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Operator: Good morning, ladies and gentlemen, and welcome to the Target Hospitality Third Quarter 2025 Earnings Call. [Operator Instructions] This call is being recorded on Thursday, November 6, 2025. I would now like to turn the call over to Mr. Mark Schuck. Please go ahead. Mark Schuck: Thank you. Good morning, everyone, and welcome to Target Hospitality's Third Quarter 2025 Earnings Call. The press release we issued this morning, outlining our third quarter results can be found in the Investors section of our website. In addition, a replay of this call will be archived on our website for a limited time. Please note the cautionary language regarding forward-looking statements contained in the press release. This same language applies to statements made on today's conference call. This call will contain time-sensitive information as well as forward-looking statements, which are only accurate as of today, November 6, 2025. Target Hospitality expressly disclaims any obligation to update or amend the information contained in this conference call to reflect events or circumstances that may arise after today's date, except as required by applicable law. For a complete list of risks and uncertainties that may affect future performance, please refer to Target Hospitality's periodic filings with the SEC. We will discuss non-GAAP financial measures on today's call. Please refer to the tables in our earnings release posted in the Investors section of our website to find a reconciliation of non-GAAP financial measures referenced in today's call and their corresponding GAAP measures. Leading the call today will be Brad Archer, President and Chief Executive Officer; followed by Jason Vlacich, Chief Financial Officer and Chief Accounting Officer. After their prepared remarks, we will open the call for questions. I'll now turn the call over to our Chief Executive Officer, Brad Archer. James Archer: Thanks, Mark. Good morning, everyone, and thank you for joining us on the call today. We continue to build on the progress we've made in advancing our strategic growth initiatives, which focus on expanding and diversifying Target's business portfolio. This focus has led to notable operational achievements for 2025, including multiple long-term contract awards across various end markets. Since the second quarter, we have added over $55 million in committed revenue contracts, bringing the total value of new multiyear contract awards announced in 2025 to more than $455 million. These contracts accomplish multiple elements of our growth objectives by strengthening Target's business portfolio and expanding our reach in new end markets. Target's ability to deliver highly customized solutions that meet specific customer needs highlights our unique value proposition and has opened new growth opportunities in rapidly expanding markets. Strong long-term growth trends and sustained momentum reinforce these opportunities, including the multitrillion dollar investment cycle in data center and AI infrastructure, power generation and critical mineral development. The strengthening market fundamentals have laid the groundwork for a robust and expanding growth pipeline, offering distinct opportunities to continue advancing our strategic growth initiatives. Turning to our segments and specific growth opportunities. Our HFS segment continues to support our world-class customers evolving labor allocation needs by delivering premium services through our extensive network. Target's unique vertically integrated operating model, combined with the scale and efficiencies of our HFS network allow us to support our customers throughout business cycles. Additionally, these attributes continue to support customer renewal rates exceeding 90%, with the average existing customer relationship exceeding 5 years. This proven operating model is key to Target's success, and has served as a blueprint for potential new customers, illustrating the benefit and distinct value propositions of our vertically integrated accommodations platform. These distinctive capabilities and highly customizable solutions have supported multiple contract awards in our WHS segment this year. In February, we announced the Workforce Hub Contract to support the development of critical minerals in Nevada. Construction began this contract has been expanded several times to support community improvement and contract modifications, resulting in a 19% increase from the original contract value. These enhancements highlight the importance of this community to the project's success and demonstrate how Target's operating capabilities enable us to deliver tailored solutions that meet specific customer needs. These unique capabilities and customizable solutions supported the data center community contract we announced in August. We have completed the initial construction mobilization of the 250-bed community and initial occupancy is beginning to increase. As a reminder, this community has the potential to expand and accommodate up to 1,500 individuals, a sixfold increase from the initial community. Our customers' growth plans are accelerating, driven by rapidly growing demand for AI infrastructure. As a result, we are finalizing the first community expansion to keep pace with anticipated customer activity levels. We expect this expansion to add several hundred rooms to the community and plan to provide additional details soon. With increasing demand for AI infrastructure, the pace of data center development and capital investment is accelerating. To meet this demand, estimates suggest that over $7 trillion in global capital investment will be required over the next 5 years as large-scale data center infrastructure becomes increasingly remote, a significant challenge in expanding these projects is attracting and retaining the skilled labor essential to their success. Target's unique capabilities in creating highly customized, all-inclusive communities address this challenge and provide integrated solutions for our customer-specific needs. Aligned with these attributes, Target recently launched its Target Hyper/Scale brand, highlighting our ability to provide a central hospitality solutions supporting multiple facets of the data center value chain. This focused initiative showcases Target's unique ability to build communities that enable quick time-to-market solutions that can rapidly scale alongside customers' dynamic workforce housing needs. These factors have created the most significant commercial growth pipeline we have ever seen. Our reputation as the leading provider of remote hospitality solutions uniquely positions Target to support this rapidly expanding end market demand. We are excited about these growth opportunities, which we believe establish a vital long-term commercial vertical capable of accelerating Target's strategic growth objectives. Now moving to the Government segment. We completed the planned ramp-up of our Dilley, Texas assets in September, and the community is now fully operational and capable of supporting up to 2,400 individuals. The successful reopening of this facility highlights the importance of our decision to keep this community ready to reopen alongside our partner. We continue to actively remarket our West Texas asset and remain confident in this community's ability to provide a vital solution aligned with the government's policy goals to expand available bed capacity. In summary, we have made significant progress toward our strategic goals by expanding and diversified in Target's business portfolio. We are encouraged by the strongest and most active growth pipeline we have ever seen, supported by solid market fundamentals and long-term growth trends. We are well positioned as we pursue these opportunities, which offer multiple pathways to expand our business portfolio and continue advancing our strategic objectives. I will now hand the call over to Jason to discuss our financial results in more detail. Jason Vlacich: Thank you, Brad. Third quarter total revenue was approximately $99 million, with adjusted EBITDA of approximately $22 million. Our government segment generated approximately $24 million in revenue during the quarter. The declines compared to the previous year were mainly due to the termination of the PCC Contract partially offset by the reactivation of our Dilley, Texas assets. Additionally, revenue for the quarter included approximately $11.8 million in reimbursements for certain closeout costs related to the PCC Contract termination. We do not expect any further payments related to the PCC Contract in future periods. We completed the planned ramp-up of the Dilley community in September, and it is now fully operational. As a result, subsequent quarters will reflect revenue contributions aligned with the entire 2,400-bed community. As a reminder, this contract is based on fixed monthly revenue regardless of occupancy. It is projected to generate approximately $30 million in revenue in 2025 with over $246 million over its expected 5-year term. Excluding the impact of the PCC Contract closeout payment, we anticipate increased contributions from the government segment in the coming quarters following completion of the Dilley ramp-up. Regarding our West Texas assets. As a reminder, we have decided to keep these assets in a ready state while actively remarketing them. This approach, similar to our strategy with the Dilley assets, will involve carrying costs of approximately $2 million to $3 million per quarter until a new contract is potentially awarded. Turning to our HFS and all other segments. These segments generated approximately $39 million in quarterly revenue. Target's customers continue to value our premium service offerings and extensive network scale. These qualities, combined with Target's operational efficiencies enable us to provide unmatched solutions across our network in a competitive market. Additionally, we remain focused on finding opportunities to improve margin contribution while meeting customer demand. Moving on to the expanding Workforce Hospitality Solutions segment, or WHS. This segment, which includes our Workforce Hub Contract and the data center contract generated approximately $37 million in revenue in the third quarter, primarily from construction activity related to the Workforce Hub contract. As announced today, the importance of the Workforce Hub contract led to additional modifications and scope expansion during the third quarter. The increased scope of the contract raises the total contract value to approximately $166 million, reflecting a 19% increase from the original contract value. These community improvements will lead to more construction activity, which we expect to be substantially completed by the end of 2025. However, this will shift some previously forecasted services revenue into 2026 and slightly impact margins as construction revenue has a lower contribution profile. As we finish construction, we expect increased services revenue to begin in 2026 and continue through 2027. The scope expansion and contract modifications highlight our ability to deliver customized and tailored solutions for our customers, creating long-term revenue streams that support large-scale remote operations. Regarding the data center contract, we are pleased with the progress of this community and have completed the construction and mobilization of the initial 250-bed facility. As a reminder, this contract is expected to generate approximately $43 million in committed minimum revenue over its initial term through September 2027, with approximately $5 million of revenue in 2025. As we discussed, we are finalizing the first community expansion to support our customers' growing demand. This expansion will have limited impacts in 2025, but will increase revenue in future years. We plan to share additional details once the expansion terms are finalized. Recurring corporate expenses for the quarter were approximately $11 million. As a matter of practice, we continually look for opportunities to optimize our cost structure and enhance margin contributions. Total capital spending for the quarter was approximately $29 million with net capital spending of approximately $15 million. Net capital spending reflects the upfront customer payments we received for the construction and mobilization of the initial 250-bed data center community. Target's strong business fundamentals and durable operating model supported robust cash conversion, resulting in over $68 million of cash flows from operations and $61 million of discretionary cash flow for the 9 months ended September 30, 2025. These fundamentals are reflected in the strength of our balance sheet and our ability to maintain significant financial flexibility through prudent capital management. We ended the quarter with $30 million in cash and 0 net debt resulting in total available liquidity of approximately $205 million. This strong liquidity position further enhances our financial flexibility and positions Target to continue executing its strategic growth initiatives. This momentum and positive operating environment support our reaffirmed 2025 outlook, which includes total revenue of $310 million to $320 million and adjusted EBITDA of $50 million to $60 million. Target is well positioned with a flexible operating model and an optimized balance sheet as we continue to evaluate a robust growth pipeline, which we believe offers the greatest opportunity to accelerate value creation for our shareholders. Most importantly, as we pursue these opportunities, we will remain focused on maintaining the strong financial profile we've built while maximizing margin contribution through our efficient operating structure. With that, I will hand it back to Brad for closing remarks. James Archer: Thanks, Jason. We continue to make significant progress on our strategic growth initiatives to expand and diversify our business portfolio. This year, we have announced long-term contracts within our existing segment and expanded our reach into new end markets, supporting the unprecedented surge in AI infrastructure and critical mineral investment. These achievements have led to over $455 million in new multiyear contracts in 2025. Additionally, we are in advanced discussions on other opportunities to further expand our contract portfolio, supporting AI infrastructure development. We remain focused on maintaining this momentum as we evaluate the strongest and most active growth pipeline we have ever seen, driven primarily by the extraordinary increase in data center and AI infrastructure investment. As market fundamentals and demand strengthen, we are actively exploring opportunities encompassing over 15,000 beds, underscoring the depth of demand in this end market. Target's unique capabilities position us to become an essential partner providing critical solutions vital to the success of this rapidly expanding marketplace. We are excited about these opportunities and believe they offer multiple ways to further our strategic goals and accelerate value creation for our shareholders. Thank you for joining us on the call today. And once again, we appreciate your interest in Target Hospitality. We will now open the call for questions. Operator: [Operator Instructions] And your first question comes from Scott Schneeberger from Oppenheimer. Scott Schneeberger: I guess, first question would be on repurposing of the Pecos, West Texas assets. Could you give us an update, please, on what you're hearing with government customers? And if there are other customers with whom you are speaking, please share perhaps some insight to the extent you would on the potential repurposing of those -- of that asset? James Archer: Scott, this is Brad. Yes, let me just touch quickly on the government and then give you some color around the assets kind of in West Texas. But really on the government, there's no new developments from our last call. We continue to have active dialogue with the government on the West Texas assets. Look, we believe these assets provide a solution aligned with the government's objective and their sentiments have not changed around the use of this equipment. With that said, let me touch on the Permian Basin, as you suggested, and really West Texas in general. As we are in discussions on several large data center projects as well as the large-scale power projects, that would energize them. Several projects in that area have been announced already, and we expect several more to make final investment decisions very soon with others in the pipeline that we're talking to. The capital spend in this area will be large. It's very big. And it will require many thousands of skilled workers coming into these areas. I say all of this to tell you, there is no other company in our industry, that is better positioned to take advantage of this unprecedented spend we're beginning to see in West Texas. The opportunity set in West Texas maximizes our chances to put underutilized or idle assets back on lease for long-term projects. And look, I would tell you, I have very little doubt. The majority of the growth you will see in West Texas will come from data centers in the large-scale power projects that are required to energize them. This doesn't mean that we will not try to take care of the government as well. But as you are well aware, and we've talked about this many times over the years, our assets can be repurposed across many industries. And fortunately, for us today, it's a good problem to have. There are multiple paths to maximizing our assets and utilization other than just the government, right? And that pipeline continues to build. And again, fortunately, a lot of this work sets right in the Permian basin. Scott Schneeberger: Great. I appreciate that. Following up on that, a question for you and then probably one for Jason, thematically on that segue. The Target Hyper/Scale brand, could you speak to what you're doing there as far as kind of putting a brand on your initiative there, how you're going forth with that marketing approach? And Brad, that would be for you. And then, Jason, just on that theme, could you please speak to -- just the revenue and EBITDA run rate in the third quarter, what's expected for fourth quarter on the data center contract and maybe how you think about that run rate in 2026? James Archer: Yes. So Scott, let me take the Target Hyper/Scale kind of question and why we did it. Look, the unprecedented capital spend in this industry just across the U.S. and not just Texas, we feel requires a more focused and dedicated approach. We spent 2 years really researching this opportunity, the markets. We've hired several new people that are dedicated to this effort, that have a background in the data center world. And just based on the scale of the opportunity that's in front of us and that we see really long term. We thought it was right to really have its own brand and focus there on the hyperscalers, the GCs that are there. This is a different group that are now being forced to move remote, right? A lot of these over the years have built in big cities. Most of them now are being built remote. So the education there takes time because they've never had to use facilities like us that they're being forced to look at today. So again, we think that branding fits within that and who you're dealing with is different than we've ever dealt with in the past. So we think that branding -- it's been well received by our customers and potential customers, and we think that will continue to be the case. Jason Vlacich: And I think on the second question regarding the -- I think you said the data center contract run rates and revenue and adjusted EBITDA. So we anticipate on that contract to recognize about $5 million of revenue this year. I would say from a run rate standpoint, it's more forward-looking beyond this year. Approximately, I would say, the balance of that contract, which is $43 million less than $5 million will be relatively evenly split between 2026 and 2027. The margin profile on that is very similar to Dilley because it's a lease and services agreement where we own the assets and we operate them, and it's exclusively for one customer. So as a matter of fact, a lot of the opportunities that we're looking at in our pipeline are very similar to that type of a margin profile that we're experiencing at Dilley. Now Dilley, from a run rate standpoint, you'll see will come to life in Q4. But essentially, it's approximately $50 million a year on the full 2,400-bed community at a margin profile very similar to the previous contract. Operator: And your next question comes from Greg Gibas. Gregory Gibas: Congrats on the results. I wanted to ask how maybe does your existing data center community contract compared to the other opportunities you're in advanced discussions with? From, I guess, a high level, how would you say it kind of stacks up to the relative scope and size of the opportunities that you're seeing? James Archer: Yes. And just to kind of across the board, I would tell you the scope of these are on an average well above 1,000 rooms that we're looking at if you're talking size, right? They go into these areas for 5, 6, 7, 8 years, they continue to scale up, it doesn't start like 1,000. It's very similar to how we're building this first contract. 250 and then we're looking to continually increase that. This next increase will -- we think, will be several hundred beds, right, followed on by more increases until they reach capacity on the construction side. And then it kind of levels out for quite a while on that. But that's very similar to the buildup. Now look, some of these are a little smaller, and some of them are much bigger. It just depends on what they're doing. What we're seeing today is a lot of the -- not only are we dealing with the data center piece, we're dealing with the power piece as well, which just adds more of a need for rooms, right? Gregory Gibas: Got it. That's helpful. I appreciate that. And maybe for Jason, to dive into kind of the implications of guidance. Could you maybe speak to the quarter-to-quarter dynamics or expectations implied there? You already mentioned the data center contract and $5 million expected this year. But anything else as I think about Q4 versus Q3 from a modeling perspective? Jason Vlacich: Yes. I think Q4, you're going to see the full ramp-up for the Dilley contract, right, which as I said, is annualized $50 million a year in revenue, approximately 40% to 50% margin is what you could anticipate there, divide it up in a quarterly amount for Q4. The item that you're not going to see recur is the $11.8 million that we recognized for the PCC closeout payment. That's kind of the biggest delta between Q3 and Q4 is going to be that combined with now we're fully ramped up on Dilley. And I think everything else will be relatively steady state. Gregory Gibas: Great. That's helpful. And if I could, I wanted to ask, given you were named on that $10 billion, WEXMAC DOD award. Wondering if there's anything you could share related to, I guess, how you could serve their efforts and then maybe what level of capacity you're positioned to provide? Jason Vlacich: Could you repeat that again? We didn't quite get all of that. Gregory Gibas: Yes, sorry. Just given you were named on that $10 billion WEXMAC DOD award, wondering if there's anything you could share related to how you can serve their efforts and maybe what level of capacity you're positioned to provide? Jason Vlacich: Yes. Look, first, we don't know exactly what's going to come out on those bids, but we're positioned there, right? We're on the contract vehicle, which was the first step. We'll see what comes out. And if it works for us, we'll definitely go after it, right? If we have available assets or we can structure it another way, we will take a look at that if it fits us. But we first wanted to get on the contract vehicle and then take a look at any bids that come from that. Operator: And your next question comes from [ Rajiv Sharma ]. Unknown Analyst: This is Raj. I wanted to ask about the workforce EBITDA. What can we -- how much of a shift in EBITDA can we see -- can we expect from this year to the next year? And also, could you talk about the community enhancements, the detail around that? Does that entail higher bed pricing or new service modules or client-funded CapEx? Jason Vlacich: Yes. So I'll take the first one right off the bat. So the community enhancements are not going to increase the number of expected beds. We're still going to be around 2,000 beds. So it doesn't impact any of the economics around the services piece that will largely kick in beginning next year. It's strictly related to the construction, the majority of that, we anticipate to be recognized this year as we hopefully have the construction substantially complete by the end of this year. I'll stop there and see if there's any other follow-up on that. Otherwise... Unknown Analyst: Go ahead. Yes, I'm sorry, go ahead. Yes. No, I wanted to understand the community enhancements, what does it entail? Jason Vlacich: Well, it doesn't entail building out more beds, and it certainly doesn't increase the economics on the services piece. The services piece, which is the balance of the contract that's roughly $75 million or so that will start to kick in next year through 2027. I would look at that as relatively evenly split between the 2 years at a margin profile closer to 30% on the services piece going forward as opposed to the construction piece where our margin profile is closer to 20% to 25%. Unknown Analyst: Got it. And then did I hear it right? So the Dilley facility is fully ramped now to 2,400 beds. Is that -- and the ramp of steady-state utilization, that is happening in Q4. Jason Vlacich: Yes. So we completed the ramp-up at the beginning of September, and you'll see the full quarterly economics on the 2,400 beds in Q4. Unknown Analyst: Right. And then just on the Pecos the PCC, any active RFPs or renewal discussions you are engaged in that could replace or supplement that? Jason Vlacich: Yes. As I mentioned earlier on the call, lots of activity in the Permian Basin, West Texas, right? So we have multiple paths there to utilize that equipment other than just the government on that for all of our equipment. And look, to be clear, we're already utilizing some of our existing assets for the first data center. And we expect to use more of those assets in the future. We've always been very good. Look first, we're going to utilize our existing assets, right? We want to drive utilization and put those back to work. So that's our first look all the time. And we've been very good about that, and we'll continue to do that. Unknown Analyst: Okay. Great. And then just lastly, can you elaborate on the Target, the Hyper/Scale? How does that differentiate from the core workforce? And what type of clients or geographies are you targeting first? James Archer: Yes. And again, lots of focus on the data center, right, huge spend. We brought in some, if you will, specialists, folks that have worked in the data center business for many years as well. So we built a team up around this. We thought it needed more focus starting to prove that. That's a good decision for us. It's been well received in the industry. When you talk about the client, a lot of the clients that we're talking to today have never been where they've needed -- where they work remote, if you will. And now they realize, hey, we're working remote. We need this. It's a bigger education process. It is a little bit different of a customer as well than, if you will, the oil and gas or your industrial customer or your mining customer. They've just never done this. So -- it's more about -- I wouldn't say a different type of quality, kind of that works across all industries, but it's definitely a bigger education process. And it is a little bit different customer set than we've ever dealt with in the past in a good way, right? They're very receptive. They want to take care of their employees like our other customers do. And the great thing is they've got great counterparties on the other side of these contracts that we're working on. And their goal is to get this done on time, right? So they don't mind, again, spending the money, getting the rooms close to location, and it's all about safety and kind of derisking their project for them. Mark Schuck: Yes. Raj, this is Mark. Just to kind of put a fine point. I think you asked, too, if there was any differentiation around the Hyper/Scale brand. And look, to be clear, it fits squarely in Target's core competencies, as Brad described, it is just really an intentional focus on the customers and the applications that Brad described. James Archer: Yes, buildings are the same, right? Like our same fleet that is being used for HFS can be used for the data centers as well, and we're doing that today. So that doesn't change to Mark's point. Unknown Analyst: Congratulations. Operator: [Operator Instructions] And your next question comes from Stephen Gengaro. Stephen Gengaro: So a couple for me, and I'm sorry if I missed any of this. I missed the beginning of the call. But I think going into next year, there's about 6,000 idle beds. I think that's roughly the right number. Can you -- can you talk about given what's going on with the government shutdown and the potential timing for new awards. Can you talk about any color on kind of the timing on some of these contracts, both within the government and outside the government and how they may come together as we start thinking about how '26 starts to unfold? Jason Vlacich: Well, I would just say on the beds, we have about 8,000 available beds going into next year, right? We've utilized some of those to build out the initial 250-bed data center community. In terms of timing, very difficult to nail down exact timing. But in terms of the data center opportunities, we're already in advanced discussions on expanding that contract. As a reminder, we said at the forefront of the call, and also in our announcement, the land base can accommodate up to 1,500 beds. That's obviously going to be driven by customer demand. But again, we're already in advanced discussions on increasing that bed count from 250 to several hundred more in terms of the opportunities. I would say the pipeline, and Brad can certainly elaborate. It's growing in the area of data centers, the government we talked about, the opportunity set there. There's still a high degree of interest. The West Texas assets are still on the acquisition list for the government, obviously, the administrative process is something you can't exactly nail down from a timing standpoint in terms of approvals and when a contract award might come. But we are keeping those assets in a ready state. We continue to incur the cost to do that of $2 million to $3 million a quarter, because there continues to be a high degree of interest, but the timing is a little difficult to nail down. James Archer: Yes. Stephen, if you missed the first part of the call, one thing I talked about on another question, was just -- there's multiple paths here for us to maximize our assets and utilization other than the government in the Permian Basin, while we still expect to take care of the government, and they're very interested in this facility, the demand, as you know, covering the Permian is increasing a lot, right, for data centers and the large-scale power projects. Several have been announced, several more in FID that we think gets announced. Some that we have NDAs signed with that haven't been announced that we think comes along as well. So we think we sit in a really good spot in the -- especially in the Permian and West Texas in general to increase utilization throughout our units that are sitting idle or underutilized. So again, it's not a one-legged stool here just on government. And I think fortunately for us, we sit in a really great position to act up on some of these projects. Stephen Gengaro: Is there -- so when we think about like the availability of your capacity and when we think about the data center growth and what's going on in some of the critical minerals side, and obviously the government, is there any urgency from any of those customer bases as it pertains to a concern about lack of capacity in -- if they don't contract assets in the near term? James Archer: 100%. When you look at how -- we'll just say the data centers are built, you'll see one large one being built and then pretty quickly behind that, they cluster around each other, right? So they definitely get -- there's a lack of qualified skills out there, whether that's electric or that's mechanical or whatever. And they're fighting a lot of times for that same person, right? So they get signing on equipment quicker than the next guy with -- because there's limited capacity out there, right? It can help derisk their project. But the answer is absolutely, yes. And look, that fear, if you will, is well founded on their part. There's not a lot of excess capacity out there. And every day, there's new projects that are being announced, which just continue to increase that. Stephen Gengaro: Yes. That's helpful because I hear clearly on the power gen side, and I was just curious if that urgency and sort of filtered down to take your business from at least part of the customer base. James Archer: Absolutely. Stephen Gengaro: Great. And then just the final question I had was the economics of the different pieces, it sounds like the data center side from our prior conversations is kind of in a pretty similar to Dilley, like should we expect kind of those similar type economics as other opportunities surface? Jason Vlacich: Yes. I mean I would say a lot of the opportunities we're looking at in our pipeline have economics from a margin profile standpoint, very similar to Dilley. A lot of these are take-or-pay assets that we own and will operate exclusively for the customer. So those economics will tend to be very similar to the Dilley economics. Stephen Gengaro: And actually on that -- I'm sorry, just one quick one. I think I know the answer to this, but on the longer-term deals, when you look at inflationary costs that we've seen, especially on things like food and labor, you are protected against a lot of that, I believe, in the contracts. Is that true? James Archer: It varies, right? In some on a go forward, we might have some type of cost increase across the years. And then some -- we're pretty limited on that, but we try to do that with the right type of rate -- operational efficiencies. And we've been very good about that. Operator: There are no further questions at this time. Brad Archer, you may continue. James Archer: Yes. Thanks to all of you for joining our call today and for your continued support of Target Hospitality. We look forward to speaking to all of you again in the New Year. Operator, that will conclude our call for today. Operator: Ladies and gentlemen, this does conclude today's conference call. Thank you very much for your participation. You may now disconnect. Have a great day.
Operator: Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the KLX Energy Services Third Quarter Earnings Conference Call. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Ken Dennard. Thank you. You may begin. Ken Dennard: Good morning, everyone. We appreciate you joining us for the KLX Energy Services conference call and webcast to review third quarter 2025 results. With me today are Chris Baker, President and Chief Executive Officer; and Keefer Lehner, Executive Vice President and Chief Financial Officer. Following my remarks, management will provide commentary on its quarterly financial results and outlook before opening the call for your questions. There will be a replay of today's call and it will be available by webcast by going to the company's website at klx.com. There'll also be a telephonic recorded replay available until November 20, 2025. For more information on how to access these replay features go to yesterday's earnings release. Please note that information reported on this call speaks only as of today, November 6, 2025. And therefore, you're advised that time-sensitive information may no longer be accurate at the time of any replay listening or transcript reading. Also, comments on this call will contain forward-looking statements within the meaning of the United States federal securities laws. These forward-looking statements reflect the current views of KLX's management. However, various risks and uncertainties and contingencies could cause actual results, performance or achievements to differ materially from those expressed in the statements made by management. The listener or reader is encouraged to read the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K to understand those risks, uncertainties and contingencies. The comments today will also include certain non-GAAP financial measures. Additional details and reconciliations to the most directly comparable GAAP financial measures are included in the quarterly press release, which can be found on the KLX website. And now with that behind me, I'd like to turn the call over to Chris Baker. Chris? Christopher Baker: Thank you, Ken, and good morning, everyone. Thank you for joining us today. The third quarter represents the strongest quarter of the year, overcoming continued market headwinds, including commodity price volatility and a softer OFS activity environment. Tax generated revenue of $167 million, up 5% from Q2 and adjusted EBITDA of $21 million, up 14% from Q2, ahead of our prior guidance. Adjusted EBITDA margin improved materially by 100 basis points sequentially to 13% despite the average U.S. land rig count declining 6% average frac spread count being down 12% over the same time period. Our results were driven by a 29% revenue increase in our Northeast Mid-Con segment which more than offset softer activity in the Rockies and Southwest segment. KLX outperformed the industry trend once again by strategically allocating its assets across our broad footprint focusing on field execution and efficiencies and tight cost controls. Operationally, our completion-oriented product lines in the Mid-Con Northeast, along with a rebound in our accommodations and flowback businesses contributed meaningfully to this quarter's top line strength. KLX's third quarter results are a testament to our team's agility, dedication and collaboration effectively managing white space in a difficult market, all while controlling costs. The operating environment remains challenging, shaped by OPEC+ supply growth and depressed rig counts across all major basins. We believe that our diversified asset base premium customer alignment and diverse geographic footprint will continue to support consistent performance. Third quarter revenue and adjusted EBITDA per rig were $318,000 and $40,000, respectively, 20% and 227% above the levels from the fourth quarter of 2021, the last time industry activity was at similar levels. This underscores the progress we've made in strengthening our competitive standing and driving operational and organizational cost efficiencies over the past several years. Simply put, KLX is significantly more efficient today than we've been in prior cycles. Now let's look at our segment results. The Southwest represented 34% of Q3 revenue, down from 37% in Q2. Northeast Mid-Con was 36%, up from 29% in the prior quarter, and the Rockies was 30%, down from 34% in Q2. The Rockies experienced reduced completion activity in our tech services, frac rentals and coiled tubing product service lines. In the Southwest, weaker demand in directional drilling, flowback and rentals driven by the overall reduction in Permian activity and white space associated with customer M&A integration initiatives resulted in a softer top line with revenue declining 4%, albeit still outperforming the segment's average rig count decline of 9%. The Northeast Mid-Con segment was a standout in Q3 with our completions-oriented product lines delivering sequential growth for both revenues and margins, demonstrating our ability to capture incremental activity by basin, focusing on crew and equipment allocation throughout the KLX footprint and we expect continued momentum into Q4. By end market, drilling, completion and production intervention services contributed approximately 15%, 60% 25% of Q3 revenue, respectively. Based on current customer calendars, we expect a healthy Q4 despite typical seasonality and budget exhaustion. This reflects recent market share gains, the solid execution of our strategy and a steady focus on long-term value creation, all of which positions KLX for increased activity anticipated in 2026. I'll now turn the call over to Keefer to review our financial results in greater detail, and I will return later to discuss our outlook. Keefer? Keefer Lehner: Thanks, Chris. Good morning, everyone. As Chris mentioned, Q3 2025 revenue was $167 million, a 5% sequential increase but 12% lower than Q3 2024. Average rig count was down 6% over this period and frac spread count was down 12% over the same period. Our Q3 sequential results were driven largely by strong growth in the MidCon, Northeast segment, which saw a 20% -- 29% quarter-over-quarter top line increase. The outperformance was complemented by disciplined management of fixed costs, resulting in consolidated adjusted EBITDA margin expansion to 12.7% from 11.6% in Q2 and was in line with last quarter's guidance and approaching Q3 2024 margin levels of 15% despite a market environment measured by rig count that is down 7% over the same period. Total SG&A expense for the quarter was $15.6 million. Excluding nonrecurring items, adjusted SG&A expense came to $14.8 million representing a 30% reduction from the same period last year and an 18% improvement sequentially. These reductions reflect the full impact of the cost structure initiatives implemented in 2024 supported by incremental efficiency gains realized throughout 2025, reduced third-party spend and settlement of a legal claim. Looking ahead, adjusted SG&A is expected to remain in the 9% to 10% of revenue range for the year. Moving to our segment results. The Rockies segment had Q3 revenue of $50.8 million and adjusted EBITDA of $8.1 million. Sequential revenue and adjusted EBITDA decreased 6% and 22%, respectively, mainly due to a slowdown in completions activity due to discrete customer scheduling, particularly in tech services, frac rental and coiled tubing. As we move into Q4, we've seen some choppiness to customer schedules and expect typical holiday slowdowns. In the Southwest segment, revenue and adjusted EBITDA were $56.6 million and $5.1 million, respectively. On a quarterly basis, Q3 revenue decreased 4% sequentially, with EBITDA down 29%. As expected, given the 9% decline in Southwest rig count, an 18% decline in permanent frac spread count, the Southwest experienced lower activity across directional drilling, flowback and rentals which drove a corresponding downward pressure on margins during the period. For the Northeast Mid-Con segment, revenue was $59.3 million and adjusted EBITDA was $14.5 million. The sequential increases in revenue of 29% and adjusted EBITDA of 101% were largely driven by higher utilization across our completions portfolio, reduced white space in our calendar and targeted expense management across our various PSLs operating within this segment. At corporate, our operating loss and adjusted EBITDA loss for Q3 were $8 million and $6.6 million, respectively, with our operating loss improving 11% from last quarter, and our adjusted EBITDA loss was within $300,000 of Q2 2025. Turning to our balance sheet, cash flow and capitalization. We ended the third quarter with approximately $65 million in liquidity, in line with Q2, including $8.3 million of cash and cash equivalents, and $56.9 million of availability on our revolving credit facility which includes $5.3 million on an undrawn FILO facility. Total debt as of September 30 was $259.2 million, including $219.2 million in notes and $40 million in ABL borrowings and is also largely in line with Q2 levels. We remain in compliance with our debt covenants. Our bonds require a 2% annual mandatory redemption paid quarterly. We've continued to make these payments, but we did PIK $6 million of interest in Q3, and we will evaluate future PIK versus cash decisions based on market conditions and company leverage and liquidity. It's worth noting that our most recent PIK election was 100% cash paid interest. Moving to working capital. As of September 30, we had $50.1 million of net working capital and our DSO held steady at a normalized level of 61 days and our DPO increased slightly to approximately 50 days, both roughly in line with long-term historical averages. We remain focused on disciplined and proactive management of working capital to ensure flexibility and resilience in the current market environment. Our capital expenditures for the quarter were $12 million, and $7.8 million net of asset sales, down 6% from Q2, and we expect a further decline in Q4, in line with our focus on further capital efficiency. Year-to-date, capital spending trends suggest a full year gross CapEx of $43 million to $48 million with net CapEx of $30 million to $35 million when you include asset sales. As activity declined, head count was reduced approximately 2% sequentially, supporting overhead control and increased operating leverage. Also, we completed the sale of facility in Q3 expect additional asset sales to close in Q4. We continue to monitor and respond to asset performance, and our finance leases are beginning to transition as older vehicles roll off in Q4. We contributing to increased operational agility into 2026, and our portfolio of finance leased coiled tubing units will be owned outright in late 2026, which will drive a meaningful improvement and free cash flow profile going forward. I'll now hand the call back to Chris for his concluding remarks and more color on our outlook. Christopher Baker: Thanks, Keefer. While the broader market conditions remain mixed and near-term visibility is limited, we are encouraged by recent signs of stabilization and rig activity and the emergence of sustained and incremental activity in the natural gas basins. We continue to emphasize operational discipline, margin optimization and proactive capital stewardship sustained by close coordination across our operating regions to weather current market volatility. With improved overhead efficiency, a disciplined cost structure and a flexible balance sheet, we are confident in our ability to navigate the remainder of 2025 successfully and capture upside as the market strengthens. As we look ahead, we anticipate typical seasonality and budget exhaustion to moderate activity through the fourth quarter, yielding a mid-single-digit revenue decline from Q3 to Q4. This signals a less pronounced Q4 reduction than in years past. Importantly, we expect continued stable adjusted EBITDA margins, aided by ongoing cost discipline, year-end accrual dynamics vehicle turnover and regional activity mix. Our fourth quarter guidance reflects steady demand across our core product service lines, supported by new project awards from key accounts. Operationally, our diversified portfolio, prudent capital discipline and proven operating leverage continue to drive strong execution, helping to offset macro volatility in commodity noise. In addition, KLX stands to benefit as natural gas demand accelerates, underpinned by new LNG export capacity and increased data center activity. On a quarter-over-quarter basis, dry gas revenue rose 15%, building on the 25% increase we saw in Q2. Haynesville activity rebounded by 6 rigs in Q3, and we continue to monitor demand drivers on the board. with close to 11 Bcf per day of new LNG export projects scheduled to come online over the next 5 years, including key capacity additions along the Gulf Coast. The U.S. is well positioned to strengthen its role as a global energy supplier. Our internal planning highlights continued relative stability in completion-focused service lines along with a modest Q4 bounce back in drilling activity. Combined with incremental benefits from strategic cost controls already underway, these strengths reinforce our confidence in delivering profitable growth in 2026. Our strategic capital stewardship ensures we remain ready for both measured top line expansion and sustained margin strength. In summary, unused fleet capacity and minimal white space have allowed us to adapt operations efficiently and support margin expansion even in periods of softer activity. KLX is now better situated from an overhead efficiency standpoint than at any time in our post-COVID history, empowering us to strategically capitalize on future opportunities. KLX has significant operating leverage to a rebound in market activity. And similar to prior cycles, we will ensure we are best positioned from a personnel asset and technology standpoint to maximize our upside in future periods. We appreciate the ongoing dedication and commitment of our team members, the partnership of our customers and the support of our stakeholders, empowering us to deliver value and drive KLX forward. With that, we will now take your questions. Operator? Operator: [Operator Instructions] Our first question is from Steve Ferazani with Sidoti & Company. Steve Ferazani: I got to start with the Northeast MidCon, which we expected it to trend higher for you. But those numbers were way past our expectations. That your Northeast Mid-Con margin was the highest it's been in 3 years and 3 years ago, natural gas prices were over $8. Can you indicate the performance because it's impressive? Christopher Baker: No. Look, I appreciate that. Our Northeast -- if you really dig into it, our Northeast business within the Northeast Mid-Con remained relatively stable, predominantly driven by rentals and fishing. You dig into the Haynesville, we were able to capture revenue increases and accommodations and flowback specifically. And I think perhaps most importantly, we saw less white space overall in our Mid-Con PSL. And so when you think about the positive operating leverage and just being base loaded, you see a lot of margin expansion. And so I wish we were back in a market where we were at $8 gas price, we're not. I don't expect to go there anytime soon. I do think a macro theme though is KLX as a whole is just more efficient today than we were in the period you referenced. And I think that shined through in our Northeast Mid-Con performance. Steve Ferazani: Is it also fair to say you're gaining market share? Christopher Baker: Well, look, I think rig count was up, what, 6 rigs quarter-over-quarter on average in the Haynesville. So you can think about that on a percentage basis where once again, we drove quarter-over-quarter revenue just from a dry gas perspective of 15%, 25% in the prior quarter, if you recall, our Q2 discussion. And so I think within certain product lines, yes, we've gained market share. Steve Ferazani: And then flipping to the other side, which was the Rockies, we know that drilling and completions are trending down, but you did outperform our estimates. Was there anything specific going on in that market in 3Q beyond the general macro? Christopher Baker: I think specific in nature, look, rig count to your point, was really flat in the Rockies quarter-over-quarter. There were puts and takes in the various basins within the Rockies, but overall Rockies was generally flat. However, what we did see was some very episodic completion programs with an overall decline in kind of refrac activity. And we saw a lot of refrac activity in '23 and continuing into parts of '24. And so I think the episodic nature of those completion programs is back to the point with the Mid-Con, it really highlights the negative operating leverage when your cost structure is relatively fixed in the short term and at current market pricing levels. And so when you get a last-minute delay in a completion program that pushes revenue out of the schedule or maybe out for a month, it's really hard to adjust your cost structure in the short term. And so the negative operating leverage really impacts margin. Steve Ferazani: That's helpful. When you're indicating the slower year-end slowdown, you're certainly not the first company to say that during earnings season. What is it you're hearing from operators? And how does that make us think about next year when, obviously, a lot of folks are concerned about oil oversupply and pressure on WTI? Christopher Baker: Yes. I think there's really 2 questions there. First, Q4, we stated a mid-single-digit revenue decline on a percentage basis. That's materially below the 13% quarter-over-quarter decline we saw last year. The decline is largely going to be driven by holiday slowdowns. I think, less pronounced budget exhaustion versus prior periods. I would note that on a monthly basis, our October revenue was flat to September whereas if you look at 2024, we saw a 7% decline October versus September in the same period. And so we're already off to kind of, on a relative basis, a better start. On the margin side, we expect margins to hold up despite declining revenue really just due to cost controls. We've got our typical Q4 accrual unwinds relative to PTO and other accruals. And we also talked about the fleet turnover in our prepared remarks that typically occurs in Q4. And so that's how we're set up on Q4 as we sit here today. Steve Ferazani: And then...go ahead. Christopher Baker: Yes, I was going to say on next year, look, it's still too early to give firm guidance from a 2026 perspective. we've seen puts and takes with operators saying their CapEx budget for next year is going to be to slightly down. I think we're set up where the gas market is going to be very consistent, and everybody is projecting a full year-over-year increase in activity, and we would expect that to hold true for us. We continue to see consolidation. We saw a major consolidation transaction earlier this week. We know these transactions can lead to episodic white space and growing pains as they integrate their portfolios. Net-net, we are typically the beneficiaries as we talked about before of consolidation, but it still can create some puts and takes. I will say we've received some recent wins from an RFQ perspective on the award front, which we think are supportive of both Q1 and 2026 overall. And then lastly, I think the last part of your question, the EIA just posted a report earlier this week saying, and I think it was on Tuesday, saying we're going to have to ramp up U.S. activity to sustain U.S. crude production. And so it's very circular. I think it's if and when production declines take over, that is supportive of commodity prices and higher commodity prices is supportive of activity. And so it feels like it's a question of when, not if activity rebounds in the oil basins. I think there's some optimism building around the second half of '26 into '27. We'll just have to see how it plays out. Steve Ferazani: Fair enough. That's very helpful. I do want to touch on the balance sheet. $65 million in available liquidity. 4Q tends to be a strong cash flow quarter, but then Q1 is the working capital builds again more dramatically. I'm just trying to think about your flexibility. You haven't used the PIK option yet, you have that at your disposal, which can help depending on how the first part of next year plays out. Generally speaking, and you've been selling some equipment, I think you talked about some facility sales. Can you just give us a general overview about -- and you've done a great job trying to protect the balance sheet during this downturn. Just generally, how you're thinking about that without knowing exactly how activity plays out first part of next year? Keefer Lehner: Yes. Good question and lots of moving pieces, obviously, in there from a free cash flow perspective. First, on the PIK, so we did PIK a portion of our Q3 interest. We picked about $6 million of interest in the third quarter. But in the prepared remarks, we did say that our most recent cash PIK election that we submitted last week, we did do 100% cash pay there, but we will continue to evaluate PIK versus cash decisions through the wins of managing the balance sheet from a leverage and liquidity standpoint. So nothing is going to change there. As it relates to free cash flow, you're spot on that Q4 is typically a strong free cash flow quarter for us. We had $11 million or so of unlevered free cash flow in Q3. We did guide Q4 down on a mid-single-digit percentage basis. With that said, working capital should unwind. Given that decline, Q4 does not also have the extra payroll that we have in the third quarter. So those 2 things combined should lead to improved kind of free cash flow generation in the quarter largely due to working capital trends. DSO has been holding in pretty consistently around 60, 61 days. I would expect that to hold going forward. On the DPO side, we've been kind of trending in the low 50s. Again, I would expect that to hold going forward. As you think about CapEx and its impact on free cash flow, we're guiding to a much lower kind of minimal net CapEx spend in Q4. Obviously, kind of gross spending will be down, but that will be offset by some of the asset sales that we mentioned and you alluded to in your question. So I think all those things combined to Q4 being a strong quarter, and that's why we continue to reiterate that we expect liquidity to continue to improve as we navigate the remainder of this year. As you turn into 2026, I think the quarterly trends there, as you point out, will continue to play out to some extent. I will say that I expect Q1 2026 to be less burdensome from a working capital investment standpoint compared to the '24 to '25 transition just given what we know today. Operator: Ladies and gentlemen, we have reached the end of the question-and-answer session. I would like to turn the call back to Chris Baker for closing remarks. Christopher Baker: Thank you, operator. Thank you once again for joining us on the call today and your continued interest in KLX. We look forward to speaking with you again next quarter. Operator: Thank you. This concludes today's conference. You may disconnect your lines at this time.
John Andersen: Good morning, everyone. My name is John Andersen. I'm the Chairman of the Board of Norsk Titanium, and welcome to this third quarter operational update. I know that you are all eager to hear from our new CEO, Fabrizio Ponte. But since Fabrizio joined us only 4 weeks ago on October 6, we thought it was appropriate that I make some introduction on our performance in the third quarter before leaving the floor to him. We also have online our CFO, Ashar Ashary. Ashar is unfortunately unable to travel due to a back injury, but he will be able to participate in the Q&A session. So just a quick reminder of our position in the additive manufacturing space. Norsk Titanium has a proprietary technology validated by the OEMs with large installed capacity. This is our starting point. We have a significant value proposition, and we do have manufacturing capacity installed and ready to serve our customers. We operate in what we would describe as a large market. As of today, we estimate the addressable market to be at USD 7 billion. Now you might argue that, that's quite a bit to work with in itself. But clearly, this market will continue to grow over time for 2 reasons. First of all, we see increasing build rate in our core markets, first and foremost, aerospace, defense, and then on the other hand, we continue to expand on our capabilities, so we will be able to serve a growing proportion of the market as we continue to expand on these capabilities, both in part size and into new metals. And finally, we have an established customer base. We have frame agreements with the leading OEMs. And our focus now is really to make sure that we can grow the business under these framework agreements, the existing ones and the ones to come. So this is really our starting point, a qualified technology, a certified technology, installed capacity, it's all about commercial execution, and you will hear more about that later in the presentation. What happened in the third quarter? Well, first and foremost, we did transition 2 additional industrial parts into serial production. I openly admit that this was less than we expected and less than we hoped for. It doesn't mean that opportunities have disappeared. But as you have seen before, it do take time to convert these opportunities into serial production. So what happened in addition? First of all, we continued to progress our discussions with Airbus. These are discussions in the short term about the third production order that we know many are following closely and waiting for. These discussions continue to progress with a wide range of stakeholders in Airbus, and Fabrizio will speak in somewhat more detail about that later. In addition, we also work with Airbus under a longer-term road map. And when Fabrizio talks about that later, please have a look at how the interaction between Airbus and ourselves map to the road map that Airbus has announced publicly about how they intend to expand the utilization of additive manufacturing. Then we had strong -- then we see strong momentum in defense, which is no surprise, I think, to -- for people following that sector today. Governments increased their spending in defense and time is of essence for obvious reasons. We have an ongoing discussion with ICAM, which is the Innovation Capability and Modernization Office under the Department of Defense. They have named our technology a key enabler to be able to drive increased capacity for defense products across a number of domains in the U.S. So we are hopeful that this will increase our revenues short term because these are paid development activities. And at the end of this development time line, 18 months, there will be increased serial production. And this is a good illustration of what defense offers, right? They offer funded development activities as well as significant parts manufacturing opportunities. Then we continue to expand in industrial markets. This is also something that Fabrizio will talk a bit more about later. But of course, the 2 parts that I mentioned is targeted in those specific markets. We did raise $22 million to strengthen our balance sheet and to strengthen our financial position first in a private placement and then in a repair issue closely thereafter. Under the same heading, we have also, after having made initial investments in the first half to make sure that we have the capabilities needed to convince our customers, we have also then taken a more careful approach to our cash burn in the third quarter, and you should expect those activities also to continue to make sure that our costs are aligned with our revenue development. Clearly, as I started with, our #1 challenge, our #1 priority is to convert our technology position, our industrial position into the commercial opportunities. And that's an excellent segue into my introduction of Fabrizio Ponte. Why did we feel that it -- that he had the right profile to lead this company forward? It's about commercial execution. It's about operational readiness. It's about financial discipline. And you will hear now from Fabrizio in his own words, how he feels that his background makes him very well equipped to take on this challenge going forward. So with that, Fabrizio, please. Fabrizio Ponte: Thank you, John. All Right. So maybe I take control. Can you hear me okay? So good morning, everybody. I'm Fabrizio Ponte. I'm the new CEO of Norsk Titanium. And I can tell you, I'm really excited to be here in Oslo and to have joined Norsk Titanium. A little bit about my background. I've been -- I spent the last 30 years replacing metal with very special polymers, okay? And now I made a jump on the dark side, joining a very special company in very special processes, making very special metal parts, replacing forgers, okay? So I know the drill. I know what it takes to get from point A to point B and push it across the tipping point. Why am I excited about Norsk Titanium? I mean, first and foremost is the technology. I mean, it's a game changer. From the outside, before joining, I studied a lot. I saw the potential for this technology. But then as soon as I joined, I started to hear about the pull that we have from the market, aerospace structures, defense and many other industries. And this gives me really, really a lot of confidence for the future of Norsk Titanium. What do I bring to the table? As I said, I've been working on replacing metal. So I know how to set up operation, scale operation and work with the markets, multiple markets in order to make technological changes. And this is very, very exciting to me. I think this is what I bring to Norsk. And I think with all the expertise that we have and the commercial expertise that I bring, we are going to be very, very successful in the coming years. As a leader of Norsk Titanium, I mean, I'd like to share a little bit what I believe. And first of all, quality and safety for me are nonnegotiable cultural traits. It is important that especially when you operate in aerospace and when you operate in defense, quality is nonnegotiable, okay? So you need to make sure that everything you do meets the standards of your customers. So this is going to -- I think it is, but it will remain a very important feature of Norsk Titanium. The second most important thing that is always in my head are customers. I have, I say, customer obsession. I really believe on working and everything has to be done with the customer in mind. I mean we exist because we have customers. So we need to serve our customers and working with them, gaining their trust and developing partnership is very important, especially in markets like this, where it takes time to develop and you need to have working in partnership together because together, you're going to cross the finish line. I believe on accountability. I believe in team play, but at the same time, I believe in accountability. So we are going to set clear targets that we're going to work very hard to deliver. I really believe that we have the right expertise in place. I saw that in my first month in the job. And this gives me also a lot of confidence. All right. So that's a little bit about me and a little bit about why am -- I joined Norsk Titanium and what I believe in. What is going to happen -- what has happened in the first 30 days? What is going to happen in the next 60 days? We had a plan for my first 3 months. No questions about it. There is a lot that I need to learn. As I said, I come from a very similar background, specialty products, replacing technologies and making advances in the market and scaling operation. But at the same time, titanium and special alloys are different than polymers. So of course, I need to learn. And the first -- and I'm really trying to be a sponge. I've been working very hard in the first 30 days internally. I'll continue to do that in the coming months. I mean, I believe I will learn from my colleagues and my team at Norsk, but I also will learn from customers. And I can tell you, as soon as I'm finished here in Norway, next week, my tour with customers will start with a number of very important discussion already lineup. This will help me to understand where we are, what we do and what our customers think of Norsk Titanium and what is in the future. Now what is the plan here? The plan is laid out across 3 different dimensions. Number one is commercial execution. I'm lucky enough to have joined Norsk Titanium with a rich pipeline of work. So it's not that I'm starting from scratch. So Norsk has been around for quite some time and advanced the technology and the customer relationship quite a bit. So I take advantage of all that. But I'm really trying to understand and digest what really our status is and what is going to take in order to really go across the finish line from the commercial standpoint. To me, that's my priority #1 in the first 3 months. In parallel, I'm working with operation. We want to be ready when we will need to serve large volumes with our operation. And scaling is always a big challenge. You never know what is going to happen. I mean -- but you need to be prepared, you need to get to a certain level. And then when it's going to hit, you need to know what the plan is and what to do. So I'm working with my operation to understand the strong points, the weak points and work towards making sure that we are ready when we need to be ready, which is going to happen very, very soon. Last but not least is financial discipline, okay? We have a finite funds available, and we know that we need to work with that in mind. So it is important that the entire company is aware of that and it works with the right discipline from the financial and the cash standpoint. So this is critical, and I'm positive we are in the right direction here. All right. So let's jump into the business. And I'll do my best to provide you an update. Please -- and I know that I can use this excuse only once, so I'm using it today. So -- but I've been with the company for 30 days now. It's actually the 6th. I mean, it's 1 month today, okay? So it's my birthday today, 1 month with the company. But I'll do my best to provide you an update of what happened in quarter 3 and a little bit of an outlook for the future. And -- okay, I'd like to say that quite a bit happened, okay? So of course, we continue to deliver parts to Boeing and Airbus. It's not huge, as you saw from the numbers. But nevertheless, we are making parts that are currently flying on different airplanes. So that's a very good starting point. But what I think made a difference in this quarter is really the ongoing discussion that we had with Airbus. This is really I'd like to think, a partnership between Norsk Titanium and Airbus. Airbus is focused on implementing additive manufacturing within their processes. They see additive manufacturing as a key enabler to the next-generation airplane. And they know that in order to get there, they need to translate parts now in order to be ready. And this is where Norsk Titanium comes into play. So Norsk Titanium is one of the key players in the technology at Airbus. We have -- you can see here the road map that Airbus has developed, and you can recognize some of our parts already there. So this is very comforting. You can see our position with Airbus. I don't have to explain that to you. Very -- I think we've been very active and with a lot of intense discussion, you understand that commercial aerospace is a very regulated market. You need to go through the steps and the steps are controlled by the OEM. Our job is to support them, help them, push them sometimes to stay at target. But these discussions are ongoing on a daily basis, okay? So next week, one of my first stop is going to be exactly with these guys. And because I look at Airbus as a very strategic and relevant customer and opportunity, which is going to really unlock the potential for us. What is even more remarkable is, as I said, the Airbus is looking into using additive manufacturing as a pivotal technology for the future. There are a lot of discussion on how Norsk Titanium can support Airbus to do that. This really goes beyond the third production order that John referenced. So of course, the third production order is the step that is going to take us over there. But even more exciting to me for the future is the fact that they want to work with us in order to define the standards of additive manufacturing. So that's very comforting and very exciting for me as a CEO and for Norsk Titanium as a whole. Last but not least, also to help you to understand how we work in the industry and what we need to do in order to really cross the finish line. I think this was a couple of months ago, we organized a very strategically important meeting with all the regulators, North American and European and Airbus. And altogether around the table, we discussed how to sort everything out and how to make progress towards part manufacturing with our technology and in additive manufacturing. So I think this is very unique when a company is able to bring around the table the key stakeholders that are going to make the decisions and define plans with key milestones in order to move forward is really a remarkable thing. I'm very excited about commercial aircraft. I think I'm excited about structures. I'm excited about other application we are working on like in engines and other parts in the aerospace. It's very, very good, okay? Second, defense. Defense is changing. It's a new industry. I mean it used to be as conservative and as regulated as aerospace. Now the situation is, because of geopolitical drivers, is a little bit different. So the industry is trying to acquire speed. The industry understands the need to change the way it makes parts and develops technologies that will make parts faster, stronger and in a much larger scale. We are an enabler to that, okay? And as John mentioned, we've been selected by ICAM, so the Innovation Capability and Modernization Program within DoD on 18 months program to validate our technology. So they're going to work in order to qualify us and validate us. When they qualify the technology, then to go and make parts, it becomes much, much easier, okay? So we are going to work very hard in order to succeed in these 18 months. And when we are at the end of the program -- and by the way, we are going to work with a number of primes there. We're not just there by ourselves. Then we're going to go and start to enable part manufacturing in a number of, let's say, sectors within the defense, air, land, sea, these are all targets that we're going to go for. And I think this is going to provide quite a bit of surprise -- positive surprises to us. Number three is all the industrial part. So we have a good starting point. We are already in semiconductor. I've been operating in semiconductor in a previous life. This is an important part. It is a wafer carrier. It goes to one of the -- if not, is one of the most important OEMs in the semiconductor industry. I'm very excited about this. They had a slowdown. Now things are picking up again. I'm going to be meeting these guys next week, too. And I think semiconductor is going to be also an opportunity. It's the first, let's say, industrial application that we are in production and gives me comfort that our technology has a play outside of just pure aerospace. As you read from the summary, we also converted other 2 parts in 2 other industrial applications. So all this tells me that we are on the right track. We -- before my time, so I will enjoy that, too, we set up -- we have started to set up a commercial team. We have dedicated and focused sales and [ biz ] development managers working in industrial. We mapped the entire industry. We understand what the priorities are. And we have a number of focused discussion with key OEMs in a number of industries, energy, again, semiconductor, oil and gas and a few others. So this will bring quite a bit of diversification. As I said, we've been all in aerospace, which is heavily regulated with a long development cycle for quite some time. All these markets are less regulated than that. There are going to be faster cycle, and I think they're going to bring opportunities in a shorter period of time and make up to the delays that oftentimes we have to bear within the aerospace industry. So to conclude, okay? So I'm the new CEO in Norsk Titanium. I'm very excited to be here. I like to believe I'm really the right person for this very moment in Norsk Titanium. I come exactly in the time where we need to go across -- we need to push it a little bit, go across the tipping point and then really start to scale it, and I know how to do that. So I'm very excited about this. I think I worked in the last 30 years to get to this opportunity. So I really think that my background helped me to be here, and I'm really energized to go after this challenge and take Norsk Titanium to the next level. I see this as the opportunity of my lifetime. We are really focused across 3 different work streams, okay? Commercial, operation and financial. Commercial to me, I always say starts first, we need to make sure that we secure our revenues, profitable revenues. So we need to -- in the next months and years, we need to work with our customers in order to secure our revenues and make the jump that Norsk Titanium needs to make. This is the priority #1. Everything else follows, okay? Operation, being ready in an efficient way, but also being able to scale it. And in additive manufacturing, it's slightly different than in other industries. So you scale in a different way that, for instance, you scale in the polymer industry, okay? But you need to be sure that you do that ahead of time. You cannot be caught off guard when you are there. And then financial discipline, very important across the entire industry. Finally, obviously, modest near-term revenue. I mean you saw that this year as certainly we cannot claim a victory and -- but having said that, we made solid steps towards success. I'm very positive about that. I mean when people ask me, what you see. And what I see is I'm very confident about the future and the outlook. I have no doubts about that. So I always say it's not a matter of if, but it's a matter of when. My job is to make sure that this when comes as fast as possible, and I will work diligently and with a lot of energy in order to make sure that, that happens. Thank you for today. I really hope this was informative. I hope you know me a little bit better. You started to know me a little bit better. I think in the coming quarters, this will continue, and we're going to get to know each other and work together for the future and to make Norsk Titanium very successful. Thank you, everybody. Unknown Executive: Thank you, Fabrizio and John. I think we'll move over to the Q&A section. So we'll start with the audience here in Oslo. Please raise your hand if you have any questions. And please state your name before you ask the question. Unknown Attendee: [ Preben Rasch-Olsen ]. I have actually 3 questions. I hope that's okay. A few of them should be pretty easy. First, on the outlook, no mentioning of any revenue targets next year or 3 years from now. Are you finally done with that stupid guidance? Fabrizio Ponte: I may take this one. So okay. You say it's a stupid guidance, so I accept your constructive feedback. I've been here for 4 weeks, okay? So I'm working to understand exactly what we have in place, what our customers are saying and expecting from us. So very difficult for me to give you a firm feedback on this. I mean I'll work another couple of months. So in the next review, which is going to happen early next year, I mean, we're going to talk about that. But yes, I mean, it's -- maybe we will stop the stupid guidance... Unknown Attendee: I think that's smart. What you could guide on and would be interesting to hear is a realistic cash burn in the first half of '26. What sort of the level you can reach and should reach? Fabrizio Ponte: So also here, I mean, we are -- okay, we're already reducing this. I mean we were successful at going from $2.9 million to $2.4 million. Now we want to go at USD $2 million. But certainly, before the end of the year, I want to be in the position to set a target that we can absolutely achieve, which is not going to go up, but it's going to go down. What is achievable? I cannot tell you right now. But what I can tell you that I'm committed to define a very clear target that we're going to work on and deliver on an average for next year. But this is absolutely, as I said here, one of our targets. I mean we know that we need to reduce our cash burn rate, and we're going to do it, okay, one way or another one. Unknown Attendee: And last one is really on the aerospace. My understanding was that you sort of was done with all the approvals from the regulators. But you were saying you're sitting down with Airbus and the regulator... Fabrizio Ponte: Okay. I hear too. And you can correct me if I say something stupid, okay, [ Preben ]. So okay, It's -- okay, first of all, you know that there is a government shutdown in the U.S. This is impacting us a little bit. So right now, actually, everything is blocked and standing still until they reopen, the government. I mean they cannot progress. Aligning the FAA and EASA is not easy work, and they need to be aligned for us to be approved to go forward. So everything is done. We need to complete the paperwork. And this did not happen for multiple reasons. Hence, we decided to take the bull from the horn. We brought everybody around the table to do exactly that. This also says that, hey, we are not sitting and waiting hoping that it's going to happen. We are actively trying our best to influence and progress, which is not easy work, believe me. John Andersen: So if I may add to what Fabrizio said because this is also a legacy issue, right? So you're absolutely right, [ Preben ]. The fundamental approvals, the fundamental certification is obviously there. But if you look at Airbus road map and what they want to do going forward, we cannot continue to work in the same way. We cannot continue to approve additive manufacturing parts with a forging legacy. And the regulators agree, and Airbus agrees. So this was more about how can we streamline processes going forward, how can we ensure information flow, how can we have an approach that actually is based on the fundamentals of additive manufacturing, right, not to reopen the certification process, but to make things more efficient going forward. Because if you look at the road map that Airbus has been quite vocal about, it requires a change also on the regulator side. And it's a bit unusual, right, that both the regulators sit down, as Fabrizio said, with a company like ours to actually talk about -- I mean, it's like the regulators would actually accept that we are really the point of gravity in the additive manufacturing space. We have gone through this cycle. There are no other additive manufacturing companies that have gone through this cycle. So we put them together in the same room, which they don't do often. And then we can talk about how to make this efficient going forward because otherwise, there is a risk that we will have stumbling blocks as we try to help Airbus implement their road map. That's how to think about it. Unknown Executive: Any more questions in the audience? Okay. We'll move over to the web. With delay in revenues, what operational changes have been made to ensure better execution as revenue scales? John Andersen: So maybe I can start because this is a bit of legacy. So -- and this ties in with what we discussed earlier about burn rate, right? So we did make certain investments, which we also described in our third quarter update. We did make certain investments to be ready in the first half and hence, the slightly higher burn rate. Now we are in a position where we can manage that more carefully. So it goes to a number -- it goes to capacity, it goes to inventory. It goes to securing downstream capacity, not only in-house capacity. It goes to how we approach testing. I mean it's a wide range of operational issues that we can fine-tune and therefore, on the one hand, still be a credible supplier because that's important, right? We don't want to do anything which would give our customers the possibility to escape, if you like. On the other hand, we also need to be mindful and disciplined in how we allocate capital. Fabrizio Ponte: And on the other hand, I mean, we put a lot of efforts also of creating a commercial force, which is now dedicated to bring home revenues. So go out, hunt, bring them back. And I think that's really also a big change, and we're going to continue down the line to become better and better at going out and bring back opportunities that we can serve, okay? So that's a very big change. Unknown Executive: Good. And following up on the cash burn topic. Are you self-funded with your current cash balance? John Andersen: Well, I don't think that we will change the messaging because this refers back to what we did in the first half report. And I think we have no other message at this point in time. You have heard Fabrizio and his plans for the next 60 days. I'm sure that we will look for ways to accelerate. We will look for ways to be more disciplined and not go back to any specific guidance different from what we have already given the market at this point in time. Unknown Executive: How is the diversification progressing? And what are your strategic priorities going forward? Fabrizio Ponte: So I think it's progressing well. I mean we mapped -- we spent, I think, a month together with a consulting firm to put together a thorough map of the opportunities, matching our technology with the different industries. We were able to identify 3, 4 key industries. And now we are focusing on those industries, and we have a go-to-market strategy in every single one of them. We have a single point of accountability for every single industry, and we are now working already with customers on projects and on parts. So they bring back their ideas, their blueprints and we come back with the pricing. And so it's, I think, progressing well, and I'm very, very happy on the execution that we have. We're going to take this now forward in a step up in the coming months. John Andersen: And if I may add to that, we have talked about this also historically. Our value proposition in aerospace and in aerostructures is pretty clear. I mean, the customers are complicated to navigate, as Fabrizio talked about, but our value proposition is pretty clear and our customers value the properties of the parts. In the industrial segment, it's a little bit different. So you need to be more selective in how you identify parts, right? Because our value proposition could be a bit different from industry to industry and from customers to customers. So of course, the Hittech part, it's not like Hittech and the end customer necessarily need aerospace quality for the strength of the material, right? It's really our ability to reuse material consumption. That is the key value proposition that we offer on those particular products, right? So you have to be a bit more mindful about how you approach customer and therefore, this more deliberate approach that Fabrizio just described. Fabrizio Ponte: Yes. And then the positive thing is that, okay, in aerospace, the tailwinds are very clear, okay? So they need to increase their build rates. They need to change their production processes in order to meet those build rates, okay? This is very clear. I can tell you that we see tailwinds also in all those markets. I mean if you can be out there with a technology that is faster, that is more efficient, both from the raw material standpoint and the power consumption and you can work with customer in a nimble and quick way, then you have a very strong value proposition. And we see that across multiple industries, and I'm positive we'll be able to identify the areas where we can be successful fairly quickly because these are, as I said, not as regulated as aerospace. So technically, the development cycle should be much faster. So still technical because we are not in the business, I always say, of potatoes and tomatoes. We are business on selling very technical parts that make a difference and oftentimes are structural. So you need to go through the steps, which is normal for specialty products. But then these are much faster than aerospace, where you have agencies that you need to convince OEMs that you need to align and so on and so forth. Unknown Executive: Good. You began the year with an annual recurring revenue of $12 million. Year-to-date, you have revenue of $2.6 million. And then assuming Hittech represents just a small portion of the annual recurring revenue, what explains this deviation? And maybe also remind people on your definition of annual recurring revenue. John Andersen: And maybe this is a question -- if Ashar is still online, maybe this is a question that you would like to address, Ashar? Ashar Ashary: Yes. Thank you. So yes, so the -- so let's start with the definition of annual recurring revenue. As you can see from this report in Q3 that we are not guiding to an annual recurring number anymore. Hittech is actually not a small portion of that $12.8 million number that we reported. It is actually quite a significant portion of that number because of 2 things. Volumes in 2024 were quite high. And it's a fairly large part as most of you have seen, and the dollar value of that large part was significant. So out of the $12.8 million, it was -- it was a significant -- it's a significant amount -- it was a significant amount of revenue. In 2025, as we have explained in the first half report, that purchase order was dwindled down because of the demand that Hittech was seeing. We do intend to bring that -- we have a purchase order for later this -- in Q4 to deliver parts to Hittech, but it is not at the same level as we were delivering in 2024. John Andersen: And then I think it's fair to say that we will continue to -- reflecting on the essence of the question, right, we will obviously continue to consider also in light of [ Preben's ] previously -- previous advice, what is the best way to guide forward and whether ARR is, in essence, a relevant concept for the industrial segment. I would still argue quite strongly that it's probably a relevant concept for the commercial aerospace segment. But as Fabrizio alluded to earlier, the industrial segment is more transactional in nature. So I think that, that is something that we need to consider in order to provide the best possible guidance to the market. Unknown Executive: And then we have received quite a few questions regarding Boeing and the status of your current relationship and the outlook, I guess. Fabrizio Ponte: I can start. We are delivering parts to Boeing. We are working on a number of development, helping them to learn and improve their knowledge on additive manufacturing. We are going to increase our discussions with Boeing. I've been working with them for a long period of time in another technology. So I will -- I'm bringing that along. I'm positive that there is opportunity there to go beyond the parts that we are already supplying and with all the developments that we have in place to have line of sight to part manufacturing, okay? So no doubt about it. Airbus is our current front-runner. Boeing is there, and I think there is opportunity to be -- to establish our presence very similarly to the one we have at Airbus. Unknown Executive: And then we have received some questions regarding Q4 and maybe order intake. So could you comment on how sales will look in Q4 and maybe comment on budget flush within your defense customers? Fabrizio Ponte: So I think Q4 is going to be also along the line of Q3. We are working very diligently and very actively to bring things home and to make sure that we are prepared for 2026. Defense, as you know, we are delivering parts also in the defense industry to a number of primes. But the development here, this is not here, but the one I discussed before, it's a game changer, not only because they're going to work and validate our technology, but also from the revenue standpoint, as John said, is an important number for us for next year. So it's a multimillion dollar contract that is going to unlock opportunities for parts. So we are extremely excited about this. John Andersen: And just to clarify, it's a multimillion dollar development contract, right, to establish the basis for parts manufacturing. So we don't know exactly how big that platform will be eventually. But I think it shows the commitment of the defense -- of the Department of Defense when they invest a few million dollars in developing this. And that makes us hopeful, as Fabrizio touched upon earlier about the potential there. That's not going to move the needle production-wise in the fourth quarter, just to make sure that we are on the same page. Fabrizio Ponte: But revenue-wise is relevant and... John Andersen: But revenue-wise, it's relevant. Unknown Executive: Then we have a question from [indiscernible]. Can you comment on the Airbus time line? And how do you expect the different steps from here to serial production and revenue recognition? Fabrizio Ponte: So -- okay. Again, difficult for me to provide point of contacts. I'm starting my customer journey at the end of the week. So I wish this question came a month from now. But I can tell you that there are very clear milestones that we know we need to hit, and we know how to get there. It's a matter now to work with Airbus to sort everything out and meet every single milestone in the next weeks/months, okay? So that's -- this is what is happening and where we are currently active. Ashar Ashary: Yes. And I would like to add to that. We are currently delivering Airbus parts that are in serial production. There are 12 part numbers that are in serial production with Airbus that we are delivering consistently right now and recognizing revenue. Unknown Executive: What sales advantages does the September MMPDS provide? John Andersen: First of all, right, this has been in the making for a while. And as you have seen throughout various updates, we have gone through qualification cycles with a number of OEMs, right? And the OEMs, they would typically have their own specification and their own framework and their own process to reach a qualified process or a qualified technology. With this particular standard, to simplify it, right, because MMPDS is a mouthful. But with this particular standard, that allows companies that do not have their own specification, that do not have their own design process for approval to basically use the properties that are in this standard, documented by our technology. So we are the first additive manufacturing technology to go -- that will go into the standard. And this is the go-to book for a number of engineering environments that are looking to bring new technologies into their various industries. So I would say that this is probably particularly important in industrials and also to some extent, in defense. But it really... Fabrizio Ponte: I think also aerospace is critical. I'm personally very excited about this. I mean the MMPDS is the handbook when it comes to metal parts. So as John said, I think this is coming out officially in December. So in December, we are going to be listed officially. We know it's going to happen, but officially is going to come in December. And you're going to read a lot about that because I think we need to give a lot of visibility and make sure that the industry understand how relevant that is. As John said, imagine, I mean, you are an engineer and now you're going to go to the handbook, the MMPDS, where you see that this technology is listed, validated, now you can make parts. And mechanical properties are in there, safety standards are in there. So it's really a game changer from my point of view. And then I think we need to make sure that we leverage that to expand our reach and make sure that engineers start to write specifications based on the standard we're going to have in this handbook. Unknown Executive: Is it possible to leverage this before it gets released in December? Fabrizio Ponte: So it's November 6. So I think we have another 25 days to do that. But what I can tell you is that in anticipation of the release, we are going to work on really a communication campaign to make sure that this is highly visible. And this will be used in the future to make sure that everybody understands that we are listed in the handbook and this can be used to make parts. So it is a game changer also for our [ biz ] development people, okay, so that they can go along with this. Unknown Executive: Okay. Last question from the web. With industrial market set to account for almost 50% of your, I guess, '26 target -- revenue target, what is the anticipated split among the different industrial segments like oil and gas, semiconductor and so on? Fabrizio Ponte: Yes. I think semiconductor will play an important part next year. This is already business that we have, and we are working to expand. We have 2 new parts which are in energy infrastructure. But I think the dominant part will be the semiconductor part. Unknown Executive: Okay. Do we have any last questions from the audience? No? I think that concludes today's presentation. So I would like to thank Fabrizio and John and of course, everyone watching in and being here in person as well. Fabrizio Ponte: Thank you. Thank you very much. John Andersen: Likewise, thank you.
