Good morning. My name is Eric, and I will be your conference operator today. At this time, I would like to welcome everyone to the call where Resideo announces two value-creating events. After the speakers' remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would like to hand the conference over to your host today, Chris Lee, Global Head of Strategic Finance. You may begin your conference.
Good morning, everyone, and thank you for joining us for today's announcement on an exciting set of transformative activities. On today's call will be Jay Geldmacher, Resideo's Chief Executive Officer, Mike Carlet, our Chief Financial Officer, Rob Aarnes, President of Resideo's ADI Global Distribution business, and Tom Surran, President of Resideo's Products & S olutions business. We would like to remind you that this call contains forward-looking statements. Statements other than historical facts made during this call may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Resideo's filings with the Securities and Exchange Commission. The company assumes no obligation to update any such forward-looking statements.
Please review the company's press release and presentation, which are posted to the Investor Relations page of our website, which reviews certain of the principal risks and uncertainties. In addition, we will discuss non-GAAP financial measures on today's call. These non-GAAP financial measures should be considered in addition to, not as a substitute for, or in isolation from, our GAAP results. A reconciliation of certain GAAP to non-GAAP financial measures is included in today's presentation, which is accessible on the Investor Relations page of our website at investor.resideo.com. With that, I will turn the call over to Jay.
Thank you, Chris. Today is an exciting day for Resideo and all our stakeholders. We are taking strategic and transformative actions designed to sharpen our focus, reduce complexity, and ultimately unlock significant value for our investors. Dating back before Resideo spun out of Honeywell, we have had a storied history of product innovation and distribution excellence, delivering for our residential and commercial customers, employees, partners, and shareholders. We have maintained a purposeful strategy to grow our portfolio of brands across Products & Solutions and ADI, expand into higher growth markets, and operate with discipline and rigor. Today's announcement, noted on Slide 5, marks a key inflection point. First, we have entered into an agreement with Honeywell to accelerate and eliminate all future monetary obligations, as well as eliminate the covenants under the Indemnification and Reimbursement Agreement that has been in place since our spin-off in 2018.
The Indemnification and Reimbursement Agreement has made our equity story more complex and has led to strategic and financial constraints that have made certain value-maximizing actions difficult to execute. Second, we announced our intention to separate our ADI business through a tax-free spin-off to Resideo shareholders. Following completion, P&S will continue to operate as Resideo, and ADI will become an independent public company. Separating P P&S and ADI is the natural step for Resideo, but the Indemnification and Reimbursement Agreement made this transaction very difficult to execute with the structure and covenants that were in place. We have now paved the way to spin off our ADI business, which we believe, once completed, will result in two world-class public companies with significant growth opportunities in their respective markets. We believe each company will be well-capitalized, more agile and focused, and well-positioned for long-term success.
Finally, we announced that we expect our second quarter financial results to be above the high end of our second quarter outlook range that we published in May 2025. Moving on to Slide 6, the headline is that Resideo will make a one-time cash payment of $1.59 billion to Honeywell in Q3 2025 to accelerate and eliminate all future monetary obligations under the Indemnification and Reimbursement Agreement. As a result of the one-time payment, we will no longer make annual payments under the Indemnification and Reimbursement Agreement, which have historically been capped at $140 million every year. All related affirmative and negative covenants will also be eliminated. Upon the closing of the transactions contemplated by this agreement, we expect to have greater strategic and financial flexibility, a simplified profile, and importantly, we believe it will be immediately accretive to adjusted EPS and free cash flow.
This leads me to the separation announcement. Please move to Slide 7. The decision to spin off ADI is the result of a comprehensive evaluation to identify opportunities to maximize value for shareholders and potential growth opportunities for both future companies. Disciplined portfolio management through organic investment, strategic M&A, and more efficient operations has been foundational to our profitable growth story. This is evident for both P&S and ADI, as we have positioned each to be successful standalone enterprises. In P&S, we have been more purposeful with our multi-year product roadmap, investing in innovation while executing against an operational transformation plan that has resulted in sustained margin expansion. We have strategically focused M&A. For example, the acquisition of First Alert in 2022, to deepen our reach and presence with professionals and grow our portfolio of respected, trusted brands.
