Item 1. Financial Statements
Item 1. Financial Statements
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Revenue $ 394.8 $ 170.5 $ 810.4 $ 538.9
Cost of revenue 339.7 138.8 688.4 447.7
Gross profit 55.1 31.7 122.0 91.2
Operating expenses:
Selling, general and administrative 44.3 33.9 120.9 109.2
Depreciation and amortization 8.9 4.5 17.6 13.3
Other operating loss 0.8 9.4 1.0 7.3
Income (loss) from operations 1.1 ( 16.1 ) ( 17.5 ) ( 38.6 )
Other (expense) income:
Interest expense ( 12.8 ) ( 17.9 ) ( 46.6 ) ( 56.2 )
Loss on early extinguishment or restructuring of debt ( 0.1 ) — ( 12.5 ) ( 9.2 )
Loss from equity investees ( 2.9 ) ( 1.3 ) ( 4.8 ) ( 4.0 )
Other income 0.6 6.9 4.4 73.0
Loss from continuing operations before income taxes ( 14.1 ) ( 28.4 ) ( 77.0 ) ( 35.0 )
Income tax expense ( 0.1 ) ( 1.4 ) ( 3.8 ) ( 3.7 )
Loss from continuing operations ( 14.2 ) ( 29.8 ) ( 80.8 ) ( 38.7 )
(Loss) income from discontinued operations (including loss on sale of $ 200.3 million for the three months ended September 30, 2021 and net loss on sales of $ 159.9 million and $ 39.3 million for the nine months ended September 30, 2021 and 2020, respectively)
( 200.3 ) 8.2 ( 149.9 ) ( 55.4 )
Net loss ( 214.5 ) ( 21.6 ) ( 230.7 ) ( 94.1 )
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest 2.6 4.3 7.9 6.8
Net loss attributable to INNOVATE Corp. ( 211.9 ) ( 17.3 ) ( 222.8 ) ( 87.3 )
Less: Preferred dividends and deemed dividends from conversions 1.1 0.4 1.7 1.2
Net loss attributable to common stock and participating preferred stockholders $ ( 213.0 ) $ ( 17.7 ) $ ( 224.5 ) $ ( 88.5 )
Loss per common share - continuing operations
Basic $ ( 0.16 ) $ ( 0.57 ) $ ( 0.98 ) $ ( 1.06 )
Diluted $ ( 0.16 ) $ ( 0.57 ) $ ( 0.98 ) $ ( 1.06 )
Loss per common share - discontinued operations
Basic $ ( 2.59 ) $ 0.20 $ ( 1.94 ) $ ( 0.83 )
Diluted $ ( 2.59 ) $ 0.20 $ ( 1.94 ) $ ( 0.83 )
Loss per share - Net loss attributable to common stock and participating preferred stockholders
Basic $ ( 2.75 ) $ ( 0.37 ) $ ( 2.92 ) $ ( 1.89 )
Diluted $ ( 2.75 ) $ ( 0.37 ) $ ( 2.92 ) $ ( 1.89 )
Weighted average common shares outstanding:
Basic 77.2 47.4 77.0 46.7
Diluted 77.2 47.4 77.0 46.7
See notes to Condensed Consolidated Financial Statements
2
INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in millions)
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Net loss $ ( 214.5 ) $ ( 21.6 ) $ ( 230.7 ) $ ( 94.1 )
Other comprehensive (loss) income
Foreign currency translation adjustment ( 1.2 ) ( 0.5 ) ( 2.4 ) 3.5
Unrealized (loss) income on available-for-sale securities — 65.0 ( 57.7 ) 72.8
Dispositions ( 334.0 ) — ( 334.0 ) 22.1
Other comprehensive (loss) income ( 335.2 ) 64.5 ( 394.1 ) 98.4
Comprehensive (loss) income ( 549.7 ) 42.9 ( 624.8 ) 4.3
Comprehensive (loss) income attributable to noncontrolling interests and redeemable noncontrolling interests ( 2.6 ) ( 4.6 ) ( 8.0 ) 2.7
Comprehensive (loss) income attributable to INNOVATE Corp. $ ( 552.3 ) $ 38.3 $ ( 632.8 ) $ 7.0
See notes to Condensed Consolidated Financial Statements
3
INNOVATE CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in millions, except share amounts)
'
September 30,
2021 December 31,
2020
Assets
Current assets
Cash and cash equivalents $ 55.5 $ 43.8
Accounts receivable, net 425.0 184.7
Contract assets 72.5 55.6
Inventory 17.4 9.9
Restricted cash 8.6 1.5
Assets held for sale 2.2 5,942.1
Other current assets 11.0 8.7
Total current assets 592.2 6,246.3
Investments 49.9 55.4
Deferred tax asset 2.8 3.0
Property, plant and equipment, net 168.2 112.8
Goodwill 122.8 111.0
Intangibles, net 213.1 172.1
Other assets 72.5 42.2
Total assets $ 1,221.5 $ 6,742.8
Liabilities, temporary equity and stockholders’ (deficit) equity
Current liabilities
Accounts payable $ 183.2 $ 69.7
Accrued liabilities 99.7 77.1
Current portion of debt obligations 71.1 433.6
Contract liabilities 161.4 52.2
Liabilities held for sale — 5,306.7
Other current liabilities 18.0 12.9
Total current liabilities 533.4 5,952.2
Deferred tax liability 8.0 7.0
Debt obligations 602.8 127.9
Other liabilities 61.7 39.8
Total liabilities 1,205.9 6,126.9
Commitments and contingencies
Temporary equity
Preferred stock 19.1 10.4
Redeemable noncontrolling interest 51.2 5.3
Total temporary equity 70.3 15.7
Stockholders’ (deficit) equity
Common stock, $ 0.001 par value
0.1 0.1
Shares authorized: 160,000,000 at September 30, 2021 and December 31, 2020, respectively
Shares issued: 79,157,332 and 77,836,586 at September 30, 2021 and December 31, 2020, respectively
Shares outstanding: 77,768,116 and 76,726,835 at September 30, 2021 and December 31, 2020, respectively
Additional paid-in capital 331.2 355.7
Treasury stock, at cost: 1,389,216 and 1,109,751 shares at September 30, 2021 and December 31, 2020, respectively
( 5.2 ) ( 4.2 )
Accumulated deficit ( 411.5 ) ( 188.7 )
Accumulated other comprehensive income 3.2 396.9
Total INNOVATE Corp. stockholders’ (deficit) equity ( 82.2 ) 559.8
Noncontrolling interest 27.5 40.4
Total stockholders’ (deficit) equity ( 54.7 ) 600.2
Total liabilities, temporary equity and stockholders’ (deficit) equity $ 1,221.5 $ 6,742.8
See notes to Condensed Consolidated Financial Statements
4
INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited, in millions)
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total INNOVATE Stockholders' Equity (Deficit) Non-
controlling
Interest Total Stockholders’ Equity (Deficit) Temporary Equity
Shares Amount
Balance as of June 30, 2021 77.8 $ 0.1 $ 354.8 $ ( 5.2 ) $ ( 199.6 ) $ 338.2 $ 488.3 $ 23.2 $ 511.5 $ 6.2
Share-based compensation — — 0.4 — — — 0.4 — 0.4 —
Fair value adjustment of redeemable noncontrolling interest — — — — — — — — — 0.1
Preferred stock dividend — — ( 1.1 ) — — — ( 1.1 ) — ( 1.1 ) —
Issuance of preferred stock — — — — — — — — — 19.1
Issuance of redeemable noncontrolling interest — — — — — — — — — 40.9
Purchase of preferred stock by subsidiary — — ( 0.1 ) — — — ( 0.1 ) — ( 0.1 ) —
Transactions with noncontrolling interests — — ( 22.4 ) — — — ( 22.4 ) 5.3 ( 17.1 ) 5.6
Other — — ( 0.4 ) — — — ( 0.4 ) — ( 0.4 ) —
Net loss — — — — ( 211.9 ) — ( 211.9 ) ( 1.0 ) ( 212.9 ) ( 1.6 )
Other comprehensive loss — — — — — ( 335.0 ) ( 335.0 ) — ( 335.0 ) —
Balance as of September 30, 2021 77.8 $ 0.1 $ 331.2 $ ( 5.2 ) $ ( 411.5 ) $ 3.2 $ ( 82.2 ) $ 27.5 $ ( 54.7 ) $ 70.3
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total INNOVATE Stockholders' Equity (Deficit) Non-
controlling
Interest Total Stockholders’ Equity (Deficit) Temporary Equity
Shares Amount
Balance as of December 31, 2020 76.7 $ 0.1 $ 355.7 $ ( 4.2 ) $ ( 188.7 ) $ 396.9 $ 559.8 $ 40.4 $ 600.2 $ 15.7
Share-based compensation — — 1.7 — — — 1.7 — 1.7 —
Fair value adjustment of redeemable noncontrolling interest — — ( 0.3 ) — — — ( 0.3 ) — ( 0.3 ) 0.4
Taxes paid in lieu of shares issued for share-based compensation — — — ( 1.0 ) — — ( 1.0 ) — ( 1.0 ) —
Preferred stock dividend — — ( 1.4 ) — — — ( 1.4 ) — ( 1.4 ) —
Issuance of common stock 1.1 — 0.7 — — — 0.7 — 0.7 —
Issuance of preferred stock — — — — — — — — — 19.1
Issuance of redeemable noncontrolling interest — — — — — — — — — 40.9
Purchase of preferred stock by subsidiary — — ( 0.3 ) — — — ( 0.3 ) — ( 0.3 ) —
Redemption of Series A and A-2 Preferred Stock — — — — — — — — — ( 10.4 )
Transactions with noncontrolling interests — — ( 21.6 ) — — — ( 21.6 ) ( 9.7 ) ( 31.3 ) 9.4
Other — — ( 3.3 ) — — — ( 3.3 ) — ( 3.3 ) —
Net loss — — — — ( 222.8 ) — ( 222.8 ) ( 3.1 ) ( 225.9 ) ( 4.8 )
Other comprehensive loss — — — — — ( 393.7 ) ( 393.7 ) ( 0.1 ) ( 393.8 ) —
Balance as of September 30, 2021 77.8 $ 0.1 $ 331.2 $ ( 5.2 ) $ ( 411.5 ) $ 3.2 $ ( 82.2 ) $ 27.5 $ ( 54.7 ) $ 70.3
See notes to Condensed Consolidated Financial Statements
5
INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
(Unaudited, in millions)
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total INNOVATE Stockholders' Equity Non-
controlling
Interest Total Stockholders’ Equity Temporary Equity
Shares Amount
Balance as of June 30, 2020 46.6 $ — $ 288.5 $ ( 4.2 ) $ ( 166.7 ) $ 201.7 $ 319.3 $ 45.9 $ 365.2 $ 18.7
Share-based compensation — — 3.0 — — — 3.0 — 3.0 —
Fair value adjustment of redeemable noncontrolling interest — — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 ) 0.2
Preferred stock dividend — — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 ) —
Issuance of common stock 0.7 — — — — — — — — —
Issuance of preferred stock — — — — — — — — — 5.6
Transactions with noncontrolling interests — — 0.8 — — — 0.8 ( 2.0 ) ( 1.2 ) —
Other — — 1.7 — — — 1.7 — 1.7 —
Net loss — — — — ( 17.3 ) — ( 17.3 ) ( 2.8 ) ( 20.1 ) ( 1.5 )
Other comprehensive income (loss) — — — — — 64.7 64.7 ( 0.2 ) 64.5 ( 0.1 )
Balance as of September 30, 2020 47.3 $ — $ 293.6 $ ( 4.2 ) $ ( 184.0 ) $ 266.4 $ 371.8 $ 40.9 $ 412.7 $ 22.9
Common Stock Additional
Paid-In
Capital Treasury
Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total INNOVATE Stockholders' Equity Non-
controlling
Interest Total Stockholders’ Equity Temporary Equity
Shares Amount
Balance as of December 31, 2019 46.1 $ — $ 281.1 $ ( 3.3 ) $ ( 96.7 ) $ 168.7 $ 349.8 $ 93.8 $ 443.6 $ 21.6
Share-based compensation — — 5.9 — — — 5.9 — 5.9 —
Fair value adjustment of redeemable noncontrolling interest — — ( 1.4 ) — — — ( 1.4 ) — ( 1.4 ) 1.4
Taxes paid in lieu of shares issued for share-based compensation ( 0.4 ) — — ( 0.9 ) — — ( 0.9 ) — ( 0.9 ) —
Preferred stock dividend — — ( 0.6 ) — — — ( 0.6 ) — ( 0.6 ) —
Issuance of common stock 1.6 — — — — — — — — —
Issuance of preferred stock — — — — — — — — — 5.6
Transactions with noncontrolling interests — — 6.9 — — — 6.9 ( 57.3 ) ( 50.4 ) ( 4.0 )
Other — — 1.7 — — — 1.7 — 1.7 —
Net loss — — — — ( 87.3 ) — ( 87.3 ) ( 3.8 ) ( 91.1 ) ( 3.0 )
Other comprehensive income — — — — — 97.7 97.7 8.2 105.9 1.3
Balance as of September 30, 2020 47.3 $ — $ 293.6 $ ( 4.2 ) $ ( 184.0 ) $ 266.4 $ 371.8 $ 40.9 $ 412.7 $ 22.9
See notes to Condensed Consolidated Financial Statements
6
INNOVATE CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)
Nine Months Ended September 30,
2021 2020
Cash flows from operating activities
Net loss $ ( 230.7 ) $ ( 94.1 )
Less: Loss from discontinued operations, net of tax ( 149.9 ) ( 55.4 )
( 80.8 ) ( 38.7 )
Adjustments to reconcile net loss to cash provided by operating activities
Share-based compensation expense 1.7 2.5
Depreciation and amortization 26.0 20.2
Amortization of deferred financing costs and debt discount 9.4 10.6
Amortization of discount on investments, net — ( 0.1 )
Loss on extinguishment of debt 12.5 9.2
Loss from equity investees 4.8 4.0
Asset impairment expense 2.7 11.2
Net realized and unrealized gains on investments — ( 72.5 )
Deferred income taxes 1.1 ( 3.3 )
Other operating activities ( 5.0 ) 3.0
Changes in assets and liabilities, net of acquisitions:
Accounts receivable ( 127.9 ) 41.4
Contract assets on uncompleted contracts ( 15.0 ) 2.3
Other current assets ( 0.4 ) ( 10.7 )
Other assets 6.1 5.0
Accounts payable 65.7 6.1
Accrued liabilities 6.7 27.4
Contract liabilities on uncompleted contracts 54.2 9.7
Other current liabilities ( 2.8 ) ( 21.0 )
Other liabilities ( 7.1 ) ( 13.1 )
Cash used in operating activities ( 48.1 ) ( 6.8 )
Cash provided by discontinued operating activities 33.5 84.2
Cash (used in) provided by continuing operating activities ( 14.6 ) 77.4
Cash flows from investing activities
Purchase of property, plant and equipment ( 15.0 ) ( 14.6 )
Proceeds from disposal of property, plant and equipment 12.5 0.6
Sale of investments — 0.7
Sale of equity method investments — 85.5
Cash received from dispositions, net of cash disposed 74.0 144.0
Extraordinary dividend received in business disposition 62.5 —
Cash paid for acquisitions, net of cash acquired ( 128.5 ) —
Other investing activities 0.9 5.2
Cash provided by investing activities 6.4 221.4
Cash used in discontinued investing activities ( 221.3 ) ( 151.0 )
Cash (used in) provided by continuing investing activities ( 214.9 ) 70.4
Cash flows from financing activities
Proceeds from debt obligations 529.8 1.7
Principal payments on debt obligations ( 454.8 ) ( 155.3 )
Cash received by subsidiary to issue preferred stock 10.5 15.6
Redemption of preferred stock ( 10.4 ) —
Transactions with noncontrolling interests ( 9.5 ) ( 62.9 )
Other financing activities ( 3.4 ) ( 4.8 )
Cash provided by (used in) financing activities 62.2 ( 205.7 )
Cash used in discontinued financing activities ( 7.6 ) ( 18.1 )
Cash provided by (used in) continuing financing activities 54.6 ( 223.8 )
Effects of exchange rate changes on cash, cash equivalents and restricted cash ( 1.7 ) 0.7
Net decrease in cash and cash equivalents, including restricted cash and cash classified within assets held for sale ( 176.6 ) ( 75.3 )
Less: Net decrease in cash and cash equivalents from discontinued operations ( 195.4 ) ( 80.4 )
Net change in cash, cash equivalents and restricted cash 18.8 5.1
Cash, cash equivalents and restricted cash, beginning of period 45.3 24.7
Cash, cash equivalents and restricted cash, end of period $ 64.1 $ 29.8
See notes to Condensed Consolidated Financial Statements
7
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Organization and Business
INNOVATE Corp. ("INNOVATE", formerly known as HC2 Holdings, Inc.) and, together with its consolidated subsidiaries, the "Company", "we" and "our") is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. We seek to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. While the Company generally intends to acquire controlling equity interests in its operating subsidiaries, the Company may invest to a limited extent in a variety of debt instruments or noncontrolling equity interest positions. The Company’s shares of common stock trade on the NYSE under the symbol "VATE".
