INNOVATE Corp.

Good afternoon and welcome to Innovate Corp.'s second quarter 2026 earnings conference call. All participants will be in a listen-only mode. Please note that this event is being recorded. I would now like to turn the call over to Anthony Rozmus with Investor Relations. Please go ahead, sir.

Good afternoon. Thank you for being with us to review Innovate's second quarter 2026 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 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 disclosed 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 stated in our SEC report. Innovate disclaims any intent or obligation to update or revise these forward-looking statements except expressed required by law. Management will 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 second quarter 2026 financial results and will provide you with an update on our three operating segments. For the second quarter, Innovate delivered consolidated revenue of $421.6 million and adjusted EBITDA of $46.3 million. Innovate delivered a productive second quarter highlighted by meaningful strategic progress at broadcasting and continued operational execution across the portfolio. Infrastructure achieved a record quarter with strong margin expansion and backlog growth. Life Sciences advanced commercial adoption and regulatory initiatives at MetaBeacon while R2 continued to generate strong demand and expand its global footprint. Before we turn to our highlights, I'd like to provide an update on broadcasting, refinancing, and sale transactions. During the quarter, we took a significant step towards simplifying our capital structure and strengthening the financial position of our spectrum segment. In May, broadcasting completed a refinancing transaction that provided $105 million of financing. the proceeds of which were used to retire existing debt, repurchase certain equity interests from note holders, and fund transaction related costs. The refinancing meaningfully improves the segment's balance sheet while positioning the business for its next stage of growth. We also entered into a definitive agreement with Connex Corp., under which Connex is expected to acquire a controlling interest in broadcasting, subject to customary closing conditions, including regulatory and FCC-related approvals. Upon closing, Connex is expected to own approximately 75% of the business, while Innovate will retain 25% ownership stake with an option to increase our ownership to 40% in the future. In addition, Connex is committed up to $75 million of post-closing equity capital to support the business, and the refinancing loan is expected to be extinguished as part of the transaction. We are currently awaiting the completion of the applicable FCC review process and other required approvals before the transaction can close. We believe this transaction unlocks value for shareholders, enhances broadcasting's access to capital, and allows Innovate to maintain meaningful participation and future growth of the business. To start the review of the subs and infrastructure, DBM Global achieved the record second quarter revenue of $414 million and adjusted EBITDA of $48.7 million. During the quarter, DBMG has seen gross margin improvement year-over-year of approximately 60 basis points to 18.5%. and adjusted EBITDA margin improvement year over year of approximately 350 basis points to 11.8%. We continue to be impressed by the world-class management team at DBMG, evidence through its record-breaking quarter and increasing our adjusted backlog to 2.7 billion. DBMG delivered a record-breaking second quarter reflecting exceptional execution across the platform and continued strength in its end markets. During the first half of 2026, the business generated significant new backlog through a combination of contracted awards, negotiated work, and project scope expansion, providing strong revenue visibility and reinforcing confidence in the underlying demand environment. Sales activity remained healthy across the portfolio, with disciplined pursuit selection and strong conversion rates driving meaningful backlog growth and positioning the business for continued success. DBMG exited the quarter with substantial momentum and an increasing favorable outlook for 2027 and for 2028. With a robust pipeline of opportunities expected to be awarded during the second half of the year, the organization's focus has begun to shift beyond near-term execution towards securing future year backlog and strategically aligning growth with available capacity. Investments in planning tools, milestone management, and earlier customer engagement are helping drive greater visibility into the future awards. while supporting disciplined growth, strong project execution, and margin preservation. Data centers, technology, healthcare, and New York City continue to be the key drivers of activity across the business. We are seeing sustained investment in physical infrastructure tied to computing artificial intelligence, advanced manufacturing, semiconductor production, Energy Systems, and Digital Connectivity, creating a compelling long-term opportunity set for DBMG. Across our operating companies, we continue to build backlog well into 2027 and 2028, supported by several large strategic projects and a healthy pipeline of opportunities. We