Financial Data and Key Metrics Changes - Total revenues for the second quarter of 2025 reached $122 million, reflecting a 14% year-over-year increase or approximately 29% growth when adjusted for a nonrecurring Medicaid rebate accrual reversal from 2024 [9][17] - Adjusted net income grew to $36 million, representing an 85% underlying growth year-over-year when normalizing for the prior year's Medicaid rebate accrual [10][18] - Adjusted EBITDA increased to $50.8 million, up 59% on an underlying basis after adjusting for the Medicaid rebate accrual benefit [10][18] - Gross profit rose to $67.2 million, with gross margins improving to 55.1% from 53.6% a year ago [10][18] Business Line Data and Key Metrics Changes - The Ascentive product line continues to gain momentum, with utilization reaching record highs in the second quarter [7][9] - The company reported a strategic increase in inventory of $19.3 million to support Ascentive demand, indicating strong commercial expansion [12][18] Market Data and Key Metrics Changes - Internal and external plasma collection volumes reached new highs, positioning the company well for ongoing commercial expansion [12] - The company anticipates significant margin expansion and revenue growth driven by the enhanced yield production process and strong demand indicators [10][21] Company Strategy and Development Direction - The company is focused on advancing key growth initiatives, enhancing supply chain infrastructure, and solidifying its leadership position in the specialty biologics market [7][10] - A new $300 million senior secured credit facility was executed to lower borrowing costs and enhance liquidity, supporting long-term strategic growth initiatives [10][19] - The acquisition of a facility near the Boca Raton campus is expected to provide additional operational flexibility and support growth through expanded cold storage and manufacturing space [11][12] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to accelerate revenue and earnings growth rates in the latter half of 2025, supported by strong demand and improved manufacturing efficiencies [22][24] - The company reaffirmed its financial guidance for 2025, expecting total revenue of $500 million or more and adjusted EBITDA of at least $235 million [21][22] Other Important Information - The company activated a $500 million share repurchase program, repurchasing approximately $15 million of common stock during the second quarter [12][19] - The company is progressing with its R&D pipeline, including studies on a new product, SG-one, which could represent a significant revenue opportunity [13][14] Q&A Session Summary Question: Changes in trends for Ascentive utilization - Management noted that the trends for Ascentive utilization remain strong, with new patient starts and physicians continuing to switch patients from standard IG therapies to Ascentive [28][29] Question: Details on the yield enhancement process - The yield enhancement process involves purifying waste streams to recover IgG that was previously lost, resulting in a 20% increase in bulk IG yield [30][31] Question: Overview of reaffirmed guidance and outlook - Management indicated that the guidance remains conservative, with expectations for accelerating growth in the latter half of 2025 due to improved inventory and manufacturing processes [39][40] Question: Cost-benefit analysis for hospitals using Ascentive - Management highlighted that patients switched to Ascentive experience fewer hospitalizations and improved quality of life, providing a strong value proposition [50][51] Question: Initiatives to expand physician use of Ascentive - Management mentioned ongoing efforts to educate physicians and alleviate reimbursement hurdles, with positive feedback from new clinics [60][61] Question: Gross margin improvement expectations - Management stated that there are currently no headwinds to gross margins, with expectations for continued margin accretion driven by yield enhancement and product mix [66][67] Question: Timeline for capacity expansion from the new facility - Management indicated that while immediate capacity expansion is not planned, the new facility will support future growth and scalability [70][72]

PART I FINANCIAL INFORMATION [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements for ADMA Biologics, Inc. as of June 30, 2025, show significant growth in revenues and net income compared to the same period in 2024, with total assets increasing to $558.4 million from $488.7 million at year-end 2024, driven by higher accounts receivable and inventories [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Presents the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $90,285 | $103,147 | | Accounts receivable, net | $109,726 | $49,999 | | Inventories, net | $191,464 | $170,235 | | **Total Assets** | **$558,380** | **$488,678** | | **Current Liabilities** | $74,941 | $55,542 | | **Total Liabilities** | **$160,055** | **$139,660** | | **Total Stockholders' Equity** | **$398,325** | **$349,018** | - Total assets grew to **$558.4 million** as of June 30, 2025, from **$488.7 million** at the end of 2024, primarily due to a significant increase in accounts receivable and inventories[13](index=13&type=chunk) - The company initiated a treasury stock program, holding **$15.1 million** in treasury stock as of June 30, 2025, which was not present at the end of 2024[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's financial performance, including revenues, expenses, and net income over reporting periods Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | **$121,984** | **$107,191** | **$236,786** | **$189,066** | | Gross Profit | $67,227 | $57,453 | $128,323 | $96,561 | | Income from Operations | $42,798 | $39,201 | $77,678 | $61,022 | | **Net Income** | **$34,219** | **$32,062** | **$61,122** | **$49,868** | | Diluted EPS | $0.14 | $0.13 | $0.25 | $0.21 | - Revenues for the second quarter of 2025 increased to **$122.0 million**, a **13.8% increase** from **$107.2 million** in the same period of 2024[14](index=14&type=chunk) - Net income for the six months ended June 30, 2025, rose to **$61.1 million** from **$49.9 million** in the prior-year period, representing a **22.6% increase**[14](index=14&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the period Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $1,464 | $43,428 | | Net cash used in investing activities | ($7,247) | ($4,727) | | Net cash used in financing activities | ($7,079) | ($1,809) | | **Net (decrease) increase in cash** | **($12,862)** | **$36,892** | - Net cash from operating activities significantly decreased to **$1.5 million** in the first six months of 2025 from **$43.4 million** in the same period of 2024, primarily due to large increases in accounts receivable and inventories[18](index=18&type=chunk) - Cash used in financing activities increased, driven by **$8.4 million** in taxes paid on vested restricted stock units and a **$30.0 million** principal payment on a term loan, which was offset by a **$30.0 million** draw from a revolver[18](index=18&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides essential disclosures and explanations supporting the condensed consolidated financial statements - In May 2025, the Board authorized a share repurchase program of up to **$500.0 million** During the quarter, the company repurchased **816,237 shares** for **$15.1 million**[50](index=50&type=chunk)[51](index=51&type=chunk) - In May 2025, the company repaid **$30.0 million** of its term loan using a draw from its revolving credit facility, resulting in a debt extinguishment loss of **$1.2 million**[47](index=47&type=chunk) - Subsequent to the quarter end, in August 2025, the company entered into a new **$300 million** credit agreement with JPMorgan, consisting of a **$75 million** term loan and a **$225 million** revolving facility, to refinance its existing debt[86](index=86&type=chunk) - In July 2025, the company acquired real estate in Boca Raton, FL for **$12.6 million** to expand production operations and storage capacity[85](index=85&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=27&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management attributes the strong financial performance in the first half of 2025 to the continued commercial success and growing market acceptance of its IVIG product, ASCENIV, with revenues for the second quarter and first six months of 2025 increasing by 14% and 25% year-over-year, respectively [Overview](index=27&type=section&id=Overview) Introduces ADMA's business, products, and key strategic developments, including recent FDA approvals and acquisitions - ADMA is an end-to-end commercial biopharmaceutical company with three FDA-approved products: ASCENIV, BIVIGAM, and Nabi-HB, manufactured at its Boca Raton facility[95](index=95&type=chunk)[96](index=96&type=chunk) - The company operates ten FDA-licensed plasma collection centers, which supply plasma for its products and for sale to third parties[98](index=98&type=chunk) - In April 2025, the FDA approved an innovative yield enhancement production process for ASCENIV and BIVIGAM, which is expected to increase production yields by approximately **20%** and contribute to revenue and earnings growth starting in the second half of 2025[101](index=101&type=chunk) - In July 2025, the company acquired real estate in Boca Raton for **$12.6 million** to expand production and storage capabilities[103](index=103&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Analyzes the company's financial performance, highlighting revenue, gross profit, and net income trends and drivers Q2 2025 vs Q2 2024 Results (in thousands) | Metric | Q2 2025 | Q2 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $121,984 | $107,191 | $14,793 | | Gross Profit | $67,227 | $57,453 | $9,774 | | Income from Operations | $42,798 | $39,201 | $3,597 | | Net Income | $34,219 | $32,062 | $2,157 | - Q2 2025 revenues increased **14% YoY**, primarily due to higher sales volume of ASCENIV Excluding a **$12.6 million** Medicaid rebate accrual adjustment in Q2 2024, the underlying revenue growth was **29%**[118](index=118&type=chunk) H1 2025 vs H1 2024 Results (in thousands) | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenues | $236,786 | $189,066 | $47,720 | | Gross Profit | $128,323 | $96,561 | $31,762 | | Income from Operations | $77,678 | $61,022 | $16,656 | | Net Income | $61,122 | $49,868 | $11,254 | - For the first six months of 2025, revenues grew **25% YoY** A voluntary withdrawal of three BIVIGAM lots reduced revenue by **$4.0 million** during this period[130](index=130&type=chunk) - Gross margin for H1 2025 improved to **54.2%** from **51.1%** in H1 2024, driven by a better product mix and manufacturing efficiencies[132](index=132&type=chunk) [Liquidity and Capital Resources](index=37&type=section&id=Liquidity%20and%20Capital%20Resources) Assesses the company's financial flexibility, cash position, debt structure, and future funding outlook - As of June 30, 2025, the company had working capital of **$324.6 million**, including **$90.3 million** in cash and cash equivalents[146](index=146&type=chunk) - Management anticipates that current cash, receivables, and projected operating cash flow will be sufficient to fund operations through the first half of 2026 and beyond, with no current need to raise additional capital[148](index=148&type=chunk) - On August 5, 2025, the company refinanced its debt by entering a new **$300 million** credit facility with JPMorgan, replacing the previous Ares facility The new facility includes a **$75 million** term loan and a **$225 million** revolving credit line[157](index=157&type=chunk)[158](index=158&type=chunk) - Net cash from operations for the first six months of 2025 was **$1.5 million**, a significant decrease from **$43.4 million** in the prior year, mainly due to investments in inventory and an increase in accounts receivable[165](index=165&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) The company is exposed to interest rate risk due to its variable-rate senior credit facilities, with a hypothetical 100 basis point increase in interest rates resulting in an approximate $0.8 million negative impact on annualized earnings and cash flows - The company's primary market risk is from changes in interest rates on its senior credit facility[172](index=172&type=chunk) - As of June 30, 2025, a hypothetical **100 basis point (1%)** increase in interest rates would have an approximate **$0.8 million** negative impact on annual earnings and cash flows based on the **$75.0 million** outstanding variable-rate debt[172](index=172&type=chunk) [Controls and Procedures](index=42&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of June 30, 2025, concluding they were effective in ensuring timely and accurate reporting, with no material changes to internal control over financial reporting during the quarter - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2025[174](index=174&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, internal controls[176](index=176&type=chunk) PART II OTHER INFORMATION [Legal Proceedings](index=43&type=section&id=Item%201.