasury issuance, how does that inform the outlook for the business? Is this double-digit growth rate sustainable? And what are some of the factors that could potentially derail some of the recent momentum? Robin Vince: Great question. So the way I would think about this is, as you rightly pointed out, the growth rate over the last couple of years has been quite nice to see. And so we would say the growth rate from here, probably a little bit more modest compared to previous years. We have the treasury clearing mandate coming in, which we expect to kind of influence some of the things that go on there. So in the U.S., I would say, more treasury issuance a little bit more stable than we've seen in the prior couple of years because we've kind of volumes, et cetera, et cetera, are beginning to moderate and where we see some of the growth opportunities outside the U.S., and we've said that on prior calls, where we're continuing to invest in new products and services around the world. So we expect to continue to grow internationally and moderate in the U.S. Operator: We'll take our next question from Alexander Blostein with Goldman Sachs. Alexander Blostein: I was hoping to jot a little bit and talk about the fee revenue outlook as a whole. You guys updated the organic revenue growth for 2025, which looks like came in at 3%. Some businesses are doing better, some are doing a little worse. And the ones where you're seeing strength, particularly things like Security Services, it sounds like that momentum is continuing and then in things that are slower when I think about like Pershing or maybe your asset management, there are some idiosyncratic things that you pointed to that should improve. So as you think about organic fee growth into '26 and beyond, any way to frame what that could look like? Dermot McDonogh: So thanks for the question, Alex. I really would look at and study Page 6 of our presentation. There are 2 graphs that I particularly like on that page. One is the deeper client relationships where you can see that over the last 3 years, we've grown clients who are buying for more than -- 3 or more lines of business has increased by 64% and then when you pivot over to the middle page, you can see that 2022 flat organic, '23 flat organic 24%, 2% and 2025, 3%, then that gives us the confidence to be able to guide 5% to the top line of $20.1 billion. And as I said in an answer to an earlier question, 10% of our sales last year was with new logos. And when you listen to Robin and his answer to the previous question on digital assets, more clients are coming to us because they want thought leadership. And as a consequence of leadership in new spaces, frontier products, we're doing stuff in traditional services. So the short answer to your question is it's the portfolio effect of delivering One BNY to a broad range of clients. Robin said 3 years ago, we have a client list that's the envy of The Street. We pretty much service most of the S&P 500. And so clients are seeing the change that's happening at the company, and they want to do more with us. So I would say no one business is doing better than the other. Everything has upside, everything is opportunity. As it relates to Pershing specifically, I'm pleased to say that the last couple of years, I would have said on most calls, [ were ] deconversion due to M&A activity, that's largely behind us, which reinforces why we feel confident that we continue to grow now at mid-single digits for net new assets. So we feel good about Pershing and the opportunity that's in front of us there. And also, as I said in the answer to a previous question, we feel we've turned the corner in IWM and '26 is the year that we're going to begin to see the transformation as we brought that business closer together with BNY. Robin Vince: And Alex, I'll just add one thing, which is -- and I understand because we've talked about this a bunch over the course of the past couple of years in terms of, okay, where is the growth going to come from? How are you really thinking about it? We talked before about the alpha and beta that we see in the overall business model. And so I just want to remind you of the beta point. Dermot touched on it related to digital assets. But just remember, there are quite a few megatrends that that we think can be quite interesting tailwinds for the company. And so the question is, have we positioned the company in the right way and all of our business platforms to really be able to serve clients as it relates to those various different trends. So just very briefly to tick through them, capital markets, the growth in capital markets issuance, trading, movement of assets. Think about it, corporate trust, our payments and trade business depository receipts, they line up very well with that particular trend, alternatives and our ability to support clients -- alternative clients end-to-end, private market assets, again, Corporate Trust, Asset Servicing, very much playing in that space, wealth very important segment, Pershing, wealth investments are all significant players in participating in the growth of that megatrend. Digital assets, which we talked a bunch about already. And that, again, many of our businesses aligned to enabling that. The growth of fixed income, which Dermot touched on, that's relevant, not only in the obvious ways, but also in the financing private markets, data centers, U.S. treasury borrowing. And then the big one, outsourcing, clients wanting to focus on what they're really good at and asking us to step in because of the breadth of what we can do to do some of the one-stop shopping being a trusted provider and really giving us that opportunity to serve them more comprehensively. So when you think about that backdrop we have not only the alpha of all of the individual work that we're doing internally, but we're also positioning to be able to take advantage of that. We think the combination of the two things is pretty interesting. Alexander Blostein: Yes. No, I agree that. And definitely like the direction where things going on that Chart 6 -- or Slide 6. For my follow-up, guys, real quick on the buyback. I don't think I heard you guys talk about the capital return plans for 2026 specifically? And then just broadly, when you think about the growth algorithm of the firm, your medium-term targets. Obviously, you gave us margins and the return of capital. But as you think about the share repurchases and the total return of capital, how does that play out over the next couple of years? Dermot McDonogh: So big picture, Alex, the capital -- our capital philosophy remains unchanged as you both know, Robin and myself, we like to run to the upper end of our Tier 1 leverage ratio, lot of uncertainty in the markets the last couple of years. The outlook is going to be a little bit uncertain. So we like to kind of be in that kind of 6% ZIP code of Tier 1 leverage ratio. And when you step back from what is BNY, it's a capital-light balance sheet with a very clean balance sheet, very liquid balance sheet capital generator. And over time, we've consistently returned earnings to our shareholders. And so we expect that to continue and when you kind of solve for the model of what we've guided for 2026, it's going to be consistent. So the buyback number as a percentage is really an output to all the things that we've talked about earlier. So it's going to be in that kind of [ 95, 105 ] range. And so don't really feel that it's necessary to guide on the buyback anymore given the overall algorithm and the model that we have for the future. Operator: Our next question comes from Brennan Hawken with BMO Capital Markets. Brennan Hawken: I actually have a question on organic growth as well. And thanks for all the color you've given. So you generated 3% organic growth last year. Your assumptions in your outlook are that organic growth would accelerate, markets are flat, but yet the fee revenue outlook is sub-5%. So this is kind of 2 possible outputs, conservative outlook? Or was there some over-earning or onetime items that might have elevated the baseline that you're growing off of when we think about 2025 into 2026. Dermot McDonogh: So look, organic growth in '26 versus '25. I think if you look -- go back to Page 6 and you see the impact that the commercial model is having, right, on the 2 graphs of organic fee growth and deepening client relationships. The story is quite compelling. And so we continue to hire new talent. The commercial model is not even 2 years old. So we continue to bring in new talent around the world and we continue to raise the ambition of what we want to do with clients across a wide range of services. So I would expect higher organic growth this year, which reflects the flywheel of the new commercial model and also new product development and the culture that we've kind of changing over the last couple of years at the firm. We haven't really mentioned this, but we have hired a new Chief Product and Innovation Officer who's been with us a little bit over a year, and we would expect a similar impact on the product side of the house that we've had on the commercial side of the house. So we feel quite good about the outlook for organic growth to 2026. Brennan Hawken: No, no. I totally appreciate that. My question is if the organic growth is going to accelerate, markets are flat. How do we end up with sub-5% fee revenue growth? And correspondingly, if you've got organic growth -- I might as well also just throw my follow-up now. Why would balances be flat? Don't balances tend to move with organic growth as well. So shouldn't that move with organic growth? Or was there something in the baseline that might cause that -- those 2 metrics to diverge? Robin Vince: You framed the question at the beginning as we are we over-earning. We don't think we're over-earning. We think we are being thoughtful in the way that we're positioning the outlook for 2026. We see, of course, variability on each of the inputs to the total revenue actually overall line. But we recognize that it could come a little bit more or less with NII. It could come a little bit more or less with the organic fee growth. Of course, no one quite knows what going to happen with markets, which is why we're sort of making what we think is a reasonable baseline assumption there. So you're doing the math and we're kind of agreeing with you. We're not quite exactly sure how the composition is going to come, but we feel pretty good about the guide. Brennan Hawken: Excellent. Okay. Well, I look forward to seeing that organic growth continue to grind higher. So it's a great outcome. Operator: Our next question comes from Betsy Graseck with Morgan Stanley. Betsy Graseck: All set. All my questions have been asked and answered. Thanks so much for the time today. Operator: We'll take our next question from Glenn Schorr with Evercore. Glenn Schorr: Thanks. I'll just do one small one. We're getting long in the tooth here. So I heard your comments about the deconsolidation in Pershing running its course, and I agree. I just -- taking a step back, there's been a ton of consolidation in the space, except there's also a lot of PE ownership. There's a lot of more consolidation to come. And so I'm curious if you've looked underneath the covers to see your book of business and how high up in the table, it is, meaning do you service a lot of the consolidators or the consolidates in the future because there's going to be more. And then I worry a little bit about -- not that I agree with it, but in the past, sometimes when they get big enough, they think they can in-source and do it themselves. I'm just curious if you could talk a little bit about any part of that. Dermot McDonogh: Okay. Thanks for the question, Glenn. I see us playing a very significant role in what is a very big market. We are a $3 trillion player in this space. And we believe we have the products, we have the talent, and we have a right to play in this space. And we've seen that over the last 12 months, where we -- and I've said it in our prepared remarks, we've had contract renewals with big players. We've had a couple of breakaway clients in the fourth quarter that we've onboarded, which I said in my script. And so we feel like we're going to do as well as anybody else in this space, and we have the tools and the solutions and clients are happy with Wove. They like Wove. We've invested -- we have more than 50 clients on that platform now. We continue to grow revenue, and we continue to bring in talent to be able to drive the business forward. And so we kind of think maybe for the next couple of quarters, you won't see necessarily the M&A that's been seen in the last few quarters as people are digesting those transactions. And so there has to be a kind of a a pause for digesting and our pipeline is robust and healthy. Operator: We'll move to our next question from David Smith with Truist Securities. David Smith: Your new medium -- your new medium-term targets aren't too far ahead of the adjusted performance of the past quarter. Can you just go into some more details about why you feel like these are sufficiently ambitious given the opportunity set in front of BNY over the next 3 to 5 years? You pretty much hit your targets that you set in January 2024, for your full year 2024 adjusted results. So now I hear you about conservatism and the importance for unity across a range of market backdrops. But what -- can you share to show us why the bar has been set high enough for the next few years? Dermot McDonogh: Okay. So I was expecting this question. So as you -- who gets to ask it. The way I would answer it, if you go to Page 22 of our highlights presentation. When we were at [ finish '23 ], pretax margin was at 30% and we went with medium-term targets of 33% and 22% on ROTCE, 23% was the medium-term target. I think you appreciated that ambition and liked the targets, and it was doing it for the first time and said, okay, BNY is kind of raising the bar in itself. So now we closed the year quite strong and we're going with 38% and 28% for 3 to 5 years out. So again, we're going to stay -- we're going to do that over time through the cycle. And so a lot of things can go in a different direction. It's going to be nonlinear and we're raising the bar. Every day, we're trying to outperform that, but we're setting -- maybe think of that as a floor to our ambition and we'd look to outperform it. So we feel like it is stretchy for the firm given where it is in its transformation, and we're always going to look to outperform those targets. David Smith: Just as a follow-up, it's great to see the improvement in client relationship depth with clients who work with 3-plus businesses up 64% versus 2 years ago. Can you give us any sense of the number in absolute figures? Is it a single-digit percent of use 3 or more businesses at BNY right now? Is it the majority? Is it somewhere in between? Where do you want us to get to over the medium term? Dermot McDonogh: So one of the things that I haven't said is last year, we had 2 individual record sales quarters. So I would say it's all across the firm. And we've had 3 consecutive years of year-on-year growth in core fee sales. And so when you look about that in the context of a commercial model that's not even 2 years old, then you have to feel optimistic about the future. 60% of new clients buying from 3 or more lines of business and 10% of sales in 2025 were clients that are new to BNY. And that is some of the points that Robin made about the new products where clients are coming to us for thought leadership. And while they're with us and talking to us, they're doing traditional services. And we've seen an increase -- a 20% increase in annual sales productivity. So I think the hustle and energy within our commercial organization is possible and clients really want to talk to us about doing more with us. And also, the last point I'd make on this is -- over the last 3 years, we've roughly spent $0.5 billion each year investing in the firm and providing improved client service, improve solutions, improved product. And you can see that particularly showing up if I was to pick one business or one segment. You see it showing up in security services, which is really where we've really outperformed on the margin. And so we see a real flywheel of momentum there and we expect that to continue on the forward. Operator: Our next question comes from Gerard Cassidy with RBC. Gerard Cassidy: Robin, can you give us bigger picture, you guys have obviously put up very strong organic growth numbers, and that's the focus. But when you think about opportunities to grow through acquisitions or inorganic growth, is there any areas that have an interest to you? I know you've done a small deal a couple of years ago. And all the focus, again, has been on organic, which has been fabulous. But what about inorganic or acquisitions? How do you think about that? Robin Vince: Sure, Gerard. So look, let me just start with just bringing you back to our remarks because I do think this is a very important context for M&A because there are a lot of different reasons why folks can do M&A and one of them is obviously when they absolutely need to go do something because they've run out of runway themselves in some respect. And I think our headline is that our organic transformation is working and it started to show tangible results, and we think we've got strong momentum and the runway to create more value here for clients, and therefore, for shareholders over the near, medium and long term. We're certainly open-minded about inorganic opportunities if they can accelerate, derisk or enhance our value proposition. But we do feel -- so we have a lot of optionality here because we've got the momentum from what we're already doing. We feel good about that organic path. And so we don't have any pressure to do M&A. And that's very important because we think that when you look out and see the reasons why various different folks do M&A is not always for the best reasons. So that optionality, we think, is a very a very real thing. Now in terms of the philosophy, there's no change to it. So M&A, if done well, can be a powerful tool in the toolkit. We're certainly open to things. We look -- Dermot said this before, ever since last summer when there were all these rumors in the market, we've had a lot of bankers calling us with inorganic opportunities. So we see the flow and we're in touch with it, which is good. But for us, it's going to be about good discipline, alignment with strategic priorities, strong cultural fit, attractive financial returns and the bar is definitely high. It would have to make a lot of sense because as I said, we don't feel like we need to do it, but that's sort of collectively how we think about it. Gerard Cassidy: Very good. And just to tie into that, in the markets you operate what are the markets that are the most robust? Is it domestic U.S.? Or is it Europe? Asia? Because obviously, you're global, you've got a good feel for that. Where are you guys seeing the best growth and the best opportunities for growth? Robin Vince: It's interesting. It's going to sound like I'm not going to give you a satisfactory answer to the question because it really is all of the above. The U.S. is the biggest market that we operate in. If you want the split, it's approximately 40% outside of the U.S. So we feel like we've got a good global balance, but the U.S. obviously has got a lot of opportunity for us and a lot of our platform have seen the growth. But actually, last year, the fastest growing in percentage terms region was actually Asia. So clearly, there's opportunity there as well. And I would say historically in Europe, we might have been a little bit under-penetrated so that there's real opportunity there as well. So I wouldn't really break the opportunity down on geographic lines. And as Dermot said, we don't really break it down on business lines either because we see opportunity and pathway in each one of the businesses, albeit for very different reasons, and that really ties back to this point about the different things going on in the market, these mega trends, whether it's capital markets, private markets, et cetera, that I talked about before. So this is a critical part of how we're thinking about the company. We are deeply invested in making the company work more effectively, the agility, the platform's operating model in terms of how we run the place. We've deeply invested in the commercial model so that we can actually get more and more out of the businesses that we have, this great breadth of businesses to deliver to clients, including in more combinations and more solutions, which is exciting. Dermot mentioned product and innovation, that's exciting because that's about new products in the same way as he mentioned, new logos earlier on. And so all of those things come together for us think, to be able to drive opportunity, which is one of the reasons why when we sit and look at what we have, going back to the beginning of the answer to your question on M&A, we feel like we've just got a lot of opportunity with what we've got to make more of it. Gerard Cassidy: Very good. And then Dermot, a quick question on Slide 6, as you referred to one of your favorite graphs, the deeper client relationship graph. I don't think you mentioned this, but if you did that, I apologize. What percentage of the customers are now taking more than 3 products or 3 businesses? Or are you is there still enormous room for this to continue to grow at this rate because you just haven't deeply penetrated all of the customer base at this level? Dermot McDonogh: So I would say a lot more room for improvement. It's a momentum. It's a cultural transformation. It's a de-siloing of the firm in some ways, we're kind of turning a page here today on Phase I to Phase II but the work is never done. And so we think there is more upside, more training, deeper integration of the businesses. We kind of like -- if I just give you one specific example, asset management can do a lot more with Pershing than what it does today. Asset Management can do a lot more with asset servicing kind of it does today. And the leadership of those 3 businesses are beginning to see that opportunity. We have great manufacturing capability and asset management. We need to deliver that to the rest of the firm and their BNY clients. Operator: We'll take our next question from Emily Ericksen with Citigroup. Emily Ericksen: I wanted to ask first on -- on the expense side of things, you're guiding to 3% to 4% for '26, so take the midpoint of that comes in somewhere near where you guys printed for '25. But we're talking about flat markets, right, from year-end. Is the way I kind of square, I guess, that difference is some of the market-related [ uplifted to expenses ] expected to kind of recede the balance between what you're able to harvest in efficiency savings relative to the incremental investments, the $500 million from '25, how should I think about that particular balance on the expense side of things in the '26? Dermot McDonogh: So I'm looking at Page 21 of the financial presentation, Emily. And look, for the first time this year. Previously, we've guided some operating leverage and positive operating leverage. Today, we're coming out and saying it's going to be greater than or equal to 100 basis points. And over the last few years, I think we've managed to establish some credibility that we are very good stewards of our expense base, very good financial discipline. And we've harvested roughly $500 million a year for each of the last 3 years, and we've reinvested that in the business to grow. And so it's really about the 3% to 4% guide for 2026 is that continued investment in the business in a very agile and dynamic way, which gives us then the confidence to be able to guide to the top line growth of 5%. So it all starts with top-down where we kind of say we want to solve and deliver positive operating leverage to you. And then as a consequence of that, in the budget season, then we're going to go through the bottoms-up planning analysis, and we arrive at this model that gives us this flex on the expense side. Emily Ericksen: Got it. Okay. And then just on the NII side of things, you've talked about breaking out that 5% on total revenue a little better if we look just at the NII piece. How much of that -- can you sort of walk through the drivers of where NIM goes from here? I know you have the reinvestment impact on the security side of things, but you also pointed to some deposit margin compression in 4Q. Is there room for significant NIM expansion to support that 5% plus on the NII side? Dermot McDonogh: So I'm not too sure what your definition of significance is, but I would expect over the course of 2026 for NIM to grind higher from where it is today. Operator: Our final question comes from the line of David Konrad with KBW. David Konrad: My question on capital was asked and answered, so we can end it here. Operator: And with that, that does conclude our question-and-answer session for today. I would now like to hand the call back over to Robin for any additional or closing remarks. Robin Vince: Thank you, operator, and thanks, everyone, for your interest in BNY. If you have any follow-up questions, please reach out to Marius and the IR team. Be well. Operator: Thank you. This does conclude today's conference and webcast. A replay of this conference call and webcast will be available on the BNY Investor Relations website at 03:00 p.m. Eastern Time today. Have a great day.
Operator: Good afternoon, and welcome to Phoenix Education Partners First Quarter Fiscal 2026 Earnings Conference Call. Today's call is being recorded. At this time, all participants are in a listen-only mode. Following prepared remarks, we will open the call for questions. I would now like to turn the call over to Elizabeth Coronelli, Vice President of Investor Relations. Please go ahead. Elizabeth Coronelli: Welcome to the Phoenix Education Partners first quarter 2026 earnings conference call. Speaking on today's call are Christopher Lynne, our Chief Executive Officer, and Blair Westblom, our Chief Financial Officer. Before we begin, I would like to remind everyone that certain statements and projections of future results made in this presentation constitute forward-looking statements. These are based on current market, competitive, and regulatory expectations and are subject to risks and uncertainties that could cause actual results to vary materially. Listeners should not place undue reliance on such statements. We undertake no obligation to update publicly any forward-looking statement after this presentation, whether as a result of new information, future events, changes in assumptions, or otherwise. The risks related to these forward-looking statements are described in our filings with the SEC, including our most recent Form 10-K, Form 10-Q, and other public filings. We will also discuss certain non-GAAP financial measures. You should consider our non-GAAP results as supplements to, and not in lieu of, our GAAP results. Reconciliations to the most directly comparable GAAP measures can be found in our earnings release and SEC filings. Unless otherwise noted, comments in the call will focus on the comparison to the prior year period. We also direct you to the supplemental earnings slides provided on the Phoenix Education Partners website. With that, I turn the call over to Christopher Lynne. Christopher Lynne: Thank you, Elizabeth, and good afternoon, everyone. We appreciate you joining us as we report our results for 2026. This quarter's results demonstrated disciplined execution of our strategy, marked by steady growth, strong retention, and continued investment in student success and long-term value creation. At the University of Phoenix, our mission remains clear: to expand access to higher education that delivers relevant, career-aligned skills for working adults. The students we serve reflect that mission. As our students balance work, family, and education, we remain focused on meeting their needs through flexible programs, strong academic outcomes, and a personalized student experience. Turning to the first quarter, we delivered a solid start to the year with financial performance consistent with our expectations and results that reinforce the full-year outlook we provided on our November earnings call. First quarter revenue grew 2.9% year-over-year, with a 4.1% increase in average total degree enrollment to 85,600 students. Employer-affiliated enrollment continues to be an important contributor to overall enrollment growth and now accounts for approximately 34% of total enrollment, which is up from approximately 31% in the first quarter of 2025. Adjusted EBITDA increased 7.2%, reflecting continued revenue growth, enhanced productivity, and operational efficiency while sustaining strong student outcomes. Our focus on student outcomes, as well as execution and efficiency, carries directly into how we approach AI technology across the university. As we've discussed previously, we view AI as an important enabler of our existing strategies, and we apply it in a disciplined, deliberate manner, empowering our team to explore and evolve how we work in service of our students. Our approach centers on two priorities: First, we are preparing students to be AI fluent. As the workforce landscape continues to change rapidly, we are embedding AI into programs, course content, and the learning experience so students build practical, career-relevant skills. We are equipping learners to use AI ethically and appropriately, understanding when AI adds value and when human judgment is essential. Second, we are leveraging AI as an institution to drive operational excellence. We are starting to use AI to remove friction, increase personalization, automate complexity, and unlock capacity, enabling us to focus on what truly matters. We are encouraged with our progress leveraging AI to improve outcomes across the student journey, with examples that include the use of AI assistant appointment setting and outreach in certain situations to improve enrollment conversion and retention, as well as several pilots we have in production leveraging large language models with our proprietary data to enhance our AI chat assistance and servicing our students 24/7 both inside and outside the classroom. Let's move on to regulatory updates. Last week, the negotiated rulemaking committee reached consensus on accountability measures related to changes enacted under the One Big Beautiful Bill Act. The proceedings were consistent with our expectations. No new material areas of risk were introduced during the process, and we are pleased we will now have an accountability framework that applies equally to all programs at all institutions. As part of negotiated rulemaking, the Department of Education released preliminary program performance accountability metrics. While this information is preliminary, we were encouraged that based on these informational program performance metrics, all University of Phoenix programs for which metrics were provided are passing. I'd also like to briefly address the cyber incident involving our Oracle E-Business Suite software platform, which was disclosed in our early December 8-K. The university was one of numerous organizations, including other academic institutions, from which an unauthorized third party exploited a zero-day software vulnerability in Oracle EBS to obtain certain personal information without authorization. The software vulnerability has since been remediated. The incident did not impact our student and academic programming and was addressed promptly. We recorded $4.5 million of expense associated with this incident, principally representing costs to notify the affected parties, fees from third-party cybersecurity firms, legal fees, and other expenses related to the incident response. While we expect to incur additional related expenses in future periods, we maintain a comprehensive cybersecurity insurance policy, subject to customary deductibles, exclusions, and limits. Reflecting confidence in the durability of our cash generation, we announced the declaration of our inaugural regular quarterly cash dividend of approximately 21¢ per share of common stock, which was approved by our board of directors and is consistent with the dividend amount we outlined during the IPO process. This decision underscores our disciplined approach to capital allocation and long-term value creation while continuing to invest in our students, programs, and growth initiatives. As we move into 2026, our focus remains on disciplined execution and investing resources intentionally as we balance growth, student success, and financial performance. We started the year on solid footing and are well-positioned to continue executing against our strategic priorities and are guided by our mission to enhance the learner experience and strengthen engagement and retention to support adult learners achieving meaningful educational and long-term career outcomes. I'll now turn the call over to Blair to walk through our financial results in more detail. Blair Westblom: Thank you, Christopher, and good afternoon. For 2026, our results were in line with our expectations. Net revenue increased 2.9% to $262 million, driven by a 4.1% increase in average total degree enrollment to 85,600 students, supported by new student growth and retention gains from fiscal year 2025 continuing into the first quarter of 2026. Net income attributable to the company was $15.5 million or 40¢ diluted earnings per share, compared to $46.4 million a year ago or $1.23 diluted earnings per share. The decrease in net income attributable to the company and diluted earnings per share was primarily due to noncash share-based compensation and other expenses that resulted from the initial public offering. Adjusted net income attributable to the company increased 5.3% to $53.6 million, up from $50.9 million in the prior year period. Adjusted EBITDA for the quarter rose 7.2% to $75.2 million, and adjusted diluted earnings per share increased 3¢ to $1.38. As a reminder, our earnings per share for all periods have been retrospectively recast to reflect our IPO and related transactions. Please refer to our annual report on Form 10-K and quarterly report on Form 10-Q for additional information regarding our dilutive securities. Adjusted EBITDA in the first quarter excludes $29.5 million of noncash share-based compensation expense, $4.5 million of expense related to the cybersecurity incident, and other items as detailed in our earnings release and quarterly report on Form 10-Q. The share-based compensation expense in the first quarter is not indicative of our expected long-term annual run rate for share-based compensation and was principally the result of expense for modifying pre-IPO stock options. Adjusted EBITDA margin was 28.7%, up from 27.5% in the prior period, reflecting the increase in net revenue, improved student-facing team productivity, as well as lower financial aid processing costs and bad debt expense, in part due to our transition to dispersing financial aid by course. Regarding expenses, instructional and increased $7.1 million to $115.2 million, and general and administrative was up $24.6 million to $106.6 million. Both increases are principally attributable to the share-based compensation expense increase discussed in my earlier comments. From a cash and liquidity perspective, we continue to maintain a strong balance sheet with no outstanding debt. We ended the quarter with substantial cash and marketable securities and no borrowings under our revolving credit facility, providing flexibility to invest in the business while maintaining a disciplined capital allocation strategy. As of November 30, 2025, total cash and cash equivalents, restricted cash and cash equivalents, and marketable securities were $218.1 million compared to $194.8 million as of August 31, 2025. The increase was primarily attributable to $31.1 million of cash generated by operating activities, which was partially offset by $4.7 million of capital expenditures. As Christopher mentioned, we announced a regular quarterly common stock dividend today, payable on February 18, 2026, to shareholders of record as of January 28, 2026. We expect to pay quarterly dividends of approximately 21¢ per share or approximately 84¢ per share annually, in each case subject to board approval. Our capital allocation priorities remain unchanged, guided by a commitment to financial discipline and flexibility. We allocate capital to reinvest in the business, supporting strong student outcomes, driving sustainable enrollment growth, advancing our technology platform, and enhancing operational efficiency while maintaining strong liquidity and returning capital to shareholders. With respect to our fiscal 2026 outlook, we are reiterating the net revenue guidance of $1.025 billion to $1.035 billion and adjusted EBITDA guidance of $244 million to $249 million, both of which we provided on our November earnings call. Our first quarter performance represents a strong start to the year and reinforces our confidence in our full-year outlook. We continue to operate from a position of financial strength with strong cash generation to support our strategic priorities. We remain focused on disciplined execution while investing in the success of our students and long-term value creation. I'll now turn the call back to the operator to open the line for questions. Operator: Thank you. We will now begin the question and answer session. If you would like to ask a question, please press star then the number one on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star one again. One moment while we compile the Q&A roster. Your first question comes from Gregory Parrish with Morgan Stanley. Your line is open. Gregory Parrish: Congrats on the result. Nice to see solid enrollment growth despite the identity verification changes last year. There'll be a lot going on at the Department of Education last week as well. Sounds like a positive for you, the gainful employment changes, but maybe you could talk a little bit more about that. If you just zoom out, there continues to be a real impetus on cracking down on fraud, and it seems like a lot of the risk here is behind you. Right? Your past verification, this earnings threshold is now out there. But just kinda level set where we are, what you're watching, and then any potential impacts here for this year. Christopher Lynne: Yeah. Thanks, Gregory. This is Christopher. Yeah. So NEG regs have been there's a lot that's been covered. The most relevant session was last week for us. They discussed, as I'm sure you know, the program performance metrics for higher education. And the punch line on what we saw is, I mean, they did reach consensus, which we thought was a positive thing. They're moving in a direction of this earnings metric both for gainful employment and the One Big Beautiful Bill Act earnings threshold across all programs treating all universities and colleges the same. And so that's consistent with our early expectations, and they've moved further in that direction, which we see as a positive. We don't anticipate, and we've said this in the past, any adverse impact from this regulation. What we learned last week was supportive of that. In fact, they actually the department released preliminary information on program performance metrics for earnings for institutions and for the programs that they released for us where they had earnings data. All of our programs passed. So, obviously, that is encouraging. So we feel pretty good about things there, and I would say that, you know, everything is preliminary until it's final, but it's moving in the direction that we had anticipated, which we see as a positive thing. In terms of the focus, I think you were alluding to the federal government's focus on fraud. There's nothing really new to report there from my perspective as it relates to negotiated rulemaking. The department is, as we discussed a little bit on the last earnings call, aware of the unusual enrollment activity in the market environment, and nothing's changed there in that they're focused on increasing their controls around the FAFSA process to prevent those types of issues. And there's nothing new to report. We didn't have any new or material activity with the department over the last quarter. As it relates to our efforts with unusual enrollment activity, we continue to see the outcome of our control structure that we put in place with detection and verification in fiscal 2025. We saw the productivity enhancements that we talked about in Q4. As a result, continue into Q1, and we feel like we have that under control at the moment. Gregory Parrish: Great. That's very helpful. Thank you. Congrats. Christopher Lynne: You're welcome. Thank you. Operator: Your next question comes from Alex Parrish with Barrington Research. Your line is open. Alex Parrish: Hi, guys. Thanks for taking my questions. And congrats on a better than expected quarter. I'll just switch up the order here a little bit to follow-up on that last question. You said, Christopher, regarding the preliminary data that was provided by the Department of Education where earnings data was available. How comprehensive was that? In terms of the programs addressed? Were there a lot of programs given? Did it cover the majority of your programs, or are there some that were still waiting? Important programs that we're still waiting for data? Christopher Lynne: I don't have the exact data because the team is working through it. What I can say is it was a majority greater than 50% of our programs that we did have earnings information for. And it covered a pretty material amount of our programs in terms of size and importance of the programs. One reason why I think earnings may not be available for programs is it just gonna have large enough cohorts. So, there would be a probably a larger proportion of those that they didn't have earnings information for that would correlate with smaller programs. But don't have the exact data I have it at a high level, and our team is working through it. But I think it's net positive from the perspective that it was a greater than 50% of our programs that were reported on. Alex Parrish: Great. That's good news. Intuitively, are there any programs among the University of Phoenix offering that you would think that it is gonna have any challenge, and what percentage of enrollment does that account for? You know, like, in the old days, gainful employment, concerning programs would have been culinary or criminal justice and things like that. Any programs that you think might have a challenge when that data is available just from what you know from previous? Christopher Lynne: Yeah. Thanks, Alex. Yeah. We talked a little bit about this in the process of going public. I can't recall if we've talked about it on the last earnings call, but and I hesitate to speculate too much about this based on where we're at because I don't want to leave an impression one way or the other. But what we had done earlier in the process is we looked at all of our programs, and this is something that historically we've been good at in terms of taking all available data. Some of this data was similar to the data that you would track for gainful employment regulations that we've been looking at since the Obama administration. And within that assessment, what we would have on our radar are programs that are in disciplines that structurally have lower earnings. So the one area that we talked about was some of the behavioral sciences where just by the nature of those programs, the graduates don't make a lot of money comparatively. And so, you know, we thought that that may be an area of risk. And when this was going through Congress, that was an area that there was a lot of discussion in while the bill was in sort of preliminary form. With that said, you know, if we were to look at preliminary info, it was positive. Reflecting on what we speculated. But again, it's preliminary info. So you know, we didn't anticipate and continue not to this having any kind of material adverse impact on our programs. Alex Parrish: Good. Well, thank you. That's helpful. And then last one on that regulatory front. It seems that the controls, the algorithms that you put in place that you've moved to the top of the funnel in the fourth quarter is doing what you wanted it to do. I was just curious. Has there been any let up in the number of fraudulent attempts? Or are the criminals still running around the industry? Christopher Lynne: Yeah. I mean, the activity is definitely still in the marketplace. I would say that as we put the controls further up in the funnel, we've seen those volumes deter and trend downward since Q4, pretty significantly since Q4 when we put the detection and verification processes at the application process. But the volume that we're deterring that we can see is still, I would consider, pretty significant. So I would say that the activity is definitely in the marketplace. And we're just doing an effective job of stopping it from getting into our enrollment funnel. Alex Parrish: That's great. And then my last question is regarding new student enrollment. I know you don't report it specifically new student enrollment, but, you know, based on the IPO roadshow and our conversation since, it did have an impact on enrollment in, you know, maybe the 2024 and early into 2025, yet I if I understand it correctly, your new student enrollment has been up year over year for the last couple of quarters. When do the comps get easier in terms of new student enrollment? Is it in the third quarter of this year or the fourth quarter of this year? Christopher Lynne: Yeah. For new student, we had pretty significant productivity impact in the enrollment funnel that was seen through Q3 of last year. It did improve quite a bit in Q4, as you just mentioned, of fiscal 2025, and that was associated with moving these detection and verification controls to the top of the funnel. And what that meant is we were doing a better job of preventing that noise in the funnel, which means our enrollment representatives were seeing a lot more productivity and moving closer to historical levels that we've predictably and sustainably met over many years. So we continue to see that productivity carry into Q1. And to your point, that is helping with continued new student growth. And we expect that trend to continue in Q2 and Q3. And then in Q4, you know, the comp as it relates specifically to those productivity enhancements will be a little bit tougher because that's when we saw the trend reverse historically. Alex Parrish: Gotcha. Okay. Well, thank you for the additional color. I appreciate it. I'll get back in the queue. Christopher Lynne: Thanks, Alex. Operator: Your next question comes from Jeffrey Bibb with Truist Securities. Line is open. Jeffrey Bibb: Hey. Good afternoon, everyone. I think, on the last call, you messaged 2026 was gonna be a little bit of second half weighted year from enrollment growth perspective. Has that changed? I mean, it seems like fairly strong start to the year here in the first quarter. Christopher Lynne: Yeah. Jasper, I'll take that question. The primary conversation from my perspective in the last quarter talking about trajectory this year was really around the relationship between our enrollment growth and our revenue growth. And so we are anticipating that our revenue growth is going to be, I don't know, from a lack of a better word, unknack lower than our enrollment growth through Q3 driven by the fact that last year, we had a higher volume of students that we were attracting into our risk-free period that ended up not persisting beyond the initial courses. So that created shorter-term revenue last year that we're not anticipating based on who we're attracting into those into that risk-free cohort this year. So, you know, said differently from a pure financial perspective, the quality of the incoming revenue is higher but you're gonna see a little bit of a lag related to the average total degree enrollment growth. And that's gonna be more prominent in Q2 and Q3. So that's what we intended to communicate last quarter, and it will be consistent with what we still believe in we'll expect that to normalize much more in Q4. In terms of average total degree to enrollment growth, you know, we had a solid first quarter. You know, we think we set a solid foundation for the year. We're not, you know, we're reiterating our outlook for the year. We're still early in the year, so we continue to stand behind the outlook that we provided last quarter and this quarter. Jeffrey Bibb: Thanks for that. Maybe just following up on the headwind from higher, I guess, students going through the risk-free period last year, should we expect that to show up, you know, in revenue per student or enrollment? I just you could provide a bit more detail there from a modeling perspective. Yeah. I mean, revenue student guess my question is yeah. Was that recognized in enrollment or in the prior year? And should it just flow out of revenue per student this year? Christopher Lynne: Yeah. So, you know, revenue per student for us is not a key metric. But if you were to calculate the revenue per average total degree of enrollment, we would expect that to come down in Q2 and Q3 as a result of this because we had enrollment associated with those students that didn't persist among the past the first few courses last year, but we had, sort of a shorter-term impact on revenue. And so we're not seeing that revenue carry into this year. So based on that calculation of revenue per student, you should anticipate this would be something that would drive down revenue per student. Blair, I think you wanted to add something to that. Blair Westblom: Absolutely. Thanks, Christopher. Great question. Thanks, Jasper. I just wanted to comment you know, you will see variability in growth of revenue versus average total degree enrollment by quarter, and that's driven by a number of different factors, including the timing of course starts, composition of enrollment, in addition to the factors that Christopher mentioned. And in Q1, '26, as I'm sure you noted, revenue growth of 2.9% driven by growth in average total degree enrollment of 4.1%. The difference was primarily the expansion of B2B. As Christopher noted in his remarks, it was up three points year over year, and B2B students typically receive a higher discount rate than that of non-B2B students. So those are other factors that could impact it by quarter. Jeffrey Bibb: Super helpful. Thanks so much. Christopher Lynne: You're welcome. Operator: Your next question comes from Griffin Boss with B. Riley Securities. Your line is open. Griffin Boss: Hi. Good evening. Thanks for taking my questions. Just starting off on the enrollment growth aspect there. Is there any color you can provide about where primarily you're seeing that new student growth? Is it broad-based, or are there specific disciplines that you're seeing stronger demand for? Christopher Lynne: Yeah. Griffin, thanks for the question. You know, as we've described, our program offerings, you know, we have done a lot of work and continue to focus on ensuring that they're aligned to fields that are in demand and growing. Over 90% are aligned to the market in that way. And as a result, we're seeing broad-based growth across our programs. And I think that's reflected also in what we're seeing with the B2B growth because that's aligning to what we're seeing employers they're hiring and where they currently have employees. So I think the simple answer is that it's broad-based. Griffin Boss: Got it. Okay. Thanks, Christopher. And then just have a couple quick ones on the OpEx side. First, just curious if there will be some level of higher operating expenses going forward given that cybersecurity event you saw last fall and the $4.5 million paid in the quarter, is there gonna be any, you know, marginal increase in cybersecurity or maybe legal fees that you're gonna be paying that wouldn't have happened had that cybersecurity event not occurred? Christopher Lynne: I'll take that question. So, yeah, we do anticipate additional expenses associated with the incident itself. We don't expect those to be material. As Blair mentioned in opening remarks, we do have a comprehensive cybersecurity policy that covers the majority of the cost we would anticipate, including the majority of the costs associated with the $4.5 million in expenses to date. And in terms of sort of the and we've treated that as you can see, as a sort of one-time in nature. It's an add-back to our adjusted in our adjusted EBITDA calculation. In terms of recurring costs associated with cyber, you know, we've always aspired to have a cyber control environment that represents best practices. This cyber event, not getting too into it, but I think it was pretty clear that this was a zero-day vulnerability. I mean, what that means is this is something that could not have been prevented. It was not known to anyone except the threat actor, and it happened to our software provider Oracle. But there are things that, you know, we can continue to do to reduce impact for the risk of those things. But from what we can see, we expect to be able to absorb that into our outlook and don't anticipate any kind of incremental operating expenses on our recurring expenses as a result of this. Griffin Boss: Okay. Great. Understood. Thanks, Christopher. And then just last quick for me on the stock-based comp side. Blair, obviously, you mentioned $30 million, of course, is not gonna be recurring going forward per quarter. But is there any sense that you can give now as a public company of kind of how that stock-based comp going forward? Maybe a range of percentage of revenue or something like that or how you're thinking about it? Would be helpful. Blair Westblom: Yeah. Sure. Appreciate the question. So the large noncash expense of $29.5 million in Q1 2026 is not indicative of our expected long-term annual run rate for stock-based compensation, and it was principally the result of expense from modifying pre-IPO stock options that were granted years ago. They were structured in a way that didn't contemplate an IPO. And the modification of such stock options, which were mark to market, represented $23 million of the $29.5 million of the total noncash SBC expense in the quarter. So once we've, you know, anniversaried the IPO date, we wouldn't expect that to be an ongoing expense. There were also some share grants as of the IPO associated with the IPO that vest over a three-year period. So once we've recognized the expense associated with that, we would expect our stock-based compensation to normalize. And I'd suggest that you refer to Form 10-Q for more detail in terms of our stock-based compensation. Christopher Lynne: Yeah. One thing, probably worth mentioning is the grant you'll see if you look at the proxy, that was subsequent to the IPO. Based on the outside compensation consultant, that grant was at a level that would be a little higher on a per participant basis given the IPO than future awards. So, you know, it's difficult to predict where that'll land given that process that'll be evaluated in the future by our board, but those would be higher than what I would anticipate on a per participant basis in the future. Griffin Boss: Got it. Okay, Christopher. Blair, thanks for taking my questions. Appreciate it. Christopher Lynne: Yeah. You're welcome. Operator: Your next question comes from George Tang with Goldman Sachs. Your line is open. George Tang: You provided some additional color on the earnings threshold test of gainful employment. Can you talk a bit more about how programs performed with the debt to earnings test? Christopher Lynne: Yeah. Thanks, George. I'll take that question. We've been looking at the debt to earnings ratios as associated with the gainful employment regulations. As they were constructed under President Obama. And as you know, those were never actually implemented. And then as they were contemplated under the Biden administration. And so, you know, that's all proxy analysis internally over the years. But what I can say is that our average borrowing trended in the right direction across all programs, our average earnings trended in the right direction across all programs. The last official analysis, which is a little dated right now, suggested very little risk if the gainful employment regulations were to be implemented. So we feel good in light of gainful employment regulations, and you know, based on our understanding of actually where the regulations are going, we are seeing that the regulations are going to converge with the legislation in the One Big Beautiful Bill Act. So in terms of any accountability that would affect our ability to offer Title IV, it will be only in earnings threshold metric as we understand it currently. And there'll be some reporting requirements potentially on debt to earnings, but nothing that would affect our eligibility for Title IV. George Tang: Got it. That's helpful. And then with respect to detection and verification measures put into place to fight fraud and suspicious activity. Can you quantify or ballpark what impact that had in the quarter in terms of growth and what you're expecting and what you're contemplating in the guide? Christopher Lynne: We're not really in a position to do that. You know, what I can say is we saw nothing in Q1 that puts any concern in the outlook that we provided in Q1, which is why we're reiterating our guidance. We feel good about the controls that we put in place. They've been effective and continued to be effective since we implemented them. So we've seen consistency earlier in Q4, and we've seen consistent improvements in productivity on a per enrollment rep basis. So, you know, we see it as a net positive, and it's been reflected in our outlook. I will give you a little bit of color that because the activity continues to exist in the marketplace, this is not something that can just put on cruise control. We have very effective controls, and we have very effective metrics. So it's something we're constantly calibrating and making sure we're managing, but it's been well managed and sort of become part of our normal operation since we put it into place. So hopefully, that's helpful. But in terms of giving you more specific quantification, we're not in a position to do that. George Tang: Got it. That's helpful. Thank you. Christopher Lynne: You're welcome. Operator: Your next question comes from Jeffrey Silber with BMO Capital Markets. Your line is open. Jeffrey Silber: Thanks so much. Sorry to go back to some of the regulatory items. Beyond the earnings premium test, I guess there's some loan caps that are gonna start, beginning next July. I know they affect graduate and professional programs. You don't have as much exposure there. But if you can give us a little bit of color what you think the exposure might be. Thanks. Christopher Lynne: Yeah. Thanks, Jeffrey. From any internal analysis we've done, nothing's changed. And we don't see any material impact expected from loan caps, removal of loans, changes in Pell, offerings, workforce Pell. None of those other items that were contemplated in the One Big Beautiful Bill are anticipated to have any kind of material impact on us. Jeffrey Silber: Alright. That's great to hear. And then as a follow-up, I know it's only the first quarter of the year but and you didn't provide specific guidance for the quarter, but I think you handily beat most expectations. Are you just being somewhat more conservative in terms of not changing your guidance for the rest of the year because of that? Christopher Lynne: Good question. The way I look at it, coming into this call is we had a solid first quarter. That includes our fall enrollment, which is great. We set a strong foundation for the year. We feel really good about that. We're in the second quarter. Still early in the year. And based on the seasonality of how our quarters work, we're coming right out of the holidays. Which is a very seasonal period for us. So, you know, our students are off for a couple weeks in December, for example. So it's just early in the year. And so at this point, we think it's prudent to have reiterated our outlook for the year based on Q1. Jeffrey Silber: Alright. That makes sense. Thanks so much. Christopher Lynne: You're welcome. Operator: Your next question comes from Stephanie Moore with Jefferies. Your line is open. Stephanie, your line is open. Stephanie Moore: My apologies. Can you hear me better now? Operator: Yes. Stephanie Moore: Oh, my apologies. You know, I wanted to follow-up on some of the commentary from a B2B standpoint, if you could give us an update on how some of those employer engagement employer engagement is going this year in the opportunities we can see for, you know, continued growth in that vertical would be helpful. And I'll stop there. Christopher Lynne: Okay. Thanks, Stephanie. Yeah. So you know, it's consistent with what we've shared in the recent past. Our account management structure has been effective at helping us build deeper penetration with our current employer affiliates. We came into the year with an expectation to continue to grow that, and we've seen that happen effectively into Q1. We did seed some investments in some newer incremental growth. So we have an account management team focused on actually adding new employers. We have 2,500 employer alliances, but we're seeing some opportunities in adding new clients and approaching the conversation differently than we've in the past since we have some newer products that help employers with needs beyond the degree program offerings. And so we're seeing some success there that's helping drive some of the growth. So that account management focus, we expect to continue to answer your other question, to drive the growth that we're expecting going forward. Stephanie Moore: And maybe just as a follow-up you know, you spoke in the actually, last answer to the last about kind of the seasonality of the business. As you continue to see strength in the B2B side, does that change the traditional seasonality of the business that we should think about? Maybe not necessarily this year, but in future years. We'd love to future years. We'd love to hear your thoughts. Thanks. Christopher Lynne: Yeah. We're not anticipating any and I jumped right in here. So, yeah, Blair looks at our seasonality much closer than I do. But from what we can see, we have seasonal patterns that have been pretty consistent. Whether or not B2B or B2C. So there's no there are season patterns associated with B2B that are driven by the timing of reimbursement and things like that. That they may have an impact over time. But I don't think that's something that I would having a meaningful impact going into, like, next fiscal year. The seasonal patterns for the most part for our students, given most of them are working adults, are pretty consistent across both B2B and B2C. Stephanie Moore: Understood. Thanks so much. Operator: Your next question comes from Robert Sanderson with Loop Capital. Your line is open. Robert Sanderson: Thank you. Good afternoon, everybody. Thanks for taking my questions. I have two, please. First, just on it's been you've held enrollment pricing consistent for I can't remember how many years, but a long time now. And obviously, the cost of education has been moving higher in the market. So you've suggest you've got this sort of large and growing umbrella versus broader industry trends. Could you just sort of I mean, price guarantee, I think, is important to your marketing message, but sort of under what conditions might you consider using price as a growth lever? And then I've got a follow-up on AI. Christopher Lynne: Thanks, Robert. Yeah. The way we think about prices, you know, we believe based on our assessment of the markets that we operate in that the pricing could be a lever, but we also believe long term that affordability is gonna matter more and more to our students. You know, we've been very effective at driving operating leverage into our model for quite some time. I think our hasn't changed since 2018, and we've seen consistent improvements in our ability to improve student outcomes. And reduce the cost to deliver those outcomes, and that's from a lot of things that we've been doing but heavily from the investments in our tech and data foundation. And we believe that we can continue that. And we've talked a lot about AI being it's almost serendipitous this moment we're in because these investments really position us well to continue to do this leveraging, AI technologies. And so, you know, when we contemplate the future, we believe that we can continue to build that operating leverage in ways that offset inflation and other drivers of cost. Know, if we were to see that dynamic changing, you know, price is a lever that we could choose to pursue. And we have a lot of forward visibility in the business, so I think that is a lever we could be proactive with if necessary. And then, you know, over time, I think as we deepen these relationships with employers and that value proposition gets stronger and stronger and grows. And that's the area that I think over time, we'd like to drive pricing is really based on value that we're delivering in the marketplace. But for now, we continue to believe that know, we can hold pricing constant and drive up our margins. The way that we have put out in our outlooks. Robert Sanderson: Great. Now we wanna talk a little bit about AI. You know, you mentioned just on the call or on your prepared remarks how you've been implementing AI into the curriculum and your health helping learners sort of prepare to responsibly to use this new technology. But can you offer any thoughts on just future job displacement and the need for reskilling because of AI? And is this, you know, a trend that your enterprise affiliates are talking about or perhaps, you know, thinking about preparing for? Christopher Lynne: Yeah. I think that absolutely. You know, our belief based on everything we can see across our leadership and our organization and working with employers is that there is gonna be displacement and there is gonna be change in the workforce and that the jobs of the future are gonna be held by those that are fluent and using AI to drive value in organizations. Now you can get deep into that, and, you know, there are studies that come out almost weekly now about what the future looks like and five to ten years. But we're confident that that's the direction things are going. And I think this is a nice moment in that every organization has to look inward to figure this out with their workforce and think about the future. So we are hearing this feedback from employers. But frankly, as an organization ourselves, we're contemplating the same things. And we can see the power of AI, but we also see the power of our team members and our people and augmenting the capabilities we have across our teams with the capabilities of AI is very much the focus on now into the distant future. And we're seeing a lot of that with employers. So I think there's gonna be segments of the economy where there may be displacement fully. And so we're very cognizant that those that are affected by that, we wanna be able to provide them programs and offerings that move them into the jobs that exist, and those jobs are going to require AI skills. And then for most other jobs, it's ones that are gonna keep the jobs and advance the workforce are the ones that are gonna be fluent in AI, which is why it's a big focus of our curriculum. Robert Sanderson: Thank you, Christopher. Christopher Lynne: You're welcome. Operator: That concludes our Q&A session. I will now turn the conference back over to Christopher Lynne for closing remarks. Christopher Lynne: Thank you, everyone. The 2026 reflects a strong start to the year and continued progress against our strategic priorities. We're encouraged by the momentum we're building and excited about the opportunities ahead as we remain focused on expanding access to personalized career-relevant education and supporting student success. I want to close by thanking our faculty and our entire team for their dedication to our mission, and for keeping students at the center of everything we do and thank you all for joining us today. Operator: This concludes today's call. Thank you for attending. You may now disconnect, and have a wonderful rest of your day.
Aki Vesikallio: Okay. I think clock is now 1:00 here in Helsinki, so I can welcome you to Hiab's pre-silent call ahead of our fourth quarter results. Still some people joining, so I'm letting them in. So we will start having a presentation by Mikko Puolakka, recapping the third quarter results and any notable releases during the fourth quarter. After that one, we will have a Q&A session. [Operator Instructions]. Just to note that this call is recorded and will be then later available on Hiab's website. So with that, over to you, Mikko. Mikko Puolakka: Thank you, Aki, and happy New Year also from my side. So a quick recap on our quarter 3 results, then a couple of words about the releases and the developments, what we have seen during quarter 4, and then, like Aki said, questions-and-answers section. About quarter 3. So our order intake was EUR 351 million. That was down by 3% year-on-year. And based on the first 9 months performance, our order intake was more or less flat compared to the previous year. So this was now the 3rd -- 12th consecutive quarter in a row when our order intake has been fairly flat. Our last 12 months order intake has been roughly on the level of EUR 1.5 billion. And primarily the order, kind of, intake headwind we have seen, the Americas region, especially in the U.S. area. While in Europe, we have seen some improvement in the overall market and also in a couple of seg end markets like defense logistics and the wind segment orders what we have announced also earlier in 2025. When we look geographically, the first 9 months EMEA has been up by 13%. Americas down by 14%, very much driven by the tariff-related uncertainties, especially smaller customers withholding their investment decisions, while some kind of bigger home improvement customers have been still quite nicely placing orders. On a positive side, there has been a positive momentum in defense logistics. We have a very good pipeline in that area, of course, the deals typically -- kind of, the revenue we recognized from the defense logistics orders, typically, over multiple years. And then the energy segment, like mentioned already earlier. All in all, there is a robust replacement demand both in EMEA, but also in Americas, like I said, in the U.S., especially the larger kind of home improvement customers have been renewing their fleet. But on the kind of minus side, trade tensions in the U.S., those have increased the customers' uncertainty, and that's why we have seen, especially in the smaller customers in the U.S., quite cautious ordering activity. Our sales decreased in quarter 3 due to the lower order book. Sales were basically on the same level what we had the order intake in quarter 3. Currencies, in currencies, we had, in quarter 3, roughly 2 percentage points negative impact. And if we look at the year-to-date 9 months sales, that's down by 6%, primarily coming from the U.S. market, that lower order intake, especially in the early part of the year. Americas' sales was down by 9% during the first 9 months. EMEA was down by 4%. APAC sales grew slightly in quarter 3, but year-to-date, September, more or less flat on year-on-year basis. We have had a good development in the Eco portfolio sales, especially in the circular solutions and climate solutions. So year-to-date, 38% of the total sales. If we look at our comparable operating profit, so especially in quarter 3, our comparable operating profit was negatively impacted by the lower U.S. equipment sales. That impact was approximately EUR 20 million in our comparable operating profit. Gross profit margin decreased by 80 basis points, also very much coming from the U.S., kind of, lower utilization. SG&A costs, we have been able to reduce year-on-year, but that's not necessarily enough to compensate quite sizable decline in the U.S. equipment sales. And that's why we have also announced in connection of quarter 3, the EUR 20 million cost savings program in order to protect the profitability in 2026 if this kind of market activity would continue in the coming quarters. Key takeaways from quarter 3. So overall, the market uncertainty has continued. Overall, we have not seen any dramatic changes compared to the previous quarters. So gradual improvement in EMEA, while in Americas, especially in the U.S., the customers' decisions have been impacted by the tariff situation. Despite the market situation, we have been able to improve our comparable operating profit if we look at the rolling 12 months performance. And as mentioned, we have started the planning for the EUR 20 million cost savings program. And this would be EUR 20 million lower costs compared to the 2025 level. Nothing has been changed in our strategy. So even despite the current tariff situation in the U.S., we see that the U.S. market is able to offer us good growth opportunities in the future by addressing those white spaces, what we have, for example, in the Central and Western part of the U.S. Also services and the focus on 4 key growth segments have still been intact in our strategy. So overall, no changes in our strategy. Despite the lower top line, our cash flow has been very strong in the first 9 months, and our balance sheet is also very strong, offering, for example, in quarter 3, if we would look the quarter 3 balance sheet, that would offer us roughly EUR 800 million M&A firepower. And with that kind of EUR 800 million additional debt, we would be still below the 50% year-end target. A couple of releases from quarter 4. So we announced in the first week of January, the acquisition of ING Cranes. ING has been founded in 2010. Last -- 2024 revenues, EUR 50 million. We had already, before the ING acquisition, a business in Brazil, Argos, which we acquired back in 2017. Argos has been mainly focusing on light and medium loader cranes, while ING brings into our portfolio the heavier loader cranes in the Brazilian market. So actually quite nice complementary acquisition for our Brazilian business, plus then offering also sales channels for the Southern American markets. We also announced the proposals by the Nomination Board for the Board of Directors. So the current Board members would continue except for Ilkka Herlin, who has informed that he is not available for reelection in the AGM, which is to be held on 24th of March. And the other releases -- press releases, what we have announced, during quarter 4, you can find in our website. And as a last topic, our outlook for 2025 is unchanged. So what we have said already earlier this year, we are aiming at reaching higher than 13.5% comparable operating profit. And as we are now at the end of the year, I would like to remind you also about our dividend policy, which is 30% to 50% of the net income. Aki Vesikallio: Thank you, Mikko. We can jump to this consensus already now and then take the Q&A. So we -- at the change of the year, we also changed the provider of our consensus services. So we now work with Modular Finance. So all of the analysts will be -- sell-side analysts will be reached out by Modular Finance to collect in the numbers. The consensus is now available on Hiab's website, hiabgroup.com. But with that, we jump to Q&A. And Antti Kansanen was first with his hand. Please, Antti, go ahead. Antti Kansanen: Yes. A couple of questions, and I'll start with the earnings side of things. If we think about Q4 versus Q4 last year, I think there was a couple of recurring type of cost elements on the fourth quarter last year. So how much of those that you don't expect to repeat this year? Just a reminder. And maybe then also reflecting on the EUR 20 million that you are flagging on the lower U.S. sales impact on Q3, will that impact be different on Q4 in terms of realized savings or higher volumes on the U.S. production on the fourth quarter? Mikko Puolakka: Thank you, Antti. So if I remember correctly, we had, last year, in quarter 4, approximately EUR 15 million nonrecurring items. We have also announced when we communicated this EUR 20 million cost savings program that for the full transparency, we will report these as items affecting comparability, so below the comparable operating profit. However, as the program is still on the planning phase, we do not anticipate, let's say, significant amount of one-off items in quarter 4, some but not in a significant manner. Once the program implementation starts in the first half of this year based on the planning, then we should start to see the nonrecurring items. What comes to the U.S.? Our quarter 3, like you mentioned, was impacted by the lower volumes. We got a fairly sizable home improvement customer order in quarter 2. And basically, that order, we have started to deliver now in quarter 4. So that will support the U.S. market profitability to some extent at least. So the expectation is that, that kind of volume impact would contribute to the equipment and total higher top line in quarter 4. Antti Kansanen: Okay. And then on the order side, don't have it in front of me, don't remember if you disclosed the U.S. orders from Q4 last year. But overall, just if you think about kind of the run rate that we saw in the U.S., especially on the equipment side in the past 2 quarters versus Q4 last year, what's kind of the delta? Mikko Puolakka: We have not -- if I remember correctly, in quarter 4, we have not announced any sizable orders in the U.S. So the comparison period as such was quite high. Antti Kansanen: Yes. And is there any seasonality that if we just like think about that the demand is similar as it has been, let's say, Q3? Is Q4 typically higher and lower in any type of calendar impacts or anything like that? Mikko Puolakka: Overall, quarter 3 for us is the lowest, typically due to the holiday season, and then quarter 4 is higher than quarter 3. And if I think the U.S. market in general, like I mentioned also earlier that there are kind of bigger customers, are kind of quite okay from the investment side, while the smaller customers are more considerate. However, with the bigger customers, the order timing might sometimes fluctuate so that they don't necessarily place orders in every quarter. Aki Vesikallio: Thank you, Antti. And next in line, we have Mikael Doepel. Mikael Doepel: Yes. So a couple of questions. Just firstly, coming back to the cost takeout. So just to be clear here, so what you're saying is that it's still in the planning phase and it's going to be implemented in the first half of this year, but you still expect the full EUR 20 million to flow through on the P&L next year? And related to that, how big will the one-off cost be at the end of the day? Mikko Puolakka: Yes, it's still in the planning phase. Of course, we need to have the works council negotiations before we can start to do the implementation. This EUR 20 million is the 2026 impact. So if you would compare at the end of 2026, our cost base, that would be EUR 20 million -- fixed cost base, that would be EUR 20 million lower compared to 2025. Aki Vesikallio: And on the one-off costs... Mikko Puolakka: One-off costs. We would come to the one-off costs most probably somewhere around the full year results announcement, in February. Mikael Doepel: Okay. Yes, right. And this EUR 20 million, is this purely just layoffs? Or are you doing something else as well to get those costs down? Mikko Puolakka: It's anticipated that it comes from various sources, personnel costs surplus, also other non-personnel-related costs. Mikael Doepel: Okay. Good. Then just secondly, on this aftermarket or the service business. So despite the fact that the markets have been fairly muted overall, I think you have been able to grow the business in quite a good way in the last couple of quarters. How should we think about this business going forward into Q4 into next year? What are kind of the levers for you to keep that business growing? And are you seeing any headwinds within this aftermarket business currently? Mikko Puolakka: Overall, like you said, despite the equipment volumes decline, we have been able to grow the services business. In our case, in 2025, the services growth has been very much coming from the recurring services, so spare parts, maintenance-related services. And this is actually very much according to our strategy because in our strategy, we have been focusing on the connected fleet, increasing through that basically the spare parts capture rate from the, let's say, current 47% towards 52% by 2028. And then basically, whenever we sell new equipment, we try to combine with that also the maintenance contract. And through the maintenance contract, then we can ensure that we or our partners, like dealers, get then the maintenance work and the spare parts sales when the customer requires the servicing. So basically, we have not, let's say, made any kind of new inventions as such, but we are just prudently executing those strategic initiatives, which we have been, let's say, identifying already, some years backwards. And these are now starting to bear the fruit, and you can see that in our service development. What comes to the U.S. market? We have seen that equipment utilization in the U.S. has been on a good level despite kind of new equipment orders declining, so indicating that customers are actively using the equipment and for that purposes, they need to buy spare parts. In the U.S., we have seen to some extent that customers are perhaps not holding as large spare parts inventories and what they kind of in a pre-tariff situation would hold in the spirit of not tying up capital in the inventories. Mikael Doepel: Okay. And then just finally, a question on your guidance. So you tend to guide an adjusted EBIT margin for the year. Is this the way forward as well? Or are you considering some other measures, perhaps sales growth or something else also for this year? Any changes planned for the guidance essentially the question? Mikko Puolakka: At the moment, no changes planned. So we have considered that for us the most important is the profitable growth. And of course, we want to make sure that the profitability is on that kind of trajectory that it brings us to the 16% comparable operating profit margin by 2028. Aki Vesikallio: Next in line is Tom Skogman. Tomas Skogman: I'd just like to talk a bit about the dynamics of the U.S. market. So I mean, now we have had a time with tariffs on your products and also on trucks. I've heard at least some rumors that in the truck industry that some seem to have difficulties to push through the tariffs and are backing off a bit, not to kill demand too much. Have you heard anything about this? And are you 100% confident your kind of price hikes are sticking basically? Mikko Puolakka: Yes, I can't talk about the others. But in our case, we have sticked with the principle that tariff is an extra cost for us, which we move to the customers. So we are also very transparent with the so-called tariff surcharge in our invoicing, not kind of hiding it in the price list, but showing as a separate line item in the invoice. Of course, we are doing also actively measures to mitigate as much as possible the tariff impacts, localizing the supply chain. We already assembly more than 50% of our U.S. revenues in the U.S. market. So continuously looking ways at how can we reduce the tariff cost, and that is also something what we continuously also reflect in the customer invoicing. So not kind of just sitting and waiting because most probably these tariffs are here to stay at least in some extent or in some form and shape. Aki Vesikallio: And in our industry, many of the OEMs have a similar type of assembly setup that we have. So global supply chains with local assembly, so no clear big differences between the players. Tomas Skogman: And there seems to be discipline that all stick to kind of adding tariffs to prices. You don't see this? [ You were inside the market. ] Mikko Puolakka: Yes. This is what our competitors have been doing as well. And in the U.S., the most -- let's say, most of the competition is coming from European companies. Tomas Skogman: We have seen lately that the Trump administration is quite active when it comes to Fannie Mae and Freddie Mac, trying to boost private consumption and construction, making it easier for the consumer. But do you see any positive signs in some segment of the market or some geography in the U.S.? Or is it still just negativity everywhere, basically? Mikko Puolakka: At least so far, until today, we have not seen any kind of notable changes in customers' behavior in the U.S. market, in none of the kind of end markets where we operate. Tomas Skogman: And then the opposite in Germany, we have seen good construction data in December. Do you see any -- the recovery is continuing, I guess, but do you see that it's accelerating or... Mikko Puolakka: I would say that the recovery, what we started to see in the latter part of 2024, has continued in those main markets like Germany, here in Europe. I can't say that we would have seen a kind of acceleration in the recovery, but solid development in that improvement part. Still, it's good to remember that -- or note that also our European volumes, if we would look the unit volumes, those are not necessarily in all markets even yet on 2019 level. So there is a kind of a replacement need coming -- piling up, but at least so far, we have not seen any kind of accelerated replacement activities. Overall, good tendering activity has continued like we saw already in quarter 3, but still it takes quite a while for the customers to make the kind of final investment decisions also in Europe. Tomas Skogman: And then I'd like to not discuss the Q4 margin yet, but if you go to H1, I mean, you had very good margins in H1 in '25. And help us to -- or remind us about the cost savings you had last year when you had the biggest incremental help. I mean, how is it then you roll over to Q1 and Q2 in 2026, then apparently, these savings for this year, this EUR 20 million will not really help now in H1. It's rather an H2 thing now. And -- but you had savings, if I remember right, immediately from the beginning of last year, right? Mikko Puolakka: Yes. Some kind of quick wins we had already from the beginning of 2025. But I would say that let's say, majority of the previous EUR 20 million cost savings kind of a run rate we started to reach somewhere in the middle of 2025. And also in this new program, which we announced now in quarter 3, I would say that it will not have, let's say, significant impact in the -- at least not in the first quarter and possibly also not yet in the very early part of the second quarter. Aki Vesikallio: As a reminder, so in the first half last year, the U.S. business were still much less impacted by the slow decision-making as we had volumes stemming from the latter part of '24 and January '25. Tomas Skogman: So do you -- I mean, is it wise just to expect that margins go down in the first 6 months then given you have lower order books and these savings are not really helping now the new savings in H1 and you had big savings from the beginning of last year? It sounds like that. I mean it's just good that we don't expect too high margins in H1, if that's the case at the moment, that it's more of a... Mikko Puolakka: Yes, let's come back to the 2026 margins when we provide the full year outlook. But yes, overall, like I said, the first half of last year, i.e., 2025 was still quite normal for the U.S. market, while we were then negatively impacted in quarter 3 and to a certain extent, in quarter 4, even though we started to book some of the revenues from those U.S. orders, which we received in quarter 2. But overall, as the U.S. order intake has been lower this year compared to last year, that will at least impact us to a certain extent in the first half of next year, before the cost savings start to kick in. Tomas Skogman: Then finally, are you in active acquisition discussions for more companies at the moment given your strong balance sheet and earlier communication? Mikko Puolakka: We have discussions with potential target companies. Aki Vesikallio: [ Edward ], you next in headline. Unknown Analyst: Sorry about that. Just an understanding on the EUR 20 million savings. Is this a structural saving? Or if the market turned in the U.S., as one hopes it does and gets back to a normalized market conditions, how much of that EUR 20 million would you actually see having to go back in? And then just on the other question, do you actually see then a sort of margin mix dilution as the equipment part picks up, going back to your comment about the overall usage and extension of either rental and lease contracts and over usage of equipment as it is, that you actually see the new kit being bought and the service side drops? That's one. And then the other question was just on pricing in the U.S. If you looked at your pricing for '26 versus your pricing that you were thinking about for the second half of '25, is there a major delta difference between that thinking? Mikko Puolakka: Thanks for the questions. First on the savings, we aim at doing as much as possible structural savings. So those should be fairly sticky, i.e., not kind of traveling type of savings, which might go up when the business picks up. So as much as possible, structural savings. Then what comes to the mix when the business improves? Yes, the equipment growth -- equipment business growth might have a slightly negative impact on the mix as services is now a bigger portion of the business due to the equipment sales decline. But it's good to remember that before the U.S. market decline also, our equipment business was doing a very solid double-digit comparable operating profit. So yes, equipment growth can have a slightly negative adverse impact on the mix. But on the other hand, with the equipment volumes, we can get good leverage on our SG&A costs. And then what comes to the pricing in the U.S.? I would say that the kind of underlying pricing in the U.S. has been fairly stable. But then, of course, due to this tariff surcharge, I would say that our pricing kind of invoicing to customers has been, say, 10-plus percent higher since, I would say, 1st of March compared to the beginning of 2025. Unknown Analyst: Okay. And then just a last question. If you just look at the overall inventory between both from yourselves and from competitors actually in the distribution network, how is that looking running into '26? Mikko Puolakka: In our case, our kind of inventories have declined in 2025 due to the top line declining. And if we think our dealers, they don't typically hold sizable inventories. They kind of -- when they get an order from the customer, then they place an order for our equipment, so they don't -- except for some kind of high runner, very standardized products. Otherwise, they don't typically hold sizable inventories. Aki Vesikallio: I don't see any hands up or any questions in the chat, but if we have any questions from the telephone lines, now is your chance. So I don't hear any questions from the telephone lines, but [ Edward ] has a follow-up. So please go ahead. Unknown Analyst: Sorry, I'll take an opportunity then. You talked earlier about discussions with clients in the U.S. that not much really has changed. But if you take the commentary from the larger clients at least, I mean what is their planning for '26? I mean, okay, we had the whole tariff friction through '25, but at some point, companies just say, "Okay, we just have to swallow it to a certain extent. We've had it so far. There's a degree of known dynamics within it. We've got to get on with the business." So what are they actually talking to you, the larger clients, at least who probably have the financial flexibility to make decisions? Mikko Puolakka: Yes. The larger clients, they have done, for example, market consolidation. So they have been buying competitors. And what they have been doing in '25 and most probably they would possibly do also in '26 is this kind of fleet renewals. They might have thousands of our equipment in use. And basically, every year, they may have to replace hundreds of those. So basically, they have -- like you said, they have stronger balance sheets. They have established relationships with leasing companies, and they are looking perhaps things in a bit longer time horizon than perhaps smaller players who might kind of have a bit more constrained balance sheet. Aki Vesikallio: Thank you. I don't see any further hands up, so it's time to conclude today's call. So we will go into the silent period on 22nd of January, and the results will be published on 12th of February. So stay tuned and have a nice, let's say, winter so far, and let's get back to the topics on 12th of February. So thank you, and bye-bye. Mikko Puolakka: Thank you.
