Thank you for standing by, and welcome to the Westport Fuel Systems Second Quarter 2025 Conference Call. [Operator Instructions] As a reminder, today's program is being recorded. And now I'd like to introduce your host for today's program, Ashley Nuell, Vice President of Investor Relations. Please go ahead.

Good morning, everyone. Welcome to Westport Fuel Systems conference call regarding its second quarter 2025 financial and operating results. This call is being held to coincide with the press release containing Westport's financial results that were issued yesterday after markets closed. On today's call, speaking on behalf of Westport is Chief Executive Officer and Director, Dan Sceli; and Chief Financial Officer, Bill Larkin. Attendance on this call is open to the public, but questions will be restricted to the investment community. You are reminded that certain statements made on this conference call and our responses to certain questions may constitute forward- looking statements within the meaning of the U.S. and applicable Canadian securities laws, and as such, forward-looking statements are made based on our current expectations and involve certain risks and uncertainties. With that, I'll turn the call over to you, Dan.

Thank you, Ashley, and good morning, everyone. We continue to make meaningful progress in transforming Westport and sharpening our strategic focus to achieve that transition. In Q2 2025, our efforts translated into measurable results. Reported revenue was $12.5 million for the quarter as compared to $14.1 million in the same quarter of the prior year. Consolidated revenue, including the Light- Duty segment, which was reported as discontinued operations during the quarter, totaled $88.8 million as compared to $83.4 million in the same period of 2024. In addition, Cespira generated $12 million in revenue during the quarter. Finally, following quarter end, we made significant progress in advancing our strategic transformation this quarter, culminating in the recent successful divestiture of our Light-Duty segment. This transaction strengthens our balance sheet, and sharpens our strategic focus on high-impact opportunities in commercial transportation and industrial applications. With the successful completion of the sale of the Light-Duty segment, Westport is taking the necessary steps to execute on a newly focused and integrated business strategy. What sets Westport apart is our ability to deliver performance, cost efficiency and environmental benefits together. Our company is well positioned with fuel-agnostic technologies that are already available in the market and designed to evolve alongside the industry's transition. Our solutions allow customers to adopt net zero and low-carbon fuels today with a cost-effective pathway to hydrogen adoption as its availability increases. In the short term, RNG represents a significant opportunity to reduce emissions in heavy-duty and off-road applications. We're actively pursuing multiple growth opportunities that are economically compelling right now. In addition, our IP portfolio is expected to provide a competitive advantage well into the future. Further, the company recognizes the evolving macroeconomic environment and is positioning to capitalize on renewed market momentum, especially as it relates to the use of…

Thank you, Dan, and good morning. Before going into specifics of the quarter, I want to highlight that in the second quarter, the Light- Duty business was accounted for as discontinued operations in the statements of operations and cash flows, while its related assets and liabilities were presented as held for sale resulted in the Light-Duty business being presented differently during the second quarter of 2025 than in the past. The prior year comparatives have been reclassified to the current period presentation. Accordingly, please see Note 5 in the financial statements for the assets, liabilities, revenues and expenses of the company's discontinued operations. Also as a reminder, the Cespira JV was formed in June 2024. So Q2 of 2024 results include 1 month with Cespira being accounted for under the equity method following the close of that transaction. Moving into the details of our second quarter results, given we accounted for the Light-Duty business as part of continued operation -- discontinued operations, our consolidated revenue from continuing operations of $12.5 million for the quarter does not include the $76.4 million generated from the Light-Duty business in Q2 of 2025. Including Light-Duty business revenue, Westport generated consolidated revenue of $88.9 million in the quarter as compared to $83.4 million in the same period last year. In addition, Cespira generated $12 million of revenue during Q2 of 2025. The $12.5 million of consolidated revenue from continuing operations reported in the second quarter was 11% decrease from the $14.1 million generated in the same period of last year. This is primarily driven by decreased sales volumes in our High-Pressure Controls & Systems and Heavy-Duty OEM business segments. We demonstrated an improvement in adjusted EBITDA for the quarter ended June 30, 2025. We reported adjusted EBITDA of negative $1 million, compared to negative $2…

Thank you, Bill. To recap, the closing of the Light-Duty transaction enables Westport to return to its roots where it can focus on solutions, for hard to decarbonize mobility, and industrial applications and invest in growth. Needless to say, we are very excited about the company's future. Thank you to everyone who joined the call today. Your continued support is immeasurably important to us. We continue to move through 2025 with purpose to create value for our shareholders. Thank you again for joining us today.

