Solstice Advanced Materials Inc. (SOLS) Q3 2025 Earnings Report, Transcript and Summary

Greetings, and welcome to the Solstice Advanced Materials Third Quarter 2025 Earnings Call [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Mike Leithead, Vice President, Investor Relations. Thank you. You may begin.

Thank you, and good morning, everyone. Welcome to Solstice's Third Quarter 2025 Earnings Call. Solstice completed its spin-off from Honeywell on October 30 and is now listed on the Nasdaq Stock Exchange under the ticker SOLS. We are excited to be with you today for our first earnings call following the spin. We released our third quarter 2025 financial results earlier this morning. Today's presentation, including non-GAAP reconciliations and our earnings press release are available on the Investor Relations portion of Solstice's website at investor.solstice.com. Our discussion today will include forward-looking statements that are based on our best view of the world and our businesses as we see them today and are subject to risks and uncertainties, including the ones described in our SEC filings. Turning to Slide 3. Joining me today are David Sewell, our President and CEO; and Tina Pierce, our CFO. David will open today's call with highlights of our third quarter results. Tina will then review our segment performance and financial outlook before turning the call back to David for closing remarks. We will then be happy to take your questions. With that, I'll now turn the call over to David.

Thank you, Mike, and thank you, everyone, for joining us today. First, I'd like to recognize this significant milestone for Solstice as we host our first earnings call following our spin-off from Honeywell. Exactly 1 week ago today, we rang the opening bell at the NASDAQ to mark the beginning of our next chapter. The excitement was palpable throughout the day, not only from those participating in the celebration on site, but from all of our employees who cheered us on from their locations around the world. I can't stress enough how grateful I am to each of our team members who dedicated their time and talents to make that milestone possible and to the entire Solstice team who continue to deliver for our customers. As you'll hear on today's call, even as we were in the final stretches of preparing the business to operate as an independent entity, we continued to deliver strong financial results. As we discussed at our Investor Day last month, Solstice has a strong track record of peer-leading growth, fueled by our technology platforms and underpinned by strong secular growth trends in the end markets we serve. Our third quarter performance builds on this track record, delivering year-over-year net sales growth of 7%. This growth reflects both strong demand for our products as well as the significant value that our differentiated product platform provides our customers. During the third quarter, we also maintained our best-in-class margin profile, delivering adjusted stand-alone EBITDA margins of 24.3%. Our strong margin profile is driven by our commitment to operational excellence, capital efficiency and the specialty nature of our portfolio. During our Investor Day last month, we discussed how we are refining our operating model to focus on commercial excellence, drive productivity and optimize return on invested capital. Following our spin-off, Solstice's pro forma capital structure reflects a prudent net leverage profile estimated at approximately 1.5x, allowing for financial flexibility and the ability to continue reinvesting in high-return growth areas of the business. As we strive to unleash growth, we will be allocating capital with clear priorities and discipline, specifically in areas such as semiconductor materials, nuclear conversion, protective fibers and cooling technologies where we believe Solstice has a clear right to win. We believe this will enable us to make the key investments needed to accelerate our growth and profitability. Finally, with a strong third quarter, we are well positioned for the remainder of the year and are on track to deliver on our full year 2025 guidance. Turning to Slide 5. I'd like to discuss in more detail a few key highlights from our third quarter 2025 consolidated results. In the third quarter of 2025, Solstice recorded $969 million in net sales, up 7% year-over-year. Notably, in our Refrigerants & Applied Solutions segment