Baylin Technologies Inc. ($BYL)

Good afternoon, ladies and gentlemen, and welcome to the Baylin Technologies Full Year and Fourth Quarter 2025 Financial Results Conference Call. [Operator Instructions] This call is being recorded on Thursday, March 26, 2026. I'll now turn the call over to Kelly Myles, Director of Marketing and Investor Relations of Baylin Technologies. Please go ahead.

Thank you. Hello, and welcome, everyone. Thank you for joining the call this afternoon to review our full year and fourth quarter 2025 financial results. On the call today from Baylin are Leighton Carroll, Chief Executive Officer; and Cliff Gary, Chief Financial Officer. We will be available for questions at the end of the presentation. Before we begin, let me make it clear that our comments today may include forward-looking statements and information and answers to questions that could imply future expectations about the prospects and financial performance of the business for 2025 and beyond and could include the use of non-IFRS measures. These statements are subject to risks, uncertainties and assumptions. Accordingly, actual performance could differ materially from statements made or information provided today so you should not place undue reliance on them. We also do not intend to update forward-looking statements or information, except as required by law. I ask that you read our legal disclaimers and explanation of the use of non-IFRS measures, and refer you to the risks and assumptions outlined in our public disclosures, in particular, the sections entitled Forward-Looking Statements and Risk Factors in our annual information form for the year ended December 31, 2025, and our other filings, which are available on SEDAR+. Our full year and Q4 2025 results were released after market closed yesterday. The press release, financial statements, MD&A and annual information form are available on SEDAR+ as well as our website at baylintech.com. I would now like to turn the call over to Leighton.

Thank you, Kelly. 2025 was a year where disciplined execution really mattered. While revenue declined due to order pushouts in our Custom Antenna Group formerly called Embedded and we certainly saw a softer demand in our Satcom business lines, our team delivered strong results in the areas within our control, namely product mix, gross margin enhancement and operational efficiency. As highlighted in our release, we saw improved margin performance across the business, driven in large part by the continued strength of our Wireless Infrastructure business, which exceeded expectations in the fourth quarter and certainly for the year. Actually, to put a finer point on it, it grew -- in 2024, our Wireless Infrastructure business grew 40% in a very challenging wireless infrastructure capital spend environment, and it backed it up with another 32.5% gross -- growth last year with solid margins. We navigated the complex macro environment that included ongoing tariff uncertainty. April of last year was insane, shifting customer purchasing behavior, inflationary pressures and then obviously, unprecedented geopolitical issues. Despite these conditions, we kept a clear focus on the bottom line resilience and delivering results that [indiscernible]. Our adjusted EBITDA grew year-over-year by nearly 13% and gross margins expanded meaningfully. We also continue to manage our balance sheet prudently, ending the year with lower debt and improved working capital efficiency. As we look to 2026, we remain confident in the underlying strength of our Wireless Infrastructure platform, encouraged by early signs of recovery in the Custom Antenna Group, and we're realistic about the near-term challenges of our Satcom unit, particularly as we have focused more on defense and defense spending, which I'm going to share some news in a bit about some of the progress we've made there. Our strategic priority remains unchanged: building a leaner, more efficient, more cash-generative business while continuing to innovate in the areas where we hold clear competitive advantage. With that in context, I'll now hand it over to Cliff to walk you through our fourth quarter and full year financial results in more detail.

