Good morning, ladies and gentlemen, and welcome to Modine's First Quarter Fiscal 2026 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I would now like to turn the conference over to your host, Ms. Kathy Powers, Vice President, Treasurer and Investor Relations.

Hello, and good morning. Welcome to our conference call to discuss Modine's first quarter fiscal 2026 results. I'm joined by Neil Brinker, our President and Chief Executive Officer; and Mick Lucareli, our Executive Vice President and Chief Financial Officer. The slides that we will be using with today's presentation are available on the Investor Relations section of our website, modine.com. On Slide 3 of that deck is our notice regarding forward-looking statements. This call will contain forward-looking statements as outlined in our earnings release as well as in our company's filings with the Securities and Exchange Commission. With that, I'll turn the call over to Neil.

Thank you, Kathy, and good morning, everyone. I'm pleased to report that Modine delivered a solid start to the year, giving us confidence to raise our revenue and earnings outlook for fiscal '26. We've completed 3 strategic acquisitions so far, this fiscal year and announced major new investments in our manufacturing capacity for our rapidly growing North America data center business. Investments that will position us to meet continued strong market demand this year and well into the future. These investments are allowing us to maintain a balanced portfolio of businesses with strong organic growth focus in data centers, supplemented with inorganic growth to expand product offerings and create scale in our other key Climate Solutions businesses. Mick will take us through the financial results and updated outlook. But first, I'd like to provide additional context around the quarter's key events. Our Climate Solutions segment continues to deliver, posting an 11% increase in revenue and a 10% improvement in adjusted EBITDA. This performance reflects initial contributions from 2 of our most recent acquisitions, AbsolutAire and L.B. White. Both of these acquisitions offer complementary solutions to our heating business, which falls within our HVAC Technologies Group. These additions broaden our product portfolio and unlock new markets and distribution channels. Modine has been in the heating business for nearly 100 years and has a large install base for our signature line of gas-fired unit heaters. We also have a leading market share with replacements typically driving over half of our annual revenues. These recent acquisitions allow us to accelerate growth and build scale, as we continue to use 80/20 to drive both revenue and cost synergies. Earlier this month, we closed a third acquisition, Climate by Design International or CDI, a leader in desiccant dehumidification and critical process air handlers. These technologies…

Thanks, Neil, and good morning, everyone. Please turn to Slide 6 to review the Q1 segment results. Climate Solutions delivered another good quarter with an 11% increase in sales, a 10% improvement in adjusted EBITDA and an adjusted EBITDA margin of 20%. Data center sales grew $24 million or 15% from the prior year, driven by higher sales in North America. HVAC Technologies sales increased $17 million or 34%, driven by strong heating stock plan orders and higher indoor air quality product sales. In addition, the recent acquisitions of AbsolutAire and L.B. White contributed $10 million of revenue in the quarter. Heat Transfer Solutions sales declined 1% or $1 million due to lower volumes to commercial and residential HVAC customers. This was mostly offset by higher sales to commercial refrigeration and coatings customers. The adjusted EBITDA margin was relatively flat versus the prior year. At this point, we're focused on continuing to drive earnings growth versus maximizing profit margin. While we're currently growing revenue at an exceptional rate, we're also increasing our investments in manufacturing and engineering resources to support future growth. For example, we're once again raising our fiscal 2016 outlook for data center revenue growth to 45%. As capacity comes online and revenue grows, we expect the EBITDA margin to increase especially in fiscal '27. With regard to the recent acquisitions, we're in the early innings with the team focused on integrating and stabilizing to ensure there are no surprises. At times, this can mean adding incremental resources and cost to capture future benefit. With that said, we're excited about the additional HVAC technology scale and the overall positive momentum in Climate Solutions. Please turn to Slide 7. As anticipated, Performance Technologies revenues were impacted by challenging end market demand and 80/20-driven product line exits. Heavy-duty equipment sales…

[Operator Instructions] The first question is from Matt Summerville from D.A. Davidson.

