INNOVATE Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange Act") as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2022, our disclosure controls and procedures were effective. Disclosure controls and procedures mean our controls and other procedures that are designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance as to the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations in any internal control, no matter how well designed, misstatements may occur and not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, the evaluation of the effectiveness of internal control over financial reporting described below was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may decline. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. This assessment was based on updated criteria for effective internal control over financial reporting set forth by the Committee of Sponsoring Organizations of the Treadway Commission Internal Control-Integrated Framework (2013). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022. Auditor Attestation Report Our independent registered public accounting firm has issued an attestation report on the effectiveness of our internal control over financial reporting, which is on page F-4 of this report. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. PART III The information required by Part III will be provided in our definitive proxy statement for our 2023 annual meeting of stockholders ("2023 Proxy Statement"), which is incorporated herein by reference. 66 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information regarding this item will be set forth in our 2023 Proxy Statement and is incorporated herein by reference. Code of Conduct We have adopted a Code of Conduct applicable to all directors, officers and employees, including the Chief Executive Officer, senior financial officers and other persons performing similar functions. The Code of Conduct is a statement of business practices and principles of behavior that support our commitment to conducting business in accordance with the highest standards of business conduct and ethics. Our Code of Conduct covers, among other things, compliance resources, conflicts of interest, compliance with laws, rules and regulations, internal reporting of violations and accountability for adherence to the Code of Conduct. A copy of the Code of Conduct is available under the "Investor Relations-Corporate Governance" section of our website at www.innovatecorp.com . Any amendment of the Code of Conduct or any waiver of its provisions for a director or executive officer must be approved by the Board or a duly authorized committee thereof. We intend to post on our website all disclosures that are required by law or the rules of the NYSE concerning any amendments to, or waivers from, any provision of the Code of Conduct. ITEM 11. EXECUTIVE COMPENSATION Information regarding this item will be set forth in our 2023 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding this item will be set forth in our 2023 Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding this item will be set forth in our 2023 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding principal accountant fees and services will be set forth in our 2023 Proxy Statement and is incorporated herein by reference. 67 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of Documents Filed as Part of This Report: 1) Index to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Operations Consolidated Statements of Comprehensive Loss Consolidated Balance Sheets Consolidated Statements of Stockholders’ Deficit Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements 2) Financial Statement Schedules Financial statement schedules have been omitted since they either are not required, not applicable, or the information is otherwise included. (3) Exhibit Index The following is a list of exhibits filed (including those incorporated by reference) or furnished as part of this Annual Report on Form 10-K. Exhibit Number Description 2.1 Fourth Amended and Restated Limited Liability Company Agreement of Global Marine Holdings, LLC, dated as of November 30, 2017, by and among Global Marine Holdings, LLC and the Members party thereto (incorporated by reference to Exhibit 2.1 to INNOVATE 's Current Report on Form 8-K, filed on November 30, 2017) (File No. 001-35210). 2.2 Merger Agreement, dated as of May 2, 2018, by and among Janssen Biotech, Inc., Dogfish Merger Sub, Inc., Benevir Biopharm, Inc., and Shareholder Representative Services LLC, as holder representative (incorporated by reference to Exhibit 10.1 to INNOVATE 's Current Report on Form 8-K, filed on May 3, 2018) (File No. 001-35210). 2.3 Share Purchase Agreement dated January 30, 2020, by and among New Saxon 2019 Limited, Trafalgar Acquisition Co., Ltd. and Global Marine Holdings, Limited (solely for purposes of Section 2.04(a), Section 6.01, Section 6.02, Section 6.03, Section 6.07 and Article X) (incorporated by reference to Exhibit 2.1 to INNOVATE 's Current Report on Form 8-K, filed on January 30, 2020) (File No. 001-35210). 2.4 Agreement and Plan of Merger, dated as of December 30, 2020, by and among Beyond6, Inc., Greenfill Inc., Greenfill Merger, Inc., and INNOVATE C orp. (f/k/a HC2 Holdings, Inc. ) , solely in its capacity as the Stockholders’ Representative (incorporated by reference to Exhibit 2.1 on INNOVATE 's Current Report on Form 8-K, filed December 31, 2020) (File No. 001-35210) . 