Operator: Good day, everyone, and welcome to Elutia Third Quarter 2025 Financial Results Call. [Operator Instructions] Please note, this conference is being recorded. Now it's my pleasure to turn the call over to Matt Steinberg, with FIN Partners. Please proceed. Matt Steinberg: Thank you, operator, and thank you all for participating in today's call. Earlier today, Elutia released financial results for the quarter ended September 30, 2025. A copy of the press release is available on the company's website. Before we begin, I would like to remind you that management will make statements during this call that include forward-looking statements within the meaning of the federal securities laws, which are pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. Any statements contained in this call that do not relate to matters of historical facts or relate to expectations or predictions of future events, results or performance, are forward-looking statements. All forward-looking statements, including, without limitation, those relating to our operating trends and future financial performance are based upon our current estimates and various assumptions. These statements involve material risks and uncertainties that could cause actual results or events to materially differ from those anticipated or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these statements. For a list and descriptions of the risks and uncertainties associated with our business, please refer to the Risk Factors section of our public filings with the SEC, including Elutia's annual report on Form 10-K for the year ended December 31, 2024, accessible on the SEC's website at www.sec.gov. Such factors may be updated from time to time in Elutia's other filings with the SEC. This conference call contains time-sensitive information and is accurate only as of the live broadcast today, November 6, 2025. Elutia disclaims any intention or obligation, except as required by law, to update or revise any financial projections or forward-looking statements whether because of new information, future events or otherwise. Also during this presentation, we refer to gross margin, excluding intangible asset amortization, which is a non-GAAP financial measure. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure is available on the company's financial results release for the third quarter ended September 30, 2025, which is accessible on the SEC's website and posted on the Investor page of the Elutia website at www.elutia.com. With that, I will turn the call over to Elutia's CEO, Randy Mills. C. Mills: Thank you very much, Matt, and welcome one and all to our third quarter 2025 conference call. I'm excited to be here with you today. Matt Ferguson, our Chief Financial Officer, is also with us today on this call. We're going to be going over a couple of things. One is the basics of evolution, a couple of things that I think everyone should know about the company. We're going to talk -- I'm going to spend a lot of time talking about where we're headed and not just where we're headed, but why we're going where we're going. Matt is going to give us an update on finance and litigation status. And then lastly, we'll close and take your questions. So let's get into it with some of the basics. So Elutia, we are a mission-based company. I think that's an important thing for investors to know. And I think that's a good thing, too, because we have a great mission. Our mission at Elutia is humanizing medicine so that patients can thrive without compromise. And today, we're going to talk a lot about breast reconstruction. And I hope that you can appreciate that our work in this space is so necessary because there's a patient population right now, women experiencing and making their way through their breast cancer journey who really are faced with a lot of compromise in their care and in their treatment, and that's holding them back from thriving. And we are applying our talents, our resources, our efforts and our mission to overcome that. So these women are able to thrive without compromise. I think it's really important for a company to know what they're good at, what are their strengths. And at Elutia, we are really great at combining biological matrices with powerful antibiotics that create this sustained antibiotic release in implants that's able to prevent infectious complications from happening. We started in this with EluPro, our first antibiotic eluting product that we got on the market and really did a great job in the initial commercialization with. We sold that, as you guys know, to Boston Scientific for $88 million. And now we're taking that technology into NXT-41x, which is our next-generation matrix for breast reconstruction. So if you're new to the story, and I see there are a lot of new callers on the call today, three sort of things that are probably worth keeping in mind. One is this is a validated technology platform. What do I mean by that? Well, we've already done it. We've already developed the first FDA-approved drug-eluting bioenvelope for pacemakers, which we sold to Boston Scientific. Now there, we're talking about a much smaller market, so only a $600 million market with a much smaller unmet medical need. We're talking about infection rates on the order of about 3%. We're taking that same technology platform, and we're moving it into a much bigger market with this blockbuster 41x that we have coming. So it's the same technology platform, but applied to the $1.5 billion breast reconstruction market. And as you're going to see coming up, there, we're talking about an unmet medical need where women are facing postoperative infection rates between 15% to 20%. And then lastly, the company is now fully resourced. We have the right team in place. We have a state-of-the-art GMP manufacturing facility, and we have a commercial platform already in place with our SimpliDerm product that we already have and we're already distributing in this space. And then very importantly, we now have the cash to fund the company, not only through product development and product approval, but all the way through commercialization of this technology as well. So let's get into it and let's talk about where we're headed and more importantly, why we're headed there. So why breast reconstruction? Why is breast reconstruction such a transformational opportunity for Elutia? Well, it's really the convergence of 3 factors that make this a very special opportunity for us. One, as I've mentioned, breast reconstruction is a large market, $1.5 billion market. But two, it's an unusual opportunity in that it's this large market that still has this really significant unmet medical need, postoperative infectious complications of 15% to 20%. Despite our best efforts in this for the last 30 or 40 years, we just haven't been able to crack this. And then lastly, our technology, our proven technology platform works in this space, and we're going to be able to solve this significant problem for these patients by applying our technology to this area. So let's go through these three different parts, right? Let's start with the large market. And I get out and I talk to a lot of different investors about this. I think this is actually one of the pieces of our story that most investors already appreciate. The breast reconstruction market is a really big market. It's an addressable market of about $1.5 billion. Why? There's 162,000 breast reconstructions performed in the United States annually. These are brand-new 2024 numbers from ASPS that are out. Biological meshes are already used in 90% of these reconstruction cases. So there's not like there's a market here that has to be retrained on how to use a biological mesh. And in fact, not only are biological mesh is the dominant modality -- treatment modality in these cases, they're also incredibly expensive. So we're talking about per breast on the order of $9,000 a breast for the biological matrix alone. And if you look at that as the percentage of implant spend, right? So you take the permanent breast implant, you take the expander that has to go in there and you take the biological matrix, you put all that together, the biological mesh is 65% of the implant spend. Here's the problem. The outcomes are abysmal. Despite the high cost, the status quo here isn't addressing the problem. Now I want to be really clear. I'm not suggesting the biological matrices causing the problem. I'm not suggesting the implants are causing the problem. I'm certainly not suggesting that the surgeons are causing this problem, but they're not fixing the problem. And what we're left with here is 1 in 3 women that go through breast reconstruction suffer a serious complication after that reconstruction fully, 15% to 20% of that is driven by infectious complications. We're talking about serious postoperative infections coming out of this case. And we are probably understating this problem in this case. Ultimately, we're looking at up to 21% of the implants end up being lost. The procedure ends up being a failure and has to be abandoned. That, as you can imagine, leads to this very significant economic burden that the hospital faces. We're looking at $48,000, the average economic cost to the hospital of an infected breast reconstruction. So here's a real significant problem. So like I said, when I go out and I tell the story, I think people appreciate that the breast reconstruction market is large. I think they even appreciate that -- hey, I believe you guys are going to get this approved. You did a pretty good job with that with EluPro. You got that there. You seem like you know what you're doing. They struggle to believe that this problem could be this bad in this big of a market for so long, and they really want to know sort of why -- how could that be? Why is that? And so I want to explain to you why this is the case. So here we go. So there are some very unique challenges that are presented by mastectomy. So in mastectomy, all of the breast tissue has to be removed, and this is done by the oncologic breast surgeon that comes in and it does the removal of the breast tissue. Why is this happening? This tissue has to come out because if any of it remains, then there is still a risk for breast cancer redeveloping in that woman. And then there needs to be further monitoring. There needs to be mammograms, right? So the whole purpose of having a mastectomy sort of goes out the window. And so the breast surgeon comes in here, and they're very aggressive with this removal, right? So they need to take out all of this breast tissue all the way to the margins of the skin, all the way down to the chest wall. The problem with that is, as you can see in this diagram here, is that the vasculature for the breast runs through this very tissue that all has to come out. Again, the vasculature of the breast runs through the tissue that has to come out. And so what happens is when you remove this tissue from the breast, you have to tie off these vessels that get cut, right? And so when you tie off these vessels, then you basically create an area of hypoperfusion, right, where you don't have adequate amounts of blood flow. What's the consequence of that? Well, the consequence of that is, generally speaking, the way we deal with and the way we prevent postoperative infection is by antibiotic therapy. We can give the patient oral antibiotics or we can give the patient IV antibiotics. But the idea is that you give these patients antibiotics and they circulate all through the body. and go to the parts of the body that you're looking to protect and prevent infection. But when you remove the blood supply, you also remove the route in which systemic antibiotic therapy needs to reach the surgical pocket. So no blood supply means no antibiotic therapy can reach where it needs. And there's lots of studies that show this. The plastic surgeons refer to postoperative antibiotic therapy often as voodoo. It makes everyone feel good that they're taking these antibiotics, but it does not prevent postoperative infection. And the reason why it doesn't prevent it is this very real anatomical challenge that's created. It also, by the way, if antibiotics can't get there because there's no blood, it also makes it for a real challenge for even the patient's own immune system to get there. And our natural cellular components of our immune system have a far more difficult time. So after we've done this procedure, we've done the mastectomy, now a plastic surgeon, this is a different surgeon now, a different surgeon and a different surgical team comes into the operating room to do the reconstruction of this area where they have this really thin skin. You have this pocket of tissue that doesn't have any vasculature. And now in there, they need to put an implant of some sort, either the permanent implant or oftentimes an expander. And then the other thing they'll also put in there is they'll put in surgical drains. And these are drains, if you've never seen them, these are literally plastic tubes that port directly to the outside and they allow excess fluid that normally would accumulate there to drain out of these spaces. And so you're adding this large foreign body and you're adding these drains that communicate with the outside and create a portal for contamination to enter. Then lastly, there's a mesh, right? And this mesh then goes around this entire construct to hold the implant in place and to create a bit of a barrier between the skin and the implant. And the reason that's done is because the skin here that's left after this radical mastectomy is so thin that you need something. And so that's what -- that's what meshes are used for in these types of procedures. And this is all done in a surgical procedure that's taking somewhere on the order of 4 to 6 to 8 hours in order to do. So if you wanted to create the perfect recipe for postoperative infection, it would be difficult to come up with a better recipe than the one we have here in breast reconstruction. You have long surgical times, 4 to 6 hours, multiple different surgical teams, creating an ischemic area in the body, right, that is hypoperfuse, doesn't have as much blood flow as it would need. On top of that, you put a large foreign body and then just for good measure, you throw a drain in that ports directly to the outside. So the question isn't how do we end up with postoperative infection rates of 15% to 20%. The question is, how is it not 100%? I mean it's almost miraculous that you could do this procedure and not have more infectious complication. And I think that actually is really a testament to the surgeons and the professionalism of the surgeons and the operating teams in this case because this is just almost the perfect storm for an infectious complication. But we think about this differently. We look at this and we say, what if we flip the script here? What if we turned things over? And instead of having those antibiotics delivered systemically and hoping some trickle into this avascular necrotic space, what if instead we delivered them locally. So what would happen in that case? Well, in that case, you would have local concentrations of antibiotic that were much higher, that were at therapeutic or even super therapeutic levels. And then just to boot, you would have systemic levels of antibiotic that were essentially indetectable. So you would have antibiotic exactly where you needed it, being very effective at preventing infection and you would completely avoid side effects that can come along with prolonged antibiotic and antimicrobial use. And so this is the fundamental basis behind what we do at Elutia, this idea of drug-eluting biologics and local antibiotic delivery. And this is what we did with EluPro, and it worked very successfully there. And it's what we're doing here with 41x. And the good news is we're not alone here. It's not like we thought of this and like, hey, aren't we brilliant and I wonder and I hope this works. Really resourceful inventive, creative plastic surgeons out there who are doing the best they can for their surgeons have already been looking into this. And they've actually already demonstrated proof of concept. And what they've discovered is that local antibiotic delivery in breast reconstruction works. It effectively, it statistically significantly reduces postoperative infection. Now the problem with it is they had to borrow techniques from orthopedic surgeons in order to pull this off. And there's just 2 different examples here. This first one on the left, these are PMMA plates, polymethyl methacrylate plates. Said differently, they are a place of cement, like a bone cement, hard, big rigid disks. And basically, what they do with these plates is they're able to mix this stuff up in the operating room. And while they're mixing it up, they'll mix in a powdered antibiotic into the aggregate and make that as part of this bone cement. And they will literally put this bony plate up into the breadth. Now the problem is not permanent, it's not absorbable. -- it deforms the rib cage. It's -- but you know what it does really effectively. It prevents postoperative infection. So decreased infection, this is a study with 360 patients, right? This decreased infection of about 62% from 12.6% to 4.8% p-value less than 0.01, really beautiful statistical data that shows that if you have local delivery of these antibiotics, that they will effectively address this postoperative computation. Another version of the same thing is instead of making a big disc, what happens if you made little ease out of it and sort of sprinkle them in there. And again, the same thing. Now this was a case -- or this was a study that was -- if you're wondering why the infection rates are so high. This is actually looking at salvage cases where the patients were already being brought back to the operating room for tissue necrosis. Now normally, what would happen is that procedure, the implant procedure would just be considered a failure. Here, they wanted to see if they could salvage these cases. And so they tried with and without this local antibiotic delivery. And again, a 35% postoperative infection rate dropped to 6.3% postoperative infection rate. This is a 75-patient study, p-value 0.017. So highly statistically significant. The point of all of this is if you deliver local antibiotics, it doesn't just conceptually work, it works in practice. And so that is why we created NXT-41x. But we did it in a way that the plastic surgeons are excited about using. And so Dr. Williams and her team has made a beautiful biological matrix. It's one of the things we're really good at doing that's purpose-built for plastic and reconstructive surgery. And then on to that, they've added powerful antibiotics, rifampin and minocycline. And they've done this in a way where they formulated it so they have a greater than 30-day release of these antibiotics that's putting therapeutic levels of antibiotics into the space for greater than 30 days. Why is this 30-day number so important? Because most drains come out by day 17. And so you want to make sure that once the portal is closed to the outside, that you still have antibiotic delivery going on and they're able to address infections. So this is NXT-41x. And that's the rationale why we came up with this. That's why it was so important for us to get EluPro done and commercialized and then ultimately, in the hands of Boston Scientific, who are going to knock the cover off the ball with that product. So we can move on and bring this product to market to the women who are going through breast cancer, who are battling breast cancer and so desperately need this technology. Let's talk a little bit about the plan and how we're going to get there. Right now, we have SimpliDerm, which is our biological matrix that doesn't have any antibiotics. This is very analogous to those of you who remember, our CanGaroo product that we had on the market, before we introduced EluPro, just the biological matrix by itself. So that's our SimpliDerm product. And what it enables us to do, just like CanGaroo enabled us to do is build out our commercial infrastructure, our sales team, our contracting team, the teams that work with the value analysis or the VAC committee, build out that whole infrastructure, so it's up and functioning and ready to go when NXT-41 comes to market, right? Second step, and you'll see this in the second half of next year, you'll see the first step is approval of NXT-41. Now what we're doing here, NXT-41 is NXT without the antibiotics. So if you think about the X is Rx prescription, right? So the NXT-41 is just the base matrix. We're doing that for regulatory purposes. We want to get just the matrix cleared through the FDA before we add the combination of the drug to be able to separate a combination device drug review into its component parts. And then the last piece you'll see in the first half of '27 is the approval of NXT-41x. Then lastly, before I turn the call over to Matt, just a little bit about what's going on inside the company and when we -- when we talk next about this, what I'll be providing updates, there are already three really essential work streams going on. Obviously, the most important one is the development. And we're looking for the development and approval of a highly differentiated product that significantly improves outcomes in plastic and reconstructive surgery, that is NXT-41. But alongside all of that is our manufacturing team that are building out this robust production platform that's able to achieve really, really significantly low cost of goods through our own proprietary in-house manufacturing process. We have this manufacturing facility in Gaithersburg, Maryland. If you're ever in the area, stop by, we'd love to give you a tour about it. But we have this really great facility and this really great team there that's building out this process that will enable us to produce this at a low cost of goods. And then lastly, the commercial team. The commercial team is working on SimpliDerm and doing a great job with SimpliDerm, but also building out the clinical advocacy and the commercial infrastructure that we need to have in place so that when 41x gets approved, we're able to do as good a job, if not a better job commercializing that product as we were able to do with EluPro. So that is what we're doing. That is why we're doing it and our plan in order to get from here to there. With that, I'll turn the call over to Matt, and he'll tell you about our operations. Matthew Ferguson: Okay. Thanks, Randy. And it's a very exciting time to be at Elutia and the future that Randy just described for everyone is really built on the great work that has been done over the past several years and the work that's been done more recently to build the foundation to make this future possible that we are also excited about. And so with that, I'm going to just take us back briefly to what Randy talked about at the very beginning of the call. And the big event for the third quarter of 2025, was the transaction of the sale of the bioennvelope business within Elutia to Boston Scientific. It was a sale for $88 million in cash, sold to a Tier 1 company that really put us through our paces digging under the covers, not just for the assets that they were acquiring, but really the whole company. And we came through that process very nicely with the technology and the company validated for work that had been going on really for years. So that transaction validates the technology platform that will be transformed in the coming quarters into NXT-41 and 41x and capture this big opportunity. And it also transforms our balance sheet importantly. And so it brings in a significant amount of cash and then it also streamlines our operations. So going forward, we'll be more nimble and we'll be more efficient and will be more productive. So the assets that were sold were the EluPro and CanGaroo products, along with that, our main operational facility within Roswell, Georgia that also went with the transaction. About half of the people in the company also went with that transaction. So that is going to make a big difference in our operating expense going forward and also should lead to improved bottom lines for the company. The transaction was announced in early September, but it didn't close until Q4, but it actually closed on the first day of Q4. So while the financial results, the balance sheet that we show as of the end of the quarter doesn't yet reflect the infusion of cash and the other associated payoff of debt and that sort of thing that occurred with the transaction, that happened just the day after the end of the quarter, and we'll talk a little bit more about that in a second. So from a financial point of view, when you look at our financials going forward, the business of the Bioennvelope division, that will now be shown just as a single line in discontinued operations. So starting with Q3 this quarter, we are no longer reporting on the sales and expenses associated with that part of the business, except in that one line, which is below our operating line at this point. So just moving forward, talking a little bit about the results for the quarter of the continuing operations, really breaks down into our 2 other product lines that are commercial right now, that's SimpliDerm and cardiovascular. SimpliDerm, we saw a nice uptick from the prior quarter in revenue. We generated $2.4 million of revenue, which was up about 18% from Q2 of this year. It was down, granted from a year ago, but there are a variety of factors that caused that over time. A lot of it, we believe, had to do with the contributions from the distribution partner that we've had over time. And I can say that we've actually now ended that relationship as of October, and we now have full control over that product line, and it is unencumbered from a strategic point of view. But just as important, we now have full operational control over it. As we rebuild the commercial footprint associated with that part of the business, it will do a couple of things. One, it will lead to renewed growth of that part of the business, but we'll also very importantly, lay the groundwork, which Randy talked about a little bit for the products, NXT-41, NXT-41x, which are sold into the same customer base and into the same types of procedures that SimpliDerm is sold into. So you can think of it a little bit similar to what we did with EluPro, where we had the CanGaroo product before we had the EluPro drug-eluting version of the product. Having that sales organization and commercial footprint for CanGaroo really allowed us to hit the ground running. And by the time that we were 3 quarters into our launch, we had ramped up to about an $18 million run rate with EluPro, and we think we can likely do even better when we have NXT-41 on the market. Moving on to cardiovascular. That also had a nice quarter, again, with the theme of us regaining control over the product completely. We returned to full operational control of that product after having a distribution partner there as well in the second quarter. And in May, we started selling that directly ourselves, and we generated in the third quarter, the first full quarter where we had only direct sales, we generated just a little under $1.9 million of sales with that. And that actually compares to both the prior year and the prior quarter quite nicely. It was up 68% from the prior year, up 28% sequentially. So we're doing nicely there. That product also has very high gross margin. So the more we sell there, the more it drops to our bottom line and funds the really strategic opportunities that we have in front of us. Moving on to a few other financial highlights in our statement of operations. Overall sales were $3.3 million, comprised of those 2 product lines that I just talked through compared to $3.6 million from a year ago quarter. The GAAP gross margin was 55.8% versus about 49% a year ago. So we've seen a nice uptick in our gross margin. There, again, we're actually benefiting from the margin profile of these products that we're now selling compared to the full portfolio that we had previously. And I think we'll see continued gains there. Our adjusted gross margin, which excludes noncash amortization expense, that was even better at about 64% versus 56% in the year ago quarter. And then also, we saw improvements both from an operating expense point of view and a loss from operations perspective. So we were at $7.1 million in overall operating expense, down from $11 million a year ago, and our loss from operations was $5.2 million versus about $9 million a year ago. All of that nets out to what was probably a more important metric when you back out the noncash items and nonrecurring items, our adjusted EBITDA was $2.7 -- adjusted EBITDA loss for the quarter was $2.7 million, and I think that's a pretty good indication of where we expect to be in the near future. From a balance sheet perspective, again, as I mentioned, the transaction had not closed yet by the end of the quarter. So we ended the quarter with $4.7 million in cash. But again, 1 day later, we closed the transaction that resulted in $80 million coming in at closing, $8 million in escrow and interest-bearing escrow account that we'll receive in 2026. That $80 million was then deployed to pay off about $28 million of debt. And then after paying off deal expenses and the like, we ended up with about $49 million of actual cash that came into our account in early October. That puts us in a great position as we move forward and think about our development plans going ahead. So we believe that gives us the runway to get us completely through the development and approval of NXT-41 and NXT-41x and the actual commercial launch of those products out in 2026 and 2027. Then finally, for people who've been watching the company for some time, you know that we have been working very diligently to put behind us some legacy litigation from a part of the company that we sold off a couple of years ago. That's generally referred to as the FiberCel litigation. I can report there that we were able to resolve another 7 of those cases in the quarter. And now when we started with 110 of those cases, we're now down to only 6 remaining. So I can say we are very, very close to putting that completely in the rearview mirror for us. We're very glad to have that almost behind us. And from a financial point of view, it's a relatively small number that those remaining 6 cases account for. The estimated liability of those is less than $1 million at about $700,000. So with those highlights, just before we take your questions, I would say, if you think about it from a big picture, why as an investor, would you own Elutia? Well, it goes back to the opportunity really that we've been talking about here for the last half hour or so. We like to say that it's a biotech-like upside with the risk profile and time line of med tech. So it's something that is very unique in the marketplace. We have a validated technology platform that physicians will adopt and that strategic will value. We have a derisked path to be first-in-class in a $1.5 billion market with a significant unmet medical need. And we have the team and the capital to get there without dilution. So with that, we'll take your questions. Operator: [Operator Instructions] It's from Frank Takkinen with Lake Street Capital Markets. Unknown Analyst: This is Nelson Cox on the line for Frank. Congrats on all the progress. It's exciting to see the story developing. You walked through it during the prepared remarks, but maybe just to go a little deeper, maybe walk through some of the learnings with EluPro from a development to approval to commercial rollout perspective. Just want to give you a chance to maybe dive into that a bit more and any learnings that will translate to NXT. C. Mills: Yes. Thanks, Nelson. So first, I would say the team is everything. And that goes to development, FDA approval and commercial rollout as well. The team is really everything here. And so with EluPro, we actually had a submission of EluPro that was put in actually before my time coming back into the company. And we got some comments back from the -- we got a lot of comments back from the FDA about that. And that led actually to us getting an NSC on that. But through that nonsubstantial equivalence process, I brought in Michelle Williams, who you guys know I've worked with for 21 years now. And I would say best Chief Scientific Officer in the business for these kinds of things. And she was able to really not just respond to the NSC, but also learn from it and develop our own intellectual property around it on not just delivery methods for local antibiotic delivery, but also around testing methods and how you prove it and how you demonstrate it to the FDA. And in doing so, develop a really good relationship with the agency, giving them not just barely enough information to feel comfortable with the submission and the clearance, but actually making them feel really confident that we've made a real quality product here. So I would say that is probably the single most important thing from a development standpoint that we learned. Commercially, what we learned was it is really good to have some commercial infrastructure in place. EluPro, by the time we sold EluPro to Boston Scientific, it was running at an $18 million run rate; 9 months in, I mean, that thing shot out of a canon. And that was because we had a commercial team in place. They had a great VAC package that, again, Michelle Williams and her team had helped put together. But we also had the commercial infrastructure and the contracting in place, and we knew how to do that. And so CanGaroo helped EluPro, and we think in the same way, SimpliDerm is going to help 41x when we get out there. So I think those are 2 things that come to mind. Unknown Analyst: Then maybe just running off of that, SimpliDerm obviously gives you a big commercial presence like you're talking about ahead of NXT. Can you just frame that a bit more for us and how you plan to leverage those already existing relationships. C. Mills: Yes. So we're talking about -- when we have SimpliDerm, right, we're talking about biological mesh that's used in the same surgical procedures. It's used by exactly the same surgeons in pretty much exactly the same way we expect NXT-41x to get used, right? So we're not talking about requiring the surgeons to do anything different from their current practice. It's one of the reasons that we just -- we really love -- we love this approach. All of it's already in place. They're already doing it. The problem they have is despite their best efforts, they're left with this postoperative complication rate. And so our plans with SimpliDerm is to just keep using that product to have this direct customer interaction that we have. Nobody between us. As Matt said, we now have full control back of our SimpliDerm product line. We go out and meet directly with the plastic and reconstructive surgeons. We talk with them about how SimpliDerm is going and their problems and how we can be helpful and how we can have them get better outcomes. And then obviously, just from a commercial infrastructure standpoint, our contracting teams and our commercial teams from a customer service and distribution, all that stuff is in place and ready to go, and we'll keep building on it, right? So we think about this coming year, not in any way as an idle year for our commercial team, but it's actually one where they're going to be active as hell going out there and continuing to expand this in just the same ways that we did with CanGaroo before the launch of EluPro. Every seed we planted there ended up being very, very valuable for the launch of that product. And we learned that lesson. And so that's what we're going to do with SimpliDerm. Unknown Analyst: Maybe just sneak one more in. How are you thinking about kind of clinical evidence and data generation with NXT? Do you envision kind of needing to invest there significantly to drive education and adoption? C. Mills: So through the combination 510(k) pathway, as you know, we actually don't have a requirement for clinical data for the approval process. Now we are a science-based company. We do really exceptional quality work, and we stand behind it. When we launched EluPro, we had no requirement for clinical data. But very quickly, we were able to put together, as part of our VAC package and as part of our marketing package, a complete story that made the implanting surgeons not just comfortable but enthusiastic about putting EluPro, and that worked really, really well. Well, we're doing the same thing here. And so preclinically, there is a tremendous amount of evidence that the team is building from things like pharmacokinetics, how long the antibiotics are there, the concentrations that they hang around in surgical sites from a preclinical efficacy standpoint. One of the things you can't do with patients is you can't go back into them a month after the product has been implanted and infuse them or inject them with large amounts of pathogenic bacteria. But we can do that in the preclinical setting with animal models and demonstrate like we did with EluPro that we're able to get complete kill even at 4 weeks out. But once the product, Nelson, comes to market, one, we don't think -- we know there's strong demand for this product now from the interactions that we have from the relationships that we have now, just the same way EluPro. There is a first wave of users that are ready to be done with putting cement into breasts in order to fix this problem and have a professionally built and constructed a product that fits in with their practice and they'll adopt right away. But we're not leaving it there. We're running clinical programs on these so that we generate conclusive data. Our goal here isn't to take significant market share. Our goal here is to flip the entire market so that women have much, much better outcomes than they currently do. The current standard of practice is not okay to leave the way it is. It needs to get better. And we know we'll have to generate clinical data to get all of that done, but that is our goal, all of it. Operator: Our next question is from the line of Ross Osborn with Cantor Fitzgerald. Junwoo Park: This is Matt Park on for Ross today. So I guess starting off with 41 and 41x. Can you just go back to any manufacturing plans you need to do ahead of time to -- I guess, like are there any validation steps needed to ensure a smooth transition from SimpliDerm to 41 and then to 41x? C. Mills: Great question, Matt. So to be really clear, where we manufacture 41, 41x is a completely different facility than we manufacture SimpliDerm. SimpliDerm is a human-derived product. It has a host of regulations associated with it because human-derived products can carry human pathogens with them. And so we keep those 2 things completely separate in completely separate facilities. So the facility where we're manufacturing 41 and 41x is a GMP facility. We were really, really lucky here. You might say we were beneficiaries of the GLP-1 boon that occurred in that we were able to get a space, a great GMP space that was already built out and ready to go from a company that was acquired by Novo Nordisk. And because of that, we were able to get it at really great prices. But most importantly, it was this really high-quality facility that was ready to go looking for somebody to manufacture something in it. So we're really pleased with that facility. There's all kinds of tech transfer and process qualification, equipment qualification that goes on when you bring up a manufacturing process. We have all of -- our teams there have a schedule for all of 2026. They're running through that process right now and are underway. We don't anticipate manufacturing will hold back or be the rate limiting factor in anything that we're doing here. And by the way, facility-wise, this is all done out of our new facility in Gaithersburg, Maryland. Junwoo Park: Maybe just one more on the cardiovascular business. Now that you've transitioned it back in-house, I guess, how should we think about the current run rate and the sustainability of growth from here? C. Mills: Yes, Matt. So we've been really pleased with the bounce back that we've seen now that we've been able to devote some more attention and some direct resources to that part of the business. That is not the future of the company by any means, but it's a great little business that has a pretty significant market out there and great gross margins and some really committed physicians out there that are using the products. And so we're basically back at the $1 million a quarter revenue level. And I think there's some growth that we can achieve from there. But it's not going to be a rocket ship. It's going to be steady growth, but we're also not having to invest money upfront in order to achieve that. We've got really an exclusively contract sales organization that's out there. So it's completely variable expense. And with the high gross margins over 80% that we've been achieving there, it -- a significant amount of the revenue that we generate actually drops to the bottom line. So that's in general, how I would think about the product there -- the product and the future trajectory there. Junwoo Park: Got it. Thanks again for taking the questions and congrats on progress. Operator: As I see no further questions in the queue, I will conclude the Q&A session and conference for today. Thank you all for participating. You may now disconnect.
Operator: Greetings, and welcome to the Xponential Fitness, Inc. Third Quarter 2025 Earnings Call. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Patricia Nir. Thank you. You may begin. Patricia Nir: Thank you, operator. Good afternoon, and thank you all for joining our conference call to discuss Xponential Fitness' Third Quarter 2025 Financial results. I am joined by Mike Nuzzo, Chief Executive Officer; and John Meloun, Chief Financial Officer. A recording of this call will be posted on the Investors section of our website at investor.xponential.com. We remind you that during this conference call, we will make certain forward-looking statements, including discussions of our business outlook and financial projections. These forward-looking statements are based on management's current expectations and involve risks and uncertainties that could cause our actual results to differ materially from such expectations. For a more detailed description of these risks and uncertainties, please refer to our annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC and subsequent filings with the SEC. We assume no obligations to update the information provided on today's call. In addition, we will be discussing certain non-GAAP financial measures in this conference call. We use non-GAAP measures because we believe they provide useful information about their operating performance that should be considered by investors in conjunction with the GAAP measures that we provide. A reconciliation of these non-GAAP measures to comparable GAAP measures is included in the earnings release that was issued earlier today prior to this call and in the investor presentation available on our website. Please note that all numbers reported in today's prepared remarks refer to global figures, unless otherwise noted. As a reminder, in order to ensure period-over-period comparability and consistent with our reporting method since IPO, we present all KPIs on a pro forma basis, meaning, for the full KPI history presented, we only include brands that are under our ownership as of the current reporting period. For the period ended September 30, 2025, this includes BFT, Club Pilates, Pure Barre, StretchLab, and Yoga6. I will now turn the call over to Mike Nuzzo, CEO of Xponential Fitness. Michael Nuzzo: Thanks, Patricia, and good afternoon, everyone. First, I'd like to thank the entire Xponential family for welcoming me on board. As I said when I started, Xponential is uniquely positioned to thrive as a successful consumer business. Having completed my first 90 days, I've had the opportunity to deep dive into our business, connect with many of you and gain a clear understanding of both our strengths and the areas where we can improve. This period has reinforced my belief in the power of our brands and the dedication of our franchisees. I want to again highlight 3 foundational elements: First, Xponential is in a great space. Boutique fitness has substantial momentum and long-term growth potential as consumers continue to invest more in their health and wellness routines. Second, Xponential has strong studio brands, which are loved by members and led by passionate and committed franchisees. Third, Xponential has made progress in building a team and a supporting foundation to start driving stronger growth and financial returns. Importantly, given the 3 recent divestitures, we have a more optimized brand portfolio. With this, I am convinced we can provide better franchisee support with a more appropriate level of infrastructure consistent with our smaller brand portfolio. I'll discuss recent actions we have been taking to address this. Let me walk through these elements in more detail. First, the industry. It is estimated that a record 247 million Americans engage in an exercise routine in 2024, up by over 25 million from just 2019 and representing the 11th consecutive year of growth. Within the space, the global boutique fitness market is expected to reach $60 billion by 2030, fueled by a growing demand among all age groups for specialized community-focused experiences. The sector's emphasis on holistic health and strong engagement will likely continue to fuel growth that outpaces the overall fitness industry. These trends bode well for Xponential. Secondly, we have strong brands and an excellent network of franchisees. I have spent time with many of our franchisees over these past few months and their commitment to driving their local businesses, ultimately fueling our success is clear. Each of our brands has unique attributes that contribute to their performance. Club Pilates with over 1,200 locations across North America and over 150 locations internationally is our flagship brand and the scaled leader in the category. Club Pilates studios generate the strongest new unit economics I have ever seen. For example, our recent 2 vintages of Club Pilates openings, the 2023 and 2024 cohorts have shown record year 1 revenue ramps, exceeding the previous 3 vintages at month 12 by an average of 27%. This demonstrates the brand's continued popularity and significant growth opportunity ahead. Yoga6 and Pure Barre are complementary studio concepts that have a healthy owner-operator franchisee structure and continue to generate impressive sustained organic growth. They both also exhibit strong retention driven by an almost obsessive member base, which we love, of course. StretchLab and BFT have all the attributes to return to and exceed their historical levels of performance. BFT, born in Australia, has a compelling offering in the high-intensity interval training space. Currently, we have a cross-functional team focused on refining our go-to-market approach in the U.S. to drive better individual studio economics, member awareness and market density. StretchLab's assisted stretch model is a great complementary addition to a weekly workout routine. I've experienced the benefit firsthand. After exhibiting solid AUVs a few years ago, recent StretchLab revenue trends have been pressured as Medicare Advantage plans, a strong source of member flow, have scaled back on stretch as a covered benefit. Based on what I've learned, there are meaningful opportunities to improve every element that impacts member acquisition and retention. I expect us to make steady progress across both brands as we position for 2026. Importantly, following the recent divestitures of CycleBar, Rumble and Lindora, we now have a more streamlined brand portfolio, which brings me to my third key area of focus and probably the most significant opportunity for the company. While Xponential has a foundation in place to support franchisees and members, there is substantial opportunity to improve without adding additional cost. The 5 major areas of focus are: marketing, operations support, unit growth and licensing, innovation and efficiencies and cost savings. I have been dedicating significant time to strengthening each of these core functions within a more streamlined portfolio. This is not about adding additional cost. Rather, it's reallocating and refining how we operate to drive greater focus and efficiency. Let me walk you through each aspect of our tactical approach. First, in the area of marketing. Our new leadership team in marketing is enhancing our corporate capabilities in digital media, CRM, search and social to augment franchisee local marketing efforts. We have launched a pricing study focused first on Club Pilates, which will serve as a framework for our other concepts. All our corporate brand websites are being refreshed to improve our member journey from initial contact to conversion and retention. We are also addressing lead management system and process deficiencies to help strengthen our top-of-funnel KPIs across our portfolio. In the fourth quarter, we are making additional marketing fund investments to launch a national brand campaign for Club Pilates, expanding our reach through new performance channels like podcasts, YouTube TV and CTV. Overall, we are improving our corporate marketing engine with a clear focus to drive organic growth. These improvements are designed to help support our brands optimize performance and strengthen our connection with both prospective and existing members. Second, operations support. We launched our initial field support teams with a laser-focused mission to provide best practices to studios and franchisees on all the ways to enhance local studio financial performance. We are working closely with franchisees to gather feedback, improve processes, refine our approach and ensure these teams are effectively supporting our studios. On the retail front, the transition to the outsourced model is well underway. We expect the implementation to be largely complete by year-end, and we are looking forward to delivering a much more efficient retail experience for both our corporate teams and franchisees. In the area of unit growth and licensing, we've made swift progress in ramping up our improved real estate and license sales support capabilities. We are working closely with a leading outsourced partner in franchise real estate to implement best-in-class site selection practices, including leveraging the latest AI-powered market assessment tools. These improvements are designed to ensure we're making smart, data-driven decisions that support long-term success. In addition, we are taking steps to attract more established operators, along with private equity into the existing franchisee base, particularly for Club Pilates. I'm also excited to share that during Q3, we successfully completed the franchise disclosure documents registration process across brands and states. In international markets, we continue to add locations focused on Club Pilates and BFT, and I look forward to working with the team on ways to accelerate our growth within key strategic geographies in both Europe and Asia. On the innovation front, we are focused on generating new class content and member engagement within our current portfolio and see substantial upside within each of the brands. For example, in Club Pilates, we recently launched our first new class in several years, Circuit, which incorporates more intense athletic movements while still being accessible to even beginners. In Yoga6, we are refining our class offering menu for 2026. Both Circuit and new planned classes in Yoga6 will have appeal across age groups and feature strong social media attributes. This month, we also defined a new Club Pilates studio design, a big request from our franchisees. At a corporate level, we are making sure that our innovation and marketing teams are closely aligned, such that new content continuously fuels the marketing engine, driving engagement and retention. I believe we are just scratching the surface with our abilities to bring innovative leadership to the space. Finally, efficiencies and cost savings. One of my key learnings these past 90 days was that we needed to move quickly to rightsize our corporate organization, both as a result of the divestitures and in an effort to more broadly streamline the organization. As a result, in October, we executed a reduction in force across most of our corporate departments, which was a difficult but necessary task. This is expected to result in annualized SG&A savings of about $6 million. We will continue to identify ways to optimize our operations while upholding our commitment to providing the best service to our franchisees and members. I want to be clear that the initiatives here are clearly multifaceted. While we are acting with the requisite immediacy, the full impacts will unfold over the ensuing quarters. We intend to measure progress and adjust as needed, ensuring that the changes we implement are both effective and sustainable. With that, I'll turn the call over to John. John? John Meloun: Thank you, Mike. Good afternoon, everyone. We ended the quarter with 3,066 global open studios. This quarter, we opened 78 gross new studios, 57 in North America and 21 internationally. There were 32 global studio closures in the third quarter or about 1%, representing an annualized closure rate of 4%. In the third quarter, the company sold 49 licenses, of which 16 were in North America and 33 were international. Our base of licenses sold and contractually obligated to open is over 1,000 studios in North America, and we also have over 700 international master franchise obligations. Approximately 40% of our global licenses are over 12 months behind their applicable development schedules. Third quarter North America system-wide sales were $432.2 million, up 10% year-over-year. This was driven primarily by growth from net new studio openings. Notably, about 90% of system-wide sales growth came from a higher mix of actively paying members with the remainder driven by higher pricing and mix shifts. Same-store sales were down 0.8% for the quarter and up 5.4% on a 2-year stack basis. Same-store sales trends in Q3 were driven by a confluence of factors, and we are in the process of examining them in detail. At a high level, we've identified lead flow and member conversion issues across the portfolio that we are working to address, some of which were likely accentuated by our implementation of additional member privacy safeguards earlier this year. At a more granular level, StretchLab continues to be impacted in part by brand positioning challenges and the Medicare Advantage coverage reductions. Meanwhile, at Club Pilates, as you all know, we are benefiting from a stronger sales ramp in newer cohorts. While this is great for studio economics, it means that recent cohorts are already near capacity when they enter the same-store sales calculation, translating to lower same-store sales contributions. As Mike alluded to, we are reviewing all elements of corporate and studio-level operations to compete better and more profitably. Our North America run rate average unit volumes climbed to 668,000 in the third quarter, up 2% from $654,000 in the prior year period. The increase in AUVs was largely driven by a higher number of actively paying members and higher pricing for new members. Given the consistent level of demand for our brands and Club Pilates in particular, we believe there is an incremental opportunity to increase revenues through enhanced pricing methodologies, including new price tiers, disciplined cancellation policies and new package offerings. On a consolidated basis, revenue for the quarter was $78.8 million, down 2% or $1.7 million from $80.5 million in the prior year period. 73% of revenue for the quarter was recurring, which we define as including all revenue streams, except for franchise territory revenues and equipment revenues, given these materially occur upfront before the studio opens. Franchise revenue for the quarter rose 17% year-over-year or $7.4 million to $51.9 million, driven primarily by the catching up of franchise territory license terminations and by royalty revenues given a higher effective royalty rate driven by new studio openings. The company will continue to terminate licenses at elevated levels in the fourth quarter, noting terminations can take time given requirements around notification time lines. Equipment revenue was $7.5 million, down 49% year-over-year or $7.2 million, reflecting a 41% decline in global installation volume compared to the prior year period. Merchandise revenue of $4.8 million was down 27% year-over-year or $1.8 million, reflecting lower sales volumes. As a reminder, in Q4, we will begin the implementation of our outsourced retail strategy with FitCo, which is expected to contribute improved margin expansion in 2026 and further optimize non-core operations and reduce working capital commitments. Franchise marketing fund revenue was $8.8 million, an increase of 3% year-over-year or $0.3 million, primarily due to continued growth in system-wide sales in North America and increased average unit volumes from our installed base of studios. Lastly, other service revenue, which includes sales generated from rebates from processing studio system-wide sales, brand access partnerships, company-owned studios, XPASS and XPLUS amongst other items, was $5.9 million, down 6% or $0.4 million. The decrease was primarily due to lower brand access fees. Turning to our operating expenses for the quarter. Cost of product revenue were $10.2 million, down 41% or $7 million year-over-year. The decrease was primarily driven by the lower volume of equipment installations and merchandise sales during the period. Cost of franchise and service revenue were $7 million, up 45% or $2.2 million year-over-year. The increase was largely driven by the increased recognition of associated commission expenses from the catching up of franchise territory license terminations. Selling, general and administrative expenses were $24.7 million, down 47% or $21.5 million year-over-year. The decrease in SG&A was primarily lower due to a decrease in legal expenses driven by non-recurring insurance reimbursement and lower restructuring charges from lease liability settlements. During the quarter, we received $10 million in cash reimbursement from our professional insurance policies related to the SEC investigation that was concluded without action in July as well as other defense costs from other active inquiries. There was an additional $10 million insurance receivable recorded for SEC investigation and franchise matters as of the end of the quarter, noting that the receipt of these recovery payments in future periods will have no impact to GAAP earnings or EBITDA. At present, through the third quarter, we have entered into and paid lease settlement agreements of approximately $32.7 million. As of September 30, 2025, we have approximately $8.8 million of lease liabilities yet to be settled. We expect most of the remaining liabilities will be settled during the remainder of 2025. Depreciation and amortization expenses were $3.7 million, down 13% or $0.5 million compared to the prior year period. Marketing fund expenses were $9 million, up 40% or $2.6 million year-over-year, afforded by higher system-wide sales and associated marketing fund revenue contributions. Acquisition and transaction expenses were $3.1 million, down 16% or $0.6 million from the prior year period. This includes the contingent consideration activity, which is related to the Rumble acquisition earn-out and is driven by the share price at quarter end. We mark-to-market the earnout each quarter and adjust our accruals accordingly. Note that this earn-out will persist despite the recent divestiture of the brand. We recorded net loss of $6.7 million in the third quarter or a loss of $0.18 per basic share compared to a net loss of $18.1 million or a net loss of $0.29 per basic share in the prior year period. We continue to believe that adjusted net income is a more useful way to measure the performance of our business. A reconciliation of net income and loss to adjusted net income and loss is provided in our earnings press release. Adjusted net income for the third quarter was $19.3 million or adjusted net income of $0.36 per basic share on a share count of 35.1 million shares of Class A common stock. Adjusted EBITDA was $33.5 million in the third quarter, up 9% or $2.7 million compared to $30.8 million in the prior year period, primarily driven by increased margin from license terminations and increased royalties in our franchise revenues. Adjusted EBITDA margin was 42% in the quarter, up from 38% in the prior year period. Turning to the balance sheet. As of September 30, 2025, cash, cash equivalents and restricted cash were $41.5 million, up from $32.7 million as of December 31, 2024. For the 9 months ended September 30, 2025, net cash provided by operating activities was $17.6 million, which includes $2.8 million in lease settlements. Net cash used in investing activities was $2.3 million with $4.3 million used to purchase property and equipment and intangible assets, offset by $2 million in proceeds from disposition of brands. Net cash used in financing activities was $6.6 million, which primarily includes $5.9 million in net borrowings on long-term debt, $5.7 million in payments on preferred stock dividends, $3.4 million payments on promissory note liability and $2.3 million in payments for taxes related to net share settlement of restricted stock units. Total long-term debt was $376.4 million as of September 30, 2025, compared to $352.4 million as of December 31, 2024. The net increase in total long-term debt is largely due to the company drawing additional debt in the first quarter of 2025 for general working capital purposes and associated fees, offset by quarterly principal payments. As previously communicated, the company is actively exploring multiple work streams to refinance our term loan in advance of its coming current in May of 2026. Let's now turn to our outlook for 2025. We are reiterating guidance for net new studio openings, revenue and adjusted EBITDA. We are taking a more conservative approach to North American system-wide sales given current business conditions and to account for the divestiture of Lindora. Note that guidance and year-over-year comparisons for system-wide sales and net new studio openings exclude CycleBar, Lindora and Rumble in both periods for comparability. We now project North America system-wide sales to range from $1.73 billion to $1.75 billion, representing a 12% increase at the midpoint. We continue to expect 2025 global net new studio openings, which is net of closures, to be in the range of 170 to 190, representing a 37% decrease at the midpoint from the prior year. We expect the number of closures to be approximately 5% of the global system this year as a percentage of total open studios. Total 2025 revenue is expected to be between $300 million and $310 million, unchanged from previous guidance and representing a 5% year-over-year decrease at the midpoint of our guided range. Adjusted EBITDA is expected to range from $106 million to $111 million, unchanged from the previous guidance and representing a 7% year-over-year decrease at the midpoint of our guided range. This range translates into a 35.6% adjusted EBITDA margin at the midpoint. We continue to expect total SG&A to range from $130 million to $140 million. When further excluding the one-time lease restructuring charges, brand divestitures and regulatory legal defense expenses, we are expecting SG&A of $110 million to $115 million and a range of $95 million to $100 million when further excluding stock-based costs. As a reminder, in the fourth quarter, the company hosts its annual franchise conference, which has a net $3.7 million expense in the period. Regarding marketing fund, in the fourth quarter, we expect to see marketing fund spend exceed marketing fund revenue by approximately $5 million, largely driven by the nationwide branding campaign for Club Pilates. In terms of capital expenditure, we now anticipate approximately $6 million to $8 million for the year or approximately 2% of revenue at the midpoint. This compares to previous guidance of $10 million to $12 million or approximately 4% of revenue at the midpoint. For the full year, we continue to expect our tax rate to be mid- to high single digits, share count for purposes of earnings per share calculation to be 34.8 million and $1.9 million in quarterly cash dividends related to our convertible preferred stock. A full explanation of our share count calculation and associated pro forma EPS and adjusted EPS calculations can be found in the tables at the end of our earnings press release as well as our corporate structure and capitalization FAQ on our investor website. We continue to anticipate our unlevered free cash flow conversion to be approximately 90% of adjusted EBITDA as we require minimal capital expenditure to grow the business. We continue to expect that our anticipated interest expense in 2025 will be approximately $49 million, tax expenses to now be approximately $5 million, including the cash usage for tax receivable agreement and tax distributions to pre-IPO LLC members and approximately $8 million in cash dividend related to our convertible preferred stock, resulting in levered adjusted EBITDA cash flow conversion of approximately 35%. This concludes today's prepared remarks. Thank you all for your time today. We will now open the call for questions. Operator? Operator: [Operator Instructions] Our first question comes from the line of Chris O'Cull with Stifel. Christopher O'Cull: John, I know Club Pilates comps had moderated last quarter, I think, to the mid-single-digit range. Can you provide an update on how that played out in the third quarter and then maybe current trends you're seeing in Club Pilates specifically? John Meloun: Thanks, Chris. Yes. In Q2 of 2025, it moderated closer to the mid-single digit, which we said was around 5%. In Q3, we did see it come into the low single digit or about 1% in the third quarter. As we explained on the call, what we're really seeing is your installed base of studios now getting to what we believe is a full maturity given the current operating structure and number of members and pricing that they have, which is around about $1 million AUV. As we add new units, what we're seeing is these new units are coming on pretty efficiently and getting up to that kind of, let's call it, $900,000 to $1 million AUV very early in the first 12 months of operation, which means as they move into the 13-plus month, they're not really comping like they used to because now the whole system is almost at that $1 million AUV. That's one of the phenomenons that we're talking about is just the efficiencies of the ramp in Club Pilates. Because they're at full capacity, they're not really comping beyond the $1 million. Michael Nuzzo: Yes, Chris, and I'll add a couple of points as well. Yes, it's a great brand. Obviously, strong AUVs and a great ramp, high productivity. We should still expect to grow organically. Obviously, we're happy with where we were in the first half of the year. I would say that in an increasingly competitive space, we have to do better at helping our franchisees compete better. In the script, we talked about a lot of the areas that we're focused on. John and I also called out some of the deficiencies in our lead generation and member conversion capabilities, and we're focused on addressing those. Beyond that, we've got to up our game in marketing and studio ops support. I think the team is galvanized around that, and we're excited to support what is a really great brand. Christopher O'Cull: That leads to my follow-up question though is given that Club Pilates is at record high utilization, I guess, and that you're looking into this enhanced, I think you call it enhanced pricing strategies to drive revenue. I guess my question is 2 parts. First, how do you balance the push for higher prices with the risk of alienating members in a more unpredictable, let's say, macro environment? Then secondly, instead of focusing on pricing, how much opportunity is there to drive growth to fill the significant off-peak capacity hours that exist, I guess, outside of the morning and evening rush? John Meloun: Yes. I think you're hitting on a couple of really important topics. I think the quick answer is the best way to do it is to bring in an expert who has done pricing analyses and work and support for brands across the country. That's exactly what we kicked off in the quarter. I've worked with this group in the past. I think what they do a really good job of is really digging into the data in a way where we're getting into deep analysis around the members and the usage and the packages and the pricing structure. It's a very multifaceted approach. It's just not saying, take our tiers and increase them by a specific fixed amount. We're really getting into the science of this. We're also getting some great feedback from our franchisees, and taking their observations and their learnings at the local studio level. I expect we'll come out with a really thoughtful approach to pricing and packages and intro promotions to maximizing the use of our studios. I'm excited about this work, and I think it's definitely something that will help us in 2026. Operator: Our next question comes from the line of Randy Konik with Jefferies. Randal Konik: Mike, can you expand upon -- I think you said some sort of comment about private equity entering more into the franchisee base. Can you just give us some perspective on what that would entail, what brands, what geographies? What are you trying to -- what do you kind of envision for that? Then I know this -- you talked a little bit about in response to another question around this pricing kind of looking into it. What work is being done around density and thinking through what is the appropriate distance to have Club Pilates from another Club Pilates, specific to Club Pilates, I should say, because it just seems like there's just a lot more ground that can be covered with more units per se, maybe not just or instead of kind of tweaking some of the pricing because it sounds like, obviously, these boxes are very productive. Maybe they are reaching maturity, but that would just argue for more units to be put in closer proximity to other units. Just give us your thoughts on how you're thinking about those 2 areas, the private equity and the density question. Michael Nuzzo: Yes. Thanks, Randy. You're hitting on the 2 topics that occupy the unit growth part of our strategy and the team. As far as PE, I would say that specifically in Club Pilates, we've had some really great experiences with larger scale operators and I think in general, we are looking to grow with the operators we have and potentially look at opportunities to bring in larger scale operators to other geographies in the U.S. Private equity has done very well in this space, and so we're having really good productive conversations with them. I'm happy with what the team is doing on that front. There may still also be opportunities with the other brands around larger scale operators, and we certainly are looking into that as well. On the real estate side, this is what I was specifically referencing when it comes to partnering with an experienced third-party real estate partner and the use of pretty sophisticated location selection technologies so that we can feel good about being able to place studios in proximity to other studios, but still not having the negative impact of meaningful cannibalization. You're probably familiar, there are a lot of great systems out there. We feel like we've got one that will work really well for us and be able to allow us to maximize our network of studios within specific geographies. Randal Konik: Then last question, just give us your philosophy on portfolio construction. I think, look, investors that I speak to generally welcome the paring back of the portfolio, skinning down the number of concepts and modalities that the company has. Do you feel like this is the right set of concepts? Do you think about potential more pardowns in the future? Just kind of what -- give us your kind of sense on where we are with the portfolio and any changes that need to be made or not made. John Meloun: Yes. I won't speak to any future considerations. I'm obviously still learning about each of the brands. I do agree that having a smaller portfolio like we have today and the divestitures that we've done have helped us and will help us. It will allow us to be more focused as we ramp up a lot of the business capabilities that I was talking about. I also see a lot of complementary aspects to the portfolio that we have. I see a lot of opportunities around leveraging best-in-class things that are happening in one brand and applying them to another brand. I think pricing is a good example of that. I'm happy with the portfolio we have. I think we've done some really good work around the divestiture side, and I'm excited to dive in with each of the brands to drive growth into 2026. Operator: Our next question comes from the line of John Heinbockel with Guggenheim Partners. John Heinbockel: Mike, when you guys talk with franchisees about the Club Pilates economic model, is the assumption still sort of the old ramp as opposed to this ramp quickly to $1 million AUV? Because obviously, if that's true, in theory, I guess, you could go into -- you could pay more rent, you could absorb more cost, but there'd be no guarantee that you stay at $1 million AUV. How has the sort of the model changed or it's not, if this ramp holds, it's upside to ROI? Michael Nuzzo: Well, I think that the ramping that we've seen is a function of the brand and the strength of the brand. It's a function of having really, really strong franchisee presale activity that we have developed and refined and improved over years, right? As a scaled business, we're just -- we're getting a lot of things right on the execution around new studio build. I think that's great. I think that it's all relative, right, based upon the studio where you open it. I feel like we can show improvement with each new class of studio openings. From a modeling standpoint, the work that the real estate team is doing, especially around the new systems that we're putting in place, are adjusting accordingly and making changes to the ramp that help us make more intelligent decisions on site locations. We'll continue to refine it, and we'll continue to just get better-and-better. I still think there's opportunity around how we do our launch marketing, for example. I think -- but it's a good problem to have, right, when you have to modify your model for obviously a better start-up. John Heinbockel: Maybe as a follow-up on the retail ops field consultants. Where are you with that ramp? Then now that you've whittled down to 5 brands, obviously, they can concentrate on fewer brands, fewer issues, but where do you see -- and I guess it wouldn't be Club Pilates, but where do you see the biggest opportunity to fix execution gaps probably across brands? John Meloun: Yes. The field team right now is about 20, and we'll be doing a few more over the next couple of months. They are going to be working directly with our franchisees and our studios around a system called ProfitKeeper. The focus of that is how to improve studio level economics. I know when you start out with something, it always morphs into something that's a little different and a little better and a little evolved. I anticipate this doing the same thing. I also think there's an opportunity, and I've seen this in other retail settings and studio settings, and you've probably seen it, too, where you can identify opportunity, in this case, opportunity studios and you can focus their attention, of course, supporting all of the brands and all of the units, but around a very defined group of studios that you know has the potential to perform better and create some analysis, some feedback, even some friendly competition that makes a system like that work pretty well. Operator: Our next question comes from the line of Joe Altobello with Raymond James. Joseph Altobello: I guess first question on Club Pilates. What's the purpose of the national ad campaign? I ask that because normally, you're looking to build brand awareness, right? You've already got pretty high brand awareness, I would think, and you already have record high utilization. Do you guys see more upside to that utilization rate? Michael Nuzzo: This was talked about when I first started, and I dug in with the team, and we've modified the approach a little bit. Most of what will be hitting on the brand campaign will take place over Q4. The way I would think about it is it is us putting incremental dollars to certainly a creative part of it, but around new channels that we typically do not use in performance marketing. We identified some of those channels. Some of them are traditional media, some of them are new media, CTV, YouTube, podcasts, so what I really like about it, and I think this is going to help us as we get into 2026, is we'll be able to understand the efficacy of each of these investments in these new channels, and then what it provides for us is new ways as we get into the year, if we want to put more dollars behind a particular brand, we know the channels that have the best chance to perform. I think that's what we're really getting as a huge benefit from this work. Joseph Altobello: Just to clarify, so there are benefits to other brands. This is testing around marketing concepts behind Club Pilates, but it could have benefits for StretchLab, etc.? Michael Nuzzo: Well, this particular campaign is solely for Club Pilates. I think what I was trying to communicate was it will be testing out channels and the efficiency and the effectiveness of new channels that we currently haven't done much work in. That learning will help us if we want to apply this investment or apply these channels to other brands as we get into 2026. Joseph Altobello: Just to follow-up on that. John, earlier, you mentioned 40% or so of your backlog is still 12 months behind on a development schedule. How does the accounting work for that in the fourth quarter? Because if I look at your EBITDA guide, obviously, you're calling for a pretty sharp decline year-over-year in the fourth quarter. How should we think about that accounting impact? John Meloun: Yes. When you do a termination -- well, first, when you sell a license, the full balance of the license sale, the price goes on to the balance sheet as deferred revenue. If you pay any commissions, the commissions get deferred as a cost as well. When you terminate the license, what that does is it immediately accelerates the full amount of the license that has been deferred from a revenue perspective and commission to the P&L. In the third quarter, there was a large margin impact or margin benefit, I should say, related to the accelerated termination of licenses. As you move into the fourth quarter, the steep decline based off of the guide is really being contributed by a couple of factors. One is, there will not be a repeat level of terminations in the fourth quarter that there was in the third quarter, and that will be -- that's around about a $4 million, I guess, you can call it headwind into the fourth quarter. In addition to that, as a reminder, we have about a $4 million expense impact in the fourth quarter related to our franchise conference as spend that we do to hold that event. Then as Mike mentioned, the marketing fund dollars, which is about $5 million for the Club Pilates brand awareness, that is also a headwind into the fourth quarter. The convention in the marketing fund, you can probably consider one-time within the sequential quarters. That's about an $8 million number. As you kind of think of a $33 million adjusted EBITDA number in the third quarter, and you can kind of get to where the guide is by adding an additional $8 million of convention costs and marketing fund spend in the fourth quarter. There will be heightened elevations again -- or terminations again in the fourth quarter, but not to the magnitude that we saw in Q3. Operator: Our next question comes from the line of Jonathan Komp with Baird. Jonathan Komp: John, if I could just follow-up on the last point. I think I heard it, was it $4 million of benefit from terminations in Q3? Then if 40% are still non-current, that seems like a pretty high number, maybe like $900 million or so. Could you share any insight on sort of the outlook for those? Can you get any of those back to current? Any view of why the 40% hasn't come down? I think that's been a consistent number as you have been terminating some. John Meloun: Yes. Thanks, Jon, for that. Yes. I mean when you look at the delinquency of the backlog, one of the things that occurred during COVID was pretty much everything went delinquent, right? Because there was any licenses that was sold prior to COVID, there was about a 2-year period where franchisees were kind of waiting on the sidelines with signing new leases and such because of the fact that there was a shutdown of studios. There was a natural kind of delinquency in our backlog. Earlier this year, we stopped terminating licenses while our new COO came in and did a full assessment of franchisees by brand, where they stand. The terminations we have done are an output of that work where we have gone through with franchisees and identified which ones are not moving forward and made those terminations. When you compare the sold but not open backlog from Q2 to the ending Q3, we have significantly reduced the number of licenses that were delinquent, but the percentage that is still delinquent within the brands we still own is still around 40%. When you think about the brands where -- or the composition of the delinquent, let's call it -- the total remaining backlog is about 1,800. About 44% of that backlog is Club Pilates. We feel very strongly that those franchisees are going to move forward. The other 20% is in StretchLab. Yoga6 is about 12%, Pure Barre is about 5 and then your BFT is about 20%. We have seen a lot of growth in Club Pilates. We do believe those units will be online. They're just delinquent from the development schedule when they originally bought the license. The StretchLab is a function of AUV performance as well. As we can continue to get the AUV up in StretchLab, we should start seeing those franchisees move forward. One thing you have to remember, too, John, is we did pro forma the licenses. It is comparable with the brands that we own to the prior year, but -- or the prior period. I do believe that the backlog in addition, when we look at it at Q4, that the backlog, you'll see that there will be some more licenses terminated and that percentage over time will start to come down through terminations, but also with franchisees moving forward. Long answer, but by kind of just organic default around COVID, the backlog naturally just kind of got put into a delinquent state, but it doesn't mean that the licenses won't get open at some point. It's just that they're moving forward on a delinquent schedule. Jonathan Komp: Then maybe to follow-up, John, for the fourth quarter, any help you can give in terms of just bridging comps, system sales and revenue that you're expecting? There's still a fairly wide range on those? Then just, Mike, bigger picture, could you maybe talk about some of the key metrics that you're targeting to watch the progress initially here? Any further detail on when you would expect to start to see some progress around the key initiatives you're watching? John Meloun: Yes. As far as system-wide sales is concerned, I mean, we still guided to the $1.73 billion to $1.75 billion for system-wide sales. You can assume that the system-wide sales sequentially will be up from Q3. One of the benefits with system-wide sales in the fourth quarter is we do run promotional Black Friday marketing programs to drive package sales to drive new memberships in the fourth quarter. You will sequentially see system-wide sales up. As far as comp is concerned, with Q3 being a negative 1% comp, we are expecting to see 0 to low single digit from a comp perspective. It all depends on the successfulness of the marketing programs in the fourth quarter and how they play themselves out. As far as revenue is concerned from Q3 to Q4, there's a couple of things at play. One is, you will sequentially see overall revenue down from Q3 to Q4. The reason why, again, is the fact that you won't have the benefit of the heightened terminations in the third quarter or fourth quarter that you had in the third quarter. That's going to be the main driving force for overall revenue being down. We do expect to see royalty production up in the fourth quarter, but it's just the one-time terminations that are going to drive down revenue in Q4, but year-over-year, we do expect revenue to be up. We did about $44.5 million -- excuse me, $80 million in Q3 of '24. We're relatively in line with that for Q4 of this year. Michael Nuzzo: Yes. On the KPI question, the good news about a business like this is it's got some pretty straightforward KPIs. Weekly, we're looking at leads, new members, classes, retail sales, cancellations, average studio sales on a year-over-year basis each week, and we look at it compared to the previous 4 weeks and 8 weeks. We're getting a sense for momentum and where we stand. We're in a pretty good rhythm when it comes to measuring the business and addressing it. John Meloun: John, let me correct what I just said too. The revenue in Q3 of 2024 is around $80 million. Adjusted for the terminations, you're probably going to be down sequentially from Q3 of '24 to Q4 of '25. Operator: Our next question comes from the line of Ryan Mayers with Lake Street Capital. Ryan Meyers: First one for me, just kind of on the topic of innovation that you guys are looking to drive at some of the concepts. Is this a concept-wide nationwide thing? Is it more so just specific franchisees at certain locations maybe need help driving member growth? Just kind of walk us through some of the innovation there and how we should be thinking about that? Michael Nuzzo: Yes, Ryan, good question. When it comes to class content, we approach it from a nationwide rollout standpoint. Again, we'll test and we'll perfect and we'll get it to the point where we're ready to launch it, but we will launch it on a nationwide basis, understanding that some franchisees may not be able to implement it right at the time that we launch it. The other thing that we'll increasingly do is have that innovation work feed our marketing and driving awareness around new class content is a great way to do it. This is something that I think all the brands will benefit from, and we'll put together a schedule for each of them to dive into it next year. Ryan Meyers: Then just on the topic of pricing, I mean, how should we think about what the membership churn currently is and maybe more specifically at Club Pilates, where you guys are looking to drive price and then maybe just kind of the concept as a whole, just so we can think about sort of the membership base that potentially is turning out there? Is it elevated? Or what's kind of that historical level there? John Meloun: Ryan, I'll take that one. As far as Club Pilates is concerned, we haven't seen a shift in cancellations or churn within the brand. It's a trend that's remained fairly stable. I think what you're starting to see is just the actual total member per studio. It is up when you look at it compared to prior -- the same quarter prior year, but it's just kind of getting to that capacity where we're not adding at the same rate that we did historically. Churn overall has remained stable. Even when you look at memberships where they've been temporarily frozen, haven't seen any real shift in that either. It's more of a top of the funnel kind of just, I guess, signal that is the rate of growth has kind of slowed down a little bit. Overall members per studio has remained fairly constant. Operator: Our next question comes from the line of Richard Magnusen with B. Riley Securities. Richard Magnusen: This is regarding StretchLab. Could you provide maybe more details on your efforts to replace the loss of Medicare visitors, the money that they brought in? What has worked so far to replace that lost revenue? Then you earlier call -- earlier in the year, you mentioned looking at ways to reduce the ratio of stretch instructors to visitors because it tends to be very heavy in that particular metric. I wonder what you've done there and what success you've had? Then finally, have you looked at maybe other ways of including that modality with other modalities to maybe reduce overhead or get more people interested in it? Michael Nuzzo: Yes, Richard, good question. Yes, you're right. We touched on the Medicare Advantage issue. I would just say that we have to drive an expanded membership mix. As we looked at the current membership base, I think there's a lot of opportunity to drive younger member across more athletic pursuits, new partnerships. All these are areas where the offering as it stands today should really resonate. Also, there's a chance to -- or there's an opportunity to drive business from folks who just want to purchase individual stretches but not a full membership. I think there's an opportunity there. Then also from just overall supporting the brand better, we're looking at pricing intro packages, performance marketing, the online journey, which I think needs some work and local activation. There are a lot of things we're doing around membership expansion in that concept. From an operation standpoint, we're also testing a few operational adjustments that will lighten the demand on the labor side within the box. Not in a position to give any specific results of that work, but we are diving in for sure. Operator: Our next question comes from the line of Owen Rickert with Northland Capital Markets. Owen Rickert: Quickly, what are you hearing from franchisees about potential pressures in areas like labor, occupancy or instructor availability? If you are hearing anything from them, how are you helping them mitigate these challenges? Michael Nuzzo: I don't think we're hearing a lot more necessarily. I think that it's a constant challenge just to doing business. Most of our franchisees, I think, do a really great job of addressing it and balancing it. The availability of instructors is something that I think we've heard on an ongoing basis. One of the things that I think we do really well, especially within the Club Pilates system is we've got a pretty extensive instructor training program that helps to obviously feed our studios, which is great. We're looking for ways to potentially expand that in the future, which is really good. I also think that having the field people engage with the studios around this ProfitKeeper system, I think, can help, especially on the cost side and the profitability side. I mean, I think we'll be helping them to address it, but nothing of note that's been raised more so recently. Operator: We have reached the end of the question-and-answer session. I would like to turn the floor back over to Mike Nuzzo for closing remarks. Michael Nuzzo: Well, thanks, everybody, for joining today's call. We look forward to connecting with many of our franchisees. We have our annual convention in Las Vegas in the next couple of weeks, and we look for more opportunities to give you insight on the business. Thanks a lot. Operator: This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.