%20Legal%20Proceedings.) The company reports that it is not currently involved in any material pending legal proceedings that would have a material adverse effect on its financial position, results of operations, or cash flows - Management states that there are currently no material pending legal proceedings against the company[178](index=178&type=chunk) [Risk Factors](index=43&type=section&id=Item%201A.%20Risk%20Factors.) The company outlines several key risks to its business, including the potential inability to maintain profitability, reliance on third-party contractors for manufacturing and plasma supply, business interruptions, regulatory hurdles, customer concentration, stock price volatility, and limitations on the use of Net Operating Loss (NOL) carryforwards - The company may not be able to maintain profitability, despite achieving it for the first time in the year ended December 31, 2024[179](index=179&type=chunk)[182](index=182&type=chunk) - A few customers account for a significant portion of revenue and accounts receivable, with two customers representing about **72%** of consolidated revenues for the first six months of 2025[181](index=181&type=chunk)[216](index=216&type=chunk) - The business relies on third parties for filling, packaging, testing, and sourcing plasma, which introduces risks related to performance, quality, and supply chain disruptions[179](index=179&type=chunk)[185](index=185&type=chunk) - The company's new senior secured credit facility with JPMorgan contains covenants and is subject to acceleration in case of default, which could lead to the seizure of collateral[181](index=181&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=72&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The company reports no unregistered sales of equity securities during the period, having repurchased 816,237 shares in June 2025 at an average price of $18.35 per share under its publicly announced share repurchase program, with approximately $485 million remaining available for future repurchases Share Repurchases in Q2 2025 | For the Month Ended | Total Number of Shares Purchased | Average Price Paid Per Share | Approximate Dollar Value of Shares that May Yet Be Purchased | | :--- | :--- | :--- | :--- | | April 30, 2025 | - | $- | $- | | May 31, 2025 | - | $- | $- | | June 30, 2025 | 816,237 | $18.35 | $485,002,210 | - The share repurchases were made pursuant to the program publicly announced on May 5, 2025, which has no expiration date[296](index=296&type=chunk)[297](index=297&type=chunk) [Other Information](index=73&type=section&id=Item%205.%20Other%20Information.) The company states that none of its directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or other non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - No directors or executive officers adopted or terminated any Rule 10b5-1 trading plans during the second quarter of 2025[300](index=300&type=chunk)

[Definitions](index=7&type=section&id=ARTICLE%20I) This article establishes the precise meaning of key financial, legal, and operational terms, along with general interpretation rules and accounting principles, essential for understanding the Credit Agreement [Defined Terms](index=7&type=section&id=SECTION%201%2E01%2EDefined%20Terms) This section provides comprehensive definitions for numerous terms used throughout the Credit Agreement, establishing the precise meaning of key financial, legal, and operational concepts essential for interpreting the covenants, conditions, and obligations within the agreement - The section defines critical terms such as 'Applicable Rate', 'Benchmark Replacement', 'Consolidated Adjusted EBITDA', 'Defaulting Lender', 'Indebtedness', 'Loan Parties', 'Material Adverse Effect', 'Permitted Acquisition', 'Secured Obligations', and 'Total Leverage Ratio', which are fundamental to the agreement's interpretation[11](index=11&type=chunk)[28](index=28&type=chunk)[46](index=46&type=chunk)[83](index=83&type=chunk)[100](index=100&type=chunk)[154](index=154&type=chunk)[183](index=183&type=chunk)[217](index=217&type=chunk)[267](index=267&type=chunk)[296](index=296&type=chunk) Key Financial Ratios and Thresholds | Ratio/Threshold | Description | Value/Condition | Source Chunk | | :-------------- | :---------- | :-------------- | :----------- | | Applicable Rate (Category 1) | ABR Spread | 1.50% | 28 | | Applicable Rate (Category 1) | Term Benchmark and RFR Spread | 2.50% | 28 | | Applicable Rate (Category 1) | Commitment Fee Rate | 0.30% | 28 | | Applicable Rate (Category 2) | ABR Spread | 1.75% | 28 | | Applicable Rate (Category 2) | Term Benchmark and RFR Spread | 2.75% | 28 | | Applicable Rate (Category 2) | Commitment Fee Rate | 0.30% | 28 | | Applicable Rate (Category 3) | ABR Spread | 2.00% | 28 | | Applicable Rate (Category 3) | Term Benchmark and RFR Spread | 3.00% | 28 | | Applicable Rate (Category 3) | Commitment Fee Rate | 0.35% | 28 | | Alternate Base Rate Floor | Minimum rate for ABR | 1.00% per annum | 22 | | Daily Simple SOFR Floor | Minimum rate for Daily Simple SOFR | 0.00% | 135 | | Term SOFR Rate Floor | Minimum rate for Term SOFR Rate | 0.00% | 135 | | LC Exposure Limit | Aggregate undrawn amount of Letters of Credit | **$10,000,000** | 170 | | Material Indebtedness Threshold | Aggregate principal amount of Indebtedness (excluding Loans/LCs) | Exceeding **$10,000,000** | 184 | | Material Real Property Value | Fair market value for owned real property | Exceeding **$5,000,000** | 185 | | Disposition Prepayment Trigger | Aggregate Net Proceeds from asset sales in a fiscal year | Exceeds **$10,000,000** | 390 | | Casualty Prepayment Trigger | Aggregate Net Proceeds from casualty events in a fiscal year | Exceeds **$10,000,000** | 390 | | Revolving Commitments (Initial) | Aggregate amount of Lenders' Revolving Commitments | **$225,000,000** | 257 | | Term Loan Commitments (Initial) | Aggregate amount of Lenders' Term Loan Commitments | **$75,000,000** | 291 | [Classification of Loans and Borrowings](index=48&type=section&id=SECTION%201%2E02%2EClassification%20of%20Loans%20and%20Borrowings) This section clarifies that Loans and Borrowings can be classified by their 'Class' (e.g., Revolving Loan, Term Loan, Swingline Loan) or by their 'Type' (e.g., Term Benchmark Loan, ABR Loan), or by both, ensuring consistent terminology throughout the agreement - Loans and Borrowings are classified by Class (Revolving, Term, Swingline) or Type (Term Benchmark, ABR) for clarity[310](index=310&type=chunk) [Terms Generally](index=48&type=section&id=SECTION%201%2E03%2ETerms%20Generally) This section establishes general rules for interpreting terms within the agreement, including the application of singular/plural forms, the inclusive nature of 'include,' and references to amended documents, statutes, and successors, ensuring consistent legal interpretation - General interpretation rules apply to singular/plural forms, 'include' (without limitation), and references to amended documents, statutes, and successors[311](index=311&type=chunk) [Accounting Terms; GAAP](index=48&type=section&id=SECTION%201%2E04%2EAccounting%20Terms%3B%20GAAP) This section mandates that all accounting and financial terms adhere to GAAP, with provisions for adjusting interpretations if GAAP changes, and explicitly excludes certain fair value accounting treatments for indebtedness to ensure consistent covenant calculations - All accounting terms are to be construed in accordance with GAAP, as in effect from time to time[312](index=312&type=chunk) - If GAAP changes, an amendment may be requested to eliminate the effect of such change on the agreement's provisions[312](index=312&type=chunk) - Indebtedness and other liabilities are to be valued at full stated principal amount, without giving effect to fair value elections under FASB ASC 825 or 470-20/2015-03[312](index=312&type=chunk) - Changes in lease accounting under FASB ASC 2016-02 (Topic 842) will not reclassify operating leases as capital leases if they wouldn't have been under GAAP as of December 31, 2015[314](index=314&type=chunk) [Pro Forma Adjustments](index=49&type=section&id=SECTION%201%2E05%2EPro%20Forma%20Adjustments) This section details how pro forma adjustments are applied to financial calculations (e.g., Total Leverage Ratio, Fixed Charge Coverage Ratio) following acquisitions or dispositions, ensuring that financial covenants are assessed as if these transactions occurred at the beginning of the relevant period, with specific rules for Delayed Draw Facilities and Restricted Payments - Pro forma adjustments are required for acquisitions and dispositions when calculating Total Leverage Ratio, Fixed Charge Coverage Ratio, and Material Subsidiary definition[315](index=315&type=chunk) - Adjustments are based on events directly attributable to the transaction, factually supportable, and expected to have a continuing impact, consistent with Article 11 of Regulation S-X[315](index=315&type=chunk) - For 'Applicable Rate' and Section 6.12 compliance (excluding pro forma conditions), events subsequent to the testing period are not given pro forma effect[315](index=315&type=chunk) [Status of Obligations](index=50&type=section&id=SECTION%201%2E06%2EStatus%20of%20Obligations) This section designates the Secured Obligations as 'senior indebtedness' relative to any Subordinated Indebtedness, ensuring the Administrative Agent and Lenders have priority payment rights and remedies as holders of senior debt - Secured Obligations are designated as 'senior indebtedness' and 'designated senior indebtedness' to ensure priority for Administrative Agent and Lenders[317](index=317&type=chunk) [Interest Rates; Benchmark Notification](index=50&type=section&id=SECTION%201%2E07%2EInterest%20Rates%3B%20Benchmark%20Notification) This section informs parties about the potential discontinuation or reform of interest rate benchmarks and refers to Section 2.14(b) for alternative rate determination. It explicitly states that the Administrative Agent does not warrant or accept responsibility for benchmark administration or performance - Interest rates may be derived from benchmarks subject to discontinuation or reform, with Section 2.14(b) providing an alternative rate mechanism[318](index=318&type=chunk) - The Administrative Agent disclaims responsibility for the administration, submission, or performance of any interest rate benchmark or its alternatives[318](index=318&type=chunk) [Letter of Credit Amounts](index=50&type=section&id=SECTION%201%2E08%2ELetter%20of%20Credit%20Amounts) This section defines how the amount of a Letter of Credit is determined, including provisions for automatic increases to its maximum potential amount and clarifying that expired Letters of Credit with remaining drawing potential are still considered 'outstanding' and 'undrawn' - The