Innventure, Inc.

Welcome to InVenture's first quarter 2026 earnings call. All participants will be in listen-only mode until the question and answer session begins. If you'd like to ask a question, you may raise your hand at any time by clicking on the raise hand button, which can be found on the black bar at the bottom of your screen. As a reminder, this conference call is being recorded. I would now like to turn the call over to Kyle Nagarkar, Investor Relations.

Thanks, Operator, and thank you all for joining us for InVenture's first quarter 2026 earnings call. My name is Kyle McGarcar with Investor Relations, and joining me from the company are Bill Haskell, Chief Executive Officer, Roland Osterup, Chief Growth Officer, and Dave Yablanovsky, Chief Financial Officer. Earlier today, we issued a press release announcing our financial results, which is available on our investor relations website along with a supplemental slide presentation. As referenced on slide six, 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 10-Q for the period ended March 31, 2026, 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 foreign-looking statements. And now, I'd like to turn the call over to Bill. Bill?

Thanks, Kyle, and good afternoon, everyone. Before I start, I want to acknowledge the operating company CEO call that we hosted a couple of weeks ago. That call was designed as a way for investors to hear directly from the CEOs of Excelsius, Aeroflex, and Raffinity. The call provided unique insight into what's happening inside each business from the executives that are living it every day, the execution, the product cadence, and what the next milestones look like. We'd encourage anyone who wasn't able to join us to listen to the replay available on our investor website. Because we were limited in time for Q&A on the CEO call, we were also posting a supplemental Q&A to our investor site to address additional questions that we did not get to respond to on that call. While we can't always address every question in real time, we are committed to providing meaningful transparency where it strengthens investor understanding without compromising the competitive position and technical advantages that high growth, disruptive businesses must preserve during their most formative stages. Given the recency of that CEO update, I'd like to use today's call to double-click on recent developments outside of our core operations before passing it to Roland and Dave. Let me start with corporate governance, which we view as especially important for a multi-entity operating model like InVenture. Over the past several weeks, we've taken concrete steps to continue to strengthen our board. We announced the appointment of John Hewitt and the nomination of Katrina Fallon as part of our continued refresh and upgrade of InVentures government structure. These are seasoned operators, people who have built, scaled, and managed complex businesses, exactly the kind of directors that can provide valuable contributions to a business model like InVentures. We have always viewed the deep expertise of our people as a key competitive advantage, and this philosophy extends to how we approach our governance structure. These recent additions underscore that importance. The other notable update is on our shareholder engagement. It is important to know that our actions around corporate governance did not happen in a vacuum. We've had extended dialogue with a diverse set of shareholders, and that engagement helped inform how we think about board composition and the capabilities we want at the table. As a case in point, earlier this month, Ascent Capital Partners, one of our largest and most engaged shareholders, publicly expressed support for adventurous leadership and direction in an SEC filing. We view the firm's letter as a constructive signal that shareholder engagement is working as intended. Shareholders leaning in, the company responding thoughtfully, and governance evolving in a way that strengthens the enterprise. We look forward to continued engagement with our shareholders as we work to unlock the long-term value of InVenture's model. With that, I'll turn the call over to Roland. We'll share his perspective on where InVenture is in its evolution and what we are seeing across the operating companies.

