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What changed in INNOVATE Corp.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of INNOVATE Corp.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+603 added−559 removedSource: 10-K (2025-03-31) vs 10-K (2024-03-06)

Top changes in INNOVATE Corp.'s 2024 10-K

603 paragraphs added · 559 removed · 387 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

101 edited+23 added−13 removed90 unchanged
Biggest changeWayne, IN 108 WCUH-LD LPTV Station W30EH-D LPTV Station W25FH-D LPTV Station WFWC-CD Class A Station WODP-LD LPTV Station Tyler - Longview- Nacogdoches, TX 109 KDKJ-LD LPTV Station KCEB Full Power Station KBJE-LD LPTV Station KKPD-LD LPTV Station KPKN-LD LPTV Station Augusta, GA - Aiken, SC 110 WIEF-LD LPTV Station Fargo - Valley City, ND 114 K15MR-D LPTV Station Yakima - Pasco - Richland - Kennewick, WA 116 K33EJ-D Class A Station K28QK-D LPTV Station Traverse City - Cadillac, MI 118 W36FH-D LPTV Station Eugene, OR 119 KORY-CD Class A Station K06QR-D LPTV Station Macon, GA 120 W28EU-D LPTV Station WJDO-LD LPTV Station Montgomery - Selma, AL 121 WDSF-LD LPTV Station WQAP-LD LPTV Station Santa Barbara - San Luis Obispo, CA 122 KLDF-CD Class A Station 15 KQMM-CD Class A Station KDFS-CD Class A Station KVMM-CD Class A Station KSBO-CD Class A Station KZDF-LD LPTV Station Peoria - Bloomington, IL 123 W27EQ-D LPTV Station Bakersfield, CA 124 KXBF-LD LPTV Station KTLD-CD Class A Station Lafayette, LA 125 K21OM-D LPTV Station Columbus, GA - Opelika - Auburn, AL 126 W29FD-D LPTV Station W31EU-D LPTV Station Wilmington, NC 128 WQDH-LD LPTV Station La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station Corpus Christi, TX 130 K21OC-D LPTV Station KCCX-LD LPTV Station K32OC-D LPTV Station KYDF-LD LPTV Station Amarillo, TX 131 KAUO-LD LPTV Station KLKW-LD LPTV Station Columbia - Jefferson City, MO 136 K35OY-D LPTV Station Topeka, KS 140 K35KX-D LPTV Station Lubbock, TX 141 K32OV-D LPTV Station KNKC-LD LPTV Station Palm Springs, CA 143 K21DO-D Class A Station Joplin, MO - Pittsburg, KS 151 KRLJ-LD LPTV Station KPJO-LD LPTV Station Bangor, ME 156 W32FS-D LPTV Station W20ER-D LPTV Station Biloxi-Gulfport, MS 157 W33EG-D LPTV Station Jackson, TN 175 WYJJ-LD LPTV Station Quincy, IL - Hannibal, MO - Keokuk, IA 176 WVDM-LD LPTV Station K14SU-D LPTV Station Bowling Green, KY 180 WKUT-LD LPTV Station WCZU-LD LPTV Station Puerto Rico NA WWKQ-LD LPTV Station NA WOST Full Power Station NA W20EJ-D LPTV Station NA W27DZ-D LPTV Station NA WQQZ-CD Class A Station (a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.
Biggest changeWayne, IN 110 W30EH-D LPTV Station W25FH-D LPTV Station WCUH-LD LPTV Station WFWC-CD Class A Station WODP-LD LPTV Station Fargo - Valley City, ND 113 K15MR-D LPTV Station Yakima - Pasco - Richland - Kennewick, WA 114 K33EJ-D Class A Station K28QK-D LPTV Station Traverse City - Cadillac, MI 116 W36FH-D LPTV Station Macon, GA 119 W28EU-D LPTV Station WJDO-LD LPTV Station Eugene, OR 120 K06QR-D LPTV Station KORY-CD Class A Station Montgomery - Selma, AL 121 WQAP-LD LPTV Station WDSF-LD LPTV Station Peoria - Bloomington, IL 122 W27EQ-D LPTV Station Santa Barbara - San Luis Obispo, CA 123 KDFS-CD Class A Station KLDF-CD Class A Station KQMM-CD Class A Station KSBO-CD Class A Station KVMM-CD Class A Station KZDF-LD LPTV Station Lafayette, LA 124 K21OM-D LPTV Station Bakersfield, CA 125 KTLD-CD Class A Station KXBF-LD LPTV Station Wilmington, NC 126 WQDH-LD LPTV Station Columbus, GA - Opelika - Auburn, AL 127 W31EU-D LPTV Station W29FD-D LPTV Station Monterey - Salinas, CA 128 K09AAF-D LPTV Station La Crosse - Eau Claire, WI 129 W23FC-D LPTV Station Corpus Christi, TX 130 K21OC-D LPTV Station K32OC-D LPTV Station KCCX-LD LPTV Station KYDF-LD LPTV Station Salisbury, MD 131 W35CS-D LPTV Station Amarillo, TX 132 KAUO-LD LPTV Station KLKW-LD LPTV Station Columbia - Jefferson City, MO 135 K35OY-D LPTV Station Lubbock, TX 140 K32OV-D LPTV Station KNKC-LD LPTV Station Topeka, KS 141 K35KX-D LPTV Station Palm Springs, CA 145 K21DO-D Class A Station Joplin, MO - Pittsburg, KS 151 KPJO-LD LPTV Station KRLJ-LD LPTV Station Bangor, ME 156 W20ER-D LPTV Station W32FS-D LPTV Station Biloxi-Gulfport, MS 158 W33EG-D LPTV Station Terre Haute, IN 159 W24FB-D LPTV Station Jackson, TN 174 WYJJ-LD LPTV Station Quincy, IL - Hannibal, MO - Keokuk, IA 175 K14SU-D LPTV Station WVDM-LD LPTV Station Bowling Green, KY 180 WCZU-LD LPTV Station Puerto Rico 213 WOST Full Power Station WWKQ-LD LPTV Station WQQZ-CD Class A Station 17 W20EJ-D LPTV Station W27DZ-D LPTV Station (a) Rankings are based on the relative size of a station’s Designated Market Area ("DMA") among the 210 generally recognized DMAs in the United States.
Lauderdale, FL 18 W16CC-D LPTV Station Cleveland - Akron - Canton, OH 19 WQDI-LD LPTV Station WUEK-LD LPTV Station WEKA-LD LPTV Station KONV-LD LPTV Station Sacramento - Stockton - Modesto, CA 20 KBIS-LD LPTV Station K04QR-D LPTV Station KFTY-LD LPTV Station KBTV-CD Class A Station KFKK-LD LPTV Station KAHC-LD LPTV Station KFMS-LD LPTV Station K12XJ-D LPTV Station Charlotte, NC 21 WVEB-LD LPTV Station W15EB-D Class A Station WHEH-LD LPTV Station Raleigh - Durham - Fayetteville, NC 22 WNCB-LD LPTV Station WIRP-LD LPTV Station Portland, OR 23 KOXI-CD Class A Station St.
Lauderdale, FL 18 W16CC-D LPTV Station Cleveland - Akron - Canton, OH 19 KONV-LD LPTV Station WEKA-LD LPTV Station WQDI-LD LPTV Station WUEK-LD LPTV Station Sacramento - Stockton - Modesto, CA 20 KFTY-LD LPTV Station K04QR-D LPTV Station K12XJ-D LPTV Station KAHC-LD LPTV Station KBIS-LD LPTV Station KBTV-CD Class A Station KFKK-LD LPTV Station KFMS-LD LPTV Station Charlotte, NC 21 W15EB-D Class A Station WVEB-LD LPTV Station WHEH-LD LPTV Station Raleigh - Durham - Fayetteville, NC 22 WIRP-LD LPTV Station WNCB-LD LPTV Station Portland, OR 23 KOXI-CD Class A Station St.
With its national footprint and cloud-based infrastructure, Broadcasting also expects to realize premium pricing for content distribution; and, • Broadcasting's growing revenue source is from providing national carriage to content providers.
With its national footprint and cloud-based infrastructure, Broadcasting also expects to realize premium pricing for content distribution; • Broadcasting's growing revenue source is from providing national carriage to content providers.
The way the model is created and shared, and the sequencing of its application, impacts the effective and efficient use of BIM for desired project outcomes and decision support; and • Bridge Steel Detailing: Utilizing industry leading technologies, DBM Vircon, through its wholly owned subsidiary, Candraft Detailing, provides steel detailing services for bridges which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, DSTV files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping.
The way the model is created and shared, and the sequencing of its application, impacts the effective and efficient use of BIM for desired project outcomes and decision support; and • Bridge Steel Detailing: Utilizing industry leading technologies, DBM Vircon, through its wholly-owned subsidiary, Candraft VSI, provides steel detailing services for bridges which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, DSTV files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping.
Services and Customers DBMG consists of five business units spread across diverse markets: Schuff Steel Company (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (industrial multi-discipline construction, modularization, steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).
Services and Customers DBMG consists of five business units spread across diverse markets: Schuff Steel Company ("SSC") (steel fabrication and erection), Banker Steel (steel fabrication and erection), DBM Vircon (steel detailing, rebar detailing, bridge detailing, BIM modeling services and BIM management services), the Aitken product line (manufacturing of equipment for the oil and gas industry), and GrayWolf (industrial multi-discipline construction, modularization, steel fabrication and erection, specialty facility maintenance, repair, and installation services, as well as management of smaller structural steel projects, leveraging subcontractors).
These services fall into four distinct groups: design-assist/design-build, pre-construction design and budgeting, fabrication, and erection: • Desi gn-Assist/ Design-Build : Using the latest technology, Banker Steel helps developers plan, schedule, model and price projects from start to finish resulting in cost-effective steel designs; • Pre-Construction/Design and Budgeting : Clients who contact Banker Steel in the early stages of planning can receive a detailed analysis of the structure and cost breakdown.
These services fall into four distinct groups: design-assist, pre-construction design and budgeting, fabrication, and erection: • Desi gn-Assist: Using the latest technology, Banker Steel helps developers plan, schedule, model and price projects from start to finish resulting in cost-effective steel designs; • Pre-Construction/Design and Budgeting : Clients who contact Banker Steel in the early stages of planning can receive a detailed analysis of the structure and cost breakdown.
DBMG believes it has benefited from being one of the largest players in a market that is highly fragmented across many small firms. DBMG achieves a highly efficient and cost-effective construction process by focusing on collaborating with all project participants and utilizing its extensive digital engineering, design-build and design-assist capabilities with its clients.
DBMG believes it has benefited from being one of the largest players in a market that is highly fragmented across many small firms. DBMG achieves a highly efficient and cost-effective construction process by focusing on collaborating with all project participants and utilizing its extensive digital engineering and design-assist capabilities with its clients.
MediBeacon fluorescent tracer agent-based monitoring systems hold promise in a range of potential medical applications, including: 1. Gastrointestinal permeability, which has the potential to transform management of autoimmune and inflammatory diseases, including Crohn’s disease. Grants from the Bill and Melinda Gates Foundation, in collaboration with scientists at Washington University School of Medicine in St.
MediBeacon fluorescent tracer agent-based monitoring systems hold promise in a range of potential medical applications, including: ◦ Gastrointestinal permeability, which has the potential to transform management of autoimmune and inflammatory diseases, including Crohn’s disease. Grants from the Bill and Melinda Gates Foundation, in collaboration with scientists at Washington University School of Medicine in St.
Its services including modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level; • Specialty construction solutions for processing markets: Customers in the pulp and paper, metals, mining and minerals, oil and gas and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment setting, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry; • Turnarounds, tank construction, and piping services: GrayWolf offers services including plant maintenance, specialty welding, piping systems, and tanks and vessels construction to the power, pulp and paper, refining, petrochemical, and water treatment markets in the Midwest, Mid-Atlantic, Southeast, and West Coast; • Custom steel fabrication and erection: GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast; and • Structural steel management: GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.
Its services include providing modularization, plant maintenance, specialty welding, equipment rigging and setting, and mechanical and electrical construction to customers in the power, industrial, petrochemical, water treatment, and refining markets at a national level; • Specialty construction solutions for processing markets: Customers in the pulp and paper, metals, mining and minerals, oil and gas and petrochemical markets utilize GrayWolf’s specialized solutions including plant maintenance, process piping, equipment setting, and tank and vessel fabrication and erection that are catered to the needs and specifications of the customer’s industry; • Turnarounds, tank construction, and piping services: GrayWolf offers services including plant maintenance, specialty welding, piping systems, and tanks and vessels construction to the power, pulp and paper, refining, petrochemical, and water treatment markets in the Midwest, Mid-Atlantic, Southeast, and West Coast; • Custom steel fabrication and erection: GrayWolf offers engineering, design, fabrication, modularization, erection and additional services to the heavy commercial and industrial markets in the Southwest, Midwest, Gulf Coast and Southeast; and • Structural steel management: GrayWolf provides turn-key steel fabrication and erection services with expertise in project management.
Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states. In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, Thailand, and the United Kingdom.
Headquartered in Phoenix, Arizona, DBMG has domestic operations in Alabama, Arizona, California, Florida, Georgia, Kansas, Kentucky, New Jersey, New York, Oregon, South Carolina, Texas, Utah, Virginia, and Washington with construction projects primarily located in the aforementioned states. In addition, DBMG has international operations in Australia, Canada, India, New Zealand, the Philippines, and the United Kingdom.
While we have measures in place to remain compliant, shortfalls in required programming for Full-Power stations and Class A stations may result in financial penalties levied by the FCC or, in worst cases, the loss of license. 17 Federal legislation and FCC rules have changed significantly in recent years and may continue to change.
While we have measures in place to remain compliant, shortfalls in required programming for Full-Power stations and Class A stations may result in financial penalties levied by the FCC or, in worst cases, the loss of license. Federal legislation and FCC rules have changed significantly in recent years and may continue to change.
There can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any agreement would be. Our strategic process includes a continual evaluation of our existing businesses which may include a sale of businesses or operating segments.
There can be no assurance that any of these discussions will result in a definitive agreement and, if they do, what the terms or timing of any agreement would be. Our strategic process includes a continual evaluation of our existing businesses which may include a sale or recapitalization of businesses or operating segments.
DBM Vircon provides steel detailing, rebar detailing, BIM modeling and BIM management services for industrial and infrastructure and commercial construction projects in Australia, New Zealand, Europe and North America. 5 • Steel Detailing: Utilizing industry leading technologies, DBM Vircon provides steel detailing services which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, NC files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping; • Rebar Detailing: These services, including rebar detailing and estimating, are delivered by a staff experienced in rebar installation and familiar with the construction practices and constructability issues that arise on project sites.
DBM Vircon provides steel detailing, rebar detailing, BIM modeling and BIM management services for industrial and infrastructure and commercial construction projects in Australia, New Zealand, Europe and North America. 6 • Steel Detailing: Utilizing industry leading technologies, DBM Vircon provides steel detailing services which include: shop drawings, erection plans, anchor bolt drawings, connection sketches, NC files for cutting and drilling, DXF files for plate work, field bolt lists, specialist reports and advance bill of material and piping; • Rebar Detailing: These services, including rebar detailing and estimating, are delivered by a staff experienced in rebar installation and familiar with the construction practices and constructability issues that arise on project sites.
The end result is turnkey-ready, structural steel solutions for its diverse client base; • Pre-Construction Design and Budgeting: Clients who contact SSC in the early stages of planning can receive an SSC-performed analysis of the structure and cost breakdown.
The end result is turnkey-ready, structural steel solutions for its diverse client base; 5 • Pre-Construction Design and Budgeting: Clients who contact SSC in the early stages of planning can receive an SSC-performed analysis of the structure and cost breakdown.
When used with R2 Dermabrasion Tips, the intended use includes general dermabrasion, scar revision, acne scar revision and tattoo removal. The Glacial Rx system effectively and comfortably addresses these conditions, leaving the skin with a smoother and brighter appearance with little downtime for the patient.
When used with R2 Technologies' Dermabrasion Tips, the intended use includes general dermabrasion, scar revision, acne scar revision and tattoo removal. The Glacial Rx system effectively and comfortably addresses these conditions, leaving the skin with a smoother and brighter appearance with little downtime for the patient.
Although DBMG has not incurred any material environmental related liability in the past and believes that it is in material compliance with environmental laws, there can be no assurance that DBMG, or entities for which it may be responsible, will not incur such liability in connection with the investigation and remediation of facilities it currently operates (or formerly owned or operated) or other locations in a manner that could materially and adversely affect its operations. 7 DBMG maintains commercial general liability insurance in the amount of $2.0 million per occurrence and $4.0 million in the aggregate.
Although DBMG has not incurred any material environmental related liability in the past and believes that it is in material compliance with environmental laws, there can be no assurance that DBMG, or entities for which it may be responsible, will not incur such liability in connection with the investigation and remediation of facilities it currently operates (or formerly owned or operated) or other locations in a manner that could materially and adversely affect its operations. 8 DBMG maintains commercial general liability insurance in the amount of $2.0 million per occurrence and $4.0 million in the aggregate.
Patent License Agreement On December 8, 2014, the Company entered into a Patent License Agreement with MGH, whereby R2 may use certain licensor assets and patent rights for the commercial development, manufacturing, distribution and use in products and processes.
Patent License Agreement On December 8, 2014, the Company entered into a Patent License Agreement with MGH, whereby R2 Technologies may use certain licensor assets and patent rights for the commercial development, manufacturing, distribution and use in products and processes.
Additionally, SSC can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of SSC-approved subcontractors; • Fabrication: Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 287,000 tons; • Erection: Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 and 2023 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures; and • BIM: SSC uses BIM on every project to manage its role efficiently.
Additionally, SSC can help clients manage steel subcontracts, providing clients with savings on raw steel purchases and giving them access to a variety of SSC-approved subcontractors; • Fabrication: Through its six fabrication shops in Arizona, California, Kansas, and Utah, SSC has one of the highest fabrication capacities in the United States, with approximately 1.1 million square feet under roof and a maximum annual fabrication capacity of approximately 279,000 tons; • Erection: Named the top steel erector in the United States for 2007, 2008, 2011, 2013-2020, and 2022, and the second top steel erector for 2021 and 2023 - 2024 by Engineering News-Record, SSC knows how to add value to its projects through the safe and efficient erection of steel structures; and • BIM: SSC uses BIM on every project to manage its role efficiently.
DBMG’s sales efforts are further supported by most of its executive officers, engineering, and strategic sales and marketing personnel, who have substantial experience in the design, detailing, modeling, fabrication, industrial construction, maintenance, and erection of structural steel and heavy steel plate. 6 DBMG competes for new project opportunities through its relationships and interaction with its active and prospective customer base which provides valuable current market information and sales opportunities.
DBMG’s sales efforts are further supported by most of its executive officers, engineering, and strategic sales and marketing personnel, who have substantial experience in the design, detailing, modeling, fabrication, industrial construction, maintenance, and erection of structural steel and heavy steel plate. 7 DBMG competes for new project opportunities through its relationships and interaction with its active and prospective customer base which provides valuable current market information and sales opportunities.
There can be no assurance that any of these discussions will result in a definitive agreement, and if they do, what the terms or timing of any agreement would be. 2 Competition From a strategic perspective, we encounter competition for acquisition and business opportunities from other entities having similar business objectives, such as strategic investors and private equity firms, which could lead to higher prices for acquisition targets.
There can be no assurance that any of these discussions will result in a definitive agreement, and if they do, what the terms or timing of any agreement would be. 3 Competition From a strategic perspective, we encounter competition for acquisition and business opportunities from other entities having similar business objectives, such as strategic investors and private equity firms, which could lead to higher prices for acquisition targets.
We consider many factors as we go through our evaluation, which include, but are not limited to, market factors and opportunity, growth prospects and internal needs. In connection with evaluating these strategic and business alternatives, we may at any time be engaged in ongoing discussions with respect to possible dispositions, mergers and public offerings of widely varying sizes.
We consider many factors as we go through our evaluation, which include, but are not limited to, market factors and opportunities, growth prospects and internal needs. In connection with evaluating these strategic and business alternatives, we may at any time be engaged in ongoing discussions with respect to possible dispositions, mergers and public offerings of widely varying sizes.
SSC believes that the variety of services it offers to its customers enhances its ability to obtain and successfully complete projects. These services fall into six distinct groups: design-assist/design-build, pre-construction design and budgeting, steel management, fabrication, erection, and BIM: 4 • Design-Assist/Design-Build: Using the latest technology and BIM, SSC works to provide clients with cost-effective steel designs.
SSC believes that the variety of services it offers to its customers enhances its ability to obtain and successfully complete projects. These services fall into six distinct groups: design-assist, pre-construction design and budgeting, steel management, fabrication, erection, and BIM: • Design-Assist: Using the latest technology and BIM, SSC works to provide clients with cost-effective steel designs.
As of December 31, 2023, our three operating platforms or reportable segments, based on management’s organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Our principal operating subsidiaries include the following assets: (i) DBM Global Inc.
As of December 31, 2024, our three operating platforms or reportable segments, based on management’s organization of the enterprise, are Infrastructure, Life Sciences and Spectrum, plus our Other segment, which includes businesses that do not meet the separately reportable segment thresholds. Our principal operating subsidiaries include the following assets: (i) DBM Global Inc.
This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers; • Expand and Diversify Revenue Base: DBMG is seeking to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.
This capability often enables DBMG to bid against fewer competitors in a less traditional, more negotiated selection process on these kinds of projects, thereby offering the potential for higher margins while providing overall cost savings and project flexibility and efficiencies to its customers; • Expand and Diversify Revenue Base: DBMG seeks to expand and diversify its revenue base by leveraging its long-term relationships with national and multi-national construction and engineering firms, national and regional accounts, original equipment manufacturers, industrial owners, and other customers.
DBMG pursues this objective with a strategy comprised of the following components: • Pursue Large, Value-Added Design-Build Projects: DBMG’s unique ability to offer design-build services, a full range of steel construction services and project management capabilities makes it a preferred partner for complex, design-build construction projects in the geographic regions it serves.
DBMG pursues this objective with a strategy comprised of the following components: • Pursue Large, Value-Added Projects: DBMG’s unique ability to offer a full range of steel construction services and project management capabilities makes it a preferred partner for complex construction projects in the geographic regions it serves.
We have broad discretion in selecting a business strategy for the Company. If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Science and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.
We have broad discretion in selecting a business strategy for the Company. If we elect to pursue an acquisition, while we intend to focus on Infrastructure, Life Sciences and Spectrum, we may exercise our broad discretion to identify and select an industry and the possible acquisition or business combination opportunity unrelated to our current operating segments.
DBMG believes that continuing to diversify its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects; 3 • Emphasize Innovative Services : DBMG focuses its building information modeling ("BIM"), digital engineering, design-build, engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.