2.5 First Amendment to Agreement and Plan of Merger, dated as of January 15, 2021 , by and among Beyond6, Inc., Greenfill Inc., Greenfill Merger, Inc., and INNOVATE Corp (f/k/a HC2 Holdings, Inc. ) , solely in its capacity as the Stockholders’ Representative (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by INNOVATE on January 19, 2021) (File No. 021-35210) 2.6 Membership Interest Purchase Agreement, dated March 12, 2021 by and among DBM Global Inc., Bridge Fabrication Banker Holdings LLC, The Banker Family Irrevocable Trust #3 U/A/D December 22, 2009, Chesley F. McPhatter, III, Richard Plant and Bridge Fabrication Banker Holdings LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by INNOVATE on March 15, 2021) (File No. 021-35210) 2.7 First Amendment to Membership Interest Purchase Agreement, dated May 25, 2021 by and among DBM Global Inc., Bridge Fabrication Banker Holdings LLC, The Banker Family Irrevocable Trust #3 U/A/D December 22, 2009, Chesley F. McPhatter, III, Richard Plant and Bridge Fabrication Banker Holdings LLC (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by INNOVATE on May 27, 2021) (File No. 021-35210) 2.8 Stock Purchase Agreement, dated March 26, 2021, by and among INNOVATE C orp 2 (f/k/a HC2 Holdings 2, Inc. ) , Continental Insurance Group, Ltd. and Continental General Holdings LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by INNOVATE on March 29, 2021) (File No. 021-35210) 3.1 Second Amended and Restated Certificate of Incorporation of INNOVATE Corp (f/k/a HC2 Holdings, Inc.) (incorporated by reference to Exhibit 3.1 to INNOVATE ’s Form 8-A, filed on June 20, 2011) (File No. 001-35210). 68 3.2 Certificate of Ownership and Merger Merging PTGI Name Change, Inc. into Primus Telecommunications Group, Incorporated (incorporated by reference to Exhibit 3.1 to INNOVATE ’s Current Report on Form 8-K, filed on October 18, 2013) (File No. 001-35210). 3.3 Certificate of Ownership and Merger Merging HC2 Name Change, Inc. into PTGI Holding, Inc. (incorporated by reference to Exhibit 3.1 to INNOVATE ’s Current Report on Form 8-K, filed on April 11, 2014) (File No. 001-35210). 3.4 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) (incorporated by reference to Exhibit 3.1 to INNOVATE ’s Current Report on Form 8-K, filed on June 18, 2014) (File No. 001-35210). 3.5 Certificate of Amendment No. 2 to Second Amended and Restated Certificate of Incorporation of INNOVATE C orp . (f/k/a HC2 Holdings, Inc.) (incorporated by reference to Exhibit 3.1 on INNOVATE 's Current Report on Form 10-K, filed on November 23, 2020 (File No. 001-35210). 3.6 Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of INNOVATE Corp . ( f/k/a HC2 Holdings, Inc.) , as filed with the Secretary of State of Delaware on August 18, 2021, with an effective date of September 20, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 19, 2021) (File No. 021-35210) 3.7 Fourth Amended and Restated By-Laws of INNOVATE Corp (f/k/a HC2 Holdings, Inc.) (incorporated by reference to Exhibit 3.1 to INNOVATE 's Current Report on Form 8-K, filed on February 25, 2019) (File No. 001-35210). 3.8 Amendment #1 to Fourth Amended and Restated By-Laws of INNOVATE Corp., effective September 20, 2021 (incorporated by reference to Exhibit 3. 2 to the Current Report on Form 8-K filed on August 19, 2021) (File No. 021-35210) 3.9 Certificate of Designations of Series B Preferred Stock, dated August 30, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 30, 2021) (File No. 001-35210) 4.1 Indenture, dated as of November 20, 2018, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) , the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to INNOVATE 's Current Report on Form 8-K, filed on November 21, 2018) (File No. 001-35210). 4.2 Amended and Restated Certificate of Designation of Series A Fixed-to-Floating Rate Perpetual Preferred Stock of DBM Global Intermediate Holdco Inc. (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by INNOVATE on July 7, 2021) (File No. 021-35210) 4.3 Secured Note dated October 24, 2019, by and among HC2 Station, HC2 LPTV, HC2 Broadcasting Inc. ("HC2 Broadcasting"), HC2 Network Inc. ("HC2 Network") (collectively the "Subsidiary Borrowers"), HC2 Broadcasting Intermediate Holdings Inc. ("HC2 Intermediate") (the "Intermediate Parent"), HC2 Broadcasting Holdings (the "Parent Borrower" and, together with the Intermediate Parent and the Subsidiary Borrowers, the "Borrowers"), and MSD PCOF Partners XVIII, LLC ("MSD") (incorporated by reference to Exhibit 4.12 to INNOVATE 's Annual Report on Form 10-K, filed on March 16, 2020) (File No. 001-35210). 4.4 Amended and Restated Secured Note dated October 24, 2019, by and among HC2 Station, HC2 LPTV, HC2 Broadcasting, HC2 Network (collectively, the "Subsidiary Borrowers"), HC2 Intermediate (the "Intermediate Parent), HC2 Broadcasting Holdings (the "Parent Borrower" and, together with the Intermediate Parent and the Subsidiary Borrowers, the "Borrowers", Great American Life Insurance Company ("GALIC") and Great American Insurance Company ("GAIC"). (collectively, the "Subsidiary Borrowers"), HC2 Intermediate (the "Intermediate Parent), HC2 Broadcasting Holdings (the "Parent Borrower" and, together with the Intermediate Parent and the Subsidiary Borrowers, the "Borrowers", Great American Life Insurance Company ("GALIC") and Great American Insurance Company ("GAIC") (incorporated by reference to Exhibit 4.13 to INNOVATE 's Annual Report on Form 10-K, filed on March 16, 2020) (File No. 001-35210). 