for the quarter, robust demand for refrigerants drove 22% year-over-year net sales growth for that business as we are capitalizing on the HFO transition. In Electronic and Specialty Materials, we achieved top line growth in both Electronic Materials and Safety and Defense Solutions, which underscores the continued value that we provide our customers with our differentiated offerings across the businesses. Beyond the reported sales figure this quarter, underlying momentum continues to build in the business from key secular trends in the attractive end markets we serve. In alternative energy services, which is our nuclear conversion business, our backlog grew 12% sequentially, reflecting both favorable order activity and benefits in price. In Electronic Materials, we saw our order book strengthen throughout the quarter and see positive momentum carrying into the fourth quarter, further solidifying our optimism around our position in the growing AI, semiconductor and data center landscape. Adjusted stand-alone EBITDA for the third quarter of 2025 was $235 million, reflecting a 5% decrease year-over-year and an adjusted stand-alone EBITDA margin of 24.3%. This was largely due to anticipated transitory costs, including certain items related to our spin-off as well as the expected technology transition from HFCs to HFOs. As discussed during our recent Investor Day, this leads to our full year baseline guidance of 25% EBITDA margins, which we are well in line to achieve. Finally, while we reported a net loss attributed to Solstice of $35 million for the third quarter of 2025, the decrease year-over-year was primarily driven by the impact of higher income tax expense resulting from frictional taxes associated with the spin-off. We estimate these discrete tax items added approximately 80 percentage points to our effective tax rate this quarter. As we complete our transition to operating as a stand-alone public company and move past some of these discrete transitory items related to our spin-off, we are very confident in our opportunity for margin expansion and long-term trajectory for growth to drive improved profitability. Turning to Slide 6. I'd like to discuss in more detail the puts and takes impacting our year-over-year net sales and adjusted stand-alone EBITDA performance. Beginning with our net sales of $969 million for the quarter. Organic net sales growth was 5%, including 2% from volume growth and 3% due to pricing. This primarily reflects volume growth and favorable pricing in refrigerants, which was partially offset by lower volumes in Healthcare Packaging and Research and Performance Chemicals. Our net sales growth also included a 2% increase due to foreign currency translation. Turning to our adjusted stand-alone EBITDA of $235 million for the quarter. The decrease year-over-year was driven by approximately $10 million of anticipated transitory costs discussed earlier, which primarily fell in the ESM segment as well as a year-over-year shift in refrigerants product mix, primarily within the stationary end market. This industry shift reflects a significant increase in demand for our low global warming potential refrigerants for stationary applications due to the ongoing regulatory transition towards next-generation HFO solutions. While this transition translates to a year-over-year margin decline, we foresee much greater longer-term benefits for our business due in part to our industry leadership in this space. As an example, as the installed base of stationary units using HFO blends continues to grow, we would expect to see benefits from an emerging aftermarket, which represents approximately 50% of our refrigerant product mix today. Our adjusted stand-alone EBITDA margin declined by a little less than 3 percentage points year-over-year, remaining healthy at 24.3%, inclusive of an approximate 100 basis point impact from transitory costs that I mentioned earlier. Offsetting the negative impacts I just described were modest price and cost timing benefits for the quarter. I hope this gives you a clearer idea of the puts and takes impacting our business in the short term. We are pleased with our ability to continue to deliver a healthy and attractive margin profile, and we are on track to deliver against our 2025 revenue and EBITDA guidance. With that, I'll now turn it over to Tina Pierce, our CFO, to discuss our segment results for the quarter in more detail.

