INNOVATE Corp. (“INNOVATE” or the “Company”) (NYSE: VATE) announced
today its consolidated results for the second quarter.
Financial Summary
(in millions, except per share amounts) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2024 |
|
|
2023 |
|
|
Increase / (Decrease) |
|
|
2024 |
|
|
|
2023 |
|
|
Increase / (Decrease) |
Revenue |
$ |
313.1 |
|
$ |
368.8 |
|
|
(15.1)% |
|
$ |
628.3 |
|
|
$ |
686.7 |
|
|
(8.5)% |
Net income (loss) attributable to common stockholders and
participating preferred stockholders |
$ |
14.1 |
|
$ |
(10.5 |
) |
|
234.3 |
% |
|
$ |
(3.6 |
) |
|
$ |
(20.7 |
) |
|
82.6 |
% |
Basic earnings (loss) per share attributable to common
stockholders |
$ |
0.11 |
|
$ |
(0.13 |
) |
|
184.6 |
% |
|
$ |
(0.03 |
) |
|
$ |
(0.27 |
) |
|
88.9 |
% |
Diluted earnings (loss) per share attributable to common
stockholders |
$ |
0.10 |
|
$ |
(0.13 |
) |
|
176.9 |
% |
|
$ |
(0.03 |
) |
|
$ |
(0.27 |
) |
|
88.9 |
% |
Total Adjusted EBITDA(1) |
$ |
26.7 |
|
$ |
16.5 |
|
|
61.8 |
% |
|
$ |
39.5 |
|
|
$ |
21.4 |
|
|
84.6 |
% |
(1) Reconciliation of GAAP to Non-GAAP measures
follows
Commentary“INNOVATE achieved
strong second quarter financial results, reporting revenue of
$313.1 million,” said Avie Glazer, Chairman of INNOVATE.
“Infrastructure delivered net income attributable to INNOVATE and
Adjusted EBITDA year-over-year growth again in the second quarter.
At Life Sciences, R2 once again achieved record high Glacial system
unit sales in North America in the second quarter, a 200% increase
over the same period last year and MediBeacon continues to work
through their substantive review of the kidney monitoring program
with the FDA. And at Spectrum, we improved both on the top and
bottom line in the second quarter as well as year-to-date.”
“Our strong second quarter results are
underscored by the performance across our three operating
segments,” said Paul Voigt, INNOVATE's Interim CEO. “DBM expanded
margins further in the quarter highlighting the team's resiliency
in a softer construction market. At Pansend, R2 experienced strong
momentum in North America unit sales which grew, again, in the
second quarter, while MediBeacon continues to see great opportunity
in the market for real time monitoring of kidney function. Finally,
Broadcasting continues to fill our station platform with higher
quality business that has translated into stronger financial
results.”
Second Quarter 2024 and Recent
Highlights
- DBM Global Inc. ("DBM Global")
redeemed its intercompany $41.8 million DBM Global Series A
Preferred Stock from DBM Global Intermediate Holdco Inc. ("DBMGi")
on June 28, 2024 for $41.8 million in cash, which was remitted to
INNOVATE. DBMGi is a 100% owned subsidiary of INNOVATE.
- The Company announced that the
Board of Directors approved a 1-for-10 reverse stock split of the
Company's common stock which is expected to commence trading on a
split-adjusted basis when the markets open on August 9, 2024.
Infrastructure
- DBM Global reported second quarter
2024 revenue of $305.2 million, a decrease of 15.8%, compared to
$362.4 million in the prior year quarter. Net Income attributable
to INNOVATE was $21.0 million, compared to $7.0 million for
the prior year quarter. Adjusted EBITDA increased to
$32.5 million from $23.5 million in the prior year
quarter.
- DBM Global has continued to work
through its backlog as many new project awards have slowed thus far
in 2024. However, DBM has been active in the market, from a bidding
perspective, in the second quarter.
- DBM Global grew gross margin to
20.2% in the second quarter, an expansion of approximately 650
basis points year-over-year and Adjusted EBITDA margin to 10.6% in
the second quarter, an expansion of approximately 420 basis points
year-over-year.
- DBM Global’s reported backlog and
adjusted backlog, which takes into consideration awarded but not
yet signed contracts, was $0.8 billion and $1.0 billion,
respectively, as of June 30, 2024, compared to reported and
adjusted backlog of $1.1 billion and $1.2 billion,
respectively, as of December 31, 2023.
Life Sciences
- R2 Technologies, Inc. ("R2") once
again broke sales and revenue records in North America.
- Both patient treatment counts and
average usage per account averages continue to increase, closing
out the second quarter with another record high for both
metrics.
- MediBeacon continues to work
through their substantive review of the kidney monitoring program
with the FDA.