And our first question for today comes from the line of Eric Stine from Craig-Hallum.

So maybe first on HPDI, you mentioned activity outside of Europe, specifically India, South America and multiple locations in Asia. Can you just provide more details there? I mean are these -- would you characterize these as trials? Are they volumes from Volvo in some of these new markets? Or how does that kind of play into your goal of adding additional OEMs going forward in Cespira?

Sure. I think what we're seeing is Volvo is planting growth seeds in different markets. They've fully established HPDI in Europe. And now they're going out to other markets to begin that same process, whether it's in Chile and Peru or in India, we see them beginning to move around the globe with the technology to build market acceptance.

Got it. And then in this kind of dovetails with that, you mentioned that Westport developing the CNG HPDI version. I guess, from the way it was worded, unclear if that was a Westport only development or the joint venture because I know that there is a view at some point that Volvo potentially brings HPDI to the U.S.?

Sure. So what -- I mean HPDI on engine is solely part of Cespira. Their current off engine, i.e., the storage, the fuel storage and movement to the engine is in LNG. We see the other markets starting to move and CNG is clearly one of the primary methods in North America, specifically in the U.S., there is a combination in Canada. But what Westport is developing is the off-engine side of that, the storage and material handling to the HPDI system.

Okay. So Westport only, I mean, is that something that, that work -- if there are any revenues resulting from expenses, would that be in the High-Pressure Components & Systems business? Or what does that look like?

Yes, we'll be structuring that as a separate business somewhat. The high pressure control is a big part of that because to manage any compressed gases in these storage tanks, you need the high-pressure controls. The tank valves, the pressure controls, the safeties all of that kit is needed to manage those high-pressure tanks.

Okay. Maybe last one for me, and this, I guess, kind of plays into the view for additional OEMs for HPDI. But I know that kind of the headlines and some of the market has cooled on hydrogen, but just curious, I mean, are you seeing that is one of the drivers. Is it people looking at natural gas? Is it the optionality of fuel for HPDI? I mean how do you think that plays out?

Sure. So I mean certainly, we see the hydrogen development continuing in China at a fast pace. We've seen it slow down everywhere else. But you hit the key point. HPDI is fuel agnostic. And the on-engine system can run on any one of the fuels, hydrogen, all the natural gases. And so we see that -- so for instance, in North America, we see the pendulum is swung and there's going to be a huge opportunity for natural gas expansion in the transportation -- the heavy transportation segment. And we want to participate in that. We see that as a growth opportunity, and we're going to position ourselves to be part of it.

And our next question comes from the line of Rob Brown from Lake Street Capital Markets.

Just on the High-Pressure Controls business, the current run rate is this sort of a baseline that you can grow from? Or do you see some kind of continuing ins and outs here this year before things ramp?

It's a bumpy road right now. I think we're in the middle of a, I'll call it, a bit of a pause as the new administration is setting up policies and regulations. We see that everybody is watching carefully to see which direction it goes in North America. What we -- and in China, we see the continued opportunities being pursued from a governmental level. They're driving a lot of the activities in the hydrogen world. So it's a mixed bag for us. One of the key things is to have better control of the manufacturing and development and linking the two by moving the manufacturing out of Italy for these components to Cambridge, our Ontario site. And then, of course, some of it's going to go to China. The China plant that we've been building is for China market only. It's a localization strategy. It's a cost reduction strategy to take part in what our customers are telling us is continued growth in that market.

Okay. Great. And then on the OpEx kind of run rate after things settle here. I think you talked about it coming down, but what's kind of a good directional run rate for the OpEx going forward?

Yes, sure. So we still have -- as we've divested of Light-Duty, and the Light-Duty business commanded an awful lot of time, attention and resources. It was a very complex -- the breadth of the business was quite staggering for the size of it. And this will allow us to continue to rightsize our overhead, and focus our R&D on these growing natural gas markets.