The Company currently has three reportable segments, plus our Other segment, based on management’s organization of the enterprise: Infrastructure, Life Sciences, Spectrum, and Other which includes businesses that do not meet the separately reportable segment thresholds.
1. Our Infrastructure segment is comprised of DBM Global Inc. ("DBMG") and its wholly-owned subsidiaries. DBMG is a fully integrated Industrial Construction, Structural Steel and Facility Maintenance provider that provides fabrication and erection of structural steel and heavy steel plate services and also fabricates trusses and girders and specializes in the fabrication and erection of large-diameter water pipe and water storage tanks, as well as 3-D Building Information Modeling (“BIM”) and detailing. DBMG provides these services on commercial, industrial, and infrastructure construction projects such as high- and low-rise buildings and office complexes, hotels and casinos, convention centers, sports arenas and stadiums, shopping malls, hospitals, dams, bridges, mines, metal processing, refineries, pulp and paper mills and power plants. Through GrayWolf, DBMG provides integrated solutions for digital engineering, modeling and detailing, construction, heavy equipment installation and facility services including maintenance, repair, and installation to a diverse range of end markets. Through Aitken Manufacturing, DBMG manufactures pollution control scrubbers, tunnel liners, pressure vessels, strainers, filters, separators and a variety of customized products. Through the recently acquired Banker Steel, DBMG provides fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market. The Company maintains an approximately 90 % controlling interest in DBMG.
2. Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"). Pansend maintains controlling interests of approximately 80 % in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and approximately 56 % in R2 Technologies, Inc. ("R2"), which develops aesthetic and medical technologies for the skin. Pansend also invests in other early stage or developmental stage healthcare companies including an approximately 47 % interest in MediBeacon Inc. ("MediBeacon"), and an investment in Triple Ring Technologies, Inc ("Triple Ring").
3. Our Spectrum segment is comprised of HC2 Broadcasting Holdings Inc. ("HC2 Broadcasting") and its subsidiaries. HC2 Broadcasting strategically acquires and operates over-the-air broadcasting stations across the United States. In addition, HC2 Broadcasting, through its wholly-owned subsidiary, HC2 Network Inc. ("Network"), operates Azteca America, a Spanish-language broadcast network offering high quality Hispanic content to a diverse demographic across the United States. The Company maintains a 98 % controlling interest in HC2 Broadcasting and maintains a controlling interest of approximately 76 %, inclusive of approximately 10 % proxy rights from minority holders of DTV America Corporation ("DTV").
4. Our Other segment represents all other businesses or investments that do not meet the definition of a segment individually or in the aggregate. Included in the Other segment is the former Marine Services segment, which includes its holding company, Global Marine Holdings, LLC ("GMH"), in which the Company maintains approximately 73 % controlling interest. GMH results include the current and prior year equity investment in Huawei Marine Networks Co., Limited (“HMN”), its 19 % equity method investment, and the discontinued operations of Global Marine Systems Limited ("GMSL"). Also included in the Other segment is the discontinued operations of Beyond6, Inc. ("Beyond6"), Continental Insurance Group ("CIG") and PTGi International Carrier Services, Inc. and its subsidiaries ("ICS").
2. Summary of Significant Accounting Policies
Principles of Consolidation
The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries and all other subsidiaries over which the Company exerts control. All intercompany profits, transactions and balances have been eliminated in consolidation. For the nine months ended September 30, 2021, the results of DBMG, Genovel, R2, HC2 Broadcasting, CIG, GMH and Beyond6 have been consolidated into the Company’s results based on guidance from the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" 810, Consolidation) . The remaining interests not owned by the Company are presented as a noncontrolling interest component of total equity.
Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to such rules and regulations. Certain prior amounts have been reclassified or combined to conform to the current year presentation.
8
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
These interim financial statements should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 10, 2021. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2021.
Use of Estimates and Assumptions
The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used.
Liquidity
At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations (such as debt service and operating leases) and other cash needs for our operations for at least the next twelve months from the issuance of the Condensed Consolidated Financial Statements through a combination of available cash and distributions from our subsidiaries. The ability of INNOVATE’s subsidiaries to make distributions to INNOVATE is subject to numerous factors, including restrictions contained in each subsidiary’s financing agreements, regulatory requirements, availability of sufficient funds at each subsidiary and the approval of such payment by each subsidiary’s board of directors, which must consider various factors, including general economic and business conditions, tax considerations, strategic plans, financial results and condition, expansion plans, any contractual, legal or regulatory restrictions on the payment of dividends, and such other factors each subsidiary’s board of directors considers relevant. Although the Company believes, to the extent needed, that it will be able to raise additional equity capital, refinance indebtedness or preferred stock, enter into other financing arrangements or engage in asset sales and sales of certain investments sufficient to fund any cash needs that we are not able to satisfy with the funds on hand or expected to be provided by our subsidiaries, there can be no assurance that it will be able to do so on terms satisfactory to the Company, if at all. Such financing options, if pursued, may also ultimately have the effect of negatively impacting our liquidity profile and prospects over the long-term. Our ability to sell assets and certain of our investments to meet our existing financing needs may also be limited by our existing financing instruments. In addition, the sale of assets or the Company’s investments may also make the Company less attractive to potential investors or future financing partners.
COVID-19
There are many uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company continues to closely monitor the impact of the COVID-19 pandemic, including the effectiveness of the vaccine programs, on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels and any potential prolonging or worsening of the pandemic due to COVID-19 variants. We are unable to predict the impact that COVID-19 will have on the Company's financial position and operating results due to numerous uncertainties. However, as the pandemic continues, it may have an adverse effect on the Company’s results of operations, financial condition, or liquidity. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic.
9
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Statement of Cash Flows
The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows (in millions):
September 30,
2021 2020
Cash and cash equivalents, beginning of period $ 43.8 $ 23.3
Restricted cash included in other assets 1.5 1.4
Total cash and cash equivalents and restricted cash $ 45.3 $ 24.7
Cash and cash equivalents, end of period $ 55.5 $ 28.2
Restricted cash included in other assets 8.6 1.6
Total cash and cash equivalents and restricted cash $ 64.1 $ 29.8
Cash and cash equivalents classified in Assets held for sale, beginning of period $ 195.2 $ 216.0
Restricted cash classified in Assets held for sale 0.2 0.2
Total cash and cash equivalents and restricted cash classified in Assets held for sale $ 195.4 $ 216.2
Cash and cash equivalents classified in Assets held for sale, end of period $ — $ 135.6
Restricted cash classified in Assets held for sale — 0.2
Total cash and cash equivalents and restricted cash classified in Assets held for sale $ — $ 135.8
Supplemental cash flow information:
Cash paid for interest $ 31.3 $ 35.0
Cash paid for taxes, net of refunds $ 4.3 $ 8.5
Non-cash investing and financing activities:
Property, plant and equipment included in accounts payable $ 2.1 $ 3.0
Investments included in accounts receivable $ — $ —
Investments included in accounts payable $ — $ 10.0
Issuance of preferred stock $ 19.1 $ —
Issuance of redeemable noncontrolling interest $ 40.9 $ —
Extinguishment of convertible note in exchange $ 51.8 $ —
Issuance of convertible note in exchange $ ( 51.8 ) $ —
Debt assumed in acquisitions $ 6.3 $ —
Reclassification
Certain previous year amounts have been reclassified to conform with current year presentations, as related to the reporting of new balance sheet line items:
• The recast of Beyond6, ICS, and CIG's results to discontinued operations. Further, the reclassification of prior period assets and liabilities have been classified as held for sale. See Note 3. Discontinued Operations for further information;
• As a result of the sale of ICS, and in accordance with ASC 280, the Company no longer considers the results of operations and balance sheets of the retained ICS entities as a separate segment. Formerly the Telecommunications segment, these entities have been reclassified to the Other segment. See Note 17. Operating Segment and Related Information for further information;
• As a result of the sale of Beyond6, and in accordance with ASC 280, the Company no longer considers the results of operations and balance sheets of Beyond6 as a separate segment. Formerly the Clean Energy segment, this entity has been reclassified to the Other segment. See Note 17. Operating Segment and Related Information for further information;
• As a result of the sale of CIG, and in accordance with ASC 280, the Company no longer considers the results of operations and Balance Sheets of CIG as a separate segment. This entity has been reclassified to the Other segment. See Note 17. Operating Segment and Related Information for further information; and
• The recast of prior year earnings per share as a result of the discontinued operations noted above. This includes presenting EPS for Net income (loss) from continuing operations, Net income (loss) from discontinuing operations, and Net income (loss). See Note 18. Basic and Diluted Income (Loss) Per Common Share for further details.
10
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Accounting Pronouncements Adopted in the Current Year
Accounting for Debt with Conversion Options
ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , was issued by the FASB in August 2020. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The standard is effective on January 1, 2024, but early adoption was elected as of January 1, 2021. A modified retrospective method of transition was applied, which resulted in no impact to the Company.
Accounting Pronouncements to be Adopted Subsequent to December 31, 2021
Credit Loss Standard
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , Measurement of Credit Losses on Financial Instruments, was issued by FASB in June 2016. This standard is effective January 1, 2020 (with early adoption permitted). This new standard changes the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the expected loss model, entities will recognize estimated credit losses over the entire contractual term of the instrument rather than delaying recognition of credit losses until it is probable the loss has been incurred. The FASB has voted to delay the effective date of ASU 2016-13 to January 1, 2023 for smaller reporting companies with a revised ASU in the fourth quarter of 2019. The Company will not be required to adopt Topic 326 until January 1, 2023. Currently, the Company continues to evaluate the potential impact of the new standard on its financial results.
Subsequent Events
ASC 855, Subsequent Events requires the Company to evaluate events that occur after the balance sheet date as of which the financial statements are issued, and to determine whether adjustments to or additional disclosures in the financial statements are necessary. See Note 19. Subsequent Events for the summary of the subsequent events.