- BeneVir Biopharm, which was sold to
Janssen Biotech, Inc., one of the Janssen Pharmaceutical Companies
of Johnson & Johnson in 2018, entered Phase I of the clinical
study related to the Oncolytic Virus as Monotherapy and in
Combination for Advanced Solid Tumors.
Spectrum
- FreeTV launched their third
network, Defy, with HC2 Broadcasting providing broadcast
distribution across 60% of the United States. Additionally,
launched news channels Salem Media and First TV that are benefiting
from the presidential news cycle.
- Progress with Public Media Venture
Group ("PMVG") to advance our collaborative efforts with PBS
stations across the country in areas such as ATSC 3.0 and
datacasting.
- Overall, the OTA broadcast market
continues to strengthen as advertising continues to show
improvement over prior two years.
- Working closely with Qualcomm among
other to explore the potential for 5G broadcasting opportunities in
the U.S.
- Beginning to selectively add
stations in markets with no prior HC2 Broadcasting coverage,
specifically, filed to acquire a station in Monterey, CA, K09AAF,
which will strengthen statewide coverage in California.
- Broadcasting reported second
quarter 2024 revenue of $6.2 million, compared to $5.7 million
in the prior year quarter. Net Loss attributable to INNOVATE was
$5.0 million compared to $5.3 million in the prior year quarter.
Adjusted EBITDA was $1.5 million, compared to
$0.8 million in the prior year quarter.
Second Quarter 2024 Financial
Highlights
- Revenue: For the
second quarter of 2024, INNOVATE's consolidated revenue was $313.1
million, a decrease of 15.1%, compared to $368.8 million for the
prior year quarter. The decrease was driven by our Infrastructure
segment, which was partially offset by increases at our Life
Sciences and Spectrum segments. The decrease at our Infrastructure
segment was primarily driven by the timing and size of projects at
Banker Steel and DBMG's commercial structural steel fabrication and
erection business, both of which had increased activity in the
comparable period on certain large commercial construction projects
that are now at or near completion in the current period. This was
partially offset by an increase at the industrial maintenance and
repair business as a result of an increase in project work. The
increase at our Life Sciences segment was primarily due to
incremental unit sales from the launch of the Glacial fx system in
the second half of 2023 and an increase in Glacial Rx units sold
compared to the prior year period. The increase at our Spectrum
segment was primarily driven by network launches and expanded
coverage with existing customers.
REVENUE by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2024 |
|
|
2023 |
|
Increase / (Decrease) |
|
|
2024 |
|
|
2023 |
|
Increase / (Decrease) |
Infrastructure |
|
$ |
305.2 |
|
$ |
362.4 |
|
$ |
(57.2 |
) |
|
$ |
613.1 |
|
$ |
674.1 |
|
$ |
(61.0 |
) |
Life Sciences |
|
|
1.7 |
|
|
0.7 |
|
|
1.0 |
|
|
|
2.7 |
|
|
1.2 |
|
|
1.5 |
|
Spectrum |
|
|
6.2 |
|
|
5.7 |
|
|
0.5 |
|
|
|
12.5 |
|
|
11.4 |
|
|
1.1 |
|
Consolidated INNOVATE |
|
$ |
313.1 |
|
$ |
368.8 |
|
$ |
(55.7 |
) |
|
$ |
628.3 |
|
$ |
686.7 |
|
$ |
(58.4 |
) |
|
- Net Income (Loss):
For the second quarter of 2024, INNOVATE reported a Net Income
attributable to common stockholders and participating preferred
stockholders of $14.1 million, or $0.10 per fully diluted
share, compared to a Net Loss of $10.5 million, or $0.13 per
fully diluted share, for the prior year quarter. The increase in
Net Income was primarily due to a net increase in gross profit of
$13.0 million, an increase in other operating income of
$10.6 million, a $3.7 million decrease in tax expense and
a decrease in depreciation and amortization of $1.2 million,
which was partially offset by an increase in selling, general and
administrative ("SG&A") expenses of $1.8 million and an
increase of $0.8 million in the loss from equity investees.
The increase in gross profit was primarily driven by our
Infrastructure segment due to timing and size of projects that are
now at or near completion in the current period, including the
effect of changes in estimated costs to complete those projects
recognized in the ordinary course of business, and, to a lesser
extent, our Spectrum and Life Sciences segments. The overall
increase in other operating income was driven by our Infrastructure
segment primarily as a result of a gain on lease modification and
gain on the sale of various properties in the current period. The
overall decrease in tax expense was driven by the tax expense of
INNOVATE Corp's U.S. consolidated group utilizing its remaining
unlimited NOLs in 2024 and due to the Tax Cut and Jobs Act's 80
percent limitation on net operating losses incurred after 2017,
resulting in the annual effective tax rate for the current period
being applied to the U.S. consolidated group's 2024 year-to-date
income as calculated under ASC 740. The overall decrease in
depreciation and amortization was primarily driven by our
Infrastructure segment, as certain customer contract intangibles
became fully amortized in the second quarter of 2023. The overall
increase in SG&A expenses was primarily driven by our
Infrastructure segment which saw increases in compensation-related
expenses and accounting-related costs, which were partially offset
by a decrease in legal and consulting fees and facility-related
expenses at the Infrastructure segment and a decrease in SG&A
expenses at our Non-Operating Corporate segment primarily driven by
decreases in compensation-related expenses, including reductions in
bonus and stock compensation expense due to headcount changes, and
a decrease in legal fees. The overall increase in loss from equity
investees was due to an increase in losses from MediBeacon as a
result of $1.1 million additional convertible note investments
in MediBeacon, which Pansend recognized $1.1 million of equity
method losses which were previously unrecognized. Pansend made no
convertible note investments during the comparable period.