DBMG believes that continuing to diversify its revenue base by completing projects - such as low-rise office buildings, healthcare facilities and other commercial and industrial structures - could reduce the impact of periodic adverse market or economic conditions, as well as the margin slippage that may accompany larger projects; 4 • Emphasize Innovative Services : DBMG focuses its building information modeling ("BIM"), digital engineering, detailing, fabrication, erection, and construction expertise on larger, more complex projects, where it typically experiences less competition and more advantageous negotiated contract opportunities.
Strategy Broadcasting’s strategy includes the following initiatives: • Broadcasting is principally designed to be a nationwide OTA distribution platform, targeting the growing number of OTA households in the U.S.; • Broadcasting's vision is to capitalize on the opportunities to bring valuable content to more viewers over-the-air and to position itself for the changing media landscape and to take advantage of the technology advances rapidly underway in the industry; • As of December 31, 2023, 245 operating stations are connected to Broadcasting's cloud-based IP backbone and can be operated and monitored remotely, allowing for substantial cost savings and operating efficiencies.
Strategy Broadcasting’s strategy includes the following initiatives: • Broadcasting is principally designed to be a nationwide OTA distribution platform, targeting the growing number of OTA households in the U.S.; • Broadcasting's vision is to capitalize on the opportunities to bring valuable content to more viewers over-the-air and to position itself for the changing media landscape and to take advantage of the technology advances rapidly underway in the industry; • As of December 31, 2024, 248 operating stations are connected to Broadcasting's cloud-based IP backbone and can be operated and monitored remotely, allowing for substantial cost savings and operating efficiencies.
On November 2022, MediBeacon and Huadong amended their existing agreements for Huadong to provide approximately $10 million in additional funding to MediBeacon including, at minimum, an additional $2.5 million in prepayment of future China royalties to accelerate other pre-commercialization activities.
In November 2022, MediBeacon and Huadong amended their existing agreements for Huadong to provide approximately $10 million in additional funding to MediBeacon including, at a minimum, an additional $2.5 million in prepayment of future China royalties to accelerate other pre-commercialization activities.
In 2018, FCC deregulation in TV broadcasting eliminated the need for full time employees and studio facilities in markets where Broadcasting operates Full-Power and Class A stations, thus allowing Broadcasting to operate these stations remotely at greater cost efficiency; • Broadcasting's major focus is to attract the highest quality content providers looking for nationwide distribution.
In 2018, Federal Communications Commission ("FCC") deregulation in TV broadcasting eliminated the need for full time employees and studio facilities in markets where Broadcasting operates Full-Power and Class A stations, thus allowing Broadcasting to operate these stations remotely at greater cost efficiency; • Broadcasting's major focus is to attract the highest quality content providers looking for nationwide distribution.
The companies enable best delivery of preconstruction, construction and operations services by leveraging the capabilities of the DBM Vircon (“Vircon”) business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services. In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.
The companies enable best delivery of pre-construction, construction and operations services by leveraging the capabilities of the DBM Vircon business, which provides construction modeling, rebar and steel detailing, industrial design, and digital engineering services. In addition, through its Aitken business ("Aitken"), DBMG manufactures pressure vessels, strainers, filters, separators and a variety of customized products.
As of December 31, 2023, most of DBMG’s collective bargaining agreements are subject to automatic annual or other renewal unless either party elects to terminate the agreement on the scheduled expiration date.
As of December 31, 2024, most of DBMG’s collective bargaining agreements are subject to automatic annual or other renewal unless either party elects to terminate the agreement on the scheduled expiration date.
Broadcast Operations Broadcasting carries approximately 63 networks on its stations, distributing content across the U.S. Broadcasting provides free OTA programming to television viewing audiences in the communities it serves. The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.
Broadcast Operations Broadcasting carries 61 networks on its stations, distributing content across the U.S. Broadcasting provides free OTA programming to television viewing audiences in the communities it serves. The programming Broadcasting distributes includes networks targeting shopping, weather, sports and entertainment programming, as well as religious networks and networks targeting select ethnic groups.
Information relating to our Audit Committee and Audit Committee Financial Expert will be set forth in our 2024 Proxy Statement under the Caption "Board Committees" and is incorporated herein by reference.
Information relating to our Audit Committee and Audit Committee Financial Expert will be set forth in our 2025 Proxy Statement under the Caption "Board Committees" and is incorporated herein by reference.
These changes may affect our ability to conduct our business in ways that we believe would be advantageous and may impact our operating results. New Broadcast TV Technology: ATSC 3.0 In 2017, the FCC approved the Advanced Television Systems Committee's standards, ("ATSC 3.0"), the next generation broadcast standards defining how television signals are broadcast and interpreted.
These changes may affect our ability to conduct our business in ways that we believe would be advantageous and may impact our operating results. New Broadcast TV Technology: ATSC 3.0 In 2017, the FCC approved the ATSC 3.0, the next generation broadcast standards defining how television signals are broadcast and interpreted ("NextGen TV").
Louis, MO 24 KPTN-LD LPTV Station K25NG-D Class A Station KBGU-LD LPTV Station W09DL-D LPTV Station WODK-LD LPTV Station WLEH-LD LPTV Station Indianapolis, IN 25 WUDZ-LD LPTV Station WSDI-LD LPTV Station WQDE-LD LPTV Station Nashville, TN 26 WCTZ-LD LPTV Station WKUW-LD LPTV Station Salt Lake City, UT 27 KBTU-LD LPTV Station Pittsburgh, PA 28 WJMB-CD Class A Station WWLM-CD Class A Station WMVH-CD Class A Station WKHU-CD Class A Station WWKH-CD Class A Station Baltimore, MD 29 WQAW-LD LPTV Station San Diego, CA 30 KSKT-CD Class A Station San Antonio, TX 31 K17MJ-D LPTV Station KOBS-LD LPTV Station K25OB-D Class A Station KSAA-LD LPTV Station KVDF-CD Class A Station KISA-LD LPTV Station KSSJ-LD LPTV Station Hartford - New Haven, CT 32 WTXX-LD LPTV Station WRNT-LD LPTV Station Columbus, OH 33 WDEM-CD Class A Station Kansas City, MO 34 KAJF-LD LPTV Station KCMN-LD LPTV Station KQML-LD LPTV Station 13 Austin, TX 35 KGBS-CD Class A Station KVAT-LD LPTV Station Milwaukee, WI 38 WTSJ-LD LPTV Station West Palm Beach - Ft.
Louis, MO 24 W09DL-D LPTV Station WLEH-LD LPTV Station K25NG-D Class A Station KBGU-LD LPTV Station KPTN-LD LPTV Station WODK-LD LPTV Station Indianapolis, IN 25 WQDE-LD LPTV Station WSDI-LD LPTV Station WUDZ-LD LPTV Station Nashville, TN 26 WCTZ-LD LPTV Station WKUW-LD LPTV Station Pittsburgh, PA 27 WJMB-CD Class A Station WKHU-CD Class A Station WMVH-CD Class A Station WWKH-CD Class A Station WWLM-CD Class A Station Salt Lake City, UT 28 KBTU-LD LPTV Station Baltimore, MD 29 WQAW-LD LPTV Station 14 San Diego, CA 30 KSKT-CD Class A Station San Antonio, TX 31 K17MJ-D LPTV Station K25OB-D Class A Station KISA-LD LPTV Station KOBS-LD LPTV Station KSAA-LD LPTV Station KSSJ-LD LPTV Station KVDF-CD Class A Station Hartford - New Haven, CT 32 WRNT-LD LPTV Station WTXX-LD LPTV Station Kansas City, MO 33 KAJF-LD LPTV Station KCMN-LD LPTV Station KQML-LD LPTV Station Austin, TX 34 KGBS-CD Class A Station KVAT-LD LPTV Station Columbus, OH 35 WDEM-CD Class A Station Greenville - Spartanburg - Asheville - Anderson, SC 36 W22EY-D LPTV Station Milwaukee, WI 38 WTSJ-LD LPTV Station West Palm Beach - Ft.
Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 106 markets in the U.S., plus Puerto Rico, including 34 of the top 35 markets. Broadcasting has approximately 100 stations concentrated in the top 35 markets.
Broadcasting stations are collectively able to broadcast approximately 1,700 sub-channels and reach 113 markets in the U.S., and Puerto Rico, including 34 of the top 35 markets. Broadcasting has approximately 100 stations concentrated in the top 35 markets.
Both of these tools allow clients to accurately plan and budget for any upcoming project; • Fabrication: Through its five fabrication shops in Florida, New Jersey, South Carolina and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 189,000 tons with approximately 584,000 square feet of space; typically focusing on complex, non-commoditized jobs with intensive fabrication requirements; and • Erection: Banker Steel offers a full suite of erection services including horizontal and vertical erection services.
Both of these tools allow clients to accurately plan and budget for any upcoming project; • Fabrication: Through its four fabrication shops in Florida, New Jersey, and Virginia, Banker Steel has maximum annual fabrication capacity of approximately 159,000 tons with approximately 447,000 square feet of space; typically focusing on complex, non-commoditized jobs with intensive fabrication requirements; and • Erection: Banker Steel offers a full suite of erection services including horizontal and vertical erection services.
Suppliers DBMG currently purchases its steel from a variety of domestic and foreign steel producers but is not dependent on any one producer. During the year ended December 31, 2023, DBMG, through SSC and Banker Steel, purchased approximately 34.4% of the total value of steel and steel components purchased from two domestic steel vendors.
Suppliers DBMG currently purchases its steel from a variety of domestic and foreign steel producers but is not dependent on any one producer. During the year ended December 31, 2024, DBMG, through SSC and Banker Steel, purchased approximately 50.9% of the total value of steel and steel components purchased from two domestic steel vendors.
Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies. As of December 31, 2023, Broadcasting operated 251 stations, including three Full-Power stations, 53 Class A stations and 195 Low Power Television ("LPTV") stations.
Broadcasting’s stations are interconnected to an internet protocol network backbone, which allows Broadcasting to monitor and operate the stations remotely, resulting in significant cost efficiencies. As of December 31, 2024, Broadcasting operated 256 stations, including three Full-Power stations, 53 Class A stations and 200 Low Power Television ("LPTV") stations.
Many of our issued and pending patents were exclusively licensed from General Hospital Corporation, which owns and operates the Massachusetts General Hospital ("MGH") and generally relate to our core technology. In general, patents have a term of 20 years from the application filing date or earliest claimed priority date.
Many of our issued and pending patents were exclusively licensed from General Hospital Corporation, which owns and operates the MGH and generally relate to our core technology. In general, patents have a term of 20 years from the application filing date or earliest claimed priority date. We expect our issued and exclusively licensed patents to expire in 2035 or later.
While we cannot be certain that the FCC will renew the remaining licenses or that we will always obtain renewal grants in the future, the FCC has historically renewed the Company’s broadcast licenses in substantially all cases.
While we cannot be certain that we will always obtain renewal grants in the future from the FCC, the FCC has historically renewed the Company’s broadcast licenses in substantially all cases.
DBMG offers a range of services across a broad geography through its 14 fabrication shops in the United States and 32 sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, and the UK.
DBMG offers a range of services across a broad geography through its 13 fabrication shops in the United States in 2024 and 33 sales and management facilities located in the United States, Australia, Canada, India, New Zealand, the Philippines, and the UK.
Myers - Naples, FL 55 WGPS-LD LPTV Station Richmond - Petersburg, VA 56 WUDW-LD LPTV Station WWBK-LD LPTV Station WFWG-LD LPTV Station Mobile, AL - Pensacola, FL 57 WWBH-LD LPTV Station WEDS-LD LPTV Station Little Rock - Pine Bluff, AR 59 KWMO-LD LPTV Station K23OW-D LPTV Station KENH-LD LPTV Station Tulsa, OK 62 KZLL-LD LPTV Station KUOC-LD LPTV Station Des Moines - Ames, IA 67 KRPG-LD LPTV Station KAJR-LD LPTV Station KCYM-LD LPTV Station Omaha, NE 71 KQMK-LD LPTV Station KAJS-LD LPTV Station Wichita - Hutchinson, KS 72 KFVT-LD LPTV Station Springfield, MO 73 KFKY-LD LPTV Station KCNH-LD LPTV Station Flint - Saginaw - Bay City, MI 74 WFFC-LD LPTV Station W35DQ-D LPTV Station Rochester, NY 76 WGCE-CD Class A Station Madison, WI 77 W23BW-D Class A Station WZCK-LD LPTV Station 14 Charleston - Huntington, WV 79 WOCW-LD LPTV Station Huntsville - Decatur - Florence, AL 81 W34EY-D Class A Station Harlingen - Weslaco - Brownsville - McAllen, TX 82 KNWS-LD LPTV Station KRZG-CD Class A Station KAZH-LD LPTV Station Waco - Temple - Bryan, TX 83 KZCZ-LD LPTV Station KAXW-LD LPTV Station Chattanooga, TN 84 WYHB-CD Class A Station Savannah, GA 85 WDID-LD LPTV Station WUET-LD LPTV Station Charleston, SC 88 WBSE-LD LPTV Station Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station Champaign - Springfield - Decatur, IL 91 WCQA-LD LPTV Station WEAE-LD LPTV Station W23EW-D LPTV Station Shreveport, LA 92 K36MU-D LPTV Station Cedar Rapids - Waterloo - Iowa City, IA 94 KFKZ-LD LPTV Station K17MH-D LPTV Station Baton Rouge, LA 95 K27NB-D LPTV Station K29LR-D LPTV Station Ft.
Myers - Naples, FL 53 WGPS-LD LPTV Station Buffalo, NY 54 WVTT-CD Class A Station WWHC-LD LPTV Station Fresno - Visalia, CA 55 K17JI-D Class A Station KZMM-CD Class A Station Richmond - Petersburg, VA 56 WFWG-LD LPTV Station WUDW-LD LPTV Station WWBK-LD LPTV Station Mobile, AL - Pensacola, FL 57 WEDS-LD LPTV Station WWBH-LD LPTV Station Little Rock - Pine Bluff, AR 58 K23OW-D LPTV Station KENH-LD LPTV Station 15 KWMO-LD LPTV Station Knoxville, TN 60 W19FF-D LPTV Station Tulsa, OK 61 KZLL-LD LPTV Station KUOC-LD LPTV Station Des Moines - Ames, IA 67 KAJR-LD LPTV Station KCYM-LD LPTV Station KRPG-LD LPTV Station Wichita - Hutchinson, KS 71 KFVT-LD LPTV Station Flint - Saginaw - Bay City, MI 72 WFFC-LD LPTV Station W35DQ-D LPTV Station Omaha, NE 73 KAJS-LD LPTV Station KQMK-LD LPTV Station Springfield, MO 74 KCNH-LD LPTV Station KFKY-LD LPTV Station Huntsville - Decatur - Florence, AL 75 W34EY-D Class A Station Madison, WI 77 W23BW-D Class A Station WZCK-LD LPTV Station Rochester, NY 79 WGCE-CD Class A Station Harlingen - Weslaco - Brownsville - McAllen, TX 80 KAZH-LD LPTV Station KNWS-LD LPTV Station KRZG-CD Class A Station Charleston - Huntington, WV 82 WOCW-LD LPTV Station Waco - Temple - Bryan, TX 83 KAXW-LD LPTV Station KZCZ-LD LPTV Station Savannah, GA 84 WDID-LD LPTV Station WUET-LD LPTV Station Charleston, SC 85 WBSE-LD LPTV Station Chattanooga, TN 86 WYHB-CD Class A Station Paducah, KY - Cape Girardeau, MO - Harrisburg, IL 90 W29CI-D Class A Station Shreveport, LA 91 K36MU-D LPTV Station Champaign - Springfield - Decatur, IL 92 W23EW-D LPTV Station WCQA-LD LPTV Station WEAE-LD LPTV Station Cedar Rapids - Waterloo - Iowa City, IA 94 K17MH-D LPTV Station KFKZ-LD LPTV Station Baton Rouge, LA 95 K27NB-D LPTV Station K29LR-D LPTV Station Ft.
In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system. As of December 31, 2023, approximately $26.3 million had been received.
In 2020, Huadong amended their agreements to provide for Huadong to prepay, at a minimum, $20 million of future China royalties to fund registration of the TGFR system as a Class 1 device in China, allowing it to immediately enter the Chinese hospital system. As of December 31, 2024, approximately $29.9 million had been received by MediBeacon.
Operating Broadcast Stations Below are Broadcasting’s operating stations as of December 31, 2023, listed by call sign and market rank: Market Market Rank (a) Station Service New York, NY 1 WKOB-LD LPTV Station W02CY-D LPTV Station Los Angeles, CA 2 KHIZ-LD LPTV Station KSKJ-CD Class A Station Chicago, IL 3 WPVN-CD Class A Station W31EZ-D LPTV Station Philadelphia, PA 4 WDUM-LD LPTV Station WZPA-LD LPTV Station W25FG-D LPTV Station WPSJ-CD Class A Station Dallas - Ft.
Operating Broadcast Stations Below are Broadcasting’s operating stations as of December 31, 2024, listed by call sign and market rank: Market Market Rank (a) Station Service New York, NY 1 W02CY-D LPTV Station WKOB-LD LPTV Station Los Angeles, CA 2 KHIZ-LD LPTV Station KSKJ-CD Class A Station Chicago, IL 3 W31EZ-D LPTV Station WPVN-CD Class A Station Dallas - Ft.
Each country has its own tariff regulations, duties, and tax requirements. Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution, or other consequences. In international markets, we are required to obtain and maintain various quality assurance and quality management certifications.
Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution, or other consequences. In international markets, we are required to obtain and maintain various quality assurance and quality management certifications.
Employees As of December 31, 2023, we had 3,946 full-time employees and 78 part-time employees, including the employees of our operating businesses as described in more detail below. We consider our relations with our employees to be satisfactory. Our Operating Subsidiaries Infrastructure Segment (DBMG) DBM Global Inc.
Human Capital As of December 31, 2024, we had 3,135 full-time employees and 26 part-time employees, including the employees of our operating businesses as described in more detail below. We consider our relations with our employees to be satisfactory. Our Operating Subsidiaries Infrastructure Segment (DBMG) DBM Global Inc.
Worth, TX 5 KHPK-LD LPTV Station KPFW-LD LPTV Station KNAV-LD LPTV Station KODF-LD LPTV Station K07AAD-D LPTV Station KJJM-LD LPTV Station Houston, TX 6 KUVM-LD LPTV Station KUGB-CD Class A Station KUVM-CD Class A Station KBMN-LD LPTV Station KEHO-LD LPTV Station Atlanta, GA 7 WYGA-CD Class A Station WUVM-LD LPTV Station WDWW-LD LPTV Station WUEO-LD LPTV Station Boston, MA 8 WLEK-LD LPTV Station San Francisco - Oakland - San Jose, CA 10 KQRO-LD LPTV Station KEMO-TV Full Power Station Phoenix - Prescott, AZ 11 K12XP-D LPTV Station KTVP-LD LPTV Station KPDF-CD Class A Station Tampa - St Petersburg - Sarasota, FL 12 W31EG-D LPTV Station W16DQ-D LPTV Station WXAX-CD Class A Station WTAM-LD LPTV Station Seattle, WA 13 KUSE-LD LPTV Station Detroit, MI 14 WDWO-CD Class A Station WUDL-LD LPTV Station Minneapolis - St.
Worth, TX 4 K07AAD-D LPTV Station KHPK-LD LPTV Station KNAV-LD LPTV Station KJJM-LD LPTV Station KODF-LD LPTV Station KPFW-LD LPTV Station Philadelphia, PA 5 W25FG-D LPTV Station WDUM-LD LPTV Station WPSJ-CD Class A Station WZPA-LD LPTV Station Houston, TX 6 KEHO-LD LPTV Station KUGB-CD Class A Station KUVM-LD LPTV Station KUVM-CD Class A Station KBMN-LD LPTV Station Atlanta, GA 7 WDWW-LD LPTV Station WUEO-LD LPTV Station WUVM-LD LPTV Station WYGA-CD Class A Station Boston, MA 9 WLEK-LD LPTV Station San Francisco - Oakland - San Jose, CA 10 KEMO-TV Full Power Station 13 KQRO-LD LPTV Station Tampa - St Petersburg - Sarasota, FL 11 W31EG-D LPTV Station W16DQ-D LPTV Station WTAM-LD LPTV Station WXAX-CD Class A Station Phoenix - Prescott, AZ 12 K12XP-D LPTV Station KPDF-CD Class A Station KTVP-LD LPTV Station Seattle, WA 13 KUSE-LD LPTV Station Detroit, MI 14 WDWO-CD Class A Station WUDL-LD LPTV Station Orlando - Daytona Beach - Melbourne, FL 15 WATV-LD LPTV Station WFEF-LD LPTV Station Minneapolis - St.
The Glacial Rx product (also known as the Dermal Cooling System) has received 510(k) clearance from the FDA as a cryosurgical instrument intended for the use in dermatologic procedures for the removal of benign lesions of the skin; temporary reduction of pain, swelling, inflammation and hematoma from minor surgical procedures; use of optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal; pain minimization, inflammation, and thermal injury during laser and dermatological treatments and for temporary anesthetic relief of injections.
The Glacial Rx product (also known as the Dermal Cooling System) has received 510(k) clearance from the FDA as a cryosurgical instrument intended for the use in dermatologic procedures for the removal of benign lesions of the skin; temporary reduction of pain, swelling, inflammation and hematoma from minor surgical procedures; use of optional dermabrasion tip accessories for general dermabrasion, scar revision, acne scar revision, and tattoo removal; pain minimization, inflammation, and thermal injury during laser and dermatological treatments and for temporary anesthetic relief of injections. 10 We have received regulatory approval or are otherwise free to market the Glacial Rx product in numerous international markets.
In 2023, DBMG's two largest customers represented approximately 41.3% of DBMG's revenues. In 2022, DBMG’s two largest customers represented approximately 28.7% of DBMG's revenues. DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 96% - 100% and a sales pipeline that includes approximately $6.6 billion in potential revenue generation.
In 2024, DBMG's two largest customers represented approximately 25.5% of DBMG's revenues. In 2023, DBMG’s two largest customers represented approximately 41.3% of DBMG's revenues. DBMG’s size gives it the production capacity to complete large-scale, demanding projects, with typical utilization per facility ranging from 84% - 94% and a sales pipeline that includes approximately $6.6 billion in potential revenue generation.
As of December 31, 2023, our patent portfolio comprised 115 issued patents and 42 pending patent applications, each of which we either own directly or for which we are the exclusive licensee.
As of December 31, 2024, our patent portfolio comprised 128 issued patents and 11 pending patent applications, each of which we either own directly or for which we are the exclusive licensee.
DBMG operates with minimal bonding requirements, with a balance of 34.1% of DBMG's total backlog of $1,057.2 million as of December 31, 2023, and bonding is reduced as projects are billed rather than upon completion.
