SiteOne Landscape Supply Announces Second Quarter 2025 Earnings
'We are pleased to report continued solid results in the second quarter with 3% Net sales growth and 8% growth in Adjusted EBITDA 1, despite softer end markets. We are executing our initiatives well, achieving excellent SG&A leverage, good gross margin improvement, and continuing to gain market share,' said Doug Black, SiteOne's Chairman and CEO. 'We expect our end markets to remain soft during the remainder of the year, but we should benefit from positive price inflation and will continue to benefit from the execution of our initiatives. Accordingly, we remain confident in our ability to successfully navigate through the market headwinds. We completed four acquisitions year-to-date and expect to continue adding companies to SiteOne during the remainder of the year. Overall, we are gaining momentum as a company and strengthening our capabilities despite the challenging economic conditions. With a leading market position, a winning strategy, and exceptional teams, we are confident that we can deliver superior value to our customers and suppliers and produce excellent returns for our shareholders in the coming years through organic growth, acquisition growth, and Adjusted EBITDA margin expansion.'
Second Quarter 2025 Results
Net sales for the Second Quarter 2025 increased to $1,461.6 million, or 3%, compared to $1,413.9 million for the prior year period. Organic Daily Sales were flat compared to the prior year period as solid growth in the maintenance end market was offset by softer demand in the new residential construction and repair and upgrade end markets. Acquisitions contributed $40.9 million, or 3%, to Net sales growth for the quarter.
Gross profit increased 4% to $531.4 million for the Second Quarter 2025 compared to $510.3 million for the prior year period. Gross margin expanded 30 basis points to 36.4%, primarily driven by improved price realization, benefits from our initiatives, and a positive contribution from acquisitions.
Selling, general and administrative expenses ('SG&A') for the Second Quarter 2025 increased to $349.1 million from $343.8 million for the prior year period. SG&A as a percentage of Net sales decreased 40 basis points to 23.9%, compared to 24.3% for the prior year period. The operating leverage improvement reflects our actions to increase efficiency and better align operating costs with the current market demand.
Net income attributable to SiteOne for the Second Quarter 2025 increased to $129.0 million, or 7%, compared to $120.2 million for the prior year period, driven by increased Net sales, improved gross margin and SG&A leverage.
Adjusted EBITDA 1 for the Second Quarter 2025 increased 8% to $226.7 million, compared to $210.5 million for the prior year period. Adjusted EBITDA margin improved 60 basis points to 15.5%.
Net debt, calculated as long-term debt (net of issuance costs and discounts) plus finance leases, net of Cash and cash equivalents on our balance sheet as of June 29, 2025, was $531.6 million compared to $523.6 million as of June 30, 2024. Net debt to Adjusted EBITDA 1 for the last twelve months was 1.3 times, which was unchanged compared to the prior year period.
As of June 29, 2025, Cash and cash equivalents was $78.6 million and available capacity under the ABL Facility was $499.3 million.
Outlook
'We expect the end market demand in new residential construction (21% of sales) and repair and upgrade (30% of sales) to continue to be soft during the remainder of the year due to ongoing economic uncertainty, elevated interest rates, weak consumer confidence, and low existing home sales. The maintenance end market (35% of sales) should continue to grow modestly, and we expect new commercial construction demand (14% of sales) to be flat. We expect pricing, which was flat in the second quarter, to be flat in the third quarter and up 1% to 2% in the fourth quarter, dampened primarily by grass seed deflation,' Black continued. 'With the benefit of our commercial initiatives, we expect sales volume to be modestly positive, yielding low single-digit Organic Daily Sales growth for the remainder of the year. Our results so far in July support this trend. With strong cost control, focus branch improvement, improved price realization, and contributions from acquisitions, we expect to expand Adjusted EBITDA margin for the full year 2025.'
Given these trends, we continue to expect our full year Adjusted EBITDA to be in the range of $400 million to $430 million. Our guidance does not include any contributions from unannounced acquisitions.
Reconciliation for the forward-looking full year 2025 Adjusted EBITDA outlook is not being provided, as the Company does not currently have sufficient data to accurately estimate the variables and individual adjustments for such reconciliation.
Conference Call Information
SiteOne management will host a conference call today, July 30, 2025, at 8:00 a.m. Eastern Time, to discuss the Company's financial results. The conference call can also be accessed by dialing 877-704-4453 (domestic) or 201-389-0920 (international), or by clicking on this link for instant telephone access to the call. A telephonic replay will be available approximately three hours after the call by dialing 844-512-2921, or for international callers, 412-317-6671. The passcode for the replay is 13754709. The replay will be available until 11:59 p.m. (ET) on August 13, 2025.
Interested investors and other parties can listen to a webcast of the live conference call by logging onto the Investor Relations section of the Company's website at http://investors.siteone.com. The online replay will be available for 30 days on the same website immediately following the call. A slide presentation highlighting the Company's results and key performance indicators will also be available on the Investor Relations section of the Company's website.
To learn more about SiteOne, please visit the company's website at http://investors.siteone.com.
About SiteOne Landscape Supply, Inc.
SiteOne Landscape Supply, Inc. (NYSE: SITE), is the largest and only national full product line wholesale distributor of landscape supplies in the United States and has an established presence in Canada. Its customers are primarily residential and commercial landscape professionals who specialize in the design, installation and maintenance of lawns, gardens, golf courses and other outdoor spaces.
Forward-Looking Statements
This release contains 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to our acquisition pipeline, organic and acquisition growth, and 2025 Adjusted EBITDA outlook. Some of the forward-looking statements can be identified by the use of terms such as 'may,' 'intend,' 'might,' 'will,' 'should,' 'could,' 'would,' 'expect,' 'believe,' 'estimate,' 'anticipate,' 'predict,' 'project,' 'potential,' or the negative of these terms, and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to predict all of them. Factors that may cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: cyclicality in residential and commercial construction markets; general business, financial market, and economic conditions including challenges created, in part by the imposition of U.S. tariffs and broader geopolitical conflicts, and the resulting economic concerns, market fluctuations and volatility, declines in consumer sentiment and impact on the price, and demand for, our products; severe weather and climate conditions; seasonality of our business and its impact on demand for our products; prices for the products we purchase may fluctuate including as a result of commodity price deflation; market variables, including inflation and elevated interest rates for prolonged periods; increases in operating costs; climate, environmental, health and safety laws and regulations; hazardous materials and related materials; laws and government regulations applicable to our business that could negatively impact demand for our products; public perceptions that our products and services are not environmentally friendly or that our practices are not sustainable; competitive industry pressures, including competition for our talent base; supply chain disruptions (including as a result of the imposition of U.S. tariffs), product or labor shortages, and the loss of key suppliers; inventory management risks; ability to implement our business strategies and achieve our growth objectives; acquisition and integration risks, including increased competition for acquisitions; risks associated with our large labor force and our customers' labor force and labor market disruptions; retention of key personnel; construction defect and product liability claims; impairment of goodwill; adverse credit and financial markets events and conditions; inefficient or ineffective allocation of capital; credit sale risks; performance of individual branches; cybersecurity incidents involving our systems or third-party systems; failure or malfunctions in our information technology systems; security of personal information about our customers; intellectual property and other proprietary rights; unanticipated changes in our tax provisions, including those resulting from the passage of the One Big Beautiful Bill Act; threats from terrorism, violence, uncertain political conditions, and geopolitical conflicts such as the ongoing conflict between Russia and Ukraine, the conflict in the Gaza Strip, and unrest in the Middle East; risks related to our current indebtedness, including with respect to elevated interest rates on our variable indebtedness, and our ability to obtain financing in the future; financial institution disruptions; risks related to our common stock; and other risks, as described in Item 1A, 'Risk Factors', and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 29, 2024, as may be updated by subsequent filings under the Securities Exchange Act of 1934, as amended, including Forms 10-Q and 8-K.