3. Discontinued Operations
The results of GMSL, ICS, Beyond6, and CIG and the related expenses directly attributable to the entities were reported as discontinued operations. Summarized operating results of the discontinued operations are as follows (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Revenue $ — $ 146.8 $ 1.7 $ 478.4
Life, accident and health earned premiums, net — 28.6 55.7 86.8
Net investment income — 46.7 92.4 147.1
Realized/unrealized gains (losses) on investments — 0.7 5.1 ( 18.8 )
Total revenue — 222.8 154.9 693.5
Cost of revenue — 139.9 0.8 457.5
Policy benefits, changes in reserves, and commissions — 59.6 126.0 195.0
Selling, general and administrative — 11.3 21.1 50.4
Depreciation and amortization — ( 2.0 ) ( 11.0 ) ( 5.3 )
Income (loss) from operations — 14.0 18.0 ( 4.1 )
Interest expense — ( 1.9 ) ( 0.5 ) ( 9.8 )
Loss on sale and liquidation of subsidiaries ( 200.3 ) — ( 159.9 ) ( 39.3 )
Income from equity investees — — — 0.5
Other loss — ( 3.8 ) ( 3.1 ) ( 2.0 )
Pre-tax (loss) income from discontinued operations ( 200.3 ) 8.3 ( 145.5 ) ( 54.7 )
Income tax expense — ( 0.1 ) ( 4.4 ) ( 0.7 )
(Loss) income from discontinued operations $ ( 200.3 ) $ 8.2 $ ( 149.9 ) $ ( 55.4 )
11
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Sale of CIG
The sale of CIG closed on July 1, 2021 to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a director of the Company and, as of September 30, 2021, a beneficial owner of approximately 6.6 % of the Company's outstanding common stock who has also served as executive chairman of Continental since October 2020. The Insurance segment, which primarily consisted of a closed block of long-term care insurance, had a book value, inclusive of intercompany eliminations, at the time of the sale of $ 544.0 million, inclusive of $ 344.0 million of Accumulated other comprehensive income ("AOCI"). The carrying value of the Insurance segment at the time of sale excluded cash of $ 62.5 million and investments of $ 26.7 million which were distributed to the Company through an extraordinary dividend immediately prior to the sale. The extraordinary dividend was approved by our domestic regulator in connection with the approval of the sale. The amount included in AOCI was reversed from equity at the time of the sale and offset the loss recognized.
While several factors impacted the fair value of the Insurance segment at the end of 2019, following discussions with our domestic regulator, changes in the asset management fee arrangement and expectations of future dividends primarily and ultimately resulted in the full impairment of the goodwill associated with the Insurance segment during the year ended December 31, 2019. While these factors did not have a major impact on the operations of the stand-alone business, they did have a significant impact on the economic benefit that could be realized by the Company.
As a result of the factors described above, combined with the risks associated with the long-term care insurance industry, the Company exited the segment and sold the business resulting in a $ 200.8 million loss on the sale of CIG.
Sale of GMSL
The sale of GMSL closed on February 28, 2020. At the time of the sale, the Company recorded a $ 39.3 million loss on the sale and recognized $ 31.3 million of Accumulated other comprehensive loss. During the fourth quarter of 2020, the Company recognized a gain on sale of $ 2.4 million as a result of the cash collateralized bonding facility release. During the first quarter of 2021, the Company recognized a gain of $ 1.2 million as a result of an indemnity release.
The net proceeds from the sale of GMSL were used to repay $ 15.0 million of the then outstanding balance under the Revolving Credit Agreement and redeem $ 76.9 million aggregate principal amount of the Company's 11.5 % senior secured notes due 2021 (the "2021 Senior Secured Notes"), plus accrued and unpaid interest since December 1, 2019 (the last regularly scheduled interest payment date).
As a result of the repayment of $ 15.0 million Revolving Credit Agreement, the Company allocated the following interest and the amortization of deferred financing costs for the three and nine months ended September 30, 2021 and 2020 associated with the principal prepayment from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statement of Operations:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Interest expense $ — $ — $ — $ 0.2
Amortization of deferred financing costs and original issuance discount $ — $ — $ — $ 0.1
As a result of the mandatory redemption of $ 76.9 million of 2021 Senior Secured Notes, the Company allocated the following pro-rata interest and amortization of deferred financing costs and original issuance discount for the three and nine months ended September 30, 2021 and 2020, from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Interest expense $ — $ — $ — $ 2.2
Amortization of deferred financing costs and original issuance discount $ — $ — $ — $ 0.2
Sale of ICS
The sale of ICS and its subsidiary, Go2 Tel, Inc., closed on October 31, 2020. The Company recorded a $ 0.9 million gain on the sale and recognized $ 8.2 million of accumulated other comprehensive loss related to the realization of foreign currency translation of PTGi International Carrier Services Ltd., which was essentially liquidated in conjunction with the sale. The proceeds were used for general corporate purposes.
Sale of Beyond6
12
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
On December 31, 2020, the Company announced a plan to sell Beyond6 to an affiliate of Mercuria Investments US, Inc., pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among Beyond6, Greenfill, Inc., a Delaware corporation ("Parent"), Greenfill Merger Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of Parent, and an affiliate of INNOVATE as the Stockholder Representative for the Beyond6 stockholders. The sale closed on January 15, 2021. During the first quarter of 2021, the Company recognized a $ 39.2 million gain on the sale. During the third quarter of 2021, as a result of releases of related escrows and hold backs, the Company recognized an additional $ 0.5 million gain on the sale.
A portion of the proceeds from the sale of Beyond6 were used to repay $ 15.0 million of the then outstanding balance under the Revolving Credit Agreement and repay $ 27.9 million of the Company's 2021 Senior Secured Notes.
As a result of the repayment of $ 15.0 million Revolving Credit Agreement, the Company allocated the following interest and amortization of deferred financing costs and original issue discount for the three and nine months ended September 30, 2021 and 2020 associated with the principal prepayment from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Interest expense $ — $ 0.3 $ 0.1 $ 0.5
Amortization of deferred financing costs and original issuance discount $ — $ 0.1 $ — $ 0.1
As a result of the repayment of $ 27.9 million of the 2021 Senior Secured Notes, the Company allocated the following pro-rata interest and amortization of deferred financing costs and original issuance discount for the three and nine months ended September 30, 2021 and 2020, from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations:
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Interest expense $ — $ 0.8 $ 0.3 $ 2.4
Amortization of deferred financing costs and original issuance discount $ — $ 0.1 $ — $ 0.3
13
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Summarized assets and liabilities of the discontinued operations are as follows (in millions):
September 30,
2021 December 31,
2020
Assets
Current assets
Cash and cash equivalents $ — $ 195.2
Accounts receivable, net — 13.6
Other current assets 1.5 8.7
Total current assets 1.5 217.5
Investments — 4,610.2
Recoverable from reinsurers — 957.5
Deferred tax asset — 1.4
Property, plant and equipment, net — 90.5
Goodwill — 2.1
Intangibles, net — 11.7
Other assets — 51.2
Total assets held for sale $ 1.5 $ 5,942.1
Liabilities
Current liabilities
Accounts payable $ — $ 2.6
Accrued liabilities — 35.8
Current portion of debt obligations — 5.7
Other current liabilities — 7.4
Total current liabilities — 51.5
Life, accident and health reserves — 4,627.5
Annuity reserves — 228.8
Value of business acquired — 199.8
Deferred tax liability — 136.5
Debt obligations — 50.6
Other liabilities — 12.0
Total liabilities held for sale $ — $ 5,306.7
In addition, as of September 30, 2021, the Company had $ 0.7 million of assets from its Infrastructure segment classified as Assets held for sale in continuing operations.
4. Revenue
Revenue from contracts with customers consist of the following (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Revenue
Infrastructure
$ 383.0 $ 160.8 $ 776.3 $ 509.6
Spectrum 10.2 9.7 31.3 29.3
Life Sciences 1.6 — 2.8 —
Total revenue $ 394.8 $ 170.5 $ 810.4 $ 538.9
Accounts receivables, net from contracts with customers consist of the following (in millions):
September 30,
2021 December 31,
2020
Accounts receivables with customers
Infrastructure
$ 405.4 $ 168.5
Spectrum 9.0 7.3
Life Sciences 0.2 —
Total accounts receivables with customers $ 414.6 $ 175.8
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INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Infrastructure Segment
The following table disaggregates DBMG's revenue by market (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Commercial $ 207.0 $ 48.2 $ 343.3 $ 165.0
Industrial 92.9 52.2 207.9 170.6
Transportation 16.0 18.2 40.0 58.0
Government 15.9 17.5 54.6 37.2
Leisure 4.8 8.2 16.5 35.5
Healthcare 17.1 7.9 37.2 20.6
Convention 23.4 1.2 51.7 5.0
Other 5.9 7.3 25.1 17.0
Total revenue from contracts with customers 383.0 160.7 776.3 508.9
Other revenue — 0.1 — 0.7
Total Infrastructure segment revenue $ 383.0 $ 160.8 $ 776.3 $ 509.6
Contract assets and contract liabilities consisted of the following (in millions):
September 30,
2021 December 31,
2020
Contract assets $ 72.5 $ 55.6
Contract liabilities $ ( 161.4 ) $ ( 52.2 )
The change in contract assets is a result of the recording of $ 47.7 million of contract assets on uncompleted contracts driven by new commercial projects and $ 1.9 million of contract assets on uncompleted contracts for projects acquired in the Banker Steel acquisition, offset by $ 32.7 million of contract assets on uncompleted contracts transferred to receivables from contract assets recognized at the beginning of the period. The change in contract liabilities is a result of periodic contract liabilities on uncompleted contracts of $ 145.3 million driven largely by new commercial projects and $ 55.0 million of contract liabilities on uncompleted contracts for projects acquired as a result of the Banker Steel acquisition, offset by revenue recognized that was included in the contract liability balance at the beginning of the period in the amount of $ 91.1 million.
The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in millions):
Within one year Within five years Total
Commercial $ 535.9 $ 543.2 $ 1,079.1
Industrial 178.2 — 178.2
Transportation 31.3 16.1 47.4
Government 34.9 — 34.9
Leisure 16.6 2.0 18.6
Healthcare 57.3 — 57.3
Convention 119.8 50.0 169.8
Other 12.7 — 12.7
Remaining unsatisfied performance obligations $ 986.7 $ 611.3 $ 1,598.0
DBMG includes an additional $ 7.9 million in its backlog that is not included in the remaining unsatisfied performance obligations noted above. This backlog represents commitments under master service agreements that are estimated amounts of work to be performed based on customer communications, historic experience and knowledge of our customers' intentions.
15
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Life Sciences Segment
The following table disaggregates the Life Sciences segment's revenue by type (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Systems and consumables revenue $ 1.6 $ — $ 2.8 $ —
Total Life Sciences segment revenue $ 1.6 $ — $ 2.8 $ —
Spectrum Segment
The following table disaggregates the Spectrum segment's revenue by type (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Broadcast station $ 4.7 $ 4.0 $ 13.6 $ 11.3
Network advertising 4.2 4.1 13.7 13.1
Network distribution 0.8 1.0 2.5 3.0
Other 0.5 0.6 1.5 1.9
Total Spectrum segment revenue $ 10.2 $ 9.7 $ 31.3 $ 29.3
The transaction price allocated to remaining unsatisfied performance obligations consisted of $ 1.0 million, $ 5.9 million, and $ 0.1 million of network advertising, broadcasting station revenues, and other revenues, respectively, of which $ 4.6 million is expected to be recognized within one year and $ 2.4 million is expected to be recognized within five years .
5. Acquisitions, Dispositions, and Deconsolidations
Infrastructure Segment
Banker Steel Acquisition
On March 15, 2021, the Company announced that DBMG entered into an agreement to acquire 100 % of Banker Steel Holdco LLC ("Banker Steel") for $ 145.0 million, which closed on May 27, 2021. The acquisition was financed with $ 64.1 million from a partial draw on a new $ 110.0 million revolving credit facility, $ 49.6 million of sellers' notes, $ 6.3 million of assumed debt of Banker Steel, and $ 25.0 million in cash received from INNOVATE in the settlement of certain intercompany balances.
Banker Steel provides fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market. Banker Steel consists of six operating companies: Banker Steel Co., LLC; NYC Constructors, LLC; Memco LLC; Derr & Isbell Construction LLC; Innovative Detailing and Engineering Solutions; and Lynchburg Freight and Specialty LLC.
The transaction was accounted for as a business acquisition. The preliminary allocation of the fair value of consideration transferred among the identified assets acquired, liabilities assumed, intangibles and residual goodwill is summarized as follows (in millions):
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INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Purchase Consideration at Fair Value
Partial draw on new $ 110.0 million revolving credit facility
$ 64.1
Sellers' notes 49.6
Bankers Steel debt - assumed 6.3
Cash 25.0
Gross consideration 145.0
Less: Seller transaction costs - assumed 0.4
Less: Bankers debt - assumed 6.3
Less: R&W premium paid by seller 0.5
Net consideration $ 137.8
Cash and cash equivalents $ 9.3
Accounts receivable, net 111.3
Contract assets 1.9
Assets held for sale 0.7
Inventory 5.7
Other current assets 1.6
Property, plant, and equipment, net 58.6
Other assets 40.2
Intangibles, net 61.4
Goodwill 12.1
Total assets to be acquired 302.8
Accounts Payable 39.1
Contract liabilities 55.0
Other current liabilities 30.3
Other liabilities 34.2
Long-term debt, less current portion 6.4
Total liabilities to be assumed 165.0
Total net assets acquired $ 137.8
The size and breadth of the Banker Steel acquisition necessitates use of the allowable measurement period to adequately analyze all the factors used in establishing the asset and liability fair values as of the acquisition date. The preliminary acquisition accounting is based upon the Company’s estimates of fair value. The primary areas of the preliminary acquisition accounting that are not yet finalized include the following: (i) finalizing the review and valuation of property and equipment (including the models, key assumptions, estimates and inputs used), (ii) finalizing the review and valuation of related intangible assets (including key assumptions, inputs and estimates), (iii) finalizing the valuation of certain in-place contracts or contractual relationships (including but not limited to leases), (iv) finalizing our review of certain assets acquired and liabilities assumed, (v) finalizing our estimate of the impact of acquisition accounting on deferred income taxes or liabilities. As the initial acquisition accounting is based on our preliminary assessments, actual values may differ (possibly materially) when final information becomes available that differs from our current estimates. We will continue to evaluate these items, until they are satisfactorily resolved and adjust our acquisition accounting accordingly, within the allowable measurement period (not to exceed one year from the date of acquisition), as defined by ASC 805.
