Dragonfly Energy Holdings Corp

joining us for today's call. Joining me here today, Dr. Dennis Fares, Dragonfly Energy's Chairman, President, and Chief Executive Officer, and Wade Siebert, Chief Commercial Officer. Tyler Boren, Chief Marketing Officer, is also available for Q&A. Before I turn the call over to Dennis, I'd like to make a brief statement regarding forward-looking remarks. During this call, the company will be making forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 based on current expectations. These forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Actual results may differ due to factors noted in the press release and in periodic FTC filings. Managing a reference of non-GAAP financial measures. Reconciliation to the nearest corresponding GAAP measure can be found in today's release on the company's website. Please note that all comparisons that will be discussed today are on a year-over-year basis unless otherwise noted. I'll now turn the call over to Dennis.

Thank you, Simon, and thank you, everyone, for joining us on this Friday afternoon. We know this is an unusual time for an earnings call, but as many of you have seen, we have had an exceptionally busy and productive period leading up to today's announcement. In the third quarter, we continued our return to strong year-over-year revenue growth, with sales increasing 26% to $16.0 million. Our gross margin expanded by over 700 basis points to nearly 30%, driven by operational improvements and positive product mix. Together with disciplined cost control, this led to a $3.3 million improvement in adjusted EBITDA. Just as importantly, this was a quarter defined not only by financial performance, but by business executions. Beyond our financial results, we successfully executed a comprehensive capital raising and debt restructuring that's fundamentally reshaped our balance sheet and greatly improved our liquidity. Since July, we raised approximately $90 million in gross proceeds through three unstructured common equity offerings. Then in early November, we finalized a transformative restructuring of our term debt. This restructuring of our debt included a $45 million prepayment $25 million of debt converted into preferred equity and the forgiving of $5 million outright. As a result, our total debt principle now stands at only $19 million, which carries a significantly lower interest rate and extended covenant flexibility through 2026. Achieving this level of balance sheet improvement in just a few months reflected strong execution and confidence from both our lenders and investors. These decisive actions represent an important inflection point for Dragonfly Energy. In addition to the financial benefits, we believe our improved balance sheet sends a strong signal to current and potential customers about the company's stability and long-term financial health as our previous financial condition influenced some customer decisions and adoption timelines. With these actions behind us and a strengthened balance sheet, we can now dedicate more time and resources to business growth. In short, we have established a much stronger financial foundation and significantly enhanced our capital structure. We are now positioned to allocate resources toward near-term revenue opportunities, strategic investment in our proprietary technology, and continued expansion into adjacent markets. For the first time as a public company, we feel we are playing offense. Now I'd like to turn the call over to Wade to discuss our activities and accomplishments in our key end markets. Wade?