Operator: Good morning, everyone, and welcome to the Sify Technologies financial results for the third quarter FY 2025-2026. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Praveen Krishna, Head of Investor Relations of Sify Technologies. Praveen, the floor is yours. Praveen Krishna: Thank you, Jenny. I'd like to extend a warm welcome to all our participants on behalf of Sify Technologies Limited. I'm joined on the call today by Mr. Raju Vegesna, Chairman; and Mr. M.P. Vijay Kumar, Executive Director and Group CFO. . Following our comments on the results, there will be an opportunity for questions. If you do not have a copy of our press release, please call Luri Group at 1 (646) 824-2856, and we'll have one sent to you. Alternatively, you may obtain a copy of the release at the Investor Information section on the company's corporate website at www.sifytechnologies.com/investors. A replay of today's call may be accessed by dialing in on the numbers provided in the press release or by accessing the webcast in the Investor Information section of the corporate website. Some of the financial measures referred to during this call and in the earnings release may include non-GAAP measures. Sify's results for the year are according to the International Financial Reporting Standards or IFRS, and will differ somewhat from the GAAP announcement made in previous years. The presentation of the most directly comparable financial measures calculated and presented in accordance with the GAAP and a reconciliation of such non-GAAP measures and of the differences between such non-GAAP measures and the most comparable financial measures calculated will be made available on Sify's website. Before we continue, I'd like to point out that certain statements contained in the earnings release and on this call are forward-looking statements rather than historical facts and are subject to risks and uncertainties that could cause actual results to differ materially from those described. With respect to such forward-looking statements, the company seeks protection afforded by the Private Securities Litigation Reform Act of 1995. These risks include a variety of factors, including competitive developments and risk factors listed from time to time in the company's SEC reports and public releases. Those lists are intended to identify certain principal factors that could cause actual results to differ materially from those described in the forward-looking statements but are not intended to represent a complete list of all risks and uncertainties inherent to the company's business. I would now like to introduce Mr. Raju Vegesna, Chairman of Sify Technologies. Chairman? Raju Vegesna: Thank you, Praveen. Good morning, everyone. And thank you for joining us on the call. India's growth story has moved decisively from promising to performance. Strong economic fundamentals, policy continuity and accelerating digital adoption are positioning India as a central pillar in the global technology ecosystem. India IT is entering into a new phase, one defined not only by scale, by -- but by leadership in digital infrastructure, cloud and AI-led innovations. As enterprises and government intensify their focus on AI, cloud and data-driven platforms, demand for the secure and high-performance and governance digital infrastructure is rising rapidly. At Sify, our strategy is aligned with this inflection point through a sustained investment in hyperscaler data centers, resilient networks and AI-driven platforms, positioning us to enable the next decade of enterprise transformation in India. Let me now bring in our Executive Director and Group CFO. Mr. M. P. Vijay Kumar to explain both the business and financial highlights. Vijay Kumar? M. Vijay Kumar: Yes. Thank you, Chairman. We continue to exercise fiscal discipline while making measured investments to strengthen our long-term capabilities. Our capital allocation across data centers, networks, and people for digital platforms remains guided by a disciplined approach to risk and future readiness with a focus on long-term value creation. Let me now expand on the business highlights for the quarter. The revenue split between the businesses for the quarter was Network services 37%, data center co-location services 40% and Digital services, 23%. In this quarter, data center co-location capacity of 9.1 megawatts was sold. As of December 31, 2025, Sify Network Services provides services via 1,214 fiber nodes, a 9% increase over the same quarter last year. And as at the same date, we have so far deployed 9,695 SD-WAN service points across the country. A detailed list of our key wins is recorded in our press release, now live on our website. Let me briefly sum up the financial performance for Q3 of financial year 2025-'26. Revenue was INR 11,596 million, an increase of 11% over the same quarter last year. EBITDA was INR 2,470 million, an increase of 29% over the same quarter last year. Loss before tax was INR 257 million and after tax INR 329 million. Capital expenditures during the quarter was INR 3,452 million and cash balance at the end of the quarter, 31st December 2025, was INR, 3,627 million. I will now hand over to our Chairman for his closing remarks. Raju Vegesna: Thank you, Vijay Kumar. Sify is committed to driving technology-led growth by enabling enterprises to modernize, expand and capture new opportunities. Our resilient infrastructure and comprehensive portfolio of services provide a strong foundation to deliver sustainable value and long-term returns. As we execute on this road map, I want to thank you for your continued confidence and support in our vision for the future. Thank you for joining us on this call. I will now hand over to the operator for any questions. Operator: [Operator Instructions] Our first question is coming from Greg Burns of Sidoti & Company. Gregory Burns: I just wanted to start off just asking about maybe an update on the timing for the IPO of Infinit Spaces. Are there any milestones that are upcoming? Or how should we think about the major milestones that still need to be completed and the timing -- the expected timing for that IPO? M. Vijay Kumar: Yes, Greg, we filed the draft prospectus middle of October 2025. And usually in the period of 3 to 4 months, we get the securities regulators approval. We are expecting the approval of the draft prospectus this month. And we will be guided by the bankers on the exact timing of opening the issue and getting listed. Once we get the SEBI's approval this month, there are additional processes in terms of updating the draft prospectus with the financials as of 31 December. And basis the banker's guidance, we will go to the market for listing. Gregory Burns: Okay. And I guess you mentioned that you had sold an additional, I think, 9 megawatts of capacity this past quarter. Could you update us on maybe what your total design capacity currently is and how much of that in total has been sold? M. Vijay Kumar: Yes. The total design capacity is 188 megawatts, out of which the capacity which is ready for service is 130 megawatts. And out of 130, the total sold capacity is about 127 megawatts. Gregory Burns: Okay. Great. And then of I don't know, maybe over the next 6 to 12 months, could you give us maybe an update on the road map for your new data center construction, maybe in terms of either DCs or capacity that you expect to bring online? M. Vijay Kumar: Yes. There are 2 facilities in our Rabale data center campus, which will go live in this calendar year for which we have contracted with the customer. And there are other 2 greenfield projects, which are under construction. One of which will get delivered middle of this calendar year and the other will get delivered middle of the next calendar year. Gregory Burns: And the total capacity of those 4 facilities? M. Vijay Kumar: Okay. The aggregate capacity of all the 4 facilities at present is about 125 megawatts, but basis customers' actual deployment, the capacity could be a little higher because we are seeing customers bringing in AI workloads into the country. It has just begun. So the densities are expected to increase. Gregory Burns: All right. And then lastly, the digital services still operating at a loss. How should we think about that part of the business longer term. At what point do you expect that to maybe either be at breakeven or profitable? When are you going to start to get some operating leverage on the investments you're making there? M. Vijay Kumar: Yes. To breakeven -- I don't want to sound forward-looking, but let me give a little guidance to the extent I can. The next fiscal year, '26-'27, latter part of the year, we should hopefully become breakeven. And depending on how the services market scales up for the new offerings, which we are investing, we will see profitability thereafter. . Operator: Our next question is coming from [ Ramesh Vijaj ] of StockHifi. Unknown Analyst: Sir, you mentioned the 12.16 megawatt capacity sold since June 2025. How much of this is already revenue generating? M. Vijay Kumar: Out of that, the revenue generating will be about 4 megawatts because a substantial part of the orders have come in December, which will generate revenue in the coming quarter. Unknown Analyst: What is the average contract tenure and return on capital employed per megawatt? M. Vijay Kumar: For hyperscaler, the average [Technical Difficulty] Praveen Krishna: Hello, Jenny. We are experiencing difficulties on the line? Operator: Yes. Ramesh, I'm going to just boost your line. Are you quite far away from your handset? Unknown Analyst: No, we are able to speak. I hope you guys are able to hear us. Operator: That's better. Praveen Krishna: Jenny just a confirmation. I think we lost Vijay on this call. Operator: Okay. Bear with me one second. Vijay's line is still connected. Vijay, can you hear us? Okay. The line is still connected. Just bear with me a second. I'll try and pull the line, just one second. Okay. I'm trying to get Vijay back in the call. So just bear with me, I try and do that. Okay. One second. Praveen Krishna: Yes, please. He got dropped, so he's asking to connect again. Operator: Okay. For the moment, we have lost Vijay, and I'm not getting him back in at the moment. I will keep trying. In the meantime, if -- would you like me to carry on with any questions. We still have Ramesh on the line. Praveen Krishna: I would give it another -- could you hold for a minute, please? Could you hold for a minute? Operator: Yes, certainly. Yes. Ladies and gentlemen, we'll just wait a moment to see if we can get the Chairman back on the line. Praveen Krishna: I have Vijay on my phone, and he is listening in on this call, so he can take your questions. Operator: Okay. So Ramesh, if you would like to ask your question again. Unknown Analyst: The question was regarding the tenure of [indiscernible] . M. Vijay Kumar: Yes. The hyperscale contracts are all for a tenure of 7 years and with renewal for 2 further terms of a similar period and for enterprise contracts, it is 5 years and which usually tend to get renewed for similar periods. Unknown Analyst: Okay. Return on capital employed each megawatt per megawatt? M. Vijay Kumar: Return on capital employed, we measure it essentially for the stabilized facilities, which is facilities when they get fully populated. And for the fully populated facilities, the return on capital employed is in high teens. Unknown Analyst: So this IPO, which you're coming out with Sify Infinit, is this proceed going to be used for debt reduction of parent level? Or is it going to be used for fresh network expansion? M. Vijay Kumar: The IPO primary portion of it is going to go for data center expansion. A portion of the funds will go towards retiring the existing loans, and we will replace those loans with lower cost and longer-term infrastructure debt subsequently. Unknown Analyst: So how is Sify Infinit structurally separated like more debt, cash flow, everything, how exactly is it separated? M. Vijay Kumar: Yes. Sify Infinit Spaces is the 100% subsidiary of Sify Technologies Limited, separate legal entity. And its separate financial statements are available on our website. They are also available in the IPO documents which we have presented. It's also available at the MCA portal. The separate financial statements are available. And since our [ debt ] is listed in the Bombay Stock Exchange, the quarterly results are also updated in the Bombay Stock Exchange portal. Unknown Analyst: Okay. is the existing Sify shareholders ADR going to get any kind of shareholder quota in the new IPO? M. Vijay Kumar: We have been advised by the bankers that the existing ADR shareholders are holders of American Securities and the legal framework does not allow any priority to be given. However, the U.S. shareholders who have -- if you are in U.S., you can -- and you have a nonresident account in India, you can participate through the NRE account which you have here. Operator: [Operator Instructions] Our next question is coming from Prateek Singh of IIFL Capital. Prateek Singh: The first question is on the depreciation. So basically, I understand that the management estimates useful life for power equipment to be around 8 years. Is it something -- does it mean that after 8 years, we'll need to replace power equipment? I don't think so, right? It's just for accounting, the power equipment would be lasting for 15, 20 years. Is this understanding correct? M. Vijay Kumar: Exactly. You're right, Prateek. In fact, we have been in business for about 25 years. And except for certain items like the UPS and the batteries, rest of them have a life north of 15 years, north of 15 years. One of the reasons the company took a depreciation policy of an average of 8 to 10 years is to coincide with the pricing model, which the company adopts. So our pricing model assumes 8 to 10 years' capital recovery. And hence, the depreciation is synced to that. Prateek Singh: The next question is on margins of the data center business, which is kind of a steady state and growing very well for us. Margins, while I understand that they are stable, we saw a small dip in margin this quarter. So usually, when we have to forecast numbers, how should we look at it? Is it like hyperscalers? Are they driving pricing down or the situation is quite tight in India, and that's not the case. It might be due to power costs going up. How should we look at margins and pricing environment going ahead? M. Vijay Kumar: Okay. The EBITDA margins are consistent between 44% to 45%, 100 basis points difference at times arises between quarters, depending on the customers ramping up their IT power consumption. So when -- for example, Rabale Tower 5 went live in the last 9 months, and those equipments have come in, which have contributed to capacity revenue, but the power revenues start scaling up over a period of time. And similarly, whenever new large capacities come live, there are -- there is that period of ramping up for about 6 to 9 months where you have some operating expenses, which later give us the operating leverage to reduce the same. So it generally fluctuates between 100 to 200 basis points. Otherwise, it's close to 45%. Prateek Singh: Understood. And sir, so like you said, like sir said earlier that our design capacity is 188, installed is around 130, operational is 127. So did I hear it correct, the installed is 130, right? Or was it 150? M. Vijay Kumar: 130. Prateek Singh: Okay. So these are the same numbers as of June as per the DRHP. So does it mean that the CapEx that we are doing right now is going into capital work in process and we can see a step jump when a new facility is commissioned. M. Vijay Kumar: Correct. Correct. You're right. The design capacity of 180 between the DRHP of June and now is the same. A substantial amount of capacity is going to get added in this calendar year, where we have Rabale Tower 6 and 7, which will go live and Rabale 11 also, which is going to go live. So you'll have a substantial capacity getting added. Prateek Singh: And what kind of time difference do we see? Like -- so I understand that design capacity is bare shell, right, without UPS, gensets and all those things and installed capacity has all those things. So what kind of time difference do we see between 130 going to 188? Is it more like 6, 7 months? Or is it more like 12 months? So basically, how long does it take for installed capacity to rise to the level of design capacity in short? M. Vijay Kumar: Yes. So the markets are divided as Mumbai and other cities. In Mumbai, the recent experience is any capacity you add, the design capacity getting fully populated is approximately about 15 months, 15 months, whereas in other cities, where you build on a tower concept, where you build a core and shell meet the future demand because when customers come in, they see whether the capacity is scalable, that becomes one of the important requirements. So in other markets, they experience this, it takes about 3 to 4 years to get fully populated. But at times, if a hyperscale customer comes in, then it gets populated earlier. The second question you had on pricing. We are not seeing any pricing challenges, whether it is hyperscale customers or the enterprise customers. The pricing -- the return on capital is fairly consistent [indiscernible] for customers to look at it is availability of capacity on time. And the service providers quality of product and operations and maintenance is a key criteria for the customers and it continues to be so now. Prateek Singh: Understood. And sir, just a bit... Operator: Prateek, your line cut out for a second. Would you mind reasking the question, please? Prateek Singh: Sure. So is my line clear now? Operator: Yes. M. Vijay Kumar: Better. Better. Prateek Singh: Yes. So on the related party disclosures in the DRHP, when we talk about expense transfer and revenue transfer with the Sify Technologies, I wanted to get more sense as to what these are and how should we look at it? M. Vijay Kumar: Yes. Yes. So the related party transactions are broadly 2 things. The revenue transfer and the expense transfer, which you see there is actually in the context of some of the contracts which were signed by the parent company before the data center business was carved out. So those customer contracts have remained with the parent company because they are largely with the public sector companies, so those contracts, whatever revenue comes, we pass it on as it is to the data center entity as per the business transfer agreement. So parent company does not have any margin. It's just a simple revenue and expense transfer, which is -- that's point number one. Second is there are 3 data center assets, which are owned by the parent company. Those assets have been given on lease to the subsidiary because when we did the business transfer in 2020, it was tax efficient to retain the asset in the parent company and give it on a long-term lease to the subsidiary. The third point is as far as the go-to-market of the company is concerned, the go-to-market, we have for hyperscale business, a dedicated go-to-market team within the data center entity. But for the domestic enterprise business, we leverage on the go-to-market capabilities, which are there in the parent company, where we have about 5,000 enterprise customers. So that go-to-market cost and the marketing costs are apportioned on an actual cost basis to the data center entity. Prateek Singh: Understood. And just one last clarification. When sir said that December quarter will -- the capacity sold in December quarter will generate revenue in the upcoming quarter. By upcoming quarter, do we mean March or June? M. Vijay Kumar: March, March, March. A few more questions we can interact any time at your convenience, please feel free to reach out to us. Operator: Our next question is coming from Sourabh Arya of Oaklane Capital. Sourabh Arya: Am I audible? M. Vijay Kumar: Yes, you are. Yes. Sourabh Arya: Sir, my first question is actually on the Network business. So why this business is flat in this quarter? M. Vijay Kumar: Yes. As far as the Network business is concerned, during this quarter, we had some bit of price corrections for our existing customers. Second is there is also a small shift of customers moving from MPLS to Internet and when the customers move from MPLS to Internet because of the new technologies like SD-WAN and SASE, the price realization comes down. But at the same time, we manage our costs also to protect our margin. So volume-wise, we would have grown, but the revenue numbers would look a little flattish. Sourabh Arya: So does that mean this exercise will continue? And second, then how should one look at the growth of this business? Because I was under the impression, ultimately, it should grow in line with the data center business. M. Vijay Kumar: Correct. Correct. Correct. And that's actually what will happen. The Network business will grow similar to the Data Center business, but probably not at the same pace because Data Center growth momentum is significantly higher, but Network will also grow alongside the Data Center business. Sourabh Arya: Okay. And second was there's continuous new [ Vizag ] and this Google partnership on the networking side. Can you explain that if like what exactly is happening? And what kind of CapEx Sify would be doing because these are very large numbers that keep coming. M. Vijay Kumar: Yes, yes. So as far as Sify Network business is concerned, you might be aware, we are a carrier-neutral cable landing station operator in the country. We have one operating cable landing station in Mumbai for over a decade where there are 3 cable systems, which are landing and those cable systems may take them into the city to the various data centers. Now some of the hyperscalers, as part of their overall strategy, are looking at landing capacities in other cities in India. Visakhapatnam happens to be one such chosen location. So Google for their cable landing system, which is coming on the eastern side has chosen Sify as the partner for setting up the cable landing station where their cable will come and land. So this cable will land in a data center, which we are setting up in Visakhapatnam, which we call as an edge data center, where we'll have some anchor customers as well. And this cable will land there. And this cable from the data center and the cable landing station investment is not a material investment. It's a very strategic investment, though. The material investment will be carrying the capacity from the cable landing station to Google's own data center, which they are putting up in Visakhapatnam, which is not too much of a distance. So that will be a capital investment to be done. At this point in time, we don't have a real estimate of how much is that. But typically, those investments are largely funded by the customer themselves. So they would not be balance sheet heavy for Sify Technologies. Sourabh Arya: Okay. That is fine. So you will continue to benefit from this but not by putting too much of capital. M. Vijay Kumar: Correct. Correct. It's a very strategic investment. What it actually helps us in the long term is carrying the traffic which comes to the subsea cable systems into the data centers, length and breadth of the country. So that's the kind of strategic position it comes. It's similar to an international -- cable landing station is similar to an international airport where the traffic comes in. And from there, you carry the traffic to your network into the domestic cities. So that's a simpler way of understanding the cable landing station investment. Sourabh Arya: Okay. Okay. And one last question. So you said that the new data centers, the Rabale, the new towers, there the capacity is some 30s, right, per tower. But you are seeing some AI investments if they can upgrade the capacity. But is the -- so does it mean the CapEx per megawatt for some of these upgradation is far more than your traditional $5 million, $6 million per megawatt investment, which happens in normal scenario? M. Vijay Kumar: Yes. So currently, what is happening, Sourabh, is the 4 data centers, 2 of them are 77 megawatts, the other 2 are 55-megawatt. The 77 megawatts we are going to host AI infrastructure of the customer. So a customer is bringing in substantial amount of AI into that facility. This facility was originally designed for 52, whereas now it's going to be for 77 megawatts. And the incremental capacity, incremental CapEx cost for the AI is marginal for us, and some of it is getting funded by the customers themselves because they are bringing some proprietary design. Second, coming to the 52 megawatt is what I mentioned. The other 52 megawatts, which I mentioned, has been originally designed for cloud workloads. But if the customer is coming with AI workloads, we have the opportunity of increasing that 52-megawatt to a higher capacity. So it depends eventually on what kind of workloads the customer is bringing in. Sourabh Arya: Sure. This is helpful. Just very lastly. So when the normal DCs there, you have got air cooling. So does it mean -- and as you are saying, the CapEx would not increase much and it is done by the customer only. So does it mean none of these new capacities have some liquid cooling, et cetera, which are very, very expensive. And even if those are there, those would be borne by the customer. M. Vijay Kumar: No, no, no. That's not the right way to understand. All our data centers, which have gone live since 2024, are NVIDIA certified and capable of hosting liquid cooling systems. They're all designed for that. And our new facilities, Rabale 6 and 7, which is coming, right from day 1, will have liquid cooling system. And the commercial engagement with the customers varies from customer to customer, contract to contract. Some contracts we incur the whole amount and it gets added to the capacity charges. Some customers, the customer invests in that for which we enable the same. So it depends on contract to contract and customer-wise. And whenever you have the liquid cooling system coming in, the incremental cost is approximately $1.3 million per megawatt. Sourabh Arya: $1.3 million per megawatt, right? M. Vijay Kumar: Correct. Correct. Correct. Sourabh Arya: Okay. Okay. That is helpful, and that is borne by the customer or by you? M. Vijay Kumar: As I told you in some cases, the customer does it. Sometimes we do it and charge from the customers. Sourabh Arya: Okay. Perfect. And one last, if I can squeeze, is on the data services side, though you gave the guidance that maybe we will see some flat margins for breakeven by next year, second half. But what kind of ramp-up in this business is expected? Like because you've been building this business for quite some time now. And what are the green shoots? M. Vijay Kumar: We are expecting a combination of actions to help us get to breakeven. One is from our portfolio of services. We will look at focusing on 2 or 3 services more for revenue ramp-up like we have the cloud and managed services, the network managed services and the security managed services. So those are a portfolio, which we will see some revenue growth to help us get to breakeven, where we are actually developing capabilities around AI ops to bring the differentiation to the customers. That's part one. Some of the portfolios where the scale of opportunity is limited, we might decide to repurpose those resources and get them to businesses which are productive. So we are looking at that carefully, and we will do it in a calibrated manner over the next 3 to 4 quarters. We have good quality resources engineers, very young engineers, whom we have trained good quality people. So we would like to monetize their capabilities by increasing the focus on certain set of services. Operator: Our next question is coming from [ Ramesh Vijaj ] of StockHifi. Ramesh, can you hear us? Ramesh. It's quite hard to hear you. Unknown Analyst: Are you able to hear me? Operator: Yes, we can hear you now. You can ask a question. Unknown Analyst: There is a small thing that we would like to know. How should we go forward with this equity stability, especially such as CapEx and debt going forward, which is continuing to rise? M. Vijay Kumar: Yes. As the capital requirements is substantially for the data center business, and our initiative now to do an IPO helps us to create the stock as a currency. The initial primary capital which you are raising should take care of the demand growth for the next 2 to 3 years. And thereafter, we should be able to do a combination of rights and QIPs to raise capital to meet the incremental capital requirements. In fact, this listing is essentially to fund the growth for the future, given the fact that the business has very good prospects over the next decade. Unknown Analyst: What kind of offloading has been -- or what kind of new equity is being issued? How much percentage would be impacting for the existing shareholders for the Sify Infinit? M. Vijay Kumar: The DRHP has been filed and it is in the company's domain. I would encourage given the fact that these are all subject to capital market regulations, I encourage you to read the same. The primary capital which we are raising is INR 2,500 crores, and there's an offer for sale from our capital partner, Kotak, where we have [ Arya ] and GIC as LPs, where they'll be liquidating a small portion of their existing holding for INR 1,200 crores. So total issue size is INR 3,700 crores. Operator: And our next question is coming from Prateek Singh of IIFL Capital. Prateek Singh: Just a clarification on an earlier answer. So when we said we have 4 capacities in line, Rabale, 2 brownfield and 2 greenfield. So these 2 greenfield are in Rabale as well or they are in some other city or some of the area? M. Vijay Kumar: Yes, Prateek, all the 4 are greenfield. All the 4 are greenfield. 2 of them are right adjacent to the existing facilities. And the other is right opposite -- other 2 are right opposite the existing facilities. They all constitute a single CapEx. All the 4 are greenfield projects. Prateek Singh: Okay. In Rabale itself, right? All 4 are in Rabale. M. Vijay Kumar: In Rabale. They're all part of the same campus and all the 4 are greenfield projects. Prateek Singh: Understood. Understood. And when we sign these AI contracts, do they have -- do we expect to maintain similar kind of return on capital employed in AI contracts like cloud? Or would they be a bit higher? M. Vijay Kumar: At present, we are seeing same kind of returns. Early stages, Prateek, let's see how it increases in the future. But at present, it's the same set of returns. Prateek Singh: Okay. And the Andhra Edge facility will be 50 megawatts. Is that the right understanding? M. Vijay Kumar: No, no, no. Andhra Edge facility is on a land parcel of 3.6 acres. The initial design could be for 5 acres, but it's early stages. Once everything is firmed up, we will communicate to you. It's early stages. But typically, all the edge sites, we are designing it for 5 megawatts. Prateek Singh: Understood. M. Vijay Kumar: And just to clarify on that Andhra one. Apart from the 3.6, we have a land allotment of 50 acres, probably your 50-megawatt context came there. So we have a land allotment of 50 acres, which is there in Visakhapatnam, which is for the future capacity additions depending on how the demand comes in. Operator: Well, we appear to have reached the end of our question-and-answer session. I will now hand back over to Raju for any closing comments. Raju Vegesna: Thank you for joining us on the call. Have a good day. Thank you. . Operator: Thank you very much. This does conclude today's call. You may disconnect your phone lines at this time, and have a wonderful day. We thank you for your participation.
Operator: Good day, and thank you for standing by. Welcome to the Global Mofy AI Limited Fiscal Year 2025 Financial Results 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, Celine Meng. Please go ahead. Celine Meng: Thank you, operator. Welcome, everyone, to Global Mofy's Fiscal 2025 Financial Results Conference Call. Covering the period between September 30, 2024 and September 30, 2025. Thank you all for joining us on such short notice. My name is Celine, and I am the company's Securities Affairs representative. Today, I'll be presenting our prepared comments and then followed by a Q&A session with our CTO, Ms. Wenjun Jiang; and CFO, Mr. Chen Chen. Fiscal year 2025 marks a pivotal year of strategic transformation for Global Mofy. Beyond strong financial performance, this year represents our transition from AI-driven tools to AI native production workflows, laying the foundation for scalable, defensible and margin accretive growth. During today's call, we will review our financial results, strategic milestones, core technologies and growth outlook. Before we begin, I would like to remind everyone that today's discussion contains forward-looking statements, which involve risks and uncertainties that may cause actual results to differ materially from those indicated. These forward-looking statements are subject to risks described in our filings with the U.S. Securities and Exchange Commission. We encourage you to review our Form 20-F and other SEC filings for additional information. Today's conference call is being recorded, and a replay will be made available on the company's website. Fiscal year 2025 delivered record financial performance while also marking a strategic inflection point for Global Mofy. Highlights include total revenue of $55.9 million, representing 35.3% year-over-year growth, a gross profit of $22.5 million [Technical Difficulty] entered into a digital cultural tourism cooperation framework with Lianyungang’s Haizhou High-Tech District. We completed a total of $10.3 million in strategic private placement financings, established Gauss AI Lab and end-to-end AI-powered content framework, expanded our global AI data and training capabilities through Eaglepoint AI Inc. These milestones reflect not incremental optimization but fundamental transformation and how digital content is produced. For those who are new to Global Mofy, let me briefly introduce the company. Global Mofy is an AI-driven technology solutions provider focused on virtual content production and 3D digital asset development for partners across the digital content and value chain. Advanced AI and 3D reconstruction technologies, we create high-precision digital representations of characters, scenes and props, enabling deployments across film, television, gaming, XR and emerging AI native workflows. We operate across Beijing and Zhejiang China. And since our NASDAQ listing in October 10, 2023, under the ticker GMM.US. We've continued to scale both our technology platform and asset base. According to the Frost & Sullivan report, Global Mofy is now recognized as one of China's leading digital asset banks with more than 150,000 high-precision 3D digital assets. This slide highlights Global Mofy's evolution from a traditional digital content provider into an AI native production platform. Key milestones include early leadership in virtual production and software IP accumulation, strategic partnerships with Alibaba DAMO Academy and leading industry players, NASDAQ listing in 2023 and establishment of our Zhejiang headquarters, launch of [indiscernible] flagship AIGC platform built on NVIDIA Omniverse, expansion into global AI training and data engineering through Eaglepoint AI. Our road map reflects a deliberate multiyear transition towards AI-native infrastructure rather than short-term experimentation. [Technical Difficulty] leadership in technology and innovation. Highlights include National High-tech Enterprise designation, multiple most valuable investment Chinese Concept stop and Innovation Awards, membership and leadership roles in MIIT, Metaverse and digital economy organizations, recognization as a specialized and new SME in Beijing. These honors reinforce our credibility with enterprise customers, government partners and institutional investors. Innovation remains at the core of Global Mofy's long-term strategy. In FY 2025, R&D spending reached $7.5 million, representing 14.1% of revenue. Our R&D to revenue ratio significantly exceeds industry average of 5% to 8%. We hold 45 independent intellectual properties with over 10 new IPs added annually. Beginning in fiscal year 2025, we intensified development of generative AI production tools, AI native workflows, AI agent-driven data governance frameworks. We believe that our scale advantage in 3D digital assets, combined with deep production expertise, positions us uniquely for the next generation of AI-driven content creation. Now let's turn to our mission, vision and values, which define who we are as a company and guide us in everything we do. Starting with our mission, we aim to empower creativity through the innovative use of AI and digital technology. This mission drives our efforts to push boundaries and redefine what's possible in the digital content industry. Our vision is clear: to drive technological advancements while cultivating a culturally rich corporate environment. Our values, first, foster innovation, encouraging both ideas and groundbreaking solutions. Second, we prioritize and exceed customer expectations, delivering value that goes beyond the ordinary. Ultimately, our ambition is to build the world's leading digital asset bank, serving as a foundational infrastructure for AI native content industries. The Gausspeed platform is a flagship AIGC platform designed for industrial-grade cinematic production. Built on NVIDIA Omniverse, Gausspeed enables professional-grade visual generation. Gausspeed creates stunning realistic visuals with advanced AI technology, ensuring top quality results for virtual projects. Storyboard and shot design. It provides intuitive tools for detailed storyboard and shot design, allowing creators to visualize and plan each theme precisely, reducing the need for costly revision. A precise preproduction planning. Gausspeed offers advanced [indiscernible] capabilities for accurate preproduction planning, helping clients define service needs and minimizing trial costs. Editable assets, the video scenes and 3D digital assets generated by Gausspeed can be reedited to meet more customized demands, providing flexibility and adaptability for various project needs. We are confident in Gausspeed's ability to transform the filmmaking industry by providing a powerful AI-driven tool that enhances creativity and efficiency. Our 150,000-plus high-precision 4K 3D digital assets form the backbone of our AI capabilities. These assets span characters, scenes and props, natural environments, science depiction, historical errors and architecture. This asset bank enables faster production cycles, higher visual fidelity, scalable AI training and inference. It is a foundational competitive moat for Global Mofy. Mofy Lab integrates over 40 proprietary software systems into a one-stop content generation platform. Key capabilities include high-precision 3D reconstruction technology, digital content editing middleware, low-code and no-code production tools after reuse invocation and workflow optimization. Global Mofy allows us to deliver systematic, repeatable and scalable production outcomes. This slide summarizes several defining moments of Global Mofy in the past few years. NASDAQ listing and increased global visibility, launch of our Zhenjiang headquarters, entry into the AIGC field through strategic partnerships, completion of a major strategic transformation. Each milestone reflects progress towards an AI native operating model. Our management team brings deep expertise across technology, finance and operations, led by our CEO, Mr. Haogang Yang; and supported by CFO, Mr. Chen Chen; CTO, Ms. WenJun Jiang; and CMO, Mr. Nan Zhang, the team continues to execute our strategy with discipline and a long-term focus. Financial data-wise, now let me talk -- walk you through our financial performance for the fiscal year ended September 30, 2025, and provide some additional context around the key drivers behind these results. As of September 30, 2025, the company's total assets increased to $78 million compared to $59.2 million as of September 30, 2024, representing a 31.9% year-over-year increase. This growth was primarily driven by our continued investment in intangible assets, particularly those related to 3D digital assets and AI-related technologies. These investments reflect our deliberate strategy to strengthen Global Mofy's long-term technology foundation, expand our digital asset bank and support the transition towards AI native production workflows. Revenue for fiscal year 2025 increased to $55.9 million, representing a 35.3% increase from $41.4 million in fiscal year-end 2024. This growth was driven by sustained demand for virtual content production and 3D digital assets licensing business across multiple end markets, including film, television, advertising, game and digital tourism and et cetera. Demand remained resilient throughout the year, reflecting both the recovery of content production activity and increasing adoption of digital and AI-enabled production solutions. In addition, during fiscal year 2025, the company proactively responded to the active expansion of the short-form drama market by adopting an innovative cooperation model to participate in short-form drama investments and production projects. While still at a very early stage, we believe the continued expansion of this business line will further diversify our revenue streams and provide incremental revenue support over time, complementing our core virtual technology services. Gross profit and gross margin. Gross profit for fiscal year 2025 was at $22.5 million compared to $20.8 million in fiscal year 2024. Gross margin was 40.2% for the year. The year-over-year margin profile reflects a period of intentional investment as we continue to scale our AI native production infrastructure, expanded R&D initiatives and deployed AI agent-based workflows designed to support long-term automation and efficiency. While these investments weighed modestly on near-term margins, we believe they are critical to unlocking structural margin expansion in future periods, particularly as AI workflow mature and production efficiency continues to improve. Research and development expenses for the fiscal year of 2025 totaled to around $7.9 million compared to $7.4 million in fiscal year 2024, representing a 6.7% year-over-year increase. These investments were primarily focused on expanding and enhancing our 3D digital asset library to support growing AI-driven demand, advancing the development of AI-based generative tools and initiating AI-native production workflow research through the launch of Gauss AI Lab. We believe that these R&D efforts are essential to support long-term efficiency, scalability and intelligence production capabilities and position Global Mofy for sustained growth as AI native adoption accelerates across the digital content industry. Global Mofy is transitioning from using AI tools to embedding AI natively across production, data and workflows. Our growth strategy focused on international market expansion, especially in June 2025, Global Mofy made a strategic investment in Wetruck AI, a digital freight platform headquartered in Ethiopia, marking the company's first direct market entry into Africa and represents an important step in expanding the application of our AI capabilities beyond digital content into real-world infrastructure and logistics scenarios in emerging markets. Building on this foundation, in January 2026, the company recently established Eaglepoint AI, Inc., a Delaware-based AI infrastructure company, majority owned through our wholly owned U.S. subsidiary, GMM Discovery, LLC. Eaglepoint AI focused on AI data engineering, data governance and AI model training support, serving as a critical component of our global AI infrastructure plan out. Additional growth strategies also include strategic alliance and selective acquisitions, brand positioning as an AI-native content infrastructure provider, continued R&D investment in AIGC and asset expansion, enhanced customer experience through intelligent workflows, these strategies together underpin our long-term margin expansion and scalability. Thank you for your attention. And before we open the floor for questions, please note that the management team will be answering in Chinese for any discrepancies between the translated responses and the original answers. The original answers should be considered accurate. Please feel free to ask any questions you may have about our financial performance, strategic initiatives, our market outlook. Operator, please open the line now for questions. Operator: [Operator Instructions] We going to proceed with our first question. Question come from the line of [ Dona Young ] from Red Dragon. Unknown Analyst: Okay. Here's my first question. Could you explain how the company maintains a stable and strong revenue growth trajectory? Chen Chen: [Foreign Language] Unknown Executive: [Interpreted] Okay. So I will now translate the question for our CFO, Mr. Chen Chen, for answer. I will now translate the answers from Mr. Chen Chen. In fiscal year 2025, the company achieved a revenue of USD 55.94 million, representing a 35.3% year-over-year increase and marking a record high in our history. Mr. Chen Chen emphasized that this growth was primarily driven by 3 factors: First, continued demand growth for 3D digital assets and models across multiple application areas, including film, vision, advertising and virtual cultural tourism. Second, the overall expansion of the film, TV and short drama market, which increased demand for high-quality virtual content production services. Third, in response to the rapid growing short drama market, the company adopted innovative cooperation models to enter short drama investment and production, further diversifying our revenue sources. Mr. Chen Chen emphasized that we believe the continued development of the short drama business will provide additional revenue support and diversification going forward. Unknown Analyst: I have the second question -- can you provide an outlook of future performance? Chen Chen: [Foreign Language] Thank you for your question. And I will now translate the question for Mr. Chen answer. Unknown Executive: [Interpreted] Thank you, Mr. Chen Chen, and I will now translate Mr. Chen Chen's answer for your question. Mr. Chen Chen answered that building on the stable growth of our existing core business lines, the company expanded into short drama production in fiscal year 2025 as part of our virtual technology services and continue to advance our strategic planning in the AI agent space, which together strengthen our growth foundation. Looking ahead to fiscal year 2026, we expect to maintain strong growth momentum and further expand our market presence across key application areas through ongoing technological innovation, supporting sustainable and steady revenue growth over the long term. Operator: [Operator Instructions] [Technical Difficulty] I am showing no further questions. So I'll now turn back to Celine Meng for closing remarks. Unknown Analyst: Operator, can you repeat one more time the directions to join the call. Operator: [Operator Instructions] The next questions come from the line of Jason Liu from [indiscernible]. Unknown Analyst: Can you hear me? Operator: Yes, we can hear you. Unknown Analyst: I've got two questions. And the first one is over the next 3 to 5 years, will the company prioritize technical or ecosystem expansion? And how will resource be allocated? Wenjun Jiang: [Foreign Language] And then I will now translate the question for our CTO, Ms. Wenjun Jiang, for answers. Unknown Executive: [Interpreted] Thank you, Ms. Wenjun Jiang and I will now translate the answers from Ms. Wenjun Jiang. As CTO, Ms. Wenjun Jiang have just answered that we believe the technological depth and ecosystem expansion are complementary other than conflicting. Deepening our technology enables us to respond effectively to evolution market dynamics. While ecosystem expansion allows us to leverage existing technological strengths to attract more digital content, cultural tourism and entertainment projects, our resource allocation philosophy can be summarized as technology first and service-driven. Technology priority includes continued investment in AIGC and 3D reconstruction technologies, both of which form our core competitive advantages, serve expansion, including leveraging these technologies to broaden application scenarios and deliver more comprehensive solutions to clients. The company, Global Mofy will remain technology-driven while steadily expanding its ecosystem to achieve balanced growth and innovation. Thank you. We hope we have answered your question well. And if you have further questions, you may ask now. Unknown Analyst: Yes. I got one more question. The second one is, is short drama investment a long-term strategy or short-term monetization approach. Wenjun Jiang: [Foreign Language] Unknown Executive: [Interpreted] And I will now translate the question for our CTO, Ms. Wenjun Jiang for answers. Thank you, Ms. Wenjun Jiang, and I will now translate your answers in English. First of all, short drama investment is not merely a short-term monetization tool, but rather than an integral part of the company's long-term strategic planning. Driven by technology ecosystem expansion, as mentioned before, and user experience optimization, short dramas enhance brand visibility while serving as a strategic entry point for a broader market and technology application. We build the segment as a platform for aligning technical capabilities with sustainable commercial value. Thank you. We hope that we have answered your questions. And if you have any more questions, you may raise them now. If not, you may hang up. Operator: I am showing no further questions at this time. So I'll turn the call back to management for closing remarks. Celine Meng: Thank you. Thank you all for your insightful questions and for joining us today. On behalf of the entire Global Mofy team, we thank you for your continued support and interest in our journey. We look forward to reconnecting with you again soon. If you have any further questions, please do not hesitate to reach out to our Investor Relations team through e-mail. Have a great day. Operator: This does conclude the program. You may now disconnect. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
Operator: Thank you for standing by. This is the conference operator. Welcome to the AGI Third Quarter 2025 Results Conference Call and Webcast. [Operator Instructions] The conference is being recorded. [Operator Instructions] Before we begin, we caution listeners that this call contains forward-looking information and that actual results could differ materially from such forecasts or projections. Further, in preparing the forward-looking information, certain material factors and assumptions were used by management. Additional information about the material factors that could cause actual results to differ materially from the forecast or projections and the material factors and assumptions used by management in preparing the forward-looking information are contained in our third quarter MD&A and press release, which are available on the AGI website. I would now like to turn the conference over to Paul Householder, President and CEO of AGI. Please go ahead, sir. Paul Householder: Good morning, and thank you for joining AGI's Third Quarter 2025 Results Call. Today, I'll review our Q3 performance and how the execution of our strategy is driving results. After my remarks, I'll turn the call over to Jim for additional commentary on the quarter. I'll begin with safety, which remains a top priority at AGI. Our recordable incident rate decreased 15% year-over-year to a new all-time low. In addition, more than half of our production facilities have now surpassed 1 year without a lost time accident. Clear evidence of our progress on safety and the benefits of embracing a zero-harm culture. We continue to invest in proactive measures, including enhanced training, digital monitoring and near-miss reporting. Safety isn't a stand-alone metric. It's embedded in how we plan, operate and make decisions each and every day across the entire company from our facilities to our corporate offices. To begin our prepared remarks this quarter, I would like to first address the delay in filing our results. This quarter, we experienced a delay in our third quarter filings, and we're unable to meet the prescribed timelines for releasing financial results and related disclosures. We concluded that further time was required to confirm and finalize the accounting treatment of operations in Brazil, as we have become aware through our internal channels of various financial reporting and internal control matters that required additional time to evaluate. Additionally, over a relatively short period of time, we created and launched a new business model, secured several large and comprehensive projects and formed an investment fund to support current and future projects. These measures, while delivering favorable profitable growth, added significant complexity to our business, which contributed to our auditors needing to fully review. Additionally, our audit committee performed an independent and comprehensive review of various matters relating to our financial reporting and internal controls with respect to operations in Brazil. Through this comprehensive review, we identified specific opportunities to improve our financial reporting processes and internal controls related to Brazil. These findings were determined to constitute a material weakness in our internal control over financial reporting. We are actively addressing this material weakness and have initiated remediation measures, which are further detailed in the disclosure controls and procedures and internal control over financial reporting section of the MD&A. Turning to a recap of our Q3 results, as well as a broader discussion on our key corporate strategies. AGI delivered a solid quarter with growth in both revenue and adjusted EBITDA despite a challenging market segment backdrop. Consolidated revenue reached $389 million, which represents 9% growth year-over-year. Importantly, this is consistent with our prior commentary on realizing second half revenue growth. Adjusted EBITDA came in at $71 million, up 4% versus prior year. Our third quarter results reflect both the strength of our strategy and the realities of our markets. While the North America farm market navigates challenging Ag equipment dynamics, our Commercial segment, in particular, within the international regions of our business are quite strong and continue to demonstrate a steady growth profile. Our third quarter results are perhaps the clearest example yet of the benefits we're realizing from the successful execution of the key strategies and tactics put into place over the last few years. AGI is now better positioned to capitalize on market opportunities across diverse geographies. As a reminder, we've organized our corporate strategies into 3 areas: profitable organic growth, operational excellence and balance sheet discipline. As we get into our third quarter results, I'd like to use this framework to provide updates across all 3 of these areas, including where these strategies have been implemented over recent years and how they are delivering value and supporting growth potential. I'll begin with profitable organic growth. Recall this strategy included 3 areas: product transfers, emerging markets and growth platforms. An inherent strength of our strategy is that each of these areas are interrelated, which serves to reinforce their effectiveness. I will address each in order. Undoubtedly, product transfers have been a growth driver for AGI. As a reminder, product transfers involve taking highly successful products from one region within AGI and running an internal transfer program to migrate the sales through to manufacturing capabilities to other attractive regional markets. Product transfers often include some local market product customization to ensure it will fit the requirements of a new customer base within that new region. Similar to the first half of the year, International Commercial segments benefited from our efforts on executing product transfers. Customer demand for complete solutions is high in Brazil, and our team is actively advancing several major projects secured in both 2024 and 2025 across food, feed and fertilizer in addition to our long-standing presence in the grain market. All these elements have come together to deliver strong customer engagement and a high pace of activity. Our comprehensive offering is a competitive advantage, which has enabled us to rapidly grow market share in one of the most strategically important and high-growth agriculture markets in the world. We are encouraged by the highly active pipeline and note that significant opportunities remain as we move into 2026. Product transfers have also been a key part of our success in areas outside of Brazil. In India, our storage bins, permanent material handling and portable material handling solutions have added important capabilities, which are providing top line stability and serving as a catalyst to access large and rapidly growing markets within India and across Asia Pacific. As a relatively early entrant into this emerging market, we remain optimistic about the potential of these new in-country capabilities to provide long-term profitable growth. Food, feed and fertilizer product transfers are the next areas of focus for India as we look towards 2026 and beyond, building on our success in Brazil. The second pillar of our profitable organic growth strategy is a focus on emerging markets, particularly within our EMEA business. A strategic deployment of business development resources into the Middle East has yielded several large project wins. Activity has also been steady in Africa and Southeast Asia with a consistent stream of new project wins. Preliminary visibility into potential new projects in Ukraine has begun to emerge. In aggregate, we have expanded our presence in many areas of the world, which supports the overall diversification and resilience of our business. Finally, the third pillar of our profitable organic growth strategy is our growth platforms. These include food and feed equipment businesses, as well as our digital products. These businesses have a focus on enhancing processing capabilities, which naturally complement our core storage and handling expertise. In addition, these areas all participate in very large and growing addressable markets. So far, our efforts have been mostly on enhancing and developing solution offerings. Leveraging capabilities within AGI and pulling them together into comprehensive stand-alone global business units. With that process largely complete, we are now gaining momentum and making positive contributions to our financial results. The feed business has a large pipeline with numerous opportunities in advanced quoting stages. The food platform is benefiting from concentrated efforts to develop new customer relationships and diversify across global end markets. And finally, the digital business, which has primarily been a North America offering is now being taken to new regions around the world, most notably into Brazil. Overall, these 3 strategies implemented just a few years ago have generated favorable financial and strategic results for AGI. These strategies are collectively driving the above-market growth we are delivering in the Commercial segment. As conditions in the farm market eventually stabilize, our strategy provides upside potential to our results, which fundamentally did not exist just a few years ago. A few further comments on the other 2 core elements of our corporate strategy, operational excellence and balance sheet discipline. Our operational excellence program continues to progress and is designed to optimize the business and deliver margin-enhancing efficiencies. Two significant facility consolidations within North America are nearing completion, enabling us to streamline production and remove costs, helping to create a more agile manufacturing network that can quickly and efficiently respond to market shifts and customer needs. In addition, towards the end of 2025, we also divested one of our smaller non-core Canadian facilities to a new owner, further streamlining our footprint within North America. Building on these consolidations, we've advanced several initiatives to optimize manufacturing throughput and streamline our supply chain. Our teams have implemented process improvements across key sites, rationalized product lines and enhanced logistics coordination. These efforts are already delivering benefits in cost structure and working capital efficiency and set the stage for improved profitability as volatile market conditions stabilize and demand rebounds in the North America farm market. Finally, our ERP implementation remains a cornerstone of our overall transformation. This enterprise-wide initiative is now progressing through a series of deployment phases. Once fully implemented, our new ERP platform will unify our systems, accelerate quoting and engineering workflows, and unlock significant efficiencies across finance, operations and supply chain, among other areas, which all ultimately serve to enhance the customer experience. This expanded organizational capability will deliver cost savings in addition to the potential for additional revenue through a more effective and integrated information system. While we are encouraged by the progress we've made in managing what is in our control by streamlining costs and finding more efficient ways to operate the business, as we look towards 2026, we expect to take additional steps to improve our operating efficiency across North America. These actions are designed to both optimize our operating cost structure while enhancing the customer experience. The measure of success of these actions will be to strengthen our North America operating margins across 2026. Finally, an update on our balance sheet discipline strategy. We continue to make meaningful progress on working capital, advancing the deployment of upgraded and consistent processes, tools and capabilities to each of our facilities and improving overall working capital visibility and control across the organization. In September, we launched a new commercial investment fund in Brazil, complementing the existing farm structure. This innovative investment vehicle allows us to bring differentiated offerings to the market, while monetizing AGI's long-term financing receivables tied to large commercial projects. With the fund now in place, future cycles of project financing and receivables monetization will be more streamlined, creating structural competitive advantages for our Brazil business. The first monetization of financing receivables occurred shortly after Q3. We expect additional inflows in early 2026, providing both liquidity and support for debt reduction. Finally, through a partnership with a leading Canadian financing institution, we have initiated a payables optimization program aimed at improving terms and increasing our average length of payables with certain high-volume suppliers. This will help maximize cash flow and incrementally further reduce overall working capital. Moving on to our order book. Our current order book remains healthy, supported by momentum in the Commercial segment. At the end of the quarter, our order book stood at approximately $667 million, up slightly year-over-year. Consistent with the first half of the year, the order book is heavily weighted towards commercial, given ongoing industry-wide challenges in the Farm Ag equipment segment. With over 90% of the order book allocated to Commercial, our order book is more impacted by the timing of successfully winning large commercial projects. The overall composition of our order book reflects a strategic shift towards higher-value projects with longer execution time lines. This approach enhances revenue visibility, strengthens customer relationships, while partially mitigating the impact from the slow Farm segment activity. A few comments on tariffs and recent developments. Tariff dynamics remain fluid and our internal teams are actively monitoring developments across key markets. New regulations and increased tariff rates were introduced in the third quarter. Our teams continue to explore available avenues to mitigate the effect of tariffs, including modifying and redesigning our supply chain. Overall, our agile organization, global sourcing strategies and flexible supply chain enable us to manage these uncertainties effectively, minimizing disruption and margin impacts. We will continue to closely monitor the situation for new developments. Progressing through the fourth quarter, activity and quoting pipeline across our international commercial segment remained steady. However, soft sentiment across the North American agriculture sector, particularly in our Canadian farm business continues to weigh on our overall performance with unclear timing for our meaningful for market recovery. The near-term focus for our North America farm business is order intake and a successful execution of our early order program. In addition, business activity in India and North America Commercial historically strong market for AGI began to slow through the end of the year with expectations to remain subdued into early 2026. Despite these headwinds, the strength of our order book within certain areas of the Commercial segment highlight the resiliency of our diversified business model, helping to partially offset the challenges across certain markets. Overall, Q4 expectations are for lower adjusted EBITDA sequentially and versus prior year, largely from challenging market conditions, negative mix and notably higher SG&A costs from a comparatively lower prior year. We remain excited about the potential of the company with the compounding impact of our strategy, delivering international commercial momentum combined with an eventual rebound in the North America Ag Equipment segment. I'll now turn the call over to Jim. James Rudyk: Thank you, Paul, and good morning, everyone. Today, I'll touch on a few areas that includes an overview of our third quarter results, an update on key balance sheet metrics, some comments on cash flow and a quick recap of our capital allocation priorities. Total revenue for Q3 was $389 million, up 9% year-over-year while adjusted EBITDA reached $71 million, an increase of 4%. Adjusted EBITDA margin came in at 18.2%, down about 100 basis points from last year, primarily reflecting the mix shift toward commercial projects. Our Commercial segment continues to deliver strong year-over-year revenue growth. This performance reflects our execution of large-scale projects across multiple international markets. Brazil remains a standout contributor. Customer demand for comprehensive solutions is high, and our team is actively advancing several major projects secured in both 2024 and 2025. Thanks to our product transfer program, technical support from strategic third-party partners and customized financing options, we are able to maintain a high pace of activity. Elsewhere, our EMEA region continues to make meaningful contributions driven by the execution of several major projects in the Middle East and Africa. Strong third quarter revenue growth was coupled with excellent cost control initiatives to enable an outsized capture of incremental adjusted EBITDA contribution from this region. As a result of execution of large-scale projects, increased volume and disciplined cost containment, our Commercial segment's adjusted EBITDA margin expanded to 19.5%, up from 17.9% year-over-year. It's worth clarifying that we did have some commercial revenue, which was anticipated in Q4, moved into Q3 based on project timing and accelerated achievement of certain milestones. Though this doesn't impact our overall outlook for second half revenue growth on a fully consolidated basis, which also includes expectations for a strong Q4 result for our Commercial segment. Turning to our Farm segment, while overall revenue declined this quarter, performance varied across regions. Brazil showed improvement with revenue and order book up quarter-over-quarter, the U.S. saw only a slight revenue decline and early signs of order book stabilization and Canada softened after a strong 2024, with conditions now broadly in line with the U.S. Low commodity prices continued to pressure farmer income and while dealer inventory for portable equipment declined through Q3, it's still above historic levels. As a result, our Farm segment adjusted EBITDA margin remains compressed due to lower volumes and an unfavorable product mix. We recently launched our annual early order program for portable grain handling equipment, a category hit hard by current market conditions. Adjustments have been made to better align with today's environment, but early feedback suggests purchasing trends may mirror last year's weak performance. While the program offers insight into sentiment, it's too early to call a trough in the overall market. Conditions remain challenging, and we're focused on cost control and preparing for a recovery. The simple reality is that industry conditions within our farm market have not changed. Crop prices are still low, dealer inventories are still high, and tariffs and subsidy support remain uncertain. We expect the near-term uncertainty in the North American farm market to persist into early 2026. One final comment on some of the details of our adjusted EBITDA in the quarter, it's worth calling out the transactional transitional and other line item in our adjusted EBITDA reconciliation. We have diligently worked to reduce this figure, as we have now progressed through several onetime expenses and projects related to streamlining the business. As a percentage of total adjusted EBITDA, this line item is largely immaterial this quarter. While certain transient projects and onetime expenses can come up on occasion, we believe we are now in a place where this line item should be smaller and less variable than prior quarters, enhancing our overall earnings quality. Moving on to our balance sheet and cash flow. Our net debt leverage ratio held steady at 3.9x on a quarter-over-quarter basis. This was primarily due to the sizable, but temporary working capital investments required to support large-scale projects, particularly in Brazil. Importantly, operating cash flow in the quarter remained strong, demonstrating the underlying strength of our business, though free cash flow was impacted by the requirement for some additional project financing in Brazil. We anticipate this cash flow dynamic will shift in the coming months and quarters as the previously announced investment fund setup in Brazil steadily monetizes these long-term receivables. This increases our cash flow, while decreasing our overall working capital investment. The process of monetizing these receivables through the investment fund has already started with AGI collecting some initial inflows in Q4. As we proceed into 2026, further monetization actions are expected. Strategically, with the investment fund in place, further projects and related transactions will be able to more rapidly move through our balance sheet and produce cash inflows, a unique advantage for AGI in the Brazilian market. And finally, a few comments about our capital spending plans for 2025. We remain on pace for total CapEx of approximately $30 million for the full year 2025 with about $21 million incurred through the third quarter. The expenses for our ERP implementation are not included in these figures. We're continuing to evaluate larger, more strategic capital investment opportunities and are advancing planning efforts in parallel. In closing, I would like to reiterate the importance of AGI delivering a solid Q3 amid varied market conditions. This is a tangible signal that our strategic initiatives are working and delivering real value to the business. Thank you for your continued support, and we look forward to updating you on our progress in the quarters ahead. Now back over to you, operator, to open up the call for questions. Operator: [Operator Instructions] The first question today comes from Gary Ho with Desjardins. Gary Ho: Just maybe just start off with respect to the reporting delay. There's a lot of accounting and legal jargon in the release. So maybe just can you walk us through kind of what the weakness in internal controls were related to? Was that uncertainty with revenue recognition, segregation of duties, maybe just high level, like what did the accountants get comfort with? And I'm assuming that's all been resolved and working through the remediation, we shouldn't experience any delays looking out. James Rudyk: Gary, thanks for the question. Yes, and so we did -- a lot of business opportunities in Brazil happened throughout the year, large projects, complex projects, new stuff to us. And we felt it necessary to do a deeper dive in our operations in Brazil. And really, it was great to do, make sure that we establish the right foundation and structure because these opportunities are quite large, and we expect them to continue for quite some time. So we took the time, and you could probably appreciate new businesses, new things going on and studied how we were doing anything. And the areas of focus that came out of it centered around a few areas related to things that you probably expect, segregation of duties. So in new businesses, typically, you have fewer people involved running with them and doing things. And so we have an opportunity to have more people involved, spread that responsibilities around, improve our segregation of duties. From a technical accounting perspective, these deals are and the legal agreements are quite complex. And so there's an opportunity there. I mean, we rely on third parties, but there's an opportunity there to enhance our specific accounting knowledge in these complicated areas and help with training people, providing more information for people and having more people internally be involved in the process. And then the last thing, too, that we've -- we're establishing is really just extra review processes and making sure that all the right sets of eyes are involved, scrub it and make sure that everyone is comfortable going forward. I think this is something that happens inevitably whenever a business gets involved in a new area, and so fortunately, we were able to do all the work and it's quite exhaustive work and come out of it with a very good remediation plan. Paul Householder: Yes. And maybe, Gary, just building on that to the second half of your question, building on Jim's comments, yes, that remediation plan, which is outlined in the MD&A, we've obviously internally built that out into a pretty comprehensive plan that our teams are focused on executing and implementing. And then the whole intention there, obviously, Gary, is to better position us to handle these projects in the future and avoid any type of delays in the future, again, to the second half of your question. Gary Ho: Great. Okay. And then my second question, just on the -- maybe for Jim, just on the long-term receivables that moved up $127 million in Q2, $169 million in Q3, I know you talked a little bit about the Brazil financing vehicle. Maybe just walk us through how quickly you can monetize these receivables and bring cash in and deleverage throughout 2026. James Rudyk: Yes. So we talked -- we did an announcement a little while ago about we put the fund in place. The fund is quite sizable and allows us to fund. It's now increased actually, but we announced a $1.2 billion [indiscernible] of availability. That structure is put in place. It's a unique solution. So part of the challenges of taking some time is this isn't an off-the-shelf solution. We've been working with our partners to get that put in place properly. It's in place. We have the investors lined up, the money is committed. And so now it's a matter of administratively for each of our deals, making sure all the steps are followed. And so that's what's taking a bit of time. That the administrative process for some of these tasks in Brazil is onerous and so we expect to have those completed through the early part of 2026. And no risk on the funding, no risk on things being done. It's really more procedural administrative. You've got a lot of -- from a legal perspective, part of the great feature of what we put in place is that we have lower cost of funding. And the reason for that is because we've got -- we're not just selling receivables, there's still collateral involved, and that collateral needs to be registered and that requirement is just administratively takes a bit longer in Brazil. Gary Ho: Okay. Maybe just a finer point. As we end next year, how -- like from now until end of '26, how much would do you think you can monetize through that or a range? James Rudyk: Well, it depends on the opportunities that we continue to take on. So we expect of the current opportunities that we have, we would monetize a good percentage of it. So we've talked about in the past, monetizing 60% to 80% of the amount of the sales at a minimum. And so we expect to continue to -- that would be our expectation of the percentage. We do keep some of the financing ourselves, but our intention, the way we're setting this up, Gary, is to make sure that all of our costs are funded through this monetization vehicle so that effectively, we're not dipping into our working capital or to our own cash to fund these deals or the cost of these deals. Operator: The next question comes from Steve Hansen with Raymond James. Steven Hansen: Yes. Look, real mixed emotions over this filing delay and the outcome, frankly. I mean, I don't know. I don't think anything about it was normal, really from an external standpoint. I think it's best to be said. I can appreciate the need for all the deep dives that sends the reason, but the delay was nothing normal course. But maybe just a question about it all. Were you surprised by the outcome at all? And why does it take so long ultimately is the question. And again, the complexity I can understand, but the timing and the delay, I don't think I really understand. So just, maybe when you got into this -- was it a surprise to you that it would take so long to go through all this review with the auditors? Or maybe just give us a sense for how the outcome reflected your initial expectations. Paul Householder: Yes. Thanks, Steve. Appreciate the question. And certainly appreciate the sentiment as well, one shared by us. As Jim commented, the activity that we undertook in Brazil was quite complex. It was -- the complexity was related to both the projects as well as the fund that was set up that Jim just outlined. As we started to understand that it was going to take more time to complete the audit and complete the internal reviews compounded by some concerns and questions that were raised internally. Steve, the focus quickly went to making sure that we got this right. So we were patient. We worked through it diligently. We wanted to make sure that we got it right. We wanted to make sure that we flushed out all of the opportunities for improvement so that we were better set up to handle this type of activity in the future. Net-net, it did take a while. That was certainly unfortunate. It was compounded a bit by some of the holiday seasons that we ran into. But to get to your question on the outcome, as Jim outlined and as written in the MD&A, some very valuable opportunities for us to enhance the structure of our finance and accounting procedures related to these, which again, as we implement those changes will better position us in the future. Steven Hansen: Okay. Appreciate that. Just turning back to the fundamentals then for a minute. Can you maybe just describe where you think we're at on the inventory side for portable in North America? I know you described it as above average, but it has been coming down, I think, by most accounts. The question is, when do we start to get to sort of that -- sort of basement level or normalization level where we can start to move off the floor because it's all -- integrates back into your own production profile, of course. Where do you think we're at? Are we 10% above average, 50% above average? Just give us a sense for that. And then how you think the front half of the selling season is going to play out here? And can we get back into sort of a higher operating rate in the back half? Paul Householder: Yes. Terrific question, Steve. And obviously, our portable product line fundamental to our farm business, very important across North America, as well certain pockets internationally. As you rightfully point out and as we've been commenting on the past, one of the headwinds that we have had with our portable equipment is a high level of inventory that's been maintained at our dealers that inventory levels really spiked at the tail end of 2024. The teams have really done a nice job partnering with our dealers across North America to implement various incentives to work that dealer inventory down. I would say, Steve, across the first half of 2025, those inventory levels were a bit slow to move that certainly accelerated across the second half of the year, we end 2025 in a much better inventory position than we started. As you noted, it's still above historical levels, but we're getting much closer. There's not a holistic answer to that question. And what I mean by that, Steve, is in the U.S., our inventory levels are actually in a bit of a better position. That's likely because the challenges that we saw in the market started first in the U.S. And so that cycle is just a little bit more progressed and you see that in our portable inventory levels being in a little bit of a better shape. We're confident that we're going to see the same result up in Canada, certainly across the first half of 2026. Jim did comment that our early order program continues to progress. At this point in time, we see it slightly ahead of where we were last year. And again, that's predominantly on the strength in the U.S. and that improved dealer inventory levels. Operator: The next question comes from Andrew Wong with RBC Capital Markets. Andrew Wong: So maybe let's just start with -- in the Commercial segment. The large-scale projects in Brazil. They've been a big success in terms of driving revenue. And they account for a lot of that year-over-year revenue growth in 2025. So maybe just 2 questions. One is, how long do you anticipate these projects run for? And is there enough momentum to kind of sustain that, that level of revenue or even grow that level of revenue in the coming years? Or should we expect maybe some more variability in the contribution year-to-year, just given how large these projects are? And then secondly, could other competitors also implement a similar receivables monetization type of solution like you have? Paul Householder: Andrew, terrific question. Thanks for that. We are encouraged. We are excited about these large-scale projects that we've done. The team has done an excellent job. Really building very valuable customer relationships in this area that position us very well to look at future projects. Our pipeline here is attractive. It is -- the opportunities do exist going forward. We'll continue evaluating those opportunities, looking to make the best decisions to deliver value to the company. So the opportunities do exist. We enter 2026 with some projects still in our order book that we will execute across 2026. So those will contribute to our 2026 results. In addition to that, there are opportunities for us to sign new deals within the year that could also further contribute. But again, we'll look to evaluate each of those on a case-by-case basis. You do, Andrew, raised a very valid point in terms of the variability because these are large projects, right? The signing of them comes in chunks. So if and as you sign one or two projects in a certain quarter, you see the impact initially in the order book and then translates later into our revenue. So you are right, this does create a bit of a lumpiness and variability in our order book. Obviously, the revenue recognition and the percentage of completion helps steady that out a bit from a financial results standpoint. Your final point there, Andrew, from a competition element, I mean, it's certainly possible for competitors to implement similar programs as we have. That being said, it's a heavy lift, and we would say that we have a significant head start that would form a level of differentiation for some time yet before any competitor is in a position to mirror what we've been able to put in place, both from a financial structure standpoint as well as partnership execution capabilities in other areas. Andrew Wong: Okay. Great. And then maybe just on other parts of the Commercial segment. It sounds -- obviously, Brazil has been strong, but it sounds like there maybe was some headwinds or a little bit of slowdown in India and North America. Can you just maybe comment on that and provide a little bit more details? And then just looking at the order book, it's up about 1% in Q3, is that a reasonable growth expectation for 2026? Like I'm just trying to help -- maybe just help us frame like how to think about Commercial in 2026, just given how much of a big revenue driver it was in 2025. Paul Householder: Yes. terrific, Andrew. All good points there, all good questions. Let me take them individually. We'll start out in India. We really like our India business, our India position that's been focused traditionally on rice milling for the past 4, 5 years, really up to 2025, we experienced tremendous growth, very strong market conditions. We have seen those market conditions shift across 2025, particularly in the second half of the year, we expect those market conditions to remain soft entering 2026. Andrew, at a very high level, it's a similar dynamic as we're seeing in North America, but at a different magnitude, obviously, not at the same magnitude. But basically, it's supply demand. The supply of rice is quite high. The demand is lower. That puts pressure on pricing, it puts pressure on the overall supply chain and ultimately leads to a softening of demand and we expect it to take a couple of quarters for that to work through. So that's our position on India, specifically on the rice milling. Fortunately, we've been very successful in product transfers. In our grain handling and storage area, the bins, the material handling, that gives us another avenue to explore market growth, which we expect can partially offset some of that headwind in India. To your next part of your question, North America Commercial, yes, we have seen some softening of that market activity really coming on here in just the latter part of 2025, we expect that softening conditions to continue in 2026, would suggest that this is consistent with some of the difficult farm ag market conditions that we have been experiencing over the past 18 to 24 months now translating a bit over to the Commercial segment impacting investment decisions. So the same kind of dynamics, lower commodity prices, trade uncertainty, volatility in tariffs likely impacting investment decisions around the commercial business in North America. Another dynamic is we have seen that investment by a large grain trader shipped from North America into -- out to the international and into emerging markets, where they see a lot of growth potential. Fortunately, our business positions in these markets enable us to capitalize on that. Finally, the order book, yes, we're pleased with where the order book