In ADI, we have made value-enhancing acquisitions like Snap One to complement organic investments, to grow our leading omnichannel capabilities, and widen our selection of over 500,000 professionally installed products, including our exclusive brands, to a larger customer base. Moving to Slide 8, with P&S and ADI's already strong foundations, coupled with these actions over the last several years, we believe that now is the right time for each business to operate standalone. As pure-play companies, we will sharpen P&S and ADI's focus on their distinct strategies and the initiatives that are most relevant to their specific markets. More specifically, P&S as an innovator and product manufacturer, and ADI as a specialty distributor. Each company is expected to have greater financial flexibility and tailored capital allocation priorities that are directed towards their respective growth initiatives.
We believe both companies will offer distinct and compelling investment profiles, appealing to a broader group of investors focused on each business's distinct value proposition. Moving to Slide 9 , perhaps the most important component to a successful separation is the strength of an internal team to carry the businesses forward. Following completion, Tom Surran and Rob Aarnes will continue to lead their respective businesses. Tom and Rob are world-class executives who know the businesses inside and out. Both are excited to continue communicating with our stakeholders as we move through the year into 2026 and as we work to complete the spin. As I've extended my previously announced retirement, I will stay on as Resideo's CEO through the completion of the separation, at which point I'll transition to an advisory role for six months to help with the transition.
Following the spin, as you can see on lide 10, P&S will continue to operate as Resideo, as a pure-play building products manufacturer focused on residential controls and sensing solutions. We play in nearly every major system in the home: air, safety, security, water, and energy. Each are relevant and large markets, and Resideo is a leading player. Under Tom's leadership, we have made important strides to focus on new product introductions that have differentiation in the market. We will continue to focus on increasing Resideo's content for home, deepening and strengthening relationships with the professional, and achieving structural efficiencies in our manufacturing and supply chain, all of which are foundational to Resideo's strategy now and in the future. We believe Resideo is well-positioned to invest as secular trends tied to a growing desire for safe, secure, and healthy living and working spaces continue to accelerate.
Expanding margins and delivering strong cash generation will remain hallmarks of Resideo. P&S delivered gross margin over 41% and segment-adjusted EBITDA margin over 24% over the last 12 months ended March 2025, and delivered a 5% revenue compound annual growth rate between 2020 and 2024. As for Resideo's capital allocation priorities, we don't expect to see any changes prior to the spin, but with the termination of the Indemnification and Reimbursement Agreement, Resideo is expected to have more flexibility to maintain a balanced capital strategy, inclusive of organic and inorganic investment in the business, and is expected to have the ability to return capital to shareholders longer term.
Our global footprint and scale, with more than 10,000 employees in over 30 countries, and our diversified channel strategy with products sold through a network of strong distribution relationships to over 100,000 professionals, is expected to continue differentiating Resideo in the market. Turning to ADI on Slide 11, we are excited for ADI to flourish as a pure-play distributor and the leader in the low-voltage products market. With Rob at the helm, we have scaled organically and inorganically to over 4,000 employees across 30 countries to solidify ADI's leadership position across commercial and residential markets. We've done so with a focus on margin accretive growth initiatives. Omnichannel capabilities, digitization, AI, and automation have never been more important. ADI will continue to invest in these critical areas to further enhance e-commerce capabilities, expand our product offerings, and grow our sales team with even greater effectiveness.
ADI will also focus on growing its portfolio of exclusive brands, with the goal of building this to be a $1 billion business within ADI. ADI is seeking traction with some of our value-added services like 24/7 pickup, same-day delivery, pre-configuration services, and digital business support tools. Services that enable ADI to be the essential partner to customers remain a sizable opportunity that Rob and the team will continue to pursue. All of this underscores the value inherent in ADI. Targeted investment with full backing of ADI's dedicated balance sheet is a distinct advantage in the separation, which will allow us to capture this untapped value. ADI has been a reliably growing company with a proven track record of growth, delivering a 9% revenue compound annual growth rate between 2020 and 2024.