Goodwill was determined based on the residual differences between fair value of consideration transferred and the value assigned to acquired assets and liabilities. Among the factors that contributed to goodwill was approximately $ 61.4 million assigned to intangibles, including customer relationships of $ 34.1 million with a useful life of 18 years, trade names of $ 7.4 million with a useful life of 15 years, existing customer contracts of $ 17.9 million with a useful life of 2 years and leasehold interests of $ 2.0 million with varying useful life. Goodwill is not amortized and is no t deductible for tax purposes.
Acquisition costs incurred by DBMG in connection with the acquisition of Banker Steel were approximately $ 2.2 million, which were included in selling, general and administrative expenses. The acquisition costs were primarily related to legal, accounting and valuation services.
The following schedule presents the unaudited results of operations data for the three and nine months ended September 30, 2021 for Banker Steel since the date of acquisition (in millions):
17
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021
Revenue $ 114.3 $ 153.8
Net income from operations $ 6.0 $ 7.3
Net income attributable to INNOVATE $ 3.9 $ 4.5
Pro Forma Adjusted Summary
The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisition of Banker Steel had occurred on January 1, 2020. This information does not purport to be indicative of the actual results that would have occurred if the acquisitions had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in millions):
Three Months Ended September 30, 2020 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020
Revenue $ 271.3 $ 1,007.9 $ 788.3
Income (loss) from operations $ ( 5.8 ) $ ( 6.0 ) $ ( 22.5 )
Net loss attributable to INNOVATE $ ( 9.0 ) $ ( 214.5 ) $ ( 79.3 )
Spectrum Segment
During the nine months ended September 30, 2021, the Company increased its controlling interest in DTV from approximately 60 %, inclusive of approximately 10 % proxy and voting rights from minority holders, to approximately 76 %, inclusive of approximately 10 % proxy and voting rights from minority holders, from private purchases and proxy voting rights.
Other Segment
Sale of GMSL
On January 30, 2020, the Company announced that, through its indirect subsidiary GMH in which the Company holds an approximately 73 % controlling interest, the Company entered into a definitive agreement to sell 100 % of the shares of GMSL to Trafalgar AcquisitionCo, Ltd. and an affiliate of J.F. Lehman & Company, LLC. The total base consideration was $ 250.0 million, subject to customary purchase price adjustments, working capital adjustments, and a potential earn-out of up to $ 12.5 million at such time, if any, if J.F. Lehman & Company, LLC and its investment affiliates achieve a specified multiple of their invested capital.
The purchase price is subject to customary potential downward or upward post-closing adjustments based on net working capital, cash, unpaid transaction expenses, indebtedness and certain of the Company’s pre-closing paid capital expenditures. The Share Purchase Agreement contained customary representations, warranties and covenants for a transaction of this nature.
The transaction closed on February 28, 2020. GMH received approximately $ 144.0 million of net proceeds from the sale, of which $ 36.8 million and $ 5.5 million were paid to noncontrolling interest holders and redeemable noncontrolling interest holders, respectively. INNOVATE received net proceeds of approximately $ 100.8 million. In connection with the closing of the transaction, the purchaser deposited (i) $ 1.25 million of the base price into an escrow fund for the purpose of securing certain indemnification obligations for losses payable in the first twelve months after closing and (ii) $ 1.91 million of the base price into an escrow fund for the purpose of securing a purchase price adjustment, if any, in favor of purchaser. Following the closing, the purchaser paid an amount equal to $ 2.4 million on the earlier of December 31, 2020 and the date on which a cash collateralized bonding facility was released.
In the first quarter of 2020, the Company recorded a $ 39.3 million loss on the sale and recognized a $ 31.3 million of Accumulated other comprehensive loss. During the fourth quarter of 2020, the Company recognized a gain on sale of $ 2.4 million as a result of the cash collateralized bonding facility release. During the first quarter of 2021, the Company recognized a gain of $ 1.2 million as a result of indemnity release.
Sale of HMN
On October 30, 2019, the Company announced the sale of its stake in HMN, its 49 % joint venture with Huawei Technologies Co., Ltd., to Hengtong Optic-Electric Co Ltd. The sale valued HMN at $ 285 million, and GMH's 49 % stake, through New Saxon, at approximately $ 140 million.
18
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Under the terms of the Sale and Purchase Agreement, the sale of New Saxon’s 49 % interest in HMN will be affected in two tranches. The sale of the portion of New Saxon’s 30 % interest of HMN, closed on May 12, 2020 (the "First HMN Close"). The remaining 19 % interest of HMN is retained by New Saxon and subject to a put option agreement by New Saxon, exercisable starting on the second year anniversary of the closing date of the First HMN Close at a price equal to the greater of the share price paid for the 30 % interest or fair market value as of the exercisable date.
In the second quarter of 2020, in conjunction with the first tranche of the sale, the Company received $ 85.5 million in cash, of which $ 17.5 million and $ 2.1 million were paid to noncontrolling interest holders and redeemable noncontrolling interest holders, respectively. On the close date, New Saxon recorded a $ 71.1 million gain, included in Other income (loss) in the Condensed Consolidated Statements of Operations. The gain recognized includes $ 11.3 million related to the fair value of the put option. In addition, on the close date, the Company recorded a $ 7.2 million tax expense related to a foreign tax payment when the first tranche closed.
Sale of ICS
The sale of ICS and its subsidiary, Go2 Tel, Inc., closed on October 31, 2020. The Company recorded a $ 0.9 million gain on the sale and recognized $ 8.2 million of Accumulated other comprehensive loss related to the realization of foreign currency translation of PTGi International Carrier Services Ltd., which was essentially liquidated in conjunction with the sale. The proceeds were used for general corporate purposes.
Sale of Beyond6
On December 31, 2020, the Company announced a plan to sell Beyond6 to an affiliate of Mercuria Investments US, Inc., pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among Beyond6, Greenfill, Inc., a Delaware Corporation ("Parent"), Greenfill Merger Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of the Parent, and an affiliate of INNOVATE as the Stockholder Representative for the Beyond6 stockholders, for a total purchase price, net of Beyond6's debt and transaction expenses, customary purchase price adjustments and escrow arrangements, of approximately $ 106.5 million. Net proceeds received by INNOVATE at closing was cash consideration of approximately $ 70.0 million. The sale closed on January 15, 2021. During the first quarter of 2021, the Company recognized a $ 39.2 million gain on the sale. During the third quarter of 2021, as a result of releases of related escrows and hold backs, the Company recognized an additional $ 0.5 million gain on the sale.
Sale of CIG
The sale of CIG closed on July 1, 2021 to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a director of the Company and, as of September 30, 2021, a beneficial owner of approximately 6.6 % of the Company's outstanding common stock who has also served as executive chairman of Continental since October 2020. The Insurance segment, which primarily consisted of a closed block of long-term care insurance, had a book value, inclusive of intercompany eliminations, at the time of the sale of $ 544.0 million, inclusive of $ 344.0 million of Accumulated other comprehensive income ("AOCI"). The carrying value of the Insurance segment at the time of sale excluded cash of $ 62.5 million and investments of $ 26.7 million which were distributed to the Company through an extraordinary dividend immediately prior to the sale. The extraordinary dividend was approved by our domestic regulator in connection with the approval of the sale. The amount included in AOCI was reversed from equity at the time of the sale and offset the loss recognized.
While several factors impacted the fair value of the Insurance segment at the end of 2019, following discussions with our domestic regulator, changes in the asset management fee arrangement and expectations of future dividends primarily and ultimately resulted in the full impairment of the goodwill associated with the Insurance segment during the year ended December 31, 2019. While these factors did not have a major impact on the operations of the stand-alone business, they did have a significant impact on the economic benefit that could be realized by the Company.
As a result of the factors described above, combined with the risks associated with the long-term care insurance industry, the Company exited the segment and sold the business resulting in a $ 200.8 million loss on the sale of CIG.
See Note 3. Discontinued Operations for further details.
19
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
6. Accounts Receivable, net
Accounts receivable, net consist of the following (in millions):
September 30,
2021 December 31,
2020
Contracts in progress $ 306.0 $ 118.6
Unbilled retentions 99.8 50.3
Trade receivables 9.3 7.5
Other receivables 10.5 8.9
Allowance for doubtful accounts ( 0.6 ) ( 0.6 )
Total $ 425.0 $ 184.7
7. Property, Plant and Equipment, net
Property, plant and equipment, net consists of the following (in millions):
September 30,
2021 December 31,
2020
Equipment, furniture and fixtures, and software $ 169.2 $ 113.7
Building and leasehold improvements 43.3 41.0
Land 24.1 24.1
Construction in progress 13.4 3.1
Plant and transportation equipment 8.3 4.4
258.3 186.3
Less: Accumulated depreciation 90.1 73.5
Total $ 168.2 $ 112.8
Depreciation expense was $ 7.8 million and $ 5.3 million for the three months ended September 30, 2021 and 2020, respectively. These amounts included $ 3.4 million and $ 2.3 million of depreciation expense recognized within cost of revenue for each of the three months ended September 30, 2021 and 2020.
Depreciation expense was $ 17.7 million and $ 15.6 million for the nine months ended September 30, 2021 and 2020, respectively. These amounts included $ 8.4 million and $ 6.9 million of depreciation expense recognized within cost of revenue for each of the nine months ended September 30, 2021 and 2020.
8. Goodwill and Intangibles, net
Goodwill
The carrying amount of goodwill by segment was as follows (in millions):
Infrastructure
Spectrum Total
Balance at December 31, 2020 $ 89.6 $ 21.4 $ 111.0
Acquisitions 12.1 — 12.1
Translation ( 0.3 ) — ( 0.3 )
Balance at September 30, 2021 $ 101.4 $ 21.4 $ 122.8
Indefinite-lived Intangible Assets
The carrying amount of indefinite-lived intangible assets was as follows (in millions):
September 30, 2021 December 31, 2020
FCC licenses $ 106.5 $ 113.0
Other — —
Total $ 106.5 $ 113.0
For the nine months ended September 30, 2021, FCC licenses decreased $ 6.5 million predominantly as a result of our Spectrum segment selling non-core FCC licenses.
20
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Definite Lived Intangible Assets
The gross carrying amount and accumulated amortization of amortizable intangible assets by major intangible asset class were as follows (in millions):
Weighted-Average Original Useful Life September 30, 2021 December 31, 2020
Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net
Trade names 14 years $ 25.4 $ ( 5.8 ) $ 19.6 $ 18.0 $ ( 4.6 ) $ 13.4
Customer relationships and contracts 11 years 88.3 ( 18.1 ) 70.2 36.4 ( 12.1 ) 24.3
Channel sharing arrangements 35 years 12.6 ( 1.0 ) 11.6 20.2 ( 1.6 ) 18.6
Other 8 years 8.3 ( 3.1 ) 5.2 5.5 ( 2.7 ) 2.8
Total $ 134.6 $ ( 28.0 ) $ 106.6 $ 80.1 $ ( 21.0 ) $ 59.1
Amortization expense for definite lived intangible assets was $ 4.5 million and $ 1.5 million for the three months ended September 30, 2021 and 2020, respectively, and was included in Depreciation and amortization in our Condensed Consolidated Statements of Operations.
Amortization expense for definite lived intangible assets was $ 8.3 million and $ 4.6 million for the nine months ended September 30, 2021 and 2020, respectively, and was included in Depreciation and amortization in our Condensed Consolidated Statements of Operations.
For the nine months ended September 30, 2021, FCC licenses decreased $ 7.6 million predominantly as a result of our Spectrum segment selling a non-core channel sharing arrangement.
Amortization
Excluding the impact of any future acquisitions, dispositions or change in foreign currency, the Company estimates the annual amortization expense of amortizable intangible assets for the next five fiscal years will be as follows (in millions):
Estimated Amortization
2021 $ 4.3
2022 17.1
2023 11.7
2024 7.9
2025 7.2
Thereafter 58.4
Total $ 106.6
21
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
9. Debt Obligations
Debt obligations consist of the following (in millions):
September 30,
2021 December 31,
2020
Infrastructure
LIBOR plus 5.85 % Note, due 2023
$ — $ 71.6
LIBOR plus 1.50 % Line of Credit
— 38.7
3.25 % Note due 2026
108.1 —
PRIME minus 1.10 % Line of Credit
72.5 —
4.00 % Note due 2024
25.0 —
8.00 % Note due 2024
19.6 —
Other, various maturity dates 6.3 —
Obligations under finance leases 0.1 0.2
Spectrum
8.50 % Note due 2021
19.3 19.3
10.50 % Note due 2021
32.9 32.9
Other, various maturity dates 2.2 2.9
Obligations under finance leases — 0.6
Non-Operating Corporate
11.50 % Senior Secured Notes, due 2021
— 340.4
8.50 % Senior Secured Notes, due 2026
330.0 —
7.50 % Convertible Senior Notes, due 2022
3.2 55.0
7.50 % Convertible Senior Notes, due 2026
51.8 —
LIBOR plus 5.75 % Line of Credit
5.0 15.0
676.0 576.6
Unamortized issuance discount, issuance premium, and deferred financing costs ( 2.1 ) ( 15.1 )
Less: current portion of debt obligations ( 71.1 ) ( 433.6 )
Debt obligations $ 602.8 $ 127.9
approximately
Aggregate finance lease and debt payments, including interest are as follows (in millions):
Finance Leases Debt Total
2021 $ 0.1 $ 64.6 $ 64.7
2022 — 56.2 56.2
2023 — 56.4 56.4
2024 — 144.0 144.0
2025 — 41.3 41.3
Thereafter — 503.9 503.9
Total minimum principal and interest payments 0.1 866.4 866.5
Less: Amount representing interest — ( 190.5 ) ( 190.5 )
Total aggregate finance lease and debt payments $ 0.1 $ 675.9 $ 676.0
The interest rates on the finance leases range from approximately 2.0 % to 10.0 %.