Thanks, Dennis. I'd like to focus on the strong momentum we are building in our OEM business and how our strategic approach is driving results in our key markets. In the RV market, we expanded our OEM footprint through several notable partnerships. Our partnership with Airstream, which we announced on our last call, continues to gain momentum. Battle Born batteries are now standard across Airstream's 2026 motorized models. reinforcing our position as a trusted supplier in the premium RV segment. We also announced two new important partnerships during this quarter. In August, we announced our partnership with Awaken RV, a newly launched manufacturer founded by industry veteran Scott Hubbell. Awaken selected Battle Born batteries as the standard lithium power solution across their entire debut lineup of molded fiberglass trailers. recognizing our ability to deliver the safe, reliable, and long-lasting power that off-grid travelers demand. Then in September, we expanded our long-standing partnership with Ember RV, making Battle Born batteries standard across its 2026 Overland series, with factory-installed systems delivering up to seven kilowatt hours of power. Ember has relied exclusively on our batteries since their founding in 2021. And this latest expansion demonstrates their continued confidence in our technology and our ability to adapt to continuously evolving OEM needs. Our RV partnerships span premium brands like Airstream, innovative new entrants such as Awaken RV, and established partners like Ember RV, underscoring our position as a leading provider of high-performance lithium power solutions across all market segments. Importantly, while the overall industry remains challenged, we are consistently gaining market share through deepening integration with existing partners and wins with new manufacturers. Turning to heavy-duty trucking, we continue to gain traction in a market where current capital investment remains constrained. Several fleets that completed pilot programs have expanded into additional units after experiencing measurable gains in idle reduction, fuel savings, and driver comfort. In particular, we recently began receiving production orders from a large nationally recognized fleet following a long-term pilot of our lithium power systems designed for idle reduction and hotel load support. These orders reflect the continued expansion of our solutions into real-world operations with meaningful customer validation emerging from pilot programs. We expect to make an announcement soon. Our collaboration with PACCAR, one of the most respected commercial truck manufacturers in the world, and the only American-owned Class A truck manufacturer, is another important milestone in this segment. Earlier this year, PACCAR completed independent testing of our lithium power systems at their technical center. The systems were evaluated under the worst case idle reduction conditions, and the results formed the basis of a jointly co-authored white paper focused on practical lithium power solutions that reduce idling, fuel costs, and maintenance for Class 8 fleets. We debuted the white paper at the Battery Show, where it was reviewed by industry technology leaders, and it has continued to attract attention across the sector. At the ATA MCE conference in October, it became a frequent topic of discussion among carriers and system integrators, who are searching for commercially viable electrification solutions that can withstand real fleet demands. We believe this collaboration provides credible third-party validation of our technology under demanding conditions and it has increased our visibility with large fleet operators who are exploring practical and cost-effective paths to electrification. As we have said before, we believe this significant adoption in heavy-duty trucking is a matter of when, not if. With growing validation from respected OEMs and leading fleets, we believe Dragonfly is well-positioned to capture meaningful share as this market turns. Now I will turn the call back to Dennis to discuss key technology developments, third quarter financial results, and our fourth quarter outlook.

Thanks, Wade. Our commercial traction aligns with continued advancements in our technology platform. During the quarter, we expanded our intellectual property portfolio with two newly granted United States patents. The first strengthens our proprietary Dragonfly intelligence platform and enables more robust data exchange, improved system reliability, and advanced performance across mobile and stationary applications. The second patent advances our wake speed charge control technology, and supports high power vehicle to trailer charging and broader system integration. With approximately 100 filed, pending, or granted patents, our IP portfolio reinforces our evolution into a complete power systems provider. I also want to reinforce our domestic manufacturing capabilities, which continue to differentiate Dragonfly in today's volatile trade environment. With final assembly completed at our Nevada facility, We maintain greater control over quality cost management and production timelines. During the quarter, we received recognition of our domestic manufacturing capabilities through a $300,000 grant from the Nevada Tech Hub. This non-dilutive capital is supporting modernization initiatives, including upgrades to key manufacturing lines and is expected to generate six-figure annual savings while enhancing efficiency and scalability. As a Nevada-based company with a 400,000 square foot manufacturing facility in Reno, we are proud to contribute to the state's vision of building a complete lithium loop from domestic battery manufacturing to recycling. Now, turning to our third quarter results, net sales grew 26% year over year to $16 million, reflecting a 44% increase in OEM net sales. Within our OEM segment, Adoption trends in our core RV market remain healthy. Existing partners are integrating our solutions across additional model lineups while we continue to add new manufacturers to our customer base. Net sales to DTC customers totaled $5 million compared to $5.2 million, reflecting continued macroeconomic headwinds. Third quarter gross profit increased an impressive 65% to $4.7 million, with gross margin expanding 710 basis points to 29.7%. This substantial margin improvement reflects increased volumes, product mix, and operational efficiencies achieved through our corporate optimization program. Operating expenses decreased to $8.5 million from $8.9 million. Net loss was $11.1 million versus a net loss of $6.8 million, and net loss per share was 20 cents compared to a loss of 98 cents per share. Adjusted EBITDA improved to negative $2.1 million from negative $5.5 million, reflecting continued strength in the OEM segment and gross margin expansion. Turning to our outlook for the fourth quarter of 2025, we expect net sales of approximately $13 million, representing a growth of approximately 7% year over year in our seasonably slowest quarter. We are forecasting adjusted EBITDA of approximately negative $3.3 million. While we had initially targeted adjusted EBITDA break even by year end, we have made substantial progress toward this objective against a much more challenging backdrop than we anticipated, characterized by a volatile tariff environment that extended the freight recession, macroeconomic uncertainty, and the government shutdown that impacted our industrial customers, some of which rely on government funding. Despite these challenges, we have fundamentally strengthened our balance sheet and expanded our OEM footprint, providing a solid foundation for execution in 2026. We remain confident in our ability to achieve profitability as we continue executing on our growth initiatives. To summarize, this was one of the most strategically important quarters in our company's history. We strengthened our balance sheet, secured meaningful validation in heavy duty trucking, expanded OEM penetration, and improved our margin profile. These achievements reflect disciplined execution across our commercial, operational, and financing strategies. With a stronger financial foundation and real momentum across our end markets, we are well positioned to capture the opportunities ahead. We remain focused on operational discipline, margin expansion, and executing against the clear strategy that moves us toward profitability. and we are confident in our ability to create long-term shareholder value. Operator, we would like to open the call to questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star 1 on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from George Guinaricas of Canaccord Genuity. Your line is already open.