A couple of questions. First, can you talk about the magnitude of unabsorbed costs you're going to experience in the Climate business? Is it like build out in the second. Can you comment on how we should be thinking about the fiscal '27 data center revenue target you set back in September of 2024 at $1 billion with your current guidance, almost knocking on that now for fiscal '26? And then I have a follow-up.

Yes. Matt, it's Mick. Thanks for the question. I think the -- the first question on the data center fixed costs. The best way to think about that is on 2 pieces. The core capacity that we put in place and that's rapidly filling up. We'll continue to convert at good margins at or above the CS segment margin. When we think about the incremental capital investments, the $100 million that we're making in to expand facilities, adding more lines at current facilities plus a couple of brand-new facilities that Neil covered, that will start to ramp in the second half of the year and most likely won't capture the meaningful volume in to kind of beginning the new fiscal year. And so on that, we clearly raised our outlook here this year by about $100 million in top line that will probably convert a little bit lower. I think probably the incremental $100 million more like a 15% type net number. And in there is pretty good conversion at the gross profit line, but we're also adding a lot of resources and engineering to support the future growth. So get the short answer for you would be for the core business status quo, good conversion. The incremental $100 million probably a little bit below the normal segment average and I think it's probably closer to 15%, that's really hard some of the moving pieces to predict. And Matt the second question, you want to remind me that?

Yes. I mean, if you're up 45%, that roughly would equate to $925 million, $950 million in DC revenues something in that range, but your target for fiscal '27 is $1 billion. What's the reasonable sort of way to kind of think about, all right, if we're $2 billion-ish in '28. What's the good starting point for our thinking with respect to '27 based on the $1 billion number that you have sitting out there?

Yes. From my side, stay tuned, but you're right. I think for now, probably think about it as more of a straight line, and we are trending towards $1 billion this fiscal year. And you're right, when we did our IR Day last September, we were targeting the growth rate was implying $1 billion next year. So we have a lot of moving pieces with the production coming online that I think short of us coming back, and we will probably later in the year, Neil laid out a $2 billion goal in '28, '26 is clearly running towards the $1 billion until we know more, I think, kind of doing a straight line between the 2 would be the most logical unless, Neil, you have anything else do you want to add?

No, I think that's a good approach.

Very good. And then as my follow-up, you made a comment regarding profitability and how that sort of evolves first half, second half. When you say that margins are set to improve, is that a comment on the whole company or on both the segment level for both Climate and PT? And then I'll get back to queue.

Yes. So a couple -- a few moving pieces there with regards to the margins. So first, for the total company, we still expect that we will have a margin improvement this year, and that will be driven mostly by Performance Technologies, and we see the -- our total company margins really beginning to step up in the second half of the year, our Q3 and our Q4. When we think about it by segment, I'll cover CS first, and then -- it really ties to what we just talked about. Big second half volumes coming in from the data center ramp. And then you can imagine, we are currently adding a lot of cost and preparing. So we'll be holding similar to kind of flat margins. We could be down a little bit and CS not in a meaningful way, but it's really bringing on costs here in the first half of the year. In the second half, I mentioned the implied growth rate really is over 80% in the second half of our year for data centers. That's the kind of ramp we're looking at, including north of the $40 million inventory build here in the quarter. From a PT standpoint, we expect a good margin lift this year even with a flat to down volume. And that's been consistent with our transformation strategy. We still think we could generate 100 basis points or so of margin improvement. And again, we see that coming in the back half of the year, 2 things. The costs will continue to come out and at the same time, we'll see higher volumes starting to come a little bit in the second half of the year, both -- mainly from a year-over-year basis. So it'll be volume -- a little bit of volume, cost recovery on tariff and metals and then the cost-outs on the PT side driving the margin improvement.

The next question is from Brian Drab from William Blair.