Non-GAAP Financial Information
This release includes certain financial information, not prepared in accordance with U.S. GAAP. Because not all companies calculate non-GAAP financial information identically (or at all), the presentations herein may not be comparable to other similarly titled measures used by other companies. Further, these measures should not be considered substitutes for the information contained in the historical financial information of the Company prepared in accordance with U.S. GAAP that is set forth herein.
We present Adjusted EBITDA in order to evaluate the operating performance and efficiency of our business. EBITDA represents Net income (loss) plus the sum of income tax expense (benefit), interest expense, net of interest income, and depreciation and amortization. Adjusted EBITDA represents EBITDA as further adjusted for stock-based compensation expense, (gain) loss on sale of assets and termination of finance leases not in the ordinary course of business, financing fees, as well as other fees and expenses related to acquisitions, and other non-recurring (income) loss. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest. Adjusted EBITDA does not include pre-acquisition acquired Adjusted EBITDA. Adjusted EBITDA is not a measure of our liquidity or financial performance under U.S. GAAP and should not be considered as an alternative to Net income, operating income or any other performance measures derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. The use of Adjusted EBITDA instead of Net income has limitations as an analytical tool. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies, limiting its usefulness as a comparative measure. Net debt is defined as long-term debt (net of issuance costs and discounts) plus finance leases, net of Cash and cash equivalents on our balance sheet. Leverage Ratio is defined as Net debt to trailing twelve months Adjusted EBITDA. We define Organic Daily Sales as Organic Sales divided by the number of Selling Days in the relevant reporting period. We define Organic Sales as Net sales, including Net sales from newly-opened greenfield branches, but excluding Net sales from acquired branches until they have been under our ownership for at least four full fiscal quarters at the start of the fiscal year. Selling Days are the number of business days, excluding Saturdays, Sundays, and holidays, that SiteOne branches are open during the relevant reporting period.
SiteOne Landscape Supply, Inc.
Assets
December 29, 2024
Current assets:
Cash and cash equivalents
$
78.6
$
107.1
Accounts receivable, net of allowance for doubtful accounts of $27.3 and $26.9, respectively
648.3
547.1
Inventory, net
1,016.3
827.2
Income tax receivable
—
12.3
Prepaid expenses and other current assets
73.5
55.9
Total current assets
1,816.7
1,549.6
Property and equipment, net
304.1
292.1
Operating lease right-of-use assets, net
415.5
415.3
Goodwill
522.6
518.1
Intangible assets, net
237.8
261.0
Deferred tax assets
18.9
18.5
Other assets
17.3
16.2
Total assets
$
3,332.9
$
3,070.8
Liabilities, Redeemable Non-controlling Interest, and Stockholders' Equity
Current liabilities:
Accounts payable
$
391.4
$
315.5
Current portion of finance leases
32.6
29.7
Current portion of operating leases
89.8
90.2
Accrued compensation
71.4
70.9
Long-term debt, current portion
3.9
4.3
Income tax payable
22.3
—
Accrued liabilities
143.6
130.2
Total current liabilities
755.0
640.8
Other long-term liabilities
10.1
11.0
Finance leases, less current portion
107.7
100.9
Operating leases, less current portion
341.5
342.3
Long-term debt, less current portion
466.0
383.9
Total liabilities
1,680.3
1,478.9
Commitments and contingencies
Redeemable non-controlling interest
22.3
19.4
Stockholders' equity:
Common stock, par value $0.01; 1,000,000,000 shares authorized; 45,677,260 and 45,601,760 shares issued, and 44,494,187 and 44,913,296 shares outstanding at June 29, 2025 and December 29, 2024, respectively
0.5
0.5
Additional paid-in capital
639.5
626.5
Retained earnings
1,141.6
1,039.9
Accumulated other comprehensive loss
(5.0
)
(6.1
)
Treasury stock, at cost, 1,183,073 and 688,464 shares at June 29, 2025 and December 29, 2024, respectively
(146.3
)
(88.3
)
Total stockholders' equity
1,630.3
1,572.5
Total liabilities, redeemable non-controlling interest, and stockholders' equity
$
3,332.9
$
3,070.8
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SiteOne Landscape Supply, Inc.