NET INCOME (LOSS) by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2024 |
|
|
|
2023 |
|
|
Increase / (Decrease) |
|
|
2024 |
|
|
|
2023 |
|
|
Increase / (Decrease) |
Infrastructure |
|
$ |
21.0 |
|
|
$ |
7.0 |
|
|
$ |
14.0 |
|
|
$ |
25.4 |
|
|
$ |
9.0 |
|
|
$ |
16.4 |
|
Life Sciences |
|
|
(3.8 |
) |
|
|
(2.9 |
) |
|
|
(0.9 |
) |
|
|
(8.3 |
) |
|
|
(5.7 |
) |
|
|
(2.6 |
) |
Spectrum |
|
|
(5.0 |
) |
|
|
(5.3 |
) |
|
|
0.3 |
|
|
|
(9.8 |
) |
|
|
(10.3 |
) |
|
|
0.5 |
|
Non-Operating Corporate |
|
|
2.1 |
|
|
|
(8.2 |
) |
|
|
10.3 |
|
|
|
(10.4 |
) |
|
|
(20.1 |
) |
|
|
9.7 |
|
Other and eliminations |
|
|
0.1 |
|
|
|
(0.5 |
) |
|
|
0.6 |
|
|
|
0.1 |
|
|
|
8.2 |
|
|
|
(8.1 |
) |
Net income (loss) attributable to INNOVATE Corp. |
|
$ |
14.4 |
|
|
$ |
(9.9 |
) |
|
|
24.3 |
|
|
$ |
(3.0 |
) |
|
$ |
(18.9 |
) |
|
$ |
15.9 |
|
Less: Preferred dividends |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
(0.3 |
) |
|
|
0.6 |
|
|
|
1.8 |
|
|
|
(1.2 |
) |
Net income (loss) attributable to common stockholders and
participating preferred stockholders |
|
$ |
14.1 |
|
|
$ |
(10.5 |
) |
|
$ |
24.6 |
|
|
$ |
(3.6 |
) |
|
$ |
(20.7 |
) |
|
$ |
17.1 |
|
|
- Adjusted EBITDA:
For the second quarter of 2024, total Adjusted EBITDA, was $26.7
million compared to total Adjusted EBITDA of $16.5 million for
the prior year quarter. The increase in Adjusted EBITDA was
primarily driven by higher margins on certain large commercial
construction projects that are now at or near completion in the
current period at DBMG's commercial structural steel fabrication
and erection business, a decrease in compensation-related expenses,
due to headcount changes, and a decrease in legal fees at our
Non-Operating Corporate segment and an increase in revenue driven
by network launches and expanded coverage with existing customers
at our Spectrum segment. The increase in Adjusted EBITDA was
partially offset by a decrease in margins at Banker Steel due to
timing of completion of a large commercial construction project and
an increase in recurring SG&A expenses, primarily as a result
of an increase in compensation-related expenses and
accounting-related costs. The increase in Adjusted EBITDA was also
partially offset by an increase in losses at our Life Sciences
segment as a result of additional convertible note investments in
MediBeacon by Pansend during the three months ended June 30, 2024,
which increased Pansend's basis in MediBeacon by $1.1 million
and led to Pansend recognizing $1.1 million of equity method
losses which were previously unrecognized. Pansend made no
convertible note investments during the comparable period.