4.5 First Omnibus Amendment to Secured Notes and Intercreditor Agreement by and among Station Group, LPTV, Broadcasting, Network, and HC2 Broadcasting Inc., Intermediate Parent, Parent Borrower, and MSD PCOF Partners, XVIII, LLC ("MSD"), GALIC and GAIC (incorporated by reference to Exhibit 4.1 to INNOVATE ’s Quarterly Report on Form 10-Q, filed on May 11, 2020) (File No. 001-35210) 4.6 First Supplemental Indenture dated August 19, 2020, between INNOVATE Corp. (f/k/a HC2 Holdings, Inc. ) and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 of INNOVATE 's Quarterly Report on Form 10-Q, filed on November 9, 2020) (File No. 001-35210). 4.7 Indenture governing the 8.500% senior secured notes due 2026, dated as of February 1, 2021, by and among INNOVATE Corp. ( f/k/a HC2 Holdings, Inc. ) , the guarantors party thereto and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by INNOVATE on February 1, 2021) (File No. 021-35210) 4.8 Form of 8.500% senior secured notes due 2026 (included in exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by INNOVATE on February 1, 2021) (File No. 021-35210) 4.9 Indenture governing the 7.5% convertible senior notes due 2026, dated as of February 1, 2021, by and between INNOVATE Corp. (f/k/a HC2 Holdings, Inc. ) and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by INNOVATE on February 1, 2021) (File No. 021-35210) 69 4.10 Form of 7.5% convertible senior notes due 2026 (included in exhibit 4.3) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by I N NOVATE on February 1, 2021) (File No. 021-35210) 4.11 Certificate of Designation of Series A-3 Convertible Participating Preferred Stock of INNOVATE Corp. (f/k/a HC2 Holdings, Inc. ) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by INNOVATE on July 7, 2021) (File No. 021-35210) 4.12 Certificate of Designation of Series A-4 Convertible Participating Preferred Stock of INNOVATE Corp. (f/k/a HC2 Holdings, Inc. ) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by INNOVATE on July 7, 2021) (File No. 021-35210) 4.13 Tax Benefits Preservation Plan, dated August 30, 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 30, 2021) (File No. 001-35210) 4.14 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 7 to the Annual Report on Form 10-K filed on March 9, 2022) (File No. 001-35210) 4.15 Agreement Re: Secured Notes, dated January 22, 2019, by and among HC2 Station, HC2 LPTV and the Institutional Investors (incorporated by reference to Exhibit 10.1 to INNOVATE 's Current Report on Form 8-K, filed on January 23, 2019) (File No. 001-35210). 10.1^ INNOVATE Corp. (f/k/a HC2 Holdings Inc.) 2014 Omnibus Equity Award Plan (incorporated by reference to Exhibit A to INNOVATE’s Definitive Proxy Statement, filed on April 30, 2014) (File No. 001-35210) 10.2^ Form of Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.1 on INNOVATE ’s Current Report on Form 8-K, filed on September 22, 2014) (File No. 001-35210) 10.3^ Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 on INNOVATE ’s Current Report on Form 8-K, filed on September 22, 2014) (File No. 001-35210) 10.4^ Amended and Restated Employment Agreement, effective as of November 25, 2020, by and between INNOVATE Corp (f / k/a HC2 Holdings, Inc. ) and Wayne Barr, Jr. (incorporated by reference to Exhibit 10.1 on INNOVATE 's Current Report on Form 8-K, filed on November 30, 2020) (File No. 001-35210). 10.5^ Employment Agreement dated as of March 1, 2015, by and between INNOVATE Corp (f/k/a HC2 Holdings, Inc.) and Suzi R. Herbst (incorporated by reference to Exhibit 10.5 4 to INNOVATE 's Annual Report on Form 10-K, filed on March 9, 2017) (File No. 001-35210). 10.6^ Employment Agreement dated as of September 11, 2017, by and between INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) and Joseph Ferraro (incorporated by reference to Exhibit 10.1 to INNOVATE 's Quarterly Report on Form 10-Q, filed on November 8, 2017) (File No. 001-35210). 10.7^ Employment Agreement, dated May 20, 2015, by and between INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) and Michael Sena (incorporated by reference to Exhibit 10.2 on INNOVATE ’s Quarterly Report on Form 10-Q, filed on August 10, 2015) (File No. 001-35210). 10.8^ Form of Employee Nonqualified Option Award Agreement (incorporated by reference to Exhibit 10.4 on INNOVATE ’s Quarterly Report on Form 10-Q, filed on August 9, 2016) (File No. 001-35210). 10.9^ Revised Form of Indemnification Agreement of INNOVATE Corp . (f/k/a HC2 Holdings, Inc.) (incorporated by reference to Exhibit 10.1 on INNOVATE ’s Quarterly Report on Form 10-Q, filed on November 9, 2016) (File No. 001-35210). 10.10^ Form of Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to INNOVATE 's Current Report on Form 8-K, filed on June 14, 2017) (File No. 001-35210). 10.11^ INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) Amended and Restated 2014 Omnibus Equity Award Plan (incorporated by reference to Exhibit B to the INNOVATE Definitive Proxy Statement filed on April 26, 2017) (File No. 001-35210) 10.12 Securities Purchase Agreement dated as of June 27, 2017 among DTV Holding Inc., John N. Kyle II, Kristina C. Bruni, King Forward, Inc., Equity Trust Co FBO John N. Kyle, Tiger Eye Licensing L.L.C., Bella Spectra Corporation, Kim Ann Dagen and Michael S. Dagen, Trustees of the Kim Ann Dagen Revocable Living Trust Agreement dated March 2, 1999, Madison Avenue Ventures, LLC, Paul Donner, Reeves Callaway, Don Shalhub, Shalhub Medical Investments PA, Tipi Sha, LLC, Luis O. Suau, Irwin Podhajser and Humberto Garriga (incorporated by reference to Exhibit 10.1 to INNOVATE 's Current Report on Form 8-K, filed on June 28, 2017) (File No. 001-35210). 