Vincent Clerc: Welcome, everyone, and thank you for joining us on this earnings call today as we present our third quarter results for 2025. My name is Vincent Clerc. I'm the CEO of A.P. Møller - Maersk. And with me in the room today is our CFO, Patrick Jany. As usual, we start with the highlights of the quarter just passed. We are pleased with the strong execution shown during the quarter in all businesses. We improved our performance across the board and delivered on an EBITDA of $2.7 billion and an EBIT of $1.3 billion, up from the previous quarter. All segments showed strong sequential volume progression, while costs were kept under tight control. These efforts paved the way for the strong results, notwithstanding the external environment. Specifically, in Logistics & Services, we are staying the course, focusing on operational margin improvements on both prior year and quarter to maintain the streak of good progress in 2025. We also registered good underlying and seasonal volume growth, which more than offset the softening observed in North America. For Ocean, this third quarter was the first full and clean quarter of the Gemini cooperation. While we kept delivering reliability at 90-plus percent, we also generated cost benefits well above the target we had communicated. This excellent performance was supported by strong volumes and high asset utilization as well as asset turns. As expected, rates softened during the period as new capacity continued to be inflated ahead of demand. Finally, our Terminal business delivered again record high revenues and profitability, driven by strong volumes, not least the ones delivered as a consequence of the Gemini implementation and the highest ever utilization across our portfolio of gateway terminals. With another quarter of sustained high demand, especially out of China, we expect a market growth around 4% for the full year. This strong demand, combined with the successful implementation of Gemini and progress across all segments allows us to narrow the full year 2025 guidance to an underlying EBIT of between $3 billion and $3.5 billion. As usual, more details will follow on this later in the call. Now taking a closer look at each of our business segments. First, Logistics & Services continued to track positively. We achieved an EBIT margin of 5.5%, up from 5.1% last year and 4.8% last quarter. The key levers of progress remain asset utilization, productivity improvement and stringent cost management. Aside from these efforts, the top line also grew 2% year-on-year and 9% sequentially, the latter reflecting both seasonal strength and new win implementation, which offset the softening of demand in North America. In Ocean, as mentioned, we had our first full and clean quarter of Gemini -- after the Gemini implementation. From already the first month since the implementation in February, we have seen the network deliver reliability above 90% and show resilience against disruptions such as weather, which we have seen recently in the Far East with the worst typhoon season in 10 years. Meanwhile, we continue to deliver 90-plus percent reliability in the third quarter, and we also achieved significant cost savings even compared to the ambitious target we had communicated to you earlier this year. I will go into more details on this very shortly. What Gemini has allowed us to do with these savings is to use our fleet more efficiently and capture more volumes. Our volumes are up 7% year-on-year and 5% sequentially for this quarter, while the average loaded freight rate was more or less in line with the prior quarter. Good volume development has also driven high utilization of 94% for the quarter, up 0.5 percentage points sequentially. All of this happened against the backdrop of decreasing rates as expected. In Terminals, we delivered another excellent quarter, driven by record on volumes, revenue, EBITDA and EBIT. What we have not talked about so much until recently is the volume uplift in our gateway terminals from Gemini, which has been a key contributor to our performance this quarter. Return on invested capital has delivered a further uptick to 17.2%. Here, we note that with utilization close to 90%, we are approaching the full potential at which operations in some of our locations become less efficient and volume growth opportunities become more limited in the short term. We continue to invest to debottleneck our existing terminals as well as grow with new locations as exemplified by the inauguration of Rijeka Terminal in Croatia less than 2 weeks ago and several other projects in the pipeline. Turning to our midterm target. As you can see, we have shown almost full delivery on our 2021 commitment. As mentioned, we continue to stay the course of regular progress in Logistics & Services, which is tracking positively with EBIT margin up both year-on-year and sequentially, although more needs to be done on that field. We continue to make good operational progress with our challenged products of Air, Middle Mile and Last Mile, while seeing good revenue growth in our other products, more in line with our organic revenue growth targets. Our priority is to continue to improve in the fourth quarter as we round off the relevant period of these targets. Taking a step back from this quarter, I want to just take a couple of minutes to get into more detail as to what has been driving such a robust demand growth in Ocean and some of the consequences of this phenomenon, which we do not think are sufficiently well understood. Despite talks of deglobalization, nearshoring, trade wars, container demand has shown a remarkable resilience over the past few years that has confounded many observers and models. During this period, China's export growth into all regions of the world, except for North America, has not only been resilient, it had gathered pace. China's share of global export has increased significantly and never as fast as it has over the past 2 years. Specifically, its global export share has increased steadily from 33% only 2 years ago to about 37% this year. This growth is part of a longer trend as reflected from the chart to the left, but has accelerated recently. It affects all regions with the Far East, excluding China being the biggest market and growing at 12% per annum, and Europe the second biggest market and growing at 10% per annum. North America, which, in this case, is including Mexico, which is the third biggest market, has been weaker, but still has seen growth at 5% per annum despite the known trade tensions in 2025. Given the widely available production capacity in China and the very competitive products that are being exported, we do not expect this trend of accelerated export growth from China to stop. The momentum is strong. The consequence for us are not only the resilience of demand growth, which will contribute to absorbing some of the new capacity coming online, but also the increased trade imbalance that it is causing, which over time will lead to higher production cost and lower asset intensity for the industry. On both fronts, Gemini offered us a much needed flexibility so that we can capitalize on the growth opportunity while minimizing the cost impact. Moving back to Q3 and to Gemini specifically, this is the first quarter where we can see the full effect of the new network, and we are pleased that the savings are higher than our original guidance. To give you a sense of the benefits, we separate the Ocean cost savings, which were the ones we had communicated into 2 buckets, namely Bunker Savings and Asset Turn increase. Aside from these, we can also present an upside that we have seen in Terminal as a direct result of this new cooperation. Now taking each of this in turn and starting with Bunker. We can see that the advantages of Gemini stemming from a more efficient use of our vessels, for instance, through lower speed, shorter sailing distances and shorter dwell time are allowing us to reduce the bunker consumption. This quarter, we saw a 6% higher capacity, but about -- but about 3% lower total bunker consumption. And this translates in an approximately 8% bunker consumption reduction corrected for the changes in capacity. Then on our Asset Turn side. From the most efficient use of our vessels, Gemini allows us to transport more volumes at the same capacity. This quarter, we saw the capacity growth of about 6% against the volume growth of 7%. The delta of about 1% point represent the improvement in asset turns. Both these buckets are driven by improvements we have been able to do under Gemini. First, we have been able to deploy our largest vessels in most effective routes and on shorter loops. Secondly, the shorter loops have had fewer port calls and more efficient ones. Thirdly, locations outside the shorter main liner loops have been serviced by fit-for-purpose shuttles rather than underutilized mainliners. We can quantify the bunker consumptions improvement to about 8% at fixed bunker into cost benefits of about $135 million for the quarter, which annualized is about $450 million to $550 million based on the full year implementation and normal seasonality. Likewise, we can quantify the asset turn improvement of about 1 percentage point, which against our total network cost translates into about $50 million of cost benefit in the quarter, which annualized is about another $150 million to $200 million benefit. The cost benefits on the Ocean side alone, therefore, sum up to around $600 million to $750 million on an annualized basis. Another advantage of Gemini has been to increase volumes in some of our gateway terminals, allowing us to significantly increase the throughput. These additional moves have improved port moves per hour and expanded operating terminal capacity. The additional uplift has generated about $40 million in benefits, which annualized is about $120 million to $200 million based on full year implementation and seasonality. Overall, across Ocean and Terminal, therefore, we have generated about $225 million in cost benefits in the third quarter or $720 million to $950 million in annual savings compared to our previously announced targets of about $500 million. As mentioned earlier, we now expect container volume growth to be around 4% for 2025, given the strong demand that we continue to see outside of North America. There is no change to our assumptions on the Red Sea disruptions, which we still expect will not reopen in the near term, absorbing net supply in the industry as long as it remains closed. Against the backdrop of these factors as well as a strong year-to-date performance, we refine our financial guidance to the full year 2025 to an underlying EBITDA of $9 billion to $9.5 billion from previously $8 billion to $9.5 billion, and an EBIT of $3 billion to $3.5 billion, previously $2 billion to $3.5 billion. And finally, free cash flow of positive $1 billion or higher, previously negative $1 billion or higher. Our CapEx guidance for '24 and '25 combined is revised down to about $10 billion, down from $10 billion to $11 billion, while the guidance for '25 and '26 remains unchanged. And I will now hand out to Patrick, who will walk you through the detailed financials at segment level for our performance. Patrick Jany: Thank you, Vincent, and welcome to everyone on the call. Q3 '25 was a quarter with strong financial performance across the group, significantly up sequentially. Overall, we generated an EBITDA of $2.7 billion and an EBIT of $1.3 billion, implying a margin of 18.9% and 9%, respectively. As expected, the delta to the previous year is driven largely by the shift in rates we have seen in Ocean since the peak levels in mid-'24, which was at the height of the Red Sea disruption, while the progress on the previous quarter is driven by higher volumes and operational improvements across all 3 businesses. Net profit after tax was $1.1 billion, generating a solid return on invested capital of 9.6%, still at a good level, but decreasing as strong 2024 quarters progressively fall out of the yearly calculation. Solid free cash flow supported a strong balance sheet with cash and deposits standing at $20.9 billion at quarter's end. Our net cash position is down from $5.6 billion last year to $2.6 billion, driven mostly by the strong returns to shareholders, which totaled $4 billion in the first 9 months. Let's take a closer look at cash flow on Slide 12, where we see that cash flow from operations increased sequentially to $2.6 billion in the third quarter, driven by higher EBITDA of $2.7 billion, while the movements in net working capital was largely flat. Overall, we had a strong cash conversion of 97% up from 89% last year and 81% last quarter. Further, across the chart, gross CapEx for the quarter was $1.2 billion, in line with our multiyear CapEx guidance, driven by our Ocean fleet renewal program. Meanwhile, capitalized losses -- capitalized leases stood at $868 million, also in line with expectations and down from the previous quarter, which was impacted by the Port Elizabeth concession extension and free cash flow was therefore at $771 million. Capital return via share buyback was $578 million this quarter. And finally, most of the $850 million you see in movements in borrowings relates to our 9-year EUR 500 million green bond issuance in September, extending our maturity profile early in light of extending bonds maturing in March next year. Taking all together, cash generation was strong in the third quarter and supported an already strong balance sheet alongside the continuation of our share buyback. Turning to our Ocean segment on Slide 13. Ocean delivered a strong operational performance in the third quarter, which marked the first full quarter of Gemini implementation. From a financial standpoint, Ocean generated an EBIT of $567 million, implying a margin of 6.2%. This is down on last year, driven by the expected rate decline, but significantly up sequentially, driven by the strong volume growth of 7% in Gemini. Specifically on Gemini, as Vincent mentioned earlier, the new network generated cost benefits in the form of bunker savings and higher asset turns, without which we would have expected our third quarter Ocean costs and therefore, EBIT to be impacted negatively by about $185 million. Meanwhile, freight rates were significantly down year-on-year, driven by the ongoing market pressure on rates since 2024, but broadly in line sequentially. CapEx was in line with guidance and comprised mainly installments on vessel orders announced last year as well as a broader equipment renewal and vessel deliveries that are part of our Ocean fleet renewal program. As usual, the chart on Slide 14 illustrates the main elements of the year-on-year EBITDA development in our Ocean business. On the left, you can see the large impact on profitability from the 31% lower freight rates, cushioned by the tailwind of the 7% increase in volumes year-on-year. Ocean also saw a positive impact of $211 million from lower bunker prices compared to last year, while container handling and network costs increased driven by higher empty repositioning and terminal costs. Also note that EBITDA was further supported by higher detention and demurrage revenue and a positive delta in revenue recognition, the latter of which accounts for the vast majority of the net $551 million in the final bucket. All in all, these offsetting factors allowed EBITDA in the third quarter to settle at $1.8 billion, down from the previous year, but up on the previous quarter. Let's now have a look on the Ocean KPIs on Slide 15. Ocean's operational performance in the third quarter is highlighted in these metrics with strong volume performance and Gemini helping to offset headwinds in cost and rates. Loaded volumes increased by 7% year-on-year, reaching 3.4 million FFEs as demand was strong on key trade lanes. Sequentially, volumes grew by 5.2%. As mentioned earlier, our average loaded freight rates declined by 31% year-on-year, reflecting market fundamentals that we have seen since 2024 from growing excess capacity. Nevertheless, as reflected in the flat sequential development, the lower levels in the third quarter at quarter end were actually offset by the high levels at the start of the quarter, therefore, providing a fairly benign rate environment in the quarter. On the cost side, unit cost at fixed bunker decreased both year-on-year and sequentially by 0.8% and 2.2%, respectively, as strong volume performance, high utilization as well as cost benefits from Gemini offset the general cost pressure. Bunker costs were down 14% year-on-year due to both lower fuel prices by 13% and increased efficiency from Gemini, leading to lower bunker consumption of 3.2%. This is despite us carrying more volumes and managing a larger fleet. Specifically on the fleet, the average operating fleet grew 5.5% year-on-year, reaching 4.6 million TEUs, all while capacity utilisation remained high at 94%. Let's now turn to our Logistics & Services business on Slide 16. In the third quarter, Logistics & Services delivered revenue of $4 billion, up 2.3% year-on-year and 8.6% sequentially, the latter reflecting seasonal strength. The year-on-year growth was driven by growth across most products. On the bottom line, EBIT showed a significant increase to $218 million, which also implied a continued EBIT margin improvement of 0.4 percentage points year-on-year and 0.7 percentage points sequentially to 5.5%. The margin improvement is primarily driven by the continued operational progress that the team has made in fulfilled by Maersk, all while continuing to exercise stringent cost control across all service models. CapEx is down on last year, but remains at a stable level sequentially to support growth with particular focus on Depot and Warehousing this quarter. Now let's have a look at the breakdown by service model within Logistics & Services on Slide 17. Starting with our supply chain management offering. Revenue here decreased by 4.8% year-on-year to $594 million, with the EBITDA margin decreasing to 22.6%, down from 24.2% last year. This decline was driven by weakness in Lead Logistics, our 4PL business, volumes primarily from China to the U.S. on the back of the stop-and-go volatility we have seen in the external environment. In Fulfillment Services, operational progress in Middle Mile North America and Warehousing led to significant improvements in profitability with an EBIT margin of negative 0.9%, up from minus 4.5%. Revenue increased by 2.9%, reaching $1.5 billion. Finally, revenue increased in Transported Services to $1.9 billion, equal to a 4.3% increase year-on-year. This was supported by higher volumes in Landside Transportation in the peak season. However, the EBITDA margin was impacted by weakness in Air, landing lower on the previous quarter at 7.3%. We round off with our Terminals business on Slide 18. Terminals delivered another excellent quarter, continuing the positive trend. Revenue grew by 22% year-on-year to $1.4 billion, driven by 8.7% higher volumes supported by Gemini and improved rates. Specifically on the Gemini impact, volumes from Maersk Ocean increased 26% year-on-year. The higher volumes brought a further uptick in utilization, which stands at 89%. As mentioned earlier, while this is supportive of higher margins, it also highlights the necessity to invest in capacity extension in the coming years to cater for the long-term growth of our port operations. Revenue per move increased by 7.8%, reflecting improved rates and mix. Meanwhile, cost per move increased by 6.7%, largely due to labor inflation and higher SG&A costs, but mitigated by higher utilization. Overall, EBIT increased by 69% year-on-year to $571 million with a margin of 39.4%, up 11 percentage points from last year and 4.1% higher sequentially. This underlying good margin was supported by a net $139 million positive impact from one-offs, including the reversal of impairments due to the successful extension of a concession. ROIC rose to a record 17.2%, underlining the intrinsic strong return profile of this business, although levels will taper down progressively with increased renewals and investments. CapEx for the quarter came in at $154 million, more or less in line with previous year and reflect the continued investment in our gateways portfolio. Turning to the breakdown of Terminals EBITDA on Slide 19. Terminals delivered an increased EBITDA from $424 million last year to $501 million. The increase in cost per move of $56 million was more than offset by higher revenue per move and volume impact. Currency exits and other movements brought a further positive impact of $29 million, bringing the EBITDA to a record level for the quarter. And with that, we finished the review of our business segments and are ready for the Q&A. Operator, please go ahead. Operator: [Operator Instructions] Our first question comes from Patrick Creuset from Goldman Sachs. Patrick Creuset: Just 2 questions. First on the outlook. If we look at your Q4 EBITDA, you're implicitly guiding based on the full year range of somewhere between $1.3 billion and $1.8 billion. Can you provide a little bit of color on what sort of volume and rate assumptions are embedded or would be embedded at the top and the bottom? And also based on what you see so far going to Q4, do you see a skew more likely at the top or low end? And then just on the buyback, you've got a cash position of around $15 billion or so. In the past, you've sometimes given the market a sense on how comfortable you felt on buybacks in the year ahead. Can you again give us a bit of sense today, assuming, for instance, stable trading environment at these levels, would you see a reason to discontinue the buyback next year or keep it? Patrick Jany: Thanks very much, Patrick. So indeed, when you look at the guidance for Q4, it implies a continuity of the pace that we have currently. We have seen rates stabilize by September and early October. And that is, I would say, the pace that we have continued to forecast for the Q4. And the volume development actually seems still to be pretty strong as we can see it. So I would rather mentally see, let's say, the revision of the guidance towards indicating the higher end of the guidance, which is what we are doing by narrowing the range, and that's what we intend to signify here, which at group level is more or less a breakeven. It will depend on the last few weeks for the Q4. When you look at the cash position and balance sheet, it is strong. And as we have indicated as well when we restarted the share buyback back in February this year, the intent is to certainly see this as another 1-year event. And in your assumption of a stability of externalities, I think there's nothing that speaks against the continuation of the share buyback indeed. Operator: Our next question comes from Muneeba Kayani, Bank of America. Muneeba Kayani: Firstly, just on the logistics EBIT improving at the margin to 5.5%, can you remind us what seasonality in this business? And if there was any benefit on that and kind of how much of this is kind of the improvement which can continue? And then secondly, we've seen in container shipping, the order book-to-fleet ratio for the industry is around 32% now, which I believe is the highest since the global financial crisis. So what do you think is driving that? And how do you see it playing out? Vincent Clerc: Muneeba, so if I start with your first question on Logistics, I think most of the improvement that we're seeing are due to the cost containment and productivity improvement that we are putting in place. In general, the business will have a seasonality a bit tilted towards the second half year versus the first half year. But -- and mostly, I would say, towards the very end of the year, depending on your product exposure. But I think when we look at it, and you can see that in the volumes and the top line, we see some seasonal improvements that are helping. We also see some of the wins that we have taken in that are helping, but I think most of it is actually coming from the work that we're doing on margin. From the order book, I think you're correct that at 32%, the order book is quite high. I want you to -- I just need you to remember 2 things. I think the first one is that the time to order, so the number of years over which this is going to phase in is more than it was during the -- before the financial crisis. So if you -- we're going to -- there's a longer installment, if you will, that is being ordered. So that's one thing. And the second thing is the story that we had about China. The market is growing at about 4%. But on the head haul, it's growing at about 7% and what we're seeing is as long as it grows at 7% on the head haul, you need 7% more capacity to be able to carry this. So I think there is -- this dichotomy that there is between head haul growth and average growth is absorbing a lot more capacity. The longer order books is -- it means that it's not phasing as brutally as one would expect. And then the last point that there is, is not a single ship has been scrapped for the last 6 years, but the ships all got 6 years older in that period. So there is pent-up demand for that. And so I think over time, we will see that some of the levers that so far have come at us, whether it was higher demand from China or selling around the Cape of Good Hope or COVID, this will fade away, and we'll be back to having to use the tools that we normally use in the industry, which is scrapping, idling, slow steaming and so on. And there, there are still significant levers that we can lift to actually balance the outlook. Operator: The next question comes from Ulrik Bak, Danske Bank. Ulrik Bak: So on the volume side, Ocean volumes, you obviously have very strong growth, 7% in the quarter. I'm just curious to hear what if there is a split between the feeder legs and the main haul legs? And if there is any issue with double counting, anything because it just looks so extraordinary, your volume growth. And then if I can sneak in a second one. So this overperformance versus the market, how long do you expect this to be sustained? Vincent Clerc: All right. So I can guarantee you that there is no double counting of volume like we count the containers and the bills of ladings only once. It's much better. You would see it in the revenue development very different if we were double counting. So I think that we're pretty -- we can be quite categorical around. I think when I look at what we're able to do right now as a result of Gemini from a cost perspective, I think it's a pretty significant lever that we have unlocked here. And this has, I think, legs to continue into the coming quarters. I cannot give you how many quarters this advantage will last. I think it's going to last quite a while, but it depends also on what we do next and what competition does next. And I'm not in control of all of that. But I think that what we have shown on the slide with Gemini is there are a few levers where we have broken some efficiency frontier that we had under the previous deployment and that we have moved them now to being higher. And this is what allows us to actually lift the cost impact of Gemini quite significantly. Operator: The next question comes from Omar Nokta, Jefferies. Omar Nokta: Just wanted to follow up on the share buyback discussion. You mentioned last quarter, you continue to view that as a focal point of the capital allocation strategy. It sounds like that's going to continue for '26 as well. But just in terms of how you're thinking about the size, $2 billion this year, how can we think about how that looks for '26 as you set the budget? Does it become a portion or a function of how much free cash flow was generated this year? Or what's it based on? Is it based off of earnings next year? Any color you can give would be helpful. Patrick Jany: Yes. Thanks very much for your question, Omar. No, as we said, clearly, share buyback is a fundamental piece of our capital allocation and will continue to be as well for next year. I think when you look at the dimensioning, you know that we actually maxed out this year, right, just from the free float and the rules on the daily volumes. So I would expect this to be, say, a maximum amount. But then the exact dimensioning will be done, obviously, in February and when we come out with our guidance for full year. I think it will be premature now to guide. But I think certainly, the willingness to continue a sizable share buyback is certainly there. Operator: Our next question comes from Cedar Ekblom from Morgan Stanley. Cedar Ekblom: I have a question on the Gemini cost savings. I'm looking at that slide that you put together, and it looks like the bulk of the benefits come on the bunker side of things, which I think makes sense. What I am surprised about is why the asset turn benefit is not higher? Maybe you could just talk through like what I'm missing there. Maybe I've just thought that the asset turn would be better. You could optimize the network more, long voyage, big vessels, feeder vessels, et cetera. I'm just trying to understand that split that the bunker number and the asset turn number are not sort of closer to each other? Vincent Clerc: Yes. Thank you, Cedar. I think let me try to explain that I think the asset turn, it depends also on what is your base. We had an extremely high utilization last year. So we've been able to lift this with 0.5%. We're continuing to look at whether we can actually increase that number in the coming quarter. The bunker, we can very much control because that -- as soon as you're into the deployment, since we measure it against the capacity, we get the full saving calculated there. And we've tried to disaggregate that because we could have just done this in terms of total unit cost per container, and I would have mixed the bunker and the efficiency on the fleet or on the utilization. So I think the bunker, we see 100% of the saving right away. As long as we deliver on the reliability, this will be pretty steady. I think on the asset turns, this is where I think we have some opportunity to continue to fine-tune and improve the network. So this one, I would look at as still having a bit of leg that we need to exploit in the coming quarters. Cedar Ekblom: Okay. And then, yes, just a follow-up there. So obviously, container handling unit cost at a fixed banker hasn't really come down year-over-year. It obviously has come down sequentially, which is helpful. Could you give any sort of guide around how to think about that sort of container handling cost on a unit basis or maybe network costs on a unit basis? Like are we talking about a 5% decline from here unit-wise? Or I don't know if you could help us quantify how to think about that run rate into '26? Vincent Clerc: Yes. So the issue with container handling is the fact that, as I mentioned, with an average market growth at 4% and a head haul growth at 7%, trades become more imbalanced. And then under container handling, the amount of empty containers we're moving around increases because there is just more containers going one way and fewer containers going the other way. And that means more empty repositioning. And that's what I mentioned in the slide for China. I think as we see this imbalance continue to grow, it's important that we understand that we're going to need more and more capacity to cater for growth because it's more and more asymmetrical because between the head haul and the backhaul, but it will also increase our cost per FFE above that because of the increasing balance and more empty containers being moved around. Operator: Our next question comes from Kristian Godiksen, SEB. Kristian Godiksen: Yes. Also a couple of questions on the Gemini part. So just a house of question to start out with the improvement in Terminals, is that in the -- is that for the hubs and hence, included in the Ocean part of the business? Or is that for the Terminals business? And then if you could maybe comment a bit on the unit cost advantage you see compared to the peers that are not using the hub and spoke model? And then maybe just finally sneak in a question on whether you've had any preliminary discussions with the clients on a potential price premium for your higher schedule reliability? Vincent Clerc: Yes. Thank you, Kristian. So I think the -- what is important with Gemini from the gateway perspective is the fact that before when we were in 2M, we were paired with probably the other line that has the most comprehensive terminal portfolio. And it means that in a lot of locations, we have to split volumes between the different parties. Here, we are with a partner that has less -- much less of a terminal portfolio. And it means that net, we're getting more locations where 100% of the throughput is not split between 2 different facilities, but it's all going to our facilities. So for the gateways, this is very, very positive because they get the full 100% of the support from Gemini. And that is something that is an uplift for this, and it will last for as long as Gemini lasts. So it's quite positive. On the unit cost, I think we're going to need 1 or 2 quarters more of data from also the competition to know because we can see how much we have saved sequentially and how much we have saved year-on-year. Obviously, the world doesn't stand completely still. They will also do certain things. What we can see with the numbers that have been released so far is that we're making more progress on unit cost than what they're making, and we attribute this to Gemini, which is the big thing that we did to lower our unit costs. So we're quite positive on the fact that we are opening up a gap now with Gemini that is going to be -- that is going quite handy, especially in the current rate environment, and we will continue to work at making it as big as possible. Then finally, on customer discussion, I want to say that the customers' reaction is really very, very positive. Obviously, for the premium, this is a conversation that we have started, but it's a bit too early to talk because we need to be certain also that we have a long enough track record that it unlocks value for them that we -- where we can then capture some of that value for us. So for instance, concretely, today, every customer has a buffer stock and that reliability needs to unlock a reduction of that buffer stock. They need to trust that this has weathered sufficient ups and downs and be steady that they can take out some of that buffer stock. And if they do, they pocket that saving and then we can capture some of it in form of a premium. I think that process is starting. It's a long-haul process to take place, but certainly something that where we see some potential at least to capture some value, but we need to -- it's just a few months. It's the first quarter we're going with it today, where we have the full Gemini. Some of them have been in transition with -- not everything is yet fully in a place where value has been unlocked yet, but we're very positive with the discussion so far. Operator: Our next question comes from Jacob Lacks, Wolfe Research. Jacob Lacks: So you've discussed in the past maybe a bit of a shift in how quickly contracts get repriced when the market is tightening up. Have you seen customers actively work to reprice contracts again with rates moving lower now? And to that end, do you think the current rate environment will largely be reflected in Q4? Or could there be some incremental pressure in '26 when new contracts are signed? Vincent Clerc: So we've not -- thank you, Jacob. We've not seen any big movements on contract being open now, which since the contracts have been trending down during Q3, and it was not very timely for people to do it until they -- when they know they have the negotiation coming soon and as long as things are moving their way. So I think that from that perspective, that's one of the things that also holds the contract good. So those have not moved. You will have noticed that over the past few weeks, the rates have actually come up again a little bit. It's too early to call anything on the contracting season. I think we'll have certainly a discussion around this in February when we come with the full year guidance for 2026, and we have some of the early negotiations under wrap. But I think for now, what we have seen in terms of behavior from customers is that whatever the price did during Q3 did not lead to customers actually reopening contracts or wanting to have commercial discussions on price. And contract adherence has been quite strong as well. So it's not like the volumes just disappeared. I mean they were living up to their commitment. Operator: The next question comes from James Hollins, BNP Paribas. James Hollins: Obviously, you discussed buybacks a lot pretty important to the market. I was just wondering, I mean, clearly, another way you might not do buybacks is aggressively pursuing M&A. I was wondering how you're looking at M&A if we are indeed looking quite extensively and globally at potential deals? And secondly, a bit of a sort of generic question, but as I look at consensus for 2026 Ocean, Bloomberg consensus has a loss of $2.8 billion. I mean that would be a business scenario like 2009, you'll come to deposit [ $1.7 billion ], apart from showing how on that forecasting. Maybe just get sort of your view on how you would see, I guess, particularly that Bloomberg consensus against the reality of what you might see in this industry based on someone that's been in it a long time, your work on cost, your work on the alliance and basically whether that's way too pessimistic. Vincent Clerc: James, I think let me start with the 2026 and give you the standard answer that I look really forward to talking about it in February. But before that, I think we'll have to pause on giving any type of views. With respect to the M&A I think what we need to remember is that all 3 segments that we operate in are actually over time, segments with -- that are quite competitive and very low margin. So when I hear something like aggressive pursuit of M&A, I hear a premiums that will be difficult to justify through synergies afterwards and a lot of risk to destroy shareholder value. So whereas we've said it and we continue to say that M&A will be a part of the continued repositioning of Maersk. And whenever we see opportunities, we have both the wherewithal and the interest to pursue them, but maybe an aggressive thing right now, given some of the outlook is not necessarily something we will pursue. Operator: Our next question comes from Parash Jain, HSBC. Parash Jain: I mean just first with respect to Red Sea, I know nobody has a crystal ball, but given the recent developments, is it first half of next year looks more likely than ever before? And my second question is, we heard a lot about front-loading by the U.S. retailers, in particular, now that we are well into the peak season, are there any signs of front-loading, which has been reflected into the fourth quarter's volume run rate? Vincent Clerc: Yes. So for the Red Sea, let me start by saying that, obviously, the ceasefire in Gaza is a significant -- first, it's a great thing for people in Gaza and for the world in general. But it is also a significant step towards being able to reopen the Suez Canal since the -- the situation in Bab al-Mandab and in Gaza have been linked since the beginning. I think the way we think about this is that we need now to make sure that this moves into a process where it becomes clear that the ceasefire is entrenched and doesn't risk going backward at some point and then we fall back into a new phase of a conflict. And that's the situation we're monitoring quite closely. And we're also figuring out what is the posture of the Houthis specifically to see if we can start to have a safe passage. So I would whether it's more likely now to be early at some point or whatever, I think if the ceasefire holds, then I think we've crossed a gate and made a big step towards returning through the Red Sea. But I think we need to see that get entrenched, and we need to see the process move ahead. And once that happens, then we'll have a better view of what that means for a return to the Red Sea. Then in respect of front-loading, I think there was a lot of discussion on front loading, especially end of '24, beginning of '25 before the tariffs in April. We certainly saw following the implementation of tariff that things softened in North America. And we certainly still have seen this still into the third quarter and even, I would say, during the month of October, I will say that what we're seeing now is there is somewhat of a push also into the U.S. for some of the seasonal goods to get there. So I think from a demand perspective, very resilient demand across all geographies and the U.S. that is picking up a bit of pace following this month between April and October that have been a bit more soft. Operator: Our next question comes from Alexia Dogani, JPMorgan. Alexia Dogani: Just firstly, could you explain a little bit the unit revenue development because we're struggling to reconcile with the trade lane numbers you report on the group level. If you can just explain how it normally developed as per the 6-week lag, the spot versus the contract, has it performed versus expectations, whether it's underperformed or overperformed because, yes, struggling to reconcile a little bit the outcome. And secondly, on the unit cost, again on Ocean, I mean, clearly, you talked positively about the Gemini contributions. But overall, your unit cost at constant bunker is only down 1% despite you growing 7% capacity and 5.5% volumes -- sorry, the other way, 5.5% capacity, 7% volume. So when we look at into next year, what further cost savings can you deliver if there is less volume growth because I imagine the capacity benefits annualized. And then finally, obviously, the IMO has now delayed its kind of net zero initiatives. How should we think about the implications for industry capacity discipline? And I guess, more importantly, for yourselves that have invested in green CapEx, which comes at a higher cost. And so it kind of takes you in a relative disadvantage? Vincent Clerc: Yes. There's quite a few questions. So let me try to cover that to the best possible. I think, first of all, when you look at the cost, there is one element that we're missing. And it is that the net position that we have on our different VSAs, whether it's a plus or a minus is reported under other revenue. And the fact is that our position in 2M was balanced and our position in Gemini is that of a net seller of capacity. And that means that out of the 11% that you see in growth in the network cost, half of that is due to that net position. And once you take that out, then the growth of our network cost is actually 5.5% for 7% volume increase. So I think that's just important to position this. We see the unit cost being decreased. The biggest efficiency is because we've chose to slow steam and be reliable is going to be seen on bunker. So that was always -- it doesn't matter so much which line item it shows, but we've made choices. We could have gone a bit faster and save a few ships and also generate some cost savings that you would have seen more on the network cost. We've chosen to really focus on bunker. So I think for the unit cost, there is this -- when we look forward, I think we have 3 levers for cost savings, for further cost savings. One is the expansion of Gemini. Two is actually some of our other costs here under organizational cost that we're looking into. And then finally, I think as the rates soften, we will see also a softening in the time charter market, and that will generate further savings in the unit cost that we have by basically being able to lease ships at a cheaper price. So those are, I think, the 3 key things. I will say that we anticipate -- you mentioned like less volume growth. We don't expect necessarily less volume growth, but we'll talk about this in February. But I think that's not an assumption we should have. So that's both for the unit cost and the growth. The IMO, I would say, from a CapEx perspective, it's -- what happened at the IMO is a nonevent. Seen from that, that today, every single ship that is on order more or less is a -- has a dual fuel engine. It's either dual fuel LNG bunker or it's dual fuel methanol bunker. And I think everybody understands that it makes sense when you take a bet on the next 30 years by ordering a ship that you cannot just base yourself on what the IMO is doing now, but you need to understand what optionality you have for the next 30 years. And I don't expect that people will start to order only bunker ships because they will think that for the next 30 years, this is not -- green transition is not going to be an issue at all. So I think from that perspective, I don't think operationally, IMO is a problem. I don't think CapEx-wise, IMO is a problem. It's a problem to execute the energy transition because definitely, it's a loss of momentum. But from an operational perspective, we are not at disadvantage, and I don't think it's going to change order behaviors or supply and demand. Patrick Jany: And let me come back on your rate on your first part of your question. So what you have to consider is that we have increased the share of short-term rates in our mix, as you can see as well in our disclosure to 53% compared to 47% long term in the quarter, and which was positive during Q2, Q3. As short-term rates decreased during Q3, you see that our full year estimate for '25 sees an increase of the long term. So we are pushing the contract fulfillment and the long-term rates, which are more resilient to the erosion of the rates in the short term. So you have a progressive change of mix constantly to optimize the revenue there. Another factor when you try to reconcile is also the very different geographical evolution of the rates. So the North -- the East-West rates are the ones which we always follow very publicly and those ones came down. However, you do have much more resilient rates development in North-South and then the interregional rates as well. So that's a bit of a mix that you see always in our total figure. I hope that helps. Operator: Our next question comes from Marco Limite, Barclays. Marco Limite: So my first question is on demand because you are talking about a fairly strong demand, while some of your competitors in other subsectors are talking about soft demand. You have also mentioned that you expect U.S. demand being sort of strong over the next 6 months. And then also, you have mentioned that China outbound has grown 7% and expect a similar rate going forward. Do you -- what kind of visibility have you got on basically these assumptions? And especially the fact that China has been very strong this year is not that a risk for growth next year on a very high comps, is the first question? And the second on capital allocation. We have been discussing about potential for M&A and share buyback and so on. But when we think about terminal expansion, I mean, this week, you announced a $2 billion investment in the terminals. But first question is that on your balance sheet or off balance sheet as you have got a minority stake. But more in general, is it a problem for you to have, let's say, the terminal business in the overall Maersk umbrella, where, of course, you cannot take a lot of leverage, but terminal business needs big CapEx investments and also a larger balance sheet buffer? Vincent Clerc: Yes. So on -- let me start with the demand. First of all, the strength of the demand, if I look at year-to-date, both last year and year-to-date, I mean, this is -- I hope this is undisputed by anybody, at least when it comes to container traffic because you can verify it in the CTS statistics, [ GOC ] statistics and any other widely available port statistics that you can find. So is the fact that China makes up a large part of this and that this shows no signs of abating. So personally, I don't see any reasonable argument or data source that would go against the fact that demand has been above 5% last year and will be around 4% this year, which is actually quite significant. The demand from China and the growth from China, at least so far shows no sign of abating. And unless at some point, somebody can point to a reason for why this would abate, then I think it's a reasonable assumption to say that if there is no reason for it to slow down or stop, then why would it? And then you can discuss whether given -- as you mentioned, given the comps, whether it's going to continue to be 11% or that the base becomes so big that it becomes 10% or 9%. But the fact is that it's still quite significant. And at least so far, as we show in the graph, the last 2 years has been accelerating, not decelerating. So I think from a demand perspective, we feel quite confident that demand growth is very strong. There's a lot of cargo out there to move, and that has a lot to do with China. And I think that there is ample data to back that up. You want to? Patrick Jany: Yes. On your question on the capital allocation and terminals. I think -- so first of all, on the capital allocation, I think our first priority is organic growth, and we have always said that we would dedicate the sufficient funds to grow in Logistics, grow in Terminals and renew our fleet for Ocean. That is part of our guidance of the $10 billion to $11 billion CapEx over 2 years. So that's factored in. I think what you have to see is actually Terminals is a brilliant business that complements Ocean. We capture a lot of the value as we actually just showed on Gemini of the value of the Ocean leg into the port, right? And the margins there are actually higher than in Ocean. So it is good to have. It comes with, I would say, a high CapEx profile when you have new terminals, but a lot of the CapEx is actually expansion of existing, right? Of existing capacity where you can grow. And then you have a few new ones which are planned. We just announced the -- we just opened one recently and there are others in the pipeline, which, again, are absolutely included in our guidance and do make absolute good sense. Overall, I would say it is still an asset-lighter business than Ocean is. So it's absolutely fine with our balance sheet, and we have the balance sheet structure and financing to fund that development as well. Operator: Ladies and gentlemen, that was the last question. I would now like to turn the conference back over to Vincent Clerc for any closing remarks. Vincent Clerc: Thank you again for joining us today. And to summarize the discussions, we have demonstrated strong execution in this quarter in which uncertainties did persist in the external environment, but where we carried to deliver strong results across the whole business portfolio. We've made good progress across the portfolio and continue to see supportive demand, and this has allowed us to narrow the full year guidance. We look forward to seeing many of you on our upcoming roadshows and investor conference. Thank you for your attention again, and see you soon. Bye-bye.
Rebecca Morley: Good morning, and welcome to the Enbridge Inc. Third Quarter 2025 Financial Results Conference Call. My name is Rebecca Morley, and I'm the Vice President of Investor Relations and Insurance. Joining me this morning are Greg Ebel, President and CEO; Pat Murray, Executive Vice President and Chief Financial Officer; and the heads of each of our business units: Colin Gruending, Liquids Pipelines; Cynthia Hansen, Gas Transmission; Michele Harradence, Gas Distribution and Storage; and Matthew Akman, Renewable Power. [Operator Instructions] Please note, this conference call is being recorded. As per usual, this call is being webcast, and I encourage those listening on the phone to follow along with the supporting slides. We will try to keep the call to roughly 1 hour. And in order to answer as many questions as possible, we will be limiting questions to one plus a single follow-up if necessary. We'll be prioritizing questions from the investment community. So if you are a member of the media, please direct your inquiries to our communications team, who will be happy to respond. As always, our Investor Relations team will be available following the call for any follow-up questions. On to Slide 2, where I will remind you that we'll be referring to forward-looking information in today's presentation and in the Q&A. By its nature, this information contains forecast assumptions and expectations about future outcomes, which are subject to risks and uncertainties outlined here and discussed more fully in our public disclosure filings. We'll also be referring to non-GAAP measures summarized below. And with that, I'll turn it over to Greg Ebel. Gregory Ebel: Well, thanks very much, Rebecca, and good morning, everyone. Thanks for joining us on the call today. Before we start, I'd like to take a moment to congratulate Cynthia, who announced plans to retire at the end of 2026. Her outstanding leadership and dedication to Enbridge over the past 25 years is inspiring, and I'm grateful that she'll be continuing to provide guidance to our executive team through the end of next year. I'd also like to congratulate Matthew, who will transition to President of our GTM business at the end of this year as well as Allen Capps, who has been appointed to succeed Matthew as the Head of our Corporate Strategy Group and President of our Power business. As we've said before, and it remains true today, our investment in people creates a deep bench of executive talent to ensure a smooth transition and strong leadership as we move forward. Now moving on to our agenda for this morning. I'm excited to share another strong quarter and highlight the significant progress we've made throughout all segments of our business. It has been a busy quarter for us with new projects serving a wide range of customers across our core franchises. We're going to start today with an update on our financial performance, execution of our increasing number of secured growth projects and prospects. And I'll also highlight the strong returns and stability our business continues to demonstrate and provide an update on each of our four franchises. Pat will then walk through our financial results and capital allocation priorities. And lastly, I'll close the presentation with a few comments on our First Choice value proposition before we open the line for questions from the investment community. We had another strong quarter of results, including record third quarter adjusted EBITDA. That growth was driven by incremental contributions from a full quarter of U.S. gas utilities and organic growth within our gas transmission business. This keeps us on track to finish the year in the upper half of our EBITDA guidance, and we expect to land around the midpoint of our DCF per share metric. Our debt-to-EBITDA is 4.8x for the quarter and remains within our leverage range of 4.5 to 5x. Our assets remained highly utilized during the quarter with the mainline transporting approximately 3.1 million barrels per day, a third quarter record, thanks to strong demand. We reached positive settlements at both Enbridge Gas North Carolina and Enbridge Gas, Utah, which we expect to drive growth as rates begin to take effect. We're still on track to sanction Mainline optimization Phase 1 this quarter and Phase 2 next year, and we'll get into more details on those projects during the business update. Over the quarter, we added $3 billion of new growth capital to our secured capital program, showcasing continued execution on the commitments we laid out last Enbridge Day. In liquids, we sanctioned the Southern Illinois Connector, adding incremental egress out of Western Canada and providing a new long-term contracted service to Nederland, Texas. In Gas Transmission, we sanctioned expansions of our Egan and Moss Bluff storage facilities to support the LNG build-out along the U.S. Gulf Coast. And in the deepwater Gulf, we're expanding our previously approved Canyon system to provide transportation services for bp's recently sanctioned Tiber Offshore development. And earlier in the quarter, we sanctioned the Algonquin Gas Transmission enhancement project in the U.S. Northeast as well as the Eiger Express gas pipeline out of the Permian. And finally, we have advanced a joint venture with Oxy to develop the Pelican CO2 hub in Louisiana. These projects demonstrate the competitive edge from our all-of-the-above approach and our ability to meet growing energy demand across all parts of our business. Now let's look at our value proposition and recap our year-to-date execution before diving into the business updates. Enbridge's low-risk model continues to deliver superior risk-adjusted returns in all economic cycles. Our cash flows are diversified from over 200 high-quality asset streams and businesses that are underpinned by regulated or take-or-pay frameworks. Over 95% of our customers have investment-grade credit ratings. We have negligible commodity price exposure and the majority of our EBITDA has inflation protection. All of this results in Enbridge's industry-leading total shareholder return while maintaining lower volatility compared to peers and broad index constituents. Looking ahead, Enbridge's utility-like business model remains well-positioned and policy support for new investment in critical projects is improving, creating a business environment that incents coordination, dialogue, and growth. And I'm very pleased with how the team continues to grow the business and excited by the opportunities ahead for Enbridge. With that said, let's jump into the business unit updates, starting with Liquids segment. Mainline volumes had another strong quarter, delivering a record 3.1 million barrels per day on average for Q3. The system was a portion for the entire quarter, reflecting continued strong demand for Canadian crude and the need for reliable egress out of the Western Canadian Sedimentary Basin. Given the continued strong demand for the Mainline this year, we expect to reach the top of the performance color ahead of when we initially anticipated. This is a great sign for us and our shippers. We're achieving the maximum allowable returns under the mainline tolling settlement, delivering competitive value to our shareholders and our alignment with customers incentivizes us to move the increased volumes and provide them with access to the best markets. This leads in well to mainline optimization projects that I'll discuss shortly here, in addition to the previously announced projects like Mainline capital investment. In the U.S., we sanctioned the Southern Illinois Connector project, which is backed by long-term contracts for full path service from Western Canada to Nederland, Texas. Once complete, the new pathway will add 100,000 barrels per day of contracted full path capacity to the U.S. Gulf Coast via a 30,000 barrel increase per day on Express-Platte system, 56 miles of new pipeline between Wood River and Patoka, and utilization of 70,000 barrels per day of existing capacity on the Spearhead Pipeline. Looking ahead at additional egress projects, we are continuing to advance approximately 400,000 barrels per day of incremental capacity to the best refining markets in North America via mainline optimization Phase 1 and 2. MLO1, which will add 150,000 barrels per day of incremental egress is entering the final stages of customer approvals. and we are still on track to make FID this quarter and place the project into service in 2027. MLO2 has made significant progress as well, and that project could now add another 250,000 barrels per day of additional capacity in 2028. This second phase of mainline optimization will utilize capacity on the Dakota Access Pipeline, and we're happy to announce that we're teaming up with Energy Transfer to make that happen. So stay tuned for more on MLO2, including an open season announcement early in the new year. Relative to potential greenfield projects that would require significant energy policy change, these brownfield opportunities offer the quickest and most cost-effective way to adding close to 500,000 barrels a day of capacity to satisfy the near-term production increases forecasted out of the basin. Finally, for liquids, we added the Pelican sequestration hub to our backlog, a project in Louisiana, which will provide transportation and sequestration for 2.3 million tons per year of CO2 and is underpinned by 25-year take-or-pay offtake agreements. We will partner with Occidental Petroleum to advance the hub with Enbridge managing the pipeline infrastructure, while Oxy develops the sequestration facility. Now let's turn to our gas transmission business. This quarter, we've sanctioned an additional capital-efficient connection to our Canyon pipeline system to support bp's Tiber development in the deepwater Gulf. Originally announced last October, the Canyon system will transport both crude oil and natural gas under long-term contracts with the Tiber system expected to cost USD 300 million, taking the total Canyon pipeline development to about USD 1 billion and entering service in 2029. In the U.S. Northeast, the AGT Enhancement will increase capacity of the Algonquin pipeline, providing additional natural gas to the critically undersupplied U.S. Northeast, serving local utility demand and reducing winter price volatility. That project is expected to cost USD 300 million and enter into service in 2029. Switching over to the Permian. The Eiger Express Pipeline is a 2.5 Bcf a day Permian egress development running adjacent to the operating Matterhorn Express system and is now sanctioned and expected to enter into service in 2028. Since our initial 2024 investment in the Whistler joint venture, which holds these pipelines, we have invested $2 billion in operating assets and sanctioned another $1 billion of capital expected to enter service through 2028. Also in the Gulf region, we've sanctioned two natural gas storage expansions to support the market, which continues to tighten due to increased LNG, Mexican exports, and regional power demand. Egan and Moss Bluff storage systems, both salt caverns with exceptional connectivity and withdrawal rates are being expanded to offer a combined 23 Bcf of incremental capacity. We expect to invest approximately $500 million in these facilities at 5 to 6x EBITDA builds and come into service in phases through 2033. It's worth taking a moment to dive a little deeper into the growing North American storage market and how we are positioned to serve our customers. Between Moss Bluff and Egan as well as the expansion of Aitken Creek announced last quarter, Enbridge is now set to add over 60 Bcf of new natural gas storage directly adjacent to the major LNG centers in North America. These expansions will come in a timely manner as there is over 17 Bcf per day of additional LNG-related natural gas demand expected to enter service by 2030. This demand dramatically shifts supply economics and increases the importance of strategically located storage capacity. We are connected to all operating U.S. Gulf Coast LNG terminals and continue to invest heavily in infrastructure to enable the future growth of North American LNG. To date, we have sanctioned over $10 billion in projects with direct adjacency to operating or planned export facilities. There is a growing storage deficit across the U.S. Gulf and British Columbia coasts and having existing assets with the opportunity to execute brownfield expansions is incredibly valuable to our customers and investors. Through acquisitions and expansions, we have positioned ourselves as an industry leader in the storage space. With more than 600 Bcf of storage across our North American businesses, we can strongly support our customers as they continue to build out North America's LNG capacity and navigate the overall power demand growth we are expecting in the future. Now let's spend a few minutes recapping all the work we've done in Gas Transmission segment since Enbridge Day earlier this year. At our Investor Day in March, we shared Enbridge's $23 billion gas transmission opportunity set, noting the potential to FIT up to $5 billion in projects within 18 months. This opportunity set has grown since then. And today, a little over 6 months later, we've already announced over $3 billion of new projects across our footprint, serving all pillars of natural gas demand growth, including reshoring, LNG, coal-to-gas switching and data centers. With over 23 Bcf a day of new gas demand coming online by 2030, critical investment will be needed to ensure reliable service for customers. And with this list here, you can see we are doing our part, deploying capital to meet the significant increase in natural gas demand across North America regardless of the end-use market. Now let's turn to our gas distribution business. The GDS segment is yet another way for us to capitalize on power demand theme. We've seen data center and power gen opportunities continue to be a tailwind for the segment with over 50 opportunities that could serve up to 5 Bcf a day of demand, including almost 1 Bcf per day of demand for already secured projects. During the quarter, we also reached positive rate settlements with two of our U.S. utility regulators, which are currently being reviewed for final approval. In North Carolina, allowed return on equity increased to 9.65% on an equity thickness of 54%, resulting in a revenue requirement increase of some USD 34 million. The settlement also introduces additional rate riders that allows for quick cycle return of capital for our major projects in North Carolina. These rates came into effect on an interim basis on November 1. In Utah, we filed a settlement for a revenue requirement of USD 62 million, which supports continued investment at attractive returns. We are expecting a rate order before the end of the year with rates to come in effect on January 1, 2026. Both these rate cases showcase the importance of natural gas as a safe, reliable source of affordable energy. Now I'll continue with the power demand theme with our Renewables segment. As you can see from this slide, renewable projects have been a great place to invest in the last few years, driven by strong PPA prices, decreasing supply costs, and the associated tax benefits. The four projects on this slide showcase over 2 gigawatts of power backed by agreements with some of the largest technology and data center players in the world, including Amazon and Meta. Fox Squirrel and Orange Grove are currently operational. Sequoia Solar will fully enter service in 2026 and Clear Fork will follow entering service in 2027. Looking ahead, we still have a number of projects in the queue that we're advancing. But as always, we'll remain opportunistic and continue to stand by our strict investment criteria. With that, I'll now pass it to Pat to go over our financial performance. Patrick Murray: Thanks, Greg, and good morning, everyone. It's been another strong quarter across all four business units, thanks to continued high utilization of our assets as well as recent acquisitions. Compared to the third quarter of 2024, adjusted EBITDA is up $66 million, DCF per share is relatively flat and EPS is down from $0.55 to $0.46 per share. The decrease in EPS is primarily due to the profile change associated with our gas utilities, where Q3 tends to be a softer quarter for EPS as EBITDA is seasonally lower, but items such as interest and depreciation remained flat quarter-over-quarter. In Liquids, despite the strong mainline volumes, contributions from the Mid-Con and U.S. Gulf Coast segment are tracking lower due to tighter differentials and strong PADD II refining demand. In Gas Transmission, we experienced a strong third quarter with favorable contracting and rate case outcomes on our U.S. gas transmission assets and contributions from the Venice extension and the Permian joint ventures we added since last year. The Gas Distribution segment is up relative to last year, thanks to a full quarter contribution from Enbridge Gas North Carolina as well as benefit of the quick turn capital we experienced within our Ohio utility. In Renewables, results were up from last year with higher contributions from our wind assets and from the Orange Grove solar facility recently placed into service. Higher financing and maintenance costs from the acquisition of the Enbridge Gas North Carolina assets kept DCF per share relatively flat year-over-year. I'm pleased to once again reaffirm our 2025 guidance and growth outlook across all metrics. Our resilient business model positions us to deliver strong and predictable results through all cycles. We remain confident we will achieve full year EBITDA in the upper half of our guidance range of $19.4 billion to $20 billion, but don't expect to exceed the top of the band. As we mentioned on previous quarterly calls, due to higher interest rates, particularly in the U.S., we continue to expect DCF per share at the midpoint of our $5.50 to $5.90 per share guidance range. Mainline volumes, FX rates, and the acquisition of an interest in the Matterhorn Express Pipeline earlier in the year continue to be the tailwinds to the full year guide. This is partially offset by higher interest rates, along with tight differentials and strong PADD II refining levels, which are expected to continue into the fourth quarter and thus have been reflected as an additional headwind relative to our assumptions heading into the year. Now let's quickly discuss our capital allocation priorities. We remain firmly committed to a thoughtful capital discipline process, remaining within our $9 billion to $10 billion per year annual growth investment capacity as we pursue the wide suite of opportunities ahead. Our highly contracted cash flows support a growing and ratable dividend within our 60% to 70% DCF payout target range, ensuring long-term shareholder returns. We've grown our dividend for 30 consecutive years, a real testament to the stability of our business and the fundamentals that underpin it. On the leverage front, our consolidated net debt to adjusted EBITDA remains comfortably within our target range of 4.5 to 5x. This quarter, we saw $3 billion of newly sanctioned capital advanced. As I've mentioned in the past, I like the fact that we're generating opportunities in all of our businesses, supplementing the next few years with accretive projects while also adding visibility into the back part of the decade with opportunities like our gas storage expansions and our offshore gas transmission projects, which we've announced this quarter. Our capital allocation focus will remain with brownfield, highly strategic and economic projects supported by underlying energy fundamentals, and I'm excited to see this opportunity set materialize into the future. With that, I'll pass it back to Greg to close the presentation. Gregory Ebel: Thanks very much, Pat. It was indeed a busy quarter on the growth capital side, and I'm extremely pleased with the progress we've made since Enbridge Day in March. The North American energy landscape continues to evolve with energy demand driven by LNG development, power generation, data centers and baseload growth. Enbridge will continue to play a pivotal role in that growth within a disciplined framework that delivers consistent long-term shareholder value. Our low-risk utility-like business with predictable cash flows is underpinned by long-term agreements and regulatory mechanisms that has allowed us to increase our dividend for 30 consecutive years across a wide range of economic cycles and conditions. Going forward, we expect to achieve 5% growth through the end of the decade, supported by our $35 billion in secured capital. Our scale offers optionality that few in our industry possess, and we'll continue to evaluate accretive investments across our footprint. Lastly, I'll just point out one housekeeping item. As has been typical, we intend to issue our '26 guidance for investors in early December. So please watch for that announcement on December 3. With that, I'll open the call to questions. Operator: [Operator Instructions] Your first question today comes from the line of Spiro Dounis from Citi. Spiro Dounis: I wanted to start with gas distribution and storage. The release mentioned seeing an acceleration there in commercial activity and it sounds like demand from data centers and power being those initial expectations. So just a multipart question here, but curious what's suddenly driving that acceleration, if there's a particular region where you're seeing it? And how are you thinking about the time frame for when these could start to materialize? Michele Harradence: Sure. So it's Michele Harradence here, Spiro, and happy to discuss that. And I would say we're seeing it across the board. I mean that's the real value of the diversity of the utilities we have. So -- when we look at about the projects that make up that 7 Bcf or so of data center opportunities that we're talking about, we divide that aspect into what I'd call our baseload demand, our data centers itself and the coal to gas. So it's a lot about power generation. It's the electrification tailwind that we've talked about. So you could bucket that, I would say, the baseload demand is there in Ontario, it's there in Ohio, it's there in Utah, data center growth, lots of early-stage developments in Ohio and Utah in particular. I would say we're seeing up to 8 gigawatts between the two of them. And that's some of the early-stage developments we're seeing. And then the mid-stage stuff, we're estimated to be serving over 6 gigawatts in those two jurisdictions alone. And Ontario has a lot of growth as well. And then finally, coal-to-gas conversion, again, to support power generation would be in North Carolina. But really, when we look across all the capital opportunities we have for GDS, that's maybe 20% of what we're looking at is the data center and power generation opportunity. I mean just the good standard core utility growth, leveraging our modernization program, still lots of opportunity there. We're seeing a lot of what I'd call major projects. We just put our Panhandle regional project into service. That's close to $360 million in Southwest Ontario. We have our Moriah Energy Center, the LNG plant in North Carolina. We have 215 Phase 1 and 2 in North Carolina. That's -- those two combined are USD 1.2 billion alone. We're doing a reinforcement project in Ontario up in Ottawa. That's another $200 million. I mean, there's a lot of growth and opportunity going on in the utilities. And then our residential growth, although it softened in Ontario, continues to be strong in places like North Carolina and Utah, where there's a lot of folks coming. And finally, we're looking at our storage opportunities, and there's a good chunk of our capital that continues to go to storage for us. So a good suite of capital there, but hopefully, that answers your question. Gregory Ebel: Yes. Good upside, Spiro, from what we thought when we bought the assets 2 years ago. We didn't -- a lot of the folks hadn't seen the data center, particularly in places like Ohio, we knew Utah and North Carolina would grow nicely. But Ohio, the opportunity there that's happening on the industrial side and the power side and data center related is really great. I think people are kind of forgetting the fact it's not just about power right across the board, not only the secondary benefits, i.e., industrial growth, caterpillars, GEs, et cetera, having to build things and equipment, there's tertiary growth associated with DC and AI, which is really going to drive all these commodities, including oil, as you see, higher GDP, higher industrial growth. Who's building all this stuff? They're using gasoline, they're using diesel, they're using oil. And that -- so I see it right across the entire system. Spiro Dounis: Great. That's helpful color. Second question, maybe just going to Line 5. You all recently received a favorable decision from the Army Corps there. And it sounds like you expect state permits to be confirmed soon. So just curious how you're thinking about starting construction on that segment? And how do the outstanding item in Michigan play into next steps here? Colin Gruending: Sure, Spiro. It's Colin here. So I'll try to abbreviate this answer, sometimes Line 5 questions get a little longer. But I would say that the permitting on both the Wisconsin reroute and the Michigan tunnel are regaining momentum, obviously, with the White House and energy security and just getting things done. So I would say that we are -- in Wisconsin here, we're awaiting the administrative law judges findings on the hearing that we've recently completed should have that soon. And we'd look to complete the Wisconsin reroute in 2027 and the tunnel is a few years behind that. Operator: Your next question comes from the line of Aaron MacNeil from TD Cowen. Aaron MacNeil: It's great to see the new disclosure around Mainline optimization Phase 2. Am I right to view this as an acceleration in terms of the cadence that you're planning to offer expanded egress to Canadian producers? And if so, what's driving that expedited timing? Is it customer demand? Is it sort of a race to be first to market? How should we think about it? Gregory Ebel: Well, maybe I'll start with a little context because I think you're right. This is maybe not one some people expected, although I'd say people have always underestimated what we can do with that super system. So remember, first of all, you got customers out there that are in particular Canadian customers looking at from an oil sands perspective, you don't have the type of depletion issues that are going on in some of the shale plays. You've got a strong U.S. dollar, which is critical, driving netbacks. So you got quite a different environment going on, obviously, in Canada and some other jurisdictions that analysts may focus from that perspective. But really the attitude of customers and what we can offer. But Colin, do you want to talk about that super system element of it? Colin Gruending: Yes. I think -- I don't know that it's an acceleration here per se. I think it's being game on here for a while here. And I think the Canadian basin, as Greg was saying, is it turns out relatively advantaged compared to other basins. So maybe we have lost focus on it, but our customers haven't. And we've been all over the fundamentals, we see that 500,000, 600,000 a day of supply growth by the end of the decade. And I think our announcements here line up with what we talked about at Enbridge Day generally. I mean, the team is working hard on this, and I'm very proud of them, the engineering and commercialization of it is very creative and trying to seize the moment. Yes, if there's bigger policy unlocks, there could be much more upside to monetize the trillions of dollars of value up in Northern Alberta. But even under the base case, the 600,000 a day is significant. We have, I think, consistently talked about our southbound playbook. And again, if there is an unlock much bigger, then the West solution can come into focus, kind of a companion to that unlock. But in the base case, South is where it's at. Our customers prefer that direction, integrated business models, lots of big efficient, long-lived refineries that are very competitive and of course, less competition now from Venezuela and Mexico, inbound heavy. So Canadian Oil will gain market share in that basin. I think our solution set is unchanged. We're proud to sanction Southern Illinois Connector. Maybe in baseball terms, that's our leadoff hitter, and it's now on base. We've sanctioned this. This is a dual flow path, 30,000 new egress on Platte and the other 700 coming down our spearhead pipeline existing capacity, and we're going to move that on ETCOP with our -- which we partially own with our partner Energy Transfer. MLO1 is at the plate right now, and we expect to make commercializing announcement here in the next couple of months before year-end. Again, that's 150 a day. I think that's well chronicled. It's capital efficient. permit light using existing pipe in a right of way. And recall, we've already successfully run an open season on the Flanagan South path through Seaway with our partner enterprise products. So that's well advanced. So MLO2, continue the analogy here, I'd say is in the batter's box. And as Pat and Greg mentioned, it's got a bigger bat than we thought we had before. We've upsized that from 150 to 250 a day. And again, similar to MLO1, existing pipe and right of way. And so again, using joint venture partners, this is all coming together nicely, not an acceleration, but I think continuing through here and hopefully get the basis loaded. Gregory Ebel: Yes. I hope -- and obviously, not lost on you, Aaron, but as Colin goes through that, you just tick off all those pipeline systems. And it's not just about the mainline. You got Express-Platte, you got ETCOP, you got DAPL, which we own all of our parts of right through the whole system. So there's multiple ways for us to serve our customers and multiple ways for our investors to win. And that's the pretty exciting part that I don't always feel gets fully valued in the market for sure. Aaron MacNeil: That's a ton of great context. As a related follow-up, a significant portion of the $35 billion of secured capital comes into service in 2027. As we think about all these liquids projects that you just outlined, continued success in GTM, steady growth across the utilities. Do you see sort of a, I guess, what I'll call a high plateau in terms of capital entering into service towards the end of the decade? And do you see any timing or capital sequencing issues to maintain the spend between $9 billion and $10 billion? Gregory Ebel: Maybe Pat will want to add to this, but I don't think so. I mean, we're constantly adding to the back end. Look, I think that's not unusual for companies like ourselves. Just go through the stuff that Colin went through, right? You're talking '27, '28 and then '29, '30, you'll see additional pieces as well. The gas trend deep Gulf stuff is all '29. Storage piece comes in some late '29, '30. So I think it will stay up at that amount. That's what gives us the confidence on 5% growth. It's a bit of a flywheel that's going on right now, which is quite positive. But from a balance sheet perspective, we feel very good about that 9 to 10. Pat? Patrick Murray: Yes, I think so at the end of the day, we've got a pretty fulsome '26 now. We've reserved some capacity for these MLO 1s and 2s. I mean, 1, we'll have some spend in '26; 2, probably not as large as it's a little later, but we'll reserve some capacity given how confident we now are in those moving forward. And then as Greg said, we're really happy to continue to build out the back part of the decade. And hopefully, that's adding a lot of clarity into the growth that the enterprise can have. And I think it's pretty common in our infrastructure business where you got -- you have secured some capital for the next couple of years. It's kind of close to or just below your kind of capacity in any out years you're filling up. And I think the team has done a great job in the last 6 months of doing that. So we're very comfortable. Operator: Your next question comes from the line of Jeremy Tonet from JPMorgan. Jeremy Tonet: Just want to kind of maybe follow up a little bit on the last line of questions there with regards to growth over time and having talked about this 5% EBITDA growth potential over the medium term post '26. And I know you're not going to give us the December update today, but just wondering any foreshadowing you might be able to provide us here or thoughts into how we should be thinking about how that update could unfold? Gregory Ebel: Yes. I'm not sure we are going to give you much of that right now because as you say it's December. But look, I think -- look, you've heard what we've been able to do on the gas side today with announcements. The liquid side, Michele gave you a good tour to tab on that side as well. And despite what some people have looked at, we've even done a number of things on the renewable power side in the last year. So I think it's the benefit of the portfolio. And again, those secondary and tertiary benefits of everything from power demand, from policy changes, from GDP growth that actually give us that confidence, and we see growth right across the system. So if your question is, do we see pullbacks in areas? No. In fact, we see acceleration even the renewable stuff that we have, a lot of that stuff is a long ways down the trail and anything we do sanction would have already been in a good spot from a policy perspective. So -- and as Pat just mentioned, we've got the balance sheet capacity, internally generated cash flow to be able to meet those demands. And obviously, every dollar of EBITDA we add adds another $4 or $5 of capacity. So we're very focused on that. So it's probably where I'd leave it today. I don't know, Pat, would you add anything further? Patrick Murray: Yes. I mean I think our message, if you remember back 6 months ago at Enbridge Days was that the whole goal here was to add clarity into that back end of the decade growth rate. And I think it's fair to say that we're doing a substantial amount of projects that should help to clarify that. So we're confident in the growth rates that we've put forward, and we'll continue to add to this backlog. We know there's more to come in really every business, which is what I like the most about it. We've got a very diverse set of opportunities over what really turns out to be a 5- to 7-year time line now. So yes, we're feeling good about the growth rates. Jeremy Tonet: Fair enough. I figure it's worth a try. Just wanted to dive in a little bit more into Western Canada and gas storage there. With LNG Canada ramping up. Just wondering if you could provide maybe a little bit more color on the tone of customer conversations there. It seems like the market is going to need a lot more logistics. You're expanding gas storage capacity there. Just wondering if you could elaborate any more on how you see this unfolding. It seems like these would be fundamental tailwinds to rates and economics overall, but just wondering what you guys are seeing. Cynthia Hansen: Yes. Thanks, Jeremy. It's Cynthia Hansen. I would agree with you that we are having these tailwinds, particularly when it comes to storage. Of course, in the last quarter, we'd announced our expansion, a significant expansion of our Aitken Creek storage. We are the only storage in that BC area. So we currently have about 77 Bcf of storage there, and we announced another 40 Bcf. So that will -- we'll start construction of that in the first part of next year, and that will be in service in a couple of years following that. When we have the conversations, it was -- when we announced that opportunity, we had 50% of that storage signed up right away in a long-term contract. So -- our customers understand that there is that opportunity and they're willing to back that kind of expansion. As we continue to look at other opportunities, the current discussions about LNG Canada Phase 2, all of that creates an opportunity, not just for our storage, but for the opportunities to expand our West Coast system. We've announced earlier this year the Birch Grove, which is an expansion of T-North that ties into that, too. So strong opportunities, but I would say that we'd like to continue to see that growth of those opportunities for LNG export. That will need the support of the BC and Canadian government as we go forward to make sure that we are positioning those projects to attract the capital they need in the long term to support that opportunity. Operator: Your next question comes from the line of Robert Catellier from CIBC Capital Markets. Robert Catellier: I'd like to go back to the Data Center and Power Generation opportunities. Obviously, that's a hot part of the market right now. And I think your own gas distribution business is advancing more than $4 billion of related projects. Can you provide some detail on how you're managing cost risk, in particular, in areas like that, that are hot and where there's a lot of competition, supply chain constraints and customer focus on time to market? Gregory Ebel: Yes. Obviously, several areas there. And as they relate to the gas distribution side, obviously, prudency kicks in. But recall, those are rate base type driven setups, right? So you're getting on a capital structure, call it, 10% return in the U.S. on about 50% equity. So as long as we're being prudent, I'm not feeling too concerned about that. Now that being said, given the size of the company, we are actively and we're out there doing that, making sure that we've got good alliance agreements with various contractors, giving us the best rates, actually going forward and even stockpiling, if you will, compressors and things like that. And remember, on the inflationary side, I'd say about 30% most of these large projects would be CapEx related to equipment and things like that. So those relationships are really critical. And a lot of them, obviously, we're avoiding tariff structures through contract mechanisms as well. So far, so good. The biggest concern I have is on the people side of things and just getting the time and equipment in place. So we're pretty good at that. I think we feel in terms of those long-term relationships with contractors and stuff like that. But Rob, it's something definitely we're watching closely. It's also why I love some of the projects that we announced today that are all relatively small, as Colin said, singles and doubles and quick cycle, relatively speaking, so that you don't have long drawn-out processes. And then the last piece is, as you know, a better attitude with policy around permitting and acceptance of these critical projects. And that takes a risk off the table from a CapEx perspective as well. Robert Catellier: Okay. That's very helpful. And then a bit of a regulatory question here for Colin, and maybe we'll have to take this offline. But I'm curious about the Mainline optimization too and the interplay with the Dakota Access Pipeline, given there's still some lingering permitting issues there. So maybe, Colin, you could walk us through whatever relevant regulatory updates on DAPL that relate to the Mainline optimization too. Colin Gruending: Yes. Sure, Robert. And it's a good question and one we've thought through. So we don't need a new presidential permit across the border. And we're confident that the DAPL EIS will come through in the spirit of energy security and energy dominance. So we're confident in that line of thinking. Operator: Your next question comes from the line of Rob Hope from Scotiabank. Robert Hope: You've mentioned a couple of times that the policy environment is getting better for energy infrastructure. In Canada, how are you interfacing with the Canadian major projects office? Enbridge has over, we'll call it, $8 billion of projects in development in BC. You could do more on the liquid side there as well. Is there a way to get incremental support to further derisk these projects? Gregory Ebel: Yes. At this point in time, we haven't put projects through the office. It's great that it's set up. Hopefully, that will be helpful for those national interest projects. But most of the things or all the things we're talking about are short cycle, relatively permit light. And so we haven't seen the need to go down that route. But that being said, we've had several conversations with them. Obviously, Don is well known in the industry and respected and has been very good to don't hesitate if you need some help around permits, et cetera, and working through the lab of the Canadian government. So we won't hesitate. But to date, and I don't see that actually on any of the projects that we have. As you know, we have several billion dollars of projects being done in BC, things Colin's talked about today. But a lot of them are relatively permit light and even not giant CapEx as individual chunks. So I just don't see us using the major project office at this point in time. Robert Hope: Appreciate that color. And then maybe just going back to the Mainline. I appreciate all the details on further expansions, Colin. But maybe to dive in a little deeper, and I know it's early days, but what would an MLO3 look like? And how much more incremental capacity do you think you can get out of the basin without, we'll call it, a good amount of large diameter pipe? Colin Gruending: Robert, you're reading my mind. So we've got some hitters warming up in the dug out. MLO3 and 4 are stretching. Our engineers are looking at that as well because there is a scenario here, right, where Canada and the U.S. do a bigger trade deal and energy is part of it. And the imperative may accelerate further. So we do have some, again, in-corridor in fence line solutions for that. But it's premature for us to probably talk about those. Operator: Your next question comes from the line of Manav Gupta from UBS. Manav Gupta: We are actually seeing a lot of resurgence in solar stocks in the U.S., and you actually have a very strong solar portfolio. But because you have everything else, which is also so good, sometimes it's underlooked. So can you talk a little bit about your renewables portfolio and solar in particular and more deals like Clear Fork with Meta, if you could talk on those points, please? Matthew Akman: Sure. Manav, it's Matthew here. Yes, you're quite right. I mean I think investment discipline is the order of the day in renewables, given some of the cross currents in the policy landscape, but we have to keep our eye also on the opportunity here because the customer demand for this remains very, very strong. We are still in the window where we've got interconnection-ready projects that are in fantastic locations with strong local support and great resource while the production tax credit window remains open. And so there's definitely a lot of interest from customers on the data center side around that, in particular, on our solar portfolio. We've talked about Project Cowboy out in Wyoming. We are building a lot of stuff, as you know, you mentioned Clear Fork with Meta and ERCOT. But that Wyoming project has a tremendous amount of interest. and is potentially a very big one and is well advanced. And so again, we're going to be navigating carefully, but there should be win-wins here because customers know that there's this window. And there aren't that many projects that can actually get in into their windows and they need the electrons, and they want it, if possible, lower zero emissions. So I think we're really well positioned. But again, we'll be navigating this and with a very close eye on our risk profile and making sure that we are consistent with our low-risk business model across everything we do. Manav Gupta: Perfect. My quick follow-up is your partner, Energy Transfer, talked about the Southern Illinois connector, exactly the kind of crude that U.S. refiners need. Can you also highlight some of the benefits of this project? And can you confirm if this is probably 2028 start-up, if you could talk a little bit about that? Colin Gruending: Yes. Thanks, Manav. Yes, I agree with your thesis. And what else can I tell you here? This is a new market off our mainline system to Nederland, Texas. And yes, you can imagine we've got a map of all the refineries, and we're trying to feed all of them. We've got about 75% of U.S. refineries connected to our Mainline system. So this isn't a new market for us. technically not super complex using existing capacity on spearhead, just longer hauling that capacity. It used to go to the Patoka area, now that 100 -- of the 200 on Spearhead will go down in Nederland, Texas, and we're expanding the Platte system, I think pretty simple scope there, pump refurbishment. So high confidence execution. And so yes, the time line should work. Operator: Your next question comes from the line of Sam Burwell from Jefferies. George Burwell: Some of this has been touched on already, but just a quick one on Southern Illinois and the whole path. So I mean the Mainline optimization seem like they're on the right track and Mainline volumes were 3Q record. But downstream of that, low volumes in 3Q, and it seems like it's going to be a headwind in 4Q as well. So just curious if you have a view on when that could improve? And then is there anything to read into the 100,000 barrels a day capacity on Southern Illinois because I think the open season figure was higher than that, like 200. So just curious on your thoughts on full pass volumes improving over time. Colin Gruending: Sure. I can take that. So I think it's a temporary anomaly here. That path on our liquid system south of Chicago down to the Gulf has been pretty robustly used for a long time. It's been recently weaker, still pretty good, but a little bit weaker as you saw in our disclosures, Pat talked about it. That is due really not the weakness the South per se, but more so that, that demand, that upper PADD II demand has been unusually strong in the last quarter or 2. So higher absorption of that high Mainline throughput, just a bit further North. And so double-click on that, why is that? A couple of reasons. One, our product levels were lower given fuel demand. And so those refiners were running pretty hard, so higher utilizations to replenish those inventories. And secondly, they had I would say, higher than average just uptime. And so the combination of those two factors kept a lot of that mainline oil at home, so to speak, in the upper PADD II market. I think Q4 should be maybe a little better than Pat suggested. We've seen some early quarter improvements here. And then moreover, I think just longer term, we've got a lot of confidence in that path. In fact, we just have successfully run two open seasons for that path, both have been oversubscribed to expand it. So I'd say it's a temporary effect. You also asked about 200 versus 100, yes, pardon me. So yes, we we're pretty happy with the 100 with our partner there. We actually had oversubscription for the 100, but we end up settling it at 100. It's just the most efficient kind of sweet spot on that project for economics overall. Operator: Your next question comes from the line of Ben Pham from BMO Capital Markets. Benjamin Pham: I wanted to touch base first on the Woodside LNG project. Could you remind us going forward how the mechanism works on the contract as you close on the in-service dates? Gregory Ebel: Yes, I think you mean Woodfibre. Cynthia can take that, right? You mean... Benjamin Pham: Woodfibre, sorry. Cynthia Hansen: Yes. Yes. Thank you. Yes. So the way our contract works is that we will be setting that final toll closer to the in-service date. So with our contract terms, we will get our return based on that toll structure that's finalized at that date. So we continue to benefit from the delay in that term as the cost increase and that will allow us to actually have limited exposure to some of these cost overruns that we're starting to see on that project. Now -- we are really excited, though, that we're 50% complete overall on the construction, and we believe that there's a really strong path to getting us to the 2027 in-service date. Gregory Ebel: Now the other thing, we'll have to see how it plays out, but the Canadian budget did have some accelerated bonus depreciation for LNG projects that have low emissions. And I think as we've talked about before, this will be amongst, if not the lowest emission LNG project globally given how it's getting its power. So we'll watch for that, which should be helpful from a return perspective as well. Benjamin Pham: Got it. And I have to chuck when I said Woodside because I do have a follow-up question on that partnership more specifically. Just think about your investments in on the BC Coast. And I'm curious just with LNG additions ahead and some of the strategic partnership you've seen with Williams in particular, is there appetite for Enbridge, may not something specifically like that, but maybe just appetite for LNG beyond what we have right now. Gregory Ebel: Yes. Ben, we're not opportunity light. We are opportunity rich. So us taking on -- I can't see us taking on an LNG facility with commodity exposure, which is what some other folks that you mentioned have done. We'll get done the Woodside opportunity here, and then we'll see. Obviously, there's a lot of water still to go under the bridge about getting things built in off the BC Coast. So let's continue with our Woodfibre project. Sorry, I said Woodside. Now you got me saying it. The Woodfibre project before we look at other ones. And Look, you saw us announce today those storage projects are serving LNG on the Gulf Coast. Aitken is going to serve LNG in BC. A lot of the projects that Cynthia mentioned, the pipeline project, that's the stuff we know and know very well and earn solid regulated rates of return on. I think in this environment, that's probably a better setup for us. So we'll always look. We get an opportunity to take a look at everything, but I don't think our investor proposition is open to taking on a bunch of commodity exposure. We don't want to. Operator: Your next question comes from the line of Maurice Choy from RBC Capital Markets. Maurice Choy: First question is about your crude oil production growth projections. I remember back in Enbridge Day, you've made a forecast that you may see more than 1 million barrels a day of growth through to 2035. Assuming that projection was made based on the landscape at that point in time, how would you view this growth now given what appears to be a supportive regulatory and political landscape in Canada? Colin Gruending: This is Colin. Yes, great question. And I think our -- I think both of those projections are, I think, internally consistent, and I think our view of that is stable. There is an upside scenario here that if Canadian federal policy comes through on this vision of a global energy superpower, which we believe in strongly. We have a unique perch on that. I think there is upside -- there's for sure upside in that scenario. But it's an if at this point. So we've calibrated our business plan to the base case and are -- to a question a few minutes ago, are generating further solutions if the upside comes to be. Gregory Ebel: You're going to get a good insight on that, I think, as well, Maurice, right? Because if the policy conditions form in Canada that ensure that as a producing nation, it's actually competitive. The first sign of that is going to be our producers and then being more optimistic about production, and then we'll be able to react as capital forms. So -- but at this point in time, we wouldn't change the million by 2035. And the MLOs and the Southern Illinois Connector and our Mainline investment capital is all consistent with how we see that rolling out between now and the end of the decade, all other things being equal. Maurice Choy: That makes sense. If I could finish off with a question on the Pelican CO2 hub. Oftentimes, these types of projects are perceived to have a lower return than the 4 to 6x build multiple that you can deliver within liquids pipeline outside the Mainline. Recognizing that you do have an internal competition for capital among your various businesses, I wonder if you could comment on the returns here or just more broadly about lower carbon opportunities, how do they compete for capital internally? Gregory Ebel: Yes. Look, I think both ourselves and Oxy are pretty darn careful on this front. If this project didn't earn at least the returns that we get from other Liquids projects, as you say, outside the Mainline, it wouldn't have got sanctioned. So obviously, I would even argue there's always some policy risk, so you want to make sure you get this right. So this is very much in that wheelhouse, if not a bit better. And obviously, the tax incentive structures, we've got a lot more clarity on that out of the OBBB bill that came out so that we know exactly what our tax incentives are on that. And it's got a long-term 20-, 25-year contract with offtake player. So I would say returns are at least, if not a little bit better than what we're seeing in this world. Policy support is there where it may not be for some of the other unconventional investments. And we love our partner on this front who has very similar return type parameters. Maurice Choy: I might just add on that. Colin Gruending: I was just going to layer on that it's a very selective investment. We're going to take a crawl, walk, run approach to developing low-carbon infrastructure. I think the pace of it generally is a lot slower than most observed a few years ago. So we're going to take a very careful and disciplined approach here, as Greg mentioned. Maurice Choy: It's great to hear. My -- I guess, all the best to Cynthia on your retirement, and congrats to Matthew in your new role. Cynthia Hansen: Thank you. Matthew Akman: Thank you. Operator: Your next question comes from the line of Theresa Chen from Barclays. Theresa Chen: I would also like to congratulate Cynthia on her retirement. Thank you for all your insights over the years, and I'd like to congratulate Matthew as well on his new role. Going back to the discussion around the Mainline expansion. So when it comes to resourceful solutions for moving incremental WCS barrels to the U.S. Gulf Coast, leveraging your JV system with Energy Transfer is certainly a capital-efficient approach. And as the downstream southbound capacity fills up over time, have you or would you also consider partnering with other pipelines such as topline, which also runs from the upper Mid-Continent to the Gulf Coast and currently has available capacity? Colin Gruending: Yes, Theresa. And I think joint ventures are a big part of Enbridge's playbook. Cynthia has got a bunch, Matthew's got a bunch. We've got a bunch in our portfolio, and we're proud to partner with basically everyone in the industry. And I think that's going to be a part of everybody's playbook going forward. We also partner with enterprise products on Seaway. We've gone from 0 barrels a day through that system to what's going to be not far from now, 1 million barrels a day. So I think we've utilized joint ventures extensively. We've got a whole bunch of others across the system as well. So we're open to that. I think teamwork makes the dream work here in an exciting environment. Theresa Chen: Got it. And looking at your medium-term outlook, not asking you to front run the guidance update to come, but just looking at what's already out there, how do you plan to align DCF per share growth with EBITDA growth over time, that 5% -- given that DCF per share has recently trailed EBITDA growth, what are the key drivers in bridging the two over time? Patrick Murray: Yes, it's Pat. Thanks for the question. Yes, I think we have been pretty clear that the reason they kind of disconnected over the last couple of years was primarily related to cash taxes, and we see that plateauing. We've seen some pretty positive tax decisions made in the U.S. There's lots of conversations about things that could happen in Canada. But generally, we just see that the cash taxes are returning to be more in line with -- not having the growth that it had over the last number of years. So that's why those two primarily converge as you move later into the decade. Operator: Your next question comes from the line of Praneeth Satish from Wells Fargo. Praneeth Satish: On the Egan and Moss Bluff gas storage expansions, can you break down how much of the 23 Bcf of capacity is already committed under long-term contracts versus any shorter-term contracts or merchant capacity? And then given that you're moving forward with the expansion, I assume pricing is favorable, much higher than historical levels. But can you provide some color on the contract durations? Is it kind of in the typical 3- to 5-year range? Or are you able to get something longer in this environment? And then I guess as a follow-up to that, like how do you think about the trade-off between locking in longer storage term contracts versus keeping them shorter so you could potentially benefit from higher recontracting rates in the future? Cynthia Hansen: Thanks, Praneeth. It's Cynthia. I would say that where we are right now, we have Egan, the first cavern that we're developing there is about 50% contracted and we'll, over a period of time, lag into that. We're managing these assets. It's an existing portfolio. So we're going to manage those contract terms consistently with how we've operated those assets. When we look at the overall contract terms, it is a speed from that 2- to 5-year kind of average overall. We always look for those longer terms as to be part of that portfolio. But as you noted, just with the opportunities right now as we continue to see the demand for storage increase, and we've seen some strong pricing associated with that, that's really supporting this ongoing development that we're doing. We want to try and manage the portfolio to really optimize that structure as we go forward. Gregory Ebel: Yes. And that 3 to 5 years, 2 to 5 years is pretty typical the way that we've done it historically. And look, I think we've got a super high level of confidence in the LNG coming in on the Gulf Coast. So that probably lets us leg into the contracts and we want to. But it depends on the location, right? Like, for example, the Aitken Creek contract, I think we took about half of that and have it under a 10-year contract. So it just depends on the situation, and it's worked extraordinarily well. I'm glad you raised the storage question because we got 600 Bs or so across North America, all with great optionality outside the regulated piece. But we're adding just the announcements in the last 12 months, 10% to that number. So it's a big uptick for us at the right time in the market, and I feel very good, as Cynthia says, the way we'll leg into this. Praneeth Satish: And then I'm sure you saw that Plains recently announced the acquisition of the remaining interest in the EPIC Crude pipeline. They've talked about potentially expanding the pipeline, may or may not do it. But if they do, it seems like it could be a positive for your Ingleside assets. So just curious if you have any thoughts on that deal or just the overall landscape now at Corpus and the puts and takes for your Ingleside and Gray Oak assets. Colin Gruending: Yes, it's Colin here. Yes, and we've observed that, obviously. And we're partners with Plains on Cactus II already. I'm sure there's more work we can do together to the spirit of the question a couple of minutes ago on teaming up. Our franchise is remains a work in progress, but it's still really a good one. Ingleside is the #1 export terminal on the continent. It's poised to grow all the advantages it has, Gray Oak. It's great. So we're pretty confident with our system there and hopefully can do even more with Plains going forward. Operator: And that concludes our question-and-answer session. I will now turn the call back over to Rebecca Morley for closing remarks. Rebecca Morley: Great. Thank you, and we appreciate your ongoing interest in Enbridge. As always, our Investor Relations team is available following the call for any additional questions that you may have. Once again, thanks so much, and have a great day. Operator: This concludes today's conference call. Thank you for your participation. You may now disconnect.
