IPG Photonics Corporation 0 Earnings Call

Good morning, welcome to IPG Photonics conference call to discuss the company's acquisition of Lumibird Medical. Today's call is being recorded and webcast. At this time, I would like to turn the call over to Eugene Fedotoff, IPG Senior Director, Investor Relations for introductions. Please go ahead with your conference.

Thank you, good morning, everyone. With me today is IPG Photonics CEO, Dr. Mark Gitin, and Senior Vice President and CFO, Tim Mammen. Today's call will cover IPG's proposed acquisition of Lumibird Medical. Let me remind you that statements made during this call that discuss our expectations or predictions of the future are forward-looking statements. These forward-looking statements are subject to risk and uncertainties that could cause the company's actual results to differ materially from those projected in such forward-looking statements. These risks and uncertainties are discussed in our Form 10-K for the period ended December 31st, 2025, and our reports on file with the Securities and Exchange Commission. Any forward-looking statements made on this call are the company's expectations or predictions as of today, July 17th, 2026, only. The company assumes no obligation to publicly release any updates or revisions to any such statements.

During this call, we will be referring to certain non-GAAP measures, including measures derived from or aligned with IFRS reporting standards, as well as other non-GAAP measures. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or alternative to, and should only be considered in conjunction with the GAAP financial measures presented by the company. For more information on how we define these non-GAAP measures and the reconciliation of such measures to the most directly comparable GAAP measures, please refer to our SEC filings and our investor relations website. We will also post these prepared remarks on our website after this call. Finally, as a reminder, we closed our second quarter on June 30th, and we'll be reporting results in a few weeks. Today's call will be focused solely on the announcements we made last night.

With that, I'll now turn the call over to Mark.

Thanks, Eugene. Good morning, everyone, and thank you for joining us. Today marks an important milestone in IPG's strategic evolution. We have signed a binding offer with Lumibird SA to acquire Lumibird Medical, a recognized leader in medical laser systems for the ophthalmology market. It's a highly complementary addition to our medical laser business, which is a leader in urology. There are four key messages we'd like you to take away about this proposed transaction. First, this acquisition accelerates IPG's strategic evolution by meaningfully expanding our advanced solutions revenue into attractive higher-margin medical markets with durable demand, strengthening the quality of our business mix. Second, it delivers on our commitment to improve profitability through the addition of a high-margin business that we expect will be accretive to gross margin, EBITDA, and adjusted EPS.

Third, it creates a scaled medical laser platform by combining our leading urology business with Lumibird Medical's leading ophthalmology business, increasing our addressable medical market by approximately $1 billion. Fourth, it expands our long-term value creation opportunity by combining complementary technologies, commercial capabilities, and applications expertise to drive innovation and future growth. We'll now walk through each of these points in more detail. Before discussing the specifics of this acquisition, let me briefly revisit the strategy we've been executing, as shown on slide four. It starts with two clearly defined strategic growth initiatives. The first is strengthening our leadership in industrial solutions by expanding laser adoption, displacing incumbent technologies, and further moving up the value chain with differentiated system and subsystem solutions.

The second part of our strategy, and where this acquisition fits, is expanding our leadership in laser and photonics technology in attractive markets and applications in advanced solutions, including medical, directed energy, and micromachining. We are leveraging core capabilities to expand to new adjacencies, targeting applications where precision, accuracy, control, efficiency, and reliability are required. This includes extending our technologies across multiple industries through organic and inorganic opportunities. We have already established a solid presence in these markets through organic investments and are excited to share how the Lumibird Medical acquisition advances this initiative and increases our advanced solutions revenue. We've also strengthened our organization through the One-IPG operating model to position the company for profitable growth, supported by operational excellence and a self-sustaining innovation engine. We have built the M&A function and successfully integrated the cleanLASER acquisition last year.

We believe that the acquisition of Lumibird Medical is the next natural step in continuing to accelerate this progress and expand our addressable market utilizing our strong balance sheet. With that context, let's turn to slide five, and I'll explain why we believe medical is such an attractive opportunity. Expanding our participation in medical has been a high priority growth initiative because it builds directly on the capabilities that already differentiate IPG, including our lasers, photonics, and applications expertise. We've established a strong position in urology and developed solutions for dermatology markets through innovation, new product development, and customer wins. Lumibird Medical now expands on that foundation by adding a leadership position in ophthalmology and creating a broader medical platform spanning the three leading medical laser specialties: ophthalmology, urology, and dermatology.