Over the last 12 months ended March 2025, ADI achieved a gross margin of 21% and a segment-adjusted EBITDA margin of 7.5%. Longer term, ADI expects to continue delivering strong margins, generating cash flow, and having a differentiated growth profile, which is expected to fuel its future strategic and capital allocation plan. As you can see, these are two strong businesses that deserve the dedicated resources, focus, and teams to unleash their full potential. There is important linkage between P&S and ADI, and our relationship post-spin is expected to continue to be very strong. Our ability to work together and partner for the benefit of our customers will continue to be in our DNA well after separation.
With that, let me turn it over to Mike to review the financial details of these announcements and to share our expectations as to our second quarter financial results relative to the outlook we provided in May 2025.
Thanks, Jay. I'll start with a few incremental details on the Honeywell agreement and ADI spin. Our second quarter financial statements, which we will report in full next week, will account for the expected termination of the Indemnification and Reimbursement Agreement. Specifically, you'll see three notable items. First, our current liabilities balance as of June 28 will increase significantly as we record the anticipated $1.625 billion Honeywell payment. Of this amount, from a cash perspective, Resideo made its regularly scheduled third quarter payment of $35 million to Honeywell at the end of July. The remaining $1.59 billion payment will be made in the third quarter after completing the secured debt financing. Second, at the end of Q1, we had recognized a liability of $743 million related to the Indemnification and Reimbursement Agreement under our relevant GAAP policies.
We'll be recognizing an $882 million expense in Q2 related to the difference between the Honeywell liability previously on the balance sheet and the agreed-upon acceleration of the Indemnification and Reimbursement Agreement we announced today. This second quarter expense will be the primary driver of our quarterly net loss on a GAAP basis. Third, the aforementioned expense will be added back to arrive at adjusted EBITDA and adjusted EPS. We will be funding the payment through a mix of approximately $400 million in cash on hand, and the remainder will be financed through committed secured debt financing. Now, moving to Slide 12 on the separation transaction.
While there is much work to do to get down to a detailed level, the good thing is that P&S and ADI are not overly entangled businesses, so we feel good about a straightforward separation process that will not have an overly burdensome cost to either business. We have modeled an initial incremental corporate cost estimate of approximately $25 million post-separation. For modeling purposes, we can assume existing corporate costs, as well as that incremental corporate cost, to be allocated 60% to P&S and 40% to ADI. The proposed capital structure of each business will come together as we move forward. To provide some initial color, we intend to structure the spin such that both businesses can achieve similar ratings profiles to what we have today.
We will provide updates on capital allocation strategy, the full governance profile, and other matters as we move through this process. We are targeting to complete the separation in the second half of 2026, subject to a variety of conditions, including board approval, and it is intended to be tax-free to Resideo shareholders for U.S. federal income tax purposes. Over the next several months, we'll begin our work to stand up ADI independent of P&S, and we'll share updates as we progress. Now, before we open the call for questions, I'd like to comment briefly on our expectations for our second quarter 2025 financial results. Resideo expects to be above the high end of its second quarter 2025 outlook range provided in May 2025 for each of net revenue, adjusted EBITDA, and adjusted earnings per share.
Resideo also expects to report total cash of approximately $750 million at June 28, 2025. Our performance was driven by the company's continued strong operational execution amidst a dynamic macroeconomic environment. We look forward to reporting our full second quarter 2025 results, and we'll update our annual outlook on August 5. With that, operator, we'll now open the call for questions.
At this time, I would like to remind everyone, in order to ask a question, please press star followed by the one on your telephone keypad. We ask that participants please limit themselves to one question and one follow-up question. Your first question comes from the line of Ian Zaffino with Oppenheimer.
Hi, great. Thank you very much, and congratulations on this. Maybe help us understand, you know, I'll just kind of throw out a few things here. What led to this agreement? I mean, is this just something you guys have been working on forever? We kind of all on the street understand how valuable it would be to get out of this, or at least accelerate the payments of this Indemnification and Reimbursement Agreement. Basically, what happened there? How did that work? When I think about just the businesses in general, and I know you said that you're going to aim to keep the credit rating similar, how do you view each business as far as keeping dry capacity on the balance sheet, their ability to go on their own versus the need for incremental scale? Maybe just talk about that a little bit, and then I have a follow-up.