Thanks, Bill. Across our operating companies, we're seeing the same pattern that has defined every major shift in high-performance compute, AI infrastructure, and next-generation compute. Customers validate, integrate, and align procurement and operational workflows before scaling. And we believe that progression, not early revenue patterns, is the real indicator of where the market is heading and is the precursor to rapid adoption. Once the industry reaches consensus, adoption moves in step functions. You can see this in the early histories of Arista, Pure Storage, Nutanix, and Supermicro. Periods of modest revenue followed by 5, 10, even 20x expansion once the market tipped. NVIDIA and AMD followed the same path as GPU accelerated compute moved from evaluation to necessity. Transformative technologies scale suddenly, not linearly. That's the context of our Q1. Revenue grew from $0.2 million last year to $1.4 million this quarter, but the more important signal is the progression underneath it. Customers continuing to buy, test, and integrate the technology. Combined with more than $50 million in Q1 bookings, the pattern is clear. Customers are updating protocols and preparing for scale. Market signals reinforce this. Cool IT was acquired for nearly $5 billion, underscoring the value being placed on liquid cooling today. If single-phase solutions are valued at that level, the value of two-phase, the end state for high-density compute, will, in our opinion, be even greater. Excelsius is in an important pre-inflection phase today. The pipeline is large, the technology is validated, customers are updating protocols, and the industry is converging on the same set of thermal and power constraints. This is the kind of setup that historically precedes exponential adoption, and this is what I want to walk you through next, continuing with Excelsius. The industry backdrop for Excelsior continues to strengthen. In Q1, AI and high-performance compute workloads drove another step change in rack-level power and thermal density, with NVIDIA's Blackwell generation accelerators pushing beyond the limits of air cooling and prompting OEMs and integrators to introduce new liquid-ready and two-phase compatible platforms across their AI server portfolios. That shift is showing up directly in the earnings of the largest data center infrastructure providers. Johnson Controls reported nearly 40% order growth led by data center demand. Legrand reported roughly 30% year-over-year growth in its data center segment. And Vertiv has publicly highlighted continued strong demand for high-density thermal systems driven by AI deployments. Together, these disclosures reinforce what we are seeing across hyperscalers, co-location providers, and server manufacturers. Next-generation architectures are being engineered for environments where advanced liquid and two-phase cooling are no longer optional, but foundational. Against this backdrop, Excelsys continues to advance as one of the few companies delivering true two-phase direct-to-chip capability at rack scale. Q1 marked a pivotal stretch of commercial and product momentum for Excelsius. In February, Legrand announced a strategic partnership with Excelsius following its participation in the company's Series B funding round, framing the relationship as a pillar of its unified data center strategy. The two companies indicated they would collaborate on joint development initiatives, including the integration of two-phase direct-to-chip liquid cooling into rack infrastructure. That announcement set the stage for Excelsior's NVIDIA GTC debut in March, where the company unveiled the new cool IR150, billed as the industry's first integrated rack-level two-phase liquid cooling solution. The IR150 combines a two-phase CDU, 42U of IT rack space, and built-in liquid and vapor manifolds in a single 800-millimeter enclosure, delivering up to 150 kilowatts of capacity. With a plug-and-play form factor purpose-built for enterprise, high-frequency trading, and other high-density deployments where simplified installation, single rack failure domains, and zero water in the rack are differentiating. Taken together with the Legrand partnership, the quarter reflects continued momentum behind the two-phase conversation. Moving on to Aeroflex, the packaging industry doesn't usually move in straight lines. You get long stretches of incremental change and then something solves a real structural problem and adoption shifts fast. We believe Aeroflex is at that point. It combines the best of flexible and rigid into something better than either. Better for the consumer, less plastic, simpler supply change, lower shipping costs, Once validation clears, adoption moves and step functions from here. And that's what we're seeing. Anchor customers across prestige beauty, household, personal care, industrial, and food and beverage are all advancing. Reorders, launch prep, late stage negotiations. The commercial pipeline has expanded to 32 million, up 21% since January, with 13.2 million now in final negotiation, up 40%. That growth reflects meaningful stage progression across multiple anchors. When you see both pipeline expansion and late-stage advancement happening simultaneously, that's a format taking hold. Aveda has also become a major market catalyst. Since the announcement of the global commercial launch, Aeroflex has seen approximately 3.6 million of new and reactivated opportunities, a direct reflection of strengthened brand credibility in one of the most demanding categories in consumer products. Prestige Beauty is one of the hardest categories to win, so Aveda choosing Aeroflex is a strong signal to the rest of the industry. Aveda is starting with refill packaging with select best-selling products debuting in 2027, but the long-term opportunity is dozens of SKUs across a global lineup. Initial purchase orders are already in to build inventory for launch. We've also expanded the manufacturing footprint. Through our partnership with Packaging Immolese in Italy, we picked up regional manufacturing formulation and commercialization capability in household and personal care, two of the biggest categories in our total addressable market. An Aeroflex filling machine is installed at the Immolese facility now, and that site brings real R&D formulation and testing capability with it. That's the kind of expansion that supports scaling. Operational readiness keeps strengthening. BRCGS, GMP Ohio, and ISCC Plus certifications all reinforce our ability to run compliant, scalable programs across categories and geographies. On capital, our objective hasn't changed. Operating company capital from strategic investors who can also become commercial partners. Looking ahead, the milestones are straightforward. Active programs converting to launches and reorders, and anchor customers expanding across more products, more categories, and more regions. That's how Aeroflex builds durable commercial cadence and shows the format is taking hold across the broader packaging landscape. And just as Aeroflex is reshaping packaging, Raffinity is doing the same in advanced materials and circular feedstocks. The chemical industry is experiencing the same adoption dynamic just discussed for Aeroflex. Decades of incremental change and then regulatory pressure, decarbonization commitments, and cost volatility all hit at once, and the pace of evaluation picks up fast. Qualification and integration take time, but once the industry aligns, adoption moves quickly. Refinity is at an early stage of that journey, building the technical and commercial foundation that precedes industry adoption. Detail design on the 10 kiloton commercial demonstration plant is underway. We expect that engineering design should wrap up by the end of Q3, and more on off-take partners will come in the coming months. Refinity is working with a U.S. partner with existing fluidized bed assets for additional testing. By mid-year, we expect the Refinity process will be running on those assets, on the same mixed plastic waste feedstocks the 10-kiloton plant will use, which should give extended run time and meaningfully accelerate the validation process. Recent multi-day pilot trials at VTT using market source plastic waste produced light olefins, ethylene, and propylene at yields meeting or exceeding targets. That reinforces the core thesis. Refinity can convert mixed plastic waste into cracker-ready light olefins with high yields and minimal char. The work with Dow continues on gas purity and integration. how a co-located affinity plant ties into existing steam cracker infrastructure. That's the kind of integration work that has to happen before commercial adoption. The macro backdrop reinforces why this matters. The Iran situation and the constraints in the Strait of Hormuz are a reminder of why diversifying raw material pathways and commoditizing plastic waste are valuable, not as a headwind or a tailwind, but as another reason feedstock optionality is the right place to be. Raffinity is in active discussions with key customers on offtake agreements for the 10-kiloton plant and is working with the government agencies on non-dilutive funding to support CAPEX. Long-term offtake and non-dilutive funding together would position Raffinity to project finance a substantial portion of the plant, a meaningful shift in how a first commercial facility gets funded. The signals to watch are straightforward. Technical validation, integration work with DAO, and commercial commitments from offtake partners. These are the milestones we expect will move Ruffinity from a promising technology to a bankable platform. Six to 12 months ago, Ruffinity was proving the chemistry. Today, it is progressing toward commercial scale and the building blocks of a financeable product. Stepping back, we believe that what we are seeing across our operating companies fits a much larger historical pattern. Every major technology wave, from the Industrial Revolution to electrification to the semiconductor era to software to the internet and cloud, has created a small group of companies whose technologies become the infrastructure of the shift itself. In each case, the long-term winners were the companies without which the new economy could not scale. Intel, Texas Instruments, Taiwan Semiconductor in semiconductor space, Microsoft and Oracle in software, Cisco and Google and Amazon, AWS in the internet and cloud era. These companies didn't grow because of quarterly revenue. They grew because they were the backbone of a secular transformation, compounding 5, 10, even 20x over sustained multi-year periods. We believe the convergence of AI, high-performance compute, and next-generation compute is the next of these waves, the early stages of a fourth industrial revolution that will reshape productivity, discovery, and global GDP potential. And in that context, we believe Excelsior is not simply transforming an industry. It is positioned at the point where this AI boom cannot scale without the technology it provides. While Aeroflex and Raffinity are aligned with major structural shifts in their own markets, we believe Excelsior sits at the center of a sector change that will touch virtually every sector. That is why we focus on progression, validation, and positioning, because when these markets tip, they don't move gradually. They move all at once, and the companies enabling the transition capture the long-term tailwind. And with that, I'll turn it over to Dave to cover the financials.

