Innventure, Inc.

Good day and thank you for standing by. Welcome to the InVenture third quarter 2025 earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today,

lucas harper please go ahead sir thank you operator and thank you all for joining us for inventors third quarter 2025 earnings call my name is lucas harper inventors chief investment officer and joining me from the company are bill haskell chief executive officer and dave yablonowski chief financial officer earlier today we issued a press release announcing our financial results which is available on our investor regulations website along with a supplemental slide presentation As referenced on slide five, we will be discussing non-GAAP financial measures during this call. The most directly comparable GAAP financial measures and a reconciliation of the differences between the GAAP and non-GAAP financial measures are available in our earnings release and supplemental slide presentation on our website. In addition, certain statements being made today are forward-looking statements that are based on management's current assumptions, beliefs, and expectations concerning future events impacting the company. These forward-looking statements involve a number of uncertainties and risks, including but not limited to those described in our earnings release form 10Q for the period ended September 30, 2025, and other filings with the SEC. The actual results of operations and financial condition of the company could differ materially from those expressed or implied in our forward-looking statements. And now, I'd like to turn the call over to Bill Haskell. Bill?

Thanks, Lucas, and thanks to everyone joining us today. I want to start by revisiting the momentum we discussed on our last earnings call, where we highlighted Excelsior's rapid progress in the data center liquid cooling market and the early traction with hyperscalers, OEMs, and collocation providers. I'm pleased to report that this momentum has not only continued, but has accelerated in Q3. Our opportunity pipeline for Excelsius grew an impressive 79% quarter over quarter, now exceeding $1 billion. This opportunity is hard to overstate and is a testament to Excelsis' cutting-edge technology and market leading position within two-phase direct-to-chip liquid cooling. This rapid growth is not just volume. Over 75% of the pipeline now represents production opportunities for 2026, marking a clear shift from proof of concept to large-scale deployments. During the second quarter, Josh spoke to the incredible momentum Excelsis is seeing in bookings, which has continued. Q3 order bookings surpassed all previous quarters combined, and we expect our growth trend to continue into Q4 and beyond. This validates the inflection point in commercial bookings we anticipated last quarter. Excelsis also remains at the forefront of technology innovations. At the OCP Global Summit in early October, the company debuted the MR250 solution, which is a purpose built to deliver 250 kilowatts of liquid cooling capacity. This is the company's first in a series of multi-rack solutions for production-scale deployments. Our expectation is that the company will announce its third advanced cooling product within the next quarter, ensuring its product suite keeps up with the rapidly evolving needs of data center operators. Excelsior has also expanded its manufacturing footprint with a dedicated facility in Austin. Additionally, Excelsior has installed demonstration sites across the Bay Area, Miami, Virginia, and London, providing opportunities for customers to witness the technology firsthand. These investments are enabling us to scale efficiently and meet growing demand. All these achievements build directly on the foundation we discussed in Q2, where we saw early proof-of-concept engagements and the start of production orders. Today, the shift to production is real, and the market's adoption of two-phase direct-to-chip cooling is accelerating. We remain selective in our deployments, ensuring each engagement has a multiplier effect and positions Excelsior for significant follow-on opportunities. Excelsius continues to make measurable operational progress, and our confidence in its ability to create long-term value has never been greater. That confidence is underscored by Johnson Control's $25 million strategic investment in Excelsius announced in early October. This commitment from a global leader validates the progress Excelsius has made and the strength of its trajectory, further reinforcing our position and expanding our resources. We believe this investment signals confidence, not only in the technology, but in our ability to lead the next generation of data center cooling solutions. Now shifting to Aeroflex, which continues to deliver strong performance and innovation in sustainable packaging solutions. The third quarter marked the company's fifth consecutive quarter of revenue recognition, now spanning across pet, baby, industrial, personal care, and household market categories. This diversification highlights the strength of our growing customer pipeline in both the U.S. and the EU. An example of Aeroflex's expanding partner network is our recent announcement in the baby care category with Elio Brands to launch the Boogie Bubbling Vapor Bath product. This collaboration demonstrates our ability to expand into new segments and meet evolving consumer needs. Operationally, Aeroflex continues to set the highest standards for quality and compliance. For the fifth consecutive year, our Westchester manufacturing site achieved a perfect rating in its BRC audit under the BRCGS global standard. This certification is widely recognized as the benchmark for safety and quality in packaging and distribution. It reflects our robust systems and processes to ensure product safety, traceability, and regulatory compliance, critical for food grade packaging and trusted by manufacturers, retailers, and brand owners worldwide. Aeroflex's commitment to excellence is