DBMG operates with minimal bonding requirements, with a balance of 19.2% of DBMG's total backlog of $957.2 million as of December 31, 2024, and bonding is reduced as projects are billed rather than upon completion.
Pierce, FL 39 WDOX-LD LPTV Station WWCI-CD Class A Station WXOD-LD LPTV Station Las Vegas, NV 40 KNBX-CD Class A Station KHDF-CD Class A Station KEGS-LD LPTV Station KVPX-LD LPTV Station K36NE-D Class A Station Jacksonville, FL 41 WODH-LD LPTV Station WKBJ-LD LPTV Station WJXE-LD LPTV Station WRCZ-LD LPTV Station Birmingham - Anniston - Tuscaloosa, AL 46 WUOA-LD LPTV Station WUDX-LD LPTV Station Oklahoma City, OK 47 KTOU-LD LPTV Station KBZC-LD LPTV Station KOHC-CD Class A Station Albuquerque - Santa Fe, NM 49 KQDF-LD LPTV Station KWPL-LD LPTV Station Memphis, TN 50 W15EA-D Class A Station WPED-LD LPTV Station KPMF-LD LPTV Station WQEK-LD LPTV Station WQEO-LD LPTV Station New Orleans, LA 51 WTNO-CD Class A Station WQDT-LD LPTV Station Fresno - Visalia, CA 52 K17JI-D Class A Station KZMM-CD Class A Station Buffalo, NY 54 WWHC-LD LPTV Station WVTT-CD Class A Station Ft.
Pierce, FL 39 WWCI-CD Class A Station WDOX-LD LPTV Station WXOD-LD LPTV Station Las Vegas, NV 40 K36NE-D Class A Station KEGS-LD LPTV Station KHDF-CD Class A Station KNBX-CD Class A Station KVPX-LD LPTV Station Jacksonville, FL 41 WJXE-LD LPTV Station WKBJ-LD LPTV Station WODH-LD LPTV Station WRCZ-LD LPTV Station Birmingham - Anniston - Tuscaloosa, AL 45 WUDX-LD LPTV Station WUOA-LD LPTV Station Oklahoma City, OK 47 KBZC-LD LPTV Station KOHC-CD Class A Station KTOU-LD LPTV Station Albuquerque - Santa Fe, NM 48 KQDF-LD LPTV Station KWPL-LD LPTV Station Louisville, KY 49 WKUT-LD LPTV Station New Orleans, LA 50 WQDT-LD LPTV Station WTNO-CD Class A Station Memphis, TN 51 KPMF-LD LPTV Station W15EA-D Class A Station WPED-LD LPTV Station WQEK-LD LPTV Station WQEO-LD LPTV Station Ft.
We expect our issued and exclusively licensed patents to expire in 2035 or later. We also rely on trade secrets, technical know-how, contractual arrangements, and continuing innovation to protect our intellectual property and maintain our competitive position. We have a policy to enter into confidentiality agreements with third parties, employees, and consultants.
We also rely on trade secrets, technical know-how, contractual arrangements, and continuing innovation to protect our intellectual property and maintain our competitive position. We have a policy to enter into confidentiality agreements with third parties, employees, and consultants.
Smith - Fayetteville - Springdale - Rogers, AR 96 KAJL-LD LPTV Station KFLU-LD LPTV Station Boise, ID 97 K17ED-D Class A Station KFLL-LD LPTV Station KBKI-LD LPTV Station K31FD-D Class A Station Myrtle Beach - Florence, SC 99 W33DN-D LPTV Station South Bend - Elkhart, IN 100 KPDS-LD LPTV Station Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station Reno, NV 103 K07AAI-D LPTV Station Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station Lincoln - Hastings - Kearney, NE 106 KIUA-LD LPTV Station Evansville, IN 107 WDLH-LD LPTV Station WELW-LD LPTV Station WEIN-LD LPTV Station Ft.
Smith - Fayetteville - Springdale - Rogers, AR 96 KAJL-LD LPTV Station KFLU-LD LPTV Station Myrtle Beach - Florence, SC 97 W33DN-D LPTV Station Boise, ID 98 K17ED-D Class A Station K31FD-D Class A Station KBKI-LD LPTV Station KFLL-LD LPTV Station South Bend - Elkhart, IN 100 KPDS-LD LPTV Station Greenville - New Bern - Washington, NC 102 W35DW-D LPTV Station Reno, NV 103 K07AAI-D LPTV Station Tallahassee, FL - Thomasville, GA 105 W21EL-D LPTV Station Tyler - Longview- Nacogdoches, TX 106 KCEB Full Power Station KBJE-LD LPTV Station KDKJ-LD LPTV Station KKPD-LD LPTV Station KPKN-LD LPTV Station Lincoln - Hastings - Kearney, NE 107 KIUA-LD LPTV Station Augusta, GA - Aiken, SC 108 WIEF-LD LPTV Station Evansville, IN 109 WDLH-LD LPTV Station WEIN-LD LPTV Station 16 WELW-LD LPTV Station Ft.
Certain of the fabrication and erection personnel DBMG employs are represented by various trade unions. DBMG is a party to several separate collective bargaining agreements with these unions in certain of its current operating regions, which expire (if not renewed) at various times in the future. Approximately 14.1% of DBMG’s employees are covered under various collective bargaining agreements.
DBMG is a party to several separate collective bargaining agreements with these unions in certain of its current operating regions, which expire (if not renewed) at various times in the future. Approximately 8.3% of DBMG’s employees are covered under various collective bargaining agreements.
Our FCC licenses must be renewed every eight years. The current television license renewal cycle began in 2020, and many of our licenses have been renewed, but others remain pending.
Our FCC licenses must be renewed every eight years. The current television license renewal cycle began in 2020, and all our licenses have been renewed.
Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures (e.g. ureters), tumor margins and blood flow in tissues in real-time. Research in this area is underway. Genovel Orthopedics, Inc.
MediBeacon is pursuing research into the use of Lumitrace to visualize vasculature in the eye. ◦ Surgical visualization feasibility, which has the potential to be used in open, laparoscopic and robotic surgeries to identify critical structures (e.g. ureters), tumor margins and blood flow in tissues in real-time. Research in this area is underway.
On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $7.5 million of its preferred stock to Huadong at a pre-money valuation of approximately $400 million in exchange for additional shares of preferred stock, accelerating 50% of the remaining $15 million milestone investment due upon FDA approval of MediBeacon's TGFR.
On February 23, 2023, pursuant to its amended commercial partnership with Huadong, MediBeacon issued $7.5 million of its preferred stock to Huadong, accelerating 50% of the remaining $15 million cash milestone investment due upon FDA approval of MediBeacon's TGFR.
In connection with a $30 million investment to be made by Huadong in installments based on pre-determined milestones, R2 entered into a distribution agreement with Huadong under which R2 granted Huadong exclusive rights to distribute all of R2's products in the Asia-Pacific region, and R2 is entitled to receive a share of Huadong's net sales from such products.
In connection with Huadong's investment, R2 Technologies entered into a distribution agreement with Huadong under which R2 Technologies granted Huadong exclusive rights to distribute all of R2 Technologies' products in the Asia-Pacific region, and R2 Technologies is entitled to receive a share of Huadong's net sales from such products.
Glacial Rx – Launched in the first quarter of 2021 in the United States after receiving U.S. Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.
Food and Drug Administration (“FDA”) clearance for use in dermatologic procedures for the removal of benign lesions of the skin and for use when cooling is intended for the temporary reduction of pain, swelling, inflammation, and hematoma from minor surgical procedures.
Because our stations are mostly LPTVs and Class A stations, our signal coverage of a market is often less than that of Full Power stations, resulting in a competitive advantage for Full Power stations.
Full Power stations delivering OTA multicast networks also represent direct competition in all our markets. Because our stations are mostly LPTVs and Class A stations, our signal coverage of a market is often less than that of Full Power stations, resulting in a competitive advantage for Full Power stations.
Paul, MN 15 KWJM-LD LPTV Station KJNK-LD LPTV Station K33LN-D Class A Station 12 K28PQ-D LPTV Station KMBD-LD LPTV Station KMQV-LD LPTV Station Orlando - Daytona Beach - Melbourne, FL 16 WATV-LD LPTV Station WFEF-LD LPTV Station Denver, CO 17 KRDH-LD LPTV Station Miami - Ft.
Paul, MN 16 K33LN-D Class A Station K28PQ-D LPTV Station KJNK-LD LPTV Station KMBD-LD LPTV Station KMQV-LD LPTV Station KWJM-LD LPTV Station Denver, CO 17 KRDH-LD LPTV Station Miami - Ft.
We have received regulatory approval or are otherwise free to market the Glacial Rx product in numerous international markets. Any devices we manufacture or distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies, including establishment registration and device listing with the FDA.
Any devices we manufacture or distribute pursuant to clearance or approval by the FDA are subject to pervasive and continuing regulation by the FDA and certain state agencies, including establishment registration and device listing with the FDA.
The Glacial Rx system is sold into medical practices and is operated by trained healthcare professionals. 2. Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin.
Glacial Spa – Launched in the first half of 2022 in China after receiving China Non-Medical Classification, the Glacial Spa is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician. The Glacial Spa system is being sold by Huadong’s existing sales force to spas.
In the last several years, there has been increasing competition from not just cable channels but also streaming services, digital platforms, social media, and internet-delivered video channels. These media platforms have taken market share from OTA broadcast stations like ours. Full Power stations delivering OTA multicast networks also represent direct competition in all our markets.
Competition Our television stations compete in the U.S. domestic media market for multicast network tenants, viewer audiences and advertisers. In the last several years, there has been increasing competition from not just cable channels but also streaming services, digital platforms, social media, and internet-delivered video channels. These media platforms have taken market share from OTA broadcast stations like ours.
Among the many emerging opportunities will be hyper-local news, weather, and traffic; dynamic ad insertion; geographic and demographic targeted advertising; customizable content; better measurement and analytics; the ability to share data with devices connected to the Internet; flexibility to add streams as needed; an ultra-high definition picture quality with enhanced immersive audio; and connectivity to automobiles.
As the ATSC 3.0 standard provides for a more efficient use of spectrum, this could enable us to provide expanded or additional services to new and existing customers, Among the many emerging opportunities will be hyper-local news, weather, and traffic; dynamic ad insertion; geographic and demographic targeted advertising; customizable content; better measurement and analytics; the ability to share data with devices connected to the Internet; flexibility to add streams as needed; an ultra-high definition picture quality with enhanced immersive audio; and connectivity to automobiles.
Life Sciences Segment (Pansend Life Sciences, LLC) Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"). Pansend maintains controlling interests of approximately 80.0% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and approximately 56.6% in R2 Technologies, Inc. ("R2"), which develops aesthetic and medical technologies for the skin.
Life Sciences Segment (Pansend Life Sciences, LLC) Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend") which maintains a controlling interest of 80.0% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee, and also has a controlling interest of 81.4% in R2 Technologies, Inc.
In connection with a $30 million staggered investment by Huadong, MediBeacon entered into an exclusive distribution agreement with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.
In 2015, Pansend Life Sciences became the largest equity investor in MediBeacon. In 2019, MediBeacon entered into a $30 million investment and exclusive commercialization partnership in Greater China with Huadong, under which MediBeacon granted Huadong the exclusive rights to distribute all of MediBeacon’s products in Greater China, and MediBeacon will receive royalty payments on net sales of the TGFR system.
In a typical broadcast station revenue agreement, the owner of a station makes available, for a fee, airtime on a station subchannel to a third party. The third party broadcasts during that airtime and collects revenue from advertising aired during such content. Broadcast station revenue is recognized over the life of the contract.
In a typical broadcast station revenue agreement, we, as the owner/licensee of a station, make available, for a fee, airtime on one or multiple of our station subchannel(s) to a third party. The third party broadcasts during that airtime and collects revenue from advertising aired during such content.
MediBeacon completed its U.S. phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA.
MediBeacon completed its U.S. phase 3 TGFR Pivotal Study in the first quarter of 2023 and during the second quarter of 2023, submitted the results of the study to the FDA, and the results were published in April 2024 on the National Institutes of Health ("NIH") clinical studies website.
Ocular angiography, which has the potential to diagnose and monitor vasculature leakage in the eye, a key factor in diagnosing and monitoring various diseases, including macular degeneration, diabetic retinopathy and retinal vasculitis while avoiding current potential clinical side effects such as allergic reactions, nausea and vomiting.
The first in-human clinical studies were completed to study the feasibility of using fluorescent tracer agent-based systems to quantify the permeability of the gastrointestinal tract in patients with active Crohn’s disease. ◦ Ocular angiography, which has the potential to diagnose and monitor vasculature leakage in the eye, a key factor in diagnosing and monitoring various diseases, including macular degeneration, diabetic retinopathy and retinal vasculitis while avoiding current potential clinical side effects such as allergic reactions, nausea and vomiting.
We have obtained the following international certifications: EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US and Canada). In November 2023, we were audited by our Certification Body, SGS, and there were no findings or observations.
We have obtained the following international certifications: EN ISO 13485:2016 Medical Devices - Quality Management Systems - Requirements for regulatory purposes and Medical Device Single Audit Program (US and Canada). In November 2024, we successfully completed a re-certification audit by our Certification Body, Société Générale de Surveillance ("SGS").
Pansend also invests in other early stage or developmental stage healthcare companies including an approximate 46.2% interest in MediBeacon Inc. ("MediBeacon"), an approximate 1.9% interest in Triple Ring Technologies, Inc. ("Triple Ring"), and an approximate 20.1% interest in Scaled Cell Solutions, Inc. R2 Technologies, Inc. R2 develops and commercializes breakthrough aesthetic medical and non-medical devices in the aesthetic dermatology market.
("R2 Technologies"), which develops aesthetic and medical technologies for the skin. Pansend also invests in other early stage or developmental stage healthcare companies including a 45.9% interest in MediBeacon Inc. ("MediBeacon"), a 1.6% fully diluted interest in Triple Ring Technologies, Inc. ("Triple Ring"), and a 20.1% interest in Scaled Cell Solutions, Inc. ("Scaled Cell"). R2 Technologies, Inc.
The fees charged can be fixed or variable and the contracts that the Company enters into are generally short-term in nature. Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs. 16 Network advertising revenue is generated primarily from the sale of television airtime for advertisements or paid programming.
Broadcast station revenue is recognized over the life of the contract, when the program is broadcast. The fees charged can be fixed or variable, and the contracts that the Company enters into are generally short-term in nature. Variable fees are usage/sales-based and are recognized as revenue when the subsequent usage occurs.
Revenues Broadcasting generates broadcast station revenue and, until the end of 2022, network advertising revenue from its operations. Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the related ad sales.
Revenues Broadcasting generates broadcast station revenue from its operations. Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the third-parties' related ad sales, principally from channel leases and revenue sharing agreements with minimum guarantees included within the contracts.
On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function. Under the Breakthrough Device program, the FDA works with companies to expedite regulatory review in order to give patients more timely access to innovative diagnostic and therapeutic technologies.
On October 22, 2018, the FDA granted Breakthrough Device designation to the TGFR for the measurement of Glomerular Filtration Rate (“GFR”) in patients with impaired or normal kidney function.
The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution. 9 The regulatory review process for medical devices varies from country to country, and many countries also impose product standards, packaging requirements, environmental requirements, labeling requirements and import restrictions on devices.
The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability, including substantial monetary penalties and criminal prosecution.
For the year ended December 31, 2023, revenues were as follows (in millions): Revenue % of Total Revenue SSC $ 575.5 41.2 % Banker Steel 589.2 42.2 % GrayWolf 189.7 13.6 % DBM Vircon 35.2 2.5 % Aitken 7.6 0.5 % Total $ 1,397.2 100.0 % The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents, and SSC provides fabricated steel to Canada and other select countries.
For the year ended December 31, 2024, revenues were as follows (in millions): Revenue % of Total Revenue SSC $ 404.6 37.8 % Banker Steel 312.7 29.2 % GrayWolf 314.1 29.3 % DBM Vircon 33.2 3.1 % Aitken 7.0 0.6 % Total $ 1,071.6 100.0 % The majority of DBMG's business is in North America, but DBM Vircon provides detailing services on five continents.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThese risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: 18 Risks Related to Our Businesses • The ability of our subsidiaries to make distributions, our principal source of cash • Our levels of indebtedness, financing arrangements and other obligations • Restrictive covenants in our debt and preferred stock instruments • Ability to meet working capital requirements • Dependence on key personnel and ability to attract and retain skilled personnel • Any identified material weaknesses in our internal controls • Impact of inflationary pressures • Constraints in the labor market and increases in labor costs • Foreign exchange rate volatility • Impact of competition on our business • Impact of any potential future acquisitions and ability to manage future growth and the incurrence of substantial costs in connection with acquisitions • Cyber-attacks and other privacy or data security incidents • Managing growth related to increased operational size • Ability to fully utilize net operating loss and other tax carryforwards • Risk of restated financial statements • Presentation of corporate opportunities by certain current and former directors and officers and the impact of related party transactions • Our status as a non-investment company • Impact of potential litigation • Deterioration of global economic conditions and the impact of operating globally • Impact of climate change • Compliance costs related to our acquired businesses • Ability of our development stage companies to produce revenues or income • Adverse tax impact of our acquisitions or dispositions • Lack of sole control in joint venture investments • Ability to protect our intellectual property • Potential dilution of our current stockholders • Effect of future sales of common stock by preferred stockholders • Common stock price fluctuations • Prevention of potential takeover due to Delaware law and charter documents • Activist stockholders • Adoption of artificial intelligence ("AI") and government regulation Risks Related to the Infrastructure segment • Unpredictability in timing of DBMG’s construction contracts and payments thereunder • Impact of construction contract pricing terms, including fixed-price and cost-plus pricing • Termination or cancellation of construction projects • Increased concentration of construction projects in backlog • Ability to realize revenue value reported in backlog • Ability to meet contractual schedule or performance requirements • Modification or termination of government contracts • Reliability of subcontractors and third-party vendors • Impact of inflationary pressures • Volatility in the supply and demand for steel and steel components • Dependability of steel component suppliers • Intense competition in construction markets • Ability of customers to receive applicable regulatory and environmental approvals • Impact of failure to obtain or maintain required licenses • Impact of bonding and letter of credit capacity • Variability in liquidity over time • Exposure to professional liability, product liability, warranty and other claims • Impact of environmental compliance costs • Impact of potential litigation • Union labor disruptions that would interfere with operations • Ability to maintain safe work environment Risks related to the Life Sciences segment • Significant fluctuations in Pansend's operating results • High levels of competition in the life sciences space • Reliance on third parties for sales, marketing, manufacturing and/or distribution • Limited current and historical operating revenue • Impact of a failure to obtain or maintain necessary FDA (or foreign equivalent) clearances and approvals 19 • Risks associated with the misuse by customers, physicians and technicians of Pansend's products • Pansend's limited manufacturing experience • Competition for skilled technical professional personnel • Obsolescence of Pansend's products • Ability of Pansend to effectively protect its intellectual property and the impact of a failure to do so • Patient satisfaction with R2's procedures • Impact of third party intellectual property infringement claims Risks related to the Spectrum segment • Effectiveness of our operations in a highly competitive market • Impact of FCC regulations, including with respect to broadcasting licenses, or Congressional legislation Risk Factors The following risk factors and the forward-looking statements elsewhere herein should be read carefully in connection with evaluating the business of the Company and its subsidiaries.
Biggest changeThese risks are discussed more fully below and include, but are not limited to, the following, any of which could have a material adverse effect on our financial condition, results of operations and cash flows: Risks Related to Our Businesses • The ability of our subsidiaries to make distributions, our principal source of cash • Substantial doubt about our ability to continue as a going concern • Our levels of indebtedness, financing arrangements and other obligations • Restrictive covenants in our debt and preferred stock instruments • Ability to meet working capital requirements • Dependence on key personnel and ability to attract and retain skilled personnel • Any identified material weaknesses in our internal controls • Constraints in the labor market and increases in labor costs • Foreign exchange rate volatility and inflation • Impact of competition on our business • Impact of any potential future acquisitions and ability to manage future growth and the incurrence of substantial costs in connection with acquisitions • Cyber-attacks and other privacy or data security incidents • Managing growth related to increased operational size • Ability to fully utilize net operating loss and other tax carryforwards • Risk of restated financial statements • Presentation of corporate opportunities by certain current and former directors and officers and the impact of related party transactions • Our status as a non-investment company • Impact of potential litigation • Deterioration of global economic conditions and the impact of operating globally • Impact of climate change • Compliance costs related to our acquired businesses • Ability of our development stage companies to produce revenues or income • Adverse tax impact of our acquisitions or dispositions • Lack of sole control in joint venture investments • Ability to protect our intellectual property • Potential dilution of our current stockholders • Effect of future sales of common stock by preferred stockholders • Common stock price fluctuations • Prevention of potential takeover due to Delaware law and charter documents • Activist stockholders • Adoption of artificial intelligence ("AI") and government regulation 20 Risks Related to the Infrastructure segment • Unpredictability in timing of DBMG’s construction contracts and payments thereunder • Impact of construction contract pricing terms, including fixed-price and cost-plus pricing • New or increased import tariffs on steel or other materials and the impact of fluctuations in other costs and inflation • Termination or cancellation of construction projects • Increased concentration of construction projects in backlog • Ability to realize revenue value reported in backlog • Ability to meet contractual schedule or performance requirements • Modification or termination of government contracts • Reliability of subcontractors and third-party vendors • Volatility in the supply and demand for steel and steel components • Dependability of steel component suppliers and the impact of changes in costs and tariffs • Intense competition in construction markets • Ability of customers to receive applicable regulatory and environmental approvals • Impact of failure to obtain or maintain required licenses • Impact of bonding and letter of credit capacity • Variability in liquidity over time • Exposure to professional liability, product liability, warranty and other claims • Impact of environmental compliance costs • Impact of potential litigation • Union labor disruptions that would interfere with operations • Ability to maintain safe work environment Risks related to the Life Sciences segment • Significant fluctuations in Pansend's operating results • High levels of competition in the life sciences space, competition in general and competitive developments in the market • Reliance on third parties for sales, marketing, manufacturing and/or distribution, including delivery service providers • Risks associated with potential disruptions in our operations • Lack of significant current and historical operating revenue and risks associated with the implementation of our growth strategy • Customer demand, patient satisfaction with procedures, and the impact of general economic conditions • Impact of a failure to obtain or maintain necessary FDA (or foreign equivalent) clearances and approvals • Risks associated with the misuse by customers, physicians and technicians of Pansend's products • Inventory management, Pansend's limited manufacturing experience, and our ability to scale, suspend or reduce production based on variations in product demand. • Competition for skilled technical professional personnel • Obsolescence of Pansend's products • Ability of Pansend to effectively protect its intellectual property and the impact of a failure to do so • Impact of third party intellectual property infringement claims Risks related to the Spectrum segment • Effectiveness of our operations in a highly competitive market • Impact of FCC regulations, including with respect to broadcasting licenses, or Congressional legislation Risk Factors The following risk factors and the forward-looking statements elsewhere herein should be read carefully in connection with evaluating the business of the Company and its subsidiaries.