And then also, I think I'll add to that, Dan, is when you look at our R&D spend, it will be a progression. I think we'll see pretty much the full reduction in 2026 because we got to get through the full year audit. We got our audit fees, tax fees. There's a lot of outside services in relation to when we have the consolidated business that we're going to continue to incur through the rest of this year. As we mentioned, we will start -- we are actually starting to rightsize the business, reduce costs where we can, and we will continue that well in the 2026. So I think when you see kind of a full, what is a normalized run rate, we'll see that in 2026.

Yes. Yes, good point, Bill.

And our next question comes from the line of Sameer Joshi from H.C. Wainwright.

Just sort of a clarification on the continuing operations revenue. I think the first half revenue is around $19.8 million versus $12.5 million for the second quarter. That implies a $7.3 million in the first quarter. Is that sort of seasonality? Or is that lumpiness? Or like how should we look at it as we model this in the coming quarters?

Yes. What we're seeing is that outside of China, we're seeing a number of programs being slowed down. One of them, Stellantis canceled their hydrogen program for their commercial vans. So we have this -- what I talked about this pause we're seeing in the hydrogen world, it's on right now. And so the reduction is really the customers of ours slowing down and waiting to see what's going to happen in, for instance, North America versus what we're being told is going to happen in China.

Understood. And then just one on the transaction. The $12.8 million that are in escrow, is there any conditionality to it? Or is this just a timed disbursement that you will get on those set dates without any conditions missed?

Bill, I'll let you take that.

Yes. There's -- it's kind of customary that cover any potential undisclosed liabilities as part of the transaction, just things like that. A piece of it is going to be released this year, $5.5 million is going to be released in -- at the end of January of '26, so that leaves about $2.5 million after that. So a big chunk of that holdback that's in escrow will be received by the end of January '26.

Got it. Understood. And then the $3.8 million is pure earn-out based on some performance criteria?

Correct. Yes, based on the specific items.

Yes. And then just one last one. You did mention the $15 million amount in 3Q for all the sort of onetime relocation and transaction expenses. But for the hydrogen innovation center, is there any additional CapEx in addition to this $15 million, which includes other items that you would expect over the next few quarters?

No. When the -- a big chunk of that is going to be is our Q3 contribution to the Cespira joint venture. That makes up a majority of that amount. And then we have some transaction-related costs. And then also the cost and related CapEx, most -- a big chunk of the CapEx has already been acquired, but there's still some remaining CapEx that we're going to have to purchase to support the relocation from Italy to both our facility in Cambridge and China. So that's all inclusive within that amount in the $15 million in the third quarter.

Yes. I just wanted to ask one like a macro question. We talked about the dynamics of the fields, the hydrogen stepping back, but natural gas still active, hydrogen active in China. But we didn't talk about all the tariff and trade uncertainties between North America, U.S., Canada and China. Do you have a view on how it will play out and how it impacts Westport and your operations?

Sure. We don't have any real direct impact from the tariffs. And for sure, one of the strategies is localization in China for what we sell in China. So it's going to be protected that way. But we have no direct tariff impacts. They're more indirect when the overall economy is adjusting to tariffs, we might feel in general volume. But no, there's no direct tariff impact for us.

[Operator Instructions] Our next question comes from the line of Chris Dendrinos from RBC Capital Markets.

I wanted to just ask about the Heavy-Duty business. You mentioned the Cespira transitional, I think revenues are in there. And to confirm, is that rolling off at the end of this coming quarter? And then is there any revenue, I guess, outside of that in that segment?

So we actually consolidate as part of the really kind of the transition to a stand-alone to Cespira that was substantially completed in the second quarter. And so from third quarter and beyond, there will be very, very little revenue what we consider in the HD OEM business going forward.

Got it. And then maybe just on funding of Cespira going forward, and you mentioned a big chunk of that $15 million this coming quarter is for that. Are there additional commitments that you all need to make going beyond 3Q? And just how should we think about that funding level going forward?

Yes, sure. And I think we've mentioned on a number of the previous earnings calls, when we set up Cespira, it was going to be a 3- year build-out where there would be cash required from the parents to continue to build Cespira for the 3 years, and that will continue.

And this does conclude the question-and-answer session of today's program. I'd like to hand the program back to Dan for any further remarks.

All right. Well, thank you very much. I appreciate the support. I appreciate all the questions. And I wish everybody a good day. Goodbye.

Thank you, ladies and gentlemen, for your participation in today's conference. This does conclude the program. You may now disconnect. Good day.