I just wanted to ask about the capacity expansion first and just a couple of points of clarification. Your recent comments about how much capacity you had, I think you were saying we're approaching like $1.3 billion to $1.5 billion in revenue capacity. And then you talked about this week, the $100 million in investment and the ability to get to $2 billion in revenue roughly. How much revenue are we thinking about adding with specifically tied to the $100 million investment.

Yes, Brian, this is Neil. Good question. So the way that we're thinking about it in order for us to get to that $2 billion goal of '28, we would have to have about $2.5 billion of capacity in place. So that's -- we'd want to run around 80% capacity, if that makes sense. So that would be the difference between the 2 of those relative to the $100 million investment.

And I'm trying to get to -- and a lot of people are trying to get to just like what's the return on investment here. But I mean it sounds like you're getting like $1 billion in capacity for $100 million investment. I mean can you help me with that? It seems like [ it's coming down ] ROIC, but this is what people are trying to calculate.

About $1 billion.

Yes. Yes. This is Mick jumping in. The ROIs that we -- as we run them are really high on these investments, highest we've seen well above any acquisition or organic, talking about 40-plus percent type return on invested capital. The only thing I would add around the capacity when we talk about it is, it really depends on the product and the region. So when Neil lays out an estimated $2.5 billion of capacity, the products, right, are so large. It really -- the answer will always be we want to have the right mix, and we could always be adding more capacity. But it's air handlers there is the chillers, Europe versus North America, India versus North America. So when Neil makes the comment, it's a blended number and it's kind of an optimal capacity. But I think we will always get -- if we're doing our job and we're growing. Hopefully, we'll always have capacity issues that we're looking at expanding, but it really depends again by region and by product.

Okay. I mean, I'm doing like the math too simply with limited information. But I mean it seems like you're adding almost $1 billion in revenue capacity at maybe 15% EBITDA margin and getting $100-plus million in EBITDA, every year going forward on $100 million investment. It seems like -- I mean, like roughly like better than 100% ROIC. But I guess, I'll follow-up more later on that one. Yes. Is that -- am I crazy like the initial thoughts I'm having on that, or no?

No. For sure, we look at -- what I mentioned -- we're well north of 40%, 50% return on capital, lots of assumptions to make there. But I think your question, your point, the payback and the ROI is really big on these. These are -- Neil said it before, we've built the reputation with our customers. We have the right products, the right brand, the reputation, service, quality, it's about capacity and execution.

Okay. And then the 15 -- roughly 15% EBITDA margin you mentioned, Mick. Is that a level that you would think would be the long- term level of margin for that incremental capacity coming on? Or is that kind of how to think about it in the near term as you ramp up and get the full utilization in the new capacity?

Yes. Great. I'm glad you clarified that. No. Long-term, we'll drive significantly higher margins, and it's always a step function. Phase 1 is capacity. Phase 2 is still capacity. Phase III is optimize it or max it out. And our data center businesses when they're running at normal capacity are at or above our segment averages. So I was just commenting with the multiple lines coming on and new facilities. We often get asked like how come our margins are going up faster or more, and Neil and I -- our view has been will drive a lot more shareholder value by this 30% type earnings growth. And at some point, you focus a lot more on capacity utilization and margin. But for now, we're going to continue to put the capacity in place given the order book and the funnel we see in front of us.

The next question is from Noah Kaye from Oppenheimer.

Well, obviously, this back half ramp is really key for us all to understand. And I think have to pair the demand visibility part of this with understanding kind of what percentage of the capacity -- the new capacity is in place. So maybe on the demand side, first, can you just give us a sense of really the visibility to be able to raise the guide this early in the year. We're talking about 9 months from now, are those orders pretty much baked. And then on the capacity, I mean, what has to happen in terms of percentage brought online in the guardrails to make sure you can hit or potentially even beat the target.