ADJUSTED EBITDA by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2024 |
|
|
|
2023 |
|
|
Increase / (Decrease) |
|
|
2024 |
|
|
|
2023 |
|
|
Increase / (Decrease) |
Infrastructure |
$ |
32.5 |
|
|
$ |
23.5 |
|
|
$ |
9.0 |
|
|
$ |
50.8 |
|
|
$ |
39.8 |
|
|
$ |
11.0 |
Life Sciences |
|
(4.8 |
) |
|
|
(3.9 |
) |
|
|
(0.9 |
) |
|
|
(9.0 |
) |
|
|
(11.7 |
) |
|
|
2.7 |
Spectrum |
|
1.5 |
|
|
|
0.8 |
|
|
|
0.7 |
|
|
|
3.1 |
|
|
|
1.2 |
|
|
|
1.9 |
Non-Operating Corporate |
|
(2.5 |
) |
|
|
(3.4 |
) |
|
|
0.9 |
|
|
|
(5.4 |
) |
|
|
(6.9 |
) |
|
|
1.5 |
Other and eliminations |
|
— |
|
|
|
(0.5 |
) |
|
|
0.5 |
|
|
|
— |
|
|
|
(1.0 |
) |
|
|
1.0 |
Total Adjusted EBITDA |
$ |
26.7 |
|
|
$ |
16.5 |
|
|
$ |
10.2 |
|
|
$ |
39.5 |
|
|
$ |
21.4 |
|
|
$ |
18.1 |
|
- Balance Sheet: As
of June 30, 2024, INNOVATE had cash and cash equivalents,
excluding restricted cash, of $80.2 million compared to $80.8
million as of December 31, 2023. On a stand-alone basis, as of
June 30, 2024, our Non-Operating Corporate segment had cash
and cash equivalents of $43.6 million compared to $2.5 million at
December 31, 2023.
Conference Call
INNOVATE will host a live conference call to
discuss its second quarter 2024 financial results and operations
today at 4:30 p.m. ET. The Company will post an earnings
supplemental presentation in the Investor Relations section of the
INNOVATE website at innovate-ir.com to accompany the conference
call. Dial-in instructions for the conference call and the replay
follows.
- Live Webcast
and Call. A live webcast of the
conference call can be accessed by interested parties through the
Investor Relations section of the INNOVATE website at
innovate-ir.com.
- Dial-in: 1-800-717-1738 (Domestic Toll
Free) / 1-646-307-1865 (Toll/International)
- Participant Entry Number: 1133462
-
Conference Replay*
- Dial-in: 1-844-512-2921 (Domestic
Toll Free) / 1-412-317-6671 (Toll/International)
- Conference Number: 1133462
*Available approximately two hours after the end of
the conference call through August 20, 2024.
About INNOVATE Corp.
INNOVATE Corp., is a portfolio of best-in-class
assets in three key areas of the new economy – Infrastructure, Life
Sciences and Spectrum. Dedicated to stakeholder capitalism,
INNOVATE employs approximately 4,000 people across its
subsidiaries. For more information, please visit:
www.INNOVATECorp.com.
Contacts
Investor Contact:Anthony
Rozmusir@innovatecorp.com(212) 235-2691
Non-GAAP Financial Measures
In this press release, INNOVATE refers to
certain financial measures that are not presented in accordance
with U.S. generally accepted accounting principles (“GAAP”),
including Total Adjusted EBITDA (excluding discontinued operations,
if applicable) and Adjusted EBITDA for its operating segments. In
addition, other companies may define Adjusted EBITDA differently
than we do, which could limit its usefulness.
Adjusted EBITDA
Management believes that Adjusted EBITDA
provides investors with meaningful information for gaining an
understanding of our results as it is frequently used by the
financial community to provide insight into an organization’s
operating trends and facilitates comparisons between peer
companies, since interest, taxes, depreciation, amortization and
the other items listed in the definition of Adjusted EBITDA below
can differ greatly between organizations as a result of differing
capital structures and tax strategies. Adjusted EBITDA can also be
a useful measure of a company’s ability to service debt. While
management believes that non-U.S. GAAP measurements are useful
supplemental information, such adjusted results are not intended to
replace our U.S. GAAP financial results. Using Adjusted EBITDA as a
performance measure has inherent limitations as an analytical tool
as compared to net income (loss) or other U.S. GAAP financial
measures, as this non-GAAP measure excludes certain items,
including items that are recurring in nature, which may be
meaningful to investors. As a result of the exclusions, Adjusted
EBITDA should not be considered in isolation and does not purport
to be an alternative to net income (loss) or other U.S. GAAP
financial measures as a measure of our operating performance.
The calculation of Adjusted EBITDA, as defined
by us, consists of Net income (loss) attributable to INNOVATE
Corp., excluding: discontinued operations, if applicable;
depreciation and amortization; other operating (income) loss, which
is inclusive of (gain) loss on sale or disposal of assets, lease
termination costs, (gains) losses on lease modifications, asset
impairment expense and FCC reimbursements; interest expense; other
(income) expense, net; income tax expense (benefit);
non-controlling interest; share-based compensation expense;
restructuring and exit costs; and acquisition and disposition
costs.
Cautionary Statement Regarding
Forward-Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This press release
contains, and certain oral statements made by our representatives
from time to time may contain, "forward-looking statements."