Infrastructure
In May 2021, DBMG repaid its revolving line of credit under the Credit and Security Agreement with Wells Fargo Bank ("Revolving Line") and its term loan under a financing agreement with TWC Asset Management Company LLC ("TWC Loan"). In addition, DBMG entered into a new credit facility with UMB Bank ("UMB"). Under the terms of the agreement, UMB agreed to a $ 110.0 million term loan ("UMB Term Loan") and $ 110.0 million revolving credit agreement ("UMB Revolving Line"). The UMB Term loan expires in 2026 and will bear interest at a rate of 3.25 %. The UMB Revolving Line expires in 2024 and will bear interest at a rate of Prime Rate minus 1.10 %. The proceeds were used to fully repay DBMG's existing debt obligations, fund a portion of the Banker Steel acquisition, and provide additional working capital capacity to DBMG.
The extinguishment of the Revolving Line and the TWC Loan yielded a loss on extinguishment of $ 1.5 million included in Loss on early extinguishment or restructuring of debt in the Condensed Consolidated Statement of Operations.
22
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Spectrum
On August 30, 2021, HC2 Broadcasting repurchased $ 1.0 million of DTV's outstanding notes payable, inclusive of accrued interest, to certain institutional investors. Also on August 30, 2021, DTV extended its remaining outstanding notes by 60 days, and subsequent to quarter end, HC2 Broadcasting repurchased the remaining DTV outstanding Secured Notes. See Note 19. Subsequent Events for further information.
Non-Operating Corporate
On February 1, 2021, INNOVATE repaid its 2021 Senior Secured Notes and issued $ 330.0 million aggregate principal amount of 8.5 % senior secured notes due 2026 (the "2026 Senior Secured Notes"). In addition, the Company entered into exchange agreements with certain holders of approximately $ 51.8 million aggregate principal amount of its existing $ 55.0 million 7.5 % convertible senior notes due 2022 (the "2022 Convertible Notes"), pursuant to which the Company exchanged such holders' 2022 Convertible Notes for newly issued 7.5 % convertible notes due 2026 (the "2026 Convertible Notes"). The 2026 Senior Secured Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The Company accounted for the transactions under the debt extinguishment model as the present value of cash flows under the terms of the 2026 Senior Secured Notes and 2026 Convertible Notes was at least 10% different from the present value of the remaining cash flows under the 2021 Senior Secured Notes and the 2022 Convertible Notes.
The extinguishment of the 2021 Senior Secured Notes yielded a loss on extinguishment of $ 4.5 million. The extinguishment of the $ 51.8 million of 2022 Convertible Notes yielded a loss on extinguishment of $ 5.4 million, an acceleration of the amortization of discount of $ 5.3 million, and extinguishment of the bifurcated conversion option classified as equity of $ 7.7 million.
Senior Secured Notes
The 2026 Senior Secured Notes were issued under an indenture dated February 1, 2021, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trustee (the "Secured Indenture"). The 2026 Senior Secured Notes were issued at 100 % of par.
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"). The 2026 Convertible Notes were issued at 100 % of par.
Each $1,000 of principal of the 2026 Convertible Notes will initially be convertible into 234.2971 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 4.27 per share, subject to adjustment upon the occurrence of specified events.
The fair value of the embedded conversion feature contained in the 2026 Convertible Notes had a fair value of $ 12.3 million, which was recorded as a premium on the 2026 Convertible Notes. The 2026 Convertible Notes have an effective interest rate of 3.21 %, which reflects the $ 12.3 million premium and $ 1.1 million of deferred financing fees.
At September 30, 2021, the 2026 Convertible Notes had a carrying value of $ 61.7 million and an unamortized premium of $ 10.9 million. Based on the closing price of our common stock of $ 4.10 on September 30, 2021, the if-converted value of the 2026 Convertible Notes did not exceed its principal value.
For the nine months ended September 30, 2021, interest cost recognized for the period relating to both the contractual interest coupon and amortization of discount net of premium was $ 2.6 million and $ 1.3 million, respectively.
Line of Credit
On February 23, 2021, the Company entered into a third amendment (the "Amendment") of the 6.75 % line of credit with MSD PCOF Partners IX, LLC ("Revolving Credit Agreement"). Among other things, the Amendment (i) increases the aggregate principal amount of the Revolving Credit Agreement to $ 20.0 million, (ii) extends the maturity date of the Revolving Credit Amendment to February 23, 2024, (iii) updates the affirmative and negative covenants contained in the Amended Credit Agreement so that they are substantially consistent with the affirmative and negative covenants contained in the indenture that governs the 2026 Senior Secured Notes and (iv) reduces the interest rate margin applicable to loans borrowed under the Amended Credit Agreement to 5.75 % from the 6.75 % described above. Except as modified by the Amendment, the terms of the Revolving Credit Agreement remain in effect.
In May 2021, INNOVATE drew $ 5.0 million under the Revolving Credit Agreement. The Company used the proceeds to fund a portion of the redemption of the Company's Series A and A-2 Preferred Stock.
INNOVATE is in compliance with its debt covenants as of September 30, 2021.
23
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
10. Supplementary Financial Information
Contracts in Progress
Contract assets on uncompleted contracts and contract liabilities and recognized earnings on uncompleted contracts consist of the following:
September 30,
2021 December 31,
2020
Costs incurred on contracts in progress $ 1,830.8 $ 752.9
Estimated earnings 287.8 139.0
2,118.6 891.9
Less: progress billings 2,207.5 888.5
$ ( 88.9 ) $ 3.4
The above is included in the accompanying condensed consolidated balance sheet under the following line items:
Contract assets on uncompleted contracts $ 72.5 $ 55.6
Contract liabilities on uncompleted contracts ( 161.4 ) ( 52.2 )
$ ( 88.9 ) $ 3.4
Investments
Carrying values of other invested assets were as follows (in millions):
September 30, 2021 December 31, 2020
Measurement
Alternative (1)
Equity
Method Total Measurement
Alternative (1)
Equity
Method Total
Common stock $ — $ 2.4 $ 2.4 $ — $ 2.5 $ 2.5
Preferred stock — 10.0 10.0 — 15.4 15.4
Fixed maturities 0.5 — 0.5 0.5 — 0.5
Put option 11.3 — 11.3 11.3 — 11.3
Equity method securities — 25.7 25.7 — 25.7 25.7
Total $ 11.8 $ 38.1 $ 49.9 $ 11.8 $ 43.6 $ 55.4
(1) The Company accounts for its equity securities without readily determinable fair values under the measurement alternative election of ASC 321, whereby the Company can elect to measure an equity security without a readily determinable fair value, that does not qualify for the practical expedient to estimate fair value (net asset value), at its cost minus impairment, if any .
Fair Value of Financial Instruments Not Measured at Fair Value
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis. The table excludes carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, and other assets and liabilities that approximate fair value due to relatively short periods to maturity (in millions):
September 30, 2021 Fair Value Measurement Using:
Carrying Value Estimated Fair Value Level 1 Level 2 Level 3
Assets
Other invested assets $ 11.3 $ 11.3 $ — $ — $ 11.3
Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3
Liabilities
Debt obligations (1)
$ 673.9 $ 689.4 $ — $ 689.4 $ —
Total liabilities not accounted for at fair value $ 673.9 $ 689.4 $ — $ 689.4 $ —
24
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
December 31, 2020 Fair Value Measurement Using:
Carrying Value Estimated Fair Value Level 1 Level 2 Level 3
Assets
Other invested assets $ 11.3 $ 11.3 $ — $ — $ 11.3
Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3
Liabilities
Debt obligations (1)
$ 560.7 $ 579.2 $ — $ 579.2 $ —
Total liabilities not accounted for at fair value $ 560.7 $ 579.2 $ — $ 579.2 $ —
(1) Excludes certain lease obligations accounted for under ASC 842, Leases .
Debt Obligations. The fair value of the Company’s long-term obligations was determined using Bloomberg Valuation Service BVAL. The methodology combines direct market observations from contributed sources with quantitative pricing models to generate evaluated prices and classified as Level 2.
Other Non-Current Assets
The following tables provide information relating to Other non-current assets (in millions):
September 30,
2021 December 31,
2020
Right of use asset $ 68.1 $ 39.8
Other 4.4 2.4
Total other non-current assets $ 72.5 $ 42.2
Accrued Liabilities
Accrued liabilities consist of the following (in millions):
September 30,
2021 December 31,
2020
Accrued expenses and other current liabilities $ 38.9 $ 27.9
Accrued payroll and employee benefits 41.3 34.7
Accrued interest 19.5 13.9
Accrued income taxes — 0.6
Total accrued liabilities $ 99.7 $ 77.1
Other Non-Current Liabilities
The following tables provide information relating to Other non-current liabilities (in millions):
September 30,
2021 December 31,
2020
Lease liability, net of current portion $ 56.7 $ 31.6
Other 5.0 8.2
Total other non-current liabilities $ 61.7 $ 39.8
25
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
11. Leases
Operating lease right-of-use-assets and finance leases are recognized in the Condensed Consolidated Balance Sheets within Other assets and Property, plant and equipment, net, respectively. Operating lease liability and finance lease liability are recognized in the Condensed Consolidated Balance Sheets within Other liabilities and Debt obligations, respectively. As of September 30, 2021 and December 31, 2020, lease right-of-use assets and lease liabilities consist of the following (in millions):
September 30,
2021 December 31,
2020
Right-of-use assets:
Operating lease (Other non-current assets) $ 68.1 $ 39.8
Finance lease (Property, plant and equipment, net) 0.1 0.9
Total right-of-use assets $ 68.2 $ 40.7
Lease liabilities:
Current portion of operating lease (Other current liabilities) $ 15.6 $ 11.2
Non-current portion of operating lease (Other non-current liabilities) 56.7 31.6
Finance lease (Debt obligations) 0.1 0.8
Total lease liabilities $ 72.4 $ 43.6
The tables below present financial information associated with the Company's leases. This information is presented as of, and for the three and nine months ended September 30, 2021 and 2020. The Company has entered into operating and finance lease agreements primarily for land, office space, equipment and vehicles, expiring between 2021 and 2045.
The following table summarizes the components of lease expense for the three and nine months ended September 30, 2021 and 2020 (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Finance lease cost:
Amortization of right-of-use assets $ 0.2 $ 0.3 $ 0.8 $ 0.9
Interest on lease liabilities — — — 0.1
Net finance lease cost 0.2 0.3 0.8 1.0
Operating lease cost 7.9 6.8 15.7 14.0
Variable lease cost 0.1 — 0.3 0.2
Total lease cost $ 8.2 $ 7.1 $ 16.8 $ 15.2
Cash flow information related to leases for the three and nine months ended September 30, 2021and 2020 is as follows (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases $ — $ — $ — $ 0.1
Financing cash flows from finance leases $ 0.1 $ 0.2 $ 0.6 $ 0.7
Operating cash flows from operating leases $ 8.1 $ 6.8 $ 16.0 $ 13.9
Right-of-use assets obtained in exchange for new lease liabilities
Finance leases $ — $ — $ — $ 0.1
Operating leases $ 1.7 $ 3.5 $ 42.9 $ 15.6
26
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
As of September 30, 2021 and December 31, 2020, the weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases are as follows:
September 30,
2021 December 31,
2020
Weighted-average remaining lease term (years) - operating lease 7.5 4.0
Weighted-average remaining lease term (years) - finance lease 1.3 1.1
Weighted-average discount rate - operating lease 5.3 % 6.3 %
Weighted-average discount rate - finance lease 5.2 % 9.0 %
As of September 30, 2021, undiscounted cash flows for finance and operating leases are as follows (in millions):
Operating
Leases Finance
Leases
2021 $ 4.8 $ 0.1
2022 18.0 —
2023 15.1 —
2024 10.3 —
2025 7.2 —
Thereafter 33.1 —
Total future lease payments 88.5 0.1
Less: Present values ( 16.2 ) —
Total lease liability balance $ 72.3 $ 0.1
12. Income Taxes
The Company used the Annual Effective Tax Rate ("ETR") approach of ASC 740-270, Interim Reporting, to calculate its 2021 interim tax provision.
Income tax was an expense of $ 0.1 million and $ 1.4 million for the three months ended September 30, 2021 and 2020, respectively. The income tax expense recorded for the three months ended September 30, 2021 primarily relates to the projected expense as calculated under ASC 740 for tax paying entities. Additionally, the tax benefits associated with losses generated by INNOVATE Corp.'s U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. The income tax expense recorded for the three months ended September 30, 2020 primarily relates to the projected expense as calculated under ASC 740 for tax paying entities. Additionally, the tax benefits associated with losses generated by INNOVATE Corp.'s U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration.