For a description of our and our subsidiaries' indebtedness, refer to Note 11. Debt Obligations to the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference.
For a description of our and our subsidiaries' indebtedness, refer to Note 11. Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
This inherent competitive limitation gives others an advantage in pursuing acquisition and investment opportunities. Furthermore, our subsidiaries also face competition from both traditional and new market entrants that may adversely affect them as well, as discussed below in the risk factors related to the Infrastructure, Life Sciences and Spectrum segments.
This inherent competitive limitation gives others an advantage in pursuing acquisition and investment opportunities. Furthermore, our subsidiaries also face competition from both traditional and new market entrants that may adversely affect them as well, as discussed below in the risk factors related to our Infrastructure, Life Sciences and Spectrum segments.
The prices of the steel and steel components that DBMG utilizes in the course of completing projects are susceptible to price fluctuations due to supply and demand trends, energy costs, transportation costs, government regulations, duties and tariffs, changes in currency exchange rates, price controls, general economic conditions and other unforeseen circumstances.
The prices of the steel and steel components that DBMG utilizes in the course of completing projects are susceptible to price fluctuations due to supply and demand trends, duties and tariffs, energy costs, transportation costs, government regulations, changes in currency exchange rates, price controls, general economic conditions and other unforeseen circumstances.
Pansend is incurring significant operating losses, it is expected to continue to incur additional losses for the foreseeable future, and we cannot assure you that it will generate revenue or be profitable in the future. There are no assurances that Pansend’s future products will be cleared or approved or become commercially viable or accepted for use.
Pansend is incurring significant operating losses, and is expected to continue to incur additional losses for the foreseeable future, and we cannot assure you that it will generate significant revenue or be profitable in the future. There are no assurances that Pansend’s future products will be cleared or approved or become commercially viable or accepted for use.
R2 has obtained 510(k) clearances for its Glacial Rx system for various uses, including, but not limited to: the removal of benign lesions of the skin; the use of cooling technologies intended for the temporary reduction of pain; swelling; inflammation; hematoma for minor surgical procedures; general dermabrasion; scar revision; acne scar revision; tattoo removal; and minimization of pain, inflammation and thermal injury during laser and dermatological treatments.
R2 Technologies has obtained 510(k) clearances for its Glacial Rx system for various uses, including, but not limited to: the removal of benign lesions of the skin; the use of cooling technologies intended for the temporary reduction of pain; swelling; inflammation; hematoma for minor surgical procedures; general dermabrasion; scar revision; acne scar revision; tattoo removal; and minimization of pain, inflammation and thermal injury during laser and dermatological treatments.
Our international operations are subject to a number of risks, including: • political conditions and events, including embargo; • changing regulatory environments; • outbreaks of pandemic diseases, including new COVID-19 variants, or fear of such outbreaks; • inflationary pressures; • restrictive actions by U.S. and foreign governments; • the imposition of withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment; • adverse tax consequences; • limitations on repatriation of earnings and cash; • currency exchange controls and import/export quotas; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to adequately enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability; • potential noncompliance with a wide variety of anti-corruption laws and regulations, such as the U.S.
Our international operations are subject to a number of risks, including: • political conditions and events, including embargo; • changing regulatory environments; • outbreaks of pandemic diseases, including new COVID-19 variants, or fear of such outbreaks; • inflationary pressures; • restrictive actions by U.S. and foreign governments; • the imposition of withholding or other taxes on foreign income, new or increased tariffs or restrictions on foreign trade and investment; • adverse tax consequences; • limitations on repatriation of earnings and cash; • currency exchange controls and import/export quotas; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to adequately enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist attacks, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for our services and our profitability; • potential noncompliance with a wide variety of anti-corruption laws and regulations, such as the U.S.
Pansend may find itself in competition with companies that have competitive advantages over us, such as: • significantly greater name recognition; • established relations with healthcare professionals, customers, and third-party payers; • greater efficacy or better safety profiles; • established distribution networks; • additional lines of products, and the ability to offer rebates, higher discounts, or incentives to gain a competitive advantage; • greater experience in obtaining patents and regulatory approvals for product candidates and other resources; • greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and • greater financial and human resources for product development, sales and marketing, and patent litigation.
Pansend may find itself in competition with companies that have competitive advantages over us, such as: • significantly greater name recognition; • established relations with healthcare professionals, customers, and third-party payers; • greater efficacy or better safety profiles; • established distribution networks; • additional lines of products, and the ability to offer rebates, higher discounts, or incentives to gain a competitive advantage; • greater experience in obtaining patents and regulatory approvals for product candidates and other resources; 40 • greater experience in conducting research and development, manufacturing, clinical trials, obtaining regulatory approval for products, and marketing approved products; and • greater financial and human resources for product development, sales and marketing, and patent litigation.
For example, with any past or future acquisition, there is the possibility that: • we may not have implemented company policies, procedures and cultures, in an efficient and effective manner; 24 • we may not be able to successfully reduce costs, increase advertising revenue or audience share; • we may fail to retain and integrate employees and key personnel of the acquired business and assets; • our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; • we may encounter unforeseen difficulties in extending internal control and financial reporting systems at the newly acquired business; • we may fail to successfully implement technological integration with the newly acquired business or may exceed the capabilities of our technology infrastructure and applications; • we may not be able to generate adequate returns; • we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies and assets; • we may suffer adverse short-term effects on operating results through increased costs and may incur future impairments of goodwill associated with the acquired business; • we may be required to increase our leverage and debt service or to assume unexpected liabilities in connection with our acquisitions; and • we may encounter unforeseen challenges in entering new markets in which we have little or no experience.
For example, with any past or future acquisition, there is the possibility that: • we may not have implemented company policies, procedures and cultures, in an efficient and effective manner; • we may not be able to successfully reduce costs, increase advertising revenue or audience share; • we may fail to retain and integrate employees and key personnel of the acquired business and assets; • our management may be reassigned from overseeing existing operations by the need to integrate the acquired business; • we may encounter unforeseen difficulties in extending internal control and financial reporting systems at the newly acquired business; 26 • we may fail to successfully implement technological integration with the newly acquired business or may exceed the capabilities of our technology infrastructure and applications; • we may not be able to generate adequate returns; • we may encounter and fail to address risks or other problems associated with or arising from our reliance on the representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies and assets; • we may suffer adverse short-term effects on operating results through increased costs and may incur future impairments of goodwill associated with the acquired business; • we may be required to increase our leverage and debt service or to assume unexpected liabilities in connection with our acquisitions; and • we may encounter unforeseen challenges in entering new markets in which we have little or no experience.
These exposures include but are not limited to: • re-measurement gains and losses from changes in the value of foreign denominated assets and liabilities; • translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars, our functional currency, upon consolidation; and • planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual 23 results occur.
These exposures include but are not limited to: • re-measurement gains and losses from changes in the value of foreign denominated assets and liabilities; • translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars, our functional currency, upon consolidation; and • planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results occur.
We also own minority interests in a number of entities, such as MediBeacon, Triple Ring Technologies, Inc. and Scaled Cell Solutions, Inc., over which we do not exercise, or have only limited, management control, and we are, therefore, unable to direct or manage the business to realize the anticipated benefits that we can achieve through full integration.
We also own minority interests in a number of entities, such as MediBeacon, Triple Ring Technologies, Inc. and Scaled Cell, over which we do not exercise, or have only limited, management control, and we are, therefore, unable to direct or manage the business to realize the anticipated benefits that we can achieve through full integration.
Pansend will rely on patents to protect a significant part of Pansend’s intellectual property and to enhance Pansend’s competitive position. However, Pansend’s pending or future patent applications may be denied, and any patent previously issued to Pansend or Pansend’s subsidiaries may be challenged, invalidated, held unenforceable or circumvented. In particular, R2 filed a patent application with the U.S.
Pansend will rely on patents to protect a significant part of Pansend’s intellectual property and to enhance Pansend’s competitive position. However, Pansend’s pending or future patent applications may be denied, and any patent previously issued to Pansend or Pansend’s subsidiaries may be challenged, invalidated, held unenforceable or circumvented. In particular, R2 Technologies filed a patent application with the U.S.
This significant amount of indebtedness poses risks such as risk of inability to repay such indebtedness, as well as: • increased vulnerability to general adverse economic and industry conditions; • higher interest expense if interest rates increase on our floating rate borrowings are not effective to mitigate the effects of these increases; • our Secured Notes are secured by substantially all of INNOVATE’s assets and those of certain of INNOVATE’s subsidiaries that have guaranteed the Secured Notes, including certain equity interests in our other subsidiaries and other investments, as well as certain intellectual property and trademarks, and those assets cannot be pledged to secure other financings; • certain assets of our subsidiaries are pledged to secure their indebtedness, and those assets cannot be pledged to secure other financings; • our having to divert a significant portion of our cash flow from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; • limiting our ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt and fewer other outstanding obligations.
This significant amount of indebtedness poses risks such as risk of inability to repay such indebtedness, as well as: • increased vulnerability to general adverse economic and industry conditions; • higher interest expense if interest rates increase on our floating rate borrowings are not effective to mitigate the effects of these increases; 23 • our 2026 Senior Secured Notes are secured by substantially all of INNOVATE’s assets and those of certain of INNOVATE’s subsidiaries that have guaranteed the 2026 Senior Secured Notes, including certain equity interests in our other subsidiaries and other investments, as well as certain intellectual property and trademarks, and those assets cannot be pledged to secure other financings; • certain assets of our subsidiaries are pledged to secure their indebtedness, and those assets cannot be pledged to secure other financings; • our having to divert a significant portion of our cash flow from operations to payments on our indebtedness and other arrangements, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; • limiting our ability to obtain additional financing, on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may limit our ability to implement our business strategy; • limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and • placing us at a competitive disadvantage compared to our competitors that have less debt and fewer other outstanding obligations.
Despite our implementation of industry-accepted security measures and technology, our information systems are vulnerable to and have been in the past subject to computer viruses, malicious codes, unauthorized access, phishing efforts, denial-of-service attacks and other cyber-attacks and we expect to be subject to similar attacks in the future as such attacks become more sophisticated and frequent.
Despite our implementation of industry-accepted security measures and technology, our information systems are vulnerable to and have been subject to cyber-attacks, computer viruses, malicious codes, unauthorized access, phishing efforts, denial-of-service attacks and other cyber-attacks and we expect to be subject to similar attacks in the future as such attacks become more sophisticated and frequent.
Cybersecurity attacks could also include attacks targeting sensitive data or the security, integrity and/or reliability of the hardware and software installed in products we use. Additionally, the rapid advancement of AI may give rise to additional cyber vulnerabilities. Through generative AI, potential threats may have new tools to automate and refine attacks or evade detection.
Cybersecurity attacks could also include attacks targeting sensitive data or the security, integrity and/or reliability of the hardware and software installed in products we use. Additionally, the rapid advancement of AI may give rise to additional cybersecurity vulnerabilities. Through generative AI, potential threats may have new tools to automate and refine attacks or evade detection.
For instance, in 2014, after substantial acquisitions of our common stock were reported by new beneficial owners, and we issued shares of our preferred stock, convertible into our common stock. We conducted a Section 382 review. The conclusions of this review indicated that an ownership change had occurred as of May 29, 2014.
For instance, in 2014, after substantial acquisitions of our common stock were reported by new beneficial owners, and we issued shares of our preferred stock, convertible into our common stock. We conducted a Code Section 382 review. The conclusions of this review indicated that an ownership change had occurred as of May 29, 2014.
For example, the U.S. Physician Payment Sunshine Act, now known as Open Payments, requires Pansend to report to the Centers for Medicare & Medicaid Services, or CMS, payments and other transfers of value to all U.S. physicians and U.S. teaching hospitals, with the reported information made publicly available on a searchable website.
Physician Payment Sunshine Act, now known as Open Payments, requires Pansend to report to the Centers for Medicare & Medicaid Services, or CMS, payments and other transfers of value to all U.S. physicians and U.S. teaching hospitals, with the reported information made publicly available on a searchable website.
Given the scarcity of professionals with the scientific knowledge that Pansend requires and the competition for qualified personnel among life science businesses, Pansend may not succeed in attracting or retaining the personnel Pansend requires to continue and grow its operations. Rapidly changing technology in life sciences could make the products Pansend is developing obsolete.
Given the scarcity of professionals with the scientific knowledge that Pansend requires and the competition for qualified personnel among life sciences businesses, Pansend may not succeed in attracting or retaining the personnel Pansend requires to continue and grow its operations. Rapidly changing technology in life sciences could make the products Pansend is developing obsolete.
The issuance of additional shares of common stock or preferred stock may, among other things: • significantly dilute the equity interest and voting power of all other stockholders; • subordinate the rights of holders of our outstanding common stock and/or preferred stock if preferred stock is issued with rights senior to those afforded to holders of our common stock and/or preferred stock; • trigger an adjustment to the price at which all or a portion of our outstanding preferred stock converts into our common stock, if such stock is issued at a price lower than the then-applicable conversion price; • entitle our existing holders of preferred stock to purchase a portion of such issuance to maintain their ownership percentage, subject to certain exceptions; • call for us to make dividend or other payments not available to the holders of our common stock; and 30 • cause a change in control of our company if a substantial number of shares of our common stock are issued and/or if additional shares of preferred stock having substantial voting rights are issued.
The issuance of additional shares of common stock or preferred stock may, among other things: • significantly dilute the equity interest and voting power of all other stockholders; • subordinate the rights of holders of our outstanding common stock and/or preferred stock if preferred stock is issued with rights senior to those afforded to holders of our common stock and/or preferred stock; • trigger an adjustment to the price at which all or a portion of our outstanding preferred stock converts into our common stock, if such stock is issued at a price lower than the then-applicable conversion price; • entitle our existing holders of preferred stock to purchase a portion of such issuance to maintain their ownership percentage, subject to certain exceptions; • call for us to make dividend or other payments not available to the holders of our common stock; and 32 • cause a change in control of our company if a substantial number of shares of our common stock are issued and/or if additional shares of preferred stock having substantial voting rights are issued.
In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cyber-security attacks and other intentional hacking, could subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.
In addition, the unexpected or sustained unavailability of the information systems or the failure of these systems to perform as anticipated for any reason, including cybersecurity attacks and other intentional hacking, could subject us to legal claims if there is loss, disclosure or misappropriation of or access to our customers’ information and could result in service interruptions, safety failures, security violations, regulatory compliance failures, an inability to protect information and assets against intruders, sensitive data being lost or manipulated and could otherwise disrupt our businesses and result in decreased performance, operational difficulties and increased costs, any of which could adversely affect our business, results of operations, financial condition or liquidity.
These restrictions may interfere with our ability to obtain financings or to engage in other business activities, which could have a material adverse effect on our business and operations. 21 We have significant indebtedness and other financing arrangements and could incur additional indebtedness and other obligations, which could adversely affect our business and financial condition.
These restrictions may interfere with our ability to obtain financings or to engage in other business activities, which could have a material adverse effect on our business and operations. We have significant indebtedness and other financing arrangements and could incur additional indebtedness and other obligations, which could adversely affect our business and financial condition.
Pansend’s customers, or physicians and technicians, as the case may be, may misuse certain of its products, and product liability lawsuits and other damages imposed on Pansend may have a material adverse impact on its business. Pansend faces an inherent risk of product liability as a result of the marketing and sale of its products.
Pansend’s customers, or physicians, aestheticians and technicians, as the case may be, may misuse certain of its products, and product liability lawsuits and other damages imposed on Pansend may have a material adverse impact on its business. Pansend faces an inherent risk of product liability as a result of the marketing and sale of its products.
If DBMG is unable to collect amounts owed to it, this could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 33 DBMG may be exposed to additional risks as it obtains new significant awards and executes its backlog, including greater backlog concentration in fewer projects, potential cost overruns and increasing requirements for letters of credit, and inability to fully realize the revenue value reported in its backlog, a substantial portion of which is attributable to a relatively small number of large contracts or other commitments, each of which could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
If DBMG is unable to collect amounts owed to it, this could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 35 DBMG may be exposed to additional risks as it obtains new significant awards and executes its backlog, including greater backlog concentration in fewer projects, potential cost overruns and increasing requirements for letters of credit, and inability to fully realize the revenue value reported in its backlog, a substantial portion of which is attributable to a relatively small number of large contracts or other commitments, each of which could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
Violations of the FCPA, the Bribery Act, the rules and regulations established by OFAC and other laws, sanctions or regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities, which could materially adversely affect our business, financial condition or results of operations. 28 Additionally, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any negative sentiments towards the United States as a result of such changes, could adversely affect our business.
Violations of the FCPA, the Bribery Act, the rules and regulations established by OFAC and other laws, sanctions or regulations may result in severe criminal or civil penalties, and we may be subject to other liabilities, which could materially adversely affect our business, financial condition or results of operations. 30 Additionally, changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we currently develop and sell products, and any negative sentiments towards the United States as a result of such changes, could adversely affect our business.
Our ability to utilize our net operating loss ("NOL") and other tax carryforward amounts, such as Section 163(j) disallowed interest carryforwards, to reduce taxable income in future years may be limited for various reasons.
Our ability to utilize our net operating loss ("NOL") and other tax carryforward amounts, such as Code Section 163(j) disallowed interest carryforwards, to reduce taxable income in future years may be limited for various reasons.
Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively. 25 We may not be able to fully utilize our net operating loss and other tax carryforwards.
Our future financial performance and our ability to compete effectively will depend, in part, on our ability to manage any future growth effectively. We may not be able to fully utilize our net operating loss and other tax carryforwards.
Subject to the terms of any applicable covenants in financing arrangements or other agreements, we may from time to time or may in the future enter into additional transactions in which such persons have an interest.
Subject to the terms of any applicable covenants in financing arrangements or other agreements, we may from time to time enter into additional transactions in which such persons have an interest.
In addition, such parties may have an interest in certain transactions such as strategic partnerships or joint ventures in which we are involved, and may also compete with us. 26 In the course of their other business activities, certain of our current and future directors and officers may become aware of business and acquisition opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.
In addition, such parties may have an interest in certain transactions such as strategic partnerships or joint ventures in which we are involved, and may also compete with us. 28 In the course of their other business activities, certain of our current and future directors and officers may become aware of business and acquisition opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated.
We may remain liable for certain tax obligations of certain disposed companies, and we may be required to make material payments in connection therewith. 29 Our participation in any future joint investment could be adversely affected by our lack of sole decision-making authority, our reliance on a partner’s financial condition and disputes between us and the relevant partners.
We may remain liable for certain tax obligations of certain disposed companies, and we may be required to make material payments in connection therewith. 31 Our participation in any future joint investment could be adversely affected by our lack of sole decision-making authority, our reliance on a partner’s financial condition and disputes between us and the relevant partners.
Other remedies that government agencies may seek for improper activities or performance issues include sanctions such as forfeiture of profit and suspension of payments. 34 In addition to the risks noted above, legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.
Other remedies that government agencies may seek for improper activities or performance issues include sanctions such as forfeiture of profit and suspension of payments. 36 In addition to the risks noted above, legislatures typically appropriate funds on a year-by-year basis, while contract performance may take more than one year.
Each medical device that Pansend wishes to market in the U.S. must first receive either 510(k) clearance or PMA from the FDA unless an exemption applies. Either process can be lengthy and expensive. The FDA's 510(k) clearance process may take from three to twelve months, or longer, and may or may not require human clinical data.
Each medical device that Pansend wishes to market in the U.S. must first receive either 510(k) clearance or premarket approval ("PMA") from the FDA unless an exemption applies. Either process can be lengthy and expensive. The FDA's 510(k) clearance process may take from three to twelve months, or longer, and may or may not require human clinical data.
If, for any reason, one or more senior executives or key personnel were not to remain active in our Company, our results of operations could be adversely affected. 22 On July 23, 2023, we announced the unexpected passing of Wayne Barr, our President, Chief Executive Officer and Director. Mr.
If, for any reason, one or more senior executives or key personnel were not to remain active in our Company, our results of operations could be adversely affected. On July 23, 2023, we announced the unexpected passing of Wayne Barr, our President, Chief Executive Officer ("CEO") and Director. Mr.
Continued uncertainty in the U.S. and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs. 27 Climate change may have an impact on our business.
Continued uncertainty in the U.S. and international markets and economies and prolonged stagnation in business and consumer spending may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our customers, including our ability to access capital markets and obtain capital lease financing to meet liquidity needs. 29 Climate change may have an impact on our business.
We have experienced significant historical, and may experience significant future, operating losses and net losses, which may hinder our ability to meet working capital requirements or service our indebtedness, and we cannot assure you that we will generate sufficient cash flow from operations to meet such requirements or service our indebtedness.
We have experienced significant historical, and may experience significant future, operating losses and net losses, which may hinder our ability to meet working capital requirements or service our indebtedness, and we cannot assure you that we will generate sufficient cash flows from operations to meet such requirements or service our indebtedness.
Such expenditures could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 32 The nature of DBMG’s primary contracting terms for its contracts, including fixed-price and cost-plus pricing, could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
Such expenditures could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition. 34 The nature of DBMG’s primary contracting terms for its contracts, including fixed-price and cost-plus pricing, could have a material adverse effect on DBMG’s results of operations, cash flows or financial condition.
Although to date, such attacks have not had a material impact on our financial condition, results of operations or liquidity, there can be no assurance that our cyber-security measures and technology will adequately protect us from these and other risks, including internal and external risks such as natural disasters and power outages and internal risks such as insecure coding and human error.
Although to date, such attacks have not had a material impact on our financial condition, results of operations or liquidity, there can be no assurance that our cybersecurity measures and technology will adequately protect us from these and other risks, including internal and external risks such as natural disasters and power outages and internal risks such as insecure coding and human error.
We have in the past engaged in transactions in which such persons have an interest (for example, the 2021 sale of CIG to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a former director of the Company).
We have in the past engaged in transactions in which such persons have an interest (for example, the 2021 sale of Continental Insurance Group ("CIG") to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a former director of the Company).
We may issue additional shares of common stock or preferred stock, which could dilute the interests of our stockholders and present other risks. Our certificate of incorporation, as amended, authorizes the issuance of up to 160,000,000 shares of common stock and 20,000,000 shares of preferred stock.
We may issue additional shares of common stock or preferred stock, which could dilute the interests of our stockholders and present other risks. Our certificate of incorporation, as amended, authorizes the issuance of up to 250,000,000 shares of common stock and 20,000,000 shares of preferred stock.
To be able to commercialize Pansend’s planned products, it may elect to internally develop aspects of sales, marketing, large-scale manufacturing, or distribution, or it may elect to utilize third parties with respect to one or more of these items.
