Heritage Global Inc.

Hello and welcome everyone joining today's Heritage Global Inc. 4th Quarter 2025 and Year End Conference. At this time, all participants are in a listen-only mode. Later, you will have the opportunity to ask questions in the question and answer session. To register to ask a question at any time, please press star 1 on your telephone keypad. Please note this call is being recorded and we are standing by should you need any assistance. It is now my pleasure to turn the meeting over to John Nesbitt of IMS Investor Relations. Please go ahead.

Thank you, and good afternoon, everyone.

Before we begin, I'd like to remind everyone that this conference call contains forward-looking statements based on our current expectations and projections about future events and are subject to change based on various important factors. In light of these risks, uncertainties, and assumptions, you should not place undue reliance on these forward-looking statements, which speak only as of the date of this call. For more details on factors that could affect these expectations, Please see our filings with the Securities and Exchange Commission. Now I'd like to turn the call over to Heritage Global's Chief Executive Officer, Mr. Ross Duff. Ross, go ahead.

Thank you, John, and welcome everyone to the call. We're glad to have you. Just a few brief comments before I turn it over to Brian to drill down on the quarter and the year. 2025 is now in the rearview mirror. It was a good profitable year with lots of transactions, but just no needle movers. Some years you want to never end, but there are years where saying goodbye feels more than ready. 2025 felt mostly like we were road hard and put the bed wet. 2026 feels like a break loose year is right here and right now. When that happens, it almost always follows with a period of larger transaction as companies and lenders do not hold back acid flows year after year. They ultimately break loose. What we're seeing now is not just new deals entering the pipeline more aggressively than before, but many, many of the carryover deals now starting to convert to transactions, which really bodes well for the start of 2026 and beyond. Our own internal growth drivers are completely in place now and all the divisions we see expanding and we're looking at more supply, more activity and on that front we're adding business personnel across the board. We recently moved into a brand new shiny facility that we're very excited and proud about and that opens up space in our warehouse capacity to increase auction activity, and it also opens up office space to where we have room to add the personnel in an integrated situation where we can really work together as a team. So that's very exciting for all of us. M&A remains a front burner, and we're aggressively looking at many, many opportunities. We're very proud and excited that we did complete the DedEx acquisition, We're now focused there on integrating the team with really optimistic goals that we did the right thing at the right time. And the CRE markets are under a lot of pressure to release loans in our marketplace and in their sweet spot. The goal for 2026 is to define it as the year of the needle mover. We're putting all our feet on the gas. And we believe everyone that had two feet on the brakes is getting ready to move, and we're getting ready to move with them. With that, I'll turn it over to Brian, and I'll add some additional comments afterwards. Have a great day. Brian?