Thanks.
Sure. Let me start off with the first part, and then we'll talk about capital allocation a little bit. I think, you know, we have a very good relationship with Honeywell. Our CEO, Jay, with the CEO of Honeywell, have a very strong relationship. Each business, Rob, with his counterparts at Honeywell on an operating basis as an important distributor, Tom using the Honeywell Home brand and other relationships. Over the years, we've continued to build a strong relationship with Honeywell. We've had numerous conversations over the years about the opportunities to address the Indemnification and Reimbursement Agreement. For various reasons, the timing was never right for both parties to reach an agreement. At this time, as we continue to engage constructively with them, we determined it was a good opportunity.
Through a lot of conversations, we arrived at what we think is a really fair settlement and a good outcome for both parties. As far as the capital allocation, a lot of work to go through still as we think about the future. Obviously, these businesses have different capital structures, different economic models, different margin profiles, which is why we think one of the reasons that we think separating them makes a lot of sense. Both businesses, we have a strong belief, can stand alone, can operate independently, will be great public companies. We'll make sure they have the right capital structure. We do think at each side, M&A could be a part of the ongoing story. Clearly, Rob and Tom, as they set their separate strategies, will keep working on that.
We'll set the capital structures up appropriately with the appropriate amount of dry powder to ensure that they can execute appropriately. Also, thinking about the overall credit ratings, the overall ability to return capital to shareholders, and just thinking about the right structure to do. They're both really good cash flow companies, really strong, and we look forward to seeing them each operate really well standalone.
Okay, thanks. As a follow-up, can you maybe just touch upon estimates for the synergies, how you work some off-take agreements? I know there is some intercompany stuff going on there. Also, maybe help us understand, I don't know if you could comment on this, but maybe touch upon the CDR purchases recently and what that does to you or for you. Why was the quarter so good? What basically drove that? Thanks.
I'll answer the first part, and I'll let Mike answer the second part. On the dis-synergy side, these are very distinct businesses, and that's one of the reasons why it's going to be relatively easy to separate the businesses. There's not going to be much from a dis-synergy standpoint, and the entanglement is minimal between the two companies.
That's right, Jay. I think that ADI will continue to be a really important distributor for the Resideo piece, for the P&S piece. It's single digits, the amount of volume that goes back and forth on each side, the amount of revenue for ADI and P&S that is intercompany is in the single digits. It's significant, but it's not huge. Rob and Tom obviously have a great relationship, and they will continue to form that between the two companies. I echo Jay's comments on the amount of dis-synergy. We quoted $25 million here as a modeling number. Most of that is things about having two public companies versus one and all the costs that are associated with that. They are very much independent companies.
We're going through a lot of work, but we do think this separation will be really clean, and I don't want to say easy to execute, but it'll be less complex than others that might be out there. I think it was a multi-part question. We can't really comment on CD&R. They're great partners in the boardroom. Two of their principals are on our board, and they do a great job in the boardroom. They're very supportive of the business, and we'll continue to work with them appropriately as we go through that. Was there a fourth part of that question?
Another question was about the Q2 results and why were they so strong?
We'll talk a lot more about that next week as we go through. As we said, great operational execution on both sides. The market seems to be holding up a little bit better than I think folks expected, but the operational execution is really what's driving both the results. We look forward to talking a lot more about that next week and going into the details on it. It's a lot of multi-part questions there. If you want to get back in the queue and ask some more at the end, feel free to do so.
Thank you very much, guys. I appreciate that.
Yeah.
As a reminder, if anyone would like to ask a question, please press star followed by the number one on your telephone keypad. Your next question comes from the line of Cory Carpenter with JPMorgan Chase . Please go ahead.
Good morning. Thank you. Maybe, you know, kind of get the valuation, the financial stuff makes a ton of sense. Just what strategically, maybe if you could just go through, Jay, what you see to be the biggest benefits in your mind to each of these businesses as a standalone? Maybe just said differently, what are ADI and P&S now able to pursue that you think they were hindered from doing before? I'll have a follow-up as well. Thank you.