Generally, forward-looking statements include information
describing actions, events, results, strategies and expectations
and are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,”
“projects,” “may,” “will,” “could,” “might,” or “continues” or
similar expressions. Such forward-looking statements are based on
current expectations and inherently involve certain risks,
assumptions and uncertainties. The forward-looking statements in
this press release include, without limitation, any statements
regarding INNOVATE’s plans and expectations for future growth and
ability to capitalize on potential opportunities, the achievement
of INNOVATE’s strategic objectives, expectations for performance of
new projects and realization of revenue from the backlog at DBM
Global, anticipated success from the continued sale of new products
in the Life Sciences segment, possible developments regarding the
FDA approval process at MediBeacon, anticipated performance of new
channels and LPTV frequencies, expanded uses for LPTV channels in
the Spectrum segment and the potential deployment of datacasting,
anticipated agreements in the Spectrum segment with public
broadcast networks, anticipated 5G broadcasting opportunities in
the Spectrum segment, anticipated developments regarding Federal
Communications Commission approval to convert existing station to
5G broadcast, our intentions to regain compliance with the NYSE's
continued listing standards, and changes in macroeconomic and
market conditions and market volatility, including interest rates,
the value of securities and other financial assets, and the impact
of such changes and volatility on INNOVATE’s financial position.
Such statements are based on the beliefs and assumptions of
INNOVATE’s management and the management of INNOVATE’s subsidiaries
and portfolio companies.
The Company believes these judgments are
reasonable, but these statements are not guarantees of performance,
results or the creation of stockholder value and the Company’s
actual results could differ materially from those expressed or
implied in the forward-looking statements due to a variety of
important factors, both positive and negative, including those that
may be identified in subsequent statements and reports filed with
the Securities and Exchange Commission (“SEC”), including in our
reports on Forms 10-K, 10-Q, and 8-K. Such important factors
include, without limitation: our dependence on distributions from
our subsidiaries to fund our operations and payments on our
obligations; the impact on our business and financial condition of
our substantial indebtedness and any significant additional
indebtedness and other financing obligations we may incur; our
dependence on the retaining and recruitment of key personnel;
volatility in the trading price of our common stock; the impact of
potential supply chain disruptions, labor shortages and increases
in overall price levels, including in transportation costs;
interest rate environment; developments relating to the ongoing
hostilities in Ukraine and Israel; increased competition in the
markets in which our operating segments conduct their businesses;
our ability to successfully identify any strategic acquisitions or
business opportunities; uncertain global economic conditions in the
markets in which our operating segments conduct their businesses;
changes in regulations and tax laws; covenant noncompliance risk;
tax consequences associated with our acquisition, holding and
disposition of target companies and assets; the ability of our
operating segments to attract and retain customers; our
expectations regarding the timing, extent and effectiveness of our
cost reduction initiatives and management’s ability to moderate or
control discretionary spending; our expectations and timing with
respect to any strategic dispositions and sales of our operating
subsidiaries, or businesses; the possibility of indemnification
claims arising out of divestitures of businesses; and our possible
inability to raise additional capital when needed or refinance our
