INNOVATE Corp.

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

Good afternoon. Thank you for being with us to review Innovate's fourth quarter and full year 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'll 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 of the 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 detailed 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 dated 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 will also refer to certain non-GAAP financial measures, such as adjusted EBITDA. We believe that 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's my pleasure to turn things over to Paul Voigt.

Good afternoon. We are pleased to report our fourth quarter and full year 2025 financial results. and we'll provide you with an update on our three operating segments. For the fourth quarter, Innovate delivered consolidated revenues of $382.7 million and adjusted EBITDA of $24.5 million. For the full year 2025, consolidated revenues were $1.2 billion and adjusted EBITDA of $67.2 million. Innovate closed the year with continued execution across our portfolio. While market conditions remained mixed in some areas, we made tangible progress in strengthening our backlog, advancing strategic initiatives, and maintaining financial discipline. I'm proud of each of our teams and the progress they made in 2025. With that, let's turn to our review of our segments. To start the review of the subs at infrastructure, DBM Global achieved fourth quarter revenues of $373.9 million and adjusted EBITDA of $28 million. For the full year of 2025, DBM generated revenue of $1.2 billion and adjusted EBITDA of $87.5 million. During the quarter, DBM has seen gross margin compression year-over-year of approximately 350 basis points to 14.7% and adjusted EBITDA margin compression of approximately 20 basis points to 7.5% year-over-year. Despite the year-over-year decrease in margins, we remain impressed by the performance of our world-class management team at DBMG evidenced in growth by our adjusted backlog, which has increased by approximately $700 million to just over $1.8 billion since the end of 2024. Operationally, DBM exited the year with strong momentum. Activity in New York City's market continues to ramp up, with several commercial projects slated to start in 2026. Our backlog reflects improving demand across markets with a number of growing awarded projects. Importantly, the composition of the backlog increasingly reflects work scheduled for 2026 conversion, creating a back-half weighted revenue profile for this coming year. Rustin and team at DBM believe the strength of the current backlog positions DBM well for continued progress in the coming year. Turning to life sciences, MetaBeacon achieved three important milestones that advances its position since the last earnings call. In December 2025, the U.S. FDA approved MetaBeacon's next generation TGFR system, including the latest TGFR reusable sensor, which marks a step forward in point-of-care kidney function assessment. To provide highlights, this enables direct measurements of the glomerular filtration rate without the need of blood draws or urine collection. The newly approved sensor improves patient comfort and provides economic value versus the prior design, which supports broader clinical adoption. Following this approval, MetaBeacon's technology also received meaningful third-party validation from the scientific community. Last month, MetaBeacon announced that peer-reviewed transdermal GFR measurement article published in Journal of the American Society in Nephrology was selected as one of only five 2025 Editor's Choice articles, an honor reserved for work with the highest potential to influence future research, clinical practice, and public policy. The article was previously featured on the cover of JASN, in August 2025, highlighting the growing recognition of transdermal GFR as a potential new standard of care. These two announcements combined with FDA approval positions met a beacon well in 2026 and beyond. Early commercialization activities in China have begun following Q4 2025 Chinese regulatory approval. These activities include invited presentations on the efficiency and clinical utility of the TGFR system at the Chinese Society of Nephrology meeting at the end of the year and at the upcoming Society of Critical Care Medicine meeting in Chicago. Separately, MediBeacon has officially launched its Center of Excellence Sales Initiative in the U.S., marking an important step in its commercial expansion. We've already secured our first TGFR system order from a top tier academic medical center, and as inventory continues to build, we expect to drive additional placements across similar leading institutions. These centers will play a critical role in demonstrating the value of our technology in real-world settings, particularly in high-impact use cases such as kidney transplantation, as well as optimizing drug dosing in oncology and cardiology through more precise real-time assessment of kidney function. R2 reported revenues of $3.1 million in the fourth quarter. of 2025 compared to 4.1 million in the fourth quarter of 2024, primarily due to inventory constraints. However, for the full year 2025, R2 delivered record revenue of 12.5 million, representing an approximate 28% increase year over year. This momentum for the full year 2025 was fueled by increased demand outside of North America, which surged 123% in top-line revenue as compared to 2024, with an associated 187% increase in gross system unit sales compared to prior year. R2 now carries a backlog of approximately 80 units globally, with this backlog growing consumable revenues associated with the expanding installed base and continue market expansion. R2 enters 2026 with a strong momentum and a positive outlook. In international markets, R2 made meaningful progress during the fourth quarter. The company restructured its distribution agreement with its Chinese partner, securing a minimum purchase commitment of 600 systems over a three-year period. When combined with associated consumable sales, the total estimated contract value is approximately $10 million over the three-year term. In addition, R2 regained distribution rights to several key Asian Pacific markets, positioning the company to accelerate regional expansion in 2026. R2 also continued expanding its global footprint by appointing a new distributor in Peru and securing regulatory approvals for the Glacial RX device in Malaysia and Glacial FX device in Panama and Peru. We are pleased with R2's performance closing out 2025. Looking ahead, while R2 continues to execute its strategy, the business is looking to raise external capital to continue its progress in 2026. Moving to Spectrum, fourth quarter revenue was $5.7 million and adjusted EBITDA was $1 million. While Spectrum remains challenged by a soft advertising environment that extended through the fourth quarter, Momentum is starting to build. We are seeing demand across our networks pick up as we head into 2026. New network launches continue, including a number of streaming networks that will be launching over the air. We expect to have additional details in the coming weeks. Some of the new launches will include RAV en Español, a new channel targeting Latino audience, and Heartland Network, a country music channel. Our joint venture with a mobile wireless carrier continues with successful trials across the country. We are working closely with the provider on optimizing the software and service in the delivery of data to smartphones. Industry stakeholders have consistently backed our petition to the FCC seeking voluntary conversion of LPTV stations to 5G broadcast. We are working with the FCC and legislators to move the process along. Lastly, at Spectrum, favorable FCC ruling over the past year for LPTV and Class A stations have enabled valuable UHF Spectrum upgrades and meaningful entry into new markets. Combined with license filing window that opened up on March 19th, these developments create a significant opportunity to expand our U.S. Spectrum footprint at marginal cost over the next 6 to 12 months. Following our successful filing in March, we have now the opportunity to build outer stations across more than 40 new markets. To conclude, we continue to pursue asset sales to address our current capital structure, and we are working to protect shareholder value. We are continuing to pursue these initiatives and are working with our lenders to effectuate a solution to fix our capital structure. We have either met, received waivers, or extended the stated milestones across our businesses. With that, I'll turn it over to Mike for a review of our financial and capital structure.