Following the acquisition, advanced solutions will represent approximately 26% of total pro forma sales, up from 16% today, with approximately $204 million in medical sales based on 2025 pro forma results. The ophthalmology medical laser market is characterized by favorable long-term demand, the need for specialized technology and high-quality products, strong brand preference, and specialized clinical and regulatory expertise. With this acquisition, we combine our complementary technologies and capabilities while increasing our exposure to durable, higher margin medical markets. Overall, the acquisition of Lumibird Medical would meaningfully expand our medical laser platform and accelerate one of our key strategic initiatives. I'll now turn the call over to Tim to discuss the financial details of the proposed transaction.

Thank you, Mark, and good morning. I'll take a few minutes to walk through the financial aspects of the proposed transaction, as shown on slide six. The purchase price is EUR 300 million, which represents approximately 15.9x Lumibird Medical's 2025 adjusted EBITDA. As shown in the appendix to today's presentation, we have reconciled Lumibird's historical IFRS financial information to the adjusted EBITDA measure used in the presentation and our remarks, adjusting for the differences to GAAP reporting for operating leases and capitalized R&D, as well as other differences with IFRS reporting standards, which decrease reported EBITDA by approximately EUR 5 million. Purchase agreement also includes a contingent earn-out of up to EUR 50 million based on financial performance in 2026 and 2027. We anticipate that the acquisition would be accretive to gross margin, EBITDA, and adjusted EPS in the first year.

As this is a carve-out in the short term, we don't anticipate any cost synergies. Over the longer term, we see opportunities to create additional value through new product co-development and leveraging IPG's technical and operational leadership in lasers, optics, and photonics across the combined portfolio. As with any medical technology business, realizing some of these opportunities will depend on regulatory and clinical approval timelines, which we'll approach in a disciplined manner. Our exceptionally strong balance sheet allows us to fund the acquisition through cash on hand. After the transaction closes, which we anticipate happening by the end of Q4 2026, we expect to maintain a strong balance sheet with go-forward financial flexibility. With that, I'll turn the call back to Mark to discuss Lumibird Medical's technology, markets, and products in more detail.

Thanks, Tim. I'll continue on slide seven. Lumibird Medical is a global leader in developing, manufacturing, and marketing innovative diagnostic and treatment solutions, primarily for ophthalmology. Their strong brand recognition and broad product portfolio have resulted in an impressive installed base of more than 80,000 systems globally. They have more than 450 talented employees, a highly experienced management team with extensive knowledge in medical markets, a strong R&D organization with over 50 employees, and a proven track record of developing differentiated, best-in-class proprietary solutions. The company is based in France and has three major facilities located in France, Australia, and Slovenia. Lumibird Medical has a broad geographic sales mix, serving more than 110 countries. Like the urology market we participate in, the ophthalmology medical market is highly regulated and driven by medical necessity.

The market is characterized by rigorous regulatory and clinical approval standards that require specialized expertise and a long-term commitment to quality and innovation. These factors, plus increasing demand driven by demographic changes, make this business attractive from an acquisition standpoint and provide steady revenue growth drivers with strong profitability. This is reflected in Lumibird Medical's financial profile, with margins that are accretive to our current margin profile. Turning to slide eight. The addition of Lumibird Medical would create a scaled medical laser platform and adds approximately $1 billion in addressable market opportunity, with leadership in the specialized ophthalmology market. Lumibird Medical Solutions address the full spectrum of ophthalmology care with specific differentiated products and applications. At a high level, their innovative solutions improve diagnostic precision and treatment outcomes, making them a partner of choice for ophthalmologists worldwide.

This is an established franchise with leading global market positions and trusted brands such as Quantel Medical, Ellex, and Optotek Medical. They're well-positioned across markets with laser treatment and diagnosis solutions for retinal conditions, cataracts, and glaucoma. In addition, the company is leveraging its technical expertise to develop diagnostic and treatment solutions for dry eye, which is a developing growth market. One of the key benefits of this acquisition is the combination of complementary core strengths from each organization to enable long-term value creation, as shown on slide nine. Both organizations have strong product portfolios. IPG is the leader in thulium laser systems for urology and OEM lasers used in dermatology. Lumibird Medical's laser treatment and diagnostic systems are the leading solutions for ophthalmology. The two organizations have complementary global capabilities. Lumibird Medical has robust go-to-market and global distribution infrastructure to complement IPG's global manufacturing footprint and presence.