existing debt, on attractive terms, or at all.
Although INNOVATE believes its expectations and
assumptions regarding its future operating performance are
reasonable, there can be no assurance that the expectations
reflected herein will be achieved. These risks and other important
factors discussed under the caption “Risk Factors” in our most
recent Annual Report on Form 10-K filed with the SEC, and our other
reports filed with the SEC could cause actual results to differ
materially from those indicated by the forward-looking statements
made in this press release.
You should not place undue reliance on
forward-looking statements. All forward-looking statements
attributable to INNOVATE or persons acting on its behalf are
expressly qualified in their entirety by the foregoing cautionary
statements. All such statements speak only as of the date made, and
unless legally required, INNOVATE undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
|
INNOVATE CORP.CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS(Unaudited, in millions,
except shares and per share amounts) |
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Revenue |
|
$ |
313.1 |
|
|
$ |
368.8 |
|
|
$ |
628.3 |
|
|
$ |
686.7 |
|
Cost of revenue |
|
|
247.5 |
|
|
|
316.2 |
|
|
|
514.1 |
|
|
|
590.5 |
|
Gross profit |
|
|
65.6 |
|
|
|
52.6 |
|
|
|
114.2 |
|
|
|
96.2 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
42.9 |
|
|
|
41.1 |
|
|
|
82.4 |
|
|
|
82.8 |
|
Depreciation and amortization |
|
|
4.4 |
|
|
|
5.6 |
|
|
|
8.8 |
|
|
|
11.9 |
|
Other operating (income) loss |
|
|
(10.5 |
) |
|
|
0.1 |
|
|
|
(8.6 |
) |
|
|
(0.3 |
) |
Income from operations |
|
|
28.8 |
|
|
|
5.8 |
|
|
|
31.6 |
|
|
|
1.8 |
|
Other (expense) income: |
|
|
|
|
|
|
|
|
Interest expense |
|
|
(16.5 |
) |
|
|
(16.3 |
) |
|
|
(33.7 |
) |
|
|
(31.9 |
) |
Loss from equity investees |
|
|
(1.1 |
) |
|
|
(0.3 |
) |
|
|
(2.3 |
) |
|
|
(4.3 |
) |
Other income (expense), net |
|
|
0.2 |
|
|
|
0.3 |
|
|
|
(1.0 |
) |
|
|
16.8 |
|
Income (loss) from operations before income
taxes |
|
|
11.4 |
|
|
|
(10.5 |
) |
|
|
(5.4 |
) |
|
|
(17.6 |
) |
Income tax benefit (expense) |
|
|
2.5 |
|
|
|
(1.2 |
) |
|
|
(0.8 |
) |
|
|
(2.1 |
) |
Net income (loss) |
|
|
13.9 |
|
|
|
(11.7 |
) |
|
|
(6.2 |
) |
|
|
(19.7 |
) |
Net loss attributable to non-controlling interests and redeemable
non-controlling interests |
|
|
0.5 |
|
|
|
1.8 |
|
|
|
3.2 |
|
|
|
0.8 |
|
Net income (loss) attributable to INNOVATE
Corp. |
|
|
14.4 |
|
|
|
(9.9 |
) |
|
|
(3.0 |
) |
|
|
(18.9 |
) |
Less: Preferred dividends |
|
|
0.3 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
1.8 |
|
Net income (loss) attributable to common stockholders and
participating preferred stockholders |
|
$ |
14.1 |
|
|
$ |
(10.5 |
) |
|
$ |
(3.6 |
) |
|
$ |
(20.7 |
) |
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.11 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.27 |
) |
Diluted |
|
$ |
0.10 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.27 |
) |
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
Basic |
|
|
89,204,850 |
|
|
|
77,922,241 |
|
|
|
83,929,228 |
|
|
|
77,806,010 |
|
Diluted |
|
|
144,257,552 |
|
|
|
77,922,241 |
|
|
|
83,929,228 |
|
|
|
77,806,010 |
|
|
INNOVATE CORP.CONDENSED CONSOLIDATED
BALANCE SHEETS(Unaudited, in millions, except
share amounts) |
|
|
|
June 30,2024 |
|
|
December 31,2023 |
|
Assets |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
80.2 |
|
|
$ |
80.8 |
|
Accounts receivable, net |
|
|
178.2 |
|
|
|
278.4 |
|
Contract assets |
|
|
101.2 |
|
|
|
118.6 |
|
Inventory |
|
|
20.9 |
|
|
|
22.4 |
|
Assets held for sale |
|
|
— |
|
|
|
3.1 |
|
Other current assets |
|
|
14.4 |
|
|
|
14.6 |
|
Total current assets |
|
|
394.9 |
|
|
|
517.9 |
|
Investments |
|
|
1.8 |
|
|
|
1.8 |
|
Deferred tax asset |
|
|
1.9 |
|
|
|
2.0 |
|
Property, plant and equipment, net |
|
|
143.7 |
|
|
|
154.6 |
|
Goodwill |
|
|
127.0 |
|
|
|
127.1 |
|
Intangibles, net |
|
|
175.1 |
|
|
|
178.9 |
|
Other assets |
|
|
54.5 |
|
|
|
61.3 |
|
Total assets |
|
$ |
898.9 |
|
|
$ |
1,043.6 |
|
Liabilities, temporary equity and stockholders’