Thanks, Paul. Consolidated total revenue for the fourth quarter of 2025 was $382.7 million, an increase of 61.7% compared to $236.6 million in the prior year period. The increase was primarily driven by our infrastructure segment, which was partially offset by decreases in our spectrum and life sciences segments. Net loss attributable to common stockholders and participating preferred stockholders for the fourth quarter of 2025 decreased to $7.8 million, or $0.58 per fully diluted share, compared to $16.9 million, or $1.29 per fully diluted share in the prior year period. Total adjusted EBITDA was $24.5 million in the fourth quarter of 2025, an increase from $15 million in the prior year period. The increase was primarily driven by our infrastructure segment, which was partially offset by our spectrum segment. At infrastructure, revenue increased 65.7% to $373.9 million from $225.7 million in the prior year quarter. This increase was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, Banker Steel, and the construction modeling and detail business, which had increased activity subsequent to the comparable period on certain large construction projects. The increases were partially offset by the timing and size of projects at the industrial maintenance and repair business, which had increased activity in the prior year on certain large commercial construction projects that were completed toward the end of 2024. Infrastructure adjusted EBITDA for the fourth quarter of 2025 increased to $28 million from $17.4 million in the prior year period. The increase was primarily driven by an increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business and Banker Steel, which had increased activity subsequent to the comparable period on certain large construction projects. These increases were partially offset by the decrease in revenue and gross profit at the industrial maintenance and repair business, which had increased activity in the prior year on certain large construction projects that were completed towards the end of 2024, and an increase in recurring SG&A expenses, primarily driven by an increase in compensation-related expenses. As of December 31, 2025, reported backlog was $1.7 billion and adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $1.8 billion. compared to reported backlog of $1 billion and adjusted backlog of $1.1 billion at the end of 2024. CBMG ended the year with $87.7 million in principal amount of debt, which is a decrease of $57 million from the end of 2024, primarily driven by its refinancing and a decrease in the credit line. At Life Sciences, revenue decreased 24.4% to 3.1 million from 4.1 million in the prior year quarter. The decrease in revenue was attributable to R2, primarily driven by a decrease in Glacial FX and Glacial RX unit sales in North America. Life Sciences adjusted EBITDA losses decreased for the quarter, which was primarily driven by a reduction in compensation-related expenses at Tencent. At Spectrum, year-over-year revenue for the fourth quarter decreased $1.1 million to $5.7 million and adjusted EBITDA decreased $1.3 million to $1 million. The decreases were primarily driven by the termination of certain customers. Non-operating corporate adjusted EBITDA losses were $2.2 million for the fourth quarter of 2025, consistent with the fourth quarter of 2024. At the end of 2025, the company had 112.1 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 December 31, 2025, our non-operating corporate segment had cash and cash equivalents of 4.2 million compared to cash and cash equivalents of 13.8 million at the end of 2024. As of December 31, 2025, Innovate had principal outstanding indebtedness of $687.2 million up $18.9 million from $668.3 million at the end of 2024, driven by the indebtedness refinancing transactions that are non-operating and life sciences segments, which was partially offset by a decrease in infrastructure's outstanding debt. With that, Operator, we'd now like to open up the call for questions.

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

There are no questions at this time.

This now concludes our question and answer session. I would like to turn the floor back over to Paul for closing comments.

Thank you. I just want to thank everybody for their time and support. We look forward to having some positive news in the very near future. Thank you.

Ladies and gentlemen, thank you for your participation. This concludes today's conference. Please disconnect your lines and have a wonderful day.