Yes, thanks, Noah, for the question. Certainly, we have visibility that goes beyond a year. In some instances, it can go out as far as 3 years. And we're in close collaboration with our customers in terms of timing and how we need to stand up this additional capacity to meet their requirements, their demands and to fall in line with their data center time line constructions and build-outs. So we essentially tie our schedule to their schedule. And then that allowed us the opportunity to go forward and put this additional capacity in place. So the first step is going to utilize existing infrastructures, existing areas where we have workforce and supply chain established. That's going to happen in the next 3 to 4 months or in the back -- in the next couple of quarters, we're going to be looking at retooling these facilities and standing them up for DC operations. And then we have some newer facilities that we'll have to bring online that are greenfield. It will take a little bit longer because we don't have these established practices that we have with the existing facilities. So those will likely come online closer to the end of our fiscal year.

Okay. I mean I think to kind of further unpack that, to go from 30% to 45%. I mean, clearly, there's been a theme, right, all this earning season of the customers wanting more speed and accelerating their build. So is it the right characterization that basically you saw accelerated deployment schedules from customers in addition to expanded build. And so that's what's driving your own expansion. I just wanted to understand kind of the sequencing here on the decisions.

Well, it's -- what's driving the expansion has certainly accelerated growth with our customers, existing customers as well as on- boarding new customers, right? We're gaining share in this market. And as we bring our technologies online and we bring new technologies to the market, there's an traction there. So it's with existing customers that are moving quicker than we anticipated, and it's winning share and bringing new customers on board at the same time.

Okay. Last one, Mick, as you mentioned, the outlook doesn't contemplate any divestiture proceeds. Maybe can you just sort of bring us up to speed on how that process is moving along? And any potential color on timing?

Yes. The 2 areas we've talked about in the past is -- we had announced -- I think it was last year that we had plans to sell the headquarters in our European location and -- as a reminder, we expect that to close later this year. That was estimated to be a $10 million to $15 million type transaction. We're just going through regulatory issues there, approvals -- local approvals. And then Neil and I have talked about after the IR Day, we talked about $250 million to $300 million on light-duty business that we were going to deemphasize or exit, and we still have that process working and a team focused on that. So for now, I'll leave it at that until we have -- we'll come back and we have something definitive to share with the investors.

The next question is from Chris Moore from CJS Securities.

Lots of good stuff. Can you maybe just -- we've talked about a little bit the custom modular data center that you're developing with clients, can you talk about that a little bit further and kind of just any specifics there and what that kind of time line looks as you continue to work there?

Yes. Thanks, Chris, for the question. We're definitely seeing some customers in the market move in this direction, and it's to satisfy 3 things: speed, speed and speed. So you can essentially see this as a data center in a box, and it allows for our customers to ramp up their data center projects and facilities at a much quicker rate. It doesn't require the same amount of -- it doesn't require the same amount of labor as well as the skilled labor that it takes for construction. So we're working with a very important customer. And we've identified a location in Calgary where we're making this product, and we're going to expand it into the U.S. as well. And again, it's -- to help our customers get to the market quicker with their data center solutions.

Got it. I appreciate that. We've been -- we've talked about the ICE rationalization for a while now. Are there other areas within Performance Technologies that you may be focusing on less moving forward?

So we're constantly an evaluation of our markets, that's the beautiful thing about 80/20 as we've segmented the business into multiple markets, and then established key account strategy. Some things will come in and some things will go out. I think Mick mentioned the Genset in terms of where we're seeing that business kind of flatten that may allow for us to redeploy resources or activity in another area. We're in the process of evaluating different opportunities in PT.

Got it. And maybe just the last one, more modeling. Cash flow down a little bit this year, you're going to be spending more, can you -- what interest expense sense in terms of a reasonable level for fiscal '26?

Yes. Yes. Interest expense should be -- we've got a list of assumptions in the back, but $28 million to $30 million would be our current estimate for interest expense.

The next question is from David Tarantino from KeyBanc Capital Markets.

Maybe just on the near-term data center trends. Could you give us a better picture on the underlying demand you're experiencing relative to the 15% growth in the first quarter? Just particularly relative to the pauses you noted in Europe last quarter relative to what is clearly robust demand in North America.

