Marty Neese
Analyst · Lake Street Capital Markets
Thank you, Sumit, and good morning, everyone. This morning, I will focus on what I believe is one of the most transformative milestones in Ballard's history, our definitive agreement to acquire GeoPura. I want to detail why this transaction makes compelling strategic and financial sense for both companies, how we value the underlying business and what lies ahead. This is a pivotal moment for Ballard, one that fundamentally expands our business model and accelerates our growth trajectory and underpins our path to profitability. Let me first place this acquisition within the context of our goal to become profitable by the end of 2027. We have made tremendous progress in reducing our product and corporate cost structures, delivering another quarter of positive and improving gross margins and lower year-over-year total operating expenses. Our attention now turns to revenue growth. As a fuel cell engine supplier, effectively one critical component in a large ecosystem, we focus on the technology and innovation levers within our control, namely developing new products for near-term markets, driving down product costs and creating higher-margin recurring aftersales service offerings. Expansion beyond component supply and into the extended value chain creates opportunities to accelerate adoption and revenue growth. Through direct influence across the value chain, we can optimize hydrogen supply and total cost of ownership while capturing greater ecosystem value. This brings me to why we are so excited by the GeoPura-Ballard combination. GeoPura was founded in 2019 with a clear mission to provide zero-emission power that can be deployed wherever and whenever it is needed. They design, manufacture and operate hydrogen power units or HPUs that convert hydrogen into clean electricity using Ballard fuel cell engines at their heart. GeoPura also produces and distributes compressed hydrogen made through electrolysis at their production sites. To date, they have delivered hundreds of tons of green hydrogen using the largest hydrogen distribution fleet in the U.K. They operate a growing fleet of more than 60 HPUs, which are rented directly to customers. Customers are provided a one-stop complete Energy-as-a-Service solution, combining fuel supply and power generation equipment. All told, they are integrated across the hydrogen value chain from molecule to megawatt. This acquisition is highly complementary for both companies to accelerate our mutual growth. Ballard overcomes the industry's classic hydrogen fuel supply bottleneck and gains immediate access to proven category-defining stationary power products such as GeoPura's 100-kilowatt portable HPUs that can be towed by a pickup truck to their 500-kilowatt HPU2 power blocks that can be numbered up to 50 megawatts. GeoPura also comes with established relationships with numerous blue-chip customers. Meanwhile, GeoPura gains the global scale, balance sheet strength, brand recognition and reach needed to expand leases and sales of its HPUs. Ballard provides greater access to heavy-duty mobility customers for hydrogen sales. Together, we expect to scale faster and at a lower cost, transforming Ballard into an Energy-as-a-Service provider capable of lowering total customer -- lowering customer TCO and capturing revenue across the entire value chain. Ballard's fuel cells have been central to GeoPura's products since the beginning, and now we are bringing the entire technology stack under one horizontally integrated solution. To illustrate the strategic power of this acquisition to Ballard, we look at it through a simple framework, which we walked through on the deal announcement call. In short, we say 3, 5, 10 now. 3, 3x the growth rate. GeoPura's high-growth business model accelerates our combined trajectory, supporting an expected 3x revenue growth rate. To be clear, this 3x projection is a baseline grounded in their current operations and organic growth. It does not yet factor in major long-term upside opportunities such as expanding hydrogen production, significant cross-selling fuel to our heavy-duty mobility customers, data center opportunities or bringing HPU rentals and sales to North America. These represent highly attractive additive growth vectors. 5, 5x the value capture. By bundling the ecosystem, we expand our value capture per deployed megawatt by approximately 5x compared to selling stand-alone fuel cell engines. While engine sales remain a solid core business, they capture approximately 15% of the total value chain on a dollar per megawatt basis. As ecosystem fleet owners with a recurring equipment rental business combined with fuel, we would control over 75% of this value chain. This integration allows us to lower delivered power costs and guarantee fuel delivery for both stationary and mobility customers. Customers are willing to pay for a simplified solution, providing six nines of reliable power without the complexity of managing hardware and fuel logistics separately. By offering a fully managed one-stop solution, we make our customers' lives easier, allowing us to accelerate adoption while simultaneously building more predictable, recurring, high-margin revenue streams. 10, 10x the market. Our total addressable market expands tenfold. This acquisition extends our footprint beyond heavy-duty mobility into an estimated $300 billion installed base of diesel gensets with an annual replacement rate of approximately $16 billion per year, a rapidly growing $4 billion data center backup power market and a $20 billion hydrogen fuel supply market. This forms a highly complementary 2-way bridge. Ballard gains immediate entry into high-growth stationary and fuel markets, while GeoPura leverages our global brand and deep industrial experience to expand into heavy-duty mobility and North American markets. Now cost parity now. We are not waiting on future technology or other innovation milestones. We are focused on ready now markets with supportive policies such as the HAR program in the U.K. In such regions, GeoPura's HPUs achieve cost parity with incumbent diesel today. By unifying our organizations, we have the ability to drive further scale and efficiencies in engineering, supply chain optimization, component cost reductions and vertical integration benefits. By further lowering costs, we can expand the geographic markets where our solutions win on pure economics. Ultimately, customers can have both clean energy and lower costs. Importantly, this acquisition supports and strengthens our path to becoming profitable by the end of 2027. We are acquiring a high-performing business already on a clear trajectory toward profitability with proven technology, operating model and enviable customer base. The underlying leasing model is straightforward. GeoPura's HPUs have an expected operating life of approximately 15 years with an expected capital payback period under 3 years due to high-margin rental revenue and fuel supply mix. As the fleet expands, recurring hydrogen fuel cells from their hydrogen production sites grow in tandem. This creates a self-reinforcing, highly profitable growth engine with significant financing flexibility to fund sustainable growth. These strong economics underpin our agreement to acquire GeoPura for GBP 275 million in upfront consideration. This valuation is supported by GeoPura's highly defensible operational reliability advantage. Delivering six nines uptime of mission-critical power to customers requires seamless orchestration across production, distribution, logistics and site operations. GeoPura has solved this operational puzzle, creating a significant competitive moat. This proven reliability is why their HPUs are already trusted to power live TV and film productions for major events like the PGA Tour and to provide critical power for the U.K.'s largest multiyear construction project, the Lower Thames Crossing. In addition to a portion of their expected GBP 38 million or approximately USD 50 million of revenue in 2026, we also anticipate realizing approximately $25 million in annual run rate EBITDA synergies by 2028 through joint manufacturing, supply chain integration, cost reductions through vertical integration and commercial cross-selling. We are targeting a September close pending customary approvals. Our teams are deeply focused on integration planning, communications and day 1 execution readiness. This will ensure we have a successful launch and rapidly seize the numerous opportunities in front of us. Now before I turn the call over to Kate, I want to express my immense gratitude for the combined teams of Ballard and GeoPura. Our long-standing relationship has served us well over the past months as we execute this deal. Once we are closed, we can double down on providing great service and value to our combined customer base. With that, I will hand the call over to Kate.