INNOVATE Corp. (NYSE:VATE) Q2 2022 Earnings Conference Call August 3, 2022 4:30 PM ET Company Participants Anthony Rozmus - Investor Relations Avie Glazer - Chairman Wayne Barr - Chief Executive Officer Michael Sena - Chief Financial Officer Conference Call Participants Brian Charles - R.W. Pressprich Operator Good afternoon, and welcome to INNOVATE Corp.'s Second Quarter 2022 Earnings Conference Call. All participants’ will be in a listen-only mode. After preapred remarks and presentation there will be a q ...

INNOVATE Corp. INNOVATE Q2 2022 Earnings Release Supplement August 3, 2022 © INNOVATE Corp. 2022 Safe Harbor Disclaimers Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This presentation 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 ...

[PART I: FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%3A%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, and disclosures on market risk and internal controls [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company reported significant revenue growth for Q2 and H1 2022, primarily from Infrastructure, but continued to post net losses and a stockholders' deficit, with negative operating cash flow [Condensed Consolidated Statements of Operations](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2022 vs Q2 2021 Performance (in millions) | Metric | Q2 2022 | Q2 2021 | | :--- | :--- | :--- | | **Revenue** | $392.2 | $243.8 | | **Gross Profit** | $50.3 | $36.4 | | **(Loss) from Operations** | $(0.4) | $(7.7) | | **Loss from Continuing Operations** | $(13.9) | $(23.7) | | **Net Loss** | $(13.9) | $(25.2) | | **Net Loss Attributable to INNOVATE Corp.** | $(12.4) | $(23.5) | | **Basic & Diluted Loss Per Share** | $(0.18) | $(0.31) | H1 2022 vs H1 2021 Performance (in millions) | Metric | H1 2022 | H1 2021 | | :--- | :--- | :--- | | **Revenue** | $805.0 | $415.6 | | **Gross Profit** | $100.1 | $66.9 | | **Income (Loss) from Operations** | $0.3 | $(18.6) | | **Loss from Continuing Operations** | $(28.0) | $(66.6) | | **Net Loss** | $(28.0) | $(16.2) | | **Net Loss Attributable to INNOVATE Corp.** | $(24.8) | $(10.9) | | **Basic & Diluted Loss Per Share** | $(0.35) | $(0.15) | - The significant increase in revenue for both the three and six-month periods ended June 30, 2022, was primarily driven by the Infrastructure segment[212](index=212&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Balance Sheet Summary (in millions) | Account | June 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Current Assets** | $482.3 | $442.6 | | **Total Assets** | $1,106.4 | $1,080.6 | | **Total Current Liabilities** | $461.7 | $439.5 | | **Total Liabilities** | $1,125.5 | $1,068.7 | | **Total Stockholders' Deficit** | $(84.1) | $(56.2) | - The company's total liabilities of **$1.126 billion** exceeded its total assets of **$1.106 billion**, resulting in a total stockholders' deficit of **$84.1 million** as of June 30, 2022[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for Six Months Ended June 30 (in millions) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | **Net cash used in operating activities** | $(42.7) | $(0.4) | | **Net cash used in investing activities** | $(11.5) | $(31.2) | | **Net cash provided by financing activities** | $34.8 | $66.0 | - Cash used in operating activities increased significantly in H1 2022 compared to H1 2021, primarily due to changes in working capital components like accounts receivable and contract assets[19](index=19&type=chunk) - Cash used in investing activities decreased in H1 2022, mainly because the prior year period included **$128.5 million** paid for acquisitions, net of cash acquired[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company operates through three reportable segments: Infrastructure (DBMG), Life Sciences (Pansend), and Spectrum (Broadcasting)[23](index=23&type=chunk) - The company believes it can meet its liquidity requirements for the next twelve months through available cash and distributions from subsidiaries, but acknowledges risks and potential needs for additional capital or asset sales[33](index=33&type=chunk) - The company is involved in several legal proceedings, including a VAT assessment, a stockholder class action against DBMG (FVI Action), and a stockholder derivative litigation against DTV (Bocock, et al), with management believing the ultimate outcome will not have a material effect on its financial position[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[140](index=140&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes significant revenue growth to the Infrastructure segment, with narrowed operating losses, while managing liquidity through subsidiary distributions and addressing debt covenant compliance - Revenue for Q2 2022 increased by **$148.4 million** year-over-year, primarily due to the Infrastructure segment's acquisition of Banker Steel on May 27, 2021, and increased market demand[212](index=212&type=chunk) - The loss from operations for Q2 2022 decreased to **$0.4 million** from **$7.7 million** in Q2 2021, driven by improved profitability in the Infrastructure segment and reduced corporate expenses, partially offset by an asset impairment in the Spectrum segment[213](index=213&type=chunk) - As of June 30, 2022, the company had **$24.9 million** in consolidated cash and cash equivalents, with the Non-Operating Corporate segment holding **$3.6 million** of this total[262](index=262&type=chunk) [Results of Operations](index=47&type=section&id=Results%20of%20Operations) Consolidated Results of Operations (in millions) | Line Item | Q2 2022 | Q2 2021 | Change | H1 2022 | H1 2021 | Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Total Revenue** | $392.2 | $243.8 | $148.4 | $805.0 | $415.6 | $389.4 | | **Total (loss) income from operations** | $(0.4) | $(7.7) | $7.3 | $0.3 | $(18.6) | $18.9 | | **Loss from continuing operations** | $(11.9) | $(21.1) | $9.2 | $(24.4) | $(62.9) | $38.5 | | **Net loss attributable to INNOVATE Corp.