Income tax was an expense of $ 3.8 million and $ 3.7 million for the nine months ended September 30, 2021 and 2020, respectively. The income tax expense recorded for the nine months ended September 30, 2021 primarily relates to the projected expense as calculated under ASC 740 for tax paying entities. Additionally, the tax benefits associated with losses generated by INNOVATE Corp.'s U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. The income tax expense recorded for the nine months ended September 30, 2020 primarily relates to tax expense incurred in China from the partial sale of HMN and projected expense as calculated under ASC 740 for tax paying entities which was mostly offset by a tax benefit from the carryback of net operating losses at the Insurance segment as a result of the enactment of the CARES Act.
Net Operating Losses
At December 31, 2020, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income in the amount of $ 170.3 million, of which a portion is subject to annual limitation under IRC Sec. 382. Based on estimates as of September 30, 2021, the Company expects that approximately $ 101.5 million of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2021. This estimate may change based on changes to the quarterly forecasts and actual results reported on the 2020 U.S. tax return.
Additionally, at December 31, 2020, the Company had $ 112.6 million of gross U.S. net operating loss carryforwards from its subsidiaries that do not qualify to be included in INNOVATE Corp.'s U.S. consolidated income tax return. This balance includes $ 29.3 million from ANG which was sold during the first quarter of 2021.
Unrecognized Tax Benefits
The Company follows the provision of ASC 740-10, Income Taxes, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company is subject to challenge from various taxing authorities relative to certain tax planning strategies, including certain intercompany transactions as well as regulatory taxes.
27
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
The Company did not have any unrecognized tax benefits as of December 31, 2020 related to uncertain tax positions that would impact the effective income tax rate if recognized. The Company has reduced the net operating loss carryforward by $ 69.6 million for uncertain tax positions based on our interpretation of tax laws and regulations that are subject to varied interpretation by the IRS.
Examinations
The Company conducts business globally, and as a result, the Company or one or more of its subsidiaries files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world. The open tax years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the applicability of income tax credits for the relevant tax period. Given the nature of tax audits there is a risk that disputes may arise. Tax years 2002 - 2020 remain open for examination.
CARES Act Payroll Tax Deferral
Tax payment deferrals provided for under the CARES Act resulted in liabilities for deferred payroll tax payments. The Company elected to defer approximately $ 11.0 million of its employer payroll tax obligation as of September 30, 2021. The Company is required to remit 50 percent of the deferred tax balance on or before December 31, 2021 and the remaining 50 percent on or before December 31, 2022, resulting in $ 5.5 million included in Accrued liabilities and $ 5.5 million included in Other liabilities. We continue to monitor any effects that may result from the CARES Act.
13. Commitments and Contingencies
Litigation
The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s Condensed Consolidated Financial Statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its Condensed Consolidated Financial Statements. The Company records a liability in its Condensed Consolidated Financial Statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amount of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary for its Condensed Consolidated Financial Statements not to be misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the Company's Condensed Consolidated Financial Statements.
Based on a review of the current facts and circumstances with counsel in each of the matters disclosed, management has provided for what is believed to be a reasonable estimate of loss exposure. While acknowledging the uncertainties of litigation, management believes that the ultimate outcome of litigation will not have a material effect on its financial position and will defend itself vigorously.
VAT assessment
On February 20, 2017, and on August 15, 2017, the Company's subsidiary, PTGi International Carrier Services Ltd., received notices from Her Majesty’s Revenue and Customs office in the U.K. (the "HMRC") indicating that it was required to pay certain Value-Added Taxes ("VAT") for the 2015 and 2016 tax years. The Company disagrees with HMRC’s assessments on technical and factual grounds and intends to dispute the assessed liabilities and vigorously defend its interests. We do not believe the assessment to be probable and expect to prevail based on the facts and merits of our existing VAT position.
28
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Fair Value Investments Litigation
On October 1, 2020, Fair Value Investments Incorporated (“FVI”) filed a putative stockholder class action and derivative complaint in the Delaware Court of Chancery against INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) and certain of DBMG’s current and former officers and directors, including current and former INNOVATE officers and directors AJ Stahl, Kenneth S. Courtis, Robert V. Leffler, Jr., Philip A. Falcone, Michael J. Sena, and Paul Voigt (together with INNOVATE, the “INNOVATE Defendants”) styled Fair Value Investments Incorporated v. Roach, et al., C.A. No. 2020-0847-JTL (Del. Ch.) (the “FVI Action”). In the FVI Action, FVI alleges that the Company, in its capacity as DBMG’s controlling stockholder, and DBMG’s current and former officers and directors breached their fiduciary duties to DBMG and DBMG’s minority stockholders by approving certain transactions that allegedly provide disproportionate benefits to the Company. FVI challenges the following transactions: (i) DBMG’s payments to the Company from 2016–present pursuant to a Tax Sharing Agreement between DBMG and the Company; (ii) DBMG acting as a guarantor or providing collateral for loans taken on by the Company; (iii) DBMG’s issuance of dividends to its common and preferred stockholders in 2017–2020; (iv) DBMG’s issuance of preferred stock to the Company to finance DBMG’s 2018 acquisition of GrayWolf Industrial; and (v) the Company’s appointment of directors to DBMG’s board of directors by written consent in lieu of holding an annual stockholder meeting. On February 23, 2021, FVI filed an Amended Verified Stockholder Class Action Complaint (the "Amended Complaint"). In the Amended Complaint, FVI named two additional defendants: the Company’s Chief Executive Officer, Wayne Barr, and DBMG’s General Counsel, Scott D. Sherman. The Amended Complaint includes additional fact allegations in support of the largely similar claims raised in the original complaint. Defendants moved to dismiss the Amended Complaint on April 23, 2021. The Company believes the allegations in the FVI Amended Complaint are without merit and the Company-related defendants have filed a motion to dismiss the complaint, which continues to be pending. The Company intends to vigorously defend this litigation.
DTV Derivative Litigation
On March 15, 2021, twenty-two DTV stockholders and eight holders of DTV stock options filed a stockholder class action and derivative complaint in the Delaware Court of Chancery in an action styled Bocock, et al., v. HC2 Holdings, Inc. et al., C.A. No. 2021-0224 (Del. Ch.). Plaintiffs named as defendants INNOVATE Corp. (f/k/a HC2 Holdings, Inc.), HC2 Broadcasting Holdings, Inc., HC2 Broadcasting Inc., and Continental General Insurance Corporation (the “INNOVATE Entities”) and certain current and former officers and directors of the INNOVATE Entities and DTV, including Phillip Falcone, Michael Sena, Wayne Barr, Jr., Les Levi, Paul Voigt, Ivan Minkov, and Paul Robinson (the “Individual Defendants”). Plaintiffs principally allege that the defendants breached their fiduciary duties and/or aided and abetted breaches of fiduciary duty by participating in a “scheme” in which the INNOVATE Entities (i) acquired majority voting and operating control over DTV; (ii) exploited that control to misappropriate DTV’s assets and business opportunities for the benefit of the INNOVATE Entities; and (iii) purchased DTV stock at a discount to fair value and diminished the value of DTV stock options. Plaintiffs allege that the Individual Defendants (i) “prompted” the INNOVATE Entities to purchase more than 100 low-power television (“LPTV”) broadcast stations originally identified for potential acquisition by DTV, (ii) allowed the INNOVATE Entities to misappropriate DTV technology, known as “DTV Cast,” (iii) caused DTV to transfer unspecified LPTV broadcasting station licenses to INNOVATE affiliates “without paying any value,” and (iv) transferred to the INNOVATE Entities unspecified DTV broadcasting stations that had been “repacked” by the FCC. Defendants moved to dismiss the Complaint on May 19, 2021. On June 23, 2021, plaintiffs amended their complaint. In the amended complaint, plaintiffs assert the same claims they asserted in their initial complaint, added a claim for waste associated with DTV’s purported transfer of licenses and construction permits for less than fair value, and dropped Paul Robinson as a defendant. The Company believes the allegations in the amended complaint are without merit and the INNOVATE-related defendants intend to move to dismiss the amended complaint. The Company intends to vigorously defend this litigation.
Separation from Philip A. Falcone
The Company has engaged in ongoing negotiations with Philip A. Falcone, the former Chairman, President and Chief Executive Officer of the Company, regarding his separation. On December 18, 2020, Mr. Falcone filed a demand for arbitration against the Company with the American Arbitration Association. The Company filed its Answering Statement and Counterclaims with the AAA on March 5, 2021. The Company contends that the claims in Mr. Falcone’s demand are without merit and that the Company has both factual and legal defenses. Mr. Falcone filed his Answer to the Company’s Counterclaims on March 19, 2021. The Company and Mr. Falcone mediated on July 14, 2021, and on July 19, 2021, both the Company and Mr. Falcone accepted the mediator’s proposal, and the Company has reserved for an amount consistent with the mediator’s proposal.
Books and Records Demand
On July 28, 2021, the Company received a demand from a company stockholder pursuant to 8 Del. C. § 220 to inspect books and records of the Company relating to, among other things, the Company's sale of its Insurance segment. The Company has responded to the demand and cannot determine at this time if the books and records demand will lead to litigation.
Tax Matters
Currently, the Canada Revenue Agency ("CRA") is auditing a subsidiary previously held by the Company. The Company intends to cooperate in audit matters. To date, CRA has not proposed any specific adjustments and the audit is ongoing.
29
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
14. Share-based Compensation
Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $ 1.7 million and $ 2.5 million for the nine months ended September 30, 2021 and 2020, respectively.
All grants are time based and vest either immediately or over a period established at grant. The Company recognizes compensation expense for equity awards, reduced by actual forfeitures, using the straight-line basis.
Restricted Stock
A summary of INNOVATE’s restricted stock activity is as follows:
Shares Weighted Average Grant Date Fair Value
Unvested - December 31, 2019 2,213,775 $ 5.12
Granted 1,152,202 $ 2.74
Vested ( 2,258,905 ) $ 4.08
Forfeited ( 478,639 ) $ 5.87
Unvested - December 31, 2020 628,433 $ 3.93
Granted 593,458 $ 3.81
Vested ( 445,911 ) $ 3.70
Forfeited ( 151,469 ) $ 4.13
Unvested - September 30, 2021 624,511 $ 3.94
At September 30, 2021, the total unrecognized stock-based compensation expense related to unvested restricted stock was $ 1.5 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 2.0 years.
Stock Options
A summary of INNOVATE’s stock option activity is as follows:
Shares Weighted Average Exercise Price
Outstanding - December 31, 2019 7,067,592 $ 6.52
Granted 143,096 $ 2.62
Exercised — $ —
Forfeited ( 142,503 ) $ 5.45
Expired ( 2,328,327 ) $ 9.18
Outstanding - December 31, 2020 4,739,858 $ 5.13
Granted — $ —
Exercised — $ —
Forfeited — $ —
Expired ( 23,999 ) $ 5.31
Outstanding - September 30, 2021 4,715,859 $ 5.13
Eligible for exercise 4,714,509 $ 5.13
At September 30, 2021, the intrinsic value and average remaining life of the Company's outstanding options were $ 0.3 million and approximately 2.9 years, and intrinsic value and average remaining life of the Company's exercisable options were $ 0.3 million and approximately 2.9 years.
At September 30, 2021, the total unrecognized stock-based compensation expense related to unvested stock options was $ 0.1 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 0.5 years. There are 1,350 unvested stock options expected to vest, with a weighted average remaining life of 7.5 years, a weighted average exercise price of $ 2.62 , and an intrinsic value of $ 0.1 million.
30
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
15. Equity
Preferred Shares
The Company’s preferred shares authorized, issued and outstanding consisted of the following:
September 30,
2021 December 31,
2020
Preferred shares authorized, $ 0.001 par value
20,000,000 20,000,000
Series A shares issued and outstanding (1)
— 6,375
Series A-2 shares issued and outstanding (1)
— 4,000
Series A-3 shares issued and outstanding 6,125 —
Series A-4 shares issued and outstanding 10,000 —
(1) In 2020, CGI, formerly a wholly owned subsidiary of the Company, owned 6,125 shares of Series A Preferred Stock and 10,000 shares of Series A-2 Preferred Stock which were eliminated in consolidation.
Preferred Share Activity
Series A Shares
CGI Purchase
On December 18, 2018, and December 20, 2018, CGI, a wholly owned subsidiary of the Company closed on the purchase of 6,125 shares of Series A Preferred Stock, and on January 11, 2019, CGI purchased 10,000 shares of Series A-2 Preferred Stock. The shares and dividends accrued related to the Series A-2 Preferred Stock owned by CGI were eliminated in consolidation prior to its sale on July 1, 2021. See Note 3. Discontinued Operations for further information.
Luxor and Corrib Conversions
On August 2, 2016, the Company entered into separate agreements with each of Corrib Master Fund, Ltd. ("Corrib"), then a holder of 1,000 shares of Series A Preferred Stock, and certain investment entities managed by Luxor Capital Group, LP ("Luxor"), that together then held 9,000 shares of Series A-1 Preferred Stock. In conjunction with the conversions, the Company agreed to provide the following two forms of additional consideration for as long as the Preferred Stock remained entitled to receive dividend payments (the "Additional Share Consideration"):
• The Company agreed that in the event that Corrib and Luxor would have been entitled to any Participating Dividends payable, had they not converted the Preferred Stock (as defined in the respective Series A and Series A-1 Certificate of Designation), after the date of their Preferred Share conversion, then the Company will issue to Corrib and Luxor, on the date such Participating Dividends become payable by the Company, in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) the value of the Participating Dividends Corrib or Luxor would have received pursuant to Sections (2)(c) and (2)(d) of the respective Series A and Series A-1 Certificates of Designation, divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificates of Designation) for the period ending two business days prior to the underlying event or transaction that would have entitled Corrib or Luxor to such Participating Dividend had Corrib’s or Luxor’s Preferred Stock remain unconverted.