deficit |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable |
|
$ |
90.4 |
|
|
$ |
142.9 |
|
Accrued liabilities |
|
|
60.1 |
|
|
|
70.8 |
|
Current portion of debt obligations |
|
|
50.2 |
|
|
|
30.5 |
|
Contract liabilities |
|
|
72.8 |
|
|
|
153.5 |
|
Other current liabilities |
|
|
15.8 |
|
|
|
16.1 |
|
Total current liabilities |
|
|
289.3 |
|
|
|
413.8 |
|
Deferred tax liability |
|
|
4.3 |
|
|
|
4.1 |
|
Debt obligations |
|
|
638.3 |
|
|
|
679.3 |
|
Other liabilities |
|
|
77.2 |
|
|
|
82.7 |
|
Total liabilities |
|
|
1,009.1 |
|
|
|
1,179.9 |
|
Commitments and contingencies |
|
|
|
|
Temporary equity |
|
|
|
|
Preferred Stock Series A-3 and Preferred Stock Series A-4, $0.001
par value |
|
|
16.1 |
|
|
|
16.4 |
|
Shares authorized: 20,000,000 as of both June 30, 2024 and
December 31, 2023 |
|
|
|
|
Shares issued and outstanding: 6,125 of Series A-3 and 10,000 of
Series A-4 as of both June 30, 2024 and December 31, 2023 |
|
|
|
|
Redeemable non-controlling interest |
|
|
(0.2 |
) |
|
|
(1.0 |
) |
Total temporary equity |
|
|
15.9 |
|
|
|
15.4 |
|
Stockholders’ deficit |
|
|
|
|
Common stock, $0.001 par value |
|
|
0.1 |
|
|
|
0.1 |
|
Shares authorized: 250,000,000 and 160,000,000 as of June 30,
2024 and December 31, 2023, respectively |
|
|
|
|
Shares issued: 132,017,923 and 80,722,983 as of June 30, 2024
and December 31, 2023, respectively |
|
|
|
|
Shares outstanding: 130,529,931 and 79,234,991 as of June 30,
2024 and December 31, 2023, respectively |
|
|
|
|
Additional paid-in capital |
|
|
348.3 |
|
|
|
328.2 |
|
Treasury stock, at cost: 1,487,992 shares as of both June 30,
2024 and December 31, 2023 |
|
|
(5.4 |
) |
|
|
(5.4 |
) |
Accumulated deficit |
|
|
(490.3 |
) |
|
|
(487.3 |
) |
Accumulated other comprehensive loss |
|
|
(1.7 |
) |
|
|
(1.1 |
) |
Total INNOVATE Corp. stockholders’ deficit |
|
|
(149.0 |
) |
|
|
(165.5 |
) |
Non-controlling interest |
|
|
22.9 |
|
|
|
13.8 |
|
Total stockholders’ deficit |
|
|
(126.1 |
) |
|
|
(151.7 |
) |
Total liabilities, temporary equity and stockholders’
deficit |
|
$ |
898.9 |
|
|
$ |
1,043.6 |
|
|
INNOVATE CORP.RECONCILIATION OF NET INCOME
(LOSS) TO ADJUSTED EBITDA(Unaudited) |
|
(in millions) |
|
Three Months Ended June 30, 2024 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-Operating Corporate |
|
Other and Eliminations |
|
INNOVATE |
Net income (loss) attributable to INNOVATE Corp. |
|
$ |
21.0 |
|
|
$ |
(3.8 |
) |
|
$ |
(5.0 |
) |
|
$ |
2.1 |
|
|
$ |
0.1 |
|
|
$ |
14.4 |
|
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2.9 |
|
|
|
0.1 |
|
|
|
1.3 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
4.4 |
|
Depreciation and amortization (included in cost of revenue) |
|
|
3.8 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.9 |
|
Other operating (income) loss |
|
|
(10.5 |
) |
|
|
— |
|
|
|
0.1 |
|
|
|
(0.1 |
) |
|
|
— |
|
|
|
(10.5 |
) |
Interest expense |
|
|
2.0 |
|
|
|
1.0 |
|
|
|
3.4 |
|
|
|
10.1 |
|
|
|
— |
|
|
|
16.5 |
|
Other (income) expense, net |
|
|
(0.3 |
) |
|
|
(0.3 |
) |
|
|
2.1 |
|
|
|
(1.6 |
) |
|
|
(0.1 |
) |
|
|
(0.2 |
) |
Income tax expense (benefit) |
|
|
10.9 |
|
|
|
— |
|
|
|
— |
|
|
|
(13.4 |
) |
|
|
— |
|
|
|
(2.5 |
) |
Non-controlling interest |
|
|
2.0 |
|
|
|
(2.0 |
) |
|
|
(0.5 |
) |
|
|
— |
|
|
|
— |
|
|
|
(0.5 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
0.4 |
|
Restructuring and exit costs |
|
|
0.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.7 |
|
Acquisition and disposition costs |
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Adjusted EBITDA |
|
$ |
32.5 |
|
|
$ |
(4.8 |
) |
|
$ |
1.5 |
|
|
$ |
(2.5 |
) |
|
$ |
— |
|
|
$ |
26.7 |
|
(in millions) |
|
Three Months Ended June 30, 2023 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-Operating Corporate |
|
Other and Eliminations |
|
INNOVATE |
Net income (loss) attributable to INNOVATE Corp. |
|
$ |
7.0 |
|
|
$ |
(2.9 |
) |
|
$ |
(5.3 |
) |
|
$ |
(8.2 |
) |
|
$ |
(0.5 |
) |
|
$ |
(9.9 |
) |
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
4.1 |
|
|
|
0.1 |
|
|
|
1.3 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