Thanks, Roland, and good afternoon, everyone. The financial results for the first quarter of 2026 were in line with expectations and consistent with the business progression we've been outlining. As Bill mentioned, our recent CEO call provided a deep dive into the commercial momentum at Excelsis, Aeroflex, and Raffinity. We continue to believe this momentum will translate into strong revenue and adjusted EBITDA growth in the second half of this year and into 2027. For the first quarter, InVenture reported consolidated revenue of $1.4 million, up from $0.2 million in the first quarter of 2025, and up from $0.8 million in the fourth quarter of last year. Revenue has grown sequentially every quarter since the beginning of 2025. Celsius revenue in the first quarter was $1.3 million, the highest quarterly revenue since we began reporting in 2024. As we discussed last quarter, we continue to expect Celsius to exit December 2026 with positive operating cash flow, implying a revenue run rate of approximately $100 million. We are now seeing third-party validation at our operating companies, resulting in commercial bookings, operational scale, and clear milestone achievement across the entire enterprise. Total G&A expenses for the quarter were $12.7 million, $7 million lower than the first quarter of 2025. Professional service fees in the first quarter were $3 million, down 51% from the $6.1 million in the first quarter of last year, as we transitioned from outsourced professional services to in-house personnel at materially lower cost. The increase from Q4 to Q1 reflects the annual reset of payroll tax and benefits. Net loss attributable to InVenture stockholders was $20.8 million for the quarter, the lowest since we became a public company. Adjusted EBITDA for the quarter was a loss of $18.4 million. Turning to the balance sheet. We ended the quarter with $60.4 million of cash and restricted cash, down $5.1 million from the end of last year. On the cash flow statement, you will see InVenture received $37.2 million net proceeds from the purchase and sale of common stock in a registered direct offering, paid down $7.4 million of debt, invested $0.8 million in PP&E at Ascelsius, had a $16.4 million working capital use of cash, and a $17.6 million of other cash OPEX, including G&A, sales and marketing, and R&D costs. As we previously noted, we believe Ascelsius will exit December 2026 with positive operating cash flow. At the InVenture parent company, and subsequent to the end of the quarter, we have selectively accessed our standby equity facility and raised approximately $11.9 million.