Thank you, David. Now let me talk in a bit more detail about the results in each of our 2 segments, beginning with Refrigerants and Applied Solutions on Slide 7. Overall, the segment achieved $687 million in net sales for the third quarter of 2025, reflecting 9% growth year-over-year. The growth is composed of 8% organic net sales growth and 1% increase due to foreign currency translation. The segment posted $243 million in adjusted EBITDA for the third quarter of 2025, down 3% year-over-year and adjusted EBITDA margin of 35.4%, down 431 basis points year-over-year. As David mentioned previously, this decrease was primarily driven by stationary refrigerants product mix, which more than offset positive flow-through in both -- both in volume and pricing. Transitory cost had a negligible impact in the segment. Looking at performance for our subsegments, Refrigerant net sales increased 22% year-over-year to $400 million, driven by both favorable pricing and volume growth. As David mentioned, our refrigerants business experienced a significant increase in demand for our low global warming potential refrigerants for stationary applications due to the ongoing regulatory transition towards next-generation HFO solutions. We also saw modest growth in auto during the quarter and continued to strengthen our aftermarket position. Building Solutions and Intermediate net sales were $175 million, down 3% year-over-year. Although continued softness in the construction market impacted performance, we remain focused on driving LGWP solutions and on continuing our strong operational execution to ensure we are well positioned to serve our customers upon a return to more normalized demand in key end markets. For Healthcare Packaging, net sales were $49 million, down 14% year-over-year. The decline was due to lower volumes resulting from some destocking we saw in the pharmaceutical end market. Despite this headwind during the quarter, we're confident in our strong market position through our Aclar brand of high-barrier packaging materials. We also remain excited about the long-term growth trajectory for our low global warming potential medical propellant and our ability to leverage our expertise to support the growing need for low GWP inhaler solutions. Lastly, our alternative energy service business had $63 million in net sales, down 2% year-over-year. While the year-over-year sales comparison was impacted by customer timing, underlying business momentum continues to accelerate with our AES backlog up 12% during the quarter to $2.2 billion as of September 30. Now turning to our Electronic and Specialty Materials segment on Slide 8. The segment achieved $282 million in net sales for the third quarter of 2025, reflecting 2% growth year-over-year, largely attributable to favorable foreign currency translation. Flat organic sales growth consisted of increases in Electronic Materials and Safety and Defense Solutions as well as Research and Performance Chemicals pricing, offset by Research and Performance Chemicals volume declines. The segment posted $47 million in adjusted EBITDA for the third quarter of 2025, down 15% year-over-year and adjusted EBITDA margin of 16.7%, down 319 basis points year-over-year. The decrease was primarily driven by anticipated transitory cost items that David mentioned earlier. Looking at the performance of our subsegments, Electronic Materials net sales increased 4% year-over-year to $103 million, driven by volume growth. As David mentioned earlier, we saw improving order patterns throughout the quarter and expect growth momentum to carry into fourth quarter in our key sputtering targets and thermal interface materials offerings. We are investing for growth in this business as we outlined at our recent Investor Day, which should ensure we are well positioned to capitalize on key secular trends for semiconductors, AI and data centers. Safety and Defense Solutions had $53 million in net sales, up 6% year-over-year, driven by volume growth. This growth was fueled by strong demand for both armor and medical fiber applications during the quarter. We remain encouraged by the growth of this business as we look to invest in furthering our Spectra capabilities. Finally, Research and Performance Chemicals net sales declined 2% year-over-year to $126 million. This decline was primarily driven by lower volumes, partially offset by favorable pricing. Moving to Slide 9 to discuss Solstice's balance sheet and capital management. Our financial health continues to be bolstered by significant cash flow generation and cash conversion. As outlined in our recent Investor Day, we remain focused on reinvesting in the business, especially in key high-return growth areas. Our capital expenditures were $248 million for the 9 months ended September 30, 2025, a 23% increase compared to the prior year due to planned increases in capital spending to drive long-term growth. Adjusted stand-alone EBITDA less CapEx for the 9 months ended September 30, 2025, was $520 million, a 7% decrease compared to the prior year period as higher capital expenditures more than offset the increase in stand-alone adjusted EBITDA. Despite the anticipated decrease year-over-year, this still equates to strong cash conversion of 68% for the 9 months to date. Turning to our capital structure. We have a very strong balance sheet with a conservative leverage profile and ample liquidity. Following the execution of the spin-off on October 30, our total long-term debt was $2 billion, and we had cash and cash equivalents of approximately $450 million, resulting in net debt of approximately $1.6 billion and an estimated net leverage ratio of approximately 1.5x based on our trailing 12-month stand-alone adjusted EBITDA. Our capital structure reflects the strong outcome from our debt raise earlier this year. Our $2 billion of long-term debt is comprised of $1 billion Term Loan B at SOFR plus 175 basis points and $1 billion of 5.625% senior notes due in 2033. We also had $1 billion of availability under our revolving credit facility, which combined with the cash on our balance sheet results in approximately $1.5 billion of total liquidity. Moving forward, we will continue to deploy capital in line with the capital allocation priorities we outlined at our Investor Day. These include investing in high-return organic growth projects, maintaining a strong balance sheet and a strong liquidity position, accelerating growth through selective M&A and finally, returning excess capital to shareholders. Turning to Slide 10. I'd like to discuss our financial guidance, which we previously provided at our Investor Day. Based on our results discussed today and expectations for the fourth quarter, we are on track to deliver our full year 2025 guidance. This includes net sales between $3.75 billion and $3.85 billion, adjusted stand-alone EBITDA margin of approximately 25% and capital expenditures between $365 million to $415 million. As you will likely note, this implies an adjusted EBITDA and margin decline in the fourth quarter, reflecting remaining transitory cost, refrigerant seasonality and near-term actions to position us for strong growth in 2026. We do not expect fourth quarter results to represent the true trajectory of our business performance going forward, and we are excited about the momentum we are seeing into 2026. I'd now like to pass it back over to David for some closing remarks.