Hi, everyone. Good afternoon. Thank you for taking my questions. Maybe to focus first just on the guidance a little bit for Q4 as to, you know, which segment of the business is dragging down like sequentially the revenue? Is it OEM, the OEM business that's sort of impacting the Q4 outlook? Thank you.

Hi, George. Thanks for the question. Yeah, it's an interesting economic environment we're in right now. And I would say in terms of our OEM business, Q4 is always the slowest quarter by seasonality. We've got a number of days off on the holidays. So that's not unexpected. There may be a little bit less than what we expected in the OEM segment, but really what's happening is we don't have as much visibility in the D to C segment. And D to C is typically strongest in the fourth quarter. We got the Black Friday sales coming up. And given the macroeconomic conditions now and the low consumer sentiment, we're just trying to be cautious because we really don't have a lot of visibility there. Also included in the DDC segment, we have a number of industrial customers that have basically shut down due to the government shutdown. So just a number of things really led to us being a little bit more cautious with our guidance.

Right. And maybe assuming a return, not asking for 26 guidance necessarily, but assuming a normalization from the consumer side, Is it fair to say we can look for significant growth in 2026? And how are you thinking about the year, the form and shape of 2026?

Yeah, we're pretty confident about 2026. Not only do we expect more of a return to normality, but we're also expanding into those new segments. So there's not a lot. For example, the trucking business that we're starting to break into right now is going to be the primary growth driver in 2026 for us. So obviously when you break, when you're growing from a very low number into, you know, a completely new big business segment, that's where we expect to be the most tangible growth.

Got it. And in terms of, can you help us sort of right-size our mind in terms of where the balance sheet where the cash sits today after these transactions, where the share count sits today, just to understand how to sort of have a real-time snapshot of your assets and your share count.

Well, I mean, my goodness, it's night and day from where it was. You know, our balance sheet, quite frankly, was a significant hindrance to us in terms of business growth. And I'm not even talking just our inability to invest as much as we wanted in near-term growth opportunities. But a lot of these new fleets, for example, or new customers that are these large fleets, they're public companies. And obviously, they're going to look at our balance sheet, and that's going to influence their decision. And so everybody likes the products. Everybody knows we're an innovative company. And it's really difficult for them to really commit the way that it has been. And now with this turnaround, you know, for the first time as a public company, we've been able to alleviate the going concerns. It really puts us in a completely different situation, allows us to really invest in the growth that we've been expecting over the last, honestly, 12 months.

Maybe just to understand the numbers, though, Dennis, how much cash do you have

the balance sheet now because these transactions happened after the end of the quarter so can you just sort of update us on the proper share count for our models proper cash for our models etc so there's about 125 million uh uh common shares 121 million shares um and a pro forma uh cash balance after the the debt pay downs and everything is on the order of 30 million dollars or 30 million dollars okay

Great. And maybe just to talk about my last question, but some of the growth initiatives that you're able to put in place now that the balance sheet has been fixed, essentially. What are the sort of things that you were able to do from a customer perspective to expand and accelerate your growth in 2026?