Thank you, Ross, and good afternoon, everyone. I'll begin with a brief overview of our fourth quarter operating results before walking through our industrial and financial segment performance. Consolidated operating income was approximately 800,000 in the fourth quarter of 2025, compared to 1.5 million in the fourth quarter of 2024. It's worth noting that included in the 2025 fourth quarter was approximately 400,000 in expenses related to due diligence associated with our M&A efforts. Our industrial assets division reported operating income of approximately 1.1 million in the fourth quarter of 2025, compared to approximately 800,000 in the prior year quarter. Our financial assets division reported operating income of approximately 900,000 in the fourth quarter of 2025, compared to 1.9 million in the prior year quarter. Our industrial assets division had a solid quarter as the division continued to capitalize on key auction and liquidation opportunities. ALT delivered a strong close to the year, reporting operating income of 538,000 in the fourth quarter of 2025, compared to 276,000 in the prior year period. We saw a high volume of asset transactions in the quarter, although many were smaller in scale as companies continued to delay larger decisions amid ongoing economic uncertainty. Following the close of the quarter, we announced that HGP has opened its new San Diego facility, which consolidates HGP's warehouse and operations and will serve as Heritage Global's corporate headquarters. The new purpose-built facility was designed to accelerate growth, increase operating efficiency, provide ability to add personnel and scale, and we're confident it is the right space and location for us to drive our next phase of growth. Our financial assets division maintains strong profitability in the fourth quarter of 2025, although we saw lower revenues from recurring clients in our NLAC segment, reflecting fluctuations in charge-off volumes. With that said, consumer loan delinquencies, such as credit card and auto, remain at elevated levels, and we ultimately expect those delinquencies to translate to increased charge-offs moving forward. Subsequent to the quarter, we announced our acquisition of substantially all of the assets of the debt exchange, a leading full-service commercial and residential real estate loan sale brokerage and advisory platform. The DedEx integration has gone very smoothly, and this addition further expands our capabilities and reach in our financial asset segment. We believe this acquisition will be accreted in calendar year 2026, with potential quarter to quarter variability. Moving forward, we remain focused on capitalizing on our pipeline of opportunities and driving continued profitability in the division. Additional consolidated financial results include the following. Revenue was 11.9 million in the fourth quarter of 2025 compared to 10.8 million in the fourth quarter of 2024. Adjusted EBITDA was 1.1 million compared to 2.1 million in the prior year period. Net income was approximately 300,000 or one cent for diluted share compared to a loss of approximately 200,000 or one cent for diluted share in the fourth quarter of 2024. Fourth quarter 2025 net income was impacted by a non-cash tax allowance adjustment of 0.1 million related to expiring net operating loss carry-forwards compared to a non-cash adjustment of 1.3 million in the fourth quarter of 2024. Our balance sheet is strong with stockholders' equity of 67 million as of December 31, 2025. compared to $65.2 million at December 31, 2024, with net working capital of $18.1 million. Our cash balance reflects a total of $20.5 million as of December 31, 2025, and after removing amounts due to our clients or payables to sellers on our balance sheet, our net available cash balance was $13.2 million. At December 31, 2025, approximately 18.9 million of federal net operating loss carry-forwards were unused and expired. We expect to utilize our remaining net operating loss carry-forwards of approximately 15.5 million, and as such, have removed the valuation allowance against our deferred tax assets. And lastly, we did not repurchase any shares in the fourth quarter of 2025, but intend to resume share repurchases moving forward. As a reminder, the company authorized a new share repurchase program on July 31st that authorizes the repurchase of up to 7.5 million in common stock for the next three years. Ross, I'll turn it back over to you.

Thanks. So, just to add one thought. When I look at everything with kind of a CEO dashboard, one of the most important things I look at is the sentiment of our business development team. And they're all very pumped up. They're all very convinced they're going to have a great year this year. And I've talked to them individually, one by one, and we enter very, very excited, closing out the first quarter that we're in the right place at the right time. and anxious to not just perform, but outperform for you guys. So thank you all for joining, and I'm here, and Brian's here for any questions, and we're always easy to get a hold of.

Thank you again.

Thank you. If you'd like to ask a question, press star 1 on your keypad. To leave the queue at any time, press star 2. Once again, that's star 1 to ask a question. And we'll pause for just a moment to allow anyone a chance to join the queue. And we'll take our first question from Mark Argento of Lake Street. Please go ahead. Your line is open.

Hey, guys. Congrats on the Dedex acquisition, and it sounds like things are starting to progress nicely there and the overall business. But just kind of getting in the weeds on the acquisition, when you say you expect it to be accretive, is that on a – Net income basis, adjusted EBITDA basis, you know, I hate to, you know, split hairs, but would be helpful to at least better understand what accretive means. Brian, I'll let you handle that one.

Yeah. So, we expect it to be accretive on an operating income basis as well as net income basis. So, we've disclosed. a couple numbers just on the standalone debt x 2025 result which um is a reminder that wasn't a part of our consolidated results but they reported uh 800 000 in operating income in 2025 and even with adjustments and that will disclose in q1 numbers uh for pro forma purposes it'll still be you know that number will still be accretive if they were to make that and we expect them to do more

Got it. And I know you mentioned some variability quarter to quarter, which is understandable. Is there any traditional seasonality to that business?

They generally have a very strong Q4, Mark. As you know, primarily their business is driven by lenders, by banks, more than by specialty lenders. Their primary client is banks. So there always seems to be in the last 60 days, a desire to clean up, so to speak. So generally, Q4, you'd expect to be their big quarter, sometimes over 50% of their revenue.

Got it. Okay. I'm so full.