amount of a Letter of Credit is deemed its stated amount available to be drawn, including maximum amounts after automatic increases[319](index=319&type=chunk) - Expired Letters of Credit with remaining drawing potential due to governing rules (e.g., UCP 600, ISP98) are considered 'outstanding' and 'undrawn'[319](index=319&type=chunk) [Divisions](index=51&type=section&id=SECTION%201%2E09%2EDivisions) This section clarifies the treatment of assets, rights, obligations, and liabilities in the context of corporate divisions under Delaware law or similar events, deeming transfers to occur from the original to the subsequent person and new entities as organized/acquired on their first existence date - In a corporate division, assets, rights, obligations, or liabilities transferred to a different person are deemed transferred from the original person[321](index=321&type=chunk) - New persons coming into existence through a division are deemed organized and acquired on their first date of existence by their equity holders[321](index=321&type=chunk) [The Credits](index=51&type=section&id=ARTICLE%20II) This article details the terms and conditions for various loan types, including commitments, borrowing procedures, interest rates, fees, prepayments, and mechanisms for managing increased costs and benchmark rate changes [Commitments](index=51&type=section&id=SECTION%202%2E01%2ECommitments%2E) This section outlines the commitments of Revolving Lenders to make reborrowable Revolving Loans during the Availability Period, up to their respective and aggregate Revolving Commitments, and the one-time commitment of Term Lenders to make non-reborrowable Term Loans on the Effective Date - Revolving Lenders agree to make Revolving Loans during the Availability Period, with reborrowing permitted, provided individual and aggregate Revolving Exposure limits are not exceeded[323](index=323&type=chunk) - Term Lenders agree to make a one-time Term Loan on the Effective Date, up to their Term Loan Commitment, with amounts prepaid or repaid not being reborrowable[324](index=324&type=chunk) [Loans and Borrowings](index=51&type=section&id=SECTION%202%2E02%2ELoans%20and%20Borrowings%2E) This section details the structure of loans and borrowings, specifying that most loans are made ratably by Lenders of the same Class and Type, and outlining the available types (ABR or Term Benchmark), minimum borrowing amounts, and restrictions on Interest Periods - Each Loan (excluding Swingline Loans) is made ratably by Lenders of the same Class and Type[325](index=325&type=chunk) - Revolving and Term Loan Borrowings can be ABR Loans or Term Benchmark Loans; Swingline Loans are ABR Loans[326](index=326&type=chunk) - Term Benchmark Borrowings must be integral multiples of **$100,000** and not less than **$500,000**[328](index=328&type=chunk) - ABR and RFR Borrowings must be integral multiples of **$100,000** and not less than **$500,000**, with exceptions for full unused Revolving Commitments or LC Disbursement reimbursement[328](index=328&type=chunk) - A maximum of **ten** Term Benchmark and RFR Borrowings can be outstanding simultaneously[328](index=328&type=chunk) [Requests for Borrowings](index=52&type=section&id=SECTION%202%2E03%2ERequests%20for%20Borrowings) This section describes the Borrower's process for requesting a Borrowing, requiring an irrevocable written notice (Borrowing Request) to the Administrative Agent, specifying the Class, amount, date, Type, and, for Term Benchmark Borrowings, the Interest Period, with specific deadlines for different loan types - Borrowing requests must be submitted via a signed Borrowing Request or Approved Borrower Portal[331](index=331&type=chunk) - Term Benchmark Borrowing requests require notice by **1:00 p.m. New York City time**, three U.S. Government Securities Business Days prior to the proposed Borrowing date[331](index=331&type=chunk) - ABR Borrowing requests require notice by **11:00 a.m. New York City time** on the proposed Borrowing date, with an exception for LC Disbursement reimbursement (**9:00 a.m.**)[331](index=331&type=chunk) [Intentionally Omitted]](index=53&type=section&id=SECTION%202%2E04%2E%5BIntentionally%20Omitted%5D%2E) This section is intentionally omitted, indicating no specific provisions are defined here [Swingline Loans](index=53&type=section&id=SECTION%202%2E05%2ESwingline%20Loans%2E) This section details the terms for Swingline Loans, including a maximum outstanding amount, the request process, and the mechanism for Revolving Lenders to acquire participations. It also covers the replacement and resignation procedures for the Swingline Lender - The aggregate principal amount of outstanding Swingline Loans cannot exceed **$20,000,000**[337](index=337&type=chunk) - Requests for Swingline Loans must be submitted by **1:00 p.m. New York City time** on the day of the proposed loan[337](index=337&type=chunk) - Revolving Lenders are obligated to acquire participations in Swingline Loans, with payments due promptly upon notice from the Administrative Agent[339](index=339&type=chunk) [Letters of Credit](index=55&type=section&id=SECTION%202%2E06%2ELetters%20of%20Credit) This section governs the issuance, amendment, and extension of Letters of Credit, specifying conditions for issuance (e.g., aggregate LC Exposure limit), expiration dates, the absolute and unconditional nature of the Borrower's reimbursement obligations, and the process for cash collateralization upon an Event of Default. It also outlines the roles and reporting requirements of the Issuing Bank and Lenders - The aggregate LC Exposure shall not exceed **$10,000,000**[344](index=344&type=chunk) - No Issuing Bank is obligated to issue more than **20** Letters of Credit outstanding[343](index=343&type=chunk) - Letters of Credit expire **one year** after issuance (or extension), but no later than **five Business Days** prior to the Revolving Credit Maturity Date[347](index=347&type=chunk) - Upon an Event of Default, the Borrower must deposit cash collateral equal to **105%** of the LC Exposure into an LC Collateral Account[358](index=358&type=chunk) [Funding of Borrowings](index=60&type=section&id=SECTION%202%2E07%2EFunding%20of%20Borrowings%2E) This section describes the process for Lenders to fund their respective Loans by wire transfer to the Administrative Agent, which then disburses the funds to the Borrower's Funding Account. It also addresses the consequences if a Lender fails to make its share available - Lenders make Loans by wire transfer of immediately available funds to the Administrative Agent's account by **2:00 p.m. New York City time** on the proposed date[362](index=362&type=chunk) - The Administrative Agent credits funds to the Borrower's Funding Account, or remits ABR Revolving Loans for LC Disbursement reimbursement to the Issuing Bank[362](index=362&type=chunk) - If a Lender fails to fund, both the Lender and Borrower severally agree to pay the corresponding amount with interest to the Administrative Agent[363](index=363&type=chunk) [Interest Elections](index=60&type=section&id=SECTION%202%2E08%2EInterest%20Elections%2E) This section grants the Borrower the ability to convert or continue Borrowings between ABR and Term Benchmark Types and to select Interest Periods for Term Benchmark Borrowings, subject to specific notice requirements and restrictions, such as not permitting RFR Loans prior to a Benchmark Transition Event - The Borrower may elect to convert or continue Borrowings to a different Type (ABR or Term Benchmark) or select Interest Periods for Term Benchmark Borrowings[364](index=364&type=chunk) - Interest Election Requests are irrevocable and must be submitted by the same deadlines as Borrowing Requests[365](index=365&type=chunk) - If an Event of Default is continuing, no outstanding Borrowing may be converted to or continued as a Term Benchmark Borrowing, and existing Term Benchmark/RFR Borrowings convert to ABR Borrowings[368](index=368&type=chunk) [Termination and Reduction of Commitments; Increase in Revolving Commitments; Incremental Term Loans](index=61&type=section&id=SECTION%202%2E09%2ETermination%20and%20Reduction%20of%20Commitments%3B%20Increase%20in%20Revolving%20Commitments%3B%20Incremental%20Term%20Loans%2E) This section details the termination of Term Loan and Revolving Commitments, the Borrower's right to reduce Revolving Commitments, and the ability to increase Revolving Commitments or obtain Incremental Term Loans. Such increases are subject to minimum amounts, a maximum of four requests, a total cap of $100,000,000, and satisfaction of specific conditions including no existing Default and compliance with financial covenants - Term Loan Commitments terminate on the Effective Date; Revolving Commitments terminate on the Revolving Credit Maturity Date[369](index=369&type=chunk) - Borrower may reduce Revolving Commitments in integral multiples of **$1,000,000**, with a minimum of **$5,000,000**, provided Aggregate Revolving Exposure does not exceed commitments[371](index=371&type=chunk) - Borrower may increase Revolving Commitments or obtain Incremental Term Loans, with a minimum of **$5,000,000** per request and a maximum of **four** requests[373](index=373&type=chunk) - The sum of additional Revolving Commitments and Incremental Term Loans cannot exceed **$100,000,000**[373](index=373&type=chunk) - Conditions for increase/tranche include no Default/Event of Default, true and correct representations/warranties, and pro forma compliance with Section 6.12 financial covenants[374](index=374&type=chunk) - Incremental Term Loans rank pari passu with Revolving Loans and initial Term Loans, are secured only by Collateral, and have no obligors other than Loan Parties[376](index=376&type=chunk) [Repayment and Amortization of Loans; Evidence of Debt](index=64&type=section&id=SECTION%202%2E10%2ERepayment%20and%20Amortization%20of%20Loans%3B%20Evidence%20of%20Debt) This section outlines the Borrower's unconditional obligation to repay Revolving Loans by the Revolving Credit Maturity Date and Swingline Loans within five Business Days. It also provides a detailed amortization schedule for Term Loans, with full repayment due on the Term Loan Maturity Date, and specifies how Lenders and the Administrative Agent maintain records of indebtedness - Revolving Loans are due on the Revolving Credit Maturity Date[380](index=380&type=chunk) - Swingline Loans are due on the earlier of the Revolving Credit Maturity Date and the **fifth Business Day** after being made[380](index=380&type=chunk) Term Loan Amortization Schedule | Date | Amount | | :--- | :----- | | September 30, 2025 | **$468,750.00** | | December 31, 2025 | **$468,750.00** | | March 31, 2026 | **$468,750.00** | | June 30, 2026 | **$468,750.00** | | September 30, 2026 | **$937,500.00** | | December 31, 2026 | **$937,500.00** | | March 31, 2027 | **$937,500.00** | | June 30, 2027 | **$937,500.00** | | September 30, 2027 | **$1,406,250.00** | | December 31, 2027 | **$1,406,250.00** | | March 31, 2028 | **$1,406,250.00** | | June 30, 2028 | **$1,406,250.00** | | Term Loan Maturity Date | The entire unpaid principal amount of all Term Loans | - All unpaid Term Loans are due in full on the Term Loan Maturity Date (August 5, 2028)[292](index=292&type=chunk)[381](index=381&type=chunk) [Prepayment of Loans](index=65&type=section&id=SECTION%202%2E11%2EPrepayment%20of%20Loans%2E) This section details the Borrower's right to voluntarily prepay loans without penalty and outlines mandatory prepayment requirements. Mandatory prepayments are triggered by excess Revolving Exposure, or Net Proceeds from certain asset dispositions, casualty events (exceeding $10,000,000 per fiscal year), or new indebtedness, with provisions for reinvestment of proceeds from dispositions and casualties - Voluntary prepayments of any Borrowing are permitted in whole or in part without premium or penalty, subject to notice and break funding expenses[387](index=387&type=chunk) - Mandatory prepayment