(In millions, except share and per share data)
Three Months Ended
Six Months Ended
June 29, 2025
June 30, 2024
June 29, 2025
June 30, 2024
Net sales
$
1,461.6
$
1,413.9
$
2,401.0
$
2,318.7
Cost of goods sold
930.2
903.6
1,559.8
1,507.2
Gross profit
531.4
510.3
841.2
811.5
Selling, general and administrative expenses
349.1
343.8
692.3
671.5
Other income
5.1
3.1
9.0
7.3
Operating income
187.4
169.6
157.9
147.3
Interest and other non-operating expenses, net
10.3
9.0
17.7
15.7
Income before taxes
177.1
160.6
140.2
131.6
Income tax expense
45.0
40.0
35.6
30.3
Net income
132.1
120.6
104.6
101.3
Adjustment of non-controlling interest to redemption value
1.9
—
1.9
—
Net income per common share:
Diluted
$
2.86
$
2.63
$
2.25
$
2.21
Weighted average number of common shares outstanding:
Basic
44,817,997
45,266,829
44,951,303
45,265,407
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SiteOne Landscape Supply, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(In millions)
Six Months Ended
June 29, 2025
June 30, 2024
Cash Flows from Operating Activities:
Net income
$
104.6
$
101.3
Adjustments to reconcile Net income to net cash provided by operating activities:
Amortization of finance lease right-of-use assets and depreciation
40.1
35.8
Stock-based compensation
15.9
14.3
Amortization of software and intangible assets
30.6
31.7
Amortization of debt related costs
0.5
0.7
Gain on sale of equipment
(0.7
)
(1.3
)
Other
(5.1
)
(1.6
)
Changes in operating assets and liabilities, net of the effects of acquisitions:
Receivables
(100.3
)
(109.9
)
Inventory
(187.0
)
(97.9
)
Income tax receivable
12.3
—
Prepaid expenses and other assets
(13.8
)
(3.1
)
Accounts payable
77.0
67.4
Income tax payable
22.3
19.7
Accrued expenses and other liabilities
10.7
(9.0
)
Net Cash Provided By Operating Activities
$
7.1
$
48.1
Cash Flows from Investing Activities:
Purchases of property and equipment
(29.1
)
(21.0
)
Purchases of intangible assets
(0.3
)
(3.1
)
Acquisitions, net of cash acquired
(10.8
)
(99.1
)
Proceeds from the sale of property and equipment
2.3
3.4
Net Cash Used In Investing Activities
$
(37.9
)
$
(119.8
)
Cash Flows from Financing Activities:
Equity proceeds from common stock
1.0
4.5
Repurchases of common shares
(58.3
)
(19.8
)
Repayments under term loan
(2.0
)
(1.9
)
Borrowings on asset-based credit facilities
266.6
335.2
Repayments on asset-based credit facilities
(183.0
)
(235.1
)
Payments on finance lease obligations
(15.8
)
(12.3
)
Payments of acquisition related contingent obligations
(2.7
)
(3.0
)
Other financing activities
(4.5
)
(6.2
)
Net Cash Provided By Financing Activities
$
1.3
$
61.4
Effect of exchange rate on cash
1.0
(0.3
)
Net change in cash
(28.5
)
(10.6
)
Cash and cash equivalents:
Beginning
107.1
82.5
Ending
$
78.6
$
71.9
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for interest
$
16.3
$
15.1
Cash paid during the year for income taxes
$
1.0
$
11.1
Expand
SiteOne Landscape Supply, Inc.
Adjusted EBITDA to Net Income Reconciliation (Unaudited)
(In millions)
The following table presents a reconciliation of Adjusted EBITDA to Net income (loss):
2025
2024
2023
Qtr 2
Qtr 1
Qtr 4
Qtr 3
Qtr 2
Qtr 1
Qtr 4
Qtr 3
Reported Net income (loss)
$
132.1
$
(27.5
)
$
(21.5
)
$
44.6
$
120.6
$
(19.3
)
$
(3.4
)
$
57.3
Income tax expense (benefit)
45.0
(9.4
)
(10.1
)
15.8
40.0
(9.7
)
(5.0
)
17.5
Interest expense, net
10.3
7.4
6.7
9.5
9.0
6.7
6.5
6.4
Depreciation and amortization
35.3
35.4
35.6
35.9
34.6
32.9
34.6
31.3
EBITDA
222.7
5.9
10.7
105.8
204.2
10.6
32.7
112.5
Stock-based compensation (a)
2.3
13.6
5.5
5.2
3.8
10.5
5.0
5.0
(Gain) loss on sale of assets (b)
(0.5
)
(0.2
)
1.5
0.3
(0.3
)
(1.0
)
(0.1
)
(0.2
)
Financing fees (c)
—
—
—
0.5
—
—
—
0.4
Acquisitions and other adjustments (d)
2.2
3.1
14.1
3.0
2.8
1.0
2.3
2.1
Adjusted EBITDA (e)
$
226.7
$
22.4
$
31.8
$
114.8
$
210.5
$
21.1
$
39.9
$
119.8
Expand
________________________
(a)
Represents stock-based compensation expense recorded during the period.
(b)
Represents any gain or loss associated with the sale of assets and termination of finance leases not in the ordinary course of business.
(c)
Represents fees associated with our debt refinancing and debt amendments.
(d)
Represents professional fees and settlement of litigation, performance bonuses, and retention and severance payments related to historical acquisitions. Also included is the cost of inventory that was stepped up to fair value during the second quarter of 2024 related to the purchase accounting of Devil Mountain and charges during the fourth quarter of 2024 for consolidating or closing certain locations acquired in connection with our acquisition of Pioneer Landscape Centers, Inc. and JLL Pioneer LLC. We cannot predict the timing or amount of any such fees or payments. These amounts are recorded in Cost of goods sold and Selling, general and administrative expenses in the Consolidated Statements of Operations.
(e)
Adjusted EBITDA excludes any earnings or loss of acquisitions prior to their respective acquisition dates for all periods presented. Adjusted EBITDA includes Adjusted EBITDA attributable to non-controlling interest of $1.8 million and $0.3 million for the second and first quarter of 2025, respectively, and $0.8 million, $0.8 million, and $0.9 million for the fourth, third, and second quarter of 2024, respectively.
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SiteOne Landscape Supply, Inc.
Organic Daily Sales to Net Sales Reconciliation
(In millions, except Selling Days; unaudited)
The following table presents a reconciliation of Organic Daily Sales to Net sales:
2025
2024
Qtr 2
Qtr 1
Qtr 2
Qtr 1
Reported Net sales
$
1,461.6
$
939.4
$
1,413.9
$
904.8
Organic Sales (a)
1,394.0
894.3
1,387.2
904.8
Acquisition contribution (b)
67.6
45.1
26.7
—
Selling Days
64
64
64
64
Organic Daily Sales
$
21.8
$
14.0
$
21.7
$
14.1
Expand
________________________
(a)
Organic Sales equal Net sales less Net sales from branches acquired in 2025 and 2024.