Lumibird Medical has experience navigating the regulatory, clinical, and compliance regimes in Europe, while IPG has experience with those systems in the U.S. This is expected to improve and accelerate the approval process of future technology development. Most importantly, IPG and Lumibird Medical share an innovative mindset along with a commitment to solving complex challenges for our customers by delivering exceptional outcomes where precision, accuracy, efficiency, and reliability are essential. Combining these core strengths creates a scaled medical platform with greater commercial reach, clinical credibility, regulatory and product management experience, and cross-specialty innovation opportunities. The combination should enable us to advance the strategic roadmap for both businesses, growing our leading position in medical lasers and creating a long runway and strong platform for durable, profitable growth. In summary, as we've discussed today, we believe this acquisition represents an important step in the execution of our sustained value creation strategy.

It accelerates our expansion in advanced solutions, strengthens our financial profile through the addition of a high-margin business, and creates a scaled medical laser platform with leadership positions in both urology and ophthalmology. Just as importantly, it builds on the capabilities that already differentiate IPG. By combining complementary technologies, applications expertise, commercial capabilities, and clinical and regulatory experience, we believe we are creating a stronger platform for innovation and future growth. This acquisition is the result of the strategy we've been executing over the past two years. We've strengthened the organization, streamlined operations, accelerated product development, and made meaningful progress executing our growth strategy. We believe the acquisition of Lumibird Medical is an important next step that further expands our addressable market and positions IPG to create long-term value for our customers and our shareholders.

We are excited about the opportunities ahead and look forward to welcoming the Lumibird Medical team to IPG as we continue building a leading medical laser platform. With that, we'll be happy to take your questions.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for your questions. Our first questions come from the line of Ruben Roy with Stifel. Please proceed with your questions.

Hey, good morning. Thank you. Congrats, Mark and Tim. This seems like a very interesting addition to the strategy going forward. I guess, Mark, if we could start and just talk a little bit more. I admit, I hadn't heard of Lumibird until last night. Maybe if you can talk about potential cross-selling opportunities between ophthalmology and urology. How do the markets work? Are they separate go-to markets or are there complementary nature of distribution channels? I'm thinking potentially of European distribution for urology systems, et cetera. Maybe if you could give us a little bit of how you expect these two businesses to operate together. Again, are they going to be separate go-to markets or what's the complementary nature, I guess, of the customer base and selling opportunities?

Absolutely. Thanks very much, Ruben, for the question. First of all, let me just say again that these are complementary businesses, and this Lumibird Medical adds to our overall business. From a synergy standpoint, near term, we're not expecting synergies, and still this is accretive in year one. Again, this is a high-margin business with an attractive growth profile. We're excited about the opportunity to unlock value from the potential of this combination. In the longer term, certainly we'll be able to put in our IPG lasers and photonics. Some of those timelines are a little bit longer because of the regulatory pieces, but on the go-to-market pieces, they're quite separate. As you pointed out, having the global nature of both businesses, we expect to have some good combined benefits from those.

Okay. I don't want to focus too much on long-term, just given that potentially is a part of next steps, and it is interesting to me that there's an opportunity to source IPG lasers into these products longer term. My understanding, and this could be wrong, it seems like the Lumibird systems are built mostly on solid state laser technologies. I guess maybe if you could talk about what the realistic timeframe might be, given that it's a different type of lasers. To your point, there's a lot of potential medical requalification cycles, et cetera. Is that something investors should be thinking about way in the future, or is that part of your more medium-term roadmap and the way you're thinking about the strategy for the acquisition?

Yeah, the way to think about it, Ruben, is that IPG's capabilities are very broad in lasers and photonics, and that those capabilities are applicable to this business area. As I mentioned, there's strong potential for that combination. It is a bit longer, as you mentioned, because of the regulatory timelines. If you look at it, combining the two businesses, again, having the capabilities both on the urology side and on the ophthalmology side, fantastic cross capabilities in the regulatory, in the global nature, in the manufacturing, and our ability as a combined entity with the combination of that urology capability in medical, plus the ophthalmology capability and the broader capability of IPG's lasers and photonics, really allows us a longer-term capability to accelerate growth.

Okay. Maybe last one then, just for Tim, and maybe high level, if you could talk to about the progress margins for Lumibird relative to where your corporate gross margins sit today and what the target might be for gross margins. Maybe if you could give us, with that in mind, that the synergy is a little bit out there, the path to this 16.8% adjusted EBITDA margin, what are the moving parts, puts and takes to get to that sort of margin would be helpful. Thank you. Yeah. Ruben, they're a leader, obviously, in the ophthalmology sector, and their gross margins reflect that.