further validated by recent industry recognition. In Q3, the company received two prestigious awards, the Cosmopet Best Packaging Award and the Gold Winner of the German Packaging Award. These accolades underscore Aeroflex's leadership in delivering innovative, sustainable, and high-quality packaging solutions. Looking ahead, Aeroflex is well-positioned to capitalize on the growing demand for sustainable packaging supported by a strong pipeline, industry validation, and continued operational excellence. That reflects its progress and exemplifies InVenture's strategy of building market-changing companies that deliver tangible value for shareholders. Now moving to our newest operating company, Raffinity, which continues to make significant progress toward commercializing its breakthrough technology. Raffinity started the year with three strategic priorities for 2025, and we are proud to say it is successfully executing its roadmap. In collaboration with VTT, Refinity has successfully demonstrated fluidized bed conversion of real plastic waste to hydrocarbon liquid and gas products at both bench and pilot scale. This achievement validates the core process and sets the stage for commercial deployments. Building on this technical foundation, Raffinity is progressing through engineering design for its first commercial demonstration and full-scale plant, working closely with leading engineering and equipment provider partners. These efforts reflect the company's commitment to rapid and responsible scale-up. Raffinity has also refined its commercialization strategy the company is planning a mid-scale demonstration, approximately 2.5 kilotons or 5 million pounds per year at a partner location in 2026. This will be followed by larger commercial demonstrations at around 10 kilotons per year and ultimately full commercial scale deployments reaching approximately 150 kilotons per year. While still early in the company's life, we are proud of its recent progress and look forward to the future. Taken together, these operating company updates illustrate how InVenture's model is driving tangible value creation for our shareholders. So before passing the call to Dave, I'd like to take a moment to provide additional context on InVenture's value creation model. Since InVenture's inception about 10 years ago, we've deployed approximately $160 million into our family of operating companies from InVenture's own balance sheet. That capital has produced net assets for InVenture shareholders with an estimated value of $860 million, with approximately $460 million distributed in pure cycle shares alone. We expect the model to continue to increase asset value as demonstrated by the growth of Excelsius. The model is working exactly as designed. We've built a disciplined, data-driven model that pairs transformative technologies with proven operators, institutional processes, and capital discipline. Each success builds confidence, not just in a single company, but in the InVenture platform itself, a platform designed to turn technological breakthroughs into significant value for our shareholders. Now, I recognize our share price doesn't currently reflect the underlying values we've created, but the facts are clear. Our disciplined approach, our focus on launching companies with billion-dollar potential, and our ability to scale market-changing businesses are producing tangible results. Excelsior is a prime example. Its momentum and operational progress are real, and it's just one of several companies in the InVenture family demonstrating the power of our model. We believe InVenture shares are undervalued compared to the strength of our underlying assets. Our commitment to shareholders has always been a priority, as demonstrated by the PCT distribution I just spoke about. We make every decision with an eye toward creating real and measurable value for the people who put their trust in capital behind us. InVenture has a proven history of delivering value for investors, and we continue to execute our strategy, expand our pipeline, and scale our operating companies we intend to build on that track record. With that, I'll turn the call over to Dave.

Thanks, Bill, and good afternoon, everyone. For the third quarter, InVenture reported revenue of $0.5 million, resulting from proof-of-concept sales at Ascelsius. While early-stage revenue growth has taken longer than expected, we continue to see momentum building in our operating companies, particularly at Ascelsius, as evident in Bill's remarks. Total G&A expenses for the quarter were $16.9 million, an improvement from $18.6 million in the second quarter and $19.7 million in the first quarter. We continue to scale our teams to support our growth while at the same time finding ways to operate more efficiently at a lower cost. Our net loss for the quarter was $34.7 million. Adjusted EBITDA for the quarter was a loss of $17.5 million. Turning to the balance sheet, we ended the quarter with $14.1 million in cash, up $3 million from the $11.1 million where we began the year. We continued to actively manage our capital structure. We issued $10 million of new convertible debentures in September and another $5 million in November. We also closed a $9.8 million pipe in October, issuing 1.6 million shares of common stock and 1.6 million Series A warrants. These actions provide us with additional flexibility to fund operations and support our growth initiatives. Finally, as Bill highlighted, Ascelsius secured a $25 million strategic investment from Johnson Controls, providing significant growth capital as we execute on the company's strategic plan. We remain focused on prudent capital allocation and maintaining the flexibility to support our operating companies as they scale. Through our recent financings and our rigorous approach to expense management, we are well positioned to successfully execute our growth strategy and create long-term value for our shareholders. With that, I'll turn the call back to the operator for Q&A.