Hey Dave, let me add some context on capital market strategy, because this is an area I personally oversee. We used the SEPA opportunistically during a period of share price strength. Executing above $6 per share limited dilution to roughly 2%. At those price levels, our projected annualized dilution rate remains under 10%, which is consistent with the disciplined capital formation philosophy we've been communicating the past several months. The purpose of this raise was simple. Extend our runway in a way that avoids raising capital during periods of seasonal trading softness or geopolitical uncertainty. With the $60.4 million cash on hand that Dave mentioned, combined with the extension provided by this opportunistic raise, we do not anticipate the need to raise significant capital for the foreseeable future. While the SIPA continues to be available to InVenture, when we return to the market, our intent is to utilize more conventional tools available to an S3-eligible issuer with a top-tier bank syndicate. Including facilities that would allow us to opportunistically extend our position over time, as well as the ability to execute larger transactions when market conditions and valuation are supportive. Our objective is to further reduce dilution relative to the rate implied by this last opportunistic raise and to ensure that any future capital formation aligns with the discipline approach we've communicated.

Thanks, Roland, for the additional context. We continue to carefully manage our capital structure to support the growth of inventors operating companies, maintain adequate liquidity at all levels of the company, with the goal of minimizing future dilution to our shareholders. It's important to say the InVenture team remains focused on what we believe are very attractive growth opportunities ahead of us. InVenture, along with our operating companies, are focused on the future, on where we are going, with the goal of creating substantial value for our shareholders. With that, we'll open up the call for questions.

Thank you. As a reminder, if you would like to ask a question, please click on the Raise Hand button, which can be found on the black bar at the bottom of your screen. When it is your turn, you will receive a message on your screen from the host allowing you to talk, and then you will hear your name called. Please accept, unmute your audio, and ask your question. We will wait one moment to allow the queue to form. Our first question comes from Chip Moore with Roth Capital Partners. Your line is open. Please unmute and ask your question.