10.13 Investor Rights Agreement dated as of June 27, 2017 between DTV Holding Inc., DTV America Corporation and other signatories party thereto (incorporated by reference to Exhibit 10.2 to INNOVATE 's Current Report on Form 8-K, filed on June 28, 2017) (File No. 001-35210). 10.14 Asset Purchase Agreement dated as of June 27, 2017 among DTV Holding Inc., King Forward, Inc., Tiger Eye Broadcasting Corporation, Tiger Eye Licensing L.L.C. and Bella Spectra Corporation (incorporated by reference to Exhibit 10.3 to INNOVATE 's Current Report on Form 8-K, filed on June 28, 2017) (File No. 001-35210). 70 10.15^ INNOVATE Corp (f/k/a HC2 Holdings, Inc.) Second Amended and Restated 2014 Omnibus Equity Award Plan (incorporated by reference to Exhibit A to INNOVATE's Definitive Proxy Statement, filed on April 30, 2018) (File No. 001-35210). 10.16 Second Amended & Restated Limited Liability Company Agreement of Pansend Life Sciences, LLC, dated as of September 20, 2017, by and among INNOVATE C orp 2 (f/k/a HC2 Holdings 2, Inc. ) , David Present and Cherine Plumaker (incorporated by reference to Exhibit 10.2 to INNOVATE 's Current Report on Form 8-K, filed on May 3, 2018) (File No. 001-35210). 10.17 Securities Purchase Agreement, by and between DBM Global Inc. and DBM Global Intermediate Holdco Inc., dated November 30, 2018 (incorporated by reference to Exhibit 2.3 to INNOVATE 's Current Report on Form 8-K, filed on December 4, 2018) (File No. 001-35210). 10.18 Ninth Amended and Restated Agreement Re: Secured Notes dated October 24, 2019, among HC2 Station, HC2 LPTV, HC2 Network, HC2 Broadcasting, GALIC, GAIC and MSD (incorporated by reference to Exhibit 10.38 to INNOVATE 's Annual Report on Form 10-K, filed on March 16, 2020) (File No. 001-35210). 10.19 Investment Agreement, dated as of September 9, 2020, by and between INNOVATE Corp (f/ k/a HC2 Holdings, Inc. ) and Lancer Capital, LLC (incorporated by reference to Exhibit 10.1 on INNOVATE 's Current Report on Form 8-K, filed on September 9, 2020 (File No. 021-35210). 10.20 Form of Registration Rights Agreement by and between INNOVATE Corp (f/k /a HC2 Holdings, Inc.) and Lancer Capital LLC (incorporated by reference to Exhibit 10.2 (included in Exhibit 10.1) on INNOVATE 's Current Report on Form 8-K, filed on September 9, 2020 (File No. 021-35210). 10.21 Third Omnibus Amendment to Secured Notes and Second Amendment to Intercreditor Agreement by and among Station Group, LPTV, Broadcasting, Network, and HC2 Broadcasting Inc., Intermediate Parent, Parent Borrower, and MSD PCOF Partners, XVIII, LLC ("MSD"), GALIC and GAIC (incorporated by reference to Exhibit 10.3 on INNOVATE 's Current Report on Quarterly Report on Form 10-Q filed on November 9, 2020) (File No. 001-35210). 10.22 Credit Agreement, dated as of May 27, 2021, by and among DBM Global Inc., the other Borrowers listed on Schedule 1.1 thereto, the Lenders, which are party thereto from time to time and UMB Bank, n.a., a national banking association, as Letter of Credit Issuer and as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on May 27, 2021) (File No. 021-35210) , 10.23 INNOVATE Corp. (f/k/a HC2 Holdings, Inc.) Preferred Support Agreement, dated July 1, 2021, by and among INNOVATE Corp. , Continental General Insurance Company and Continental General Holdings LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on July 1, 2021) (File No. 021-35210) 10.24 DBM Common Support Agreement, dated July 1, 2021, by and among INNOVATE Corp. (f/k/a HC2 Holdings, Inc. ) , Continental General Insurance Company and Continental General Holdings LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by INNOVATE on July 1, 2021 (File No. 021-35210) , 10.25 Form of Exchange Agreement, dated July 1, 2021, by and among INNOVATE Corp. (f/ k/a HC2 Holdings, Inc. ) and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on July 7, 2021) (File No. 021-35210) 10.26 Second Amended and Restated Registration Rights Agreement, dated as of January 5, 2015, by and among INNOVATE Corp ( f/k/a HC2 Holdings, Inc. ) , the initial purchasers of the Series A Preferred Stock, the initial purchasers of the Series A Preferred Stock and the purchasers of the Series A-2 Preferred Stock (incorporated by reference to Exhibit 10.2 on INNOVATE's Current Report on Form 8-K, filed on January 9, 2015) (File No. 001-35210. 10.27 Letter Agreement dated March 26, 2021 by and between INNOVATE Corp (f/k/a HC2 Holdings, Inc. ) and Continental General Insurance Company (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed by INNOVATE's on August 6, 2021) (File No. 021-35210). 10.28 Fifth Omnibus Amendment to Secured Notes, Consent and Second Amendment to Asset Sale Under Secured Notes and Intercreditor Agreement, dated as of October 21, 2021 by and among HC2 Station Group, Inc., HC2 LPTV Holdings, Inc., HC2 Broadcasting Inc., HC2 Network Inc., HC2 Broadcasting License Inc., HC2 Broadcasting Intermediate Holdings Inc., HC2 Broadcasting Holdings Inc., MSD PCOF Partners XVIII, LLC, Great American Life Insurance Company and Great American Insurance Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on October 27, 2021) (File No. 001-35210). 