Thank you, Tina. Please turn to Slide 11. As Tina just mentioned, we are on track to deliver on our full year 2025 guidance. Our outlook is based on our belief in Solstice clear right to win and future prospects that are supported by strong secular trends, a clear path ahead for resilient and long-lasting growth and a refined operating model that enables our strategy to unleash that growth. We are committed to unlocking growth by expanding our leadership positions through investing in our capabilities, expanding our deep customer relationships and enhancing our proven growth engine. Our third quarter results reflect the burgeoning benefits of our strategy as demonstrated through our strong top line. We will also deploy our refined operating model to continue driving operational excellence. Our model focuses on our innovation and commercialization processes to maximize customer value and drive growth. It steers us to commercial excellence through best-in-class practices around pricing, margin management and customer centricity. It also aligns us towards disciplined capital deployment and optimization, efficient supply chain and logistics management and manufacturing excellence. We're confident that this operating model will enable us to further our strategy and unleash our growth potential. I'm also confident that our near-term transition positions us well to benefit in the medium and long term. As a stand-alone company, we have the ability to focus our capital spend on the highest return projects with an aim to improve margins and drive organic top line growth. We believe ongoing momentum in areas such as refrigerants, semiconductor materials, protective fibers and nuclear validates our decision to invest in these areas, which are well aligned with our growth strategy. Looking beyond 2025, we already are finding opportunities and actioning items to improve our cost profile. This should provide a long-term pathway for margin improvement, furthering our financial strength. Finally, we have a strong liquidity position and financial flexibility that is enabling us to invest for high-return growth at a time when many others in the chemical space are pulling back. We apply a disciplined capital allocation strategy that strengthens our ability to serve customers and reflects a focus on investing in growth while maintaining a strong and flexible balance sheet. We have both the financial flexibility and strategic focus to enable organic and inorganic investments that drive technological innovation, improve customer proximity, bolster our industry leadership and expand that leadership as we pursue our differentiated growth strategy. With over 130 years of innovation at the intersection of chemistry, engineering and material science, our business has built a deeply rooted legacy. We have demonstrated long-standing leadership across multiple innovation cycles, not just keeping pace with the market, but defining it. I couldn't be more excited as we embark on our future as an independent company. We look forward to sharing additional updates in the months ahead. With that, we are now happy to take your questions.

[Operator Instructions] Our first question comes from the line of John McNulty with BMO Capital Markets.