Well, for example, we've had a pretty lean outside sales team. And we've been trying to expand into these large markets, the trucking market, for example. But also, we talked a lot about the oil and gas market for a long time. We have, we believe, the only class one, div two lithium ion battery certification on the market. And we have not been able to invest in growth into that segment, which we believe is an enormous opportunity. And you know, there's been changes in the past. There were changes in how natural gas is treated. But nevertheless, even though it affected what we were doing in terms of methane reclamation, there's still large opportunities for storage in that segment because it's primarily dominated by lead-acid batteries. So there's You know, there's a ton of meat on the bone that we really haven't been able to invest it in terms of specifically manpower. But also we've been able to invest more in product development as well. And that's really where we put a lot of our of our cash this year to really try to get that new OEM business and try to accelerate trucking. So our product development will also be able to accelerate with with new resources.

Thank you so much. Congratulations on all the good work you've done over the last couple months.

Thank you, George.

Your next question comes from Chip Moore of Roth Capital. Your line is already open.

Hey, good evening. Hey, Dennis and Wade. Thanks for taking the question. Hi, Chip. Hey, Dennis. You know, I wanted to echo congrats on the debt restructuring, right? Clearly understandable that that's been a hindrance on the commercial side. So maybe just, you know, expand on your comments, you know, about facing some headwinds there. I know it's early, right? It's only closed a week ago. So how are you thinking about early feedback from potential customers, whether it's fleets or OEMs? You know, just more so think about you know, capital budgets for next year and with discomfort, you know, that really helps or just what are the conversations you're having?

Well, it was like a flip of the switch, really. I mean, we're starting to get POs now. I mean, you've got to consider the fact that as a vendor, our balance sheet is going to be a large part of you know, what customers look at. It's not just the product and the benefits of the product, but also our long-term viability as a company. And I think that what we've been able to accomplish in a very short people, a very short period of time has basically taken that out of the conversation. And now the focus is on the product itself and on the ROI and driver comfort and the ability of fleets to operate more efficiently. Now, you know, it's, it really is a game changer in terms of the fact that the conversations have completely changed over now to how do we get going with these projects.

That's great. And, you know, a follow up there, Dennis, maybe, you know, you talked about EBITDA break even. Obviously, you need some more volume, but it sounds like, you know, the outlook here for next year is getting better. You'll also have quite a bit lower interest expense as well, right? So just You know, any more thoughts there? And then, you know, as you do hit break even, how are you thinking about some of the other growth areas, dry electrode and some of those, you know, any update there?

Yeah, so you're right. We need more volume to get back, you know, to where we anticipated we would be. But the stage is set because we are getting better gross margins. We're operating more efficiently. We've gone through an optimization program to really set the stage for our ability to be profitable again. So all these things are very, very good things. And driving volume is our number one priority. And that's how we get back to profitability. Of course, we continue to make progress on the dry electrode and even on the solid state chemistries. The top priority is getting back to profitability, and we're not going to jeopardize the long-term health of the company by overspending on those initiatives, but we are making progress. We continue to make progress, and of course, with the extra resource that we have, that progress will be accelerated.

Very clear. Thank you. And maybe just the last one, just the government shutdown impacts, right? I imagine it's not massive, but has that abated here as things have opened up? You know, hopefully we don't get another one shortly, but yeah, thanks.

I think it's a little early to see what the overall ramifications are since we just opened up again, but we do have important customers that were unable to follow through with some you know relatively meaningful projects because of the government shutdown so we're keeping an eye on that and obviously we've taken that into consideration with the the guidance for this quarter perfect okay thanks very much appreciate it thank you chip there are no further questions at this time

I would hand over the call to Dennis Ferris for closing remarks. Please go ahead.

Thank you for everyone joining us today. We look forward to sharing additional details with all of you in the coming quarters. Have a great day.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation and you may now disconnect.