10.29^ Executive Severance Guidelines (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by INNOVATE o n October 27, 2021) (File No. 001-35210). 10.30 Second Omnibus Amendment to Secured Notes dated as of August 31, 2020, by and among Station Group, LPTV, Broadcasting, Network, and HC2 Broadcasting Inc., Intermediate Parent, Parent Borrower, and MSD PCOF Partners, XVIII, LLC ("MSD"), GALIC and GAIC ( incorporated by reference to Exhibi t 10.33 to the Annual Report on Form 10-K filed on March 9, 2022) (File No. 001-352 10). . 10.31 Fourth Omnibus Amendment to Secured Notes and Third Amendment to Intercreditor Agreement, dated as of November 25, 2020, by and among Station Group, LPTV, Broadcasting, Network, and HC2 Broadcasting Inc., Intermediate Parent, Parent Borrower, and MSD PCOF Partners, XVIII, LLC ("MSD"), GALIC and GAIC ( incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed on March 9, 2022) (File No. 001-35210) , 71 10.32^ 2019 INNOVATE Corp. Executive Bonus Plan ( incorporated by reference to Exhibit 10.35 to th e Annual Report on Form 10-k f iled on March 9, 2022) (File No. 001-35210) ). 10.33^ Form of Restricted Stock Award Agreement ( incorporated by reference to Exhibit 10.36 to the Annual Report on Form 10 -K filed on March 9, 2022) (File No. 001-35210) . 10.34^ Form of Stock Option Agreement ( incorporated by reference to Exhibit 10.37 to the Annual Report on Form 10-K filed on March 9, 2022) (File No. 001-35210 ). 10.35^ Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.38 to the Annual Report on Form 10-K filed on March 9, 2022) (File No. 001-35210). 10.36 First Amendment to Credit Agreement dated as of August 2, 2022, among DBM Global Inc. and the Other Borrowers, the Lenders, U MB Bank, as Administrative Agent and BMO Harris Bank N.A., as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on November 2 , 2022) (File No. 001-35210). 10.37 S eparation and Release Agreement by and between INNOVA TE Corp. and Joseph A. Ferraro dated September 13, 2022 (incorporated by reference to Exhibit 10. 1 to the Current Report on Form 8-K, filed on September 16, 2022) (File No. 001-35210). 10.38 Senior Secured Promissory Note dated as of July 13, 2022 by and between R2 Technologies, Inc. and Lancer Capital LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q , filed on November 2 , 2022) (File No. 001-35210). 10.39 S enior Secured Promissory Note dated as of August 8, 2022 by and between R2 Technologies, Inc. and Lancer Capital LLC (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q , filed on November 2 , 2022) (File No. 001-35210). 10.40 Sixth Omnibus Amendment to Secured Notes, dated as of November 28, 2022 , by and among HC2 Station Group, Inc., HC2 LPTV Holdings, Inc., HC2 Broadcasting Inc., HC2 Network Inc., HC2 Broadcasting License Inc. , DTV America Corporation , HC2 Broadcasting Intermediate Holdings Inc., HC2 Broadcasting Holdings Inc., MSD PCOF Partners XVIII, LLC, MassMutual Ascent Life Insurance Company and Great American Insurance Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on November 29, 2022 ) (File No. 001-35210). 10.41 Letter Agreement with Continental General Insurance Company dated December 30, 2022 (inco rporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by INNOVATE on January 5, 2023) (File No. 001-35210) 10.42 Seventh Omnibus Amendment to Secured Notes, dated as of December 30, 2022, by and among HC2 Station Group, Inc., HC2 Broadcasting Inc., HC2 Network Inc., HC2 Broadcasting License Inc., DTV America Corporation, HC2 Broadcasting Intermediate Holdings Inc., HC2 Broadcasting Holdings Inc., MSD PCOF Partners XVIII, LLC, MassMutual Ascent Life Insurance Company and Great American Insurance Company (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by INNOVATE on January 5, 2023) (File No. 001-35210). 10.43 M utual Release and Termination Agreement dated as of December 31, 2022, by and among Azteca International Corporation and TV Azteca, S.A.B. de C.V. , HC2 Network, Inc. and TV Azteca , S.A.B. de C. V. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by INNOVATE on January 5, 2023) (File No. 001-35210). 10.44 Senior Secured Promissory Note dated as of December 13, 2022 by and between R2 Technologies, Inc. and Lancer Capital LLC (filed herewith) 21.1 Subsidiaries of INNOVATE (filed herewith). 23.1 Consent of BDO USA, LLP, an independent registered public accounting firm (filed herewith). 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith). 32.1* Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (furnished herewith). 101 The following materials from the registrant’s Annual Report on Form 10-K for the fiscal years ended December 31, 2022, formatted in extensible business reporting language (XBRL); (i) Consolidated Statements of Operations for the years ended December 31, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2022 and 2021, (iii) Consolidated Balance Sheets at December 31, 2022 and 2021, (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022 and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021, and (vi) Notes to Consolidated Financial Statements (filed herewith). 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101). 72 * These certifications are being "furnished" and will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference. ^ Indicates management contract or compensatory plan or arrangement. ITEM 16. FORM 10-K SUMMARY Not applicable. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. INNOVATE Corp. By: /S/ WAYNE BARR, JR. Wayne Barr, Jr. President and Chief Executive Officer (Principal Executive Officer) Date: March 14, 2023 POWER OF ATTORNEY Each of the officers and directors of INNOVATE Corp., whose signature appears below, in so signing, also makes, constitutes and appoints each of Wayne Barr, Jr. and Michael J. Sena, and each of them, his true and lawful attorneys-in-fact, with full power and substitution, for him in any and all capacities, to execute and cause to be filed with the SEC any and all amendments to this Annual Report on Form 10-K, with exhibits thereto and other documents connected therewith and to perform any acts necessary to be done in order to file such documents, and hereby ratifies and confirms all that said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of March 14, 2023. Signature Title /S/ WAYNE BARR, JR. President and Chief Executive Officer (Principal Executive Officer) and Director Wayne Barr, Jr. /S/ MICHAEL J. SENA Chief Financial Officer (Principal Financial and Accounting Officer) Michael J. Sena /S/ AVRAM A. GLAZER Director Avram A. Glazer /S/ WARREN H. GFELLER Director Warren H. Gfeller /S/ BRIAN S. GOLDSTEIN Director Brian S. Goldstein /S/ AMY WILKINSON Director Amy Wilkinson 74 INNOVATE CORP. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm ( BDO USA, LLP , New York, NY ; PCAOB ID# 243 ) F- 2 Consolidated Statements of Operations F- 5 Consolidated Statements of Comprehensive Loss F- 6 Consolidated Balance Sheets F- 7 Consolidated Statements of Stockholders’ Deficit F- 8 Consolidated Statements of Cash Flows F- 9 Notes to Consolidated Financial Statements F- 10 (1) Organization and Business F- 10 (2) Summary of Significant Accounting Policies F- 10 (3) Revenue and Contracts in Process F- 17 (4) Accounts Receivable, Net F- 23 (5) Inventory F- 23 (6) Investments F- 23 (7) Property, Plant and Equipment, Net F- 24 (8) Goodwill and Intangibles, Net F- 25 (9) Acquisitions F- 26 (10) Discontinued Operations F- 28 (11) Leases F- 30 (12) Other Assets, Accrued Liabilities and Other Liabilities F- 32 (13) Debt Obligations F- 33 (14) Income Taxes F- 38 (1 5 ) Commitments and Contingencies F- 40 (1 6 ) Employee Retirement Plans F- 43 (17) Share-Based Compensation F- 44 (18) Temporary Equity and Equity F- 45 (19) Related Parties F- 50 (20) Operating Segments and Related Information F- 51 (21) Basic and Diluted Loss Per Common Share F- 52 (2 2 ) Fair Value of Financial Instruments F- 53 (2 3 ) Supplementary Financial Information F- 54 (24) Subsequent Events F- 55 F-1 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors INNOVATE Corp. New York, NY Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of INNOVATE Corp. and subsidiaries (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 14, 2023, expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Estimated Costs to Complete for a Certain Segment As described in Note 3 to the consolidated financial statements, with respect to the Company's Infrastructure segment (“DBMG”), the Company recognizes a significant portion of its revenue over time using the input method to measure progress for its service and construction contracts based on the costs incurred towards delivery to complete projects. The estimate of costs to complete these projects is based on direct materials and labor costs related to contract performance, subcontractor costs, indirect labor, and fabrication plant overhead costs. Changes in the scope of the contract and price changes, the timing of when work has commenced, and probability that cost changes will be recovered are among the factors that influence the estimate of progress for measuring service and construction contracts. F-2 We identified estimated costs to complete on specific revenue contracts at DBMG as a critical audit matter. The determination of the total estimated costs to complete requires management to make significant estimates and assumptions regarding direct materials and labor, subcontract costs, indirect labor, and fabrication plant overhead costs. Changes in the estimates of these costs can have a significant impact on the revenue recognized each period. Auditing these elements involved especially challenging auditor judgment in evaluating the reasonableness of management’s assumptions and estimates over the duration of these contracts. The primary procedures we performed to address this critical audit matter included: • Testing the operating effectiveness of internal controls related to revenue recognition at DBMG, specifically controls over the formation and tracking of estimated costs to complete. • Assessing the reasonableness of the estimated costs to complete for specific open projects through: (i) evaluating the reasonableness of project budgets and the nature of costs required to complete open projects, (ii) assessing the status of completion of respective projects through testing of a sample of project costs incurred to date, (iii) evaluating the reasonableness of project status by performing inquiries of project managers and assessing the nature of activities required to complete open projects, and (iv) performing retrospective review for open projects and investigating budget to actual variances. • Assessing the reasonableness