is right now. We still have Q4 to work through, Andrew, before we have visibility into 2026. As we've commented, we remain cautious on the outlook for 2026. We are now saying that the trough in North America was not 2025. We expect those trough conditions to persist into 2026. We also anticipate, because our order book is weighted so heavily to commercial, that the timing of signing large commercial projects will impact our order book. If we don't sign a large project in 1 quarter and then we do a next, obviously, you'll get swings in the order book. So we're looking forward to 2026, the challenges of 2026. We do anticipate that the challenging market conditions will persist. Operator: The next question comes from Michael Tupholme with TD Cowen. Michael Tupholme: Just regarding the filing delay and the review that was completed by the Audit Committee, I guess I'm just wondering if you can talk a little bit about whether or not this was -- I mean, it seems clearly like it was focused on Brazil, but was there any consideration given to possibly needing to look at any other areas? And then as it relates to the remediation plan, can you sort of lay out a bit of a road map as to how that's going to unfold and at what point you would expect for all of the measures to be implemented? Paul Householder: Yes. Thanks, Michael. But 2 good questions there. And again, I think we've been -- we've covered a good bit of this in our MD&A. But just a further, yes, the focus of the audit was specifically on Brazil. We did not have any reasons nor do we have any concerns to look into any of our other regions. So yes, just to be clear on that, the focus of it was specifically on Brazil. In terms of the remediation plan that is outlined in the MD&A, obviously, we have built that out into further details here internally. We are signing accountabilities on the specific actions, we're putting a project plan in place that has specific timing around it. This is obviously a top priority for us and we will work through it diligently. Our plan is to get this implemented as quickly as possible. We don't yet have a specific timing in which all of these items will be completed. It will probably vary. Some of the things will get done and put in order pretty quickly. Others when you talk about training, knowledge transfer and learning across the organization, that could take a little bit more time. But nonetheless, this is a top priority for us, and we'll get it done quite quickly. Michael Tupholme: Okay. That's helpful. And good to understand. Regarding the commentary you provided around the fourth quarter specifically, you're talking about a sequential decline in adjusted EBITDA. I'm wondering if you can provide any more detail on that outlook, particularly given the fact that we're in early January here? And also maybe to what extent this is reflected in sort of dynamics in Farm versus Commercial? I mean, I think we -- it's clear that commercials were even seen most of the strength and farm more challenged. But any kind of commentary at the segmented level? And then I'm also curious about the SG&A cost that you're suggesting are going to be higher in the fourth quarter. Is that specifically related to some of this review process? Or is there something else going on? And will these remain elevated? Or is this more of a Q4 specific dynamic that ceases to be sort of higher cost when you get beyond Q4? Paul Householder: Yes. It's terrific, Michael. I'll address the first half of your question, and then I'm going to turn it over to Jim on the SG&A side. But you're absolutely right. We do expect Q4, as we commented on, to be down sequentially and down versus prior year. A good portion of this is market related and some of the challenges that we're seeing both in North America, specifically Canada Farm and a bit North America Commercial as well as in India. Those are 2 business drivers -- market drivers that are a headwind to our Q4 results and are impacting EBITDA consistent with what we've outlined in our prepared remarks. SG&A Is also a variable when you look to prior year, and I'll let Jim comment on that. James Rudyk: Yes. So Michael, SG&A is more of a Q4 dynamic. Last year, as we entered Q4 and then got caught a bit off guard with the lower-than-expected U.S. farm or farm results. That required us to do an adjustment to our bonuses primarily across the company. That adjustment was done in Q4 last year. So SG&A last year was slightly lower. This year, we've been on top of the bonus recordings and expectations throughout the year. So you don't have that adjustment as you did in Q4. So really just a onetime dynamic for Q4. Paul Householder: Yes. So just to pick up on, Michael, we wouldn't expect this to be something that continues going forward. SG&A remains a focus for us. We understand the importance of ensuring that our cost structures align with our market and revenue reality. Operator: The next question comes from Tim Monachello with ATB Capital Markets. Tim Monachello: Most of my questions have been answered. But could you just remind us, I guess, how much was monetized under the [indiscernible] structure in Q4? James Rudyk: Well, so we did monetize some in Q4, a smaller amount. So we'll get into those details as we report our Q4 results. So that's good. So the first -- one of the first deals went through the fund. So the fund structure works. We know how that all flows through. And now we're focused on monetizing the other ones as quickly as possible, which will be done in early 2026. Tim Monachello: Okay. And then in terms of some of the efficiency initiatives that you're implementing in 2026, so I'm wondering if you could provide a little bit more detail on the facility closures and facility consolidations that are ongoing and the impact that you see to margins due to these initiatives and potentially any operational impacts that you see? Paul Householder: Yes. Tim, thanks. Terrific questions. I mean, obviously, as we've noted, the accounting ag equipment market dynamics have continued in North America across 2025. This does give us an opportunity to continue to review what I'll call our integrated supply chain to ensure that we've got the right and the optimized cost structure. And when I say integrated supply chain, you can think of manufacturing in the middle, but obviously, our suppliers, as well as our inventory, working capital, all of those things fall within that integrated supply chain review. So there is opportunity given the softness for us to optimize our cost structure, make sure that we do are running an efficient operations. We actually kicked off this initiative just at the onset of Q4, we expect actions to take place across Q4 as well as Q1, which should put us in a better position to run a more efficient operations across 2026. As we've noted, the measure of our progress in this area will be gross margins. When you look at our gross margins across our farm business, they are depressed in 2025. A number of factors are contributing to that. We obviously had tariffs as a headwind. We had a bit of mix within our farm business as a headwind. And then the third one is the point that you brought out, just the opportunity to improve the efficiency of our operations. So we expect to get that in a pretty good shape at the tail end of Q1, which then should be something that is a bit favorable from a margin standpoint in the second half of 2026. Tim Monachello: Can you say any specifics around which facilities are being consolidated? And any commentary around maybe proceeds from the facility divestiture received in Q4? Paul Householder: Yes. Yes, for sure, Tim. So we had 2 facility consolidations that we initiated throughout 2025. One of those was a facility in North America that we commented on really at the tail end of 2024, as we consolidated our bin manufacturing to our facility in Canada. The second one that we implemented more towards the middle of 2025 was the smaller operations in Canada that we also consolidated within one of our other Canada manufacturing facility. So I'll note both the consolidations increased our activity within Canada, but ultimately improved our manufacturing footprint. In terms of the small facility non-core that we moved to a new owner, that was -- that did not have any significant impact. I would categorize that, Tim, as less than $10 million. Tim Monachello: Okay. And do you expect any onetime costs or increase in transaction, transition and other costs in Q4, Q1 related to some of the initiatives that are being implemented today? James Rudyk: Yes, there will be some additional costs, some legal costs that will run through there, not significant. Not anywhere near the magnitude of what you've seen in the past. A lot of our -- as we commented in the script, a lot of those large unusual items that have happened in the past are behind us. And so going forward, you'll only have a smaller amount of costs that we'll identify out for you to be able to do what you want with in terms of how you view them. But they'll be related to nonoperational, just more restructuring type costs or unusual legal costs. So we did have this work done in Q4. So we'd expect to see a small amount going through there in Q4. Tim Monachello: Okay. And then I just want to talk a little bit about, I guess, signals that you're seeing on the demand side in North American farm. You've talked about sort of historical cadence of demand and sort of the troughs and how long they last. And it would suggest -- or seem that you're probably reaching a sort of new record time line for a dearth of portable demand. And -- while you see inventories declining at the dealer, do you have any commentary or feedback from your dealers related to, I guess, demand that they're seeing coming in their doors? Like is that changing at all? Is it weakening or strengthening in any way? James Rudyk: Yes. Thanks, Tim. Obviously, the North America farm market is one that we're paying extremely close attention to. We're looking at various macro level indicators that could go -- provide us insights into where we are in this cycle as well, Tim, as you've noted, specific feedback from our dealers and insights on market activity. As we sum all of those insights up, it does lead us to the conclusion, consistent with what some of the other players in the market have articulated that 2025 is not expected to be the trough, likely more 2026 is the trough. That's not significantly different from the look back at historical ag market cycles that we've commented previously, where peak to peak can be in a 6-year time frame. So if you put that into context, '26, as a trough is not unreasonable. Getting to the second half of your question, what are we hearing from dealers? What are we hearing about their inventory levels? As we've commented on from the portable equipment, inventory levels are certainly coming down. That is encouraging. We are in a much better place in aggregate than we were entering 2025. That is also encouraging, a little bit more strength in the U.S. than in Canada, likely from a timing standpoint. So our dealers -- I would say, have remained cautious. I think that's probably the best description. Our dealers remain cautious heading into 2026, as do we recognize the importance of that relationship with dealers. We're partnering with them. We're very close to them on navigating this market cycle. And we'll continue to work forward or work with them going forward. Operator: The next question comes from Maxim Sytchev with National Bank Financial. Maxim Sytchev: Maybe the first question for you, if I may. Just circling back to accounts receivables. And maybe qualifying -- sort of like, should we be concerned around the aging of these receivables, sort of -- I mean, that's the first part of the question. And the second part, when you use the fund to monetize what you already have, so can you just utilize these 4 new projects? Or can you use that sort of like in the bucket of overall projects as those are cycling through the percentage of completion dynamic? So can you provide a bit more color there. And I mean, I guess, ultimately, it's also sort of linking to how should we be thinking about the free cash flow generation on a prospective basis. James Rudyk: So okay. So the first part of your question, Max, in terms of concerns on the aging. So our receivables, overall, generally, the aging has not deteriorated. It remains consistent across our company. We've got extremely, extremely low write-offs historically in terms of concerns with customers not paying. So the aging is not a concern. However, for these new deals, and as you get through and go through the financial statements, you'll see commentary. Terms offered for some of these deals are typically 5 years, a large one, though is at 15 years. And so that's -- offering that length of financing is why what's exciting about this fund that we've created helps us with. And so we can monetize and reduce our risk of all those finance -- the length of that financing time and by having these investors provide us with the cash upfront. In your question in terms of -- your second part was about which -- what can I use the fund for? These are, I mean, it's not just for any type of receivables. It's for certain these larger projects -- certain types of customers where the investors like the profile, they like the dynamics of it. They like the areas of the industry that they're focused on. And we have a governance structure set up, whereby there's an approval required at the fund level to determine on which projects will get funded. That said, how we set it up was based on the projects that we have in our pipeline and the customers and what we see coming down the pipe. So we expect to be able to fully utilize the entire amount of that fund over the coming year. Maxim Sytchev: Okay. And I guess, do you mind maybe commenting about the inflection dynamic around free cash flow, how we should be thinking about this? Paul Householder: Yes. So the timing it's the free cash flow for this year. If you look at the LTM in our MD&A, it's a negative, negative $61 million. Initial expectations were for that funding to happen in Q4, which would flip that into a positive that will be stretched out into early part of 2026. And the funding is significant. And when that does happen, we will not be impacted by doing these types of deals from a free cash flow perspective. So said differently, we expect positive free cash flow through in 2026, and we'll be able to continue to take on these larger deals and not have an impact our free cash flow going forward once this fund is up and running and moving very smoothly through the process. Maxim Sytchev: Okay. Understood. And then, Paul, if I may, just 2 quick ones. In terms of -- I mean, obviously, there was speculation that Kepler Weber could be potentially acquired in Brazil? Just I was wondering if you have any initial thoughts on that in terms of the competitive dynamic? And if you can also provide a bit of an update on ERP implementation just in terms of milestones, et cetera? And that's it for me. Paul Householder: Yes. Thanks, Max. We're aware of some of the conversations around Kepler Weber that have surfaced publicly. Obviously, we're not going to speculate on how that could play out. As I've noted in prior commentary, Kepler Weber is a good competitor, long-standing competitor down in Brazil. Traditionally have had the #1 market share. We like the competition. We've learned a lot from Kepler Weber. And we expect, regardless of what transpires down there that they will continue to be a good competitor for us in the market. Regarding ERP, we're now fully in the -- what we would call the deployment phase of ERP. We've completed the global design. We are now deploying it across our facilities. An important milestone. We completed our first deployment at a Canada facility this year. That was a great learning for the team, fantastic participation by that facility. Great work by our ERP implementation team. 2026 will be specifically focused on implementations. Our next one is planned for India, which we are targeting to get done somewhere around the first half of this year. And then after India, expectation is that we will move to North America Farm. We're excited to get into the deployment phase. We're focused on having a very efficient ERP implementation, but also one that we quickly work through so that we can start to realize the benefits that the new ERP system is going to deliver. Operator: The next question comes from Steve Hansen with Raymond James. Steven Hansen: Just one quick follow-up. Just notwithstanding all of the accounting review stuff that we've already talked about. Jim, do you feel like you've got the people and the team in place in Brazil to manage all of these big projects? I'm thinking more on the operational and the engineering side, the upfront side and then even as it dovetails into that into the downstream manufacturing side, like what else you need to do to really capitalize on this opportunity? It sounds like it's not 12 months. It sounds like it's a multiyear. So just trying to understand what else where you need to invest, if at all, to take advantage of the opportunity? Paul Householder: Steve, excellent question, and that is absolutely one of the areas that we're going to look on and address as part of our comprehensive remediation plan. As we've outlined in the MD&A, specific around the training and development of that team as we look at these large complex projects as well as the complexities of the fund transfer that Jim has outlined. We do expect that there could be additional resources that we would look to add to complement the capabilities that we already have in Brazil. As you've noted, Steve, that would be very appropriate given the opportunities that exist in front of us. We want to make sure that we are well set up. We got the capabilities. We've got the knowledge to efficiently handle these. So yes, adding resources, adding capabilities down into Brazil is absolutely something that we're going to take a look at. Operator: The next question comes from Krista Friesen with CIBC. Krista Friesen: I was just wondering if there's any other levers you're able to pull on in 2026, like previously, you've talked about a rebate program to try and help stimulate some demand. I'm just wondering if there's anything else that could be done at this point. Paul Householder: Yes. It's a terrific question, Krista. And just based on your question, as you're referencing levers, I assume that's related to the North America farm market and what we can do to stimulate demand. What I would say is that we're looking across all available levers. So that is a very appropriate question. We have used rebates and we continue to use rebates in very targeted areas, and those rebates are around driving down inventory levels, which certainly helps to stimulate demand. We are also looking at a number of different areas, how we can continue to improve our cost structure for our portable equipment so that we can further improve the competitiveness of our products. We actually launched a number of new products on our portable product line. We introduced those new products, Krista, and some of these large farm shows across 2025. Those new product lines were very well received. We've now introduced those out into the market. That is a significant lever for us to pull to stimulate demand. So our product development, product enhancement initiatives along with cost, along with rebates are all levers that we would look to pull. So it's a spot-on question and the team is doing a lot of great work in that area. Krista Friesen: Okay. Great. And then, maybe just to think about margins on that front. You spoke to a previous question that the length of this downturn maybe isn't too different than previous ones. Using history as a guide, how are you thinking about margins in 2026? Yes, any color there would be great. Paul Householder: Yes, for sure. Krista, we didn't comment on margins. We commented on the opportunity for us to enhance our operational efficiencies in 2026, a measure of which would be improved margins. If you look specifically at North America Farm, our portable team has done an outstanding job in managing the business and maintaining margins. Really, our focus is more on the permanent side as well as complementing into North America commercial. So it's in those areas that we want to make sure that we've got the right cost structure in place. We got the right capabilities built out from a customer service, customer engagement standpoint. And in those areas, we would expect to make improvements in the early part of 2026 that support margins in the second half. Operator: Next question comes from Kyle McPhee with Cormark Securities. Kyle McPhee: I'd like one final clarification on the Brazil accounting issues. The very back of your MD&A does state that the material weakness cannot be considered remediated yet. And you've defined material weakness as leaving potential for finding or incurring reporting misstatements. So is it fair to say that we can't yet rule out the need for a restatement or a change to how you account with the operations in Brazil? Or is that risk fully gone? James Rudyk: Well, the work has stopped in terms of the review, and there was no restatement. So, I mean, that's stayed in the MD&A. In terms of the timing of getting everything remediated, as Paul talked to earlier in his response, some of these things and activity just take time. And that's -- it's really just that simple. It's just a number of initiatives being done to put in place, and there's no expectation of any issues of no material adjustments, as you noted. And so it's really just a few of the activities will take some time to put in place. Kyle McPhee: Okay. And then the last one, just can you provide any color on the terms you expect as you monetize these long-term accounts receivable related to Brazil, like pennies on the dollars you're expecting to get, notably given we now see these are 5- to 10-year receivables, and you do have that first little case study looks like you monetized $8 million in Q4. So any color there, if you can. James Rudyk: So when you say the terms, what do you mean the terms? The amount? Kyle McPhee: You're presumably not selling the receivables at full face value. So I mean anything you can tell us from what you learned about the first $8 million at the very least? And how much of a discount? James Rudyk: So well, so the rate that we're being charged for the monetization is similar to the rates that we're using to discount what we record. One of the unique features about this whole monetization is the way we set it up. The collateral that's provided, the percentage of receivable that we're monetizing is very different than your traditional factoring of receivable approach. So the cost to us is significantly lower and fully reflected in our financials. Paul Householder: Thanks for the question, Kyle. And we really appreciate all the questions and participation that we've had in the call this morning. We look forward to further discussions on the quarter over the next week. So thanks, everybody, for dialing into the call this morning. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Good morning, and welcome to the Acuity Brands, Inc. Fiscal 2026 First Quarter Earnings Call. At this time, all participants are in a listen-only mode. After the speakers' presentation, the company will conduct a question and answer session. Please be advised that today's conference is being recorded. I would now like to hand the conference over to Charlotte McLaughlin, Vice President of Investor Relations. Charlotte, please go ahead. Charlotte McLaughlin: Good morning, and welcome to the Acuity Brands, Inc. Fiscal 2026 First Quarter Earnings Call. On the call with me this morning are Neil Ashe, our Chairman, President, and Chief Executive Officer, and Karen Holcom, our Senior Vice President and Chief Financial Officer. Today's call will include updates on our strategic progress and on our fiscal 2026 first quarter performance. There will be an opportunity for Q&A at the end of this call. As a reminder, some of our comments today may be forward-looking statements. We intend these forward-looking statements to be covered by the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, as detailed on slide two of the accompanying presentation. Reconciliations of certain non-GAAP financial metrics with their corresponding GAAP measures are available in our 2026 first quarter earnings release and supplemental presentation, both of which are available on our Investor Relations website, www.investors.acuityinc.com. Thank you for your interest in Acuity Brands, Inc. I will now turn the call over to Neil Ashe. Neil Ashe: Thank you, Charlotte, and thank you all for joining us today. We delivered strong performance in our 2026. We grew net sales, expanded our adjusted operating profit and adjusted operating profit margin, and increased our adjusted diluted earnings per share. We generated strong cash flow and allocated capital effectively. Acuity Brands Lighting performed well in a tepid lighting market. This is the result of the cumulative effect of our strategy to increase product vitality, elevate service levels, use technology to improve and differentiate both our products and how we operate the business, and to drive productivity. Our product vitality efforts continue to deliver value for our customers and for us. This quarter, we launched our new EAX area luminaire product family by Lithonia, an outdoor luminaire that can be used in any environment, from walkways to large parking spaces. EAX is available in our design select portfolio and has over 60 configurable options, including an option to embed RN-like controls. This makes it easier for our agents to choose the right option for our customers and ensures flexibility for multiple types of projects. ABL is winning in new markets through the combination of our luminaires and electronics. Interestingly, our Nightingale brand won several 2025 Nightingale Awards by Healthcare Design Magazine because of our patient-centric approach to product design. Our Nightingale solutions are engineered with the entire patient journey in mind, creating an environment that supports medical teams while ensuring patient and visitor comfort. For example, the Attend sconce and the Asure Nightlight deliver functional low-level illumination that supports patient sleep while enabling caregivers to perform essential duties. In the Refuel segment, we continued to expand and upgrade our lighting solutions. We initially entered the market with the development of our canopy lighting products. In this quarter, we began delivering a comprehensive offering by incorporating AIS products, including our Atrius software and Distech controls, into the refuel solution. By addressing the canopy lights outside, to refrigeration controls in the back of the convenience store, and everything in between, we are creating value throughout the location. The industry continues to recognize the strength of our products. This quarter, several products in our portfolio were awarded Grand Prix de Design Awards and Lit Lighting Design Awards. Two products recognized by both include the Cyclone Lupa, a contemporary outdoor luminaire that focuses on pedestrian safety and security in public spaces like campuses, parks, and city streets. The Eureka segment, a slim minimalist linear LED pendant light designed for a variety of indoor commercial and hospitality environments. Now switching to Acuity Intelligence Spaces, which continues to deliver strong performance. Through Atrius, Distech, and QSC, we have unique and disruptive technologies that are driving productivity for people experiencing spaces and for the people who are providing those spaces. Spaces that range from amusement parks to theaters, university campuses to healthcare facilities, sports stadiums to your office. Atrius and Distech control the management of the space, and QSC manages the experiences in the space. Over time, we will use data from both to enhance productivity outcomes through data interoperability. Taken together, this is how we can make spaces autonomous. This quarter, we began to change customer outcomes by combining our Distech Resets Move, our Q SYS platform. RESETsmove is a multisensor device that uses thermal, light, sound, air quality, temperature, and humidity sensors with AI at the edge, helping users understand how their space is being used. Data collected by the resets move drives changes in the room, including the ability to adjust the screens, cameras, and microphones from our Q SYS platform. Q SYS Reflect is then able to monitor outcomes and performances of the devices within the room. We are then able to further layer lighting controls and shade controls into the solution for an autonomous room experience. We demonstrated this solution to a large multinational technology company in our experience center, and they chose to implement it throughout their headquarters. AIS is also being recognized for the strength of their product portfolios. During the quarter, Atrius Facilities was named a winner in the smart buildings category of the 2025 Facilities Net Vision Awards. Our Q SYS full stack AV platform, the National Systems Contractors Association's Excellence in Product Innovation Award in the category of best centralized AV platform for command and control. And our Q SYS Core 24F processor was recognized with a ProAV Best in Market 2025 award. Before I turn the call over to Karen, I want to reiterate that both ABL and AIS are performing well in a challenging market. In Acuity Brands Lighting, we continue to experience a tepid lighting market. The market appears to be waiting for clarity around interest rates, inflation, and policy. In Acuity Intelligent Spaces, Atrius, Distech, and QSC are working well together, both from a customer perspective and an operational perspective. Our AIS business is strategically differentiated and positioned for value creation. We continue to control what we can control, and we are confident in the long-term performance of both the lighting and spaces businesses. Now I'll turn the call over to Karen who will update you on our first quarter performance. Karen Holcom: Thank you, Neil, and good morning, everyone. We had a strong start to fiscal 2026. We grew net sales, improved adjusted operating profit and adjusted operating profit margin, and increased our adjusted diluted earnings per share. For total Acuity Brands, Inc., we generated net sales of $1.1 billion, which was $192 million or 20% above the prior year. This was driven by growth in both business segments and includes three months of QSC sales. During the quarter, our adjusted operating profit was $196 million, up $38 million or 24% from last year. Adjusted operating profit margin during the quarter expanded to 17.2%, an increase of 50 basis points from the prior year. Our adjusted diluted earnings per share was $4.69, which was an increase of $0.72 or 18% over the prior year. ABL delivered sales of $895 million, an increase of $9 million or 1% versus the prior year, primarily as a result of growth in the independent sales network. As we mentioned last quarter, the independent sales network benefited from an elevated backlog that resulted from orders that were accelerated in advance of price increases in 2025. The higher backlog favorably impacted the fourth quarter of last year and the first quarter of this year. Adjusted operating profit increased $6 million to $160 million. This improvement was driven by our efforts to lower operating expenses. We delivered an adjusted operating profit margin of 17.9%, which was up 60 basis points compared to the prior year. Now moving to Acuity Intelligent Spaces. Sales for the first quarter were $257 million, an increase of $184 million with the inclusion of three months of QSC. Both Atrius and Distech combined and QSC grew in the mid-teens this quarter. Our AIS business also benefited from an elevated backlog that resulted from orders that were accelerated in advance of price increases in the back half of fiscal 2025. The higher backlog favorably impacted the fourth quarter of last year and the first quarter of this year. Adjusted operating profit in Intelligent Spaces was $57 million, with an adjusted operating profit margin of 22%, which was up 100 basis points compared to the prior year. Now turning to our cash flow performance. In the first three months of fiscal 2026, we generated $141 million of cash flow from operations, which was $9 million higher than the same period in fiscal 2025, primarily due to higher profitability. During the quarter, we allocated $28 million to repurchase over 77,000 shares at an average price of around $357. We additionally repaid another $100 million of our term loan during the quarter and have now repaid half of the $600 million of debt used to finance the QSC acquisition. In summary, we started the year with strong performance. We grew net sales, improved margins, and increased adjusted diluted earnings per share. We generated strong cash flow from operations and allocated capital effectively. Thank you for joining us today. I will now pass you over to the operator to take your questions. Thank you. Operator: Our first question comes from Christopher Snyder with Morgan Stanley. Your line is now open. Christopher Snyder: Thank you. I wanted to ask on gross margin. Typically, every year, I think gross margin peaks in Q3 and then down in Q4 and again sequentially into Q1 on the volume declines. The last couple, those step downs have been more significant, I guess, on a six-month basis than typical, which I assume is the result of tariffs coming in and pressuring that margin rate. But I guess, as we look forward and it seems like that's now in the base, do you think the business is, you know, positioned to kind of deliver typical gross margin seasonality, including the step up into the back half of the year? Any color on that would be helpful. Thank you. Neil Ashe: Yeah. Good morning, Chris. I'll start, and then Karen please fill in. So first of all, I think you're really referring to ABL when you talk about that kind of gross margin profile. There is so much noise, I think, in the last call it, nine months, and that'll work its way through the system over the next several. So I think a couple things are going on. First of all, obviously, the tariffs, as you mentioned, those have been inconsistent. So I think the headline is they all happened on April 2, but that's not really what's happened. So there's been a series of different the two thirty-two tariffs to steal, those sorts of things. Have come in and out at different times. So we have then reacted to that by driving and accelerating productivity efforts, number one. And then number two, taking price strategically in different parts of the portfolio. That's the bay that's what you see kind of cascading through the income statement today. As we look forward, and I say this, you know, not on a quarter basis, but on a longer-term basis, we're confident in our ability to continue to drive the margins at ABL. So, you know, as we've said, we're targeting 50 to 100 basis points of operating profit margin improvement per year. We're kind of right in that range now. It just so happened this quarter that was the benefit benefited more from OpEx than we did from gross profit margin. But we feel really good about where we're going. It doesn't mean that everything's gonna go up every quarter, but we feel good about where we are. Christopher Snyder: Thank you. I appreciate that. And then maybe just to follow-up on some of the ABL commentary. You know, I think, typically, we would see a pretty material step down in ABL SDNA from Q4 to Q1, you know, as the volumes drop. You know, I know the OpEx there did come down, but it was pretty muted. Step down Q4 to Q1. Was that a function of some of these productivity investments you just referenced? Or are there other things that are kind of going on on that, the OpEx line, line within SD and A? Thank you. Karen Holcom: Yeah. I think, Chris, overall, when we look at OpEx and you see what ABL did in the third quarter of last year, we started to take costs out. So when you look at the fourth quarter and the third quarter, that really is reflective a lot of those realigning the work and taking some of costs out of the business. So that's probably why it was a little bit more muted as we had already taken a good chunk of those costs out. But overall, you know, we were focused on driving that operating profit margin improvement year over year, and they improved by 60 basis points despite the decline in gross profit that we talked about. So we feel really good about their performance this quarter. Christopher Snyder: Thank you. I appreciate that. Operator: Our next question comes from Tim Wojs with Baird. Your line is now open. Timothy Wojs: Maybe just my first question, Neil. You know, you talked about some if you want to call them, sell deployments between ABL and AIS. And both the fueling market and in some office markets. As you're, you know, kind of going through, you know, those types of, you know, those types of sales and those types of, you know, RFPs and things, are there any sort of gaps in terms of the product portfolio that you're kind of finding that you need? Or do you feel like, you know, the products that you have in both of those spaces is kind of, you know, good for what you're trying to do in those verticals? Neil Ashe: Yeah. Great question, Tim. And let me start philosophically first, which is that it's our view, it's my view that cross-sell opportunities should be driven by customer. So, if the customer realizes the benefit that we're providing across an entire solution, then that will get pulled through the channel as opposed to us, you know, trying to push it. So that's our philosophy. So by as a result, when we start to talk about these things, it'll be because customers have pulled them through, not because we're aggressively pushing them. Net net, it might take a little bit longer, but we'll have a much more durable relationship with those customers. We chose to highlight the two, the two that we highlighted. So first, within AIS, the cross-sell opportunity between the Distech portfolio and the CUSYS portfolio, because it really was the first coming together of the basically inside the space and the management of the space. So that for the benefit of, for the benefit of autonomous room experience. So, there are things we can add to that experience for sure, but they're not required to provide the solution that we provided. I think the refuel is even at least as interesting in that that now spans the entire company. So, obviously, the refuel effort was one that was started in the lighting business. But quickly you realize that the two most important things for the convenience store are to get people into the store, and then from a management perspective inside the store to manage the refrigeration inside the store. So this tech can provide that, I am super pleased by how our teams have worked together to provide those solutions. So we there are other things in the, in that store, for example, that we don't provide, like digital signage, but, basically, they're coming together. Timothy Wojs: Organic and inorganic opportunities to add to the portfolio of AIS over the, you know, the next, you know, two years or so. So, we're pretty enthusiastic about what those opportunities are. Okay. Okay. Super. Thank you. And then I guess just a modeling question. Karen, I guess, in both of the segments, talked about kind of executing on an elevated backlog over the last two quarters. I guess, is the insinuation that, that is kind of behind you and maybe there's a little bit of slower over the next couple of quarters as you kind of the market the company kind of grows closer to the market versus the market plus backlog? Karen Holcom: Yes, Tim, I think that's right. Historically, seasonality is going to be a little bit skewed as we look ahead to Q2 based on those accelerated orders and coming into the first quarter with a little bit of a higher backlog. So as we said in the prepared remarks, both ABL and AIS were favorably impacted from that higher backlog. And so the first half, I would say, is going to be more representative of normal seasonality, but Q2 could be down a little bit more than normal. Timothy Wojs: Okay. Okay. Sounds good. Thank you, guys. Operator: Our next question comes from Christopher Glynn with Oppenheimer. Your line is now open. Christopher Glynn: Just wanted to talk about some of the divergence with ISN and DSN. They kind of diverged a little more than normal in the quarter. I know you called out the backlog strength really impacting the ISN space. But, maybe some other factors beyond that. It was pretty wide divergence. Neil Ashe: Yeah, Chris. I think that that's a good call out, and thanks for the opportunity to talk about them. When I look at the business, I tend to combine them. So if you look at them on a combined basis, that basically exactly where we expect it to be. Accounts move between the two of them, so that's a little bit of the noise that exists there. But, if you take them together, we're kind of exactly where we expected to be. Christopher Glynn: Okay. I'll think about that and follow-up later. But appreciate that. And then, you know, a lot of talk about the gas station under Canopy. Being in-store opportunity there today and combining Q SYS. You also acknowledged some things you don't have, like the signage. And you know, there's a player there that's pretty established with that broad channel strategy. So is it interesting you called out, you know, some of the differentiating factors and some of the lack. Where are you in terms of, you know, meeting your penetration goals there? Is this, you know, a bit of a dog site, or are you availing some clear runway? Neil Ashe: I would say that we're really pleased with our entrance into the market. And taking a step back, this is what I wanted our company to demonstrate. Demonstrate to itself first and to everyone else second is that we can identify an organic opportunity that has some size, and we can develop product portfolio, the go-to-market strategy, and the entrepreneurial spirit to go attack a new vertical like that. So, by all metrics, we're succeeding in that effort. So, we're not the only player in that market, and that market is a comparatively small part of our company. It's decidedly not our whole company. So, but this is a muscle that we want to build so that we can apply it here where we're doing really, really well. And in other areas like healthcare where we're doing well, like sport lighting where we're starting to come in, and others as we go along. So I think the real read here is our ability to attack an area that was not initially in our purview or not historically in our purview and to build both the business model, the product portfolio, the go-to-market that's necessary to be successful there. And that's kind of what's happening. Christopher Glynn: Great color. Thanks, Neil. Neil Ashe: Thanks, Chris. Operator: Our next question comes from Michael Francis with William Blair. Your line is now open. Michael Francis: Hey. Hi, everyone. This is Mike on for Ryan. Wanted to start with just a cleanup. I saw there wasn't the guidance in the PowerPoint. Is there anything that's changed in the outlook? Karen Holcom: Yeah. In the Michael, in the presentation that Charlotte will post after the call, you will see just the same slide with the sales and EPS guidance that we provided in the fourth quarter. So no, nothing changed there. Michael Francis: Okay. Understood. And then one of the talk about gross margins on the AI side. 60% be considered a ceiling, and you think there's more you could do there? Neil Ashe: I think we're good, Mike. We're I think we feel good about 60%. So as we continue to grow, we will focus on two things. One is that the level of margin in that business demonstrates the strategic value of the controls that we provide. So, that's a recognition, I think, of the strategic importance of the business there. As we add products to that portfolio, we may choose to add some additional business models that maybe are slightly lower margin, which will balance it out a little bit. But net net, we feel really good about kind of where that is. Michael Francis: Okay. And then wanted to hear seems like end markets haven't changed at all. Wanted to hear if anything has changed in the quoting environment with that backlog or that backdrop, and any color from the channel would be helpful. Neil Ashe: Yeah. On first, on the lighting side, I would say that as we've said for, what, the last Karen three quarters, it's kind of a tepid lighting environment. We would like the lighting market to be a little bit stronger. All indications we have are that we are at least holding, if not accelerating, our position in the market. So it is where it is. And as I'll point out, I like to point out, you can't build a space or touch a space without touching the lighting. So kind of lighting is all spaces at this point, and we are obviously the best performing player in those spaces. So, yeah, would we like the lighting market to be a little bit stronger? We would. And at some point, it will, and we'll benefit from that. On the AIS side, we've got, you know, disruptive businesses there that are effectively growing through market environments because of their ability to take share from others. So they continue to perform, despite the environment. And it doesn't mean they're gonna be up as much as they are this quarter, every quarter, but we feel good about kind of the trajectory that we're on in AIS. Michael Francis: Thank you. Pass it on. Operator: Our next question comes from Jeffrey Sprague with Vertical Research. Your line is now open. Jeffrey Sprague: Hello. Good morning, everyone. Hope everyone's feeling well. You know, I wanted to get your thought on tariffs. We have the Supreme Court ruling coming up on Friday. Who knows what we get? But, if tariffs would somehow ruled illegal, you know, do you think you'd have to roll back price as tariffs came back? How do you think the channel would respond to that? Or is there, you know, a possibility to sort of pocket some spread there if we have a dramatic change in tariff regime? Neil Ashe: Yeah. Good question, Jeff. So let's take a step back, and I'll tell you what our working hypothesis is and then what I think the practical implications of that are. Our working hypothesis is that things will stay mostly the same. So, however it plays out, I'm not a legal expert, so I can't predict what the ruling will be or how they will rule. But it just feels like if there were a completely adverse ruling that there would be some counterbalance that would keep things roughly the same. The administration would have an alternative or that would be written in some way that things are mostly the same. But let's go down the path of their rules they are disavowed in some way, and then we're there. The question then becomes, okay. So we as the practical matter, we sell our product to a distributor. The distributor sells that product to the contractor. The contractor effectively sells that to the owner of the project. That is that's not the sales process, but that is the flow of revenue. So, if we were to somehow kind of realize the benefit from a tariff, like, you know, refund, who would we give it to? So as you push that down the slide, then the distributor we would have to assume that if we did the distributor would give it to the contractor and that the contractor would give it to the building owner. I just don't think that seems reasonable. So now if you look forward, then our second the second half of our expectation is that there would be a new market that everyone was adapting to, and we would need to adapt to that market from that point forward, just like everybody else was. And we feel good about the dexterity we've demonstrated in our ability to respond to that versus the rest of the industry. Jeffrey Sprague: Mhmm. Yeah. No. Could be quite interesting if that happens. And then just the sort of a quick one back on sort of the backlog normalization. Obviously, a big backlog business in the grand scheme of things. But our backlog is sort of in a normal spot now relative to what your top line guide is? Are we below normal around kind of tepid outlook that you're talking about? Neil Ashe: Yeah. I think we're Jeff now, like, you and I have been having this conversation for now five years. And when I five years ago, I wasn't, you know, what was normal was not normal. And then we've changed through that. I would say that we the industry and we got accustomed to higher backlog levels through the post-COVID period, through kind of tariffs, price increases, and whatnot. So we're now at backlog levels which are more consistent with what they were before all of those things happened, and therefore, our order rate is more consistent with our quarterly performance. And that's what Karen was indicating. So there's still some noise from the price markets in the third quarter and the fourth quarter, which affected this. Is why she said we probably will see more seasonality in the second quarter, especially in the lighting business than we have historically. We're comfortable operating in both environments. But we would like the lighting market to be a little bit stronger. Jeffrey Sprague: Yeah. Understood. No. Thanks for all that color. Thank you. Operator: And I'm showing no further questions in queue at this time. I'd like to turn the call back to Neil Ashe for any closing remarks. Neil Ashe: So I think we had a really good first quarter. So both of our businesses continue to perform. ABL is clearly the best performing lighting business in the world. We've demonstrated through our growth algorithm that we can separate ourselves from the market. And we feel good about kind of the long-term opportunity there to a, continue to grow and, b, continue to improve margins. With AIS at both Atrius, Distech, and QSC, we have disruptive technologies which are taking share in their marketplaces. Over the long term, we have great organic and inorganic opportunities there. So, we are excited about those. So, thank you for spending time with us this morning, and we'll look forward to talking to you again in another quarter. Operator: This concludes today's conference call. Thank you for participating. You may now disconnect.
Ken Murphy: Good morning, everyone, and a very happy New Year. Thank you for joining us today for our quarter 3 and Christmas trading update. As usual, I'm here in Welwyn with Imran, and I'll start with a brief overview of our performance before opening the line for your questions. We are delighted with the way the customers have responded to our continued investments in value, quality and service. Group like-for-like sales grew by 2.9% over the 19 weeks, including 3.7% growth in the U.K. Customer satisfaction improved, and our U.K. market share is at its highest level in more than a decade, following 32 consecutive periods of gains. We set ourselves a challenging plan for Christmas, and we delivered in line with that plan. With over 2 billion products going through our tills and more than GBP 6 billion of sales in the 4 weeks to Christmas Eve, our teams right across the group worked hard to deliver the outstanding service that customers have come to expect from Tesco. I would like to start the call today by saying a huge thank you to them for delivering a Christmas we can all be proud of. Our performance builds on last year's successful results and reflects the strength of our core food offer. In a highly competitive market and with customers looking to make their money go further, we saw particularly strong growth in fresh food with like-for-like sales up 6.6% in the U.K. Running alongside familiar festive favorites, we launched 340 new and improved own brand Christmas products, including 180 in Finest. We recognize that for many families, the cost of Christmas can be a stretch. We did everything possible to make sure our customers got the best value from us. Starting with our fresh Christmas dinner for a family of 6 for under GBP 10, and just GBP 1.59 per person, it was even better value than last year. More broadly, our rate of inflation eased through the Christmas period and continues to be materially behind the market. We also invested in making the Christmas shop even easier for customers, including hiring over 28,000 additional colleagues. And with support from AI-powered scheduling tools, we offered more than 100,000 extra online delivery slots in the week before Christmas. Through better forecasting and planning, AI also helped us to deliver best-in-class availability and to optimize deliveries across our network. Customers continue to embrace Finest with sales growth of 13% in the U.K., including a 22% increase in our Finest party food range. Highlights included Christmas center pieces such as our Finest Turkey Crowns and Chef's Collection Beef Wellington as well as our curated Finest gifting range and a long list of award-winning products. We sold around 21 million Finest pigs in blankets, along with 2.5 million bottles of Finest Prosecco. We also saw strong demand for low alcohol options, including selling almost 0.25 million bottles of Nozeco. While Turkey retained its popularity, some customers opted for other meats this Christmas with sales of beef joints up 29%, making it the most popular alternative. Online remains our fastest-growing channel with growth of 11% across the 19 weeks. It was our biggest online Christmas, including our 2 busiest days ever. In the week leading up to Christmas, we delivered on average 2 orders every second. Whoosh also performed strongly with sales up 47% and more than 0.25 million customers trying it for the first time. Both in-store and online, customers benefited from additional value through Clubcard. Alongside thousands of Clubcard prices per week across a broad range of family favorites, we offered customers more personalized rewards, including gamified experiences with Clubcard challenges. Our retail media offering continues to engage customers and brands, including the return of sponsored Christmas Gratis now in their third year. The Tesco Media team continued to make great progress, and we were delighted to be named Media Brand of the Year at the Media Week Awards. In Ireland, we built on last year's strong performance and are now in our fourth year of market share gains with fresh food continuing to lead the way. With 5 openings in the period, including 2 large stores, we now have 190 stores in Ireland. We continue to roll out Whoosh, which is now available in Dublin, Galway and Cork. Booker performed well despite challenging market conditions, with increased customer satisfaction scores in both core catering and retail. Our wine and spirits specialist, Venus, continued to win new business. And in our symbol brands, Premier opened its 5,000th store. In Central Europe, our targeted price investments contributed to growth in both food and nonfood across the period despite a backdrop of subdued consumer confidence and increased competition. Value continues to be a key priority as customers seek to make their money go further, and we're determined to do everything we can to help. Earlier this week, we launched a new commitment to Everyday Low Prices on over 3,000 branded products, alongside our existing Aldi Price Match on more than 650 lines and thousands of Clubcard prices. Our strong performance this Christmas gives us the confidence that group adjusted operating profit will now be at the upper end of the GBP 2.9 billion to GBP 3.1 billion guidance range that we issued in October. We continue to expect free cash flow within our medium-term guidance range of GBP 1.4 billion to GBP 1.8 billion. So as we move to your questions, I just want to say another big thank you to all our colleagues for everything they did to help our customers to have a brilliant Christmas. Thank you all for listening, and I'll now hand back to Sergei. Operator: [Operator Instructions] Our first question is from Rob Joyce from BNP Paribas. Robert Joyce: So the first one, Ken, you referenced the easing food inflation over Christmas. Was that the entire driver of the slowdown versus 3Q? Are we seeing any sort of broader volume slowdown in the market? And do you think the overall market stepped down over Christmas? That would be the first one. And then the second one is probably a bigger question, but clearly guiding to a broadly flat EBIT this year after strong top line performance. What do you think needs to change for you or the market for you to be able to return to profit growth? Ken Murphy: Thanks, Rob. Happy New Year. Two great questions. Look, I think definitely, the very strong trading plan we put together contributed to the drop in the kind of overall market growth. And therefore, the easing of inflation was a material factor. There was also a step down in volume, even though we outperformed the market in terms of our volume growth, and we're really pleased with that consequentially. So I would say that our performance was pitched exactly right. It was an aggressive trading plan, but it was complemented with a fantastic product innovation pipeline and really consistent execution, both online and in stores. So for us, it's been a really pleasing performance. In terms of -- you're right, the guidance is broadly flat year-on-year. I think that's an exceptional performance if you think about where we started this year and some of the competitive activity that we responded to. What I'm really pleased about is how decisively we acted and how we got on the front foot and delivered very strong market share performance consistently across the year. And what's particularly pleasing, Rob, is that we didn't stop investing in the future. So we've been making substantial investments in our store estate, substantial investments in automation to keep our savings programs going, and even more importantly, making substantial innovation, investments in technology for the future. And so we've got a very clear strategy. We believe in the long-term possibilities for this business, and we're quite confident for the future. Imran Nawaz: And maybe if I could just add maybe 2 bullets from my end as well, Rob. Two things on the ability to upgrade the outcome for this year and continue to invest to continue the momentum and continue to protect the position of strength that we have, I think, is not a bad place to be. The second thing to your sort of longer-term question, it's important to go back to the performance framework that we did set out almost 5 years, and we really stick to, which is we are very clear that we want to continue to drive up customer perception, to drive up market share, which in turn drives up profit and drives up cash. And I think you've seen us do that year in, year out. I think this year was an exceptional year with an exceptional reaction to a competitor, but I think we stuck to our guns. We invested into the proposition. We invested into price and truthfully, being able to upgrade is a nice feeling, because it demonstrated that everything we've done really worked out well. Robert Joyce: And just a quick follow-up on that inflation point. Do you think -- is the inflation then more -- the slowdown more driven by your own investment in price relative to your sort of input costs? Or are you seeing input costs falling more broadly? And does the kind of -- I'm just looking at next year and thinking people have got -- markets got Estimates U.K. growing above 3%. Does that look a bit ambitious given the Christmas exit rate? Imran Nawaz: Look, let me take first the Christmas specific question. Look, Kantar calls around an inflation of around 4% or so, slightly north of 4% over the Christmas period. As Ken just said, we made conscious choices to invest. There's no other time when you've got so many customers in your stores and you build momentum. And if you look at our market share gains, our volume market share gains were even stronger than our value market share gains over 12-year records. And I think you get -- that pays back as you then go into Jan, Feb, March and April into the next year. So I'd say to you, it was a conscious decision to invest into value, which we saw pay off in the market share. Then in terms of next year's outlook, you know as well as I do that inflation is a driver of commodities as much as it is of stickier costs on payroll. All of those things are still to be worked out, and we'll see where we land when we talk to you in April. Operator: Our next question comes from Xavier Le Mené from Bank of America. Xavier Le Mené: A quick one actually on the market share. As you said, you've got the strongest market share ever for the last 10 years. But where potentially do you see your peers? Do you still think that you've got opportunity to grow your market share? Or are you more in a position to defend what you've got right now? Ken Murphy: So Xavier, we are always thinking offensively rather than defensively. That's our mindset. And we see it less about the market share per se and more about are we doing the right things for all our stakeholders and particularly our customers. So are we getting our value right? Are we getting the quality of the proposition right from a product point of view? Are we getting our execution right? And are we innovating and thinking about the future in ways that customers' trends and needs are adapting. And that's really where we focus all our energy. And then we look to market share as a measure of how successfully are we executing against that strategy. So we don't see any limits in terms of where we can take market share, but it is not a given. It's something that we have to work very hard to achieve. Xavier Le Mené: Right. And just one follow-up on actually Rob's question. Sequentially, you said you've seen a bit of a slowdown. It sounds like it's also market driven, but do you expect the slowdown to continue heading to '26, or do you think that potentially it's more a question of consumer confidence and hopefully, U.K. consumers getting a bit better going forward? Imran Nawaz: Look, I mean, I think when I look at consumer confidence this year, I would say it's mixed. But it's been mixed throughout the entire year, right? What you saw was people that are -- there's a cohort of groups that are, frankly, in a good place and feeling comfortable with their savings and their spending, and there's a group of people looking for value. I feel we saw that reflected. When you look at Finest's performance, in a way it's a reflection of the fact that people looking for value and quality at the same time were able to hit that. So I think our Everyday Low Price campaign that we're launching, again, hits the bull's eye on that. I think addressing all of those opportunities for those customers looking for value is the right way to go forward. Fair to say that as you -- the question behind the question is, was the market overall a bit softer over Christmas? I'd say yes, on a volume basis. The reality, though, also is because we really outperformed every single month over the last 19 weeks on a volume share basis, we were not really affected by that. And I think one proof point for me is the way we exited the year was very clean on stock. Then how it plays out next year, we'll obviously talk to you again in April. But look, one of the things that we do feel good about in this business is, and I think we've demonstrated that over the last 5 years is, we are very good at adapting ourselves to whatever the environment throws at us. And it's one of the reasons why we've put value at front and center of everything we're doing. Operator: We'll now take our next question from Manjari Dhar from RBC. Manjari Dhar: Just 2 questions from me, please. My first question is on supplier-funded promotions. We've seen them picking up over recent months. Just wondering how much higher could this go? And if it does continue to drift higher, does that change your approach for the Tesco business, maybe for your private label business? And then my second question is on the digital data opportunity. I guess how much further is there to go with Clubcard personalization and AI? And what sort of things should we be expecting this year? Ken Murphy: Thanks, Manjari. So I would start off by saying that kind of supplier-funded promotional penetration or participation is actually only returning to what it was pre-COVID. So it's not like it's wildly out of kilter with historical norms. That's the first thing to say. The second thing is that actually, as you saw from our announcement this week, we have reinvested a lot of promotional funding back into everyday low pricing through the extension of our low-price campaign from 1,000 to 3,000 lines. And that really is based on an insight from customers that say they need reliable low pricing during these months where money is tight and they're watching every penny. And so that is the first signal, by the way, that we are kind of -- we are responding to customers' needs in the moment. So I'm kind of relaxed about that, if you like. I think it's a normal... Imran Nawaz: And maybe to give you a number on that, just to give you a sense to underpin Ken's point, last year's promo percentage was around 33%, and this year was 34% over that 19-week period, which gives you a sense. There was a slight creep up, but not massive. Ken Murphy: Yes. It was artificially depressed during COVID, Manjari. So it was very hard to compare apples with apples. If I go to your second question, which is a very exciting question. It's a question we're really excited about. We don't see any limits to the opportunity around data and particularly the opportunity to serve customers better through data, getting to understand their needs better, responding much more dynamically, using AI to help us be there for customers whenever they need us. And we're investing behind that, and we'll continue to do so. And I think it will be something that you'll see continuous improvement from us over the next number of years. I think there's infinite possibilities. Manjari Dhar: Great. Maybe just a quick follow-up. Should we be expecting investment levels behind that overall group CapEx to slightly step up now as a result? Ken Murphy: Well, we've always been quite clear about our kind of breakdown of CapEx being kind of a 3-part logic, which is part 1 is where we're investing in our core estate renewal and the shopping experience. Part 2 is where we're investing in automation to support our Save to Invest programs, and Phase 3, which is all about innovation, technology investment for optimizing our proposition. And probably the greatest -- we've seen step-up investments across the board actually in all 3 areas. And that's been what's been behind our progressive increase in capital. And actually, as we've gone, we've kept a very close eye on return on capital employed, and that has also been improving over time. So we're very disciplined in how we spend our money. Imran Nawaz: Yes. And also what's really nice is, in the base, we've also reflected already increases year-on-year into our tech organization, because we know that this is an area of opportunity for both on the growth side, but also on the efficiency and savings side. Operator: We'll now move to our next question from Sreedhar Mahamkali from UBS. Sreedhar Mahamkali: Maybe 3 for me, if you don't mind. First one, in terms of improving price position versus the market statement and the comment in the statement, can you talk to us if it's been the case versus all operators as you see it, especially given one of your big competitors reset and continuing investment? That's the first one. Secondly, just trying to understand the new or renewed push on everyday low prices. A couple of questions there. Is this reallocating the promotional funding more to be fully behind Everyday Low Prices versus Clubcard Prices? How do you see the offer to the consumer changing in the round as a result of what you've been executing really well on Clubcard Prices already? And second one, sticking with Everyday Low Prices, is this first signal to us that 2026 is likely to be as big a year of investment as it was in 2025? Is that how we should read this? Ken Murphy: Okay. Thank you very much, Sreedhar. I think I'd start off by saying that our price position has strengthened over the year versus the market generally. And that I think more importantly, the sophistication of our pricing investment has improved through the technology investments we've made such that we focus on the lines that matter most to customers. So we're investing in value, but we're investing wisely and quite judiciously. And I think that is what has helped us to outperform the market. On your point around Everyday Low Pricing, I think that was a response to customer insight, which said they wanted more reliable pricing on everyday essentials in these key periods in January, February. And so we made a long-term commitment to, as you say, invest principally promotional funding back into Everyday Low Pricing. And you shouldn't read it as any more than us responding to a customer insight to give customers the best possible value in these early months of the year. And I don't think it's a signal of anything other than our intent to stay on the front foot from a value for money point of view in 2026. Imran Nawaz: Yes. I think one aspect, Sreedhar, that's important is we already have Everyday Low Prices on 1,000 SKUs. And what we're doing is because it worked so well, we're giving it more visibility, more color, and it's been expanded to 3,000 of people's favorite brands in the country. So from that level, it's also a confirmation of something working really well that we want to double down on -- or triple down on, I should say. Sreedhar Mahamkali: And in the round, I guess what I'm trying to understand is Clubcard Prices have been incredibly successful for you. Is this a recognition, to Ken's point, I guess, some of that needs to be more upfront shelf prices rather than Clubcard Prices. Is that how I should see it? Imran Nawaz: I mean, I think it's a continuous conversation depending on what customers are looking for, but I'd be very comfortable to say to you that as opposed to having only exclusive deals on Clubcard prices, we want to have more, as Ken said, more longer-term price fixes as we've been doing on Low Everyday Prices now rebranded. Operator: We'll now move to our next question from Clive Black from Shore Capital Markets. Clive Black: Also, very happy New Year. Very well done, by the way. Not an easy thing to deliver. The question I have is really around volume. First of all, why do you think volume in the Christmas period was a bit slower than you and maybe the industry expected? And in particular, do you think there are features around alcohol consumption and maybe diet suppressant drugs that are starting to kick in more noticeably in that respect? And then in terms of that volume, is that a key factor why you expect working capital -- or sorry, your free cash generation to come in with the existing guidance, which might mean that working capital is a bit of a flatter benefit year-on-year? Would that make sense? Ken Murphy: Clive, Happy New Year to you too, and thank you for your comments. I'll speak to the volume comment, and then I'll pass over to Imran maybe to talk about working capital. So I'd start off by saying that what was particularly pleasing about our performance is we outperformed the market on volume. I think it's fair to say that the market overall was a little bit softer on volume, but our outperformance was particularly important. And within that, I was particularly pleased with our fresh food performance. So speaking to your point about is there a little bit less alcohol consumption, is there an impact? I think there's a general impact from people wanting to eat and live more healthily. And for sure, within that, GLP-1 will be having an impact. But our fresh food sales at plus 0.6% were particularly strong. So my feeling is that whatever way this trend evolves, we're really well set up to take advantage of it. And we've been investing very heavily in our fresh food proposition over the last couple of years, and it has been the principal driver of our business, which we feel really pleased about. There's no doubt, as you saw from some of the stats that I shared on the call earlier that you are seeing a significant rise in low and no alcohol sales, but we respond to that as well. We have the products and the range to address it. And within our food range, we have a high number of high-protein products that are really well-suited to anybody looking to pursue that kind of diet. So we feel really well set for whatever trends are coming our way. But for sure, trends are emerging and we are keeping a very close eye on them. Clive Black: Sorry Ken. Just in that respect, Ken, are you therefore seeing -- sorry, are you seeing notable step back, therefore, in areas that are more exposed to change in ambient carbohydrates and the like? Ken Murphy: No, not really. I mean, we shifted an extraordinary amount of chocolate tubs over the Christmas period. So I think -- and I was a material contributor to that personally. So no -- the short answer is no, it's been really strong. Clive Black: Sorry, Imran? Imran Nawaz: Yes. No, absolutely. Just on your second question, I mean, just to reiterate what Ken just said, I mean, we -- and how it impacts cash, I mean, obviously, we were less affected by the market slowdown because if I look at Q3 and the Christmas period, we were growing volume every single month and outperforming on market share every single month. So that gives you a sense of it not being a real driver on working capital, because ultimately, volumes are positive. And more pleasingly, I could say that we're exiting very, very cleanly. Actually, I was very happy about that. I mean, we set up a very ambitious Christmas, and we delivered in line with that. And when you exit cleanly, it just helps you get momentum also into January, which is nice. In terms of cash flow, look, we had a very, very strong first half, over GBP 1.6 billion. As you know, typically, our cash flow is skewed towards the first half. And in the second half, you've got the payments out the door from all the supply you bring in for Christmas. So that phasing will play itself out as per normal. And as you know, our guidance on cash is that consistent range we've been giving, GBP 1.4 billion to GBP 1.8 billion. I know we've delivered always to the upside on that one. And so it's never stopped us from doing a good job, and the plan is to continue to do so. But as you also know, the working capital balances at Tesco are enormous. So just to give us a bit of flex in terms of any last-minute payments or receivables or anything like that, it gives us a bit of space to do that. But obviously, cash is important, and the plan is absolutely to continue to deliver within that range. Operator: Our next question is from Monique Pollard from Citi. Monique Pollard: Two from me, if I can. The first one, obviously, good market share gain, U.K. market share gains of 31 bps over Christmas. And from what I understand from the commentary from Imran, the volume market share gains over that period are even stronger than that. What I'd like to understand from customer feedback, the surveys you do, et cetera, are you able to give us some sense of how much of that you think is due to strong price positioning? And you mentioned your price position has strengthened versus the market this year, and you were aggressive in terms of inflation over the Christmas period. So how much of that is price positioning? And how much is things like investment in availability over Christmas, which is probably particularly strong versus particularly some competitors over the period and things like the store estate, staff in stores, et cetera, over that period? And then the second question is just me trying to understand that level of price investment that you've put in, whether some of that was seasonally specific to the Christmas period. As you mentioned, you never get that volume of customers in store and therefore, important to be on the front foot on price, or whether that is sort of something we should expect to be a bit ongoing? Ken Murphy: Right. Monique, so I think the short answer to your first question is that delivering the kind of market share performance we've delivered, not only over Christmas but right across the year, is actually a composite of great value, great quality, great execution. I think you'll have seen amongst some of our competitors that even if you drive a very strong value message, if you don't have the quality and the supply chain precision and the in-store execution to go with it, it's very hard to deliver the performance. So I would say that our market share performance has been a composite performance of everybody in Tesco across all the functions and departments doing their job really well and executing against the plan. So I think that would be the answer to the first question. The second question around price investment is that clearly, Christmas is the FA Cup final for retailers. So we all lean in very heavily to a very strong trade plan over Christmas. And it's also a chance for customers to reappraise your proposition, shop [ B2B ] for the first time and really like and appreciate what they see. So we work very hard from everything from product innovation through to hiring of nearly 30,000 extra people through to the very strong trade plan that we delivered. And that is quite a specific event. It doesn't necessarily mean anything for the rest of the year per se other than the fact that we will continue to invest appropriately. And I think as you saw from our announcement earlier this week, we acted against a specific customer insight for January, February, which said we needed to provide more reliable Everyday Low Pricing on a wider range of products. And so we've traveled our Everyday Low Pricing range to 3,000. And so what you can expect from us is that we will adapt constantly to insights from customers and react, so that we're giving them the best value and that's appropriate for the moment. Imran Nawaz: Another angle, Monique, as well to keep in mind is the perspective on channels. So when you look at where the market share gain came from over the Christmas period, we got it in large stores, which is great, because that's the key estate. But at the same time, that 11% growth we saw in online also led us to continue to gain market share in our online business, which was also great to see. And given the fact that we are over 36% market share in online, that gave us an extra benefit on market share as well. Operator: We'll now take our next question from Matt Clements from Barclays. Matthew Clements: First question was, you often give a very useful insight into the health of the U.K. consumer at your update. I was wondering if you could just talk us through how sentiment and spending evolved through the period, particularly around maybe November with the budget? And how do you think we're set up on consumer health into '26, government policy, et cetera? And then the second question was around Finest, which is compounding exceptional growth now. Any views on Finest into next year? I mean, particularly around the dining-out to dining-in trend? Do you expect that to continue? What's the innovation pipeline like? Anything on that would be helpful. Ken Murphy: Great. Thanks, Matt. So I think the first thing to say on consumer sentiment is that we've definitely seen that consumer sentiment is mixed. I think we have a section of the community that is in pretty good shape from a household budget perspective. And then we have a section of the community that is really struggling to make ends meet. And I think that is playing out overall in terms of how customers are shopping. They're very value conscious. At the same time, though, there is a significant proportion of households that are in decent shape financially, and they are looking for good value for money. And that, I think, is a big factor in what's driving our Finest sales. I think there is that trend towards eating in more and eating well, and that's driving our fresh food sales. And I think the consumer has shown great resilience in a lot of uncertainty. I think the budget is just one factor in a number of factors that's driving uncertainty. But we have seen a pretty resilient consumer in terms of their spending pattern and habits. And we continue to monitor it very closely. But we, to a certain extent, as long as employment remains strong, expect that resilience to continue. And Finest really is a subset of that. I think Finest, for us, is delivering on 2 fronts. It's responding to that trend of wanting to eat restaurant quality food in your home, but it's also responding to the fact that historically, Tesco would have undertraded in that particular meal occasion or mission. And I think what you've seen for us in terms of the amount of product innovation, the bravery to go deeper into distribution, to go into more and more different categories and cuisines has given us the confidence to really fight for fair share in that meal occasion. And so we still believe there's a lot of room for growth in Finest in the coming years. Operator: We'll now take our next question from William Woods from Bernstein. William Woods: Happy New Year. When you look at your success over the last 5 years, you've had great success with things like Aldi Price Match, Clubcard Prices, Finest, et cetera, and your peers have played catch-up. What do you think are the next levers that you can pull over the next 5 years to continue to innovate, continue to lead the market and gain market share? Ken Murphy: Thanks very much, Will. I think first and foremost, we would say that our strategy of focusing on the core basics and executing them brilliantly and consistently remains a fundamental pillar and foundation stone of our strategy going forward. The second thing I would say is that the building out of our proximity to customers in terms of their food needs is equally important. So what we've done in terms of extending our grocery home shopping, slot availability, the work we've done to build Whoosh into a really market-leading from a value point of view quick commerce model. The launch of F&F online are all contributing factors to getting closer to customers and making life more convenient. And then on top of that, we're working very hard to get really close from a data point of view to our customer base. And that is really starting to deliver results for us. And that, I think, is where the greatest opportunity lies is using data and insight to really get closer and closer to customers and anticipate and serve their needs, both digitally and physically. And we see clearly Clubcard at the very heart of that. And we also see dunnhumby as a clear source of competitive advantage to help us deliver that as well. And probably I should finish by saying something that's not necessarily the sexiest thing, but is absolutely critical, which is that we have an incredibly strong Save to Invest program. Imran has led this since he's joined the business. The step-up in our savings has been extraordinary from GBP 300 million a year to nearly over GBP 0.5 billion a year. And that shouldn't be underestimated in what it has allowed us to do in terms of stepping up capital investment, stepping up our investment in value without ever compromising on the customer journey. So they'd be the key pillars of what underpin our future growth opportunity. Operator: Our next question comes from Ben Zoega from Deutsche Bank. Benjamin Yokyong-Zoega: Just a couple of questions, follow-ups from my side. Firstly, on inflation, and secondly, on supply funding. So firstly, you say you've improved your price position against the market. I just wanted to ask, is this broad-based across competitors, or were there particular competitors that you'd call out as closing that gap against? And are there any particular product areas where you focused your price investments such as fresh foods? Secondly, on supplier funding, is it fair to say that the elevated levels of supplier funding in H1 has continued into Q3 and Christmas, particularly as the market turned more promotional? And are you able to comment on the levels of brand support behind the expansion of Everyday Low Prices? Imran Nawaz: Look, I mean, in terms of inflation and strengthening price position, I mean, we take a view, and we obviously have our own pricing strategy, and we have stuck to that since over the last 5 years. And look, we take a broad view that we want to continue to strengthen versus everyone. I mean, ultimately, the ultimate judge of how strong your price really is, is the customer. And the combination of Aldi Price Match, Clubcard Prices and now Low Everyday Prices, in our view, is the right combination, and it's made us stronger and stronger, and it's working well for us. And I would say to you, it's a broad-based strengthening across most of our competitors, which is good to see. Then in terms of promo intensity and supplier funding, look, the truth is, promo funding has gone up a bit. You saw that from the brands wanting to regain volume growth, which is good for us, because it comes under the banner of Tesco and Clubcard Prices. So we like to see that. That's a good thing. You will have noticed that the Low Everyday Prices is -- or Everyday Low Prices is brand oriented, which is good. Brands like to grow, and they can see that they have grown with Tesco online and in-store, and they want to continue to grow, and we have a great partnership with them. As ever, any campaign or events we run, there are always some investments from our side, some investments from the brand side, but you wouldn't expect me to give you some commercial details on the call here in terms of how we execute these. But suffice it to say, they are customer-centric and data-led. And clearly, the idea behind them is to continue to grow and gain share. Operator: And we'll now take our last question today from Karine Elias from Barclays. Karine Elias: Most of them have been answered, but just one final one. In the release, you mentioned, obviously, the competitive environment being as competitive as ever. Just broadly speaking, I think historically, you've called it more rational. Do you feel that that's still the case? Or perhaps there was some intensity going into Christmas? Ken Murphy: So the definition of rational is always a broad one when you're dealing with 10 to 12 different competitors who are all looking to win the basket from you. But I would say that the market intensity in terms of competition, pricing, et cetera, has remained strong since February last year. It didn't really change over Christmas. But I think what, and hopefully, you will have observed is that our response has been really decisive and really quick, and we have maintained that intensity throughout the year. And that's what really helped us underpin the very strong market share performance that you saw over Christmas. Operator: Thank you. That was the last question today. With this, I'd like to hand the call back over to Ken Murphy for closing remarks. Over to you, sir. Ken Murphy: Thank you so much, everyone, who's joined the call, took the time out. I know it's an incredibly busy day with a lot of announcements from various different companies. So we really appreciate you taking the time to join us. Thank you all for the excellent questions. I wish everybody a really happy New Year and a prosperous 2026, and I'm looking forward to seeing you all in April. Thank you. Goodbye.