Operator: The contents of today's call are protected by copyright and may not be reproduced without the prior written consent of Pason Systems Inc. Certain information about the company that is discussed on today's call may constitute forward-looking information. Additional information about Pason Systems, including the risk factors relevant to the company can be found in its annual information form. Good morning. My name is Andrew, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pason Systems Inc.'s Third Quarter 2025 Earnings Call. [Operator Instructions] Celine Boston, CFO. You may begin your conference. Celine Boston: Thanks, Andrew. Good morning, everyone, and thank you for attending Pason's 2025 Third Quarter Conference Call. I'm joined on today's call by Jon Faber, our President and CEO. I'll start today's call with an overview of our financial performance in the third quarter. Jon will then provide a brief perspective on the outlook for the industry and for Pason, and we'll then take questions. Pason's results in the third quarter of 2025 continues to demonstrate the resilience in our business model through very challenging industry conditions. Pason generated consolidated revenue of $101 million and adjusted EBITDA of $38.5 million or 38.1% of revenue in the third quarter of 2025. In our North American drilling segment, Canadian drilling activity increased through the third quarter as is seasonally expected after spring breakup. However, at a more moderate pace than the increases seen in the third quarter of 2024, resulting in a 15% decline in Canadian industry drilling activity year-over-year. U.S. drilling activity fell slightly through the third quarter, resulting in a 9% decline in overall North American industry drilling activity in Q3 2025 versus the prior year comparative period. Despite this decline, revenue in the segment only decreased by 7% year-over-year. In this challenging environment, Pason grew revenue per industry day by 1% to a new quarterly record level of $1,071 as the company continues to make progress with growing product adoption across its technology offering. Within the North American drilling segment, Pason generates a higher revenue per industry day with Canadian activity as compared to U.S. activity. In the third quarter of 2025, Canadian activity represented a lower percentage of total when compared to Q3 of 2024, and this muted the growth seen in consolidated revenue per industry day year-over-year. The segment's operating expenses remained mostly fixed in nature and fell by 6% year-over-year as the company focuses on disciplined cost management in the context of more challenging industry conditions and has seen lower levels of repair expenses, which can fluctuate with revenue levels. Resulting segment gross profit of $42.2 million was consistent as a percentage of revenue at 61% when compared to Q3 of 2024 despite the more challenging industry conditions. Continuing from earlier this year, our International Drilling segment faced headwinds in the third quarter with a larger customer in Argentina reducing activity levels through a pending shift in operational focus away from conventional wealth towards more unconventional drilling. The segment generated $12.5 million in quarterly revenue and $5.2 million in segment gross profit in the third quarter. Operating expenses for the segment are mostly fixed and came down by 11% year-over-year as the segment remains focused on disciplined cost management during a period of lower activity levels. Even more pronounced in our drilling segments, industry conditions for completions were very challenging through the third quarter of 2025 with several of IWS' existing customers beginning to slow their number of active frac spreads. In the third quarter of 2025, IWS had 30 active jobs, up from 28 in the prior year comparative period despite a 27% decline in active frac fleets in the U.S. Revenue per IWS Day also grew year-over-year by 11%. Revenue per IWS Day will fluctuate depending on the mix of technology adopted amongst new and existing customers going forward. Reported revenue for the segment was $14.6 million, up from $12.5 million in the third quarter of 2024 which represents a 17% increase against industry activity that fell by 27% during that time. Gross loss of $1.2 million for the segment represents operating expense investments made for the segment's current stage of growth, along with $7.6 million in depreciation and amortization expense associated with the property and equipment and intangible assets acquired on and since January 1, 2024. Our solar and energy storage segment generated $5.1 million in quarterly revenue, an increase of 30% from the 2024 comparative period with the timing on deliveries of control system sales driving the difference year-over-year. As we've noted in previous calls, the segment's revenue will continue to fluctuate with timing of these deliveries going forward. Sequentially, Pason's results were mostly impacted by the seasonal increase in Canadian drilling activity partially offset by further reductions in U.S. drilling and completions, resulting in a 5% increase in revenue quarter-over-quarter. Demonstrating the company's mostly fixed cost base and resulting operating leverage, revenue grew by $4.5 million quarter-over-quarter and adjusted EBITDA grew by $7 million at that time. Net income attributable to Pason for the third quarter of 2025 was $12.5 million or $0.16 per share, down from $24.2 million and $0.30 per share in the third quarter of 2024 reflecting lower levels of industry activity year-over-year and higher levels of depreciation and stock-based compensation expense. We continue to maintain a prudent balance sheet ending the quarter with total cash, including short-term investments of $75.6 million and no interest-bearing debt. In the third quarter of 2025, net capital expenditures were $10.7 million, which includes investments in building out our valve management and automation technology offering within Completions and the ongoing investments in our drilling-related technology platform. Free cash flow in the third quarter of 2025 was $18.7 million compared to $16.7 million in the third quarter of 2024 reflecting lower levels of capital expenditures and working capital investments year-over-year. With this free cash flow, we returned $13.1 million to shareholders, $10.1 million through our quarterly dividend and $3 million through our share repurchase program. Year-to-date, we've returned $49.6 million to shareholders through our quarterly dividend totaling $30.6 million and $19 million in share repurchases. In summary, we remain very well positioned in the face of challenging industry conditions. I will now turn the call over to Jon for his comments on our outlook. Jon Faber: Thank you, Celine. Our third quarter financial and operating results again demonstrated the continued strength of Pason's competitive position even in challenging industry conditions. Revenue from our North American Drilling segment decreased by 7% year-over-year despite a 9% decrease in North American land drilling activity over the same period. International drilling saw an 18% decline in revenue resulting from an operational shift of a large customer in Argentina away from conventional assets. Our Completions segment grew revenue 17% year-over-year from the third quarter of 2024 despite a 27% decrease in industry activity. Solar and Energy Storage segment revenue increased 30% year-over-year in the quarter on the strength of increased control system project deliveries. Adjusted EBITDA margins compressed slightly from 2024 levels as a result of the reduction in consolidated revenue and a higher contribution of revenue from the Completions and Solar and Energy storage segments where segment margins are lower given their current stage of development. We expect margins in these segments to expand over time as revenues increase. The third quarter of 2025 marked more than 20 consecutive quarters across a wide range of industry conditions in which the change in Pason's consolidated revenue outpaced the change in North American land rig counts. This track record speaks to the progress that we have made in reducing the correlation between our financial performance and underlying industry activity. The compound effect of outperformance over time has been significant. In the 6-year time period between the third quarter of 2019 and the third quarter of 2025, Pason's consolidated revenue has increased by 40% while North American land rig counts have decreased by 32%, representing a spread of more than 70%. Over that same 6-year time period, we have reduced our share count by 8.5%, completed the acquisition of Intelligent Wellhead Systems with no dilution to shareholders and paid over $200 million in dividends to shareholders through free cash flow generated within the business. When we completed the acquisition of the remainder of Intelligent Wellhead Systems at the start of 2024, we believe we have the opportunity to double Pason's revenue from 2023 levels. We continue to believe this opportunity exists over the next 5 to 7 years, even if industry activity remains near current levels. To do so, we are focused on executing against a number of priorities. We will build on our competitive position in the North American land drilling market. Our focus is on delivering on innovative products, best-in-class service and exceptional customer support in order to earn the ongoing trust and confidence of our customers. We also look to offer expanded features and enhanced functionality in our existing products and to develop new products that provide additional benefits for customers. We are expanding our presence in the Completions market with our valve management and automation technologies, and we are working to develop compelling data management products for completions that leverage Pason's decades of experience in the drilling industry. We look to grow our international revenue, particularly as unconventional drilling becomes a focus in international markets, we anticipate opportunities to achieve greater adoption of our more advanced technologies, including those for the completions market. The path to our medium- to longer-term growth aspirations is unlikely to be linear. In the near term, we expect ongoing economic uncertainty and concerns about the potential for oversupplied oil markets to result in the challenging industry conditions. Increasing adoption of existing products and rolling out new products are both significantly more difficult in the current environment. The near-term trajectory of our completions revenue is more closely tied to the activity levels of particular customers rather than the overall market. Newer products and services will likely benefit over time from revenue acceleration that comes from a growing market presence and awareness. We see several supportive industry trends that should provide tailwinds to our efforts over the medium to longer term. Pason stands to benefit from the growing proliferation of artificial intelligence. Our position as the leading provider of drilling data and our efforts to expand our data management capabilities to the completions market serve us well as AI technologies drive increased demand for data as inputs to the models being deployed. The anticipated growth in demand for natural gas as a source of baseload power for data centers is expected to result in increases in natural gas-directed drilling activity. Artificial intelligence tools also play a role in our product development efforts and in improving the efficiency of our own business operations. Technology has played an essential role in driving efficiency improvements in Drilling and Completions operations and we expect customers to look for further efficiency gains, driving greater demand for data and technology. Pason also benefits from the additional data and technology requirements associated with the increasing complexity of Drilling and Completions operations. Over time, we anticipate overall decline rates for global oil and gas production to increase, driving higher levels of drilling and completions activity as a result of more natural gas-directed drilling, more offshore development and more unconventional drilling, which have higher decline rates than oil-directed onshore and conventional drilling. Our capital allocation priorities are unchanged, and they are driven by a focus on return on invested capital. We are making investments in areas where we can generate high returns on capital, which are not directly available to shareholders in the market and we are returning excess capital to shareholders in a disciplined, flexible manner. Our highest returns on capital continue to come from the organic investments we are making to continue the growth of our Completions business coupled with the ongoing rollout of the Mud Analyzer in our drilling-related business. With the slowdown of industry activity, we anticipate our 2025 capital program will total between $55 million and $60 million, and we expect a similar level of capital investment in 2026. We evaluate our capital program with a focus on increasing revenue, generating free cash flow and creating value for shareholders over time rather than simply in response to prevailing near-term industry conditions. We will continue to pursue shareholder returns over time through our regular quarterly dividend, which we are maintaining at $0.13 per share and share repurchases. This combination of shareholder returns provide disciplined returns to shareholders over time while retaining flexibility to adjust our capital allocation during times of changes in industry conditions. Our balance sheet remains strong. At September 30, we had $75.6 million in total cash, including short-term investments and positive working capital of $111.9 million. At this point, we would be happy to take any questions that you might have. Operator: [Operator Instructions] Your first question is from Keith Mackey from RBC Capital Markets. Keith MacKey: Just the first question on the capital spend for this year and next year, kind of maintaining around that $55 million to $60 million level. Can you just talk about maybe I know it's Mud Analyzer and Completions weighted for anything beyond general maintenance. But can you talk about the mix of spending this year and next year? Will it be the exact same types of products that you're building? Or will it move on to a different stage of what you're actually spending the capital on related to those 2 products? Just curious for some more color on the growth CapEx for next year. Celine Boston: Yes. So I would say, similar level as you think about 2026 in comparison to 2025. We talked about in previous calls, we would have said roughly $25 million of the CapEx that we saw for 2025 goes towards growth-related investments in completions and expectations of growth into 2026 and beyond. And I would say that's a similar level that you can expect in terms of split in 2026. . And then on the drilling side, which would be the balance of that $55 million to $60 million, the majority of that CapEx actually would relate to the refresh investments that we're making on our existing hardware platform as we continue to look towards opportunities to grow product adoption and improve price realization on our existing technology base there. Keith MacKey: Okay. Got it. And can you just maybe talk a little bit more about the completion data management projects? How are you inserting yourself, I guess, in the product development life cycle, what kind of things are customers asking you for or looking to do as they use more of these IWS products? Jon Faber: Keith, I'll speak at a pretty high level at this point because we're still sort of in the early days of getting that sort of built out. But I think what is clear to us is that there are at least some parameters from the drilling process which could be helpful for somebody who's involved in the Completions process to understand perhaps what the rock properties might look like, which might help them think about how a fracture might propagate and so being able to make some of that information available during the completions process would be an example of an area where we think we're uniquely positioned having access to both the Drilling and Completions data sets. Keith MacKey: Okay. Got it. And maybe just one final one, if I could. Jon, can you talk about a little bit more about the growth drivers that you see in the target to or potential to double revenue from 2023 levels in 5 to 7 years? If industry activity stays roughly where it is now, what are sort of the general buckets of improvement that you'd see to be able to double that revenue? Jon Faber: Yes, sure. So I guess I kind of break it into a few things. There's obviously within the core drilling business, we've got an established track record over 15 to 20 years of growing revenue per industry day in the order of 6% to 7% compounded over time. And when we look at simply kind of inflationary effects of pricing over time, increased adoption of data-driven technologies related to people doing more with our automation and intelligence. And when we look at the rollout products like a Mud Analyzer, we're pretty confident that we can continue that sort of a track record in the drilling-related business. In the Completions side, we see, of course, opportunities just for all players in the industry to grow by as a result of people using more technology of the type we're offering in the Completions market. So we think there's sort of a broad-based technology adoption story that all participants would benefit from. And then as I would have referenced earlier, we think we may have some unique opportunities in that space related to the fact that we have access to both the Drilling and Completions data, and making those kind of available to customers in a uniform way. There's some ancillary services that happen around Drilling and Completions that probably would also stand to benefit from some data management capabilities which stand-alone have maybe been not attractive to people independently the drilling market or the completions market by participating in both markets, those sorts of opportunities we would think we would benefit from. And then in the international business, as I mentioned, we moved to more unconventionals, that tends to drive higher-value products from our product offering, things that are impacting drilling performance more directly. And so we think there's opportunities to grow on the international side as well. So at a high level, those are sort of the areas where we see growth. And as we said, it's probably a 5 to 7 years sort of a time frame, and it requires execution and hard work and focus on the things that we can be most impactful with. Operator: Your next question is from Aaron MacNeil from TD Cowen. Aaron MacNeil: I want to sort of build on Keith's last question. Obviously nice to see those longer-term ambitions. How do you suggest we sort of evaluate the success or failure of these initiatives in real time? And what sort of milestones would you point us to over the next couple of years? Jon Faber: Yes. Unfortunately, Aaron, these are very intentionally medium to longer-term priorities that we're talking about because they're nonlinear. It's a little bit easier to establish very near-term measurable things for you to evaluate against when you're talking about doing things you're already doing in a market that's already adopting this type of technology. And so because we're talking about, in a lot of cases, new things that are ramping into the industry, some of it, if you're honest, in the short term is much more around capability development, streamlining the product offerings to be able to scale in a more profitable manner. And those things are a little bit less directly visible. So we will certainly provide commentary on an ongoing basis around things we're doing in each of those sort of broad areas to ensure that we're moving them all forward. But it's not obviously that you're going to have very specific line items in our financials to point to in the next 12, 18, 24 months as interim measures when we're building towards where we need to be in 5 to 7 years as an outcome. Aaron MacNeil: It could be operational milestones as well, though, like if you're developing a new product or et cetera, like is there anything maybe not in the financials, but something more than qualitative that you could point to? Jon Faber: Well, I think we will provide comments on an ongoing basis about the types of things that we are working on to establish the ability to hit those objectives. Aaron MacNeil: Yes. Fair enough. Sorry to needle you. But maybe one more question on IWS. Presumably, you'll have some capacity expansions next year. How do you think of line of sight in terms of having homes for that incremental equipment today? Jon Faber: Well, when we look at the equipment, like a lot of what we're talking about on that capital build and Celine talks about CapEx, a lot of that's based on conversations with customers around what they expect to do going into 2026 type of a world. So I think as you can see from lots of folks in the completions market, the expectation in the fourth quarter, probably always is that it's lower than the third quarter. You hear things in Completions around white space, budget exhaustion and terms maybe those of us from the drilling world don't hear quite as often. But certainly hear lots of talk about what people plan to do early into 2026. And so we are certainly building with visibility towards where we think that equipment would go to work. Operator: Your next question is from Sean Mitchell from Daniel Energy Partners. Sean Mitchell: Just wanted to hit on the Completion side, maybe a little follow-up or color around, as you see the E&P consolidation and maybe a structural shift in completion design and strategies going from zipper to simul-fracs. How has that evolution really influencing your completions business in terms of utilization cycle times, customer engagement, maybe more sophisticated or a different kind of technology demand. Can you provide any color on that, that would be great. Jon Faber: Yes, you bet. In completions as with drilling, increased complexity, certainly increases the value proposition of the types of products that we're bringing to market. So when you're talking about ensuring that you can manage a more complex operation efficiently and very importantly, safely the types of technologies that we're deploying to those space become -- I don't say exponential that probably is overstating it, but it's significantly more important as you start adding more valves to the equation. And so that certainly is a driver of increased demand for the product and the value proposition resonates increasingly on a safety and efficiency perspective when you start to talk about more complex types of fracs happening. The other side of the question you asked around more consolidation. One of the things that we see is certainly a desire from customers to do things consistently across their operations and ensuring they're deploying standard operating procedures. And so a number of the technologies we offer to that market are really around ensuring consistent workflows and standard operating procedures are being followed as well. And so as you get larger, more sophisticated companies looking to do more complex operations, they are driving more standardization and how they do things, and that would also be a net benefit to things we do on the completion side. Sean Mitchell: Got it. And then maybe one more. Just as you think to expand internationally, where do you see the best opportunity set on the international front? Jon Faber: Well, certainly, Argentina is an opportunity in terms of it being one of our larger markets today. And so they're looking to do. We've talked a lot about part of the reason the revenue in the international decline is because of a shift to unconventionals. And so that shift to unconventionals starts to drive a lot more of a product offering from the drilling side, but also earlier enthusiasm for things around the Completion side. And then the Middle East, there's quite a bit of talk around unconventionals as well. There's opportunities for us there as well. So I'd point to those 2 specifically, not to say exclusively, but I think those two come top of mind if you think about kind of opportunities in the near term. Operator: [Operator Instructions] There are no further questions at this time. Mr. Faber, please proceed with closing remarks. Jon Faber: Thank you, Andrew, and thanks to those who joined us for this morning's call. As always, we appreciate your interest. We appreciate the questions and your support. If you do have other questions, you certainly are welcome to connect with Celine or myself at any point. And otherwise, we wish you a very good day and weekend. Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and ask that you please disconnect your lines.
Operator: Hello, and welcome to the Proximus Q3 2025 Results Conference Call. My name is Sergey, and I'll be your coordinator for today's event. Please note, this conference is being recorded. [Operator Instructions] I will now hand you over to your host, Nancy Goossens, Investor Relations lead, to begin today's conference. Thank you. Nancy Goossens: Thank you, ladies and gentlemen. Welcome to the Proximus Third Quarter Results Webcast. We will begin with our presentation, and it is my pleasure to introduce our new CEO, Stijn Bijnens, who will walk you through today's highlights. Our CFO, Mark Reid, will then present the financial results. A Q&A session will follow with Jim Casteele, the consumer market lead also participating. Handing over now to Stijn for the highlights. Please go ahead. Stijn Bijnens: Also, welcome from my side. I'm honored to present my first round of Proximus results to you today. As you have seen in our published report this morning, Proximus continued its robust domestic performance despite the intense competitive environment. This is reflected in both another strong financial and operational quarter. Network leadership remains at the core of the success with 5G coverage now over 85% and fiber in the street covering more than 47% of the Belgian homes and businesses. We're pleased that the Belgian Competition Authority announced the launch of the market test and our proposed gigabit network collaboration in Flanders, while the negotiations in Wallonia are ongoing. The Proximus Global segment continues to experience challenges related to SMS CPaaS and integration issues, prompting a reassessment of ambitions, which will be addressed later in this presentation. And finally, we concluded the sale of Be-Mobile, keeping us well on track to realize the EUR 600 million asset sales program. Based on the results and current projections, we've updated our outlook, which I'll discuss shortly. Moving to our key financial results now. For the Domestic segment, we closed the third quarter with stable services revenues. Thanks to a favorable revenue mix, driving higher margins and costs turning stable year-on-year, we closed Q3 with a domestic EBITDA growing 1.8%. For the Global segment, the direct margin was down by 12.2% at constant currency, caused by the headwinds previously mentioned. This resulted in an EBITDA decline of 22.3% despite cost synergy realizations. This brings our group EBITDA to EUR 475 million for the third quarter, a decline by 1%. Our CapEx for the first 9 months was EUR 826 million. And the free cash flow, we ended the first 9 months with EUR 428 million in total. Excluding the proceeds from asset sales, our organic free cash flow was EUR 159 million, a strong improvement year-on-year. Let's have a look now at the operational results. Despite the intense competition, the operational performance was very strong with mobile postpaid adding 45,000 cards and our Internet subscriber base growing by 12,000 lines. Our convergent base continued its steady growth, adding 12,000 residential customers in the third quarter. The solid commercial performance was supported by the portfolio changes of the Proximus brands, attractive mobile joint offers and the ongoing convergence strategy. We also continued focusing on innovation and optimizing the customer journey as we launched our new features to help customers onboard via eSIM. Regarding the B2B unit, which closely aligns with my professional background, Proximus holds a robust position in the market today, and we are developing strategies to capture growth opportunities. I'm committed to shape Proximus B2B future and to drive growth, leveraging the strong network assets of Proximus while exploring new layers of innovation. Our focus is on sovereignty and next-generation AI opportunities. To make this happen, we will be collaborating with leading technology partners to validate impactful use cases. We will elaborate on this during the Capital Markets Day in February. As previously mentioned, the high-quality network is an essential contributor to the success of Proximus. Across Belgium, we have now a total of almost 2.5 million fiber homes, meaning a population coverage of over 41% and including fiber in the Street, we are at 47% coverage. The fiber network filling rate progressed to 33%, up from 30% 1 year back. At the end of September, the base of active fiber customers totaled 684,000, including 39,000 added over the third quarter. We are pleased with the announcement of the Belgium regulators on the start of a market test assessing our proposed gigabit network collaboration between wire, Telenet and Proximus in France. The market test will conclude on Friday, November 21. At the same time, fiber negotiations in the South are ongoing. As a last point on the domestic side, I would like to highlight the progress made on the disposal program of noncore assets. As was announced at closing, the sale of Be-Mobile was completed early October and leaves us very much on track for the EUR 600 million ambition that we have set for the end of '27. Turning to the full year guidance. For domestic, we reiterate our outlook given end of July with domestic EBITDA expected to grow up to 2%. This despite the impact of the Be-Mobile divestment and not having renewed the football broadcasting contract with DAZN. Taking into account the ongoing headwinds regarding the Proximus Global segment, we expect the EBITDA of Global to be lower year-on-year by around minus 10%. We have lowered this year's guidance for accrued CapEx to approximately EUR 1.250 billion. This is because the integration of Fiberklaar is leading to more effective and efficient fiber rollout some lower project-related CapEx and less investment needs for Global. This, combined with not having renewed the Belgian football contract leads to organic free cash flow expected to land to around EUR 100 million. And finally, the projected 2025 net debt-to-EBITDA ratio improved to around 2.8. We also confirm our intention to return an interim dividend of EUR 0.30 per share payable on December 5, post final approval of the Board scheduled later this month. For Global specifically, we have reassessed our growth projections for the coming year. While new growth initiatives have been launched and cost synergy delivery is progressing, high exposure to the legacy P2P voice and messaging and as well as SMS CPaaS is expected to continue having a significant impact. Therefore, the '26 Global ambition is being adjusted. The preliminary review for 2026 indicates Proximus Global EBITDA will be in the range of EUR 100 million to EUR 130 million. In collaboration with Seckin Arikan, the new global CEO, a strategic plan is being developed with the objective of resuming growth from 2027 onwards. An update on the plan for Proximus Global will be provided at the Capital Markets Day. I hand over to Mark now for the detailed financial results. Mark Reid: Thank you, Stijn. Let me start by taking you through the financial sections of the domestic business. Starting with our domestic revenue, as illustrated on the chart, services revenue grew slightly. And when including revenue from Terminals and IT hardware, the total revenue remained broadly stable year-over-year. The third quarter growth was mainly driven by continued increase in the Services revenue of the residential unit. This -- thanks to the January 2025 price indexation and ongoing convergent customer growth. Revenue from Terminals was only slightly lower year-on-year in contrast to the previous 2 quarters. The most valuable part of the residential revenue, customer services revenue is growing by 1.8% with convergent revenue up by 4.5 percentage points year-on-year. The ARPC continued to show a positive evolution, growing 1.2%, including the price indexation effect and the benefit of a continued increase in convergent customers and fiber upselling. Turning to the business unit. The B2B, the total revenue declined by negative 0.8%, essentially due to a decrease in service revenue of 1.1%, which resulted from the continued headwinds in fixed voice and moderate decline in mobile services. The decrease is partially offset by a 1.5 percentage increase in products revenue. Taking a closer look at the B2B revenue from services, the third quarter included higher revenue from IT services growing 2.8% year-over-year, driven by growth in recurring services. Fixed data revenue recorded a limited decrease of negative 0.9% year-over-year. This resulted from the decline in traditional data connectivity services, nearly offset by continued strong revenue growth from Internet services. Despite the competitive intensity, the B2B unit maintains a solid mobile base and sees the mobile revenue decline sequentially stabilizing to 2.1% negative year-over-year. Fixed voice continued its steady decline due to a lower customer base, while value managed through price increases resulted in a sustained positive ARPU trend. The wholesale business posted a revenue decline of 11.8% due to the ongoing innovation of Interconnect revenue with no margin impact and a decline in Wholesale services revenue by 4.6% from an exceptionally high comparable base from revenue in the prior year. Moving to Domestic OpEx, which, as you can see, illustrated on the graph, continued its favorable trend and for the first time since several quarters, ended the quarter stable on a year-over-year basis. For the third quarter, inflationary and other cost increases were fully offset by our cost efficiency program. With OpEx stable and direct margin growth, the domestic EBITDA rose by 1.8% in the third quarter. Turning now to Proximus Global, for which we closed the third quarter with direct margin down 12.2% on a constant currency basis. The product group communications and data was impacted by the ongoing decline in the CPaaS SMS market, especially in the onetime password domain. Moreover, the margin from P2P voice messaging was down, reflecting structural trends in the legacy market. Whereas synergy delivery for Go-to-Market is delayed, we have realized cost synergies successfully, improving the OpEx for Global by 8.4%, again on a year-over-year basis. This could only partially offset the pressure on direct margin and led to a decrease in EBITDA for the Global segment by 22.3% on a constant currency basis. Turning to Group CapEx, we closed the first 9 months of the year with EUR 826 million compared to the same period last year. CapEx was lower mainly due to reduced customer-related CapEx as a result of, among other things, higher refurbishment rates, increased self-installation rates and improvements in operational processes. Fiber-related expenditures were slightly up with the rollout in dense areas coming down, while Fiberklaar continued expansion in the mid-dense areas. This brings me to the free cash flow for the first 9 months of the year. As illustrated on the graph, the organic free cash flow for the first 9 months of 2025 was EUR 159 million, strongly improving from 1 year back, thanks to lower cash CapEx and growing EBITDA. Our reported free cash flow of EUR 428 million includes the net proceeds from the sales of our data center business and the Luxembourg Mobile Towers. I'll now turn over to Stijn for the conclusion. Stijn Bijnens: Thanks, Mark. Just five things to conclude. Being just over 2 months in the company, it's clear for me that we have a strongly performing domestic segment, especially the residential unit is in very good shape, considering the changed market structure. Proximus maintains a solid B2B position, but there's still growth potential, and we are developing strategies to capture it. Secondly, Proximus has incredibly well-performing networks and the expanding fiber network provides Proximus a strong head start. Thirdly, we've been successful in realizing CapEx efficiencies for this year, which is supportive for an improved estimated for the Group organic free cash flow. Fourth, in contrast to the successes domestically, it is clear we have challenges with the global segment and with ongoing pressures anticipated, we have reset as a result, our targets for 2026. And as a final point, we will present our new strategic cycle for the Proximus Group together with the full year results on February 27. I'm sure you understand that given this context, I'm unable to share insights regarding the strategy at this time. However, we welcome any other questions you might have and are pleased to address them now. Operator: [Operator Instructions] Our first question is from Ganesha Nagesha from Barclays. Ganesha Nagesha: A couple of questions from my side. The first one on the global division. So following the recent downward revision to the global segment EBITDA guidance, so could you share like what factors give you confidence in the stability of this outlook going forward? And could you also provide some color on what specific integration challenges that still remain, which impacting the realization of the expected margin synergies? And my second question on the CapEx guidance. So your CapEx guidance for the current year implies like EUR 50 million savings achieved in the current year. You earlier indicated that the CapEx would remain stable around EUR 1.3 billion over '25 to '27. So do you still see a potential for further savings in '26, '27 as well? Or is this just one-off CapEx savings in the 2025? Stijn Bijnens: Well, thank you for the question. I'll take the first one and give the CapEx question to Mark. About Global, as an initial outcome for a broader planning process, we have done a new estimate for 2026. That has been a bottom-up exercise on a product line basis. So there are product lines that grow, as you know, and other product lines that declined. And in absolute terms, the growing business lines are still smaller than the declining business lines. So at the moment, we think and believe in 2027, there will be an inflection point of that the current smaller business lines that are growing offset the decline. So the business lines that are declining are A2P SMS, B2B voice, and it's offset by business lines that grow like cloud, omnichannel, IoT, travel SIM and digital identity. So we've done that exercise, and that's currently the best estimate we have on the business. Mark Reid: Ganesha, thank you for your question. And on 2025, look, we're pleased with the ability to have kind of taken those CapEx savings and the effect that had on our '25 free cash flow. I think as you -- as Stijn said in the presentation, we're all in the process of co-creating our strategy, and then we'll come back at the Capital Markets Day with the future outlook on CapEx. So I think unfortunately, we have to answer that today. Stijn, do you want to add to that? Stijn Bijnens: Yes. The second part of the first question, on integration issues, it's at different levels, so we had some churn of executive leadership. We strongly believe we have a strong CEO now who comes from the CPaaS market, Seckin. He knows the business. So integration issues are on the one hand in the Go-to-Market, and we're fixing that. Also in the product portfolio, we do understand the challenges are actively improving the operations and the operating model to handle these challenges. Operator: We will now take our next question from Paul Sidney from Berenberg. Paul Sidney: I also had two, please. Just firstly, on Global, you've chosen to give the Global guidance for full year '26 today. Should we view this decision as in your intention to set a floor for Global profitability ahead of the February strategic update as you sort of think about how the business looks beyond 2026? And then secondly, on domestic and Digi appears to be having a little impact in the Belgian mobile market even at the extremely low price points that they've come in at. What are you seeing in the market in terms of Digi maybe revamping their offers or doing something different? And do you expect the other operators also to do anything different going forward? Mark Reid: Paul, thank you for the question. On Global for 2026, clearly, we've done an estimate. We were conscious of the market consensus was higher than what we disclosed today. And therefore, with Stijn and Seckin arriving, we accelerated that kind of bottom-up planning process for that period of '26 and the start of '27. And so that's our estimation, and we're confident with it. It is a fairly wide range at this point, but that's what we wanted to inform the market today. So that's how we thought about updating that specific number. Jim, do you want to take the question? Jim Casteele: Yes. So indeed, on Digi, they're in the market with quite aggressive offers. For the moment, I would say that the visibility on their market campaigns is rather limited. That said, the Belgium market since the arrival of Digi has been very competitive with the B brands of the competitors also being active with assertive promotions. So in that sense, I'm really happy to see that our multi-brand strategy with Mobile Viking, Scarlet and Proximus addressing the different price points in the market is delivering on our strategy, not only allowing us to realize again very strong commercial results, but at the same time, also keeping value in the way that we do that, as you have seen in the further growth of our service revenues. Paul Sidney: Mark, can I just have a quick follow-up. In terms of when you say growth, returning to growth within Global in 2027, just to clarify, is that revenue, EBITDA, free cash flow or all of the above? Jim Casteele: It's at the level of EBITDA. Operator: We will now move to our next question from Roshan Ranjit from Deutsche Bank. Roshan Ranjit: I've got two questions, please. Maybe just touching on the domestic point. Stijn, you mentioned the good performance that you've had and if we look at the KPIs, coupled with the fact that you announced a price increase for ’26, how should we think about kind of the future evolution of your product revamp, sorry? You've been quite successful over the last, I guess, 2 years on those campaigns. What made you kind of choose the products where you have allocated those price increases to? Is that a case of trying to migrate customers away from the legacy products? Or are you still kind of running with those multi-brand options within the Proximus bundle, so the different packs within Proximus. And as an aside, you've got the Scarlet and Mobile Vikings, as you said? And secondly, we're obviously getting to the end now of the collaboration -- finalization of collaboration in Flanders. Has that given you more confidence or any insights on how the discussions with Orange Belgium in Wallonia is going as well, please? Anything you could say there, very helpful. Jim Casteele: So thank you for the question. So I will start with the price increase. So indeed, we continue to do price increases also in January next year. The way we do that is, on the one hand, trying to understand where are the products where price sensitivity is a bit lower. Next to that, of course, we recently launched our Flex+ new convergent offer in April. And then, of course, when you launch a new offer, you put it at a price point that you think is going to last for a longer period in time. So it's obvious that those tariff plans are not part of a price increase 8 months after launch. I would say, at the same time, what we do is when we do price increases, we also try to do a more-for-more approach, not necessarily always at the same time, but definitely in a short period before or after, depending on market conditions, of course. And so that's how we've been able to manage our price increases over time while keeping our customers satisfied. Of course, also always looking at the level of inflation as a sort of reference point for those price increases. It's true that we also look at management of the back prices and trying to see if we can leverage price evolutions to move people from older products to newer products, which helps them to simplify your IT systems, but also operationally makes life easier for our salespeople. And then in terms of future portfolio evolutions, as always, we look at the market to make sure that we stay competitive. As I mentioned also in my previous answer, we do this from a very value-based perspective. So if you see, for instance, October 1, we updated the midrange of the Proximus mobile offer because by doing that, we also anticipate that we can create additional value for the company. And we always look at how the 3 brands are positioned in terms of segments and price points. So that's a bit the pricing strategy that we've been executing on over the last years. And I'm happy to hear that you think this has been successful. So thank you for that. Stijn Bijnens: About your second question about the fiber rollout in Belgium. So the North and the South. In the North, in a few weeks, we will have the outcome of the market test. We're confident in that and that once the black box gets open, we can make a detailed CapEx plan and rollout. In the South, it's kind of 3 months behind that cycle. It's the same cycle where we need to go through. We first need to finalize the agreement with Orange and then go to the market authorities to do that. But we're fully confident that all these deals are on track at the moment with the different timings that I just mentioned. Operator: We'll now move to our next question from Kris Kippers from Degroof Petercam. Kris Kippers: Firstly, just going back to Global again. I haven't heard the mentioning of the EUR 100 million improvement in synergies that initially was communicated. Is that a number that could alter now that the scale has changed? Or what should we see in that? And then secondly, classical one perhaps, but I'm quite pleased to see indeed that also on the domestic side, the workforce expenses have been declining. Is this something we should continue -- keep continuing in the quarters ahead? How -- could you guide us a bit more on the reduction in FTEs? Mark Reid: Thanks for the question on Global. So first of all, on Global, I think, again, you've seen from our disclosure today, we -- the operating costs continue to kind of deliver probably a bit ahead of plan. So in terms of our operating cost synergies and our direct COG synergies there kind of as we've said before, I think the cross-sell, upsell synergies that are Go-to-Market related are really alluded to in terms of our integration phasing and that taking a bit longer. Look, I think we'll come back in the Capital Markets Day and allude to that as Seckin kind of gets the grip with what the phasing of that looks like. So I think that's where we are today. But as I said, we're very pleased with the cost synergies there fully on track. The Go-to-Market ones will come as part of the strategy update when we get there. Stijn Bijnens: Regarding the second question on workforce. So we're very pleased about this quarter that OpEx stays flat. We have a strategic workforce planning and management is executing well on that plan. We're currently reviewing things, and I'll come back on that in -- on the Capital Markets Day once we have our strategy crystallized and then we will also give more guidance on that part of our business. Kris Kippers: Okay. And then if I just may, just a small follow-up regarding the fiber communication. When the market test would be finished on November 21, do you intend to communicate direct to the market at that day? Or what is the -- what should be the time frame for that? And regarding when, do you provide an update as well? Stijn Bijnens: So when the market test ends on November 21, it's actually the competition authority that has to assess it and analyze it, and they will come with a communication. Once that's done, we can move forward. So it's in their hands regarding communication. And it will be the same process in the South as it are the same people at the authority level. Operator: [Operator Instructions] Our next question is from Michiel Declercq from KBC Securities. Michiel Declercq: My first one would be on the Global business. So you mentioned that, of course, we have the SMS part that is declining and then I assume the OTT and Digital Identity is growing. Can you maybe remind us what the split of revenue is here or in terms of profitability, given that you mentioned an inflection point in 2027? And as a follow-up on this, of course, the non-SMS business is growing. Can you maybe elaborate a bit on how this compares to competition? Because I see that competitors are also growing. But in terms of market share, are you improving here? Or are you losing customers? And then the second one is maybe for Spain specifically. You recently joined, of course, from Cegeka, an IT group, of course. But what experience can you bring? And in the beginning, you also elaborated a bit on the opportunities that you see within the B2B. Can you maybe explain a bit what opportunities there are here for to unlock? Mark Reid: Michiel, thank you for that. So I think if you look at our disclosures, you kind of see a little bit about our kind of split of the overall direct margin revenue split between B2B is kind of our legacy voice and messaging business and then CPaaS and data, which is effectively a mixture of traditional CPaaS A2P, omnichannel where you can think of kind of RCS, WhatsApp, Viber, e-mail type products and then Digital Identity, which is more kind of our fraud prevention products. We don't disclose the mix of that. But clearly, the A2P SMS part of that business is the majority. And as we said, the element that we've been exposed to is we do a lot of international OTP traffic there. The rate of change of that business towards omnichannel was a little quicker than we expected but Proximus Global was always set up to manage that transition. But clearly, the 2 parts of the business are different scales, but we are seeing growth in the omnichannel part, the RCS, WhatsApp, Viber, e-mail part of the business. And so that is really -- as we start to look forward through the end of this year into this first part of '27, that's really where we see the inflection point of that part of the business starting to be contributed and return us to growth from an EBITDA perspective. I hope that helps. We don't disclose the exact detail. In terms of market share, again, we don't talk about the specific market shares. Clearly, at the moment, in the last couple of quarters, it's been a difficult market for us there. But again, as we effectively get these integration problems behind us and the products and Go-to-Market, we clearly believe that we will have a competitive advantage given the structure of Proximus Global, our cost base and our product portfolio to Go-to-Market and be successful in capturing that growth going forward. Stijn, do you want to take that? Stijn Bijnens: Yes, we should. Regarding the second question, Proximus today is a market leader in B2B at the connectivity level. Of course, we intend to stay that, and it's also due to our strong footprint and network superiority. But there are additional services to be offered that Proximus is currently doing, but I do think there is an opportunity to grow further in everything that has to do in cybersecurity, cloud. I strongly believe in hybrid cloud. So a combination of strong partnerships with the hyperscalers, but also having our own sovereign cloud solution, there is an increased interest. And I think Proximus is in a superior position in Belgium to capture the part -- the growth in hybrid cloud. Also, AI will go towards the edge. You see a lot of announcements, if you look at NVIDIA and Nokia. So we kind of own the edge real estate in Belgium from a telco perspective. So we see many opportunities. It will take time to capture those opportunities, of course. But I do think we have the team and we will build the organization to unlock that value that we really leverage our telco infrastructure in those new pockets of growth. Operator: There are no further questions. So I'll hand back to your host to conclude today's conference. Nancy Goossens: Thank you for joining us today, and thank you for your questions. As always, should there be any follow-ups, you can address those to the Investor Relations team. Bye. Operator: Thank you for joining today's call. You may now disconnect.
Operator: Good day, ladies and gentlemen, and welcome to the RioCan Real Estate Investment Trust Third Quarter 2025 Conference Call and Webcast. As a reminder, this conference call is being recorded. I would now like to turn the conference over to Ms. Jennifer Suess, Senior Vice President, General Counsel, ESG and Corporate Secretary. Ms. Suess, you may begin. Jennifer Suess: Thank you, and good morning, everyone. I am Jennifer Suess, Senior Vice President, General Counsel, ESG and Corporate Secretary of RioCan. Before we begin, I am required to read the following cautionary statement. In talking about our financial and operating performance and in responding to your questions, we may make forward-looking statements, including statements concerning RioCan's objectives, its strategies to achieve those objectives as well as statements with respect to management's beliefs, plans, estimates and intentions and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. These statements are based on our current estimates and assumptions and are subject to risks and uncertainties that could cause our actual results to differ materially from the conclusions in these forward-looking statements. In discussing our financial and operating performance, and in responding to your questions, we will also be referencing certain financial measures that are not generally accepted accounting principle measures, GAAP under IFRS. These measures do not have any standardized definition prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other reporting issuers. Non-GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan's performance, liquidity, cash flows and profitability. RioCan's management uses these measures to aid in assessing the trust's underlying core performance and provides these additional measures so that investors may do the same. Additional information on the material risks that could impact our actual results and the estimates and assumptions we apply in making these forward-looking statements, together with details on our use of non-GAAP financial measures, can be found in the financial statements filed yesterday and management's discussion and analysis related thereto as applicable, together with RioCan's most recent annual information form that are all available on our website and at www.sedarplus.com. I will now turn the call over to RioCan's President and CEO, Jonathan Gitlin. Jonathan Gitlin: Thank you, Jennifer, and good morning to everyone joining us today. We're pleased to share our Q3 2025 results. RioCan's operating momentum accelerated this quarter. Our trio of high retention rates, strong leasing spreads and quality tenants represent the sustainable long-term outcome we've strategically built toward. Key performance indicators reflect consistent sustainable growth, underscoring the strength and resilience of our platform. Committed occupancy of 97.8%, retail occupancy of 98.4% and our Q3 retention ratio of 92.7% highlights the value tenants place on space in RioCan assets. This demand translated into strong performance with commercial same-property NOI, up 4.6%. RioCan is operating from a position of strength. Our performance is driven by a number of factors, but relies heavily on our focus on tenant quality and disciplined asset management. Premium retail space remains scarce and exceptionally high barriers to entry make meaningful new supply unlikely. At the same time, demand continues to be strong from top-tier necessity-based retailers. These retailers are not just getting by. They're focusing on growth. They're proving out their strength and ability to thrive in any economic backdrop. These tenants exemplify the caliber of retailers that comprise RioCan's portfolio. This supply-demand imbalance is most acute where RioCan's assets are concentrated. Our properties are in Canada's major markets with an average of 277,000 people and a $155,000 household income within 5 kilometers. Our strategy is straightforward. We optimize our portfolio by selling assets that don't align with our strategic vision. On the flip side, we invest in those that do. Over the past decade, we've diligently executed this approach and it's yielding measurable success. We are keeping our centers full and generating strong leasing spreads, and we're doing so with high-quality tenants. We're in a third quarter of operating under the current tariff environment, and we're pleased though not at all surprised to see our portfolio and tenants performing exceptionally well. This is the benefit of a tenant mix that features necessity-based retailers with strong balance sheets that provide everyday needs. Canada remains an attractive market for our tenants and our centers are ideally located to support their growth. RioCan's leasing spreads remain at record highs. We captured market rent growth across the portfolio, achieving blended leasing spreads of 20.8% this quarter, including 44.1% on new leases. Year-to-date, the average net rent for new leases was $29.58 per square foot, nearly 30% above the average for occupied space. Renewal spreads were also strong at 15.2%. This is especially noteworthy given that an outsized proportion, 48% were fixed at lower growth rates this quarter. Same-property NOI will continue to benefit from this mark-to-market gap. Specifically, there are 10.7 million square feet of leases coming up for renewal at a relatively consistent pace over the next 3 years. Combined with our success in embedding annual growth in new leases and unlocking fixed options in existing leases, this trajectory is sustainable. We are striking an extremely healthy balance between replacement and retention. We're enhancing tenant quality and rental rates by replacing certain transitional tenants. At the same time, we are retaining strong established tenants to reduce downtime and capital requirements. When opportunities emerge, we secure high-quality tenants for our properties. Alternatively, we also like to help our reliable established tenants expand their existing footprints within our assets. We put our platform to work and we help those tenants by seeking out opportunities in adjacent and surrounding space and help them execute on the enhancement and expansion of existing space. We're excited to share a number of examples to demonstrate this strategy at work later this month at our Investor Day. Our strong quarterly performance goes beyond the numbers. It reflects the quality of our portfolio and the discipline behind our strategy. We previously indicated our plan to repatriate $1.3 billion to $1.4 billion of capital which will be infused back into the business over 2025 and 2026, and we remain firmly on track. Progress continues on monetizing our residential rental portfolio. We've sold our interest in 6 RioCan Living properties, 5 of which closed in 2025. These 5 transactions have contributed to the almost $500 million of capital repatriated since the start of this year. Based on the quality and desirability of our RioCan Living assets, we're highly confident in our ability to continue to monetize these assets and to put the capital to work accretively in the numerous capital allocation opportunities we have at our disposal. Our business is rooted in a strong portfolio, a favorable retail environment and strong operators. This lends itself to the simplification of our business around our retail core, leveraging our decades of experience to deliver reliable, durable income and growth, focusing our resources, human and capital on this core is a logical conclusion that will serve our unitholders well into the future. I'll wrap up in a moment, but before I do, I'd be remiss if I didn't mention that our commitment to excellence was further validated by our impressive performance in the 2025 GRESB assessment. Among other recognitions, we maintain regional sector leader status in the Americas under the retail sector and the first rank among North American retail peers in the standing investment assessment. So as we look ahead, our outlook remains aligned with the guidance we provided in the first quarter. FFO per unit of $1.85 to $1.88. FFO payout ratio of approximately 62%, and commercial same-property NOI growth of approximately 3.5%. We continue to see strong demand for high-quality, necessity-based retail space in Canada's major markets. Our leasing strategies are fueling organic growth and our disciplined capital management is amplifying that growth now and for the future. We are excited to share more at our Investor Day on November 18. Our team is energized, our strategy is clear and our portfolio is positioned for continued success. Thank you for your time today. I look forward to your questions and to sharing more about our progress in the coming weeks. Dennis Blasutti: Thank you, Jonathan, and good morning to everyone on the call. Our core real estate portfolio continues to deliver strong results, and we continue to simplify our business to focus on this core. FFO excluding condo gains and excluding HPC-related income, was $0.39 per unit, compared with $0.38 in the prior year. This increase was driven by a 4.6% growth in same-property income in our core commercial portfolio and the benefit of unit buybacks, partially offset by higher interest expense. Total FFO was also impacted by the following items that are noncore to our business. FFO for the quarter contained $17.5 million of gains related to residential inventory, an increase of $4.8 million or approximately $0.02 per unit compared with Q3 2024. Lower fee and interest income due to residential inventory completions had an impact of $0.01, reduced NOI and fee income related to the former HPC locations had a combined FFO impact of $0.02 per unit when compared with Q3 2024. Net income for the quarter was impacted by valuation losses of $242.8 million, driven by factors that are not reflective of our core retail portfolio. This amount includes $148 million of net fair value losses on investment properties comprised predominantly of 3 categories. The largest component was $95 million related to excess density driven by properties that have been reprioritized. We have a significant amount of long-term density potential in our portfolio. However, given the stagnant land and development market, it is important to ensure that we are maximizing income from the existing retail on our properties. As such, we determined that the redevelopment of properties such as Colossus, Scarborough Center and RioCan Hall will not proceed for a number of years. This determination and commitment to focus on the core retail aspect of these properties removes any ambiguity related to these sites freeing up our leasing team to maximize retail rents by offering longer lease terms to our tenants. The second category totaling $25 million relates to assets that are high quality but with lower growth potential attributable to a significant proportion of fixed renewals associated with anchor tenants such as Walmart. These are similar to assets that we have sold over the last couple of years and represent a minimal proportion of our portfolio. The final category totaling $28 million relates to 3 large Toronto-based residential rental buildings. We have seen weakness in rent growth and occupancy in submarkets where there is high competition from condo delivery. So we have reduced the stabilized NOI assumption for these buildings. As noted, the valuation losses relate to 3 categories that are not reflective of our core commercial real estate portfolio. Our NAV per unit at the end of the quarter was $24.9 which is approximately 29% above the current unit price. Going forward, we will focus on compounding NAV by growing income from our core portfolio, along with the accretive allocation of the substantial capital we expect to repatriate over the next couple of years. We are rapidly advancing toward a conclusion for the forward HBC locations with asset plans for 12 of the 13 locations. As previously stated, we will only participate in assets where we would expect strong return on capital, and we will not participate in mixed-use redevelopments. The impairment in the quarter writes off our remaining equity in the HBC-JV. We have also taken provisions related to our loan and guarantee exposures. We have taken a conservative approach to the accounting of these assets while continuing to pursue all avenues to recover value. With the asset plans in place and the financial provisions recorded, this chapter is substantially behind us. As we focus on our core business, we are winding down our mixed-use construction. Year-to-date, the spending on mixed-use IPP construction was $40 million with 186,000 square feet delivered. With approximately $70 million remaining to be spent for the balance of the year and our committed capital for development construction in 2026 of only $15 million we will have significant flexibility going forward to invest capital where it's most accretive. In addition, we have delivered 61,000 square feet of retail infill development. This is an area where we invest in our core portfolio to drive attractive returns through growth in NOI and NAV growth and will be a continued area of focus. We are repatriating a significant amount of capital to our balance sheet. We expect approximately $1.3 billion to $1.4 billion of capital from the sales of residential rental buildings and pre-sold condos over the course of 2025 and 2026. So far this year, we have brought in nearly $500 million of capital. $314 million in total asset sales, of which $250 million has been from the sale of 5 residential assets sold so far this year, bringing the total sold to 6 buildings with the sale of a number of others in process. $163 million is from condo closings, resulting in a repayment of $128 million of construction loans and the removal of $323 million of guarantees. We expect the remaining condo units at the end of the year to be valued at approximately $130 million, which is an insignificant amount in the context of RioCan's balance sheet, putting this program materially behind us. As a result of this and other initiatives, our credit metrics have continued to improve. Our adjusted spot debt to adjusted EBITDA improved to 8.8x solidly within our target range of 8x to 9x. Our unencumbered asset pool grew to $9.3 billion. Our ratio of unsecured debt to total debt was 64%, and our liquidity was $1.1 billion. Our balance sheet provides us with financial flexibility to take advantage of opportunities as they arise. As I conclude my remarks, it is important to mention that our results are driven by our best-in-class platform. This includes our team of very talented and hard-working people. Our team has always utilized data that we collect from our vast portfolio to make decisions. Over the past few years, we have been upgrading our ability to leverage this data through the implementation of a new ERP system, migrating our systems to the cloud and employing analytical reporting and tools. This ensures that our teams have the best information and analysis available as they execute our strategy, whether it be negotiating a lease, investing in a retail infill project, or buying and selling assets, we ensure that the relevant data is available and the collective knowledge of our organization is brought to bear. We apply a continuous improvement mindset to ensure that we optimize the tools available to our people driving efficient processes and effective decision-making. With that, I will turn the call over to the moderator for questions. Operator: [Operator Instructions] Our first question comes from the line of Sam Damiani with TD Securities. Sam Damiani: Lots going on here at RioCan, and it's exciting to see in the next couple of years. I just wanted to start off. I think Jonathan or Dennis, one of you mentioned sort of numerous capital allocation opportunities in front of you right now. I wonder if you could be a little bit more specific in terms of what you're seeing and I guess, how much capital could be allocated? Jonathan Gitlin: Thanks, Sam. Good morning to you and thanks for joining the call. We are going to elaborate quite a bit more on that at our Investor Day. So I don't want to put too much emphasis on it today, just leaving something to talk about when we see you next -- in 2 weeks from now. But I'll give you the most obvious ones. Right now, the opportunities that are highly accretive and also beneficial, our infill development in our retail scope. So really looking at properties that we own where there is existing retail and we can make it better through the creation of additional retail pads and strips, and we're now in a position where the rents justify the expense of building out those additional square footage. And then the other is obviously NCIB, which we participated in the past. Given where our stock or where our units are trading relative to NAV and what we feel is an immediate FFO, return on FFO, we feel it's a pretty obvious place to place money. In addition, of course, there's paying down debt. Those are the 3 pillars, I'd say that we're focused on most, but there are many ancillary ones that we're also focused on, and we're going to elaborate on at the Investor Day. Dennis, do you have anything to add to that? Dennis Blasutti: No, I think that's right. And I think what's also important is to just note what Jonathan didn't mention, which is we're winding up our mixed-use development program. That's just not a priority for us right now in terms of any large construction at scale. So yes, I would agree, putting money back into our own portfolio, retail portfolio is a great use of capital right now, and it's hard to ignore the stock price. Sam Damiani: Okay. Great. And I look forward to November 18. Next -- my second question is on, I guess, the fair valuing -- the fair value changes you detailed on the quarter. I just want to be clear, the $90-odd million taken on the density assets, like what does that leave on the balance sheet for sort of excess density value recognized in your fair value? Dennis Blasutti: Yes. So I'm just trying to look at the number here. There is still value on a -- for some of the zoned square footage. I'm just kind of go into it here. We have -- our value in [indiscernible] is about $700 million, about $180 million of that is under construction site. So if I kind of do the math quick here, it's just, call it, a little over $500 million of total density value still on the balance sheet. When you kind of put that against almost 20 million square feet of zone density, it's a pretty low value on a per square foot basis. Operator: Our next question comes from the line of Brad Sturges with Raymond James. Bradley Sturges: Just focused on the core commercial portfolio, obviously, pretty strong results you continue to see there. Just curious, the renewal rent spreads continue to improve even with a higher proportion of fixed rate options. Do you think you've kind of hit a peak at that point? Or how do you expect your rent spreads to trend over the next few quarters? Jonathan Gitlin: We preached in the prepared remarks about the sustainability of the conditions. I can't predict precisely where our renewal spreads will be, but we do think it's going to be a strong market for landlords like RioCan, given the strength of our portfolio going forward. I don't see a catalyst to change these conditions in the near or medium term simply because there is no new supply, and we recognize that the tenancies that we're dealing with are typically very much in growth mode. So we really do see the ability to continue achieving solid rent spreads. We're not providing specific guidance at this point, but we have said in the past mid-teens, and that's, again, a pretty comfortable spot. And so I think it's -- if you look at also the opportunity set, as I mentioned in my prepared remarks, we've got over 10 million square feet that will be up for renewal over the next 3 years on a pretty consistent basis. And there's a significant mark-to-market. I mean if you look at the rents that we wrote in Q3, they were over $29 and that compares favorably to the average rents we have across our portfolio, which is in the $22.50 range. So that's about a 30% range that we feel very capable of bringing in through a strong renewal process. Bradley Sturges: Sounds good. And just a follow-up to that. Just with respect to next year's expiries, is there anything that stands out in terms of anomalous or would be unique or would be pretty similar to what you experienced in 2025 and you kind of see that consistent results going forward for next year? Jonathan Gitlin: Yes. I mean the beauty of scale, Brad, is that we really -- we have so many properties with so many tenancies. And even if there is 1 or 2 larger renewals coming up that might be like a Walmart renewal with a flat provision, it's offset by so many other renewals that don't have flat provisions or they go to market. So there might be 1 or 2 larger or 3 or 4 larger tenants that will come up for renewal that might be a little bit flat. But again, in the scheme of things, they won't change our guidance or outlook. I'll look to John Ballantyne just to see if I've missed anything there. John Ballantyne: No, you haven't, Jonathan. And I would also add, again, we're going to sound like a broken record, but we are going to unpack this a little more in our Investor Day in 2 weeks, namely where we think the market -- what the actual mark-to-market spread is in our existing leases and how that's going to unfold in the same-property revenue over the next 3 years. Operator: Our next question comes from the line of Mario Saric with Scotiabank. Mario Saric: Just a really quick one on HBC and specifically the Ottawa location. It seems like it's the one asset where plans are still forthcoming. Do you have a sense of the timing of clarity on that asset? Jonathan Gitlin: Thanks, Mario. There is no defined time line at this point. We've got a few different options that we are exploring, and we endeavor to keep everyone apprised of how those unfold. But again, as we've always committed, we're not going to put any significant capital into these assets unless there is a logical return that competes with our other capital allocation opportunities. Mario Saric: Okay. And then shifting gears just again, real quickly to RioCan Living. Any notable quarter-over-quarter change in terms of asset buyer sentiment? We've heard from some peers in terms of the beginning of some institutional interest coming into the multifamily space. So as it pertains to RioCan Living, are you sensing any incremental demand? And how does that change the time line in terms of selling off the asset? Jonathan Gitlin: Time line is still intact. I would say that the demand for our new builds, no rent control, limited CapEx residential portfolio has been consistent throughout. I don't think there's been significant ebbs and flows in the demand for them. In terms of the profile of buyers, again, we haven't really seen much of a change. We've had a pretty wide spectrum of buyers or interested parties thus far, and that hasn't changed. So the time line hasn't changed nor has the outlook, which is favorable and positive for the disposition of the remaining assets. Andrew, anything to add there? Andrew Duncan: No, John, I think you captured it. As you said, we've got bid depth in both institutional and private and we remain confident in our goal. Mario Saric: And just last question. As it pertains to the Investor Day, I'm not asking what you may disclose, but is the retail environment today and your confidence level in the portfolio today such that you feel comfortable disclosing 1-year, 3-year targets on some of the key metrics such as FFO, same-store NOI, et cetera? Jonathan Gitlin: Yes. We're going to give some pretty thorough outlooks. I think it would be a letdown at Investor Day if we didn't. So we will certainly leave you with a good outlook on the next few years. Operator: Our next question comes from the line of Michael Markidis with BMO. Michael Markidis: Congrats on the strong core portfolio results. Just wondering if you'd help us think about property management and other service fees and interest income have been a fairly significant contributor to your business on the earnings side over the last couple of years, and it is starting to moderate. How should we think about the trajectory of those 2 line items going forward? Will it continue to moderate as development winds down, the interest income, I imagine there's a bit of a rate component there, probably a little bit less capital invested. Just anything you can do to help us with those line items would be helpful. Jonathan Gitlin: Sure. I'll start, and I'll turn it over to maybe Dennis. . I think they will continue to moderate just in the sense that we have slowed down development and a large component of those fees came from development and management on behalf of others. In terms of property management fees, we have a set of properties that are co-owned and we are always the manager for those. Whether the number of co-owned properties increases or decreases, I think it will be a marginal component of those fees going up or down. So I don't think there will be much to add there. But we are an entrepreneurial organization. We are always looking at ways to continue to use the strength that we have one of those strengths is a very strong platform at RioCan. And so we look to -- at opportunities to utilize that to create fee income. But it's hard to predict at this point what exactly those will be and how much they will be for. So I think you would be appropriately suited just to keep things sort of on a level trajectory going forward. Dennis, I don't know if you have any further comments on that? Dennis Blasutti: Yes. No, I would agree with that. I think -- and I mentioned, I think, in my prepared remarks, there was a decline related to development management fees and interest income associated with some VTBs on condo properties. So I think that is going to moderate and sort of level out. The property management fee should be pretty level on that one. Michael Markidis: Okay. And one of the other fee components, I guess, has been a strong contributor over the past couple of years has been the financing arrangement fees. Like how do we think about that going forward? Is that similar to the development pipeline? Or is that related to other activities? Dennis Blasutti: I would say it would level off a little bit as well because it was related somewhat to development. We do occasionally do mortgages on behalf of properties that are co-owned, which will add a bit of fees here and there, but not -- I don't see that as a meaningful contributor going forward. Operator: Our next question comes from the line of Matt Kornack with National Bank of Canada. Matt Kornack: I was wondering if you could just help a little bit on bridging kind of the current quarter to future quarters in terms of HBC more in line with kind of any incremental capital deployment related to the, I guess, 3 assets that you own and the NOI generation. What would maybe be in this quarter versus what will be in future quarters considering more of those income-producing assets? Jonathan Gitlin: Dennis? Dennis Blasutti: Yes, sure. So on the 3 assets that we're backfilling, we had given a guidance range of about $100 to $125 per square foot, equates to approximately $25 million in total for capital outlay on those. So that's the number there. We had messaged that we would see -- we had about $0.08 of FFO coming in from HBC -- in total, that was going to go away. We'll claw back some of that with the acquisition of Georgian and Oakville and the backfills, probably about $0.01 in 2026 and then about $0.02 in 2027 as the tenancies ramp up. Matt Kornack: Okay. That's helpful. And then just on the nonrecoverable operating costs, they've been a little elevated this year starting in, I guess, Q4 of '24. Is that onetime in nature? Or is that a change in kind of the portfolio composition? Just trying to understand where those should head over the next year. Jonathan Gitlin: John, do you have a thought on that? John Ballantyne: Yes, I actually don't, Matt. We'll take a better look at that and get back to you with an answer. Operator: There are no questions registered at this time. [Operator Instructions] All right, I am showing no further questions at this time. I would now like to pass the conference back to President and CEO, Jonathan Gitlin. Jonathan Gitlin: Thank you, everyone, for dialing in. We will look forward to seeing you at our Investor Day coming up in 2 weeks. Operator: Thank you for your participation. You may now disconnect your lines.