** | $(12.4) | $(23.5) | $11.1 | $(24.8) | $(10.9) | $(13.9) | [Segment Results of Operations](index=48&type=section&id=Segment%20Results%20of%20Operations) - **Infrastructure:** Revenue for Q2 2022 increased by **$150.1 million** YoY, primarily driven by the Banker Steel acquisition, which contributed an incremental **$105.4 million**[222](index=222&type=chunk) - **Life Sciences:** Revenue for Q2 2022 decreased slightly by **$0.2 million** YoY, and the segment's operating loss widened to **$5.2 million** from **$4.5 million**, driven by higher SG&A expenses at R2 Technologies[229](index=229&type=chunk) - **Spectrum:** Revenue for Q2 2022 decreased by **$1.5 million** YoY due to lower advertising revenues at the Azteca network, and the segment swung to an operating loss of **$3.1 million** from a **$1.4 million** income, partly due to a **$1.7 million** asset impairment[233](index=233&type=chunk)[237](index=237&type=chunk) - **Non-operating Corporate:** The operating loss for Q2 2022 narrowed to **$3.9 million** from **$6.6 million** YoY, mainly due to a settlement expense for the company's former CEO accrued in the prior period and lower legal fees[239](index=239&type=chunk) [Non-GAAP Financial Measures and Other Information](index=53&type=section&id=Non-GAAP%20Financial%20Measures%20and%20Other%20Information) Adjusted EBITDA by Segment (in millions) | Segment | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | **Infrastructure** | $20.9 | $13.9 | $41.4 | $25.2 | | **Life Sciences** | $(7.5) | $(6.1) | $(13.3) | $(12.3) | | **Spectrum** | $0.4 | $2.7 | $1.7 | $3.5 | | **Non-Operating Corporate** | $(3.4) | $(5.7) | $(8.0) | $(9.7) | | **Other and Eliminations** | $1.7 | $1.7 | $1.8 | $0.8 | | **Total Adjusted EBITDA** | **$12.1** | **$6.5** | **$23.6** | **$7.5** | - The Infrastructure segment's backlog was **$1.485 billion** at June 30, 2022[260](index=260&type=chunk) [Liquidity and Capital Resources](index=57&type=section&id=Liquidity%20and%20Capital%20Resources) - Consolidated cash and cash equivalents decreased to **$24.9 million** at June 30, 2022, from **$45.5 million** at December 31, 2021[262](index=262&type=chunk) - Consolidated principal indebtedness increased by **$39.1 million** to **$669.9 million** during the first half of 2022, mainly due to a **$57.3 million** increase in DBMG's line of credit to fund working capital[264](index=264&type=chunk) - The company was out of compliance with the Fixed Coverage Ratio covenant for its Infrastructure segment's UMB Revolving Line as of June 30, 2022, but finalized an amended agreement on August 2, 2022, which included a retrospective change that brought it back into compliance[91](index=91&type=chunk)[285](index=285&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reported no quantitative and qualitative disclosures about market risk for the period - The report states there are no quantitative and qualitative disclosures about market risk[318](index=318&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2022, the company's disclosure controls and procedures were effective[319](index=319&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[320](index=320&type=chunk) [PART II. OTHER INFORMATION](index=54&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings and exhibits filed with the financial report [Legal Proceedings](index=54&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various claims and legal proceedings arising in the ordinary course of business, which management believes will not materially affect its financial statements - The company is subject to claims and legal proceedings that arise in the ordinary course of business but does not believe they will have a material adverse effect on its financial statements, with more details available in Note 13[321](index=321&type=chunk) [Exhibits](index=55&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The exhibits filed with the report include certifications from the CEO and CFO under Rule 13a-14(a)/15d-14(a) and Section 1350, as well as XBRL financial data[323](index=323&type=chunk)

INNOVATE Corp. (NYSE:VATE) Q1 2022 Earnings Conference Call May 4, 2022 4:30 PM ET Company Participants Wayne Barr Jr. - CEO Michael Sena - CFO Anthony Rozmus - Investor Relations Avie Glazer - Chairman Conference Call Participants Brian Charles - R.W. Pressprich Operator Good afternoon and welcome to INNOVATE Corp's First Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. After prepared remarks and presentation, there will be a question-and-answer session. Please note th ...