Yeah, I mean, both, as we've stated, not just today, but for a long time, both of these businesses have really demonstrated their performance and execution as we've been talking today and in past quarters. As they've continued to grow through organic as well as inorganic investments, they've positioned themselves well to be able to become standalone companies as we've discussed. That's why I think from a timing standpoint, us solving the Indemnification and Reimbursement Agreement and being able to release ourselves from some of the constraints that that created, that timing is very good for us to be able to do this type of separation of the companies. As Mike has indicated, it allows both of them to have their own capital allocation plans based upon their businesses. They're both real strong cash-generating companies, which is great. They have a leadership team which is outstanding.
Both Tom, as I mentioned in my prepared remarks, and Rob know their businesses inside and out. They've got great leadership teams underneath them. We're very excited about being able to do this now, and I think that's an understatement. The whole team is excited. We were really looking forward to being able to share this with all of you today. I think the future is very bright.
Thank you. As a follow-up, the $1.59 billion payment you're making represents about 11 years' worth of payments. You had about 18 years left on the Indemnification and Reimbursement Agreement. Maybe just talk about how you got to that number, why you thought that was a fair number. Are there any amendments? I know you said the Honeywell agreements otherwise stand, but are there any amendments at all to the other Honeywell agreements that you have? Thank you.
Yeah, Corey. To answer the second part first, there's no other amendments. The license agreement, the Honeywell Home agreement, the other IP agreements all remain in place. We'll continue to operate with those. We've got a very strong relationship with the Honeywell team across the organization. We're looking forward to continuing that relationship. Obviously, as we went through this with our friends at Honeywell and talked about the right amount to settle this at, we had lots of conversations. Ultimately, we arrived mutually that this was the right value to settle it at.
Okay, great. Thank you.
Your next question comes from the line of Erik Woodring with Morgan Stanley. Please go ahead.
Hi, this is Kathy from Morgan Stanley, Erik Woodring's associate. I just wanted to ask, what upside from the Indemnification and Reimbursement Agreement elimination are you expecting? Do you expect 100% of that to flow to the bottom line? I have a follow-up. Thank you.
I think what you're asking is how does it flow through? I think what we said is in Q2, we're obviously taking a GAAP P&L hit of over $800 million to true up the balance sheet. Going forward, we have charged our adjusted EBITDA $140 million a year as a result of this. What we had always done from an adjusted EBITDA standpoint is added back the actual expense, which in any given quarter might be higher or lower than $35 million, and then burdened adjusted EBITDA with a $35 million charge, representing the cash outflow that would occur in that quarter. Going forward, that goes away. Our adjusted EBITDA profile on a go-forward future basis will go up $140 million annually as a result of the elimination of the IRA. As well as our GAAP numbers, obviously, will not be burdened by the ongoing expense of this anymore.
Free cash flow.
Free cash flow will be improved because, you know, while we will have the secured debt and the interest associated with that secured debt, that will be significantly lower than what the cash flow payment was required under the Indemnification and Reimbursement Agreement.
Okay, sounds good. Just a clarification, when you say Tom and Rob will continue to lead their respective businesses, are they becoming the CEOs of each company, or are you finding new C-suite leadership? Also, where is Mike Carlet? Where is the CFO going? Where has that been?
Two things. As I indicated in my prepared remarks, both Rob and Tom will continue to lead their respective businesses after the spin is completed. I think Mike may have commented also about the fact that, you know, there's certain from a board standpoint of approving certain things that as you go through a process like that, those will be final decisions that will be made as we progress forward.
I love Rob and Tom, and if either one of them will take me, I'm happy to keep working with either one of them. We'll see where it goes. I think as you go through the separation, obviously, we have to build the teams on both sides. It's not just the CFO. It's the entire organization. They both have great leadership teams there today, but we'll have to beef up both of them to operate two separate public companies. We'll make sure each one has got great teammates and folks to help them pursue their future goals.
Sounds good. Thank you.
If there are no further questions at this time, ladies and gentlemen, that concludes today's call. Thank you all for joining.