To be able to commercialize Pansend’s planned products, Pansend may elect to internally develop aspects of sales, marketing, large-scale manufacturing, or distribution, or Pansend may elect to utilize third parties with respect to one or more of these items.
Broadcasting also faces competition from (i) local free over-the-air broadcast television and radio stations; (ii) telecommunication companies; (iii) cable and satellite system operators and cable networks; (iv) print media providers such as newspapers, direct mail and periodicals; (v) internet search engines, internet service providers, websites, and mobile applications; (vi) viewers moving to programming alternatives and alternate media content providers, a process known as "cord cutting"; and (vii) other emerging technologies including mobile television.
Broadcasting also faces competition from (i) local free OTA broadcast television and radio stations; (ii) telecommunication companies; (iii) cable and satellite system operators and cable networks; (iv) print media providers such as newspapers, direct mail and periodicals; (v) internet search engines, internet service providers, websites, and mobile applications; (vi) viewers moving to programming alternatives and alternate media content providers, a process known as "cord cutting"; and (vii) other emerging technologies including mobile television.
Barr had served as a director of INNOVATE since January 2014 and as CEO since November 2020. Following Mr. Barr’s death, on July 25, 2023, Paul K. Voigt was named Interim Chief Executive Officer of the Company. Mr. Voigt has served as Senior Managing Director of Investments at Lancer Capital, LLC ("Lancer Capital") since 2019. From 2014 to 2018, Mr.
Barr had served as a director of INNOVATE since January 2014 and as CEO since November 2020. Following Mr. Barr’s death, on July 25, 2023, Paul K. Voigt was named Interim CEO of the Company. Mr. Voigt has served as Senior Managing Director of Investments at Lancer Capital, LLC ("Lancer Capital") since 2019. From 2014 to 2018, Mr.
R2’s procedures are elective aesthetic procedures, the cost of which must be borne by the patient and is not covered by or reimbursable through government or private health insurance. In order to generate repeat and referral business, patients must be satisfied with the effectiveness of the procedures conducted using R2’s systems.
R2 Technologies’ procedures are elective aesthetic procedures, the cost of which must be borne by the patient and is generally not covered by or reimbursable through government or private health insurance. In order to generate repeat and referral business, patients must be satisfied with the effectiveness of the procedures conducted using R2’s systems.
Investors should evaluate an investment in Pansend in light of the uncertainties encountered by developing medical technology companies in a competitive environment. There can be no assurance that Pansend’s efforts will be successful or that it will ultimately be able to achieve profitability.
Investors should evaluate an investment in Pansend in light of the uncertainties encountered by developing medical technology companies and life sciences companies in a competitive environment. There can be no assurance that Pansend’s efforts will be successful or that it will ultimately be able to achieve profitability.
A portion of DBMG’s employees are represented by labor unions, and 14.1% of DBMG’s employees are covered under collective bargaining agreements that expire in less than one year, at which time they will be renegotiated. A lengthy strike or other work stoppage at any of its facilities could have a material adverse effect on DBMG’s business.
A portion of DBMG’s employees are represented by labor unions, and 8.3% of DBMG’s employees are covered under collective bargaining agreements that expire in less than one year, at which time they will be renegotiated. A lengthy strike or other work stoppage at any of its facilities could have a material adverse effect on DBMG’s business.
The Company had 17 pending renewal applications at the end of 2023, and will have no applications due in 2024. Third parties may oppose license renewals. A station remains authorized to operate while its license renewal application is pending. License Assignments. The Communications Act requires prior FCC approval for the assignment or transfer of control of an FCC licensee.
The Company had 4 pending renewal applications at the end of 2024, and will have no applications due in 2025. Third parties may oppose license renewals. A station remains authorized to operate while its license renewal application is pending. License Assignments. The Communications Act requires prior FCC approval for the assignment or transfer of control of an FCC licensee.
The 2021 Preservation Plan was intended to help protect the Company's ability to use its tax net operating losses and other certain tax assets ("Tax Benefits") by deterring an "ownership change," as defined under the Code, by a person or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of the outstanding common shares.
The 2021 Preservation Plan was intended to help protect the Company's ability to use its tax NOLs and other certain tax assets ("Tax Benefits") by deterring an "ownership change," as defined under the Code, by a person or group of affiliated or associated persons from acquiring beneficial ownership of 4.9% or more of the outstanding common shares.
Loss of our key management or other personnel, including the recent unexpected passing of our Chief Executive Officer, President and Director, could adversely impact our business.
Loss of our key management or other personnel, including the 2023 unexpected passing of our Chief Executive Officer, President and Director, could adversely impact our business.
The FCC’s rules require operational full-power and Class A stations to file quarterly reports demonstrating compliance with these regulations. 43 Low Power Television and TV Translator Authorizations. LPTV stations and TV Translators have "secondary spectrum priority" to full-service television stations.
The FCC’s rules require operational full-power and Class A stations to file quarterly reports demonstrating compliance with these regulations. 47 LPTV and TV Translator Authorizations. LPTV stations and TV Translators have "secondary spectrum priority" to full-service television stations.
Also, a slowing adoption of the ATSC 3.0 standards, as well as potential barriers related to an industry shift to next-generation telecommunications technologies, such as a fifth-generation mobile network ("5G") and datacasting may lead to an unpredictable landscape for the broadcasting industry. 42 Cable companies and others have developed national advertising networks in recent years that increase the competition for national advertising.
Also, a slowing adoption of the ATSC 3.0 standards, as well as potential barriers related to an industry shift to next-generation telecommunications technologies, such as 5G and datacasting may lead to an unpredictable landscape for the broadcasting industry. 46 Cable companies and others have developed national advertising networks in recent years that increase the competition for national advertising.
We expect that Pansend’s future financial results will depend primarily on its success in launching, selling, and supporting its therapies and treatments, including R2’s Glacial systems or other products based on Pansend’s technology.
We expect that Pansend’s future financial results will depend primarily on its success in launching, selling, and supporting its therapies and treatments, including R2 Technologies' Glacial systems or other products based on Pansend’s technology.
Thus, its ability to service its debt, including the $330.0 million in aggregate principal amount of 8.5% Senior Secured Notes due 2026 (the "Secured Notes"), $51.8 million aggregate principal of 7.50% convertible senior notes due 2026 (the "2026 Convertible Notes"), $35.1 million aggregate principal amount of 9.0% unsecured notes issued to the Continental General Insurance Company ("CGIC") due 2026 (the "CGIC Unsecured Note") and $20.0 million secured revolving credit agreement (the “Revolving Credit Agreement”), of which $20.0 million was drawn as of December 31, 2023, and to finance future acquisitions, is dependent on the ability of its subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to INNOVATE.
Thus, its ability to service its debt, including the $330.0 million in aggregate principal amount of 8.5% Senior Secured Notes due 2026 (the "2026 Senior Secured Notes"), $48.9 million aggregate principal of 7.50% convertible senior notes due 2026 (the "2026 Convertible Notes"), $31.0 million aggregate principal amount of 16.0% unsecured notes issued to the Continental General Insurance Company ("CGIC") due 2026 (the "CGIC Unsecured Note") and the $20.0 million secured revolving credit agreement (the “Revolving Credit Agreement”), of which $20.0 million was drawn as of December 31, 2024, and to finance future acquisitions, is dependent on the ability of its subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions to INNOVATE.
As of December 31, 2023 and 2022, management concluded that our internal control over financial reporting was effective.
As of December 31, 2024 and 2023, management concluded that our internal control over financial reporting was effective.
As a result, Pansend may not be able to compete effectively against current and potential future competitors or their devices and products. Pansend may rely on third parties for its sales, marketing, manufacturing and/or distribution, and these third parties may not perform satisfactorily.
As a result, Pansend may not be able to compete effectively against current and potential future competitors or their devices and products. Pansend may rely on third parties for its sales, marketing, manufacturing and/or distribution, including delivery service providers, and these third parties may not perform satisfactorily.
If R2’s facility, or the facilities of its third-party contract manufacturers, suffer damage, or a force majeure event, this could materially impact R2’s ability to operate.
If R2 Technologies' facility, or the facilities of its third-party contract manufacturers, suffer damage, or a force majeure event, this could materially impact R2 Technologies' ability to operate.
Furthermore, any proceeds that we could realize from any such disposition may not be adequate to meet our obligations. For the years ended December 31, 2023 and 2022, we recognized cash flows provided by continuing operating activities of $26.5 million and cash used in continuing operating activities of $9.5 million, respectively.
Furthermore, any proceeds that we could realize from any such disposition may not be adequate to meet our obligations. For the years ended December 31, 2024 and 2023, we recognized cash flows provided by operating activities of $9.1 million and $26.5 million, respectively.
We cannot assure you that we will recognize net income in future periods. If we cannot generate net income or sufficient operating profitability, we may not be able to meet our working capital requirements or service our indebtedness.
We cannot assure you that we will recognize net income or positive cash flows from operations in future periods. If we cannot generate net income or sufficient operating profitability, we may not be able to meet our working capital requirements or service our indebtedness.
We may issue shares of common stock or additional shares of preferred stock to raise additional capital, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.
We may issue shares of common stock or additional shares of preferred stock to raise additional capital, such as during the Rights Offering which closed during 2024, to complete a business combination or other acquisition, to capitalize new businesses or new or existing businesses of our operating subsidiaries or pursuant to other employee incentive plans, any of which could dilute the interests of our stockholders and present other risks.
An adverse change in any of the following could have a material adverse effect on DBMG’s results of operations or financial condition: • its ability to identify and develop relationships with qualified suppliers; • the terms and conditions upon which it purchases products from its suppliers, including applicable exchange rates, transport costs and other costs, its suppliers’ willingness to extend credit to it to finance its inventory purchases and other factors beyond its control; • financial condition of its suppliers; • political instability in the countries in which its suppliers are located; • its ability to import products; • its suppliers’ noncompliance with applicable laws, trade restrictions and tariffs; • its inability to find replacement suppliers in the event of a deterioration of the relationship with current suppliers; or • its suppliers’ ability to manufacture and deliver products according to its standards of quality on a timely and efficient basis.
An adverse change in any of the following could have a material adverse effect on DBMG’s results of operations or financial condition: • its ability to identify and develop relationships with qualified suppliers; • the terms and conditions upon which it purchases products from its suppliers, including applicable exchange rates, transport costs and other costs, its suppliers’ willingness to extend credit to it to finance its inventory purchases and other factors beyond its control; • financial condition of its suppliers; • political instability in the countries in which its suppliers are located; • its ability to import products; • its suppliers’ noncompliance with applicable laws, trade restrictions and tariffs, including the imposition of or increase in tariffs, export controls and other trade restrictions; • its inability to find replacement suppliers in the event of a deterioration of the relationship with current suppliers; or • its suppliers’ ability to manufacture and deliver products according to its standards of quality on a timely and efficient basis. 37 Intense competition in the markets DBMG serves could reduce DBMG’s market share and earnings.
On February 26, 2024, the Company was notified by the NYSE that the average closing price of the Company's common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price required by Section 802.01C.
On February 26, 2024, the Company was notified by the New York Stock Exchange ("NYSE") that the average closing price of the Company's common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price required by Section 802.01C of the NYSE Listed Company Manual (“Section 802.01C”).
We recognized net loss attributable to INNOVATE of $35.2 million in 2023 and net loss attributable to INNOVATE of $35.9 million in 2022, and have incurred net losses in prior periods. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to fund our liquidity needs.
We recognized net loss attributable to INNOVATE of $34.6 million in 2024 and net loss attributable to INNOVATE of $35.2 million in 2023, and we have also incurred net losses in other prior periods. We cannot assure you that our business will generate cash flow from operations in an amount sufficient to fund our liquidity needs.
The decision to undergo one of R2’s procedures is thus driven by patient demand, which may be influenced by a number of factors, such as: • the success of R2’s sales and marketing programs; • the extent to which R2’s physician customers recommend its procedures to their patients; • the extent to which R2’s procedures satisfy patient expectations; • R2’s ability to properly train its physician customers in the use of its systems so that their patients do not experience excessive discomfort during treatment or adverse side effects; • the cost, safety, and effectiveness of R2’s systems versus other aesthetic treatments; • consumer sentiment about the benefits and risks of aesthetic procedures generally and R2’s systems in particular; • the success of any direct-to-consumer marketing efforts R2 may initiate; and • general consumer confidence, which may be impacted by economic and political conditions outside of R2’s control. 41 R2’s financial performance will be negatively impacted in the event it cannot generate significant patient demand for procedures performed with its systems.
The decision to undergo one of R2’s procedures is, thus, driven by patient demand, which may be influenced by a number of factors, such as: • the success of R2’s sales and marketing programs; • the extent to which R2’s physician customers recommend its procedures to their patients; • the extent to which R2 Technologies’ procedures satisfy patient expectations; • R2 Technologies’ ability to properly train its physician customers in the use of its systems so that their patients do not experience excessive discomfort during treatment or adverse side effects; • the cost, safety, and effectiveness of R2 Technologies’ systems versus other aesthetic treatments; • consumer sentiment about the benefits and risks of aesthetic procedures generally and R2 Technologies’ systems in particular; • the success of any direct-to-consumer marketing efforts R2 Technologies may initiate; and • general consumer confidence, which may be impacted by economic and political conditions outside of R2 Technologies’s control.
Pansend is also subject to other risks relating to its manufacturing capabilities, including: • quality and reliability of components, sub-assemblies and materials that Pansend sources from third-party suppliers, who are required to meet Pansend’s quality specifications, some of whom are Pansend’s single-source suppliers for the products they supply; • failure to secure raw materials, components and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; • inability to secure raw materials, components and materials of sufficient quality to meet the exacting needs of medical device manufacturing; • failure to maintain compliance with quality system requirements or pass regulatory quality inspections; • inability to increase production capacity or volumes to meet demand; and • inability to design or modify production processes to enable Pansend to produce future products efficiently or implement changes in current products in response to design or regulatory requirements. 40 These risks could be exacerbated by Pansend’s limited experience as an entity with large-scale commercial manufacturing.
Pansend is also subject to other risks relating to its manufacturing capabilities, including: • quality and reliability of components, sub-assemblies and materials that Pansend sources from third-party suppliers, who are required to meet Pansend’s quality specifications, some of whom are Pansend’s single-source suppliers for the products they supply; • failure to secure raw materials, components and materials in a timely manner, in sufficient quantities or on commercially reasonable terms; • inability to secure raw materials, components and materials of sufficient quality to meet the exacting needs of medical device manufacturing; 44 • failure to maintain compliance with quality system requirements or pass regulatory quality inspections; • inability to increase, suspend or reduce production capacity or volumes to meet demand; and • inability to design or modify production processes to enable Pansend to produce future products efficiently or implement changes in current products in response to design or regulatory requirements.
Intense competition in the markets DBMG serves could reduce DBMG’s market share and earnings. The principal geographic and product markets DBMG serves are highly competitive, and this intense competition is expected to continue. DBMG competes with other contractors for commercial, industrial and specialty projects on a local, regional, or national basis.
The principal geographic and product markets DBMG serves are highly competitive, and this intense competition is expected to continue. DBMG competes with other contractors for commercial, industrial and specialty projects on a local, regional, or national basis.
For example, R2's third-party contract manufacturer has a manufacturing facility located in Sunnyvale, California where they produce, package and warehouse the Glacial Rx system. R2 also relies on a global third-party manufacturer for production of some of the components used in the Glacial Rx System.
For example, R2 Technologies' third-party contract manufacturer has a manufacturing facility located in Sunnyvale, California where they produce, package and warehouse the Glacial Rx, Glacial fx and Glacial Spa systems. R2 Technologies also relies on a global third-party manufacturer for production of some of the components used in the Glacial Rx and Glacial fx/Spa systems.
As of December 31, 2023, the Company had $80.8 million of cash and cash equivalents, excluding restricted cash. On a stand-alone basis, as of December 31, 2023, the Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $2.5 million. INNOVATE’s principal source of cash and cash flow is distributions from its subsidiaries.
As of December 31, 2024, the Company had $48.8 million of cash and cash equivalents, excluding restricted cash. On a stand-alone basis, as of December 31, 2024, the Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $13.8 million. INNOVATE’s principal source of cash and cash flow is distributions from its subsidiaries.
Conversion of the 2026 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes, or may otherwise depress the market price of our common stock. As of December 31, 2023, the holders of our 2026 Convertible Notes had rights to convert their notes into 12,126,046 shares of our common stock.
Conversion of the 2026 Convertible Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their Convertible Notes, or may otherwise depress the market price of our common stock. As of December 31, 2024, the holders of our 2026 Convertible Notes had rights to convert their notes into 1,154,857 shares of our common stock.
We and our subsidiaries may not be able to attract and/or retain additional skilled personnel. We may not be able to attract new personnel, including management and technical and sales personnel, necessary for future growth, or replace lost personnel. In particular, the activities of some of our operating subsidiaries require personnel with highly specialized skills.
We may not be able to attract new personnel, including management and technical and sales personnel, necessary for future growth, or replace lost personnel. In particular, the activities of some of our operating subsidiaries require personnel with highly specialized skills. Competition for the best personnel in our businesses can be intense.
These fluctuations may occur due to a variety of factors, many of which are outside of Pansend’s control and may be difficult to predict, including: • the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s product and product candidates, which may change from time to time; 37 • the timing of receipt of approvals or clearances for Pansend’s product candidates from regulatory authorities in the U.S. or internationally; • the timing and status of enrollment for Pansend’s clinical trials; • coverage and reimbursement policies with respect to Pansend’s product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products; • the cost of manufacturing Pansend’s product, as well as building out its supply chain, which may vary depending on the quantity of • production and the terms of Pansend’s agreements with manufacturers; • expenditures that Pansend may incur to acquire, develop or commercialize additional product candidates and technologies; • the level of demand for Pansend’s product and any product candidates, if approved or cleared, which may vary significantly over time; • litigation, including patent, employment, securities class action, stockholder derivative, general commercial, and other lawsuits; and • the timing and success or failure of nonclinical studies and clinical trials for Pansend’s product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s competitors or partners.
These fluctuations may occur due to a variety of factors, many of which are outside of Pansend’s control and may be difficult to predict, including: • the timing and cost of, and level of investment in, research, development, and commercialization activities relating to Pansend’s product and product candidates, which may change from time to time; • the timing of receipt of approvals or clearances for Pansend’s product candidates from regulatory authorities in the U.S. or internationally; • the timing and status of enrollment for Pansend’s clinical trials; the timing and success or failure of nonclinical studies and clinical trials for Pansend’s product candidates or competing product candidates, or any other change in the competitive landscape of the life sciences industry, including consolidation among Pansend’s competitors or partners; • coverage and reimbursement policies with respect to Pansend’s product and product candidates, including the degree to which treatments using its products are covered and receive adequate reimbursement from third-party payors, and potential future drugs or devices that compete with its products, and competition in general and competitive developments in the market; • the cost of manufacturing Pansend’s product, as well as building out its supply chain, which may vary depending on the quantity of production and the terms of Pansend’s agreements with manufacturers; • expenditures that Pansend may incur to acquire, develop or commercialize additional product candidates and technologies; • the level of demand for Pansend’s product and any product candidates, if approved or cleared, which may vary significantly over time and may experience seasonal fluctuations in demand; • litigation, including patent, employment, securities class action, stockholder derivative, general commercial, product liability and other lawsuits or claims; • changes in geographic, channel or product mix; • weakness in consumer spending as a result of a slowdown in the global, U.S. or other economies; • changes in relationships with our customers and distributors, including timing of orders; and • our inability to scale, suspend or reduce production based on variations in product demand.
The unexpected loss of the services of one or more of these individuals, whether due to competition, distraction caused by personal matters or otherwise, could have a detrimental effect on the financial condition or results of operations of our businesses, and could hinder the ability of such businesses to effectively compete in the various industries in which we operate.
The unexpected loss of the services of one or more of these individuals, whether due to competition, distraction caused by personal matters or otherwise, could have a detrimental effect on the financial condition or results of operations of our businesses, and could hinder the ability of such businesses to effectively compete in the various industries in which we operate. 24 We and our subsidiaries may not be able to attract and/or retain additional skilled personnel.
Failure to comply with these legal and regulatory requirements could impact Pansend’s business, and it has had and will continue to spend substantial time and financial resources to develop and implement enhanced structures, policies, systems and processes to comply with these legal and regulatory requirements, which may also impact Pansend’s business and which could have a material adverse effect on its business, financial condition, and results of operations.
Failure to comply with these legal and regulatory requirements could impact Pansend’s business, and it has had and will continue to spend substantial time and financial resources to develop and implement enhanced structures, policies, systems and processes to comply with these legal and regulatory requirements, which may also impact Pansend’s business and which could have a material adverse effect on its business, financial condition, and results of operations. 43 International regulatory approval processes may take more or less time than the FDA clearance or approval process.
While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations who are also focused on mitigating their own climate-related risks, we recognize that there are inherent climate change-related risks wherever business is conducted. Any of our primary locations may be vulnerable to the adverse effects of climate change.
While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations who are also focused on mitigating their own climate-related risks, we recognize that there are inherent climate change-related risks wherever business is conducted.
In addition, if INNOVATE depends on distributions and loans from its subsidiaries to make payments on INNOVATE’s debt, and if such subsidiaries were unable to distribute or loan money to INNOVATE, INNOVATE could default on its debt, which would permit the holders of such debt to accelerate the maturity of the debt which may also accelerate the maturity of other debt of ours with cross-default or cross-acceleration provisions. 20 To service our indebtedness and other obligations, we will require a significant amount of cash.
In addition, if INNOVATE depends on distributions and loans from its subsidiaries to make payments on INNOVATE’s debt, and if such subsidiaries were unable to distribute or loan money to INNOVATE, INNOVATE could default on its debt, which would permit the holders of such debt to accelerate the maturity of the debt which may also accelerate the maturity of other debt of ours with cross-default or cross-acceleration provisions.
As DBMG obtains new significant project awards, these projects may use larger sums of working capital than other projects and DBMG’s backlog may become concentrated among a smaller number of customers. At December 31, 2023, DBMG's backlog was $1,057.2 million, consisting of $1,032.9 million under contracts or purchase orders and $24.3 million under letters of intent or notices to proceed.
As DBMG obtains new significant project awards, these projects may use larger sums of working capital than other projects, and DBMG’s backlog may become concentrated among a smaller number of customers. At December 31, 2024, DBMG's backlog was $957.2 million, consisting of $793.8 million under contracts or purchase orders and $163.4 million under letters of intent or notices to proceed.