(b)
Represents Net sales from acquired branches that have not been under our ownership for at least four full fiscal quarters at the start of the 2025 Fiscal Year. Includes Net sales from branches acquired in 2025 and 2024
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The change does not impact the Company's financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial measures presented in this press release have been recast to conform to the current presentation. (2) The Company has disclosed financial measurements in this earnings release that present financial information considered to be non-GAAP financial measures. These measurements are not a substitute for GAAP measurements, although the Company's management uses these measurements as an aid in monitoring the Company's on-going financial performance. The non-GAAP net earnings attributable to Coherent Corp., the non-GAAP diluted earnings per share, the non-GAAP operating income, the non-GAAP gross margin, the non-GAAP research and development, the non-GAAP selling, general and administration, the non-GAAP operating expenses, the non-GAAP interest and other (income) expense, and the non-GAAP income tax, measure earnings and operating income (loss), respectively, excluding non-recurring or unusual items that are considered by management to be outside the Company's standard operation and excluding certain non-cash items. There are limitations associated with the use of non-GAAP financial measures, including that such measures may not be entirely comparable to similarly titled measures used by other companies, due to potential differences among calculation methodologies. Thus, there can be no assurance whether (i) items excluded from the non-GAAP financial measures will occur in the future or (ii) there will be cash costs associated with items excluded from the non-GAAP financial measures. The Company compensates for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by providing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures. Investors should consider adjusted measures in addition to, and not as a substitute for, or superior to, financial performance measures prepared in accordance with GAAP. All non-GAAP amounts exclude certain adjustments for share-based compensation, acquired intangible amortization expense, restructuring charges (recoveries), impairment of assets held-for-sale, integration and site consolidation expenses, integration transaction expenses, and various one-time adjustments. See Table 6 for the Reconciliation of GAAP measures to non-GAAP measures. Product Highlights – Fourth Quarter Fiscal 2025 First Revenue from 1.6T Datacom Transceivers. Commenced revenue shipments of our 1.6T transceiver products, enabling high-performance AI datacenter applications. First Revenue from Optical Circuit Switch (OCS). Achieved initial revenue for our differentiated liquid-crystal OCS platform, which we estimate will expand our addressable data center market opportunity by over $2 billion by 2030. Advanced Cooling for AI Datacenters. Introduced a new diamond silicon carbide composite material with enhanced thermal conductivity for cooling xPUs in AI datacenters. Industry-first 600W Excimer Laser for Energy Applications. Launched a new excimer laser platform optimized for high-temperature superconductor tape production for emerging energy technologies including Outlook – First Quarter Fiscal 2026(1) We expect the sale of our Aerospace and Defense business to close this quarter. As a result, the following outlook excludes approximately $20 million in Aerospace and Defense revenue that we expect will occur after we close the sale. Revenue for the first quarter of fiscal 2026 is expected to be between $1.46 billion and $1.60 billion. Gross margin for the first quarter of fiscal 2026 is expected to be between 37.5% and 39.5% on a non-GAAP basis. Total operating expenses for the first quarter of fiscal 2026 are expected to be between $290 million and $310 million on a non-GAAP basis. Tax rate for the first quarter of fiscal 2026 is expected to be between 18% and 22% on a non-GAAP basis. EPS for the first quarter of fiscal 2026 is expected to be between $0.93 and $1.13 on a non-GAAP basis. ___________________(1) The Company has not provided a quantitative reconciliation of forward-looking non-GAAP gross margin percentage, non-GAAP operating expenses, non-GAAP tax rate and non-GAAP earnings per share, because we cannot, without unreasonable efforts, forecast certain items required to develop comparable GAAP measures. These items include, without limitation, restructuring charges, integration, site consolidation and other expenses, foreign exchange gains (losses), and share based compensation expense. The variability of these items could significantly impact our future GAAP financial results and we believe that the inclusion of any such reconciliations would imply a degree or precision that could be confusing or misleading to investors. Investor Conference Call / Webcast Details Coherent will review the Company's financial results for its fourth quarter of fiscal 2025 and business outlook on Wednesday, August 13, at 5:00 p.m. ET. A live webcast and replay of the conference call will be available on the Investor Relations section of the Company's website at The Company's financial guidance will be limited to the comments on its public quarterly earnings call and the public business outlook statements contained in this press release. Additional Information and Where to Find It In connection with the conference call described above, the Company intends to file an investor presentation as an exhibit to a Current Report on Form 8-K filed with the Securities and Exchange Commission ('SEC') and to post the investor presentation on the Company's website at after market close on August 13, 2025. We also may, from time to time, post other important information for investors on our website at We intend to use our website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should review the Investor Relations page of our website referenced above, in addition to following the Company's press releases, SEC filings, and public conference calls, presentations, and webcasts. Investors and security holders are able to obtain free copies of these documents through the Company's website referenced above. Copies of the documents filed by the Company with the SEC may be obtained free of charge on the Company's website at The information contained on, or that may be accessed through, the Company's website is not incorporated by reference into, and is not part of, this release. Forward-Looking Statements This press release contains statements, estimates, and projections that constitute 'forward-looking statements' as defined under U.S. federal securities laws – including our estimates and projections for our business outlook for the first quarter of fiscal 2026, each of which is made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and relate to the Company's performance on a going-forward basis. The forward-looking statements contained herein are subject to certain risks and uncertainties that could cause the Company's actual results to differ materially from its historical experience and our present expectations or projections. The Company believes that all forward-looking