They're significantly above what our current trough level gross margins are. We stated that this is going to be accretive to overall EBITDA and adjusted EPS, particularly after accounting for intangible amortization and other acquisition-related expenses. We'll give more detail on that as we get to closing the deal in terms of the actual gross margins and the OPEX spend, et cetera. The second part of your question was on the reconciliation back to the adjusted EBITDA number that we gave. We started, they have a reported IFRS EBITDA number, for the medical division. From that, there are a couple of main adjustments that you have to deduct out. One of them, is that they capitalize R&D under IFRS.

On a more of a cash EBITDA basis, under GAAP, you generally don't capitalize R&D. We deduct that from their reported number, then there's an adjustment related to lease accounting as well. That's another deduction. There are some small other estimated accounting adjustments that we've taken. The reconciliation lays out those three main categories, going from their reported IFRS EBITDA down to a GAAP equivalent adjusted EBITDA.

Okay. Last one. Tim, can you maybe give us a little bit of the metrics that might govern the earn-out? Is that revenue-based, EBITDA-based, both? Any color there? Thank you.

Yeah. Performance metrics are typically around revenue and EBITDA, reflect the fact that sometimes you have some other synergy-driven metrics as well, this deal doesn't have those in them. Those performance targets basically, if achieved, we haven't disclosed them at this point in time. If achieved, will deliver significant incremental value, that reflects the $50 million earn-out that they could earn from this. I think that we've assessed that very carefully in terms of how it plays out with incremental performance.

Understood. Thank you, gents. Thank you so much.

Our next question has come from the line of Jim Ricchiuti with Needham & Company. Please proceed with your questions.

All right. Thank you. Good morning. I wanted to go back to slide eight, if I could. You highlight the company's, Lumibird's market position. It appears that they compete with some very large players. When you note their global market position, are they stronger in particular, potentially smaller subsets of the broader ophthalmology market? I am just trying to get a better understanding of the overall competitive landscape.

Absolutely, Jim. Thanks for the question. Yeah. Lumibird is very strong and has, in the segments of glaucoma, retinal, and cataracts, and specifically in cataracts, it's secondary cataracts. Those areas, they have a very strong market position globally, as well as in some of the diagnosis areas like the ultrasound. They have strong positions in those segments within ophthalmology.

Okay. I apologize if this may have been in some of the materials you provided, but I am wondering if you could talk to the company's historical growth, the margin trends in the business.

Absolutely, Jim. Lumibird Medical has a baseline of steady, durable growth. Historically, that's been mid-single digits over the past several years. The margin profile is very strong. You layer that on three key growth drivers here is a really key product roadmap with innovative technologies up for growth, geographic expansion, and some of the new segments like dry eyes. On top of that, beyond really excited about the longer-term opportunity to then unlock the value from the combination of Lumibird Medical plus our medical business with urology and the laser piece and the overall lasers and photonics capability. Putting those together really allows us the opportunity to unlock value from the combination.

Okay. Thanks, Mark. Final question. I just want to understand their manufacturing capabilities a little better, the extent to which they leverage other supply chain partners. I know it's going to potentially take time for you to begin to incorporate some of your own manufacturing capabilities, but just trying to understand how they actually produce their products.

Absolutely. They have strong internal capabilities. They have factories in Slovenia, France, and Australia, and produce the systems. Very strong capability there. Certainly, over time, we would expect to be able to get value out of our global capabilities in manufacturing, supply chain, et cetera. As I mentioned earlier, the broad capability that IPG has in the lasers and photonics, yes, it's a little longer-term timing to get that into products because of regulatory, but we see a great opportunity to do that. Again, combining that capability with their medical business, our medical business, and looking at the future areas that we can combine and grow. We're very excited about the combination of these two teams, both very innovative, very good cultural match, and great opportunity for unlocking future potential.

Got it. Thank you. Congrats.

Thanks very much. Thank you so much.

As a reminder, if you would like to ask a question, please press star one on your telephone keypad. Our next question has come from the line of Michael Feniger with Bank of America. Please proceed with your questions.

Yeah. Hey, gentlemen. Thanks for taking my question. I know we got the 2025 numbers that you guys provided. How are they trending or forecasting for 2026? I think Mark, you talked about like a mid-single digit type of growth that they do, but how's 2026 kind of playing out? Obviously, with margins, it sounds like their manufacturing is in Europe. They do have some U.S. I'm curious about tariffs or costs, inflation. How do we kind of think about some of the moving buckets that are out there for businesses right now with cost inflation, tariffs? How does it kind of play out for these guys, or how should we think about that?