Operator: We'll now begin the LY Corporation financial results briefing for the second quarter of fiscal year 2025. Thank you very much for joining us today. We will be referring to the financial results presentation available on the LINE and Yahoo! LY Corporation website. During today's session, we kindly ask you to follow along with the material. Joining us today from LY Corporation are Mr. Takeshi Idezawa, President and CEO; Mr. Ryosuke Sakaue, Executive Corporate Officer, CFO; Mr. Yuki Ikehata, Corporate -- Executive Corporate Officer, Corporate Business Domain Lead; Mr. Makoto Hide, Executive Corporate Officer, Commerce Domain lead; Mr. Hiroshi Kataoka, Executive Corporate Officer, Media and Search Domain lead. First, Mr. Idezawa will provide an overview of our financial results for the second quarter of fiscal year 2025. Following his presentation, we will hold a Q&A session. The entire briefing is scheduled to take approximately 1 hour. We will be live and streaming this session. If there is any distortion or inconvenience in the video or audio, please try alternate server link. Takeshi Idezawa: This is Idezawa of LY Corporation. First, before explaining our financial results, I would like to comment on the system failure caused by a ransomware attack that occurred at our group company, ASKUL Corporation on October 19 and the partial leakage of information held by the company. We sincerely apologize for the significant concern and inconvenience caused to our customers who use our services as well as to our business partners. The details regarding the damage potential information leakage and recovery status have already been communicated by ASKUL. The company is continuing to work closely with external experts prioritizing a safe and prompt restoration of systems while investigating the cause and confirming the scope of impact including any personal data. LY Corporation is fully cooperating with all recovery and investigation efforts. As the parent company, we take this matter seriously, and are committed to restoring the situation and preventing recurrence and strengthen the information security framework across the entire group. Now let me explain our second quarter financial results. Please turn to the next page. First, here is an overview of the second quarter results. Consolidated revenue was JPY 505.7 billion, up 9.4% Y-o-Y. Consolidated adjusted EBITDA grew 11.3% Y-o-Y to JPY 125.4 billion showing solid profit growth. Additionally, progress in AI agentization and the expansion of LINE Official Account and Mini apps are progressing smoothly, preparations for the LINE renew are also steadily progressing. Home tab refresh scheduled within the year. We will now proceed with the explanations in the order of the agenda you see here. First, the consolidated company-wide results. Next page, please. These are the results for the second quarter. Although consolidated revenue was slightly behind the guidance due to the decline in search advertising revenue, adjusted EBITDA and EPS are on track with the guidance. Next page, please. These are the consolidated performance trends, driven by the growth of PayPay consolidated and progress in efficiency improvements at LY Corporation, adjusted EBITDA grew 11.3% Y-o-Y, achieving double-digit profit growth. The margin also improved year-on-year. Next page, please. These are factors of change in consolidated adjusted EBITDA. Although expenses increased, revenue growth in the Strategic Business and Commerce Business outpaced the expense increase, resulting in a year-on-year increase of JPY 11.7 billion in adjusted EBITDA. BEENOS and LINE Bank Taiwan have been fully consolidated since the second quarter with the 2 companies contributing JPY 900 million to adjusted EBITDA. Next page, please. This is consolidated total advertising-related revenue. This quarter, commerce advertising achieved double-digit growth driven by increased transaction value and the total ad revenue grew by 2.4%. Next page, please. This is consolidated e-commerce transaction value. Domestic shopping transaction value grew 13.1% year-over-year, supported by last-minute demand ahead of the discontinuation for awarding points for hometown tax donation program. Reuse saw year-on-year growth of 15.7%, driven by Yahoo!'s lead market growth and BEENOS contribution. Next page, please. Regarding the upward revision of the dividend forecast, we conducted share repurchase during the first half of the current fiscal year and the cancellation of these shares was completed on September 3. Consequently, as the number of shares eligible for dividends has decreased, the annual dividend has been revised upward from JPY 7 to JPY 7.3. Next page, please. This is on progress on the LINE app revamp. The renewals of the talk, shopping and wallet tabs have been rolled out in phases since September. Home tab renewal is scheduled to make a test release this year. Next page, please. This is on optimization of management resources. Firstly, on human resources, we are reallocating to growth areas such as AI agents, which will be explained later, Official Accounts and MINI Apps. We will reallocate our human resources so that by FY 2028, 50% will be allocated to growth areas. We will reduce the fixed cost by JPY 15 billion by the end of fiscal year by 2026 and build a leaner financial structure. Next page, please. From here, I will explain the financial results by segment. Next page, please. First, the Media Business. Although both revenue and adjusted EBITDA declined, continuous cost-saving efforts are yielding results, leading to improvement of adjusted EBITDA margin on Q-on-Q basis. This is performance analysis of the Media Business. While search advertising revenue contracted, growth in account advertising drove an increase in total advertising revenue. Next page, please. Account advertising continues to perform strongly in both the number of paid LINE Official Accounts and pay-as-you-go revenue. As this is an area we are strengthening alongside MINI Apps, we will provide a more detailed explanation of future strategies and initiatives later. Next page, please. Next, the performance trends for the Commerce Business. Second quarter revenue reached JPY 216.6 billion, a year-on-year increase of 7.2%. Adjusted EBITDA was JPY 33.3 billion, although profit declined due to increased promotional expenses related to the hometown tax donation program, the decline narrowed compared to the previous quarter. Next page, please. Performance analysis of the Commerce Business. The business as a whole is expanding steadily. In addition to the full consolidation of BEENOS, Yahoo! Shopping and subsidiary growth contributed to increased revenue. Next page, please. performance trends for strategic businesses such as payment and financial services. Revenue continued to be driven by PayPay consolidated, reaching JPY 109.7 billion, a year-on-year increase of 35%. Adjusted EBITDA also continued to grow, reaching JPY 22.9 billion, an year-on-year increase of 52.1% with margin remaining at a high level. Next page, please. Performance analysis of strategic businesses. Payments and financial services are both growing steadily. Furthermore, the full consolidation of LINE Bank Taiwan contributed to increased revenue. PayPay consolidated business overview. Each service is growing smoothly. Our number of payment per user and unit price, those KPIs are progressing smoothly. As a result, consolidated sales has increased Y-o-Y, plus 30.4%. Consolidated EBITDA was more than doubled. So the second quarter showed a significant strong growth. Next, from here, I will explain our key strategy going forward. Next page, please. As our company-wide key strategy, we will advance as 2 wheels that agentization of all services and the enhancement of Official Account and MINI Apps. In agentization for the 100 million users using our services, we will provide services like search, media, finance and commerce more conveniently via AI agents. And for corporate clients such as businesses, companies, stores and brands, we will provide customer contact points and business support function through our function enhances Official Accounts and MINI Apps by improving the value provided to both users and clients and by seamlessly connecting both via AI agents, we will realize new service experiences and expansion of revenue opportunities. Please turn to the next page. First, regarding our initiatives for AI agentization. First, our goal is daily AI agent used by our 100 million users in Japan, aiming for 100 million DAU. Currently, in October, DAU for AI services is 8.6 million, especially AI answers on Yahoo! JAPAN search and LINE AI Talk Suggestions are used frequently and user numbers have begun to expand. Also for AI Talk Suggest, user billing has started and monetization efforts has also begun. Going forward, we will promote AI agentization of each service and aim to expand users. Next page, please. Next, regarding the enhancement of OA, Official Account and MINI Apps. But before talking about the specific initiatives, I'd like to explain the structural transformation of the Media Business. Earlier, I explained the revenue decline in search advertisement in the Media Business, while steadily bolstering the conventional search and display advertising businesses, we will achieve sales and profit growth by further growing OA and MINI Apps where we can provide our original value. Over the next 3 years, we will increase the share of high gross margin OA and MINI Apps to about 40% and aim for an adjusted EBITDA margin of 40% to 45%. First, regarding the performance of OA, Official Accounts in Japan over the last 3 years, our track record, the number of paid OAs improved by a CAGR of 14% and ARPA also improved. And as a result, OA revenue also grew 16% annually on average and sales have grown to the scale of JPY 100 billion in Japan and JPY 140 billion, including global. Please turn to the next page. On top of this OA growth foundation by further building a MINI App platform and adding a SaaS-like store support solutions, will create a multilayered revenue structure and aim to double sales in 3 years. This fiscal year, as I mentioned, doubling the JPY 140 billion to JPY 280 billion. In this fiscal year, we will first focus on expanding MINI Apps based on OA and launching the SaaS business. Important KPIs for the revenue models of each areas are shown in the lower section of this page. MINI Apps are -- our scale expansion is very important for KPIs in the growth phase. In OA SaaS, we set ARPA improvement as KPIs. But we think these KPIs as leading indicators to monitor our business goals. Next page. Let me explain structurally. First, there is an OA, Official Account as a base. Currently, there are 1.3 million active Official Accounts used in Japan, in which number of paid Official Accounts are 310,000. We see the target accounts for future expansion such as businesses, companies, stores and brands at about 5 million. So we can still grow the number of OA accounts, and we will also further increase the ratio of paid accounts. The second layer, MINI Apps to OA using companies and stores, we will propose a customer contact point via MINI Apps, expanding MINI Apps numbers, growing users and creating businesses like payments and ads within them. The third layer is SaaS solutions, developing specialized support for high affinity industries like Store DX or reservations, aiming to raise ARPA. Service launch planned for 2026 first half. And we'll have more new solutions at the right timing when we can introduce them to you, we will. We will provide services more broadly and deeply and provide a deeper solution via SaaS by industry to expand our sales. Finally, regarding the recent growth of MINI Apps, as you can see on the left-hand side graph, number of apps has increased by 1.5x and the number of users has increased by 1.6x, steady growth. And we are strengthening our sales structures. We are enhancing proposal to bigger companies and installation at large enterprises like these are beginning. As you can see, and as a measure to strengthen inflow, we are leveraging LINE touch, which allows users to instantly launch MINI Apps at stores and the LINE apps revamp focusing MINI Apps will also begin. So we will further expand both the number of apps and the users and build a situation where businesses like advertising payments that can be provided. Let's turn to the next page. And finally, a summary of the Q2 financial results. Sales and profit expanded steadily. Our company performance was -- experienced a solid growth. Going forward, centered on AI agentization and Official Accounts and MINI Apps, we will accelerate the growth. We will promote AI agentization across all services, offer AI services to 100 million users and create new value. Also, we will enhance OA and MINI Apps. And while transforming the media portfolio, we will achieve growth and improved profitability. This concludes our Q2 financial results explanation. Thank you very much. Operator: We would like to now begin the Q&A session. [Operator Instructions] First from Goldman Sachs Securities, Munakata-san. Minami Munakata: I'm Munakata from Goldman Sachs. I have 2 questions. My first question is on search ads. In the first quarter and also in the second quarter, the impression I got is this business is quite tough. The degree of toughness, is it correct to understand that it's the extension of the first quarter? Or are there any additional reasons? And on search ad, what would be the realistic guidance towards the second half? That's my first question. Ryosuke Sakaue: Thank you for the question. I am Sakaue. I'm the CFO. Let me reply to your question. Second quarter year-on-year is worse compared to Q1. One of the factor is one major client budget allocation was weak, and that continued into the second quarter. And in addition, in other clients, the budget reduction happened. This I'm referring to large EC companies in Japan and vertical companies declined, and that can be called additional from Q1. So that was the additional factor for Q-on-Q deterioration. And Q3, Q4, I think the degree of negative -- negativity is same as Q2. For Q3 and Q4 as well, that is our forecast. Minami Munakata: I have a follow-up question. There are other clients with quite reduction. Is there any structural reason such as shifting in-house or revisiting ROI of advertising? Is it more of an economic trend? What is the nuance? Yuki Ikehata: This is Ikehata. Let me reply to your question. This is Ikehata. I would like to add some more comments. In addition, there were some industry -- well, in addition to prior quarter's reduction trend in other industry, partially, that is -- there was a reduction in ad spend for search ad. The concept of ad placement, I don't think that is such a reason. But overall, LINE Yahoo! search ad performance is being monitored and the advertisers operate. So based on that, there is -- there was a decline in ad placement. We will continue to work on the performance improvement of search ad, and that would lead to getting these customers back. So rather than any unique circumstances, we are to continuously work on performance improvement of search ad. Minami Munakata: I understood fully. Another question is on MINI App. This time, various figures were presented and outline was explained, and I was able to learn. Thank you very much for that. The portfolio shift -- this chart has been shown. Just to reconfirm display and search, basically, it's very difficult to grow these areas. Is that the assumption you are setting? And JPY 140 billion to be expanded to JPY 280 billion, that has been rather difficult. And what is the pathway you envision? For example, from the first half of 2026, you're going to start SaaS service. So from the second half of next year, do you expect the sales to accelerate? Takeshi Idezawa: This is Idezawa. Let me answer your question. Display, search, naturally, the measures to revamp or to boost them, we are taking measures. And also thanks to the organizational change that we have implemented, we are able to implement activities to work on recovery. But structurally speaking, I don't think this is an area where we can expect high growth rate. So from that perspective, we will support the baseline for the display, search. And then apps will drive the growth. And we have the target of Official Account doubling and CAGR-wise, it has been 16%. And so we have this growth of OA, Official Account as a basis. And to add on top of that, we are going to provide MINI Apps and SaaS services. So we will be pursuing the target by having breakdowns or compositions in mind. On MINI App, it's not a linear growth, but when we have a certain number of clients, then we can expect a significant activation. So the MINI App platform will be stronger in the later half. And then that would be the overall picture. Operator: Next question from SMBC Nikko, Mr. Maeda, please. Eiji Maeda: This is Maeda from SMBC Nikko. I have 2 questions as well, please. I'll be recapping the previous comments regarding search linked ad. Together with popularization of GenAI, the negative impact to queries. And when I look at the performance, some of the clients looks like ad placements are declining in numbers. So because of this GenAI, the performance is having a negative hit on the flip side. If you could please share more on the recent trend? And also for the market, we -- there is still a concern that GenAI rise can be a negative for a search-linked ad. If you could please share your outlook, that would be great. Ryosuke Sakaue: Thank you, Mr. Maeda. Sakaue, I will start, then possibly Kataoka will follow up. At the moment, Yahoo! Search, 10% of query comes from AI search. And at the same time, the answers from AI search are business query where there is no opportunity for search-linked ad, like questions and answers. Those are the search keywords that we get. So it doesn't have much impact to our revenue and profit making. But at the same time, mid- to long term, regarding those business query, I would think that the there will be more use on use of GenAI. So media and search, we expect the next 3 years to be flat plus extra. Hiroshi Kataoka: This is Kataoka speaking. As Sakaue mentioned, number of queries for search have not resulted in significant decline in the number of queries. There is no major time shift in the search trend. And ad performance itself hasn't deteriorated. So within this big global trend, there's more use cases from GenAI are increasing. And I'm sure more of our clients companies are considering to further use GenAI. We believe that there will be opportunity, the monetization business opportunity when it comes to GenAI-led search as well. So we are considering various different means to monetize. Eiji Maeda: Second question, regarding Commerce Business. In second quarter, each services growth on the Page 8. Regarding Yahoo! Shopping, the hometown tax, I wonder how much of that impact is included. I wonder in the second half, there can be a significant decline in the growth as a reversal factor. And if you exclude the BEENOS impact, what is your true growth opportunity? So the growth in the cruising pace and growth from a one-off reason, if you could please share for the results in the first half and what you expect for the second half, please? Unknown Executive: Okay. Sakaue would share some figurative indication then -- and I'll have my colleague, Hide to provide additional information. And regarding Yahoo! Search -- sorry, Yahoo! Shopping, for second quarter, the growth was about 19%, 1-9, so quite significant. And hometown tax, late high single digits, mid-single digit to high single-digit growth. And for Reuse, this includes Yahoo! Auction, Yahoo! Flea Market and BEENOS as to be about 15% growth. So excluding BEENOS, we do have mid-single-digit growth. Second quarter has this last-minute demands for hometown tax. So that led to this significant growth rate. Makoto Hide: This is Hide to provide additional information. Regarding Yahoo! Shopping, a significant impact from hometown tax. This is something that was happening at the end of the year in December time. So it's a front-loading of that demand now. Compared to the last year, Q3 growth rate will be stagnant, will slow down. For Reuse, excluding BEENOS, I do see the trend continuing. In other words, Yahoo! Auction growth is quite steady and Flea Market is growing significantly. So when you take the weighted average, our growth is mid-single digit. I would think that for the second half, we can expect a similar growth, and we'll have a synergy, as you can see on the right-hand side, to have a more significant growth in the midterm. Operator: Next, Okumura-san from Okasan Securities. Yusuke Okumura: This is Okumura from Okasan Securities. Can you hear my voice? Unknown Executive: Yes. Yusuke Okumura: I have 2 questions. On Page 26, you have been explaining on the account ad and MINI App expansion and double the sales from this, I would like to reconfirm Official Account, the platform part based part, the assumption is the current growth rate. And through MINI App several dozen billion will be added on top. Is that the assumption? If this becomes a reality, it's wonderful. But what is the background for being so bullish at the time of launch, the assumption of the MINI App or MAU in order to achieve your assumption, what kind of measures and scale of investment you're going to make in order to achieve your strategy? That is my first question. Unknown Executive: Firstly, the growth image of official apps, I would like to explain and the strategy to grow will be replied by Idezawa-san and Ikehata-san. The existing OA part, the current level of growth can be maintained. To be more specific, 10% to 15%. Currently, it is growing at nearly 15%. So maintaining the same growth level. The paid accounts can be expanded in this pace, but that will not bring us to double. So the gap will be compensated by MINI App and SaaS. The strategy will be explained by Ikehata. Yuki Ikehata: Thank you for your question. Let me just add some more comments. In your question, you said that it's still the starting phase and this forecast may be bullish at the starting phase. But right now, we already have Official Accounts and MINI Apps, although partially we are not monetizing yet to many customers, similar solutions are offered and being used, and it's been -- the customers are satisfied. So for MINI Apps, we will increase the number. And at the same time, we will focus on monetization. That is for next year and beyond. Official Account SaaS solution already, including third-party solutions, we are collaborating with various companies and various solutions are already being utilized. So our strategy is to monetize them from next year and onward. We haven't been able to try or something that does not fit the market to start from scratch. Well, that is not the case. We already have existing foundation of Official Accounts, and we are offering various services, and we will expand and further monetize. So that is the basis of our assumption to achieve these targets. Yusuke Okumura: What about the scale of investment? JPY 10 billion was the media investment for this year. What about the investment going forward? Unknown Executive: The details will be discussed, but we are working on the awareness strengthening through advertising for MINI Apps and we are going to focus on promotion and PR. And regarding manufacturing or production, as shown on the slide, we are to reassign human resources to these growth domains to speed up the launch of products. Yusuke Okumura: My second question, on LINE, you are going to implement AI agents. I would like to ask about that. ChatGPT has instant checkout and strengthening the functionalities, and they are expanding partners, the user side rather than ChatGPT, why do they use LINE's chat or AI agents? What is the value that you offer in the future? The relationship is that parent company is -- has strong ties with OpenAI. And what kind of positive influence will that relationship with OpenAI has with your company? Takeshi Idezawa: This is Idezawa. Let me reply to your question. Our company does not have our own LLM. So we use OpenAI solutions or other solutions. We pick and choose. It's not just LINE, but within our company, we have a variety of services, news, commerce, finance, auto, so each service will be agentized. That is what we are working on right now. And like Yahoo! and LINE or integrated agent will be created. So that is the perspective of our user interface. We do not have LLM ourselves. But on the other hand, we have a lot of touch points with so many users and services. So within one ID, ours can be used in a seamless manner. That is the value we offer. So that is why we are working on agentization of various services. Operator: Next from Mizuho Securities, Mr. Kishimoto, please. Akitomo Kishimoto: My name is Kishimoto from Mizuho. I have 2 questions too. Both are about LINE Ads. The first is commerce functions of LINE SHOPPING functions. I would think that it will be launched quite soon as a new platform. I know you've done some testing. So I wonder what is lacking in order to have a full launch? That's my first question. Makoto Hide: This is Hide speaking. We are providing bucket test. We have already launched the test launch for this within the LINE SHOPPING tab. We are not offering any service actively or making a big sales promotion. We are testing system stable operations. Then within this test bucket, we are trying to expand our product and services or to enhance sales promotion activities so that we'll be able to have 100% full launch. We have been working together with various internal stakeholders. The situation is a bit different from the users of shopping -- Yahoo! Shopping, where they already know what they want to buy or they want to buy certain things. LINE, we need to propose what is appropriate and right that would resonate to the LINE users. Once we know that right business model solutions, then we will be able to launch under such use case and sell products as well. So there's a great opportunity, and we've been testing at the moment. Akitomo Kishimoto: On Page 27, please, you mentioned about second tier, third tier. I'd like to ask you a question about the capability for the third tier. I understand that you have been reallocating your staff together with AI agents. I wonder whether you'll be able to run all these initiatives under the current manpower? Or are you going to strengthen your perhaps sales capabilities with more new recruits? Is this something you can do with the current resource? Unknown Executive: I'm sure it's based on the selection criteria, but thank you for your question. Your point, recently, we do have a certain amount of resource that we had to allocate that we had to secure from other departments to this department. So as mentioned on this page, we are going to have 50% of this existing business to new domain or the focus domains. So we will be shifting our business focus as well as resource allocation as well. And we also are considering more partnership, leveraging outside resources as well. We have many different ideas. Operator: Next, Nagao-san of BofA Securities. Yoshitaka Nagao: Can you hear? Unknown Executive: Yes. Yoshitaka Nagao: This is Nagao speaking. My first question is on MINI App MAU is to be increased from 25 million to 75 million and from 35,000, the KPI direction is being presented, the price charging per app or how you consider retention. What are the methods you're going to take? 60% comes from OA and 40% comes from MINI Apps. So proactive monetization will be necessary. So can you explain concrete ways you have in mind for monetization of MINI Apps. Yuki Ikehata: Thank you for the question. This is Ikehata speaking. Let me answer your question. Right now, well, MINI App numbers are to be increased, and we are to increase the number of users significantly. That is the plan. So on MINI Apps themselves from LINE application, there will be a lot of touch point from the users. So we are increasing touch points by linking with LINE app and LINE media to increase the opportunity for as many people as possible to touch MINI App. On the monetization of MINI App, the payment function and also advertising within MINI App and receive ad placement fee. So those are 2 monetization sources. The application that can generate fruits in terms of profitability is what we are planning to build. The sales force, we are strengthening right now so that as many people as possible will utilize MINI App and open Official Accounts. From next fiscal year and beyond, we expect monetization of revenue. We already are seeing the account openings by many on Official Account. So we have confidence. Yoshitaka Nagao: My second question is related to Page 24 of the material, the target of EBITDA margin, 40% to 45%. Right now, 37% or 38% is the Media Business margin. Official Account and MINI App domain overlaps SaaS domain. So when you expand the scale, the sales staff or development cost will be heavier upfront. And I have a concern that the profitability may decline. The existing search and display ad by the sales of that part decline will affect the overall margin. So what is the overall ad margin? And in achieving 40% to 45%, what would be the contribution of OA and MINI Apps? If possible, could you disclose those information? Unknown Executive: Rather than speaking on the concrete number, it's more of a guide, the search, the basis is that profitability is not that high, and we have been communicating that from before. There's a certain fee that we pay to Google. So the search margin originally is low. And adding with display, it's shown as flat, but the search will be down trend and display, we achieved certain growth in Q2. So the ratio of display will likely to expand. So the margin on the lower part will increase -- will improve. And on display, as you know, there is a commission with the agents that is included in the COGS. So it's -- that is the margin structure. OA the margin will be similar to display. The SaaS part, it will be dependent on the pricing structure, but vertical MINI App or SaaS peers, when we look at them, the profitability is quite high. Compared to ad business, it's low, but still, it's high enough to be able to support. On top of that, MINI Apps, the ad on MINI Apps and within MINI Apps, we will place ads in a network style. So that's the type of ad business that we would like to deploy within apps. So we expect that we can secure profitability on a certain extent. Yoshitaka Nagao: One quick question on Page 11, the JPY 15 billion reduction plan is shown in the medium term, the Media Business ad expense, in some part will increase, in some part it can decline, but the fixed cost of the Media Business will it be unchanged? Unknown Executive: This slide is the company-wide figure. This fiscal year, JPY 10 billion for LLM cost will be incurred. And next year and beyond, LLM expense will continue to rise. But through various programming, we can expect improvement of operational efficiency. So JPY 15 billion, even LLM commission rises next year, we intend to reduce the fixed cost, even including that JPY 15 billion, the promotion expense and advertising for commerce, it is linked with GMV. So that is not included in this figure. And on Media segment, there are subcontractors and some of the human resources cost through use of AI, we can create a leaner structure. So those are combined to set the target margin at 40%. Operator: Next, from Nomura Securities. Mr. Masuno. Daisaku Masuno: This is Masuno speaking from Nomura. Can you hear me? Unknown Executive: Yes, we can. Daisaku Masuno: I just have one question, please. Renewal of LINE apps, you are -- been talking about adding a commerce tab. And I know you have been trying various scenarios under beta. Fundamentally, are you trying to transition the info traffic to service like LINE GIFTS? Or are you going to provide a brand-new shopping experience to LINE users. So I wonder what kind of inflow -- what kind of user experience are you trying to create through this commerce tab? Unknown Executive: What we are testing right now under the current version, all the products that's on LINE tabs are LINE GIFT products. Going forward, in addition to the LINE GIFT products, the stores that are present in Yahoo! Shopping, some of their merchandises we would like to post there. So not just for gift needs, LINE SHOPPING, Commerce products, we would like to offer through that tab. So comprehensive portal shopping corner is how we like this service to grow to be. So what type of stores, what type of products from Yahoo! Shopping really has to do with the previous questions and answers that we had. What kind of products will be the right fit, best resonate to the LINE user. It really depends on that. That's what we are testing right now. So we have to have a right product mix on top of the GIFT products, we've been carefully studying what would be the type of product group that is worth promoting heavily behind it on this new effort. Daisaku Masuno: Okay. So this is not a purchase intent visit. I can understand LINE GIFT. I wonder for those users who are not thinking of purchasing anything would ever be a real customer, whether they would convert by visiting the site? Unknown Executive: Other than Yahoo! Shopping, our customers right now are searching for what they want out of tens of thousands of our products with a certain purpose, compare prices and make decision-making. We have a massive number of products on Yahoo! Shopping. It doesn't make sense to put all of that on LINE tab. I don't think it will drive sales. So out of what's available in Yahoo! Shopping, those stores, we need to focus on products with more uniqueness, originality and some product group with extremely high demand once they release, always sells out. So those will be the right products, we think to be on the LINE tab. Those will be the right products for this casual shopper. Daisaku Masuno: Are you talking about hundreds or thousands? I don't think you're talking about dozens of thousands. So I just have no idea about the scale of the products that would be available through this LINE tab. Unknown Executive: That is exactly what we are trying to get to. That's why we've been repeating the test. So it really depends on the -- we don't know. There's nothing that we can share with you regarding the size or scale of the stores or the type of products or the scale of the product. Operator: Next, Kumazawa-san of Daiwa Securities. Shingo Kumazawa: On Page 11, fixed cost reduction of JPY 15 billion. This is the topic of my question. Currently, what is the fixed cost? And how much is this JPY 15 billion? And from last year, you have been spending on security-related costs. Is that included in this reduction of JPY 15 billion? I believe it's mostly outsourcing that you can reduce. Are there any major items that you expect to reduce significantly? And I believe AI agent is contributing to reduction. So from -- compared to last year, how much reduction is this? Ryosuke Sakaue: This is Sakaue. I will answer your question. LY stand-alone fixed cost is roughly JPY 700 billion. As you stated in your question, security-related costs will come down. On the other hand, LLM commission will almost offset that increase. From April of next year, we will increase the office space to accommodate a 3-day commuting of our employees, and that means the cost increase. And by using AI, we intend to reduce JPY 15 billion in total. If we do not take any action, the fixed cost will likely to go up by JPY 2.5 billion to JPY 2.6 billion. In the areas of reduction, outsourcing part and software license from outside, the system that employees use, we can make progress in the integration of the platform. So double payment can be eliminated. So that is included as the cost reduction on software license. Shingo Kumazawa: The areas you can reduce, I understand it's difficult to name the concrete name or ServiceNow or others or Salesforce. Is it possible to cut them entirely rather than specific ones? Unknown Executive: It's an overall effort, frankly speaking. And for example, there are licenses that are given to all of the employees. But if we identify the staff that really uses, then we can reduce the number of license. And also, there may be redundant functions on the software and cut one of them. Operator: Next from [ SBR. Mr. Jose ], please. Unknown Analyst: I have a question regarding capital structure and security governance. I understand in the past, administrative [ court ] instruction was given from Ministry of Internal Affairs and Communication, administrative guidance pointing out your capital structure. Now that under new administration, any risks that you foresee or any changes to the relationship with the government regarding capital structure, please? Unknown Executive: Regarding the administrative guidance, we've been responding appropriately. And from -- for the 2026 March, we are making progress toward it. And regarding the capital movements, we've been continuing the discussions, reflecting our past track record. No major changes to or the [ FY 2026 ]. Unknown Analyst: I understand. So for 2026 March, you will conclude all the measures to meet the administrative guidance? Unknown Executive: Correct. Yes on track. Unknown Executive: Now, we would like to close because the schedule ending time has arrived. I would like to now have Idezawa to offer a final reading. Before Idezawa's final remarks, I mentioned about the fixed cost of JPY 700 billion, that was a mistake. It's roughly JPY 400 billion to JPY 500 billion. Takeshi Idezawa: This is Idezawa speaking. Thank you very much for raising a lot of questions. The environment surrounding AI is rapidly changing. And our 2 core strategy is AI agents and OA, and we will continuously grow by changing our business structure. That is the message of today's presentation. I will ensure that these plans will be executed steadily, and we would like to ask for your continued support. With this, we would like to close LY Corporation's FY 2025 second quarter earnings call. Thank you for staying with us until the end. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Lavanya Wadgaonkar: Good evening, everyone. I'm Lavanya Wadankkar, Corporate Executive for Global Communications Office. Welcome to Nissan's First Half Financial Results for Fiscal Year 2025. Along with financial year results today, we will be presenting an update on Re:Nissan. Today's session is for 45 minutes and is held on site as well as online. First, let me start with the introduction of the speakers today, Ivan Espinosa, Chief Executive Officer; Jeremy Papin, Chief Financial Officer. We will begin with the presentation. So I'll hand over to Ivan. Ivan? Ivan Espinosa: Thank you, Lavanya. Hello, everyone. Thank you all for your continued support. It was a pleasure to meet and host many of you at the Japan Mobility Show. Before we begin, I want to emphasize that Re:Nissan is on track, and I am grateful to all who have shown patience and trust during these decisive actions. Despite ongoing challenges and volatility, we remain focused on recovery. Today, Jeremy will present our first half performance, second quarter results and full year outlook. I will then update you on the Re:Nissan before the Q&A. So Jeremy, please. Jeremie Papin: Thanks, Ivan. Building on the disciplined approach, our cost control measures are showing encouraging signs amid a challenging environment. Now let's take a closer look at our retail sales results. Total unit sales reached about 1.5 million in the first half, down by 7.3% year-on-year. Second quarter sales, excluding China, were down by 3.6%, an improvement over the first quarter. We are already seeing clear acceleration in Q2 with North America delivering stronger results and China posting year-on-year growth since the month of June for the first time in 15 months. North America saw acceleration with 2% growth overall and 6.7% in Q2. U.S. sales were flat, Mexico up 8%, maintaining market share leadership. China sales declined by 17.6% in H1, but have grown year-on-year for 5 months, led by N7 demand. Japan dropped by 16.5% in H1, but our showroom traffic has been recovering from a low point reached in July, thanks to marketing and dealer program initiatives. Europe and other markets had temporary declines from model year changeovers and increased competition. First half consolidated net revenue was about JPY 5.6 trillion with an operating loss of JPY 28 billion, better than we had expected. Net loss was JPY 222 billion, largely due to lower equity method income, impairments of assets and restructuring costs. The automobile business revenue was about IDR 4.9 trillion, driven by foreign exchange effects and lower wholesale volumes impacted mainly by tariffs. R&D spending was controlled at JPY 275 billion through disciplined resource allocation, some project deferrals, thanks to a shortened development schedule and optimized hourly engineering costs. Our operating loss widened to minus JPY 177 billion. Automotive free cash flow was negative JPY 593 billion in H1, but Q2 performed better than expected at negative JPY 202 billion. At the end of the period, net cash stood close to JPY 1 trillion. Importantly, we maintained solid liquidity at IDR 2.2 trillion in automotive cash and equivalents and unused committed credit lines at IDR 2.3 trillion. This slide shows the year-on-year operating profit variance factors. Foreign exchange had a negative impact of about JPY 65 billion, driven by weaker U.S. and Canadian dollars as well as the Argentinian peso and Turkish lira. Raw material costs were slightly positive at JPY 3 billion, while tariff had a negative impact of JPY 150 billion. Sales performance contributed ID 24 billion but negative volume was offset by a favorable mix. Together, volume and mix delivered IDR 62 billion improvement. However, competitive pressures continued to weigh on incentives. Monozukuri improved by IDR 67 billion as the Re:Nissan recovery plan delivered cost savings alongside lower R&D spend and purchasing efficiencies. Inflation absorbed JPY 50 billion, moderating the overall benefit. Onetime items added JPY 65 billion, mainly due to lower warranty costs recognized in Q1 and reduced U.S. emission expenses recognized in Q2. Other items, including sales finance and remarketing expenses added JPY 45 billion. We achieved a positive impact on G&A costs through Re:Nissan initiatives. Taken together, these factors resulted in an operating loss of JPY 28 billion for the first half. I will now move to the outlook for the remainder of the fiscal year. For the second half, we anticipate a strong rebound in volume driven by new products and marketing initiatives. In China, demand for N7 is encouraging, and sales are expected to exceed previous outlook by 13%. North America is expected to sustain momentum, and we will intensify our efforts in Japan, Europe and other markets. Although the first 6 months showed a year-on-year decline, we are confident the next half will deliver growth. The markets remain challenging, but the industry volumes are stable. Our full year sales forecast remains unchanged at about 3.25 million units, representing a 2.9% decline year-on-year. We are adjusting our outlook to reflect the positive developments ongoing in China, but we are reducing our consolidated retail sales to account for the lower performance of the first half. The production is projected to remain around 3 million units as we maintained a very disciplined inventory management and actively manage supply risk. Recent launches and model enhancements will strengthen the lineup and attract customers in H2. Operational improvements, including a third shift at Nissan [ Shatai Kyushu ] will boost output. Net revenue is expected to be about JPY 11.7 trillion for the current fiscal year. As outlined in our revised outlook last month, we anticipate a full year operating loss of about JPY 275 billion, breakeven before the impact of tariffs. Our operating profit outlook includes JPY 25 billion for assumed supply risk, which we will revisit as the situation evolves. We are still evaluating the impact of Re:Nissan, so we are not of Re:Nissan initiatives, and we are not providing a net income outlook today. The forecast is based on an exchange rate assumption of JPY 146 per dollar. Let me outline the factors behind our operating profit forecast. Compared to last year's JPY 70 billion operating profit, we expect significant headwinds from tariffs and currency. On the positive side, we anticipate benefits from an improved product mix and continued support for our U.S. built models. Year-on-year, we expect cost improvements as Re:Nissan initiatives take hold even amid inflationary pressures. Tariff-related carrefour adjustment will add cost in the second half, limiting manufacturing efficiency gains, but we are expecting savings in logistics, R&D and purchasing. Onetime positives include lower warranty provisions and reduced emission penalties. Overall, we forecast an operating loss of JPY 275 billion for the year. We remain disciplined in our balance sheet management, and we are retaining sufficient liquidity. Total liquidity is about JPY 3.6 trillion with JPY 2.2 trillion in cash and JPY 2.3 trillion in unused credit lines. Year-end automotive debt is forecast at about JPY 2.1 trillion, fully in line with our initial plans, and this is following the successful refinancing of JPY 700 billion in debt maturities this year. Let me now hand over to Ivan. Ivan Espinosa: Thank you, Jeremy. I will briefly recap H1 performance and the outlook. First, on sales performance, despite volatility and competition, we stay resilient. Q2 declines narrowed signaling stability. North America showed strong Q2 growth. Retail non-EV share has risen for 3 straight quarters and continued in October. China turned positive since June, while Japan and Europe experienced some softness, but we expect recovery with upcoming launches and dealer programs. Second, on financial performance, we possessed JPY 3.6 trillion of total liquidity. Over JPY 80 billion in fixed cost savings were achieved in H1 through Re:Nissan recovery initiatives. While tariffs and currency headwinds pressured profitability, disciplined cost management and structural efficiencies continue to deliver benefits. Finally, the outlook. We anticipate a stronger second half driven by Re:Nissan product-led growth and momentum from Q2. We remain on track for operating profit breakeven, excluding the tariff impact. We target JPY 1 trillion net cash at year-end and expect positive out of free cash flow in H2. We will balance optimism with prudent risk management as we navigate challenges. In short, we are prepared for second half growth, leveraging new launches, operational improvements and disciplined execution. Building on this momentum, let's turn to the strategic update. While navigating a challenging environment, Nissan is advancing steadily through Re:Nissan, redefining our strategy, accelerating innovation and reinforcing the foundations for sustainable growth. We have been driving a transformation that goes beyond tackling current challenges to redefining our future. It rests on 3 powerful drivers: First, disciplined cost reductions to strengthen our financial base. Second, a bold redefinition of markets and products to deliver what customers truly want. And third, reinforcing partnerships that unlock scale and efficiency and with clear target, returning to positive automotive operating profit and free cash flow by fiscal year 2026, excluding tariffs. And we know what it takes to get there. That's why we're targeting JPY 500 billion in savings split between variable and fixed costs to reshape our cost structure and strengthen our competitiveness. Let me take you through how we are tracking against these targets. Over the course of this year, our variable cost reduction initiatives have gained notable momentum. As of November 2025, we have generated 4,500 ideas, identifying a potential impact of JPY 200 billion, a progressive leap from JPY 75 billion in May and JPY 150 billion in July. Over 2/3 of these ideas are technical solutions like redesigning headlamps for efficiency or optimizing seat designs to cut material costs. Major cost reductions target high-volume models like Rogue, Kicks globally, Pathfinder in North America and Serena in Japan. Every action upholds our commitment to quality with no compromise on safety, reliability or performance. We are advancing in manufacturing and logistics, including parts diversity reduction and supplier collaboration. Encouragingly, ideas are maturing with more moving from concept to implementation. This structured approach ensures credible, sustainable savings embedded in design and operations, always with quality as a top priority. We have delivered over $80 billion in fixed cost savings in H1, a strong start. We aim to exceed $150 billion by fiscal year-end and surpass $250 billion by fiscal year 2026. In manufacturing, we have completed 6 of 7 targeted site actions with Compass, the sixth plant ending production later this month. On engineering, we are progressing towards our 20% cost per hour reduction target currently running at 12%. Parts complexity reduction is delivering also strong results, complemented by Obea activities with models like the next-generation Rogue using 60% fewer parts. We are also optimizing assets to unlock value for transformation. A key step is our global headquarters in Yokohama. We will proceed with a sale and leaseback transaction under a 20-year agreement. This ensures Nissan's continued presence and commitment to Yokohama while ensuring no impact on employees or operations. Part of the proceeds will fund critical investments like accelerating AI-driven systems, digital modernization and transformation initiatives while preserving our ability to invest in innovation and growth. These steps go beyond cost. They create a leaner, more agile Nissan ready to compete and win. We have made strong progress on cost actions, and now the momentum is shifting towards the next 2 drivers of Re:Nissan, redefining our product market strategy and reinforcing partnerships. On product lineup, our product lineup tells the story. From the award-winning Leaf to the new generation [indiscernible] car, we are gaining traction. Between now and fiscal year 2027, we will be introducing 9 new models. As we look ahead, our product strategy rests on 3 pillars. Hartbeat models, icons that showcase Nissan's DNA and innovation like the globally recognized Leaf. Core models, vehicles that lead in key markets such as the Kashkai ePower with class-leading fuel economy and the Kicks recently named Best Buy 2025 in Brazil. Partnership models are collaboration that strengthen our reach, including the N7 with 40,000 units sold in China and the Ros KCar with 15,000 presales in just 6 weeks. Finally, I want to stress the importance of partnerships for our future. Many of our products, as I mentioned earlier, reflect the strong power of collaboration. Now coming to partnerships in technology. These are critical to strengthening our presence in next-generation mobility. In recent months, we have announced several initiatives, a tie-up with Boldly, Premier Aid and KQ Corporation to pilot autonomous mobility services here in Yokohama. Collaboration with WAVE, the U.K. pioneer of AI driver software to set new standards for driver assistance in our next-generation ProPilot technology. And in China, our new Tiana features advanced intelligent connectivity, becoming the first ICE vehicle equipped with Huawei's Harmony Space 5.0 smart cockpit. These partnerships are more than projects. They are strategic moves that position Nissan at the forefront of intelligent mobility. In conclusion, our first half results reflect the challenges we face, but they also confirm that Nissan is firmly on the path to recovery. We have made meaningful progress. And while there is more to do, the foundation for future success is in place. Having implemented decisive cost-saving measures to secure profitability, we are now accelerating forward, prioritizing new products, key markets and breakthrough technologies that will define our next chapter. The second half will bring challenges, but with focus, discipline and the actions we are taking, I am confident we will deliver strong results. We have the right strategy, the right products and the right team to capture growth and create value. Together, we will navigate the road ahead and with confidence, seize the opportunities and lead with innovation. Thank you for your attention. With that, we will now take your questions. Lavanya Wadgaonkar: [Operator Instructions]. I already see a lot of hands going up. [Operator Instructions]. Just so we go with maybe the first front row middle. Unknown Analyst: [Interpreted] My name is Taki. I have 2 questions. The first question is as follows. Last week, Japan Mobility Show started. And here, you have a stand, new L Grand and new Petrol were displayed in the show. Sspinosa-san, you made the presentation personally. That's what I heard. What's the reaction of the people who saw it? And what's your opinion about the overall show? This is my first question to Ivan-san. And the second one, partnership. Was it -- since last fiscal term with Honda, you have been -- well, capital tie-up is kind of went back to scratch, but you are trying to continue with the collaboration with Honda. What is the progress so far to the extent that you can disclose? These are the 2 questions. Ivan Espinosa: Okay. So thank you. Thank you for your questions. On the Japan Mobility Show, first of all, thank you for visiting. I really enjoyed the show and having the opportunity to guide many of you through the booths and show you what Nissan is capable of doing. Then as for the reaction, the reaction has been extremely positive, both for L Grand and for Petrol. The level of buzz that we are seeing, and I have some numbers for you actually. The conversations on social network spiked by 15x versus the normal average that we have. And out of that, we have 35% positive sentiment in total, which is a 25% increase versus where we were before. So clearly, the products are well received and Nissan is starting to become attractive to customers again, which was exactly the goal. It's exactly the goal of the second phase of our RNissan program. As I've mentioned before, the first step was about cost and restructuring. Now we are shifting gears into the second phase, which has to do with product, market strategy updates, innovation and technology. As for the partnership with Honda, well, we keep discussing with them, as I have said before, on several projects. There's nothing that we can disclose at the moment, but we keep discussing with them opportunities in several fields as we outlined in previous announcements. Thank you. Thank you for the question. Lavanya Wadgaonkar: Take the question from the right side. Unknown Analyst: [Interpreted], my name is [indiscernible]. There are 2 questions from me. The first one is the regional breakdown of the sales. China and U.S. are better, but how about Japan and Europe? There's a decline which is continuing in Europe and Japan. Sunderland and [indiscernible], what is the utilization rate so far? ELV and Micra, you are going to introduce new cars. You are talking about the second stage of Re-Nissan. Europe and Japan, when will it grow? The volume -- when will the volume in these 2 regions grow? This is my first question. And the second one is the objectives of the Re:Nissan. In May, when you devised the plan in fiscal year 2026, automotive profit and free cash flow will be the positive. That's what you said. But you said that you didn't talk about excluding tariffs, but now you are saying it's excluding tariffs. Does that mean that you made a downward revision on the goal for 2026? Ivan Espinosa: So let me start with the first question. So the volume, as we explained earlier in Europe and Japan was soft on the first half. Europe had some impact from the model changeover. So we were on the runout of the previous [ Cashkai ] and entering with a new Cashkai that has the third-generation e-POWER. So we expect Europe to pick up in the second half now that we are launching full blast, the third-generation ePOWR, which has been very positively received and evaluated by media. In Japan, we had a slow first half and for several reasons. One, of course, the impact of media and communications, the negative media coverage that we had in the first half, because of the situation that we went through. This had an impact on showroom traffic and customers were wary of Nissan's situations because of the financial condition. Now we are seeing change. We see, as I mentioned before, sentiment from the public is changing towards us. They are understanding that Nissan is a great company that makes great cars, and we start to see the positive sentiment changing. A lot of this, thanks to your support as well as media because you have been providing a lot of support to us. And we see that the sentiment is changing. The showroom traffic starts to improve. And the proof of that is also the very strong reception to rucks, around 15,000 orders received in only 6 weeks. So this signals that we can start bouncing back, and we expect a strong bounce back in Japan as well in the second half. As for the objectives, the objectives have not changed. The fact that we are now clarifying tariffs is because we didn't know when we announced at the beginning for how long tariffs will be remaining. We thought initially as many in the industry that it was a temporary thing. But now that this is here to stay, it's -- we are just recognizing that the tariffs will have to be managed. And this is not a downward revision. It's just a clarification of what we expect for next year. Thank you for the question. Jeremie Papin: Yes. On the FY '26 guidance, there is absolutely no change, fully in line with what we had announced in the month of May. Lavanya Wadgaonkar: Thank you. If I go to the last left side, first row. Unknown Analyst: [Interpreted]. My name is Sakamura. I also have 2 questions. First of all, Re:Nissan. So far, 20,000 people headcount reduction was talked about. In which country will you be reducing headcount in what degree? Can you substantiate that plan and give us an update on the substance of that plan? Second question, new model introduction. In China, N7 is doing very well. So in the future, China produced cars exporting to other countries. I thought that you were studying such possibility. How far has that study gone? And is there a possibility for export to Japan? Ivan Espinosa: Thank you, Sakamura-san, for the question. So on headcount, on your headcount question, what I can tell you, we are not providing a breakdown. What I can tell you is these numbers that we announced are global, and we are tracking according to our plan. So the plan is ongoing, and we are tracking according with our expectations in terms of speed and size of adjustment of the workforce. But we are not providing details on the breakdown. As for the new model, N7 and future exports, the answer is yes, we are working on export plan. You maybe heard we established already an export JV company that will help us enable and facilitate and speed up this. And we are looking at several products that we have a potential, and we are looking at different market options. But nothing specific to share today. But the answer is yes, we will be exporting cars because this is part of our strategy to defend ourselves outside of China, bring more scale to our China operations also and use the speed of China in terms of development, technology and costs to defend ourselves in markets where Chinese OEMs are being aggressive. So this is what we are set to do. Thank you for the question, Sakamura-san. Lavanya Wadgaonkar: Thank you. If I move to the second row in the middle... Unknown Analyst: The question to CEO. So in relation to the previous question, you have a commitment of achieving operating profit in the automotive business by fiscal year 2026. However, net income forecast has not been disclosed with a massive loss loss in fiscal year 2025. Can this target be met? Can it be achievable in time? I think that Mr. Papin has already answered that question partly, but I need to -- I need an answer from Mr. Espinosa and a strong message in your commitment. And the second question is very simple. So you emphasized the change of an atmosphere around Nissan. Does it mean the darkest hours of Nissan is over or still to come, the darkest time of Nissan is over or not? Ivan Espinosa: Thank you. So for me, the important thing is to have customers looking at Nissan with eyes that represent what Nissan is capable of doing. And Nissan is a company that has over 100,000 employees working very hard to create great products. And that's proof of what we saw in the Japan Mobility Show. It's evidence and proof that this company, our company is a great company that can deliver great exciting products. This is what we're focusing on, and this is what our people with a lot of love for our company are doing every day. As for your question on OP, the answer is yes. We are committed to deliver what we said. And proof of that are the numbers that we just explained to you. I think we have a couple of good examples. As we said, on the fixed side, we have achieved already more than JPY 80 billion in the first half of savings. We are on good track to achieve JPY 150 billion by the end of this year. And we are confident that we can overachieve JPY 250 billion next year that we have committed to achieve. And on the variable cost side, as mentioned, the progress is very consistent, gradually growing the impact or potential that we see, now reaching JPY 200 billion versus the JPY 75 billion that we had in May and the JPY 150 billion that we had in July. So again, this is evidence that the company efforts is bringing fruits. So this gives us confidence to achieve the objectives that we have set for ourselves next year. Thank you for the question. Unknown Analyst: Darkest hour [indiscernible]? Ivan Espinosa: Well, I don't know what you mean by the darkest hour. Again, for me, the important thing is to change the customers' minds and have them look at Nissan as a great company that it is. Thank you very much. Lavanya Wadgaonkar: Stay in the middle... Unknown Analyst: [indiscernible] newspaper. First, Expedia semiconductor manufacturer impact. [ OPamMaushu] reduction has become clarified, but how much impact are you foreseeing in terms of volume? What's the maximum reduction? And are you thinking of alternative purchasing? So what's the progress in terms of choosing an alternative? Secondly, how do we interpret volume? N7 was better than expected. So there was a hit, but the full year volume is unchanged and minus from 2024 and sales has been revised downward. So top management, how confident are you on the second half? And you will continue to introduce new models next year, but are you -- do you think that, that will really have a positive impact? What's your level of confidence? Ivan Espinosa: Thank you. So I will answer the second question and then let Jeremy elaborate on the first one. On the confidence on the H2, I think there's 2 elements to consider, not only the new car launches, but the fact that in North America as well as in China from the second quarter, we already start seeing growth. So we have seen consistent growth in North America and the U.S., particularly, I can tell you, our retail share in non-EV has quarter-over-quarter grown. If you look at the numbers, Q3 2024, we trail at 4.3% Q4 2024, we were at 4.8%, and now we're running at 5.3%. So this is proof that the performance is improving, thanks to the focus that we have put in our marketing and sales activities and the products that we are rolling out in the U.S. Then Japan, as mentioned, we had a slow H1. So that's why we believe we will not be able of recovering the full year estimate, but we expect a strong bounce back in the H2. Thanks, as we said, from the good showroom traffic improvement that we see, the positive sentiment from the consumers that they are placing again their confidence in our brand and our company. And again, proof of that is the very good reception and the preorders of the old Nissan books. So that's why we are confident on the second half performance on sales. Jeremy, do you want to elaborate on the first one? Jeremie Papin: Yes. On the supply risk that we are managing at the moment, there are actually 2. One is an aluminum supply issue in North America that is affecting many market participants following the fire at a supplier. The second one is obviously the situation with Nexperia and the chips that were being banned from export from China, but that ban in the last few days seems to have been lifted. So I would say the situation is extremely fluid, and we are, I would say, managing it extremely closely. This forecast, as I shared with you, includes a JPY 25 billion risk which we put as a placeholder last week when the situation was quite uncertain. I would say, as the situation clarifies, should this placeholder be unnecessary, we will be removing it from the forecast. Lavanya Wadgaonkar: Next question. I can move to the media, please. Unknown Analyst: [Interpreted]. My name is Matsuka. I have 2 questions. For this fiscal term, in the first half, how do you assess the first half results of this year? And the sales and leaseback of GHQ without renting it, how by going to the suburbs where you have an R&D center, it would have been more beneficial. What was the thinking behind this? Wasn't there any opposition from other executives in the company? These are the 2. Ivan Espinosa: Thank you for the question. So on the first half assessment, as mentioned, we had a result that came in better than we expected, but it was supported by external factors as well. So we had some onetime events and that are evident that we are doing well, but there's more work to do. So that's what we qualified earlier in the presentation. So the plan is on track, but we have to keep working hard in the second half to deliver the objectives that we have set for ourselves. Now as for the sale and leaseback, we discussed at length in the EC, and it's something that also we reported to the Board. And the best option was to do what we did, the decision that we made, which is trying to minimize the impact on the employees and on the suppliers and on the local economy and having a good business strategy to utilize better our assets. bring some resources in that will help us, as I said, modernize and go further into digitization, AI implementation and many other things that we have to do, while also it allows us to spend the precious R&D resources that we need for our future, especially in a year where free cash flow will be negative. So this is the -- these are the considerations that we took for the decision that we made. Thank you -- thank you for the question, Ms. Matsuka-san. Lavanya Wadgaonkar: Move to the left side, yes, please. Unknown Analyst: [Interpreted] from Bloomberg. Last time during the press conference, Papin-san, you said that net loss for this fiscal year, you said that details will be provided in November, if I remember correctly. But this time, you are not going to give a full year guidance for net income. Once again, why are you in this situation? Was there any change that took place from last time? Is there something that you didn't see last time to the degree that you can disclose? Could you elaborate why you cannot give a full year guidance of the net income? And Page 16, Global Design Studio is reorganized and Global Information System Center is relocated. That's what it says. Did you sell assets in these moves? Could you elaborate on these 2 points? Jeremie Papin: So on the net loss outlook, I think the situation is the following. We are, at the moment, considering further implementation of restructuring actions under Re:Nissan, in particular, accelerating decisions. And as we are working on those options, we just didn't have a clear enough forecast to share something that was robust enough in order to make a communication. So we want the transparency and we want to provide the guidance, but today was just not the day where we could. And so I think you just need to bear with us and understand that we're working on assessing further restructuring and implementation of Re:Nissan plans in fiscal year '25, and that will have P&L consequences that we are assessing. On -- more generally on the events that you mentioned, I would say that when we free up any assets today, there is a consideration of monetizing the asset if we own it. And so there is just a systematic review. So we will keep you informed as we progress with asset sales or any asset disposal. Unknown Analyst: [Interpreted] Hatanaka of Nippon Broadcasting. I have a question to Mr. Espinoza. During the Mobility show, your group company, Nissan Shatai Shona plant announcement was released. You will be using it for -- to manufacture service components. What's your take? And did Nissan -- was Nissan involved in that decision-making? And Mobility show was very popular. The main LGA and Petrol, Nissan Kyushu manufactures those models. So these models will continue to be manufactured in the same way? Or will the manufacturing site be transferred? Ivan Espinosa: Thank you. As for the Nissan Shatai question on Shonan, I will kindly ask you to ask the question to Shonan. We cannot comment on Nissan Shai. However, on your question on L Grand, we are -- we will be continuously assessing the industrial strategy. So for the moment, we will start producing in Nissan Shatai Kyushu together with Caravan and frame vehicles. As you have seen, the welcoming of patrol and QX80 is very good globally. So we are currently looking at what options we could have to further increase the capacity of such models because they are performing very well, and they are very profitable. Now this, as I said, we will continue to explore. But for the moment, there is no intention to move the products out from Nissan. Thank you for the question. Lavanya Wadgaonkar: We have time for 2 or 3 questions. So next question, please. Unknown Analyst: [Interpreted] My name is Togashi. Espinosa-san, this is a question for you. Nissan Stadium naming rights is the question. Yesterday, Yokohama, Mayor Yamanaka, as of the end of last month, he said that he received a new proposal. Could you elaborate on the proposal that you made to the degree that you can disclose? But once they renewed the contract at JPY 50 million in response to your proposal. But once again, there was an instruction to review the proposal. What's your approach or thinking behind this? Ivan Espinosa: So first of all, we are committed to Yokohama. This is our home base, our hometown. -- and we're going to stay here. This is why we also announced that we will continue to be the largest shareholder in the Yokohama Marinos because it's an icon of our company and a symbol of pride for many of our employees. With that in mind, we've been discussing with Yamanaka-san and the city of Yokohama because we want to continue our collaboration in the Nissan Stadium for the same reason. Now we have made an offer, as you said, we are discussing now with Yamanaka-san and the team in the city, and we will update you when this is concluded. So we will continue discussing with them based on this offer that we provided, but no detail to be shared today. Lavanya Wadgaonkar: Thank you. Come to the middle. Unknown Analyst: [Interpreted] Tokyo, my name is Abe. Nissan GHQ will be sold, you said. In reality, you are going to rent it and there will be a rent which will be booked. For 20 years, what is the annual rent that you have agreed on? This is my first question, please. Ivan Espinosa: So yes, we have agreed to do a sale and leaseback, as I said, and there will be a rent. We don't -- but we are not going to disclose the level of rent. I just tell you that it is a good financial decision. It's a good business decision that will allow us to invest resources in our future. Thank you for the question. Lavanya Wadgaonkar: I think we're right on time. Thank you very much once again for joining us. If you have any further questions, the communication team is available. Please reach to us. Have a good day. Thank you. Ivan Espinosa: Thank you.