statements made by it herein have a reasonable basis, but there can be no assurance that management's expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements herein include but are not limited to: (i) the failure of any one or more of the assumptions stated herein to prove to be correct; (ii) the terms of the Company's indebtedness and ability to service such debt in connection with its acquisition of Coherent, Inc., (iii) risks relating to future integration and/or restructuring actions; (iv) fluctuations in purchasing patterns of customers and end users; (v) the ability of the Company to retain and hire key employees; (vi) changes in demand in the Company's end markets along with the Company's ability to respond to such market changes; (vii) the timely release of new products and acceptance of such new products by the market; (viii) the introduction of new products by competitors and other competitive responses; (ix) the Company's ability to assimilate other recently acquired businesses, and realize synergies, cost savings, and opportunities for growth in connection therewith, together with the risks, costs, and uncertainties associated with such acquisitions; (x) the risks to realizing the benefits of investments in R&D and commercialization of innovations; (xi) the risks that the Company's stock price will not trade in line with industrial technology leaders; (xii) the impact of trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries; and/or (xiii) the risks relating to forward-looking statements and other 'Risk Factors' identified from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and our subsequently filed Quarterly Reports on Form 10-Q, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise. About Coherent Coherent is the global photonics leader. We harness photons to drive innovation. Industry leaders in the datacenter, communications, and industrial markets rely on Coherent's world-leading technology to fuel their own innovation and growth. Founded in 1971 and operating in more than 20 countries, Coherent brings the industry's broadest, deepest technology stack; unmatched supply chain resilience; and global scale to help its customers solve their toughest technology challenges. For more information, please visit us at Contact: Paul SilversteinSenior VP, Investor 2 Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss)* THREE MONTHS ENDED June 30, March 31, June 30, $ Millions, except per share amounts (unaudited) 2025 2025 2024 Revenues $ 1,529.4 $ 1,497.9 $ 1,314.4 Costs, Expenses & Other Expense (Income) Cost of goods sold 983.3 970.2 882.4 Research and development 155.7 150.7 126.7 Selling, general and administrative 245.4 231.4 228.0 Restructuring charges 53.9 73.8 14.1 Impairment of assets held-for-sale 85.0 — — Interest expense 55.0 57.3 67.8 Other expense (income), net 14.4 4.6 (14.5 ) Total Costs, Expenses, & Other Expense 1,592.9 1,488.0 1,304.5 Earnings (Loss) Before Income Taxes (63.4 ) 9.9 9.9 Income Taxes 34.7 8.1 56.9 Net Earnings (Loss) (98.1 ) 1.8 (47.0 ) Net Earnings (Loss) Attributable to Noncontrolling Interests (2.5 ) (13.9 ) 1.4 Net Earnings (Loss) Attributable to Coherent Corp. $ (95.6 ) $ 15.7 $ (48.4 ) Less: Dividends on Preferred Stock 33.1 32.7 31.4 Net Loss Available to the Common Shareholders $ (128.8 ) $ (17.0 ) $ (79.9 ) Basic Loss Per Share $ (0.83 ) $ (0.11 ) $ (0.52 ) Diluted Loss Per Share $ (0.83 ) $ (0.11 ) $ (0.52 ) Average Shares Outstanding – Basic 155.5 155.2 152.6 Average Shares Outstanding – Diluted 155.5 155.2 152.6 *Amounts may not recalculate due to rounding. Table 2 Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Earnings (Loss)* (Continued) YEAR ENDED June 30, June 30, $ Millions, except per share amounts (unaudited) 2025 2024 Revenues $ 5,810.1 $ 4,707.7 Costs, Expenses & Other Expense (Income) Cost of goods sold 3,766.8 3,251.7 Research and development 581.9 478.8 Selling, general and administrative 926.5 854.0 Restructuring charges 160.1 27.1 Impairment of assets held-for-sale 85.0 — Interest expense 243.3 288.5 Other expense (income), net (47.6 ) (44.7 ) Total Costs, Expenses, & Other Expense 5,715.9 4,855.3 Earnings (Loss) Before Income Taxes 94.2 (147.6 ) Income Taxes 64.1 11.1 Net Earnings (Loss) 30.1 (158.8 ) Net Loss Attributable to Noncontrolling Interests (19.3 ) (2.6 ) Net Earnings (Loss) Attributable to Coherent Corp. $ 49.4 $ (156.2 ) Less: Dividends on Preferred Stock 129.9 123.4 Net Loss Available to the Common Shareholders $ (80.6 ) $ (279.5 ) Basic Loss Per Share $ (0.52 ) $ (1.84 ) Diluted Loss Per Share $ (0.52 ) $ (1.84 ) Average Shares Outstanding - Basic 154.8 151.6 Average Shares Outstanding - Diluted 154.8 151.6 *Amounts may not recalculate due to rounding. Table 3 Coherent Corp. and Subsidiaries Condensed Consolidated Balance Sheets* June 30, June 30, $ Millions (unaudited) 2025 2024 Assets Current Assets Cash and cash equivalents $ 909.2 $ 926.0 Restricted cash, current 8.9 174.0 Accounts receivable 964.1 848.5 Inventories 1,437.6 1,286.4 Prepaid and refundable income taxes 55.8 26.9 Prepaid and other current assets 551.6 398.2 Total Current Assets 3,927.2 3,660.1 Property, plant & equipment, net 1,877.5 1,817.3 Goodwill 4,471.1 4,464.3 Other intangible assets, net 3,204.7 3,503.2 Deferred income taxes 53.4 41.0 Restricted cash, non-current 714.8 689.6 Other assets 662.2 313.1 Total Assets $ 14,910.9 $ 14,488.6 Liabilities, Mezzanine Equity and Equity Current Liabilities Current portion of long-term debt $ 188.3 $ 73.8 Accounts payable 847.0 631.5 Operating lease current liabilities 41.6 40.6 Accruals and other current liabilities 718.0 597.9 Total Current Liabilities 1,794.8 1,343.8 Long-term debt 3,498.6 4,026.4 Deferred income taxes 711.7 784.4 Operating lease liabilities 165.2 162.4 Other liabilities 259.3 225.4 Total Liabilities 6,429.7 6,542.4 Total Mezzanine Equity 2,483.3 2,364.8 Total Coherent Corp. Shareholders' Equity 5,644.5 5,210.1 Noncontrolling interests 353.5 371.4 Total Equity 5,998.0 5,581.5 Total Liabilities, Mezzanine Equity and Equity $ 14,910.9 $ 14,488.6 *Amounts may not recalculate due to rounding. Table 4 Coherent Corp. and Subsidiaries Condensed Consolidated Statements of Cash Flows* YEAR ENDED June 30, June 30, $ Millions (unaudited) 2025 2024 Cash Flows from Operating Activities Net cash provided by operating activities $ 633.6 $ 545.7 Cash Flows from Investing Activities Additions to property, plant & equipment (440.8 ) (346.8 ) Proceeds from sale of business 27.0 — Other investing activities (0.4 ) (3.9 ) Net cash used in investing activities (414.2 ) (350.7 ) Cash Flows from Financing Activities Contributions from noncontrolling interest holders — 1,000.0 Proceeds from borrowings of revolving credit facilities 53.7 19.0 Payments on existing debt (437.0 ) (228.8 ) Payments on borrowings under revolving credit facilities (51.7 ) (19.0 ) Equity issuance costs — (31.8 ) Proceeds from exercises of stock options and purchases under employee stock purchase plan 49.6 42.3 Payments in satisfaction of employees' minimum tax obligations (54.0 ) (22.3 ) Payment of dividends (11.4 ) — Other financing activities (0.9 ) (1.1 ) Net cash provided by (used in) financing activities (451.7 ) 758.3 Effect of exchange rate changes on cash and cash equivalents 75.6 (1.2 ) Net increase (decrease) in cash and cash