Operator: Good morning, everyone, and thanks for waiting. Welcome to the conference for the disclosure of results of the third quarter '25 of Cogna Educação. [Operator Instructions] We inform you that this conference is being recorded and will be available in the RI site of the company, www.cogna.com.br, where you can find the whole material for this result disclosure. You can also download the presentation in the chat icon even in English. [Operator Instructions] Before going on, we would like to clear that eventual declarations being made in this conference regarding the business perspectives of Cogna, projections, operational and financial targets are the beliefs and premises of the company and the management as well as the information available for Cogna. Future information are not guarantee performance, and they depend on circumstances that may happen or not. So you have to understand that the general conditions, the sector conditions and other operational factors may affect the future results of Cogna and may lead to results that will be materially different from those expressed in future conditions. I'd like now to pass on the floor to Roberto Valério, CEO of Cogna to start his presentation. Mr. Roberto, please, the floor is yours. Roberto Valério: Good morning, everyone. Thank you for participating on the conference to discuss the results of the third quarter of '25. As we always do, we have Frederico Villa, our CFO here; Guilherme Melega, the Head of Vasta. This call will last 1 hour in which we'll have a 40-minute presentation and 20 minutes for the Q&A. So I'd like to start this meeting by saying once again that we understand this is one more quarter with great results in our understanding. We keep growing with the ability of operational delivery in a quite good way. It grows in a fast pace in double digits in the quarter and in the 9 months. So we are growing almost 19% of revenue in the third quarter and 13% in the 9 months. And I'd like to say that both the core business, therefore, higher education and basic education are growing double digits, and we keep investing in new fronts and future opportunities as it is the case of our business line for governmental sales as another example with our franchise starting. So from the point of view of growth, we understand that the core has a lot of capacity to deliver results. We are growing double digits with the same assets. Since the beginning of the structure in 2021, we understand that the core business still have a lot of opportunity to grow, basically refining and improving processes and the client experience. But we keep here planting and seeding new business to grow the company. The same way, the operational results keeps growing in double digits, basically 10% in the quarter and 12.4% in the year in the accumulated of the year. So this is the 18th consecutive quarter with the EBITDA growing. I'd like to reinforce our concern with consistency and it's a structural growth. So it's been 4.5 years that we are consecutively growing operational results. From the point of view of EBITDA margin, this quarter is pressured by an increase in the PCLD regarding Pague Fácil that was something that we did in Kroton in the commercial cycle. We will explore in the next slides as well as lower margin in Saber due to seasonality. And as you know, Saber, as Somos has the fourth quarter and the first quarter as strong quarters from the point of view of results and the third quarter is a smaller one. But in this case here of Saber, it pressured a little, but we'll talk specifically about PCLD later on. Now talking about the net revenue, we had BRL 405 million in the 9 months accumulated. So in spite the delta growth in the quarter to the net income was BRL 220 million because we had losses in the third quarter of '24. And when we analyze the 9 months, the delta of the net income is BRL 450 million. Obviously, it's being fostered by the improvement in operational results that we emphasize in the quarters we are talking about, but not especially, but also due to the reduction in the financial expenses to reduce the debt and our liability management strategies that allow the cost of debt to be lower. Therefore, the operational results with the lower expenses is happening in the net income. In terms of cash generation, we reached BRL 392 million with BRL 1.9 million less compared to last year. And as we always do, we let you judge if these points are one-offs or not. But in the third quarter of '24, we recovered taxes in cash of more than BRL 115 million. Obviously, if we compare operational to operational in the recover of taxes, our growth in the GCO would be 38%, therefore, quite a strong one. In the accumulated 33% of growth, almost BRL 940 million in post OGC. So the highlight of the quarter and the 9 months is the free cash flow. We reached BRL 300 million in this quarter, BRL 583 million in the 9 months accumulated. Just to emphasize, there's almost BRL 584 million in 9 months. This is 50% more than all the free cash flow generation in the whole year of '24. So in 9 months, as we generated more cash, 50% more of free cash flow than the whole year of '24. Now going to the debt, we reduced the net debt in BRL 474 million in the 12 months. I emphasize that only in the second quarter here, our reduction was more than BRL 220 million. So the cash generation is, in fact, being used to reduce debt. And then Fred will explain that aside from the reduction, we can also have important reductions in the average cost of the debt. Regarding leverage, we reached 1.1x the EBITDA, the lowest one in the last 7 years. The last time we had this level of leverage was in 2018. Therefore, we are quite satisfied with the results and prospectively thinking for the fourth quarter into '26, we keep having the same -- we keep optimistic and trusting that we have everything to have consistent results. Now going to Slide 5, we will talk about the operational performance of Kroton. And I think I can start by emphasizing the growth in intake more than 7% in the period. I would like to emphasize specifically the growth of the presential one. That is not the first cycle of intake. It's the third cycle that we have growth in the presential. And with the growth, I'll talk later, but with the growth specifically in the high LBV, I mean the most expensive courses, which help us in the ticket. And I relate this growth and the presential to our commercial model that is fine-tuned in the campy and is allowing this growth. And in distance education with a growth of 6.4% that is specifically to the change in the regulation for GL that fostered the course, mainly the health care courses that bring not only the benefits of growth, but also the improvement of the average ticket. So in the mix, it helps a lot. Obviously, we have a lot of evolution in the team, improvement of processes, systems and commercial strategies, but I reinforce that in the presential, this fine-tuned model in the campus helped a lot and the change in the regulation of DL fostered the enrollment, mainly in the health care courses that are the most impacted by the new regulations. The student base grew 2.7% in total. But if we consider only ProUni and ex ProUni, the ones that, in fact, pay and generate cash to us, the student base grew 4%, quite important and consistent as it's been over the last years. From the point of view of average ticket I also have emphasis here in this quarter because the Kroton as a whole is growing 11.7% in 3 segments: presential, DL and on-site -- I'm sorry, KrotonMed, and we have 2 points helping the average ticket. Newcomers, as I mentioned, in on-site, we have more enrollment in the most expensive tickets and in DL, also more newcomers in the health care courses on average with a greater ticket. But I also have to mention that we can repass the inflation to the old students in KrotonMed on-site and DL. So we have both old and new students with an increase in the average ticket, which pushed this growth to almost 12 points. Now in Slide 6, talking about the net revenue. Obviously, if we have more enrollment. And I forgot to say something important here about intake reinforcing that, obviously, the volume of intake is important to us, but the balance between volume and ticket is very relevant. We are always analyzing take analyzing the revenue in the period and the revenue grew 41% in this period. When you have a new period growing the revenue, and we know that the students will be with us for many semesters. In perspective, we have quite a positive result regarding the revenue for the next months and quarters. Now talking about revenue specifically. So we grew almost 21%, growing a lot on-site and online education. So we grew a lot in both front. So to be completely transparent, even if we reclassify the discounts that, as you know, we have a complete disclosure with all the items we are using since we reclassified the discount with inactive students for IDD with a neutral impact in the EBITDA, but adjusting the revenue, this growth instead of 20.9% would be 15.9%, but even though quite a strong double-digit growth. I'm talking about the accumulated, it's the same, 17% in on-site and DL. And here, we see the effect of Pague Fácil that we'll talk later is more diluted. Therefore, the delta between the growth we see of 17.4% and the growth ex Pague Fácil is smoother. Now in Slide 7 and talking about the gross profit as a whole, it grew 21.5% with a small increase in the gross margin from 79.4% to 79.9%. And in the same way in the accumulated in the year, we had an important growth in gross profit and a slight growth in the gross margin, which shows that the growth in operation in its core that is revenue minus cost is quite positive, and we are gaining on efficiency when we analyze the 9 months. The gross margin improved 0.7% with a small reduction in the margin of KrotonMed, and it's important to emphasize that in the 18 courses that we have, the medicine courses that we have, 3 are new. And as they mature, they increase the base of cost as we hire more professors. So the amount of hours increased, the general cost increase. So it pressures a little the margin, but according to expected and completely in line with our plans. So in Slide 8, costs and expenses. As you can see when we analyze cost and expenses with the percentage of net revenue, we have a gain in performance in all lines. So corporate expenses with a small gain in performance, the operational ones gaining more than 3 point percent of market and sales with diluting 1 point percent as the cost, as I mentioned in the previous slide. So the company grows and grows keeping the costs controlled and specifically the expenses controlled, which makes us gain efficiency and diluted with the percentage of net revenue. The only difference is PCLD that I'll explore in 2 slides because in the third quarter of '24, it was 6.2% growing 7.6% going to 13.8% due to 2 factors, both the reclassification of the discounts for inactive students as well as the greater penetration of Pague Fácil, but I will talk about it in other slides. When we look at the accumulated, you see that we keep growing in efficiency with no operational expenses and marketing and cost and I'm in Slide 9. So we have more -- 2 points more of dilution and marketing, 1.4%. So gaining efficiency, we see that the operation is quite adjusted. Now in Slide 10, so that we take more time here explaining those differences in the PCLD, we made this diagram to be easier to understand. So I am on the left and considering the third quarter of '24 with the first information, you can see the net revenue, BRL 939 million, which was published in the third quarter '24. The PCLD was BRL 58 million. Therefore, the percentage would be 6.2%. With the reclassification of the discounts that is so that we didn't have a reduction in the revenue every time we renegotiated with an inactive student, we would start classifying the discounts in the PDA. So in the pro forma of the third quarter of '24, the PDA would be BRL 98 million and not BRL 58 million, but the revenue would increase from BRL 939 million to BRL 980 million. So in the pro forma comparing it, the third quarter of '24 to '25, the PDA divided by the NOR would be 13.4% and 13.8%. Therefore, an increase of 3.7% in the PDA. So I explained the first delta of the 6.2% that adjusted by the reclassification of discount would be 10.1%. And if we consider delta for Pague Fácil, that is the offer that we implemented in this quarter, the PDA would be stable. And why would it be stable? Because our inadequacy is not increasing. It's kept the same. The fact is that when we offer more offers in Pague Fácil, that is the facility to pay the first installments. We don't have the history of credit of the students. So we provision more than students that we already have their history so that you have a reference. The level of provisioning is close to 10% to the student with the history. And in this case here of the students coming with this offer of Pague Fácil, we provision 47%, therefore, a greater provision. So that's the explanation, so why the PDA is growing. So it increases in this quarter because this is when we give the offer to the student. And in the fourth quarter, we don't have the offer anymore because we don't have newcomers anymore. So you see a convergence of the PDA to the closer number of pro forma. So explaining the movements, I would like to take some minutes here for you to understand the offer itself. So with the change of the regulatory framework, many players among us started communicating that they should take the period before the regulatory framework change to enrolling courses that won't be available anymore. But during the intake process, we realized that many players were offering discounts in the monthly payment. So in practice, it reduces the LTV of the student because all the payments that we come along the life of the student will be with a lower ticket. So we decided another offer. So to keep the average ticket, but offering to pay the second -- first and second payments in July and August in our case, installment. So the student enrolls because they are making the enrollment in middle of August when classes started. So they didn't pay July and they didn't pay August. They are starting to pay from August on. So these 2 parcels were not a bonus. So we divided them installments during the period of the student course. So in this case, the students in 4 years would be divided into 46 months. So as we don't know the credit profile of the students, they are new. So we provision more with these 2 payments that we booked and we are receiving month by month. So for you to understand clearly the offer, that's it. And it makes sense because we don't give up on the average ticket. We don't reduce the LTV of the student. We simply consider installments for the payment of 1 or 2 monthly payments along their course of time. So if you have more doubts regarding that, we can discuss in the Q&A. And we have a second table that is the deadline for receiving, which shows that the default is still positive. That's why we are decreasing the average deadline from 47 to 34 days. So this is the clear proof that is the P&L because we see that the student is, in fact, generating cash. Now going to Slide 11. The consequence of all that is the EBITDA result. Therefore, the EBITDA in the quarter grew 10% in the year accumulated 15.8%. So you can see a drop in the margin between the third quarter of '24 and '25 going from 37% to 36%. So the reclassification of discounts and the additional provision of Pague Fácil is pressuring the margin because it is increasing the PDA, but all the other costs like marketing, operations, corporate is all -- they are all diluted and gaining on efficiency, and we see that clearly in the results and in the cash generation. With that, I finish the explanation of Kroton, and I'd like to pass on the floor to Guilherme Melega for the comments on Vasta. Guilherme Melega: Thank you, Roberto. I'll go on with Slide 13 on the net revenue. I'll concentrate on the graph on the right with the commercial cycle because the third quarter is the one finishing what we call the commercial cycle of Somos Educação that goes from October to September. So here, we have the total idea of how the classroom behaved and everything that happened and will -- that happened in '25. So we reached BRL 1.737 billion, which is 13.6% considering the cycle of '24. The highlight is the subscription products with the teaching and complementary solutions that grew 14.3%, reaching BRL 1.32 billion. And now the non-subscription had an increase of 17%, reaching BRL 118.6 million result of the growth of our 2 flagships all in Anglo, one in São José do Rio Preto and the Pasteur Institute also with a growth in the pre-SAT courses in the year. So we acknowledge the growth in the 2 main business lines of the company. I also emphasize the B2G, bringing a natural volatility, but we could with new contracts keep the balance in this line of revenue, also keeping a similar level to '24, reaching BRL 76.2 million, BRL 66.8 million, I'm sorry. In Slide 14, I'll show our subscription sector. So we start on the right, where we have the breakdown of the core segments that are the learning and teaching segment. The complementares, the social emotional bilingual, makers and other complementary activities to the basic subjects, our growth was quite robust, reaching 14.3% in total. But the core segments grew 12.5% and the complementary segments, 25% as we can see a faster growth in the complementary over the years. And I'd also like to emphasize something that Roberto commented that is quite important to us. That is our consistency over the years, delivering that. So on the left, we see the first ACV of Vasta that is in 2020 when we acknowledge BRL 692 million compared to BRL 1.552 billion that we are delivering by the end of this semester. It represents 2.3x more, so a figure of 17.5%. So we are quite satisfied with the performance we can reach with the gain in market share and the penetration that our products are having on the private market. Now going to Slide 15, talking about the EBITDA, we grew 10.6% in our EBITDA, focusing here also in the cycle. We reached BRL 480.9 million EBITDA, the greatest one of Vasta in the commercial cycle, representing a margin of about 28%, in line with the previous year. And here, we will decompose a little our expenses going to Slide 16. I'll talk briefly because the third quarter to Vasta is not so significant, but it is important to note when we look at the table, our recurring gain in lower provisioning of PCLD. So we had a provisioning here, a lower one as we observed in other quarters. And we have more investments in marketing and sales because we are in the peak of the campaign for '26. But when we analyze the next slide, 17, we have an idea on how our expenses behaved in a complete cycle. So here, we have our total expenses when we analyze the table with the percentage of revenue, keeping in 71% with emphasis to the gains in productivity that we have in corporate expenses, operational expenses and PDA, as I mentioned in the previous slides. We have small investments in marketing and sales that should keep the double digit of the revenue. And in costs, I call your attention to the impact of 2.1% result of a mix that comprises more and more complementary products that we pay royalties for. So they have a higher cost like bilingual and social emotional as well as the Mackenzie system that grows in a fast pace. So these products have royalty, they increment a little our costs. On the other hand, we do not deliver capital to develop the product. So when you look at the benefit that we have in the cash, it's much greater than the small points of margin that we observed in the total costs. And lastly, I would like to emphasize that we are in the peak of the commercial campaign for the cycle of '26. We are quite optimistic with this period to keep the growth and keep the history of ACV as we saw before, we will have probably quite a good '26. I emphasize that we reached more than 50 contracts and we are operating 6 units this year. Next year will be 8 as franchising with a total of 14 units and the B2G is a big path of growth that we have with a lot of prospection at this moment, and we hope to have quite a hot fourth quarter to supply the cycle of '26. Now I pass on the floor to Fred to go on the presentation. Frederico da Cunha Villa: Thank you, Guilherme. Good morning, everyone. I'll start the presentation of Saber. And remember that Saber has some businesses, the national program of didactic books, languages, other services encompassing governmental solutions and so on. So note the graph on the left that in the quarter, we grew the revenue from -- of 9.4%. So this growth was fostered by the hitting of 2 business. First of all, 17% in languages; and secondly, the growth of Acerta Brasil that is governmental solutions with a growth of about 38%. It's important to remember that in '25, this is the year of purchase for high school and repurchase for elementary school. In high school, we had a gain of 8% in market share, which shows the growth that we have in our products with the program of didactic books. However, we see that there is no representativity in the quarter. We had a displacement from the third to the fourth quarter. Now going to the graph on the right, in the accumulated, I had a reduction of 9% in 9 months comparing '24 to '25. So this reduction, as I mentioned before, is only a reflect of the displacement and the reduction of the PDA, but it's according to the fourth quarter, and we had businesses with a positive impact of about BRL 32 million in 9 months in '24. And in the year, in the 9 months, the big effect here was in the first quarter that we've had a revenue that walked back in about BRL 60 million, but our expectations, as I mentioned before, is that we will have a stronger fourth quarter with the displacement of the didactic books program. So going to Slide 20, talking about the recurring EBITDA and margin EBITDA. As we said before, this is a year to grow the margin, but with the EBITDA growing and it shouldn't mainly due to the effects of investments that we will have in the material for marketing and all the commercial part, mainly, as I mentioned before, due to the repurchase program of high school and in the accumulated of 9 months that finishing September 30, we saw a growth in our EBITDA of 16%, leaving from -- going from 67.5% to 78.5% with an expansion of margin and 4.7%. So it's a neutral semester with a growth in revenue, but without growing the EBITDA, but this is due mainly to the displacement of the PDA. Our expectation is to have quite a positive fourth quarter. Finishing the presentation of Saber, I start now Cogna. Cogna represents our 3 main businesses like Kroton and Somos and Vasta, and I just mentioned Saber. So just a brief summary going to the final presentation. We had a growth in the revenue in the quarter in Cogna of 18.9%, reaching BRL 1.523 billion. So we grew revenue in all businesses. And in the accumulated, we also reached BRL 4.816 billion with a robust growth. That going to Slide 23, we have the demonstration in the recurring EBITDA and margin EBITDA. So we grew the EBITDA in the third quarter 9.8%, reaching an EBITDA of almost BRL 423 million. And as I mentioned, we grew the revenue in our 3 main businesses in Saber. We decreased the EBITDA, but we have the effect, as Roberto mentioned before, the effect of our commercial strategy in Kroton for intakes via Pague Fácil. And the main goal here was to keep the average ticket. You can see in our release that we can keep and have even growth in our intakes, and we had an impact in the PDA. We grew with the program to pay installments in Kroton, and in this way, we grew the PDA in the accumulator of 9 months, we grew 12.4% reaching an EBITDA of BRL 1.530 billion. Now going to Slide 24 with net profit and margin. In the quarter, the third quarter of '24, we had losses of BRL 29 million, and now we reached a net profit of BRL 192 million with a growth of more than 700% and a growth in the margin of net profit. And this comes from the growth of our operational results and it grew about 10%. We had a reduction of our financial results. So with many initiatives here in liability management and renegotiation, we reduced our financial results in 13%. And the main effect here is the effect of taxes of BRL 126 million and the reason we demonstrated this continuation and the operational effects and what are these effects mainly here with the reversion in the contingency that is not going over our EBITDA and the recurrent results, and we had the condition of the income that I briefly explain means that we had a company, Saber that had the tax losses in revenue income. And we incorporated this company so that we had this benefit in this year and future benefits. So look at this year, we had accountability effect of BRL 126 million. But in the fourth quarter, we will compensate BRL 11 million in taxes. So this operation brings not only accountant benefits, but in the cash of '25 and the years to come. If the accumulated, we reached almost BRL 406 million next year -- last year, in December 31, '24, we had a profit of BRL 879 million. Just remember that part would come from a reversion of contingency and our net profit of the operation was BRL 120 million. So in 9 months, ex effect of the income taxes, we reached the net profit of the operation compared to the previous year. And finishing that, the most important to us in the company is as we manage the company and we look a lot that for getting EBITDA and now analyzing the net profit and the cash generation and free cash. So we can see that in the operational cash generation, we had a slight reduction of 12%, reaching -- going from BRL 392 million last year. And last year, we had a positive effect of BRL 150 million of receivables of taxes from the federal revenue, and we had this benefit last year. We didn't have the benefit this year, but it's part of the game. So there is no adjustment. We are not proposing that. We are just explaining. But the most important to us is the free cash flow that we grew in the free cash flow. And when I say that, it is the generation of operational cash post CapEx and debt. So we reached BRL 300 million with a growth of about 3%. I'd like to mention also that the company analyzing the risks, we kept the second quarter of '24, '25 compared to the third one or the third of '24 with the third quarter of '25, we had a risk neutral with a small decrease of about BRL 9 million regarding the second quarter of '25 and BRL 17 million compared to the third quarter of '24. So you can see that the cash -- the free cash flow is not coming from postponing the risk. We are reducing our risk. And just to finish the free cash flow, an important data is that in the accumulated, we reached BRL 584 million last year. We had a generation of BRL 395 million. So remember that our fourth quarter, as I mentioned, is strong here in the national program of didactic books, and it's also a strong quarter in Somos Educação. So we are thrilled with what is about to come to the fourth quarter. Now going to the end of the presentation, our cash position and debt, we -- in Slide 26, I would show that the important is that we are reducing the net debt. So we reached BRL 2,576 million. We finished the third quarter in a strong cash position with BRL 1.277 billion. And the message here is analyzing the amortization schedule. In '26, we don't need to do any debt, and we have no amortization for '26, which is generally a difficult year because it's the elections year. Now going to Slide 27, the last one of my presentation, I'd like to show the leverage of the company. We reached the leverage of 1.11x, our lowest level of leverage since the fourth quarter 2018. Considering the third quarter of '24, our leverage would be 1.58x. We had a reduction and more than leverage. We monitor also the net debt. So we had a reduction of net debt compared to the last year, BRL 474 million. And regarding the second quarter of '25 compared to the third one, a reduction of BRL 230 million, which shows that in the last 4 years, we are doing what we say, what we committed to hit the revenue and generate EBITDA that will do the deleverage of the company, free cash flow and reduction of net debt. And last but not least, our average cost of debt is reducing. So in the third quarter '24, we had an average cost of 1.82%. And in the third quarter, it's 1.52%. And as we understand the market and our rating that we maintain that, but with a positive prognostic. We have cost of an eventual debt for future liability management in a lower cost than this one that I mentioned of 1.52%. So we are still thrilled with more execution, more work. And I pass on the floor to Roberto Valério for the final considerations. Roberto Valério: Thank you. Now going to Slide 28. I reaffirm our pillars and growth is one of the pillars. It's not by chance, it's the first in the list. As we showed, we grow in all operations, and we are planting and developing new pathways of growth to the future. As Fred mentioned, we are thrilled to the end of the year, the fourth quarter that is generally with no news in Kroton, but given the diversity of our portfolio, we have good quarters in Vasta and Saber with a positive perspective to the year. And we see no different challenge to '26. We see the level of unemployment very low, people with good income. This is -- next year is electoral year, which benefits our businesses. We are quite positive to this item of growth. From the point of view of efficiency, it's in the DNA of the company. We have quite well designed all the processes. We are converging systems to 1 or 2 single systems to gain on synergy and speed. So we are working in improvement of processes, automation systems, implementing AI. That is something we've been doing since '23. So basically 2 years, almost 3. And this is something that is spreading in our value chain, and it will keep bringing efficiency in gross margin and reduction of expenses. So this is another front that we see opportunities. Experience, the client experience is something that is the core of our decisions. We keep improving the NPS of students and partners. So just for you to understand in this third quarter, we had 4 important awards that are related to customer experience in many segments. So it is still our focus, and we understand that we serve well to reduce the churn and improve the growth. And culture -- people and culture is an important pillar. We are investing a lot in training and development and assessing performance and skills and feedback of our workers so that they know how to develop and external trainings and courses, I think we are progressing a lot in this front. And it's not by chance that we could be in the ranking of the best companies -- Great Places to Work. So we have the GPTW, still, we've had that, but being in the ranking is very difficult, and we are there at the 12th position, and we are in the 6th position, I'm sorry. And it's quite nice and innovation, we are supporting the business areas of the company, speeding up the B2G and new ideas that are under discovery in the initial steps, but I'm pretty sure are the seeds for our growth in education that is a big segment, and our approach is not only one segment. We have a multi-segmentary strategy. We have a broad portfolio, which in fact increases the options of growth to us. From the point of view of ESG, it is still important in the agenda. We held the V Education & ESG Forum this quarter. We were acknowledged in the ranking besides being acknowledged for being the best companies in customer satisfaction by the MESC Institute and some awards among which the best legal department in the education sector. So it's said by other people, which is also more important because it's not our opinion. It's the experts in the sector saying that to us. With that, I finish our presentation, and I open for the Q&A. Thank you. Operator: [Operator Instructions] The first question is from Marcelo Santos, sell-side analyst, JPMorgan. Marcelo Santos: I have 2 questions. First, I'd like to mention Pague Fácil because you've always had the PMT. So I understand that, in fact, you increased the amount of that, but the program would be the same. So I'd like to be sure of that. And was it more focused in DL? Is it -- does it have something to do with competition? I would like to understand why it's stronger in the divisions that you showed. And I would like to know if next year, it will be more normalized. And the second question is related to the cash generation because the fourth quarter last year was very good. So is there any event, any effect to change the seasonality for this year? Or you would bet to say that it would be the same as last year? Roberto Valério: Well, Marcelo, thank you for the question. So regarding Pague Fácil, you are correct. It's the same program we already had. So the mechanism is the same. The only thing is that now we are offering to more students. In general, we would offer the benefits to the students later on in the course when they enter in August or September, and we offer now since the beginning of the intake process when we start offering the benefit beforehand, more students make use of this. So the penetration of the program increases. So it's the same program with the same -- greater penetration for newcomers, which means that looking ahead, we should then see new growth. It should be more stable when comparing the quarters because the penetration was almost absolute, let's say, quite high. Basically, all students enrolled took advantage of Pague Fácil in the period. And regarding the cash generation, Fred will say. Frederico da Cunha Villa: Well, Marcelo, thank you for your question. In the fourth quarter last year, we had a strong operational cash generation. This is the beauty of our business, the diversity that we have. So last year, we had a positive effect of the national program of didactic books and also governmental solutions. And the cash here wouldn't have anything different compared to what happened in Kroton last year. And our expectation is to have a positive cash, and it comes with the same effect that we've had last year with the national program of the didactic books. A point of attention here is that we are a little late. We would imagine that our third quarter would be stronger. The government is late. So it may bring some impact to the cash in the fourth quarter, but our expectation is not different from previous years. It is to receive in the fourth quarter. But if we don't, Marcelo, then we should receive in the first 15 days or the first 2 any -- first days in January '26. But as I mentioned, it is our daily life. Marcelo Santos: Just a follow-up in Pague Fácil, Roberto, it is more concentrated in some of the units due to the competition, it was more in DL or is it general? I would like to understand this point. Roberto Valério: Sorry, you asked this question, and I didn't answer. It's generated. It's not focused in DL, both on-site and DL and the corresponding courses of KrotonMed. Operator: The next question comes from Vinicius Figueiredo, the sell-side analyst, Itaú BBA. Vinicius Figueiredo: I'd like to discuss a little bit about this quarter because we had a more concentrated effect. You mentioned a lot PDA in Pague Fácil that reached the margin. But having that said, a good behavior of all lines in this quarter, along with the fourth quarter not being with such a strong PDD due to the lower intake. So does it make sense that this quarter was quite atypical regarding the performance comparing the margins of the years, and we would see the cycle again an expansion in the fourth quarter? And then in the context of next year, will this effect along with the investments to adequate to regulation, how is that as a whole? And the second point is a follow-up to Marcelo's question. What would you see here as the balance point to Pague Fácil? Outside this context -- this is a typical context of the second semester and looking ahead, what is the participation it should have as a whole? Roberto Valério: Vinicius, thank you for your questions. I think it is quite an important topic to us that you have it quite clear in Pague Fácil and PDD. So as basically all students came via Pague Fácil, there shouldn't have any additional impact in any other quarters. So let's consider that in the third quarter '26, if all students have Pague Fácil, the delta should be only the growth of the enrollment and not the take rate of Pague Fácil. So we have nowhere to go because basically all students took Pague Fácil, whatever grows in the PCLD is related to the intake for the future. So this is the first point. The second point, you are correct. As in the fourth quarter, we don't have newcomers. Therefore, we don't have the pressure of Pague Fácil. The trend is that PCLD comes to the average and reduces to a lower level like the inadequacy and the numbers that we have here, as Fred always mentioned, a PDA of processes of inadequacy would convert to that, therefore, remove the pressure of the PDA improving the margin trend. And you are perfect in your observation. Obviously, we cannot predict -- we cannot give a specific guidance, but this is the specification. I don't know, Fred, do you have any additional comments? Frederico da Cunha Villa: Well, no comments. It's exactly that. The comment I would make is that that as we collected more with Pague Fácil because Pague Fácil and PMT are only different commercial names, but basically, it's the same. So the important is that the PDA is high due to the payment installments if our inadequacy is in X. So this effect is in line and close to 10%. So we'll see the quarters and understand that there's nothing new because it's already provision if we improve the inadequacy and improve the dropout, we will have an upside to the future. Otherwise, the PDD is already correct. So regarding the perspectives for DL, considering the regulation, it's difficult to predict, but we can have some ideas considering 2 important aspects. One that in the beginning -- in May, when it was disclosed, how much of restriction of courses that were DL and now are semi-presential and how it could restrict the movement of the student, I mean, going from DL to on-site. So this is the first doubt. We are seeing that, yes, there is quite a positive migration effect in the first weeks, we are in the beginning of the cycle. But in the first weeks where the nursing courses are not available in DL, we don't have the regulation defined. We see quite a strong growth of the courses, especially nursing in on-site. So the first doubt, well, if the fact we don't have cheap DL, the students won't be able to study. Therefore, we won't have so many enrollments. We don't see that. We see a strong growth in the on-site, which is positive from the growth point of view with the pressures on the margin because the on-site courses have lower margin, but the nominal contribution is much greater. The final benefit to the cash generation is quite positive. So this is the first element. The second one that is in the air, and we expect to have more information in the last weeks is how the fast track of approval of the nursing courses will be and how -- from there on, how many units and colleges will offer this course, and we are quite optimistic that MEC will propose a transition rule to allow that those operating -- keep operating. But this is only an expectation. We don't have any official information. Regarding the cost impact, we keep having the same view that we've had since the regulatory framework was launched. And if you know that from the point of view of cost, we understand it's quite not relevant, both in online and semi-presential or DL. So they are prone to repasses in the average ticket of the student. As you can see, we keep repassing inflation. The average ticket is growing for newcomers and old students. So we have the same view, and we don't have elements to say that DL will have a non-manageable impact, let's say. Operator: The next question comes from Caio Moscardini, sell-side analyst of Santander. Caio Moscardini: Could you talk a little bit more of Vasta ACV, what we can expect in this new cycle? If the 14% that we saw in '25 is a good proxy? I think it helps a lot. And in Saber, just to confirm if this market share of 30% is regarding a new cycle of the PDA from '26 to '29 that the government has a budget close to BRL 2 billion? And what should we expect in terms of EBITDA for Vasta in the fourth quarter, if we can grow this EBITDA of Saber in '26 comparing year-to-year? Guilherme Melega: So thank you, Guilherme here. I'll talk about the Vasta ACV. As shown in the presentation, we are having quite a positive track record in the evolution of ACV. We have a CAGR of 17,000, but I can tell you that we'll keep the growth for '26 at a similar level as we had from '24 to '25. So in the mid-double digit of growth. Roberto Valério: Okay. Thank you, Melega. Regarding your question of Saber, Caio, you are correct. The last purchase of high school government typically makes 1 purchase a year. It can be fund 1 or 2 of the average. In the fourth quarter, we are talking about high school. We've had market shares in schools and teaching systems choosing 30% of all the purchase being with our books from Saber. And we'll have a take rate of 30% of the program compared to a take rate of 22% in '21. So it's 8% more in share. So this is the information. So yes, we do expect to grow our income in this sense. And we know that MEC as FNDE are discussing budget to comply with this purchase. And remember that next year's program is the new high school program. It's different with more disciplines, more content. But your interpretation is correct, basically confirming what you said in your comment. Caio Moscardini: Okay. And regarding Saber in the fourth quarter, going from '24 to '25, it should grow year-by-year. Frederico da Cunha Villa: Caio, Fred speaking here. Our point of attention is only seasonality. If you have a displacement from the fourth quarter to the first one, as I mentioned, due to the delays, but EBITDA should be neutral positive because as it is a year of purchase, as Roberto mentioned, I also have expenses with marketing and advertising, which affects a lot of the cost, but due to the growth of 8%, it can be positive. Operator: The next question is from Samuel Alves, sell-side analyst at BTG Pactual. Samuel Alves: My first question is about receivables and maybe it's related to the comments before about Pague Fácil because we saw an important increase in receivables after 1 year. So can it be related to Pague Fácil so that I get your idea about the aging? This is the first question. And a second question is having a follow-up on the topic of the PDA. If I'm not mistaken, the company had a certain target of EBITDA to '25 in Saber of about BRL 200 million, BRL 230 million, if I'm not mistaken, but something like that. So you were mentioning this point that Fred mentioned now about the marketing expenses and the cycle of purchase as a challenge. So it caught my attention, the comment of EBITDA being neutral or positive compared to the years in the fourth quarter because it would be above that. So was it my misperception of not understanding your comment considering it was BRL 360 million. I guess the EBITDA last year of BRL 200 million was adjusted. Just to make it more clear about Saber's performance. Roberto Valério: Well, Samuel, I'll start with Saber and Fred will talk about the aging. It's important to consider that Fred's aspect is that we are not so certain or clear on the income of high school in the fourth quarter. As the orders are delayed, maybe part of this income will decrease in the first week of January. So it's difficult to be content and understand what is the EBITDA in the fourth quarter considering the uncertainty in the displacement of income. We have almost no doubt regarding the effectiveness of the purchase of the government. Therefore, government needs to handle the books to students in February when classes start. So maybe this misperception is a little more regarding the conviction that we have that the fourth quarter specifically will have a neutral positive EBITDA without knowing exactly what is the displacement of the income. So any displacement should be of weeks because the program must be carried out. I don't know if I made myself clear, if you have any doubts, we can discuss more. And I'll then pass on the floor to Fred to talk about aging. Frederico da Cunha Villa: Samuel, Fred here. About the aging of receivables, you are analyzing the IPR of the company. So I have the growth in the installment programs for Pague Fácil. So I'm growing this potential, but the second effect of growth in the aging above 365 days is not for Pague Fácil. It's the fat effect PP, the program that already finished. And here, we have more than 70% provision. So we have our natural efforts here for charging, nothing different from what we already have, nothing different from previous quarters or years. Operator: Our question is from Lucas Nagano, sell-side analyst, Morgan Stanley. Lucas Nagano: We have 2 questions as well. The first one is regarding Pague Fácil. And first of all, I'd like to check some points on the coverage because you mentioned the provision in the beginning is 40% and inadequacy default is converted to 10%. So if it's 47%, is it the same of the PND of the previous year or it varies in the cycle? And the second one is regarding nursing, considering that the government will facilitate the accreditation. How far it could smoothen the effects of the margin? How feasible would be the implementation and offer of professors and the demand available for this level of teaching? Frederico da Cunha Villa: Lucas, Fred, I'll start with Pague Fácil doubt because our provision uses always the history -- as a criteria, the past history because, as I mentioned, Pague Fácil and PMT are just the commercial trade name. So I need to use the history, and we use it. In the beginning, we provisioned 60%. But as I naturally have returns every month, the index of provision coverage is 47%. So just to make it clear to you, I use the history in the beginning, and I provisioned 60% of the budget. And in the history, it's 47%. You can do the math, okay? Roberto the second question. Roberto Valério: Okay. Thank you, Fred. Well, Lucas, regarding nursing, your question about the feasibility to carry out on-site nursing and this transition, the feasibility on our site is complete. I would like to emphasize 2 things. One, our nursing costs where we would offer nursing in the post already had on-site hours of 42% with the new rule, it's 70%. So I already have tutors and professors and labs and classrooms and everything. So we would be working in a lower percentage. So going from 42% or 52% to 70% is as simple as increasing the amount of hours of the professors and tutors that we have. This is our reality because we always operate with health care courses with off-site labs. We didn't have practice of offering nursing as you asked. In 100% online model, we always have the labs and so on. So if we have a fast track made by MEC based on the evidence that we already have the lab and all the colors, it would be quite fast this impact and it's fast and the impact basically 0 considering that students are migrating from DL to on-site where we have these offers presentially. So this is my understanding. Obviously, we need to leave to be sure that the scenario is the practice, but I have enough elements to say that, yes, that's it. Lucas Nagano: And just a quick follow-up, how should it affect the first point of this post. Roberto Valério: Well, the average price of an on-site nursing course is 30% higher than the semi-presential. This is how the prices were made. And I think that pricing is less related to ability of payment of the students and more related to the level of competition of prices among the many players in the city. If you remove players because they have no labs or professors or so on, the trend is that you can repass the prices and students can pay. So that's why we are seeing a strong growth in the campus even with the on-site being more expensive than semi-presidential or DL. Operator: The next question is from Eduardo Resende, sell-side analyst, UBS. Eduardo Resende: I have 2 questions here. The first regarding the migration of DL students to the on-site or hybrid model as you mentioned. And I would like to understand what was the difference in the commercial strategy now to the next cycle that you see this movement. So anything that you had to do differently in the marketing or other fronts that might be helping that. And the second question is regarding Acerta Brasil and Saber. This year and last year, we had this line contributing a lot to the growth. And I'd like to understand if we have space to expand in the next years or if we now raise the bar too low for that? That's my question. Those are my questions. Roberto Valério: Eduardo now to answer your questions regarding the new commercial strategies to foster the migration from DL to on-site. The answer is no. It's a natural movement on the market. The students had options, and we are talking specifically about the campus. We had the on-site and DL offers as DL is cheaper, we have more demand on DL, but we kept making groups and enrolling students for on-site. We don't have DL. Now they have to enroll for the on-site education. So we keep the levels of enrollment the same, but they simply migrated from a simple line of product to the other one with a higher average ticket, which means a net profit with a greater nominal contribution. As I said, a lower percentage of profit, but with a greater nominal contribution. But directly talking about your question, we have nothing specific. It's a natural movement of the market. And now talking about Acerta Brasil. There's no doubt Acerta Brasil reinforces the learning, especially for Portuguese and math that we deal with the state and Municipal Secretaries of Education. It's a good product. The indicators show that the evolution of the students using this material. And we still have space to grow. Brazil has many states and cities, and we have more than 5,000 cities, and we sell to a small amount of that. So we believe we still have space to grow. Operator: Next question is from Flavio Yoshida, sell-side analyst, Bank of America. Flavio Yoshida: My doubt here is regarding Pague Fácil as well. I'd like to understand better the economics of the students in Pague Fácil when we compare to out-of-pocket students and understanding the dropout and the quality of payment of Pague Fácil. And my second question is specifically regarding the technology CapEx. We know that when we consider the 9 months of '25 compared to the previous year, we had an expressive increase of almost 70%. So I would like to understand the drivers here and if we should wait impressive growth in '26 as well? Roberto Valério: Fred, you start with CapEx. Frederico da Cunha Villa: Yes, I start with CapEx. Flavio, thank you for your question. Regarding CapEx, technology is a product here. So we have strong investments in technology. We are doing this investment and note that in the 9 months compared to '24 and '23, we also grew, and we are here building this too, that is an academic RP, and we believe nobody has that on the market aside from the investments we are also making to improve the student learning and all the development of AI. And here, this is what we look in terms of product view. What we mentioned before is that we don't understand that in the total CapEx of the company, we are not growing nominally here compared to the year. And for the next years, we believe that the CapEx is simply a see-saw reduced technology and invest more in the field, but it's natural. I cannot say only technology, but the CapEx as a whole should even grow nominally comparing the years. Roberto Valério: The second question regarding Pague Fácil. Well, Flavio, it is important. I'll try to explain better because the student Pague Fácil is the out-of-pocket students, they pay, they are not funded. We don't fund any student. All of them pay to us every month. We don't fund -- we haven't funded students for a while, and this is Pague Fácil because the first monthly payments that are -- as they understand latest that they pay in installment. So considering January so that you understand, if the student enrolls in December, for example, December '25 to start studying in February '26, when they pay the monthly fee in December, what are they paying? They are paying the January monthly fee. So the second is February, the third day, March, April, so on. So when it is already March and the student comes late, they say, "Hey, but it's not fair. Why do I have to pay January and February if I didn't study. We still didn't have classes, it's already March," and then we say, "Well, in fact, the point is you pay for the semester in 6 installments as it's already March. I am facilitating. That's why it's called Pague Fácil, easily. So you are late. So I let you pay installments January and February. So you choose 46 or 47 installments." So we explain to the students and to make it clear, Pague Fácil historically is a student that is late in paying the installments. They don't want to pay it all the time. So we facilitate by paying the installments. So there is no difference between Pague Fácil and the one that pays. The difference is that we only had this offer of Pague Fácil start in February, March, April, and now we are offering even for December, January for those who were correcting payments. So that's why we increased the penetration of Pague Fácil. So in this case, there is more quality or less quality. We understand they have more quality because if you enroll previously, you are scheduled to that you organize if you are enrolling in January or December, they are more organized and more engaged, probably a better payer. So in our understanding, the fact of allowing the monthly fees in installments wouldn't facilitate the dropout because they are good students. They come before the ones that are late in their enrollment. So it's important to say that all this process to the students is quite clear. They sign a contract acceptance terms, so they can pay the installments that are, let's say, late or they choose how to participate. So obviously, they have to choose the benefit. That's why they have such a big penetration. So that's why we are completely transparent in all questions that we understand this strategy than simply reducing the prices to be competitive commercially. So this is the strategy plan of Pague Fácil. Operator: The next question is from Renan Prata, sell-side analyst, Citi. Renan Prata: Quite briefly regarding the results, I think this line that we have 4 semesters with gains. I would like to understand your point of view on this funding. And I don't know what you are thinking for this line and the other, if you can give an update of the trade-off of Vasta because there was some delay regarding SEC, but if you can update us, it will help as well. Roberto Valério: Renan, the first question of risco sacado. The risk is something that we know we are keeping that. And in this case, it is in Saber and Vasta that is the installment, the funding of our raw material, mainly paper and printing. There is a correlation with the growth of revenue. As I grow the revenue, I need more paper and print the books and so on. So note that I'm growing the revenue in Somos Educação and not Saber, but this strategy is ongoing. So why? Because today, my average cost of debt is CDI plus 1.5% and risco sacado is 2.9%. So what happens is that we are doing that naturally, Renan, because if I simply remove all the risk and put it into a debt, I have no problems in leverage and the debtor risk was always clear in the company. But if I do that, I reduce the operational cash at the moment 0 in BRL 490 million. So naturally, you will see that this line that was correlated to the revenue will be a line that will reduce quarter-by-quarter until we understand that we do not have to consider the debtor risk is the main reason is the average cost of the debtor risk regarding our debt. First question. The second one regarding the trader offer of Vasta, it's public. So I won't say anything different. So we are just waiting for the American SEC that is the Brazilian CGM that is in the shutdown process due to political problems in North America. So we are waiting for the reopening of SEC so that we can have the operational and legal bureaucracy for the operation. We postponed the operation due to the shutdown of the SEC. And until the deadline that is December 9, our expectation in discussions with our legal consultants in North America that SEC will open in November, and this is a data that I'm just repassing what I've heard. There is no commitment in what I'm saying. So the expectation is that until 9 we can have more elements in this operation to close everything. Operator: The Q&A session is over. So we will now pass on the floor to Mr. Roberto Valério to his final considerations. Roberto Valério: Well, I thank you all for your participation. I'd like to reinforce my thanks to everyone of the 26,000 workers that are working nonstop so that we can reach the results and get better to our clients and students. Thank you very much. And we are still available with our team to clear any doubts necessary. Thank you very much, and we see you in the next quarter. Operator: The results conference regarding the third quarter of '25 of Cogna Educação is over. The Department of Relation with Investor is available to clear any doubts you might have. Thank you very much to the participants, and have a nice afternoon. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
Operator: Good day, and thank you for standing by. Welcome to the Brookfield Asset Management Third Quarter 2025 Conference Call and Webcast. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Jason Fooks, Managing Director, Investor Relations. Please go ahead. Jason Fooks: Thank you for joining us today for Brookfield Asset Management's earnings call for the third quarter of 2025. On the call today, we have Bruce Flatt, our Chief Executive Officer; Connor Teskey, our President; and Hadley Peer Marshall, our Chief Financial Officer. Before we begin, I'd like to remind you that in today's comments, including in responding to questions and in discussing new initiatives and our financial and operating performance, we may make forward-looking statements, including forward-looking statements within the meaning of applicable U.S. and Canadian securities laws. These statements reflect predictions of future events and trends, and do not relate to historic events. They're subject to known and unknown risks and future events and results may differ materially from these statements. For further information on these risks and their potential impact on our company, please see our filings with the securities regulators in the U.S. and Canada, and the information available on our website. Let me quickly run through the agenda for today's call. Bruce will begin with an overview of the quarter and the market environment. Connor will walk through key growth initiatives across each of our businesses. And finally, Hadley will discuss our financial results, operating results and balance sheet. After our formal remarks, we'll open the line for questions. [Operator Instructions] One last item to mention is that the shareholder letter, which this quarter will be a single letter covering the biggest themes across Brookfield will be published Thursday morning alongside Brookfield Corporation's earnings. And with that, I'll turn the call over to Bruce. Bruce Flatt: Thank you, Jason, and welcome everyone. We are pleased to report another strong quarter for our business, marked by record fundraising, earnings deployment and monetization. Quarterly fee-related earnings grew 17% over the past year to $754 million. Distributable earnings grew 7% to $661 million, and fee-bearing capital reached $581 billion, an 8% increase year-over-year, all driven by our strongest fundraising period ever. These results reflect the strength of our franchise and the benefits of our global scale diversification and long-term client partnerships. Our business continues to benefit from the major themes shaping the global economy. The acceleration of AI and data digital infrastructure, the accelerating demand for electricity and the improving strength in the real estate markets, each of these themes plays directly to our strength as an owner, operator and investor in real assets and together, they are fueling multiyear growth across the business. In the third quarter, we raised $30 billion, bringing total inflows over the past 12 months to more than $100 billion. This was our highest pace of organic fundraising ever. Our fundraising in the quarter came from strong closes for two of our flagship funds, and increasing capital from our comp to entry funds and partner manager strategies. Our flagship global transition fund, our venture-focused Pinegrove strategy and our music royalties-focused Primary Wave business, all had closed just recently and each exceeded its target. Turning to the broader market environment. Transaction conditions have improved steadily throughout the year. The global economy remains resilient despite trade and tariff uncertainty. Corporate earnings are healthy. Capital markets are liquid, and the Federal Reserve has begun lowering rates. This is giving the market more confidence and leading to transaction activity significantly increasing. Global M&A volumes are up nearly 25% year-over-year. The third quarter alone saw $1 trillion of announced deals, the highest level since 2021. This resurgence in large cap M&A and a record backlog of sponsor-owned assets are therefore fueling activity. This is creating a good environment for both deployment and also asset sales. We remained active in this environment, deploying large-scale capital at attractive entry points where operating expertise provides us a competitive edge, while also crystallizing value from our mature investments at attractive returns. Our ability to recycle capital efficiently, returning proceeds to clients while raising new funds for the next generation of opportunities is fundamental to how we compound value over time and continue to consistently grow our business. Another important milestone was our recently announced agreement to acquire the remaining 26% in Oaktree Capital Management. As you know, one of the most respected names in global credit investing. When we partnered with Oaktree 6 years ago, the goal was to combine our global scale and real asset expertise with Oaktree's deep credit experience and value-oriented culture. That partnership exceeded expectations, enabling the rapid expansion of our credit platform, supporting the launch of Brookfield Wealth Solutions, and driving a 75% increase in Oaktree's asset base. Bringing Oaktree fully into Brookfield is the next natural step. It combines the scale and reach of our nearly $350 billion credit platform, enables deeper collaboration across our businesses from origination and underwriting to distribution and analytics. Most importantly, it enhances our ability to deliver the full breadth of Brookfield's credit capabilities to clients. Turning briefly to overall credit markets. Liquidity remains ample, and spreads in both public and private markets are near historically tight levels. Certain pockets of private credit such as middle market, direct lending and sponsor-backed leverage have become more commoditized as large amounts of capital is raised for a small pool of attractive deals. We've been disciplined in avoiding these segments of the market and instead of focused on attractive risk-adjusted return opportunities where we have strong competitive advantage, such as infrastructure, renewable power, asset-based finance strategies and opportunistic credit. Across our business, our ability to raise large-scale capital deployed strategically across the megatrends and deliver risk-adjusted returns to trusted clients continues to drive record results. Our balance sheet is extremely solid. Our margins are expanding and double-digit growth trajectory is sustainable. With record fundraising momentum, deep deployment pipelines and healthy monetization activity across our platforms, the foundations we've built over the past years have set the stage for an even stronger 2026. With that, I'll turn the call over to Connor, and thank you for the results. Connor Teskey: Thank you, and good morning, everyone. As Bruce mentioned, this past year was the most active period in our history across fundraising, deployment and monetizations. Our infrastructure and renewable power franchise is one example of this momentum, as over the past 12 months, we've raised $30 billion, deployed $30 billion and monetized over $10 billion at approximately 20% returns, demonstrating strength, scale, and consistency of our platform. Our franchise is the largest and most established globally, serving as a cornerstone of our business and a key driver of long-term growth. Deployment is centered around sizable investments across all sectors, geographies and positions in the capital structure, including by utilities, from a controlling equity investment for an industrial gas business in South Korea, and a minority equity investment in the United States for Duke Energy Florida, across transportation, via structured equity investment in a Danish port, across data with a mezzanine financing for a European stabilized data center portfolio, and across renewables, by an equity investment in a South American hydro platform, and to take private of a global renewable developer concentrated in France and Australia. And finally, across our first AI infrastructure deal with Bloom Energy, which we committed to this past quarter. AI promises unprecedented improvements in productivity but it is simultaneously driving an unprecedented demand for infrastructure, from data centers and power generation to compute capacity and cooling technologies. We estimate that AI-related infrastructure investments will exceed $7 trillion over the next decade. Brookfield's unique position, owning and operating across the full energy and digital infrastructure value chain gives us a tremendous advantage in capturing this opportunity. On the back of this generational investment opportunity, we are launching our AI infrastructure fund. A first-of-its-kind strategy that pulls together our global relationships with hyperscalers, our expertise in real estate, and our leading position in infrastructure and energy into one strategy. With the goal of being the partner of choice to leading corporates, governments and other stakeholders looking for integrated solutions that combine development capability, operating expertise and large-scale capital. We are also preparing to launch our flagship infrastructure fund, which is our largest strategy at Brookfield early next year. Looking ahead, we expect to have all of our infrastructure strategies in the market in 2026, including our flagship infrastructure fund, our AI infrastructure fund, our mezzanine debt strategy, our open-ended super core and private wealth strategies. And in the back half of the year, we expect to launch the second vintage of our Infrastructure Structured Solutions Fund. As a result, despite raising $30 billion over the last 12 months, we expect next year will be even bigger. Within renewable power, this quarter, we also held the final close of the second vintage of our global transition flagship at $20 billion, making it $5 billion larger than its predecessor and the largest private fund ever dedicated to the global energy transition. The success of this fund raise also reinforces the scale, credibility and momentum of our energy franchise. Since launching our first ever transition strategy less than 5 years ago, our platform now produces over $400 million of annual fee revenues. More important, we are investing into an environment that is highly attractive and increasingly constructive for us. Global demand for electricity is increasing at an unprecedented rate. This is the result of the ongoing trend of electrification as large sectors like industrials and transportation are increasingly electrifying. And this growth has now been supercharged in recent years by the surge in electricity demand from data centers to support cloud and AI growth around the world. Data centers are becoming some of the largest single consumers of electricity and the scale of new generation required to support them is immense. Each of these forces is contributing to a structural shortage of generation capacity. To put it plainly, the world needs more power, and it needs it faster than ever before. Our business is uniquely designed to meet this challenge. We are positioned to provide that any and all power solutions that will be necessary to meet this need. Our leading renewable power business can provide the low-cost wind and solar solutions needed to meet this increasing demand. Renewables continued to see significant growth due to their low-cost position, but also their ability to win on speed of deployment and energy security, as they do not rely on imported fuels. And in a world where baseload power and grid stability are increasingly important, in addition to renewables, we have leading platforms in hydro, nuclear and energy storage, all of which play a critical and growing role for electricity grids, both independently and as complement alongside natural gas and renewables in the energy mix. In this regard, we are very pleased to announce, last week, a landmark partnership with the U.S. government to construct $80 billion of new nuclear power reactors using Westinghouse technology. The agreement reestablishes the United States as a global leader in nuclear energy and positions Brookfield at the center of a historic build-out of clean baseload power, creating one of the most compelling growth opportunities across our transition platform, and potentially one of the most successful investments in Brookfield's history. Within our private equity business, we recently launched the seventh vintage of our flagship private equity strategy, which focuses on essential service businesses that form the backbone of the global economy. These include industrial, business services and infrastructure adjacent companies where we can apply our operational expertise to drive efficiency, productivity and scale. Early investor feedback for this strategy reflects a growing recognition that value creation in the current environment is driven less by multiple expansion or financial engineering, and more by hands-on operational improvement, an approach that has long defined Brookfield's success. While many traditional buyout strategies are navigating slower fundraising cycles, we continue to be differentiated. We have consistently returned capital at strong returns from preceding vintages, and are seeing strong demand for our differentiated, operationally focused model. We expect this next vintage to be our largest private equity fund ever. We are also bringing our private equity strategy to the private wealth channel with the recent launch of a new fund structured for individuals. Similar to how we structured our successful private wealth infrastructure fund, this new private equities fund will be able to invest alongside all of our private equity strategies. This means that targeting individual investors in the retirement market does not require us to invest differently, but rather simply package our current investment activity in a different way to meet the growing demand from a new set of clients. Within real estate, we continue to see strong momentum across our property business. Market conditions have improved meaningfully. Transaction volumes are rising, capital markets are robust and valuations for high-quality assets are firming. We are actively monetizing stabilized assets, selling approximately $23 billion of properties, representing $10 billion of equity value over the past 12 months. At the same time, it is an excellent point in the cycle to be deploying capital into certain segments of the market, and we have significant dry powder to put to work following the successful close of our latest flagship real estate fund, our largest real estate strategy ever. The combination of limited new supply, recapitalization needs and improving sentiment is creating one of the most attractive investment environments we've seen in years. We are also taking advantage of the constructive financing backdrop to strengthen our long-term holdings, including the $1.3 billion refinancing of 660 Fifth Avenue in Manhattan, part of the over $35 billion of real estate financings we've closed year-to-date. And finally, on our credit business, we will make a few additional points. We continue to see a large opportunity set to invest in the areas that fit our core competencies. The themes driving our equity businesses will require significant debt capital investment and Brookfield is well suited with its expertise and capital to meet that need, whether it be in real asset, opportunistic or asset-backed finance. As we look ahead to the rest of the year and into 2026, we see the market continuing to be strong for our business. Capital markets remain healthy. Liquidity is abundant, and the opportunity set across our businesses continues to expand. The flagship strategies we are launching will continue to anchor our growth while our complementary products, including our AI infrastructure fund, and our rapidly scaling fundraising channels such as wealth and insurance, are diversifying our platform and driving our consistent high-teens growth rates. The secular forces shaping the global economy, digitalization, decarbonization and deglobalization are the same themes that have guided our strategy for many years. Today, they are accelerating. As these trends converge, Brookfield's global reach, operating depth and access to long-term capital position us well to continue leading the industry. With that, we'll turn the call over to Hadley to discuss our financial results, record quarterly fundraising and balance sheet positioning. Hadley Peer Marshall: Thank you, Connor. Today, I'll provide an overview of our third quarter financial results, including additional color around $30 billion of fundraising, our recent M&A activities, and the strategic positioning of our balance sheet. As previously mentioned, we delivered another record quarter of earnings, driven by strong fundraising, deployment and monetization. Fee-bearing capital increased to $581 billion, up 8% year-over-year. Over the last 12 months, fee-bearing capital inflows totaled $92 billion, of which $73 billion came from fundraising and $19 billion came from deployment of previously uncalled commitments. In the third quarter, fee-bearing capital grew $18 billion, driven in large part by the final close of the second vintage of our global transition flagship fund and continued strong capital raising and deployment across our complementary strategies. Fee-related earnings were up 17% to $754 million, or $0.46 per share, and distributable earnings were up 7% to $661 million, or $0.41 per share. Distributable earnings growth reflected higher fee-related earnings, partially offset by increased interest expense from the bonds we issued over the past year and lower interest and investment income. Overall, growth was driven by a record $106 billion raise over the last 12 months and record deployments of nearly $70 billion. This activity has been a major catalyst for our business and we will continue to be active on the deployment front given strong investment opportunities in front of us. The simplicity and consistency of our earnings anchored almost entirely in reoccurring fees, gives us a strong foundation to continue to build from, especially as we continue to further our capital base and launch new strategies. Lastly, our margin in the quarter was 58%, in line with the prior year quarter and 57% over the last 12 months, up 1% from the prior year period. This margin increase was driven by three offsetting dynamics. First, we continue to acquire a greater portion of our partner managers. These businesses have lower margins, and therefore, while these acquisitions are highly accretive acquisitions, they do weigh a bit on our consolidated margin. Second, Oaktree margins are temporarily lower than usual. At this point in the cycle, Oaktree is returning significant capital, but has not yet called capital for some of its deployment, leading to a natural reduction in fee-related earnings and margins. That trend will reverse as it has in the past given the strong growth in the business. Finally, our margins on our core business continued to increase as expected, more than offsetting these dynamics. Turning to fundraising. In total, we raised $30 billion of capital in the quarter, bringing our 12-month total to $106 billion. Over 75% of that capital came from complementary strategies, reflecting the breadth, strength and diversification of our offerings, which allows for sustained fundraising momentum in addition to our flagship cycle. As for our flagships, we also raised $4 billion for the final close of our second global transition flagship, bringing the strategy size to $20 billion. We continue to raise capital for the fifth vintage of our flagship real estate strategy, bringing in $1 billion from SMAs, regional sleeves and private wealth for the quarter with $17 billion being raised to date for the entire strategy. Within our Infrastructure business, we raised $3.5 billion, including $800 million for our private wealth infrastructure vehicle, bringing our year-to-date total for the fund to $2.2 billion. In our private equity business, we raised $2.1 billion, including a total of $1.4 billion for 2 inaugural complementary funds, our Middle East private equity fund and our financial infrastructure fund. Subsequent to quarter end, we held a final close for the inaugural Pinegrove opportunistic strategy for $2.5 billion, exceeding its initial target and ranking among the largest first-time venture growth, or secondary fund ever raised. And finally, on credit, we brought in $16 billion of capital across our funds, insurance and partner manager strategies. This included over $6 billion across our long-term private credit funds, including $800 million for the fourth vintage of our infrastructure mezz credit strategy, which has raised more than $4 billion for its first close. We also raised $5 billion from Brookfield Wealth Solutions, including an SMA agreement with a leading Japanese insurance company, marking its first entry into the Japanese insurance market, which should be the first of more to come. As we head towards the end of the year, we're confident this will be our best fundraising year ever, and we see that trend continuing with strong momentum for 2026. Broadening the scope to the next 5 years, we recently laid out our plan to double the business by 2030 at our Annual Investor Day hosted in New York. We outlined our plan to continue expanding our product offerings by scaling existing offerings and launching new ones, diversifying our investor base, including across Europe, Asia, middle market and family offices, and on the retail side by launching new private wealth related products. These drivers should enable us to double our business over the next 5 years with fee-related earnings reaching $5.8 billion, distributable earnings reaching $5.9 billion, and fee-bearing capital reaching $1.2 trillion. However, our business plan does not include certain additional growth opportunities such as product development, M&A associated with our partner managers, and opening up of the 401(k) market opportunity, which gives us multiple paths to outperform and to deliver over 20% annualized earnings growth. Turning now to our balance sheet. In September, we issued $750 million of new 30-year senior secured notes at a coupon of 6.08%, extending our maturity profile and diversifying our funding sources. We also increased the capacity of our revolver by $300 million to provide additional flexibility as our business continues to grow. At quarter end, we had $2.6 billion in liquidity, a strong liquidity position. We use our balance sheet selectively to seed new products and support strategic partnerships, such as closing the acquisition of a majority stake in Angel Oak and signing the acquisition of remaining 26% of Oaktree that we currently do not own, both of which occurred after the quarter. On Oaktree, we will invest approximately $1.6 billion to acquire their fee-related earnings, carried interest in certain funds and related partner manager interest. Upon close, it will create a fully integrated leading global credit platform with significant scale and capability. The transaction is expected to close in the first half of 2026 and is subject to customary closing conditions, including regulatory approval. Lastly, we declared a quarterly dividend of $0.4375 per share payable December 31 to shareholders of record as of November 28. In closing, we are confident in our trajectory towards achieving our long-term growth goals. The breadth of our platform, our operational expertise and our global scale continue to give us a clear advantage. Our strategy is aligned with the strong tailwinds of digitalization, decarbonization and deglobalization and we're expanding in areas where these trends intersect AI infrastructure, energy transition and essential real assets. Thank you for your continued support, and we're ready to take questions. Operator: [Operator Instructions] Our first question comes from the line of Alex Blostein with Goldman Sachs. Alexander Blostein: I was hoping we could start maybe with the commentary around fundraising momentum in the business you're seeing into 2026. A number of pretty robust verticals. But at the same time, it sounds like monetization outlook is also picking up. So maybe help us frame what that could mean for management fee growth as you look out into 2026? So maybe we could start there. Bruce Flatt: Thanks, Alex. We're very excited about 2026. Maybe if we can start with fundraising. For 2025, I think we guided that fundraising would exceed 2024's levels ex AEL of $85 billion to $90 billion. Through 3 quarters, we're at $77 billion and expect to meaningfully exceed that target. As we look forward to 2026 with our infrastructure and flagship -- infrastructure and private equity flagships in the market with a bumper year expected in infrastructure fundraising with the closing of Just Group, and the continued growth in our partner managers and complementary strategies, we very much expect 2026 to exceed the levels we'll achieve in 2025. And then when you turn that towards FRE growth, we expect to maintain our momentum and either reach or exceed what has been laid out in our 5-year plan. And this is really driven by two things. One, with the addition of Oaktree, Just Group, Angel Oak, those transactions will add almost $200 million to our FRE on a run rate basis going forward. And then when you add the run rating of the growth in 2025 rolling through our numbers in 2026, and the expected growth just laid out from new fundraising in 2026, we expect next year to be a very strong year. Operator: Our next question comes from the line of Sohrab Movahedi with BMO Capital Markets. Sohrab Movahedi: I just wanted to focus just a little bit on the credit business, if we can. Obviously, an important source of fee-bearing capital growth as part of the 5-year plan. This quarter, the fee rate, the blended fee rate, if I look at the fee revenues relative to the private credit, or the total credit I should say, funds was a bit higher than what we're used to seeing. Can you just talk a little bit about what was the driver of that, if that is a new rate we're looking at, if the fee rate is a little bit higher? Is that consistent? Or is that a one-off? And then there's just private credit has been a little bit more in the headlines. Just curious to kind of get a sense of how you think about it relative to your business and the growth aspirations that you have especially coming from credit? Bruce Flatt: Perhaps I'll start, and then I'll hand to Hadley. In terms of the slightly elevated fee rate this quarter in terms of private credit, it's really driven by two things. Our private credit business continues to evolve as the mix shift within our business adjusts through the transactions and the increasing ownership of our partner managers. And what we would say is on a blended basis, our fee rate is going up marginally. We will acknowledge that particularly within our Castlelake business that is performing very well, there was an outsized quarter with some one-off transaction fee revenue that is creating a little bit of upside in this quarter's numbers, but that shouldn't detract for a broader positive trend that we're seeing across our credit business. Hadley Peer Marshall: Yes. And I'll just talk a little bit about how we're seeing credit more holistically. I mean, there have been a few high-profile credit events in the market. And what we're seeing across our portfolio, and the broader credit trend, is that these events are very isolated and not a sign of a broader credit cycle. And if you actually look at our portfolio, we don't have any relevant exposure to these issues. But when we think about our portfolio, our area of focus has really been heavily around real assets, asset-backed finance, opportunistic. And these are where we have expertise around the structuring, the underwriting of the sectors, the sourcing capabilities and then, of course, our scale. And we've been less focused around the more commoditized part of the private credit market related, especially around direct lending. The one point I would probably also add though, is that if there was a broader credit cycle, that plays to our strength with our opportunistic credit strategies. So overall, we feel really good about our positioning. We have a large, diversified and differentiated platform around our credit business, and that's built for growth and resiliency across the market cycles. And we'll only benefit with the integration of Oaktree. Sohrab Movahedi: Hadley, if I can just ask one quick follow-up on that. Given the pleasant surprise, for example, this quarter, as minor as it was, came out of one of the partner managers that you own. Like is there a potential for negative surprises, I suppose, to come from the partner managers as well? And can you dimension what sort of risk management, I suppose, is in place to color that? Hadley Peer Marshall: No, we don't see that. And it goes back to the area of focus. If you think about our expertise around real assets and the areas within asset-backed finance that we focus on, that's critical because we're doing the due diligence. We've got collateral. We've got strong structures in place, and look, low default rates and high recovery rates. And so that puts us in a really good position. That's why we like that part of credit. Operator: Our next question comes from the line of Cherilyn Radbourne with TD Cowen. Cherilyn Radbourne: With regard to the pending buy-in of the Oaktree minority stake, can you talk about some of the things that you'll be able to do together as a combined company that you can't do today as a majority owner? Bruce Flatt: Thanks, Cherilyn. We're thrilled about the transaction that we've announced with Oaktree. And really what it allows us to do is accelerate the combination of the businesses and unlock the benefits of integrating two leading institutions. And maybe to simplify it, we would say the low-hanging fruit near-term upsides are really in three places. One will be almost instantaneously on closing. Oaktree had its own subsidiary balance sheet. We can immediately collapse that. That's much more efficient for us from a financing perspective. Even further within that balance sheet, there are a number of securities and investment positions, that under Brookfield Asset Management's asset-light model. We will actually monetize those positions and use them to fund a very large portion of our purchase price, making that transaction highly, highly accretive. The second opportunity is really just around operating leverage. When it comes to fund operations, administration and back office, there's tremendous synergies in operating leverage as both our businesses continue to grow from combining our combined capabilities, and that really is a scale business and putting the 2 institutions together will unlock a lot of value. And then the last one is absolutely the most important. And it's the ability to see upsides in our marketing, our client service and our product development. Our ability to combine the power of the 2 organizations in terms of the products and solutions and partnerships that we can offer to our clients, we think, is going to be unmatched. And this is particularly valuable for serving the growing portions of the market, whether it be insurance companies and individual investors going forward. Maybe just on a closing note, the team at Oaktree has been our partners for the last 6 years, and this just takes that partnership to a whole another level. Howard Marks is on the Board of BN. Bruce Karsh is going to go on the Board of Brookfield Asset Management. And it's early days, but our interactions with Armen, Bob, Todd and the fantastic team at Oaktree, we already expect this integration to be far better than we initially hoped. Operator: Our next question comes from the line of Bart Dziarski with RBC Capital Markets. Bart Dziarski: I wanted to touch on the retail theme. So you talked about the infrastructure wealth product and the momentum there and then the PE evergreen strategy, I think that's in the market now. So one theme, but two parter. Just can you give us a sense of the early indication that you're seeing these products and the momentum into next year? And then just a reminder of the distribution strategy as you build these products out into next year? Bruce Flatt: Thank you. I think it goes without saying that the momentum we're seeing in the individual market is very robust. And again, that we will highlight, we view this as a market, the broader individual market, that's your high net worth and your retail investor, that's your annuity and insurance policyholder, that's your 401(k) and your retiree market. We view this as a very significant market opportunity that will continue to grow incrementally for the years and candidly decades to come. In terms of where we're seeing growth opportunities in the near term, we are launching new products into this market. We just recently launched our private equity product for the retail channel. That launched just recently and started with an incredibly successful launch in Canada and is now launching in the U.S. And our expectation is that's really the equivalent to our infrastructure product for the retail market. We expect the private equity product to scale even faster than our infrastructure product has. And therefore, we continue to expect this to be an increasing portion of our growth in earnings going forward. Bart Dziarski: And sorry, just on the distribution strategy? Bruce Flatt: Certainly. So I think there's two key components there. In terms of distribution into the individual market more broadly, the winners in this market are largely going to be driven by who has the track record, the scale and the credibility. And as a result of that, we are seeing the significant opportunity to get our products placed onto the leading bank distribution platforms around the world for that near-term market opportunity in retail. As we think ahead more broadly to other components of the individual market, in particular, the 401(k) and the retiree market. At this point, we are preparing our business for that very significant opportunity, making sure we have the right relationships and the right partners with all the stakeholders in that space. That's the advisers, that's the plan administrators, that's the consultants, that's the record keepers. And there's a significant effort within Brookfield. And we feel, given our focus on real assets that lends itself well to that growing market, we feel we're very well positioned. Operator: Our next question comes from the line of Craig Siegenthaler with Bank of America. Craig Siegenthaler: So our question is on corporate direct lending, both IG and non-IG. From your prepared commentary, it sounds like you're less constructive on the investment opportunity today versus some of what your peers are saying due to intensifying competition. However, when you take a step back, it looks like aggregate LTVs are still pretty low and the spread to publics are still pretty rich. And with the cash yields declining now with Fed rate cuts, the relative attractiveness to retail insurers and institutions should still be there. So my question is, what am I missing here besides the gaining share of private credit versus BSL and high yield? Connor Teskey: So Craig, great question. And maybe just to put some context around this, let's come at it from a few different ways. On a more general basis, we believe private credit for various reasons has become, and will continue to be a very important component of global finance, and it's going to continue to grow beside bank credit and other liquid sources. And that growth is very robust, and it's not short term in nature. It's going to be enduring for the long term. In terms of today within the market, where are we seeing the most attractive returns on a risk-adjusted basis? Obviously, every investment is specific. But broad-based, we're seeing tremendous -- we're seeing a very strong premium in particular, in credit related to real assets, infrastructure and real estate credit and certain components of the asset-backed finance market. I think the comments that you are referring to is there have been a significant amount of capital poured into the direct and corporate lending market. And in some places, we are seeing spreads very compressed. And in other places, we're seeing a little bit of covenant degradation due to the competition to secure some of those lending mandates. Obviously, that is specific on a case-by-case basis. But in general, what we are trying to do is avoid the most commoditized components of the market and really focus to where we're getting that attractive spread premium, and where we can preserve our covenant positions the way we have in the past. But I appreciate the question because what we would not want you to interpret is that we think private credit is slowing down. It is a very large and growing and enduring part of the financial system going forward. Craig Siegenthaler: Thanks, Connor. I have a follow-up on the credit business, and I think you covered a little bit earlier, but I was bouncing around between two calls. But management fees in the credit business went up a lot faster than average fee-bearing AUM. And I know Castlelake went in there. So maybe that had some lumpiness in there. But we still have the fee rate up 10% on the average fee-bearing AUM base. So were there any lumpy items in the revenue side that we should back out? And also, I don't think you hit this part, but were there any lumpy items in the expense side of the credit business? Because sometimes a lumpy revenue item might correlate with an expense item. So we just want to make sure we get the P&L run rate correct as we walk into 4Q here. Connor Teskey: Sure. And it's pretty simple. Thank you again for the question. The outsized growth that we had in credit this quarter, I think the way to think about it is I think that business was up almost 15%. About half of that is just run rate organic growth, the continued momentum we're seeing in that business. And half of that was the full quarter of an acquisition that was made within our Castlelake business. So some of it was M&A related, and some of it was organic growth. Maybe you can think about that as roughly half and half. And then on the fee rate component, within Castlelake, which is a business -- a partner manager of ours that's performing very well. They did have some outsized transaction fees in this quarter. The blended broader fee rate is trending up, but it was somewhat enhanced this quarter by onetime transaction fees. Operator: Our next question comes from the line of Kenneth Worthington with JPMorgan. Kenneth Worthington: Great. Maybe for Hadley. You're operating at 58% operating margins right now. You highlighted on the call that Oaktree margins are depressed, but getting better. Core margins are rising, but that acquisitions are operating at lower margins. How do we put these pieces together, particularly since we've got some of the transactions just closed, or closing? And you mentioned sort of the transaction fees sort of helps in the current quarter. So how do we think about the right level, and then the trajectory once everything gets closed? Hadley Peer Marshall: Thanks for the question. First, I'd say that we are very disciplined when it comes to our cost. And we expect our margins to continue to improve over time as we presented at Investor Day. And that's on the backs of our growth initiatives that will play out and the operating levers that's built into our business, as well as we execute on ways to drive additional efficiencies, including the integration of Oaktree. And in this regard, we are on track and actually ahead of our margin improvement plan that we've laid out. It's also worth pointing out that the consolidated margin increase that we're seeing today is a blend of a few offsetting dynamics. The first being, we acquired a greater share of our partner managers and these businesses, while highly accretive to our earnings do have lower margins, and do mildly dilute our overall margin level. Second is Oaktree's margins are temporarily lower as we point out. As they've been returning more capital and haven't yet called capital for some of its deployment. That's a typical cycle for that business, and it will naturally reverse given the countercyclicality to the overall business. And the last point I'd make is that the margins across our core businesses continue to expand, which is more than offsetting the first two items I just mentioned. So while we focus on continuously improving our margins and are delivering in that regard, we run our business with a focus to grow FRE over the long term, and we don't manage the business to a specific absolute margin level, which obviously can be impacted by the mix. Operator: Our next question comes from the line of Dan Fannon with Jefferies. Daniel Fannon: So lots of momentum in fundraising, but I wanted to talk about private equity, in particular, it sounds like your outlook is quite optimistic around raising a larger fund. That seems different than what we've heard for that asset class from others. So just curious about what informs that optimism given the market backdrop? Bruce Flatt: Thanks, Dan. Our private equity business is a little bit unique, and it has been for 25 years. In that, it focuses on essential assets and services, and it -- and as a result, it produces very consistent results across the market cycle. And why that really plays out well today is, as mentioned, we've just launched BCP, the next vintage of BCP in the quarter, and we do expect it to be our largest private equity fund ever. We do feel that we are differentiated in the market because our focus on, one, high-quality assets that generate cash across the cycle has allowed us to return significant amounts of capital out of this strategy in recent years. So we're not facing the DPI issue that has driven a lot of headline noise in the sector. And then secondly, we, I think, all recognize that the next generation of growth and value creation in private equity, given the more normalized interest rate environment is not going to come from financial leverage and financial engineering. It's going to come from operational improvement. And given that over the 20-year history of our flagship private equity fund, we've delivered over 25% IRRs for 2 decades with over half that value creation coming from operational improvement. We are seeing tremendous market demand for our approach to private equity that we think is -- it works across the cycle, but it's perfectly suited for where we're at in the current economic environment. So it's early days. We've just launched the fund, but we do expect it to be our largest fund to date. Operator: [Operator Instructions] Our next question comes from the line of Jaeme Gloyn with National Bank. Jaeme Gloyn: Good job on the fundraising this quarter this year. One thing that was mentioned at the Investor Day was broadening, or deepening the client base, the institutional client base. So I'm just curious on what the source of fundraising looked like from a breadth of client standpoint? Bruce Flatt: In terms of broadening the fundraising base, I think we can answer this question quite specifically. The growth in our business over the last several years has really been driven by the scaling and increased penetration of large-scale institutions. And while we focus on other additional pockets of fundraising, it's important to remember that component, and that core foundation of our business continues to grow. But what we have done internally within Brookfield and what we've been investing in for the last 12 to 24 months is dedicated fundraising teams that can target a much broader base of investors. This is small or medium-sized institutions. This is a dedicated team focused on insurance institutions. This is a dedicated team focused on family offices. All of those initiatives, we would say, are still in the relatively early innings, and we're seeing tremendous growth across 3 verticals. One, a greater number of clients within each of those groups. Two, a greater number of products amongst those clients that we're bringing on board. And three, simply larger checks from those clients that we have. So we would expect this momentum to continue, but it's really driven by having dedicated teams focusing on all the different subcomponents of the institutional market going forward. Operator: And I'm currently showing no further questions at this time. I'd now like to turn the call back over to Jason Fooks for closing remarks. Jason Fooks: Okay. Great. If you should have any additional questions on today's release, please feel free to contact me directly, and thank you, everyone, for joining us. Operator: This concludes today's conference. Thank you for your participation. You may now disconnect.