Operator: Greetings. Welcome to Helen of Troy Limited Third Quarter Fiscal 2026 Earnings Call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. Please note this conference is being recorded. I will now turn the conference over to Ann Racunis, Director of External Communications. Thank you. You may begin. Ann Racunis: Thank you, operator, and good morning, everyone. Welcome to Helen of Troy's Third Quarter Fiscal 2026 Earnings Conference Call. The agenda for the call this morning is as follows: I will begin with a brief discussion of forward-looking statements. Scott Azel, our CEO, will then share his thoughts and areas of focus. And Brian Grass, our CFO, will provide an overview of our financial performance in the third quarter and our expectations for the full year fiscal 2026. Following our prepared remarks, we will open up the call for Q&A. This conference call may contain certain forward-looking statements that are based on management's current expectations with respect to future events or financial performance. Generally, the words anticipates, believes, expects, and other similar words are words identifying forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties that could cause anticipated results to differ materially from the actual results. This conference call may also include information that may be considered non-GAAP financial information. These non-GAAP measures are not an alternative to GAAP financial information and may be calculated differently than the non-GAAP financial information disclosed by other parties. The company cautions listeners not to place undue reliance on forward-looking statements or non-GAAP information. Before I turn the call over to Scott, I would like to inform all interested parties that a copy of today's earnings release can be found on the Investor Relations section of the site by scrolling to the bottom of the homepage. The earnings release contains tables that reconcile non-GAAP financial measures to their corresponding GAAP-based measures. I will now turn the conference call over to Scott. Scott Azel: Thank you, Ann. Good morning, and happy New Year, everyone. I appreciate you joining our call. We delivered third quarter results in line with our outlook, reflecting disciplined execution by our global associates who have driven progress towards stabilizing the business despite a challenging external environment. While I'm encouraged by our Q3 progress, we remain fully focused on sharpening our priorities and executing as we fix the fundamentals and improve our performance trends. Recent trends reinforce our view that consumers are being selective. We continue to see a bifurcated economy. Robust spending from high-income households while lower middle-income consumers face significant inflation in essentials like rent, food, and insurance, making them increasingly cautious with discretionary purchases. Regardless, we need to win, and I know what's required. We will invest in our brands. We'll invest in innovation. And we'll invest in talent to restore this business to growth. And some of the initial steps we're taking to restore our business are reflected in the revised outlook for Q4 and the balance of the fiscal year, which Brian will outline shortly. First, I'm energized by the product innovation underway and the upcoming launches in fiscal 2027. We're investing in strengthening brand loyalty through storytelling, to deepen our connection with the consumer and advancing our commercial execution capabilities. These initiatives reflect our commitment to consumer engagement, growth, and delivering value for our stakeholders. Over the past four months, I visited offices around the globe, spoke with hundreds of associates and customers, conducted a comprehensive review of operations, technology capability, financial performance, and external benchmarks. These experiences have given us a fresh perspective, challenging the team to think more critically about long-term value drivers. My biggest takeaway, enthusiasm for our brands is strong. Partners, associates, and customers all want us to win. These conversations reinforce my commitment to improving how we operate, sharpen our priorities, and amplify our focus on consumers. Building on organizational changes put in place last summer, we've made strides to prepare for success. In October, I outlined four priorities: reenergize our brands and our people, adapting our structure to put the consumer at the center, strengthen the portfolio for predictable growth, improve asset efficiency while maintaining shareholder-friendly policies. This is informing our direction as we complete our FY '27 annual planning process and will inform our go-forward strategy. FY 2027 will be the first big step towards our future. More to come in the coming months. As a brand company, we win and lose with the consumer. And growth is our scoreboard. We will make bold choices, embrace new thinking, and learn from past decisions while minimizing disruption. Our growth priorities are clear. Staying true to our north star of the consumer, invest in brand building and editing and amplifying our focus, and execute with excellence. By fully leveraging the talent and skill sets that already exist. By keeping the consumer at the center, we sharpen priorities and move from slow and complex to fast and agile. Teams are untangling complexity to enable faster decision-making closer to the consumer as we speak. A growth priority is product innovation. I'm inspired by the passion, commitment, and expertise of our teams. I believe we can drive new product development by better understanding our consumers, allocating resources, and accelerating time to markets. Brands of our size can't do everything, but we must be focused and sharp as we drive separation from our competition. Each business will have a distinct strategy centered on two to three priorities. Making these tough choices will bring greater clarity to our brands, for employees, consumers, and investors. As we reposition the business, we plan to direct resources in a disciplined and targeted manner towards the most impactful opportunities and innovative ideas, allowing them to incubate and take hold. This will both strengthen our portfolio and drive momentum of those products and brands that have the best opportunities for growth. Not just for this quarter or next fiscal year, but for the long term as well. To fund these investments and decisions, and position us for long-term sustainable growth, we plan to stay focused on maximizing operational and balance sheet efficiency. A key ingredient of our success will also be the power of our organization to fully leverage talent and skill sets that already exist in the building. We recently welcomed back a key member of my leadership team to reignite the power of one. This is the plumbing that enables the work to be done more effectively at Helen of Troy. It's a common language of systems and processes and people. We must balance short-term performance and long-term aspiration. This work starts with my global leadership team and will be cascaded throughout the organization. We will continue to emphasize working capital efficiency and balance sheet health and productivity. A good example is the recently announced amendment to our credit agreement, which extends the leverage ratio holiday and updates the interest coverage ratio definition. These changes give us greater flexibility to navigate the evolving trade and external landscape. We look forward to sharing our fiscal 2027 outlook in April and plan to outline our long-term growth strategy in 2026. And now I'd like to briefly touch on quarterly business segment performance. Overall, net sales outperformed our expectations. Home and outdoor and beauty and wellness sales declined 6.7% and 0.5% respectively, while international sales fell 8.1%. Olive and June continues to outperform our profitability expectations delivering nearly $38 million in sales. While I am not satisfied with these overall results, I'm encouraged by some of the highlights across our portfolio. These give me confidence we can learn and replicate across our portfolio and execute. Our ability to grow and capture market share is a product of leadership choices and operational excellence. We plan to be more intentional on our agenda and sharpen our execution. Highlights include, we grew Osprey, Oxo, and Olive in June. We exceeded Olive in June internal expectations. We increased organic B2C revenue by 21%. And we delivered $29 million of free cash flow despite $58 million in tariff drag. Across our portfolio, we're delivering exciting innovation. In the home and outdoor segment, we launched Osprey and Hydro Flask cooler collaboration, combining Osprey's legendary carry technology with Hydro Flask leak-proof insulation for ultimate performance. Osprey also introduced a mountain-bound series of winter luggage, crafted with nanotube fabric for rugged, highly water-resistant protection for ski and snowboard gear. Hydro Flask delighted families with the Eric Carle collaboration, featuring the iconic Very Hungry Caterpillar in our insulated kids' bottle. OXO expanded its top baby-led weaning suite and added new tot and coffee SKUs at our top partners. This month marks the debut of OXO's Trident series cookware, which provides superior heat distribution and high-performance cooking without the hassle of cleanup. In beauty and wellness, Olive and June continued to introduce trend-right collections tied to holidays and events, including the Be Bold collection, Halloween designs, and festive holiday stickers. After quarter-end, Olive and June launched a playful collaboration with Peachy Babies, combining nails and slime for the most satisfying collab yet, along with products for kids and tweens, which is seeing strong early success at top retailers. For cold and flu season, Honeywell introduced two fresh new style Allergen Plus HEPA certified air purifiers, a three-in-one for large rooms and a tabletop for smaller spaces. These innovations, along with many more coming to market, give me increasing confidence we're focused on the right things to improve our business. I believe we can win for our consumer through innovation and marketplace execution. This allows us to return to revenue leadership, strong margins, and robust cash flow. But we know it won't be a straight line. We're making tough choices to invest in our future. We build our platform for growth and improve our financial profile through better operating leverage while we create greater competitive advantage across the portfolio. With that, I'm gonna turn it over to Brian to walk through the financial results and outlook. Brian Grass: Thank you, Scott. Good morning, everyone, and happy New Year. Today, we reported third-quarter net sales and adjusted EPS results in line with our expectations. I would like to thank our associates for their hard work in achieving our financial objectives for the quarter in what continues to be a challenging environment. Operationally, we made headway on improving our go-to-market effectiveness, leaning in on innovation for more product-driven growth, focusing on the fundamentals, and putting our brands back at the center, fully leveraging their unique strengths. Scott mentioned several new innovations in the market, and I'm excited by new launches planned for the coming year. There is renewed energy across our organization, reinforced by the culture work Scott mentioned. Our third-quarter results reflect progress towards simplifying operations, sharpening priorities, and increasing agility. But we know much more improvement is needed, and we continue to take decisive steps to position Helen of Troy for sustainable growth. On tariffs, we advanced mitigation strategies, including supplier diversification, SKU prioritization, cost reductions, and price increases. The majority of our price adjustments are now in place, but we are still navigating some parts of the market where we achieve less than full pricing realization due to stop shipments we believe are necessary to support consistent adoption of price increases by our retail partners, primarily impacting the beauty and wellness segment. We expect some residual impact from stop shipments to carry into the fourth quarter, which I will touch on later in my remarks. Year-to-date, gross unmitigated tariffs had a $31.3 million impact on gross profit, with the full-year impact expected to be in the range of $50 million to $55 million. We now expect less than a $30 million tariff impact on operating income for the full year, net of mitigation actions, up from our prior expectation of approximately $20 million, primarily driven by delayed timing of pricing realization. We remain on track to reduce our cost of goods sold subject to China tariffs to between 25% to 30% by 2026. Our diversification and dual sourcing strategies are reducing long-term supply chain risk, helping to insulate us from further policy changes or other geopolitical impacts. Turning to our results, consolidated net sales decreased 3.4%, favorable to our outlook range and a sequential improvement compared to the first and second quarters of the year. Organic net sales declined 10.8%, approximately 3.3 percentage points or $17.3 million of the organic revenue decline was driven by tariff-related revenue disruption, which includes the pause or cancellation of direct import orders from China, changing dynamics within the China market, and the impact of stop shipments referred to earlier. Home and outdoor net sales declined 6.7%. We saw strong demand for travel, technical, and lifestyle packs, strong holiday orders from brick-and-mortar retailers in the home category, and incremental revenue from tariff-related price increases, offset by softness in insulated beverageware, lower online sales in the home category, and lower overall closeout channel sales. Beauty and wellness net sales decreased 0.5%. Organic beauty and wellness sales declined 13.9%, approximately 4.5 percentage points or $12.9 million, driven by tariff-related disruption. In beauty, hair appliances and prestige liquids were impacted by soft consumer demand, competitive pressures, the cancellation of direct import orders, and lower closeout channel sales. Wellness was unfavorably impacted by lower international sales due to evolving dynamics in the China market, pricing-related stop shipments referred to earlier, and a below-average illness season. These headwinds were partially offset by a strong contribution from Olive and June of $37.7 million. Consolidated gross profit margin decreased 200 basis points to 46.9%, primarily due to the net unfavorable impact of higher tariffs and a less favorable inventory obsolescence impact year over year. These factors were partially offset by the favorable impact of Olive in June and lower commodity and product costs exclusive of tariffs. SG&A ratio increased 160 basis points, primarily due to the acquisition of Olive in June, higher outbound freight, higher annual incentive compensation expense compared to the same period last year, and unfavorable operating leverage. Lower gross profit margin and a higher SG&A ratio resulted in a consolidated adjusted operating margin decrease of 370 basis points to 12.9%, consisting of a decrease of 650 basis points for home and outdoor and 120 basis points for beauty and wellness. The declines were driven primarily by the net unfavorable impact of tariffs, higher incentive compensation expense, and unfavorable operating leverage, partially offset by margin accretion from Olive and June in the beauty and wellness segment. We incurred higher interest expense due to higher average borrowings driven by the Olive and June acquisition, higher inventory carrying costs due to tariffs, and higher CapEx spend as we make supplier transitions out of China. Higher interest expense was partially offset by lower adjusted income tax expense, resulting in adjusted EPS of $1.71. Inventory ended at $505 million, which includes $35 million in incremental tariff-related costs year over year and incremental inventory from the Olive and June acquisition, compared to $451 million at the same time last year. Debt closed at $892 million with $325 million in revolver availability. Our net leverage ratio was 3.77 times, compared to 3.54 times at the end of the second quarter. The increase in our leverage was due to lower trailing twelve-month EBITDA, driven primarily by higher tariff costs. The unfavorable cash flow and balance sheet impacts of tariffs on our outstanding debt balance. Year-to-date free cash flow was $29 million, which includes $58 million of incremental cash outflows for tariff payments and the cost of supplier transitions out of China. Now I'd like to turn to our annual outlook. We've tightened our range on the top line to $1.758 billion to $1.773 billion, with home and outdoor net sales of $812 to $819 million, compared to our previous expectation of $800 to $819 million. Beauty and wellness net sales of $946 to $954 million, compared to our previous expectation of $939 to $961 million. We lowered our adjusted EPS expectations to a range of $3.25 to $3.75, driven by less than full pricing realization, consumer trade-down behavior, and less favorable mix, higher trade and promotion expense, and the preservation of investments in our people and brands to build revenue momentum and more favorable operating leverage going forward. We expect the full-year GAAP SG&A ratio in the range of 38% to 40%. Expect a full-year adjusted effective tax rate in the range of 13.4% to 14.7%. Inventory is expected to be $475 million to $490 million at year-end, which includes an estimated $39 million of incremental costs from tariffs. Our outlook includes the ongoing impact from changing dynamics in the China market, lapping of tariff-related order pull-forward in 2025, and residual stop shipments to support consistent tariff pricing adoption. We expect modest improvements in direct import orders and select programs shifting to warehouse replenishment. Overall, we expect retailers to continue to closely manage inventories. Despite a recent uptick in flu incidents, overall incidents for the full season and upper respiratory illness in particular, are tracking well below both last year and the trailing three-season average. The retailer inventories look to be sufficiently stocked during the remainder of the fourth quarter to supply demand should illness continue to increase. Given the challenging operating environment, we expect margin pressure to persist through the fourth quarter, reflecting consumer trade-down, a more promotional environment, a delay in achieving full pricing realization, and cautious retail behavior. While we remain focused on cost control, we are preserving key strategic investments in support of our people, new product innovation, stronger brand loyalty, and better commercial execution. As we transition back to growth mode, we expect to have a bias towards revenue improvement over cost reduction in order to recapture our operating leverage. Before I conclude my remarks, I want to direct your attention to the investor presentation posted to our website, which contains additional information and perspective on our third-quarter results and our outlook for the remainder of the year. And with that, I'll turn it back to the operator for Q&A. Operator: Thank you. We will now conduct a question and answer session. If you would like to ask a question, you may press 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. We ask that you please limit to one question and one follow-up question and requeue for additional questions. Our first question is from Rupesh Parikh with Oppenheimer and Company. Please proceed. Rupesh Parikh: Thanks for taking my question. So I guess just going back to some of the top-line trends and the performance of your brands, it's helpful color in terms of the brands that are actually growing. But just curious, as you look at some of the declining categories, where there's beverageware, hair appliances, etcetera, where you are with, you know, in the progress and turning around these brands? Scott Azel: Good morning, Rupesh. Yeah. Thank you. Good question. First, yeah, we are very encouraged by our results on the brink green sheet brands like Osprey, Olive and June, OXO, Braun, and Pure. They continue to meet and exceed our internal expectations. We have work to do in the area that you identified, and we are focused on that. Everything from innovation on bringing new products to markets that are in the kitchen or kinda in the lab as we speak. Making sure we've got the right commercial triangle in place, which is a combination of marketing, operations, and commercial excellence. And then making sure that we're providing the right resources to the right opportunities that are gonna create the right value. So, that's our methodical approach. We feel very confident in the work that we're doing. As we said in kind of our pre-recorded remarks, our performance will not be a straight line. Some of our brands will move at a much faster rate. The ones that you identified, we're working on aggressively. Rupesh Parikh: Great. And then I guess my follow-up question just to help frame, you know, where we are right now. So as, you know, as you look at your earnings guidance this year, is there any way to say whether you believe that maybe that's the bottom in earnings power? I don't know if there's any insight at this point or is it helping us frame how to think about next year and whether we can take this year's guidance as maybe a baseline to build upon? Scott Azel: Yeah. What I'd say is this, and I'm definitely gonna let Brian opine on it, maybe more specifics. The bottom line is this company's done probably a pretty good job of trying to get its cost structure in place the last several years. But our focus right now needs to be around growth, and that means we gotta invest in innovation, brand building, and marketplace excellence in terms of how we execute. And that's what you're gonna see we're investing in in quarter four. As well as we talk about our long-range plan, which you'll see the first big steps in FY 2027. It will be about growing the top line responsibly but growing the top line and making sure our brands are winning. As well as managing against our earnings power. Brian, anything to add? Brian Grass: Just a little bit to say. We're shifting our focus to revenue improvement versus cost reduction. And we think the benefit of operating leverage is gonna be greater than any benefit we can get from trying to just purely cut costs. You know, that takes a little bit more time, but that's a much more effective and sustainable strategy, and it's gonna be better for the long-term health of the business. So we're making a bit of a pivot. Hopefully, you can hear that. And our focus is gonna be on revenue improvements and revenue growth first and then, you know, growth and profitability will come after that. Rupesh Parikh: Great. Thank you for all the color. I'll pass it on. Our next question is from Bob Labick with CJS Securities. Please proceed. Bob Labick: Good morning, and happy New Year. Thanks for taking our questions. Scott Azel: Hey, Bob. Hey. Bob Labick: So, you know, one of the focuses one of the key things you're focused on is the, you know, return to consumer-centric innovation and, you know, obviously, you've had that in the past. Maybe, you know, was it deemphasized? Why was it deemphasized as kind of part of the question. Then the next thing is how long does that take? And so, like, you know, when should we see, you know, that reemphasis translate into the top line? Because as you said, your scorecard's gonna be returned to revenue growth. And the shift back to consumer-centric. How does that play out? What are you actually doing more specifically now than you didn't do last year, and how long does it take to flow through? Scott Azel: Bob, this is Scott. Good question. I can only give you a headline on the past because I wasn't here. But, you know, the bottom line, you know, I've seen companies go through different transitions. Some they think that they can that brands are in a better place than they are or they can misread the market I don't know. But I know this going forward that if I've traveled the globe, and I spent time with teammates and I've analyzed our brands, that, you know, we have a 30% to 40% of our portfolio that has innovation and opportunity to grow faster, going to invest in them as we speak, and you'll see the benefits of that in quarter four as well as in FY 2027. Have a number of our brands in our portfolio that have been underinvested in, have not been organizationally set up for success, have for whatever reason missed the mark on the consumer, that we're working on the renovation steps as we speak. To get them in a position to bend the curve. Bend the curve means to stabilize the business, as we go into FY '27 and grow further in FY '28 and beyond. But the net is we would expect that you're gonna see an improvement in our business quarter four on as we go forward as we come through and talk about our FY '27 plan. But the key is, as Brian said and what I said earlier, is there is a bias towards healthy brands and growing and winning in our categories first. And also then delivering value as we do that. Bob Labick: Okay. Great. And then, you talked about a bunch of, you know, I guess, new releases and I'm looking at the investor presentation right now. Can you maybe focus us on a few of the major releases or milestones of, you know, of key brands that should, you know, be more meaningful than not. So, you know, things for us to judge on success next year and not trying to, you know, pin you to a quarter for return to growth, but just really what are the kind of, you know, big releases that you think should move the needle and we can watch in 2026, calendar '26? Scott Azel: Yep. Bob, as you know, I can't speak on, you know, a specific future, innovation that's not out in the public domain. But what I can say is brands like Osprey, Olive and June, Braun, OXO, just like the performance we've had in the most recent quarter, we expect that to continue. And as we funnel resources to these brands that I believe do a lot more now, you're gonna see a lot more acceleration against them. I don't know if I'm really getting to your question of, like, a very specific launch. That's happening in the future, but that's our focus. I don't know, Brian. Yeah. I can add a little in without getting too specific. Brian Grass: I mean, we have things teed up in Hydro Flask that allows us to play, as you and I have talked about, Bob, kind of in, you know, the areas where we wanna reach the consumer, but we believe it's right for Hydro Flask to play in. And it's not all areas, but we have a strategy there. We're excited about that. We have some category adjacency plans. It's Hydro Flask too that we're excited about, and those will be coming out soon. You know, in the brands that Scott didn't mention where, you know, we've got more green shoots, we've got exciting innovation going on there, and that includes Pure. That includes Vicks, and that includes Honeywell. So, you know, the point I'd like to make is innovation wasn't lost in all of our businesses and all of our brands. We had brands that were doing that well, Osprey, OXO. And Olive and June, some of the others, but it was a little bit lost in some of these other brands that we're talking about. And we have strong plans and strong innovation in the road map that is already in the process of being developed. And so it's not like we're starting today on those development plans. They're well underway, and they'll be coming out soon. And it's, you know, it's the accumulation of all of them. There's not, like, one big launch that really does it. It's really making sure that all your businesses have it and have a strong pipeline so that there's no gaps. Just had a little bit too much of gaps in the past. Bob Labick: Okay. Got it. Thank you very much. Operator: Our next question is from Peter Grom with UBS. Please proceed. Peter Grom: Thank you. Good morning, everyone. So two questions for me, and I'll just start with this. But I guess I was just hoping to get some perspective on what you're seeing from a category standpoint. I think there's a lot of cross currents that are driving the top-line trends that we are seeing in your results. If you strip out all of the noise, do you have a view on kind of where underlying demand in your categories is trending today? And then I guess just looking ahead, there seems to be some optimism on the U.S. consumer, tax refunds, etcetera. So just kind of curious do you think that some of these things could drive some sequential improvement in category demand following what's been, you know, very challenging few years here. Scott Azel: Well, I'll take the first stab, Peter. First of all, absolutely. When I step back, from the standpoint that, even in the most challenging times, brands that have tight brand propositions, relevant innovation, and connect with the consumer, meeting them where they are, have a way to continue to win. And like brands like Osprey, Olive and June, OXO, Braun, Pure, in our portfolio. You know, they will do well or when the consumers are in a better place. The other brands in our portfolio that have not performed over where they need to be, they have nothing but upside opportunity to bend the curve through better innovation, more focused storytelling, and an organization set up that enables them to be close to the consumer and execute with excellence. Which today we're not doing and we will do better. You'll see that a little bit in our outlook on Q4 of why we're not pulling down our revenue. But you're also gonna see that as you look at FY 2027, what we expect going forward in terms of improving our performance from a top-line standpoint on a broader range of brands beyond the ones we have today. Brian Grass: I'd just add, Peter, that I think, you know, the question you're asking is a good one, but it's hard to answer. Like, in the moment, there's a lot of things in the market related to higher pricing, price increases, and things like that. And, you know, the consumer has been resilient up until this point. I think the key is how will they respond to kind of this next phase of inflation and pricing in the market, and we'll have to wait and see. But we have plenty of category growth in some of our categories. We have some that are decreasing, but we also have plenty of them that are increasing. And so we're gonna lean into that. Peter Grom: No. That's super helpful. And then I guess just a follow-up on just kind of the 4Q outlook and just kind of the big divergence on the bottom line versus the prior outlook? Because Scott, to your point, the sales are kind of in line with your prior outlook. So can you maybe speak to the moving pieces where things are playing out differently than what you would have expected? And I guess this is maybe asking Rupesh's question differently. Know we'll get 27 guidance enabled. But I guess, would you say there's a 4Q dynamic is more one-time in nature? Or are there things investors should be extrapolating, you know, from this leisure exit rate out to next year? Scott Azel: I'll take the first part and let Brian opine on it. First of all, as you look at Q4, I think of it like kind of a wedge. This is the beginning. We want to invest in our brands for growth. I want the word growth to be a part of what we're about, and it's responsible growth. And what we're doing is we believe that we can grow the top line if we make the investment against new product innovation, better storytelling, getting our organization with the consumer at the center, we can bend the performance. And you're gonna see a little bit of that in Q4, and you'll see a lot more of that big steps forward as we go into FY 2027. But, you know, as far as outlook long term, of course, we're not ready to publish that. I don't know if Brian can share any more color or texture to that. Brian Grass: I can give you some good perspective on Q4 and then, you know, give you some dimensionality of how to feel about going forward from that. And I just say to tag on to what Scott was saying, you know, our conclusion is more of the same. It's gonna get us where we wanna go. We've been trying to cut our way to better performance over the last two to three years, and it's not sustainable. And we're at a point where it's gonna be very difficult to continue to do that. We're shifting our focus to revenue improvement versus cost reduction. To get better operating leverage. That's gonna take more time. And I think in the short term, you're gonna see more pressure on the bottom line as we look to lift the top line. And then once the top line is lifting, it makes solving the bottom line much easier and much more healthy. With respect to the fourth quarter in particular, there's a slide on Page 14 in the investor presentation, which will give you an illustration. The main driver in the change is really unfavorable pricing realization. So in the third quarter is when our pricing was really implemented. And compared to our original expectations, we did not achieve we've got basically leakage versus what our original expectations were both in realization of the price increase margin that we wanted to gain and stop shipments that we're in the process of implementing to enforce uniform pricing adoption. And we think that's crucial in getting price increases to stick. They have to be uniformly adopted. Otherwise, it doesn't work. And the other thing I'll note is that pricing leakage drops straight to the bottom line. It has so it has an outsized impact on the bottom line versus the revenue impact. And so be aware of that. We also built in the expectation of higher consumer trade-down because we are seeing that. And a less favorable mix. We and I mentioned some of this in my remarks. We also assume higher promotion expense and margin compression as we look to tighten up our balance sheet. And really get our inventory levels in the right place. And we expect that to occur in the fourth quarter. And then the last point I'd make or last two points, while we believe overall retail inventory is healthy, there were a couple areas where we had inventory that was higher than we would have liked. And so we built in the assumption that that's gonna rebalance in the fourth quarter. And then the last point is we're preserving key investments in our people, innovation, and brands. And actually want to reinstate some of what we cut in the first three quarters of the year. And so we're gonna make those choices for the fourth quarter so that we can get to this revenue improvement, you know, and better operating leverage as we go forward. So that's a little bit of and I would say, look. There's gotta be some continuation of investment back into growth as we go to fiscal 2027, but we're not prepared to give you anything specific with respect to fiscal 2027 at this time. Peter Grom: Okay. That's helpful. And lastly, maybe just quickly, you know, a lot of focus on this call around the top line getting these brands back to healthy levels of growth. And so, Scott, I'd kinda be curious as you've kinda dug in and started to study this business more over the last several months. Is portfolio optimization part of that exercise? Or do you kind of see the same opportunity across the entire brand portfolio? Scott Azel: Yeah, Bob. Great question. You know, I'd say this. We're always, you know, as we do our strategic review let me back up. You know, I've been here four months. I focused on four areas that I think about the last four months. And one of which has been job one, which is kind of what how do we get their aspiration looking out for the future? And then what are our big steps in FY '27? As a part of that process, which we kicked off in the last thirty days, which you'll see more of it in the coming months, is looking at our portfolio, but fundamentally, as I talked about earlier, we have 30% to 40% of our brands that have, you know, upside opportunity given investment and given the right focus. And we're gonna kinda step down on them, step down in a good way, push them forward, then we have a number of our brands that we have to evaluate what is the right model going forward. How do we invest, what's the right operating model. There's so much opportunity there. And then, like, any company, we're always gonna be evaluating our portfolio over the next, you know, as we look at our strategic plan, on what brands are best fit and which ones don't. But at this point, I don't have any specific answer on that. Bob Labick: Great. Thank you so much for all the color. I'll pass it on. Our next question is from Susan Anderson with Canaccord Genuity. Please proceed. Susan Anderson: Hi, good morning. Thanks for taking my question. Maybe just a follow-up on the innovation front. I guess, I was curious are there certain areas such as, you know, maybe the most underperforming areas that you're gonna touch first, or is this something where you're just kinda gonna touch all areas of the portfolio? And then in beauty, I guess, you know, that industry obviously has seen growth the entire time. So just kinda curious what you think kinda went wrong there and what you need to do to kinda turn Drybar around whole on the liquid side and fixture side. And then I'm not sure if I heard, but did you say how Pearl Smith performed in the quarter? Thanks. Scott Azel: Yeah. First of all, yep, Susan, thank you. From an innovation standpoint, we can't run at every innovation equally. So if we just cannot do that, we've gotta be really smart about it. And we have several brands that I would say today, can do a lot more, can grow a lot faster with the right level of support. And we're gonna make sure as we go in FY '27 that they get what they need. And then we have a number of brands that call that are in the post phase of renovation that need work. Any work from everything on getting sharp on the consumer, sharp on the product pipeline, sharp on the structure to support the brand in the marketplace. And we're gonna do that work. So as I expect our growth curve going forward to be not a straight line, we're gonna have parts of our portfolio growing very at a faster rate, and then some parts, we're just trying to stabilize. We go into FY '27. Specifically around beauty, we've got an opportunity. We got we got some work to do in that area. And I can tell you this, the team is on it. They've gone through a big reset moment in the last twenty-four months. FY '27, we should see some improvement, but it'll be much more around stabilization and clarity of future than being in the green bucket of high growth, which we're getting from things like Olive and June. Osprey, and Braun, etcetera. I don't know, Brian, you have anything you wanna add. Brian Grass: I just say on Pearl Smith's, I mean, we're not giving that level of detail. Pearl Smith didn't have the best quarter in terms of our shipments in the quarter, but I wouldn't say that's indicative of the health of that business. Susan Anderson: Okay. Great. And then maybe just a follow-up. I guess, if you could talk about kinda how you're thinking about your leverage. I guess, where would you like it to go longer term? And, I guess, you know, I guess, how long do you think it would take you to reach that goal? And then maybe just a follow-up on, you know, kind of the portfolio and potentially rationalizing some of it. I guess, do you think there's opportunity there maybe even to help pay down quicker some of your leverage? Thanks. Scott Azel: Yeah. I'll take the first step, and Brian can step in. You know, in addition to I know you've growth, which I fundamentally think is a job one for Helen of Troy, and we have that opportunity against our brand. In addition to that, going as you'll hear in our plan forward, getting our balance sheet healthy and driving operational efficiency will also be kind of an in tandem strategic priority for us that we're gonna be focused on. I'll let Brian talk more about the leverage ratio. But specifically around the portfolio, I mean, just I've been doing this world of kinda running portfolios of brands for many years and always reevaluating the portfolio mid, short, mid, and long term. And I'd say in the short term, you know, we're gonna be focused on how do we bend the curve and improve our performance from our green brand and through and as well as our renovation brand. I think midterm and long term, we'll be looking at what is the right portfolio for Helen of Troy, and how does that create the long-term value for the company. We're not at a position today to or I'm not I'm not holding back right now that I have a specific specific brand and I'm like, oh, it shouldn't be there because we're doing the hard work of saying, how do we drive the right strategic plan for the company? And we're just not there yet. But, it's definitely something we will be considering and that she will wrestle with as we do the work. Do you have anything you wanna add on the leverage ratio piece? Yes. Sure. Go ahead. Go ahead. Let's turn it over to Brian. Brian Grass: Yeah. I just say, look. We have a base plan that we feel really good about in terms of our leverage and our ability to bring leverage down. We've got a big opportunity to tighten our balance sheet and make it more productive. We've been working on that, and we're gonna double down on that area of focus. That's you heard some of my comments earlier about inventory. We're gonna tighten up our inventory, which will produce a lot of cash, and we're gonna put that to work to pay down the debt. We also have some longer-term assets that we can look to monetize and we can consolidate from three distribution centers to two. That's gonna take a little time, but that's on our mind. So I would say that that's the base plan and plan A that we're kinda working first. But as Scott said, we're always, you know, thinking about divestiture, and I'll tell you, we get inbound interest on some of our brands. You know, on a regular basis. I think our focus is more on the plan A at this point while we're maybe thinking about and working on the plan B of divestiture. Divestitures are very distracting. They take a lot of work, and you can put all that work in and to the end, and you don't get the value that you're looking for. And you may not be successful. We have to be very choiceful about the ones that we're going to invest that level of work and time into. And I think Scott needs time to build his growth strategy and really look at this. And then once we've done all that and done that assessment, then I think we're better prepared to say we wanna focus on, you know, x, y, or z. So that's how we think about it. Susan Anderson: Okay. Great. That was very helpful, you guys. Thanks for all the details. Good luck in the New Year. Operator: Thank you. Our next question is from Olivia Tong with Raymond James. Please proceed. Olivia Tong: Great. Thanks. Good morning, and happy New Year. Based on the innovations you're planning for next year, do you think you find a revenue rebase in FY '27 or perhaps when do you think you can omit the commentary around the recovery not being linear? I know it's unlikely you'll provide a lot of building blocks for fiscal '27, but there are quite a few exogenous issues that hit this year. Both on revenue and profitability, most notably, obviously, the tariff hit. So what are the incremental hits that we should be thinking about after tariffs begin to enter the base in the late spring? Brian Grass: Yeah. I mean, Olivia, the first part of your conversation was, you know, kinda when do you think we'll inflect on it from a revenue perspective, and I wanna address that. And I think Scott, you know, can also address a piece of it. But then I think you're also saying, look. You had some exogenous headwinds during the year that you don't have to repeat as you go into next year, and I would agree with that sentiment. We had a lot of disruption in our revenue, you know, related to tariffs and direct imports and China dynamics. That is stabilizing. We still have work to do to ensure that we can recover all of that revenue base as we go into next year, and I'm not making a commitment on that at this point. We're doing the work, and we're trying to recapture all that revenue. And I think it's definitely no matter what. It's a definite building block year over year because we already know that some of that's back in our base. But whether we can get all of it is still an open question. So I, you know, I can't tell you to what extent at this point, but it's a work in process. And, yeah, the tariff situation is better. I think the hopefully, what you're hearing from our commentary though is that benefit that we're gonna get from things like tariff stabilization and they reduce the rate, and, you know, we now have pricing in the market. They're even talking about refunds potentially with the Supreme Court. We wanna put that back into the business to make sure that we have steady, consistent, reliable revenue growth. And then I think the algorithm on the profit improvement comes in. But that's gonna take a little bit of time. We're gonna focus on revenue first. We get that strong. Everything else kinda takes care of itself. But I don't expect that immediately. We gotta get the revenue back first, and then we're gonna two-step it to the profit. Olivia Tong: Got it. Maybe if I could double click on that about what you think is a potential steady-state operating margin for the company. Do you think you can get back to double-digit EBIT margin over time? If so, what sort of needs to happen to get there and what's your view on timing of that? Brian Grass: Yeah. I do think we can get back to that. But, again, hopefully, it we're not gonna time warp back to margins from three years ago. That's not the way it's gonna work. We're going as we get to revenue improvement first, then revenue growth, then we'll use the operating leverage to have some kind of an algorithm that delivers on profit growth to a degree, but we're gonna over-index on the revenue piece of it. So I don't wanna give you a specific margin at this point, but what I will tell you is we will once we get back to revenue growth, we will have an algorithm that produces margin expansion. And, you know, if it's two points of revenue growth, then it's probably 20 bps of margin expansion. If it's five points of revenue growth, maybe it's 50 points of revenue expansion. But just to be clear, that's a couple steps away. We have to get to revenue improvement first, then consistent revenue growth, then we'll focus on margin expansion. Olivia Tong: Got it. Thank you. Operator: We have reached the end of our question and answer session. I would like to turn the conference back over to management for closing remarks. Scott Azel: Thank you very much, everyone. With renewed enthusiasm across the company, we're ready to leverage our portfolio and return to sustainable, profitable growth. Our path to our aspiration is becoming clear. This leadership team is determined to show sequential improvement across our business in the coming quarters. We will do this by staying focused on our North Star, which is keeping the consumer at the center of everything we do. By realigning our commercial triangle of product, sales, and marketing, we are reinvigorating brand building and strengthening retail operation execution. Our teams are energized. We're ready to fully leverage our diverse portfolio of leading brands to get us back to a path to growth. Thank you for participating today. We look forward to speaking with many of you at the ICR conference and the virtual CJS conference next week. Have a good day. Operator: Thank you. This will conclude today's conference. You may disconnect at this time, and thank you for your participation.
Operator: We'll now begin the LY Corporation financial results briefing for the second quarter of fiscal year 2025. Thank you very much for joining us today. We will be referring to the financial results presentation available on the LINE and Yahoo! LY Corporation website. During today's session, we kindly ask you to follow along with the material. Joining us today from LY Corporation are Mr. Takeshi Idezawa, President and CEO; Mr. Ryosuke Sakaue, Executive Corporate Officer, CFO; Mr. Yuki Ikehata, Corporate -- Executive Corporate Officer, Corporate Business Domain Lead; Mr. Makoto Hide, Executive Corporate Officer, Commerce Domain lead; Mr. Hiroshi Kataoka, Executive Corporate Officer, Media and Search Domain lead. First, Mr. Idezawa will provide an overview of our financial results for the second quarter of fiscal year 2025. Following his presentation, we will hold a Q&A session. The entire briefing is scheduled to take approximately 1 hour. We will be live and streaming this session. If there is any distortion or inconvenience in the video or audio, please try alternate server link. Takeshi Idezawa: This is Idezawa of LY Corporation. First, before explaining our financial results, I would like to comment on the system failure caused by a ransomware attack that occurred at our group company, ASKUL Corporation on October 19 and the partial leakage of information held by the company. We sincerely apologize for the significant concern and inconvenience caused to our customers who use our services as well as to our business partners. The details regarding the damage potential information leakage and recovery status have already been communicated by ASKUL. The company is continuing to work closely with external experts prioritizing a safe and prompt restoration of systems while investigating the cause and confirming the scope of impact including any personal data. LY Corporation is fully cooperating with all recovery and investigation efforts. As the parent company, we take this matter seriously, and are committed to restoring the situation and preventing recurrence and strengthen the information security framework across the entire group. Now let me explain our second quarter financial results. Please turn to the next page. First, here is an overview of the second quarter results. Consolidated revenue was JPY 505.7 billion, up 9.4% Y-o-Y. Consolidated adjusted EBITDA grew 11.3% Y-o-Y to JPY 125.4 billion showing solid profit growth. Additionally, progress in AI agentization and the expansion of LINE Official Account and Mini apps are progressing smoothly, preparations for the LINE renew are also steadily progressing. Home tab refresh scheduled within the year. We will now proceed with the explanations in the order of the agenda you see here. First, the consolidated company-wide results. Next page, please. These are the results for the second quarter. Although consolidated revenue was slightly behind the guidance due to the decline in search advertising revenue, adjusted EBITDA and EPS are on track with the guidance. Next page, please. These are the consolidated performance trends, driven by the growth of PayPay consolidated and progress in efficiency improvements at LY Corporation, adjusted EBITDA grew 11.3% Y-o-Y, achieving double-digit profit growth. The margin also improved year-on-year. Next page, please. These are factors of change in consolidated adjusted EBITDA. Although expenses increased, revenue growth in the Strategic Business and Commerce Business outpaced the expense increase, resulting in a year-on-year increase of JPY 11.7 billion in adjusted EBITDA. BEENOS and LINE Bank Taiwan have been fully consolidated since the second quarter with the 2 companies contributing JPY 900 million to adjusted EBITDA. Next page, please. This is consolidated total advertising-related revenue. This quarter, commerce advertising achieved double-digit growth driven by increased transaction value and the total ad revenue grew by 2.4%. Next page, please. This is consolidated e-commerce transaction value. Domestic shopping transaction value grew 13.1% year-over-year, supported by last-minute demand ahead of the discontinuation for awarding points for hometown tax donation program. Reuse saw year-on-year growth of 15.7%, driven by Yahoo!'s lead market growth and BEENOS contribution. Next page, please. Regarding the upward revision of the dividend forecast, we conducted share repurchase during the first half of the current fiscal year and the cancellation of these shares was completed on September 3. Consequently, as the number of shares eligible for dividends has decreased, the annual dividend has been revised upward from JPY 7 to JPY 7.3. Next page, please. This is on progress on the LINE app revamp. The renewals of the talk, shopping and wallet tabs have been rolled out in phases since September. Home tab renewal is scheduled to make a test release this year. Next page, please. This is on optimization of management resources. Firstly, on human resources, we are reallocating to growth areas such as AI agents, which will be explained later, Official Accounts and MINI Apps. We will reallocate our human resources so that by FY 2028, 50% will be allocated to growth areas. We will reduce the fixed cost by JPY 15 billion by the end of fiscal year by 2026 and build a leaner financial structure. Next page, please. From here, I will explain the financial results by segment. Next page, please. First, the Media Business. Although both revenue and adjusted EBITDA declined, continuous cost-saving efforts are yielding results, leading to improvement of adjusted EBITDA margin on Q-on-Q basis. This is performance analysis of the Media Business. While search advertising revenue contracted, growth in account advertising drove an increase in total advertising revenue. Next page, please. Account advertising continues to perform strongly in both the number of paid LINE Official Accounts and pay-as-you-go revenue. As this is an area we are strengthening alongside MINI Apps, we will provide a more detailed explanation of future strategies and initiatives later. Next page, please. Next, the performance trends for the Commerce Business. Second quarter revenue reached JPY 216.6 billion, a year-on-year increase of 7.2%. Adjusted EBITDA was JPY 33.3 billion, although profit declined due to increased promotional expenses related to the hometown tax donation program, the decline narrowed compared to the previous quarter. Next page, please. Performance analysis of the Commerce Business. The business as a whole is expanding steadily. In addition to the full consolidation of BEENOS, Yahoo! Shopping and subsidiary growth contributed to increased revenue. Next page, please. performance trends for strategic businesses such as payment and financial services. Revenue continued to be driven by PayPay consolidated, reaching JPY 109.7 billion, a year-on-year increase of 35%. Adjusted EBITDA also continued to grow, reaching JPY 22.9 billion, an year-on-year increase of 52.1% with margin remaining at a high level. Next page, please. Performance analysis of strategic businesses. Payments and financial services are both growing steadily. Furthermore, the full consolidation of LINE Bank Taiwan contributed to increased revenue. PayPay consolidated business overview. Each service is growing smoothly. Our number of payment per user and unit price, those KPIs are progressing smoothly. As a result, consolidated sales has increased Y-o-Y, plus 30.4%. Consolidated EBITDA was more than doubled. So the second quarter showed a significant strong growth. Next, from here, I will explain our key strategy going forward. Next page, please. As our company-wide key strategy, we will advance as 2 wheels that agentization of all services and the enhancement of Official Account and MINI Apps. In agentization for the 100 million users using our services, we will provide services like search, media, finance and commerce more conveniently via AI agents. And for corporate clients such as businesses, companies, stores and brands, we will provide customer contact points and business support function through our function enhances Official Accounts and MINI Apps by improving the value provided to both users and clients and by seamlessly connecting both via AI agents, we will realize new service experiences and expansion of revenue opportunities. Please turn to the next page. First, regarding our initiatives for AI agentization. First, our goal is daily AI agent used by our 100 million users in Japan, aiming for 100 million DAU. Currently, in October, DAU for AI services is 8.6 million, especially AI answers on Yahoo! JAPAN search and LINE AI Talk Suggestions are used frequently and user numbers have begun to expand. Also for AI Talk Suggest, user billing has started and monetization efforts has also begun. Going forward, we will promote AI agentization of each service and aim to expand users. Next page, please. Next, regarding the enhancement of OA, Official Account and MINI Apps. But before talking about the specific initiatives, I'd like to explain the structural transformation of the Media Business. Earlier, I explained the revenue decline in search advertisement in the Media Business, while steadily bolstering the conventional search and display advertising businesses, we will achieve sales and profit growth by further growing OA and MINI Apps where we can provide our original value. Over the next 3 years, we will increase the share of high gross margin OA and MINI Apps to about 40% and aim for an adjusted EBITDA margin of 40% to 45%. First, regarding the performance of OA, Official Accounts in Japan over the last 3 years, our track record, the number of paid OAs improved by a CAGR of 14% and ARPA also improved. And as a result, OA revenue also grew 16% annually on average and sales have grown to the scale of JPY 100 billion in Japan and JPY 140 billion, including global. Please turn to the next page. On top of this OA growth foundation by further building a MINI App platform and adding a SaaS-like store support solutions, will create a multilayered revenue structure and aim to double sales in 3 years. This fiscal year, as I mentioned, doubling the JPY 140 billion to JPY 280 billion. In this fiscal year, we will first focus on expanding MINI Apps based on OA and launching the SaaS business. Important KPIs for the revenue models of each areas are shown in the lower section of this page. MINI Apps are -- our scale expansion is very important for KPIs in the growth phase. In OA SaaS, we set ARPA improvement as KPIs. But we think these KPIs as leading indicators to monitor our business goals. Next page. Let me explain structurally. First, there is an OA, Official Account as a base. Currently, there are 1.3 million active Official Accounts used in Japan, in which number of paid Official Accounts are 310,000. We see the target accounts for future expansion such as businesses, companies, stores and brands at about 5 million. So we can still grow the number of OA accounts, and we will also further increase the ratio of paid accounts. The second layer, MINI Apps to OA using companies and stores, we will propose a customer contact point via MINI Apps, expanding MINI Apps numbers, growing users and creating businesses like payments and ads within them. The third layer is SaaS solutions, developing specialized support for high affinity industries like Store DX or reservations, aiming to raise ARPA. Service launch planned for 2026 first half. And we'll have more new solutions at the right timing when we can introduce them to you, we will. We will provide services more broadly and deeply and provide a deeper solution via SaaS by industry to expand our sales. Finally, regarding the recent growth of MINI Apps, as you can see on the left-hand side graph, number of apps has increased by 1.5x and the number of users has increased by 1.6x, steady growth. And we are strengthening our sales structures. We are enhancing proposal to bigger companies and installation at large enterprises like these are beginning. As you can see, and as a measure to strengthen inflow, we are leveraging LINE touch, which allows users to instantly launch MINI Apps at stores and the LINE apps revamp focusing MINI Apps will also begin. So we will further expand both the number of apps and the users and build a situation where businesses like advertising payments that can be provided. Let's turn to the next page. And finally, a summary of the Q2 financial results. Sales and profit expanded steadily. Our company performance was -- experienced a solid growth. Going forward, centered on AI agentization and Official Accounts and MINI Apps, we will accelerate the growth. We will promote AI agentization across all services, offer AI services to 100 million users and create new value. Also, we will enhance OA and MINI Apps. And while transforming the media portfolio, we will achieve growth and improved profitability. This concludes our Q2 financial results explanation. Thank you very much. Operator: We would like to now begin the Q&A session. [Operator Instructions] First from Goldman Sachs Securities, Munakata-san. Minami Munakata: I'm Munakata from Goldman Sachs. I have 2 questions. My first question is on search ads. In the first quarter and also in the second quarter, the impression I got is this business is quite tough. The degree of toughness, is it correct to understand that it's the extension of the first quarter? Or are there any additional reasons? And on search ad, what would be the realistic guidance towards the second half? That's my first question. Ryosuke Sakaue: Thank you for the question. I am Sakaue. I'm the CFO. Let me reply to your question. Second quarter year-on-year is worse compared to Q1. One of the factor is one major client budget allocation was weak, and that continued into the second quarter. And in addition, in other clients, the budget reduction happened. This I'm referring to large EC companies in Japan and vertical companies declined, and that can be called additional from Q1. So that was the additional factor for Q-on-Q deterioration. And Q3, Q4, I think the degree of negative -- negativity is same as Q2. For Q3 and Q4 as well, that is our forecast. Minami Munakata: I have a follow-up question. There are other clients with quite reduction. Is there any structural reason such as shifting in-house or revisiting ROI of advertising? Is it more of an economic trend? What is the nuance? Yuki Ikehata: This is Ikehata. Let me reply to your question. This is Ikehata. I would like to add some more comments. In addition, there were some industry -- well, in addition to prior quarter's reduction trend in other industry, partially, that is -- there was a reduction in ad spend for search ad. The concept of ad placement, I don't think that is such a reason. But overall, LINE Yahoo! search ad performance is being monitored and the advertisers operate. So based on that, there is -- there was a decline in ad placement. We will continue to work on the performance improvement of search ad, and that would lead to getting these customers back. So rather than any unique circumstances, we are to continuously work on performance improvement of search ad. Minami Munakata: I understood fully. Another question is on MINI App. This time, various figures were presented and outline was explained, and I was able to learn. Thank you very much for that. The portfolio shift -- this chart has been shown. Just to reconfirm display and search, basically, it's very difficult to grow these areas. Is that the assumption you are setting? And JPY 140 billion to be expanded to JPY 280 billion, that has been rather difficult. And what is the pathway you envision? For example, from the first half of 2026, you're going to start SaaS service. So from the second half of next year, do you expect the sales to accelerate? Takeshi Idezawa: This is Idezawa. Let me answer your question. Display, search, naturally, the measures to revamp or to boost them, we are taking measures. And also thanks to the organizational change that we have implemented, we are able to implement activities to work on recovery. But structurally speaking, I don't think this is an area where we can expect high growth rate. So from that perspective, we will support the baseline for the display, search. And then apps will drive the growth. And we have the target of Official Account doubling and CAGR-wise, it has been 16%. And so we have this growth of OA, Official Account as a basis. And to add on top of that, we are going to provide MINI Apps and SaaS services. So we will be pursuing the target by having breakdowns or compositions in mind. On MINI App, it's not a linear growth, but when we have a certain number of clients, then we can expect a significant activation. So the MINI App platform will be stronger in the later half. And then that would be the overall picture. Operator: Next question from SMBC Nikko, Mr. Maeda, please. Eiji Maeda: This is Maeda from SMBC Nikko. I have 2 questions as well, please. I'll be recapping the previous comments regarding search linked ad. Together with popularization of GenAI, the negative impact to queries. And when I look at the performance, some of the clients looks like ad placements are declining in numbers. So because of this GenAI, the performance is having a negative hit on the flip side. If you could please share more on the recent trend? And also for the market, we -- there is still a concern that GenAI rise can be a negative for a search-linked ad. If you could please share your outlook, that would be great. Ryosuke Sakaue: Thank you, Mr. Maeda. Sakaue, I will start, then possibly Kataoka will follow up. At the moment, Yahoo! Search, 10% of query comes from AI search. And at the same time, the answers from AI search are business query where there is no opportunity for search-linked ad, like questions and answers. Those are the search keywords that we get. So it doesn't have much impact to our revenue and profit making. But at the same time, mid- to long term, regarding those business query, I would think that the there will be more use on use of GenAI. So media and search, we expect the next 3 years to be flat plus extra. Hiroshi Kataoka: This is Kataoka speaking. As Sakaue mentioned, number of queries for search have not resulted in significant decline in the number of queries. There is no major time shift in the search trend. And ad performance itself hasn't deteriorated. So within this big global trend, there's more use cases from GenAI are increasing. And I'm sure more of our clients companies are considering to further use GenAI. We believe that there will be opportunity, the monetization business opportunity when it comes to GenAI-led search as well. So we are considering various different means to monetize. Eiji Maeda: Second question, regarding Commerce Business. In second quarter, each services growth on the Page 8. Regarding Yahoo! Shopping, the hometown tax, I wonder how much of that impact is included. I wonder in the second half, there can be a significant decline in the growth as a reversal factor. And if you exclude the BEENOS impact, what is your true growth opportunity? So the growth in the cruising pace and growth from a one-off reason, if you could please share for the results in the first half and what you expect for the second half, please? Unknown Executive: Okay. Sakaue would share some figurative indication then -- and I'll have my colleague, Hide to provide additional information. And regarding Yahoo! Search -- sorry, Yahoo! Shopping, for second quarter, the growth was about 19%, 1-9, so quite significant. And hometown tax, late high single digits, mid-single digit to high single-digit growth. And for Reuse, this includes Yahoo! Auction, Yahoo! Flea Market and BEENOS as to be about 15% growth. So excluding BEENOS, we do have mid-single-digit growth. Second quarter has this last-minute demands for hometown tax. So that led to this significant growth rate. Makoto Hide: This is Hide to provide additional information. Regarding Yahoo! Shopping, a significant impact from hometown tax. This is something that was happening at the end of the year in December time. So it's a front-loading of that demand now. Compared to the last year, Q3 growth rate will be stagnant, will slow down. For Reuse, excluding BEENOS, I do see the trend continuing. In other words, Yahoo! Auction growth is quite steady and Flea Market is growing significantly. So when you take the weighted average, our growth is mid-single digit. I would think that for the second half, we can expect a similar growth, and we'll have a synergy, as you can see on the right-hand side, to have a more significant growth in the midterm. Operator: Next, Okumura-san from Okasan Securities. Yusuke Okumura: This is Okumura from Okasan Securities. Can you hear my voice? Unknown Executive: Yes. Yusuke Okumura: I have 2 questions. On Page 26, you have been explaining on the account ad and MINI App expansion and double the sales from this, I would like to reconfirm Official Account, the platform part based part, the assumption is the current growth rate. And through MINI App several dozen billion will be added on top. Is that the assumption? If this becomes a reality, it's wonderful. But what is the background for being so bullish at the time of launch, the assumption of the MINI App or MAU in order to achieve your assumption, what kind of measures and scale of investment you're going to make in order to achieve your strategy? That is my first question. Unknown Executive: Firstly, the growth image of official apps, I would like to explain and the strategy to grow will be replied by Idezawa-san and Ikehata-san. The existing OA part, the current level of growth can be maintained. To be more specific, 10% to 15%. Currently, it is growing at nearly 15%. So maintaining the same growth level. The paid accounts can be expanded in this pace, but that will not bring us to double. So the gap will be compensated by MINI App and SaaS. The strategy will be explained by Ikehata. Yuki Ikehata: Thank you for your question. Let me just add some more comments. In your question, you said that it's still the starting phase and this forecast may be bullish at the starting phase. But right now, we already have Official Accounts and MINI Apps, although partially we are not monetizing yet to many customers, similar solutions are offered and being used, and it's been -- the customers are satisfied. So for MINI Apps, we will increase the number. And at the same time, we will focus on monetization. That is for next year and beyond. Official Account SaaS solution already, including third-party solutions, we are collaborating with various companies and various solutions are already being utilized. So our strategy is to monetize them from next year and onward. We haven't been able to try or something that does not fit the market to start from scratch. Well, that is not the case. We already have existing foundation of Official Accounts, and we are offering various services, and we will expand and further monetize. So that is the basis of our assumption to achieve these targets. Yusuke Okumura: What about the scale of investment? JPY 10 billion was the media investment for this year. What about the investment going forward? Unknown Executive: The details will be discussed, but we are working on the awareness strengthening through advertising for MINI Apps and we are going to focus on promotion and PR. And regarding manufacturing or production, as shown on the slide, we are to reassign human resources to these growth domains to speed up the launch of products. Yusuke Okumura: My second question, on LINE, you are going to implement AI agents. I would like to ask about that. ChatGPT has instant checkout and strengthening the functionalities, and they are expanding partners, the user side rather than ChatGPT, why do they use LINE's chat or AI agents? What is the value that you offer in the future? The relationship is that parent company is -- has strong ties with OpenAI. And what kind of positive influence will that relationship with OpenAI has with your company? Takeshi Idezawa: This is Idezawa. Let me reply to your question. Our company does not have our own LLM. So we use OpenAI solutions or other solutions. We pick and choose. It's not just LINE, but within our company, we have a variety of services, news, commerce, finance, auto, so each service will be agentized. That is what we are working on right now. And like Yahoo! and LINE or integrated agent will be created. So that is the perspective of our user interface. We do not have LLM ourselves. But on the other hand, we have a lot of touch points with so many users and services. So within one ID, ours can be used in a seamless manner. That is the value we offer. So that is why we are working on agentization of various services. Operator: Next from Mizuho Securities, Mr. Kishimoto, please. Akitomo Kishimoto: My name is Kishimoto from Mizuho. I have 2 questions too. Both are about LINE Ads. The first is commerce functions of LINE SHOPPING functions. I would think that it will be launched quite soon as a new platform. I know you've done some testing. So I wonder what is lacking in order to have a full launch? That's my first question. Makoto Hide: This is Hide speaking. We are providing bucket test. We have already launched the test launch for this within the LINE SHOPPING tab. We are not offering any service actively or making a big sales promotion. We are testing system stable operations. Then within this test bucket, we are trying to expand our product and services or to enhance sales promotion activities so that we'll be able to have 100% full launch. We have been working together with various internal stakeholders. The situation is a bit different from the users of shopping -- Yahoo! Shopping, where they already know what they want to buy or they want to buy certain things. LINE, we need to propose what is appropriate and right that would resonate to the LINE users. Once we know that right business model solutions, then we will be able to launch under such use case and sell products as well. So there's a great opportunity, and we've been testing at the moment. Akitomo Kishimoto: On Page 27, please, you mentioned about second tier, third tier. I'd like to ask you a question about the capability for the third tier. I understand that you have been reallocating your staff together with AI agents. I wonder whether you'll be able to run all these initiatives under the current manpower? Or are you going to strengthen your perhaps sales capabilities with more new recruits? Is this something you can do with the current resource? Unknown Executive: I'm sure it's based on the selection criteria, but thank you for your question. Your point, recently, we do have a certain amount of resource that we had to allocate that we had to secure from other departments to this department. So as mentioned on this page, we are going to have 50% of this existing business to new domain or the focus domains. So we will be shifting our business focus as well as resource allocation as well. And we also are considering more partnership, leveraging outside resources as well. We have many different ideas. Operator: Next, Nagao-san of BofA Securities. Yoshitaka Nagao: Can you hear? Unknown Executive: Yes. Yoshitaka Nagao: This is Nagao speaking. My first question is on MINI App MAU is to be increased from 25 million to 75 million and from 35,000, the KPI direction is being presented, the price charging per app or how you consider retention. What are the methods you're going to take? 60% comes from OA and 40% comes from MINI Apps. So proactive monetization will be necessary. So can you explain concrete ways you have in mind for monetization of MINI Apps. Yuki Ikehata: Thank you for the question. This is Ikehata speaking. Let me answer your question. Right now, well, MINI App numbers are to be increased, and we are to increase the number of users significantly. That is the plan. So on MINI Apps themselves from LINE application, there will be a lot of touch point from the users. So we are increasing touch points by linking with LINE app and LINE media to increase the opportunity for as many people as possible to touch MINI App. On the monetization of MINI App, the payment function and also advertising within MINI App and receive ad placement fee. So those are 2 monetization sources. The application that can generate fruits in terms of profitability is what we are planning to build. The sales force, we are strengthening right now so that as many people as possible will utilize MINI App and open Official Accounts. From next fiscal year and beyond, we expect monetization of revenue. We already are seeing the account openings by many on Official Account. So we have confidence. Yoshitaka Nagao: My second question is related to Page 24 of the material, the target of EBITDA margin, 40% to 45%. Right now, 37% or 38% is the Media Business margin. Official Account and MINI App domain overlaps SaaS domain. So when you expand the scale, the sales staff or development cost will be heavier upfront. And I have a concern that the profitability may decline. The existing search and display ad by the sales of that part decline will affect the overall margin. So what is the overall ad margin? And in achieving 40% to 45%, what would be the contribution of OA and MINI Apps? If possible, could you disclose those information? Unknown Executive: Rather than speaking on the concrete number, it's more of a guide, the search, the basis is that profitability is not that high, and we have been communicating that from before. There's a certain fee that we pay to Google. So the search margin originally is low. And adding with display, it's shown as flat, but the search will be down trend and display, we achieved certain growth in Q2. So the ratio of display will likely to expand. So the margin on the lower part will increase -- will improve. And on display, as you know, there is a commission with the agents that is included in the COGS. So it's -- that is the margin structure. OA the margin will be similar to display. The SaaS part, it will be dependent on the pricing structure, but vertical MINI App or SaaS peers, when we look at them, the profitability is quite high. Compared to ad business, it's low, but still, it's high enough to be able to support. On top of that, MINI Apps, the ad on MINI Apps and within MINI Apps, we will place ads in a network style. So that's the type of ad business that we would like to deploy within apps. So we expect that we can secure profitability on a certain extent. Yoshitaka Nagao: One quick question on Page 11, the JPY 15 billion reduction plan is shown in the medium term, the Media Business ad expense, in some part will increase, in some part it can decline, but the fixed cost of the Media Business will it be unchanged? Unknown Executive: This slide is the company-wide figure. This fiscal year, JPY 10 billion for LLM cost will be incurred. And next year and beyond, LLM expense will continue to rise. But through various programming, we can expect improvement of operational efficiency. So JPY 15 billion, even LLM commission rises next year, we intend to reduce the fixed cost, even including that JPY 15 billion, the promotion expense and advertising for commerce, it is linked with GMV. So that is not included in this figure. And on Media segment, there are subcontractors and some of the human resources cost through use of AI, we can create a leaner structure. So those are combined to set the target margin at 40%. Operator: Next, from Nomura Securities. Mr. Masuno. Daisaku Masuno: This is Masuno speaking from Nomura. Can you hear me? Unknown Executive: Yes, we can. Daisaku Masuno: I just have one question, please. Renewal of LINE apps, you are -- been talking about adding a commerce tab. And I know you have been trying various scenarios under beta. Fundamentally, are you trying to transition the info traffic to service like LINE GIFTS? Or are you going to provide a brand-new shopping experience to LINE users. So I wonder what kind of inflow -- what kind of user experience are you trying to create through this commerce tab? Unknown Executive: What we are testing right now under the current version, all the products that's on LINE tabs are LINE GIFT products. Going forward, in addition to the LINE GIFT products, the stores that are present in Yahoo! Shopping, some of their merchandises we would like to post there. So not just for gift needs, LINE SHOPPING, Commerce products, we would like to offer through that tab. So comprehensive portal shopping corner is how we like this service to grow to be. So what type of stores, what type of products from Yahoo! Shopping really has to do with the previous questions and answers that we had. What kind of products will be the right fit, best resonate to the LINE user. It really depends on that. That's what we are testing right now. So we have to have a right product mix on top of the GIFT products, we've been carefully studying what would be the type of product group that is worth promoting heavily behind it on this new effort. Daisaku Masuno: Okay. So this is not a purchase intent visit. I can understand LINE GIFT. I wonder for those users who are not thinking of purchasing anything would ever be a real customer, whether they would convert by visiting the site? Unknown Executive: Other than Yahoo! Shopping, our customers right now are searching for what they want out of tens of thousands of our products with a certain purpose, compare prices and make decision-making. We have a massive number of products on Yahoo! Shopping. It doesn't make sense to put all of that on LINE tab. I don't think it will drive sales. So out of what's available in Yahoo! Shopping, those stores, we need to focus on products with more uniqueness, originality and some product group with extremely high demand once they release, always sells out. So those will be the right products, we think to be on the LINE tab. Those will be the right products for this casual shopper. Daisaku Masuno: Are you talking about hundreds or thousands? I don't think you're talking about dozens of thousands. So I just have no idea about the scale of the products that would be available through this LINE tab. Unknown Executive: That is exactly what we are trying to get to. That's why we've been repeating the test. So it really depends on the -- we don't know. There's nothing that we can share with you regarding the size or scale of the stores or the type of products or the scale of the product. Operator: Next, Kumazawa-san of Daiwa Securities. Shingo Kumazawa: On Page 11, fixed cost reduction of JPY 15 billion. This is the topic of my question. Currently, what is the fixed cost? And how much is this JPY 15 billion? And from last year, you have been spending on security-related costs. Is that included in this reduction of JPY 15 billion? I believe it's mostly outsourcing that you can reduce. Are there any major items that you expect to reduce significantly? And I believe AI agent is contributing to reduction. So from -- compared to last year, how much reduction is this? Ryosuke Sakaue: This is Sakaue. I will answer your question. LY stand-alone fixed cost is roughly JPY 700 billion. As you stated in your question, security-related costs will come down. On the other hand, LLM commission will almost offset that increase. From April of next year, we will increase the office space to accommodate a 3-day commuting of our employees, and that means the cost increase. And by using AI, we intend to reduce JPY 15 billion in total. If we do not take any action, the fixed cost will likely to go up by JPY 2.5 billion to JPY 2.6 billion. In the areas of reduction, outsourcing part and software license from outside, the system that employees use, we can make progress in the integration of the platform. So double payment can be eliminated. So that is included as the cost reduction on software license. Shingo Kumazawa: The areas you can reduce, I understand it's difficult to name the concrete name or ServiceNow or others or Salesforce. Is it possible to cut them entirely rather than specific ones? Unknown Executive: It's an overall effort, frankly speaking. And for example, there are licenses that are given to all of the employees. But if we identify the staff that really uses, then we can reduce the number of license. And also, there may be redundant functions on the software and cut one of them. Operator: Next from [ SBR. Mr. Jose ], please. Unknown Analyst: I have a question regarding capital structure and security governance. I understand in the past, administrative [ court ] instruction was given from Ministry of Internal Affairs and Communication, administrative guidance pointing out your capital structure. Now that under new administration, any risks that you foresee or any changes to the relationship with the government regarding capital structure, please? Unknown Executive: Regarding the administrative guidance, we've been responding appropriately. And from -- for the 2026 March, we are making progress toward it. And regarding the capital movements, we've been continuing the discussions, reflecting our past track record. No major changes to or the [ FY 2026 ]. Unknown Analyst: I understand. So for 2026 March, you will conclude all the measures to meet the administrative guidance? Unknown Executive: Correct. Yes on track. Unknown Executive: Now, we would like to close because the schedule ending time has arrived. I would like to now have Idezawa to offer a final reading. Before Idezawa's final remarks, I mentioned about the fixed cost of JPY 700 billion, that was a mistake. It's roughly JPY 400 billion to JPY 500 billion. Takeshi Idezawa: This is Idezawa speaking. Thank you very much for raising a lot of questions. The environment surrounding AI is rapidly changing. And our 2 core strategy is AI agents and OA, and we will continuously grow by changing our business structure. That is the message of today's presentation. I will ensure that these plans will be executed steadily, and we would like to ask for your continued support. With this, we would like to close LY Corporation's FY 2025 second quarter earnings call. Thank you for staying with us until the end. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Good morning or good afternoon, and welcome to the Vince Q3 2025 Earnings Conference Call. My name is Adam, and I'll be your operator today. [Operator Instructions] I will now hand the floor to Akiko Okuma to begin. So please go ahead whenever you are ready. Akiko Okuma: Thank you, and good afternoon, everyone. Welcome to Vince Holding Corp., Third Quarter Fiscal 2025 Results Conference Call. Hosting the call today is Brendan Hoffman, Chief Executive Officer; and Yuji Okumura, Chief Financial Officer. Before we begin, let me remind you that certain statements made on this call may constitute forward-looking statements, which are subject to risks and uncertainties that could cause actual results to differ from those that the company expects. Those risks and uncertainties are described in today's press release and in the company's SEC filings, which are available on the company's website. Investors should not assume that statements made during the call will remain operative at a later time, and the company undertakes no obligation to update any information discussed on the call. In addition, in today's discussion, the company is presenting its financial results in conformity with GAAP and on an adjusted basis. The adjusted results that the company presents today are non-GAAP measures. Discussions of these non-GAAP measures and information on reconciliations of them to their most comparable GAAP measures are included in today's press release and related schedules, which are available in the Investors section of the company's website at investors.vince.com. Now I'll turn the call over to Brendan. Brendan Hoffman: Thank you, Akiko, and good morning, everyone. We are extremely proud of our third quarter performance as we drove healthy sales growth across all channels and exceeded our expectations for both top and bottom line. Our assortments are resonating across both our women's and men's businesses. But most encouraging is the acceptance we have seen to the strategic price increases implemented this quarter as well as in the momentum in our DTC segment, given the enhancements we have made to the customer experience. In our women's assortment, which has the highest impact from tariffs, prices increased more than our overall average increase of approximately 6%, but units were nearly flat to last year, validating the quality and value of our product in the marketplace. Beyond the pricing actions, our teams have done an exceptional job in continuing to manage the evolving tariff environment. Our goods are flowing smoothly despite significant changes in sourcing and importantly, we've maintained our quality standards throughout this transition. With respect to customer experience, following the store renovations from earlier this year, we enhanced our e-commerce site in Q3 with a strategic site refresh, increased marketing support and the launch of dropship. Our e-commerce site refresh elevated the customer experience with more modern, creative elements and enhanced site merchandising. We are now using AI-generated video content to enrich product detail pages and introduce more service elements like our Cashmere care guide. This investment in our digital platform contributed meaningfully to our strong performance, and we're seeing the benefits flow through in both conversion rates and average order values. Our e-commerce site also significantly benefited from the marketing investments we made in mid-funnel marketing this quarter. Through this work, we grow triple-digit growth in site traffic late in the quarter and supported full price new customer acquisition as well. And at the end of the quarter, we went live with a new dropship strategy, which we believe will be a significant growth opportunity for us moving forward. In the first month since launch, we have seen significant increase in volume. Our initial launch focused only on shoes, but we have plans to expand to other categories, capitalizing on our partnership with Authentic Brands and the category expansion opportunities that provides. The dropship strategy allows us to not only offer more fashion-forward products that we might typically feel comfortable procuring directly, but enables us to showcase a more diverse assortment to our customer providing learnings on customer preferences that we may incorporate into our store channel as well. In addition to these initiatives, we opened 2 new stores this quarter in Nashville and Sacramento, following our successful store opening in Marylebone, London earlier this year, which continues to exceed our expectations. Moving to our wholesale business. We delivered solid growth versus last year, with some of this reflecting the timing benefits from the Q2 shipment delays that we discussed previously, as well as ongoing performance of key partners. We were excited to recently celebrate our 2025 holiday collection, along with our continued partnership with Nordstrom with an immersive experience in L.A. with Nordstrom's top clientele, Nordstrom's VP Fashion Director; and our Creative Director, Caroline Belhumeur. It was a great event to kick off the holiday season and highlight our holiday campaign, which celebrates our brand spirit and showcases connections through stories and gift giving with a 360-degree omnichannel strategy. Thus far, we have seen a very strong start to the holiday quarter, including record sales across the Black Friday and Cyber Monday weekend in our direct-to-consumer business. Given the strength of Q3 and the momentum we are continuing to drive, I am more confident than ever in the trajectory ahead for Vince Holding Corp., and the prospects we have to leverage our platform further to drive growth. We continue to successfully navigate the tariff challenges while maintaining the quality and brand integrity we are known for. We are beginning to reinvest in the business, particularly in marketing initiatives that we had pulled back on earlier in the year and we're seeing positive returns on these investments. The underlying fundamentals of our business remain strong. We're operating with disciplined execution, while positioning for growth. With that strong foundation and the momentum we're building, I'll now turn it over to Yuji to discuss our financial results in more detail and provide our updated outlook. Yuji Okumura: Thank you, Brendan, and good morning, everyone. As Brendan reviewed, we are very pleased with our third quarter performance as we saw momentum continue across the business, enabling us to begin to reinvest in key areas of the business. Total company net sales for the third quarter increased 6.2% to $85.1 million compared to $80.2 million in the third quarter of fiscal 2024. With respect to channel performance, our wholesale channel increased 6.7% and our direct-to-consumer segment increased 5.5%. As Brendan reviewed, part of the growth in wholesale reflects the timing of shipments, given the delays we experienced earlier in the year with tariff disruption. Our teams are doing an excellent job and continuing to manage our supply chain and our goods are flowing smoothly and expect to be back in line to normal course timing by the spring. Gross profit in the third quarter was $41.9 million or 49.2% of net sales. This compares to $40.1 million or 50% of net sales in the third quarter of last year. The decrease in gross margin rate was primarily driven by approximately 260 basis points due to the unfavorable impact of higher tariffs and approximately 100 basis points due to increased freight costs partially offset by 140 basis point increase due to favorable impact of lower product costing and higher pricing and approximately 110 basis points due to favorable impact of lower discounting. As Brendan reviewed, we are very encouraged by customers' response to our strategic price changes and our team's ongoing focus on tariff mitigation efforts. Given timing and mix of sales, we experienced less of a headwind than originally expected from tariffs during the quarter but expect these costs to ramp into the Q4. Selling, general and administrative expenses in the quarter are $36.5 million or 42.8% of net sales as compared to $34.3 million or 42.8% of net sales for the third quarter of last year. The increase in SG&A dollars was primarily driven by approximately $1.1 million related to compensation and benefits and $760,000 of increase in marketing and advertising costs as we reinvested into mid-funnel activities. Operating income for the third quarter was $5.4 million compared to operating income of $5.8 million in the same period last year. Net interest expense for the quarter decreased to $1 million compared to $1.7 million in the prior year. The decrease was primarily due to lower levels of debt under our term loan credit facility. At the end of third quarter of fiscal 2025, our long-term debt balance was $36.1 million, a reduction of $14.5 million compared to $50.6 million in the prior year period. Income tax expense was $2 million compared to 0 income tax provision in the same period last year. The increase is due to the impact of applying our estimated annual effective tax rate to the year-to-date ordinary pretax income. In the prior comparative period, we had a year-to-date ordinary pretax losses for the interim period, and as such, we did not record any tax expense for the same period last year. As a reminder, following the change in controls that earlier this calendar year, we have limitations to use of the NOLs that we did not have last year also impacting the cash tax expense comparison to previous years. Net income for the third quarter was $2.7 million or income per share of $0.21 compared to net income of $4.3 million or income per share of $0.34 in the third quarter of last year. The year-over-year decline in net income was driven by the increase in tax expense. Adjusted EBITDA was $6.5 million for the third quarter compared to $7.4 million in the prior year. Moving to the balance sheet. Net inventory was $75.9 million at the end of the third quarter as compared to $63.8 million at the end of the third quarter last year. The year-over-year increase was primarily driven by approximately $4.2 million higher inventory carrying value due to tariffs. Turning to our outlook. As Brendan discussed, we have seen a very strong start to the fourth quarter with a record holiday weekend sales performance in our DTC segment. Our outlook for the period assumes that this momentum continues with the growth in DTC segment expected to outpace our total net sales growth for the period, which is expected to increase approximately 3% to 7%. This guidance also takes into account potential shift in timing with respect to wholesale shipments given end of the year seasonality. In addition, we expect adjusted operating income as a percentage of net sales for the quarter to be approximately flat to 2% and for the adjusted EBITDA as a percentage of net sales to be approximately 2% to 4% compared to 6.7% in the prior year period. Our guidance for the quarter takes into account approximately $4 million to $5 million of estimated incremental tariff costs that we continue to expect to partially offset with our mitigation strategy. Given our year-to-date performance, and our outlook for the fourth quarter, we expect full year net sales growth to be approximately 2% to 3%. Adjusted operating income as a percentage of net sales to be approximately 2% to 3%, and for the adjusted EBITDA as a percentage of net sales to be approximately 4% to 5% compared to 4.8% in the prior year period despite incurring approximately $8 million to $9 million of incremental tariff costs compared to last year. This concludes our remarks. And I'll now turn it over to the operator to open the call for questions. Operator: [Operator Instructions] And our first question comes from Eric Beder at SCC Research. Eric Beder: Congratulations on a great Q3. I want to talk a little bit about some of the potential drivers here. So you have just started to roll out some of the licensed product, we've seen handbags and suiting in our store tours. I'm curious, you mentioned it also in your comments, where do you think that goes? And I know that the tariffs kind of slowed down the rollouts. What should we be thinking about the potential for that in 2026 and beyond? Brendan Hoffman: Well, I think it's -- I'm even more bullish now after the last month based on my comments on dropship. So what we saw with dropship with Caleres and shoes in the last 4 or 5 weeks, is truly spectacular. And so the opportunity to launch that on e-commerce in the spring on these other categories and then figure out how to better utilize that within the stores, in addition to obviously showcasing the product I think it has -- it can have a real impact on our business more than I was anticipating prior to the dropship launch. Eric Beder: And when you look at -- I know that you've been also looking at putting -- you put some COH denim into some of the stores. How should we be thinking about that potential opportunity to kind of collaborate with other our key fashion brands to kind of help both of you? Brendan Hoffman: Yes. That's something that we're going to continue to explore and prioritize. Very happy with the Citizens of Humanity collab. It also highlights the opportunity we have in denim. So whether we do that in-house, although that's a long haul or continue to do partnerships in denim with Citizens and look for other categories that perhaps ABG isn't licensing at this point. And we can bring to kind of round out our assortment. So that was another good win for Vince. Eric Beder: Great. And you opened up 2 new stores in new markets. I know it's very short. Could you give us a little bit of thought process? And then kind of what should we be thinking about -- I know that we pulled back on that a little bit this year just because of all things going on this year. But given the results here, what is the store opportunity kind of back on full swing for next year and going forward? Brendan Hoffman: Yes. I mean we're pleased with the way the Nashville and Sacramento have been received within the community. It's still early days. Also, we'll be monitoring what it does to our e-commerce business. I think we have 60 stores now between the outlets and full price. And I wouldn't expect that number to move much, maybe a couple more, a couple less depending on opportunities. We continue to be really pleased with our Marylebone store in London. So I'm going to see if there's opportunities in other parts of Europe, both to do business where we can be profitable like Marylebone and also provide some visibility for us in regions where we have a wholesale business and stores can just reinforce that. So we'll continue to monitor the direct-to-consumer opportunity led by e-commerce. But as I've always said, it's not an either/or with direct-to-consumer and our wholesale business. It's both. It's an and. And I think they just reinforce each other, and we saw that in Q3 and continue to see that in Q4. Eric Beder: Great. Congrats and good luck for the rest of the holiday season. Operator: The next question comes from Michael Kupinski from Noble Capital Markets. Michael Kupinski: And I'd like to offer my congratulations as well. Sales were obviously much better than what we were looking for. Were there any particular bottlenecks or limitations that could have delivered even better sales? And I'm thinking any inventory constraints for particular items, for instance? Brendan Hoffman: I mean, there's never a crystal ball. So you always -- there are certain things you wish you had a little bit more. But I think overall, we were in a good inventory position. Really working through the first half of the year, disruption from tariffs as we discussed. So as I'm doing my store tours, I'm not getting too much pushback from the stores about where they need more inventory. I think Vince also since I was here last, is doing a much better job with our logistics and operations, refilling the stores on a timely basis. So I think we have a good handle on that. Again, not to harp on it, but I am so excited about it, this dropship opportunity, which allows us to take full advantage of Caleres' shoe inventory. I mean that's a big deal because that's where we did have some holes in our inventory assortment because it's a little bit more difficult with our third-party partners to properly procure ahead of time. So this opens up a really big opportunity for us going forward, as I've been saying. But overall, the inventories, I think we're in a good position and help fuel the growth we saw. Michael Kupinski: And how much of the strong revenue growth was driven by price versus product volume? I know that you touched on that in your comments, but I was wondering if you could just expand on that. Brendan Hoffman: Yes. Well, I mean we are really pleased that the units held steady and actually grew at the higher price points. So we had anticipated given the price changes that we would see a little bit of erosion in our unit velocity. But so far, we haven't seen that. And the customer seems to be trading up with us. I don't know if that's because they're trading down from other luxury brands. And as those prices skyrocket, but our core customer continues to see us as a value. And as I said in my comments, women's was where we had to take the largest price changes. And the units held strong. So it was a win-win, and that's continued into all of it. So we'll continue to monitor that, continue to see if there's even a little bit more opportunity to push up price where we think the customer will react positively. But definitely a driver was the strength in the units. Michael Kupinski: And then given that wholesale and direct-to-consumer looked like revenues were -- the revenue growth were pretty much similar. But I was wondering if there was any divergence between the 2 channels in terms of product sales and particularly as you go into the fourth quarter. Brendan Hoffman: No. I mean we -- our e-commerce was clearly the big winner and driver when you look across all the channels. But overall, saw strength at the register with our wholesale partners. We continue to work with Saks Global to make sure that we're able to properly service their business while they go through their transformation. So that creates a little bit of noise. But overall, as we start December, the product is checking at the register everywhere. Michael Kupinski: Got you. My final question is, can you just talk a little bit about trends in freight costs. I know that I was just wondering if you negotiate annual contracts. And if you could just talk a little bit about what you're seeing there. Yuji Okumura: Yes, certainly. So yes, we are seeing freight cost increases. That's also partially due to the fact that we are changing sources as well of where we are sourcing the product. So it's really more the product of -- depending on the shift in timing, we're airing more stuff or certain pieces are taking longer in terms of distance wise to get here. So it's not so much of the actual inherent sort of freight contracts and the pricing related to that. It's really more along the lines of the timing of when we want to bring in the product, which method we're using to bring in the product. Operator: [Operator Instructions] We have no further questions so I'll hand the call back to the management team for any closing comments. Brendan Hoffman: Okay. Well, thank you all again for your participation today, and we look forward to updating you on our year-end results in the spring, and happy holidays to all. Thank you. Operator: This concludes today's call. Thank you very much for your attendance. You may now disconnect your lines.
