INNOVATE Corp.

Good afternoon and welcome to Innovate's first quarter 2025 earnings conference call. All participants will be in a listen-only mode. After the prepared remarks and presentation, there will be a question and answer session. Please note, this event is being recorded. I would now like to turn the conference call over to Anthony Rosmus with Investor Relations. Please go ahead.

Good afternoon. Thank you for being with us to review Innovate's first quarter 2025 earnings results. We are joined today by Paul Voigt, Innovate's interim CEO, and Mike Sena, Innovate's CFO. We have posted our earnings release and our slide presentation on our website at InnovateCorp.com. We will begin our call with prepared remarks to be followed by a Q&A session. This call is also being simulcast and will be archived on our website. During this call, management may make certain statements and assumptions which are not historical facts. will be forward-looking and are being made pursuant to the Safe Harbor Provisions and Private Securities Litigation Reform Act of 1995. Any such forward-looking statements involve risks, assumptions, and uncertainties and are subject to certain assumptions and risk factors that could cause Innovate's actual results to differ materially from these forward-looking statements. The risk factors that could cause these differences are more fully discussed in the cautionary statement that is included in our earnings release and the slide presentation and further details in our 10-K and other filings with the SEC. In addition, the forward-looking statements included in this conference call are only made as of the date of this call and as stated in our SEC reports. Innovate disclaims any intent or obligation to update or revise these forward-looking statements except as expressly required by law. Management may also refer to certain non-GAAP financial measures, such as adjusted EBITDA. We believe these measures provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. At this point, it is my pleasure to turn things over to Paul Voigt.