Operator: Good morning, and welcome to the Heritage Insurance Holdings Third Quarter 2025 Earnings Conference Call. Please note, today's event is being recorded. I would now like to turn the conference over to Kirk Lusk, Chief Financial Officer for the company. Please go ahead. Kirk Lusk: Good morning, and thank you for joining us today. We invite you to visit the Investors section of our website, investors.heritagepci.com, where the earnings release and our earnings call will be archived. These materials are available for replay or review at your convenience. Today's call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon management's current expectations and subject to uncertainty and changes in circumstances. In our earnings press release and our SEC filings, we detail material risks that may cause our future results to differ from our expectations. Our statements are as of today, and we have no obligation to update any forward-looking statements we may make. For a description of the forward-looking statements and the risks that could cause our results to differ materially from those described in the forward-looking statements, please refer to our annual report on Form 10-K, earnings release and other SEC filings. Our comments today will also include non-GAAP financial measures. The reconciliations of and other information regarding these measures can be found in our press release. With me on the call today is Ernie Garateix, our Chief Executive Officer. I will now turn the call over to Ernie. Ernesto Garateix: Thank you, Kirk. Good morning, everyone, and thank you for joining us today. We delivered strong third quarter results, having achieved net income of $50.4 million, up significantly from a year ago and maintaining the positive trajectory of our earnings. As Kirk and I have been discussing on our earnings calls over the last year, we continue to see tangible results from the successful implementation of our strategic initiatives, which were designed to generate positive and consistent shareholder returns by attaining and maintaining rate adequacy, managing exposure, enhancing our underwriting discipline and improving claims and customer service levels. This has created a significant amount of earnings power within Heritage, which continues to show through. As part of that strategy, we re-underwrote our personal lines book while taking needed rate increases to achieve adequate rates. This has led to a steady contraction in our policies in-force over the last 4 years, while our in-force premium increased from approximately $1.1 billion to an all-time record in the third quarter of $1.44 billion. At the same time, we improved both the quality and the diversification of our book of business. Looking out over the next 6 months, we expect our personal lines policy count to return to growth as we have now opened nearly all of our geographies to new business as compared to only 30% a year ago. We are already seeing our new business production ramp up with new business premium written for the third quarter of $36 million, representing an increase of 166% as compared to $13.7 million of new business written in the third quarter of last year. The decline in our policy count continues to moderate, having decreased by 6,800 policies in the third quarter as compared to a decrease of over 19,000 policies in the third quarter of 2024. In fact, our third quarter PIV count reduction was the smallest decrease that we have experienced since we deployed these strategic initiatives in June of 2021. While it takes time to open our territories, we are seeing good new business momentum continue across our regions. Based upon these factors, I believe that we are on a firm path to deliver full year policy growth in 2026. Importantly, we have long-standing relationships with agents and brokers across our geographies that we have maintained over the last 4 years despite slowing new business growth and re-underwriting our book of personal lines business. In the Northeast and portions of the Mid-Atlantic, we predominantly produce business through Narragansett Bay Insurance Company domiciled in and operated out of Rhode Island. Over the years, we have built a successful homeowners insurance business, which has expanded across the coastal regions of the Northeast and Mid-Atlantic. The company has strong relationships with independent agents based upon a trusted brand. Likewise, Zephyr Insurance operates in and serves the Hawaiian market. Although Zephyr initially focused on exclusively on Hawaiian hurricane wind risk, we subsequently expanded Zephyr's product offering to meet the needs of our customers in the overall Hawaiian market. Our organization benefits from the agility and the rapid market responsiveness typical of a regional enterprise, while also leveraging the economies of scale found in larger super regional companies. We have consolidated many functions to gain efficiency but retained the underwriting, marketing and customer service functions in each region to better address the unique needs of each market. Every region has its own unique dynamics and operating the business locally allows us to quickly adapt to changing conditions as well as provide outstanding customer service to our policyholders and agent partners. As we grow, our robust infrastructure allows us to write new personal lines business without adding significant administrative expense. We understand each of our markets and have built relationships with hundreds of master agencies, which represent thousands of agents throughout our geographic footprint. Our long-standing agency partners have expressed a willingness and desire to grow with us, which in turn provides confidence in our outlook for improved growth in the year ahead. We also remain focused on making decisions based on our data and analytics. This has been the cornerstone of our disciplined underwriting process across all of our geographies, which we will maintain as we grow and which contributed to the lower net loss ratio this quarter. As we grow, we will maintain our disciplined underwriting processes as well as rate adequacy and managing exposures. An example of our disciplined approach can be seen in the commercial residential business, which we reduced in the third quarter due to more competitive market conditions. I believe this further demonstrates the discipline of our management team. Fortunately, we have ample room to grow our personal lines business and can choose to be selective across the 16 states where we do business. We are also exploring expansion opportunities into new regions of the country as well as the delivery of new products to our existing markets. We have a long runway ahead of profitable growth of our business and deliver value to our shareholders. Reinsurance is a critical component of our business, and we have maintained a stable indemnity-based reinsurance program at manageable costs with an excellent panel of highly rated and collateralized reinsurers. Over the course of the third quarter, we continue to meet with our reinsurance partners who continue to support our growth and from whom we anticipate will offer incremental capacity as we look to our 6/1 renewal next year. Additionally, we are seeing the benefits of tort reform as industry loss expectations for Hurricane Milton have been steadily coming down, largely due to reduced litigation, which our reinsurers should begin seeing in the coming months. Given the improved litigation environment in Florida, the lack of reinsured losses and the capacity entering the reinsurance market, we are optimistic that reinsurance pricing will continue to improve looking ahead in 2026. We also believe that the impact of this necessary legislation will be favorable to the consumer in terms of the cost of insurance. To conclude, our business continues to gain momentum and the earnings power of the company is building. We are also growing capital, which will support our managed growth strategy as we expect to begin to deliver policy count growth in the quarters ahead. We are also now in a capital position to review our capital allocation strategy and believe our shares are trading below intrinsic value and do not reflect the many opportunities that we have to further grow the company. As a result, we restarted our share repurchase program in the third quarter, having repurchased 106,000 shares for a total cost of $2.3 million. I would also like to reiterate our dedication in navigating the complexities of our market with a strategic focus that prioritizes long-term profitability, shareholder value and customer service driven by our dedicated workforce. Kirk? Kirk Lusk: Thank you, Ernie, and good morning, everyone. Starting with our financial highlights. We reported net income of $50.4 million or $1.63 per diluted share in the third quarter, which compares very favorable to the $8.2 million of net income or $0.27 per diluted share that we reported in the third quarter last year. The increase was primarily driven by a significant reduction in losses and loss adjustment expenses, combined with a decrease in other operating expenses. For the 9 months ended September 30, we reported net income of $129 million or $4.17 per diluted share, which is a substantial increase from the $41 million of net income or $1.35 per diluted share that we reported for the first 9 months of 2024. Gross premiums earned rose to $362 million, up 2.2% from $354.2 million in the prior year quarter, reflecting the rate actions that we have taken, combined with organic growth in selected geographies as we open more regions for new business. This was partially offset by a decline in commercial residential business due to competitive market conditions. As Ernie touched on, we expect our growth to accelerate at a managed pace through 2026 as we ramp our new business efforts across our recently opened geographies. Net premiums earned were $195.1 million, down 1.9% from $198.8 million, resulting from increased ceded premiums. The increase in ceded premiums was driven primarily by a $4 million reinstatement premium for Hurricane Ian and an increase in the Northeast quota share program as written premiums from that program grew from the prior year quarter. The result was an increase in ceded premium ratio to 46.1%, up 2.2 points from 43.9% in the previous year third quarter. Our net investment income for the quarter was $9.7 million, relatively flat due to a higher portfolio value, offset by a lower interest rate environment. We continue to manage our investment portfolio while maintaining a conservative portfolio with high-quality investments that are durations liability matched. Our total revenues for the quarter were $212.5 million, relatively unchanged from our prior year quarter. As discussed, we expect our revenues to return to growth through 2026 as we ramp our new business efforts. Our net loss ratio for the quarter improved 27.1 points to 38.3% as compared to 65.4% in the same quarter last year, reflecting significantly lower net loss in LAE. Net weather losses for the current year quarter were $13.8 million, a decrease of $49.2 million from $63 million in the prior year quarter. There were no catastrophe losses in the current quarter as compared to $48.7 million in the prior year quarter. The reduction in weather losses was coupled with favorable reserve development as compared to the prior year. Our attritional losses continue to remain fairly stable as we believe is associated with the enhanced underwriting strategy over the last several years. Additionally, favorable net loss development was $5 million in the third quarter compared to adverse development of $6.3 million in the prior year quarter. Our net expense ratio for the quarter was 34.6%, a 60 basis point improvement from 35.2% in the prior year quarter, driven primarily by a decrease in policy acquisition costs. The reduction in policy acquisition costs was driven primarily by higher ceded commission income associated with both a larger amount of ceded premium under the net quota share program and a higher ceding commission rate due to favorable loss experience for that program. This resulted in a 1.2% reduction in policy acquisition costs, which was partially offset by a 60 basis point increase in the net general and administrative expense ratio. The net combined ratio for the quarter was 72.9%, an improvement of 19.6 points from 100.6% in the prior year quarter, driven primarily by the lower net loss ratio as well as the lower net expense ratio just highlighted. Turning to our balance sheet. We ended the quarter with total assets of $2.4 billion and shareholders' equity of $437.3 million. Our book value per share increased to $14.15 at September 30, 2025, up 49% from the fourth quarter of 2024 and up 56% from the third quarter of 2024. The increase from December 31, 2024, is primarily attributable to year-to-date net income as well as a $15.7 million net of tax benefit associated with the reduction in unrealized losses. The unrealized losses are related to a decline in interest rates that occurred through the third quarter. The average duration of our fixed income portfolio is 3.13 years as the company has extended duration from the prior year quarter to take advantage of higher yields further out on the yield curve while still maintaining a short duration, high credit quality portfolio. Nonregulated cash at quarter end was $50.1 million. In addition, combined statutory surplus at our insurance companies affiliates at quarter end was $352.2 million, which is up $93.4 million from the third quarter of 2024. The increase in statutory surplus provides for additional growth capacity as we open territories to get up to full capacity. Looking ahead, we remain focused on executing our strategic initiatives aimed at driving long-term shareholder value and providing our policyholders and agents with the service they deserve and expect. We believe that our diversified portfolio and distribution capabilities, along with our overall proactive management approach to exposures, rate adequacy and investing in technology will position us well for continued success. Thank you for your time today. Operator, we are now ready for questions. Operator: [Operator Instructions] The first question is from Mark Hughes with Truist. Mark Hughes: The growth prospects, you talked about the PIV growth in 2026. How do you evaluate the opportunity in Florida versus outside of Florida? Ernesto Garateix: Sure. So there's still plenty of opportunity for us in Florida. If you kind of go back to a couple of years, we derisked a bit in Florida, especially in some of the Tri-County areas. So there's plenty of runway for us in Florida. We understand there's more new markets in Florida, but our name has still been predominant with the agents, and that's why we talked quite a bit about our agency relationships, which remain strong. And the agents have been -- we've been working with the agents. They have reached out to us about continuing to write. So as we mentioned on the call there, $30-plus million of new business premium is something that is only gaining more momentum in Florida. Mark Hughes: Okay. Of that new business momentum, I think you talked about $36 million was -- how much of that was Florida? Ernesto Garateix: We have that number here. I'll get that for you. Mark Hughes: In the meantime, I'll ask, how do we think about the pricing or competitive environment in Florida? It looks like commercial property is really a tremendous amount of pressure. I know in homeowners, the pricing cycle is a whole lot slower. But what's your current anticipation in terms of pricing? I think you've talked about filing for maybe low mid-single-digit rate decreases in 2026. Is that still a fair assessment? And is that... Ernesto Garateix: That's still a fair assessment, right, we have a current filing with the -- pending with the OIR for a rate decrease. And the plan would be as well in '26, we've also planned for a single-digit rate decrease. Regarding commercial, you're right, there is more pressure, but I also remind people where the beginning point is when you're talking about CRs in the 70s, yes, they have pushed up slightly to 80%, but an 80% CR is still very profitable in the commercial lines arena. Kirk Lusk: About $17 million of that new business was Florida. Mark Hughes: Okay. So kind of consistent with your current mix. And then ceded premiums in absolute dollars, is this a good starting point when we think about the fourth quarter, the $166 million, $167 million? Kirk Lusk: Yes. It's probably going to be a little high. We had about a $4 million onetime adjustment in there due to reinstatement premium. So yes, I think if you look at backing off some of that, then you're going to be about where the number needs to be. Mark Hughes: So low $160s million. Is just reinstatement premium from Ian? Kirk Lusk: Yes, Ian and Milton -- sorry, it was Ian. Mark Hughes: Okay. So it shows up a couple of years later? Kirk Lusk: Yes. Mark Hughes: Okay. How much growth can you support with the surplus that you've got, the $352 million up pretty substantially? Will that be good enough for kind of what you're seeing in 2026? Kirk Lusk: Yes. Well, I think if you look at kind of where our change in statutory surplus is for the year, it's up about $66 million. And then if you assume that, that is 3:1 ratio, that type of stuff, that gives us over $180 million of net earned premium to write. And again, that's net written. So then you actually figure that, that number is going to be a little higher because of the ceded. And so therefore, I mean, you're looking at roughly well over $225 million, $250 million of premium that we can write based upon that increase in surplus. And then again, that doesn't include any improvements in that number in the fourth quarter. Mark Hughes: Yes. Yes, which I guess leads to the question, with your level of earnings and your strong capital position already, I think you talked about $2 million in buybacks in the quarter, but it seems like there's going to be a lot of excess capital floating around in pretty short order. What are the priorities there? Is that something you could act sooner rather than later on maybe further buybacks? Kirk Lusk: And again, one of the things we also mentioned is that the Board did authorize an additional $25 million worth of stock buybacks. And again, I think if you look at our capital priorities, again, it's one, it's using capital for growth because of the ROEs we're able to generate. Second of all is we do look at where our stock is trading. We still think it's undervalued. So therefore, stock buybacks is our second priority and then dividends after that with the ROEs, if we can't generate what we think are substantial ROEs. So that's kind of like the priority of our capital utilization. Mark Hughes: Yes. Yes, I hear you. Yes, your net income relative to your market cap relative to your capital requirements is pretty striking when you put all that together. Kirk Lusk: Yes. Yes, it is. Operator: The next question is from Karol Chmiel with Citizens. Karol Chmiel: I just have a follow-up question to Mark's question about the new business. So if $17 million of the $36 million was Florida, roughly $19 million was outside of Florida. Can you just maybe comment on where you're seeing the most momentum of those territories outside of Florida? Ernesto Garateix: Yes. So Virginia is a new growing state for us as well as growth in Hawaii. New York is also ramping up. And the one reminder there is that we did take additional 9%, which made us rate adequate in New York. So that started midyear. So that is only beginning and will kind of roll into '26. So additional states as California on an E&S basis also is another positive momentum growing for us. Karol Chmiel: Okay. Great. And just a quick question on this favorable development of $5 million. Is this still due to the reserve strengthening of last year? Kirk Lusk: Yes. It has partially to do with that, and it just also has to do with just kind of what we're seeing in the underlying portfolio. So again, we think that we're adequately reserved for sure. So yes, it does have to do a little bit with that where we did take a hard look at last year. Operator: At this time, there are no further questions. So this concludes our question-and-answer session. I would like to turn the conference back over to Ernie Garateix for any closing remarks. Ernesto Garateix: We'd like to thank everyone for joining the call and thank especially our workforce and our employees for all their hard work this year. Operator: The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.
Agus Aris Gunandar: Good afternoon, everyone. Thank you for joining today's earnings call for PT Lippo Karawaci Tbk. My name is Agus Aris Gunandar, Head of Investor Relations, and I'll be your moderator for today's session. With me is Pak Fendi Santoso, our CFO, who will give you a presentation of the company's results for the 9 months ending September 2025, which will then be followed by a Q&A session. [Operator Instructions] Pak Fendi, can you please proceed with the presentation. Fendi Santoso: All right. Thank you, Pak Agus. Good afternoon, everyone. Thank you for attending this earnings call that will discuss 9 months performance of PT Lippo Karawaci Tbk. So let me just go straight jump into the performance for the 9 months. Probably before we start with the results, let me just give you -- give everyone a context to what we see from the macro point of view. We still see that demand is relatively a bit soft in this quarter. And the overall economy still remains pretty relatively soft with the Indonesian consumer buying power also remain subdued. That being said, we are starting to see that on a quarter-on-quarter basis, third quarter compared to the first quarter and second quarter of this year has improved a lot. And we are also seeing that's happening across our businesses, both in real estate, lifestyle and health care. So for the first 9 months of 2025, our marketing sales for the real estate reached IDR 4 trillion, and this is compared to -- this is 64% compared to our full year target of about IDR 6.25 trillion that we've guided everyone earlier this year. Our revenue continued to post a very strong year-on-year growth, 74%, registering IDR 5.51 trillion of revenue and EBITDA increased by 4% at about IDR 843 billion. And our product launches for the first 9 months includes the premium series as well as the more affordable housing. We'll touch base on real estate performance later on the next few slides. But moving on to the lifestyle. Overall, relatively stable. Lifestyle revenue hit IDR 994 billion with EBITDA increased by about 21%. So our mall is actually doing relatively well with growth of about 6%, 7% on the visitors side, occupancy also improved by about 5 percentage points to 84%. This is higher than the average occupancy rate of mall in Indonesia. But our hotel revenue continued to see headwinds, and this is driven by the government budget cut spending that happened earlier this year. That being said, on a quarter-on-quarter basis, we are actually seeing improvements on our hotel business where occupancy rate improved quite substantially from the second quarter of this year. On health care revenue, Siloam’ performed extremely well for the third quarter. The first 9 months, it recorded about IDR 7.29 trillion, which is 3% increase year-on-year and EBITDA at about IDR 2.08 trillion with margins standing at about 29%. So that's overall on -- I'll spend a little bit more time on each segment later on the next few slides. But just on the statutory level, we will be posting about IDR 6.5 trillion of revenue for the first 9 months of 2025, slight lower compared to what we published last year, but this is because of Siloam’ still was consolidated in the first 6 months of 2024. And as such, the occupancy sits obviously higher. But then if we remove Siloam’ from the first half of 2024, we're actually seeing that the revenue grew by about 52% compared to last year on a pro forma on a like-for-like basis. Similar on EBITDA, we posted about IDR 997 billion for the first 9 months of 2025 compared to last year, lower because of the consolidation of Siloam’ in the first half of 2024. And if we remove this, our EBITDA actually grew by about 4% this year. This is the P&L that we will -- that we published in the 9 months 2025. We will touch base on revenue and EBITDA. Income from associates obviously increased, and this is because 9 months 2025 already fully deconsolidated and assumes and classify Siloam’ as our associate company and as such, contributions from its profits goes to the income from associates. So that's up by about 230%. I think additionally, we have also seen improvements from our [indiscernible] performance and contribution is actually quite positive this first 9 months of 2025. Net interest expense come down and is driven by our liability management as we've reduced our debt quite substantially over the last 12 months. And amortization and depreciation and taxes also reduced because of -- mostly because of the deconsolidation of Siloam that happened last year. And that resulted in our underlying NPAT of about IDR 442 billion, higher by about 8% compared to last year and NPAT of IDR 368 billion, substantially lower from last year, given that last year, we've enjoyed quite a lot of nonoperational and one-off items, including the gain from our deconsolidations of Siloam last year as well as the sale that we did on our Siloam stake last year. This is the cash flow for LPKR. I think relatively, we remain -- our liquidity remains strong. The focus of this year was to complete a lot of our projects that we sold in the previous years. And as such, the payments of about IDR 4.6 trillion that we had in the first 9 months of the year, this is offset obviously by the collection that we've gotten from consumers, from our customers from marketing sales. Net interest expenses, IDR 175 billion. This is substantially lower compared to last year where we spent about IDR 765 billion, and this is reflecting a successful deleveraging initiative and commitment to ensure that we have a stronger balance sheet moving forward. This is also in the cash from financing activity, IDR 1.8 trillion outflow given that we've settled all our U.S. dollar bonds in the beginning of the year as well as continue to repay our loans with the banks. On the financing side, I'm pleased to announce, I think we've shared this in the last -- in the previous earnings call that we've successfully secured a loan from BTN to refinance our syndicated loans. So I'm pleased to announce that we've now successfully reduced our cost of funds by about 60 basis points. So today, we are paying about BI rate plus 1.4%, which translates to about 6.15%. And then this is on [ ideal ] loans, which I think will continue to support our liquidity moving forward. As I mentioned, we fully paid all our U.S. dollar bonds. Now our liabilities are all in rupiah denominated. So and as such, we managed to remove the FX risk that's inherent in our business in the past. So now the revenue and cost and liabilities are matched. And we landed in September 2025 at about $2.75 trillion net debt and an improved debt maturity profile following our refinancing of the syndicated loans. So I'll move on to segment by segment. I'll touch on the real estate first. So on the property development projects sold in the first 9 months, we've sold 22 projects of landed residentials, around 9 projects of low-rise to high-rise residentials and then 16 shop houses projects. We spoke about marketing sales in the previous slides, but 70% of our landed housings -- 70% of our total marketing sales are contributed by our landed housings. We've done about 11 launches in the first 9 months. Lippo Karawaci, we've done 5 launches: Park Serpong 4 and 5, Bentley Homes and Bentley -- Belmont and Bentley Homes in Central and Marq in the heart of [indiscernible] cities. Lippo Cikarang, we've launched 3 launches, The Allegra at Casa De Lago, The Hive Tanamera and The Hive Neo Patio, which is shop houses and also 3 launches in Tanjung Bunga. Financial performance, I think we've touched base on this. But moving forward, we continue to focus on the affordable homes designed for young families as well as moving -- focusing more to the premium residents that meet lifestyle aspirations of the affluent market. Marketing sales, IDR 4 trillion for the first 9 months, 64%, as I mentioned, compared to what we've targeted for this year at IDR 6.25 trillion. I think the majority of the marketing sales are coming from [indiscernible] residentials at about IDR 2.1 trillion, followed by Lippo Cikarang at about IDR 1.2 trillion. We still have plenty of land bank that we can develop and which translate about 25-plus years of remaining land bank that we can develop at the current run rate. Highlights of marketing sales for the first 9 months, Lippo Karawaci is still dominated by landed housing at 77% in terms of value and 84% in terms of number of units. Lippo Cikarang, I think it's more balanced between landed housing, which contributed about 55% of the total marketing sales and commercial area, which is about 34%. In terms of the payment method, mortgage is still dominating the way our customers are buying our property at about 65%, which is lower compared to last year because a lot of people are opted for installments this year. In terms of the ticket size, still dominated by product with price less than IDR 1 billion that contributed about 66% and with -- and then the product that priced at IDR 1 billion to IDR 2 billion accounts for about 25% of total marketing sales. This is the project handover highlights. I think in totality for the first 9 months, we've handed over around 8,000 units. And obviously, predominantly from -- the Park Serpong is just an example of the cluster of Park Serpongs that we've completed and handed over, Cityzen Park East, Citizen Park North and Park West. In Lippo Village, we've also done quite a bit of handed over in the first 9 months, Cendana Essence, Site A Area 1 and 2, Cendana Cove Verdant and Cendana Cove also in Lippo Karawaci and also the handovers that we've done in [ Makassar ]. This is just to give you the highlights of the product innovations. There are a bunch of products that we introduced in the third quarter of this year from a building area of about 35 square meters at price at about IDR 397 million, up to close to 100 square meter property with price at about IDR 897 million in rupiah. I think 2 products that I would just give you a context to what the customers are liking is Treetops Alpha Livin and Goldtops, which is a 3-story homes that we've recently introduced in the first half of the year. This is just a picture of the grand launching of Park Serpong Phase 5. It was done on 30th August 2025, pretty successful at 87% takeup rate. We've sold about -- we've made about IDR 200-plus billion of marketing sales from the launching only. We continue to enhance our offering in Park Serpong. We will be introducing Lentera National, which is a K1 to 12 education school campus supported by Pelita Harapan Group. So this is part of the [indiscernible] Pelita Harapan education offerings. So this is, I think, going to enhance our propositions to -- and our service to the residents of Park Serpong. We've also introduced minimart, some sports facilities just to support the communities. We've also introduced shuttle bus that connects Park Serpong with some key establishment within the areas. And also, we are developing a modern market. We're going to introduce this very soon, situated in Park Serpong. And we've secured about 1.5 hectares for this modern market that will actually enhance our shop houses' marketing sales as when this product launches. So that's on the real estate segment. I'll move on to lifestyle. Just to recap for everyone, we've managed about 59 malls nationwide across 39 cities with net leasable area comprises of about 2.5 million square meters with very well diverse tenant mix comprising of grocery retailing, department store, F&B, leisure, fashions, casual leasings and all that from -- and then supported by well-known tenants, both locally as well as internationally. Performance continued to show a pretty strong growth. Revenue increased by about 7% and EBITDA increased by 15%, given the operating leverage that we enjoyed for this business. The mall visitors also continued to grow year-on-year by about 7% and occupancy rates also improving from 80% last year to 84.4% this year. We continue to do a lot of activities. This is just to give you some highlights to activities that we had in our mall properties. The Lippo Mall Kemang celebrated its 13th anniversary. And then we've held an event of fashion show, live music and community tenants in the month of September and October. Cibubur Junction is undergoing an upgrade. We are repositioning our tenant mix and going to renovate the program starting Q4 2025. So there's going to be more exciting tenants coming in. I believe that once this project is completed, I think it will drive more traffic into Cibubur Junctions. We also done a tenant gathering of Lippo Mall Indonesia and Plangi Nusantara, which received a lot of support from our tenants, too. On our hotel business, we've operated about 10 hotels and 2 leisure facilities across 9 cities in Indonesia. The performance is still facing headwinds with revenue comes down by 6%. And this is, as I mentioned earlier, this is driven by the challenges that we had for hotels that have been enjoying a lot of [ government ] events as the government cut spending and hold budgets of spending in the first half of the year and EBITDA coming down by 24%. Occupancy is lower compared to last year by 7% to 60%. However, just wanted to highlight that in the third quarter of this year, occupancy actually stands at about 71%. And compared to the second quarter of this year, so Q-on-Q, it's actually improving by 10 percentage points. So it was 61%, increased to 71% in the third quarter. So we have started to see things are recovering pretty nicely from our hotel business, but yet still not where we want it to be compared to last year's. Average room rates also improved by about 2% to IDR 635,000 per night. Now moving on to our third segment, which is health care. I think overall, we are starting to see that our health care business in the third quarter improved compared to the soft demand in the first half of the year with revenue actually improved by 7.8%. And then this is despite of a few unfavorable external events happening in the third quarter of 2025. If you recall, in early August, there was demonstrations happening across Indonesia, especially in Jakarta, where it affected our hospital operations as well as in earlier September or late August, there was a flooding also happening in Bali that impacted our hospital operations in Bali, where we had to shut down for 1 week. So those 2 incidents actually contributed to a lower revenue of about IDR 49 billion. So if we added up that loss of revenue to the third quarter of 2025, our revenue actually on a quarter-on-quarter basis improved by about 11%. So hopefully, in the fourth quarter, there's no more unforeseeable external events that's impacting our business, and we'll continue to see the recovery trends happening on the next few quarters. EBITDA, up by 19% also. On the operating metrics, I think overall, it's pretty positive on a quarter-on-quarter basis. Our outpatient visit improved by about 8.5% to 1.1 million in the third quarter of 2025. Our OPD to IPD conversions quite -- remains quite stable at 2.9%. Inpatient admissions also increased by 8.2% compared to the previous quarter. Inpatient days also improved by about 9% with ALOS stands pretty stable at about 3.1% compared to the last quarter. And occupancy rates improved by about 3.6 percentage points to 65.8%. So that's contributing to a relatively strong performance in the third quarter of this year. I think that's all I have for today's 9-month performance of Lippo Karawaci. I'll pause there to see if there's anyone have questions. Agus Aris Gunandar: Thank you, Pak Fendi, for the presentation. We do have received several questions in the Q&A box. Let me read the question as follows. The first one is from [indiscernible]. He's asking for an update on the MSU or [indiscernible] handovers and how much is left as of 9 months of 2025? Fendi Santoso: Yes. So I think mostly we've done all our obligation for the MSUs units that we need to hand over this year. I think in terms of the units already available, I think we are in the process of completing that handover, which the team is going to complete this by end of the month or early December. So I think we've done about 4,600, if I recall correctly, 4,500 to 4,600 for this year. Yes. So I think there's another question here. What is the occupancy rate of Lippo Malls as of current? I think I've mentioned this earlier. In the third quarter of this year, we had about 71%. So that's improving actually from the previous quarter of 61%. Overall, for the first 9 months on average, it's about 60% -- sorry, the Lippo Malls, 84%, sorry. I think we had that 84%, sorry, for the mall. So there's another question on the presales forming 64%. What will be the driving factor for the fourth quarter to reach this target? So we are actually doing a few more launches this year. We just had one launch that happens in Manado, which is getting quite a bit of good traction. And there are a few launches that we are going to do this year. So I think we are still -- the team is still aiming to hit that IDR 6.25 trillion marketing sales target for the year. So yes. Agus Aris Gunandar: Okay. I see there's no more questions on the chat box. So I think we have reached a conclusion of our discussion today. We'll be sharing the presentation material shortly after the session. And once again, thank you for joining Lippo Karawaci's 9-month 2025 Earnings Call. And we do look forward to meeting you again for our full year 2025 earnings call. And we wish everyone a very, very good afternoon. Thank you. Fendi Santoso: Thank you.
Operator: Greetings. Welcome to Doman Building Materials Group Limited Third Quarter 2025 Financial Results Conference Call. [Operator Instructions] Please note that this conference is being recorded. At this time, I'll turn the conference over to Ali Mahdavi. Please go ahead, Ali. Ali Mahdavi: [Operator Instructions] joining us this morning for Doman Building Materials Third Quarter 2025 Financial Results Conference Call. Joining us today on today's call are the company's Chairman and Chief Executive Officer, Amar Doman; and Chief Financial Officer, James Code. If you have not seen the news release, which was issued after the close of markets yesterday, it is available on the company's website as well as on SEDAR along with our MD&A and financial statements. I would also like to remind you that a replay of this call will be accessible until midnight, November 21. Following the presentation of the third quarter results, we will conduct a Q&A session for analysts only. Instructions will be provided at that time for you to join the queue for questions. Before we begin, we are required to provide the following statements regarding forward-looking information, which is made on behalf of Doman Building Materials Group Limited and all of its representatives on this call. Remarks and answers to your questions today may contain forward-looking information about future events or the company's future performance. This information is subject to risks and uncertainties that may cause actual events or results to differ materially. Any information regarding forward-looking statements is made as of the date of this call, and the company does not undertake to update any forward-looking statements. Please read the forward-looking statements and risk factors in the MD&A as these outline the material factors, which could cause or would cause actual results to differ. The company will not provide guidance regarding future earnings during today's call, and management does not anticipate providing guidance in future quarterly or interim communications. I'll now turn the call over to Amar. Amardeip Doman: Thanks, Ali, and good morning, everybody. Thank you for joining us. On the back of a very strong first half of the year, the third quarter was similar in terms of our focus on optimizing operational and financial performance on both sides of the border while navigating through continued macroeconomic headwinds stemming primarily from rising interest rates, inflationary pressures, affordability and concerns around the risks of things slowing down. Throughout the third quarter, we worked through the impact of what I would qualify as a very challenging pricing environment. While volumes and general demand have been steadier than the pricing side, we are seeing choppy demand in certain areas of the business due to some of the macro pressures I just mentioned. These trends continue to exist in our day-to-day activities. Overall, the North American market has been shaped by a mix of cooling demand on housing, high mortgage rates and tariff uncertainty, all of which have tempered buying activity. While price volatility remains, we expect modest gains during the remainder of the year if housing activity rebounds and policy conditions, including tariffs and trade measures, stabilize. Despite these external pressures impacting our numbers, our focus remains on what we can control to ensure we maximize margins and free cash flow generation. While we see a cautious tone and sentiment from our customers and how they are managing through some of the same macro headwinds, demand remained steady across all key end markets during the quarter, with volumes in various categories remaining range bound. However, given the lower pricing for construction materials, revenues and margins experienced some pressure in the third quarter when compared to the first and second quarters of the current year. Despite the pricing pressures caused by the various factors I mentioned, I remain pleased and encouraged by the strength of our business model and our ability to perform while ensuring that our first-class level of service remains on point. As a result of our collective efforts, the revenues amounted to $795 million, gross margin remained strong at 15.5% or $123.1 million, EBITDA of $62 million. Net earnings came in at $18.1 million. And lastly, we paid another quarterly dividend totaling $0.14 per share, representing our 62nd consecutive quarter of paying a dividend. I'm also very pleased with our ongoing focus on balance sheet management and optimization. To this point, after 9 years of ownership and planting approximately 10 million new seedlings, we sold the remaining portion of our timberlands during the third quarter, with net proceeds of the sale further strengthening our balance sheet, which Jay will comment on a little bit later. Looking ahead, we remain excited as we work through the macro and pricing-related dynamics while we continue to manage our costs and always look for growth opportunities. As always, we remain confident in our ability to work through volatile markets diligently while serving our customer needs with the highest level of service. We remain excited about our growth profile and the overall prospects of the business. And with that, I'd like Jay Code, our CFO, to take over and provide a review of the company's third quarter 2025 financial results in greater detail, and then we'll open the call up for questions. Jay? James Code: Thank you, Amar. Good morning, everyone. Sales for the 3 months ended September 30, 2025, were $795 million versus $663.1 million in Q3 '24, representing an increase of $132 million or 19.9%. The increase in sales was primarily driven by contributions from Doman Tucker Lumber, which was acquired October 1, 2024, and therefore, did not factor into our results for the comparative third quarter of '24. Our sales this quarter were made up of 79% construction materials, with the remaining balance resulting from specialty and allied products of 17% and other sources of 4%. Gross margin for the quarter was $123.1 million versus $103 million last year, an increase of $20.1 million, again, benefiting from the results achieved by the Doman Tucker Lumber acquisition as well as ongoing focus on the company's margin enhancement and stabilization strategies. This quarter's overall gross margin percentage was 15.5%, which was consistent with the percentage achieved last year. Expenses for the third quarter were $86.1 million compared to $73.5 million, an increase of $12.6 million or 17.1%. And as a percentage of sales, this quarter's expenses were 10.8% compared to 11.1% last year. Distribution, selling and administration expenses increased by $5.5 million or 9.9% to $61 million this quarter from $55.5 million in '24, mainly driven by the addition of expenses related to Doman Tucker Lumber. As a percentage of sales, DS&A was 7.7% this quarter compared to 8.4% last year. And this quarter's EBITDA was $62 million compared to $46.3 million in 2024, an increase of $15.7 million or 34%. Finance costs in Q3 were $18.1 million compared to $11.8 million in Q3 '24, an increase of $6.3 million, largely driven by additional interest costs related to last year's debt financing of the Doman Tucker Lumber acquisition. Doman's net earnings for the quarter were $18.1 million compared to $14.6 million in '24, an increase of $3.5 million. And turning now to the statement of cash flows. Operating activities before noncash working capital changes generated $131.6 million in cash in the first 9 months of 2025 compared to $108.9 million for the same year-to-date period in '24. Operating cash flows during the period were positively impacted by this year's inclusion of the results of Doman Tucker Lumber. Seasonal changes in noncash working capital generated $15.4 million this period compared to $12.2 million in the first 9 months of last year. Overall, financing activities reflected significant reductions in debt during the first 9 months of this year. 2025 year-to-date net repayments of our revolving loan facility totaled $150 million, driven by strong operating cash flow as well as the proceeds from the sale of the company's timberlands, to be discussed further later. This reduction in debt provides the company with available liquidity of $397 million at September 30, 2025, compared to $163 million at December 31, 2024. We also note that in the comparative period in '24, the company completed the issuance of our 2029 unsecured notes. resulting in gross receipts of $265 million, with partial proceeds used to repurchase a portion of the company's 2026 unsecured notes in the amount of $52.3 million, with the balance allocated to reduce the company's revolving loan balance last year. Dividends this year returned $36.7 million to shareholders, largely in line with 2024 dividend amounts and payment of lease liabilities, including interest, consumed $24.1 million of cash compared to $21.3 million in '24. The company's lease obligations are -- generally require monthly installments, and these payments are entirely current. We also note the company was not in breach of any of its lending covenants during the 9 months ended September 30, 2025. Overall, investing activities generated $59.9 million of cash in the first 9 months of '25 compared to consuming $71.4 million in '24. Investing activities this year include the sale of the company's Southeast BC timberlands for cash proceeds of $75.2 million as well as an investment in a small electrical distributor in Southern California in September 2025. The first 9 months of 2024 included the Southeast lumber acquisition for total cash consideration of $62.3 million. Additionally, the company invested $14.7 million in new property, plant and equipment this year compared to $9.5 million in 2024. This concludes our formal commentary, and we're now happy to respond to any questions that you may have. Thank you. Operator? Operator: [Operator Instructions] And the first question is from the line of Kasia Kopytek with TD Cowen. Kasia Trzaski Kopytek: Amar, I think, buyers like Home Depot and Lowe's comfortable holding less inventory now than they would be in prior cycles, in your opinion? Amardeip Doman: Yes, definitely. I wouldn't say it's just lumber. I would say across all categories. This started probably a year ago where a lot of the big-box stores and other retailers are very much a little bit compressing their working capital down and trying to push their inventory turns up. We obviously play a part in that. It's keeping us closer to the markets, though, and turning our inventories faster as well. So all the way down the pipe, I don't think it's a big impact on our final sales numbers. Kasia Trzaski Kopytek: Okay. And we've seen lumber prices move a bit here in the recent months or so. How much of that do you think is a reflection of the industry realizing that sawmill cash burn has gotten extreme here and that there will have to be cuts? West Fraser just announced last night. And how much of that is just the supply chain trying to get ahead of any more supply cuts that may be coming down the line? Amardeip Doman: Yes. I don't think there's any panic, to be honest with you. There's two things going on in the market. One, what you read in random lengths is one thing, what's happening is another. So the cash markets are very soft, very weak. The mills have a lot of inventory, both sides of the border, it's not good. So this little uptick is kind of just coming off the bottom. I wouldn't say there's any deliberate attempt for anyone to start piling down lumber, but the activity and the takeaway just isn't strong. So it's just not a good period. So it is nice to see it stabilize with some of the curtailments and see a little bit of uptick, but I wouldn't [ write ] home about it just yet. Kasia Trzaski Kopytek: Yes, that's probably fair. And just back to the 2-tiered market that you referenced, we know what the price for U.S.-bound lumber is. How much of a discount are you seeing right now versus the random length print for Canadian-bound lumber? Amardeip Doman: Yes, it's all over the map, Kasia. I couldn't tell you exact numbers. But if you're a buyer, you still got the leverage today on lumber. And if you're showing up ready to buy carloads or truckloads in any sort of volume, you're just going to make your price today. It's -- we need more curtailments to adjust to the slow takeaway that's happening. And we hope that things get better next year with more interest rate cuts, and we start to see more takeaway. But right now, it's sort of make your bid and set your price. Kasia Trzaski Kopytek: Right. And Amar, I think the general consensus is that something north of 1 billion board feet of lumber capacity has to come out. When would the distribution channel kind of start to get a little bit more incentivized to start positioning themselves if we get kind of 500 cumulative? Like what's the number you think? Amardeip Doman: I would say, over the next few months, if we see some more curtailments happen and again, get closer to the takeaway numbers that are out there that are still stubbornly weak, it's just sort of a flat market. So I couldn't tell you exactly when, but I can tell you that we're moving in the right direction for pricing upswing. I just don't see it tomorrow morning. But directionally, we are starting to see lumber come off, like you mentioned the West Fraser curtailments. And there'll be some others, I think, happening and some smaller sawmills just can't make it probably through this. And if they've got a bad balance sheet, it's going to be difficult, so they're going to have to shut down. So I think directionally, we've bottomed, but I just don't see a big torque tomorrow morning. Kasia Trzaski Kopytek: Yes, that's fair. And then stepping back a bit, I imagine now is the time when you're starting to have discussions about new programs for 2026. Any early indications about the tone of those discussions? Amardeip Doman: We have started some of that. I think the business will be steady through 2026, which we're happy with. We're very happy with how this fall shaped up. September and October were good for volumes. Obviously, pricing has been in the tank. But for our volumes, things have been decent. So wood is moving on our end, which is good. Repair and remodel has not died. It's doing fine. So it's nice to see that for our end takeaways. And I think rolling into '26, if we can have volumes that were the same as '25, Doman will make a lot of money, and we will, I think, continue to just work on our balance sheet and get our debt down even further than we just did. So I think we'll be in good shape in '26. Operator: The next questions are from the line of Frederic Tremblay with Desjardins Capital Markets. Frederic Tremblay: You spoke about the leverage a little bit there. I wanted to maybe tie that into potential M&A activity. Just wondering if you had any comments on the pipeline of opportunities that you're seeing and if you'd be comfortable transacting in the near term if the right opportunity was available, considering the positive evolution of your leverage position lately. Amardeip Doman: Thanks, Frederic. I'll answer the latter part of the question, and I'll let Jay discuss where our liquidity is today and the debt reduction that's moving in the right direction. The M&A activity, we've got certainly our eyes open and in discussions all the time with certain companies that we'd like to acquire that fit our strategy. The balance sheet is now back to more than ready to move on some things if we feel like the valuation is right. So certainly, we're not hamstrung by any means, and the liquidity opening up here has been excellent. So we can think very clearly and be disciplined as we always have on our acquisitions. And hopefully, in '26, we'll see 1 or 2 come down the pipe. So maybe, Jay, you can answer on the leverage. James Code: Yes. Sure. Thanks, Amar. Frederic, yes, as you pointed out, the leverage has come down, sitting at about 3.8x at the end of September. down significantly from recent peaks for financing the Tucker acquisition in Q4 of '24. So we'll expect that to continue to drop through to the end of '26 at least, given market conditions, we expect to generate -- continue to generate significant debt reductions going forward. Frederic Tremblay: Great. That's helpful. And maybe switching just to margins, some nice margin protection in Q3, despite the lumber price headwinds in the U.S. Should we think about Q4 margins in a similar fashion, i.e., not at the very top of the 14% to 16% gross margin range, but somewhere in there? Amardeip Doman: Yes, Frederic, I would say so. I think that the bottoming of lumber has happened. So we're starting to see, as we just talked about in the last couple of questions there, we're seeing stable to a little bit of an uptick. It's still soft in the cash markets. But certainly, I think the margin stabilization should start to trend a little bit better as we go into the fourth and first quarter and the lumber slide has finished going down. So hopefully, that will perk us up a little bit on margin and hopefully, the volumes will continue. And just to finalize on the liquidity, I believe now with our revolver and combined full liquidity, we've got over $400 million of liquidity right now. So we're in very good shape to take care of some M&A. Operator: The next question is from the line of Zachary Evershed with National Bank Capital Markets. Zachary Evershed: Congrats on the quarter. With the larger acquisitions now playing on your team for some time now, do you think you've reached a level where your distribution S&A in dollar terms should remain roughly flat or in line with inflation? Amardeip Doman: Yes, I would say so. I think inflation or wage inflation, obviously, we take care of our team members, and there's always that push up on wages, et cetera. But yes, I think we'd be in line there. And also, we're consolidating and -- we don't have huge numbers to report or anything, but we're consolidating a lot of our SG&A in the U.S. into Plano, Texas into our office there. So that's going to bring some operating leverage to the system as we continue to lever up and organize all of our computer systems in the states, and that's going to drive some good synergies and cost savings as well. Zachary Evershed: Got you. And then the latest acquisition does look pretty small, but maybe you could tell us a bit more about it. Any expected synergies and what you like about it? Amardeip Doman: Yes. It's a strategic acquisition that came through one of our business leaders, and it's very small, but putting our toe in the water in Southern California to assist our Alpha electrical division that's out in Hawaii. This will help some buying synergies. It will also put us on the map on the mainland and electrical, and we'll continue to grow. It's a smaller business for us, but certainly very strategic. And we're excited about Temecula Electric being in our fold now. Zachary Evershed: Excellent. With your customer concentration up since the acquisition of Tucker, how are you feeling about it? Do you view it as a risk? Amardeip Doman: Sorry, Zach, could you say that again? Zachary Evershed: How are you feeling about your customer concentration these days? Do you view it as risk? Amardeip Doman: No, certainly not. We're very close to our large customers. And of course, we work hard every day to maintain those relationships. It's our business to lose. So we got to work on that every day. And our team members do that. So I think our customer relationships are in very, very good shape. We work hard at it. I think we're one of the best as far as having relationships with the folks that issue us purchase orders, which we thank them for every day. But I think our customer concentration is not any issue, as far as the Tucker acquisition went. It's helped broaden our base with one of our largest strategic customers, and we continue to grow with all of our customers. So things are in good shape there. Operator: The next question is from the line of Nikolai Goroupitch with CIBC Capital. Nikolai Goroupitch: Considering the shopping demand you're seeing, could you maybe highlight some pockets of strength and weakness in the business? Amardeip Doman: Yes. The R&R business, repair and remodel, has been surprisingly steady to up in the fall after a soft summer of takeaway. So we're pleasantly surprised to see that consumers are still spending despite, I think if we read the headlines, we all want to kill ourselves and it feels like the world is coming to an end, it's not. Things are going on. And frankly, consumers have money. We're not seeing mass, mass layoffs in the U.S. Consumer is good there. And in Canada, we're having a nice fall on all building materials. So we've had a nice pickup in our distribution system in Canada, starting kind of late August, early September, and it continues into October here and into November. So a nice pickup later in the year. So we're surprised at these trends. A lot of it is R&R. Obviously, new homes, construction is flat to soft. So the R&R business has been good. Nikolai Goroupitch: I see. And then maybe looking into next year, respective of commodity prices, what sort of main projects or initiatives are you looking at that could potentially provide some gross margin uplift? Amardeip Doman: Yes. We're going to -- well, we are, I should say, we're upgrading our Gilmer, Texas production line and fencing. We produce a lot of fencing in the states, and we're going to continue to invest in our mills and upgrade them, reduce labor and modernize and optimize. So we're working on that. If that works, we'll roll it across all of our sawmills, and we're looking at planting a flag in the East Coast as well as far as producing fencing on the East Coast. There's a lot of tariffs and things that are happening with South America, which is squeezing production coming north. And we want to take advantage of that opportunity, not for the short term, but for the long term and establish ourselves as a large fencing player on the East Coast of the United States as well. So you're going to see some pretty good exciting things come from us on the sawmill side in specialty. Operator: We have a question from the line of Amit Prasad with RBC. Amit Prasad: It's Amit on for Matt. Just a quick follow-up on the last one. You called out some benefits to the Canadian distribution side. Just wondering if you've seen any changes to the competitive environment on the U.S. side. Amardeip Doman: Yes. Yes, the strength in Canada has been nice. It's not robust or crazy, but it's certainly picked up from where it was, where it was looking very dire most of the year. And we've caught up to our budgets, and it's nice to see that. The team has worked hard at that for sure. As far as the U.S. goes on the competitive landscape, I haven't seen or saw, I should say, in our kind of runway or our space too much activity as far as M&A goes. We've seen it kind of in the pro dealer with Lowe's and Home Depot doing a lot of acquisitions like FBM, [ Accestra ], and SRS. Those acquisitions are large, but they're not really in our space. Those are different product lines that Doman doesn't participate in. So really kind of a nothing burger as far as what's going on with kind of LBM and what we're up to. Operator: At this time, I'd like to turn the floor back to management for closing comments. Ali Mahdavi: Once again, thank you, everyone, for joining us this morning for the quarterly call. If you have any follow-up questions, by all means, please feel free to reach out to myself. We look forward to speaking with you again on our next earnings call, which will be in the new year. That concludes today's call. Wishing you all a great weekend. Operator: Ladies and gentlemen, thank you for your participation. Please disconnect your lines, and have a wonderful day.