Thank you, Leighton. Let me now walk through our financial performance for the fourth quarter of 2025. Revenue for the quarter was $18.2 million, down from $20.8 million in Q4 of 2024, reflecting lower sales volume in the Embedded Antenna and Satcom business lines. Gross profit increased to $8.4 million, up $0.5 million or 6.6% compared with last year. This improvement was driven primarily by stronger revenue and favorable margin contribution from Wireless Infrastructure. Gross margin for the quarter was 46.1%, an increase of 8.2 percentage points over the 37.9% reported in Q4 of 2024. This is a result of a more profitable product mix in both Wireless Infrastructure and Embedded Antennas. Operational expenses were $9.9 million compared to $8.8 million reported in Q4 of 2024. The primary driver for the increase being $1.8 million expensed for services related to the acquisition of Kaelus for due diligence. Adjusted EBITDA for the quarter was $1.4 million compared with $1.8 million in Q4 of last year. The prior year quarter benefited from a $2 million reclassification from cash-based to noncash-based compensation, which did not repeat this year. Cash outflow from operations of $2.4 million was negatively affected by the lower sales volumes. Net loss for the quarter improved meaningfully to $2.5 million compared with a net loss of $4.9 million in Q4 of 2024. The prior year included a $2.6 million impairment charge for the Satcom business line, which contributed to the improvement in year-over-year comparability. Overall, the quarter demonstrates the resilience of our operating model with continued margin strength driven by improving product mix and disciplined cost control. Turning now to the full year results. Total revenue for 2025 was $76.3 million compared to $83.6 million in 2024. The decline of 8.7% reflected softer demand in our Embedded Antenna and Satcom business lines, partially offset by strong year-over-year performance in Wireless Infrastructure. Gross profit for the year was $34.1 million, essentially stable with the $34.4 million reported last year. Revenue headwinds were largely offset by margin improvements in both Wireless Infrastructure and Embedded Antennas. Gross margin improved to 44.7%, up from 41.1% in 2024, an increase of 3.6 percentage points. This reflects the successful ongoing shift towards higher-value multi-beam, small cell and other innovative antenna products as well as improved margins in the Embedded Antenna business line. Operational expenses, including incremental M&A expenses of $1.1 million for the Kaelus transaction, were $35.2 million compared to $36.3 million in 2024, a decrease of $1.1 million, demonstrating continued cost diligence. Adjusted EBITDA for the year was $6.1 million, an increase of $0.7 million or 12.8% compared to fiscal 2024. This growth was primarily driven by higher gross profit in the Wireless Infrastructure and our continued focus on cost discipline. Net loss for the year improved significantly to $4.7 million compared with $8.5 million last year, driven by lower operating expenses, the 2024 impairment charge, which did not repeat in 2025, and the favorable adjustment to the fair value of our convertible debentures. Cash inflow from operations of $0.4 million compared to the 2024 figure of $0.8 million. We ended the year with net debt of $12.4 million, excluding the restricted subscription receipts received prior to year-end. That is a reduction of $1.9 million, reflecting effective cash and working capital management. Finally, I'd like to note that we have disclosed in our financial statements material uncertainty relating to going concern as we're currently negotiating a new credit facility as part of the Kaelus acquisition, which has not closed yet. I'll now turn the call back over to Leighton.

Thank you, Cliff. I want to reiterate that 2025 was a year defined by execution and resilience against a really unprecedented background of geopolitical events and tensions. Even in the face of some revenue pressure, we maintained our focus on margin quality, cost discipline and product line optimization. These efforts translated into meaningfully stronger margins, year-over-year growth in adjusted EBITDA and substantial improvement in net loss, underscoring the effectiveness of our strategy and operating model. While the geopolitical situation remains uncertain with ongoing tariff considerations, questions on inflation certainly tied to what's going on with oil and the war in the Middle East, and shifting customer purchasing behavior, we remain committed to managing what we can control, executing with discipline, optimizing our product mix, strengthening customer engagement and driving operational efficiency across all units. As a result of the push ups of embedded -- sorry, in the Custom Antennas group, it's going to take me a while to get that right, and softness that we saw in Satcom, particularly the backlog level as we entered the year, we are seeing Q1 is going to have its challenges. Looking ahead to the entire year, we expect continued strength in Wireless Infrastructure, supported by robust demand for multi-link, small-cell and other innovative antenna solutions with strong interest from global operators and major Canadian carriers. In fact, in Q1, we received orders, and this is actually in a 30-day period from Deutsche Telekom, Orange Group, SFR and a Vodafone property. These are new customers for us and shows the progress we've been making penetrating into Europe, which was a greenfield market for infrastructure. We're also encouraged by the early demand and recovery in the Embedded Antenna line as customers transition from Wi-Fi 6 to Wi-Fi 7. To that end, we've actually seen several customers in late Q4 and certainly in Q2 who had previously gone with what I will say is a cheaper alternative, either from one of our competitors or an in-house cheap alternative from an ODM device manufacturer, come back to us and ask us to retrofit on multiple programs because they know we don't sell cheap, we sell quality of RF within our custom antenna line and as a result of that, we see that it's actually interesting, the book of projects that we currently have underway is, it's been high before, it's literally the highest it's ever been, and that phenomena is amplifying. Also interestingly enough, the FCC just came out with a proclamation that for, obviously, the U.S. market being a critical market for us, they have put a ban on any future home networking routers being manufactured outside of the United States. To make sure I explain that, that is something that we will be working on. There are exemptions to that. It does not affect anything we are doing today. By the way, we don't just do home networking, we do enterprise networking. We do public safety and several other products. But at the end of the day, it does mean there will be some impact likely 2 years out or more for some of our customers, and we will work with them to find solutions. Given that a lot of our engineering is in the U.S.A., we feel that we'll be able to manage that correctly. Finally, on Satcom. The market has been very challenged. I was literally just at a satellite conference in Washington, D.C. earlier this week. And the phenomena that we've seen certainly towards the tail end of last year and in Q1 of this year with lower order volumes and flow through, that is fairly universal in the portion of the satellite market that we serve. Now part of our pivot, and this has been a while in coming, strategic shift was to focus more on differentiation for high power and focus on defense spending. Why does that matter? First of all, defense spending has legs. Everyone can see it. There's a lot going on in the world right now. The downside of that is these defense programs tend to have long sales cycles and take longer to close. Kind of the breaking news and we will have a press release coming out shortly on this, we were just awarded $2 million in purchase orders from a U.S. defense contractor for a U.S. DoD application. That $2 million is the first order of a multiphase program that has the potential to have value, not just past $10 million, but substantially higher than that over several phases. In fact, we have estimated that the second purchase order, which we would receive after delivery of the first units, will be double the size of the original purchase order. That is something that will set us up for the long term. I wish we could turn that into revenue tomorrow. We have to do engineering work. We have to build product. But it shows that by the focus on defense as a key component of our satellite strategy, coupled with what we're doing to reduce and improve the cost structure of that business, that should eventually be a much healthier business in the long term. With respect to the recent acquisition of Kaelus, we had and I certainly had anticipated closing the transaction during the first quarter. Moreover, we've officially received and this was one of the things we were waiting on, we officially received the regulatory approval in the EU for foreign direct investment, sometimes called FDI. Effectively because Kaelus has a military/defense application in one of its product lines, we were required to get an EU approval. We have that. The challenge has been, given the multi-jurisdictional nature of the acquisition and the complexity of the agreement, we find ourselves to continuing to negotiate the final issues with the principal investors from Kaelus. As such, we do not anticipate closing this quarter, but do anticipate bringing the acquisition to conclusion in the near future. In fact, we have made substantial progress over the past 2 weeks and there is a -- in my mind, there's a path forward to get this done in the near term. Key areas for us going forward include finalizing the status of the acquisition, working on Satcom's long-term profitability and cost reductions, continuing to grow our infrastructure and custom antenna business lines through product innovation and customer engagement. We will continue to build a lean, more efficient and, importantly, more cash-generative business, ensuring we are well positioned to create sustainable long-term value for our shareholders, employees and customers. The improvement in our operating metrics and a reduced net debt position reflects the strength of our team and the focus we have had on execution. Thank you for your continued support and interest in Baylin. We look forward to updating you on the progress throughout the year. That concludes our formal remarks. Operator, we'd be pleased to take questions.