Congratulations on the split. So I wanted to get into the AES segment a little bit more. Even since your Capital Markets Day, there's been growing enthusiasm kind of around the nuclear markets. And I guess we can see that even today in your backlog expanding. I guess, can you help us to understand a little bit more about what drove that backlog increase? Was it primarily price? Was there more volume coming in? And also how you can capture volume growth going forward? I know you've got the big debottleneck that's coming on, but it seems like you may be close to sold out even post that. So I guess, how do we think about the growth for this business given the enthusiasm and excitement around nuclear right now?

John, thanks for the question. And the backlog increase, we saw a 12% backlog increase, to your point. That was new orders, not pricing. And we are aligned with our capacity expansion with the volume anticipated demand that we see. However, there has been a lot of recent announcements of expansion investments. So we're following that very closely. And if we need to continue to expand manufacturing capabilities, we'll be able to do so to meet the demand. But it's an exciting growth opportunity for us long term, and it's really nice to see all of these announcements and investments that have been made in the marketplace.

Got it. Okay. No, that's helpful. And then just as a follow-up, the refrigerants business, it seems like it's actually -- despite the volume or the top line side, it seems like it's a little bit more of a drag on EBITDA than I guess we were expecting it to be. I guess can you help us to unpack that mix shift like kind of negative headwind? And I guess, how does that set you up as you're looking to 2026? Can we see the refrigerants EBITDA and the margins inflect up at that point?

John, you're exactly right. It's really driven by the short-term transition from HFCs to HFOs and really more specifically from 410A transitioning to 454B. And we did anticipate the margin contraction during the initial transition, which is within the forecast of that 25% year-over-year margin. But what we see moving forward is we'll finish up the transition, pricing has stabilized. And then as we get into 2026, we'll start to see the aftermarket kick in. And as we've talked about, that's a little bit higher margin business than our OEM business. So we see the opportunity growing in margins. We just need to get through the transition, and this was an expected transition that we had. And I think you'll definitely see it in the fourth quarter and then start really reducing the beginning of the year. And then as -- we'll give a forecast in 2026, but we should be out of the transition as we get in further into '26.

Our next question comes from the line of Kevin McCarthy with Vertical Research Partners.

Congratulations on your first public quarter, exciting stuff. David, I wanted to pick up on your prior thought. At the Capital Markets Day on October 8, you set forth an EBITDA growth trajectory in the mid-single-digit range for the medium term. And I understand you'll probably give more specific guidance next quarter. But as we think about that mid-single-digit glide path, might it apply to 2026 as well? Or do you think there are either transition issues or market issues that you're seeing that would cause it to be below or above that range? How are you thinking about that growth trajectory for the next year or so?

Yes. Thanks for the question, Kevin. We'll certainly, to your point, give 2026 guidance when we report fourth quarter. But the way we think about it and have we -- and again, we're on track for how we see it is exiting the year around that 25% margin and then our growth rate will come from there. So we don't feel like there'll be continued downside. We feel like the 25% is our baseline, and that's where we'll be able to grow from with the growth secular trends that we're seeing that get us pretty excited.

And Kevin, this is Mike. I would just build on that a little bit. As you'll see in the appendix, we included a slide to sort of help people bridge through some of these transitory costs. As David mentioned, most of these will be behind us as we exit the year. So we really do feel comfortable that as we get into '26, a lot of these margin impacts are not expected to carry over.

Very good. And to follow up on that, Mike, I was noticing on Slide 13 in the appendix, it looks like you're baking into the fourth quarter about 300 basis points having to do with plant downtime. So David, can you elaborate on that? Is that having to do with maintenance or inventory management efforts? And maybe you can talk about what's down and what the effects might be on a segment level, please?

Yes. So Kevin, it's a combination of both planned downtime and some unplanned downtime. The planned downtime was mostly in Baton Rouge and Geismar, but that was fully baked into our forecast. We did have some unplanned downtime. It was an issue with the reactor. That was in our ESM business. The good news is we're fully operational. Everything is up and running, but we did incur some costs in that in the third quarter, and we will incur some costs and impact on that in the fourth quarter. But again, good news is fully operational, and we'll have it behind us once we get through the fourth quarter.