Operator: Good morning, and welcome to Fairfax's 2025 Third Quarter Results Conference Call. [Operator Instructions] Today's conference is being recorded. If you have any objections, you may disconnect at this time. Your host for today's call is Peter Clarke with opening remarks from Derek Bulas. Derek, please begin. Derek Bulas: Good morning, and welcome to our call to discuss Fairfax's 2025 third quarter results. This call may include forward-looking statements. Actual results may differ perhaps materially from those contained in such forward-looking statements as a result of a variety of uncertainties and risk factors, the most foreseeable of which are set out under Risk Factors in our base shelf prospectus, which has been filed with Canadian securities regulators and is available on SEDAR+. Fairfax disclaims any intention or obligation to update or revise any forward-looking statements, except as required by applicable securities law. I'll now turn the call over to our President and COO, Peter Clarke. Peter Clarke: Thank you, Derek. Good morning, and welcome to Fairfax's 2025 Third Quarter Conference Call. I plan to give you some highlights and then pass the call to Wade Burton, our President and Chief Investment Officer of Hamblin Watsa, to comment on investments; and Amy Sherk, our Chief Financial Officer, to provide some additional financial details. We had an excellent third quarter with net earnings of $1.2 billion, up from $1 billion in the third quarter of 2024. This gives us net earnings of $3.5 billion for the first 9 months of 2025. Operating income from our insurance and reinsurance companies adjusted to an undiscounted basis and before risk margin was $1.3 billion in the third quarter, up from $1.1 billion in the third quarter of 2024. Our interest and dividend income was $655 million. Underwriting income was very strong in the quarter at $540 million, while our share of profits in associates was $305 million. We had strong operating income from our noninsurance consolidated companies at $211 million and net gains on investments in the quarter were again very healthy at $426 million. All in, our book value per share increased to $1,204, up 15.1% for the first 9 months of the year, adjusted for our $15 dividend. Now some additional comments on our insurance operations. Underwriting results in the quarter, as I said before, were very strong with a combined ratio of 92%, producing an underwriting profit of $540 million. We've only had 2 quarters with a higher underwriting profit, and those were the fourth quarters in both the last 2 years, both of which we benefited from reserve releases following the full reviews conducted in the fourth quarter. All our insurance segments continue to produce underwriting profit. We benefited from a lower level of catastrophe losses in the quarter with the third quarter historically being more volatile quarter from catastrophes. Our global insurers and reinsurers had a combined ratio of 91.3% and underwriting profit of $326 million in the quarter. Allied World had an excellent quarter with a combined ratio of 88.9%, Odyssey Group, 91.2%. Brit's combined ratio was 92.1% and Ki had an elevated combined ratio in the quarter of 105.4%, primarily due to costs from the separation from Brit. As we previously mentioned, in 2025, Ki began operating as its own separate company. Excluding separation costs, Ki's combined ratio year-to-date is 95%. After a difficult first quarter due to the significant catastrophe losses from the California wildfires, our global insurers and reinsurers have produced underwriting profit of $606 million year-to-date. Our North American insurers had a combined ratio of 93% for the third quarter, led by Northbridge with a very strong combined ratio of 86.9% Crum & Forster had underwriting income of $60 million or a combined ratio of 94.8%, while Zenith, our workers' compensation specialist, after a number of quarters with a combined ratio above 100 came in at 99.7%. Zenith has been dealing with multiple years of rate decreases in the workers' compensation space, but we are happy to say rates have now begun to stabilize and Zenith are pleased to see some premium increases coming its way. Our international operations delivered a very good quarter with a combined ratio of 92.4%. Bryte, who has been taking underwriting actions the last number of years are seeing it come through in their results. They had a combined ratio of 93.8%. Latin America posted a combined ratio of 94%. Central and Eastern Europe was at 94.5% and Fairfax Asia posted a 94.5% combined ratio as well. Eurolife General Insurance had a great quarter at 91.2%, benefiting from favorable reserve development and Gulf Insurance, the largest company in our international operations, had an excellent combined ratio of 90.5%, also benefiting from favorable reserve development. Gulf's combined ratio has been trending positively after being elevated in 2024, normalizing to its historical combined ratio levels. The strong results of our insurance operations have not gone unnoticed by the rating agencies. In the second quarter, Standard & Poor's upgraded the financial strength rating of our core operating companies to AA-. A.M. Best also upgraded Allied World, Crum & Forster and Northbridge's financial strength ratings to A+. Odyssey was already at the A+ level. In the third quarter, we wrote $8.2 billion of gross premium, down slightly from the third quarter of 2024. If you exclude Gulf Insurance, our premiums were up 3.1%. Our global insurer and reinsurer segment was up 3.2%, with gross premiums of $4.2 billion in the third quarter, reflecting growth across all our companies in this segment. Brit's gross premium was $720 million in the quarter, up 4% year-over-year, with growth in its programs and facilities business as well on the reinsurance side through its Bermuda reinsurer, Brit Re. In the third quarter 2025, Ki wrote $226 million of premium, up 15% from the third quarter of 2024, principally in property treaty, marine and energy lines of business. Odyssey Group's premiums were up 3% in the quarter with gross premium written of $1.6 billion. Its insurance business was the driver of the growth at both Nine and Hudson, while its reinsurance business was relatively flat. Allied World premium increased 1.7% in the quarter with gross premiums of $1.7 billion. Insurance was up 1.6%, driven by their Global Markets division and their Reinsurance segment was up 2.3%. Our North American Insurance segment wrote gross premiums of $2.4 billion in the third quarter, approximately flat over the third quarter of 2024. Zenith premium was up 10%, reflecting new workers' comp business and price increases in its agribusiness book. Crum & Forster premium was 1.4%, driven by its Accident & Health business and Surplus and Specialty segment, offset by credit insurance, and Northbridge's gross premium was down 4% in Canadian dollar terms compared to the third quarter of 2024. The decrease at Northbridge reflects moderating rates for commercial lines in Canada. The international insurance and reinsurance operations gross premiums were $1.5 billion, down 11.6% in the third quarter of 2025 versus the third quarter of 2024. Excluding Gulf Insurance, the international premium was up 10%. Bryte in South Africa had strong growth across its distribution channels with premium of $128 million in the quarter, up 20%. Our Central and Eastern European business led by Colonnade continues to grow profitably, writing $200 million of premium in the quarter, up 11.7%. Fairfax Asia was up 13% with strong growth across all its companies. And in Latin America, premium was up 6.1%. As I mentioned earlier, offsetting the growth in our International segment was Gulf Insurance, whose net premium was down 13%, principally due to timing. This will normalize in the fourth quarter. Our international operations now make up 20% of our total gross premiums and the long-term prospects of our international operations are excellent and will be a significant source of growth over time, driven by excellent management teams that are more and more collaborating among themselves and leveraging the strengths of the group within our decentralized structure. In the third quarter, our insurance and reinsurance companies recorded favorable reserve development of $111 million or a benefit of 1.6 combined ratio points on our combined ratio. Each of our major segments recorded favorable reserve development with releases coming primarily on short-tail lines of business. Our companies performed full actuarial reserve reviews in the fourth quarter and are in that process now. In the fourth quarter of 2024, we benefited from reserve releases of $301 million. Our overall reserve position remains strong. Through our decentralized operations, our insurance and reinsurance companies continue to produce outstanding results, writing over $33 billion in annualized gross premium with healthy underlying margins. While the general trends in the market are softening, we do not believe we are yet in a soft market. The wide variety of markets and segments our companies participate in allow us to grow in more attractive areas while curtailing our activity in less attractive ones. We also benefit greatly from our team of long-standing presidents running our companies. Our experienced teams have managed effectively through the insurance cycles in the past, both hard and soft. As the market turns, we will maintain underwriting discipline through quality risk selection and price adequacy with a laser focus on the bottom line. The company's robust capital position, strong reserve base, margins in our existing business and the scale and diversification of our operations will allow us to be patient for opportunities to arise. I will now give you some additional detail on our investment earnings for the quarter. Our consolidated investment return was solid in the third quarter with a quarterly return of 1.9%. Consolidated interest and dividend income of $655 million was up 7.5% year-over-year benefiting from a growing investment portfolio and increased dividend income in the quarter. Profits of associates was strong at $305 million, up by $45 million compared to the third quarter of 2024. Profits of associates continue to be driven by Eurobank and Poseidon Corp. In the quarter, we had net gains on investments of $426 million, driven by gains on our equity exposures of $525 million, offset by losses on our bond portfolio of $44 million, primarily from government bonds and losses on other investments of $54 million, primarily reflecting unrealized losses on our preferred shares in Digit Insurance. Net gains of $525 million on our equity and equity-related holdings were driven principally by unrealized gains on Orla Mining, Commercial International Bank and [ Forum ]. We have always said, and please remember, our net gains or losses on investments only make sense over the long term and will fluctuate from quarter-to-quarter or for that matter, year-to-year. More on investments from Wade. As mentioned in previous quarters, our book value per share of $1,204 does not include unrealized gains or losses in our equity accounted investments and our consolidated investments, which are not mark-to-market. At the end of the third quarter, the fair value of these securities is in excess of carrying value by $2.5 billion, an unrealized gain position or $117 per share on a pretax basis, an increase of approximately $1 billion for the year, primarily driven by Eurobank. In October, we announced an agreement to sell our 80% interest in Eurolife's life insurance operations for approximately $940 million to Eurobank. At the same time, Fairfax will purchase a 45% interest in Eurobank's property and casualty company in Cyprus, ERB Insurance for approximately $68 million. We are pleased to be able to maintain focus of our insurance operations on property and casualty insurance and reinsurance while still benefiting from the continued success of Eurolife's life business through our ownership stake in the bank. We wish the very best to Nikos, Delendas and the entire team that will be moving under the ownership of Eurobank. We expect a pretax gain of approximately $250 million on the transaction that will be trued up and accounted for on closing of the transaction, which is expected in the first quarter of 2026. We are also happy to announce that Alex Sarrigeorgiou, the current CEO of Eurolife, will transition to become Executive Chairman of Eurolife's General P&C Insurance operation and Chairman of our new Cyprus company. Vassilis Nikiforakis, currently CFO of Eurolife, will become Managing Director and CEO of the General Insurance business. Vassilis has been with Eurolife for 18 years and is another great example of the internal transactions that we like to make within our organization. Earlier this week, Fairfax and Bill McMorrow, Chairman and CEO of Kennedy-Wilson, issued a take-private offer to the Board of Directors of Kennedy-Wilson for $10.25 per share, a premium of approximately 38% of the closing stock that day. Their Board has formed a special committee to evaluate the proposal and its options. We do not plan to provide any updates on last and until we enter into a definitive agreement regarding the proposed transaction. There have been some questions recently regarding share ownership of our executives. I wanted to highlight that all our senior executives receive a significant amount of their annual compensation in Fairfax shares with the shares vesting over time. It is not often, but there are times when some executives may sell shares for personal reasons such as estate planning or general tax purposes. We don't generally comment on the specific personal circumstances of any reporting insider, but we can say that it's important to us that all members of our executive team maintain meaningful significant proportions of their personal wealth and Fairfax shares, which is the case today, especially due to the long-term tenor of our officers and executives. As an insider and Hamblin Watsa executive, it was reported in the quarter that Wade Burton had sold some Fairfax shares for family and estate planning. After the sale, he continues to hold 80% of his original position. Fairfax bought the shares sold by Wade in the open market. And as we mentioned in our press release, Fairfax continued to buy back shares in the third quarter and in the fourth quarter as well under our share buyback plan. We view this as a great long-term investment for the company. We continue to benefit from a stable base of annual operating income of approximately $5 billion. And we expect, of course, no guarantees, it is sustainable for the next 3 to 4 years, with $2.5 billion from interest and dividend income, $1.5 billion from underwriting profit with normalized catastrophe losses and $1 billion from associates and noninsurance companies. Fluctuations in stock and bond prices will be on top of that, but this only really matters over the long term. I will now pass the call to Wade Burton, our President and Chief Investment Officer of Hamblin Watsa, to comment on our investment. Wade Burton: Thank you, Peter, and good morning. We continue to be in excellent shape on the investment side at Fairfax. Just as a reminder, our portfolio is roughly broken into 3 categories: fixed income to support the reserves, public mark-to-market common stocks and preferred investments and equity accounted associates and privately owned companies. Our fixed income investments ended the quarter at $50.9 billion with an average yield of 5.1%. The fixed income investments are conservatively positioned with low duration and very little credit risk. What we do take on for credit risk like our mortgage portfolio is stringently underwritten credit by credit. Our team spends a lot of effort analyzing the credit quality on anything not backed by government. Over the years, our performance on this class of fixed income has been outstanding. Our common stock and preferred investments ended Q3 at $14.2 billion. Outside of the Fairfax TRS, which we see as excellent value, the biggest investments are Metlen Energy and Metals, Orla Mining, CIB Bank in Egypt, Strathcona Energy and Strathcona Energy, a Western Canadian oil company capably run by Adam Waterous. We know all of these investments well. Management in all cases is outstanding, all are well financed and cheap. And from an underlying business standpoint, it's easy to see the path to compounding our investment dollars on each one. The equity accounted associates and privately owned companies ended Q3 at $11.8 billion, led by Eurobank, Poseidon and Recipe, but now also including Sleep Country, Peak Achievement and Meadow, all are in outstanding shape, and most are having a strong 2025 so far. In all our controlled investee companies, operations are decentralized. The presidents run their businesses. Fairfax is in charge of the capital decisions, the President is in charge of operations. We also get involved in succession to make sure any transitions are seamless. While we hope our presidents live forever, sometimes it's not the case, and we work to ensure the companies continue in the Fairfax mold. Lastly, given it's a quiet quarter on the investment side, I thought I'd touch on our investment team. In the beginning and for many years, it was Prem, Roger and Brian, the founding group, who really ran the investments. Over the last 15 years or so, we have added a lot of outstanding talent, and it's really exciting to see how well the team is working together with the founding group. The team is a big part of why I'm so optimistic and confident about the investment side of Fairfax. It's a sensible, accountable and experienced group focused on the right things for shareholders and really working well together. With that, I'll pass it over to Amy Sherk, our CFO. Amy Sherk: Thank you, Wade. I'll begin my comments by discussing our noninsurance company results in the third quarter of 2025. Noninsurance companies reported operating income of $211 million in the third quarter of 2025 compared to $49 million in the third quarter of 2024, primarily reflecting the acquisition of Sleep Country on October 1, 2024, and the consolidation of Peak Achievement on December 20, 2024, which recorded operating earnings of $34 million and $53 million, respectively, in the third quarter of 2025. Additionally, operating income for the third quarter of 2025 benefited from higher margins at AGT and higher business volumes at Grivalia Hospitality. Our noninsurance company segment also include our consolidated holdings in Recipe, Fairfax India, Dexterra, Sporting Life, Thomas Cook and Meadow Foods. As Wade mentioned, all of these companies have continued to perform well in the first 9 months of 2025. Looking at our share of profit from investments and associates in the third quarter of 2025, consolidated share of profit of associates of $305 million in the third quarter of 2025 principally reflected our share of profit of $141 million from Eurobank, $68 million from Poseidon and $39 million from EXCO. A few comments on transactions within the quarter. On August 13, 2025, the company acquired all of the units of the Keg Royalties Income Fund that it did not already own for purchase consideration of $150 million or CAD 207 million. and subsequently completed a reorganization to amalgamate its wholly owned subsidiary, Keg Restaurants Limited with the Keg Fund. The company then partnered with LSG Growth Partners led by Mr. Richard Jaffray and on September 25, 2025, deconsolidated the assets and liabilities of the Keg from Recipe and its noninsurance reporting segment and has recorded its retained interest in the Keg as an investment in associates. On August 1, 2025, Blue Ant Media became a public company via reverse takeover of Boat Rocker, which was then renamed Blue Ant Media Corporation. The company deconsolidated the assets and liabilities of Blue Ant Media from its noninsurance reporting segment and recorded its retained interest in Blue Ant Media at fair value through profit and loss within portfolio investments. Subsequent to September 30, 2025, the company has purchased 107,525 of its subordinate voting shares for cancellation at an aggregate cost of $178 million or $1,659 per share. The company's consolidated statement of earnings in the third quarter and first 9 months of 2025 were also impacted by changes in interest rates and specifically the effects they had on discounting on prior year net losses on claims and our fixed income portfolio. Net earnings of $1.2 billion in the third quarter of 2025 included a net loss of $308 million, reflecting the effect of changes in interest rates during the quarter, comprised of a net loss on insurance contracts and reinsurance contracts held of $263 million and net losses on bonds of $44 million. We generally expect that a decrease in interest rates will result in an increase to the carrying values of the company's fixed income portfolio and its liability for incurred claims, net of reinsurance, resulting in the partial mitigation of interest rate risk. In the current quarter, however, we recorded net losses on both. Net losses on bonds were disproportionately impacted by unrealized losses on certain other government bonds that experienced an increase in yield during the quarter, which outweighed gains on U.S. treasuries and other bonds that benefited from declining yields, while the net loss on insurance contracts and reinsurance contract assets held primarily reflected decreased short-term discount rates. Comparatively, net earnings of $1 billion in the third quarter of 2024 included a net benefit of $64 million, reflecting the effect of changes of interest rates comprised of net gains on bonds of $829 million, partially offset by net losses on insurance contracts and reinsurance contract assets held of $765 million. When you compare the year-over-year change on a pretax basis, the changes in interest rates resulted in an approximate $371 million movement in our pretax earnings. Despite the unusual results in the third quarter of 2025, on a year-to-date basis, the company recorded a net loss on insurance contracts and reinsurance contracts held of $486 million and net gains on bonds of $419 million, which aligned with our general expectation for the partial mitigation of interest rate risk. Please refer to Page 37 of our MD&A within the company's interim consolidated financial statements for the third quarter of 2025, for a table that presents the company's total effects of discounting and risk adjustment on our net insurance liabilities and the effects of changes in interest rates on the company's fixed income portfolio set out in a format that the company believes assists in understanding our net exposure to interest rate risk. I will close with a few comments on our financial condition. Maintaining an emphasis on financial soundness at September 30, 2025, the company held $2.8 billion of cash and investments at the holding company, has access to our fully undrawn $2 billion unsecured revolving credit facility and an additional $1.9 billion at fair value of investments in associates and consolidated noninsurance companies owned by the holding company. Holding company cash and investments support the company's decentralized structure and enable the company to deploy capital efficiently to its insurance and reinsurance companies. On August 14, 2025, the company opportunistically completed offerings of $290 million or CAD 400 million and $218 million or CAD 300 million principal amounts of 4.45% and 5.1% unsecured senior notes due in 2035 and 2055 for net proceeds of $288 million and $216 million, respectively, after discount commissions and expenses. At September 30, the excess of fair value over carrying value of investments in noninsurance associates and market traded consolidated noninsurance subsidiaries was $2.5 billion compared to $1.5 billion at December 31, 2024. The pretax excess of $2.5 billion is not reflected in the company's book value per basic share but is regularly reviewed by management as an indicator of investment performance. The company's total debt to total capital ratio, excluding noninsurance companies, increased to 26.5% at September 30, 2025, compared to 24.8% at December 31, 2024, primarily reflecting increased total debt and redemptions of the company's Series E, F, G, H and M preferred shares partially offset by increased common shareholders' equity. The company's total debt to total capital ratio remains within the company's internal targets. Common shareholders' equity increased by approximately $2.7 billion to $25.7 billion at September 30, 2025, up from $23 billion at December 31, 2024, primarily reflecting net earnings attributable to shareholders of Fairfax of $3.5 billion, other comprehensive income of $372 million, primarily related to unrealized foreign currency translation gains, net of hedges as a result of the strengthening of foreign currencies against the U.S. dollar, partially offset by purchases of 541,794 subordinate voting shares for cancellation for cash consideration of $857 million or $1,581 per share and payments of common and preferred share dividends totaling $364 million. In closing, book value per basic share was $1,204 at September 30, 2025, compared to $1,060 at December 31, 2024, representing an increase per basic share in the first 9 months of 2025 of 15.1% adjusted to include the $15 per share common dividend paid in the first quarter of 2025. That concludes my remarks, and I will now turn the call back to Peter. Thank you. Peter Clarke: Thank you, Amy. Denise, we are now happy to take any questions you might have. Operator: [Operator Instructions] Our first question comes from Stephen Boland with Raymond James. Stephen Boland: First. You mentioned some pockets of softness and that you're able to be a little bit more nimble, growing in the areas that are not soft, curtailing premium in some of the other areas. I'm just wondering if you could give a little bit more detail where you're seeing some of that softness? Is it geography? Is it certain business lines? If you could provide a little more detail, that would be great. Peter Clarke: Sure. Yes. Like I said in the prepared remarks, we benefit greatly from our diversified operations. We write right across the world. We write about $33 billion of premium today. And as I said, that the markets -- we do see softening in the market, but it's not a soft market. And to highlight as well that the underlying margins in the business, we continue to see to be very strong. And on the pricing side, we're getting single-digit price increases. On the casualty side, it tends to be much higher, property side, lower and especially on the property cat business, reinsurance, in particular, we're seeing pricing pressure. For that, that's not necessarily a bad thing as about 20% of our business is reinsurance. The other 80%, we buy reinsurance on that. So overall, our premiums continue to grow, but we're very focused on when pricing is coming down, we're focused on the bottom line. Operator: The next question comes from Jaeme Gloyn with National Bank Capital Markets. Jaeme Gloyn: Yes. I guess if I can ask a couple of questions here in one shot before I get cut off. First, I may have missed it, but can you talk about the strategic exited line in Canada? And then second, on the investment side of the equation, can you give us your thoughts around what are -- what's the strategy for the total return swap and using excess cash and capital to invest in businesses similar to the KW transaction, Peak transaction in businesses that you own. Is that a more likely use of capital in the near term? Peter Clarke: Sure. Thanks, Jaeme. And could you repeat your first question? Jaeme Gloyn: There was a strategic exited line at Northbridge. Peter Clarke: I'm not exactly sure of the strategic exit unless you're talking about their TruShield business, that might be what you're thinking of, and that was just a small book of business they wrote on small businesses. They did exit that, but it wasn't significant for the company. On your TRS, Fairfax TRS, we continue to hold the position. As we said in the past, it's an investment position for us, and we continue to see good value for that. And then on the private side, yes, no, if there's companies we know really well with strong management positions and there's minority interest -- if value is there, we'll continue to look at allocating capital to that. But it's all part of the bigger picture really. First is our financial strength we're focused on. Second, capital in our insurance companies, maintaining that, buying back our own shares. We have minority interest in our own insurance companies as well that we'd like to buy back over time. And then we can invest any excess capital in whichever way Hamblin Watsa thinks where the value is. So thank you for your question. And next question, please. Operator: [Operator Instructions] The next question comes from Tom MacKinnon with BMO Capital. Tom MacKinnon: I'm going to follow James' strategy of trying to get in with 2. The first is just with respect to the noninsurance companies, some pretty good lift in terms of their contribution. A lot of it's embedded in align, that's other. You've got Grivalia Hospitality, maybe AGT in there, some other companies. If you can give us a little bit more color what you're seeing there, if there's anything unusual in the quarter? And then the other is about the cash component of your investment portfolio. It's 17% now, and I think it was 15% in the second quarter. Any comments about why that may have increased and what you're thinking about there? Peter Clarke: Sure. Thanks, Tom. Just on our noninsurance consolidated investments, you're exactly right, it's performing very well. Eurobank and Poseidon continue to drive the results. And if you look at both of those companies, the largest companies in that group, continue to perform very, very well. We think there's still good value in both of the companies. They're trading at maybe around 8x earnings. And so with the management teams at both of those, we're very excited about the future. And then adding in that bucket, we have Fairfax India. We have Recipe, Meadows, Peak. So a lot of good companies there that have strong earnings, and we're very excited about the future for these noninsurance consolidated investments. Your second question on the cash position. You're exactly right. It's been building over time. It's about 17% of the portfolio. With the markets where they are today, we want to keep our portfolio as conservative as possible and with investment flexibility. That's why we have a large cash position. We have a large government bond position. And in the meantime, we're earning a nice return on that. And we can wait for opportunities to come our way and react accordingly. So thank you for your question, Tom. Operator: That comes from Daniel Baldini with Oberon Asset Management. Daniel Baldini: Wonderful results once again. So my question is about prediction markets. And I noticed a couple of months ago a little article on a website called Risk Market News entitled the Prediction Markets Are Coming for Risk Markets and Insurance. And there were a couple of lines in there that I'll read quickly. So weather prediction markets now handle trades reaching tens of thousands of dollars with institutional participation growing rapidly as firms explore parametric hedging outside traditional insurance structures. The implications are profound, where insurers traditionally relied on cat models and broker negotiations, prediction markets offer instant liquid pricing for weather-related exposures, and it goes on and on. Anyway, the volumes clearly are very small, but ICE just announced a $2 billion investment in Polymarket. So I'm wondering if you could talk a little bit about how you might position Fairfax to avoid being disrupted by prediction markets. Peter Clarke: No, thank you for the question. No, and it's a good question. We're always looking at the future of insurance and insurtech and how it could disrupt our business going forward and especially with AI, we have a group of a team at Fairfax made up from all our companies that are focusing on AI. And in particular, on the weather-related and cat side, we still just -- we traditionally -- we just focus on the reinsurance side. We don't participate on a lot of the models -- I mean, the index models and writing that types of business. But it isn't a risk to our industry. And we look at it carefully. We analyze it. All our companies are on top of it. But for now, we're happy where we are. We're not really participating in that, and we'll see how it goes over time. So thank you for your question. Operator: The next question comes from [ Josh Donfeld ] with [ Greenland ]. Unknown Analyst: I want to ask you about how you're looking at some of the bank privatizations and potential M&A in India. Peter Clarke: Yes. No, our -- we have -- as you know, we have a significant investment in India, primarily through Fairfax India, and we have a long history of investing there, and we have a team on the ground that has done an outstanding job. So we'll continue to look at India. We're very high on it as we have some significant holdings such as the Bangalore International Airport, CSB Bank, IIFL Holdings, all within Fairfax India. Outside of that, we have Thomas Cook, Quess and Digit Insurance, our P&C insurance company within India. On the banking side, currently, CSB is our largest banking position. On privatization, there's really nothing that we would comment on at this time. Thank you for your question. Operator: There are currently no further questions. Peter Clarke: Well, thank you, Denise. If there are no further questions then, thank you for joining us on our third quarter 2025 conference call. Thank you. Operator: Thank you. That does conclude today's conference. Thank you for dialing in. We appreciate your participation. Have a great rest of your day, and you may disconnect.
Operator: Good morning, ladies and gentlemen, and welcome to the Cars Third Quarter 2025 Earnings Conference Call. [Operator Instructions] This call is being recorded on Thursday, November 6, 2025. I would now like to turn the conference over to Katherine Chen. Please go ahead. Katherine Chen: Good morning, everyone, and thank you for joining us for the Cars.com Inc. Third Quarter 2025 Conference Call. With me this morning are Alex Vetter, CEO; and Sonia Jain, CFO. Alex will start by discussing the business highlights from our third quarter. Then Sonia will discuss our financial results in greater detail, along with our outlook. We'll finish the call with Q&A. Before I turn the call over to Alex, I'd like to draw your attention to our forward-looking statements and the description and the definition of non-GAAP financial measures, which can be found in our presentation. We'll be discussing certain non-GAAP financial measures today, including adjusted EBITDA, adjusted EBITDA margin, adjusted operating expenses, adjusted net income and free cash flow. Reconciliations of these non-GAAP measures to the most directly comparable GAAP measures can be found in the financial tables included with our earnings press release and in the appendix of our presentation. Any forward-looking statements are subject to risks and uncertainties. For more information, please refer to the risk factors included in our SEC filings, including those in our most recently filed 10-K, which is available on the IR section of our website. We assume no obligation to update any forward-looking statements. Now I'll turn the call over to Alex. Alex Vetter: Thank you, Katherine. We were pleased to achieve record revenue and drive strong customer and product momentum in the third quarter on our path to reaccelerating growth. Revenue of $182 million reflected continued contribution from websites, trade and appraisal solutions and marketplace. Dealer count increased for the third consecutive quarter as we reached a new 3-year high with marketplace, in particular, outperforming expectations. Top line strength, combined with our strong operating model, enabled investments for innovation, while also producing adjusted EBITDA margin of 30%, up over 160 basis points year-over-year. And resulting cash generation supported another $19 million of share buybacks in Q3 for a total of $64 million year-to-date. It's clear that our consistent execution is delivering compounding benefits, and we feel confident there is more improvement to come. Our strong focus on 2025 growth initiatives continue to deliver measurable progress for the business in the third quarter. First, sales velocity and driving unit volume has lifted marketplace and solutions performance. Under new sales leadership and enhanced go-to-market strategy, we added 270-plus dealers year-over-year with subscriptions up across all our leading products. In total, we powered 19,526 dealers in Q3, our largest customer base since late 2022 and only a few hundred dealers away from an all-time record. New franchise dealer sign-ups also increased appreciably quarter-over-quarter in Q3, complementing the share gain amongst independent dealers that we achieved in the first half of the year. Dealers consistently cite our unique consumer audience, data insights and differentiated product suite as key factors that are motivating them to join our platform. Second, our phased marketplace repackaging exercise intended to align pricing with product value and enhance platform benefits for dealers launched in early summer. By bundling media products and features in new Premium and Premium Plus packages, we are helping dealers drive up to 14% more leads per listing versus base packages. And we anticipate adoption of Premium Plus to accelerate with growing dealer awareness of these benefits. Finally, our product team remains at the forefront of helping consumers, OEMs and dealers navigate the changing auto retail landscape. We are putting AI-powered search and recommendations in the hands of marketplace shoppers and simultaneously enhancing lead conversion for dealers through advanced analytics. Through our appraisal and wholesale capabilities, we are also directly helping dealers address used car scarcity and specifically how to profitably source attractive late model inventory. And we continue to be the only platform with integrated B2B wholesale and B2C retail capabilities, a key value proposition as dealers look for innovation and operating leverage. Our multifaceted AI-first platform makes us essential for both consumer and dealer customers. We are seeing clear signals of traction in our platform strategy. Starting with marketplace, we fired on all cylinders in Q3 with momentum carrying into October. We drew 25.4 million average monthly visitors, up 4% year-over-year, leveraging better optimization of our visitor acquisition strategy to attract strong consumer demand. Traffic year-to-date was 488 million visits through the end of Q3, setting a new record. Our leading editorial and brand expertise is evident from third-party data that shows that we were most cited public automotive marketplace across AI tools like Google AI overviews and ChatGPT with double the citations of our closest peer. And we continue to leverage our strong brand and steady stream of in-demand content as an integral part of our product and marketing strategy in this evolving landscape. AI is central to our product innovation road map as we enhance the quality of our marketplace to deliver a best-in-class personalized shopping experience for car buyers. Carson, our newly launched natural language search assistant gives users an interactive experience more akin to a conversation you have with an AI agent to complement traditional search results. Carson currently assists 15% of searches and search refinement on web and mobile today. Compared to the average shopper, AI users also save 3x more vehicles to revisit later, a sure sign that we're fueling deeper consumer engagement. Just like we were a pioneer with AI integration on the Cars.com website, our next milestone will be integrating Carson into our #1 most downloaded automotive marketplace app. Mobile apps are our highest converting channels, and we believe AI-powered targeted search results may lift conversion even further as we drive search efficacy and our marketplace flywheel. For dealers who subscribe to our marketplace, we continue to deliver high-performing tools for their sales and marketing teams, embedding into their tech stack to drive engagement, conversion and ultimately, sales. Shopper alerts, which we launched in the third quarter to fast follow our new lead intelligence reports, proactively flag shopper engagement and buying indicators to dealers. Over 50% of marketplace customers have already used this feature at least once in its first 2 months of launch. And as you can see from customer feedback, shopper alerts are quickly becoming a key part of dealership workflow, helping salespeople identify the best prospects to close more sales. With such an enthusiastic response, we're quickly iterating to provide richer data and AI-driven insights directly into dealer CRMs, both with incumbent players and through new investments in disruptive technologies as we unlock the full potential of our platform with more AI and SaaS-based solutions. Turning to our trading and sourcing solutions. AccuTrade and DealerClub continue to scale in Q3 as dealers increasingly gravitate to tech-first products that advance the industry's long-term goal of improving profitability. The recent success of digital dealers who rely heavily on acquiring vehicles directly from consumers has put an even finer point on the importance of a diversified vehicle acquisition strategy for driving up GPUs. AccuTrade and DealerClub address this gap by allowing dealers to acquire from either Service Lane or other trusted dealers backed by the most accurate vehicle values in the industry. Accu Trade grew to 1,150 subscribers in Q3 and DealerClub increased its active users by nearly 40% quarter-over-quarter. We're also pleased to share that AccuTrade surpassed 1 million quarterly appraisals, a milestone that points to enthusiastic and growing customer engagement. Importantly, over 50% of vehicles acquired via AccuTrade are between 1 and 5 years old, highlighting the attractive pool of in-demand late-mile inventory that dealers access when they expand beyond traditional and physical auctions. New this quarter, dealers can now easily analyze their AccuTrade activity via profit funnel and trade capture reports, seeing how much profit is made on AccuTrade versus non-AccuTrade cars and conversion rates on appraisals. We're excited to see these products and features further scale as we continue to innovate. Lastly, total subscribers for Dealer Inspire and D2C media websites reached nearly 7,900 in Q3. We have grown website subscriptions for 5 straight years, an impressive feat that speaks to our differentiated technical capabilities and support model. Similar to marketplace, website customers are also benefiting from our AI leadership. Our dealer websites also support discovery and data processing by popular AI search tools, and we are now proactively enabling customers to improve their own site visibility. By building more consultative relationships and innovating on behalf of customers, we're confident we can further expand our market share. Across marketplace, websites and appraisal and wholesale, we delivered triple-digit dealer count growth for the second straight quarter. We also achieved ARPD growth on a sequential basis, consistent with our expectations that repackaging and cross-selling would lift performance beginning in Q3. We're on pace to surpass all-time records for both direct dealer customers and ARPD before the end of 2026 on our way towards greater targets as we expand and enhance our product offering. While dealer revenue was at its healthiest level in several quarters, we did see some variability in OEM and national revenue, which was down 5% year-over-year in Q3. Specifically, 2 OEM partners significantly adjusted their media investments during the fall due to factors like internal agency changes that are unrelated to our performance or value. I'll also note that both of these customers remain advertisers on our platform, and we're in active talks to win a greater share of their forward spending. As we discussed in prior calls, our OEM revenue pipeline is strong. Planning discussions for 2026 have been positive and our unique ability to drive better Tier 1 to Tier 3 outcomes via our marketplace is a winning asset for automakers as they compete for consumer demand. We're confident that this segment can resume its growth trajectory in the coming quarters and continue to be a strong contributor to revenue and margin expansion. Looking at this quarter as a whole, I'm pleased that our steady execution is showing up in the P&L and in positive trends that point to more gains ahead. We're driving our business forward, growing revenue and gaining customer market share, all while continuously innovating. Q3 is the right step in the right direction, and we're focused on finishing the year with a healthy exit rate so that we can deliver even better results as we continue scaling our leading platform. And now I'll turn the call over to Sonia to discuss our third quarter financial results. Sonia? Sonia Jain: Thank you, Alex. We delivered a strong third quarter across multiple key financial metrics, producing record revenue, adjusted EBITDA expansion and robust cash generation. Consistent execution of 2025 growth initiatives has been our top priority, and our new revenue trajectory reflects the positive changes we've implemented year-to-date. We're also confident that as these improvements compound in our subscription business, both revenue and margins will accelerate in the coming quarters. Starting with our revenue discussion. Third quarter revenue was $181.6 million, up 1% year-over-year and in line with our expectation for low single-digit growth in the second half of the year. Dealer revenue was up 2% year-over-year, driven by favorability from repackaging activities and better customer count. Our ongoing repackaging work resulted in successful renegotiation of additional OEM website agreements and the phased launch of new marketplace packages in Q3. As Alex mentioned, our top 2 marketplace peers now bundle more media features for better vehicle merchandising and promotion, helping dealers attract and convert in-market shoppers. Migration of legacy preferred customers into new Premium and Premium Plus packages was 100% complete as of the end of October. I'll also note that we've seen very few cancellations attributable to this exercise, another encouraging signal of the value dealers see in our marketplace. Marketplace, our most scaled solution, is also the tip of the spear for customer acquisition and cross-selling and key to winning dealer market share over time. It's therefore encouraging to see that marketplace continues to be the biggest quarter-over-quarter contributor to dealer count growth and is the linchpin for our net gain of over 300 dealer customers since the start of the year. We have multiple levers to inflect ARPD, driving new customer growth as well as upgrading package tiers and cross-selling against our installed base. And this is amplified by our improved pricing. We saw early signs of these levers in action in Q3 with ARPD up 1% quarter-over-quarter, and we are optimistic that trends will improve as these positive changes gain further traction and annualize. Overall, dealer revenue growth more than offset near-term noise in OEM and national revenue, which was down just under $1 million or 5% year-over-year. As previously mentioned, lower spending by 2 customers accounted for almost the entirety of the OEM revenue decline in the quarter, and we're already at work rebuilding the revenue pipeline with those partners. More broadly speaking, media investments did taper in September as the industry digested large-scale changes like strong pull-forward demand from expiration of EV credits and continuing shifts in production as well as downward revisions in SAAR. Given last September was our best month of OEM revenue for 2024, we also had a challenging comp that accentuated this late quarter trend. We're observing that OEMs continue to prefer more flexibility in the current operating environment. And as such, we expect their ad spending may fluctuate through the end of this year. However, we remain confident in our audience and value delivery and in our ability to power growth in this segment. Turning to our cost discussion. Third quarter operating expenses were $165 million, down 2% year-over-year. Compared to the prior year period, cost efficiencies in headcount and lease-related expenses as well as lower depreciation and amortization fully offset new dealer club costs and slightly higher marketing and G&A spend. Adjusted operating expenses were $150 million, down 4% year-over-year for substantially similar reasons. For the following line item detail, all comparisons are on a year-over-year basis, unless otherwise noted. Product and technology expenditures decreased $1.6 million on a reported basis and $1 million on an adjusted basis, fully offsetting dealer club costs through lower compensation and third-party fees. Marketing and sales increased $1 million on both a reported and adjusted basis, reflecting marketing investments. And general and administrative expense was up $2.8 million year-over-year on a reported basis, but was roughly flat on an adjusted basis. The reported increase was primarily due to increased third-party costs that were partially offset by savings from the lease amendment completed in Q4 2024. Net income for the third quarter was $7.7 million or $0.12 per diluted share compared to net income of $18.7 million or $0.28 per diluted share a year ago. The difference in net income is primarily due to changes in the fair value of contingent consideration for prior acquisitions that were included in the prior year period. Adjusted net income for the third quarter was $30.4 million or $0.48 per diluted share compared to $27.7 million or $0.41 per diluted share a year ago. Adjusted EBITDA of $55 million in the third quarter grew 7% year-over-year, benefiting from both higher revenue and cost controls. Third quarter adjusted EBITDA margin of 30.1% demonstrated strong revenue flow-through, benefit from the cost management initiatives described earlier and timing of certain costs. Now on to key metrics. Dealer count was up in the third quarter based on strength across all of our major product brands. Websites grew sequentially by 67 subscribers with most of the growth coming in the U.S. AccuTrade grew by 82 subscribers sequentially, about half of whom came from the enterprise deal announced last quarter. Third quarter ARPD was $2,460, up 1% quarter-over-quarter and down slightly year-over-year. Recent customer and product mix shifts like faster independent dealer growth and lower media attach rates continue to have a near-term leveling effect on this metric. However, as previously discussed, we have multiple ways to inflect ARPD over time. First, new customer acquisition and continued up-tier migration will both benefit from new marketplace and website rates. A good example is Marketplace Premium Plus adoption, which grew 50% month-over-month from September to October as dealer awareness increased. Second, moving website customers up-tier remains a substantial opportunity. Recall, roughly 70% of marketplace customers are in a premium or better subscription relative to just 50% for websites. Third, cross-selling additional products like AccuTrade or media add-ons to marketplace customers can be as much as a 60% jump relative to current ARPD. The multiplier effect is especially evident when looking at customers who utilize all 4 of our brands and have an ARPD that is 3x higher than our reported average. With these levers at our disposal, we are confident in future ARPD improvement as we expand our platform's reach. Now over to cash flow and the balance sheet. Net cash provided by operating activities totaled $115 million for the first 9 months of the year compared to $123 million for the comparable period last year. Recall that the earn-out for the D2C acquisition has a contractual step-up from year 1 to year 2 and accounts for the majority of the variance in operating cash flow. Free cash flow was $94.5 million year-to-date, down slightly year-over-year from the acquisition items mentioned above. Year-to-date, share buybacks totaled 5.2 million shares for $64 million as we utilized more than 2/3 of free cash flow for our repurchase program. Last quarter, we raised our full year repurchase target to $70 million to $90 million, and we're pleased to be on pace to finish the year towards the high end of that range. We also paid down $5 million of our revolver in Q3, bringing debt outstanding to $455 million as of September 30, 2025, equivalent to a total net leverage ratio of 1.9x. Notably, this is also the first time that we have sat below the low end of our target net leverage range of 2 to 2.5x. Total liquidity was $350 million as of September 30, 2025, which provides us ample capacity for capital allocation priorities and other avenues of value creation. And now we'll conclude with outlook. We are reaffirming our expectation for low single-digit revenue growth year-over-year in the second half of 2025. We expect to achieve this target through continued execution of our growth initiatives, namely improved dealer count and product adoption and repackaging for marketplace and websites. As in the prior quarter, this outlook assumes today's macroeconomic conditions as a stable baseline for the remainder of the year. Considering third quarter trends and historical fourth quarter performance, we believe that some degree of discretionary media investment is subject to greater variability, both to the upside and the downside from factors like pull-forward consumer demand, inventory levels, new model launches and manufacturer incentives. We are also reaffirming adjusted EBITDA margin outlook for fiscal 2025 between 29% to 31%, reflecting disciplined cost management, high contribution margin from pricing initiatives and revenue growth. Looking ahead, we remain focused on execution and are confident we will deliver improved operating and financial results. And with that, I'd like to open the call for Q&A. Operator? Operator: [Operator Instructions] Your first question is from Tom White from D.A. Davidson. Thomas White: Two, if I could. I guess, first off, just on the drivers of revenue in the third quarter. It was impressive to see that you delivered a bit of kind of upside versus kind of expectations on revenues despite national kind of declining sequentially when I think we all have our fingers crossed that it might be up a little bit. So just can you help us -- I guess what I'm trying to understand is on dealer revenue, kind of the -- obviously, you guys are doing stuff on repackaging and product. But maybe first off, just like on the industry backdrop and you added dealers again for the third straight quarter. It sounds like you're going to add dealers again, and it sounds like marketplace is kind of maybe one of the main areas where you're adding dealers. I don't know, how would you kind of characterize how dealers are sort of navigating the current just kind of industry backdrop? Like are they leaning into you guys on marketplace because they're -- they need to find new sources of demand? Is it because of maybe the word is getting out that some of the new media stuff that you're adding to the higher tiers is really attractive. Sorry, it's a long-winded question, but just maybe just trying to unpack that a little bit. And then I have a quick follow-up. Alex Vetter: Tom, thanks for your question. I'll start, maybe then Sonia can give some color on the revenue mix. But I'll start. Obviously, manufacturers have got some near-term headwinds that certainly are impacting their business. We feel good about the business because overall enthusiasm for our audience, particularly the concentration of new car shoppers that we have in our marketplace, remains scaled, healthy and strong. And so the vast majority of our OEM partners are leaning in, not only this year, but also next year. We did have some pullback in the quarter from 2 OEMs that were temporary in sentiment, not performative, meaning that they had their own internal issues that delayed their investments with us in the period. That's why we feel fundamentally bullish about the business overall and our ability to continue to grow OEM revenue heading into next year and beyond. I think on the dealer side, it is a little bit of a mixed bag right now. I think dealerships are struggling with softening demand. And the vast majority of dealer investments are chasing impressions and clicks across the Internet. And I think the smart dealers are realizing tapping into in-market car shoppers who are actively in market is a much surer path to sales. And so we're pleased with dealer adoption not only in the quarter. And as you noted, that growth continued into October. And so we're feeling good about dealers realizing the strength of our scaled audience. Certainly, some of the product innovation that we're doing on the AI front has garnered some dealer interest as well. But ultimately, we feel like the market is realizing our strength and our value. Sonia, do you want to comment on the revenue buildup? Sonia Jain: Yes. Thanks for the question, Tom. Just to add a little bit more incremental color. I mean, I think we're pretty pleased to see growth across all of our dealer product lines. Repackaging was probably the most immediate benefit to the quarter as you think about revenue. We had repackaging in marketplace with upgrades into premium and then the launch of our new Premium Plus package. And also, we continue to work on optimizing our website packages. I think the new dealer customer adds we've had in kind of really since the beginning of the year with the exception of January, we've grown dealer count month-over-month is really just adding additional fuel to how we think about the opportunity to continue growth on a go-forward basis as we upgrade and cross-sell those incremental new dealers coming into the mix. Thomas White: Okay. That's really helpful. Maybe just a quick follow-up on that. I think I heard you say that in marketplace, maybe 70% of the dealers were on something other than just sort of the base tier, but it was lower in websites. So I guess as you think about -- how should we think about like what products you might maybe add to higher tiers in website to kind of get -- to get folks to upgrade? Is it more like kind of media add-ons? Or just any color you can share there and maybe a time line for how you expect that to roll out? Alex Vetter: Yes. Look, I think one of the strengths of our platform strategy, Tom, is that our innovation can take place on our marketplace, and then we can deploy that technology to our dealer partners on their website. So one of the big benefits that our website customers enjoy over the last year is the fortification of our cloud infrastructure to make sure dealer websites are meeting and beating core web vital standards because we're able to leverage our larger infrastructure to optimize speed and performance. That's sort of an underlying benefit of our platform model. I think if you look at what we've done on Cars.com with launching Carson and OpenText, generative AI search, we can now deploy that technology on dealer websites. So that's one of the utilities that we're looking ahead towards next year. But then obviously, just even indexing dealer websites into the LLM. We use Cloudfare technology to help index Cars.com listings into the AI models. And now that we have our dealer websites fortified with Cloudfare as well, we can do more for dealer websites and get their content indexed in the LLMs as well. So I think there's multiple benefits for dealers running on our backbone platform, but the product innovation is accelerating in the company, and we're excited to keep that going. Operator: Your next question is from Gary Prestopino from Barrington. Gary Prestopino: Sonia, really interesting when you're talking about the amount of entities that -- on dealers that have moved to repackaging and website that have moved to repackaging. You also gave some statistics on what the lift is in ARPD for some of these repackaging efforts, and I didn't quite get that. Sonia Jain: The lift to ARPD, I mean, I think overall, we're pretty happy to see the sequential momentum that we started to achieve in ARPD. So we saw quarter-over-quarter growth. And I think that puts us on strong footing as we look from Q3 into Q4 to continue to accelerate that. We didn't -- I don't think we gave specific color on the portion of ARPD that was driven by packages. But what may be helpful is to understand like the spread difference between a Premium and Premium Plus package. One of the key differentiators -- and those are marketplace packages, one of the key differentiators between those 2 packages is we bundled VIN Performance Media into the Premium Plus package. That's something that retails for around $1,500 a month, but obviously, for our Premium Plus customers since it's bundled, they're going to be getting a slightly better rate than that. But it will give you a sense for how we're trying to create differentiation, not just in price, but also in terms of the overall value delivery we're offering to dealers across our packages. Gary Prestopino: Okay. I thought I heard you say something about a 3x lift. So that's why I asked the question. And maybe I just typed... Sonia Jain: Yes. I did talk about that as like an example of platform value and how as we increase product penetration, we're able to really meaningfully lift ARPD. And I think the stat that I shared was that dealers who use our major product pillars will have a 3x higher ARPD than our reported average. Gary Prestopino: Okay. That's great. That's what I wanted to get to. And then Alex, in terms of both AccuTrade and DealerClub, it's good to see that these things are starting to get more traction. But in terms of appraisals versus actual sell-through to the dealer from the appraisal, can you kind of slap some metrics on that? And then in terms of DealerClub, I know it's real early, but if you could give us some indication of what kind of volume is going through DealerClub, that would be real helpful. Alex Vetter: Sure, Gary. Well, first of all, we were really pleased with the growing dealer participation in AccuTrade as well as the improving appraisal volume. It's showing what we believe is a very durable trend of dealers realizing that sourcing cars directly from customers is a far more profitable strategy than traditional or legacy auctions. And so that realization is helping every dealer recreate the advantage of creating more inventory in their own service lane, which increases our supply. And then also, it creates demand within their own dealership because now their customers need new cars. And so we think this is a very durable strategy that dealers are adopting. You're seeing dealers talk more at 20 groups about how they can source more cars directly. And we've got the tooling to enable them to do that at scale and on a very low-cost basis. When you think about the cost of an AccuTrade subscription, it dwarfs what buying cars at auctions is costing the industry. So again, very healthy trends on dealer adoption and appraisal volume. I think DealerClub obviously complements this strategy, which is enabling dealerships to trade cars amongst themselves as a collective as opposed to paying the mighty toll booth operator, the physical auction. And so dealer adoption on DealerClub, we're pleased with it. As you know, it's very early stage. We're barely getting started here with DealerClub, but we're pleased with the initial momentum that the platform is generating on a very low cost basis because it's part of our platform strategy, meaning that we're leveraging the infrastructure that we have today in-house. Dealers are pleased that now we're showing them their aged inventory from our marketplace in the club, and they can immediately launch those cars to a wholesale auction with limited to no additional data entry. And so stay tuned. We're going to continue to invest in the product platform and give dealers more tooling that makes their workflow even easier, but very pleased with the initial momentum, both with AccuTrade and DealerClub. Operator: Your next question is from Rajat Gupta from JPMorgan Chase. Rajat Gupta: I had one broader question on just the competitive landscape. One of your peers recently announced their intention to go private. We've had some tough results from some of our other public peers on the marketplace side, on the auction side, on the used car side. I'm just curious that if you're observing any changes in the competitive landscape, be it pricing, be it more adjacent players maybe participating in the market. And I'm curious if anything has taken a step change in recent months that you're seeing? And if anything, like how are you planning to navigate that? And I have a quick follow-up. Alex Vetter: Yes. Look, Rajat, thanks for the question. I think on the competitive landscape, while there could be changes in terms of public versus private, we look at the competitive landscape a little bit differently in that dealerships are trying to drive traffic to themselves directly, and they're spending inordinate amounts of capital trying to interrupt consumers, while they perform other tasks to drive them into their stores. The benefit of our platform strategy is we're the largest concentration of organic car shoppers that are spending their shopping time researching and deciding what and where to buy on our platform. And we think savvy dealers are realizing that interruptive advertising is less efficient than native marketplace traffic that we can source and drive consumers directly to their stores, particularly as average dealers are trying to compete with Carvana and larger platforms using Cars.com as a demand engine for their business, we think, is a no-brainer. And so I look at the competitive landscape more about how do we get dealers to spend less on Google or less in traditional media and do more digitally first and foremost. I've got tons of respect for my digital peer set. I know auto is a very competitive category, but we feel very confident because, again, we source the majority of our traffic organically or directly. And so we're a complement to dealers and their advertising mix. I also will say our platform strategy is differentiated. We're now powering north of 9,000 dealer websites, helping them optimize their retail presence online. We're giving them tools to operate their business more -- with more self-sufficiency, which we think we can help overall bring their profitability to new levels. And so we're excited about our innovation road map on AI and what that can do and help dealers add capabilities to their business. And again, like marketplaces are competitive, but we've got a much more differentiated and ambitious strategy. Rajat Gupta: Understood. Understood. That's helpful. And then within your dealer demographic, I mean, is it possible to provide a split across if it's a meaningful difference across like luxury, domestic or import on the franchise dealer side? I ask only because we're starting to see some of the European brands feel the brunt of tariffs. It looks like October started off a little weak for those brands. I'm just wondering if that can have any meaningful impact on churn rates, on RPD for your business. And just curious if you're hearing anything as well on that front. Alex Vetter: Well, listen, I know it's a very dynamic marketplace right now. As you know about our business that we tend to skew upmarket. The bulk of our dealers are franchise dealerships. The bulk of our audience tends to be late model, even new car shoppers. That's why we have a large OEM business, unlike our peers because manufacturers know that new car shoppers are also considering late model used. And so we tend to skew upmarket and therefore, don't feel some of the same pressures that perhaps some of the credit challenged or lower end of the market may experience. And so we feel very fortified heading into next year in that the bulk of our audience tends to be more affluent, higher household income. And then our dealer base also remains the stronger side of the market as well with franchise dealers making up the majority of our revenue mix. Rajat Gupta: Understood. Maybe just final one on capital allocation. You're starting to see like a return back to top line growth. You're seeing some good progress with like dealer additions. I'm curious if we can expect -- I'm just trying to see like how you rank order capital allocation today. Is buyback still the #1 priority? Are there other avenues that you're looking at? Sonia Jain: Yes. No, thanks for the question. I think we are still committed to share repurchases as an important portion of our overall capital allocation strategy. Pleased to see how kind of the growth in adjusted EBITDA, in particular, is helping to bring that leverage down. Our net leverage ratio continues to kind of improve. But we're tracking towards the high end of our share repurchase range based on how we've been buying back on a year-to-date basis, and we still see the upside there. Operator: Your next question is from Marvin Fong from BTIG. Marvin Fong: Very nice quarter here. I would like to start on AccuTrade a little bit deeper on that. So kind of consistent in the 70 to 80 dealer addition range in the last 3 quarters. Just like to kind of get a little more color on the pipeline there? And should we kind of think of this as a good pace of adds? Or do you think you can accelerate that? And is it going to be sort of lumpy with sort of the larger enterprise or larger dealers in there or you kind of expect [indiscernible]. And then can you just remind us on that large dealer group that added about half the adds this quarter, how many more stores are in their system that you haven't penetrated yet? Alex Vetter: Yes. Well, first of all, look, we're pleased to close an enterprise deal last quarter for AccuTrade. And that, I think, was about -- just about half the dealer count growth in the Q because we still have steady dealer adoption and growth. We're also basically continuing to see dealer group interest in standardizing their vehicle sourcing strategy, which we think is a big tailwind for AccuTrade because we can provide dealer groups consistent tooling that puts a process in place that they can manage their vehicle sourcing strategy with tools that give them enterprise leverage and consistency in how they run their operation. So we're seeing strong interest and continued dealer demonstrations and a healthy pipeline there. We're also hearing dealers asking us for more inventory syndication capabilities with AccuTrade. So that's on our innovation road map, which could be another tailwind. But we're overall pleased with the organic momentum we have in our dealer count. We think enterprise deals with larger dealer groups can continue to be a strong addition to our platform if we are able to secure more of these enterprise deals in Q4 and beyond. But this is a slow roll strategy that will scale over time, and it certainly adds meaningful ARPD and a high reoccurrence of revenue because the dealers that standardize with AccuTrade, not only does that revenue stay sticky in our platform, but it has a halo effect for our other subscription offerings as well, including DealerClub as well. So we're feeling good about the business. Marvin Fong: Got it. And second question is on AI, everyone's favorite topic. And I guess I'd ask it a couple of different ways. So first, are you seeing any meaningful traffic today that's coming from like a ChatGPT type service? And how -- if so, how is the behavior of those customers? Does it convert to leads any better than other traffic? Alex Vetter: Yes. Well, first of all, thanks for the question. On the AI front, we're very pleased. As we mentioned during the call, when you look at all the leading AI consumer engines, we are, in many cases, 2x our nearest closest publicly traded peer. And so that is a testament to the strength of the Cars.com brand and our decade-long commitment to independent expertise and editorial depth and breadth and quality. And so our strength there is being played back to us by these LLMs that recognize our authority. As you know, auto is a multi-touch omnichannel experience, meaning consumers are seeking out multiple destinations prior to purchase. Our brand strength and our authority in these engines, while it may not generate a ton of traffic today, it is amplifying our brand strength, which is why we had record traffic in Q3 and feel very strong about continued momentum of our marketplace. Consumers are going to seek out trusted independent expertise in auto and these new AI models are firming our brand strength. And so we feel very good about the advent of AI and what it can do for our business over time as well. Sonia Jain: I would just maybe add in addition to what Alex was talking about in terms of how we're showing up in the various like AI search tools, we're also really pleased with how leveraging AI and natural language search on our own marketplace is helping to drive increased consumer engagement. We see on the order of 3x more vehicles saved for consumers who use Carson. They're looking at 2x more listings. They return more frequently. So we're actually playing this as like it's a multipronged strategy, I really believe, to leverage AI to the benefit of the business, and we're seeing it translate into real engagement numbers. Marvin Fong: Right. And that was sort of my second part of the question, I guess, to Carson, are you able to see how many people who are using Carson or your other AI-related search tools, are they purchasing or more attribution can be given the Cars if they are using Carson compared to someone that's not using the AI tools? Or is it too early to say? Alex Vetter: Yes. Obviously, this is still a category where the majority of time is spent online and the purchase is offline. And we know that dealer CRMs grossly under recognize our value delivery. I mean there's only 5 million cars retailed every month in this country, and we know we're saturating the majority of car buyers on our platform. What I like about what we're seeing with Carson is that users are saving more vehicles in their search history. So they're coming back at 2x the rate of other shoppers. They're generating more leads compared to people that are using directed search as opposed to more exploratory. We also know that 70% of our users are undecided on make and model selection. So we're going back to OEMs who previously maybe haven't realized the power of our search engine that they can influence undecided shoppers on our platform. And we're seeing higher conversion rate of these users in terms of tangible leads to dealers. And so consumer engagement is critical to thrive in any marketplace, and Carson is showing us a lot more potential what we can do on the user experience front to connect brands and dealers to our audience using AI as an advantage. So I expect to see a steady quarterly stream of innovations here that both improve user experience and also drive down our operating costs. Operator: Your next question is from Khan Naved from B. Riley Securities. Naved Khan: Maybe just on the marketplace repackaging initiative, I know you've been using opt-ins for dealers to kind of migrate up to the higher tier. Are there -- is there any plan to kind of accelerate that maybe so that more of the dealers can migrate to the higher tiers? Or do you continue to see it as an opt-in move? That's my first question. And the second question I have is just around the traffic growth kind of -- can you just maybe talk about organic versus paid mix and AI overviews, if it had any impact at all, at least from the headline numbers, it looks like not, but just talk about how you're thinking about the traffic. Alex Vetter: Sure. Well, first of all, our sales -- I'll start, Sonia, and then you can maybe comment on the repackaging. I think our sales go-to-market motion is constantly showing dealers the strength of upgrading to our premium tiers. And we've got demonstrable data that shows the more dealers spend, the more value and market share they can get on our marketplace. And so that will be a rolling benefit for us to educate dealers on the strength of higher tiers. And as Sonia pointed out earlier, like we've got a lot of headroom to go there on the repackaging front. And I think we can also continue to introduce new tools and features that help dealers gravitate towards higher spending levels on our marketplace and even cross-selling other solutions. I think also on the AI front, this is early innings. We're really pleased with the initial response that we're seeing with consumers using AI in our marketplace. We also are pleased with how we're showing up, organically, in all the leading LLMs and the AEO optimization strategy, I'd say, is in the early stages here, but our brand strength and our unique content certainly give us distinct advantages to our peers. I don't know, Sonia, what else you'd add to that? Sonia Jain: No, I think, Alex, you covered it really well. I was just going to add on repackaging. We continue to be focused in on the opt-in model. It buys us better outcomes overall with the dealers when they're bought into the rationale and the expectation of why they're moving up-tier. And we've seen good traction with it, right? Like I think we cited a stat in earlier around Premium Plus and we saw a 50% increase in Premium Plus from September to October. So we'll continue to focus on the benefits of moving up-tier in terms of the value delivery creation. Operator: Your next question is from Joe Spak from UBS. Joseph Spak: Sonia, first question just on the guidance. The way you guide obviously give some decently wide ranges based on your disclosures. But if I look at sort of the past few years seasonality, it looks like 4Q EBITDA is about 10% higher quarter-over-quarter, which would mean something around $60 million, which obviously clearly falls within that implied range. I just want to make sure we're all level set. Is that sort of like a good level to calibrate upon? And what do you really think sort of drives the higher end versus the lower end here with basically 2 months left in the year? Sonia Jain: Yes. No, this is a great question. Thank you. I think in terms of adjusted EBITDA, what the benefit that we really saw in Q3, some of it came from revenue, some of the high flow-through on revenue. Some of it came from continued cost management. And then a portion of it was a little bit more timing oriented. So we feel pretty comfortable with our overall adjusted EBITDA range. But I would say getting towards the higher end of that range probably requires some -- a little bit more of that episodic revenue to come in. That tends to be a little bit higher margin. So it would require a heavier lift on, let's say, the OEM and national side of the business to get closer to the high end of the range. Joseph Spak: Okay. And the update there was there's still some pause, and I know they committed to that spend, but it could bleed into next year. Is that still a metric? Sonia Jain: Yes. We're seeing a little bit more like kind of like we talked about in September, some of that pressure has been continuing into October. Now as I mentioned, periodically, we will see as we get towards the end of the year, some of them will lean into those budgets a little bit more. And also, I think some of the overhang production numbers, where SAAR is sitting right now are probably a little bit of a drag on expectations as well. Joseph Spak: Okay. And then on Carson, and I apologize, this might be a very ignorant question, but I'm just trying to sort of understand all the AI stuff. Is it just trained on like the data you have access to, like your dealership customers? Or is it broader? And then out of curiosity, is there anything that prevents other AI agents from accessing the data you have on your site. It sounds like you actually want to feed that. But if you do, is there a way to guarantee that those other solutions almost like don't cut you out and go through your site and not around Cars.com. I don't know if that makes sense or I'm misinterpreting the technology, but if you could sort of... Alex Vetter: No. Joe, it's a great question. So thank you. So Carson, we're leveraging our data infrastructure to power and train Carson. We've got millions and millions of data signals flowing through our systems every day. And so Carson's intelligence continues to be self-thought and self-fed on all these automotive intentions and searches and behaviors. By the way, we put out a press release on Carson today, so you can read more about how consumers are interacting with Carson. Certainly, we let -- the large consumer-facing LLMs are able to train off our data as well. And so while there is risk that consumers can render answers on these other environments, what they do, do is attribute their knowledge to Cars.com. And we think that is incredible brand exposure and leverages our deep authority to make consumers aware that Cars.com has knowledge. And automotive is uniquely a multi-touch category, unlike a lot of consumer goods or low price point purchases, consumers may only seek out 1 to 2 destinations, but buying a car is the second largest transaction in people's lives. They're going to seek out multiple sources of information prior to purchase. And we certainly think the LLMs constantly referencing Cars.com as an authority is going to continue to generate traffic directly to us as consumers go to get additional information, research on which dealerships have the best reputations, what they could expect to pay, any OEM incentives that are available. There's just a lot of information consumption in this category that makes me certain that no one destination can disrupt the 20-year strength of our brand and our content expertise. Operator: [Operator Instructions] There are no further questions at this time. Please proceed with closing remarks. Katherine Chen: Thanks, everyone, for joining the call. We'll see some of you on the road very soon, and I appreciate the support, and have a good day. Thank you. Operator: Ladies and gentleman, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.
Operator: Good afternoon, ladies and gentlemen, and welcome to the Tejon Ranch Company's Earnings Conference Call. [Operator Instructions] Please note that this event is being recorded. I will now hand you over to Nick Ortiz. Please go ahead, sir. Nicholas Ortiz: Good afternoon, and welcome to Tejon Ranch Company's Third Quarter 2025 Earnings Call. My name is Nick Ortiz. Joining me today are Matthew Walker, President and CEO; and Robert Velasquez, Senior Vice President and Chief Financial Officer. Today's press release, 10-Q and this webcast are available on our Investor Relations website. A replay will be posted after we conclude. That site is ir.tejonranch.com. Today's remarks may include forward-looking statements. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially. Key factors are detailed in our SEC filings, including our most recent Forms 10-Q and 10-K. We assume no obligation to update any forward-looking statements. We may reference non-GAAP measures. These measures should be considered in addition to, not as a substitute for GAAP results. Reconciliations to the most directly comparable GAAP measure and reasons why we use non-GAAP are included in today's filings and are posted on our IR website. Again, it is ir.tejonranch.com. After prepared remarks, we'll address questions. Shareholders were invited to submit questions by e-mail in advance. With that, I'll turn the call over to Matt. Matthew Walker: Good afternoon. I'm Matt Walker, President and CEO of Tejon Ranch Company. I'd like to thank you for joining us on our earnings call for the third quarter of 2025. Before we get started, I want to mark this milestone and explain today's format. This is the first quarterly earnings call that Tejon Ranch has ever hosted. With it, we joined the 97% of companies listed on the New York Stock Exchange that communicate with investors in this way. Over the past 9 months, we've made it a priority to be more transparent, more consistent and more direct. With today's earnings call and next week's Investor Engagement Day in New York, we're building better ways to connect with our shareholders and talk about the business. Our call today follows the format used by many public companies, but with a few variations. About 3/4 of companies limit live questions to sell-side analysts and only a very small percentage open questions to all investors. We're providing every shareholder with the opportunity to submit questions via e-mail, and we'll be answering those live during the Q&A session. Please know that this is a work in process, and we will continue to refine and improve our format from here. Now let's talk about the quarter. We were encouraged by our farming operations, which delivered strong year-over-year improvement last quarter. Revenues increased by more than 50% and our farming segment bottom line in GAAP terms improved by $2 million as we held expenses flat and capitalized on higher production. Our farming business remains a foundational part of Tejon Ranch. It's a cash generator whose adjusted EBITDA has been positive in 11 out of the last 12 years. Farming also provides several strategic advantages. It helps us manage our water rights. It supports access to low-cost debt through our AgWest credit facility, and it produces solid returns with reasonable capital investment. We'll be talking more about our farming economic story next week. At the Tejon Ranch Commerce Center, we continue to see the power of the TRCC platform, even in a challenging market for industrial and commercial real estate. Our industrial portfolio remains 100% leased. Our commercial portfolio is 95% leased, while the outlets at Tejon maintain a 90% occupancy. Our joint ventures play a major role in driving organic growth at TRCC with our 5 industrial JVs with Majestic Realty contributing stable cash flow. TRCC as a whole remains fully leased, and our weighted average rent levels continue to climb. We're also maintaining about a 40% cost advantage to the Inland Empire West, which makes TRCC an attractive logistics solution for tenants. The TA/Petro joint venture continues to be our highest performing profit center. While reduced car and truck traffic impacted our sales last quarter, the opening of the new $600 million Hard Rock Tejon Casino in just a few days will be a real game changer. The casino should increase traffic to TRCC, benefiting all of our retail assets, including the TA Travel Centers, our retail and the outlets at Tejon. We're also expanding the TRCC platform, adding new projects that deepen its ecosystem. Terra Vista at Tejon, our first multifamily community, is heading on track towards stabilization and is now more than halfway leased. It's a milestone for the company and a key part of our long-term strategy to build a residential community around our commercial center. This starts with Terra Vista and will continue in the future with our fully entitled Grapevine master planned community, which is currently advancing through design. With that, our CFO, Robert Velasquez, will walk you through the quarter financials in more detail, and then I'll provide some additional remarks before we open it up for questions. Robert Velasquez: Thank you, Matt, and good afternoon, everyone. I'll start with a summary of the quarter's results, then walk through performance by segment and finish with a brief update on liquidity and the balance sheet. For the third quarter ended September 30, Tejon Ranch reported net income of $1.7 million or $0.06 per basic and diluted shares compared with a net loss of $1.8 million or $0.07 per share in the same period last year. Total revenues were $12 million, up 10% year-over-year, while total costs and expenses declined by nearly 5%. As Matt mentioned, the improvement in quarterly profitability was driven primarily by strong farming results, stable commercial and industrial leasing and steady performance from our mineral resources and joint venture operations. I'll turn to the performance of our individual segments, starting with real estate, commercial and industrial. In this sector, revenues increased 4% to $3.1 million, reflecting income from the continued leasing up of Terra Vista as well as additional revenues from communication leases. Those increases were partially offset by slightly lower revenue from 1967083865 due to milder summer temperatures. Operating income for this segment rose 7% to $976,000. Within our unconsolidated joint ventures, equity in earnings totaled $2.6 million. The TA/Petro partnership remains our largest single earnings contributor, generating $1.9 million in the quarter. Our 5 industrial joint ventures with Majestic Realty contributed $945,000 of earnings in the quarter, reflecting a 24% margin across the MRC buildings. Turning to mineral resources. This segment produced operating income of $1.1 million on revenues of $3.2 million, which was stable year-over-year. The business continues to require minimal capital expenditures outside of water operations. After adjusting for costs, water sales contributed $322,000 to the minerals segment's operating profit for the quarter. In farming, revenues improved by more than 50% compared to last year, while GAAP operating losses, which includes water holding costs, were reduced by 40%. The segment's rebound reflects both improved production and the advantages of how we manage our cultural costs and water resources. Last year's results were hurt by weather challenges. And with the pistachios, lack of chill hours, coupled with it being a down-bearing year, yielded no pistachios crop, but this season yields normalized across all major crops. Our integrated approach to water gives us significant flexibility. When allocations from the state water projects are high, we benefit from lower farming costs. When they're low, we're positioned to monetize our stored and contracted supplies. Moving on to ranch operations. That segment delivered consistent results with total revenues of $1.3 million and positive operating income, supported by stable [ grazing ] and gain management activities. At the corporate level, general and administrative costs declined slightly from the prior year to $2.9 million in the quarter. Consolidated operating income improved by 37% year-over-year to $3.4 million across our operating segments. Depreciation and amortization totaled $3.8 million and adjusted EBITDA for the year-to-date period was $13.9 million, up 7.3% from the same period last year. As of September 30, total assets were $630 million, up from $608 million at year-end. We ended the quarter with $21 million in cash and marketable securities and $68 million of availability under our AgWest revolving credit facility. Our total debt stood at $91.9 million, resulting in a debt to total capitalization ratio of roughly 16%. Year-to-date capital investment was $49.9 million, primarily tied to construction of Terra Vista, infrastructure at TRCC east and legal and permitting work across our master planned communities. Reimbursement proceeds from the Community Facilities District amounted to $5.6 million, offsetting the capital investments made during the year. We continue to manage capital allocation carefully, focusing on projects that enhance cash generation. In summary, the quarter reflected solid improvement in profitability, steady contributions from our recurring revenue businesses and disciplined cost control. We believe that the combination of resilient operating assets, growing rental income and the strength of our joint venture partnerships positions Tejon Ranch well as we move into 2026. I'll stop there and turn it back to Matt. Matthew Walker: Thanks, Robert. While the quarter was positive, I'd like to make something clear, Tejon Ranch is not yet where it needs to be, and we have a lot more to do to get it there. Accordingly, we've been focused intently on cost discipline to improve our operating margins. We've been scrutinizing every contract, looking for efficiencies and lower cost solutions. We've identified savings today, which will result in a far more efficient operation in the future. Additionally, our largest overhead cost is staffing. As part of our G&A review, we recently completed a workforce reduction that will save more than $2 million per year. This reduction impacted employees at all levels of the organization and lowered our headcount by 20%. It wasn't an easy decision, but it was a necessary one. These expense reductions represent a down payment on change. They demonstrate our intent to operate with discipline, accountability and a clear eye on the bottom line. In closing, we had a good quarter, but we still have a long ways to go, and we're not done yet. We look forward to sharing more of how we are positioning the company for success in the quarters and years to come. That concludes our prepared remarks. We would now like to respond to the questions that were submitted by shareholders. Please give us a minute while we pull those up. Nicholas Ortiz: Thanks, Matt. We received 20 questions via e-mail. We'll read and respond to the questions in the order that they were received. Our first question today is from [ Larry Zicklin ]. His question is, after all these years of failure, don't you think you should just sell as much land as you can and buy back stock so as to realize the maximum amounts for shareholders? Matthew Walker: Thanks for the question, Larry. Let me first emphasize that my one and only goal for our master planned communities is to create long-term shareholder value, however we get there. I do believe that a successfully implemented master planned community can generate decades of significant cash flow. You can see this with other public companies that are in our space. With that said, I understand your concern and that of other shareholders. I want to reiterate that everything is on the table. So if there is a compelling opportunity to monetize a portion of our land holdings, as you've suggested, we will evaluate it. However, for right now, I believe that with Grapevine, pursuing an implementation plan, which builds on the significant growth that we're having at TRCC makes a lot of sense. On Mountain Village, I'd like to embark on a capital raising effort to identify a joint venture partner who would contribute equity and avoid dilution to our shareholders. And on Centennial, completing a re-entitlement is the most prudent approach at this point to preserve our investment in that asset. Let me add that I will be discussing all of this in greater detail at our Investor Engagement Event next week. I know there are strong opinions about what we should do, and I would like to more fully explain our rationale to you all then. Nick? Nicholas Ortiz: Thanks, Matt. We received a series of questions from [ George Apostelkis ]. The first question is, what is the company's policy regarding the disclosure of more detailed cost information on items such as the TRCC cost to complete and the estimated costs of the first phases of planned community development. Matthew Walker: Thanks for your question, George. Let me see if I can answer it. We provide information for all of our material cash requirements. That includes capital expenditures, and we do that at the end of the latest fiscal period as we're required to do by the SEC. We also disclose our material cash requirements from our known contractual obligations. It's also worth noting that every year, we do disclose in our Annual Report our estimated cost to complete of the horizontal infrastructure for TRCC. Nicholas Ortiz: George's next question is, has the company estimated the overall capital cost of the first phases of planned community development? And will it disclose the scope, cost and related capital funding sources as well as whether or not this development might require third-party investment or purchase commitments? Matthew Walker: Okay. I've covered some of that, but let me expand on other portions of your question. So similar to my previous answer, we do provide information in our most recent SEC filings on our material cash requirements, and that includes our CapEx, as I mentioned before. We haven't yet disclosed specific capital cost estimates or project budgets for the initial development phases of any of our MPCs. Those depend on several ongoing factors, including the final design or market conditions at the time that we intend to launch them and the final infrastructure scope and cost. As it relates to the funding sources that you mentioned, the plan for all of our master planned communities, as I mentioned in the previous question, we intend to capitalize those with a third-party joint venture partner who would contribute the new equity, and we would contribute the land to that venture. And this strategy would avoid dilution to our shareholders' projects. They'd also include a capitalization with construction financing at the venture level. Nicholas Ortiz: Okay. Next question. Will the company disclose its detailed accounting policies regarding allocation of basis on the first phase of community development? Matthew Walker: Okay. So accounting for construction cost in our community development is completed in accordance with GAAP. This means that project costs like land acquisition costs or development costs, construction costs, interest, real estate taxes, certain direct overhead, things like that, those are all capitalized while those activities are in progress. Those costs are then accumulated by phase, again, in accordance with GAAP. In our Annual Report, we do have a section called the allocation of cost that provides some additional detail on that. Nicholas Ortiz: All right. Next question. Have you estimated the level of end-user absorption necessary to commence the first phases of development for the planned communities? And if so, will you disclose that estimate? Matthew Walker: So we definitely consider absorption when we're talking about proceeding with development. But more generally, we look at the entire investment holistically. So typically, absorption is slower at the beginning of a project and then it ramps up to a stabilized level over time. Each project is expected to have a joint venture partner. So that JV partner is going to be looking for an expected market rate return that they would need in order to proceed with the project. So we would expect that the equity would end up driving that return decision to proceed. We also have an internal hurdle rate to return so that we're generating a sufficient return for our shareholders. So that's how we approach the investment criteria that's necessary in order to move ahead with the project. Nicholas Ortiz: Final question from George. Based on your most up-to-date estimates and the status of negotiations with builders, will the sale of land in Phase 1 result in a book profit or book loss? Matthew Walker: Let's see, not knowing which project you're speaking about, let me speak to this more generally. I think I can cover the question. For any given master planned community, there is expected to be a material book profit for the entire project, and that would be consistent with achieving the hurdle rates that I just mentioned in your previous question. So I think you'd have a book profit for the entire project. For the first phase of development for any of our master planned communities, that phase is likely going to have a significant amount of upfront infrastructure. So the initial phase is not likely to include a book profit. I can't speak to other companies and their master planned communities, but what I just said isn't unique to Tejon Ranch. That's typical of many master planned communities where you have a multi-phase MPC. The return of capital typically occurs beyond that initial phase. Nicholas Ortiz: All right. Thanks, Matt. From [ David Spier with Nitor Capital ], we received the following questions. First question, the $2 million expense reduction is welcomed and appreciated. However, based on management's stated value of TRCC, the book value of our MPC assets and the estimated value of our cash flowing land leases and royalties, Tejon arguably has a net asset value that is north of $40 per share. Following the expense reduction and the implementation of your plan, what will our annual per share cash earnings power be? Public markets do not value non-cash flow producing assets nor assets that are not being actively monetized. So if your plan will not lead to near-term earnings power north of $2 per share, and we are not going to monetize our MPC assets in the near term, how will we make money as public shareholders? Matthew Walker: David, thanks for your question. Appreciate it. First off, we agree with you that the company is undervalued. A critical part of that value is the expectation of future returns. That future earnings potential comes in a couple of different areas. It will come from the build-out of the 11 million square feet of TRCC over time and as the market permits. We're also working to identify new revenue sources that take advantage of the unique attributes of the ranch. So there will be value, we hope that's created there. We expect that value will come from the ongoing cash flow from our existing portfolio of income-producing assets. And then -- and we're looking to find ways to increase that over time. And it will come from the development of master planned communities. Those master planned communities have the potential to generate earnings, which are in order of magnitude greater than what the company is producing today and to do that over a sustained period of time. So I believe that the combination of all of those assets will result in a material earnings per share growth. Nicholas Ortiz: Okay. One final question from David Spier. How much additional capital and how much time will it take before Mountain Village or Centennial are generating profits, returns for shareholders? Matthew Walker: Okay. I'm going to cover this in more detail next week, but let me answer it for you today in this way. On Mountain Village, as I mentioned in previous answers, I'm going to be focused on a capital raising effort in the near term over the next year or so. So the capital allocation for that will be rather modest, and it will be sized just to complete that capital raising effort. I've previously mentioned also that we're going to go out and look for a joint venture equity partner who will provide the additional equity so that we don't dilute our shareholders. That JV between Tejon and the equity partner would then complete the construction documents that would probably take 18 to 24 months. And then we break ground on the initial phase of horizontal infrastructure, and that would take 24 months or so. And then at that point, you would be initiating home site sales to builders and to custom lot buyers. At that point, there would be ongoing revenue generation. So that's a quick breakdown of -- in rough terms of the timetable for Mountain Village. You also mentioned Centennial. So on Centennial, our first step is to re-entitle the project through Los Angeles County. That would include us updating our environmental documentation. This would take, we would think, until sometime near the end of next year, plus or minus. That process of going through the county would take a couple of months after that as well. At that point, I think a lot depends on our ability to move more immediately into a mapping process and that mapping process would take a couple of years. And then with our construction documents in hand after we completed the mapping, we'd be able to commence construction, and similar to what I just described on Mountain Village, then start with the installation of the horizontal infrastructure. Given that we do have a re-entitlement effort, it's harder to estimate the outer time frames given some uncertainty to complete the entitlement process. And then that implementation phase, once we completed the entitlement, would also be done under a joint venture similar to the ones that I've described before. Hope that helps. And again, I'll be able to talk more about that next week with a little more time. Nicholas Ortiz: Thanks, Matt. From [ Justin Libos ], we received the following question. Mountain Village and Centennial have a combined book value of more than $290 million, but produce no income and consume capital. Are they worth book value or more? If so, why not sell them to unlock more than 60% of market cap, leaving Grapevine and TRCC, already valued by management above our market cap. No other lever matches this shareholder value. Why not put them up for sale? Matthew Walker: Justin, thanks for the question. So we agree with you that Mountain Village and Centennial are worth more than their book value. One comment I'd make on your net asset value. So when we were looking at that range of net asset values for TRCC and you noted that it's in excess of our current market cap. I just want you to know that, that -- when we did that exercise, that didn't include the Grapevine master planned community. It was just for the commercial assets that are part of TRCC. As I mentioned in my answer to some of the previous questions, we believe that Mountain Village and Centennial both provide significant long-term cash flow generating potential. I'll be talking, like I said before, more about that next week. And I again, just want to say that the company is always keeping its options open and evaluating all approaches to maximizing asset value. And that goes for our master planned communities or any other asset on the ranch. Nicholas Ortiz: All right. We have 6 questions from [ David Roth ]. The first one is the release says Terra Vista will increase to 228 units. Are you committed to that? Matthew Walker: Yes. Thanks for the question, David. We worked on that wording a little bit. Let me try to explain that a little bit to you. At the end of the third quarter, we had completed and delivered 180 units. Since the end of the quarter, we've now completed and delivered all 228 units, and we've now signed leases on more than half of the 228. So it was really just a timing difference on how we reported the third quarter. But to be clear, we have completed construction on the first phase of Terra Vista, which is a good accomplishment, and we're pleased. Nicholas Ortiz: The next question is, the release says you are committed to the MPCs, but you have half of TRCC available that is 100% unencumbered today. Why not focus on that TRCC, which you can control? Matthew Walker: I couldn't agree with you more. So TRCC remains our focus. I think if you've looked at how we've deployed capital over the last 5 years, the majority of it has gone to TRCC. We continue to see the value of the future there. The flywheel effect that I've talked about between our industrial and our outlets and our retail and our travel and the hotel and all the residential uses feeding off each other, that's real. The casino is only going to add to that. And the advantage of the casino is we're leveraging the $600 million that the tribe is spending to -- and that's going to help bring traffic into TRCC, which should just continue that flywheel. So I agree, I call TRCC the nucleus of our activity from which all of our growth should emanate. Nicholas Ortiz: Next question. Farming and ranch operations do not provide consistent returns. Why not lease out these assets for an annuity to the owners? Matthew Walker: It's a good, fair question. We tried to cover it in the press release. I covered it in my earlier remarks. I'll talk about it again some more next week, but let me just again answer it for you here. Taking a step back, I've heard from a lot of shareholders, many of you who have submitted questions that the focus that we should have is on generating cash flow. We agree with that. So what that means with respect to farming, we should be looking at farming through a cash flow lens, not necessarily an earnings lens. And the measure that in my effort to try to better tell the story of the company, we've mentioned in the press release our concept of an adjusted EBITDA figure. And we think that's the right way to look at the farming business. So adjusted EBITDA, as we're measuring it, it backs out non-cash expenses like depreciation, and it also accounts for the water holding costs that we're going to have to spend whether we farm the property or not. And if you do all of that and you look at farming on an adjusted EBITDA basis, as I mentioned in my earlier remarks and Robert did as well, we've generated positive cash flow from farming, and it's something like 23 out of the last 24 years. Again, I'll go through this more next week. But I do believe there is a more favorable story to tell about farming and we would be happy to have the dialogue. Nicholas Ortiz: Next question. The share price is at a 52-year low. There has never been a return of capital to owners of the company. We have assets with a lot of value and $50 million per year in cash flow. When do the owners get paid? Matthew Walker: David, I understand your frustration. The lack of share price appreciation over 52 years, it's unacceptable. I mean, what can I say? I've been here for 8 months, and I intend to change that. It's not going to happen overnight, but I want to see the share price move. And I intend to implement a plan that will achieve that. So you know we have in the past, paid a dividend, but it has been a while. So my intention is to implement a plan. It will leverage our existing balance sheet. It will utilize capital from third parties to help start growing our cash flow producing asset base. The goal of all of this is to create share price appreciation, and it's also to create cash flow so that we can ultimately allow for things like the payment of dividends again or share repurchases. So that is the end goal, and we need to find a way to get there, and I intend to do that. Nicholas Ortiz: Why do you need such a big Board of Directors? What evidence can you point to that suggests the Board has created value for shareholders? How do you calculate the returns on the MPCs after 20 years? Matthew Walker: So on the Board, I'm going to be addressing a number of governance issues next week. So if you could wait until next week, you should expect that I'll cover that topic then. I'd prefer to cover all of the governance topics at once. On the MPCs, so we look at value a couple of different ways. We do believe that given the fact that we're bringing in a third-party investor, we look at the value relative to our book value and the appreciation on that land, and we need to produce an acceptable hurdle on our cost to date. So I'll again be talking more about that next week. Nicholas Ortiz: How do you define fiduciary responsibility? And have the leadership been good stewards of our capital? Example, spending $3.5 million on a wasted proxy fight, we did not benefit. Matthew Walker: Let's see. So I define fiduciary responsibility as putting shareholders first. I'm here to create shareholder value. The management team, all of us, we're here to create value for the shareholders. And that's how I and we would like to be judged. There are many areas that I think we have been good stewards of the company's capital. I believe the significant investment that the company made in our Terra Vista apartments. I believe that, that will prove to be a very important catalyst for creating value all throughout TRCC, particularly when we look back at that in 5, 10, 15 years from now. I'd also like to be clear, I'm not afraid to admit my mistakes. There are definitely things that I would do differently. I put the contested election last spring in that category. Certainly, when you look at the results, it's hard to conclude anything else. You're right that capital could have been deployed into things which create economic value. I'll leave it at that. Nicholas Ortiz: We'll move on to questions from Richard Rudgley and Grover Wickersham from Glenbrook Capital. The first question is, given the 49.84% that voted in favor of the PFS Trust proposal to allow shareholders to call a special meeting, will this be approved by the Board of Directors as was recommended by ISS? We would appreciate a response to this question. We have previously asked it in a public letter to the Board, which letter was ignored. Matthew Walker: Thank you, Richard, and Grover for that question. So like some of the other governance topics, I don't want to be evasive, but I would like to cover governance all together. And I'd like to talk about the subject of a special meeting next week. And I'll make sure that I communicate more broadly in the event that you are able to join us so that all shareholders understand where we are headed on issues of governance. So you'll be receiving an answer to that question next week. Nicholas Ortiz: Next question is, can you please give more color on this part of the press release? Equity and earnings of unconsolidated joint ventures decreased by $1.3 million compared with the prior year period, mainly attributed to the reduction in equity and earnings recorded for the TA/Petro joint venture. Matthew Walker: Yes. That's a -- I can see the confusion with that. As Robert and I mentioned in our remarks, the earnings from our joint venture with TA/Petro, and we're a 60% partner of that. So those are driven by 3 different things. First, our fuel sales, that's both diesel, gas -- diesel and gasoline. Second, our convenience store and travel store sales. Third would be the related commercial real estate, that's mostly fast food restaurants. So there was less traffic on Interstate 5 last quarter. There's really been less traffic on the 5 for the entire year. There are any number of reasons for that and reduced port shipments has something to do with it. There's less local travel from traffic counts that we get. So all of that, when you have fewer cars getting off the freeway, whether they're cars or trucks that come into TRCC, that's going to have a cascading effect on the equity in earnings for the assets that are part of our joint venture with TA/Petro. So hopefully, that explains the nature of the reduction of our joint venture there. Unlike our Majestic industrial joint ventures where you've got a lease that from quarter-to-quarter should be constant, the TA/Petro varies according to demand. Nicholas Ortiz: Please describe the economics of the joint venture relationships in the Grapevine location and discuss what management intentions are for taking greater TRC control of the development and reducing or eliminating the joint venture split of economics. Matthew Walker: Okay. I've talked a couple of times about joint ventures. Let me summarize all of them all at once. So again, we've got 5 joint ventures with Majestic Realty on 5 different industrial buildings. Each of those is a 50-50 joint venture. The outlets at Tejon, that's also a 50-50 joint venture, and we have that with Rockefeller. And then I just mentioned the 60-40 joint venture that we've got with TA/Petro. We've got good joint venture partners. Going forward, as we look at the remaining 11.1 million square feet left to develop, I would expect us to develop more real estate at TRCC on our own balance sheet. But given that, I do want to be clear, we look at each opportunity individually. So it's based on a whole bunch of different factors. But I do understand the question, capturing 100% of the revenue as part of our asset base is helpful for the long-term growth of our cash flow in the future. Nicholas Ortiz: Great. Final question for this portion. Given the apparent success of the apartment development near Grapevine and the potential demand from Hard Rock Casino employees, is management contemplating either additional apartments or townhouses? Matthew Walker: So that's a good question. The short answer is yes. I mean we definitely have plans to build more residential at TRCC, and that includes multifamily housing. It also includes the single-family homes in the Grapevine master planned community. So we've now -- as I mentioned before, we've completed 228 units in our first phase at Terra Vista. The second phase is entitled for an additional -- it's like 170 units. So as you mentioned in your question, we have, in fact, seen demand for our apartments for the casino employees. We've been working pretty closely with Hard Rock to encourage their employees to consider us. It's been a good partnership, and they haven't yet even opened their doors. So those are capital allocation decisions and return hurdle decisions that we are exploring every single day on where to deploy our capital. But the short answer is, yes, we expect to develop more residential around TRCC. Nicholas Ortiz: And then we have 2 questions from [ John Christensen ]. The first question is, if a buyer would put in a formal written bid to buy Mountain Village at the current book value, would the company sell it? Matthew Walker: Good question, John. Thanks for asking. A couple of things. As I previously noted, I'll say all options are on the table. So if a reputable party made a substantive offer, I would be obligated to bring that offer to the Board to consider. With that said, as I noted before, we believe that the property is worth more than book. So I'll just leave it at that. But we're flexible, and we're looking at alternatives, but we have a plan in place. Nicholas Ortiz: The company cut $2 million from overhead. Was $1 million of that, the consulting cost being paid to the previous CEO? Matthew Walker: No. So the $2 million of savings came entirely from the reduction of staffing costs from our existing staff that's been on hand from the time that I took over as CEO, not from other -- any other savings would be in addition or separate from that. Nicholas Ortiz: And with that, Matt, that is the last question. Matthew Walker: Great. Well, thank you all very much. Nicholas Ortiz: All right. That concludes Tejon Ranch Company's third quarter 2025 earnings call. On behalf of the management team here, thank you for joining us. For a recording of today's call or more information, please visit ir.tejonranch.com. Goodbye. Operator: Thank you. Ladies and gentlemen, that concludes today's event. Thank you for attending, and you may now disconnect your lines.