[Operator Instructions] Your first question comes from Daniel Rosenberg of Paradigm Capital.

I was just curious around the -- your comments around the Embedded division and the FCC ruling. Like is there clarity out of kind of how that regulation will be implemented? Like -- or are you still waiting to hear details about what those impacts might be on the business?

No, I think it's a good question. There is not full clarity, but this affects companies like TP-Link, NETGEAR. We certainly -- I've said this in investor meetings before, if you have global fiber in your home, which a lot of people do in the United States, our antennas are in products that are the wireless enablement in your home. Same thing with AT&T. Anyone -- Charter Communications is another easy example. Anyone who sells wireless networking gear, whether their own branded gear or consumer gear, such as TP-Link, Linksys and NETGEAR do, the regulation states that all new gear will need to be manufactured in the United States unless there is an exemption. Now the way that works, and this is why I'm saying is deferred, is everything we're doing today, everything that generates revenue today in the home networking segment of that -- of our custom antenna business is already approved. There is no look back. Anything that is new, new programs that are going to come out, the requirement states that they need to be provided -- they need to be manufactured in the U.S. As I talk to you today, based on what I see in the playing field, there is literally nothing that is currently manufactured in the U.S. What this likely means is the life cycle of our existing programs will be extended while the various organizations who I just mentioned are working either with their partners or directly to set up manufacturing in the United States should this regulation hold. That's not necessarily a terrible thing for us, right? Number two, and what is still unclear is that there is an exemption process where you can effectively have something manufactured overseas, but it has to go through a different certification now not just by the FCC, but effectively with the Department of War or the Department of Homeland Security. That process to get exemptions is completely unclear. I've seen commentary from folks like Linksys, NETGEAR and TP-Link, and they are still trying to get clarity on this. But there is a sense that if this is the "law of the land," it will be a level playing field that everyone needs to live with. And it will take time to get to that point where this type of manufacturing can be set up. Hopefully, that provides you with color.

Yes, that helps. And then I'm just wondering, in your own supply chains, like do you have flexibility? Obviously, these are long-term ideas, but to be able to move production, without the clarity, it's hard to make decisions around this. But just trying to gauge if there is some flexibility in your supply chain manufacturing process?