is required if Aggregate Revolving Exposure exceeds aggregate Revolving Commitments[388](index=388&type=chunk) - Mandatory prepayment of **100%** of Net Proceeds is required from Prepayment Events (asset sales, casualty, new indebtedness)[389](index=389&type=chunk) - Disposition Prepayment Trigger: No prepayment required for asset sales until aggregate Net Proceeds exceed **$10,000,000** in a fiscal year[390](index=390&type=chunk) - Casualty Prepayment Trigger: No prepayment required for casualty events until aggregate Net Proceeds exceed **$10,000,000** in a fiscal year[390](index=390&type=chunk) - Net Proceeds from dispositions/casualties may be reinvested within **180 days** (or extended **180 days** with commitment), provided no Event of Default exists[390](index=390&type=chunk) - Mandatory prepayments are applied first to Term Loans (inverse order of maturity), then to Revolving Loans/Swingline Loans, and then to cash collateralize LC Exposure[393](index=393&type=chunk) [Fees](index=67&type=section&id=SECTION%202%2E12%2EFees%2E) This section details the various fees payable by the Borrower, including commitment fees on undrawn Revolving Commitments, participation fees for Letters of Credit, fronting fees to the Issuing Bank, and administrative agent fees, specifying their accrual rates, calculation bases, and payment schedules - Commitment fees accrue at the Applicable Rate on the daily undrawn portion of each Revolving Lender's Commitment[395](index=395&type=chunk) - Participation fees accrue for Revolving Lenders on outstanding Letters of Credit at the Term Benchmark Revolving Loan Applicable Rate[397](index=397&type=chunk) - Fronting fees accrue to the Issuing Bank on outstanding Letters of Credit at a separately agreed rate (not exceeding **0.125% per annum**)[397](index=397&type=chunk) - All fees are computed on a **360-day year** basis (except for Prime Rate-based ABR interest) and payable in arrears quarterly or on termination[395](index=395&type=chunk)[397](index=397&type=chunk)[405](index=405&type=chunk) [Interest](index=68&type=section&id=SECTION%202%2E13%2EInterest%2E) This section defines the interest rates for different loan types: ABR Loans (Alternate Base Rate plus Applicable Rate), Term Benchmark Loans (Term SOFR Rate plus Applicable Rate), and RFR Loans (Daily Simple SOFR plus Applicable Rate). It also specifies an increased interest rate of 2% above the otherwise applicable rate during an Event of Default and outlines interest accrual and payment schedules - ABR Loans (including Swingline Loans) bear interest at the Alternate Base Rate plus the Applicable Rate[400](index=400&type=chunk) - Term Benchmark Loans bear interest at the Term SOFR Rate for the Interest Period plus the Applicable Rate[400](index=400&type=chunk) - RFR Loans bear interest at the Daily Simple SOFR plus the Applicable Rate[401](index=401&type=chunk) - During an Event of Default, all Loans bear interest at **2%** plus the otherwise applicable rate[403](index=403&type=chunk) - Interest is generally computed on a **360-day year** basis (**365/366** for Prime Rate-based ABR) and payable in arrears on Interest Payment Dates[405](index=405&type=chunk) [Alternate Rate of Interest](index=69&type=section&id=SECTION%202%2E14%2EAlternate%20Rate%20of%20Interest) This section establishes a framework for determining an alternative interest rate if the primary benchmark (Term SOFR Rate or Daily Simple SOFR) becomes unavailable or non-representative due to a 'Benchmark Transition Event'. It outlines the hierarchy of replacement rates, the process for implementing 'Benchmark Replacement Conforming Changes', and the Administrative Agent's role in these determinations - If the Administrative Agent determines adequate means do not exist for ascertaining Term SOFR Rate or Daily Simple SOFR, or is advised by Required Lenders that the rate will not adequately reflect costs, an alternative rate will be used[406](index=406&type=chunk)[407](index=407&type=chunk) - Upon a 'Benchmark Transition Event' and 'Benchmark Replacement Date', a 'Benchmark Replacement' will automatically replace the current benchmark[408](index=408&type=chunk) - The Administrative Agent has the right to make 'Benchmark Replacement Conforming Changes' without further consent[409](index=409&type=chunk) - If it becomes unlawful for a Lender to make/maintain Term Benchmark Loans or charge Term SOFR Rate interest, that Lender's obligations are suspended, and the ABR calculation for that Lender will exclude the Term SOFR Rate component[414](index=414&type=chunk) [Increased Costs](index=72&type=section&id=SECTION%202%2E15%2EIncreased%20Costs%2E) This section requires the Borrower to compensate Lenders and the Issuing Bank for any increased costs or reductions in received sums (e.g., principal, interest) resulting from a 'Change in Law', including new or modified reserve requirements, other conditions, or certain Taxes. It also covers reductions in return on capital due to changes in capital or liquidity requirements - Borrower must compensate Lenders/Issuing Bank for increased costs due to 'Change in Law' affecting reserves, deposits, liquidity, or other conditions (excluding certain Taxes)[415](index=415&type=chunk) - Compensation is also required for reductions in return on capital due to 'Change in Law' regarding capital or liquidity requirements[416](index=416&type=chunk) - Lenders/Issuing Bank must notify the Borrower of increased costs within **270 days** of the Change in Law, with an extension for retroactive effects[419](index=419&type=chunk) [Break Funding Payments](index=73&type=section&id=SECTION%202%2E16%2EBreak%20Funding%20Payments) This section obligates the Borrower to compensate Lenders for any loss, cost, or expense incurred if principal payments, conversions, or assignments of Term Benchmark Loans or RFR Loans occur on dates other than their scheduled Interest Period end or Interest Payment Date, respectively, or if a borrowing fails to occur as specified - Borrower must compensate Lenders for losses from principal payments, conversions, or assignments of Term Benchmark Loans occurring outside their Interest Period end date[420](index=420&type=chunk) - Borrower must compensate Lenders for losses from principal payments or failures to borrow/prepay RFR Loans occurring outside their Interest Payment Date[421](index=421&type=chunk) [Taxes](index=73&type=section&id=SECTION%202%2E17%2ETaxes%2E) This section addresses tax obligations, requiring Loan Parties to make payments free of deductions for Indemnified Taxes and to gross up payments if withholding is legally required. It outlines indemnification obligations for Loan Parties and Lenders regarding various Taxes, and specifies documentation requirements for Lenders to claim tax exemptions - Payments by Loan Parties under Loan Documents must be made without deduction or withholding for Taxes, except as required by law[423](index=423&type=chunk) - If withholding for an Indemnified Tax is required, the sum payable by the Loan Party must be increased (grossed-up) so the Recipient receives the full intended amount[423](index=423&type=chunk) - Loan Parties must indemnify each Recipient for Indemnified Taxes and related expenses[426](index=426&type=chunk) - Each Lender must indemnify the Administrative Agent for Indemnified Taxes attributable to such Lender (if not already indemnified by Loan Parties) and Excluded Taxes attributable to such Lender[427](index=427&type=chunk) - Lenders entitled to tax exemptions or reductions must provide appropriate IRS forms (e.g., W-9, W-8BEN, W-8ECI, W-8IMY) and other documentation[428](index=428&type=chunk)[429](index=429&type=chunk)[430](index=430&type=chunk) [Payments Generally; Allocation of Proceeds; Sharing of Set-offs](index=77&type=section&id=SECTION%202%2E18%2EPayments%20Generally%3B%20Allocation%20of%20Proceeds%3B%20Sharing%20of%20Set-offs%2E) This section establishes general payment terms, including due dates, currency, and methods. It specifies how payments and collateral proceeds are allocated, particularly after an Event of Default, prioritizing fees, interest, principal, and then other Secured Obligations. It also includes provisions for Lenders to share set-offs ratably to ensure equitable distribution - All payments must be made by **2:00 p.m. New York City time** on the due date, in immediately available funds, without setoff or counterclaim[436](index=436&type=chunk) - After an Event of Default, payments and collateral proceeds are applied in a specific order: first to Administrative Agent/Swingline Lender/Issuing Bank fees/indemnities/expenses, then to Lenders' fees/indemnities/expenses, then to interest, then to principal/LC Disbursements/cash collateral/Swap/Banking Services Obligations, and finally to other Secured Obligations[437](index=437&type=chunk) - Lenders exercising setoff rights must share payments ratably with other similarly situated Lenders[441](index=441&type=chunk) [Mitigation Obligations; Replacement of Lenders](index=79&type=section&id=SECTION%202%2E19%2EMitigation%20Obligations%3B%20Replacement%20of%20Lenders%2E) This section requires Lenders to make reasonable efforts to mitigate increased costs or tax burdens by designating alternative lending offices. It also grants the Borrower the right to replace a Lender if it requests compensation for increased costs or taxes, or becomes a Defaulting Lender, subject to specific conditions and administrative procedures - Lenders must use reasonable efforts to designate a different lending office to reduce amounts payable under Sections 2.15 (Increased Costs) or 2.17 (Taxes), if not disadvantageous to the Lender[445](index=445&type=chunk) - The Borrower may require a Lender to assign its rights and obligations if it requests compensation under Section 2.15 or 2.17, or becomes a Defaulting Lender[447](index=447&type=chunk) - Replacement requires prior written consent from the Administrative Agent (and Issuing Bank/Swingline Lender if applicable), payment of all amounts due to the replaced Lender, and the assignee agreeing to the applicable terms[447](index=447&type=chunk) [Defaulting Lenders](index=80&type=section&id=SECTION%202%2E20%2EDefaulting%20Lenders) This section outlines the consequences for a 'Defaulting Lender,' including the cessation of commitment fees, specific application of payments received, restrictions on voting rights, and the reallocation or cash collateralization of its Swingline and LC Exposures among non-Defaulting Lenders. It also addresses conditions for a Defaulting Lender to remedy its status - Fees cease to accrue on the Unfunded Revolving Commitment of a Defaulting Lender[448](index=448&type=chunk) - Payments received for a Defaulting Lender are applied in a specific waterfall: first to amounts owing to Administrative Agent, then to Issuing Bank/Swingline Lender, then to cash collateralize LC Exposure, then to fund failed Loans, then to hold for future obligations, then to judgments against the Defaulting Lender, and finally to the Defaulting Lender[448](index=448&type=chunk) - Defaulting Lenders lose voting rights on most issues, and their commitments/exposures are excluded from Required Lenders calculations[449](index=449&type=chunk) - Swingline and LC Exposures of a Defaulting Lender are reallocated to non-Defaulting Lenders or cash collateralized by the Borrower[449](index=449&type=chunk) [Returned Payments](index=82&type=section&id=SECTION%202%2E21%2EReturned%20Payments) This section stipulates that if any payment applied to the Obligations is later rescinded, restored, or returned (e.g., due to bankruptcy), the affected Obligations are revived, and the Credit Agreement remains in full force, ensuring the Lenders' rights are preserved - If any payment on Obligations is rescinded or returned, the Obligations are revived and the Agreement continues in full force[453](index=453&type=chunk) [Banking Services and Swap Agreements](index=83&type=section&id=SECTION%202%2E22%2EBanking%20Services%20and%20Swap%20Agreements) This