remain encouraged by the strength of customer demand and believe DBMG is well positioned to capitalize on these secular growth trends while maintaining a disciplined approach to capacity deployment and project selection. Turning to life sciences, MetaBeacon continued to make meaningful progress during the quarter as it advanced the commercial rollout of its TGFR systems across the United States and internationally. MetaBeacon expanded placements at leading healthcare institutions, completed training at several leading academic medical centers. Commercial engagement is strong. MetaBeacon is actively working with more than 100 healthcare institutions, including discussions with key opinion leaders and valued analysis committees. Initial use cases focus on therapy dosing, including, in particular, Oncology Drugs, Transplant Donor Evaluation, and Kidney Function Assessment in Hospitalized Cardiology Patients. MetaBeacon continued to strengthen the foundation for broader adoption, including reimbursement initiatives and clinical development programs. During the quarter, MetaBeacon continued engagement with CMS and commercial payers in support of reimbursement pathways for hospitals-based TGFR system use. Adoption continues to be supported by growing clinical validation, publication activity, and increasing recognition with the nephrology community. Focus is shifting as well to raising awareness in oncology, cardiology, and transplant communities. MetaBeacon studies to be conducted under investigational device exemption, IDE, include evaluating heart failure and renal function reserve applications, which are recognized as important potential use cases for transdermal GFR. Internationally, MetaBeacon continues to make progress across several key markets. In Europe, MetaBeacon has CE mark approval of the TGFR monitors, sensors, and rings. Belumatrace marketing authorization application is targeted to be filed in 2027. In China, MetaBeacon and Wadong advanced commercialization and physician education efforts achieved ISO 13485 quality system certification and continued deployment activities following prior TGFR monitor shipments to the market. Regulatory and commercial initiatives are also underway across several additional markets including Canada, Taiwan, Hong Kong, Singapore, Thailand, and other countries in Asia. Looking ahead, MetaBeacon remains focused on converting its growing commercial pipeline into customer placements, expanding reimbursement opportunities, generating additional clinical evidence, and in general, advancing global commercialization efforts. We continue to be impressed by the increasing level of engagement and leading medical institutions, the expanding range of clinical applications under evaluation and the growing recognition of the TGFR system as a potential transformative tool for kidney function assessment and monitoring. R2. R2 continued to demonstrate strong global demand and commercial execution during the second quarter of 2026. Total worldwide demand reached 3.6 million, while revenue recognized during the quarter was 2.2 million. R2 exited the quarter with backlog of approximately 110 systems globally, representing roughly 1.4 million of future revenue. providing visibility and support for continued growth in the second half of the year. Beyond its commercial performance, R2 continued to expand its global presence and strengthen its operating foundation. During the quarter, the company secured registrations for Glacial RX in Thailand and Malaysia, initiated in-country testing in Korea ahead of the planned Glacial FX launch. launched a virtual training program to support provider education and advanced the manufacturing transfer to EIT, which is expected to reach first production bills in the near term. These milestones further position the business for broader international growth and improved operational scalability. R2 has gained significant brand traction while dramatically reducing costs with prior periods. The company has improved sales productivity through its capital sales team and integrated AI across the business, enabling it to drive revenue with significant lower overhead. Looking ahead, R2 enters the second half of 2026 with strong underlying demand, an expanding global footprint, and a substantial commercial pipeline. The company remains focused on executing its growth strategy while pursuing additional capital to support the inventory, manufacturing scaling, and commercial expansion. Again, at Spectrum, we're pleased with the progress made this quarter to strengthen Broadcasting's financial position, and we look forward to the next chapter with Connex to expand the platform and pursue initiatives that drive value for the business. Looking ahead, we remain focused on executing our strategic priorities including sales process for DBMG, supporting growth across our operating businesses, and driving long-term value creation for shareholders. We believe the momentum demonstrated across the portfolio, coupled with the strategic actions taken during the quarter, position Innovate Well for the remainder of 2026 and beyond. We appreciate the continued support of our shareholders, employees, customers, and partners. With that, I'll turn it over to Mike for a review of our financials and our capital structure.