Operator: Greetings, and welcome to the Constellation Brands Q3 Fiscal Year 2026 Earnings Conference Call and Webcast. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to Blair Veenema, Vice President, Investor Relations. Please go ahead, Blair. Blair Veenema: Thank you, Kevin. Good morning, all, and welcome to Constellation Brands' Q3 Fiscal '26 Conference Call. I'm here this morning with Bill Newlands, our CEO; and Garth Hankinson, our CFO. We trust you had the opportunity to review the news release, CEO and CFO commentary and accompanying quarterly slides made available in the Investors section of our company's website, www.cbrands.com. On that note, as a reminder, reconciliations between the most directly comparable GAAP measure and any non-GAAP financial measures discussed on this call are included in the news release and website. And we encourage you to also refer to the news release and Constellation's SEC filings for risk factors that may impact forward-looking statements made on this call. Before turning the call over to Bill and Garth, please keep in mind that, as usual, answers provided today will be referencing comparable results unless otherwise specified. Lastly, in line with prior quarters, I would ask that you limit yourselves to 1 question per person, which will help us to end our call on time. Thanks in advance, and over to your questions. Operator: [Operator Instructions] Our first question today is coming from Bonnie Herzog from Goldman Sachs. Bonnie Herzog: Hope you're doing well and happy New Year. I guess I had a question on your beer op margins. They came in a lot stronger than expected in the quarter despite the volume deleverage. So hoping you could talk further on some of the puts and takes behind this strength. And then thinking about your full year guidance, which you maintain, it does imply much more modest beer op margins in the fourth quarter, which I know seasonally is a lower quarter. But is there anything else that is expected to weigh on margins in this next quarter? Maybe aluminum, or if you could just talk through that? Garth Hankinson: Thanks for the question, Bonnie, and happy New Year to you. So first starting with Q3 margins. As you indicated, volume declines certainly were a headwind in the quarter. Additional headwinds in the quarter were tariffs, as you noted, logistics and then brewery maintenance. Offsetting those headwinds, we continue to make good progress against our cost savings initiatives. We had favorable pricing from the actions we've taken in both the spring and in the fall. And then there was a depreciation timing benefit that occurred in Q3, which was favorable on a year-over-year basis. As we think about -- or move to Q4, just to underscore what you said, it is our lowest quarter from a seasonality perspective, makes up about 20% of our overall volume. So fixed overhead absorption will be most amplified in this quarter. The depreciation benefit that we saw in Q3 will actually turn into a little bit of a headwind into Q4 as additional assets come online or are put into service. And then tariffs will be a further headwind in Q4, really related to a couple of factors, one of which you mentioned, which was aluminum and the pricing of aluminum which continues to be pretty strong. There is also the ongoing and as expected shift in product mix, so more to aluminum, from glass, and we'll see that in Q4. And then there's also a timing element to tariffs as to when the tariff gets accrued and goes into inventory and then when it gets released in the P&L. And that will be a bit of a headwind in Q4 as well. Operator: Next question is coming from Nadine Sarwat from Bernstein. Nadine Sarwat: Another one on beer margins, though perhaps with a longer-term perspective. So you called out a number of the factors in your prepared release and in your answer just now about the pressures that beer margins will face in Q4. So with that in mind, how should we be thinking about the 39% to 40% beer margins for fiscal '27 and '28 that you guided to back in April of last year? Is that something you still believe you can achieve? Should we be thinking of margins closer to where we were this year? Any color would be helpful. And then if I could just squeeze in one more on depletions. Nice to see that come in, I think, ahead of some expectations. Any color on exit rate or what we're seeing in December? Is there any sequential improvement or more of the same? Garth Hankinson: Thanks, Nadine. I'll take the first question and then Bill will take the second. But as it relates to FY '27 and beyond, as we said back in our Q2 earnings call, we'll provide more color on what our expectations are for FY '27 and beyond in our April earnings call. That's our normal cadence, if you will. It allows us to see how the rest of the year unfolds from a consumer perspective and from a macroeconomic perspective as well. So more to come on that. That being said, the guidance that we provided last April was given under a different set of macroeconomic conditions, and the macroeconomic environment has worsened since that time. So that will all go into our planning process and will be reflected in the guidance that we give in April. William Newlands: And, Nadine, relative to December, December came in roughly where we expected. It was fairly consistent with our expectations. For those of you who track the Circana/IRI data, you saw there was a very strong result against our business around the Christmas holiday. Noting, of course, that that's a great reflection of the strength of our overall brands and the brand health that exists for our brands. And therefore, we were quite comfortable coming out of December as the first month of our last quarter of the year. Operator: Next question is coming from Lauren Lieberman from Barclays. Lauren Lieberman: Want to talk for a second about capacity and CapEx. So in the slide deck, you reiterated the plans for 7 million additional hectoliters of capacity through fiscal '28. I think that implies sort of heavier CapEx in 4Q tied to Veracruz. I just wanted to maybe get an update on how you're thinking about the modular capacity build-out over the next couple of years, managing that against growth projections to support kind of what are really the optimal utilization levels. And particularly, when we think about the fiscal '26 volumetric pace is going to be lower than what you kind of originally thought back in April, to your point, under a very different macro backdrop. Garth Hankinson: Yes. Lauren, thanks for the call. So the approach on the modularity of the breweries is we'll continue with that approach going forward. As we've said over the course of the last couple of quarters, the way we'll manage that really is -- when we bring assets online, and we'll manage to bring -- or we'll manage through the capacity in that manner. What we've also said, though, is that when you're building capacity in a manner which we've been building capacity with long-lead items, you are making commitments to that spend. And our plan for this year is reflective of commitments that we've made on capacity expansion. But, again, we continue to monitor this and assess where the volume is expected to be. And, again, we'll bring the assets online when we can. And to the extent we can delay or defer CapEx, we will. But there's a lot of long-lead equipment that goes into a brewery, and those commitments have been made. Operator: Next question is coming from Rob Ottenstein from Evercore ISI. Robert Ottenstein: Great. Moving more to -- over to the brand side. The Pacifico brand has been an extraordinary success. It's still relatively small, but you've been working on it very diligently for 10-plus years or so. Just wondering how -- what you've learned about the brand over this time, how incremental is it, any tweaks that you see in terms of the brand positioning and the pressure -- the marketing pressure, investment pressure behind the brand for it to kind of get to what you think is its full potential, which my understanding is, is to be a very strong #3 brand in your portfolio. William Newlands: Yes, Robert. Pacifico, obviously, has been a tremendous success to date, much in the same way that Modelo initially developed in the west of the United States and then has progressively moved east to become the #1 player by dollars in the United States. Pacifico is doing a very similar approach. It's the #2 brand in the State of California today. It skews younger relative to our overall portfolio and really has resonated well with consumers. As you know, it's the #1 social -- #1 on social media in terms of share of voice, and it has gained 1.5 points in the on-premise. So you're seeing significant gains in that arena as well. So we continue to invest behind this brand. As you point out, we think it's going to be a strong #3 in our portfolio as time goes forward. And you should expect to see us continue to put significant emphasis on this as it builds its way across the country, similar to what Modelo did several years ago. Operator: Next question is coming from Dara Mohsenian from Morgan Stanley. Dara Mohsenian: So you mentioned mid-single-digit distribution growth for the beer portfolio in the quarter. Just as we look out to calendar 2026 post the spring resets, do you think it's realistic you can drive shelf space gains for your portfolio with macros where they are? Or is that less realistic just given the weaker velocity we've seen over the last year or so? And maybe also you can just touch on the beer category itself and what you're hearing from retailers as we think about shelf space for the category in the balance of 2026. William Newlands: Sure. Let's start with the distribution side. We continue to see distribution as one of our strongest opportunities going forward. Given that our portfolio gained share in 49 of the 50 states, we continue to earn additional distribution capability and distribution positions across the country. Now those will probably change some. You've seen a radical increase in distribution around Pacifico, going back to Robert's question a moment ago, as well as Victoria, which also has grown double digits for the most recent past. So we continue to see distribution as a significant opportunity going forward. Remember, Modelo itself, despite the fact that it's the #1 beer by dollars in the U.S., it still has 20% fewer PODs than the broader domestic players who we compete against. So there remains plenty of opportunity for distribution to be an important part of the future. That has been reemphasized by our Shopper-First Shelf, which has allowed retailers to recognize the opportunity to build a stronger section. And that will be a significant part of your category question, is as more people do Shopper-First Shelf, it will be better for the category and, as you would expect, on brands that are growing their share like ours are, it will be good for us as well. Relative to the beer category overall, it still remains challenged. And it's largely around the Hispanic consumer. 75% of the Hispanic consumers are very concerned about the socioeconomic environment and they're being much more careful about their spending patterns, spending much more on what you would call consumer essentials versus other categories. So I think that's going to continue to be volatile going forward. But this is where our focus remains on controlling the controllables, and that is distribution, that's price pack architecture, that's doing the right things to set ourselves up for a successful future. Operator: [Operator Instructions] Our next question is coming from Drew Levine from JPMorgan. Drew Levine: I wanted to follow up, again, on the beer margins implied for fourth quarter given the low single-digit absolute COGS increase for the year. Implies gross margins, I think, something in the 47% range. I understand that it is lower volume as, Garth, you well mentioned. But I guess maybe if you could sort of provide a little bit more context on the expected headwind from aluminum and depreciation that you mentioned, any sort of quantification there? I'm just asking because, I guess, last year in fourth quarter, volumes were down as well and, obviously, much stronger margin performance. So just on the margins, that would be great. And then another follow-up just on the depletions in the off-premise, I think were down 2.9%, ran decently ahead of where we saw both Nielsen and Circana end up in the third quarter. It's the second quarter in a row that's happened. So wondering what you're seeing in the independent channels, if it's just sort of a function of easy comparisons, or are you seeing any sort of encouraging trends in that channel? Garth Hankinson: Yes. So just to reiterate on the margins, what the headwinds were and, again, you noted that it is our low seasonal quarter. Just for clarity, again, it's 20% of our overall volume for the fiscal year. As I mentioned, depreciation, which was a benefit for us in Q3, will be an incremental headwind in Q4 because incremental assets are being placed into service. So that will be a headwind in the quarter. And then on tariff, as expected with tariffs, aluminum pricing has gone up, so the tariff has gone up. There's been an ongoing shift in our business, in our portfolio towards aluminum. That's continued through the fiscal year, right? So we'll see the impact of that in Q4. And then there is a timing element around tariffs, which is you incur the tariff when you bring it into the U.S., but then it doesn't run through your P&L until you sell it on. And so given the way tariffs have layered in through the year, there's going to be a higher tariff impact as expected in Q4. Another minor impact, headwind in Q4 is there were some expenses that we expected to incur in Q3 that had pushed into Q4. That's just timing. So a bit of a benefit in Q3 versus a headwind in Q4. William Newlands: Relative to your question related to depletions, I think a couple of things to keep in mind that you don't always see. Some of the regions have less tracked channel coverage, and those have been stronger, on-premise. A year ago, Modelo was #5 on draft, today it's #2. I already mentioned when I was answering Robert's question on Pacifico that we picked up significant share with Pacifico in the on-premise as well. So some of those areas that are not as easily tracked have gone in our favor, and that certainly has helped the depletion layout versus what some of the expectations were. Operator: Next question is coming from Gerald Pascarelli from Needham & Company. Gerald Pascarelli: Question for Bill. Just despite the continued macro pressures, your depletions have remained relatively consistent this year, just kind of down 2.5% to 3%, so not getting materially worse. Your beer business continues to outperform the category. It looks like scanner showed a little bit of an improvement in December. So just curious how you're thinking about a potential recovery, if at all, in your beer business looking out over the next year when you just consider some of the obvious tailwinds, the easier compares, the benefit of the World Cup, those types of things. Any color there would be great. William Newlands: Sure. Obviously, we're cautiously optimistic that we're on the sort of the plateau of where the business will be. But it's been really tough to judge. The volatility has been great. What -- so it's very hard to say that you've sort of hit the bottom. When you look at our omnibus study, we continue to see Hispanic consumers being particularly concerned. There seems to have been a little bit of uptick with the broader market community. And as I alluded to earlier, Christmas week was particularly strong for our business. But I think that's more reflective of when consumers are coming out and they're buying. They continue to buy our brands because of the brand health of those brands. There are some things, as you point out, next year, World Cup is a great example, where there will be things that are beer moments. And certainly, we believe our beers will help to support those beer moments. But it's very difficult to project at this point how this is all going to go. A lot of it is going to relate to what the -- how the consumer is feeling and how they're feeling about the sort of macroeconomic issues that exist today. Operator: Next question today is coming from Robert Moskow from TD Cowen. Robert Moskow: Thanks for the question. Unfortunately, it was also Gerald's question. But maybe if there's a way to think about it just quantitatively, your Hispanic consumer really started feeling the pressure in February of last year. You kind of see it in the data. And I guess what we're all kind of wrestling with is, once we lap that initial shock of restrictions on immigration policy, is it possible that it just gets a little bit less bad? So instead of mid-single-digit declines just theoretically with this cohort, since you're lapping the initial shock, it could be a little bit better than that? William Newlands: Well, we hope -- we assume that you -- we hope you're correct. That would be a lovely outcome. The thing that we consistently see, and as you know and we've said this in prior quarters, we track it by ZIP code. And with ZIP codes that have greater than 20% Hispanic representation, it still remains very challenging. That has seen some improvement in ZIP codes with less than 20% Hispanic representation, and you see a lot of volatility state by state depending on what is going on with immigration policy in particular markets. So all of those factors have been why it's been very difficult to predict, because you do have that volatility that goes on state by state, market by market. It's why we continue to talk about controlling the controllables. It's why we continue to talk about and put ourselves in a good position to win. It's why we have focused on the things that are working in our favor, things like Pacifico and Victoria, Modelo Draft, Corona Sunbrew, Corona Non-Alcoholic, all of which are working very well against our business and are positioning us not only to have near-term success, but for the long run as well. Operator: Next question is coming from Filippo Falorni from Citi. Filippo Falorni: Happy New Year. I wanted to ask on the beer pricing environment. You had 1.5% pricing in the quarter, but you have also some negative mix from package types. Can you discuss like how you're thinking that would evolve going forward? Should we still think this dynamic continues? And then maybe if you can touch on like some of the initiatives that you did with Modelo Oro and Corona Premier in terms of the price adjustments. Are you seeing a volume uptick as a result of the price adjustment there that could we see some more -- in some more other brands to try to respond to the macro environment? William Newlands: Sure. We continue to project 1% to 2%. We still think that's an appropriate level. As you know, it will vary higher or lower within that range depending on the market conditions that we face. But to your point, we are quite pleased with the initial work. As many of you know, during this past -- or this past calendar year, we adjusted Oro and Premier pricing to be more in line with the average price point the consumer was expecting for light beers. We're very pleased with what that looks like. Our trends on Oro and Premier have both improved, and we're pleased with that positioning. It also points to price pack architecture, which is also an important part of what we have done. We have added 7-ounce in a number of forms and formats in different states to, again, meet the needs of consumers who are concerned about price points because of their socioeconomic concerns and financial concerns that exist at the moment. Again, all of those things are trying to meet the consumer where they are today, and that process will continue going forward. Operator: Next question is coming from Peter Galbo from Bank of America. Peter Galbo: I maybe just wanted to ask a clarifying comment from your prepared remarks about the fourth quarter specifically. You talked about an expectation of year-over-year volume declines in the beer business to improve, I think, in the first sentence. And I just -- I wanted to clarify whether that is a shipment comment, a depletion comment, both potentially, but that we should still be expecting kind of a negative in the fourth quarter and whether it applies to both ships and depletes in beer. William Newlands: Garth will add on to what I'm about to say, but as we've made note -- we made note in our last quarter, we expect over the course of the last 2 quarters that ships and depletes will be basically equal. As you saw, there was some minor variation in this quarter. You would expect that to probably reverse itself next quarter. But over the course of the 2, third and fourth quarters, we expect depletes and ships to basically be exactly the same. Anything you want to add to that, Garth? Garth Hankinson: Bill, that's precisely right. And the comment was specific to billings, so to your point, yes, so that the second half of the year billings and depletions are largely aligned. Operator: Next question is coming from Bill Kirk from ROTH Capital Partners. William Kirk: So a different type of question. In December, President Trump signed the executive order pushing to reschedule cannabis. I guess if that happens, how would it impact how you think about your exposures to that segment? And then on the ban on intoxicating hemp and intoxicating hemp beverages, in some states, those have become kind of a real market. Do you think you'll benefit if those products go away, those intoxicating hemp beverages go away? William Newlands: Obviously, we have shares in Canopy that we still have available to us. And I think that could ultimately be interesting as that market develops. But we don't engage on a day-to-day basis in the cannabis business today. I think -- we have not seen a significant issue related to our beer business related to hemp. It has mostly been around ready-to-drink and ready-to-serve scenarios where there seems to be interaction there, and that seems to be where most of the interaction has come. But admittedly, consumers make choices around their disposable income and what -- where they choose to spend money. And therefore, as this develops, that's certainly something that we're going to be quite aware of and keep our eye on closely. Operator: Next question is coming from Michael Lavery from Piper Sandler. Michael Lavery: I was wondering if you could maybe just elaborate a little bit on how to think about World Cup. It's, as you pointed out, just a driver of occasions. But have you -- can you give a sense of maybe what you've seen in the past in terms of maybe a positive lift, or any changes to your spending approach? I realize you're not a sponsor. So do you still plan some ways to kind of spend additionally around it or just kind of benefit from the occasion momentum? How should we think about just what impact that might have both on the top line side and maybe your spending side? William Newlands: Sure. As you would expect, this is a big sporting element for the coming year. Sporting elements tend to be big beer moments. It's also a sport that overindexes in the Hispanic community. All of those things, therefore, overindex into our business. So we would expect, as the consumer engages with that event and the various games that will attest to those, that will have some incremental benefits for us. We will remain as diligent as we always are to get the right promotions and to get the right shelf presence and floor presence around that particular time. We'll also have in-game media, TV media. As you know, Modelo is the #1 share of voice and Corona is the #3 share of voice in traditional media. All of that will be done consistent with investing against sports, which has been the focus of our attention anyway. So we believe that has an -- that creates an opportunity for a strong window of time for beer generally and more specifically to us. Operator: Thank you. We've reached end of our question-and-answer session. And that does conclude today's teleconference and webcast. You may disconnect your lines at this time, and have a wonderful day. We thank you for your participation today.
Operator: Good afternoon, everyone, and thank you for participating in today's conference call to discuss Educational Development Corporation's financial and operating results for its fiscal 2026 third quarter and year-to-date results. As a reminder, this conference is being recorded. On the call today are Craig White, President and Chief Executive Officer; Heather Cobb, Chief Sales and Marketing Officer; and Dan O'Keefe, Chief Financial Officer. After the market closed this afternoon, the company issued a press release announcing its results for the fiscal 2026 third quarter and year-to-date results. The release will be available later today on the company's website at www.edcpub.com. Before turning to the prepared remarks, I would like to remind you that some of the statements made today will be forward-looking and are protected under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied due to a variety of factors. We refer you to Educational Development Corporation's recent filings with the SEC for a more detailed discussion of the company's financial condition. With that, I would like to turn the call over to Craig White, the company's President and Chief Executive Officer. Craig? Craig White: Thank you, Alan, and welcome, everyone, to the call. We appreciate your continued interest. I will start today's call with some general comments regarding the quarter, then I will pass the call over to Dan to run through the financials, after which Heather will provide an update on our sales and marketing, and then I will provide an update on our plans for fiscal 2027. During the third quarter, we completed the sale of our Hilti Complex, which was a big achievement for the company and our shareholders. Selling the complex saves -- paves the way for us to move forward into fiscal year 2027 with no bank restrictions, which allows us to execute our strategy to return to growth and profitability. Our plan is not an overnight change with expected immediate results, but a carefully developed strategy for long-term growth. With that, I'll now turn the call over to Dan O'Keefe to provide a brief overview of the financials. Dan O'Keefe: Thank you, Craig. Third quarter financial summary compared to the prior year third quarter, net revenues were $7 million compared to $11.1 million. Average active brand partners for the quarter totaled 5,100 compared to 12,400. Earnings before income taxes were $10.6 million compared to a loss of $1.1 million in the third quarter last year. Excluding the building gain from the sale of $12.2 million, our loss before income taxes would have been $1.6 million. Net earnings totaled $7.8 million for the quarter compared to an $800,000 loss in the third quarter last year. Earnings per share totaled $0.91 compared to a loss of $0.10 on a fully diluted basis. Year-to-date summaries compared to the prior year, net revenues of $18.7 million compared to $27.6 million. Average active brand partners totaled 6,200 compared to 13,300. Our earnings before income taxes totaled $7.4 million compared to a loss of $5.3 million last year. Excluding the building sale gain of $12.2 million, our loss before income taxes were $4.8 million. Net earnings totaled $5.4 million compared to $3.9 million loss last year. Earnings per share totaled $0.63 compared to a loss last year of $0.47 on a fully diluted basis. Now for an update on our working capital. Inventory levels decreased from $44.7 million at the beginning of fiscal year 2026 to $39.1 million at the end of November, generating $5.6 million of cash flows from inventory reductions. This cash flow has been used to pay down vendors, reduce our bank debts and fund our operational losses. In October, following the building sale, we paid off our line of credit, our term loans with our bank, Bank of Oklahoma. At the end of the quarter, we had $3.4 million of cash, $800,000 of receivables, $39.1 million of inventory and $2.0 million of accounts payable and $0 owed to our bank. That concludes the financial update. Now I'll turn the call over to Heather Cobb for a sales and marketing update. Heather? Heather Cobb: Thank you, Dan. One of the most significant milestones this quarter was the launch of Gathered Goods, our reimagined fundraising program. This program represents a meaningful shift in both strategy and execution. Unlike our previous Cards for a Cause fundraiser, Gathered Goods features custom products designed and created in-house, allowing us to better control quality, storytelling and brand alignment. From a financial perspective, this also delivers stronger margins, which is increasingly important in today's cost-sensitive environment. Equally important to this project was the online opportunity embedded within the program. Gathered Goods allows individuals and organizations to fundraise digitally, expanding reach beyond a single event or community and making participation easier for the supporters. While still early, this program positions us well for scalable, modern fundraising and opens the door for broader participation in future quarters. This quarter also included our Black Friday, which we call Book Friday promotion, a large site-wide sale that continues to be a cornerstone of our Q3 marketing strategy. Book Friday drove strong engagement across customers and brand partners, reinforcing the value of our catalog and our ability to generate excitement through well-timed broad-based promotions. While discount-driven events are not our priority or preferred strategy, this sale remains an important visibility and volume driver in the midst of the holiday season. Turning to the results themselves. While the decline in brand partner count is significant and clearly reflected in the top line, it's important to look at what the data tells us beneath the surface. First, the drop in revenue is not proportional to the decline in brand partner count. This tells us that the brand partners who remain active are, in fact, more productive and more engaged than in recent years. We are seeing fewer casual or inactive participants and a higher concentration of truly active sellers. Second, when we look specifically at our leader levels, the decline is not occurring at anywhere near the same rate as the overall field. Historically, leaders are our most loyal group. They are the ones who persevere through challenging cycles, adapt their approach and continue building even when conditions are not ideal. Just as important, leaders are also the primary drivers of new brand partner recruitment. Their relative stability gives us confidence that while the field may be smaller today, the foundation for future growth remains intact. In summary, this quarter reflects a business in transition, smaller in size, but more focused and more resilient. We are investing in programs like Gathered Goods that improve margin quality and scalability, maintaining strong seasonal promotional moments and seeing encouraging signs that our sales force is highly engaged and leader-driven. As we look to the future, the combination of a committed leader base, more productive brand partners and strategic program innovation gives us reason to be optimistic about the path ahead. Craig, I'll turn it back over to you. Craig White: Thanks, Heather and Dan. As Dan mentioned, with the closing of the building sale, we paid off all of our bank debts, which will have a positive impact on our cash flows of approximately $1 million per year. While the last couple of years have been challenging to operate our business under the restrictions from our bank, I'm excited about the position we are in today and the plan for growth in fiscal 2027 and beyond. Since fiscal 2024, we have had to prioritize cash. While we need to execute on a plan that increases sales and therefore, cash, we are putting more focus on increasing our brand partner counts. Our actions necessitated by the bank's restrictions have given red flags to our sales force, and they have been anxious and waiting to see what would happen. A major factor for the reduced activity has been the lack of new products for them to get excited about and therefore, share with their customer base. As we got closer to closing on the sale, we put together a reorder and new title purchase plan in conservative phases. We were ready to act on Phase 1 within a few days of closing and placed reprint orders on some key out-of-stock items as well as several new titles that we expect will energize our customers and sales force, giving our brand partners another item to help build momentum. We are excited about the arrival of those titles beginning in late spring and early summer. Another key component to attracting new brand partners is a refreshed marketing strategy. We know we need to adapt to what the next generation entering the workforce, Gen Z, is seeking in a business opportunity. These would be tweaks to our existing model, including language used for marketing, onboarding once they have activated their account, et cetera, but would certainly not require an overhaul. We are still working on putting the pieces in place for this to be implemented and can move quickly once that is finalized. We have continued to focus on being prepared to execute a growth plan once restrictions were lifted. You heard from Heather about one of the major enterprise initiatives being our online fundraising program, Gathered Goods. We are very excited about that program's successful launch and have a few other exciting upgrades and initiatives being implemented very soon. Also, I have recently pulled together an AI task force. Some of our employees had already begun exploring, so I formalized an opportunity for collaboration, allowing a safe space to see how we can best utilize it as part of our overall strategy. So far, we have implemented in ways that automate rote tasks, which can save money. We are excited about this starting point and continue to work together on transformational ideas that will propel us forward and allow us to compete in both retail and direct-to-consumer spaces. Lastly, I want to thank all of our shareholders for their patience, our employees for their hard work and commitment to our mission and our retail customers and brand partners for their loyalty during this challenging period. Having seen the resilience of all involved, I am confident in our collective ability to emerge stronger than ever before. I truly believe we are tackling our growth plan from a position of strength with our team of employees as well as the strategies being built and implemented with our sales and marketing and IT initiatives. Now that we have provided a summary of some recent activity, I will turn the call back over to the operator for questions and answers. Operator: [Operator Instructions] Your first question comes from Paul Carter of Capstone Asset Management. Paul Carter: Well, good afternoon, everybody, and Happy New Year. So I know you've described in the past how your sales force has kind of been sitting on the sidelines waiting for the company to, I guess, to get out of hock with your bank. And I know it's only been 2.5 months or so since you sold your building, but do you have any evidence yet that this transaction has reinvigorated your sales force for a more productive 2026? Craig White: Well, I think one of the main factors in that reinvigoration, as you mentioned, was bringing in new titles and reorders of out-of-stock bestsellers. But also what we see is the uptick or the increased activity in leader promotions. That's been very exciting. I started in the last month or two calling all brand partners that promoted to upper level leadership. And there's a lot of excitement out there. So that's my couple of points. Heather, would you like to expand? Heather Cobb: No. I mean I would echo what he said, Paul. Specifically, I think it's hard to say specifically that just the sale of the building was going to be enough for them to just immediately roll back into action. We announced just immediately after we made the purchases from that Phase 1 of new titles and reprints that they would be coming as we shared with you, late spring, early summer. We concluded our incentive trip promotion in December with just on target the anticipated number of earners that we had predicted. We launched a new incentive in January. And so while it's hard to say in the midst of the holidays, especially with Christmas and New Year, that we see specific things that are happening, we can definitely say that the energy feels slightly different in a much more positive way than it has in a while. Paul Carter: Well, that's good to hear. And then just changing gears. So obviously, it's nice to hear about the $0 debt balance. But do you have a new credit line in place? I know you've been talking about putting something small in place once this transaction was completed. Dan O'Keefe: Yes. We're talking to a few banks and also talking to some other options. We're right now in a cash position where we're, I think that we're looking for just a relationship for banking to go forward with. And so we're talking to some local banks that have some interest and hope to have something in place here in the next few months. Paul Carter: Okay. Great. Just talking about your balance sheet. So I know the value of your inventory is like I think it's more than 3x the market cap of your company. So obviously, that's pretty important to investors. And I just wanted to ask a couple of questions about that. I guess, first of all, is your inventory like fully insured against all risks like water damage or pests or anything? Because I know some of them have been sort of sitting in boxes for a while up on the shelf. But -- and is your inventory like insured at replacement cost or something else? Dan O'Keefe: It is insured at replacement cost. So what we have on the books is what it's insured for. So if we've got $39.1 million on the books at the end of November, that's what it's insured for, full replacement cost. Now we don't want to talk about any worst-case scenarios with disaster... Paul Carter: Yes. No, fair enough. Yes, I was just sort of wondering about that because I know -- and actually sort of related to that, we're not really damaged, but I'm just thinking about kind of the nature of your inventory. So I know most of your titles are things like zoo animals or whatever that don't go out of date. But like do you have a sense for what percentage of your inventory could be out of date and therefore, worthless in like 3 or 5 years if there's not a lot of sell-through in certain titles? Dan O'Keefe: So I would -- the only thing I would say in response to that is our track record has been we've carried inventory sometimes for in excess of 10 years on certain titles before we sell through them. And we've never historically written down inventory, and we've never basically offloaded the title or gone into the remainder market to sell the title. So that's kind of reflected in our reserve. Our reserve is very small on our short-term inventory and also on our long-term inventory because our history says we typically don't participate in the remainder market and don't have topics, as you mentioned earlier, that go stale or out of favor. Heather Cobb: Yes. Paul, unless you know something we don't, and they're going to change the alphabet on us, I think we're fairly safe. Paul Carter: Okay. No, that's good to hear. And I figured that was the case, but I just know that's one of the hesitations, I guess, that some investors have is that if you're sitting on so much inventory relative to current sales that maybe that inventory isn't worth a hundred cents on the dollar. But obviously, that's -- you're a little bit of a different company than a grocery store or something like that. Okay. And then just -- I know this will come out in your 10-Q, but how much of your $39.1 million of inventory is Usborne-related? Dan O'Keefe: About 50%. Paul Carter: Okay. And then can you provide an update on the status of your relationship with Usborne Publishing? I don't know that you've talked about them in a little while. Craig White: Yes. There's really been no change. Dan actually has monthly or at a minimum quarterly calls with their -- the equivalent of their, Chief Financial Officer. They're anxious for us to get back and start ordering titles again. So because of the new distribution agreement, we're not required to purchase every title they offer, which is good for us. But yes, there's been no negative change in the relationship. Paul Carter: Okay. Okay. That's great. And then just the last one here, totally random question. But just regarding that 17-acre attractive excess land beside the Hilti Complex there. What is your plan for that? Are you just going to hold on to it for the time being? Or do you have sort of longer-term plans for it? Craig White: Well, it's kind of been an ace in the hole. I kind of kept that in my back pocket for now. It's -- there's been some flurry of activity on it recently, actually, which is interesting. Some people have kind of come across it and inquired about it. We've been given a proposal to develop it, which is intriguing. But in that particular proposal, the return for us just wasn't what I thought it could be or should be. So for now, we're just kind of holding on to it. It could be something that we develop for ourselves. It could be something that we sell if need be or develop it and retain ownership of it. So there's lots of options. It hasn't been necessary to do anything with it at all, and it continues to appreciate. So I'm happy to continue to do that. Operator: [Operator Instructions] Craig White: I guess we did better than ever. Answering everyone's questions before they asked it. Operator: There are no further questions at this time. I would hand over the call to Craig White for closing remarks. Please go ahead. Craig White: Thank you. Thanks, everyone, for joining us on our call today. We appreciate your continued support and expect to provide an additional update on the -- well, not the Hilti sale progress, but our banking relationship and just moving forward our growth plan. So again, thank you for joining us, and we'll talk again in May. Operator: Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.
Operator: Good morning, ladies and gentlemen. And welcome to the Neogen Corporation Second Quarter FY 2026 Earnings Conference Call. At this time, all lines are in listen-only mode. Following the presentation, we will conduct a question and answer session. At any time during this call you require immediate assistance, please press 0 for the operator. This call is being recorded on Thursday, 01/08/2026. I would now like to turn the conference over to Bill Waelke, Head of Investor Relations. Please go ahead. Bill Waelke: Thank you for joining us this morning for the discussion of the second quarter of our 2026 fiscal year. I'll briefly cover the non-GAAP and forward-looking language before passing the call over to our CEO, Mike Nassif, who will be followed by our new CFO, Brian Rigsby. Before the market opened today, we published our second quarter results as well as a presentation with both documents available in the Investor Relations section of our website. On our call this morning, we will refer to certain non-GAAP financial measures that we believe are useful in evaluating our performance. Reconciliations of historical non-GAAP financial measures are included in our earnings release and the presentation Slide two of which provides a reminder that our remarks will include forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements are subject to risks that could cause actual results to be materially different from those expressed in or implied by such forward-looking statements. These risks include, among others, matters that we have described in our most recent annual report on Form 10-Ks and in other filings we make with the SEC. We disclaim any obligation to update these forward-looking statements. I'll now turn things over to Mike. Mike Nassif: Thank you, Bill. Good morning, everyone, and thank you for joining the call today. I continue to be energized by the significant opportunity ahead at Neogen. Working alongside our highly engaged global team as we transform the company with a clear focus on improved top-line growth and profitability. We are the scale provider in a highly attractive industry, supported by strong long-term secular trends. And I have high confidence in our ability to overcome recent macroeconomic and execution-related headwinds. Our second quarter performance represents encouraging early progress. With a return to positive core growth across the enterprise and adjusted EBITDA margins improving nearly 500 basis points sequentially. The initial phase of our transformation is centered on stabilizing and strengthening our core. Providing a solid framework for future innovation. We began with cost structure improvements implemented in the second quarter, expected to deliver approximately $20 million in annualized savings. We will continue to rigorously evaluate resource allocation opportunities and instill a culture of disciplined operational execution across the organization. Turning to our commercial teams. We are implementing a rigorous process-oriented approach to commercial excellence. Emphasizing strong, operational planning and data-driven decisions. In food safety, where our scale and breadth of offerings provide a clear competitive advantage, we see significant opportunity to shift towards solutions-based selling. This approach should increase customer stickiness and drive greater cost portfolio penetration. Globally, over 75% of our food safety customers already purchase multiple product categories from us. And we have targeted initiatives underway to increase that percentage further by delivering comprehensive solutions tailored to their needs. In animal safety, we are focused on elevating our portfolio of products through our long-standing partnerships and have made investments to enable our commercial teams to drive growth. To accelerate all these priorities, we have strengthened our leadership with highly experienced operators. Including our new CFO, Brian Rigsby and our new chief commercial officer, Joe Friels, Joe is a seasoned diagnostics executive with extensive senior commercial experience at Abbott and Cepheid. He understands what world-class sales execution looks like, and I'm confident he will help transform our sales culture. We have also added Tammy Rennelly as senior vice president and general manager of our food safety business unit, James Meadows as head of North America food safety and Jeremy Yarwood as chief scientific officer. These leaders bring proven track records from top-tier companies and will accelerate both innovation and execution excellence at Neogen. In parallel with our commercial focus, we are applying the same discipline and urgency to operational efficiency in key project execution. We saw early benefits in the second quarter from our cost actions, which attributed to the sequential adjusted EBITDA margin expansion. We have continued to make progress on our sample collection product line and expect it to become a positive contributor to gross profit in the second half of this fiscal year. While there remains room for further improvement, we're committed to fully optimizing sample collection over the long term alongside broader enhancements in inventory management and operational efficiency. Another key priority is the integration of Petrifilm. Which remains on track for the 2027 timeline previously shared. We're currently in the latter stages of the production testing process, which has gone well. In parallel, we have moved into the initial stages of product validation, which is a comprehensive internal process to validate our ability to produce each of the 17 SKUs that we expect will be completed this summer. As part of the testing and initial validation work we have done so far, we've demonstrated the ability to manufacture petrifilm plates. These plates will continue to be subjected to a wide range of internal quality and performance testing. But the early results have been encouraging. As Brian will discuss later in the call, we are making positive progress on the previously announced sale of our genomics business. The completion of which will provide an opportunity to accelerate the deleveraging of our balance sheet. As a reminder, this past summer, we divested our cleaners and disinfectants business which allowed us to pay down $100 million of debt. To wrap up my opening remarks, I'm pleased with the initial progress we've made over the past few months. Which has led us to raise our outlook for the year and represents a solid step in the right direction. We are still in the early innings of our transformation journey. And the end market backdrop is not without some challenges. However, we believe they are solvable or transitory in nature. I have every confidence in our ability to exit this fiscal year as a stronger, leaner, and more disciplined organization positioned to increasingly focus on innovation, and the next leg of growth in fiscal 2027 and beyond. I look forward to meeting with many of you at the JPMorgan conference next week, where we will provide more details on our operational strategy. With that, I'll now turn the call over to Brian to share some details on our results and our updated outlook. Brian Rigsby: Thank you, Mike. And welcome to all the investors and analysts joining us on the call today. Similar to Mike, I'm incredibly excited to be part of the team at Neogen and emboldened by the significant opportunity ahead of the company to drive shareholder value. To that end, we saw a return to positive core growth in both segments for the first time in four quarters with total second quarter revenues of $224.7 million increasing 2.9% on a core basis. Looking at the components of growth, foreign currency added 0.9% and divestitures and discontinued products were a headwind of 6.6% compared to the prior year. The impact from divestitures was attributable to the sale of the Cleaners and disinfectants business which was completed in July 2025. At the segment level, revenues in our food safety segment were $165.6 million in the quarter, including core revenue growth of 4.1%. We saw the strongest growth in our indicator testing and culture media product category, led by sample collection, which benefited from an easy prior year compare, and petri film, which saw a nice recovery from the first quarter and returned to high single-digit growth. Double-digit growth in pathogens led the and general sanitation product category while the allergens and natural toxins category saw growth in allergens offset by a decline in natural toxins. From a macro perspective, we continue to see disruption at the customer level with food production volumes estimated to generally still be down across major producers a year-over-year basis. Additionally, there have been several major plant closures and food producer bankruptcies across the industry in the last twelve months. Given the short-term fundamental backdrop that we believe is primarily driven by inflationary cost pressures, we are even more encouraged by the strong results in the second quarter. While macro trends remain negative, there are signs some of the headwinds may begin to abate as we transition into fiscal year 2027 and beyond. Quarterly revenues in the Animal Safety segment were $59.1 million including core revenue growth that was approximately flat compared to the prior year quarter. We experienced solid growth in our product category led by higher sales of insect control products due in part to market share gains. In the veterinary instruments product category, lower sales were primarily driven by needles and syringes, while lower sales in the life sciences product category were largely driven by timing of orders and fulfillment. Our global genomics business had core revenue growth accelerate to 6% in the quarter, with solid growth in the bovine market partially offset by weakness in companion animal testing. From a macro perspective, we have also seen challenges in animal safety as a part of a multiyear trend with production animal herds, declining in The US to record lows. Most forecasts have this trend reversing next year as ranchers begin to invest again given record beef prices. But we will continue to take a more cautious approach as we approach guidance until evidence of positive improvement is more apparent. From a regional perspective, core revenue growth in the second quarter was led by our LatAm region, up high single digits with strong sales of pathogen detection products and petri film. The US and Canada region had core growth in the mid-single-digit range, with food safety up mid-single digits and animal safety about flat. Strong growth in sample collection as well as in petri film pathogen detection, and allergens was partially offset by a decline in food quality and culture media. The APAC region saw low single-digit core growth that was led by pathogen detection products, sample collection, genomics, offsetting declines in culture media and allergen test kits. Our EMEA region had core growth decline low single digits with growth in sample collection food quality, genomics, and petri film offset by declines in natural toxins culture media, and general sanitation products. Gross margin in the second quarter was 47.5% a sequential improvement of two ten basis points from the first quarter. With the increase due primarily to volume and lower tariff costs Excluding the impact of integration-related and restructuring costs, the second quarter gross margin was 50.3%. Addressing the production efficiency of our sample collection product line has been a priority and we saw improvement in the quarter, which is a trend we expect to continue in the second half of fiscal year. With an increased focus on inventory across the organization, we did see an elevated level of inventory write-offs in the quarter. We have described this as a multi-quarter process to return to more normal levels of scrap and continue to expect to see improvement in the second half as this is an item of high emphasis for our operations teams. Adjusted EBITDA was $48.7 million in the quarter, representing a margin of 21.7%. An improvement of four seventy basis points from the first quarter. The margin improvement was driven primarily by the higher gross margin and the headcount reduction implemented during the second quarter. Second quarter adjusted net income and adjusted earnings per share were $22.6 million and $0.10 respectively, compared to $9.4 million and $0.04 in the prior quarter due primarily to the higher level of adjusted EBITDA. Moving to the balance sheet, we ended the quarter with gross debt of $800 million, 68% of which remains at a fixed rate and a total cash position of $145.3 million. We remain in compliance with all debt covenants and remain comfortable with our position as we look to the second half of the fiscal year. Free cash flow in Q2 was $7.8 million representing an improvement of $20.9 million from Q1. The result of lower CapEx and improved trade working capital efficiency. Importantly, we expect that routine CapEx will trend towards more normal levels of 3% to 4% of revenues starting in late fiscal year 2026 which will further improve free cash flow trends. As Mike noted earlier, we are raising our full-year guidance for fiscal 2026 to reflect the second quarter performance being ahead of our expectations. We now expect revenue to be in the range of $845 million to $855 million and adjusted EBITDA to be approximately $175 million for the fiscal year. This updated guidance reflects a cautious approach to the second half of the year given the lingering weakness in our end markets opportunities. and the fact that we have a new team on board that is still settling in and evaluating As a management team, Mike and I take very serious the commitments and guidance we provide to investors. Looking on a quarterly basis, our guidance contemplates revenue in the fourth quarter being modestly higher than the third quarter which we are assuming will step down from the second quarter due primarily to seasonality. And that adjusted EBITDA margins will follow a similar trend. We continue to expect our capital expenditures for the year will be approximately $50 million and that free cash flow will be positive. We have also previously disclosed that we have a process underway to divest our global genomics business. The process continues to move along. And while the timing of such processes is inherently difficult to predict, we anticipate being able to make an announcement in the fourth quarter of the current fiscal year given the current stage of the process. In addition to the net proceeds being prioritized for debt reduction, this divestiture will further simplify and focus the business and also position the business for enhanced incremental margins. I'll now hand the call back to Mike for some final thoughts. Mike Nassif: Thanks, Brian. When I joined Neogen, I was thrilled to lead a company with strong leadership positions and highly attractive end markets. While we have faced both macroeconomic headwinds and execution challenges, we believe these are solvable. And that Neogen's best days lie ahead. Now nearly five months into my role, I've had the privilege of meeting many of our customers and team members around the world. These interactions have only strengthened my optimism and deepened my appreciation for the power of the Neogen brand. Our customers don't see us simply as a supplier. They view us as a true partner and a trusted authority in food safety. We are committed to further strengthening these vital partnerships. Accelerating groundbreaking innovation, and delivering greater value to our customers than ever before. In my interactions with team members across the globe, I've been deeply encouraged by the passion and commitment I've witnessed firsthand. The thoughtful dialogue and sharp insights shared in these conversations reaffirm what I already knew. We have an exceptional team that is fully invested in our mission. We now have a strengthened leadership team in place. Seasoned executives with deep experience driving in global life sciences and diagnostics businesses, They bring a disciplined, fundamental focused approach centered on process excellence clear prioritization, cross-functional collaboration, transparency, and accountability. Importantly, we are already seeing strong buy-in across the organization as we implement these changes. A clear signal that we are aligning around the right strategy to unlock Neogen's potential. In closing, I want to extend my heartfelt gratitude to every employee around the world for your hard work, resilience, and unwavering dedication. It is your talent and commitment that will drive our success. And I'm more confident than ever in our ability to deliver outstanding results for both our customers and shareholders. Thank you, And now I'd like to turn things over to the operator to begin the Q and A session. Operator: Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift a handset before pressing any keys. Your first question comes from Bob Lovick with CJS Securities. Your line is now open. Bob Lovick: Good morning. Congratulations on the strong results in Outlook. Thanks, Bob. People on board and and and for everyone to know, gel and make a difference and and you know, start start operating as one. Yeah. Thank you for that question. Know, the great news is we've attracted top-tier talent to this company, which speaks highly to the opportunity we have at Neogen. In turning this business around. I was recruiting for the talent, I was really looking for very experienced leaders in diagnostics or life sciences that have been part of large organizations that understand the discipline and complexity of managing global businesses But more importantly, we're operators, though they were able to zoom in and zoom out really help the organization accelerate know, the basics that I've talked about before. And I think that's extremely important because know, we've got a great workforce And in some cases, you know, we're trying to implement global processes that require a lot of hands-on initially to get everybody going in the same direction. So I'm I'm very, I'm very proud, and I think we're extremely lucky to have attracted the talent that we've attracted. As far as how long it's gonna take to get them up and running, I would say that given the talent caliber and experience of these professionals, they're already hitting the ground running. You know? And our business is not so different than the than the human diagnostics business. So from a technology and go to market, there's a lot of similarities there. So we've got a very robust onboarding plan for all of the leaders and we are starting now to meet as a full management team and really focusing on the priorities, which have not changed, which are all about driving top line, optimizing our growth, and really focusing and becoming masters in the fundamentals. Bob Lovick: Okay. That sounds great. And then maybe just one more question. I'll jump back in queue. And obviously, good quarter, strong sequential margin improvement. But you know, I think you said you'll get better improvement in sample handling in the back half. I'm trying to get a sense what was the headwind to margins maybe from sample handling? Or or maybe said another way, once you get that to the margins you want, what would be the equivalent or close EBITDA margins at current levels? And then obviously, as top line grows, you can grow that from there. Mike Nassif: Yeah. I mean, let me give you a little bit of my thoughts on sample collection. And then I'd I'd like to ask Brian to share his thoughts as well, more specifics. But listen. Sample collection is is a challenge for us. We've been pretty transparent about that. We're working it. Multiple fronts from making sure that pricing is reflective of the average price in the market We are taking all of the improvements on improving the efficiency on the line. I think the great progress that we have made in in getting back getting out of backorders means that we can reduce the temporary labor, some of the scrap, and other things that were impacting our large to kinda get it more steady state You know? And we are 100% focused on improving profitability on the product. But this continues to be a gateway product that our customers need. But it leads to other, you know, other purchases within our portfolio. And I I personally don't think the product's ever going to be as profitable as other parts in our portfolio but we're not giving up, and we're gonna continue to be focused on that. But I would say high level, we would expect this product to return to some profitability in the second half. And I'd to ask Brian to share any thoughts on that. Brian Rigsby: Yeah. Thank you, Mike. But my comment would just be, I think if you look at the at our non-GAAP reconciliation schedule where we've been excluded the negative impact of that previously. Can see that it was Q4 in Q4, it was around $10 million. In Q1, it was $6 million. Q2, it was around $3 million So the trend is favorable. And, again, to Mike's comments, we expect to turn positive as we move into the back half of the year. Bob Lovick: Okay. Super. Congrats again. Thank you. Brian Rigsby: Thank you. Thanks, Bob. Your next question comes from David Westenberg with Piper Sandler. Your line is now open. Congrats on a really good quarter here. David Westenberg: So I'll just start off with why the implied HD growth, or margin, a little bit higher falling, you know, a really good quarter. Do you think is this conservatism? Or like first quarter for both the CFO and I guess second quarter for the CEO, You just wanna make sure that every everything's right here. Mike Nassif: Yeah. Let me start. I'll I'll I'll share some thought. Thank you for the question. I think that's a very fair question. And we'll ask Brian to jump in. I mean, I think, listen. What what you see contemplated in the guide is our prudent approach approach to beginning to return the business to sustainable performance. You've heard me talk about that last time, and I'm very much focused on driving free. Predictability in this business and consistency. Listen. I'm happy with how the org is reacting to the new ways of working in the very short period time that we've been here. And Q2 is is is a great quarter, but it's one data point. We've also got a brand new team that's gonna be settling in and learning how to work together and really start to scale these things that we put in place. And I would say just as important, and Brian and I talk a lot about this, we understand the importance of our commitment to investors and building credibility. That's extremely important to us. And so with that said and the lingering macroeconomic weaknesses, tariffs, uncertainty, and what have you, you know, we feel confident with the trajectory. The early progress we've made. And taking all of that into account, we believe it's appropriate to take a conservative tact for the remainder of the fiscal year. And the last point I'd make is it's important to note that we are now forecasting a positive growth for the year given this latest update on the guide. Brian? Brian Rigsby: Yeah. I would just echo Mike's comment in terms of, you know, it's one data point. We did raise the guide to reflect the over delivery in Q2. But, you know, we we've got a new team in here I've been here for two months now. And and we just wanna make sure that we know, take the right approach that relates to how we manage the guy. David Westenberg: Perfect. And, just asking one more kind of basic blocking tackling question as we look at our models. Were there any onetime revenue tailwinds in the quarter? And we think about recurring adjustments how do we think about those cycling through for the rest of the year? I think, with the recurring adjustments, it's one of those, have limited time. But, I mean I mean, I guess, you always have new ones. So I guess anyway, anyway to think about that, like, Anyway. Brian Rigsby: Yeah. Sure. I I'll take the question. Mike can add anything you like. The the only thing I would recall, we we did have about $2 million of insecticide tailwind in Q2 in the animal safety segment. But but, really, that would be the only thing of note that I would call out as a as a onetime. Mike Nassif: Yeah. The only thing that Yep. Yeah. David, what what I would just add is that you know, we saw you know, it's it's it's crazy when, you know, the simplicity sometimes is you get what you measure. So know, driving the commercial excellence, focusing on key products, when you think about you know, petri film, pathogen, allergens, which have been a focus for us in that quarter, you see very healthy returns on those when you drive the right focus. And so you know, we were we were very pleased with how the organization's responding to the additional focus. And we feel that a lot of this growth was due to driving the specificity and commercial excellence. So the organic growth is is great, and now we're looking to you know, scale that and accelerate it. David Westenberg: Got it. I'll just give it a two knowing that, know, you still have a few more analysts to ask for questions on. Okay. Mike Nassif: Thanks, David. David Westenberg: Your next question comes from Brandon Vazquez with William Blair. Your line is now open. Brandon Vazquez: Hey, good morning, guys. Thanks for taking the question and congrats on a nice quarter as well. Mike, maybe as you sit, you know, you're maybe about six months into the seat now. You guys have had a a strong quarter here. Talk to us a little bit about specifically what in the commercial organization has changed that is working. This is probably the first time in several quarters, if not a couple of years, where you've been able to kinda accurately forecast the business and actually give improving expectations for the business on a go forward basis. So what is working and what's giving you the confidence to raise guidance already less than a a year into the c in the CEO seat? Mike Nassif: Yeah. Thanks, Brandon. And listen. I wish I can tell you something that makes me look really smart. Reality is it's just focusing on the basics and driving simplicity. You know, I think that, you know, last quarter when we were talking about know, in in the quarter, discussion, but also on the one on ones, You know, specifically, the organization was very comfortable doing monthly forecasts for example. And very early on, that didn't seem like the right approach given our history of missing our forecasts. So we instituted a weekly latest best estimate process where we bring in all of the sales leaders and all of the supporting functions on a weekly basis reviewing the forecast, reviewing the risks and opportunities, reviewing the targeted accounts, discussing what needs to be, what do we need to do to enable the sales team to deliver on the commitments to the customers, And, you know, I would say in the first couple weeks, it was a little bit rough. But now you see the leaders running the calls and the whole organization is really focused on enabling the commercial team. And and one of the things that I think I've shared and I've been trying to instill in the organization is our commercial team needs to be very customer centric. The rest of the organization needs to be in service of the commercial team. And that is how we're driving this. And so early signs is that this is really resonating with the organization, and I think we can kinda see that the in the Q2 performance. Now that said, we don't wanna get ahead of our skis. We're gonna continue to do the same thing this quarter that we did last quarter. Get the new leaders on board, drive more com you know, drive more specificity making sure we're really looking at the opportunities, addressing the concerns, you know, that we have and the headwinds in the market. And I think, really, that is the the formula for success. Brandon Vazquez: Got it. Great. That's that's helpful. Then of the other big questions I get a lot with investors now, and and I'm sure you're aware, is just the feature film manufacturing process. You made a couple of comments in your prepared remarks. On some confidence there. Can you maybe just spend another minute on, like, what is it that's giving you confidence that this is continuing on time And Yeah. Know, what are you seeing in the early ramp of that facility? Mike Nassif: Yeah. Absolutely. And this is a super important project for us. In Q1, I shared that early on, I knew this was a priority, and I spent a lot of time with Jim Walters, our head of operations and the manufacturing team really looking at the at this plan. You know, having been in biopharma businesses and med tech businesses, any tech transfer has a lot of challenges. In this case, we're doing 17. On 17 SKUs. And I was very proud and, and happy, pleasantly surprised, I guess, happy of how the team has thought about all of the potential factors and things that can come to play in in making sure that this transition is is extremely successful. And I think that since then, we have executed that plan. That plan remains the same. We remain, extremely focused, and the process of doing that is starting to you know, demonstrate some results. And so we're we're still on track for the November 2027 timeline. We're in the late stages of production testing, which has gone very well so far. In parallel, we've begun initial phases of product validation. Which we expect to continue into the summer. You know, as I mentioned, in the opening remarks, throughout the course of production testing and the initial product validation work, we've demonstrated that we can manufacture petrifilm. On the new equipment, which is a very important milestone. You know? And so gonna continue to execute the plan. We've got the right talent, the right resources. This is the top focus for us. We are not sparing any any any focus or resource required. And, that's what gives me confidence. Brandon Vazquez: Got it. Thanks a lot, guys, and congrats again. Mike Nassif: Thanks, Brandon. Your next question comes from Subbu Nambi with Guggenheim Securities. Your line is now open. Thomas DeBourcy: Hi, guys. This is Thomas on for Subbu. Thanks for taking our questions. For the growth in indicator testing and culture media, much of that was volume driven, and then how much was on price? Just trying to gauge how we should think about growth for the rest of the year and if that's sustainable. Mike Nassif: Yeah. I can share some thoughts, and and maybe wants to add a few things. I would say that most of it is organic growth. You know, these are these are product lines that we drove specific focus on. And so there are some you know, last quarter, we did share that there was a part of the decline of petri film was due to a inventory correction in our major distributor in The United States, We've seen that distributor go back to normal levels. And when you look at sellout data, it's around 9%. You know? So the the PFM market continues to be healthy. We continue to be the market leader and growing, you know, at that pace. I think pathogens is also another one where we're seeing significant growth, but organic growth. Just due to you know, all of the illnesses, the rise in illnesses and other things, you know, that you see then with allergens, know, that was, as you guys might be aware, you know, we've had some supply issues in the past. We're not through those. Working we've worked through all of the back orders. And we're regaining some lost customers. And we're really looking to get that platform back on state growth. Brian, anything you wanna share there? Brian Rigsby: Yeah. I would just say, total, you know, up 6% and and just more volume than price. Would be the only thing I would emphasize. Thomas DeBourcy: Okay. Awesome. And then maybe just to stay there on Petrie Film. What are your updated assumptions around the 2026 growth rate? And then just how should we think about this longer term, if feature film? much of the growth was volume, is there pricing power still available in the market to take for Thank you, guys. Mike Nassif: Yeah. I mean, I think the, there's always there's always pricing opportunity. And in fact, that's it. Standard language in all of our contracts. One of the things that you know, is not unique to this business is that we have different contract durations and different contract expiry. So as new contracts come on board, certainly, the inflationary pricing adjustments are are introduced. And, of course, when we launch new Petri film, tests, that we always, you know, price that accordingly. I think there continues to be an opportunity to adjust for inflationary measures as new contracts come up for renewal Yeah. I think the only thing I would add is just that you you may recall that in Q1, we had one our largest U. S. Distributor adjusting their inventory levels, which provided for a headwind in Q1 even though the end market Yeah. That's a good one. Yeah. Was still strong. And so that phenomenon wasn't there in the second quarter, so we would expect the remainder of the year for that product to look more like Q2. Operator: Your next question comes from Thomas DeBourcy with Nephron Research. Your line is now open. Thomas DeBourcy: Hi. Thanks, for taking the question. I was just wondering, like, just in terms of, you know, I guess, help me get to the CEO role, your feedback from customers, you know, the business overall. Obviously, they've had to deal with some stockouts of certain products, like a tip collection and just their willingness to kind of work with you as you you know, ramp up production to get back towards more normal inventory levels and then just overall, the business is there a rough breakout you could give in terms of volume versus price in term of the organic growth? Thanks. Mike Nassif: Thanks, Tom, for your question. You know, by now, I have visited all regions and have visited customers distributors, direct customers from around the world. And I honestly have to say, you know, I've never been in a market where customers are rooting for you. Like they are for Neogen? We are a food safety company. I can't tell you how many customers know, some more impacted than other with our supply issues. But they want us to succeed. They see us as a vital partner in their food safety quality program. If, you know, if you if you look at food safety quality program at sites, these are cost centers. You know? These are you know, they're doing the testing required and sometimes they have a lot of turnover. And when there are gaps in their competency or gaps in their training, or knowledge, They rely on Neogen to help fill that gap. And I think that is one of the one of the advantages that we have in addition to having a full food safety portfolio is that we are seen as the experts in the food safety business. And so it has been consistent around the world. Yes. Some customers are frustrated. But they very much want us and need us to succeed because that means that their food safety programs will also succeed. Brian, I don't if you have anything more to just say similar to my earlier comment. Around another product category. It was it was positive, but more volume than price. Thomas DeBourcy: Yeah. Great. Thank you. Operator: There are no further questions at this time. I will now turn the call over to Mike Nassif for closing remarks. Mike Nassif: Great. Thank you, everybody, for joining and all of the conversations and the feedback. I very much look forward to seeing many of you, next week at JPMorgan to continue the conversation. Have a great rest of your day. Operator: Ladies and gentlemen, this concludes the conference call for today. We thank you for participating and ask that you please disconnect your lines.