equivalents (156.8 ) 952.1 Cash, Cash Equivalents, and Restricted Cash at Beginning of Period 1,789.7 837.6 Cash, Cash Equivalents, and Restricted Cash at End of Period $ 1,632.9 $ 1,789.7 *Amounts may not recalculate due to rounding. Table 5 Segment Revenues* THREE MONTHS ENDED YEAR ENDED $ Millions (unaudited) June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 Revenues: Networking $ 945.2 $ 897.3 $ 679.8 $ 3,421.3 $ 2,295.7 Materials 236.2 236.7 279.3 953.8 1,016.6 Lasers 348.0 363.9 355.3 1,435.0 1,395.4 Consolidated $ 1,529.4 $ 1,497.9 $ 1,314.4 $ 5,810.1 $ 4,707.7 *Amounts may not recalculate due to rounding. Table 6 Reconciliation of GAAP Measures to Non-GAAP Measures* THREE MONTHS ENDED YEAR ENDED June 30, March 31, June 30, June 30, June 30, $ Millions, except per share amounts (unaudited) 2025 2025 2024(1) 2025(1) 2024(1) Gross margin on GAAP basis $ 546.1 $ 527.7 $ 432.0 $ 2,043.3 $ 1,456.0 Share-based compensation 5.8 5.4 5.0 22.5 22.9 Amortization of acquired intangibles(2) 30.6 43.7 30.4 135.1 122.0 Integration, site consolidation and other(3) (0.4 ) — 4.0 1.3 14.8 Gross margin on non-GAAP basis $ 582.2 $ 576.7 $ 471.4 $ 2,202.3 $ 1,615.7 Research and development on GAAP basis $ 155.7 $ 150.7 $ 126.7 $ 581.9 $ 478.8 Share-based compensation (5.9 ) (5.3 ) (5.2 ) (22.2 ) (23.1 ) Amortization of acquired intangibles(2) (0.2 ) (3.8 ) (0.6 ) (5.3 ) (2.6 ) Integration, site consolidation and other(3) 0.1 (0.4 ) (0.7 ) (0.2 ) (1.7 ) Research and development on non-GAAP basis $ 149.7 $ 141.2 $ 120.2 $ 554.3 $ 451.4 Selling, general and administrative on GAAP basis $ 245.4 $ 231.4 $ 228.0 $ 926.5 $ 854.0 Share-based compensation (32.6 ) (29.5 ) (18.5 ) (116.3 ) (80.9 ) Amortization of acquired intangibles(2) (41.2 ) (39.6 ) (40.7 ) (162.4 ) (163.6 ) Integration, site consolidation and other(3) (14.4 ) (6.0 ) (20.2 ) (36.7 ) (63.3 ) Selling, general and administrative on non-GAAP basis $ 157.3 $ 156.3 $ 148.6 $ 611.0 $ 546.3 Restructuring charges on GAAP basis $ 53.9 $ 73.8 $ 14.1 $ 160.1 $ 27.1 Restructuring charges(4) (53.9 ) (73.8 ) (14.1 ) (160.1 ) (27.1 ) Restructuring charges on non-GAAP basis $ — $ — $ — $ — $ — Impairment of assets held-for-sale on GAAP basis $ 85.0 $ — $ — $ 85.0 $ — Impairment of assets held-for-sale(5) (85.0 ) — — (85.0 ) — Impairment of assets held-for-sale on non-GAAP basis $ — $ — $ — $ — $ — Operating income on GAAP basis $ 6.1 $ 71.8 $ 63.2 $ 289.9 $ 96.1 Share-based compensation 44.3 40.2 28.7 161.0 126.9 Amortization of acquired intangibles(2) 72.0 87.2 71.7 302.8 288.2 Restructuring charges(4) 53.9 73.8 14.1 160.1 27.1 Impairment of assets held-for-sale(5) 85.0 — — 85.0 — Integration, site consolidation and other(3) 13.8 6.4 24.9 38.2 79.8 Operating income on non-GAAP basis $ 275.1 $ 279.3 $ 202.7 $ 1,036.9 $ 618.0 Table 6 Reconciliation of GAAP Measures to Non-GAAP Measures* (Continued) THREE MONTHS ENDED YEAR ENDED June 30, March 31, June 30, June 30, June 30, $ Millions, except per share amounts (unaudited) 2025 2025 2024(1) 2025(1) 2024(1) Interest and other (income) expense, net on GAAP basis $ 69.5 $ 61.9 $ 53.3 $ 195.7 $ 243.8 Foreign currency exchange losses, net (37.0 ) (16.7 ) (0.9 ) (28.4 ) (9.5 ) Transaction fees and financing(6) — — (2.0 ) — (2.0 ) Interest and other (income) expense, net on non-GAAP basis $ 32.5 $ 45.1 $ 50.4 $ 167.3 $ 232.3 Income taxes on GAAP basis $ 34.7 $ 8.1 $ 56.9 $ 64.1 $ 11.1 Tax impact of non-GAAP measures 18.8 47.6 29.1 114.0 112.6 Tax windfall from share-based compensation(7) 1.3 4.2 — 20.5 — Tax impact of valuation allowance for deferred tax assets(8) (2.0 ) (1.4 ) (46.0 ) (14.6 ) (46.0 ) Income taxes on non-GAAP basis $ 52.8 $ 58.5 $ 40.0 $ 184.0 $ 77.7 Net earnings (loss) attributable to Coherent Corp. on GAAP basis $ (95.6 ) $ 15.7 $ (48.4 ) $ 49.4 $ (156.2 ) Share-based compensation 44.3 40.2 28.7 161.0 126.9 Amortization of acquired intangibles(2) 72.0 87.2 71.7 302.8 288.2 Foreign currency exchange losses 37.0 16.7 0.9 28.4 9.5 Restructuring charges(4) 53.9 73.8 14.1 160.1 27.1 Impairment of assets held-for-sale(5) 85.0 — — 85.0 — Integration, site consolidation and other(3) 13.8 6.4 24.9 38.2 79.8 Non-controlling interest impact of non-GAAP items — (12.3 ) — (12.3 ) — Transaction fees and financing(6) — — 2.0 — 2.0 Tax windfall from share-based compensation(7) (1.3 ) (4.2 ) — (20.5 ) — Tax impact of valuation allowance for deferred tax assets(8) 2.0 1.4 46.0 14.6 46.0 Tax impact of non-GAAP measures (18.8 ) (47.6 ) (29.1 ) (114.0 ) (112.6 ) Net earnings attributable to Coherent Corp. on non-GAAP basis $ 192.3 $ 177.2 $ 110.8 $ 692.6 $ 310.7 Per share data: Net loss on GAAP basis Basic Loss Per Share $ (0.83 ) $ (0.11 ) $ (0.52 ) $ (0.52 ) $ (1.84 ) Diluted Loss Per Share $ (0.83 ) $ (0.11 ) $ (0.52 ) $ (0.52 ) $ (1.84 ) Net earnings on non-GAAP basis Basic Earnings Per Share $ 1.02 $ 0.93 $ 0.52 $ 3.64 $ 1.24 Diluted Earnings Per Share $ 1.00 $ 0.91 $ 0.51 $ 3.53 $ 1.21 *Amounts may not recalculate due to rounding. (1) During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company's financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial measures presented in this press release have been recast to conform to the current presentation.(2) Amortization of acquired intangibles includes the write-off of certain impaired intangible assets in the third quarter of fiscal 2025.(3) Integration, site consolidation and other costs include retention and severance payments and other integration costs related to the acquisition of Coherent, Inc. Refer to table 7 for a more detailed description of these costs on a consolidated basis.(4) Restructuring charges include non-cash impairment charges for production assets and improvements on leased facilities, loss on sale of a facility, severance, contract termination costs and other costs related to the restructuring plans.(5) Impairment of assets held-for-sale relate to several entities classified as held for sale at June 30, 2025.(6)Transaction fees and financing includes debt extinguishment costs and various fees related to closing the Coherent transaction. (6) Windfall tax benefits were recorded on the vesting of share-based compensation.(8) Valuation allowance adjustment was related to an increase (decrease) in valuation allowance related to certain deferred tax assets resulting from the Company's cumulative GAAP net loss that is not recognized for non-GAAP purposes given the historical non-GAAP net earnings. Table 7 Components of Integration, Site Consolidation and Other Costs Excluded from Non-GAAP Operating Income* THREE MONTHS ENDED YEAR ENDED June 30, March 31, June 30, June 30, June 30, $ Millions (unaudited) 2025 2025 2024(1) 2025(1) 2024(1) Integration, site consolidations and other costs Consulting costs related to projects to integrate recent acquisitions into common technology systems and simplify legal entity structure $ 14.3 $ 5.8 $ 6.5 $ 35.3 $ 40.8 Charges for products that are end-of-life, including production equipment to produce those products — — 1.0 — 3.2 Employee severance and retention costs for site consolidations as part of our Synergy and Site Consolidation Plan or other actions (0.5 ) 0.6 4.2 2.3 14.1 Severance costs related to the retirement of our former CEO/CFO/President — — 13.2 0.6 18.7 Direct damages from substation power failure/fire at manufacturing