INNOVATE Corp. INNOVATE Q1 2022 Earnings Release Supplement May 4, 2022 © INNOVATE Corp. 2022 Safe Harbor Disclaimers Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This presentation 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 ...

PART I [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's Q1 2022 financial statements reflect significant revenue growth to **$412.8 million**, a net loss of **$14.1 million**, and increased total assets and liabilities Condensed Consolidated Statements of Operations | Financial Metric | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :--- | :--- | :--- | | **Revenue** | $412.8 | $171.8 | | **Gross Profit** | $49.8 | $30.5 | | **Income (Loss) from Operations** | $0.7 | $(10.9) | | **Loss from Continuing Operations** | $(14.1) | $(42.9) | | **Net (Loss) Income** | $(14.1) | $9.0 | | **Diluted (Loss) Per Share - Continuing Operations** | $(0.18) | $(0.51) | - The significant increase in revenue was primarily driven by the Infrastructure segment. The net loss in Q1 2022 contrasts with net income in Q1 2021, which was bolstered by **$51.9 million** in income from discontinued operations, including a **$40.4 million** gain on disposal[10](index=10&type=chunk) Condensed Consolidated Balance Sheets | Balance Sheet Item | March 31, 2022 (in millions) | December 31, 2021 (in millions) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $26.4 | $45.5 | | **Total current assets** | $476.6 | $442.6 | | **Total assets** | $1,112.2 | $1,080.6 | | **Total current liabilities** | $441.5 | $439.5 | | **Debt obligations (Current + Long-term)** | $681.1 | $626.3 | | **Total liabilities** | $1,115.3 | $1,068.7 | | **Total stockholders' deficit** | $(69.3) | $(56.2) | Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2022 (in millions) | Three Months Ended March 31, 2021 (in millions) | | :--- | :--- | :--- | | **Cash used in operating activities** | $(63.4) | $(2.5) | | **Cash (used in) provided by investing activities** | $(7.4) | $67.9 | | **Cash provided by (used in) financing activities** | $51.2 | $(35.9) | | **Net change in cash, cash equivalents and restricted cash** | $(19.1) | $10.9 | - The increase in cash used in operating activities was primarily due to changes in working capital. The significant shift in investing activities from providing cash to using cash was mainly because the prior year period included **$71.2 million** in proceeds from dispositions[19](index=19&type=chunk) Notes to Condensed Consolidated Financial Statements - The company operates as a diversified holding company with three reportable segments: Infrastructure (DBMG), Life Sciences (Pansend), and Spectrum (Broadcasting)[22](index=22&type=chunk)[23](index=23&type=chunk) - The results of Beyond6, Inc. ("Beyond6") and Continental Insurance Group ("CIG") are reported as discontinued operations following their sales[42](index=42&type=chunk) - On March 15, 2021, the company's subsidiary DBMG entered into an agreement to acquire 100% of Banker Steel Holdco LLC for **$145.0 million**, which closed on May 27, 2021[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes **140% revenue growth** to the Infrastructure segment, with operating income turning positive and Adjusted EBITDA significantly increasing, despite decreased corporate liquidity and increased consolidated debt for working capital Results of Operations - Revenue for Q1 2022 increased by **$241.0 million (140%)** to **$412.8 million**, primarily due to the Infrastructure segment's acquisition of Banker Steel in Q2 2021 and increased market demand[203](index=203&type=chunk) - Income from operations improved by **$11.6 million** to **$0.7 million** in Q1 2022 from a loss of **$10.9 million** in Q1 2021, largely driven by the contribution from Banker Steel and reduced corporate legal expenses[204](index=204&type=chunk) - Interest expense decreased by **$8.8 million** to **$12.6 million**, mainly due to the refinancing of Non-Operating Corporate's senior secured notes in Q1 2021[205](index=205&type=chunk) Segment Results of Operations | Segment | Q1 2022 Revenue (in millions) | Q1 2021 Revenue (in millions) | Q1 2022 Operating Income (Loss) (in millions) | Q1 2021 Operating Income (Loss) (in millions) | | :--- | :--- | :--- | :--- | :--- | | **Infrastructure** | $402.2 | $161.3 | $11.9 | $2.2 | | **Life Sciences** | $0.8 | $0.0 | $(5.0) | $(4.8) | | **Spectrum** | $9.8 | $10.5 | $(0.4) | $(1.2) | | **Non-operating Corporate** | N/A | N/A | $(5.7) | $(6.7) | - The Infrastructure segment's revenue growth was driven by the Banker Steel acquisition, which contributed an incremental **$136.1 million**[211](index=211&type=chunk) - The Spectrum segment's operating loss narrowed due to a decrease in salaries and severance expense, despite a slight revenue decline from lower advertising at the Azteca network[220](index=220&type=chunk)[222](index=222&type=chunk) Non-GAAP Financial Measures and Other Information | Segment | Q1 2022 Adjusted EBITDA (in millions) | Q1 2021 Adjusted EBITDA (in millions) | | :--- | :--- | :--- | | **Infrastructure** | $20.5 | $11.3 | | **Life Sciences** | $(5.8) | $(6.2) | | **Spectrum** | $1.3 | $0.8 | | **Non-Operating Corporate** | $(4.6) | $(4.0) | | **Total Adjusted EBITDA** | **$11.5** | **$1.0** | - The significant increase in total Adjusted EBITDA was primarily driven by the Infrastructure segment, which benefited from the Banker Steel acquisition and higher sales at its fabrication and erection business[230](index=230&type=chunk) Liquidity and Capital Resources - As of March 31, 2022, the company had **$26.4 million** in consolidated cash and cash equivalents, down from **$45.5 million** at year-end 2021. The Non-Operating Corporate segment held **$5.3 million** of this cash[239](index=239&type=chunk) - Consolidated indebtedness increased by **$53.8 million** during the quarter to **$684.6 million**, mainly due to a **$60.0 million** draw on DBMG's line of credit to fund working capital[242](index=242&type=chunk) - Management believes it can meet liquidity needs for at least the next twelve months through available cash and distributions from subsidiaries, but notes that such distributions are subject to various factors and restrictions[245](index=245&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company did not provide any quantitative or qualitative disclosures about market risk in this report - The report states "None" for this item, indicating no new or updated disclosures regarding market risk for the period[298](index=298&type=chunk) [Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of March 31, 2022, with no material changes to internal controls - Based on an evaluation as of the end of the period, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[299](index=299&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[300](index=300&type=chunk) PART II: OTHER INFORMATION [Legal Proceedings](index=61&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, but management does not anticipate any material adverse effect on its financial statements - The company is subject to ordinary course claims and legal proceedings but does not believe any pending matters will have a material adverse effect on its Condensed Consolidated Financial Statements[301](index=301&type=chunk) - A liability is recorded when a loss is considered probable and can be reasonably estimated. For more detailed information, the report refers to Note 13, "Commitments and Contingencies"[301](index=301&type=chunk) [Exhibits](index=63&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include CEO and CFO certifications as required by the Sarbanes-Oxley Act and financial data formatted in XBRL - The exhibits filed with this report include certifications from the Chief Executive Officer and Chief Financial Officer under Rule 13a-14(a)/15d-14(a) and Section 1350[304](index=304&type=chunk) - Financial statements and notes are also provided in extensible business reporting language (XBRL) format as an exhibit[304](index=304&type=chunk)