I mean, Michael, they haven't given any guidance for the full year. They gave some information on their Q1, which was a little bit impacted by some of the geopolitical events. They're expecting to offset that and have a Overall, we're looking at this business from the perspective of both the medium and longer-term growth profile, and we think that they're going to have a successful 2026. As we've said, we've structured the deal so that if they have a very successful 2027, there'll be incremental value earned for them. We do like the fact that it has this sort of baseline growth level of mid-single digits and that that growth level is pretty durable, right? Given the end market dynamics for ophthalmology, right? They are gaining share in different areas as well, so that's another positive thing that's going to drive their performance.

Michael, as Tim said, durable. These are driven by medical necessity. As I mentioned before, it's this baseline of this steady, durable growth layering on the three key growth drivers that I talked about. The product roadmap, really innovative product roadmap with new products coming out in the short to midterm, geographic expansion that we've talked about, and the new segments like dry eye. Really great opportunities for growth there. Again, that combination with IPG's capabilities for the longer-term opportunity to unlock value from the combination. Really excited about that, bringing these innovative teams together.

Great. Mark, maybe just help us with the opportunity you see, just can you unpack the difference between the medical side and maybe the industrial solution side in terms of sales distribution, do you have to go to market in a different way when you look at the opportunity? Are you going to invest further in this area to help drive that growth? Just thinking about historically some of the acquisitions, maybe more on the industrial solution side, how you guys approach this on the medical side and how maybe that go-to-market strategy might be different for medical than it is for your traditional legacy business?

Yeah, absolutely, Michael. The way to think about this is that we as IPG, we have a foundational capability in lasers and photonics, that's one of the key things that I talked about coming in, really understanding how broad and deep the capability is here. We've talked about both the industrial solutions market as well as the advanced solutions. Across that, we choose the go-to-market that's optimized for each market. In the industrial segment, we have a mix there of both OEM and end user. Here, Lumibird Medical has a well-established, very successful go-to-market team. It's different, it's an excellent addition for ophthalmology and will give us good growth in that segment. Again, we pick the go-to-market that's key for each of the particular areas, that allows us to grow on this lasers and photonics excellence.

Thank you. Thank you. Again, if you would like to ask a question, please press star one on your telephone keypad.

Our next question has come from the line of Scott Graham with Seaport Research Partners. Please proceed with your questions.

Hey, good morning. Thanks for taking the question. Congratulations on this announcement. I do have several questions. First, I think that the gentleman before me was heading in this direction, are there going to be incremental investments that are required to really tap the potential of Lumibird going forward?

Lumibird Medical, again, is complementary. It's an operating business that's been running very well with a very good, steady growth profile. They have already built into the business model the product roadmap, the product growth areas that we talked about. We're really excited about the combination of the two to grab this longer-term opportunity and unlock the value from the combination.

Understood. Then maybe additionally, you talked about, Mark, how both companies have really a core competence in how rigorous you are in getting approvals, clinical, governmental, regulatory, and what have you. How do you monetize that? Lumibird does seem to have a pretty different product profile. Lasers, yes, but the products, the end use is different. How do you monetize that, particularly, since Lumibird is European? How can that work for you?

Actually, Scott, the global nature of that, again, it's complementary, and we talked about how IPG is very strong in the U.S. in those areas. They're stronger in the European piece. That gives us that global reach on the areas of these approval and regulatory areas, which is important as we grow. Again, we're combining the capabilities of both of these groups. If you step back and look at that, we've got a fantastic medical team in both areas, great product development, great applications expertise, and there's real opportunities in the future for this cross-platform growth now that we've established this medical platform with both of these capabilities, the global capabilities, and the technical capabilities across each of these areas. They're both very innovative teams.

The combination of that with the lasers and photonics capability across IPG allows us to unlock this for longer-term, more accelerated growth.

Understood. Thank you. Last question is, you talked about having added $1 billion to your addressable market with this deal when closed. What does that bring the addressable market in medical up to right now?

The addressable market in medical, we've talked about the urology and the dermatology, and now this piece adding ophthalmology. This brings it above $2 billion of market size.

Thanks very much. Again, congratulations.

Thank you so much. We are showing no further questions. I would now like to hand the call back over to Eugene Fedotoff for any closing remarks.

Thank you for joining us this morning and for your continued interest in IPG. We are looking forward to speaking with you again on our second quarter earnings call. Have a great day, everyone.

Ladies and gentlemen, thank you so much. This does end today's conference call. We appreciate your participation. You may disconnect your lines at this time. Enjoy the rest of your day.