Thank you. As a reminder, to ask a question, please press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. One moment for our first question. Our first question will come from the line of Chip Moore with Ross Capital Partners. Your line is open. Please go ahead.

Good evening. Thanks for taking the question. Hey, everybody. I wanted to start with Excelsior's, you know, that opportunity pipeline, pretty impressive at over a billion. Maybe just help us think about how we should think about that. Is this potential deployments, you know, where you're actively being evaluated? versus some other technologies, and then that growth you saw in the quarter, is this representative of a larger hyperscaler-type customer, or is it more spread out?

It's significantly spread out, and thanks for the question, Chip. So there are literally several hundred leads within that billion-dollar pipeline. And even with a, I would call it a factored down pipeline, it's still in excess of 100, you know, that kind of represent opportunities that we would anticipate will turn into revenue. At this stage, there is no one dominant customer that will dominate that pipeline. Again, it's several hundred that make up the aggregate of growth of a billion. And that continues to grow. That pipeline continues to grow very aggressively as we get out into the marketplace. I think it was that we talked before, you know, you can certainly get significant large, you know, nine-figure orders from hyperscalers and certainly that. is prospectively true, but our pipeline is much more granular and made up of literally hundreds of smaller opportunities, but many in the seven, eight-figure range in terms of economic value.

Thanks, Phil. That's helpful. And maybe a follow-up, I think you called out, I think it was 80% or so of that representing potential production opportunities for next year. Just help us think about, you know, what that could translate, win rates, those types of things. And then I know you've been, you know, working on some proof of concepts, just how those are going and any insight on potential timing for some of those.

Yeah, sure. So, the proven concepts, as you know, kind of dominated the pipeline, you know, a couple of quarters ago. I think as we reported, the pipeline now is made up of about 75%, and I would call that by dollar volume, 75% in terms of production orders. And so, the vast majority of those are follow-ons from earlier POCs, which, to kind of translate to people like the PLCs, they seem to be working well as people are starting to contemplate larger orders. So we've submitted many, many, many proposals as follow-ons. And again, these are significantly larger in scope, each one, as compared to what we've gone around before. And I would just kind of frame it this way, you know, we haven't, adjusted our forecast from last quarter. We still believe that what we're projecting in bookings for this year and revenue for next year are unchanged. We feel quite confident, and I think our confidence goes every day, that we will meet or exceed those targets. So, we're not sharing those, of course, forward looking, but there's robust growth projected, and we feel very confident that we'll hit that.

Good to hear. No, that's helpful. And, you know, maybe if I could sneak one last one in on Excelsior as well, just obviously post-quarter, right, you've secured the JCI partnership and investment. Just, you know, how has that been received? Is that helping to move the needle with customers and any other details you can share? Thanks.

Yeah, sure. So, I would say this. Certainly, the industry has noticed based upon a lot of inflow of activity. So, there's no question that people have stood up and taken notice of that. And, you know, as it was indicated, this is a strategic investment. It's not really driven by, you know, a fund within JCI. It's more a corporate investment. So it's viewed as strategic through their eyes. That was, you know, their descriptor of the investment. So what you could take from that is that we would anticipate, you know, some commercial activity and some, you know, commercial rollouts in conjunction with JCI and other partners, you know, over the course of the next few quarters.

Thanks very much. I'll hop back in queue. Appreciate it. Thank you.

Thank you. One moment for our next question. Our next question comes from the line of Ashish Shah with Sidoti & Co. Your line is open. Please go ahead.

Congratulations on the quarter. And I wanted to continue with the previous question and ask, like, what are the investments of supply chain bills that will be required for a Celsius to support the large-scale development starting in 2026?

Yeah, so I know you've seen from Four Weave and others before having challenges with their supply chain. We were very thoughtful from day one, and one of Josh's very first hires was his head of supply chain. And so we thoughtfully designed the system so that we could use primarily North American suppliers for all components, and most all of those components are dual sourced. So to date, we don't anticipate any supply chain challenges. We also are partnering with contract manufacturers to augment our manufacturing capacity. So while we can manufacture some meaningful volumes internally, some of our manufacturing will come from other large partners that service the industry already and that are well known.