Such reviews and investigations may result in civil and criminal proceedings; the imposition of substantial fines and penalties; the receipt of warning letters, untitled letters, demands for recalls or the seizure of Pansend’s products; the requirement to enter into corporate integrity agreements, stipulated judgments or other administrative remedies, and result in Pansend’s incurring substantial unanticipated costs and the diversion of key personnel and management’s attention from their regular duties, any of which may have an adverse effect on Pansend’s financial condition, results of operations and liquidity, and may result in greater and continuing governmental scrutiny of Pansend’s business in the future. 39 Additionally, federal, state and foreign governments and entities have enacted laws and issued regulations and other standards requiring increased visibility and transparency of Pansend’s interactions with healthcare providers.
Such reviews and investigations may result in civil and criminal proceedings; the imposition of substantial fines and penalties; the receipt of warning letters, untitled letters, demands for recalls or the seizure of Pansend’s products; the requirement to enter into corporate integrity agreements, stipulated judgments or other administrative remedies, and result in Pansend’s incurring substantial unanticipated costs and the diversion of key personnel and management’s attention from their regular duties, any of which may have an adverse effect on Pansend’s financial condition, results of operations and liquidity, and may result in greater and continuing governmental scrutiny of Pansend’s business in the future.
These include provisions: • authorizing a board of directors to issue preferred stock; • prohibiting cumulative voting in the election of directors; • limiting the persons who may call special meetings of stockholders; • prohibiting stockholder actions by written consent; • creating a classified board of directors pursuant to which our directors are elected for staggered three-year terms; • permitting the board of directors to increase the size of the board and to fill vacancies; • requiring a super-majority vote of our stockholders to amend our bylaws and certain provisions of our certificate of incorporation; and • establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
These include provisions: • authorizing a board of directors to issue preferred stock; • prohibiting cumulative voting in the election of directors; • limiting the persons who may call special meetings of stockholders; • prohibiting stockholder actions by written consent; • creating a classified board of directors pursuant to which our directors are elected for staggered three-year terms; • permitting the board of directors to increase the size of the board and to fill vacancies; • requiring a super-majority vote of our stockholders to amend our bylaws and certain provisions of our certificate of incorporation; and • establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings. 33 We are subject to the provisions of Section 203 of the Delaware General Corporation Law which limit the right of a corporation to engage in a business combination with a holder of 15 percent or more of the corporation’s outstanding voting securities, or certain affiliated persons.
Our failure to meet the continued listing requirements of NYSE could result in a delisting of our securities, which in turn could adversely affect our financial condition and the market for our common stock.
Our inability or failure to do so could harm our business, financial condition, and results of operations. 25 Our failure to meet the continued listing requirements of NYSE could result in a delisting of our securities, which in turn could adversely affect our financial condition and the market for our common stock.
DBMG’s dependence on suppliers of steel and steel components makes it vulnerable to a disruption in the supply of its products. DBMG purchases a majority of the steel and steel components utilized in the course of completing projects from several domestic and foreign steel producers and suppliers. DBMG generally does not have long-term contracts with its suppliers.
DBMG purchases a majority of the steel and steel components utilized in the course of completing projects from several domestic and foreign steel producers and suppliers. DBMG generally does not have long-term contracts with its suppliers.
Pansend has limited experience in manufacturing its products in large-scale commercial quantities and may face manufacturing risks that may adversely affect its ability to manufacture products and could reduce its gross margins and negatively affect its business and operating results.
Pansend has limited experience in manufacturing its products in large-scale commercial quantities and may face manufacturing risks , including an inability to scale, suspend or reduce production based on variations in product demand, that may adversely affect its ability to manufacture products and could reduce its gross margins and negatively affect its business and operating results.
As a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"), the deduction for NOLs arising in tax years after December 31, 2017, will be limited to 80% of taxable income, although they can be carried forward indefinitely. NOLs that arose prior to the years beginning January 1, 2018 are still subject to the same carryforward periods.
As a result of the enactment of the Tax Cuts and Jobs Act ("TCJA"), the deduction for NOLs arising in tax years after December 31, 2017, will be limited to 80% of taxable income, although they can be carried forward indefinitely.
If third parties make claims of intellectual property infringement against Pansend, or otherwise seek to establish their intellectual property rights equal or superior to Pansend’s, it may have to spend time and money in response and potentially discontinue certain of Pansend’s operations.
As a result, the validity and enforceability of Pansend’s patents cannot be predicted with certainty. 45 If third parties make claims of intellectual property infringement against Pansend, or otherwise seek to establish their intellectual property rights equal or superior to Pansend’s, it may have to spend time and money in response and potentially discontinue certain of Pansend’s operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeMaterial Effects of Cybersecurity Risks Our business strategy, results of operation and financial condition have been not been materially affected by risks from cybersecurity threats, nor did we experience any significant cybersecurity incidents in 2023. However, we cannot provide assurances that they will not be materially affected by such risks or material incidents in the future.
Biggest changeHowever, we cannot provide assurances that they will not be materially affected by such risks or material incidents in the future. We continually assess the material effects of potential cybersecurity risks on our financial and operational performance and maintain comprehensive insurance coverage to mitigate financial losses from potential cybersecurity incidents.
Our strategic investments in cybersecurity are tailored to address the unique challenges and risks pertinent to our industry and operational scope. 44 Governance and Oversight The governance of our cybersecurity efforts is overseen by the Audit Committee, which includes individuals with experience in technology and cybersecurity. The board regularly reviews and guides our cybersecurity policies and practices.
Our strategic investments in cybersecurity are tailored to address the unique challenges and risks pertinent to our industry and operational scope. Governance and Oversight The governance of our cybersecurity efforts is overseen by the Audit Committee, which includes individuals with experience in technology and cybersecurity. The board regularly reviews and guides our cybersecurity policies and practices.
Management plays a critical role in implementing these policies and in the day-to-day management of cybersecurity risks. They are empowered with the maintenance, communication and enforcement of cybersecurity policies and employ proactive measures to improve cyber security through review of various third party cyber tools for potential implementation.
Management plays a critical role in implementing these policies and in the day-to-day management of cybersecurity risks. They are empowered with the maintenance, communication and enforcement of cybersecurity policies and employ proactive measures to improve cybersecurity through review of various third party cyber tools for potential implementation.
Our Head of IT and CFO are responsible for overseeing the implementation of cybersecurity strategies and ensuring compliance with regulatory standards. In addition to our in-house expertise, the Company employs independent external auditors and an outsourced internal audit team, who regularly test and asses our cybersecurity controls. Any cyber incidents that occur are escalated to the CFO to facilitate resolution.
Our Head of IT and Chief Financial Officer ("CFO") are responsible for overseeing the implementation of cybersecurity strategies and ensuring compliance with regulatory standards. In addition to our in-house expertise, our independent external auditors and our outsourced internal audit team, regularly test and asses our cybersecurity controls. Any cyber incidents that occur are escalated to the CFO to facilitate resolution.
Our risk management framework is designed to mitigate potential cyber risks through a blend of technological safeguards, employee training programs, and incident response protocols. Cybersecurity Strategy and Investment Our cybersecurity strategy is integral to our broader risk management policy.
Our risk management framework is designed to mitigate potential cybersecurity risks through a blend of technological safeguards, employee training programs, and incident response protocols.
This includes investing in advanced security technologies, refining our risk assessment methodologies, and continuing our commitment to staff training and development in cybersecurity awareness and best practices.
We intend to further enhance our cybersecurity measures in response to the dynamic cyber threat landscape. This includes continuing to invest in advanced security technologies, refining our risk assessment methodologies, and continuing our commitment to staff training and development in cybersecurity awareness and best practices.
Any incident determined to be material is discussed with the Audit Committee and communicated to the company's internal and external auditors as well as the company's third party virtual environment service provider, when relevant).
Any incident determined to be material is discussed with the Audit Committee and communicated to our internal and external auditors as well as our third party virtual environment service provider, when relevant. Material Effects of Cybersecurity Risks Our business strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats or incidents.
We continually assess the material effects of potential cybersecurity risks on our financial and operational performance and maintain comprehensive insurance coverage to mitigate financial losses from potential cybersecurity incidents. Compliance and Regulatory Considerations Our cybersecurity practices are in alignment with industry standards and regulatory requirements. We conduct regular reviews to ensure compliance with evolving cybersecurity laws and regulations.
Compliance and Regulatory Considerations Our cybersecurity practices are in alignment with industry standards and regulatory requirements. We conduct regular reviews to ensure compliance with evolving cybersecurity laws and regulations. There have been no legal or regulatory proceedings related to cybersecurity against the Company in the reported period.
Removed
There have been no legal or regulatory proceedings related to cybersecurity against the company in the reported period. We intend to further enhance our cybersecurity measures in response to the dynamic cyber threat landscape.
Added
We assess risks associated with third-party providers as part of our overall cybersecurity risk management framework by reviewing system and organization controls reports, when available, and other independent reports. We also generally require third parties to, among other things, maintain security controls to protect our confidential information and to promptly notify us of material breaches that may impact our data.
Added
We devote resources to maintain and regularly update our systems and processes that are designed to protect the security of our computer systems, software, networks and other technology assets against attempts by unauthorized parties to obtain access to confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, and we have implemented certain review and approval procedures internally and with our banks; and have implemented system-wide changes. 48 Cybersecurity Strategy and Investment Our cybersecurity strategy is integral to our broader risk management policy.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS The information regarding legal proceedings as set forth in Note 13. Commitments and Contingencies in the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS The information regarding legal proceedings as set forth in Note 13. Commitments and Contingencies of the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring the fourth quarter of 2023, there were no shares withheld for taxes. During the year ended December 31, 2023, we withheld 59,732 shares at an average price per share of $2.94 as payment of withholding taxes in connection with the vesting of employee equity awards.
Biggest changeDuring the year ended December 31, 2024, there were no shares withheld in connection with the vesting of employee equity awards.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11. Debt Obligations to our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements. Moreover, dividends may be restricted by other arrangements entered into in the future by us.
Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11. Debt Obligations of our Consolidated Financial Statements included in this Annual Report on Form 10-K for more detail concerning our Secured Notes and other financing arrangements. Moreover, dividends may be restricted by other arrangements entered into in the future by us.
Issuer Purchases of Equity Securities Equity Award Share Withholding Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are also treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.
Issuer Purchases of Equity Securities Equity Award Share Withholding Shares of common stock withheld as payment of withholding taxes in connection with the vesting or exercise of equity awards are treated as common stock repurchases. Those withheld shares of common stock are not considered common stock repurchases under an authorized common stock repurchase plan.
For details on preferred share dividends refer to Note 16. Temporary Equity and Equity in the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference.
For details on preferred share dividends refer to Note 16. Equity and Temporary Equity included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
This number does not include stockholders for whom shares were held in "nominee" or "street" name. 45 Dividends INNOVATE paid no dividends on its common stock in 2023 or 2022, and our board of directors has no current intention of paying any dividends on our common stock in the near future.
This number does not include stockholders for whom shares were held in "nominee" or "street" name. Dividends INNOVATE paid no dividends on its common stock in 2024 or 2023, and our board of directors has no current intention of paying any dividends on our common stock in the near future.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock INNOVATE common stock trades on the NYSE under the ticker symbol "VATE". Holders of Common Stock As of February 29, 2024, INNOVATE had approximately 48 holders of record of its common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock INNOVATE common stock trades on the NYSE under the ticker symbol "VATE". 49 Holders of Common Stock As of March 27, 2025, INNOVATE had approximately 43 holders of record of its common stock.
The secured indentures governing certain of our debt instruments contain covenants that, among other things, limit or restrict our ability to make certain restricted payments, including the payment of cash dividends with respect to our common stock. The DBMG Facility contains similar covenants applicable to DBMG. Refer to Item 7.
The secured indentures governing certain of our debt instruments contain covenants that, among other things, limit or restrict our ability to make certain restricted payments, including the payment of cash dividends with respect to our common stock. DBMG has a revolving line of credit and term loans which contain similar covenants applicable to DBMG. Refer to Item 7.
Removed
Information regarding our equity compensation plans will be set forth in our 2024 Proxy Statement and is incorporated herein by reference. ITEM 6. [RESERVED] 46
Added
Unregistered Sales of Equity Securities Series C Private Placement On March 28, 2024, the Company issued and sold 25,000 shares of its Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) for the aggregate purchase price of $25.0 million to Lancer Capital LLC (“Lancer Capital”), an investment fund led by Avram A.
Added
Glazer, the Chairman of the Company’s board of directors, pursuant to that Investment Agreement dated as of March 5, 2024, (the “Investment Agreement”) by and between the Company and Lancer Capital.
Added
The related Rights Offering and the Company’s entry into the Investment Agreement was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 6, 2024.
Added
On April 24, 2024, in connection with the closing of the Rights Offering, the Company sold approximately 6,286 additional shares of Series C Preferred Stock to Lancer Capital in consideration of Lancer Capital funding $6.3 million pursuant to the Investment Agreement.
Added
On June 18, 2024, the Company held its annual shareholder meeting where Company's shareholder's approved the conversion of the Series C Preferred Stock into common stock. As a result, approximately 31,286 Series C Preferred Stock, held by Lancer Capital were converted into 4,469,390 shares of common stock (44,693,895 shares of common stock on a pre Reverse Stock Split basis).
Added
These issuances and sales were consummated without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon an exemption from the registration requirements of the Securities Act under Section 4(a)(2) of the Securities Act.
Added
The Company is basing such reliance upon representations made by Lancer Capital, including, but not limited to, representations as to Lancer Capital’s status as an “accredited investor” (as defined in Rule 501(a) under the Securities Act) and Lancer Capital’s investment intent.
Added
The Series C Preferred Stock was not offered or sold by any form of general solicitation or general advertising (as such terms are used in Rule 502 under the Securities Act).
Added
The Series C Preferred Stock and the corresponding shares of common stock issued upon conversion of the Series C Preferred Stock may not be re-offered or sold in the United States absent an effective registration statement or an exemption from the registration requirements under applicable federal and state securities laws. 50 Use of Proceeds During the year ended December 31, 2024, the Company received $35.0 million in aggregate gross proceeds related to the Rights Offering and Concurrent Private Placement (inclusive of the $31.3 million from Lancer Capital discussed above) and incurred $1.8 million in dealer manager fees and other related costs.
Added
INNOVATE has utilized the net proceeds from the Rights Offering and Concurrent Series C Private Placement for general corporate purposes, including debt service and working capital.
Added
In addition, as a result of the closing of the Rights Offering and Concurrent Private Placement, a mandatory prepayment was required on the CGIC Unsecured Note, and on April 26, 2024, INNOVATE redeemed $4.1 million of the CGIC Unsecured Note. ITEM 6. [RESERVED] 51

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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, asset impairment expense and FCC reimbursements; interest expense; other (income) expense, net; income tax expense (benefit); non-controlling interest; share-based compensation expense; legacy accounts receivable expense; restructuring and exit costs; and acquisition and disposition costs. 56 (in millions) Year ended December 31, 2023 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 28.7 $ (15.5) $ (22.2) $ (33.2) $ 7.0 $ (35.2) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 14.4 0.5 5.2 0.1 — 20.2 Depreciation and amortization (included in cost of revenue) 15.7 0.1 — — — 15.8 Other operating (income) loss (0.2) — (0.1) 0.5 1.1 1.3 Interest expense 13.8 2.9 13.4 38.1 — 68.2 Other (income) expense, net (1.2) (4.1) 7.7 (6.7) (12.4) (16.7) Income tax expense (benefit) 20.2 — 0.3 (14.8) (1.2) 4.5 Non-controlling interest 2.8 (7.3) (2.5) — 3.3 (3.7) Share-based compensation expense — 0.2 — 2.0 — 2.2 Legacy accounts receivable expense 2.2 — — — — 2.2 Restructuring and exit costs 2.1 — 0.1 — — 2.2 Acquisition and disposition costs 2.1 0.1 0.1 0.5 1.2 4.0 Adjusted EBITDA $ 100.6 $ (23.1) $ 2.0 $ (13.5) $ (1.0) $ 65.0 (in millions) Year ended December 31, 2022 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 29.2 $ (19.2) $ (13.3) $ (35.3) $ 2.7 $ (35.9) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 21.0 0.3 5.8 0.1 — 27.2 Depreciation and amortization (included in cost of revenue) 15.0 — — — — 15.0 Other operating (income) loss (0.6) — 1.3 — — 0.7 Interest expense 10.1 0.8 7.4 33.7 — 52.0 Other (income) expense, net (1.0) 0.4 3.9 (1.9) (0.2) 1.2 Income tax expense (benefit) 16.5 — (0.1) (16.2) 0.7 0.9 Non-controlling interest 2.8 (8.2) (1.9) — 1.2 (6.1) Share-based compensation expense — 0.5 — 1.9 — 2.4 Restructuring and exit costs 6.5 — 0.7 — — 7.2 Acquisition and disposition costs 2.2 — 0.7 1.0 (0.4) 3.5 Adjusted EBITDA $ 101.7 $ (25.4) $ 4.5 $ (16.7) $ 4.0 $ 68.1 57 Adjusted EBITDA by segment is summarized as follows: (in millions): Year Ended December 31, 2023 2022 Increase / (Decrease) Infrastructure $ 100.6 $ 101.7 $ (1.1) Life Sciences (23.1) (25.4) 2.3 Spectrum 2.0 4.5 (2.5) Non-Operating Corporate (13.5) (16.7) 3.2 Other and Eliminations (1.0) 4.0 (5.0) Adjusted EBITDA $ 65.0 $ 68.1 $ (3.1) Infrastructure: Net income from our Infrastructure segment for the year ended December 31, 2023 decreased $0.5 million to $28.7 million from $29.2 million for the year ended December 31, 2022.
Biggest changeAdjusted EBITDA by segment is summarized as follows: (in millions): Year Ended December 31, 2024 2023 Increase / (Decrease) Infrastructure $ 89.1 $ 100.6 $ (11.5) Life Sciences (14.5) (23.1) 8.6 Spectrum 7.1 2.0 5.1 Non-Operating Corporate (10.4) (13.5) 3.1 Other and Eliminations — (1.0) 1.0 Adjusted EBITDA $ 71.3 $ 65.0 $ 6.3 The tables below provide reconciliations of net income (loss) attributable to INNOVATE Corp to Adjusted EBITDA for the years ended December 31, 2024 and 2023: (in millions) Year Ended December 31, 2024 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 40.3 $ (19.7) $ (20.0) $ (35.3) $ 0.1 $ (34.6) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 12.0 0.4 5.1 0.1 — 17.6 Depreciation and amortization (included in cost of revenue) 15.2 0.1 — — — 15.3 Other operating (income) loss (9.6) — 0.4 0.2 — (9.0) Interest expense 10.3 9.8 14.3 40.1 — 74.5 Other (income) expense, net (3.9) 0.8 8.5 (8.7) (0.1) (3.4) Income tax expense (benefit) 15.2 — 0.2 (9.1) — 6.3 Non-controlling interest 3.8 (7.3) (1.6) — — (5.1) Share-based compensation expense — 1.2 — 2.2 — 3.4 Realignment and exit costs 5.2 — — — — 5.2 Acquisition and disposition costs 0.6 0.2 0.2 0.1 — 1.1 Adjusted EBITDA $ 89.1 $ (14.5) $ 7.1 $ (10.4) $ — $ 71.3 61 (in millions) Year Ended December 31, 2023 Infrastructure Life Sciences Spectrum Non-Operating Corporate Other and Eliminations INNOVATE Net income (loss) attributable to INNOVATE Corp. $ 28.7 $ (15.5) $ (22.2) $ (33.2) $ 7.0 $ (35.2) Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 14.4 0.5 5.2 0.1 — 20.2 Depreciation and amortization (included in cost of revenue) 15.7 0.1 — — — 15.8 Other operating (income) loss (0.2) — (0.1) 0.5 1.1 1.3 Interest expense 13.8 2.9 13.4 38.1 — 68.2 Other (income) expense, net (1.2) (4.1) 7.7 (6.7) (12.4) (16.7) Income tax expense (benefit) 20.2 — 0.3 (14.8) (1.2) 4.5 Non-controlling interest 2.8 (7.3) (2.5) — 3.3 (3.7) Share-based compensation expense — 0.2 — 2.0 — 2.2 Legacy accounts receivable write-off 2.2 — — — — 2.2 Realignment and exit costs 2.1 — 0.1 — — 2.2 Acquisition and disposition costs 2.1 0.1 0.1 0.5 1.2 4.0 Adjusted EBITDA $ 100.6 $ (23.1) $ 2.0 $ (13.5) $ (1.0) $ 65.0 Infrastructure: Net income from our Infrastructure segment for the year ended December 31, 2024, increased $11.6 million to $40.3 million from $28.7 million for the year ended December 31, 2023.
Cash flows from operations are primarily influenced by changes in the timing of demand for services and operating margins, but can also be affect ed by working capital needs associated with our operations.
Cash flows from operations are primarily influenced by changes in the timing of demand for services and by operating margins, but can also be affect ed by working capital needs associated with our operations.
Infrastructure Cash Flows Cash flows from operating activities are the principal source of cash used to fund DBMG’s operating expenses, interest payments on debt, and capital expenditures. DBMG's short-term cash needs are primarily for working capital to support operations including receivables, inventories, and other costs incurred in performing its contracts.
Infrastructure Cash Flows Cash flows from operating activities are the principal source of cash used to fund DBMG’s operating expenses, interest payments on debt, and capital expenditures. DBMG's short-term cash needs are primarily for working capital to support operations including receivables, inventories, and other costs incurred in performing on its contracts.
Life Sciences / Pansend Life Sciences, LLC Our actual results or other outcomes of Pansend Life Sciences, LLC, and, thus, our Life Sciences segment, may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • our Life Sciences segment’s ability to invest in development stage companies; • our Life Sciences segment’s ability to develop products and treatments related to its portfolio companies; • medical advances in healthcare and biotechnology; • governmental regulation in the healthcare industry; and • our Life Science's segment possible inability to raise additional capital when needed or refinance its existing debt, on attractive terms, or at all.
Life Sciences / Pansend Life Sciences, LLC Our actual results or other outcomes of Pansend Life Sciences, LLC, and, thus, our Life Sciences segment, may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • our Life Sciences segment’s ability to invest in development stage companies; • our Life Sciences segment’s ability to develop products and treatments related to its portfolio companies; • medical advances in healthcare and biotechnology; • governmental regulation in the healthcare industry; and • our Life Sciences segment possible inability to raise additional capital when needed or refinance its existing debt, on attractive terms, or at all.
Investments of the Consolidated Financial Statements included in this Annual Report on Form 10-K, for additional information on our equity investments. Non-GAAP Financial Measures and Other Information Adjusted EBITDA Adjusted EBITDA is not a measurement recognized under U.S. GAAP. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness.
Investments included in the Consolidated Financial Statements of this Annual Report on Form 10-K, for additional information on our equity investments. 60 Non-GAAP Financial Measures and Other Information Adjusted EBITDA Adjusted EBITDA is not a measurement recognized under U.S. GAAP. In addition, other companies may define Adjusted EBITDA differently than we do, which could limit its usefulness.
