Dragonfly Energy Holdings Corp

Good day and thank you for standing by. Welcome to the Dragonfly Energy Holdings second quarter 2026 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Simon Surovesky.

Simon Surovesky Thank you, Operator.

Appreciate you joining us for today's call. Joining me here today, Dr. Denis Phares, General Energy's Chairman, President, and Chief Executive Officer, and Wade Seaburg, Chief Commercial Officer. and the Colorado Dentists are likely to make a brief statement regarding forward-looking remarks. Following 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 SEC filings. Management will reference some non-GAAP financial measures. Reconciliations and years corresponding GAAP measures 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. Now I'm going to call over to Denis.

Thank you, Simon, and thank you everyone for joining us today. We are pleased to report solid second quarter results with net sales in line with our guidance. adjusted EBITDA came in better than our expectations, improving $3 million from our prior quarter, reflecting the cost actions we implemented earlier this year. The quarter also marked our first meaningful revenue contribution from the heavy-duty trucking market. We have invested in this market over several years through pilot programs and product validation work, and we are pleased to see the foundation start to translate into financial results. I'll let Wade walk through our commercial markets in more detail shortly. But first, I'd like to briefly discuss our acquisition of Dakota Lithium's assets. Dakota brings an established brand, an existing customer base and distributor network, and a complementary portfolio of products across marine, outdoor recreation, power sports, golf cart, and other specialty markets. Dragonfly already has the commercial, operational, fulfillment, and customer support infrastructure needed to support the business. By bringing Dakota's products and revenue through that existing platform, we believe we can restore availability, grow the brand, and increase revenue with limited incremental operating expense. We believe this creates meaningful operating leverage and broadens the customer's markets and price points we can serve. Dakota generated approximately $12 million in net revenue in 2025, despite working capital and inventory constraints that drove performance materially below prior year levels. With an established customer base and demonstrated historical demand, we see a clear opportunity to recover and grow that revenue. The total purchase price was $4 million, consisting of $1 million in cash and $3 million in Dragonfly common stock, issued at $2 per share and subject to a 12-month lockup. In connection with the transaction, we amended our term loan agreement and our lenders reduced our minimum cash covenant, allowed us to pay the next two quarters of interest in kind, and deferred compliance with our senior leverage ratio and fixed charge coverage ratio covenants until September 2027. We believe these amendments preserve near-term liquidity and provide additional financial flexibility. We anticipate Dakota Lithium will begin contributing meaningful revenue and be accretive to adjusted EBITDA in the fourth quarter. Ultimately, this acquisition adds an established revenue-generating brand, materially expands our product and market reach, and enhances operating leverage by placing a larger portfolio through infrastructure and relationships we already have with no distraction to our existing operations. These factors support our goal of achieving positive adjusted EBITDA at an annualized net sales run rate of approximately $70 million. Before I turn the call over to Wade, I also want to highlight two important recent additions to Dragonfly. First, we are pleased to welcome Robert Keller as our Director of National Fleet Sales. Robert brings nearly four decades of experience across fleet operations, commercial vehicle sales, and transportation technology. Over his career, he has built relationships with many of the country's largest commercial fleets, and we believe that experience will be a real asset as we continue to expand national fleet adoption of our power systems. And in June, we welcomed Dr. Lucas Lutz to our board of directors. Lucas co-founded Sphere Energy, a technology company focused on applying advanced data science and artificial intelligence to battery engineering. Prior to joining our board, Sphere Energy conducted an independent third-party evaluation of our dry electrode manufacturing process, giving Lucas a firsthand view of the technology and contributing to his confidence in its capabilities and long-term potential. His experience at the intersection of battery science and advanced data modeling aligns well with our focus on advancing dry electrode manufacturing and next-generation battery technologies. and we look forward to his contributions as we continue building on that foundation. Alongside these additions, we continue to strengthen our intellectual property position. Most recently, I'm pleased to announce that we received another Japanese patent allowance supporting our solid state battery technology. It covers systems and methods for applying dry powder coating layers within an electrochemical cell, an important part of our unique dry electrode manufacturing approach. Together with our recent U.S. and European patent allowances, this expands the global protection surrounding our cell manufacturing technology and supports our work toward the scalable production of non-flammable, all-solid-state battery cells. We look forward to sharing more about our progress in this area in the coming months. With that, I'll pass the call over to Wade.