Right. And with the pipeline now exceeding a billion dollars, Can you quantify how much of that pipeline is in the late stage negotiations, and how much of the conversion rate can we expect over the next 12 to 18 months? I know you will not, you don't give numbers like that, but like any color on that will be really helpful.

I would just say this. You know, the pipeline metrics are very well calibrated. We have a system that we use that takes things from very initial leads all the way through to kind of high condition orders. I'm not going to share the metrics of how much has made it to high condition or high probability, but I would say that things are moving nicely through the funnel, if you want to think about it in those terms. you know, the leads come in and then they're qualified and then we find out whether people have the funds to support them and the need and so forth. But things are moving nicely. And what's really interesting is that nothing seems to fall out of the pipeline, meaning, you know, customers express an interest and maybe their timing changes or their order quantities and volumes change. But ultimately, I think people that see two-phase as the future are, you know, seriously engaged with us. And so, you know, I think some meaningful fraction will translate into revenue, but I'm not providing any guidance on what those percentages could look like.

I understand. And so, are there any integration milestones that need to be completed before the transition? You transition these pipeline orders into form orders or any technical regulatory milestones that we should look forward to?

No, not really. I mean, ultimately, we've, again, already delivered products. We've been through the various certifications. The various customers are testing these and have been doing so over the last, you know, couple of three quarters, and which gives them the confidence to move forward. And we are in a position where we can manufacture. We have, you know, certain amounts in inventory already, and we have the ability to continue to manufacture really without any any either technical or regulatory hurdles. So, you know, I think we're well positioned to be able to deliver as the customers need it. I will comment that, you know, in this industry, particularly when you get to production scale orders, you know, the gestation time between, you know, placing an order and taking delivery, you know, can be a couple of quarters. These are very sophisticated, large installations for these various data centers that people are looking to populate. And so, it's a, you know, a well-run kind of orchestrated dance to get all the equipment to arrive at the right place at the right time for the right components. But, you know, we have good visibility now into the expected timing of not only orders, but of delivery of those orders that will ultimately result in running.

All right. Thank you. Thank you.

Thank you, and one moment for our next question. Our next question comes from the line of Steven Brenner with Northland Capital Markets. Your line is open. Please go ahead.

Yeah, just one for me today. Is it possible to deduce the bookings strength from your balance sheet?

You can't really define how much we have in bookings on the balance. Yeah, we're not going to be reflecting bookings on the balance sheet. I think, you know, obviously when we get to revenue, you'll see revenue. But it's not really a balance sheet item until we, and so we place or bill customers, which get billed typically when they leave the loading dock. So I don't think there's really any mechanism. Dave, can you weigh in on that? Is there any way to?

Yeah, that's correct. Right now we're not, we're not, reflecting on the balance sheet, the scope and scale of the bookings with the customers. The orders we've received in have not made their way to the balance sheet on purpose, and as they do, we'll certainly point them out in future earnings calls.

But I would say that, you know, the bookings continue to go very – excuse me, the pipeline continues to go very aggressively. as it pertains, I mean, even since the end of the quarter when reported, you know, it continues to grow at a rapid clip. There have been a number of shows where we've displayed the NVIDIA conference in DC, OCP as we talked about. There's another conference coming up next week. So there's a great deal of activity. And I will just share anecdotally that when you go to any of these conferences, Our booth is generally one of the most active booths in the whole place. There's extreme interest in two-phase direct-to-chip. I think most of the sophisticated players see that there's an ultimate need. It's not a want, it's a need. And based upon some of the reference designs that we've done, that others independently have done, like Jacobs Engineering, but they compare this two-phase directed chip versus single-phase water. The two-phase outperforms not only in heat removal, but it also is, you know, the total cost of ownership, you know, over a period is materially lower. And that's principally because we can use, I'll say, warmer water for the water loop in the data centers, and so they don't have to be chilled to as cold a temperature, which saves a great deal of energy. It's about 4% of energy for cooling for every 1 degree Celsius of warmer water we can accept. So it's very material in terms of energy savings and operating savings.

Thank you.

This will now conclude today's question and answer session. Ladies and gentlemen, this will also conclude today's conference call. Thank you for participating, and you may now disconnect. Everyone, have a great day.