INNOVATE Corp. INNOVATE Q4 2021 Earnings Release Supplement March 9, 2022 © INNOVATE Corp. 2022 Safe Harbor Disclaimers Cautionary Statement Regarding Forward-Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This presentation 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 a ...

INNOVATE Corp. (NYSE:VATE) Q4 2021 Earnings Conference Call March 9, 2022 4:30 PM ET Company Participants Wayne Barr Jr. – President and Chief Executive Officer Michael Sena – Chief Finance Officer Anthony Rozmus – Investor Relations Avie Glazer – Chairman Conference Call Participants Brian Charles – R.W. Pressprich Operator Good afternoon and welcome to INNOVATE Corp's Fourth Quarter and Full Year 2021 Earnings conference call. All participants will be in a listen-only mode. After prepared remarks and pres ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-35210 INNOVATE CORP. (Exact name of registrant as specified in its charter) Delaware 54-1708481 (State or other jurisdiction of incorporation or organization) 295 Madison Avenue, ...

INNOVATE Corp. (NYSE:VATE) Q3 2021 Earnings Conference Call November 4, 2021 4:30 PM ET Company Participants Anthony Rozmus - Investor Relations Avie Glazer - Chairman Wayne Barr, Jr. - President and Chief Executive Officer Michael Sena - Chief Finance Officer Rustin Roach - President and Chief Executive Officer, DBM Global Conference Call Participants Nitin Sacheti - Papyrus Operator Good morning, and welcome to INNOVATE Corporation Third Quarter 2021 Earnings Call. During the presentation, all participant ...