Our next question comes from the line of Josh Spector with UBS.

I want to follow up on that last question. Just -- so if you look through your slides and kind of how you guys have talked about the second half, you have $30 million in transitory costs you're calling out from corporate. It seems like you're calling out a lot of this plant and downtime impact as perhaps more temporary at maybe $20 million, $25 million. Are those things that we should be adding back base case to next year? And if that number is wrong, what would you point us to instead?

Yes. Josh, so really, the anchor is the guidance that we provided. And so that's the $950 million of EBITDA for 2025, which is approximately a 25% margin rate. So what we've highlighted here on Page 13 is, yes, the $30 million of transitory cost, those will definitely not reoccur. We had $10 million -- approximately $10 million in quarter 3, and then you can see there's approximately $20 million in Q4. And this involved a hedge. We are part of the broader Honeywell hedging program. That has been discontinued effective at the time of the spin. And then as we stood up our new freight and logistics organization, there were some changes in the estimates associated with that. All of that is behind us now. And then as David alluded on the plant downtime and absorption, all of the plants are up and operating now. So we don't anticipate that going forward. And then the final factor there is just seasonality, and that's largely our refrigerants business. That business tends to be a little bit heavier in second and third quarter. So that's the third reason for the step down. But overall, we continue to remain confident in the guidance that we provided at our Investor Day.

Okay. And just going back to the RAS segment and some of the moving pieces on margins. I guess one piece I don't understand is that you're seeing a big margin and EBITDA impact in the second half from the transition, but it doesn't really seem like you saw that anywhere to the same degree in the first half. So I don't know if there's a difference in mix half-on-half that has a bigger impact. And I guess, importantly, when we're thinking about first half '26 and the margins that you reported, is there a headwind that we need to anticipate there that's a negative for EBITDA? Or is that already largely baked in and we can grow off of that?

Yes, Josh, it's a good question. There's a couple of pieces here that I'll walk through on the refrigerants. In 2024, 410 market was really tight, and that pricing has since stabilized. So we are up against that from a year-over-year standpoint. But the other piece that's a factor is we have such strong demand and to ensure we could supply our customers, we did import from overseas to meet that demand and keep our customers running. And when we did that, there was a little bit of a margin impact for obvious reasons, but we felt it was more important to satisfy the needs of our customers. So we did see some margin contraction with that. The good news about that is we are fully stabilizing our supply chain to meet the demand needs. So we don't anticipate having that as we go into 2026.

Our next question comes from the line of John Roberts with Mizuho Securities.

I don't think we have the 2 quarters of 2025 first half separated yet. That's fair. So maybe to follow on, on that question, will the transitory headwinds be big enough that the March quarter will be down? I don't even know what our March quarter 2025 was to compare against. But will you be able to flip to up? I know you don't want to give guidance for 2026 yet, but just directionally, will those headwinds be big enough that we'll still have a down March 2026 quarter?

No, we should be through the transitory costs through -- by the end of the year. We will have the TSAs that we talked about at our Investor Day that go through most of 2026. So we will have those costs. We'll have a little bit of the transition from HFCs to HFOs leaking into the first quarter, which are anticipated. But by and large, those transitory costs should be behind us.

And when will we get the split for the first half of 2025 results, so we'll have the comparisons?

Yes, John, it's Mike. So yes, we will be able to break that out for you in short order here going forward.

Ladies and gentlemen, that concludes our question-and-answer session. I'll turn the floor back to Mr. Leithead for his final comments.

Great. Well, look, we really appreciate everybody joining us today for our first earnings call as a public company. If you need anything, please reach out to the IR department and happy to help. So thank you, and have a good day.

Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.