Wendy D. Kelley: Good day, and welcome to the WD-40 Company's first Fiscal Year 2026 Earnings Conference Call. Today's call is being recorded. At this time, all participants are in a listen-only mode. At the end of the prepared remarks, we will conduct a question and answer session. Please press 1 on your telephone keypad. Please make sure your mute function is turned off to allow your signal to reach our equipment. If at any time during the conference, you need to reach an operator, telephone keypad. I would now like to turn the presentation over to the host for today's call, Wendy Kelley, Vice President, Stakeholder and Investor Engagement. Please proceed. Thank you. Good afternoon, and thanks to everyone for joining us today. On our call today are WD-40 Company's President and Chief Executive Officer, Steven Brass, Vice President and Chief Financial Officer, Sara Hyzer. In addition to the financial information presented on today's call, we encourage investors to review our earnings presentation, earnings press release, and Form 10-Q for the period ending 11/30/2025. These documents will be made available on our Relations website at investor.wd40company.com. A replay and transcript of today's call will also be made available shortly after this call. On today's call, we will discuss certain non-GAAP measures. The descriptions and reconciliations of these non-GAAP measures are available in our SEC filings as well as the earnings documents posted on our Investor Relations website. As a reminder, today's call includes forward-looking statements about our expectations for the company's future performance. Actual results could differ materially. The company's expectations, beliefs, and projections are expressed in good faith but there can be no assurance that they will be achieved or accomplished. Please refer to the risk factors detailed in our SEC filings for further discussion. Finally, anyone listening to a webcast replay or reviewing a written transcript of this call, please note that all information presented is current only as of today's date, 01/08/2026. The company disclaims any duty or obligation to update any forward-looking information as a result of new information, future events, or otherwise. With that, I'd now like to turn the call over to Steve. Steven A. Brass: Thanks, Wendy, and thank you all for joining us today. Today, I'll start with an overview of our sales results for 2026 and then provide an update on the progress we've made against certain elements of our four by four strategic framework. Then Sara will dive deeper into our first quarter performance, review our business model, give a brief update on the divestiture of our home care and cleaning business, and review our outlook for fiscal year 2026. After that, we'll open the floor for your questions. Today, we reported consolidated net sales of $154.4 million, representing a 1% increase compared to last year. Let's take a closer look at these results and unpack what's driving our performance. Maintenance products remain our primary strategic focus, representing approximately 96% of total net sales for the quarter. Net sales for these products reached $148.9 million, a 2% year-over-year increase. While this performance came in below our long-term growth targets, we remain highly confident in the strength of our growth trajectory for both the fiscal year and longer term. As you know, we go to market through a combination of direct operations and marketing distributors. Our direct markets accounted for 83% of our global sales during the first quarter and maintenance products grew by 8% in those markets, in line with our long-term growth targets. The softness we saw in the first quarter was primarily due to timing-related factors within our marketing distributor network, not a decline in end-user demand. Marketing distributors represent about 17% of our global sales, and typically exhibit greater quarter-to-quarter variability. These markets offer significant long-term growth potential but can be more volatile period to period. As I shared last quarter, we anticipated the Q1 pullback, particularly in Asia Pacific, as distributors managed inventory levels. I'll provide more detail on Asia Pacific performance shortly. We remain confident in a strong rebound later this fiscal year. The second quarter is already off to an excellent start with solid growth across all three trade blocks. We have visibility into a number of upcoming initiatives, giving us confidence in delivering a solid fiscal year result. I'm also pleased to report that our gross margin continues to strengthen. In the first quarter, we reported a gross margin of 56.2%, which is an improvement of 150 basis points sequentially from the fourth quarter and 140 basis points compared to the first quarter of last fiscal year. Gross margin, excluding the impacts of the gas assets we currently have held for sale, was 56.7%. Sara will share more detail about our gross margin in just a few minutes. Now let's talk about first-quarter sales results by segments starting with The Americas. Unless otherwise noted, I'll discuss net sales on a reported basis compared to the 1st Quarter Of Last Fiscal Year. Sales In The Americas, which include The United States, Latin America, and Canada, was $71.9 million in the first quarter, an increase of 4% compared to last year. Sales of maintenance products were $68.6 million, an increase of 5% or $3.2 million compared to last year. The bulk of this growth was driven by higher sales and maintenance products in The United States and Latin America, which increased 312%, respectively. In The United States, sales of WD-40 Multi-Use Product increased following a modest price adjustment in 2026. But this was partially offset by lower volumes due to the timing of customer orders. In Latin America, higher sales of WD-40 Multi-Use Product were primarily driven by expanded distribution and successful promotion activity. In Mexico, maintenance product sales were also positively impacted by higher sales of WD-40 Specialist, which increased 14% primarily due to increased online retail sales, new distribution, and increased demand primarily in The United States. Home care and cleaning product sales declined 18%, reflecting our strategic shift toward higher-margin maintenance products alignment with our four by four strategic framework. In total, our Americas segment made up 47% of our global business in the first quarter. Now let's take a look at our sales in EMEA, which includes Europe, India, Middle East, and Africa. Excluding the impact of the home care and cleaning we divested in 2025, net sales of $58.7 million, an increase of 5% or $2.8 million compared to last year. This growth was driven primarily by a 27% increase in WD-40 Specialist sales fueled by heightened promotional activity and successful new product launches in key direct markets. Sales of WD-40 Multi-Use Product in EMEA remained relatively constant. We continue to see strong trends in many of our direct markets. However, the increased sales in our direct markets were fully offset by softer performance in EMEA distributor markets, primarily due to the timing of customer orders reflecting the inherent variability often experienced in our distributor markets. While distributor sales declined in aggregate, India was a standout delivering a $1.4 million increase. In total, our EMEA segment made up 38% of our global business in the first quarter. Now on to Asia Pacific. Sales in Asia Pacific, which includes Australia, China, and other countries in the Asia region, were $23.9 million, a decrease of 10% or $2.7 million compared to last year. Sales of WD-40 Multi-Use Product were $18.3 million in the quarter, a decrease of 12% compared to last year. Although segment sales declined in the first quarter, we achieved strong growth in China, where sales increased 8% over the prior year. This performance was driven by expanding distribution and effective promotional initiatives. These gains were fully offset by lower sales of WD-40 Multi-Use Product in Asia distributor markets, where sales decreased by GBP 3.3 million or 33%. As noted earlier, this was primarily driven by the timing of customer orders as distributors that heavily participated in promotional activities during 2025 adjusted to more typical inventory levels. This performance was anticipated and factored into our fiscal year 2026 guidance. Importantly, we continue to expect a strong rebound later in the fiscal year. In Australia, sales of maintenance products remain constant. Home care and cleaning product sales, remain a strategic focus for us in Australia, declined by 5% compared to last year, primarily due to the timing of customer orders. In Asia Pacific, sales of WD-40 Specialists were up 2% in the first quarter due to higher sales volume from successful promotions and marketing efforts in Australia and China. In total, our Asia Pacific segment made up 15% of our global business in the first quarter. Now let's talk about our Must Win Battles. Amos Win Battles focused on accelerating revenue growth in maintenance products. Starting with must-win battle number one, lead geographic expansion. In the first quarter, sales of WD-40 Multi-Use Product reached $118 million, decreasing 1% compared to last year. While this performance does not align with our long-term growth objectives, we've made excellent progress this quarter in many key markets. With strong sales growth of $1.4 million in India, $1.2 million in Mexico, $900,000 in Iberia, and $800,000 in China. At 72 years young, we captured only 25% of our global growth potential for our flagship product. We estimate the attainable market for WD-40 Multi-Use Product to be approximately $1.9 billion compared to fiscal year 2025 sales of $478 million, leaving an opportunity of roughly $1.4 billion to nearly quadruple current sales. Capturing that growth simply means continuing what works. Expanding brand awareness and distribution across 176 countries and territories. All occasional soft quarters are part of the journey, they don't change our strategy, our long-term opportunity, or our positive outlook. Next is must-win battle number two, accelerating premiumization. Our second must-win battle is to accelerate the growth of premium formats of WD-40 Multi-Use Product. Innovation drives this strategy. We design products like Smart Straw and Easy Reach, with end users at the heart of every decision. This end-user-focused approach strengthens brand loyalty, supports gross margin growth, and deepens our competitive advantage. In the first quarter, sales of WD-40 Smart Straw and EZ REACH when combined up 4% over the prior year. Premiumized products currently account for approximately 49% of WD-40 Multi-Use Product sales, leaving considerable room for continued growth. We target a compound annual growth rate for net sales of premiumized products of greater than 10%. Our third must-win battle is to drive WD-40 Specialist growth. When we introduced the WD-40 Specialist alongside the WD-40 Multi-Use Product, not just adding variety. We're strengthening our brand, capturing new segments, and offering end users more choice without diluting what makes our core brand iconic. In the first quarter, sales of WD-40 Specialist products were $22.5 million, up 18% compared to last year. We estimate the global attainable market for WD-40 Specialists to be about $665 million with only 12% of that potential realized to date with roughly $583 million in growth opportunity ahead. We target a compound annual growth rate for net sales of the WD-40 Specialist at greater than 10%. Our fourth must-win battle is to Turbocharge Digital Commerce. Our digital commerce strategy is a catalyst for growth across the business. Not merely a channel for online sales. It plays a vital role in advancing each of our must-win battles by increasing brand visibility, improving accessibility, and driving deeper engagement with end users across global markets. In the first quarter, e-commerce sales increased 22%, primarily driven by strong sales of WD-40 Specialist in The United States. Now let's move to the second element of our four by four strategic framework, strategic enablers, which emphasize operational excellence. Today, I'll provide an update on strategic enablers one and three. Our first strategic enabler is to ensure a people-first mindset. At WD-40 Company, we've long held the belief that first you build the people, and the people build the business. We strive to be an employer of choice for all employees and their best selves to work. In November 2025, we completed our latest employee engagement survey and I'm proud to share that we've been able to increase our employee engagement index score to 95%. A new record high for our organization. Additionally, 97% said they actively collaborated, shared knowledge and ideas, and drove better results. These results underscore how global collaboration accelerates our success and reflects our bold ambition to become a world-class global learning organization. Our third strategic enabler is achieving operational excellence in the supply chain. Profitable growth depends on a supply chain that's optimized, high-performing, and resilient. This enabler has been key to expanding gross margins through cost reduction initiatives such as packaging improvements, logistics efficiencies, and strategic sourcing. In the first quarter, we delivered global on-time performance of 97.6%. Even while we continue to increase production capacity to support our must-win battles. Our global supply chain team also made strong progress in engaging with key suppliers and advancing our responsible sourcing policy. With that, I'll now turn the call over to Sara. Sara K. Hyzer: Thanks, Steve. Today, I'll offer insights into our business model, highlight key takeaways from our first-quarter performance, and provide a brief update on the planned divestiture of our Home Care and Cleaning business in The Americas. Today, we are reaffirming our full-year 2026 guidance. While our guidance ranges remain unchanged, I will provide some additional color on our outlook. Let's start with the big picture. While our first-quarter results were below our long-term growth targets, we did expect to get off to a slower start this year. And we believe we are set up for a strong year. We have numerous activities scheduled in the back half of the year giving us confidence that we will be at the mid to high end of our guidance ranges. Our results can fluctuate quarter to quarter, driven by the timing of promotional activity and customer order patterns. WD-40 Company is built for durable value creation. Driven by brand strength, operational discipline, and a culture of continuous improvement. This foundation positions us for sustained growth and strong stockholder returns for decades to come. And with that, let's start with taking a closer look at our business model. Our business model is a strategic tool we use to guide our business. It is built around three core areas: gross margin, cost of doing business, and adjusted EBITDA. In the near to midterm, we continue to evaluate each component of the model within a range, allowing us to adapt while staying aligned with our long-term objectives. Because our business model is based on revenue, quarter-to-quarter variability in sales can lead to fluctuations in its performance. We will begin with gross margin performance, which continues to be strong, building off our solid recovery in fiscal year 2025. In the first quarter, our gross margin was 56.2%, up from 54.8% in the first quarter of last year, representing an improvement of 140 basis points and was most significantly impacted by the following favorable factors: a 110 basis points from lower specialty chemical costs and lower CAM costs, and 60 basis points from higher average selling prices, including the impact of premiumization. These positive impacts to gross margin were partially offset by higher filling fees, primarily in EMEA, which negatively impacted our gross margin by 50 basis points. Gross margin in The Americas rose to 90 basis points, from 50.4% to 53.3%, driven by higher average selling prices and by lower specialty chemical costs and lower can costs. Gross margin in EMEA increased 90 basis points from 57.8% to 58.7%, which was mostly driven by the favorable impact of foreign currency exchange rates partially offset by higher billing fees. While still well above our 55% target, gross margin in Asia Pacific decreased slightly by 70 basis points, from 59.6% to 58.9%, primarily due to decreases in average selling prices linked to changes in sales mix. We're very pleased with the trajectory of gross margin. But external risks like cost volatility, tariffs, and inflation remain part of the landscape. To mitigate these and strengthen margins over time, we're driving initiatives such as supply chain cost reduction, premiumization, new product introductions, geographic expansion, and asset divestitures. These levers reinforce our confidence in our gross margin's long-term potential. Now turning to our cost of doing business, which we define as total operating expenses plus adjustments for certain noncash expenses. Our cost of doing business is primarily driven by three areas: strategic investments in people, global brand-building efforts, and freight expenses associated with delivering products to our customers. Investing in our future remains a top priority. While our long-term goal is to keep the cost of doing business within a 30 to 35% range, we're making strategic investments to drive sales growth and enhance operational efficiencies. These investments strengthen our foundation and position us for sustained growth. We also need time to absorb the loss of revenue associated with the home care and cleaning divestitures. Revenue growth is a key driver of our cost of doing business ratio. With a slower start to the year and continued investments to fuel long-term growth, our cost of doing business temporarily moved above our target range. For the quarter, the cost of doing business was 40% of net sales, compared to 37% last year. Our first quarter typically carries higher expenses due to essential planning meetings and increased travel, which are critical for setting our strategic direction for the year. I view this quarter's cost of doing business as an anomaly. And as we execute our strategies to accelerate top-line performance, we expect this ratio to improve over the course of the year. In dollar terms, our cost of doing business increased $4.6 million or 8% compared to last year. Changes in foreign currency exchange rates had an unfavorable impact of $1.3 million this quarter. The majority of the remaining increase, $2.8 million, was driven by higher employee-related expenses, including additional headcount to advance initiatives in our strategic framework and strengthen our information system. In addition to higher travel and meeting expenses this quarter over the prior year. Advertising and promotional expenses decreased slightly year over year. As a percentage of net sales, A and P spend was 5.3% this quarter, compared to 5.5% last year. While we are currently tracking below our full-year guidance of around 6% of net sales, we have brand-building initiatives planned for the remainder of the fiscal year, which we expect will bring A and P investment in line with our fiscal year guidance. While we always seek cost efficiencies, scale, not cost-cutting, is what will move us toward our long-term cost of doing business target. As revenues grow, we expect the cost of doing business to trend toward 30% to 35%. With sales growth being the key driver of improvement. Turning now to adjusted EBITDA. Adjusted EBITDA as a percentage of sales is a key measure of profitability and operational efficiency. Our 20 to 25% target range for adjusted EBITDA margin is a long-term aspiration. However, we continue to believe we can move adjusted EBITDA margin back to our midterm target range of 20% to 22% once we have absorbed the loss of revenues associated with the home care and cleaning divestiture. Divestitures. In the first quarter, our adjusted EBITDA margin was 17% compared to 18% last year. Adjusted EBITDA is a critical component of our business model. With our low debt capital light structure, much of it converts to free cash flow, enabling consistent stockholder returns and long-term value. Now let's turn to other key measures of our financial performance. Operating income, net income, and earnings per share in the first quarter. Operating income declined 7% to $23.3 million in the first quarter. While net income fell 8% to $17.5 million. On a pro forma basis, which excludes the impact of the home care and cleaning products divested and those classified as held for sale, operating income and net income would have declined 45%, respectively. Declines in operating income and net income were primarily driven by softness in top-line sales, which we are expecting to bounce back over the course of the year. Decreases were also driven by higher SG and A expenses compared to the prior year. Diluted earnings per common share were $1.28 in the first quarter compared to $1.39 last year, reflecting a decrease of 8%. Our diluted EPS reflects 13.5 million weighted average shares as outstanding. On a pro forma basis, EPS would have decreased 5%. Now let's review our balance sheet and capital allocation strategy. We maintain a strong financial position and healthy liquidity, supporting a disciplined capital allocation strategy that drives long-term growth and delivers consistent cash flow and returns to our stockholders. Annual dividends will continue to be our priority and are targeted at greater than 50% of earnings. On December 10, our Board of Directors approved a quarterly cash dividend of $1.2 per share, an increase of more than 8% over the prior quarter. This reflects the board's confidence in future cash flows and underscores our commitment to returning capital to stockholders through consistent dividends. During the first quarter, we repurchased 39,500 shares of stock at a total cost of $7.8 million under our share repurchase plan. We have approximately $22 million remaining under our current repurchase plan, which expires at the end of this fiscal year. We have accelerated buybacks and plan to fully utilize the remaining authorization, reinforcing our strong conviction in the company's long-term fundamentals. Our focus remains on accretive capital returns that reflect confidence in the enduring value of our stock. Finally, before I move to guidance, I would like to provide a brief update on the household divestiture. We continue to make progress on the sale of our America's home care and cleaning product brands. Our investment bank continues active discussions with multiple potential buyers. Although there's no certainty of a deal, we remain optimistic, and I will provide further updates as appropriate. So let's turn to FY '26 guidance. As a reminder, we issued this year's guidance on a pro forma basis, excluding the financial impact of the Home Care and Cleaning brands. Currently classified as assets held for sale. While the exact timing of the transaction remains uncertain, we believe this approach will provide investors with clarity on the direction of the core business, and help minimize the noise surrounding the transaction. While first-quarter sales results were below our long-term growth targets, as we mentioned, we anticipated a slower start to fiscal 2026. The softness was driven by timing factors within our marketing distributor network, not by a decline in end-user demand. All indicators point to a strong rebound later in the fiscal year. Accordingly, we are reaffirming our guidance today. With the visibility we have into numerous activities already scheduled for the back half of fiscal year 2026, we are highly confident in delivering results at the mid to high end of our guidance ranges. For fiscal year 2026, we expect net sales to be between $630 million and $655 million after adjusting for foreign currency impacts. A growth of between 5-9% from the pro forma 2025 results. Gross margin is expected to be between 55.5-56.5%. Advertising and promotion investment is projected to be around 6% of net sales. Operating income is expected to be between $103 and $110 million, representing growth of between 5-12% from the pro forma 2025 results. The provision for income tax is expected to be between 22.5 and 23.5%. And diluted earnings per share is expected to be between $5.75 and $6.15, which is based on an estimated 13.4 million weighted average shares outstanding. This range represents growth of between 5-12% over the pro forma 2025 results. This guidance assumes no major changes to the current economic environment. Unanticipated inflationary headwinds and other unforeseen events may affect our view of fiscal year 2026. In the event we are unsuccessful in the divest of The Americas Home Care and Cleaning brands, our guidance would be positively impacted by approximately $12.5 million in net sales, $3.6 million in operating income, and 20¢ in diluted EPS on a full-year basis. That completes the financial overview. Now I would like to turn the call back to Steve. Steven A. Brass: Thank you, Sara. In summary, what did you hear from us today on this call? You heard that sales in our direct markets grew 8% in the first quarter in line with our long-term growth targets. You heard that this increase in sales was partially offset by softer sales in our marketing distributor network relating to timing-related factors, not a decline in end-user demand. You heard that sales of WD-40 Specialists were up 18% in the first quarter. You heard that sales in the e-commerce channel were up 22% in the first quarter. You heard that after seventy-two years, we've kept only about 25% of our global growth potential on our core multi-use product, leaving roughly $1.4 billion in opportunity to nearly quadruple current sales. You heard that in the first quarter, our gross margin was 56.2%, up 150 basis points from the fourth quarter and 140 basis points from the same period last year. You heard that we've been able to increase our employee engagement index score to 95%, a new record high for our organization. You heard that we've accelerated buybacks and plan to fully utilize our remaining authorization, reinforcing our strong conviction in the company's long-term fundamentals. You heard that our board approved a quarterly cash dividend of $1.02 per share, up more than 8% from last quarter, and this increase reflects strong confidence in our cash flow outlook and our ongoing commitment to stockholder returns. You heard that we are off to a strong start in the second quarter with solid growth across all three trade blocks. And you heard that reaffirmed our guidance ranges. With the visibility we have into numerous activities planned for 2026, we're highly confident in delivering results at the mid to high end of our guidance ranges. Thank you for joining our call today. We would now be pleased to answer your questions. Operator: Ladies and gentlemen, if you would like to register a question, your signal to reach our equipment. If your question has been answered and you would like to withdraw your registration, please press 1 again. One moment for please for the first question. Our first question comes from the line of Mike Baker with D. A. Davidson. Please proceed with your question. Michael Allen Baker: Okay. Thanks. I'll have a few. Let me start with Sara, you said you said let me get the exact quote. All indicators, point to strong, results. So what if you could give us more detail on what these indicators are. And then the guidance so mid to high end of the full year range, Is that more bullish than when you originally gave the guidance? I could be wrong, but I don't remember you. I remember you giving a range on the fourth quarter, but not necessarily planning to mid to high end. So can you help me on that? Thanks. Sara K. Hyzer: Yeah. Sure thing, Mike. Nice to hear from you. So yeah, as we sit here today and look forward into the back half of the year with the activities that we have locked in place, we do feel highly confident in being able to get to that mid to high end of the range. And that really is just coming from the, you know, promotional activities that we have scheduled, and that we've been able to lock in even since year-end. So we're feeling really good about where The Americas is going to be landing the year. And some of the very variability will also be driven by Asia Pac's recovery in the back half of the year. So while they had a slower start, particularly in the marketing distributor markets, you know, when we're starting to look at the recovery starting in Q2, but most mostly that recovery will come in the back half of the year. Michael Allen Baker: Okay. And to follow-up on that, the, are you sounds like second quarter is off to a good start. It it Can we say are we specifically seeing a recovery in those Asia distributor markets? Or, I guess you sort of just said it. It sounds like it's maybe starting a little bit, but it's more in the back half. But but can we are are we seeing a recovery yet? Those Asia distributor markets? Steven A. Brass: Hey, Mike. It's Steve. So, we are. We're already seeing that beginning of Q1, and that's our expectation. So, we had a relatively softish Q1 overall. Q2, you're going to see stronger results, but then the real power comes in the back half of the year. And so as Sara is alluding to, we're going to have a US year like we haven't had in quite a while, a really strong year in The US, and that's the foundation. Are you European direct markets performing very, very well and we expect that to continue. It's really about those Asia distributor markets and that kind of Q4, Q1 kind of impact with that beginning to recover beginning in Q2 and then into the back half. And also our European marketing distributor markets recovering also. Michael Allen Baker: Got it. Let me sneak in one more. The buybacks, I so last year, bought back $12 million. I think at one point, you had said you expect it to double. Be about $24 million. But now you're saying you you expect to go through the entire, 30 another another $22 million this year. That that's more than a double, I think, if if my math is correct. Yep. Yeah. So so that's a more confident moment. Is that fair to say? Sara K. Hyzer: Yes. It's fair to say, Mike. That is good math, and, yes, I think we as as as soon as the window opened up, we the buybacks and really just have it phased to utilize the entire I think, just under $30 million availability up through the end of the fiscal year. Michael Allen Baker: Got it. Awesome. Thank you. Appreciate the time. Thank you. Steven A. Brass: Thank you. Operator: Our next question comes from the line of Daniel Rizzo with Jefferies. Please proceed with your question. Daniel Rizzo: Hey, you guys mentioned taking reducing supply chain costs. I was just wondering if you can provide color on what specifically you guys are doing. I mean, are you I don't know, multi-sourcing more or or, yeah, just which is the steps you're taking? Sara K. Hyzer: Yeah. Sure. So we a couple years ago, we actually invested in not only a head of global supply chain, but also head of global sourcing. And so there's been some new thinking around how we source supply, and we started with cans. So some of the can reductions or the can reductions that you're starting to see impact the business in the back half of last year and into this year is really the result of a different way of thinking about sourcing more globally. And the next phase of that is going to be moving into to to the specialty chemicals area. So there are concrete actions that we are taking to look at how and where we are sourcing our raw materials from. In addition to that, there's a lot of activity happening on the supply chain side around how to take costs of the miles traveled for our costs out of or miles traveled for our product. Cost out of the system, along with a fresh look at the distribution network, particularly in The United States and making sure that we are the distribution center sorry. Making sure that we're taking a look at how we're where our distribution centers are situated. Again, with the idea of trying to reduce the mileage that our products are traveling. So there are structural changes that are in the works. Some of that won't impact the business until FY '27 and beyond, but we're really excited about the work that the supply chain team has really taken on in the last couple of years and starting to see that come to fruition. Daniel Rizzo: So with the increase in the distribution centers, would that suggest maybe that there's some come some CapEx spend or some sort of spend to kind of just include improve your footprint in different in various regions? That's my first question. And two, given these moves, is I I know your guidance is 55% gross margins, but it seems where we are now and maybe even a little above is is is annually achievable or sustainable for over the long term. Sara K. Hyzer: So I'll address the CapEx piece. Since it's a completely outsourced model, a lot of the investments, if we do have to make investments, are happening by our third-party providers. We may at times help supplement the cash investment that they have, but a lot of that doesn't qualify as CapEx from our perspective. So think our guidance of 1% to 2% from a maintenance CapEx standpoint is still going to be a very good target that we'll be landing within. And then secondarily, and of course, as I answer the CapEx question, I'm blanking on the second part of the question. I was just wondering given all the moves you're making with reducing costs fine. Operator: Yep. Okay. Sara K. Hyzer: Yeah. The 55%. So, I mean, we're sitting above 55% right now. I hate to commit to something over the long term as we are always subject to oil availability and just specialty chemical variability. But we are continuing to find opportunities for us to take costs out of the system. And so we believe you can see in the guidance this year, we believe that there's opportunities for us to get margin accretion even this fiscal year and some of those initiatives that we have in the pipeline. Are gonna benefit us in in in next fiscal year. So we'll we'll be able to obviously guide to next fiscal year as we get to the end of this year, but there is right now, we're fairly confident a strong gross margin. Daniel Rizzo: Alright. Thank you very much. Operator: Thank you. Ladies and gentlemen, that does conclude our allotted time for questions. We thank you for your participation on today's conference call and ask that you please disconnect your line.
Operator: Good day, and welcome to the RPM International Fiscal Second Quarter 2026 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Matt Schlarb, Vice President of Investor Relations and Sustainability. Please go ahead. Matthew Schlarb: Thank you, Betsy, and welcome to RPM International's conference call for the fiscal 2026 second quarter. Today's call is being recorded. Joining today's call are Frank Sullivan, RPM's Chair and CEO; Rusty Gordon, Vice President and Chief Financial Officer; and Michael Laroche, Vice President, Controller and Chief Accounting Officer. The call is also being webcast and can be accessed live or replayed on the RPM website at www.rpminc.com. Comments made on this call may include forward-looking statements based on current expectations that involve risks and uncertainties, which could cause actual results to be materially different. For more information on these risks and uncertainties, please review RPM's reports filed with the SEC. During this conference call, references may be made to non-GAAP financial measures. To assist you in understanding these non-GAAP terms, RPM has posted reconciliations to the most directly comparable GAAP financial measures on the RPM website. Also, please note that our comments are on an as-adjusted basis and all comparisons are made to the second quarter of fiscal 2025, unless otherwise indicated. We have provided a supplemental slide presentation to support our comments on this call. It can be accessed in the Presentations & Webcasts section of the RPM website at www.rpminc.com. As a reminder, certain businesses that were previously part of the Specialty Products Group have been reallocated to other segments effective June 1, 2025. As a result, all references today reflect the updated structure and prior year figures have been recast accordingly. There's no impact on consolidated results. Now I will turn the call over to Frank. Frank Sullivan: Thank you, Matt. Today, I'll begin with an overview of our results and cover some recent actions we've taken, followed by Michael Laroche, who will cover the financials in more detail. Matt will then provide an update on cash flow, the balance sheet and our recent acquisition. And then Rusty Gordon will conclude our prepared remarks with our outlook. As always, we'll be happy to answer your questions after our prepared remarks. Beginning on Slide 3, we achieved record sales during the second quarter, aided by our targeted growth investments. However, momentum slowed as the quarter progressed. We began the quarter with a solid September, actually better on the top line and bottom line than our first quarter results. Then the trend of longer construction project lead times became more pronounced, the DIY demand softened, particularly in late October and through November, resulting in sales declines for those months. The government shutdown contributed to this slowdown as we saw activity in certain construction sectors tied to government funding come to a near standstill and consumer confidence decline. All segments generated positive sales growth for the quarter. However, this was not enough to offset higher expenses, including growth investments and costs from temporary inefficiencies as we continue to consolidate plant and warehouse facilities, resulting in a decline in margins in the quarter. To better align our SG&A structure with current market demand, we are acting quickly to execute optimization actions across the organization. In many ways, this is an acceleration of the SG&A structural realignment we have been preparing as part of a new MAP 3.0 program. Importantly, we also continue to have focused investment in our highest growth opportunities. And on the following slide are some details about what we're doing. Turning to Slide 4, we estimate that once fully implemented, our optimization actions will yield an annual benefit of approximately $100 million. We have realized $5 million of the benefits in the third quarter with an incremental $20 million in the fourth quarter with the remaining $75 million in fiscal 2027. As we are currently in the process of implementing these changes, we will have an estimate of the implementation cost by the time of our next earnings call in April. We're also continuing our focused investments in areas where we have seen good returns and have opportunities for continuing growth. These include high-performance buildings, business intelligence and innovation. For high-performance buildings, we are expanding our technical sales force in areas like turnkey roofing and enhancing our system offering through acquisitions. As an example, we purchased an expansion floor joints company, HCJ in fiscal 2025, which along with our other complementary RPM products enables us to meet the demanding requirements of high-performance floors. We expect additional acquisitions to expand our system offering similar to the recently announced agreement to acquire Kalzip, which Matt will speak to in a few minutes. We're also investing in improved business intelligence. This includes capitalizing on The Pink Stuff's expertise in leveraging data to develop targeted marketing campaigns across multiple RPM businesses. Additionally, following several years of ERP integrations, we have been investing in business intelligence to better utilize data company-wide. It is helping to guide decisions and actions in areas such as marketing, pricing and operations. Finally, innovation has been a core element of RPM's historical growth and through investments in people and facilities like our Innovation Center of Excellence, we have enhanced our product offering across our segments. One example is AlphaGuard PUMA, which is leading waterproofing technology and can be installed at temperatures as low as minus 20 degrees Fahrenheit. Another example is EucoTilt WB. It is a newly introduced water-based bond breaker that provides a clean separation of panels along with other benefits in the growing tilt up construction market. In summary, we are accelerating actions to optimize SG&A levels in response to soft market conditions while remaining focused on supporting our best growth opportunities. With our growth investments and the quality of our people, we remain well positioned to continue outpacing our markets, particularly as markets rebound. Lastly, in addition to the actions we announced today, we're in the process of developing our MAP 3.0 program and expect to provide details at our Investor Day event after the conclusion of our 2026 fiscal year. I'll now turn the call over to Michael Laroche to cover the financials. Michael Laroche: Thank you, Frank. On Slide 5, consolidated sales increased 3.5% to a record driven by acquisitions and engineered solutions for high-performance buildings, partially offset by continued DIY softness and longer construction project lead times, partially due to the government shutdown. Adjusted EBIT declined as top line growth and MAP 2025 benefits were more than offset by higher SG&A expenses from growth initiatives, M&A deal costs, health care and temporary inefficiencies from plant and warehouse facility consolidations. Adjusted EPS declined driven by lower adjusted EBIT and higher interest expense resulting from higher debt levels to finance M&A activity. Geographic results are on Slide 6, with Europe the fastest-growing region, driven by M&A and FX. North America grew approximately 2% as an increase in high-performance building solutions, partially offset by soft demand in DIY and in Canada. In emerging markets, growth was led by Africa and the Middle East as they continue to have success serving high-performance building and infrastructure projects. Moving to Slide 7. Construction Products Group sales grew to a record led by solutions for high-performance buildings. Project lead times lengthened as the quarter progressed, driven by the extended government shutdown. Additionally, weak sales in the disaster restoration business due to lower storm activity this year was a drag on growth. SG&A growth investments, temporary inefficiencies from plant consolidations and lower fixed cost absorption at businesses with volume declines more than offset MAP 2025 benefits and led to a decline in adjusted EBIT. Next, on Slide 8. Performance Coatings Group achieved record sales with broad-based growth across its businesses. Acquisitions also contributed to the growth. Adjusted EBIT was approximately flat as higher sales and MAP 2025 benefits were offset by growth investments and unfavorable mix. Consumer Group results are on Slide 9. M&A and pricing to recover inflation drove the sales growth as volumes declined due to soft DIY demand, particularly in November. Additionally, some sales were delayed as a result of software system implementations and the transition to a shared distribution center in Europe. Continued product rationalization also negatively impacted sales. Adjusted EBIT declined due to lower volumes, temporary inefficiencies from footprint consolidation and start-up of the shared distribution center in Europe. Additionally, lower demand at the Color Group also weighed on margins. In our cleaners business, the integration of the Star Brands Group, the parent of The Pink Stuff remains on track. However, we reversed a $12.7 million liability associated with an earn-out for this acquisition. This earn-out liability was originally calculated based on a probability weighted sales forecast, and much of the value was driven by more aggressive sales scenarios. Current forecasts are more in line with our base case assumptions and the aggressive targets needed to achieve the earn-out are unlikely to be met, which is driving a reversal. This $12.7 million gain has been excluded from our adjusted EBIT. Now I'll turn the call over to Matt, who will cover the balance sheet and cash flow. Matthew Schlarb: Thank you, Mike. Starting with cash flow from operations on Slide 10. It was up $66.3 million in the second quarter compared to the prior year with the increase attributable to improved working capital efficiency. This is the second highest second quarter in the company's history and helped us pay down $127 million in debt in the first half of the year, and that's in addition to returning $169 million to shareholders through dividends and share repurchases and spending $162 million on acquisitions. We are proud that in October, we increased our dividend for the 52nd consecutive year. This is a testament to our steady cash flow and our strategically balanced business model and focus on maintenance and repair. Liquidity remains strong at $1.1 billion, and combined with the strong balance sheet, we have a high level of flexibility in capital allocation decisions. As an example, yesterday, we announced an agreement to acquire a company that will strengthen our systems offering for high-performance buildings that Frank discussed earlier. Turning to Slide 11, you'll see more information on the agreement to acquire Kalzip. They are a German-based leader in metal-based roofing and facades, which is a fast-growing part of the construction market because of their durability, lower maintenance and high performance. The incorporation of Kalzip products into our existing offerings will strengthen CPG's ability to provide building envelope systems that enhance efficiency, durability and aesthetics, while also meeting or exceeding demanding specifications. The company had calendar year 2024 sales of approximately EUR 75 million, and the acquisition is expected to close in the fourth -- fiscal fourth quarter of 2026. Now I'd like to turn the call over to Rusty to cover the outlook. Russell Gordon: Thank you, Matt. Our outlook for the third quarter can be found on Slide 12. Market conditions are expected to remain sluggish with soft DIY demand and continued longer lead times for construction projects. We are encouraged to see that construction pipelines remain solid, although visibility of when this pipeline converts to actual construction activity remains unclear. Despite these macro challenges, we expect to outgrow our underlying markets. Thanks to the targeted growth investments we have been making. We will also benefit from the implementation of SG&A focused optimization actions, as Frank mentioned, although in the third quarter, that will be offset by continued health care inflation and an M&A deal expenses. Overall, we expect consolidated sales to increase by mid-single digits in the quarter. By segment, Consumer is expected to grow sales moderately more than PCG and CPG due to acquisitions. We anticipate adjusted EBIT will grow mid- to high single digits during the quarter. Moving to our fourth quarter outlook on Slide 13. We expect sales to grow in the mid-single-digit range. With our solid construction project pipeline, we expect some of the projects that were recently delayed to convert into activity by the end of the year. Also, if weather delays some projects from the third quarter, as we saw last year, we expect most of these to be realized in the fourth quarter. We will continue to benefit from acquisitions and the targeted growth investments we have been making, along with our resilient repair and maintenance focus and ability to sell engineered systems and solutions to high-performance buildings. In the fourth quarter, we'll also see more of the incremental benefit from the SG&A focused actions that we are currently implementing and should more than offset higher health care and M&A deal expenses. Taking all of this into account, we anticipate adjusted EBIT in the fourth quarter will be up low to high single digits with volume growth being the key variable. This concludes our prepared remarks, and we are now happy to answer your questions. Operator: [Operator Instructions] The first question today comes from Ghansham Panjabi with Baird. Ghansham Panjabi: So I guess starting off with maybe Slide 3 where you have the organic sales breakdown during the quarter. I know it can vary quite a bit on a monthly basis depending on comps, et cetera. But could you give us a bit more color as to how the business has specifically performed? The 3 operating segments was -- just trying to get a sense as to whether the deterioration was specific to Construction and then also Consumer or the Performance also get impacted? Frank Sullivan: Sure. So if you look at -- this is kind of unique, and I don't expect us to do this very often in the future. But when we provided guidance on our last investor call, the latest information we had was in September. And the unique element is talking about months, which we are in this call. Actually, in September, we saw margin improvement and solid growth at the Construction Products Group and the Performance Coatings Group and some continued weakness, which has been pretty prevalent across the whole peer group in Consumer. Pretty much across the board as we got into the back half of October and into November, we saw a deterioration across all 3 of our segments. Ghansham Panjabi: Got you. And then in terms of the $100 million SG&A initiative that you outlined, how much of that should we assume is temporary versus permanent? And is that just a reappropriation of spending relative to the previous growth investments? I'm just trying to get a sense as to whether you've curtailed some of those growth investments as well, just given the change in the operating conditions. Frank Sullivan: Sure. As you know, we've been working on a new MAP 3.0, not sure what we're going to call it yet. And like a lot of folks have kind of put off longer-term forecasts in the midst of all the tariff disruptions and other elements. It's our expectation, regardless of where the markets are that we would provide details this summer, whether it's on our July call or perhaps an Investor Day. So we have been preparing for that with our leadership team and our Board. So to a certain extent, the disappointing kind of market downturn, which is hopefully temporary, accelerated some of our thinking there. The $100 million is roughly $70 million in personnel-related RIFs across the globe and about $30 million in discretionary expense reductions. Operator: The next question comes from Matthew DeYoe with Bank of America. Matthew DeYoe: The fiscal 3Q and 4Q guidance seems to imply much better incremental margins, maybe not great, but certainly better than where we were. Can you help provide a little bit more confidence as to the rate of change of the fixed cost absorption as we move through fiscal 3Q and into 4Q? Frank Sullivan: Sure. So a couple of things. Number one, we're rounding easier comps, and so that will certainly help us. Secondly, the structural SG&A actions that we announced today and that we are implementing as we speak, will add to that leverage in ways that we weren't seeing in the first half of the year. And then I think secondly, with some improvement in unit volume growth, which we anticipate, you'll see a reversal in absorption, which hurt us mightily in Q2 as unit volumes declined in October and November. And to the extent they improve in the third and fourth quarter, that will be a nice swing both versus Q2 and also last year. Matthew DeYoe: All right. And as I think about some of the acquisitions that are starting to layer in at a decent clip here. I mean, how should we think about EBIT accretion from this? Is this -- are these deals kind of like non-EBIT accretive given D&A write-up? Or is it at margin, above margin? How should we think about the layering in there? Frank Sullivan: Sure. It takes some time for these to get integrated into -- particularly in our Construction Products Group, where most of these have happened. One of the areas for real possible strength for us in the second half, for instance, is Pure Air. It was an HVA (sic) [ HVAC ] reconditioning and rehabilitation project or product system that we acquired a couple of years ago. It took us longer than we thought to get properly certified in every state, and we are starting to get traction there. And so I think an 18-month to 2-year cycle is the right way to think about, for instance, at Kalzip, high-margin, unique metal roofing business in Germany, both some basic core stuff that we're in, in terms of metal roofing and some high-profile projects, principally a European business. So back to that 18 to 24 months, I think that's the right time frame to think about how we can integrate that into a Tremco CPG distribution and sales effort more globally. Matthew DeYoe: I guess I appreciate that from an operating integration perspective, but would that also kind of align with earnings accretion as well? Frank Sullivan: Absolutely. So in the early years of a Pure Air, not really accretive. And I believe as we get into calendar '26, and certainly, the back half of fiscal '26, what's a relatively small acquisition will be nicely accretive. Operator: The next question comes from Arun Viswanathan with RBC Capital Markets. Arun Viswanathan: I guess I just wanted to ask about maybe some of the transitory costs you guys incurred this quarter. How much would you attribute maybe to the government shutdown and as well as SG&A -- increased SG&A spending? And how do you see that trending as you go forward? Russell Gordon: Sure, Arun. This is Rusty here. In terms of some of the transitory costs, we did get hit hard on absorption and higher conversion costs. Part of that is due to the plant shutdowns going on and transition of facilities. We also opened up a shared distribution center in Europe with some inefficiencies at the outset, which will be resolved as we get up to speed there. So in total, we lost almost 1 percentage point in margin just on higher conversion costs. Some of that was volume driven, maybe $4 million, $5 million of that was due to transition of facilities, whether it's shutdowns or changes in distribution. So hopefully, that gives you some color. Arun Viswanathan: Great. And as you look out maybe into the second half of fiscal '26 and into '27, what would be the run rate on some of the savings? I know that you will capture a portion, as you said, maybe $5 million here in the third quarter. But when do you expect to see the full amount of that savings kind of flowing through the P&L? Frank Sullivan: Sure. I think the full amount will start to flow through in Q1 of '27. We are executing as we speak, what will be about a $25 million per quarter run rate. And we would expect most of that activity to be completed and announced internally by the end of Q3. Operator: The next question comes from John McNulty with BMO Capital Markets. John McNulty: Maybe a question on the 4Q outlook because 3Q is so seasonally light, it probably doesn't matter all that much. You've got a pretty wide range, low single-digit to high single-digit growth in EBIT. And I know in some prepared remarks, you commented that it's largely contingent on volumes. Is the high end of the range assuming the world starts to feel better again? Or is that just the recapturing of maybe some lost business around the government shutdowns? I guess maybe you can peel back the onion a little bit in terms of what gets you to the low end of that range and what gets you to the high end? Frank Sullivan: Sure. As for the lost business relative to government shutdown to the extent that's real, I would expect us to see that pick up in Q3. Q4 really is about volume. We will be rounding 2 years of challenging consumer takeaway unit volume growth in Consumer. So we'll be seeing easier comps there. Part of the changes we've made with this SG&A structural realignment in our consumer business with what we hope will be a positive effect to margin and the bottom line. And we have a really strong backlog in our industrial business in both CPG and PCG. If that becomes to be realized, again, you'll see us have a pretty good fourth quarter. But given the volatility that we're experiencing just in this quarter, a really solid by any measure September and then a really disappointing by any measure November, makes us a little hesitant to be more specific about coming months because that volatility seems to be continuing. John McNulty: Okay. Fair enough. And then I guess, just given the general weak environment that continues, if anything, maybe it got a little bit worse overall. I guess, can you speak to what you're seeing from a raw material perspective? Are you starting to see any signs of relief? I know tariffs kind of made that a little more difficult over the last few quarters. I guess, what is your outlook as you're looking forward? Frank Sullivan: Sure. I'll let Matt provide some specifics. But generally, the trends that we're seeing both in the marketplace and geopolitically suggest that, that should be a tailwind for us in the second half of the year. Matthew Schlarb: Yes. So absent tariffs, yes, we are seeing raw material inflation coming down and even turning into deflation, but you have these pockets of inflation in some of the categories we've talked about in the past, that continues. So these are really tariff-driven. So looking at metal packaging, that's up low teens. Epoxy resins are actually up high single digits. And then we have some specific categories that really can only be sourced from Asia. These are more niche products, not a huge dollar spend, but when you're facing tariffs of 20%, 30%, 50%, it can add up. And so all in all, taking all into account, we expect a little bit of inflation in the third and fourth quarter, but that's all tariff-driven. Frank Sullivan: And again, I think geopolitically, where underlying base chemicals are going, we would expect that to be a tailwind. And as we get into Q4 and certainly into fiscal '27, we will be annualizing the impact of tariffs, for instance, on steel packaging. John McNulty: Okay. Got it. Fair enough. And maybe if I could slip in one last one. Just on The Pink Stuff earn-out, I know there were kind of a wide range of outcomes in terms of how much you kind of felt like you could really drive that business. I guess what now are the base expectations since you took down that earn-out a bit? I guess, how should we be thinking about where that business can go over the next few years? Frank Sullivan: Sure. The Pink Stuff acquisition is on track for our base case as Mike alluded to. The earn-out was a relatively short 2-year earn-out, and it was based on double-digit unit volume growth. And in this environment, we are not hitting double-digit unit volume growth, and we don't expect to in calendar '26. And so that was the basis for the reversal of the earn-out. Operator: The next question comes from Patrick Cunningham with Citi. Patrick Cunningham: Just on the weakness in Consumer Group, how much would you attribute to underlying market softness versus some of the other things you called out like sales delays or targeted product rationalization? Frank Sullivan: I think most of it has been underlying consumer takeaway. And again, it got weaker. It picked up a little bit in September. We had solid results across all our businesses in that month. And then it got weaker in the quarter as it progressed, Understanding how much of that is government shutdown and other issues, it's hard to know. We're also approaching year-end for a lot of the major retailers. So there continues to be working capital inventory management levels there. As I said earlier, we will be rounding as we get into calendar '26, 2 years of easier comps. And so I think we will see better results in the second half of fiscal '26 and better results in fiscal '27 for Consumer. We don't need a roaring comeback to start seeing unit volume going in the right direction, which will accrete to our bottom line nicely. Patrick Cunningham: Understood. And then just on price realization, where did price shake out in fiscal 2Q? And has there been any tension on getting full realization in the Consumer Group given the weak demand environment and some disinflation on the raw side? Frank Sullivan: Price was less than 1% in Q2. And I would anticipate about the same in Q3, unless, of course, we see any material spikes. And we have not had a real challenge over the last couple of years in terms of getting price where needed. In Consumer, in particular, we did bump into some price elasticity issues relative to price points at retail, and we have adjusted accordingly. That was really a spring of '26 -- I'm sorry, spring of '25 phenomenon, not Q2. Operator: The next question comes from Mike Harrison with Seaport Research Partners. Michael Harrison: Was hoping that we could just dig in a little bit more on this impact from the software system implementation in Consumer sales, and it sounds like maybe EBIT, too. Is that implementation now complete? Or should we still expect maybe some delays or impacts in Q3? And I guess to the extent that sales were delayed, are you realizing those sales then in Q3? Or is it going to take longer for those sales to materialize? Russell Gordon: Yes, Mike, this is Rusty here. Yes, that was temporary. We have resolved that. It was a simple matter of new systems as well as a new warehouse in Europe. The new system was implemented in a couple of places in Consumer. But we are up and fully running. So yes, that was a temporary situation. Michael Harrison: All right. And then within the Performance Coatings business, you noted broad-based growth really across that business. I was hoping you could give a little more color on what portions of the business are particularly encouraging to you as you look out over the next few quarters. Frank Sullivan: Sure. Our Stonhard flooring business is continuing to grow nicely, really industrial capital spending and onshoring. Fiber grade is benefiting from a lot of the data center build-out. A lot of their functional systems are used in multiple areas there. And so those are 2 probably the strongest areas. And we're also picking up some market share, a little bit of expensive margin in our Carboline business. Operator: The next question comes from Frank Mitsch with Fermium Research. Frank Mitsch: I must say I am a fan of the granularity that you provided in Slide 3. Obviously, it shows a -- how the quarter started out pretty good, therefore, leading to some optimism in terms of the quarter, fiscal second quarter, but then deteriorated in October and November. That trend does not look like to be your friend. Here we are on January 8. How did December turn out? Frank Sullivan: Sure. Well, as I said earlier, it's not been our habit, and I'd like very quickly in the next earnings call to get off this habit of talking about monthly results, but December is over. And herein lies the conundrum of volatility, our December sales were up 12.1%, unit volume was up 7%. And so how much of that is a pickup of Q2 government shutdown related recovery? And how much of that is underlying strength in the areas that we're continuing to invest in, was actually across the board. So we did see a little pickup in consumer, but a significant pickup in construction products in our roofing business. So we're off to a great start in December. The challenge we have is understanding what that number means. And how much of that is really a pickup of what was a temporarily weaker Q2, how much of that indicates that things are moving in the right direction. It's anybody's guess as to whether January and February will look like December or whether they'll look like November. And so I think that's why we have the wider range that we have in our Q3 and Q4 forecast. Frank Mitsch: Wow, that's -- I did not expect that answer. And let me drill down just a little bit. I know you're not in the habit of giving monthly sales, but I'm just curious, it begs the question, is there anything with the year ago result? Was there an artificially depressed December of '24? Was there a super November of '24. Is there anything in the year ago comps or -- that would have led to the negative [ 6 ] November, positive [ 12 ] December? Or this is really the kind of underlying business as you see it right now? Frank Sullivan: You'll recall, we had a weak third quarter last year. A lot of that was winter weather related. So certainly, we're rounding some easier comps. And I think that's a part of why we're confident in the second half, albeit within a range of generating solid sales and earnings growth in Q3 and Q4. And so that's part of the answer. Operator: The next question comes from John Roberts with Mizuho. John Ezekiel Roberts: Aside from disaster restoration, would you say that weather was not a factor in either the quarter or December so far? Frank Sullivan: No. I think weather was a factor. We got hit pretty hard across the country in the Thanksgiving, kind of late November period with heavy snow and that continued into December. We're certainly seeing a relief in that right now. And so I don't expect year-over-year for that to be a big issue in Q3 because we got clobbered last year. And so year-over-year, I think the trends are moving in the right direction, both versus easier comps, how we're starting the quarter and the impact of the acceleration of our SG&A realignment, which will not necessarily impact Q3 much. It will impact Q3 in the last month but will start to be realized more fully in Q4. John Ezekiel Roberts: And do you compete at all against BASF's industrial coatings business or any of the areas of overlap between Axalta and Akzo's industrial coatings businesses. I don't perceive there's a lot of opportunities for share gain as there's maybe some disruption across those businesses. But is there -- are there any key areas of overlap? Frank Sullivan: We have a $400 million high-performance industrial coatings business that's part of our Performance Coatings Group. They're really focused on wood stains and finishes. We have a real nice market share in what's left of that business, cabinetry, doors, windows in North America. And that business is actually growing. We're picking up share in a couple of places. It incorporates our TCI Powder Coatings business as well as a small but growing OEM liquid metal business. And so that's an area where I would expect us to continue to grow. We reorganized that into a comprehensive business from about 4 or 5 different separate pieces. And that reorganization, what we're doing at the R&D center in Greensboro, which is primarily owned by our RPM OEM coatings business is actually a bright spot for us right now despite economic problems. Operator: The next question comes from Kevin McCarthy with Vertical Research Partners. Kevin McCarthy: A question on M&A. Can you talk through why you decided to pursue Kalzip? And then more broadly, if I look at the recent acquisitions, many of them are domiciled in Europe. And I was wondering if you could speak to that. Is that strategic on your part or just simply a function of where you're seeing the best value or opportunities now? Frank Sullivan: So the simple answer is yes to both, very strategic, but in M&A, it's also what's available for sale at a value that makes sense for us. We sell tens of millions of dollars of purchase for resale, metal roofing in the U.S. And we have been looking for opportunities to enhance that purchase for resale with stuff that we own and control. Kalzip is a unique asset, German-based. Their specialty is actually a lot of high-profile projects, which we're not in. And so we're pretty excited about the ability to take some of their patented technology, bring it to the U.S. and accelerate the metal roofing elements of what some of our Tremco Roofing salesmen are already selling as well as helping to expand that metal roofing capability globally. Kalzip has had projects in Europe, Middle East and Asia, areas where our Tremco Roofing business is not really present. So we're pretty excited about it. As I commented earlier, it's a real strategic play. It's going to take us some time to take that technology and bring it into the U.S. But when we do, the opportunities for us to add tens of millions of dollars or more in the U.S. market where we have an awesome sales force on top of what's about a EUR 75 million revenue business is something we're pretty excited about. Kevin McCarthy: Very good. And then secondly, if I may, I wanted to revisit the subject of pricing. I think you said in response to a prior question that the price contribution was less than 1% in the quarter. And I was somewhat surprised to hear that. My recollection was that you were targeting higher contributions and acceleration into the fiscal second quarter. So just wondering if you could just unpack that and talk a little bit about where you're seeing the most and least traction and maybe segment contributions and whether or not you might anticipate any acceleration on price in the back half of the year? Frank Sullivan: Sure. Again, it will be circumstantial. We're past the period of heavy inflation that drove price increases meaningfully across all of our businesses. And so in the quarter, less than 1%, but we got more price in Consumer because that's the place where we're having the biggest challenge. Again, it's the place where metal packaging has got the biggest impact across RPM. And then selectively, for instance, around epoxy resins and a few other places, we're getting price in selected product categories but not across the board like we were a few years ago. Operator: The next question comes from Mike Sison with Wells Fargo. Michael Sison: I guess, with your outlook for the third and fourth quarter for sales growth, how much are you expecting that to be organic sales growth and acquisitions? And I know you have a lot of acquisitions in there. So just curious if you had sort of a feel for how much organic growth is embedded in the third and fourth quarter sales outlook? Frank Sullivan: [Technical Difficulty] Okay. I think we're back on, a temporary drop there. In response to Mike Sison's question -- can you hear me? Michael Sison: Yes, I can hear you, Frank. Frank Sullivan: Okay. Thank you. So I'll just point back to the monthly information we provided. You saw what we talked about in Q1. We talked about on Slide 3, the unit volume growth month by month, September, October, November. I just provided it for December. And it's our expectation that the focused growth investments that we are talking about drive organic growth. That's how we're going to leverage to the bottom line. And we provide quarter-by-quarter, the breakout between organic growth, FX and acquisitions. But it's our expectation that we will be seeing better organic growth in the second half as a result of the comments we've made earlier, easier comps, focused growth investments and hopefully, some improvement in market dynamics. But given the volatility we're seeing, again, it's anybody's guess as to whether January and February and subsequent months, look like November or December that were starkly different and perhaps a little bit of an average given the impact of the government shutdown. It's hard for us to know what that is. But I can tell you for us in every business, the negative impact of the shutdown was greater than 0. Michael Sison: Got it. And then I guess for the third quarter, with the outlook being mid-single digits and December doing pretty strong. I mean does that imply that January and February has tough comps and might be negative? Or do you think we'll just be positive for the rest of the way? Frank Sullivan: I think we'll be positive, but I don't know. And we will learn in January, for instance, how much of the real strength in December was picking up lost business in Q2 because of the government shutdown or how much of it is a release, for instance, of some of the good backlog that we continue to build in our Construction Products Group and our Performance Coatings Group. And so if we had higher confidence, we'd be putting out maybe a better forecast. But given the volatility we're experiencing, it's hard to know as we sit here today. Operator: The next question comes from Josh Spector with UBS. Joshua Spector: I just have 2 quick follow-ups here. First, just going back to the transitory costs. I think last quarter, you guys framed it at about $30 million, and you had roughly equal buckets between health care, some of the plant consolidation and then SG&A growth. Is that the right number that was in the August quarter? And can you help us think about what that looks like over the next couple of quarters? Russell Gordon: Sure. Yes. Josh, looking at second quarter, health care was still an issue. We had probably in the $6 million, $7 million range of higher health care costs. In terms of the impact -- unfavorable impact on conversion costs, like I mentioned, that was about 1% of sales hitting our margins. So that's close to $20 million. And what was the third category you talked about? Joshua Spector: I believe you had the plant consolidation, the SG&A investment, I think, is the third one. Russell Gordon: Yes. The SG&A investment is continuing, of course, on a more selective basis given the risk activity we're talking about. Joshua Spector: Okay. I guess then just on that last point with the SG&A. I mean, someone asked earlier about your saving cost, your investing, are you then investing less in some of the savings? Is that you're moving people around there? Or are you cutting people around that? And I think just one other follow-up to sneak in there is that you said the cash costs, we won't know until April, I believe, but you think those costs are going to be ramping up over the next couple of months. So would there be like a $60 million, $70 million charge for that coming up shortly? Frank Sullivan: Yes. The details we'll provide in April, but 2/3 of that will be realized here in the next few weeks and 1/3 will play out into the spring, particularly related to notice provisions and things like that in certain countries outside of the U.S. In terms of your earlier question, some of our expense reduction activities on a gross basis will be higher than the numbers we provided. And then we are reallocating some of those dollars into our best opportunities for growth. And so certain of this is expense reduction and a structural realignment that we have been working on for some time. Given the challenging performance in October and November, we saw that as an opportunity to accelerate that. And others of it is a reallocation of growth capital in our P&L from certain areas that aren't growing to areas that are growing nicely, and we continue -- we intend to continue to support that. Operator: The next question comes from David Begleiter with Deutsche Bank. David Begleiter: Frank, staying on the cost issue. Of the MAP 3.0 savings, how much is being pulled into this program? Is it the majority? Is it a minority? Or is it a large amount? Frank Sullivan: As we've laid out, the plans that we're executing today on a net basis will have about $100 million impact, $75 million of that will be a net additional to fiscal '27, and then we will provide more detail, as I said, either in our July call or in a separate Investor Day about the details of MAP 3.0 that will incorporate manufacturing efficiency, procurement as well as a more methodical approach to SG&A. And so it will be at least $75 million, but likely higher. But again, the details will be provided this summer. David Begleiter: And of these costs you laid out today, how much are manufacturing versus SG&A? And are you closing plants? Obviously, you're firing people, but what functions are those people doing today? And how are they being replaced? Frank Sullivan: So in some instances, it's a reallocation of certain spending from one place to another. Of the $100 million, probably $10 million or $15 million will impact cost of goods sold, but the balance of it will be in SG&A. And again, in terms of more specifics, we'll provide it in April as we are in the midst of executing right now. Operator: The next question comes from Vincent Andrews with Morgan Stanley. Vincent Andrews: If I could ask on the government -- on the government shutdown, can you just talk a little bit about how much of your sales are sold directly to government contractors in the different segments versus sales to traditional customers that are working on projects might be funded by the government? Are we talking 5% plus or minus? Is that the order of magnitude? And so when that goes to 0, it's meaningful. Maybe we could start there. Frank Sullivan: Sure. We don't sell a lot direct to the federal government. A lot of it has to do with state and local spending that's tied to some government subsidies. So for instance, in schools, there are a number of state and federal programs, education, particularly impacting our Construction Products Group. Probably 20% of their revenues is tied to the education market. And so you saw both government shutdown-wise and, let's call it, Washington dysfunction-wise, some dynamics that froze the different funding elements of public education. We're starting to see that unfreeze, which is a good thing. And so it's more the follow-on effect of education funding and some infrastructure as opposed to any specific direct business. We don't do much, if any, direct GSA business, for instance. Vincent Andrews: Okay. That's helpful. And then on the $100 million, if you could just help us think about how that's going to be spread across the 3 segments, that would be helpful. Frank Sullivan: Sure. We'll provide that detail in April. We are in the midst of executing and people deserve to understand what's happening within RPM before people hear it publicly. It's pretty much that simple. Operator: The next question comes from Jeff Zekauskas with JPMorgan. Jeffrey Zekauskas: In fiscal 2025, your SG&A growth was pretty flat. And for the first 2 quarters of the year, it's up about 10%, which is about $50 million a quarter. Can you speak in general to what exactly has happened? And when you talk about a $100 million reduction in SG&A, what are you trying to accomplish with this? What's happening to the overall rate of your SG&A growth? Frank Sullivan: Sure. I would tell you, broadly speaking, in terms of expenses, I think of it as in 3 categories. One is some higher corporate expenses related to health care, insurance, and in particular, which is extraordinary M&A. We've done a lot of M&A transactions overseas, and they have a higher complete -- cost rate versus what we do in the U.S. And so that's part of it. The second one is some of the follow-on to the MAP initiatives in terms of finalizing plant consolidations and/or consolidating distribution and warehousing. I'll give you one example of what that is practically. The largest North American plant -- actually, the largest plant globally for Tremco was in Canada. We sold that plant 2 years ago and have had a window to move all that production to mostly United States. It has nothing to do with geopolitics. It was a plant that was in the sticks 30 years ago and suburban Toronto has been surrounding that plant. And so we had an opportunity to sell that for a nice price, recognizing we were getting regulatorily moved out of that space. We are incurring duplicate inventory. We are incurring duplicate production costs as we move that mostly from Toronto to Georgia and Texas and that should be completed by the end of March. So that is the type of duplicate conversion costs that we're seeing there. We're also seeing it in Europe and in parts of the U.S. as we consolidate distribution, all of which should make us more efficient in the future, but which right now is hurting us. And then the third category, Jeff, is what we've talked about, growth investments. We had a deliberate belief that we could invest in certain areas after frustrating 1.5 years of low growth, no growth or 2 years of low growth, no growth environment. And that was proving true through 5 months. We had better growth rates in most categories than our peers. September reinforced that because sales, organic growth and leverage to the bottom line was actually better than Q1. And for some reasons, we understand and some reasons, we're just guessing at that fell apart in October and November. Last comment I'll make is that the structural SG&A changes are things that we've been working on for some time. And as I commented, we made the decision to put off communications on a new long-term strategic plan until this summer. So a lot of this is work in progress as opposed to a quick reaction to a short -- hopefully, a short-term temporary downturn. Jeffrey Zekauskas: And then quickly, for your acquisition effects in fiscal '26, are they accretive to your margins? Or do they trim your margins? Frank Sullivan: So in fiscal '26 -- end of fiscal '25 and fiscal '26, they have hurt our margins. Most of that is transaction costs. We have significant transaction costs, for instance, on The Pink Stuff and Ready Seal that was at the end of last fiscal year and into the first quarter. Most of these small transactions that I've talked about have been overseas in our Construction Products Group. We're very excited about them, but they carry a relatively higher transaction cost in terms of legal fees and due diligence fees relative to the size of the revenues. Excluding transaction costs, which, of course, flow through our P&L, they're modestly accretive, and we expect them to be very nicely accretive in the coming years. But for the first half of fiscal '26, they have hurt us and been dilutive principally because of the high cost, and we referenced that as part of the higher corporate expense. Operator: [Operator Instructions] The next question comes from Aleksey Yefremov with KeyBanc Capital Markets. Aleksey Yefremov: I think you mentioned earlier, backlogs remain healthy. So should we take it as your backlogs today are same or higher than 3 months ago? Or have your backlogs declined? Frank Sullivan: So our backlogs are stable in our Performance Coatings Group and our backlogs continue to grow in the Construction Products Group. Aleksey Yefremov: Got it. And in terms of facilities consolidations, I mean you talked about first half of this fiscal year, could you give us any sense of what to expect in terms of future actions in the second half of '26 and perhaps in '27, even directionally, are facilities consolidations going to continue at about the same pace or higher or lower pace of costs related to these actions? Frank Sullivan: So we're developing that. And again, details on a broader longer-term approach are something we expect to communicate publicly this summer. Operator: This concludes our question-and-answer session. I would like to turn the conference back over to Frank Sullivan, Chairman and CEO, for any closing remarks. Frank Sullivan: Thank you, and thank you for participating on today's call. We're executing an SG&A structural realignment that we see as a down payment on our new long-term strategic plan. We look forward to providing details on a new MAP 3.0 later this year. In the meantime, we are focused on outgrowing our underlying markets and controlling what we can. This strategy will help us navigate the current economic challenges and volatility and position us for outperformance as markets recover. Thank you again for your participation on our call today, and we wish everybody a happy new year. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Good day, and welcome to the AZZ Inc. quarter 3 Full Year Earnings Conference Call and Webcast. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Phillip Kupper with Three Part Advisors. Please go ahead. Phillip Kupper: Good morning. Thank you for joining us today to review AZZ's third quarter fiscal 2026 results for the period ended November 30, 2025. Joining the call today are Tom Ferguson, President and Chief Executive Officer; Jason Crawford, Chief Financial Officer; and David Nark, Chief Marketing Communications and Investor Relations Officer. After today's prepared remarks, we will open the call for questions. Please note the live webcast for today's call can be found at www.azz.com/investor-events. Before we begin, I would like to remind everyone that our discussion today will include forward-looking statements made in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Either nature, forward-looking statements are uncertain and outside the company's control. Except for actual results, AZZ's comments containing forward-looking statements may involve risks and uncertainties, some of which are detailed from time to time in documents filed by AZZ with the Securities and Exchange Commission, including the latest annual report on Form 10-K. These statements are not guarantees of future performance Therefore, undue reliance should not be placed upon them. Actual results could differ materially from these expectations. In addition, today's call we'll discuss non-GAAP financial measures, which should be considered supplemental, not as a substitute for GAAP financial measures. We refer shareholders to our reconciliations from GAAP to non-GAAP measures contained in today's earnings press release. I would now like to turn the call over to Tom Fergus. Thomas Ferguson: Thank you, Phillip. Thank you all for joining us today, and Happy New Year. After I provide a brief overview of our results and an update on what we are seeing across our segments, Jason will cover AZZ's detailed financial results, and Dave will discuss industry dynamics across our end markets. First, let me share a couple of important milestones. We achieved record sales of $426 million in the third quarter, surpassing any quarter in our company's history. And we had a record high trailing 12-month adjusted EBITDA of $358 million. These financial results reflect our unwavering commitment to execute on our disciplined strategy that focuses on driving growth and creating shareholder value. This quarter, we maintained our cash dividend of $0.20 per share, marking 63 consecutive quarters of consistently returning capital to our shareholders through cash dividends. Now turning to our third quarter results. We grew total sales by 5.5% and generated a robust adjusted EBITDA of more than $91 million. Metal Coatings delivered an exceptional quarter, with sales rising 15.7% year-over-year, fueled by higher volumes and strong demand from infrastructure projects. Segment EBITDA margins of 30.3% reflect an increased mix of larger projects in electrical, solar and transmission and distribution work, which tend to be more price competitive. Precoat Metals delivered sequential improvement over the prior quarter, though sales were down 1.8% year-over-year. This was primarily the result of continued softness in construction, HVAC and transportation markets. Meanwhile, food and beverage container demand reached new record highs, driven by new customer acquisitions and market share gains. This trend further underscores the accelerated shift from plastics to aluminum, which aligns with the ongoing ramp-up at our new Washington, Missouri facility. Overall, the increase in end market demand was driven by growth in infrastructure modernization, energy transition and industrial reshoring along with data center construction, integrated LNG power generation and renewable energy projects. These market sectors depend on galvanized steel and coated materials, areas where AZZ offers unmatched scale, coating solutions expertise, and exclusive technologies to deliver exceptional value to our customers. Our diversified portfolio positions us uniquely to seize project opportunities across multiple end markets. Dave will share more details on this in a moment. We continue to emphasize AZZ's proprietary ERP platform as a core differentiator within our business model. Our Digital Galvanizing System and coil zone platforms deepen customer relationships and reinforce our competitive moat while providing durable returns on invested capital. Operationally, the systems are margin enhancing through higher throughput, improved yields, better zinc utilization, improved administrative and production efficiencies and increased customer connectivity. Importantly, these benefits are achieved with limited incremental capital, making our technology investments highly accretive to ROIC, while also reducing waste and supporting more sustainable operations. Subsequent to quarter end, AVAIL completed the sale of a majority interest in its Welding Solutions Business, which they refer to as WSI. The transaction creates value for shareholders and further simplifies AVAIL's portfolio. Our joint venture partner remains focused on completing additional divestitures with only the Rig-A-Lite and a small portion of international WSI business left. With that, I will turn it over to Jason. Jason Crawford: Thank you, Tom. For the third quarter, we reported record sales of $425.7 million, representing a 5.5% increase from $403.7 million in the prior year period. The growth was led by our Metal Coatings segment, where sales increased 15.7% year-over-year, driven by higher volumes and infrastructure-related spending across our largest verticals. Although Precoat Metals sales improved sequentially from last quarter, sales were down 1.8% from the same quarter of the prior year, due to an overall weaker end market environment. Driven by lower volumes in construction, HVAC and Transportation, partially offset by residential reroofing and stronger food and beverage container sales. Within Precoat Metals, excess imported prepainted metal has worked its way through the market. And with tariffs likely to remain in place, we anticipate Precoat Metals will start to benefit from the replacement of prepainting metal imports. The company's third quarter gross profit was $101.9 million, or 23.9% of sales, compared to $97.8 million or 24.2% of sales in the same quarter of the prior year. Selling, General and Administrative expenses totaled $32.5 million in the third quarter, or 7.6% of sales. This compares favorably to last year's third quarter, which was $39.2 million, or 9.7% of sales, which included costs associated with severance and one-off employee retirement expenses. Operating income for the quarter was $69.5 million, or 16.3% of sales, a 180 basis point improvement compared with $58.5 million, or 14.5% of sales, in the prior year third quarter, due to operational improvements this year and nonrecurring items included in last year's third quarter results. For the third quarter, we reported a net loss in equity and earnings of $1.4 million. This was after recording $0.6 million post-closing loss adjustment on the previously announced divestiture of the Electrical Products business. Losses in the quarter from our AVAIL joint venture are primarily due to the excess overhead costs resulting from this divestiture. Compared to the third quarter of last year, equity in earnings were $8.6 million lower. With the sale of WSI in December 31, 2025, and progress in resizing AVAIL's overhead costs, we are forecasting equity and earnings from unconsolidated subsidiaries to be 0 for the fourth quarter of this year. Interest expense for the third quarter was $12.2 million, representing a $7 million improvement from the prior year. Driven by a combination of actions, including debt paydown, debt repricing and the introduction of the receivable securitization facility. The current quarter income tax expense was $14.5 million, reflecting an effective tax rate of 26.1%, compared to 26.5% tax rate in the prior year's third quarter. We do not expect the One Big Beautiful Bill Act to have any material impact on our income tax expense or effective tax rate for the year. However, it will reduce our cash taxes paid in 2026. Reported net income for the third quarter was $41.1 million, compared to $33.6 million for the third quarter of the prior year. AZZ reported adjusted net income of $46 million, which excludes the amortization of intangible assets of $5.8 million and the AVAIL equity loss adjustment of $0.6 million, our adjusted diluted EPS of $1.52. This compares favorably to the prior year's adjusted net income of $41.9 million and adjusted diluted EPS of $1.39, an increase of 9.4% compared to the third quarter of the prior year. Third quarter adjusted EBITDA was $91.2 million, or 21.4% of sales, compared to $90.7 million, or 22.5% of sales, for the same period last year. Turning to our financial position and balance sheet. Our strategy for deploying cash flow includes investing in high-return organic and inorganic initiatives, paying down debt, returning capital to our shareholders through our quarterly cash dividend and buying back our stock. During the third quarter, we generated cash flow from operations of $79.7 million. Capital expenditures for the quarter were $18.5 million, which included a combination of sustaining and growth capital. Stock repurchases for the third quarter were $20 million, at an average price of $99.28 per share, while cash taxes were higher in the quarter associated with the previously mentioned AVAIL joint venture gain offset somewhat by the impact of the One Big Beautiful Bill Act. We ended the quarter with a net debt position of $534.7 million and $337.1 million in available borrowing capacity, consisting of $336.4 million in the company's revolving credit facility, and $0.6 million in cash and cash equivalents. After paying down $35 million of debt in the quarter, our credit agreement net leverage ratio was 1.6x, which is within our previously announced target range of 1.5 to 2.5x. And finally, as Tom mentioned, over the same period last year, we increased and paid our quarterly cash dividend of $0.20 per share, up from $0.17 per share. With that, I'll turn the call over to David. David Nark: Thank you, Jason. Good morning, everyone. The U.S. infrastructure investment cycle, along with an intense wave of investments in generative AI and machine learning technologies, is in the early stages of driving demand for high-power density and advanced cooling systems. These hyperscale data centers require coatings that extend well beyond just structural steel and transmission poles. For example, these projects require specialized coatings for critical applications, including corrosion protection, aesthetics, functionality, fire safety and regulatory compliance. Massive data center investments are typically paired by necessity with co-located power generation and grid upgrades, which are multiyear construction projects. We expect these private and public colocation investments will reinforce a positive long-term secular trend benefiting both AZZ Metal Coatings and AZZ Precoat Metals. We also expect solar projects to remain strong as many of our solar customers have backlogs that extend well past the expiration of the current tax credits. These projects are focused on large-scale sites, including data centers being developed commercially that provide power for continuous high load requirements. Excluding data centers, nonresidential construction remains subdued in the quarter primarily driven by interest rate and lingering tariff-related uncertainty while residential construction was also soft. Despite this, we saw positive trends in the metal residential reroofing market as it continues to gradually take share from the asphalt roofing market. This helped offset a slower-than-normal storm season as no named hurricanes made landfall in the Continental United States in the current year. Looking ahead, most forecasts point to flat to regionally selective modest growth in construction through calendar year 2026. Finally, as we progress through our fourth quarter, it's worth noting that last year's fourth quarter was impacted by unusually wet and cold weather. Prolonged temperatures below 40 degrees, and gas curtailment actions by utility providers, led to a record number of lost production days in the prior year quarter, particularly in Texas. Therefore, we anticipate our fourth quarter may present somewhat easier year-over-year comparisons to last year's December through February period. With that, I will turn the call back over to Tom. Thomas Ferguson: Thank you, Dave. Turning to our fiscal 2026 guidance update. We have narrowed the forecast ranges for total sales, EBITDA and adjusted EPS. We anticipate that our sales will be in the range of $1.625 billion to $1.7 billion. Adjusted EBITDA will be in the range of $360 million to $380 million. And adjusted diluted earnings per share will be in the range of $5.90 to $6.20. And as Dave mentioned, we believe that last year's fourth quarter weather-related impacts will be less severe. Our strong financial and market positions enable us to capitalize on strategic growth opportunities while executing on our broader capital allocation plans. We expect to release fiscal 2027 guidance in the next few weeks for our new year starting March 1. Consolidation in the industry continues to present compelling opportunities, and we are currently evaluating several strategic tuck-in acquisitions that align with our playbook and expand our market reach in Metal Coatings and Precoat Metals. We continue to take a disciplined approach to M&A, targeting opportunities to drive sustainable growth and generate meaningful value for shareholders. Finally, I want to sincerely thank our AZZ team for their unwavering dedication, disciplined focus and the pride and passion they bring every day to deliver exceptional quality, service and value creation to our customers and other stakeholders. Now operator, we would like to open the call for questions. Operator: [Operator Instructions] The first question comes from Ghansham Panjabi with Baird. Ghansham Panjabi: I guess, first off, on the Metal Coatings segment and also Precoat. Can you just give us a sense as to how your order backlogs have shaped up in context of some of the complications of the operating backdrop with the government shutdown and so on and so forth? And just specific to the government shutdown, did it have any material impact on you in either of the two segments? Thomas Ferguson: I think as we've discussed typically on the Metal Coatings side, we really don't have much backlog. We've got -- but we do have a good forward look from our sales organization in terms of what our customers are -- what their outlooks are. So we feel really good at this point as we look at finishing the year. That's why unless weather gets really, really ugly as it did last year, we think Metal Coatings has the momentum and opportunities to have a really good finish to the year. So feeling really good about that, and it's both as we've mentioned, the big projects, lot of opportunities, whether it's data centers, whether it's solar plants, transmission distribution, a lot of the pulp business and towers. It's just all really active, particularly in a lot of the areas that we've got good capacity. On the Precoat side, much more of a mixed bag. I think -- didn't feel anything from the government shutdown to speak of on either side just to get that out there. But on Precoat, yes, they're more challenged with residential, commercial construction. They are getting -- benefiting from some of the data centers, a lot of painted metals on those. But -- and then in terms of roofing, it's more than conversions as houses are putting new roofs on. They're more and more of them are moved into metal, which is good for us, but it's not enough to offset the market -- call it the market headwinds. So -- and they don't really have backlog either, but they do have a lot of bare metal, and the bare metal is lower than at this time last year. So they're chasing stuff that's going to be quicker turn to maintain their sales levels. Ghansham Panjabi: Got it. And then specific to Precoat, Tom. I mean, obviously, a lot of distortions in order patterns last year with tariffs and the adjustments in imports and so on and so forth. Is the underlying operating environment worsening as we head into fiscal year -- into calendar year '26? Or is it just at a low point and there's no recovery on a consolidated basis given the ups and downs you -- across the business as you called out? Thomas Ferguson: No. I think you got a couple of things going on, some of which is in our control, some of which isn't. But I think we believe the markets have pretty much bottomed and stabilizing. And so we're seeing opportunities. And of course, we're going after more. We're winning some market share that's out there to offset the market softness. But -- and then we've got the Washington plant ramping up, and that is one of the areas where we are seeing opportunities in the container. And as we continue to talk about plastics converting to aluminum, that's just -- we probably couldn't have opened up new capacity for the container business at any better time. So we get pretty excited looking at next year and having a full year of run rate production at the new Washington site. Not to mention we've made some investments and are going to continue making investments at the St. Louis container site. So that's where we are excited, and we're chasing all of that we can find and have a good partner on Wash, MO and then other opportunities with other customers there. So that's where our focus is and then doing everything we can to convince customers to go with us instead of the competition. Ghansham Panjabi: Okay. Just one final one on -- I know you'll give fiscal year '27 guidance formally in a few weeks. But any sneak preview you can share with us as it relates to the variances that we should keep in mind as we finalize our estimates for next year? Thomas Ferguson: No, I think -- I think as I alluded to, Metal Coatings, we look at them finishing strong for the balance of this fiscal year. And even though they don't have backlog, they're stacking up some pretty good opportunities as we kick off going into next year. So we're feeling real good about that. Obviously, we've got a budget to get approved by our Board. So we'll do that in about 3 -- well, 2 weeks at this point, and then communicate as soon as we can put something together and get new guidance out. But yes, feeling really good. I like where we're positioned. I like what our teams are doing. I like the leadership teams we've got in place. And I like what they're focusing on. So I'm pretty enthusiastic. Operator: The next question comes from Nick Giles with B. Riley Securities. Nick Giles: Congrats on the strong results. It's especially nice to see both the buybacks and the debt reduction, but I wanted to go back to M&A. And I was just curious if you could give us some additional color around what kind of opportunities you're seeing out there today? Is it Metal Coatings versus Precoat? Single site or multisite? Thomas Ferguson: Yes, that's a great question. I think the M&A pipeline is very active. It's predominantly bolt-ons onesie-twosies, which is kind of -- I'd like to say it's in our sweet spot. We acquired Canton and just ramped it right up. It's our typical integration playbook, and bring it right up to our fleet margin levels and go grow it. So those are the kind of things we've got in the pipeline. I don't see us getting anything closed by the end of this fiscal year. It's just too many things going on and not that we're not focused on it and got some good -- the teams are active. But I'll be really shocked if I'm sitting here on this call at this time next year without a couple of wins on the board in talking about those onesie-twosie bolt-ons, which just -- we'd like to get a couple of them in the camp, or in the family so to speak. Nick Giles: Got it. Well, Tom, that's good to hear. Maybe switching gears. You talked about plastics to aluminum and Washington was extremely well-timed on that front. But aluminum prices have reached all-time highs in the U.S. And I know you don't directly feel the impact of that. You have the tolling model. But your customers might feel that impact. So I was curious if you've seen any changes in demand on that basis? Or if you feel the Precoat business has a sensitivity to aluminum prices? David Nark: Yes. Thanks, Nick. This is Dave. I'll take that one. We don't think that there's going to be much sensitivity to the aluminum just because when you look at the container market, in particular, there has been the secular shift to aluminum driven largely by people's more reluctance to drink things out of plastics, in particular, and the concern around microplastics. When you look at in the quarter, in particular, I think it's underpinned by the results of the segment. Our Consumer segment in particular, was up 11%. And when you take a look at the disaggregated sales. So we feel really good about what we're seeing. Wash, MO is ramping nicely, as Tom mentioned. We've got a great partner there and a lot of long-term prospects that continue to come our way. Operator: The next question comes from Eric Boyes with Evercore. Eric Boyes: Maybe first, how impactful to Precoat segment margins might the Washington, Missouri ramp, the 75% exit rate in fiscal 4Q be? And when might we hear about remaining capacity allocation there? Jason Crawford: Yes. Eric, it's Jason here. I can take that one up. Certainly, as we've previously communicated the margins that we expect from the Washington facility just based on the math of the equation of that product that we're selling are going to be complementary. So it is going to add a lot but tailwind to the margins that we see at Precoat. In terms of the additional capacity, we're solely focused on our partner at the moment, and ramping up capacity for that partner is coming through the cycle. And we're very pleased with where we're at, but we still got a lot of work to do and certainly a lot of work to achieve here in Q4. So it's really going to be into the early part to the mid part of next year before we really start to focus on bringing additional customers to that facility. Eric Boyes: Okay. Appreciate that. And then maybe second, and Dave, I think you alluded to it in the prepared remarks, but can you help us with how we should think about kind of quantifying the benefit of the favorable weather comp in fiscal 4Q? David Nark: Yes. As we mentioned, on a high level, when you look at last year, it was unseasonably cold and wet. We had mentioned last year, I think that we lost around 200 days of production collectively in the quarter. So I don't have the specifics in front of me right now, but we do believe that we're seeing better weather so far in the fourth quarter. Today, in Texas, it's going to be 80 degrees. So a far cry better than it was last year at this time. But we can follow up maybe after the call, and I can see if I can get you more detail. Operator: The next question comes from Adam Thalhimer with Thompson, Davis. Adam Thalhimer: Congrats on the record sales quarter. Can you update us on pricing in the Metal Coatings segment? I'm curious also how price might be impacting margins in that segment? Thomas Ferguson: Yes. We talked a lot about -- we try not to talk directly about pricing, since we do have some competitors on these calls. But when we're chasing large projects and when we talk about transmission, distribution, and solar, and data centers, they tend to be bigger projects, and so it just attracts more competition. So it will -- that's when we're talking about the mix because you're going to have -- not significantly, but you're going to have marginally lower margins on those big projects. And so they formed a bigger piece of our business. And we had opened up to that because we had decided that we were pushing the top end of our margins. And so we've kind of opened up the opportunities. Let's chase some -- hate to call it chasing the volume. But let's be more open to taking some of that -- those opportunities. And I think it's been good for us because we've got capacity. That's going to help us the balance of this quarter. It definitely helped us in the third quarter. But we're not getting out of control. It's -- we got a tightly controlled process on how we price projects. A couple of things others that hasn't been talked about, but we do have zinc continuing to go up in our kettles. We tend to push price as those costs go up. And we price it 41 plants on every given day. So I think the teams have demonstrated great discipline and yet going after opportunities with customers to build sustainable momentum. And -- so we're pretty excited at this point about what that team is doing. Adam Thalhimer: And -- either Tom or David could address this. But I am curious, you guys aren't the only ones talking about the data center is getting bigger in 2026 versus 2025. Just curious if you could flesh that out a little bit for us, and why you're focused more on it today? David Nark: Yes. I think as you look at the data centers and in my remarks, I was talking about, we're really excited about the number of opportunities within a data center that we touch. So it goes just beyond structural steel that's used for building foundations, and the structure envelope of the building, and then the related power coming into it. We do believe that Precoat will see some opportunities as those projects move further along. We've got customers on the Precoat side that make insulated wall panels for instance. And then there's a lot of coat specific work that's driving the need for increased metal and coated metal, whether it's galvanized or prepainted. So that's why we're bullish on the segment. It's a big segment. It's a growing segment and our share within it is expanding as well. Adam Thalhimer: Good. And last one for me. David, you brought up the metal roofing opportunity. Do you have any idea today what the share of metal roofing is for new construction and repair and remodel versus asphalt? David Nark: Yes, we do have some data on that. When you look at sort of the breakout in residential between new construction and replacement, it's just shy of 5% of the new construction market, is now embracing metal roofing. It's gone up about a point -- a full point since 5 years ago. And so we think that trend is going to continue. And then on the replacement side, it's a larger impact there. It's about 14% of the replacement market today. And growing at a faster rate, driven by a few things. One of them is building coats. It is more resistant to storm damage over time than asphalt shingle and also HOAs, which have historically been a little reluctant to embrace different types of roofing material other than asphalt are now loosening up their standards and embracing that as well. So we're very excited about it. Operator: The next question comes from Daniel Rizzo with Jefferies. Daniel Rizzo: Just to follow up on that last comment. Is there a particular region in a country where metal reroofing is more prevalent? You mentioned HOAs, I don't know when I think HOAs, I think of where my parents live, which is a kind of retirement places in Florida and Arizona. Is there any regional mix that's relevant? David Nark: Absolutely, Daniel. Yes, we're seeing a stronger concentration of that through the south in the areas that you mentioned. So Florida, in particular, as well as here in Texas, and all the way over to Southern California and Arizona are all markets that generally have a higher concentration of metal roof than in the northern climates. Daniel Rizzo: Okay. And I may have asked this before, but -- sorry, go ahead, I'm sorry, did you say something? David Nark: No, I was just going to say yes, they do well where we got more of a corrosive environment, or you've got a lot of sun. So they tend to hold up better. Daniel Rizzo: Okay. Okay. No, that makes sense. And then for the just kind of traditional non-resi construction, and maybe I've asked this before, but what's the lag between when you start to see some easing in credit towards -- a resi starting to rebuild and it kind of translates to demand for you guys. Is it immediate? Or is it like a 6-month lag? Or how should we think about it? David Nark: Yes. When you look at it and again kind of taking a look at just some of our sales data, we have seen -- in my prepared remarks, I talked about subdued construction on the non-resi side, and then the residential being down a little more significantly. So I think that as you move forward through the end of this year and into next year, the fact that there's been some rate movement already should be a positive for the market, and we should start to see the benefit of that sometime here and as we enter into calendar 2026 and our FY 2027. Thomas Ferguson: And I'd add on the residential side, it's more tracking to mortgage rates. But it's going to -- on a lot of these capital projects, it's a 6- to 9-month lag time in general. So -- and then -- but it's looking at the forward curve. So we're hearing more optimism out there, I guess, I'd leave it at that. Operator: The next question comes from Mark Reichman with NOBLE Capital Markets. Mark La Reichman: Just focusing on the Metal Coatings business for a minute. So the second quarter, the sales growth was 10.8% relative to the prior year quarter, and 15.7% third quarter year-over-year. And we did see the gross margin go down a little bit, 30% in the second quarter versus -- what was it, 30.9% and 29.8% versus 30.9%. You mentioned chasing these bigger projects, but could you maybe get a little more specific? Are there specific large contracts that kind of drove the big sales increase, and might you expect in 2027, maybe a little more moderation in the sales growth, but maybe a tick up in the margin? Or do you think these big projects are just going to continue? Thomas Ferguson: No, I think there's a couple of things here. So if you take typical transmission distribution, big poles, towers, it's -- it depends on where it hits -- which plants the project activities act. Some of our plants are built for big poles when projects come in different sections of the -- so this is a very temporary kind of thing. And we've invested a lot in our capabilities and capacities. So yes, as we get into next year, I expect that you'll see those margins hopefully improve as we've got some operational improvement activities. We've invested in kettle capacity. We've invested in specific things that will help us run some of these kinds of projects, or the bigger projects better. And then we've added more trucking so that we can move things in between our customers and our plants. And pivot things to the plants that are going to be more capable of running certain projects. So a lot of things that we've been doing this year to -- which is one of the reasons we did open it up, and we want to want to continue with that momentum going into next year. So yes, I would not expect to see double-digit growth quarter-over-quarter going in as we get into next year. I expect growth, and also expect us to be able to handle it with the margin profile, that kind of where we're at plus. Mark La Reichman: Then so you've done a great job reducing debt and repurchasing shares. Just on the dividend policy, have you kind of announced at a precedent with the increase in the first quarter dividend? I mean, is that kind of what investors kind of expect is maybe one increase per year? Jason Crawford: It's certainly, obviously, with the realignment of our debt in the AVAIL transaction in the summer. It gives us the luxury to readdress that and whether it be an annual basis or such like. It's certainly something that's on our radar. It's certainly something that we continue to consider and continue to take a look at. So given that profile, then it's certainly something that we will look at come up for this next cycle. Thomas Ferguson: Yes. And we are committed to being more regimented about looking at it consistently each year and -- and as we -- this is the time where we are putting the budget together, the plans together and talking about these things with our Board. So the timing is good, as Jason said, but we're committed to evaluating this annually and not having to go several years like it did this last time before we have an increase. Operator: The next question comes from Gerry Sweeney with ROTH Capital. Gerard Sweeney: Most of my questions have been answered, but I just had one quick question on Precoat. You implied that you think the segment has bottomed, but we also talked about some prepayment imports that are being at surplus. Are you able to bracket out how much that surplus was a headwind for the segment, and what we should be thinking about that on a go-forward basis? Thomas Ferguson: Yes, certainly. The thought process around about the prepainted metal imports is really correlating the data that we can see internally. So we can see internally the [ beer ] imports coming in and get a feeling for that and then translate it back into what prepainted import material is out there in the pipeline. So we've seen that filter through our system and filter through our customer systems to the point where less prepainted metal imports historically, up to this point in time, have not necessarily had any impact on our business. And our anticipation going forward is we start to see some of that benefit filter through. If you think about that prepainted metal import market, it's around about 10% of the U.S. market is fulfilled through that supply chain. It's down around about 35% this year, but it's gaining momentum in terms of how much it's down, obviously, it's down more as you get to the third quarter versus the first quarter. So it creates that market opportunity. And really, if you look at that prepainted metal import market, and who can serve that market, then there's only a couple of players that can really serve that market. And obviously, AZZ Precoat is one of the names at the top of that list. So it creates a nice opportunity for us as we start to look at our opportunities for next year. Operator: This concludes our question-and-answer session. I would like to turn the conference back over to Tom Ferguson, CEO, for any closing remarks. Thomas Ferguson: Thank you, operator. And thank you for joining us this morning. As you can tell, we're pleased with our results for the Q3. Feeling good about the full year. And then it's early, but getting excited about fiscal 2027, looking forward to announce some guidance for fiscal 2027, and then announcing our results in a few months. So happy new year. Thank you for joining us. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Operator: Good afternoon, ladies and gentlemen. I would like to welcome everyone to the Gap Inc. Third Quarter 2025 Earnings Conference Call. [Operator Instructions] I would now like to introduce your host, Whitney Notaro, Head of Investor Relations. Whitney Notaro: Good afternoon, everyone. Welcome to Gap Inc.'s Third Quarter Fiscal 2025 Earnings Conference Call. Before we begin, I'd like to remind you that the information made available on this conference call contains forward-looking statements that are subject to risks that could cause our actual results to be materially different. For information on factors that could cause our actual results to differ materially from any forward-looking statements, please refer to the cautionary statements contained in our latest earnings release, the risk factors described in the company's annual report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2025, quarterly reports on Form 10-Q filed with the Securities and Exchange Commission on May 30, 2025, and August 29, 2025, and other filings with the Securities and Exchange Commission, all of which are available on gapinc.com. These forward-looking statements are based on information as of today, November 20, 2025, and we assume no obligation to publicly update or revise our forward-looking statements. Our latest earnings release and the accompanying materials available on gapinc.com also include descriptions and reconciliations of financial measures not consistent with generally accepted accounting principles. All market share data referenced today will be from Circana's U.S. Apparel consumer service for the 12 months ending October 2025, unless otherwise stated. Joining me on the call today are Chief Executive Officer, Richard Dickson; and Chief Financial Officer, Katrina O'Connell. With that, I'll turn the call over to Richard. Richard Dickson: Thanks, Whitney, and good afternoon, everyone. We are very pleased to report third quarter results for Gap Inc. that exceeded our expectations across multiple measures, including net sales, gross margin and operating margin. We've done this by executing our strategic priorities with precision and consistency. The reinvigoration of our iconic brands continues to gain strength. Our playbook rooted in purpose, powered by creativity and executed with excellence is working. And it's bringing consistency to how we operate and clarity to how we win. The momentum in the business is clear from product design to storytelling, from store execution to digital engagement. The result is a company that's becoming more agile and performing with increasing confidence. On today's call, as usual, I'll provide an update on our third quarter performance and progress in the context of our 4 strategic priorities. Then Katrina will walk you through our detailed financial results and our financial outlook, after which we will open the call for questions. Let's start with financial and operational rigor. Gap Inc. comparable sales were up 5% versus last year, the highest quarterly comp in over 4 years. We were pleased to see our 3 largest brands, Old Navy, Gap and Banana Republic, posting strong positive comps in the third quarter, demonstrating the resilience of our portfolio despite a challenging quarter for Athleta. We delivered operating margin of 8.5%, which benefited from growth in AUR as customers responded well to our brand offerings. We continue to strengthen our balance sheet, ending the quarter with strong cash balances of approximately $2.5 billion. Turning to our next strategic priority, driving relevance and revenue by executing on our brand reinvigoration playbook. This playbook when applied with relentless repetition creates a powerful flywheel, which has resulted in 7 consecutive quarters of comp growth for our portfolio. Our largest brand, Old Navy, had an incredibly strong quarter, reflecting the brand's strength, consistency and continued momentum. Comparable sales were up 6% with the brand consistently gaining market share over the last 2 years. Customers responded to the compelling value proposition, resulting in healthy growth in average unit retail and notably across all income cohorts, which is encouraging despite widely reported macroeconomic pressure on the low-income consumer. Old Navy's consistent performance is being delivered by trend-right products, our strategic pursuit of category leadership and compelling storytelling. The quarter began with a robust back-to-school season, reinforcing its leadership position in kids and baby in the U.S. denim posted its highest third quarter volume in years with growth across the family. Women's and girls' showed particular strength driven by trend-right styles like barrel, wide leg and baggie fits. Active delivered impressive double-digit growth in the quarter with strength across the family. This demonstrates the strong customer response to the brand's distinctive value proposition in the active market and innovation, including new franchises like Bounce fleece. Today, Old Navy is the #5 active apparel brand in the U.S. and the #4 brand in the women's active space. As we begin to drive more growth through strategic partnerships that amplify our brand relevance, our latest Disney collaboration kicked off the holiday season with our Jingle Jammies collection, which is exceeding our expectations, driving excitement across the family and fueling strong performance in the broader sleep category. Another great example is our first designer collaboration with American Design Legend, Anna Sui. The collection brought high-fashion design to a broader audience, staying true to Old Navy's democratic and accessible brand promise. The campaign featured rising Gen Z artist, PinkPantheress and resonated across platforms. In September, we announced plans for a strategic expansion into the beauty category with a phased launch starting with Old Navy. As one of the fastest-growing, most resilient retail categories in the U.S. and customer insights that reinforce strong interest in the category, we see a clear and meaningful opportunity to grow in beauty. We recently expanded Old Navy's Beauty collection in 150 stores with select stores offering dedicated shop-in-shops and Beauty Associates. We intend to use this pilot to inform a thoughtful scaling strategy that will take us from seeding in 2026 to accelerating growth in the years that follow. Old Navy's third quarter performance reflects the strength of the team's work, which is clearly resonating. This brand continues to delight consumers and consistently deliver positive comps while reinforcing Old Navy's position as a brand that defines value, style and accessibility in American fashion. This gives us confidence as we move into Q4 and beyond. Now let's turn to Gap. Gap delivered another standout quarter, reinforcing the reliability of its execution and the compounded strength of our namesake brand. Comparable sales were up 7% on top of 3% comp last year, marking the eighth consecutive quarter of positive comps with growth in average unit retail, consideration, organic impressions and new customers, a clear signal that Gap's momentum is real, repeatable and resonating. The quarter was fueled by broad-based strength in denim, the centerpiece of our viral campaign, Better in Denim, featuring global group, Katseye. This campaign demonstrated the power of the playbook in action, featuring trend-right product, amplified by culturally relevant storytelling. With more than 8 billion impressions and 500 million views, Better in Denim culminated in a global cultural takeover and has become one of the brand's most successful campaigns to date, generating significant traffic and double-digit growth in denim. The results speak for themselves. Gap continues to accelerate, attracting a younger, highly engaged consumer, particularly Gen Z, who is discovering us while reinforcing loyalty with our core consumer. As Gap brand equity and relevance continues to build, the iconic Gap Arch logo hoodie is a great example of the brand reclaiming its place in the cultural conversation. During the quarter, we marked the 30th anniversary of the Gap hoodie with our first-ever Hoodie Day. It was a moment that energized our teams, drove connection with consumers and contributed to the notable strength in Fleece during the quarter. Our recent collaboration with Sandy Liang was another highlight, delivering strong results and continuing to position Gap as a platform for creative partnerships that drive relevance and new customer acquisition. For holiday, the brand is leaning into CashSoft, where you'll see continued innovation with extensions into new silhouettes, on-trend sets and vibrant colorways. Earlier this month, we launched our highly anticipated Give Your Gift Holiday campaign, a continuation of our effort to bridge the gap across generations through music, creativity and culture, featuring emerging artist, Sienna Spiro. Gap's execution of the playbook has been fantastic, and it's been exciting to see the brand building on their success quarter after quarter while continuing to drive distinction and relevance. It's a brand that knows who it is, where it's going and how to win, and we're looking forward to carrying that momentum into the holiday season. At Banana Republic, we continue to make steady progress. The work to strengthen its positioning, leaning into its heritage is paying off. Comparable sales were up 4% in the quarter, reflecting meaningful traction as the brand's reinvigoration takes hold. Growth was driven by continued progress in the harmonization between men's and women's. Men's elevated fashion designs featuring distinctive textures and fabrications continue to perform well. And we've seen notable improvement in women's as fit and product refinement are resonating, particularly in dresses and wovens. Building on the success of the brand's prior campaigns, the response to Banana Republic's fall campaign with David Corenswet was strong, breaking brand engagement records and fueling growth while expanding cultural reach and resonance. For the holiday season, Banana Republic is leaning into its distinctive position as the modern explorer brand. Our new campaign shot in the stunning landscape of Ireland, captures this essence well with our beautiful product featured in our travel-oriented storytelling brought to life through dynamic destination-rich content. This approach is driving stronger brand affinity and proving to be highly impactful with our customers. Overall, Banana Republic's third quarter results reflect meaningful progress and continued momentum. I'm optimistic the brand is well positioned as we head into the holiday season. Shifting to Athleta. Maggie Gauger, Brand President, has begun to make an impact in her first 90 days. She's taking quick and thoughtful action to begin to reorient the brand. This includes reorganizing the talent structure to align with her vision. The team is doing the right work, acting with speed and urgency to drive progress, but this reset will take time. Our focus is on positioning Athleta for long-term success and returning it to its rightful place as a premium aspirational brand. The brand is at the beginning of its reinvigoration journey. We aren't chasing quick fixes. We are taking a deliberate approach to position the brand for the long term. We're confident that the consistent application of our brand reinvigoration playbook anchored in purpose and heritage will guide Athleta forward. This is about returning to what made the brand great to begin with while reestablishing our clear and distinctive position in the active market. We're encouraged by the steps Maggie and the team have already taken, and we look forward to the continued impact of their leadership as Athleta's reinvigoration takes shape. As we head into the holiday season, our supply chain continues to power strategic advantages. The scale of our global network across sourcing, logistics and fulfillment gives us the flexibility and resilience to operate with confidence. Our long-standing vendor partnerships and diversified sourcing footprint are enabling us to move with speed and deliver newness at the pace of demand. We've introduced new automation and AI capabilities across our omni fulfillment network from robotic unloaders to advanced storage and retrieval systems, which have increased productivity by nearly 30% compared to just a few years ago. This enables us to meet peak demand with greater speed, agility and precision. With a fleet of about 2,500 stores globally and the largest specialty apparel e-commerce business in the U.S., we're positioned to serve our customers wherever and however they choose to shop this holiday season. Across Gap Inc., our teams are inspired and energized by the work we're doing, and you can feel it. The work we're doing together to drive the business continues to ignite real energy inside the company, creating a culture that's united, motivated and focused on execution. This is the culture that is carrying us into the holiday season, where our collective focus is clear: win with the consumer, deliver with excellence and keep building on the progress we've made together. In the fourth quarter, we remain focused on executing with excellence. Our Q3 and quarter-to-date performance positions us well for the holiday selling season and gives us the confidence to update our full year outlook, increasing net sales growth to the high end of our prior range and raising our operating margin. We look forward to finishing the year strong and creating a clear runway to the next phase of our transformation as we move into 2026, building momentum. I'll now turn the call to Katrina for a closer look at our financials. Katrina O'Connell: Thank you, Richard, and thanks, everyone, for joining us this afternoon. We delivered exceptional third quarter results, surpassing our expectations across multiple key metrics. Our strategy is working, growing brand relevance combined with operational and financial discipline drove our highest quarterly comparable sales performance in over 4 years, up 5%. We saw strong performance across the back-to-school and early holiday periods, underscoring the increasing resonance of our brands with consumers. With the playbook now in its second year, we're beginning to see a flywheel of growth take hold at Old Navy and Gap, with Banana Republic gaining traction. We exceeded our gross margin expectations with strong flow-through to our operating margin in the quarter, driven by rigor in the fundamentals. Average unit retail or AUR grew again this quarter, reflecting our compelling product offering and the disciplined execution across our teams. Our brand momentum, combined with our strategic supply chain actions, enabled a significant portion of the tariff impact on our margins to be mitigated. With the strength of our third quarter results and our quarter-to-date performance in mind, we are raising our full year 2025 gross margin and operating margin outlook with full year 2025 net sales growth now expected to be at the high end of our prior guidance range. I'll take you through the details of our outlook shortly. We are entering the final stages of fixing the fundamentals. Consistent progress on our strategic priorities has strengthened our position as we move into 2026, where we will focus on building momentum and creating new growth opportunities. Now turning to third quarter results. Net sales of $3.9 billion were up 3% year-over-year, exceeding our expectations with comparable sales up 5%. By brand, starting with Old Navy, net sales were $2.3 billion, up 5% versus last year, with comparable sales up 6%. It's exciting to see the brand winning in strategic categories like denim, active and kids and baby, supported by strong execution of culturally relevant marketing and partnerships. Turning to Gap brand. Net sales of $951 million were up 6% versus last year and comparable sales were up 7%. Relentless consistent execution of the reinvigoration playbook is fueling sustained momentum for the brand, clearly reflected in the Better in Denim campaign. Banana Republic net sales of $464 million were down 1% year-over-year with comparable sales up 4%. Our foundational work on the brand from elevated product to culturally relevant storytelling is resonating with consumers and drove the second consecutive quarter of solid performance. Athleta net sales of $257 million, decreased 11% versus last year and comparable sales were down 11%. We're focused on applying the playbook with rigor, beginning with the fundamentals as we work to reset the brand for the long term. And while we're eager for results, we are executing a phased plan that will take time. Let's continue to the balance of the P&L. Gross margin of 42.4% declined 30 basis points from last year, but exceeded our expectations. As anticipated, tariffs pressured overall margin levels. However, lower discounting resulted in increased AUR growth driven by the consumers' response to our relevant product and storytelling. Compared to last year, merchandise margins were down 70 basis points due to the estimated 190 basis point impact of tariffs. This implies roughly 120 basis points of underlying margin expansion. ROD leveraged 40 basis points in the quarter. SG&A increased to $1.3 billion, primarily due to the quarterly timing of incentive compensation and continued strategic investments. SG&A as a percentage of net sales was 33.9%, de-leveraging 50 basis points versus last year. Third quarter operating margin of 8.5% was down 80 basis points compared to last year, which includes an estimated 190 basis points of tariff impact. This implies roughly 110 basis points of underlying margin expansion. Earnings per share in the quarter were $0.62, a decrease of 14% versus last year's earnings per share of $0.72, primarily due to the impact of tariffs. Now turning to the balance sheet and cash flow. End of quarter inventory levels were up 5% year-over-year, primarily attributable to higher costs due to tariffs. Our disciplined inventory management resulted in slightly negative unit inventories, and we believe we ended the quarter with the right inventory composition. We continue to be rigorous in our approach to inventory for the balance of the year. As we shared on our second quarter call, we've tightened the way we purchase unit inventory to ensure maximum flexibility for various demand scenarios and to enable us to be more responsive to consumer demand. We expect to operate in line with our inventory principle of unit purchases positioned below sales. The last 2 years have been about fixing the fundamentals, which includes strengthening the balance sheet. We ended Q3 with cash, cash equivalents and short-term investments of $2.5 billion, an increase of 13% from last year. Net cash from operating activities was $607 million year-to-date, and our free cash flow of $280 million year-to-date demonstrates the rigor we have put into managing the business. Capital expenditures were $327 million year-to-date. With regard to returning cash to shareholders, in the third quarter, we paid $62 million to shareholders in the form of dividends, and the Board recently approved a fourth quarter dividend of $0.165 per share. Year-to-date, we have repurchased 7 million shares for approximately $152 million, achieving our goal of offsetting dilution. And while we've achieved our goal, as always, we remain opportunistic. Now turning to our outlook for fiscal 2025. I am pleased with the strength of our Q3 results and solid quarter-to-date performance, which are giving us the confidence to update our fiscal 2025 outlook. We've been operating against a dynamic backdrop for the last few years, and we're expecting the same for the fourth quarter. Our outlook assumes a relatively consistent macroeconomic environment, but acknowledges the potential for increasing uncertainties related to consumer behavior and global economic and geopolitical conditions. As a result, we continue to take a balanced view with our guidance and remain focused on controlling the controllables. Starting with full year 2025 net sales, we are increasing our outlook to the high end of our prior guidance range and now expect net sales growth of 1.7% to 2% year-over-year. Our outlook assumes ongoing strength at Old Navy, Gap and Banana Republic and a longer recovery at Athleta. Moving to gross margin. With our strong Q3 performance, we are raising our full year gross margin outlook. We now expect deleverage of about 50 basis points year-over-year, driven by an unchanged estimated annual net tariff impact of approximately 100 to 110 basis points. Excluding the impact of tariffs, this would imply underlying gross margin expansion of approximately 50 to 60 basis points versus last year. Turning to SG&A. We continue to expect SG&A to leverage slightly for the full year. As discussed on last quarter's call, we are driving continuous improvement in the cost structure of the company this year as we rigorously drive $150 million in cost savings in our core operations through efficiency and effectiveness. We remain committed to reinvesting a portion of the $150 million into future growth projects, including beauty and accessories as we pursue the long-term success of the company. A portion of these savings will also offset continued inflation. Now I'll turn to fiscal 2025 operating margin. We now expect an operating margin of about 7.2% for the full year, an increase from our prior guidance range of 6.7% to 7%. This continues to include the estimated net tariff impact of approximately 100 to 110 basis points. Excluding the impact of tariffs, this would imply meaningful underlying operating margin expansion of 80 to 90 basis points versus last year. Our income tax rate outlook for the year has increased to approximately 28% and primarily reflects the impact of changes in the amount and mix of our geographic earnings. This increase of 1 point versus our prior outlook of 27% represents an approximate $0.03 headwind to EPS. Looking to 2026, as we shared on our second quarter call, we do not expect the annualization of tariffs in 2026 to cause further operating income declines. And we now expect the majority of the mitigation to come from adjustments to our sourcing, manufacturing and assortments with the balance driven by targeted pricing. We continue to be mindful of price elasticity and remain focused on maintaining the overall value proposition for our customers. And while pricing is a lever to manage AUR, it's one of many we've been using to manage margin over time. Other levers include assortment mix, full price sell-through, promotions and inventory management. Our third quarter AUR performance and the momentum of our brands gives me confidence that our AUR growth plans are achievable. There will be a timing dynamic to the tariff impact on gross margin in 2026. We estimate a Q1 net tariff impact similar to Q4, followed by meaningful benefits from our mitigation efforts in Q2. The back half of 2026 should turn to a tailwind as our actions build, and we lap most of this year's tariff impact. In closing, our Q3 results reflect strong execution of our reinvigoration playbook, driving consistency and growth across our largest brands. Continued cost discipline is enabling reinvestment in strategic growth opportunities, while our scale and supply chain strength support ongoing tariff mitigation. When we perform with excellence, it builds confidence. Confidence fuels execution. Execution drives growth. This flywheel is the engine of our momentum. As we look to deliver this holiday season, we remain focused on operational excellence and advancing our ambition to become a high-performing company that delivers sustainable, profitable growth and long-term value for our shareholders. I'd like to thank the team for their commitment to excellence and delivering results in support of our transformation journey. With that, we'll open up the line for questions. Operator? Operator: [Operator Instructions] And our first question comes from the line of Alex Straton with Morgan Stanley. Alexandra Straton: Great. Congrats on a nice quarter. Maybe for Richard or Katrina, can you just dig in a little bit more on what drove such a strong comp acceleration at the Gap banner? And also how you think about sustainable comp level for that business over time? And then maybe for Katrina, just what surprised the upside versus your initial expectations on gross margin? Curious if tariffs played a role and how you think about steady state on that line item from here? Richard Dickson: Alex, thank you. First off, I think it's clear our strategy is working, and it is showing up in the momentum that we're seeing in our results. All 3 of our largest brands exceeding expectations, Navy up 6%, Banana Republic up 4% and Gap delivered another standout quarter with a strong comp of 7% and that's on top of 3% last year, and it represents the eighth consecutive quarter of positive comps for us. This consistency is setting new records for the brand, and it's reinforcing our confidence in its long-term growth trajectory, driven by compelling product assortments, partnerships and marketing have really resulted in growth across all income cohorts. We have seen more high-income consumers choosing Gap. And we really do believe that with the strong competitive position that we've taken between premium and value and the fact that we're bridging the generation gap, it's a really exciting time to see Gap continuing to accelerate. We have been attracting a younger, highly engaged consumer, particularly with Gen Z as they discover the brand. And it's reinforcing loyalty with our core consumer. So the performance in the quarter, which, as you know, was fueled by our broad-based strength in denim, the centerpiece of our viral campaign, Better in Denim featuring the global group Katseye, did incredibly well. I mean we generated more than 8 billion impressions. I think we had over 500 million views. It was the denim story everybody wanted to be part of. We increased our ranking in the denim category. Gap is now the #6 adult denim brand in the U.S., up from 8 last year. Collaborations are continuing to drive relevance and revenue with our latest collaboration this quarter with Sandy Liang, which was incredibly successful, again, attracting new younger customers to the brand. And it's exciting to see the brand just continuing to build on their success quarter after quarter, and we're looking forward to carrying that momentum into the holiday season and beyond. Katrina O'Connell: As it relates to -- sorry, I'm going to finish up, Alex, for you on gross margin. So for gross margin in the quarter, we did exceed our expectations in gross margin by over 100 basis points, and that was actually driven by an in-line expectation as it relates to tariffs. So tariffs of 190 basis points were as expected. But the out-performance in the quarter really came from standout performance, particularly at Old Navy and Gap and better-than-expected AURs as consumers really responded to our product and storytelling, which enabled us to have lower discounting in the quarter. Operator: And our next question comes from the line of Bob Drbul with BTIG. Robert Drbul: I was just wondering if you could expand a bit more on AUR trends, how you're managing AUR trends? And I guess just the growth plans that you've spoken about as you look forward maybe Q4, but even into '26. Richard Dickson: Thanks, Bob. We approach pricing as we always have. I mean we consider all the various inputs while maintaining our overall value proposition for consumers. And in Q3, as our brands continue to gain more relevance and the rigor that we put around inventory management, as that becomes more foundational, we are increasing our price elasticity, and we've been driving higher sell-through at full price. We did take select pricing in Q3 in select categories, denim, which saw double-digit growth and the strength of our execution is really resonating with customers, and we saw growth, as I mentioned, across all income cohorts. The sales were driven by both units and AUR. We had overall AUR improving versus last year. We saw particularly strength in Old Navy and Gap with customers that were really responding well to our style, the quality and the value, which we continue to advance. Banana Republic AURs also were strong. This is resulting in less discounting, better regular price sell-through, and it's giving us confidence that we can continue to drive AUR growth as we enter the fourth quarter. Operator: And our next question comes from the line of Matthew Boss with JPMorgan. Matthew Boss: Congrats on a really nice quarter. So Richard, could you speak to drivers of the top line inflection that you saw at Old Navy this quarter? Any change in momentum, early holiday? And relative to the consistency that you've now clearly shown at the Gap concept, I guess, how do you see Old Navy differentiated as it relates to the market share opportunity for that brand? And then, Katrina, just given actions that you've taken to the cost structure, how best to think about annual operating income dollar growth if low single-digit top line was the baseline multiyear moving forward? Richard Dickson: Matthew, thank you for the question, and thrilled to talk about Old Navy. We had an incredibly strong quarter, comps up were 6% with the brand consistently gaining market share over the last 2 years. It is the #1 specialty apparel brand in the U.S. And the performance this quarter really speaks to the brand's strength, consistency and continued momentum. Customers are responding to what Old Navy does best. We give great style at great value. We saw healthy growth across all income cohorts in AUR, it was driven by trend-right product, which, again, was amplified by compelling creative and better storytelling for our brands. We've been winning in the categories that we've been strategically pursuing with intent. And we've shared those along the way. Kids and baby, denim and active have all been driving the momentum. Active in particular, was a standout in the quarter. We delivered double-digit growth. And I believe it's underscoring the power of our value proposition and innovation. Differentiation as it relates to the market share opportunities that we see, we look at partnerships, Disney's partnership with us. We just presented Jingle Jammies, which was an incredible presentation across the family. It exceeded expectations. We just also introduced Anna Sui's collaboration with us, which was particularly meaningful as the first designer collaboration where we're bringing high fashion to a broader audience. All of this, while we're just beginning to expand the brand into Beauty, which, of course, is early days, but we see incredibly high potential opportunity for Old Navy for that category and the broader portfolio over time. So look, I'm thrilled with Old Navy's consistency in the quarter performance. And I actually am particularly excited about our holiday offering at giftable price points, and we are ready to execute with excellence. Katrina O'Connell: And then, Matt, as it relates to your other question, I would say, as you called out, we've done a lot of restructuring over the last few years. And then this year, we previewed that we're saving about $150 million in our cost structure. We are reinvesting a portion of that into future growth opportunities because we want to be able to seed this next phase, which we're saying is building momentum that we hope over time leads to accelerated growth. So balancing the savings with what we think are important investments for the long term. What I would say is this year, the operating margin that we've guided to of about 7.2% is really only modest deleverage compared to last year, and that's while absorbing 100 to 110 basis points of operating -- excuse me, of tariff impact, which does show the way we are managing the business with rigor, both through cost and margin improvements. As we look forward, we've also said that in 2026, we don't expect the annualization of tariffs to cause further operating income declines as we work hard to mitigate those costs. Once tariffs are fully reflected in the base, we do believe the consistency in our core, combined with top line benefit related to the high potential growth opportunities that we're seeding in '26 should provide sales growth that benefits operating income over time. So more to come on what that algorithm turns out to be, but we feel good about the work we've been doing, and we're certainly pleased with our results. Operator: Our next question comes from the line of Brooke Roach with Goldman Sachs. Brooke Roach: Richard, how do you feel about the store fleet today across brands and banners? Are there any investments that need to be made to fuel the momentum from a shopping experience perspective? And what does that mean regarding store fleet transformation, whether that's remodels or changes in store count as you look ahead into 2026? Richard Dickson: Brooke, thanks for that question. Stores are a really important way for customers to experience our brand. I mean they bring our product, storytelling and service to life in a way that digital just can't. With a company operating a fleet of about 2,500 stores, we are always optimizing our retail footprint. We're closing underperforming stores. We're repositioning some locations that are more relevant to our customers, and we evaluate new store openings. As you know, over the last several years, we've closed about 350 stores that were unprofitable. Last year, we closed about 56 stores across our portfolio. We expect to close approximately another 35 in fiscal '25 with the majority of those closures being specific to Banana Republic. I believe we're at a pivotal point right now where the fleet is really well positioned, and we've been testing new formats and experiences. Gap Flatiron in New York has been functioning for about a year with great learnings that we've started to expand across our Gap fleet with denim shops, new refresh shop here in San Francisco and a variety of others that are on plan. Banana Republic, specifically in SoHo and other locations that we've been refreshing with some great results and of course, Old Navy and Athleta up at [ bat. ] We continue to evaluate these tests and their performance and are getting more and more confidence in the revenue and relevance and the strong returns that they've been driving. We've begun to invest rationally and selectively in the areas that we think will drive the return that we're looking for. And we will continue to keep everybody posted as we look to the combination of repositioning our stores, refreshing must-win stores and again, looking to start to open up new stores where it makes sense strategically. Operator: And our next question comes from the line of Adrienne Yih with Barclays. Adrienne Yih-Tennant: Congratulations. Great to see the progress at the right time. Richard, my question for you is sort of a little bit higher level since you've come, there's such a focus on product and marketing, like the combination of the flywheel effect of those. How is the appointment of design and creative, specifically Zac Posen changed the complexion of creative thinking throughout the organization? And then the marketing piece of it, how has that kind of -- how does that complement kind of the product and creating that flywheel? Richard Dickson: Thank you, Adrienne, for the question. First off, let's just mention Zac. He's been an incredible addition to our leadership team. It's been almost 2 years ago now that he's joined and has brought significant impact on many creative aspects, I would say, both inside the company and beyond. Our objective collectively with Zac and by elevating the creative conversation across our brands, highlighting design and product as an incredibly important attribute to all of our brands has been working. I mean we've been culturally creating moments, curated moments where our brands and our products have taken center stage, not only to some extent on the runway, but on Main Street. And we're attracting talent as well to our portfolio that might not have considered a place like Gap Inc. or our brands prior. When we talk about marketing, which I also am pleased to talk about, we know marketing is a much more complex function today than it was in the past. And as you know, we've been working really hard at driving new narratives that put our brands back into the cultural conversation, and it's our job to be everywhere that our consumer is with the right creative messaging. I think it's obvious we're performing while we transform. We're driving digital dialogue messages with social media as the #1 platform for our consumers. Influencer content is among the most common product discovery methods amongst Gen Z and millennials, which we've been performing incredibly well with. We actually recently launched a cross-brand content creator and social media advocacy program last month, which you might have seen. We now also have a presence on TikTok as a shop and many more. And these methodologies are proving really impactful, but they also require higher quality accelerated amounts of creative. And lastly, we can't help but mention again, Katseye is a great example of that. I mean 8 billion impressions, 500 million views. This was a true cultural takeover. And I think it's another proof point in our playbook, and we believe we've got the means and the experiences and the brands to continue to be more effective and be more efficient in our spend as we've proven this methodology is working, and it will continue to propel us into the future. Operator: And our next question comes from the line of Dana Telsey with Telsey Group. Dana Telsey: Congratulations on the nice progress. Katrina, one for you, one for Richard. As you think about the tariff mitigation strategies, which seem to be effective, the pricing adjustments have seemed to become less and less. Is that the right impression? And how you're thinking about pricing going forward? And then, Richard, the acceleration in store sales is impressive. In your view of the consumer overall, how are you thinking about the consumer? Does it differ by brand, lower and higher income customer, whether it's Gen Z, millennial or baby boomer, how do you think the current feeling is in the attitudes towards merchandising? How do you think of consumer demand? Richard Dickson: Dana, thanks for the question. I think I'm going to jump in here and take consumer first, and then Katrina can follow up with tariff mitigation answers. First, I think it's really important to share, we're seeing consistency and strength in our customer behavior. As I mentioned, we're really proud that we're winning with all income cohorts. And you could see it with the strong differentiation within our portfolio. Together, we see equal growth across low, middle and high. And it's evidenced by our 2 largest brands, Old Navy and Gap. Now there is external data that points to, of course, the macro pressure on the low-income consumer, but our customers are finding our price value, our product, our styles. It's breaking through the competitive landscape, and we're winning. We're also doing this Dana, with less discounting. We've got better regular price sell-through, increased AUR, which is really indicating that our product is resonating. I think you could see it when you go into our stores, we're just telling better merchant-driven stories, and it is supported by incredibly relevant marketing. We're also excited to see that the high-income consumer is discovering our fashion, quality and value. And we think that is also being driven by the relevant narrative that we've been creating in the marketplace. So when I step back and I look at our portfolio competitively, I think our portfolio appeals to a wide range of consumers. It gives us greater flexibility in today's environment. When we look at our portfolio today versus even a few years ago, we are a much stronger portfolio of brands today. We're resonating with consumers. And it's our job on a day-to-day basis to create great product with great style and quality, exceptional value. And I think we will prevail in any marketplace if we stay consistent and true to that narrative. Over to you, Katrina, on tariffs. Katrina O'Connell: Sure. So as it relates to tariffs, we did do a slight amount of pricing in the quarter, but we really honestly, Dana, approach pricing as we always do. We look at all the various inputs really with an eye to maintaining the overall value proposition for our consumers. So we did take select pricing in select categories. I think denim is a really good example at Gap, where given the strength, we were able to take slight pricing and see double-digit growth in sales in spite of that. The strength of our execution, as Richard said, really is resonating with our consumers. And as Richard said, we saw sales come from both units and AUR in the quarter. I would say the bigger driver of the outperformance in the quarter and what we're seeing is less discounting and better regular price sell-through. And I think as Richard said earlier, that really gives us the confidence that we can keep driving AUR growth as we enter the holiday season. Operator: And our next question comes from the line of Lorraine Hutchinson with Bank of America. Lorraine Maikis: Just switching gears to Athleta for a minute. How do you feel about the level and content of the inventory there? And do you have a time line for when you think that sales could begin to stabilize? Richard Dickson: Lorraine, thank you for that question. We're not hiding from Athleta. It's a very important brand in our portfolio. We have been disappointed in the trend. But Maggie, our Brand President, has hit the ground running in her first 90 days, and she's balancing near-term priorities with, of course, the longer-term reinvigoration objectives that we have for the brand. As I mentioned, she's been building her leadership team to align with her vision, and she is truly setting the foundation for the brand's next chapter. A lot of work happening, editing the assortment, studying the consumer, evaluating our retail footprint and, of course, the overall customer experience. This is a reset year for Athleta, and our focus is going to be on positioning the brand for long-term success and returning it to a rightful place as a premium purpose-driven aspirational brand. We do believe Maggie and the team are taking the right steps, and we remain confident that Athleta will emerge as a brand that really does matter even more to women through product, trend and storytelling. We understand there's a lot of work to do, but we believe we've got the right leader in place to do it, and we look forward to continuing to update you as more news unfolds. Katrina O'Connell: And maybe what I'd add, Lorraine, on inventory is as we assessed Athleta in second quarter, given sort of the trend in the business, we did make some choices to lower inventory levels overall. And so we have aligned inventory for Athleta to this lower sales trend as we head in -- for Q3 and as we head into Q4. So we feel good about the levels and quality of inventory at Athleta, and we'll remain pretty prudent as it relates to Athleta until we start to see the product and the marketing get back to where we would expect it to be for this brand. Operator: And our next question comes from the line of Paul Lejuez with Citigroup. Paul Lejuez: Just to go back to the unit comments. Curious which brands you saw the greatest increases in units? And then I'm also curious on the inventory versus unit gap that you mentioned, what will that look like at the end of the year, the finish up fourth quarter and then into the first half of '26? Katrina O'Connell: Paul, I'm going to take the first one, but we had a lot of trouble hearing your second question. So apologies on that one. We're going to ask you to repeat it. As it relates to units, we were really pleased to see that as our brands are gaining relevance, combined with the rigor that we're putting into the business that we're seeing our elasticity improve, and we're getting higher sell-throughs at regular price. When we look at the units in the quarter, I would say units were aligned with where we see outperformance in the business, particularly at Old Navy and Gap, and we also saw AURs there as well. But I'm going to ask you to repeat again the second part because we couldn't hear you. Paul Lejuez: Sure. Sorry, Katrina. So the inventory dollars versus unit gap that you spoke of this quarter, curious what that looks like at the end of 4Q and then in the first half of next year. Katrina O'Connell: Oh, thanks. Sorry about that. So we continue to keep our units below sales as we try to keep within our principles of keeping inventory tight. We want to keep maximum flexibility so that we can respond in season to various demand scenarios. and be responsive to consumer demand. So as we think about end of quarter inventory, I would expect it to be similar to how we just ended Q3. Operator: And our next question comes from the line of Corey Tarlowe with Jefferies. Corey Tarlowe: Richard, I wanted to ask about the power of partnerships. And the reason being is I don't think that there's a retailer in the mall today that has done more partnerships in the time span that you've been at Gap to expand the aperture for the brand and to build, as you say, relevance in revenue. And I was curious about what you think strategically this means for the business ahead. And then the follow-up to this is how have the consumers responded to these improvements in the brand in the way that you've been able to say, remove promos on categories like denim at Gap? Richard Dickson: Okay. Corey, thank you for the question. First off, I think it has been a credit to the brands and teams that have followed the methodology that we shared with our playbook. And as part of the playbook and when we look at cultural relevance, collaborations help a brand drive relevance. It broadens its customer base and continues the drumbeat between its larger partnerships and releases. So it keeps topical in the context of the amount that we do and the timing that we do, do them. Now you have to really be authentic. It's not just a collaboration. It's a well-thought-out strategic partnership. To date, Gap brand, as you mentioned, we've launched over 13 collaborations. It continues to drive enormous excitement and attract new audiences to us. And they're very precise, and they need to be. They need to be win-win. And most importantly, they need to be authentic to the consumer. The collaborations that we've been doing, as I mentioned, are attracting new generations to Gap, but it's also, at the same time, reinforcing the brand to those who love us for years. This is, to some extent, a balance of art and science. The latest collaboration this quarter with Gap brand with Sandy Liang in the third quarter, it drove incredible engagement and overall basket. You asked about consumers responding in relation to it and how it affects our business. I mean more than 25% of the customers who shop these collaborations were new to Gap. And of those who shop the collaborations, 20% shop beyond the collab. So we see the attraction that these collaborations when done right, are generating for the brand. And then we -- by offering and showing other product, we're now establishing broader, bigger house files and more exciting relationships with our consumers. We just launched the Anna Sui collection with Old Navy, which is the first designer collaboration in Old Navy, incredible success, similar engagement, a really well thought out precise partnership, and we believe a sign of things to come. So again, laddering up. It's great credit to the teams across the brands for driving the playbook, executing it with excellence and really creating win-win collaborations for the consumer and our business. Operator: And our final question comes from the line of Michael Binetti with Evercore ISI. Unknown Analyst: It's [ Carson ] on for Michael. Katrina, probably a question for you. I appreciate the color on the wraparound effect of tariffs into 2026. But if we set tariffs aside, you had really nice underlying gross margin expansion in third quarter. The guidance implies pretty similar for fourth quarter. How much of that underlying expansion is from AUR versus other drivers? Because I think I've heard several times today, confidence in the AUR plan. So if that's a leading driver, is it safe to carry those impacts over into the next few quarters? Katrina O'Connell: Thanks for the question. So the way I would answer that is our margin strength in Q3 came from a combination of favorability in commodities, aided by some supply chain leverage that we got as well as strength in AUR. As we look to Q4, what you'll see is that the tariff impact to Q4 is similar to what we just experienced in Q3. And we're also still seeing the commodity benefits. But in Q4, we're trying to sort of stay balanced in our outlook. And so right now, what we have in is roughly similar promotions year-over-year so that we have room to compete in any environment. And so we'll obviously aspire to do better, but the upside that we saw in AUR from Q3 is not currently assumed in Q4. Operator: And ladies and gentlemen, that concludes our question-and-answer session. I will now turn the conference back over to Mr. Richard Dickson for closing remarks. Richard Dickson: Thank you, operator. This was an exceptional quarter, and I'm really proud of this talented team that continues to deliver quarter after quarter. As we look to finish the year strong, our team is fired up and our focus is clear: continue to execute with excellence and win with the customer this holiday. Thank you for joining us today. For those of you who celebrate wishing you a happy Thanksgiving, and we look forward to seeing you in our stores this holiday season. Thanks all. Operator: And ladies and gentlemen, this concludes today's call, and we thank you for your participation. You may now disconnect.