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INNOVATE (VATE) - 2025 Q3 - Quarterly Report

Debt Refinancing and Agreements - INNOVATE Corp. refinanced its debt in 2025, extending maturities and providing necessary capital for operations [230]. - DBMG secured a credit agreement for up to $220 million, including a $135 million revolving credit facility and an $85 million term loan, maturing on May 20, 2030 [231]. - Lancer Capital and R2 Technologies amended a senior secured promissory note, extending its maturity to August 1, 2026, with a principal amount of $43.5 million [234]. - Spectrum extended the maturity of its $69.7 million notes to September 30, 2026, incurring additional exit fees of $9.9 million [237]. - INNOVATE issued $360.4 million in 10.50% senior secured notes due February 1, 2027, as part of a debt exchange [239]. - The effective interest rate on the 10.50% 2027 Senior Secured Notes was 14.4% as of September 30, 2025 [297]. - The 2027 Convertible Notes, totaling $53.5 million, were issued at 100% of par and mature on March 1, 2027, with an effective interest rate of 11.1% [308]. - The total outstanding balance of DBMG's term loans was $83.9 million, with an effective interest rate of 7.87% as of September 30, 2025 [326]. - The Life Sciences segment has aggregate principal outstanding debt of $46.5 million with Lancer as of September 30, 2025 [328]. - The amended CGIC Note has a principal amount of $43.0 million, with an effective interest rate of 14.6% as of September 30, 2025 [320]. - The total principal outstanding debt for the Infrastructure segment was $104.1 million as of September 30, 2025 [323]. - The Non-Operating Corporate segment's principal indebtedness rose to $480.1 million as of September 30, 2025, compared to $429.9 million as of December 31, 2024, marking an increase of $50.2 million [350]. Financial Performance - Revenue for the three months ended September 30, 2025, increased by $104.9 million to $347.1 million compared to $242.2 million for the same period in 2024, primarily driven by the Infrastructure segment [243]. - Revenue for the nine months ended September 30, 2025, decreased by $7.2 million to $863.3 million from $870.5 million for the same period in 2024, mainly due to the Infrastructure segment [244]. - Income from operations for the three months ended September 30, 2025, increased by $0.2 million to $6.1 million from $5.9 million for the same period in 2024 [245]. - Income from operations for the nine months ended September 30, 2025, decreased by $23.1 million to $14.4 million from $37.5 million for the same period in 2024 [246]. - Interest expense for the three months ended September 30, 2025, increased by $2.2 million to $23.4 million from $21.2 million for the same period in 2024 [247]. - Interest expense for the nine months ended September 30, 2025, increased by $10.1 million to $65.0 million from $54.9 million for the same period in 2024 [248]. - Adjusted EBITDA for the three months ended September 30, 2025, increased by $3.0 million to $19.8 million from $16.8 million for the same period in 2024 [282]. - Adjusted EBITDA for the nine months ended September 30, 2025, decreased by $13.6 million to $42.7 million from $56.3 million for the same period in 2024 [282]. Segment Performance - Life Sciences Segment revenue for the three months ended September 30, 2025, increased by $0.1 million to $3.1 million from $3.0 million for the same period in 2024, attributed to R2 Technologies [264]. - Life Sciences Segment revenue for the nine months ended September 30, 2025, increased by $3.7 million to $9.4 million from $5.7 million for the same period in 2024, driven by increased unit sales outside North America [265]. - Spectrum Segment revenue for the three months ended September 30, 2025, decreased by $0.8 million to $5.6 million from $6.4 million for the same period in 2024, primarily due to customer terminations and a downturn in the advertising market [268]. - For the nine months ended September 30, 2025, Spectrum Segment revenue decreased by $1.4 million to $17.5 million from $18.9 million for the same period in 2024, also driven by customer terminations [269]. - Net income from the Infrastructure segment for Q3 2025 increased by $2.6 million to $8.8 million compared to $6.2 million in Q3 2024 [284]. - Net loss from the Life Sciences segment for Q3 2025 decreased by $1.4 million to $4.6 million from $6.0 million in Q3 2024 [285]. - Net loss from the Spectrum segment for Q3 2025 increased by $0.3 million to $5.9 million from $5.6 million in Q3 2024 [286]. Cash Flow and Capital Expenditures - Cash provided by operating activities improved to $45.5 million for the nine months ended September 30, 2025, compared to cash used of $32.3 million in the same period of 2024, marking a $77.8 million improvement [364]. - Cash used in investing activities increased to $15.1 million for the nine months ended September 30, 2025, up from $4.0 million in the same period of 2024, reflecting a net increase of $11.1 million [365]. - Cash used in financing activities was $44.1 million for the nine months ended September 30, 2025, compared to cash provided of $6.4 million in the same period of 2024, an increase of $50.5 million [366]. - Capital expenditures totaled $18.6 million for the nine months ended September 30, 2025, compared to $11.8 million in the same period of 2024 [362]. Strategic Alternatives and Concerns - The company is evaluating strategic alternatives, including potential acquisitions and divestitures, to optimize its capital structure [228]. - The company has substantial doubt about its ability to continue as a going concern within one year after the issuance of the financial statements [356]. - The company faces substantial doubt about its ability to continue as a going concern due to upcoming maturities of corporate debt and potential breaches of covenants [357]. - Management plans to explore asset sales and raise additional capital to alleviate financial conditions, but there are no assurances of success [359]. - The company is exploring future acquisitions and may require additional equity or debt financing to support expansion [367]. Market and Operational Risks - The company's operations are subject to cyclical patterns, with performance potentially affected by project delays and economic conditions [224]. - The company highlighted the potential inability to generate sufficient liquidity, margins, earnings per share, and cash flow from its operating segments [376]. - INNOVATE Corp. faces risks related to the passing of key personnel, including the former CEO, which may impact management transition [376]. - The company is concerned about the effects of geopolitical events, such as conflicts in the Middle East and Ukraine, on financial markets and economic conditions [376]. - DBM Global Inc. noted potential adverse impacts from weather affecting project performance and completion timelines, leading to increased costs [378]. - The Life Sciences segment of DBM Global Inc. may struggle to refinance existing debt or raise additional capital when needed [378]. - HC2 Broadcasting Holdings Inc. cautioned against undue reliance on forward-looking statements, emphasizing the uncertainty of future outcomes [379].