Operator: Hello, ladies and gentlemen. Thank you for standing by, and welcome to Zai Lab's Third Quarter 2025 Financial Results Conference Call. [Operator Instructions]. As a reminder, today's call is being recorded. It is now my pleasure to turn the floor over to Christine Chiou, Senior Vice President of Investor Relations. Please go ahead. Christine Chiou: Thank you, operator. Hello, and welcome, everyone. Today's earnings call will be led by Dr. Samantha Du, Zai Lab's Founder, CEO and Chairperson. She will be joined by Josh Smiley, President and Chief Operating Officer; Dr. Rafael Amado, President and Head of Global Research and Development; and Dr. Yajing Chen, Chief Financial Officer. As a reminder, during today's call, we will be making certain forward-looking statements based on our current expectations. These statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from what we expect due to a variety of factors, including those discussed in our SEC filings. We also refer to adjusted loss from operations, which is a non-GAAP financial measure. Please refer to our earnings release furnished with the SEC on November 6, 2025, for additional information on this non-GAAP financial measure. At this time, it is my pleasure to turn the call over to Dr. Samantha Du. Ying Du: Thank you, Christine. Good morning, and good evening, everyone. Thank you for joining us today. Before we discuss the quarter, I want to take a moment to reflect on who we are, where we are headed. Zai Lab was built on a clear vision to bring the best global innovation to patients in China and to discover and develop new innovations that can compete on the world stage. That vision remains unchanged. Today, our global pipeline is stepping to the forefront, becoming the next key chapter in Zai's growth story. Zoci or ZL-1310 has now entered the pivotal stage less than 2 years from Phase 1/1b, an extraordinary pace at any standard in our industry. And we're on the path for our first global approval by 2027 or early 2028. Beyond Zoci, we're expanding our global portfolio with other highly differentiated programs, including our IL-13xIL-31R bispecific atopic dermatitis, IL-12 PD-1 bispecific and LRRC15 ADC for solid tumors. More importantly, we have built a global R&D organization that combines speed, scientific rigor and quality expected of a global biopharma. On our commercial business in China, we are commercially profitable today and on a steady, profitable growth path. However, the pace has been slower than we expected. The environment is complex and dynamic. But at the same time, there are encouraging signs of progress. Regulatory reviews are faster and NRDL negotiations are more transparent. We have one of the strongest commercial teams in the industry, backed by a portfolio of differentiated, high potential assets, and we remain confident in the long-term potential of this business. This next chapter will take focus and persistence, but we have the right science, the right team and the right vision. Together, we are building a company that will make a lasting difference for patients and create long-term value for our shareholders. With that, I'll now hand the call over to Rafael, who will walk you through the progress of our R&D pipeline. Rafael? Rafael Amado: Thank you, Samantha. I will begin with a few highlights from our global pipeline, starting with ZL-1310 or Zoci. Two weeks ago, at the triple meeting conference, we presented updated Phase I data in previously treated extensive stage small cell lung cancer. This global study enrolled 115 patients across the U.S., Europe and China. At baseline, 90% of patients had received a PD-1 or PD-L1 therapy, nearly 1/3 had brain metastases and several had progressed on a prior DLL3 targeted therapy, including tarlatamab, making this a very difficult to treat heavily pretreated patient population. At the 1.6 milligrams per kilogram dose, we observed an overall response rate of 68% and a disease control rate of 94%, among the strongest efficacy signals reported in the second line setting. Importantly, we also saw robust activity in patients with brain metastases, including an 80% overall response rate in lesions, which had received no prior treatment of any kind, suggesting that Zoci may offer a new way to control both systemic as well as intracranial disease without interrupting therapy, a potential game changer in terms of speed to treatment for these patients whose tumors tend to be growing very fast. Across all doses and lines, the median duration of response was 6.1 months, and the median progression-free survival was 5.4 months, which is highly encouraging for a monotherapy in this refractory population across doses and lines of therapy. Data from the 1.2 and 1.6 milligrams per kilogram cohort continue to mature as enrollment continues and patients remain on treatment. Zoci also continues to demonstrate a best-in-class safety profile. At the 1.6 milligrams per kilogram dose, grade 3 or higher treatment-related adverse events were observed in only 13% of patients, far below the 35% to 50% rate seen with other ADCs in this setting. There were no drug-related discontinuations or deaths and only 2 Grade 1 interstitial lung disease cases across both expansion doses of 1.2 and 1.6 milligrams per kilogram. This combination of deep efficacy and favorable tolerability positions Zoci as an ideal candidate for the first-line combination where safety is paramount. We've now begun enrollment in our registrational Phase III trial in extensive stage small cell lung cancer with the potential for an accelerated approval submission. We're also advancing our first-line strategy with plans to initiate a Phase III study next year following results of our ongoing combination study evaluating Zoci plus PD-L1 with and without chemotherapy. In addition, we see significant opportunity for Zoci as a backbone therapy in novel mechanism combinations. We plan to initiate studies with agents with ethanol and complementary mechanisms of action, and we will share details once the studies are posted on clinicaltrials.gov. Beyond small cell lung cancer, Zoci is being evaluated in Neuroendocrine Carcinomas or NAC, which have poor prognosis and no targeted therapy despite high DLL3 expression. Early data with ZL-1310 are encouraging, and we plan to present results in the first half of next year and to move into a registrational study thereafter. Beyond Zoci, our next wave of innovative global assets continue to advance rapidly. ZL-1503, our internally discovered IL-13/IL-31 bispecific antibody for atopic dermatitis recently entered Phase I. Its dual mechanism targets both itch and inflammation and its extended half-life offers potential for less frequent dosing. A subcutaneous formulation is being developed. Preclinical results support its use in other inflammatory diseases. First-in-human data are expected in 2026. ZL-6201 is an internally discovered LRRC15 targeted antibody with a next-generation payload linker. It remains on track for a U.S. IND submission by year-end and a global Phase I study initiation early next year for patients with cancer that have tumor cell or tumor stroma expressing this target. ZL-1222 is another internally discovered asset. It is a next-generation PD-1 IL-12 immunocytokine designed to deliver cytokine signaling directly into the tumor microenvironment while preserving PD-1 checkpoint blockade. IND-enabling work is underway, and we expect to move quickly towards an IND once data are available. Now turning to our key late-stage regional programs in immunology and neuroscience. The Efgartigimod continues to expand across multiple autoimmune indications. The ADAPT SERON study in seronegative gMG was positive, the first global Phase III trial to show clinically meaningful improvements across all 3 gMG subtypes, MuSK+, LRP4+, and triple seronegative. Three additional Phase III readouts in Ocular myasthenia gravis, Myositis and Thyroid eye disease are expected next year with China contributing to global enrollment. For Povetacicept, our partner, Vertex recently received FDA breakthrough therapy designation for IgAN. Enrollment of the global RAINIER Phase 3 is complete with an interim analysis planned for the first half of 2026, where patients from China are included and potentially supporting an accelerated approval submission next year. The global pivotal Phase II/III study in primary membranous nephropathy was initiated in October, and we're on track to enroll patients in China this quarter. Together, these achievements reflect the depth and quality of our pipeline, one that is advancing with speed and efficiency and with a clear focus on novel mechanisms and clinical differentiation. In summary, over the next 12 months, we expect to reach several important milestones across our global portfolio. For Zoci, we expect a catalyst-rich year with updated intracranial data, first-line small cell lung cancer combination data and results in neuroendocrine carcinoma in the first half. In parallel, we plan to initiate registrational studies in first-line small cell lung cancer and other neuroendocrine carcinomas as well as starting studies with novel combinations across line of therapy. Beyond Zoci, we expect first-in-human data for ZL-1503 or IL-1331 and to advance ZL-6201 or LRRC15 into global Phase I development. We're also progressing ZL-1222 or anti-PD-1/ IL-12 agonist and look forward to sharing additional data in the coming year. And with that, I'll hand it over to Josh. Joshua Smiley: Thank you, Rafael, and hello, everyone. Before we turn to our third quarter results, I'd like to start by welcoming Dr. Yajing Chen, he as our new Chief Business Officer. Chen brings both deep scientific expertise and investment experience and will play a central role in expanding our portfolio and unlocking value through partnerships and out-licensing. I'd also like to sincerely thank Jonathan Wang for his many contributions over the past decade in helping build the strong foundation that now supports our next phase of growth. Now turning to our commercial performance. Total revenues were $116 million, representing 14% growth year-over-year. VYVGART and VYVGART Hytrulo contributed $27.7 million, which includes a $2.4 million reduction following a voluntary price adjustment on Hytrulo to align with NRDL guidelines ahead of national pricing negotiations. While this adjustment affected reported sales, the underlying fundamentals of the launch remain very strong. VYVGART continues to be one of the most successful immunology launches ever in China, ranking as the #1 innovative drug by sales among all new launches in the past 2 years. More importantly, the trends beneath the headline numbers point to durable long-term growth. There are 2 key growth drivers underpinning the trajectory of VYVGART in gMG, patient demand and treatment duration, the latter of which is particularly important given the chronic nature of the disease. First, on demand. We continue to see steady new patient additions each month with nearly 21,000 patients treated to date. VYVGART penetration in gMG remains only around 12%, meaning we are still in the early stages of market development with significant room for expansion. Second, on treatment duration. The updated MG guidelines published in July have been a meaningful catalyst to emphasize both the importance of rapid symptom control, where VYVGART has demonstrated strong efficacy and a minimum of 3 treatment cycles to reduce the risk of relapse and maintain durable disease control. Since publication, we have seen clear signs of positive impact in real-world practice. Physicians are becoming receptive to maintaining patients on therapy even after achieving symptom control, signaling a shift from episodic to maintenance use. As a result of our efforts, the average vials per patient have increased over 30% year-to-date versus last year, with a notable acceleration in Q3. And VYVGART volumes have grown sequentially in the mid-teens. We see this level of growth as realistic and sustainable as we head into 2026. Now admittedly, the pace of market build for this first-in-class therapy for chronic disease has been more measured than we initially anticipated. With VYVGART, we are shaping this new market thoughtfully, focusing not only on driving adoption, but also on redefining how gMG is managed over the long term. Through physician education and real-world experience, we aim to change long-standing treatment patterns. While the ramp is slower than expected, the long-term potential of VYVGART in gMG is substantial. Beyond gMG, we're making progress in CIDP, expanding access across both supplemental and commercial health insurance plans. We will continue to add new layers of growth with new indications and formulations with the most immediate being seronegative gMG and the prefilled syringe. Looking ahead, our next major launch opportunity is KarXT, currently under regulatory review. KarXT has the potential to redefine schizophrenia treatment in China, introducing the first new mechanism of action in more than 70 years. Notably, it has already been included in the China Schizophrenia Prevention and Treatment Guidelines 2025 Edition, the first national guideline globally to do so, underscoring its strong differentiation and anticipated clinical impact. Across the company, we remain disciplined in our operations, scaling efficiently while investing strategically in commercial execution and pipeline innovation. And with that, I will now pass the call over to Yajing to take us through our financial results. Yajing? Yajing Chen: Thank you, Josh. Now I will review highlights from our third quarter 2025 financial results compared to the prior year period. Total revenue grew 14% year-over-year to $116.1 million in the third quarter, primarily driven by higher sales of NUZYRA supported by increasing market coverage and penetration. Demand for XACDURO remains robust, and we aim to normalize supply by year-end. ZEJULA grew sequentially but declined year-over-year amid evolving competitive dynamics within the PARP class. Given this trend as well as VYVGART dynamics discussed earlier, we are updating our full year total revenue guidance to at least $460 million. Our continued focus on financial discipline and efficiency was evident in our cost structure with both R&D and SG&A as a percentage of revenue declining significantly year-over-year. R&D expenses for the third quarter decreased 27% year-over-year, mainly due to a decrease in licensing fees in connection with upfront and milestone payments. SG&A expenses for the third quarter increased 4% year-over-year, mainly due to higher general selling expenses to support the growth of NUZYRA and VYVGART, partially offset by lower selling expenses for ZEJULA. As a result, loss from operations improved 28% in the third quarter to $48.8 million and adjusted loss from operations, which excludes certain noncash items, depreciation, amortization and share-based compensation, was $28 million in the third quarter, a 42% improvement from the prior year. While we expect meaningful quarter-over-quarter improvement in adjusted operating loss, we now expect profitability to shift beyond the fourth quarter, reflecting the lower revenue base this year. Importantly, our fundamentals remain strong. Our China business is already commercially profitable and growing, and we are executing strong financial discipline and investing strategically in R&D. We are on a path to profitability, and we'll provide updated 2026 financial guidance when we report our full year 2025 earnings. Zai Lab is at a major value inflection point with a rapidly advancing global pipeline, a commercially profitable China business and a path to profitability. We also maintain a strong financial foundation, ending the quarter with $817 million in cash, which provides us with the flexibility to invest in both innovation and disciplined execution. And with that, I would now like to turn the call back over to the operator to open up the line for questions. Operator? Operator: [Operator Instructions] We will now take our first question from the line of Jonathan Chang from Leerink Partners. Jonathan Chang: First question, on the revised revenue guidance, how should we be thinking about the key drivers for growth and the path to profitability? And then second question on ZL-1503. Can you help set expectations for the initial data readout expected in 2026? And how are you guys seeing the opportunity in atopic dermatitis? Joshua Smiley: Thanks, Jonathan. It's Josh Smiley. Thanks for the questions. I'll take the first one on revenue drivers, and then Rafael will talk about 1503. I think as we think about revenue headed into the fourth quarter here, drivers will continue to be VYVGART, we expect continued good sequential growth driven by new patient additions and continued growth and durability in terms of the number of doses patients get. We are seeing, as I mentioned in the opening remarks, we're seeing good progress as a result of the national guidelines that were issued in July, which focus on getting patients into at least 3 courses of therapy. So, we'll see, we expect to see continued growth there. ZEJULA, we are seeing a return to growth. As we've mentioned throughout the year, the quarterly numbers, I think, will be a little bit choppy because of the generic entries for Lynparza, but we do expect VBP to kick in, in the fourth quarter here, and that gives us a chance to gain share in this class, and we're confident we will. So, we'd expect to see some growth there. rest of the portfolio continues to do well. We are excited about the progress we're seeing with XACDURO, but still face supply constraints. So, we'll be somewhat limited as we come into the fourth quarter here or there. But overall, good momentum in the portfolio and good growth drivers. We'll give more specific guidance for 2026 as we get into next year. But obviously, we're looking forward to the launch of KarXT, the potential approval of TIVDAK and continued growth in these, in the core part of the portfolio. As it relates to profitability, again, our profitability will be driven by growth in the business in China. The China business, of course, is profitable today. And as we continue to drive top line growth, that profitability will be enough to cover the R&D and corporate costs that we have. So, we're still on that path. It's just, we just need the growth to continue in the portfolio. With that, I'll turn it to Rafael to talk about 1503. Rafael Amado: Thanks, Josh. Thanks, Jonathan. So, 1503, we're really excited about this molecule. As you know, it's both dual IL-13/31 inhibitors. It traps IL-13, and we know that, that is a proven pathway. And 31 is a very potent pathway in initiating pruritus. So, we think the combination plus the long half-life is going to translate into a really brisk effect, which is very fast and sustained. We have initiated the IND already. We plan to do a multi-country study. And obviously, it's a first-in-human study. We will do single ascending dose in normal volunteers and then multiple doses in patients with atopic dermatitis. In the lab, we've been looking at other models of TH2 diseases, and we are very encouraged with what we're seeing on asthma, rhinitis and other disorders that affect [TH2]. So, in addition to this, we're going to be looking at efficacy endpoints given the half-life that is long, we think that we will be able to see effects on EASI scores as well as IgA/ID [Audio Gap] and so this is going to be measured very frequently. We hope to have the data available by the middle of next year, but it will obviously accumulate throughout next year, and we will present when we have sufficient data. It's a placebo-controlled trial. So, we'll be able to have comparisons. And obviously, we know what the landmarks are here with other products. So again, a very large opportunity. This is a very common disease, even a fraction percentage of capturing in AD would be a large opportunity. And also, the possibility of expanding into other TH2 diseases, I think make this a very promising product. Operator: We will now take our next question from the line of Anupam Rama from JPMorgan. Anupam Rama: This is Joyce on for Anupam. The press release today really led with progress on your own internal global development programs. Is this a shift in how you're thinking about the resource allocation in terms of your prior focus on external BD versus now the internal pipeline? Joshua Smiley: Thanks. It's Josh. I'll start. First, we are very excited about the pipeline that we have today with the global emphasis. And of course, that will be a priority to invest in and Rafael outlined our near-term focus in terms of 1310 and getting the registration trial up and running and expanding into first line and into neuroendocrine tumors. So that's going to be a focus. We've got a really exciting global portfolio behind that. We think we have the capacity here to fully invest in those programs. We have a strong balance sheet with plenty of cash to continue to pursue on a targeted basis, the right kind of external opportunities to bring in, both on a global and regional basis. And we have the capacity within the income statement on the R&D side to, I think, fully invest behind these exciting opportunities and still manage, I think, an R&D budget that's within the range of what we've seen the last few years. So, priorities are advance the pipeline, continue to build the pipeline and continue to drive the commercial business in China, which is profitable today and will be increasingly profitable over time. Operator: We will now take our next question from the line of Yigal Nochomovitz from Citi. Yigal Nochomovitz: This is Caroline on for Yigal. We were wondering where you're seeing the greatest opportunity and greatest likelihood for success for your internal global pipeline among LRRC and PD-1, IL-2 and others. I have a second question, if okay. Joshua Smiley: Rafael, jump in on this one, please. Rafael Amado: Sure. Obviously, the most immediate one is 1310. I mean, it clearly is quite active. It is well tolerated, very few related grade 3 and above treatment effects. treatment side effects, strong brisk effect on brain metastases in untreated brain metastases. And again, very high percent of patients responding. We are starting up the Phase III study for second line. We've had recent discussions with FDA, and we're sharpening the design to the point that it's already started. We will continue to do some work on the dose, but I think that is going to finish pretty quickly. With regards to the rest of the products, obviously, 1503, I mean, these are proven pathways. So, the bar for activity is pretty low. And also, the characteristics of the product with FC modification for long half-life makes it very ideal for patients with these chronic diseases. And then with regards to some of the other ones, LRRC15 is particularly interesting because it will be the first time where a tumor is being targeted where the target is not necessarily in the tumor. So, there will be these 2 groups of patients like sarcoma patients where the tumor does express LRRC15, but others in which the tumor only expresses the target in fibroblasts. And if that is the case, if we can actually abrogate tumors where the tumor is negative, but the tumor microenvironment is positive, then it opens a whole host of tumor types. So pretty excited about this. And I think we are with others leading in ADC, which is one of our focus in oncology. And then I'll finish with PD-1 IL-12. It's been very hard to target IL-12 because it's toxic. So, we've been able to engineer an IL-12 stimulated moiety, which actually is attenuated. So, it doesn't really cause side effects of T cell activation. And at the same time, with full blockade of PD-1. So, in animal models, we can see that we can actually restore PD-1 resistant tumors, which would be pretty exciting to see. And we are seeing, as you know, more enhancements on PD-1 as a checkpoint with other molecules. And we think that an IL-12 would be one of them. So, I'll just finish by saying that we can move these things pretty quickly. We'll have 2 INDs this year. One of them will enroll this year. The other one will start enrolling in January. And PD-1 IL-12 is a candidate that will have an IND next year and hopefully, the first patient as well in the second half. So yes, we're excited about all of them. But obviously, our strongest focus right now is making sure that we cover the lives on 1310. Yigal Nochomovitz: Got it. And on my second question, we're wondering what you're doing to set yourself up for a strong KarXT launch? And what more have you learned about the schizophrenia market in China to best position KarXT in the marketplace? Joshua Smiley: It's Josh. Yes, we're quite excited about the opportunity with KarXT. Regulatory reviews are going well. So, we are hopeful for an approval sometime in the near term here. First, I think if you look in China, there's a huge opportunity. Of course, there haven't been any new mechanisms approved in severe melan illness or schizophrenia in more than 70 years. So, the opportunity for a mechanism like KarXT that provides both efficacy on positive symptoms, negative symptoms and cognition is, I think, well anticipated and thought leaders are anxious for this drug to come. So, we'll launch with a targeted sales force. I think the difference in China versus what we see in some of the Western markets, certainly in the U.S. is it's a more concentrated approach. Patients tend to be in bigger institutions. So, with a relatively targeted sales force and education program, we should be able to touch a significant portion of the market at launch. And again, just to remind people that the opportunity here is quite significant with millions of patients today suffering from schizophrenia. Obviously, it's a lifelong disease. So, we're anxious to get the approval first to get up and running in 2026 and then move toward NRDL listing in 2027. Operator: Our next question comes from the line of Li Watsek from Cantor Fitzgerald. Li Wang Watsek: I have one commercial, one pipeline question. I guess just given some of the complex commercial dynamics in China and your revised guidance, can you provide your updated views on the $2 billion revenue target by 2028? And then second is for ZL1310, sounds like you're expanding to neuroendocrine tumors next year. I wonder if you can just talk a little bit about the pathway to approval and what would be the bar? Joshua Smiley: Thanks, Li. It's Josh. I think first on the $2 billion 2028 goal, we will look at all the moves that we had in the portfolio, and we'll provide a more fulsome update next year, maybe starting at JPMorgan. But to comment, we feel really good about the portfolio we have today. As Samantha mentioned upfront, I think the most exciting piece is the opportunity for sales outside of China in 2028. We mentioned that 1310, we see a path for an approval as early as late 2027. So, to have some significant sales in 2028 coming from the U.S. in small cell lung cancer, I think, quite exciting and certainly represents a new inflection point and phase of growth for us. The portfolio in China continues to grow. And we've talked about the dynamics with VYVGART, which we expect over the course of the next number of years to continue to grow at a good and steady rate, supplemented by additional indications. since we have talked about that revenue goal, we've added Pove and Veli, both of which can launch in the 2028-time frame. So, we're quite excited about the long-term growth potential of the portfolio and most excited this year about the progress on 1310 and what it means for sales, not just in China, but outside of China within this time frame. Yes, Rafael, if you can jump in, please. Rafael Amado: Yes. Thanks, Caroline. So, I'll talk a bit about NEC. So, the study that we have has 2 cohorts of carcinoma. So, these are highly proliferative tumors that have a poor prognosis. One is gastroenteropancreatic tumors or GEP, and the others are other NECs that can arise from other sites, other organs. We are seeing responses in both groups. It's still early days, obviously, and we're accumulating more and more evidence of activity. These are patients that have had more than one line of therapy, which tends to be platinum-based therapy. And there really isn't any standard for these patients. The tumors tend to grow fast and actually mortality is quite high. So, in terms of how we want to proceed with this, the idea would be to sort of circumscribe the tumors that have similar natural history like GEP, large cell non-small cell lung cancer and also tumors of a non-primary and do a study, a single-arm trial and try to characterize the response rate. I think anything above 30% to 40% would be of great interest because there really isn't any therapy. Many of these patients go to clinical trials with reasonable durability. So, we would plan to have discussions with regulatory authorities to see whether given the unmet need single-arm trial with these kinds of results could result in an accelerated approval. The alternative is to do a physician choice comparator, which also we will be prepared to launch. And given the activity that we are seeing, if it continues, it wouldn't be a very large study, particularly given the large unmet need and the fact that this is an orphan indication. So pretty excited about what the agency will see and opine once we have sufficient follow-up and sufficient patients to characterize the activity. Operator: Our next question comes from the line of Lai Chen from Goldman Sachs. Ziyi Chen: Two questions. The first one is regarding the guidance. We try to understand a bit more about compared to the expectations set in any guidance previously, in which areas has the company encountered deeper than anticipated challenges in China environment, particularly for VYVGART and ZEJULA. Could you elaborate a bit more? And also, I think beginning of the year, in terms of the guidance, not only about the top line, but also you mentioned about fourth quarter cash breakeven target. Is that still intact? That's my first one. Second is regarding the R&D because Zai Lab is really pivoting towards a global R&D company. So, in terms of the pipeline buildup, particularly for the early-stage pipeline buildup, now we got oncology ADCs, we have 2 different ADCs. We have PD-1, IL-12, and we also have immunology. So we're trying to understand a bit more about the strategy, the portfolio strategy when you're deciding what to go after and what not to do. So, could you provide a bit more color on that? Joshua Smiley: Sure. Thanks. First, on the performance this year, I would say, relative to our initial expectations, VYVGART, while growing well, and we're pleased with the underlying dynamics, as we've mentioned throughout the call, it's just taking longer to get to the rate that we, of treatment that we see in the U.S. market, for example. So, we're focused now on getting patients up to at least 3 cycles of treatment, and we're seeing progress there. It's just slow. So, I would say that's our sort of on the VYVGART piece, that's the piece that has been the slowest relative to our expectations. Again, I think this is what we're realizing is it's a long-term build the market opportunity. We have the long term with this product, and we're seeing good response to things like the national guidelines and our continued promotional and educational efforts. So just a slower ramp to get to the kind of treatment duration that we see in the Western markets. On ZEJULA, we expect to gain share as a function of Lynparza going generic, and we saw some delays there in terms of, relative to our initial expectations relative to VBP. Again, we expect that to kick in beginning in the fourth quarter and set us up well for next year. Certainly, again, there are dynamics related to affordability and hospital purchasing and otherwise that may make that a bit choppy. But I think the underlying opportunity for ZEJULA is to gain share from what had been Lynparza as it goes to generic. The third piece for us is then just we've talked about this through the year. It's a great product and our partner, Pfizer, is seeing really great response and demand in the hospital setting for this drug. And we've had more supply constraints than we anticipated at the beginning of the year. We're working through those, and we're hopeful that as we come into 2026, those will be resolved, and we'll be able to fully meet the demand that we're seeing in the marketplace. Those things together, of course, will help and drive profitability. I think if you look at our path to profitability and focus on the noncash, I mean, on the cash sort of earnings, which is our non-GAAP number, you see continued good progress in that regard. And that progress should continue. We'll give you an update for 2026. But really, it's just going to be a function of continued growth on the top line. And I think at the numbers that we're suggesting here for the fourth quarter, we probably won't quite get there, but we'll still show good improvement, and we'll be on that path as we head into 2026. Rafael, if you can talk about how we think about the portfolio and the next opportunities. Rafael Amado: Sure. So, the portfolio will continue to grow as a blend of both internal as well as external opportunities. I'm really proud of the fact that many of the products that are now in development came from our protein science laboratories, which have been very productive. But in terms of strategy in oncology, we will continue with antibody drug conjugates, and we will continue to innovate there. There are other antibodies that we haven't mentioned that are in the pipeline at the moment, and we spend a lot of time trying to characterize the antibody vis-a-vis the target. and then use the right payload linker. So that's going to continue to grow. We also have an interest in immunocytokines, which I mentioned before. We have other immunocytokines that will come after the PD-1 IL-12. And then T cell engagers, we've made an effort in T cell engagers, and we will be reporting with time some of these candidates entering the clinic. Outside of oncology, you are right. I mean, we have been focusing on autoimmunity, neuroscience and immunology. In autoimmunity, we are focusing on cytokines, both antibodies or bispecifics perhaps cell depletion as well and then signal transduction of some of these cytokine pathways, which involve small molecules as well. And so overall, we will remain opportunistic, obviously, for either regional or global opportunities that have novel mechanisms of action, have differentiation and really make a big difference for patients. But the guardrails, if you will, are the ones that I just described to you. So, thanks for the question. Ying Du: Yes. I think, Joe, just like Rafael was saying, we, even though our pipeline in China, regional pipeline has oncology, autoimmune and neuro and anti-infectious. But for our global pipeline, we are focusing on oncology and autoimmune and anti-inflammatory specifically that Rafael was saying. So internally for global development pipelines, we are only focused on those 2 areas. Operator: Our last question today comes from the line of Clara Dong from Jefferies. Yuxi Dong: This is Jenna on for Clara. We have 2 questions, if we may. First, on VYVGART. I think previously, we were under the impression that sales will be back half loaded. So, I was just curious what kind of visibility or leading indicators you may have for Q4 and 2026? And more specifically, can you comment on, for example, pace, number of cycles on average patients are getting today? What does the pace look like over the next few years to reach the 3 average doses? And then our second question is on Bema in the context of the Amgen announcement. I was just curious if it's still possible to have a path forward for just China based on the trials you're running or the data you have in hand? Joshua Smiley: I'll start with VYVGART and then Rafael can talk about Bema. I think on VYVGART, what we're seeing is good underlying growth in terms of duration or number of vials or cycles patients get. I think as we started the year, on average, we were probably close to 1 cycle per year or per patient per year, and that represented the fact that at launch, we were getting lots of the acute patients and VYVGART, of course, works really well in an acute setting, but to get the full benefit for patients with gMG that allows them to work and live their lives fully, you need to get the maintenance benefits, which kick in at least 3 cycles. Through this year, we're seeing progress towards an average of 2 cycles per year. And as you mentioned in your question, the goal is to get to at least 3 and over time, aspirations toward 5, where we see the full benefits in clinical trial and real-world setting, so I think as we look into next year, we'd expect the underlying growth to continue probably at this, what we're seeing in terms of volume, so sort of number of vials in total is sequential quarterly growth in the sort of low teens. And I think that's reasonable to expect as we head into next year and continue to sort of climb towards that on average, 3 cycles of use; again, supplemented by, or accelerated by the national guidelines that were issued in July and our efforts to educate physicians in that regard. So, we're looking forward to the continued underlying growth here, and I think expect that to continue on a good basis as we head into 2026. Rafael, do you want to talk about Bema? Rafael Amado: Sure. So, we're still digesting the data. You saw the data at ESMO that was presented with the primary analysis of 096 and then the final analysis with this attenuated treatment effect. And then Amgen announced that 098 was a negative study in terms of not meeting statistical significance. So, we're looking at with Amgen and our partner at translational markers and subgroups, and we will be doing this in the upcoming weeks and make a decision. But our opinion is that it will be very challenging to get an approval in China with this data set. So as such, we're thinking about how to deploy these resources to the rich pipeline that we've been discussing today and try to capitalize on the fact that we will have this opportunity of time, people, resources and effort to advance the current pipeline. Operator: Thank you, we have come to the end of the question-and-answer session. Thank you all very much for your questions. I'll now turn the conference back to Dr. Samantha Du for her closing comments. Ying Du: Thank you, operator. I want to thank everyone for taking the time to join us on the call today. We appreciate your support and look forward to updating you again after the fourth quarter of 2025. Operator, you may now disconnect this call. Operator: Thank you for your participation in today's conference. This does conclude the program. You may now disconnect your lines.
Operator: Good afternoon, ladies and gentlemen, and welcome to the Ensign Energy Services Inc. Third Quarter 2025 Results Conference Call. [Operator Instructions]. This call is being recorded on Friday, November 7, 2025. I would now like to turn the conference over to Mike Gray, Chief Financial Officer. Please go ahead, sir. Michael Gray: Thank you. Good morning, and welcome to Ensign Energy Services Third Quarter Conference Call and Webcast. On our call today, Bob Geddes, President and COO; and Mike Gray, Chief Financial Officer, who will review Ensign's third quarter highlights and financial results, followed by our operational update and outlook. We'll open the call for questions after that. Our discussions today may include forward-looking statements based upon current expectations that involve several business risks and uncertainties. The factors that could cause results to differ materially include, but are not limited to, political, economic and market conditions, crude oil and natural gas prices, foreign currency fluctuations, weather conditions, the company's defense of lawsuits, the ability of oil and gas companies to pay accounts receivable balances or other unforeseen conditions, which could impact the demand for services supplied by the company. Additionally, our discussion today may refer to non-GAAP financial measures, such as adjusted EBITDA. Please see our third quarter earnings release and SEDAR+ filings for more information on forward-looking statements and the company's use of non-GAAP financial measures. With that, I'll pass the call to Bob. Robert Geddes: Thanks, Mike. Good morning, everyone. Let's start with some introductory comments. The positive third quarter results were reflective of year-over-year market share growth of our Canadian business unit in the high-spec single and high-spec triple rig types coupled with performance-driven market share growth in the U.S. as well as consistent rig activity in our International segment. We successfully generated cash to clip off another chunk of debt in the quarter and expect to maintain our 3-year target of $600 million of debt reduction by the end of first half '26. Operationally, we ran plus or minus 25 drill rigs and 50 well service rigs around the world through the third quarter every day with stronger than expected gross margins. Our Drilling Solutions team also successfully field beta test at the EDGE AutoDriller Max with positive results adding to our technology suite of drilling rig controls technology. The finance team led by Mike Gray, successfully negotiated our banking arrangement out 3 years saving interest expense and improving liquidity. We also added to our forward book with over $1.1 billion of forward contract revenue under contract, increasing our long-term contract base quarter-over-quarter, which now brings us to about $300 million of long-term contract margin forecast in the future. And we also achieved all this with another quarter of industry-leading record safety metrics. For a deeper dive into the third quarter financials, I'll turn it over to Mike Gray. Michael Gray: Thanks, Bob. Volatile crude oil commodity prices and fluctuating geopolitical events that reinforce producer capital discipline over the near term, impacting certain operating regions. However, despite these short-term headwinds, the outlook for oilfield services is relatively constructive and have supported steady activity in several other regions. Overall, operating days were down in the third quarter of 2025 in comparisons to the third quarter of 2024. The company saw a 4% increase in the United States to 3,194 operating days, a 9% decrease in Canada's 3,509 operating days and a 29% decrease internationally to 935 operating days. For the first 9 months ended September 30, 2025, overall operating days declined with United States recording a 2% decrease. Canada recording a 1% decrease, in international recording an 18% decrease in operating days, respectively, when you compare to the same period in 2024. The company generated revenue of $411.2 million in the third quarter of 2025, a 5% decrease compared to revenue of $434.6 million generated in the third quarter of the prior year. For the 9 months ended September 30, 2025, the company generated revenue of $1.22 billion, a 3% decrease compared to revenue of $1.258 billion generated in the same period in 2024. Adjusted EBITDA for the third quarter of 2025 was $98.6 million, 17% lower than adjusted EBITDA of $119 million in the third quarter of 2024. Adjusted EBITDA for the 9 months ended September 30, 2025, totaled $282.3 million, 16% lower than adjusted EBITDA of $336.7 million generated in the same period in 2024. The 2025 decrease in adjusted EBITDA was primarily as a result of lower base revenue rates and onetime expenses related to activating and deactivating and moving drilling rigs. Offsetting the decrease in adjusted EBITDA was the favorable foreign exchange translation on U.S. dollar-denominated earnings. Depreciation expense in the first 9 months of 2025 was $252 million, a decrease of 4% compared to $261.8 million for the first 9 months of 2024. General and administrative expense in the third quarter of 2025 was 5% lower than in the third quarter of 2024. General and administrative expenses decreased primarily due to nonrecurring expenses incurred in the prior year and tight cost controls. Offsetting the decrease in the annual wage increases and the negative translation effect of converting U.S. dollar-denominated expenses. Interest expense decreased by 23% to $18.4 million from $23.8 million. The decrease is a result of lower debt levels and effective interest rates. During the second quarter of 2025, $40.8 million of debt was repaid for a total of $83.8 million, repaid during the first 9 months of 2025. The company has revised its previously announced debt reduction target of $600 million, which now will likely be achieved in the first half of 2026. The revision is a result of current industry conditions and the reinvesting into the company's -- company through capital expenditure. If the industry conditions change, these targets may be increased or decreased. Total debt net of cash has decreased $98.5 million during the first 9 months of 2025 due to debt repayments and foreign exchange translation on converting U.S. dollar-denominated debt. Net purchases of property and equipment for the third quarter of 2025 was $62.4 million consisting of $13.9 million in upgrade capital and $50.5 million in maintenance capital, offset by dispositions of $2 million. For 2025, maintenance CapEx budget is set at approximately $154 million and selective upgrade capital of approximately $35.5 million, of which $19 million is funded by the customer. The increase in upgrade capital expenditures in 2025 is due to the previously announced awarded 5-year contract for 2 additional rigs in the company's Oman operations as well as rigs being relocated from Canada to the United States. On that, I'll pass the call back to Bob. Robert Geddes: Thanks, Mike. So let's start with an operational update. The summer was quite active for us right across all of our world in a different country. So as we methodically grew rig count in the very active higher-margin, high spec triple and high-spec single rig type categories in North America. Let's start with Canada. Canadian drilling, we have 43 drilling rigs active today in Canada and expect to add a few more before year-end, and we expect to peak in the first quarter '26 of roughly 55. We're starting to see more and more clients go along in their contracts especially on the higher spec rigs. One example, we just signed 2 of our super high-spec triples on 3-year contracts, locking in $100 million of revenue, roughly $30 million EBITDA out to late 2028. While we have seen some spot market prices drop into the fourth quarter on the cold rigs as people try to get them going, we have generally been raising our prices in our 2 high utilization categories. Again, the high-spec single and the high-spec triple by about 2% a quarter. The trend for the entire year has been steadily moving up on these rig types as supply tightens. The value proposition is still valid for decline as we continue to perform by improving drilling efficiency, offsetting any rate increases. Also because the rig equipment is being run closer to its technical limits more and more, rate increases are quite just to offset the higher operating costs. We continue to see the Canadian market adopt our EDGE drilling rig automation more and more every quarter, which provides a high-margin bolt-on incremental revenue stream of anywhere from $1,000 to $2,600 a day across high-spec triples generally. We continue to address any upgrades that operators request by assisting the upgrade capital to be paid for by the operator with a notional rate increase or we adjust the day rate incrementally in order to achieve a 1-year payout or less on incremental capital with the incremental rate increase. Moving to the U.S. drilling. While the statement, drill, baby, drill, is true in the sense that more footage was drilled year-over-year, the problem is that because the rigs are drilling more footage per day, we have the same number of rigs making more whole. We are finding that the double-digit rig efficiency gains of years past has slowed into the single digits as we get closer to the technical limits of the rig equipment itself. This is good news and an indication that we are at or near a trough. Operators now focused on continued duplication of their best wells. We also have a situation where most operators are starting to look at Tier 2 acreage now as we move along in the future. We also saw the U.S. iredoil production close to 14 million barrels per day. So with the technical limits of rig establishing somewhat of a ceiling and with Tier 1 acreage finishing, we will need to see rig count move up if we were to hang on to 14 million barrels a day of production in the U.S. I have mentioned before, it's interesting to start hearing from operators more and more, the geologic headwinds are stronger than the tailwinds from technology and operational efficiency gains in the last 5 years. Again, another indication we have troughed. So in U.S. today, we have 41 high-spec rigs, mostly high-spec triples, out of our fleet of 70-plus high-spec ADRs operating across the U.S. California to the Rockies down into the Permian. Permian, of course, being our busiest area with roughly 25 rigs operating daily there. We've been able to increase our market share in the U.S. by about 50 bps through the year, the result of our high-performance rigs in cruise in concert with our EDGE Drilling Solutions technology. We're also starting to see some light at the end of the tunnel in California and expect mild increase in rig activity there. On that note, our EDGE Drilling rig controls product line continues to expand with increasing adoption of products like our ADS, the automated drill system, not only do we get a superior rate for our EDGE AutoPilot technology, we capture the upside value generated to the operator through performance metrics. Everybody wins. The operator delivers wellbores for lower cost and help derisk that with our PBI contract for at higher margins than Ensign. Our directional drilling business, which is essentially a proprietary mud motor rental business continues to improve some of the best motors of high-quality rebuild the longest runs in the Rockies. We're expecting a solid year for 2025. International, we have a fleet of 26 high-spec rigs that operate in 6 different countries outside of North America which are 13 are active today, up 2 from our last call. In Kuwait, we have been successful in contract extensions on both our 3,000-horsepower ADRs, taking us well into mid-2026. We started back up in Venezuela with the first rig a few months back. And just this week, we started up our second rig. As you know, there's a lot of things going on in Venezuela. Last call, we mentioned we had an unplanned incident in one of our ADR 2000s. In Argentina, happy to report that we're able to minimize the downtime of the operation by replacing this intersection and recommissioning that rig in record time, which manifested itself into landing another 1-year contract extension on that rig with a major. We have both our rigs in Argentina under long-term contracts now. In Oman, the new rigs we have undergoing extensive upgrades are on budget the on time with the first rig expected to be operational in December this year and the second rig in late March. This will add to the 3 ADRs currently under contract in Oman and bring us up to 5 eventually in '26. In Australia, we have 4 rigs active today with strong bid activity, which we feel will take us to 5 to 6 rigs by year-end. We're also successful in extending the contract out another year to the end of '26 on our Barrow Island rig. Moving to well servicing. We have a fleet of 88 well service rigs in North America, 41 in Canada, of which we operate 15 to 20 on any given day. Plus we have 47 well service rigs, primarily in the Rockies and California where we operate with relatively high utilization rates in the 70s consistently. Our U.S. well servicing business, which is focused primarily on Rockies and California has battled a tougher market and is off about 24% year-over-year for the quarter and is expecting not much change for the remainder of the year. We are seeing operators stick to their budgets and not accelerate any '26 plans into 2025. Our Canadian well service business folks focuses primarily on the heavy oil market, and that's been a very steady business with rates increasing at about 3% per quarter. Our technology, our EDGE AutoPilot drilling rig control system. In our last call, we reported that we successfully beta tested our Ensign EDGE Auto, Two-Phase control in conjunction with the DGS, Directional Guidance System. This paves the way for seamless control of automated directional drilling with those operators who utilized remote operating centers and utilize in-house DGS systems. I'm happy to report that we're now fully commercial with our EDGE, our Two-Phase control and are charging out our 4 rigs today with the possibility of placing that on a fifth rig for the same operator. We've also initiated the development of an Ensign EDGE state-of-the-art directional guidance system, DGS. We expect to be beta testing this mid-2026. With this, we'll be able to provide a complete and comprehensive drilling control system offering with all the bells and whistles -- excuse me. We have completed our bit of testing of our AutoDriller Max which will further increase penetration rates and be charged out with a daily base rate about $1,000 a day plus a variable per foot or per meter rate so that we can start capturing the upside on the cost and operational efficiencies that our technology enhancements provide to the operator. We plan to roll this out commercially later this year on both sides of the border. So with that summary, I'll turn it back to the operator for questions. Operator: [Operator Instructions]. Our first question comes from the line of Keith MacKey from RBC Capital. Keith MacKey: Maybe just want to start out in the U.S. Contract book looks like everything is currently under 6 months in length. Can you just talk about what do you think that means for where we are in the cycle and potential contract earnings going forward as we look to 2026? Robert Geddes: So we probably have, I would say, a quarter we tied up on annual contracts, Keith. It is a good question in the sense that it is a forward indicator of what operators are thinking. When they start to want to contract to sell longer. And we just responded to a bit here earlier in the week with a major -- and it's a 5-year contract. When we start to see operators asking us for 5-year contracts, it tells me they also believe we're at a trough. So that's a key indicator. Some of the other projects, of course, are smaller companies. They don't have the longer-term projects. They tend to contract a rig for 6 months, somewhere in there. So I think the takeaway is we're starting to see some indication. Like last year, we weren't negotiating anything in 5-year contracts. It was all 1-year contract. Keith MacKey: Yes. Got it. So U.S. operators are starting to, at least on a one-off basis, ask you for longer-term contracts, okay. Robert Geddes: Correct. And as I mentioned in the call, we also have Canada. We've got -- we signed up 1 for 3 years, and we're in the middle of negotiating another one for a longer term as well. So starting to see some indications. Keith MacKey: Yes. Okay. So maybe let's talk a little bit about Canada. Rig count is down year-over-year in Q3, certainly. But we've also seen some of your competitors or at least one of them move rigs back to Canada from the U.S. Can you just talk about the competitive dynamics in the deep capacity or the triple market right now? How is the market unfolding? Is capacity really as tight as you think it as we all think it is? Is there some telly doubles that are kind of taking up some capacity now in the market that you hope triples might displace? Just if you can help us reconcile any of those comments, that would be helpful. Robert Geddes: Yes. So the high-spec triples, the -- but let's say like the 1,200 horsepower class, triples the smaller end of the high spec triples. As you mentioned, we saw a competitor move a couple up into Canada and willing to foot the bill themselves for the upgrades. The higher spec, the 1,500 high-spec triples is tight enough where if an operator asked us to do that, they'd be paying for the whole bill to get it up here and they'd be paying for the upgrades. So it's a tighter market in the 1,500-horsepower class. The 1,200s start to bridge gap between the higher spec deeper telly doubles, but the 1,200s will win that game. So they're filling a little bit of the gap there. But the high-spec triples are definitely, as I mentioned, we were able to negotiate a 3-year contract with a rate increase and it's still a very tight market on the 1,500s. They're running about 80% utilization on those -- on that specific rig category, which is almost full utilization because that's -- you're going to move the rig and everything else. So you never get to 100% utilization. 80%, 85% is almost 100% in essence, from a bidding perspective. Keith MacKey: Yes. And Canada has always been a bit more of a smaller triple market relative to the U.S., but are you starting to see incremental demand for 1,500-horsepower triples? Robert Geddes: Well, yes, if the question is building up into another BCF of LNG, I think that's still a year out. We are seeing people wanting to make sure that the good rigs they have, they keep. So they're able to look into the future at least 3 years and go, hey, these good rigs you want to keep. So they're getting signed up. We have conversations ongoing with a few operators on current rigs that they're using. They're saying, what would it cost to upgrade it with the high-torque top drive, notional items like that. It is a tight market, but we're still a long ways away. We're $20,000 a day for any new build metrics. Operator: Our next question comes from the line of Tim Monachello from ATB Capital Markets. Tim Monachello: Looking at the international market, you guys have done a pretty good job of reactivating equipment. Venezuela, can you talk a little bit about the dynamics at play there? And maybe your view or visibility to those 2 rigs running into 2026 here? Robert Geddes: You're talking in Venezuela or... Tim Monachello: Yes, in Venezuela. Robert Geddes: Yes, yes. Who the hell knows? Quite seriously. It is a dynamic file for sure. We've got a great team down there that our team are Venezuelans. So we've got a client that runs with OFAC. So it's at the whim. But you all read the same thing we do. There's a lot of tension there. I think that it could play out well. But in any case, we don't have to put any capital into these rigs. When we started them up a year ago, the operator wanted new top drives, we said, you buy them, we'll put it on the rig and we'll own them, but you're going to buy them. So we haven't put any cash into the rigs. And we're able to get U.S. dollars out. That's our contracts. And it's only 2 rigs in our world of 100 rigs running every day. But it's certainly a little bit of excitement there for sure. But I'm thinking that it plays out better in '26 than the up and down we saw in '25. But who knows? Tim Monachello: Okay. So essentially, they're on like well-to-well programs and kind of... Robert Geddes: We signed contracts. Yes. We signed 6-month contracts and they just roll over. Tim Monachello: Okay. Got it. And then is there any I guess, visibility into additional rig deployments in the Middle East for '26? Robert Geddes: So as you know, we're major upgrades on 2 ADRs in Oman. And we've got quite a good brand in Oman. The Ensign brand is really the gold standard for operations. And we're always in conversation with -- we've got a mobile rig fleet of 186 rigs around the world that we can put in the different areas. As you saw, we moved 2 from Canada to the U.S. could we move 1,500s from the U.S. into the Middle East? Yes, could we move a 2,000-horsepower from the Middle East into the U.S.? Yes. I mean it all depends on the commercial situation. So we've got a lot of flexibility and mobility of rigs. Tim Monachello: Okay. And then in the U.S., I just want to circle back on the contract terms that Keith was discussing. And I'm curious, given that you see a customer coming looking for 5-year contracts, like the market is not -- I don't think anybody is saying the market is tight in the U.S. So do you think that that's more opportunistic, somebody looking out a couple of years and saying, hey, these are pretty good rates right now, I want to lock them in? Or is there something more structural or something -- some other factor that maybe I'm not considering here? Robert Geddes: I think that when an operator is going and looking for 15 to 20 rigs of different -- in different areas with certain specs, all of a sudden, that tightens the field that or have the ability to bid and meet those specs. So they -- I find some of the majors every 5 years, they'll want to tighten up their rig spec because they now know what is good for what areas and then they go out to bid and they go, here's what we want, tighten up your rig spec and it's usually a high-spec rig spec and let's go forward. And usually, it involves some capital, different companies address that differently and hence, why they usually go out for a 5-year contract as well because they're going, hey, we want to put this on the rig. They do know that contractors are not going to spend a bunch of money on the way it's going to go well. Tim Monachello: Would you entertain a 5-year contract at current rates? Or would you need significant premiums to current market rates or spot rates as well? Robert Geddes: Yes. Yes, we would ask for the operator to provide the grade capital. And it depends on the situation. We have -- we would propose rates at -- with PBI contracts are in the low 30s. That's kind of where we'd be low to mid-30s, which is probably in the upper quartile of our pricing spot bid pricing is lower than that. We would not entertain pricing lower than that for that type of term. And we usually put escalators in those types of contracts as well. Obviously, we have a cost base coverage on any escalation. But if someone said, can you hold your current rate of 5 years, we'd probably be a no to that, and we'd be showing some rate increases forward, and we'd be asking the operator for all the upgrade capital upfront. Tim Monachello: Okay. That's helpful. And then I wanted to circle back again on your comments in your prepared remarks regarding drilling efficiency and geological decline. Are you -- anecdotally, we've been hearing with that for a long time or at least perhaps anticipating it on the horizon. Are you seeing anything in the field like are you seeing your rigs working in Tier 2 acreage more often now or any other sort of tangible evidence that you're seeing acreage declines? Robert Geddes: Well, it's one of those things, people define their acreage differently. There's -- I remember, companies 3 or 4 years ago, had 5 levels of tier. And then some today are going, we have Tier 1, Tier 2, Tier 3. And then there's no real strong definition. We do hear people talk more about, hey, in 2026, we'll be starting to go more Tier 2 acreage. But no one comes up and says, okay, we want you to go to this Tier 2 play and go drill it or go to this Tier 1 play and drill it. It's more the notional conversations. And of course, Tier 2 were not as productive as Tier 1. They are drilling the Tier 1 first. But we're seeing and hearing them talk more about it. So there must be some truth to it. Tim Monachello: I guess on the leading edge, are you seeing any of your operators starting to increase activity? Robert Geddes: We have, I would say, for '25, it's been a budget exhaustion. They've been holding on to their -- our rigs. We've got 2 operators that increased our rig count because of our performance. But you've seen the rig count. You know the rig count as well as I do, it's stuck at 250 in the Permian, about 550 in the U.S. But we are drilling more footage year-over-year, but the rate of increase is now into the single digits. We're running about 5% to 6% more footage drilled per rig where 2, 3 years ago, we were 14%, 15% year-over-year. So we're starting to hit that speed of sound, the technical limit of the equipment is what we're starting to see. And you're seeing operators start to think more about doing a U-turn coming back on their acreage, relooking at their acreage. So those are indications that to hang on to 14 million barrels a day. They're going to have to -- I believe we've troughed at the rig count that we're at today are pretty close to it, let's put it that way, is what the data would tell us. Tim Monachello: Got it. And then the U.S. last question for me. Are you seeing any opportunities in gas stations? Robert Geddes: Well, a little blip in gas this week. But no, and here's why. The gas oil ratio in the Permian as you increase production, the gas oil ratio is going up, which means about a Bcf a year. So takeaway capacity is going up from 3 to 4 to 5 moving up as we increase production of the Permian and gas oil ratios go up. So we're not seeing -- we've got anecdotally, 1 or 2 clients that are saying, hey, we want to maybe go drill a Haynesville well, but it hasn't moved the needle much, no. Operator: Our next question is from Aaron MacNeil from TD Cowen. Aaron MacNeil: Mike, this one is for you. I think, obviously, I can appreciate all the reasons for the pushout of the $600 million debt reduction target. I guess the question is, when you inevitably hit that target, what's sort of next from a capital allocation perspective? Michael Gray: Yes. I think at that point in time, I mean, you look at what's the best use of proceeds. I mean from our point of view, I mean debt reduction is still going to be key. So you'd probably get to that 1, 1.5x debt to EBITDA. So that will be probably another 1.5 years away from that happening. So our view would still be paying off debt, lowering your interest costs which gives you free cash flow into the perpetuity. So yes, I think we'd definitely take a look at it. But debt reduction is still going to be our focus for the next while. Robert Geddes: Yes, complete full discipline on that, absolutely. Aaron MacNeil: Fair enough. And then maybe to build on one of Tim's questions. How do you think about scale in all these international jurisdictions that you operate in? And would you ever consider exiting some of these markets as another potential source of deleveraging to the extent that you could find an interested buyer? Robert Geddes: Yes. Well, we typically don't run. We typically figure out, get through because we understand there's cycles in every area. I suppose Libya is the only area in the world that we've ever left because the Board just took over the equipment. But you've seen how we've managed through Venezuela. You've seen how we've managed through Argentina. To answer your question on scale, we like to get to 5 rigs running in any given area to appropriately manage supply chain and overhead and operational supervision. That's kind of the target. So in Australia, we're there. Venezuela, where we're not, for obvious reasons. Argentina, we only have 2 rigs there. We're in discussions with some people for perhaps a few more rigs. But we'd like to get the 5 there. In the Middle East, we throw a blanket over the Middle East, Oman will be to 5. Kuwait, we have full utilization there with 2 big rigs. And those are 3,000-horsepower rigs, and those rigs don't grow on trees. There's $60 million to $70 million rigs rates are not conducive to add any into that area nor are they looking. So that's how we look at the world. We're also not interested in going into any new markets either. We'd rather double down and get more of the markets we're in and increase efficiency that way. Operator: Our next question is from Josef Schachter from Schachter Energy Research. Josef Schachter: Bob and Michael. Mike, I just want to cover 1 issue that's been covered in the new issue. Going back to the debt, if EBITDA grows and we get $70, $80 oil a couple of years down the road, is the target to have something like $500 million of debt from the $925 million. And are you looking in your guidance for 2026 to give us a number like $100 million each year kind of number? Like I'm trying to get a feel for the progression of debt reduction. Michael Gray: Yes. No guidance for '26 as of yet. But I mean if you kind of look at break consensuses and how CapEx kind of flows out, I mean, it should be $100 million, in excess of $100 million. When we look at the overall debt level, I mean, yes, that $500 million is probably a good number to get to, just given the volatility we see in the market and pre-the Trinidad transaction, we were kind of around that $500 million-ish. Give or take, so I think around that would be a reasonable bumps to kind of run forward, and that gives you the kind of the flexibility to deal with the ups and downs. Josef Schachter: Okay. And then, Bob, I'm reading stuff from -- and listening to interviews, Comstock is talking about drilling 19,000 vertical insulating pipe because 400 degrees Fahrenheit and needing to stack 30,000 feet of pipe. Is that a totally new class of rig? Or can you handle drilling for these deeper zones that are -- that Comstock and others that are going after? Robert Geddes: Yes. No, we absolutely have -- over the last 1.5 years, we've been -- we have a few rigs that can rack 30,000 to 35,000 feet of pipe. We've got no less than 4 or 5 rigs right now that have been modified to that to be able to handle that with 5.5-inch pipe and handle that 30,000-plus racking capacity on pad work with 5.5-inch pipe. So that's not uncommon for us now. We have lots of those kind of conversations. Josef Schachter: Any potential signing up? Or is it just early conversation days? Robert Geddes: No, no, these are rigs that have been modified and are under contract. Yes, it's not a notion. It's happening, yes. Josef Schachter: Yes. Is this your highest day rate rigs? Robert Geddes: Yes, it would be. Yes. Operator: Our next question is from [ Marvin Mameda ] from [ Mucinex ]. Unknown Analyst: Congrats on the release. I had a quick question about the client funded CapEx. When will we see that hitting your cash flow statement, I don't think it has yet, right? Michael Gray: Part of it has. So you'll see it throughout the next sort of 6 to 12 months. So contractually, there are some things that need to be completed for some of the funding to go through. Yes, you'll see it sort of over the next 6 to 12 months. Unknown Analyst: Basically, you're getting paid by the clients after you spend the money within 6 months? Michael Gray: I know there's some prepayments as well. Unknown Analyst: And could you clarify on those 2 rigs signed in Canada. So you said it would be $100 million over the course of 3 years in revenues for each or... Michael Gray: Correct. Robert Geddes: $100 million total for 3 years, yes. Unknown Analyst: But over 3 years at 30% EBITDA margin. Robert Geddes: Right, for both rigs combined. Unknown Analyst: Yes, thank you. Operator: There are no questions at this time. Please continue. Robert Geddes: Okay. I'll move forward to closing statement then. Obviously, the last few months have been a roller coaster with the global markets unsettled and the tariff negotiations, which has impacted, to some extent, some cost of business notionally until now could impact it more if they stay on the cost side of certain pieces of equipment that, again, we typically pass on to operators as escalation. Looking forward, we continue to execute the plan on reducing debt while delivering the highest performing operations safely around the world. As I mentioned earlier, we increased our forward contract booked by roughly $0.25 billion now up close to $1.1 billion of forward revenue booked under contract. We continue to push operations or operators to fund upgrades, and we are still very stingy on capital. We are right on track with our maintenance CapEx program and can manage nicely operating 95 to 100 drill rigs and 50 well service rigs daily around the world in this commodity pricing environment. So with that, we'll look forward to our next report in the New Year. Thanks for calling in. Operator: This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.