section requires Lenders or their Affiliates providing Banking Services or Swap Agreements to Loan Parties to notify the Administrative Agent of the aggregate amounts of such obligations. This information is crucial for determining the priority of these obligations in the allocation of proceeds, particularly in a payment waterfall scenario - Lenders or Affiliates providing Banking Services or Swap Agreements must notify the Administrative Agent of the aggregate amounts of such obligations[455](index=455&type=chunk) - The most recent information provided to the Administrative Agent determines the tier in the payment waterfall (Section 2.18(b)) for these obligations[455](index=455&type=chunk) - JPMCB or its Affiliates, when acting as Administrative Agent and providing these services, are not required to provide such notice[455](index=455&type=chunk) [Representations and Warranties](index=83&type=section&id=ARTICLE%20III) This article contains the Loan Parties' affirmations regarding their legal status, financial condition, compliance with laws, property ownership, and other material facts, which are fundamental to the agreement [Organization; Powers](index=83&type=section&id=SECTION%203%2E01%2EOrganization%3B%20Powers) Each Loan Party and Subsidiary represents that it is duly organized, validly existing, in good standing, and possesses all necessary power and authority to conduct its business, and is qualified to do business in all required jurisdictions, except where failure would not result in a Material Adverse Effect - Each Loan Party and Subsidiary is duly organized, validly existing, and in good standing in its jurisdiction of organization[457](index=457&type=chunk) - They possess all requisite power and authority to conduct their business as currently conducted[457](index=457&type=chunk) - They are qualified to do business in, and in good standing in, every required jurisdiction, unless failure would not result in a Material Adverse Effect[457](index=457&type=chunk) [Authorization; Enforceability](index=83&type=section&id=SECTION%203%2E02%2EAuthorization%3B%20Enforceability) Each Loan Party represents that the transactions contemplated by the Credit Agreement are within its corporate powers, have been duly authorized by all necessary actions, and that each Loan Document it is a party to constitutes a legal, valid, and binding obligation, enforceable subject to general bankruptcy and equity principles - Transactions are within each Loan Party's corporate powers and duly authorized[458](index=458&type=chunk) - Each Loan Document is a legal, valid, and binding obligation, enforceable in accordance with its terms, subject to bankruptcy and equity laws[458](index=458&type=chunk) [Governmental Approvals; No Conflicts](index=83&type=section&id=SECTION%203%2E03%2EGovernmental%20Approvals%3B%20No%20Conflicts) Each Loan Party represents that the transactions do not require any unobtained governmental consents or approvals, will not violate any applicable laws or material agreements, and will not result in the creation of any Liens other than those expressly permitted by the Loan Documents - Transactions do not require unobtained governmental consents or approvals, except for filings to perfect Liens[459](index=459&type=chunk) - Transactions will not violate any Requirement of Law or material agreements applicable to Loan Parties or Subsidiaries[459](index=459&type=chunk) - Transactions will not result in the creation of any Liens on assets, except those created pursuant to Loan Documents[459](index=459&type=chunk) [Financial Condition; No Material Adverse Change](index=83&type=section&id=SECTION%203%2E04%2EFinancial%20Condition%3B%20No%20Material%20Adverse%20Change%2E) The Borrower represents that its previously furnished audited consolidated financial statements for 2023 and 2024, and unaudited interim statements for Q1 2025, fairly present its financial condition in accordance with GAAP. It also warrants that no event has occurred since December 31, 2024, that could reasonably be expected to have a Material Adverse Effect - Audited consolidated financial statements for fiscal years ended December 31, 2023 and 2024, and unaudited interim statements for fiscal quarter ended March 31, 2025, have been furnished[460](index=460&type=chunk) - Financial statements fairly present financial position and results in accordance with GAAP, subject to normal year-end adjustments and absence of footnotes for interim statements[460](index=460&type=chunk) - No event has occurred since December 31, 2024, that could reasonably be expected to have a Material Adverse Effect[461](index=461&type=chunk) [Properties](index=84&type=section&id=SECTION%203%2E05%2EProperties%2E) Each Loan Party and Subsidiary represents that it holds good and indefeasible title or valid leasehold interests to all its real and personal property, free of unpermitted Liens. It also warrants ownership or license to use all material intellectual property, without infringing on third-party rights - Each Loan Party and Subsidiary has good and indefeasible title or valid leasehold interests to all its real and personal property, free of Liens other than those permitted by Section 6.02[462](index=462&type=chunk) - Each Loan Party and Subsidiary owns or is licensed to use all material trademarks, tradenames, copyrights, patents, and other intellectual property necessary for its business[463](index=463&type=chunk) - The use of intellectual property does not materially infringe upon the rights of any other Person[463](index=463&type=chunk) [Litigation and Environmental Matters](index=84&type=section&id=SECTION%203%2E06%2ELitigation%20and%20Environmental%20Matters) Each Loan Party represents that there are no pending or threatened legal actions that could result in a Material Adverse Effect or involve the Loan Documents. It also states that no Loan Party or Subsidiary has received notice of, or knows of any basis for, any Environmental Liability or non-compliance with Environmental Laws that could reasonably be expected to have a Material Adverse Effect - No pending or threatened actions, suits, or proceedings against any Loan Party or Subsidiary that could result in a Material Adverse Effect or involve Loan Documents[464](index=464&type=chunk) - No Loan Party or Subsidiary has received notice of, or knows of any basis for, any Environmental Liability or non-compliance with Environmental Laws that could reasonably be expected to result in a Material Adverse Effect[465](index=465&type=chunk) [Compliance with Laws and Agreements; No Default](index=84&type=section&id=SECTION%203%2E07%2ECompliance%20with%20Laws%20and%20Agreements%3B%20No%20Default) Each Loan Party and Subsidiary represents that it is in compliance with all applicable Requirements of Law (including Environmental and Health Care Laws) and all material agreements binding upon it, except where non-compliance would not reasonably be expected to result in a Material Adverse Effect. It also confirms that no Default has occurred and is continuing - Each Loan Party and Subsidiary is in compliance with all applicable Requirements of Law and material agreements, except where failure to comply would not result in a Material Adverse Effect[466](index=466&type=chunk) - No Default has occurred and is continuing[466](index=466&type=chunk) [Investment Company Status](index=84&type=section&id=SECTION%203%2E08%2EInvestment%20Company%20Status) Each Loan Party and Subsidiary represents that it is not an 'investment company' as defined in, or subject to regulation under, the Investment Company Act of 1940 - No Loan Party or Subsidiary is an 'investment company' as defined in, or subject to regulation under, the Investment Company Act of 1940[467](index=467&type=chunk) [Taxes](index=85&type=section&id=SECTION%203%2E09%2ETaxes) Each Loan Party and Subsidiary represents that it has timely filed all required tax returns and paid all Taxes, except for those being contested in good faith with adequate reserves, or where the failure to do so would not reasonably be expected to result in a Material Adverse Effect - Each Loan Party and Subsidiary has timely filed all required Tax returns and reports[468](index=468&type=chunk) - All Taxes have been paid, except those contested in good faith with adequate reserves, or where failure to pay would not result in a Material Adverse Effect[468](index=468&type=chunk) [ERISA](index=85&type=section&id=SECTION%203%2E10%2EERISA) Each Loan Party represents that no ERISA Event has occurred or is reasonably expected to occur that, individually or in aggregate, could result in a Material Adverse Effect. It also states that the present value of accumulated benefit obligations under each Plan does not materially exceed the fair market value of Plan assets - No ERISA Event has occurred or is reasonably expected to occur that could result in a Material Adverse Effect[469](index=469&type=chunk) - The present value of accumulated benefit obligations under each Plan does not materially exceed the fair market value of Plan assets[469](index=469&type=chunk) [Disclosure](index=85&type=section&id=SECTION%203%2E11%2EDisclosure%2E) Loan Parties represent that all furnished information, including the Information Memorandum and public filings, contains no material misstatements of fact or omissions necessary to make statements not misleading. They also affirm that projected financial information was prepared in good faith based on reasonable assumptions - All information furnished by Loan Parties (including public filings and Information Memorandum) contains no material misstatement of fact or omission[470](index=470&type=chunk) - Projected financial information was prepared in good faith based on assumptions believed to be reasonable at the time of delivery[470](index=470&type=chunk) [Reserved]](index=85&type=section&id=SECTION%203%2E12%2E%5BReserved%5D) This section is intentionally reserved, indicating no specific provisions are defined here [Solvency](index=85&type=section&id=SECTION%203%2E13%2ESolvency%2E) Each Loan Party represents that, immediately after the consummation of the transactions and each credit event, its assets will exceed its debts and liabilities, it will be able to pay its debts as they mature, and it will not have unreasonably small capital to conduct its business - Immediately after transactions and each credit event, the fair value of each Loan Party's assets will exceed its debts and liabilities[473](index=473&type=chunk) - Each Loan Party will be able to pay its debts and liabilities as they mature[473](index=473&type=chunk) - No Loan Party will have unreasonably small capital to conduct its business[473](index=473&type=chunk) - No Loan Party intends to incur, or believes it will incur, debts beyond its ability to pay as they mature[475](index=475&type=chunk) [Insurance](index=86&type=section&id=SECTION%203%2E14%2EInsurance) Loan Parties represent that they and their Subsidiaries maintain adequate insurance coverage with financially sound and reputable companies, covering all real and personal property in amounts and against risks customary for similar businesses in similar locations - Loan Parties and Subsidiaries maintain insurance with financially sound and reputable companies[476](index=476&type=chunk) - Insurance covers all real and personal property in customary amounts and against customary risks for similar businesses[476](index=476&type=chunk) [Capitalization and Subsidiaries](index=86&type=section&id=SECTION%203%2E15%2ECapitalization%20and%20Subsidiaries) This section represents the capitalization structure of the Borrower and its Subsidiaries, including a complete list of Subsidiaries, their entity types, and their status as Loan Parties, Material Subsidiaries, or Excluded Subsidiaries. It confirms that all Equity Interests owned by any Loan Party are duly authorized, issued, fully paid, and non-assessable, with no outstanding commitments to issue additional