• The Company agreed that it will issue to Corrib and Luxor, on each quarterly anniversary commencing May 29, 2017 (or, if later, the date on which the corresponding dividend payment is made to the holders of the outstanding Preferred Stock), through and until the Maturity Date (as defined in the respective Series A and Series A-1 Certificates of Designation), in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) 1.875 % the Accrued Value (as defined in the respective Series A and Series A-1 Certificates of Designation) of Corrib’s or Luxor’s Preferred Stock as of the Closing Date (as defined in applicable Voluntary Conversion Agreements) divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificate of Designation) for the period ending two business days prior to the applicable Dividend Payment Date (as defined in the respective Series A and Series A-1 Certificate of Designation).
For the nine months ended September 30, 2021, 119,784 and 13,477 shares of the Company's common stock have been issued to Luxor and Corrib, respectively, in conjunction with the conversion agreements. For the nine months ended September 30, 2020, 209,467 and 23,566 shares of the Company's common stock have been issued to Luxor and Corrib, respectively, in conjunction with the conversion agreements.
The fair value of the Additional Share Consideration for the nine months ended September 30, 2021 was valued by the Company at $ 1.4 million and for the nine months ended September 30, 2020 was valued by the Company at $ 0.6 million on the date of issuance and was recorded within Preferred stock and deemed dividends from conversion line item of the Condensed Consolidated Statements of Operations as a deemed dividend.
On May 29, 2021, pursuant to the terms of the Additional Share Consideration, the final Participating Dividend payments were made to Luxor and Corrib.
31
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Q2 2021 Redemption and Conversion of Series A and A-2 Shares
On May 29, 2021, pursuant to the Certificate of Designation, holders of the Series A and A-2 Preferred Stock caused the Company to redeem the Series A and A-2 Preferred Stock at the accrued value per share plus accrued but unpaid dividends (to the extent not included in the accrued value of Series A and A-2 Preferred Stock), of which $ 10.4 million was paid in cash to holders of the Series A and A-2 Preferred Stock. Each share of Series A and A-2 Preferred Stock that was not so redeemed was automatically converted into shares of common stock at the conversion price then in effect, of which 50,410 shares of the Company's common stock were issued in lieu of cash to holders of the Series A Preferred Stock. In connection with the Stock Purchase Agreement, CGI, formerly a wholly owned subsidiary of the Company, entered into a letter agreement with the Company to not redeem at maturity or seek redemption of 6,125 shares of the Company's Series A and 10,000 shares of the Company's Series A-2 Preferred Stock with a combined redemption value of $ 16.1 million with a current fair value of $ 19.1 million.
Q3 2021 Series A-3 and A-4 Share Issuance and Conversion
On July 1, 2021 (the "Exchange Date") and as a part of the sale of CIG, INNOVATE entered into an exchange agreement (the "Exchange Agreement") with the now deconsolidated CGIC, who held the remaining shares of the Series A and Series A-2 Preferred Stock. Per the Exchange Agreement, INNOVATE exchanged the Series A and Series A-2 shares that CGIC held for an equivalent number of Series A-3 Convertible Participating Preferred Stock ("Series A-3") and Series A-4 Convertible Participating Preferred Stock ("Series A-4"), respectively. The terms remained substantially the same, except that the Series A-3 and Series A-4 will mature on July 1, 2026. A cash payment of $ 0.3 million was made as a part of the exchange for accrued and unpaid dividends on the Series A and Series A-2 being exchanged.
Upon issuance of the Series A-3 and Series A-4 Preferred Stock on July 1, 2021, the Series A-3 and Series A-4 have been classified as temporary equity in the Company's Balance Sheet.
Dividends. The Series A-3 and Series A-4 Preferred Stock accrues a cumulative quarterly cash dividend at an annualized rate of 7.50 %. The accrued value of the Series A-3 and Series A-4 Preferred Stock will accrete quarterly at an annualized rate of 4.00 % that is reduced to 2.00 % or 0.0 % if the Company achieves specified rates of growth measured by increases in its net asset value; provided, that the accreting dividend rate will be 7.25 % in the event that (A) the daily volume weighted average price ("VWAP") of the Company's common stock is less than a certain threshold amount, (B) the Company's common stock is not registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, (C) the Company's common stock is not listed on certain national securities exchanges or the Company is delinquent in the payment of any cash dividends. The Series A-3 and Series A-4 Preferred Stock is also entitled to participate in cash and in-kind distributions to holders of shares of Company's common stock on an as-converted basis.
Optional Conversion. Each share of Series A-3 and Series A-4 may be converted by the holder into shares of the Company's common stock at any time based on the then-applicable Conversion Price. Each share of Series A-3 is initially convertible at a conversion price of $ 4.25 (as it may be adjusted from time to time, the "Series A-3 Conversion Price"), and each share of Series A-4 is initially convertible at a conversion price of $ 8.25 (as it may be adjusted from time to time, the "Series A-4 Conversion Price") (“collectively the “Conversion Prices”). The Conversion Prices are subject to adjustment for dividends, certain distributions, stock splits, combinations, reclassifications, reorganizations, mergers, recapitalizations and similar events, as well as in connection with issuances of equity or equity-linked or other comparable securities by the Company at a price per share (or with a conversion or exercise price or effective issue price) that is below the Conversion Prices’ (which adjustment shall be made on a weighted average basis). Actual conversion prices at the time of the exchange were $ 3.52 for the Series A and $ 5.33 for the Series A-2.
Redemption by the Holder / Automatic Conversion. On July 1, 2026, holders of the Series A-3 and Series A-4 shall be entitled to cause the Company to redeem the Series A-3 and Series A-4 at the accrued value per share plus accrued but unpaid dividends (to the extent not included in the accrued value of Series A-3 and Series A-4). Each share of Series A-3 and Series A-4 that is not so redeemed will be automatically converted into shares of the Company's common stock at the Conversion Price then in effect.
Upon a change of control (as defined in each Certificate of Designation) holders of the Series A-3 and Series A-4 shall be entitled to cause the Company to redeem their shares of Series A-3 and Series A-4 at a price per share of Series A-3 and Series A-4 equal to the greater of (i) the accrued value of the Series A-3 and Series A-4, plus any accrued and unpaid dividends (to the extent not included in the accrued value of Series A-3 and Series A-4 Preferred Stock), and (ii) the value that would be received if the share of Series A-3 and Series A-4 were converted into shares of the Company's common stock immediately prior to the change of control.
Redemption by the Company / "Company Call Option". At any time after the third anniversary of the Original Issue Date, the Company may redeem the Series A-3/Series A-4, in whole but not in part, at a price per share generally equal to 150 % of the accrued value per share, plus accrued but unpaid dividends (to the extent not included in the accrued value of the Series A-3/Series A-4), subject to the holder's right to convert prior to such redemption.
32
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Forced Conversion . The Company may force conversion of the Series A-3 and Series A-4 into shares of the Company's common stock if the common stock's thirty-day VWAP exceeds 150 % of the then-applicable Conversion Price and the Common Stock’s daily VWAP exceeds 150 % of the then-applicable Conversion Price for at least twenty trading days out of the thirty trading day period used to calculate the thirty-day VWAP. In the event of a forced conversion, the holders of Series A-3 and Series A-4 will have the ability to elect cash settlement in lieu of conversion if certain market liquidity thresholds for the Company's common stock are not achieved.
Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company (any such event, a “Liquidation Event”), the holders of Series A-3 and Series A-4 will be entitled to receive per share the greater of (i) the accrued value of the Series A-3 and Series A-4, plus any accrued and unpaid dividends (to the extent not included in the accrued value of Series A-3 and Series A-4), and (ii) the value that would be received if the share of Series A-4 and Series A-4 were converted into shares of the Company's common stock immediately prior to such occurrence. The Series A-3 and Series A-4 will rank junior to any existing or future indebtedness but senior to the Company's common stock and any future equity securities other than any future senior or pari passu preferred stock issued in compliance with each Certificate of Designation. The Series A-3 Preferred Stock and the Series A-4 Preferred Stock rank at parity.
Voting Rights. Except as required by applicable law, the holders of the shares of the Series A-3 and Series A-4 will be entitled to vote on an as-converted basis with the holders of the Series A-3 Preferred Stock and the Series A-4 Preferred Stock (on an as-converted basis), as applicable, and the holders of the Company’s common stock on all matters submitted to a vote of the holders of the Company's common stock with the holders of New Preferred Stock on certain matters, and separately as a class on certain limited matters.
Consent Rights. For so long as any of the Series A-3 and Series A-4 is outstanding, consent of the holders of shares representing at least 75 % of certain of the Series A-3 and Series A-4 then outstanding is required for certain material actions.
Participation Rights. Pursuant to the securities purchase agreements entered into with the initial purchasers of the Series A-3 Preferred Stock and the Series A-4 Preferred Stock, subject to meeting certain ownership thresholds, certain purchasers of the Series A-3 Preferred Stock and the Series A-4 Preferred Stock are entitled to participate, on a pro-rata basis in accordance with their ownership percentage, determined on an as-converted basis, in issuances of equity and equity linked securities by the Company. In addition, subject to meeting certain ownership thresholds, certain initial purchasers of the Series A-3 Preferred Stock and the Series A-4 Preferred Stock will be entitled to participate in issuances of preferred securities and in debt transactions of the Company.
At September 31, 2021, Series A-3 Preferred Stock and Series A-4 Preferred Stock were convertible into 1,764,357 and 1,875,533 shares, respectively, of INNOVATE's common stock.
Preferred Share Dividends
During the nine months ended September 30, 2021 and 2020, INNOVATE's Board of Directors (the "Board") declared cash dividends with respect to INNOVATE’s issued and outstanding Preferred Stock, excluding the Series A and Series A-2 Preferred Stock which was owned by CGI and was eliminated in consolidation prior to the sale of the Insurance segment on July 1, 2021, as presented in the following table (in millions):
2021
Declaration Date March 31, 2021 May 29, 2021 September 30, 2021
Holders of Record Date March 31, 2021 May 29, 2021 September 30, 2021
Payment Date April 15, 2021 June 4, 2021 October 15, 2021
Total Dividend $ 0.2 $ 0.1 $ 0.3
2020
Declaration Date March 31, 2020 June 30, 2020 September 30, 2020
Holders of Record Date March 31, 2020 June 30, 2020 September 30, 2020
Payment Date April 15, 2020 July 15, 2020 October 15, 2020
Total Dividend $ 0.2 $ 0.2 $ 0.2
DBMGi Series A Preferred Stock Issuance
On November 30, 2018, CGIC purchased 40,000 shares of DBMGi's Series A Preferred Stock, which was eliminated in consolidation. On July 1, 2021, as a part of the sale of CIG which results in the deconsolidation of the entity, INNOVATE was deemed to have issued $ 40.9 million of DBMGi Series A Preferred Stock to the now deconsolidated CGIC.
Upon issuance of the DBMGi Series A Preferred Stock on July 1, 2021, the DBMGi Series A Preferred Stock has been classified as temporary equity in the Company's Balance Sheet.
Redemption Option . The DBMGi Preferred Stock is redeemable at any time, in whole or in part, at the option of the Company, or at any time or by the holder prior to July 2026.
33
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Dividends. The DBMGi Series A Preferred Stock will accrue a cumulative quarterly cash or payment in kind dividend at a rate of (a) for the first five years following the date of issuance, (i) 9.00 % per annum if dividends are paid in kind or (ii) 8.25 % per annum if dividends are paid in cash and (b) starting on the fifth anniversary of the date of issuance, a rate per annum equal to (i) LIBOR (as defined in the Certificate of Designation) plus a spread of 5.85 % (together, the “LIBOR Rate”) per annum, plus 0.75 % if dividends are paid in kind or (ii) the LIBOR Rate per annum in the case of dividends paid in cash.
During the three months ended September 30, 2021, DBMGi's Board of Directors declared cash dividends with respect to DBMGi’s issued and outstanding Preferred Stock, as presented in the following table (in millions):
2021
Declaration Date September 30, 2021
Holders of Record Date September 30, 2021
Payment Date October 15, 2021
Total Dividend $ 0.8
Stockholders’ Rights Agreement
On August 30, 2021, the Company entered into a Tax Benefits Preservation Plan (the “Plan”) with Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), and the Board of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of our common stock to stockholders of record at the close of business on September 9, 2021 (the “Record Date”). Each Right is governed by the terms of the Plan and entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a “Unit”) of Series B Preferred Stock, par value $ 0.001 per share (the “Series B Preferred Stock”), at a purchase price of $ 20.00 per Unit, subject to adjustment (the “Purchase Price”). The Plan is intended to help protect the Company’s ability to use its tax net operating losses and certain other tax assets (“Tax Benefits”) by deterring an “ownership change” as defined under Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder (the “Code”) .
Initially, the Rights will be attached to all common stock certificates representing shares of our common stock then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the Plan, the Rights will separate from our shares of common stock then outstanding and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons (an “Acquiring Person”) has become the beneficial owner of 4.9 % or more of our common stock and (ii) 10 business days (or such later date as the Board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.
The Rights are not exercisable until the Distribution Date and will expire at the earliest of (i) 11:59 p.m. (New York City time) on August 30, 2022 or such later date and time as may be determined by the Board and approved by the stockholders of the Company by a vote of the majority of the votes cast by the holders of shares entitled to vote thereon at a meeting of the stockholders of the Company prior to 11:59 p.m. (New York City time) on August 30, 2022 (which later date and time shall be in no event later than 11:59 p.m. (New York City time) on August 30, 2024), (ii) the time at which the Rights are redeemed or exchanged as provided in the Plan, (iii) the time at which the Board determines that the Plan is no longer necessary or desirable for the preservation of Tax Benefits, and (iv) the close of business on the first day of a taxable year of the Company to which the Board determines that no Tax Benefits may be carried forward.