sites — — — — 3.0 Integration, site consolidations and other costs $ 13.8 $ 6.4 $ 24.9 $ 38.2 $ 79.8 *Amounts may not recalculate due to rounding. (1) During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company's financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial measures presented in this press release have been recast to conform to the current presentation. Table 8 GAAP Earnings (Loss) Per Share Calculation* THREE MONTHS ENDED YEAR ENDED $ Millions, except per share amounts (unaudited June 30, March 31, June 30, June 30, June 30, 2025 2025 2024 2025 2024 Numerator Net earnings (loss) attributable to Coherent Corp. $ (95.6 ) $ 15.7 $ (48.4 ) $ 49.4 $ (156.2 ) Deduct Series B redeemable preferred dividends (33.1 ) (32.7 ) (31.4 ) (129.9 ) (123.4 ) Basic loss available to common shareholders $ (128.8 ) $ (17.0 ) $ (79.9 ) $ (80.6 ) $ (279.5 ) Diluted loss available to common shareholders $ (128.8 ) $ (17.0 ) $ (79.9 ) $ (80.6 ) $ (279.5 ) Denominator Diluted weighted average common shares 155.5 155.2 152.6 154.8 151.6 Basic loss per common share $ (0.83 ) $ (0.11 ) $ (0.52 ) $ (0.52 ) $ (1.84 ) Diluted loss per common share $ (0.83 ) $ (0.11 ) $ (0.52 ) $ (0.52 ) $ (1.84 ) *Amounts may not recalculate due to rounding. Table 9 Non-GAAP Earnings Per Share Calculation* THREE MONTHS ENDED YEAR ENDED $ Millions, except per share amounts (unaudited) June 30, March 31, June 30, June 30, June 30, 2025 2025 2024(1) 2025(1) 2024(1) Numerator Net earnings attributable to Coherent Corp. on non-GAAP basis $ 192.3 $ 177.2 $ 110.8 $ 692.6 $ 310.7 Deduct Series B redeemable preferred dividends (33.1 ) (32.7 ) (31.4 ) (129.9 ) (123.4 ) Basic earnings available to common shareholders $ 159.1 $ 144.6 $ 79.4 $ 562.6 $ 187.3 Diluted earnings available to common shareholders $ 159.1 $ 144.6 $ 79.4 $ 562.6 $ 187.3 Denominator Weighted average shares 155.5 155.2 152.6 154.8 151.6 Effect of dilutive securities: Common stock equivalents 3.7 4.0 3.8 4.5 2.6 Diluted weighted average common shares 159.2 159.1 156.3 159.2 154.3 Basic earnings per common share on non-GAAP basis $ 1.02 $ 0.93 $ 0.52 $ 3.64 $ 1.24 Diluted earnings per common share on non-GAAP basis $ 1.00 $ 0.91 $ 0.51 $ 3.53 $ 1.21 *Amounts may not recalculate due to rounding. (1) During the second fiscal quarter of 2025, the Company refined its methodology to report non-GAAP measures. The change does not impact the Company's financial position, cash flows, or GAAP consolidated results of operations. Prior period non-GAAP financial measures presented in this press release have been recast to conform to the current in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
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Coherent Announces Agreement to Sell Aerospace and Defense Business to Advent for $400 Million
SAXONBURG, Pa., Aug. 13, 2025 (GLOBE NEWSWIRE) -- Coherent Corp. (NYSE: COHR) ('Coherent,' 'We,' or the 'Company'), a global leader in photonics, today announced that it has entered into a definitive agreement to sell its Aerospace and Defense business to Advent, a leading global private equity investor, for $400 million. Proceeds will be used to reduce debt, which will be immediately accretive to Coherent's EPS. Coherent's Aerospace and Defense designs and manufactures optical and laser systems for defense applications. The business includes approximately 550 employees and 10 geographic sites. 'We are pleased to have reached this agreement with Advent. As part of our strategic portfolio optimization process, this transaction furthers our strategy to concentrate efforts on core growth markets and products,' said Jim Anderson, CEO of Coherent. 'Coherent's Aerospace and Defense business is an exceptional business with a distinguished heritage in pioneering optical and laser technology for the world's most demanding applications,' said Shonnel Malani, Managing Partner at Advent. 'This acquisition is complementary to our existing investments in the sector and underscores our commitment to investing in mission-critical national security technologies. We are excited to partner with the talented management team, and we plan to invest significantly in R&D to further solidify the business's leadership in advanced laser and optical solutions.' Closing Conditions The transaction is expected to close in the third quarter of calendar year 2025, subject to customary closing conditions. Following close, the Aerospace and Defense business will operate under a new name, which will be announced at a later date. Until that time, the Aerospace and Defense business will continue to operate under the Coherent brand. About Coherent Coherent is the global photonics leader. We harness photons to drive innovation. Industry leaders in the datacenter & communications and industrial markets rely on Coherent's world-leading technology to fuel their own innovation and growth. Founded in 1971 and operating in more than 20 countries, Coherent brings the industry's broadest, deepest technology stack; unmatched supply chain resilience; and global scale to help its customers solve their toughest technology challenges. Visit our website at About Advent Advent is a leading global private equity investor committed to working in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents, we oversee more than USD $94 billion in assets under management* and have made over 430 investments across 44 countries. Since our founding in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare, industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment strategy, from sourcing opportunities to working in partnership with management to execute value creation plans. We bring hands-on operational expertise to enhance and accelerate businesses. As one of the largest privately-owned partnerships, our 660+ colleagues leverage the full ecosystem of Advent's global resources who bring hands-on operational expertise to help enhance and accelerate businesses. This includes our Portfolio Support Group, insights provided by industry expert Operating Partners and Operations Advisors, as well as bespoke tools to support and guide our portfolio companies as they seek to achieve their strategic goals. Advent has a strong track record of investing in the national security sector, including past and current investments in Cobham (2020), Ultra Electronics (2022) and Maxar Technologies (2023). The firm will leverage its global network, operating expertise, and long-term investment horizon to support the company's strategic initiatives. To learn more, visit our website or connect with us on LinkedIn. *Assets under management (AUM) as of March 31, 2025. AUM includes assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles. Forward-Looking StatementsThis press release contains statements, estimates, and projections that constitute 'forward-looking statements' as defined under U.S. federal securities laws. The words "expect," "anticipate," "estimate" and similar words and expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, including statements about the timing of closing of the sale of our Aerospace and Defense business, the use of proceeds therefrom, the impact of the sale on our financial results, and our expectations with respect to optimizing our strategic portfolio and focusing on core growth markets, are forward-looking