equity - Schedule 3.15 provides a correct and complete list of each Subsidiary's name, relationship to Borrower, entity type, and status (Loan Party, Material Subsidiary, Excluded Subsidiary)[477](index=477&type=chunk) - All issued and outstanding Equity Interests owned by any Loan Party are duly authorized, issued, fully paid, and non-assessable[477](index=477&type=chunk) - There are no outstanding commitments or rights for any Person to acquire additional Equity Interests of any Subsidiary[477](index=477&type=chunk) [Security Interest in Collateral](index=86&type=section&id=SECTION%203%2E16%2ESecurity%20Interest%20in%20Collateral) This section represents that the Loan Documents create legal, valid, perfected, and first-priority Liens on all Collateral in favor of the Administrative Agent for the benefit of the Secured Parties, enforceable against the applicable Loan Party, subject only to certain permitted Liens - Loan Documents create legal and valid Liens on all Collateral in favor of the Administrative Agent for the benefit of Secured Parties[478](index=478&type=chunk) - Such Liens constitute perfected and continuing first-priority Liens, enforceable against the Loan Party, except for Liens permitted by Section 6.02 and Liens perfected only by possession where the Administrative Agent does not maintain possession[478](index=478&type=chunk) [Employment Matters](index=86&type=section&id=SECTION%203%2E17%2EEmployment%20Matters) Loan Parties represent that there are no pending or threatened strikes, lockouts, or slowdowns. They also warrant that employee hours and payments comply with applicable labor laws, except where non-compliance would not reasonably be expected to result in a Material Adverse Effect, and that all due payments for wages and benefits have been paid or accrued - No strikes, lockouts, or slowdowns are pending or threatened against any Loan Party or Subsidiary[479](index=479&type=chunk) - Employee hours and payments comply with the Fair Labor Standards Act and other applicable laws, except where non-compliance would not result in a Material Adverse Effect[479](index=479&type=chunk) - All due payments for wages and employee benefits have been paid or accrued as a liability[479](index=479&type=chunk) [Margin Regulations](index=86&type=section&id=SECTION%203%2E18%2EMargin%20Regulations) Loan Parties represent that they are not engaged in the business of purchasing or carrying Margin Stock, nor will loan proceeds be used for such purposes. They also affirm that, after applying loan proceeds, Margin Stock will not constitute more than 25% of the value of their assets, ensuring compliance with Federal Reserve Board Regulations U and X - No Loan Party is engaged in, or will engage in, the business of purchasing or carrying Margin Stock[480](index=480&type=chunk) - No part of loan proceeds or Letters of Credit will be used to buy or carry Margin Stock[480](index=480&type=chunk) - After applying loan proceeds, Margin Stock will not exceed **25%** of the value of assets (Loan Party only or consolidated)[480](index=480&type=chunk) - The making of any Loan or use of proceeds will not violate Regulations U or X of the Federal Reserve Board[480](index=480&type=chunk) [Use of Proceeds](index=86&type=section&id=SECTION%203%2E19%2EUse%20of%20Proceeds) This section states that the proceeds of the Loans have been and will be used only as set forth in Section 5.08, which details permitted uses such as refinancing existing indebtedness, working capital, and general corporate purposes - Proceeds of Loans have been and will be used as set forth in Section 5.08[481](index=481&type=chunk) [No Burdensome Restrictions](index=87&type=section&id=SECTION%203%2E20%2ENo%20Burdensome%20Restrictions) Loan Parties represent that they are not subject to any Burdensome Restrictions, except for those expressly permitted under Section 6.10 of the agreement - No Loan Party is subject to any Burdensome Restrictions except those permitted under Section 6.10[483](index=483&type=chunk) [Anti-Corruption Laws and Sanctions](index=87&type=section&id=SECTION%203%2E21%2EAnti-Corruption%20Laws%20and%20Sanctions) Each Loan Party represents that it has implemented and maintains policies and procedures to ensure compliance with Anti-Corruption Laws and applicable Sanctions. It also warrants that Loan Parties, their Subsidiaries, officers, directors, employees, and agents are in material compliance and are not Sanctioned Persons, and that no transaction under the agreement will violate these laws - Each Loan Party has implemented and maintains policies and procedures for compliance with Anti-Corruption Laws and applicable Sanctions[484](index=484&type=chunk) - Loan Parties, their Subsidiaries, officers, directors, employees, and agents are in material compliance with Anti-Corruption Laws and applicable Sanctions[484](index=484&type=chunk) - None of the Loan Parties, Subsidiaries, or their directors, officers, or employees, nor to their knowledge, agents, are Sanctioned Persons[484](index=484&type=chunk) - No Borrowing, Letter of Credit, use of proceeds, or transaction will violate Anti-Corruption Laws or applicable Sanctions[484](index=484&type=chunk) [Affected Financial Institutions](index=87&type=section&id=SECTION%203%2E22%2EAffected%20Financial%20Institutions) This section represents that no Loan Party is an 'Affected Financial Institution' as defined in the agreement, which is relevant for certain regulatory provisions - No Loan Party is an Affected Financial Institution[485](index=485&type=chunk) [Plan Assets; Prohibited Transactions](index=87&type=section&id=SECTION%203%2E23%2EPlan%20Assets%3B%20Prohibited%20Transactions) Loan Parties represent that neither they nor their Subsidiaries are entities deemed to hold 'plan assets' under ERISA regulations. They also warrant that the execution, delivery, and performance of the transactions, including loans and Letters of Credit, will not result in a non-exempt prohibited transaction under ERISA or the Code - None of the Loan Parties or their Subsidiaries are entities deemed to hold 'plan assets' (within the meaning of Plan Asset Regulations)[486](index=486&type=chunk) - The transactions will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code[486](index=486&type=chunk) [Outbound Investment Rules](index=87&type=section&id=SECTION%203%2E24%2EOutbound%20Investment%20Rules) Loan Parties represent that neither they nor their Subsidiaries are 'covered foreign persons' and will not engage in 'covered activities' or 'covered transactions' as defined by the Outbound Investment Rules, or any activity that would cause the Administrative Agent or Lenders to violate these rules - No Loan Party or Subsidiary is a 'covered foreign person' under the Outbound Investment Rules[487](index=487&type=chunk) - No Loan Party or Subsidiary will engage in 'covered activities' or 'covered transactions' as defined by the Outbound Investment Rules, or any activity that would cause the Administrative Agent or Lenders to violate these rules[487](index=487&type=chunk) [Health Care Matters](index=87&type=section&id=SECTION%203%2E25%2EHealth%20Care%20Matters%2E) Loan Parties represent material compliance with all applicable Health Care Laws, possession of necessary Permits, and accuracy of filings with the FDA and other Governmental Authorities. They also warrant the absence of material untrue statements or undisclosed facts to regulators, no material Safety Notices or unresolved complaints regarding Products, and no involvement in prohibited transactions or exclusions from healthcare programs, except where failure would not result in a Material Adverse Effect - Borrower and Subsidiaries are in compliance with all applicable Health Care Laws and possess all necessary Permits for their operations and Products, except where failure would not result in a Material Adverse Effect[488](index=488&type=chunk) - All reports and documents furnished to the FDA or other Governmental Authorities under Health Care Laws were complete and correct, except where failure would not result in a Material Adverse Effect[489](index=489&type=chunk) - No untrue or fraudulent statements have been made to the FDA or other Governmental Authorities, nor have material facts been undisclosed, related to Products, except where failure would not result in a Material Adverse Effect[490](index=490&type=chunk) - No Loan Party or Subsidiary has initiated Safety Notices or received unresolved written complaints regarding Products that would result in a Material Adverse Effect[492](index=492&type=chunk) - No Loan Party or Subsidiary, nor to their knowledge, employees or agents, has been debarred, excluded, or convicted of felony crimes involving Health Care Laws, except where failure would not result in a Material Adverse Effect[496](index=496&type=chunk) - Borrower and Subsidiaries have developed and implemented appropriate safeguards to comply with applicable Privacy and Security Laws, including HIPAA, except where failure would not result in a Material Adverse Effect[497](index=497&type=chunk) [Conditions](index=90&type=section&id=ARTICLE%20IV) This article specifies the prerequisites that must be satisfied for the Credit Agreement to become effective and for each subsequent credit event, ensuring all legal and financial requirements are met [Effective Date](index=90&type=section&id=SECTION%204%2E01%2EEffective%20Date) This section lists the conditions precedent for the Credit Agreement to become effective, including the execution and delivery of all Loan Documents, provision of audited financial statements and projections, closing certificates, payment of all fees and expenses, satisfactory lien and IP searches, pay-off and release letters for existing indebtedness, designation of a funding account, a solvency certificate, pledged equity interests, proper filings, insurance evidence, and compliance with 'know your customer' rules and the USA PATRIOT Act - All Loan Documents must be executed and delivered, along with legal opinions, certificates, and promissory notes[504](index=504&type=chunk) - Audited consolidated financial statements for **2023** and **2024**, unaudited interim statements, and satisfactory Projections through **2029** must be received[505](index=505&type=chunk) - Closing certificates, including resolutions, officer signatures, and organizational documents, along with good standing certificates, are required[506](index=506&type=chunk) - A certificate from the Borrower's Financial Officer must confirm no Default and true/correct representations and warranties[508](index=508&type=chunk) - All required fees and expenses must be paid on or before the Effective Date[509](index=509&type=chunk) - Satisfactory lien and IP searches must reveal no unpermitted Liens[510](index=510&type=chunk) - Pay-off and release letters for all existing indebtedness must be received, confirming termination of Liens and Guarantees[511](index=511&type=chunk) - A solvency certificate signed by a Financial Officer must be provided[513](index=513&type=chunk) - Pledged Equity Interests, stock powers, and pledged notes must be received[514](index=514&type=chunk) - All required filings, registrations, and recordings to perfect Liens must be in proper form[516](index=516&type=chunk) - Evidence of insurance coverage, satisfactory in form, scope, and substance, must be received[517](index=517&type=chunk) - Documentation and information for 'know your customer' and USA PATRIOT Act compliance must be received at least **five days** prior to the Effective Date[518](index=518&type=chunk) [Each Credit Event](index=92&type=section&id=SECTION%204%2E02%2EEach%20Credit%20Event%2E) This section specifies that each Borrowing or issuance/amendment/extension of a Letter of Credit is conditional upon the representations and warranties of the Loan Parties remaining true and correct in all material respects, and no Default or Event of Default having occurred and continuing at that time - Representations and