Organization and Business to the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference. Cyclical Patterns Our segments' operations can be highly cyclical. Our volume of business in our Infrastructure segment may be adversely affected by declines or delays in projects, which may vary by geographic region.
Organization and Business included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference. Cyclical Patterns Our segments' operations can be highly cyclical. Our volume of business in our Infrastructure segment may be adversely affected by declines or delays in projects, which may vary by geographic region.
Our actual results or other outcomes of DBMG, and, thus, our Infrastructure segment, may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • adverse impacts from weather affecting DBMG’s performance and timeliness of completion of projects, which could lead to increased costs and affect the quality, costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • cost overruns on fixed-price or similar contracts or failure to receive timely or proper payments on cost-reimbursable contracts, whether as a result of improper estimates, performance, disputes, or otherwise; • uncertain timing and funding of new contract awards, as well as project cancellations; • potential impediments and limitations on our ability to complete ordinary course acquisitions in anticipated time frames or at all; • changes in the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • the impact of inflationary pressures; • adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, and the potential effect of such claims or litigation on DBMG’s business, financial condition, results of operations or cash flow; • risks associated with labor productivity, including performance of subcontractors that DBMG hires to complete projects; • its ability to realize cost savings from expected performance of contracts, whether as a result of improper estimates, performance, or otherwise; • its ability to settle or negotiate unapproved change orders and claims; • fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which our customers operate; • our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; and • lack of necessary liquidity to provide bid, performance, advance payment and retention bonds, guarantees, or letters of credit securing DBMG’s obligations under bids and contracts or to finance expenditures prior to the receipt of payment for the performance of contracts.
Our actual results or other outcomes of DBMG, and, thus, our Infrastructure segment, may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • adverse impacts from weather affecting DBMG’s performance and timeliness of completion of projects, which could lead to increased costs and affect the quality, costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • cost overruns on fixed-price or similar contracts or failure to receive timely or proper payments on cost-reimbursable contracts, whether as a result of improper estimates, performance, disputes, or otherwise; • uncertain timing and funding of new contract awards, as well as project cancellations; • potential impediments and limitations on our ability to complete ordinary course acquisitions in anticipated time frames or at all; • changes in the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors; • changes in economic conditions, including from the impact of inflationary pressures and changes in interest rates; • adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, and the potential effect of such claims or litigation on DBMG’s business, financial condition, results of operations or cash flow; • risks associated with labor productivity, including performance of subcontractors that DBMG hires to complete projects; • its ability to realize cost savings from expected performance of contracts, whether as a result of improper estimates, performance, or otherwise; • its ability to settle or negotiate unapproved change orders and claims; • fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which our customers operate; • our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; and • lack of necessary liquidity to provide bid, performance, advance payment and retention bonds, guarantees, or letters of credit securing DBMG’s obligations under bids and contracts or to finance expenditures prior to the receipt of payment for the performance of contracts.
Intangible assets not subject to amortization (i.e. indefinite lived intangibles) consist of certain television broadcast licenses. Intangible assets subject to amortization consists of certain trade names, customer contracts and developed technology. These finite lived intangible assets are amortized based on their estimated useful lives.
Intangible assets not subject to amortization (i.e. indefinite lived intangibles) consist of certain television broadcast licenses. Intangible assets subject to amortization consist of certain trade names, customer contracts and developed technology. These finite lived intangible assets are amortized based on their estimated useful lives.
CGIC Unsecured Note On May 9, 2023, in connection with the redemption of the DBMGi Preferred Stock, the Company issued a subordinated unsecured promissory note to CGIC in the principal amount of $35.1 million (the "CGIC Unsecured Note").
CGIC Unsecured Note On May 9, 2023, in connection with the redemption of the DBMGi Series A Preferred Stock, the Company issued a subordinated unsecured promissory note to CGIC in the principal amount of $35.1 million (the "CGIC Unsecured Note").
Goodwill and Intangibles, Net, to our Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information on goodwill and intangible assets, including any intangible impairments recorded during the years presented, which is incorporated herein by reference. Related Party Transactions For a discussion of our Related Party Transactions, refer to Note 17.
Goodwill and Intangibles, Net, included in the Consolidated Financial Statements of this Annual Report on Form 10-K for additional information on goodwill and intangible assets, including, if applicable, any intangible impairments recorded during the years presented, which is incorporated herein by reference. Related Party Transactions For a discussion of our Related Party Transactions, refer to Note 17.
Revolving Credit Agreement We have a revolving credit agreement with MSD PCOF Partners IX, LLC ("MSD") which has a maximum commitment of $20.0 million ("Revolving Line of Credit"), of which $20.0 million had been drawn as of December 31, 2023. Interest on loans under the Revolving Line of Credit accrues at SOFR plus 5.75% and is payable quarterly.
Revolving Line of Credit We have a revolving credit agreement with MSD PCOF Partners IX, LLC ("MSD") which has a maximum commitment of $20.0 million ("Revolving Line of Credit"), of which $20.0 million had been drawn as of December 31, 2024. Interest on loans under the Revolving Line of Credit accrues at SOFR plus 5.75% and is payable quarterly.
We continually evaluate strategic and business alternatives within our operating segments, which may include the following: operating, growing or acquiring additional assets or businesses related to current or historical operations; or winding down or selling our existing operations. In the longer-term, we may evaluate opportunities to acquire assets or businesses unrelated to our current or historical operations.
Recent Developments We continually evaluate strategic and business alternatives within our operating segments, which may include the following: operating, growing or acquiring additional assets or businesses related to current or historical operations; or winding down or selling our existing operations. In the longer-term, we may evaluate opportunities to acquire assets or businesses unrelated to our current or historical operations.
Based on qualitative assessments performed as of October 1, 2023, management determined it was more likely than not that the fair value of its reporting units and the fair value of the indefinite-lived intangible assets exceeded their carrying values, and, as such, no impairment was required.
Based on qualitative assessments performed as of October 1, 2024, management determined it was more likely than not that the fair value of its reporting units and the fair value of the indefinite-lived intangible assets exceeded their carrying values, and, as such, no impairment was required.
You should understand that the following important factors, in addition to those discussed under the section entitled "Risk Factors" in this Annual Report on Form 10-K and the documents incorporated herein by reference, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.
You should understand that the following important factors, in addition to those discussed under the section entitled "Risk Factors" in Item 1A of this Annual Report on Form 10-K and the documents incorporated herein by reference, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.
The CGIC Unsecured Note is due February 28, 2026, and bears interest at 9% per annum through May 8, 2024, 16% per annum from May 9, 2024 to May 8, 2025, and 32% per annum thereafter.
The CGIC Unsecured Note is due February 28, 2026, and bore interest at 9.0% per annum through May 8, 2024, bears interest at 16.0% per annum from May 9, 2024, to May 8, 2025, and 32.0% per annum thereafter.
As described below, the interest rate on the CGIC Unsecured Note will increase from 9% per annum to 16% per annum on May 9, 2024 and from 16% per annum to 32% per annum on May 9, 2025.
As described below, the interest rate on the CGIC Unsecured Note increased from 9.0% per annum to 16.0% per annum on May 9, 2024, and will increase from 16.0% per annum to 32.0% per annum on May 9, 2025.
The CGIC Unsecured Note also requires a mandatory prepayment from the proceeds from certain asset sales and the greater of $3 million or 12.5% of the proceeds from certain equity sales.
The CGIC Unsecured Note also requires a mandatory prepayment from the proceeds from certain asset sales and the greater of $3.0 million or 12.5% of the net proceeds from certain equity sales.
Liquidity and Capital Resources Short- and Long-Term Liquidity Considerations and Risks Our Non-Operating Corporate segment consists of holding companies, and its liquidity needs are primarily for interest payments on its 2026 Senior Secured Notes, 2026 Convertible Notes, Revolving Line of Credit, CGIC Unsecured Note, and dividend payments on its Preferred Stock and recurring operational expenses.
Liquidity and Capital Resources Short- and Long-Term Liquidity Considerations and Risks Our Non-Operating Corporate segment consists of holding companies, and its liquidity needs are primarily for interest payments on its 2026 Senior Secured Notes, 2026 Convertible Notes, Revolving Line of Credit, CGIC Unsecured Note, and dividend payments on its Series A-3 and Series A-4 Preferred Stock and recurring operational expenses.
Examples of other items that may cause our results or demand for our services to fluctuate materially from quarter to quarter include: weather or project site conditions; financial condition of our customers and their access to capital; margins of projects performed during any particular period; rising interest rates and inflation; and economic, political and market conditions on a regional, national or global scale.
Examples of other items that may cause our results or demand for our services to fluctuate materially from quarter to quarter include: weather or project site conditions; customer spending patterns and the financial condition of our customers and their access to capital; margins of projects performed during any particular period; rising interest rates and inflation; and regulatory, economic, political and market conditions on a regional, national or global scale.
If one or more of these projects terminate or reduce their scope, DBMG’s backlog could decrease substantially. DBMG includes an additional $15.0 million in its backlog that is not included in the remaining unsatisfied performance obligations disclosed in Note 3. Revenue and Contracts in Process.
If one or more of these projects terminate or reduce their scope, DBMG’s backlog could decrease substantially. DBMG includes an additional $13.6 million in its backlog that is not included in the remaining unsatisfied performance obligations disclosed in Note 3. Revenue and Contracts in Process.
The judgments and estimates made at a point in time may change based on the outcome of tax audits, expiration of statutes of limitations, as well as changes to, or further interpretations of, tax laws and regulations.
The judgments and estimates made at a point in time may change based on the outcome of tax audits, expiration of statutes of limitations, as well as changes to, or further interpretations of, tax laws and regulations. 70 Refer to Note 12.
For additional information on the terms and conditions of the Revolving Credit Facility, including guarantees, ranking and collateral, refer to Note 11. Debt Obligations included in this Annual Report on Form 10-K, which is incorporated herein by reference.
For additional information on the terms and conditions of the Revolving Line of Credit, including guarantees and ranking and collateral, refer to Note 11. Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference.
The maintenance of liquidity covenant provides that the Company will not permit the aggregate amount of (i) all unrestricted cash and Cash Equivalents of the Company and the Subsidiary Guarantors, (ii) amounts available for drawing under revolving credit facilities and undrawn letters of credit of the Company and the Subsidiary Guarantors and (iii) dividends, distributions or payments that are immediately available to be paid to the Company by any of its Restricted Subsidiaries to be less than the Company’s obligation to pay interest for the next six months on the 2026 Senior Secured Notes and all other Debt, including Convertible Preferred Stock mandatory cash dividends or any other mandatory cash pay Preferred Stock but excluding any obligation to pay interest on Convertible Preferred Stock or any other mandatory cash payments on Preferred Stock which, in each case, may be paid by accretion or in-kind in accordance with its terms of the Company and its Subsidiary Guarantors.
These covenants include maintenance of (1) liquidity and (2) collateral coverage. 67 The maintenance of liquidity covenant provides that the Company will not permit the aggregate amount of (i) all unrestricted cash and Cash Equivalents of the Company and the Subsidiary Guarantors, (ii) amounts available for drawing under revolving credit facilities and undrawn letters of credit of the Company and the Subsidiary Guarantors and (iii) dividends, distributions or payments that are immediately available to be paid to the Company by any of its Restricted Subsidiaries to be less than the Company’s obligation to pay interest for the next six months on the 2026 Senior Secured Notes and all other Debt, including Convertible Series A-3 and Series A-4 Preferred Stock mandatory cash dividends or any other mandatory cash pay Series A-3 and Series A-4 Preferred Stock but excluding any obligation to pay interest on Series A-3 and Series A-4 Preferred Stock or any other mandatory cash payments on Series A-3 and Series A-4 Preferred Stock which, in each case, may be paid by accretion or in-kind in accordance with its terms of the Company and its Subsidiary Guarantors.
Unless the context otherwise requires, in this Annual Report on Form 10-K, "INNOVATE" means INNOVATE Corp. (formerly known as HC2 Holdings, Inc.) and the "Company," "we" and "our" mean INNOVATE together with its consolidated subsidiaries. "U.S. GAAP" means accounting principles accepted in the United States of America.
Unless the context otherwise requires, in this Annual Report on Form 10-K, "INNOVATE" means INNOVATE Corp. and the "Company," "we" and "our" mean INNOVATE together with its consolidated subsidiaries. "U.S. GAAP" means accounting principles accepted in the United States of America.
As of December 31, 2023, the Company was in compliance with this covenant.
As of December 31, 2024, the Company was in compliance with this covenant.
The maturity date of the new note is April 30, 2024 or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital.
The maturity date of the 20% $20.0 million note, as subsequently amended, was December 31, 2024, or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital.
The maturity date of the new note is April 30, 2024 or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital.
The maturity date of the 20% note, as subsequently amended, was December 31, 2024, or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital.
The UMB Term Loan and UMB Revolving Line associated with our Infrastructure segment contains customary restrictive and financial covenants related to debt levels and performance, including a Fixed Charge Coverage Ratio covenant, as defined in the agreement. 63 As of December 31, 2023, we were in compliance with the covenants of our debt agreements.
The UMB term loans and Revolving Line with UMB associated with our Infrastructure segment contain customary restrictive and financial covenants related to debt levels and performance, including a Fixed Charge Coverage Ratio covenant, as defined in the agreement. As of December 31, 2024, we were in compliance with the covenants of our debt agreements.
Summary of Significant Accounting Policies of the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference for additional information. Critical Accounting Estimates The preparation of financial statements in accordance with generally accepted accounting principles under U.S.
New Accounting Pronouncements For information on new accounting pronouncements, refer to Note 2. Summary of Significant Accounting Policies included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information. 69 Critical Accounting Estimates The preparation of financial statements in accordance with generally accepted accounting principles under U.S.
Selling, general and administrative : Selling, general and administrative expense for the year ended December 31, 2023 increased $2.1 million to $126.0 million from $123.9 million for the year ended December 31, 2022.
Selling, general and administrative expense for the year ended December 31, 2024, decreased $2.9 million to $123.1 million from $126.0 million for the year ended December 31, 2023.
On a consolidated basis, as of December 31, 2023, we had $80.8 million of cash and cash equivalents, excluding restricted cash, compared to $80.4 million as of December 31, 2022.
On a consolidated basis, as of December 31, 2024, we had $48.8 million of cash and cash equivalents, excluding restricted cash, compared to $80.8 million as of December 31, 2023.
However, DBMG may expand its operations through future acquisitions and may require additional equity or debt financing. 64 DBMG is required to make monthly or quarterly interest payments on all of its debt. Based upon the December 31, 2023 debt balance, DBMG anticipates that its interest payments will be approximately $2.8 million for each quarter of 2024.
However, DBMG may expand its operations through future acquisitions and may require additional equity or debt financing. DBMG is required to make monthly interest payments on all of its debt. Based upon the December 31, 2024, debt balance, DBMG anticipates that its interest payments will be approximately $1.5 million for each quarter of 2025.
The Revolving Line of Credit also includes a commitment fee at a per annum rate of 1.0% calculated based off the actual daily amount of unused availability under the revolving credit line with MSD. The maturity date of the Revolving Line of Credit is March 16, 2025.
The Revolving Line of Credit also includes a commitment fee at a per annum rate of 1.0% calculated based off the actual daily amount of unused availability under the Revolving Line of Credit with MSD. The maturity date of the Revolving Line of Credit, as amended on May 6, 2024, is May 16, 2025.
In the event we were to enter into a strategic transaction to sell any of our existing operations, our intention is to use available proceeds from such transaction to address our capital structure at Non-Operating Corporate and Spectrum.
In the event we were to enter into a strategic transaction to sell any of our existing operations, our intention is to use available proceeds from such transaction to address our capital structure.
These covenants are subject to a number of important exceptions and qualifications. The Company is also required to comply with certain financial maintenance covenants, which are similarly subject to a number of important exceptions and qualifications. These covenants include maintenance of (1) liquidity and (2) collateral coverage.
These covenants are subject to a number of important exceptions and qualifications. The Company is also required to comply with certain financial maintenance covenants, which are similarly subject to a number of important exceptions and qualifications.
The quantitative evaluation for impairment of indefinite lived intangibles follows the same approach as described with goodwill above and consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to the excess.
The quantitative evaluation for impairment of indefinite lived intangibles consists of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to the excess, limited to the amount of recognized goodwill.
Spectrum Segment Year Ended December 31, 2023 2022 Increase / (Decrease) Revenue $ 22.5 $ 38.7 $ (16.2) Cost of revenue 11.8 19.9 (8.1) Selling, general and administrative 9.0 15.5 (6.5) Depreciation and amortization 5.2 5.8 (0.6) Other operating (income) loss (0.1) 1.3 (1.4) Loss from operations $ (3.4) $ (3.8) $ 0.4 Revenue: Revenue for the year ended December 31, 2023 decreased $16.2 million to $22.5 million from $38.7 million for the year ended December 31, 2022.
Spectrum Segment Year Ended December 31, 2024 2023 Increase / (Decrease) Revenue $ 25.7 $ 22.5 $ 3.2 Cost of revenue 11.5 11.8 (0.3) Selling, general and administrative 7.3 9.0 (1.7) Depreciation and amortization 5.1 5.2 (0.1) Other operating loss (income) 0.4 (0.1) 0.5 Income (loss) from operations $ 1.4 $ (3.4) $ 4.8 Revenue: Revenue for the year ended December 31, 2024, increased $3.2 million to $25.7 million from $22.5 million for the year ended December 31, 2023.
Pursuant to the Investment Agreement, and as a result of limitations on the amount that can be raised under the Company’s effective shelf registration statement on Form S-3, Lancer Capital will also purchase an additional $16.0 million of Series C Preferred Stock in a private placement transaction to close concurrently with the settlement of the rights offering.
In connection with the backstop commitment, and as a result of limitations in the amount common equity that can be raised under the Company’s effective shelf registration statement on Form S-3, Lancer Capital also agreed to purchase an additional $16.0 million of Series C Preferred Stock in a private placement transaction ("Concurrent Private Placement") which was to close concurrently with the settlement of the Rights Offering.
Life Sciences: Net loss from our Life Sciences segment for the year ended December 31, 2023 decreased $3.7 million to $15.5 million from $19.2 million for the year ended December 31, 2022.
Life Sciences: Net loss from our Life Sciences segment for the year ended December 31, 2024, increased $4.2 million to $19.7 million from $15.5 million for the year ended December 31, 2023.
Adjusted EBITDA from our Other segment for the year ended December 31, 2023 decreased $5.0 million to an Adjusted EBITDA loss of $1.0 million from Adjusted EBITDA income of $4.0 million for the year ended December 31, 2022.
Adjusted EBITDA loss from our Other segment for the year ended December 31, 2024, decreased $1.0 million to zero from an Adjusted EBITDA loss of $1.0 million for the year ended December 31, 2023.
Debt Obligations to our Consolidated Financial Statements included in this Annual Report on Form 10-K and future financing agreements on our ability to operate our business and finance our pursuit of acquisition opportunities; • our possible inability to generate sufficient liquidity, margins, earnings per share, cash flow and working capital from our operating segments; • our dependence on certain key personnel; • bank failures or other similar events that could adversely affect our and our customers' and vendors' liquidity and financial performance; • our possible inability to hire and retain qualified executive management, sales, technical and other personnel; • the potential for, and our ability to, remediate future material weaknesses in our internal controls over financial reporting; • the impact of recent supply chain disruptions, labor shortages and increases in overall price levels, including in transportation costs; • the impact of a higher interest rate environment; • the effects related to or resulting from military actions in Israel and the Gaza Strip and Russia's military action in Ukraine, including the imposition of additional sanctions and export controls, as well as the broader impact to financial markets and the global macroeconomic and geopolitical environment; • increased competition in the markets in which our operating segments conduct their businesses; • limitations on our ability to successfully identify any strategic acquisitions or business opportunities and to compete for these opportunities with others who have greater resources; • our ability to effectively increase the size of our organization, if needed, and manage our growth; • the impact of expending significant resources in considering acquisition targets or business opportunities that are not consummated; • our expectations and timing with respect to our ordinary course acquisition activity and whether such acquisitions are accretive or dilutive to stockholders; • the effect any interests our officers, directors, stockholders and their respective affiliates may have in certain transactions in which we are involved; • uncertain global economic conditions in the markets in which our operating segments conduct their businesses; • the impact of catastrophic events, including natural disasters, pandemic illness and the outbreak of war, or acts of terrorism; • potential impacts on our business resulting from climate change, greenhouse gas regulations, and the impact of climate change-related changes in the frequency and severity of weather patterns; • the impact of additional material charges associated with our oversight of acquired or target businesses and the integration of our financial reporting; • tax consequences associated with our acquisition, holding and disposition of target companies and assets; • our ability to remain in compliance with the listing standards of the New York Stock Exchange; • 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; • management’s plans, goals, forecasts, expectations, guidance, objectives, strategies and timing for future operations, acquisitions, synergies, asset dispositions, fixed asset and goodwill impairment charges, tax and withholding expense, selling, general and administrative expenses, product plans, performance and results; • management’s assessment of market factors and competitive developments, including pricing actions and regulatory rulings; • our expectations and timing with respect to any strategic dispositions and sales of our operating subsidiaries, or businesses, including the shut-down of our Network business by our Spectrum segment, that we may make in the future and the effect of any such dispositions or sales on our results of operations; • 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. 68 Infrastructure / DBM Global Inc.
Barr, our former CEO, President and Director and the successful transition of his management responsibilities; • bank failures or other similar events that could adversely affect our and our customers' and vendors' liquidity and financial performance; • our possible inability to hire and retain qualified executive management, sales, technical and other personnel; • the potential for, and our ability to, remediate future material weaknesses in our internal controls over financial reporting; • changes in market conditions, including from political regulatory or market uncertainty, changes in foreign exchange rates, interest rates or inflation, supply chain disruptions, labor shortages and increases in overall price levels, including in transportation costs; • increased competition in the markets in which our operating segments conduct their businesses; • limitations on our ability to successfully identify any strategic acquisitions or business opportunities and to compete for these opportunities with others who have greater resources; • our ability to effectively increase the size of our organization, if needed, and manage our growth; • the impact of expending significant resources in considering acquisition targets or business opportunities that are not consummated; • our expectations and timing with respect to our ordinary course acquisition activity and whether such acquisitions are accretive or dilutive to stockholders; • the effect any interests our officers, directors, stockholders and their respective affiliates may have in certain transactions in which we are involved; • uncertain global economic conditions in the markets in which our operating segments conduct their businesses; • the effects related to or resulting from ongoing and recent geopolitical events, such as the political unrest and military conflicts in the Middle East, Russia and Ukraine, including the imposition of additional sanctions and export controls, as well as the broader impact to financial markets and the global macroeconomic and geopolitical environment; • the impact of catastrophic events, including natural disasters, pandemic illness and the outbreak of war, or acts of terrorism; • potential impacts on our business resulting from climate change, greenhouse gas regulations, and the impact of climate change-related changes in the frequency and severity of weather patterns; • the impact of additional material charges associated with our oversight of acquired or target businesses and the integration of our financial reporting; • tax consequences associated with our acquisition, holding and disposition of target companies and assets; • our ability to remain in compliance with the listing standards of the NYSE; • the Reverse Stock Split may not result in a sustained increase in the per share price of our common stock; • 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; 72 • management’s plans, goals, forecasts, expectations, guidance, objectives, strategies and timing for future operations, acquisitions, synergies, asset dispositions, fixed asset and goodwill impairment charges, tax and withholding expense, selling, general and administrative expenses, product plans, performance and results; • management’s assessment of market factors and competitive developments, including pricing actions and regulatory rulings; • our expectations and timing with respect to any strategic dispositions and sales of our operating subsidiaries, or businesses, that we may make in the future and the effect of any such dispositions or sales on our results of operations; • 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.