Thank you, Denis. I'd like to walk through what we are seeing across our commercial markets, starting with heavy duty trucking, where the work we have done over the past several years validating our technology and building credibility with fleets began to show up in our results. Heavy duty trucking generated approximately half a million dollars in revenue in the second quarter. Based on current orders in hand, We expect that revenue to more than double to approximately $1.3 million in the third quarter and continue growing sequentially in the fourth quarter and beyond. This marks an important commercial inflection point for Dragonfly. After several years of pilot programs, field validation, and customer development, we now have a proven foundation converting into ongoing fleet revenue. These initial deployments are with large fleet customers, each representing meaningful expansion potential as programs progress from initial orders to broader rollouts and larger follow-on orders. We believe the engine we have been building is now working, and we believe this foundation can support sustained growth as existing customers expand and additional fleets advance through our pipeline. During the quarter, we began shipping against the Stevens Transport purchase order. Those shipments include the complete set of products we offer, the Battle Born dual flow power pack, all electric APU, and our inverter. This is the first phase of Stevens' plan to move their full fleet of 2,500 trucks onto our solutions. And we expect shipments to build through the remainder of the year. Beyond Stevens, our fleet pipeline continues to broaden. We are engaged with several additional carriers at various stages of evaluation and deployment, including Werner Enterprises, where we are working closely on implementation of its initial production order and see meaningful potential for broader adoption over the coming quarters. Additional pilot programs are underway this summer. Successful results could support further expansion beginning in the fourth quarter and into 2027. The broader trucking environment is also improving. Fleets have spent several years operating through an extended freight recession that constrained capital spending. As conditions stabilize and equipment demand improves, the economic case for our systems remains compelling, particularly as fleets look to reduce idling, fuel consumption, maintenance, and driver comfort challenges. The economic case for our solutions also continues to benefit from elevated diesel prices. which are further improving the payback of our solutions as well as the 2027 engine transition as fleets are pre-buying 2026 trucks ahead of the more expensive NOx compliant engines which are also showing higher idle rates. Turning to the RV market, the overall environment remains soft in the second quarter. Through mid-year, RBIA reported shipments down 14.2% from the prior year. Against that backdrop, we continue to strengthen our position with our OEM partners. We are being included across additional model lineups, and we continue to see increased energy storage content within existing models as OEMs look to deliver more capable power systems. The majority of our significant OEM customers continue to support our products and expand their work with us based on their own field experience. We are also seeing encouraging progress in industrial applications, including potential programs with large national customers. Although we are not including these opportunities in our current expectations, they represent another meaningful avenue for revenue diversification. Finally, from a commercial standpoint, I share Denis's enthusiasm for the Dakota lithium acquisition. Dakota brings established customer and distributor relationships across markets that are highly complementary to our business. And our commercial and fulfillment teams are already focused on restoring product availability and re-engaging those customers. We also see meaningful opportunity in leveraging these two complementary product portfolios. Dakota's lineup, including cranking, dual purpose, and higher energy density batteries, expands the solutions our B2B customers can offer their customers. The multi-brand approach significantly expands the customers and price points we can serve. With that, I'll turn the call back to Denis.

Thank you, Wade. Turning now to our second quarter preliminary financial results. Net sales were $13.2 million, including $8.4 million in OEM net sales and $4.5 million in DTC net sales, reflecting continued healthy OEM adoption trends offset by the softer RV market. Gross profit was $4.3 million, with gross margin expanding 470 basis points to 33.0%. which included a $1.1 million benefit related to tariff refund payments recognized in cost of sales. Operating expenses totaled $7.2 million down from $7.9 million benefiting from our cost reduction actions. During the quarter, we also continued to advance the facility consolidation discussed on our prior call. While the process was not fully completed by quarter end, we expect to complete the principal remaining actions during the third quarter. Net loss attributable to common shareholders was $5.5 million, or 43 cents per diluted share, compared to a net loss of $7.0 million, or $5.77 per share. Adjusted EBITDA was negative $1.6 million, a $0.6 million improvement year over year despite lower net sales, and a $3.0 million sequential improvement from the first quarter driven by our cost reduction actions flowing through the business. Looking ahead to the third quarter, we expect growth in net sales to approximately $13.5 million, driven by growth in the trucking sector and offset by weakness in the RV sector. Adjusted EBITDA is expected to be approximately negative $2.4 million. The sequential movement in adjusted EBITDA does not reflect a change in the underlying trajectory of the business, or our path toward profitability. Rather, it primarily reflects two temporary timing factors. First, we decided not to adjust out the expense associated with the now vacated space while it is actively being marketed for sublease. Second, we expect to incur incremental operating costs to restore Dakota Lithium's commercial operations ahead of its meaningful revenue contribution. This does not change our expectation that Dakota Lithium will begin contributing meaningful revenue and be accretive to adjusted EBITDA in the fourth quarter. Taking a step back, the priorities we laid out at the beginning of the year are now coming into place. Our cost structure is right sized and the second quarter demonstrated the operating leverage it provides. Trucking revenue has begun to scale and is expected to ramp through year end. and Dakota Lithium is expected to begin contributing meaningful revenue and to be accretive to adjusted EBITDA in the fourth quarter. Collectively, we believe these drivers support our target of positive adjusted EBITDA at an annualized net sales run rate of approximately $70 million and we believe we are well positioned to reach this target and deliver long-term value for our shareholders. Operator, we would now like to open the call for questions.