warranties in Loan Documents must be true and correct in all material respects at the time of each Borrowing or Letter of Credit event[521](index=521&type=chunk) - No Default or Event of Default shall have occurred and be continuing at the time of each Borrowing or Letter of Credit event[523](index=523&type=chunk) [Affirmative Covenants](index=93&type=section&id=ARTICLE%20V) This article outlines the ongoing obligations of the Loan Parties, including providing financial information, maintaining legal existence, paying liabilities, and complying with laws and insurance requirements [Financial Statements and Other Information](index=93&type=section&id=SECTION%205%2E01%2EFinancial%20Statements%20and%20Other%20Information) The Borrower covenants to regularly furnish the Administrative Agent and Lenders with comprehensive financial information, including audited annual financial statements (within 90 days), unaudited quarterly financial statements (within 45 days), Compliance Certificates, annual Projections, and other requested operational and compliance information, including ERISA documents and public filings - Audited consolidated financial statements (balance sheet, income, equity, cash flows) for each fiscal year must be furnished within **90 days** (or SEC 10-K filing date), commencing with fiscal year ending December 31, 2025[526](index=526&type=chunk) - Unaudited interim consolidated financial statements for the first three fiscal quarters must be furnished within **45 days** (or SEC 10-Q filing date), commencing with fiscal quarter ended June 30, 2025[527](index=527&type=chunk) - A Compliance Certificate must be delivered within **two Business Days** of financial statements, certifying fair presentation, Default status, compliance with Section 6.12, and any GAAP changes[527](index=527&type=chunk) - Annual Projections (consolidated balance sheet, income statement, cash flow) for the upcoming fiscal year must be furnished within **60 days** after the end of each fiscal year[527](index=527&type=chunk) - Promptly furnish other information regarding operations, ownership changes, financial condition, compliance, and 'know your customer' documentation upon request[527](index=527&type=chunk) - Promptly furnish copies of ERISA documents (Section 101(k)(1) and 101(l)(1)) and public SEC filings[527](index=527&type=chunk) [Notices of Material Events](index=95&type=section&id=SECTION%205%2E02%2ENotices%20of%20Material%20Events) The Borrower covenants to provide prompt written notice (within five Business Days, or shorter as specified) to the Administrative Agent and Lenders of various material events, including Defaults, significant investigations or proceedings, material changes in accounting practices, ERISA Events, developments causing a Material Adverse Effect, Health Care Law violations, data breaches, and corporate integrity agreements - Written notice within **five Business Days** (or shorter) is required for: Defaults, material investigations/proceedings (e.g., seeking damages > **$10,000,000**, injunctive relief with Material Adverse Effect, criminal misconduct, Environmental Law violations, tax liability > **$10,000,000**, Product recalls with Material Adverse Effect)[530](index=530&type=chunk) - Notice is required for material changes in accounting practices, ERISA Events with Material Adverse Effect, and any other development resulting in a Material Adverse Effect[530](index=530&type=chunk) - Notice is required for written notices from Governmental Authorities regarding Health Care Law violations, suspension/revocation of Permits, data breaches/security incidents with Material Adverse Effect, and corporate integrity agreements[530](index=530&type=chunk)[531](index=531&type=chunk) [Existence; Conduct of Business](index=96&type=section&id=SECTION%205%2E03%2EExistence%3B%20Conduct%20of%20Business) Each Loan Party covenants to maintain its legal existence, rights, qualifications, licenses, and permits essential to its business. It also agrees to conduct its business in substantially the same manner and fields of enterprise as currently, subject to permitted mergers, consolidations, liquidations, or dissolutions - Each Loan Party and Subsidiary must preserve its legal existence and material rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations, and intellectual property rights[533](index=533&type=chunk) - Business must be carried on in substantially the same manner and fields of enterprise as currently conducted, subject to permitted fundamental changes[533](index=533&type=chunk) [Payment of Obligations](index=96&type=section&id=SECTION%205%2E04%2EPayment%20of%20Obligations) Each Loan Party covenants to timely pay all Material Indebtedness and other material liabilities, including Taxes, before they become delinquent or default. Exceptions apply if the validity or amount is contested in good faith with adequate reserves, and failure to pay would not result in a Material Adverse Effect, though withholding and payroll taxes must always be remitted - Each Loan Party and Subsidiary must pay all Material Indebtedness and other material liabilities, including Taxes, before delinquency or default[534](index=534&type=chunk) - Exceptions apply if obligations are contested in good faith with adequate reserves and failure to pay would not result in a Material Adverse Effect[534](index=534&type=chunk) - Withholding and payroll taxes must be remitted to Governmental Authorities as due, notwithstanding other exceptions[534](index=534&type=chunk) [Maintenance of Properties](index=96&type=section&id=SECTION%205%2E05%2EMaintenance%20of%20Properties) Each Loan Party covenants to maintain all property material to its business in good working order and condition, allowing for ordinary wear and tear - Each Loan Party and Subsidiary must keep all property material to its business in good working order and condition, ordinary wear and tear excepted[535](index=535&type=chunk) [Books and Records; Inspection Rights](index=96&type=section&id=SECTION%205%2E06%2EBooks%20and%20Records%3B%20Inspection%20Rights) Each Loan Party covenants to maintain proper books and records and to permit the Administrative Agent and Lenders (upon reasonable notice) to inspect properties, examine records, and discuss affairs with officers and independent accountants. These rights are subject to limitations regarding frequency (once per year absent default) and protection of non-financial trade secrets, privileged information, or legally/contractually prohibited disclosures - Each Loan Party and Subsidiary must keep proper books of record and account with full, true, and correct entries[536](index=536&type=chunk) - Administrative Agent and Lenders may inspect properties, conduct field examinations, and discuss affairs with officers and accountants upon reasonable prior notice[536](index=536&type=chunk) - Absent an Event of Default, inspections are limited to **once per calendar year**, with the Borrower reimbursing costs for one such inspection[536](index=536&type=chunk) - Disclosure is not required for non-financial trade secrets, proprietary/confidential information, legally/contractually prohibited information, or privileged information[536](index=536&type=chunk) [Compliance with Laws and Material Contractual Obligations](index=97&type=section&id=SECTION%205%2E07%2ECompliance%20with%20Laws%20and%20Material%20Contractual%20Obligations) Each Loan Party covenants to comply with all applicable Requirements of Law (including Environmental and Health Care Laws) and material agreements. They also commit to maintaining and enforcing policies and procedures designed to ensure compliance with Anti-Corruption Laws and applicable Sanctions - Each Loan Party and Subsidiary must comply with all applicable Requirements of Law (including Environmental Laws and Health Care Laws) and material agreements[538](index=538&type=chunk) - Policies and procedures must be maintained and enforced to ensure compliance with Anti-Corruption Laws and applicable Sanctions[538](index=538&type=chunk) [Use of Proceeds](index=97&type=section&id=SECTION%205%2E08%2EUse%20of%20Proceeds%2E) The Borrower covenants that the proceeds of Loans and Letters of Credit will be used exclusively for (i) refinancing existing indebtedness and (ii) working capital and general corporate purposes, including Permitted Acquisitions and Restricted Payments. It explicitly prohibits using proceeds in violation of Federal Reserve Board regulations, Anti-Corruption Laws, or Sanctions - Proceeds of Loans and Letters of Credit will be used to refinance certain existing Indebtedness[539](index=539&type=chunk) - Proceeds wi

Core Insights - ADMA Biologics reported a total revenue of $122.0 million for Q2 2025, reflecting a 14% year-over-year increase, and a 29% increase when excluding a prior-year non-recurring item [1][7] - The company achieved a GAAP net income of $34.2 million, a 7% increase year-over-year, and an adjusted net income of $36.0 million, representing an 85% increase when excluding the prior-year non-recurring item [1][9] - Adjusted EBITDA rose to $50.8 million, marking a 59% year-over-year increase after adjusting for the prior-year Medicaid rebate accrual benefit [1][10] - ADMA initiated commercial-scale manufacturing with an FDA-approved yield enhancement process, resulting in a 20%+ increase in finished immunoglobulin (IG) output [1][2] - The company secured a $300 million syndicated debt refinancing led by J.P. Morgan, which significantly lowers borrowing costs and enhances strategic optionality [1][3] - ADMA expanded its production operations by acquiring a new facility in Boca Raton, which could increase cGMP manufacturing space by up to 30% at peak [1][6] - The company reaffirmed its financial guidance for FY 2025 and 2026, projecting total revenue to exceed $500 million and $625 million, respectively [4][6] Financial Performance - Total revenue for Q2 2025 was $122.0 million, up from $107.2 million in Q2 2024, driven by the adoption of ASCENIV [7] - Gross profit increased to $67.2 million, with gross margin improving to 55.1% from 53.6% in the prior year [8] - The company reported a net income of $34.2 million compared to $32.1 million in Q2 2024, primarily due to higher operating income and lower interest expenses [9] - Adjusted EBITDA for the quarter was $50.8 million, up from $44.5 million in the same period of 2024 [10] Strategic Developments - The FDA-approved yield enhancement process is expected to drive gross margin expansion and support revenue growth [2][4] - ASCENIV utilization reached new highs, indicating strong demand and positioning the company to meet or exceed financial projections [3] - The acquisition of a new facility is expected to enhance operational efficiencies and support future capacity expansion [6][12] - ADMA repurchased approximately $15 million of common stock during Q2 2025, reflecting confidence in the company's long-term value creation potential [3][6]

Core Viewpoint - ADMA Biologics, Inc. will report its second quarter 2025 financial results on August 6, 2025, and will host a conference call to discuss these results and other company updates [1]. Company Overview - ADMA Biologics is a U.S.-based biopharmaceutical company focused on manufacturing, marketing, and developing specialty biologics for immunodeficient patients and those at risk for infectious diseases [3]. - The company currently offers three FDA-approved plasma-derived biologics: ASCENIV™ for primary humoral immunodeficiency, BIVIGAM for primary humoral immunodeficiency, and NABI-HB for enhanced immunity against hepatitis B [3]. - ADMA is also developing SG-001, a pre-clinical hyperimmune globulin targeting S. pneumonia [3]. - The company operates an FDA-licensed plasma fractionation and purification facility in Boca Raton, Florida, and has a subsidiary, ADMA BioCenters, which collects source plasma for its products [3]. - ADMA holds numerous U.S. and foreign patents related to its products and candidates [3].