On a stand-alone basis, as of December 31, 2023, our Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $2.5 million compared to $9.1 million at December 31, 2022.
On a stand-alone basis, as of December 31, 2024, our Non-Operating Corporate segment had cash and cash equivalents, excluding restricted cash, of $13.8 million and $1.8 million of marketable securities, as compared to cash and cash equivalents, excluding restricted cash, of $2.5 million as of December 31, 2023.
As a result of these modifications and additional note issuances to MediBeacon during the year ended December 31, 2023, Pansend recognized an additional $4.7 million of equity method losses which were previously unrecognized because Pansend's carrying amount of its investment in MediBeacon had been previously reduced to zero.
As a result of these note issuances by MediBeacon during the year ended December 31, 2024, Pansend recognized $2.3 million of equity method losses which were previously unrecognized because Pansend's carrying amount of its investment in MediBeacon had been previously reduced to zero.
Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable.
Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom are estimates recorded to the extent applicable based on management judgement.
Income tax expense : Income tax expense for the year ended December 31, 2023 increased $3.6 million to $4.5 million from $0.9 million for the year ended December 31, 2022.
Income tax expense : Income tax expense for the year ended December 31, 2024, increased $1.8 million to $6.3 million from $4.5 million for the year ended December 31, 2023.
Summary of Consolidated Cash Flows The below table summarizes the cash provided by or used in our activities (in millions): Year Ended December 31, Increase / (Decrease) 2023 2022 Cash provided by (used in) operating activities 26.5 (9.5) 36.0 Cash provided by (used in) investing activities 39.1 (22.5) 61.6 Cash (used in) provided by financing activities (65.3) 68.1 (133.4) Effects of exchange rate changes on cash, cash equivalents and restricted cash (0.2) (1.4) 1.2 Net increase in cash and cash equivalents, including restricted cash $ 0.1 $ 34.7 $ (34.6) Operating Activities Cash provided by operating activities was $26.5 million for the year ended December 31, 2023, as compared to cash used in operating activities of $9.5 million for the year ended December 31, 2022, an improvement of $36.0 million.
Summary of Consolidated Cash Flows The below table summarizes the cash provided by or used in our activities (in millions): Year Ended December 31, Increase / (Decrease) 2024 2023 Cash provided by operating activities $ 9.1 $ 26.5 $ (17.4) Cash (used in) provided by investing activities (13.9) 39.1 (53.0) Cash used in financing activities (26.5) (65.3) 38.8 Effects of exchange rate changes on cash, cash equivalents and restricted cash (1.7) (0.2) (1.5) Net (decrease) increase in cash and cash equivalents, including restricted cash $ (33.0) $ 0.1 $ (33.1) Operating Activities Cash provided by operating activities was $9.1 million for the year ended December 31, 2024, as compared to $26.5 million for the year ended December 31, 2023, a decrease of $17.4 million.
Neither we nor any of our subsidiaries undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this document or to reflect actual outcomes, except as required by applicable law.
Neither we nor any of our subsidiaries undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this document or to reflect actual outcomes, except as required by applicable law. 73 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable.
Assuming there are sufficient proceeds remaining after such repayment, an additional $1.0 million fee is payable if repayment occurs by November 9, 2024, or $2.0 million if repayment occurs after that date. In exchange for the additional fee, the institutional investors will return their equity interests in HC2 Broadcasting Holdings, Inc. and equity interests in DTV America.
Assuming there are sufficient proceeds remaining after such repayment, an additional $2.0 million is payable for payments made after November 9, 2024, and in exchange for the additional fee, the institutional investors will return their equity interests in HC2 Broadcasting Holdings, Inc. and their equity interests in DTV America. Refer to Note 11.
The improvement in cash provided by investing activities was primarily driven by the $54.2 million of gross cash proceeds received from the sale of New Saxon's 19% investment in HMN on March 6, 2023 and $5.0 million received from Pansend's partial sale of Triple Ring in 2023.
The decrease was primarily driven by the $54.2 million of gross cash proceeds received in the prior year from the 2023 sale of New Saxon's 19.0% investment in HMN, and the $5.0 million received from Pansend's partial sale of Triple Ring in 2023.
Depreciation and amortization: Depreciation and amortization for the year ended December 31, 2023 decreased $6.6 million to $14.4 million from $21.0 million for the year ended December 31, 2022.
Depreciation and amortization: Depreciation and amortization for the year ended December 31, 2024, decreased $2.4 million to $12.0 million from $14.4 million for the year ended December 31, 2023.
The 2026 Senior Secured Notes mature on February 1, 2026, and accrue interest at a rate of 8.50% per year, which interest is paid semi-annually on February 1 st and August 1 st of each year. For additional information on the terms and conditions of the 2026 Senior Secured Notes, including guarantees, ranking and collateral, refer to Note 11.
The 2026 Convertible Notes accrue interest at a rate of 7.5% per year, which interest is paid semi-annually on February 1 st and August 1 st of each year. 65 For additional information on the terms and conditions of the 2026 Convertible Notes, including optional redemption, conversion rights guarantees, ranking and collateral, refer to Note 11.
Debt Obligations in the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference for additional information on R2 Technologies' debt obligations.
Commitments and Contingencies included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information.
Adjusted EBITDA loss from our Non-Operating Corporate segment for the year ended December 31, 2023 decreased $3.2 million to $13.5 million from $16.7 million for the year ended December 31, 2022.
Adjusted EBITDA loss from our Non-Operating Corporate segment for the year ended December 31, 2024, decreased $3.1 million to $10.4 million from $13.5 million for the year ended December 31, 2023.
Debt Obligations of the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference.
Debt Obligations of the Consolidated Financial Statements included in this Annual Report on Form 10-K which is incorporated herein by reference, for additional details regarding the indebtedness of our Infrastructure segment.
Adjusted EBITDA from our Infrastructure segment for the year ended December 31, 2023 decreased $1.1 million to $100.6 million from $101.7 million for the year ended December 31, 2022.
Adjusted EBITDA from our Infrastructure segment for the year ended December 31, 2024, decreased $11.5 million to $89.1 million from $100.6 million for the year ended December 31, 2023.
Related Parties in the Consolidated Financial Statements included in this Annual Report on Form 10-K, which is incorporated herein by reference for additional information on R2 Technologies' debt obligations. Spectrum As of December 31, 2023, our Spectrum segment has aggregate principal outstanding debt of $69.7 million.
Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information. Infrastructure As of December 31, 2024, our Infrastructure segment has aggregate principal outstanding debt, including obligations under finance leases, of $144.7 million.
Infrastructure Segment Year Ended December 31, 2023 2022 Increase / (Decrease) Revenue $ 1,397.2 $ 1,594.3 $ (197.1) Cost of revenue 1,192.6 1,392.5 (199.9) Selling, general and administrative 126.0 123.9 2.1 Depreciation and amortization 14.4 21.0 (6.6) Other operating income (0.2) (0.6) 0.4 Income from operations $ 64.4 $ 57.5 $ 6.9 Revenue: Revenue for the year ended December 31, 2023 decreased $197.1 million to $1,397.2 million from $1,594.3 million for the year ended December 31, 2022.
Infrastructure Segment Year Ended December 31, 2024 2023 Increase / (Decrease) Revenue $ 1,071.6 $ 1,397.2 $ (325.6) Cost of revenue 880.4 1,192.6 (312.2) Selling, general and administrative 123.1 126.0 (2.9) Depreciation and amortization 12.0 14.4 (2.4) Other operating income (9.6) (0.2) (9.4) Income from operations $ 65.7 $ 64.4 $ 1.3 Revenue: Revenue for the year ended December 31, 2024, decreased $325.6 million to $1,071.6 million from $1,397.2 million for the year ended December 31, 2023.
Results of Operations The following table summarizes our results of operations (in millions): Year Ended December 31, 2023 2022 Increase / (Decrease) Revenue Infrastructure $ 1,397.2 $ 1,594.3 $ (197.1) Life Sciences 3.3 4.3 (1.0) Spectrum 22.5 38.7 (16.2) Total revenue $ 1,423.0 $ 1,637.3 $ (214.3) Income (loss) from operations Infrastructure $ 64.4 $ 57.5 $ 6.9 Life Sciences (15.0) (20.1) 5.1 Spectrum (3.4) (3.8) 0.4 Other (3.1) (0.6) (2.5) Non-Operating Corporate (16.4) (19.6) 3.2 Total income from operations $ 26.5 $ 13.4 $ 13.1 Interest expense (68.2) (52.0) (16.2) Loss from equity investees (9.4) (1.3) (8.1) Other income (expense), net 16.7 (1.2) 17.9 Loss from operations before income taxes $ (34.4) $ (41.1) $ 6.7 Income tax expense (4.5) (0.9) (3.6) Net loss $ (38.9) $ (42.0) $ 3.1 Net loss attributable to non-controlling interests and redeemable non-controlling interests 3.7 6.1 (2.4) Net loss attributable to INNOVATE Corp. $ (35.2) $ (35.9) $ 0.7 Less: Preferred dividends 2.4 4.9 (2.5) Net loss attributable to common stockholders $ (37.6) $ (40.8) $ 3.2 52 Revenue : Revenue for the year ended December 31, 2023 decreased $214.3 million to $1,423.0 million from $1,637.3 million for the year ended December 31, 2022.
GAAP and SEC disclosure rules, the Company’s results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023. 55 Results of Operations The following table summarizes our results of operations (in millions): Year Ended December 31, 2024 2023 Increase / (Decrease) Revenue Infrastructure $ 1,071.6 $ 1,397.2 $ (325.6) Life Sciences 9.8 3.3 6.5 Spectrum 25.7 22.5 3.2 Total revenue $ 1,107.1 $ 1,423.0 $ (315.9) Income (loss) from operations Infrastructure $ 65.7 $ 64.4 $ 1.3 Life Sciences (14.1) (15.0) 0.9 Spectrum 1.4 (3.4) 4.8 Other — (3.1) 3.1 Non-Operating Corporate (13.0) (16.4) 3.4 Total income from operations $ 40.0 $ 26.5 $ 13.5 Interest expense (74.5) (68.2) (6.3) Loss from equity investees (2.3) (9.4) 7.1 Other income, net 3.4 16.7 (13.3) Loss from operations before income taxes $ (33.4) $ (34.4) $ 1.0 Income tax expense (6.3) (4.5) (1.8) Net loss $ (39.7) $ (38.9) $ (0.8) Net loss attributable to non-controlling interests and redeemable non-controlling interests 5.1 3.7 1.4 Net loss attributable to INNOVATE Corp. $ (34.6) $ (35.2) $ 0.6 Less: Preferred dividends 1.2 2.4 (1.2) Net loss attributable to common stockholders and participating preferred stockholders $ (35.8) $ (37.6) $ 1.8 Revenue : Revenue for the year ended December 31, 2024, decreased $315.9 million to $1,107.1 million from $1,423.0 million for the year ended December 31, 2023.
Debt Obligations to the Consolidated Financial Statements included in this Annual Report on Form 10-K for additional details regarding the indebtedness of our Infrastructure, Life Sciences and Spectrum segments. Restrictive Covenants The indenture governing the 2026 Senior Secured Notes dated February 1, 2021, by and among INNOVATE, the guarantors party thereto and U.S.
Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference, for additional information. Restrictive Covenants The indenture governing the 2026 Senior Secured Notes dated February 1, 2021, by and among INNOVATE, the guarantors party thereto and U.S.
Backlog increases as contract commitments are obtained, decreases as revenues are recognized and increases or decreases to reflect modifications in the work to be performed under the contracts. Backlog is converted to sales in future periods as work is performed or projects are completed. Backlog can be significantly affected by the receipt or loss of individual contracts.
Backlog is converted to sales in future periods as work is performed or projects are completed. Backlog can be significantly affected by the receipt or loss of individual contracts.
The increase in loss was driven by our previous investment in HMN, which was sold on March 6, 2023, and had losses for the approximately two months of ownership in 2023, compared to net income in 2022. Refer to Note 6.
Loss from equity investees for the year ended December 31, 2023 was driven by our previous investment in HMN, which was sold on March 6, 2023, and had losses for the approximately two months of ownership in 2023. Refer to Note 6.
Spectrum: Net loss from our Spectrum segment for the year ended December 31, 2023 increased $8.9 million to $22.2 million from $13.3 million for the year ended December 31, 2022. Adjusted EBITDA from our Spectrum segment for the year ended December 31, 2023 decreased $2.5 million to $2.0 million from $4.5 million for the year ended December 31, 2022.
Spectrum: Net loss from our Spectrum segment for the year ended December 31, 2024, decreased $2.2 million to $20.0 million from $22.2 million for the year ended December 31, 2023. Adjusted EBITDA from our Spectrum segment for the year ended December 31, 2024, increased $5.1 million to $7.1 million from $2.0 million for the year ended December 31, 2023.
As of December 31, 2023, the Company was in compliance with this covenant. The instruments governing the Company’s Preferred Stock also limit the Company’s and its subsidiaries ability to take certain actions, including, among other things, to incur additional indebtedness; issue additional Preferred Stock; engage in transactions with affiliates; and make certain restricted payments.
The instruments governing the Company’s Series A-3 Preferred Stock and Series A-4 Preferred Stock also limit the Company’s and its subsidiaries ability to take certain actions, including, among other things, to incur additional indebtedness; issue additional Series A-3 Preferred Stock and Series A-4 Preferred Stock; engage in transactions with affiliates; and make certain restricted payments.
Factors that could cause actual results, events and developments to differ include, without limitation: the ability of our subsidiaries (including, target businesses following their acquisition) to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, our and our subsidiaries’ ability to identify any suitable future acquisition opportunities, efficiencies/cost avoidance, cost savings, income and margins, growth, economies of scale, combined operations, future economic performance, conditions to, and the timetable for, completing the integration of financial reporting of acquired or target businesses with INNOVATE or the applicable subsidiary of INNOVATE, completing future acquisitions and dispositions, litigation, potential and contingent liabilities, management’s plans, changes in regulations and taxes.
These forward-looking statements inherently involve certain risks and uncertainties and are not guarantees of performance, results, or the creation of stockholder value, although they are based on our current plans or assessments which we believe to be reasonable as of the date hereof. 71 Factors that could cause actual results, events and developments to differ include, without limitation: the ability of our subsidiaries (including, target businesses following their acquisition) to generate sufficient net income and cash flows to make upstream cash distributions, capital market conditions, our and our subsidiaries’ ability to identify any suitable future acquisition opportunities, efficiencies/cost avoidance, cost savings, income and margins, growth, economies of scale, combined operations, future economic performance, conditions to, and the timetable for, completing future acquisitions and dispositions and the successful integration of acquisitions with INNOVATE or the applicable subsidiary, litigation, potential and contingent liabilities, management’s plans, changes in regulations and taxes.
As a result, you should consider all of the following factors, together with all of the other information presented herein, in evaluating our business and that of our subsidiaries. 67 INNOVATE Corp. and Subsidiaries Our actual results or other outcomes may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • the recent passing of our Chief Executive Officer, President and Director and the successful transition of his management responsibilities; • 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 the significant additional indebtedness and other financing obligations we may incur; • the impact of covenants in the Indenture governing INNOVATE’s 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Unsecured Note and Revolving Credit Agreement, the Certificates of Designation governing INNOVATE’s Preferred Stock and all other subsidiary debt obligations as summarized in Note 11.
INNOVATE Corp. and Subsidiaries Our actual results or other outcomes may differ from those expressed or implied by forward-looking statements contained herein due to a variety of important factors, including, without limitation, the following: • our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations; • substantial doubt about our ability to continue operating as a going concern; • the impact on our business and financial condition of our substantial indebtedness and the significant additional indebtedness and other financing obligations we may incur; • the impact of covenants in the Indenture governing INNOVATE’s 2026 Senior Secured Notes, 2026 Convertible Notes, CGIC Unsecured Note and Revolving Line of Credit, the Certificates of Designation governing INNOVATE’s Series A-3 Preferred Stock and Series A-4 Preferred Stock and all other subsidiary debt obligations as summarized in Note 11.
Debt Obligations included in this Annual Report on Form 10-K, which is incorporated herein by reference. 2026 Convertible Notes - Terms and Conditions As of December 31, 2023, we had $51.8 million 2026 Convertible Notes outstanding. The 2026 Convertible Notes were issued under a separate indenture dated February 1, 2021, between the Company and U.S.
Debt Obligations included in the Consolidated Financial Statements of this Annual Report on Form 10-K, which is incorporated herein by reference. 2026 Convertible Notes The original $51.8 million aggregate principal amount of 7.50% convertible notes (the "2026 Convertible Notes") were issued under a separate indenture dated February 1, 2021, between the Company and U.S. Bank, as trustee (the "Convertible Indenture").
Other operating loss: Other operating loss for the year ended December 31, 2023 increased to $0.5 million from zero for the year ended December 31, 2022.
Other operating loss: Other operating loss for the year ended December 31, 2024, decreased $0.3 million to $0.2 million from $0.5 million for the year ended December 31, 2023.
Revenues relating to changes in the scope of a contract are recognized when we and a customer or general contractor have agreed on both the scope and price of changes, the work has commenced, and that realization of revenue is assured beyond a reasonable doubt.
Revenues relating to changes in the scope of a contract are recognized when we and a customer or general contractor have agreed on both the initial scope and price of any subsequently mutually agreed upon change orders due to a change in scope or other cost factors, the work has commenced, and that realization of revenue is reasonably assured.
Other: Loss from equity investees within our Other segment for the year ended December 31, 2023 increased $5.2 million to a loss of $0.3 million from income of $4.9 million for the year ended December 31, 2022.
Other: Loss from equity investees within our Other segment for the year ended December 31, 2024, decreased $0.3 million to zero from a loss of $0.3 million for the year ended December 31, 2023.
In addition, INNOVATE Corp. entered into a related side letter with the institutional investors, whereby INNOVATE agreed to utilize proceeds from the sale of certain of its existing operations, as allowable under the Company's current agreements and indentures and after all other required payments have been made, for repayment of a portion of Broadcasting's Senior Secured Notes.
During November 2023, concurrently with Broadcasting's execution of the Ninth Amendment to Secured Notes, which among other things extended the maturity of the notes, INNOVATE entered into a related side letter with the lenders, whereby INNOVATE agreed to utilize proceeds from the sale of certain of its existing operations, as allowable under the Company's current agreements and indentures and after all other required payments have been made, for repayment of a portion of our Spectrum segment's Senior Secured Notes.
The increase was due to a decrease in selling, general and administrative expenses ("SG&A") of $12.1 million and a decrease in depreciation and amortization of $7.0 million, partially offset by a net decrease in gross profit of $5.4 million and an increase in other operating expense of $0.6 million.
The improvement was due to an increase in other operating income of $10.3 million, a decrease in selling, general and administrative ("SG&A") expenses of $7.8 million, a decrease in depreciation and amortization of $2.6 million, which were partially offset by a net decrease in gross profit of $7.2 million.
Adjusted EBITDA loss from our Life Sciences segment for the year ended December 31, 2023 decreased $2.3 million to $23.1 million from $25.4 million for the year ended December 31, 2022.
Adjusted EBITDA loss from our Life Sciences segment for the year ended December 31, 2024, decreased $8.6 million to $14.5 million from $23.1 million for the year ended December 31, 2023.
Other and Eliminations: Net income from our Other segment and Eliminations for the year ended December 31, 2023 increased $4.3 million to $7.0 million from $2.7 million for the year ended December 31, 2022.
Other and Eliminations: Net income from our Other segment and Eliminations for the year ended December 31, 2024, decreased $6.9 million to $0.1 million from $7.0 million for the year ended December 31, 2023.
Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the impairment provisions of ASC 360, Property, plant, and equipment ("ASC 360"). 66 We elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, and if so, a quantitative test is performed.
We elect to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, and if so, a quantitative test is performed.
As of December 31, 2023, Pansend's carrying amount of its investment in MediBeacon remains at zero, inclusive of the $9.7 million in convertible notes which have been offset against recognized losses, and has cumulative unrecognized equity method losses relating to MediBeacon of $8.0 million.
As of December 31, 2024, Pansend's carrying amount of its investment in MediBeacon remains at zero, inclusive of the $12.0 million in outstanding notes which have been offset against recognized losses, and has cumulative unrecognized equity method losses relating to MediBeacon of $17.0 million. Subsequent to year end, in January 2025, MediBeacon received approval from the U.S.
DBM Global Inc. performs its services primarily under fixed-price contracts and recognizes revenue over time using the input method to measure progress for its projects. The nature of the projects does not provide measurable value to the customer over time and control does not transfer to the customer at discrete points in time.
DBM Global Inc. performs its services primarily under fixed-price contracts and recognizes revenue over time using the input method to measure progress for its projects.
The most reliable measure of progress is the cost incurred towards delivery of the completed project. Therefore, the input method provides the most reliable method to measure progress. Revenue recognition begins when work has commenced.
The Company has determined that one or more of these three criteria are met for such contracts. The most reliable measure of progress is the cost incurred towards delivery of the completed project. Therefore, the input method provides the most reliable method to measure progress. Revenue recognition begins when work has commenced.
You should also understand that many factors described under one heading below may apply to more than one section in which we have grouped them for the purpose of this presentation.
You should also understand that many factors described under one heading below may apply to more than one section in which we have grouped them for the purpose of this presentation. As a result, you should consider all of the following factors, together with all of the other information presented herein, in evaluating our business and that of our subsidiaries.
The decrease in consolidated depreciation and amortization was driven primarily by Banker Steel at our Infrastructure segment, as certain intangibles became fully amortized.
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.
Selling, general and administrative: Selling, general and administrative expense for the year ended December 31, 2023 decreased $6.5 million to $9.0 million from $15.5 million for the year ended December 31, 2022.
Selling, general and administrative : Selling, general and administrative expense for the year ended December 31, 2024, increased $1.9 million to $17.1 million from $15.2 million for the year ended December 31, 2023.

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