Yes. It's Mick here. And I'll give you my view, and then Neil could jump in. So one of the things that on the positive side that we've seen happening as we've continued to win new programs. And so we started the year, we knew it would be a little bit more back half loaded, and we talked about for us, slightly lower than normal data center growth, even though Q1 came in at 15%. And then we had planned on a 30-plus percent year. Some of the locations we've been supporting, Neil's talked about, we've won more buildings or more data centers. And on top of it, Neil mentioned some of the customers have either asked to increase our volumes or accelerate volumes. So all of that has led to 2 things. Internally, we said we needed to have the capacity to support the growth the customers and the orders we have in hand, and then secondly, to meet this, the growing opportunity in order book we see for next year. So we really have seen an acceleration here in the second half, and it's us keeping up with the increase in orders and the increase in volumes. Neil, anything I missed.

Yes. I would just add that we have the orders, we have the commitments to lead to the capacity expansion. We're comfortable with that. And that us introducing our chiller to the North America region has really helped us exploding growth. It is -- our chiller technology and the demand for our chiller has really driven us to drive more capacity inside of the United States to keep up with our customers' expectations.

Okay. Great. And then maybe could you give us a bit more color on the recent deals and how much they should contribute this year? And then just thinking about capital allocation, obviously, we're investing quite a bit more in data centers, but what should we expect otherwise following both all these deals and even more investment in data center?

Yes. it's Mick, I'll take that one. And again, Neil could add anything we want. So on a partial year basis, we should see from the last 2 about $100 million of incremental revenue. And from an L.B. White perspective, we talked about that one. That one, we expect to have margins initially, call it, in the 15% to 20% range. So not too far off of the Climate Solutions and quickly getting at or above our segment, and that also will help drive kind of second half of the year. CDI is running below the segment -- the last acquisition we did. That was a company that had -- also had a large business that was supporting the rapid growth on the EV battery side on the battery factories. And we bought that for different reasons. And so that one is really a drive on our side to fill that manufacturing capacity, and then leverage the sales synergies, and we expect to drive margins up over the next year to be in line with our segment average. So little bit lower margins on the CDI side, and then L.B. White, call it, 15% to 20% and increasing from those 2. Capital allocation, Q1, I thought of $27 million, $20 million of that was in CS and mostly on data centers. With this year, we were already -- our plan was already to spend probably $40 million in capital on data center growth. So the announcement we did this week is an incremental $100 million on top of that. So we'll probably spend the next year, 12 months plus, somewhere between $140-plus million of capital on the data center side. The PC is really in a maintenance mode. We're really doing mostly preventative maintenance and select program launches there. And then last thing I would say on the -- just capital allocation, M&A side, we'll expect -- you should expect from us, we'll probably have a pause here on the acquisition side for at least a couple of quarters. We need to digest 3 acquisitions, any of the divestiture work the team is working on and massive data center expansion. So balance sheet is still in great shape. But I think from a team going 3 different directions, all of you should expect we'll probably have a pause for at least a couple of quarters on the acquisition side.

The next question is from Jeff Van Sinderen from B. Riley Securities.

Great to hear about the expanding data center production. But are you also expanding data center service capabilities alongside that?

Certainly, that's a good question. Certainly, that is a product offering that we're -- we often bring to the market with our product solution sales. Absolutely, we've been doing some hiring in North America to support it. Our service group. We need to build out further service to support the growth, the tremendous growth that we have in just equipment sales in the United States to support it, not only short-term but long-term, it's necessary when you get the equipment out in the field to have people in place for start-up and installation. So absolutely building that out at the rate that we can to keep up with the product demand as well as our controls. Our -- one of the -- one area that we think we have a unique solution that differentiates is our building management and our control system. So when you tie all of our equipment together and have it operate like an ecosystem, it becomes very efficient. And in these days where the demand for power is so high or the need to reduce water reduction is so important, those efficiencies are extremely -- those efficiencies we drive are extremely well positioned in the market. So it's a good point. And yes, at the rate that we're growing with product sales, we need to keep pace with it on the service side as well.