5.6 |
|
Depreciation and amortization (included in cost of revenue) |
|
|
4.0 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.1 |
|
Other operating loss |
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Interest expense |
|
|
3.4 |
|
|
|
0.7 |
|
|
|
3.4 |
|
|
|
8.8 |
|
|
|
— |
|
|
|
16.3 |
|
Other (income) expense, net |
|
|
(0.3 |
) |
|
|
(0.1 |
) |
|
|
1.9 |
|
|
|
(1.9 |
) |
|
|
0.1 |
|
|
|
(0.3 |
) |
Income tax expense (benefit) |
|
|
3.8 |
|
|
|
— |
|
|
|
— |
|
|
|
(2.6 |
) |
|
|
— |
|
|
|
1.2 |
|
Non-controlling interest |
|
|
0.7 |
|
|
|
(1.9 |
) |
|
|
(0.6 |
) |
|
|
— |
|
|
|
— |
|
|
|
(1.8 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.7 |
|
Restructuring and exit costs |
|
|
0.5 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
Acquisition and disposition costs |
|
|
0.2 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
(0.2 |
) |
|
|
(0.1 |
) |
|
|
— |
|
Adjusted EBITDA |
|
$ |
23.5 |
|
|
$ |
(3.9 |
) |
|
$ |
0.8 |
|
|
$ |
(3.4 |
) |
|
$ |
(0.5 |
) |
|
$ |
16.5 |
|
(in millions) |
|
Six Months Ended June 30, 2024 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-Operating Corporate |
|
Other and Eliminations |
|
INNOVATE |
Net income (loss) attributable to INNOVATE Corp. |
|
$ |
25.4 |
|
|
$ |
(8.3 |
) |
|
$ |
(9.8 |
) |
|
$ |
(10.4 |
) |
|
$ |
0.1 |
|
|
$ |
(3.0 |
) |
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
5.9 |
|
|
|
0.2 |
|
|
|
2.6 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
8.8 |
|
Depreciation and amortization (included in cost of revenue) |
|
|
7.8 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7.9 |
|
Other operating (income) loss |
|
|
(8.9 |
) |
|
|
— |
|
|
|
0.1 |
|
|
|
0.2 |
|
|
|
— |
|
|
|
(8.6 |
) |
Interest expense |
|
|
4.7 |
|
|
|
1.9 |
|
|
|
6.8 |
|
|
|
20.3 |
|
|
|
— |
|
|
|
33.7 |
|
Other (income) expense, net |
|
|
(1.1 |
) |
|
|
1.7 |
|
|
|
4.1 |
|
|
|
(3.6 |
) |
|
|
(0.1 |
) |
|
|
1.0 |
|
Income tax expense (benefit) |
|
|
13.4 |
|
|
|
— |
|
|
|
— |
|
|
|
(12.6 |
) |
|
|
— |
|
|
|
0.8 |
|
Non-controlling interest |
|
|
2.4 |
|
|
|
(4.8 |
) |
|
|
(0.8 |
) |
|
|
— |
|
|
|
— |
|
|
|
(3.2 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
0.6 |
|
|
|
— |
|
|
|
0.8 |
|
Restructuring and exit costs |
|
|
1.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.2 |
|
Acquisition and disposition costs |
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
Adjusted EBITDA |
|
$ |
50.8 |
|
|
$ |
(9.0 |
) |
|
$ |
3.1 |
|
|
$ |
(5.4 |
) |
|
$ |
— |
|
|
$ |
39.5 |
|
(in millions) |
|
Six Months Ended June 30, 2023 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-Operating Corporate |
|
Other and Eliminations |
|
INNOVATE |
Net income (loss) attributable to INNOVATE Corp. |
|
$ |
9.0 |
|
|
$ |
(5.7 |
) |
|
$ |
(10.3 |
) |
|
$ |
(20.1 |
) |
|
$ |
8.2 |
|
|
$ |
(18.9 |
) |
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
9.0 |
|
|
|
0.2 |
|
|
|
2.6 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
11.9 |
|
Depreciation and amortization (included in cost of revenue) |
|
|
7.9 |
|
|
|
0.1 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8.0 |
|
Other operating income |
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
Interest expense |
|
|
6.8 |
|
|
|
1.2 |
|
|
|
6.6 |
|
|
|
17.3 |
|
|
|
— |
|
|
|
31.9 |
|
Other (income) expense, net |
|
|
(0.5 |
) |
|
|
(4.0 |
) |
|
|
3.7 |
|
|
|
(3.5 |
) |
|
|
(12.5 |
) |
|
|
(16.8 |
) |
Income tax expense (benefit) |
|
|
4.9 |
|
|
|
— |
|
|
|
— |
|
|
|
(1.6 |
) |
|
|
(1.2 |
) |
|
|
2.1 |
|
Non-controlling interest |
|
|
0.9 |
|
|
|
(3.8 |
) |
|
|
(1.2 |
) |
|
|
— |
|
|
|
3.3 |
|
|
|
(0.8 |
) |
Share-based compensation expense |
|
|
— |
|
|
|
0.3 |
|
|
|
— |
|
|
|
0.9 |
|
|
|
— |
|
|
|
1.2 |
|
Restructuring and exit costs |
|
|
1.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1.0 |
|
Acquisition and disposition costs |
|
|
0.8 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
1.2 |
|
|
|
2.1 |
|
Adjusted EBITDA |
|
$ |
39.8 |
|
|
$ |
(11.7 |
) |
|
$ |
1.2 |
|
|
$ |
(6.9 |
) |
|
$ |
(1.0 |
) |
|
$ |
21.4 |
|
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