Good afternoon. We are pleased to report our first quarter 2025 financial results and we'll provide you an update on our three operating segments. Innovate delivered consolidated revenues of $274.2 million and adjusted EBITDA of $7.2 million in the first quarter of 2025. As we have discussed, we are actively working to address our capital structure and our near-term maturities of our debt obligations. We continue to make progress on our strategic objectives and our businesses continue to execute and drive very good results. We continue to believe that we have very valuable assets that appreciate in value each day. As a reminder, we are working to leverage one or more of these assets prior to reaching the debt maturities in order to achieve sustainable capital structure that allows us to realize the full value of the remaining businesses. We are keenly aware of the timeline in front of us, and we are working diligently for a solution. As we turn our attention to our operating segments, starting with infrastructure, DBM global achieved revenues of $264.9 million and adjusted EBITDA of $16.7 million. During the quarter, DBM has seen gross margin improvement year over year of approximately 110 basis points, to 15.6% and adjusted EBITDA margin improvement of approximately 40 basis points to 6.3% year-over-year. As expected, our results for DBM were in line with our expectations given the delay of awards in the back half of 2024. That said, the addition of over 500 million of new awards to backlog by our world-class management team, Rustin and Company, in the first quarter, as previously highlighted on our last call, has led to the growth in reported and adjusted backlog now reaching 1.4 billion. DBM remains well positioned in 2025 with a strong backlog and robust pipeline. We continue to monitor the ongoing tariff situation. At this point, DBM has not seen material impact to its business. Given policy is constantly evolving, there is uncertainty about the full impact of tariffs on the cost of materials and project delays. DBM continues to actively monitor its project backlog and new project pipeline to mitigate any impacts. Longer term, tariff economics could potentially spur additional economic investments in the United States. Of note, President Trump expects six to seven trillion in investments to come into the United States after the tariffs take effect. Turning to life science, as we discussed on our last call, MetaBeacon received FDA approval for its transdermal GFR system to assess kidney function. We are beginning to see traction with exploring the potential application for TGFR through our initial conversations with clinicians in hospital and outpatient settings. The transdermal GFR kidney function technology has been used in preclinical research for over a decade by some of the most influential academic medical center key opinion leaders and pharmaceutical companies in the world and has been utilized in over 600 peer-reviewed publications and conference abstracts. We previously announced that the National Medical Products Administration in China also approved the MetaBeacon TGFR monitor and TGFR sensor to the assessment of kidney function in patients with normal or impaired renal function. Finally, two peer-reviewed publications in high-impact medical journals were published These publications underscore the urgent need for improved kidney function assessment tools. These articles include data from the TGFR, including relambapuricin, in a range of chronic kidney disease patients. MetaBeacon's Director of Clinical Applications, Dr. Stuart Goldstein, presented results from MetaBeacon's Next Generation TGFR Center and monitored a clinical trial at the Chronic Kidney Disease Drug Development Summit in Boston March 17th through the 19th. MetaBeacon's Next Generation Transdermal Sensor is under review at the FDA. This is a more user-friendly and cost-effective sensor. The TGFR system will be available for commercial sale in the fourth quarter of 2025. As previously mentioned, we are still currently engaged with Jefferies, and we continue to explore strategic alternatives. R2 kicked off 2025 with a strong performance, tripling its year-over-year revenue to $3.1 million in the first quarter of 2025 compared to $1 million in the first quarter of 2024. This momentum was fueled by the increased demand in North America with $2.4 million of revenue in the first quarter of 2025 compared to 800,000 in the prior year quarter. Gross worldwide system unit sales surged 163% over first quarter 2024, led by 109% increase in North America. R2's system backlog has now surpassed 100 units globally, positioning the company for continued growth. The company continues to expand its global footprint. During 2025, we have entered into distribution agreements with Spain, France, UK, and several countries in South America. We are now currently serving 28 countries and continue to expand. Glacial skin devices continue to deliver impressive clinical and business outcomes for providers. In the first quarter of 2025, patient treatments grew 136%, while average monthly utilization per provider increased 42% compared to the same period last year. Glacial Skin's rising brand awareness is proving to be a powerful sales driver, with social media engagement growth outperforming industry competitors by 774%. Supporting this surge, R2 saw quarter-over-quarter increases of 347% in social media mentions, 561% in website users, and 158% in patient provider searches. We are extremely pleased with the success at R2 and continue to believe the market opportunity for R2 is massive and remain pleased with the momentum the company has experienced year-over-year. Moving to Spectrum, first quarter revenues were $6.2 million and adjusted EBITDA was $1.4 million, in line with expectations. As we spoke about on our last call, Broadcasting signed a contract with Marathon Ventures to distribute two new vibrant over-the-air networks, Nosey and Confess. As the year progresses, there will be additional new entrants into the OTA space, reflecting a growing trend in the broadcasting and streaming industries. This shift is largely driven by the increasing demand for diverse and accessible content delivery methods. We are continuing to pursue commercial opportunities in data casting. Our team has been working diligently to develop and implement the necessary technology and partnerships to make this a reality. This opportunity should be revenue generating by the end of the year. In addition, preparations are underway for ATSC 3.0 Light Housing to go live at KERA, the Dallas PBR station in the second quarter. In March, we took a significant step forward by filing a petition with the FCC to allow low-powered TV stations to voluntarily convert to 5G broadcast technology. This petition seeks to modernize broadcasting capabilities, enhancing data rates, reducing latency, and improving overall connectivity for these stations. The FCC has put the petition out for public comment which will allow for review of our proposal. This feedback is crucial as it will shape the final decision and ensure the transition to 5G broadcast is beneficial for all parties involved. As a reminder, our strategic vision for the business anchors upon maximizing the value of these assets. Given the recent success in our businesses, we are encouraged in our ability to execute on behalf of shareholders. With that, I'll turn it over to Mike for review of our financials and our capital structure.