Group 1 - Adma Biologics (ADMA) closed at $18.26, reflecting a +1.44% change from the previous day, outperforming the S&P 500's loss of 0.3% [1] - Over the past month, ADMA shares have decreased by 1.15%, underperforming the Medical sector's gain of 0.76% and the S&P 500's gain of 3.64% [1] Group 2 - The upcoming financial results for Adma Biologics are anticipated to show an EPS of $0.14, representing a 7.69% increase from the same quarter last year, with quarterly revenue expected to be $121.1 million, up 12.98% year-over-year [2] - Full-year Zacks Consensus Estimates predict earnings of $0.61 per share and revenue of $505.8 million, indicating year-over-year changes of +24.49% and +18.61%, respectively [3] Group 3 - Recent modifications to analyst estimates for Adma Biologics reflect short-term business trends, with positive revisions indicating analyst optimism about the company's profitability [4] - The Zacks Rank system, which integrates estimate changes, currently ranks Adma Biologics at 4 (Sell), with the consensus EPS estimate remaining unchanged over the past month [5][6] Group 4 - Adma Biologics has a Forward P/E ratio of 29.51, which is higher than the industry average of 20.15, suggesting that the company is trading at a premium [7] - The Medical - Biomedical and Genetics industry, part of the Medical sector, holds a Zacks Industry Rank of 92, placing it in the top 38% of over 250 industries [7][8]

Group 1 - Adma Biologics' stock closed at $18.34, reflecting a +2.98% change from the previous day's closing price, outperforming the S&P 500's daily gain of 0.61% [1] - The company has experienced a 14.62% decline in stock price over the past month, while the Medical sector saw a slight loss of 0.67% [1] Group 2 - The upcoming financial results for Adma Biologics are anticipated to show an EPS of $0.14, representing a 7.69% increase from the same quarter last year, with revenue expected to reach $121.1 million, a 12.98% rise year-over-year [2] - For the full year, analysts project earnings of $0.61 per share and revenue of $505.8 million, indicating increases of +24.49% and +18.61% respectively compared to the previous year [3] Group 3 - Recent changes to analyst estimates for Adma Biologics are seen as reflective of short-term business dynamics, with positive revisions indicating a favorable business outlook [3] - The Zacks Rank system, which evaluates estimate changes, currently ranks Adma Biologics at 4 (Sell), with the consensus EPS estimate having decreased by 8.27% in the past month [5] Group 4 - Adma Biologics is trading at a Forward P/E ratio of 29.2, which is a premium compared to the industry average Forward P/E of 19.46 [6] - The Medical - Biomedical and Genetics industry, to which Adma Biologics belongs, holds a Zacks Industry Rank of 75, placing it in the top 31% of over 250 industries [6]

Company Performance - Adma Biologics closed at $18.16, reflecting a -1.3% change from the previous day, underperforming the S&P 500's gain of 0.52% [1] - The stock has decreased by 6.93% over the past month, while the Medical sector gained 3.5% and the S&P 500 increased by 5.95% [1] Upcoming Earnings - Adma Biologics is projected to report earnings of $0.14 per share, indicating a year-over-year growth of 7.69% [2] - The Zacks Consensus Estimate for revenue is $121.1 million, representing a 12.98% increase from the previous year [2] Fiscal Year Estimates - For the entire fiscal year, earnings are estimated at $0.61 per share and revenue at $505.8 million, showing increases of +24.49% and +18.61% respectively from the prior year [3] - Recent changes in analyst estimates reflect shifting business dynamics, with positive adjustments indicating optimism regarding business and profitability [3] Valuation Metrics - Adma Biologics has a Forward P/E ratio of 30.16, compared to the industry average of 19.05, suggesting it is trading at a premium [6] - The Medical - Biomedical and Genetics industry ranks in the top 34% of all industries, with a current Zacks Industry Rank of 83 [6] Zacks Rank System - The Zacks Rank system, which ranges from 1 (Strong Buy) to 5 (Strong Sell), has a strong track record, with 1 rated stocks delivering an average annual return of +25% since 1988 [5] - Adma Biologics currently holds a Zacks Rank of 3 (Hold), with a recent 8.27% decrease in the Consensus EPS estimate over the last 30 days [5]

Company Overview - ADMA Biologics specializes in plasma-derived biologics aimed at treating immune deficiencies and preventing certain infectious diseases [1] - The company's flagship product, Asceniv, is an intravenous immune globulin that contains naturally occurring polyclonal antibodies, indicated for treating primary immunodeficiency disease in adults and adolescents [1] Financial Performance - In the first quarter, ADMA reported revenues of $114.8 million, primarily driven by record sales of Asceniv [2][8] - The recent FDA approval of a yield enhancement production process is expected to increase finished immunoglobulin output by 20%, supporting revenue growth and margin expansion [2] - ADMA projects revenues exceeding $500 million in 2025 and $625 million in 2026 [2] Market Dynamics - An increase in new patient starts and deeper market penetration is anticipated to significantly boost Asceniv's sales [3] - ADMA's intellectual property portfolio, which includes proprietary plasma screening assays and unique plasma pooling methods, provides brand protection until at least 2035, with potential extensions beyond that [3] Competitive Landscape - ADMA competes with major players in the plasma therapy market, including Grifols and Takeda [4] - Grifols is a leading global producer of plasma derivatives, with a strong presence in various segments, including immunoglobulins and albumin [5] - Takeda offers a broad immunoglobulin portfolio and is developing next-generation IG products to diversify its offerings [6] Valuation and Estimates - ADMA's shares have increased by 7.3% year-to-date, contrasting with a 2.6% decline in the industry [7] - The company currently trades at a price/sales ratio of 7.68x, significantly higher than its historical mean of 3.33x and the industry's average of 1.64x, indicating a potentially expensive valuation [10] - Recent earnings per share estimates for 2025 and 2026 have been revised downward, reflecting increased competition in the plasma therapy market [12]

Core Insights - ADMA Biologics and Takeda are prominent players in the plasma-derived immunoglobulin sector, with ADMA focusing on treatments for immune deficiencies and Takeda having a diversified portfolio across various therapeutic areas [1][8]. ADMA Biologics - ADMA markets three FDA-approved plasma-derived products: Bivigam, Asceniv, and Nabi-HB, targeting immune deficiencies and infectious diseases [3][10]. - Asceniv, ADMA's lead product, is a plasma-derived IVIG that contains polyclonal antibodies, crucial for neutralizing microbes [4][5]. - Record demand for Asceniv was noted in Q1, with expectations for revenue growth through 2025 and plans for a pediatric label expansion filing by mid-2025 [6][10]. - ADMA anticipates proof-of-concept data for its pipeline program SG-001 by the end of 2025, with potential annual revenues of $300-500 million [7]. Takeda - Takeda's plasma-derived therapies (PDT) business unit has shown 9% growth in 2024, supported by a broad immunoglobulin portfolio including Hyqvia, Cuvitru, and Gammagard [8][10]. - Hyqvia is notable for being the only subcutaneous IG treatment for primary immunodeficiencies, requiring fewer infusions [11]. - Takeda is actively developing next-generation immunoglobulin products and has partnered with other companies to enhance its pipeline [13][14]. Financial Estimates and Performance - The Zacks Consensus Estimate for ADMA's 2025 sales indicates an 18.61% year-over-year increase, while EPS estimates have shown mixed movements [15]. - In contrast, Takeda's 2025 sales estimates suggest a 2.80% decrease, with EPS showing a 6.21% improvement [16]. - Year-to-date, Takeda's stock has outperformed ADMA, with gains of 13.91% compared to ADMA's 4.1% [18]. - Valuation metrics indicate ADMA is trading at 21.79X forward earnings, significantly higher than Takeda's 9.03X [18]. Investment Considerations - Takeda is recognized for its stability and broad portfolio, making it a safer investment choice, while ADMA's growth potential is tied to the expansion of Asceniv [21][22]. - Despite Takeda's current ranking as a "Sell," ADMA's revenue potential from Asceniv positions it as a more attractive investment opportunity at present [22][23].