Thank you. At this time, we will conduct the question and answer session. As a reminder, to ask a question, you will need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. Please stand by while we compile the Q&A roster. Our first question comes from George Gianarikas, Kennecourt Genuity.

Hi, everyone. Thank you for taking my questions. I'd like to focus a little bit on Dakota Lithium and just understand the metrics, the financial metrics around which you judged the acquisition and how we're supposed to think about your guidance. So the 70 million annualized run rate of revenue, I'm assuming, includes Dakota's revenue and cost that they're bringing along with them. Is that accurate?

Yes, it is, George.

And in the press release around Dakota Lithium's performance, you mentioned that they had 12, I think it was 12 million in 2025 revenue. Any update as to how that's been trending over the last couple of quarters and maybe how much you expect them to contribute this year when it closes?

Yeah, you know, they declined pretty significantly going into 2025 as they ran into inventory constraints, as we mentioned. Those inventory constraints continued into this year, and they were pretty much flat going into the beginning of the year. At this time, we're focused on replenishing the inventory and restarting basically where they left off. So essentially, it's a sales channel for you.

Is that fair to say? Absolutely.

Yeah, it's absolutely a sales channel. It's a very nice complementary suite of products. They have a much larger diversity of products, which is really nice. They've been addressing markets that we don't have a heavy presence in. So we see it as a highly complementary channel, and we're really excited about the fact that it doesn't take a lot of operating expense to really get it ramped up again.

And how much operating expense will it bring on to core Dragonfly once it's fully closed on a quarterly basis?

I mean, primarily there's going to be an increase in a little bit of payroll and marketing expense, and we're going to basically absorb a lot of that infrastructure expense with what we have. Understood.

So this sounds like it could get you to even a lot faster than... you would have on a standalone basis even with the marginal incremental operating expense.

That's the idea, yes.

Great. And then lastly, any commentary on the RV market? What's broadly with rates going up and how you see the overall environment and when we should maybe expect a rebound in the overall activity? Thank you.

Wade, I'll let you answer that question.

Yeah, Dennis. Yeah. George, good question. There's still a general softness in the marketplace in talking to our OEM customers and participating in dealer meetings and talking to our dealerships that are selling Battle Born batteries directly into the marketplace. There's still a general softness in the market. They think it's going to continue through the end of the year and into 2027. being hammered really by macroeconomic factors. Discretionary spending is really difficult right now. The one thing I would say about the OEM market, yeah, the one thing I'd add there, George, is that we are seeing a really positive take rate on our product at the OEM level and more standardization options.

Thank you. Thank you, George.

Our last question comes from Chip Moore at Ross Capital Partners.

Hey, Dennis and Wade, thanks for taking the question. Really good to see that inflection in the trucking market. Maybe, you know, Wade, you can talk about The ramp there, the pipeline, you know, how big could that opportunity or that pipeline be in, you know, 2027, 2028?

Yeah, sure. You know, it's difficult to say what the transition of these fleets, how long they're going to pilot and then go to expanded pilot, but the fleets that that are in the pilot phase or in even early discussion phases since onboarding our new director of national fleet sales are the largest fleets that you could name, both public and private fleets. So for hire fleets as well as private fleets. It's a really exciting channel for us. I think you could expect... to see some very significant growth from us in 2027 there. It's hard to really put a number to it right now.

Fair enough. But it'd be nice to see that flywheel kept moving. And also, I think you called out some potential on the industrial side that you're seeing some things percolate there in any more color.

That market's been interesting. We haven't really put a lot of resources into that marketplace. We've really been focused on the other two verticals. However, that market continues to show really green shoots. I'll highlight a couple of sectors there. The intelligent transportation system. If you think battery backup for traffic signals and that marketplace, that's turning out to those markets are really looking for a better energy storage solution. And then I would also highlight the cellular and telecom side of things. That's another niche market within what we call industrial solar that's really looks to be very profitable for us in the future.

Interesting. Yeah, nice markets. Okay. And, you know, for my follow-up, maybe back to Dakota, you know, seems to make a lot of strategic sense and opportunistic in terms of getting to accretion with scale. Would you look at similar type deals or is this sort of a one-off? Our eyes are always open, Chip. Always looking for opportunities. Okay. And then just lastly, I think I saw right there was some exploration costs for a JV, just I assume something to do with dry electrode, but any update there? Thanks, guys.

Yeah, we'll be able to talk more about those activities in the coming quarters, but thanks for the question, Chip. Thank you.

This concludes the question and answer session.

I would now like to turn it back to Denis for closing remarks.

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

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.