of changes in estimated costs to complete for specific projects during quarterly reviews and at year end and investigating reasons for changes in expected costs and project margins. • Evaluating the reasonableness of project budgets for specific projects during the year through a retrospective review against actual performance. We have served as the Company's auditor since 2011. /s/ BDO USA, LLP New York, NY March 14, 2023 F-3 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors INNOVATE Corp. New York, NY Opinion on Internal Control over Financial Reporting We have audited INNOVATE Corp. and subsidiaries’ (the “Company’s”) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for each of the years then ended, and the related notes and our report dated March 14, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ BDO USA, LLP New York, NY March 14, 2023 F-4 INNOVATE CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share amounts) Years Ended December 31, 2022 2021 Revenue $ 1,637.3 $ 1,205.2 Cost of revenue 1,415.9 1,021.5 Gross profit 221.4 183.7 Operating expenses: Selling, general and administrative 180.1 168.3 Depreciation and amortization 27.2 25.4 Other operating loss 0.7 0.6 Income (loss) from operations 13.4 ( 10.6 ) Other (expense) income: Interest expense ( 52.0 ) ( 59.1 ) Loss on extinguishment of debt — ( 12.5 ) Loss from equity investees ( 1.3 ) ( 2.8 ) Other (expense) income, net ( 1.2 ) 4.3 Loss from continuing operations before income taxes ( 41.1 ) ( 80.7 ) Income tax expense ( 0.9 ) ( 5.6 ) Loss from continuing operations ( 42.0 ) ( 86.3 ) Loss from discontinued operations (including net loss on disposal of $ 159.9 million for the year ended December 31, 2021) — ( 149.9 ) Net loss ( 42.0 ) ( 236.2 ) Net loss attributable to noncontrolling interest and redeemable noncontrolling interest 6.1 8.7 Net loss attributable to INNOVATE Corp. ( 35.9 ) ( 227.5 ) Less: Preferred dividends and deemed dividends from conversions 4.9 2.2 Net loss attributable to common stockholders $ ( 40.8 ) $ ( 229.7 ) Loss per common share - continuing operations - basic and diluted $ ( 0.53 ) $ ( 1.05 ) Loss per common share - discontinued operations - basic and diluted $ — $ ( 1.93 ) Loss per share - basic and diluted $ ( 0.53 ) $ ( 2.98 ) Weighted average common shares outstanding - basic and diluted 77.5 77.1 The accompanying notes are an integral part of these consolidated financial statements. F-5 INNOVATE CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in millions) Years Ended December 31, 2022 2021 Net loss $ ( 42.0 ) $ ( 236.2 ) Other comprehensive loss Foreign currency translation adjustment, net of tax ( 0.2 ) 2.1 Unrealized loss on available-for-sale securities, net of tax — ( 57.7 ) Dispositions, net of tax — ( 334.0 ) Other comprehensive loss $ ( 0.2 ) $ ( 389.6 ) Comprehensive loss ( 42.2 ) ( 625.8 ) Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests 5.8 7.8 Comprehensive loss attributable to INNOVATE Corp. $ ( 36.4 ) $ ( 618.0 ) The accompanying notes are an integral part of these consolidated financial statements. F-6 INNOVATE CORP. CONSOLIDATED BALANCE SHEETS (in millions, except share amounts) December 31, 2022 2021 Assets Current assets Cash and cash equivalents $ 80.4 $ 45.5 Accounts receivable, net 254.9 247.1 Contract assets 165.1 118.6 Inventory 18.9 17.0 Restricted cash 0.3 2.0 Assets held for sale — 1.5 Other current assets 16.8 10.9 Total current assets 536.4 442.6 Investments 59.5 56.0 Deferred tax asset 1.7 3.0 Property, plant and equipment, net 165.0 169.9 Goodwill 127.1 127.4 Intangibles, net 190.1 208.4 Other assets 71.9 73.3 Total assets $ 1,151.7 $ 1,080.6 Liabilities, temporary equity and stockholders’ deficit Current liabilities Accounts payable $ 202.5 $ 179.2 Accrued liabilities 65.4 93.4 Current portion of debt obligations 30.6 69.5 Contract liabilities 98.6 79.1 Other current liabilities 20.1 18.3 Total current liabilities 417.2 439.5 Deferred tax liability 9.1 9.1 Debt obligations 683.8 556.8 Other liabilities 71.2 63.3 Total liabilities $ 1,181.3 $ 1,068.7 Commitments and contingencies Temporary equity Preferred stock 17.6 18.8 Redeemable noncontrolling interest 43.4 49.3 Total temporary equity 61.0 68.1 Stockholders’ deficit Common stock, $ 0.001 par value 0.1 0.1 Shares authorized: 160,000,000 as of both December 31, 2022 and 2021 Shares issued: 80,216,028 and 79,225,964 as of December 31, 2022 and 2021, respectively Shares outstanding: 78,787,768 and 77,836,748 as of December 31, 2022 and 2021, respectively Additional paid-in capital 330.1 330.6 Treasury stock, at cost: 1,428,260 and 1,389,216 shares as of December 31, 2022 and 2021, respectively ( 5.3 ) ( 5.2 ) Accumulated deficit ( 452.1 ) ( 416.2 ) Accumulated other comprehensive income 5.9 6.4 Total INNOVATE Corp. stockholders’ deficit ( 121.3 ) ( 84.3 ) Noncontrolling interest 30.7 28.1 Total stockholders’ deficit ( 90.6 ) ( 56.2 ) Total liabilities, temporary equity and stockholders’ deficit $ 1,151.7 $ 1,080.6 The accompanying notes are an integral part of these consolidated financial statements. F-7 INNOVATE CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (in millions) Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) (a) 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 — — 2.4 — — — 2.4 — 2.4 — Fair value adjustment to redeemable noncontrolling interest — — 0.2 — — — 0.2 — 0.2 0.1 Taxes paid in lieu of shares issued for