Hi. Thanks for taking the question. How's everybody doing? Can you hear me okay? We can, Chip. Hey, Bill. Great. Yeah, so I feel like we just caught up, but not that long ago, and some great detail on that call with the CEOs. Maybe for me, Excelsius, this $100 million run rate exiting the year not too far away, just...

comfort with that or any risks to that you know we hear about obviously data centers getting delayed on power equipment and all sorts of things so maybe just start there yeah sure so there are a couple of things chip i mean one there are a few things outside of our control of course which we've talked about on prior calls and that pertains to supply chain challenges for some of the some of the folks out there um but you know in terms of Having the business available to deliver, we're in a good position to do that. We have the ability to execute and produce the volume of material to support that run rate internally with a lot of cushion. So the other factor is something that actually augurs in our favor. As you may know, there are about $150 billion worth of data centers that are in, I would say, on suspension. And there is some suspension because of environmental protests at regional levels, particularly around the utilization of power and water. And because Excelsior is a solution, uses materially less power than the alternatives, and can also run without water in your racks, that really is a big factor in helping move those things along. So some of those things can get unlocked as a result of Excelsius. So, you know, on balance, you know, I think we still feel very optimistic that we'll hit that run rate before year end. Again, we have, you know, a book of business to execute on. and more to come. So optimistic at this point, no reason to believe that we're not going to hit that target.

Great. Yeah, and that's a great point. And, you know, I guess on the booking side, you know, the $50 million of bookings this quarter, great to see. Should we expect to hear about bookings, you know, on a regular basis? And, you know, would we expect them to be more lumpy until adoption really starts to scale up? Yeah.

Look, we would anticipate certainly more bookings, Chip. And so I think by this time we announced the next quarter, which, you know, will be first half of August, you know, in all likelihood, we can give enough in our bookings if there are material changes. But to Roland's point, you know, these businesses are lumpy in the early stages. but then they hit an inflection point that could be substantial. You might know that Vertiv, who had a great deal of bookings in the last year, stopped reporting bookings, I think, as a result of that. So even very large companies that are at scale with high market caps have that same lumpy effect as a result of some of the disruption in the data center space.

For sure, for sure. I did see that. And sorry, my last sort of follow-up, just around capital, which you outlined in good detail, just maybe the corollary around future targets and down select, just maybe an update on what you're seeing there. Thanks.

Yeah, we have some interesting things in the pipeline that could be the next co, if that's what you're asking about. And we've been refining our process, improving our process, honestly, to get a higher quality and a higher volume of opportunities through the funnel. But we have some really, really interesting things in the funnel today. Again, we never announce anything until we already hit the go button because things can fall out. We're very objective and uncompromising in how we make that selection process happen. So it has to be ready and it has to be a real opportunity. We've had really good success, the ones we've chosen to date, you know, the four. In fact, if you've watched PureCycle, it's starting to hit its stride now. It's over a couple of billion in market cap and seems to be breaking out. Virtually all of the companies that we've started, we feel really quite confident are going to be companies of scale. So while there are some good things in there and we're optimistic we'll get something done this year, we won't announce anything until we have something that we've already formed a company around.

Understood. Thanks very much.

Our next question comes from Nehal Chokshi with Northland Capital Markets. You may now unmute your audio and ask your question.

Thanks. So great to hear everything about the progress in the CEO call from a month ago, or less than a month ago, actually. But You did announce the, I think, 50 million of bookings right around GTC or so. So it's almost been two months. Has there been a material increase in bookings since then? Or are we sort of like in a wait and see period because of these delays that you're talking about?

Yeah, so there have been bookings in the hall. I can't quantify that for you, but I think when we announced the second quarter in August, I would project that we will update some of the bookings forecast. Again, the CEO call was just two weeks ago or just a little bit over. And we gave our first quarter, excuse me, our year-end result. It was kind of late in the quarter as well. So we've done updates here in the last few weeks, which is what Jim just mentioned. But I would anticipate we'll see an improvement in bookings by the time we report our second quarter.

Okay. In order to hit this 100 million annualized revenue run rate, I guess, is it true that basically you only need another $50 million of bookings between now and the next six months?