Thanks, Paul. Consolidated total revenue for the second quarter of 2026 was $421.6 million, an increase of 74.2% compared to $242 million in the prior year period. The increase is primarily driven by our infrastructure segment. which is partially offset by decreases in our life sciences and spectrum segment. Net income attributable to common stockholders and participating preferred stockholders for the second quarter of 2026 increased to 10.4 million or 71 cents per fully diluted share compared to a net loss of 22 million or $1.67 per fully diluted share in the prior year period. Total adjusted EBITDA was $46.3 million in the second quarter of 2026, an increase from $15.7 million in the prior year period. The increase was primarily driven by our infrastructure and life sciences segments, which was partially offset by our spectrum segment. At infrastructure, revenue increased 77.6% to $414 million from $233.1 million in the prior year quarter. The increase was primarily driven by the timing and size of projects at DBMG's commercial structural steel fabrication and erection business, which had increased activity subsequent to the comparable period on certain large construction projects, and to a lesser extent at the construction modeling and detail business and new modular business. The increases were partially offset by a decrease at the industrial maintenance and repair business due to the timing and size of projects, which had increased increased activity in the comparable period on certain large construction projects that have since been completed. Infrastructure adjusted EBITDA for the second quarter of 2026 increased to $48.7 million from $19.3 million in the prior year period. The increase was primarily driven by the increase in revenue and gross profit at DBMG's commercial structural steel fabrication and erection business. The increase was partially offset by an increase in recurring SG&A expenses, primarily driven by the timing of compensation-related expenses and the decrease in revenue and gross profit at our industrial maintenance and repair business. As of June 30, 2026, reported backlog was $1.9 billion and adjusted backlog, which takes into consideration awarded but not yet signed contracts, was $2.7 billion. compared to reported backlog of $1.7 billion and adjusted backlog of $1.8 billion at the end of 2025. BBMG finished the quarter with $70.3 million in principal amount of debt, which is a decrease of $17.4 million from the end of 2025, primarily driven by a decrease in their credit line and normal debt amortization payments. At Life Sciences, revenue decreased and Michael Sena. The decrease in revenue was attributable to R2, primarily driven by decreases in glacial FX unit sales in North America and glacial spa units outside North America due to liquidity constraints. At Life Sciences, adjusted EBITDA losses decreased for the quarter. primarily driven by a decrease in recurring SG&A due to a reduction in compensation-related expenses at R2 and PanSend. At Spectrum, year-over-year revenue for the second quarter decreased $300,000 to $5.4 million and adjusted EBITDA decreased $600,000 to $400,000. The decreases were primarily driven by the termination of a few networks and individual markets subsequent to the comparable period which were partially offset by the launch of new networks. Net operating corporate adjusted EBITDA losses remain consistent year over year for the quarter at 2 million. As of June 30, 2026, the company had 87.8 million of cash and cash equivalents, excluding held for sale assets and restricted cash compared to 108.2 million as of December 31, 2025. On a standalone basis, As of June 30, 2026, our non-operating corporate segment had cash and cash equivalents of $1.5 million compared to cash and cash equivalents of $4.2 million at the end of 2025. As of June 30, 2026, Innovate had total principal outstanding indebtedness of $626.4 million. Excluding health for sale liabilities, that's up from $8.9 million from $617.5 million at the end of 2025. The increase was primarily driven by the PIC interests that are non-operating in life sciences segments, which is partially offset by the decrease in infrastructure's outstanding debt.

I'd like to thank everybody for their time, effort, and support, and I look forward to staying in touch in the very near future. Thanks again for everybody's time.

Thank you. Ladies and gentlemen, that then concludes today's conference. Thank you for joining us. You may now disconnect your lines.