Okay. Fair enough. And then you had one large order in the D.C. area, I think it was $180 million, somewhere in that area. With -- I believe it was a colo that you announced a few months ago. Is there other business of that magnitude out there that we could wake up and see a similar type announcement here over the next several quarters, that size?

Yes. That's essentially what drove the $2 billion -- the $100 million of investment and drive to that $2 billion mark. It's a collection of orders of magnitude like that, correct?

Okay. Good. And I realize you're pausing a little bit on the acquisition front. But any thoughts on where you might go or what you might look at when you resume looking at acquisitions, what areas might you focus on?

Certainly, we have -- I mean, we love the organic growth that we have in data center market today, but we also believe it's important to maintain a diversified business portfolio for the long-term. So we'll be actively building out our funnel over the next 2 quarters, that support our HVAC Technologies business and maybe even some vertical integration of the supply chain.

The next question is from Brian Sponheimer from Gabelli & Company.

Congratulations again. Neil, you've had a terrific vision for the data center business. And obviously, these acquisitions within Climate Solutions are bolstering the remainder, which started the year at about an $800 million business. I guess my question is, where does that business need to get to? And where does data center need to get to, where you potentially are doing another separation, where you see those 2 businesses stand on their own, just from a strategic perspective, but also from a financial one?

That's a good question, Brian. I appreciate that. And it's one thing to have a vision. It's another to have a team that can actually drive and execute on it. So I give all the credit to the team. We have to -- we'll have to relook at this as we continue to shift in our portfolio. As you know, we've divested multiple plants over the last few years, and we've acquired new businesses, and we've also had organic growth that's exceeded our expectations in other parts. So the business has changed quite dramatically since we launched the original segments several years back to support and complement our IR Day. So definitely, that is something that we're going to have to look at going forward as we continue to rebalance and reposition the company. It will be a normal process of our 80/20 outlook. So we do that every year. And I suspect that we're going to do that again at the end of this fiscal year as well.

Terrific. Congratulations and look forward to what's next.

The next question is from Matt Summerville from D.A. Davidson.

Just a follow-up, and I apologize if you hit this, I've lost the call for a second. But can you just flesh out a comment you just made a collection of new orders of that magnitude in the context of this $2 billion, should we assume a majority of the build to that $2 billion is based on an order in hand or in sort of backlog? I know you don't disclose orders in backlog. I guess I'm trying to get a sense of how much of that revenue objective is known and spoken for today. Does that make sense?

Yes, it does make sense. So there's -- we have a backlog -- we have the highest backlog in data centers we've ever had. So it gives us confidence in order for us to be able to put forward that type of capital to grow and expand. We also have -- we are also the incumbent in a lot of these data centers. So we know and we see and we have visibility of the expansion of these data centers. And in our conversations, there isn't any reason for us to think that our data center customers would take a different solution, especially when it's about growth and speed and reliability. So it's the commitments that we have with our customers, it's the orders that we have with our customers. It's the outlook, it's the strategic relationships. All these things coming together is what gives us confidence to make that investment.

And then just as a follow-up, I want to go back to Slide 4, talking about the modular data center that you're developing with the key customer. Talking about what I assume is this large air handling unit you're developing, I assume, for another customer. Are these solution sets portable across the customer base within data centers? And if so, how soon? Or is there some level of exclusivity you will be granting on these?

Yes. With one, there is -- well, yes, it is exclusivity with the large -- particularly when you're working with the hyperscalers, yes, that's the case. But when it comes to the modular data center, certainly, there'll be different versions of that, right? They won't all look the same. Some will be very different. The concept will be the same, but what's inside and how they operate could be unique and bespoke for each one. Yes.

I'm showing no further questions at this time. I would now like to turn the conference back to Kathy Powers.

Thank you, and thanks to everyone for joining our call this morning. A replay of the call will be available on our website in about 2 hours. Thanks.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.