statements, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements contained herein are not guarantees of future performance and are subject to certain risks and uncertainties that could cause the Company's actual results to differ materially from its historical experience and our present expectations or projections. The Company believes that all forward-looking statements made by it herein have a reasonable basis, but there can be no assurance that management's expectations, beliefs, or projections as expressed in the forward-looking statements will actually occur or prove to be correct. In addition to general industry and global economic conditions, factors that could cause actual results to differ materially from those discussed in the forward-looking statements herein include but are not limited to: (i) the failure of any one or more of the assumptions stated herein to prove to be correct; (ii) the terms of the Company's indebtedness and ability to service such debt, (iii) risks relating to future integration and/or restructuring actions; (iv) fluctuations in purchasing patterns of customers and end users; (v) the ability of the Company to retain and hire key employees; (vi) changes in demand in the Company's end markets along with the Company's ability to respond to such market changes; (vii) the timely release of new products and acceptance of such new products by the market; (viii) the introduction of new products by competitors and other competitive responses; (ix) the Company's ability to assimilate other recently acquired businesses, and realize synergies, cost savings, and opportunities for growth in connection therewith, together with the risks, costs, and uncertainties associated with such acquisitions; (x) the risks to realizing the benefits of investments in research and development and commercialization of innovations; (xi) the risks that the Company's stock price will not trade in line with industrial technology leaders; (xii) the impact of trade protection measures, such as import tariffs by the United States or retaliatory actions taken by other countries; and/or (xiii) the risks relating to forward-looking statements and other 'Risk Factors' identified from time to time in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and our subsequently filed Quarterly Reports on Form 10-Q, which filings are available from the SEC. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company disclaims any obligation to update information contained in these forward-looking statements, whether as a result of new information, future events or developments, or otherwise. Media Contacts For Coherent:Amy WilsonManager, Corporate For Advent:Peter FollandSenior Communications Manager, Adventpfolland@ # # #
Business Wire
3 minutes ago
- Business Wire
Global Medical REIT Inc. Announces the Approval of a $50 Million Common Stock Repurchase Program and One-for-Five Reverse Stock Split
BETHESDA, Md.--(BUSINESS WIRE)--Global Medical REIT Inc. (NYSE: GMRE) (the 'Company' or 'GMRE'), today announced that its Board of Directors (the 'Board') approved a $50 million common stock repurchase program and reverse stock split of the Company's common stock at a ratio of one-for-five. Common Stock Repurchase Program On August 12, 2025, the Board approved a $50 million common stock repurchase program (the 'Program'). Under the Program, the Company may purchase up to $50 million of its outstanding shares of common stock, par value $0.001 per share ("Common Stock"), from time to time in the open market, including through block purchases, through privately negotiated transactions or pursuant to any Rule 10b5-1 trading plan, in accordance with applicable securities laws. The specific timing, price and size of purchases will depend on prevailing stock prices, general economic and market conditions and other considerations. The Program does not obligate the Company to repurchase any dollar amount or number of shares of Common Stock and may be suspended or discontinued at any time. Reverse Stock Split On August 12, 2025, the Board approved a reverse stock split of the Company's outstanding shares of Common Stock at a ratio of one-for-five (the 'Reverse Stock Split'). The Reverse Stock Split is expected to take effect as of 5:00 p.m. Eastern Time on September 19, 2025 (the 'Effective Time'). As a result of the Reverse Stock Split, at the Effective Time, every five issued and outstanding shares of Common Stock will be converted into one share of Common Stock, with a proportionate reduction in the Company's (i) authorized shares of Common Stock, (ii) outstanding equity awards, (iii) number of shares remaining available for issuance under the Company's 2016 Equity Incentive Plan, as amended, and (iv) outstanding common units of the Company's operating partnership, Global Medical REIT L.P. The par value of each share of Common Stock will remain unchanged. Trading in the Common Stock on a split adjusted basis is expected to begin at the market open on September 22, 2025. The Common Stock will continue trading on the New York Stock Exchange under the symbol 'GMRE' but will be assigned a new CUSIP number. No fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that otherwise would receive fractional shares will be entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Common Stock on the NYSE on the date of the Effective Time. The Reverse Stock Split will apply to all of the outstanding shares of Common Stock as of the Effective Time and therefore will not affect any stockholder's ownership percentage of shares of Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. Stockholders of record will be receiving information from Equiniti Trust Company, the Company's transfer agent, regarding their stock ownership following the Reverse Stock Split and cash in lieu of fractional share payments, if applicable. Stockholders who hold their shares in brokerage accounts or in 'street name' are not required to take any action in connection with the Reverse Stock Split. Forward-Looking Statements Certain statements contained herein may be considered 'forward-looking statements' within the meaning of the Private Securities Litigation Reform Act of 1995, and it is the Company's intent that any such statements be protected by the safe harbor created thereby. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "plan," "predict," "project," "will," "continue" and other similar terms and phrases, including references to assumptions and forecasts of future results. Except for historical information, the statements set forth herein including, but not limited to, any statements regarding the Program and the Reverse Stock Split are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties. Although the Company believes that the expectations, estimates and assumptions reflected in its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of the Company's forward-looking statements. Additional information concerning us and our business, including additional factors that could materially and adversely affect our financial results, include, without limitation, the risks described under Part I, Item 1A - Risk Factors, in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and in our other filings with the SEC. You are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.