The short answer is yes, right? We obviously do a lot of our manufacturing for the custom antenna unit in China as we do for our infrastructure unit. It's our own company-owned facility. And the reason we do is bluntly the Chinese manufacturing supply chain system is world-class. Conversely, we do have customers today, particularly in the custom antenna line depending on what it is, this tends to be driven more by public safety in recent times looking to move production, even though it doesn't have an active component, which is generally the trigger wire for the U.S. government, to move manufacturing outside of China. We have already done so for several programs and are continuing to work on a couple of others where we can take those out of China. What is unclear is, if we are, for example, NETGEAR is a customer and 2 years from now, they set up -- have worked to get some type of U.S.-based manufacturing, in the end box, it's unclear if the antennas, which is a passive component, need to be manufactured in the U.S., or if they can be manufactured in China, and instead of being assembled into the bigger technology box, that is a NETGEAR router or a Charter router, et cetera, do those antennas have to be manufactured in the U.S.? Or can they continue to be manufactured overseas? There is 100% lack of clarity to that point. It's obviously something that we will need to assess over the next couple of years.

Okay. Understood. Appreciate that color. Secondly, just on the acquisition that understanding that you can't really say too much here, but just was curious, the bottlenecks you're seeing, are you speaking to multiple debt providers? Or is that you're finalizing arrangements? Any context you could give there would be appreciated.

We are in the throes of finalizing a new debt structure with a Canadian lender to come in and support the acquisitions. And when I mean finalizing, we are at the, I would say, 11th hour of turning red lines and having something ready for signature.

Okay. So I take it that language of early Q2 really means early, early Q2 is the ambition here?

The ambition is to get this done [indiscernible] , right? And look, part of this is also still negotiating with the owners of Kaelus, the principal owners. They -- this is, in many respects, their baby. They have a lot of pride in it. And when you have a lender, there will almost always be stipulations tied to covenants. That happens on every loan no matter who the lender is or the jurisdiction. And that has caused us to take longer in finalizing the puts and takes -- the final puts and takes on the purchase agreement. We are continuing to work through that. We are late in the game and expect to have a conclusion one way or another within the first few weeks of April and ideally the sooner the better. I feel good about the direction we're going to bring this to closure. I appreciate that the subscription receipts have been there for a period of time. And I thank the people who invested with us and their patience waiting for this to transpire. And I also can't discount the multi-jurisdictional nature of this. There was a lot of legal work and accounting work to make sure everything is buttoned up. So it's taken longer than we would like, but we're trying to bring this to a resolution pretty quickly.

Okay. And lastly for me, I was curious about the Satcom business. So it was a bit of a challenging year for that business. But the drivers of the performance there, was it competition, was it a change in technology, change in customer sets? Could you provide some...

Yes. So I think the reality of it is, is there are a lot of customers pause over -- as we went towards the back half of the year. We have certainly seen the change in geopolitics play a role. The irony is, and this is in part because we've started to focus so heavily on defense spending as a component of that, that sets the table for a pretty solid future. The challenge is the time frame to get those purchase orders. It's [indiscernible]. Getting this U.S. defense contractor purchase order in -- literally came in this week, a $2 million purchase order with the likelihood of the next one behind it being $4 million on a large multiphase program. That's huge for us. We also, and I think I've shared this with investors before, we're already spec-ed in on a completely different U.S. DoD application that is multi-phase. And the expectation is we will start to see purchase orders for that program later this year as the U.S. government continues to spend and enhance some of their defense capabilities. And then maybe the final point is, our bid book in Satcom remains elevated, and the big activity we are involved in remains significantly elevated around defense spending. So it tells me that there's a storm here. There was a lot driven -- certainly, the market changed with Starlink coming in and then Project Kuiper, which is out of Amazon is coming online with their LEO satellites. Obviously, you've got other people like OneWeb and Telesat in our own country doing the LEO work, and that certainly disrupted certain parts of our historical markets if I look back to kind of the 2022 time frame. But by making this pivot and having this focus, while it's taken longer than I would necessarily like, we feel pretty confident that we are set up to be in a good position to get a pretty reasonable share of the opportunities on the playing field because a lot of folks in this industry have had similar struggles to us. And at the risk of having cube risk, when you've lived through a turnaround like we have, it sharpens you, it makes you much more cost disciplined and we have weathered a storm and feel that the strategy that we're implementing is the right one that will set us up for long-term success.

There are no further questions at this time. I would hand over the call to Leighton Carroll for closing comments.

Yes. Thank you. So folks, I want to thank our employees for weathering a very crazy year. It's nice to see some successes. It's -- we're making progress on a lot of fronts. It's nice to deliver a better bottom line number. I would be happier if everything was moving up into the right. But we're continuing to work at it, and we feel good about the strategy that we have. We are obviously also and me personally spend a lot of time focused on the acquisition and trying to get this over the finish line because I do feel, in the long term, if we are able to get this closed, it is a transformative acquisition and will set our company to be really interesting in the long term to deliver even more value and drive shareholder value most importantly. With that, thank you, everybody, for being here, and I appreciate everyone's support, as always. Thank you, guys.

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