Unless terminated early, the Tax Benefits Preservation Plan will terminate on August 30, 2022, unless at the Company’s 2022 annual meeting the Company’s stockholders approve an extension of the Tax Benefits Preservation Plan, in which case the Tax Benefits Preservation Plan would be extended and expire at the Company’s 2024 annual meeting.
34
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
16. Related Parties
Non-Operating Corporate
Pansend Life Sciences, LLC ("Pansend") has an investment in Triple Ring Technologies, Inc. ("Triple Ring"). A subsidiary of INNOVATE utilized the services of Triple Ring, incurring zero in services for the three months ended September 30, 2021 and 2020, and zero and $ 1.0 million in services for the nine months ended September 30, 2021 and 2020, respectively.
In September 2018, the Company entered into a 75 -month lease for office space. As part of the agreement, INNOVATE was able to pay a lower security deposit and lease payments, and received favorable lease terms as consideration for landlord required cross default language in the event of default of the shared space leased by Harbinger Capital Partners, formerly a related party, in the same building. With the adoption of ASC 842, as of January 1, 2019, this lease was recognized as a right of use asset and lease liability on the Condensed Consolidated Balance Sheets.
Infrastructure
Banker Steel, a subsidiary of DBMG, has leased two office spaces from 2940 Fulks St LLC, a related party that is owned by Donald Banker, CEO of Banker Steel and a related party, with monthly lease payments of $ 10 thousand and a total lease liability of $ 0.2 million. For the three months ended September 30, 2021, and 2020, DBMG incurred lease expense of $ 23 thousand and zero , respectively, and for the nine months ended September 30, 2021, and 2020, DBMG incurred lease expense of $ 31 thousand and zero , respectively.
Banker Steel has leased two planes from Banker Aviation LLC, a related party that is owned by Donald Banker, a related party, with monthly lease payments of $ 0.2 million and a total lease liability of $ 4.1 million. For the three months ended September 30, 2021, and 2020, DBMG incurred lease expense of $ 0.4 million and zero , respectively, and for the nine months ended September 30, 2021, and 2020, DBMG incurred lease expense of $ 0.6 million and zero , respectively.
Banker Steel also has a subordinated note payable of $ 6.3 million to Donald Banker, a related party, that has a maturity date of June 30, 2024 at a 11 % interest rate. For the three months ended September 30, 2021, and 2020, DBMG incurred interest expense of $ 0.1 million and zero , respectively, and for the nine months ended September 30, 2021, and 2020, DBMG incurred interest expense of $ 0.2 million and zero , respectively.
17. Operating Segment and Related Information
The Company currently has one primary reportable geographic segment - United States. The Company has three reportable operating segments, plus our Other segment, based on management’s organization of the enterprise - Infrastructure, Life Sciences, Spectrum, and Other. We also have included a Non-operating Corporate segment. All inter-segment revenues are eliminated. The Company's revenue concentration of 10% and greater are as follows:
Three Months Ended September 30, Nine Months Ended September 30,
Segment 2021 2020 2021 2020
Customer A Infrastructure 18.9 % * 12.2 % *
Customer B Infrastructure 13.0 % * * *
*Less than 10% revenue concentration
As a result of the sale of GMSL, ICS, and Beyond6, and in accordance with ASC 280, the Company no longer considers the results of operations and balance sheets of these entities and related subsidiaries as separate segments. Formerly part of the Marine Services, Telecommunications, and Clean Energy segments, these entities and the investment in HMN have been reclassified to the Other segment. In addition, as GMSL, ICS, Beyond6, and CIG are discontinued operations, all operating results of these entities have been reclassified to discontinued operations. This has been reflected in the tables below for both the current and historical periods presented.
35
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Summary information with respect to the Company’s operating segments is as follows (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Revenue
Infrastructure
$ 383.0 $ 160.8 $ 776.3 $ 509.6
Life Sciences 1.6 — 2.8 —
Spectrum 10.2 9.7 31.3 29.3
Total revenue $ 394.8 $ 170.5 $ 810.4 $ 538.9
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Income (loss) from operations
Infrastructure
$ 12.6 $ 6.0 $ 17.0 $ 13.1
Life Sciences ( 4.9 ) ( 4.7 ) ( 14.2 ) ( 11.4 )
Spectrum ( 1.2 ) ( 11.7 ) ( 1.0 ) ( 15.8 )
Other ( 1.0 ) ( 0.4 ) ( 1.6 ) ( 2.1 )
Non-operating Corporate ( 4.4 ) ( 5.3 ) ( 17.7 ) ( 22.4 )
Total income (loss) from operations $ 1.1 $ ( 16.1 ) $ ( 17.5 ) $ ( 38.6 )
A reconciliation of the Company's consolidated segment operating income to consolidated earnings before income taxes is as follows (in millions):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Income (loss) from operations $ 1.1 $ ( 16.1 ) $ ( 17.5 ) $ ( 38.6 )
Interest expense ( 12.8 ) ( 17.9 ) ( 46.6 ) ( 56.2 )
Loss on early extinguishment or restructuring of debt ( 0.1 ) — ( 12.5 ) ( 9.2 )
Loss from equity investees ( 2.9 ) ( 1.3 ) ( 4.8 ) ( 4.0 )
Other income 0.6 6.9 4.4 73.0
Loss from continuing operations before income taxes ( 14.1 ) ( 28.4 ) ( 77.0 ) ( 35.0 )
Income tax expense ( 0.1 ) ( 1.4 ) ( 3.8 ) ( 3.7 )
Loss from continuing operations ( 14.2 ) ( 29.8 ) ( 80.8 ) ( 38.7 )
(Loss) income from discontinued operations (including loss on sale of $ 200.3 million for the three months ended September 30, 2021 and loss on sale, net of $ 159.9 million and $ 39.3 million for the nine months ended September 30, 2021 and 2020, respectively)
( 200.3 ) 8.2 ( 149.9 ) ( 55.4 )
Net loss ( 214.5 ) ( 21.6 ) ( 230.7 ) ( 94.1 )
Net loss attributable to noncontrolling interest and redeemable noncontrolling interest 2.6 4.3 7.9 6.8
Net loss attributable to INNOVATE Corp. ( 211.9 ) ( 17.3 ) ( 222.8 ) ( 87.3 )
Less: Preferred dividends and deemed dividends from conversions 1.1 0.4 1.7 1.2
Net loss attributable to common stock and participating preferred stockholders $ ( 213.0 ) $ ( 17.7 ) $ ( 224.5 ) $ ( 88.5 )
36
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Depreciation and Amortization
Infrastructure
$ 7.4 $ 2.7 $ 13.1 $ 8.0
Infrastructure recognized within cost of revenue
3.4 2.3 8.4 6.9
Total Infrastructure 10.8 5.0 21.5 14.9
Life Sciences — — 0.1 0.1
Spectrum 1.4 1.7 4.3 5.1
Non-operating Corporate 0.1 0.1 0.1 0.1
Total depreciation and amortization $ 12.3 $ 6.8 $ 26.0 $ 20.2
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Capital Expenditures (*)
Infrastructure
$ 6.1 $ 1.4 $ 11.6 $ 4.8
Life Sciences — — 0.5 0.1
Spectrum 0.9 3.2 2.9 9.6
Non-operating Corporate — — — 0.1
Total $ 7.0 $ 4.6 $ 15.0 $ 14.6
(*) The above capital expenditures exclude assets acquired under terms of capital lease and vendor financing obligations.
September 30,
2021 December 31,
2020
Investments
Infrastructure
$ 0.9 $ 0.9
Life Sciences 13.0 18.4
Other 36.0 36.1
Total $ 49.9 $ 55.4
September 30,
2021 December 31,
2020
Total Assets
Infrastructure
$ 917.7 $ 494.8
Life Sciences 29.3 21.4
Spectrum 199.8 213.6
Other 38.9 6,021.3
Non-operating Corporate 35.8 30.1
Eliminations — ( 38.4 )
Total $ 1,221.5 $ 6,742.8
18. Basic and Diluted Income (Loss) Per Common Share
Earnings per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, shares of any unvested restricted stock of the Company are considered participating securities. The dilutive effect of options and their equivalents (including non-vested stock issued under stock-based compensation plans), is computed using the "treasury" method as this measurement was determined to be more dilutive between the two available methods in each period.
The Company had no dilutive common share equivalents during the nine months ended September 30, 2021 and 2020 due to results from continuing operations being a loss, net of tax. The following table presents a reconciliation of net income (loss) used in basic and diluted EPS calculations (in millions, except per share amounts):
Three Months Ended September 30, Nine Months Ended September 30,
2021 2020 2021 2020
Loss from continuing operations $ ( 14.2 ) $ ( 29.8 ) $ ( 80.8 ) $ ( 38.7 )
37
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
Income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest 2.6 2.8 7.0 ( 9.7 )
Loss from continuing operations attributable to the Company ( 11.6 ) ( 27.0 ) ( 73.8 ) ( 48.4 )
Less: Preferred dividends, deemed dividends and repurchase gains 1.1 0.4 1.7 1.2
Loss from continuing operations attributable to INNOVATE common stockholders ( 12.7 ) ( 27.4 ) ( 75.5 ) ( 49.6 )
(Loss) income from discontinued operations ( 200.3 ) 8.2 ( 149.9 ) ( 55.4 )
(Loss) income attributable to noncontrolling interest and redeemable noncontrolling interest — 1.5 0.9 16.5
(Loss) income from discontinued operations, net of tax and noncontrolling interest ( 200.3 ) 9.7 ( 149.0 ) ( 38.9 )
Net loss attributable to common stock and participating preferred stockholders $ ( 213.0 ) $ ( 17.7 ) $ ( 224.5 ) $ ( 88.5 )
Earnings allocable to common shares:
Participating shares at end of period:
Weighted-average common stock outstanding 77.2 47.4 77.0 46.7
Unvested restricted stock — — — —
Preferred stock (as-converted basis) — 0.4 — 0.1
Total 77.2 47.8 77.0 46.8
Percentage of loss allocated to:
Common stock 100.0 % 99.2 % 100.0 % 99.8 %
Unvested restricted stock — % — % — % — %
Preferred stock — % 0.8 % — % 0.2 %
Numerator for earnings per share, basic:
Net loss from continuing operations attributable to common stock, basic $ ( 12.7 ) $ ( 27.2 ) $ ( 75.5 ) $ ( 49.5 )
Net (loss) income from discontinued operations attributable to common stock, basic $ ( 200.3 ) $ 9.6 $ ( 149.0 ) $ ( 38.8 )
Net loss attributable to common stock, basic $ ( 213.0 ) $ ( 17.6 ) $ ( 224.5 ) $ ( 88.3 )
Earnings allocable to common shares, diluted:
Numerator for earnings per share, diluted
Effect of assumed shares under the if-converted method for convertible instruments $ — $ — $ — $ —
Net loss from continuing operations attributable to common stock, basic $ ( 12.7 ) $ ( 27.2 ) $ ( 75.5 ) $ ( 49.5 )
Net (loss) income from discontinued operations attributable to common stock, basic $ ( 200.3 ) $ 9.6 $ ( 149.0 ) $ ( 38.8 )
Net loss attributable to common stock, basic $ ( 213.0 ) $ ( 17.6 ) $ ( 224.5 ) $ ( 88.3 )
Denominator for basic and dilutive earnings per share
Weighted average common shares outstanding - basic 77.2 47.4 77.0 46.7
Effect of assumed shares under treasury stock method for stock options and restricted shares and if-converted method for convertible instruments — — — —
Weighted average common shares outstanding - diluted 77.2 47.4 77.0 46.7
Loss per share - continuing operations
Basic $ ( 0.16 ) $ ( 0.57 ) $ ( 0.98 ) $ ( 1.06 )
Diluted $ ( 0.16 ) $ ( 0.57 ) $ ( 0.98 ) $ ( 1.06 )
38
INNOVATE CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
(Loss) income per share - discontinued operations
Basic $ ( 2.59 ) $ 0.20 $ ( 1.94 ) $ ( 0.83 )
Diluted $ ( 2.59 ) $ 0.20 $ ( 1.94 ) $ ( 0.83 )
Loss per share - Net loss attributable to common stock and participating preferred stockholders
Basic $ ( 2.75 ) $ ( 0.37 ) $ ( 2.92 ) $ ( 1.89 )
Diluted $ ( 2.75 ) $ ( 0.37 ) $ ( 2.92 ) $ ( 1.89 )
19. Subsequent Events
On October 21, 2021, HC2 Broadcasting entered into the Fifth Omnibus Amendment to Secured Notes, Consent and Second Amendment to Asset Sale Under Secured Notes and Intercreditor Agreement (the “Amendment”), which, among other things, extended $ 52.2 million of its Senior Secured Notes, due October 21, 2021, through November 30, 2022. In addition, HC2 Broadcasting completed the last of a series of repurchases of all the outstanding secured and convertible promissory notes, inclusive of accrued interest, of DTV using a combination of cash on hand and proceeds from the sales on non-core assets.
On November 1, 2021, the Company entered into a lease agreement with RPP Palm Beach Property LP for 20,950 square feet of special purpose space. The lease is contingent on obtaining necessary permits to refurbish the space and will commence upon completion of such renovations. The term of the lease is for 10 years and is expected to begin in November of 2023 or later. Annual lease payments are $ 2.1 million, subject to a 3 % annual escalation.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.