Thanks, Paul. Consolidated total revenue for the first quarter of 2025 was $274.2 million, a decrease of 13% compared to $315.2 million in the prior year period. The decrease was primarily driven by our infrastructure segment, which was partially offset by an increase at our life sciences segment. Net loss attributable to common stockholders and participating preferred stockholders for the first quarter of 2025 was $24.8 million or $1.89 per fully diluted share, compared to a net loss of $17.7 million or $2.21 per fully diluted share in the prior year period. which has been retroactively adjusted to reflect the one for 10 reverse stock split affected on August 8th, 2024. Total adjusted EBITDA was 7.2 million in the first quarter of 2025, a decrease from 12.8 million in the prior year period. The decrease was primarily driven by our life sciences and infrastructure segments, which was partially offset by our non-operating corporate segment. At infrastructure, Revenue decreased 14% to $264.9 million from $307.9 million in the prior year quarter. This decrease is primarily driven by the timing and size of projects at Banker Steel and the industrial maintenance and repair business, which had increased activity in the prior year on certain large commercial construction projects that have since been completed or are nearing completion in the current period. This is partially offset by an increase at DBMG's commercial structural steel fabrication and erection business as a result of an increase in project work. Infrastructure adjusted EBITDA for the first quarter of 2025 decreased to $16.7 million from $18.3 million in the prior year period. The decrease was primarily driven by a decrease in revenue at both Banker Steel and the industrial maintenance and repair businesses due to timing of certain large commercial construction projects that have since been completed or are nearing completion in the current period. The decrease was partially offset by an increase in gross margins at the industrial maintenance and repair businesses and an increase in gross profit at DBMG's commercial structural steel fabrication and erection business due to an increase in project work, as well as decrease in recurring SG&A. primarily as a result of decreases in professional and consulting fees and compensation-related and travel expenses, which is partially offset by an increase in computer and software-related costs in the current period. As of March 31, 2025, reported backlog and adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $1.4 billion. compared to reported backlog of $1 billion and adjusted backlog of $1.1 billion at the end of 2024. DBMG ended the quarter with $147.2 million in principal amount of debt, which is an increase of $2.5 million from the year ended 2024, primarily driven by an increase in the credit line, which was partially offset by normal debt amortization payments. At Life Sciences, revenue increased 210% to $3.1 million from $1 million in the prior year quarter. The increase in revenue was attributable to R2, driven by an increase in unit sales of both glacial FX and glacial RX systems, and an increase in consumable sales in North America, as well as an increase in glacial SPA unit sales, consumable sales, and glacial FX unit sales outside of North America. Life Sciences adjusted EBITDA losses increased for the quarter, which was primarily due to higher equity method losses recognized from our investment in MetaBeacon as a result of equity changes that resulted from the milestone payments received from Wadong following the FDA approval and an increase in selling costs at R2 due to the increase in unit sales, which was partially offset by an increase in gross profit at R2 driven by the increase in revenue. At Spectrum, results remained relatively stable year-over-year with revenues of $6.2 million down $100,000 compared to the first quarter of 2024 and adjusted EBITDA of $1.4 million, a decrease of $200,000 from the prior year quarter. As a reminder, Spectrum fourth quarter results on the top line and adjusted EBITDA are generally higher than the first three quarters due to seasonal advertising and revenue shares. The sequential decline in revenue and adjusted EBITDA from the fourth quarter of 2024 reflects this pattern. Non-operating corporate adjusted EBITDA losses were $2.2 million for the first quarter of 2025, a $700,000 improvement from the first quarter of 2024. The decrease in losses was primarily driven by a decrease in legal fees due to legal matters settled subsequent to the comparable period. At the end of the first quarter, the company had 33.3 million of cash and cash equivalents, excluding restricted cash, compared to 48.8 million as of December 31, 2024. On a standalone basis, as of March 31, 2025, our non-operating corporate segment had cash and cash equivalents of 3 million compared to cash and cash equivalents of 13.8 million at the end of 2024. As of March 31st, 2025, Innovate had total principal outstanding indebtedness of 672 million, up 3.7 million from 668.3 million at the end of 2024, driven by the increase in infrastructure's outstanding debt and R2's debt with Lancer Capital, which capitalizes unpaid interest into the principal balance.

With that, operator, we'd now like to open up the call for questions.

Thank you. Ladies and gentlemen, we will now begin the question and answer session. If you would like to ask a question, please press star and one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. If you'd like to withdraw your question from the queue, you may press star and two. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Ladies and gentlemen, we will wait for a moment while we poll for questions.

Ladies and gentlemen, a reminder, if you wish to ask a question, please press star and 1.

Since there are no questions in the queue, I will now hand the conference over to Mike Sena for his closing comments. Mike?

Thank you for joining the call today to discuss our first quarter results. We are pleased with the momentum to start our year and look forward to providing you with updates on our business, businesses, and strategic alternatives in the future. Thank you.

Thank you. Ladies and gentlemen, the conference of Innovate Corp has now concluded. Thank you for your participation. You may now disconnect your line.