Yeah, so just to be 100% clear on what that means, Nahal, so 100 million run rate just means that by year end, we'll be running at $8 or $9 million of revenue a month. right that's that's what we're implying here we we've not forecast that we're going to do 100 million in revenue this year um we've never never said that we just said that we would be at an annualized rate of 100 million by year end which again are two different things um but you know we do expect meaningful additional bookings in in excelsis and arrowflex for that matter um you know over the coming couple of quarters

I understood. Can you help us understand how that should translate to annualized bookings?

Yeah, we don't have a, we haven't projected a bookings target. We have certainly internal ideas of what we think the backlog would look like at year end. Again, we haven't forecast that. But you can appreciate in this type of business, first of all, predictability is a little tricky because it's early stage. But Our revenue targets for next year are relatively aggressive in terms of growth from this year to next. So we would anticipate some meaningful bookings going into 2027 to be able to hit the kind of targets that we anticipate internally. Again, we haven't forecast that and we don't plan to at this stage. In a couple of years time when things are really smoothed out and it's much more predictable, we may get to that point, but now we're not projecting any kind of revenue targets. But we do expect to roll into 2027 with a pretty significant backlog.

Okay. And do you guys have visibility into how your cash conversion cycle is going to look, i.e., what's going to be a typical day's inventory holding time? What's going to be a typical day's sales outstanding? What's going to be a typical day's payables, given that you now have $50 million of bookings here?

Go ahead. Go ahead, Dave.

Yeah, yeah. Thanks for the question. And I would sort of go back to some of those comments and even Roland's comments that it's a little bit too early to tell exactly what our, you know, cash conversion cycle will be in DSO, DPO, DIO, those kind of metrics. But, you know, we can certainly talk about that as the year progresses. But I think at this point, it is just a little bit too early to project that.

And every customer is going to be different. You know, and some customers we anticipate we'll get some deposits, others we won't. And it turns out the larger companies are the ones that we probably won't. And they'll negotiate, you know, probably longer, you know, time on payables. But we have, you know, Pretty conservative estimates in place internally, and we're pretty confident we have adequate cash to scale to those deliveries without needing to go back to the market. And I think a lot of that inventory will be financeable with more traditional lenders as opposed to equity to be able to finance the growth in inventory, particularly given the types of counterparties that we're dealing with.

Yeah, absolutely. I'll just say that the data points that I've been picking up is that there is strong demand out there for inventors to face direct liquid cooling. So look forward to seeing that actually come to fruition. Thank you. Thank you.

As a reminder, if you would like to ask a question, please click on the raise hand button at the bottom of your screen. Our next question comes from Ashi Alpesh at Sudodian Co. You may now unmute and ask your question.

Hi, just wanted to ask you about the role of the channel partners and strategic integrators and how they play in scaling deployments and how important will partnerships become as these businesses grow?

Did you say Chinese partners, Ashi? Just to make sure I understood your question.

No, I said channel partners like Johnson. Oh, I'm sorry.

Channel partners. I'm sorry. I just misunderstood. Yeah, so we have, you know, very good relationships with, you know, we have a couple of large players that we've announced as partners, including Johnson Controls, Legrand, Berto, others that are, you can go up to the website actually and see the various partnerships that we have with a lot of players in the industry. And what we're really focused on are channels that have a big multiplier effect. you know, virtually all of the partnerships that we have can lead to, you know, not tens of racks, but hundreds of racks, or thousands of racks ultimately, because they're delivering, you know, more broadly to the marketplace. And we have the different sectors from hyperscalers to OEMs to AI as a service, et cetera. So we have different types of partnerships for different things. But in general, our partners are seeing demand,

as well and they'll be able to drive demand for us because they have their own their own sales marketing forces that are out there interacting with with a broader range of customers right and also relating to a Celsius here as the deployment scale could software monitoring or system optimization become part of the revenue mix? I'm trying to understand if there is room for recurring revenue to be possible later once the initial deliveries are made, or is it just once a customer has been delivered the product, there's no more, unless they order more, there is no way to get revenue out of them?

There is a smaller, as a fraction of the orders, recurring revenue component. to what we provide. So yes, there is a piece that would be recurring revenue for each of those deployments going forward.

Got it. Thank you.

Thank you, Lushy.

This concludes the question and answer session. This concludes today's call you may now disconnect.