And then in terms of the broader macro, you touched on it a little bit. You know, you're seeing – DEFAULT RATES CONTINUE TO WORK HIGHER ON THE CONSUMER. OBVIOUSLY THE, YOU KNOW, A LOT OF THE HEADLINES RECENTLY HAVE BEEN IN AND AROUND PRIVATE CREDIT. THERE'S BEEN, SEEMS TO BE SOME DISRUPTION THERE. DO YOU GUYS HAVE ANY EXPOSURE TO THAT PART OF THE MARKET? DOES DEDX GET ANY EXPOSURE THERE? HOW ARE YOU THINKING ABOUT, YOU KNOW, PRIVATE CREDIT AND MAYBE THAT OPPORTUNITY? SO THERE'S A BIG OPPORTUNITY RIGHT NOW.

obviously it did that acquisition was tied to the problems in the cre market and the amount of loans coming due that are struggling to get refinanced a lot of those loans have transferred from the banks already to private credit but there's still going to be a desire to take out you know the more struggling part of the portfolios so we see growth kind of overall right now and not just the CRE with DedEx, but there was a lot of hold back in NLEX. We had a very profitable year, but not close to our record year. We just didn't see as aggressive movement from the sellers as we anticipated. So we think there's a pent up amount of assets to come to market.

Great. Well, I appreciate you answering the questions. I'll hop back in the queue.

Thank you, Mark.

Thank you. And as a quick reminder, if you'd like to ask a question, you may press star one now. And we'll take our next question from George Sutton of Craig Hellam. Please go ahead. Your line is open.

Hi, George.

Good afternoon, guys. So, Ross, I'm curious, as you talk about 2026 being the year of hopefully some larger transactions and I know you've already signed a large oil and gas deal. Can you just give us a picture of what you see relative to larger transactions and maybe a little sense on why did we not see it last year? Why would we see it differently this year?

I mean, I'm not going to be like the general economist and try to outsmart the marketplaces. I can only tell you from my front row seat talking to clients and from my front row seat there was a hesitation to make decisions. And just from a geopolitical, the going back and forth on the tariffs and many other macro issues, people weren't sure exactly what they wanted to do. So I don't want to say that people don't have a lot of assets they wanted to sell, but it just appeared that, yes, they would chip away at the smaller sales, the stuff that was really obviously declared surplus, but on the larger transactions where maybe you have to replace the assets and you're worried about the availability, maybe you're not sure if you're going to expand or hold back. There was just a general sentiment that not just Heritage saw, but I think everybody watching the economy saw many, many companies in a wait-and-see situation And in a wait-and-see, auctions are not your first move. They're a tertiary move once you have the other plans in place. So we had a lot of people just say, call us back in a month, call us back in two months, call us back in three months. So the good news is we didn't really lose our conversion rate. It's just that a lot of the transactions just didn't happen that we felt were going to happen. They're starting to come back now. That's why I say I feel positive that I've never seen a year after year wait and see period where eventually people don't commit. So I feel good about 2026, George.

Well, let me ask a little more specifically, you know, you mentioned we're about to close out Q1. Are we starting to see the indications of these larger deals? And again, I'll point to the oil and gas transaction. I think that was happening earlier in the year.

Yeah, you're starting to see the signing of them. We're going to have a decent Q1 for sure on the industrial side. When I say decent, meaning I'm excited about the amount of auctions we're doing in Q1, and some of them are of a larger nature. So it looks good on the industrial side. On the financial side, it takes a little longer for the pickup in the curve. But, you know, all signs point to the amount of meetings they're having and that they're signing some new forward flows. So I think you'll see that pick up as the year goes on, maybe a little bit slower than you'll see the pickup in industrial. But we're busy on all fronts. And it feels like when you start a year busy, it usually stays busy all year, George.

It usually doesn't tail off.

One small question for Brian on the specialty lending side. It normally is a modest positive every quarter, and it was modestly negative this quarter. What do you account for that delta?

The main reason why we're kind of right around that break-even point or slightly under is the lack of funding. We've been only funding smaller loans on a self-funded basis without any partners and at a low level. So in order to maintain profitability, we have to be able to and be willing to put more dollars out to work with new borrowers in 2026.

Gotcha. Okay. Thanks, guys. Thank you, George.

Thank you. At this time, there are no further questions in queue. I'll now turn the meeting back to management for closing remarks.

Hi, it's Ross. Thank you all once again for joining. We really appreciate it. If any of you have other questions, please feel free to contact us at any time, and we're always open to chat. Always look forward to chatting, and Always look forward to talking and getting to know you guys. So feel free to reach out at any time. We're hoping for a dynamic year. We're putting all our feet on the gas, like I said, and we're optimistic. So hopefully you're optimistic with us, and we appreciate your joining.

Have a great evening.

Thank you. This brings us to the end of today's meeting. We appreciate your time and participation. You may now disconnect.