share-based compensation — — — ( 1.0 ) — — ( 1.0 ) — ( 1.0 ) — Preferred stock dividend — — ( 2.2 ) — — — ( 2.2 ) — ( 2.2 ) — Issuance of common stock 1.1 — 0.2 — — — 0.2 — 0.2 — Issuance of preferred stock — — — — — — — — — 19.1 Issuance of redeemable controlling interest — — — — — — — — — 40.9 Purchase of preferred stock by subsidiary — — ( 0.3 ) — — — ( 0.3 ) — ( 0.3 ) — Redemption of preferred shares — — — — — — — — — ( 10.4 ) Transactions with noncontrolling interests — — ( 22.2 ) — — — ( 22.2 ) ( 12.7 ) ( 34.9 ) 9.4 Other — — ( 3.2 ) — — — ( 3.2 ) 1.5 ( 1.7 ) — Net loss — — — — ( 227.5 ) — ( 227.5 ) ( 2.0 ) ( 229.5 ) ( 6.7 ) Other comprehensive (loss) income — — — — — ( 390.5 ) ( 390.5 ) 0.9 ( 389.6 ) — Balance as of December 31, 2021 77.8 $ 0.1 $ 330.6 $ ( 5.2 ) $ ( 416.2 ) $ 6.4 $ ( 84.3 ) $ 28.1 $ ( 56.2 ) $ 68.1 Share-based compensation — — 2.4 — — — 2.4 — 2.4 — Fair value adjustment to redeemable noncontrolling interest — — 0.2 — — — 0.2 — 0.2 ( 0.2 ) Taxes paid in lieu of shares issued for share-based compensation — — — ( 0.1 ) — — ( 0.1 ) — ( 0.1 ) — Stock dividends — — ( 2.7 ) — — — ( 2.7 ) ( 1.3 ) ( 4.0 ) ( 1.2 ) Issuance of common stock 1.0 — — — — — — — — — Spectrum warrant modification — — — — — — — 3.1 3.1 — Issuance of preferred stock for dividend — — ( 0.9 ) — — — ( 0.9 ) — ( 0.9 ) 0.9 Transactions with noncontrolling interests — — 0.2 — — — 0.2 ( 0.2 ) — 0.2 Other — — 0.3 — — — 0.3 — 0.3 — Net (loss) income — — — — ( 35.9 ) — ( 35.9 ) 0.8 ( 35.1 ) ( 6.9 ) Other comprehensive (loss) income — — — — — ( 0.5 ) ( 0.5 ) 0.2 ( 0.3 ) 0.1 Balance as of December 31, 2022 78.8 $ 0.1 $ 330.1 $ ( 5.3 ) $ ( 452.1 ) $ 5.9 $ ( 121.3 ) $ 30.7 $ ( 90.6 ) $ 61.0 (a) Inclusive of other comprehensive (loss) income, foreign currency cumulative translation adjustments totaled $ 7.1 million and $ 7.3 million as of December 31, 2022 and 2021, respectively. The accompanying notes are an integral part of these consolidated financial statements. F-8 INNOVATE CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Years Ended December 31, 2022 2021 Cash flows from operating activities Net loss $ ( 42.0 ) $ ( 236.2 ) Less: Loss from discontinued operations, net of tax — ( 149.9 ) Loss from continuing operations ( 42.0 ) ( 86.3 ) Adjustments to reconcile net loss to cash (used in) provided by continuing operating activities Share-based compensation expense 2.4 2.4 Depreciation and amortization (including amounts in cost of revenue) 42.2 37.6 Amortization of deferred financing costs and debt discount 3.4 10.5 Loss on debt extinguishment — 12.5 Loss from equity investees 1.3 2.8 Asset impairment expense 2.1 2.8 Deferred income taxes 1.1 2.0 Other operating activities, net — ( 4.2 ) Changes in assets and liabilities, net of acquisitions: Accounts receivable ( 5.5 ) ( 38.3 ) Contract assets ( 46.5 ) ( 19.1 ) Other current assets ( 6.0 ) ( 0.3 ) Inventory ( 1.9 ) ( 1.4 ) Other assets 16.9 12.0 Accounts payable 21.7 57.9 Accrued liabilities ( 12.7 ) 8.5 Contract liabilities 19.5 7.2 Other current liabilities ( 9.9 ) ( 2.2 ) Other liabilities 4.4 ( 10.9 ) Cash used in continuing operating activities ( 9.5 ) ( 6.5 ) Cash provided by discontinued operating activities — 33.5 Cash (used in) provided by operating activities ( 9.5 ) 27.0 Cash flows from investing activities Purchase of property, plant and equipment ( 20.7 ) ( 24.1 ) Proceeds from disposal of property, plant and equipment 2.0 13.2 Loan to equity method investee ( 4.5 ) — Cash received from dispositions, net of cash disposed — 74.0 Extraordinary dividend received in business disposition — 62.5 Cash paid for acquisitions, net of cash acquired — ( 128.5 ) Other investing activities 0.7 1.0 Cash used in continuing investing activities ( 22.5 ) ( 1.9 ) Cash used in discontinued investing activities — ( 221.3 ) Cash used in investing activities ( 22.5 ) ( 223.2 ) Cash flows from financing activities Proceeds from debt obligations, net of deferred financing costs 10.7 457.1 Principal payments on debt obligations ( 28.3 ) ( 458.1 ) Proceeds from line of credit, net of deferred financing costs 176.7 206.0 Payments on line of credit ( 85.1 ) ( 175.5 ) Redemption of preferred stock — ( 10.4 ) Cash received by subsidiary to issue preferred stock — 10.5 Transactions with noncontrolling interests — ( 13.5 ) Dividend payments ( 5.2 ) ( 2.9 ) Other financing activities ( 0.7 ) ( 1.3 ) Cash provided by continuing financing activities 68.1 11.9 Cash used in discontinued financing activities — ( 7.6 ) Cash provided by financing activities 68.1 4.3 Effects of exchange rate changes on cash, cash equivalents and restricted cash ( 1.4 ) ( 1.3 ) Net increase (decrease) in cash and cash equivalents, including restricted cash and cash classified within assets held for sale 34.7 ( 193.2 ) Less: Net decrease in cash and cash equivalents from discontinued operations — ( 195.4 ) Net change in cash, cash equivalents and restricted cash 34.7 2.2 Cash, cash equivalents and restricted cash, beginning of period 47.5 45.3 Cash, cash equivalents and restricted cash, end of period $ 82.2 $ 47.5 The accompanying notes are an integral part of these consolidated financial statements. F-9 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Business INNOVATE Corp. ("INNOVATE" 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 noncontrolling equity interest positions or debt instruments. 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 Industrial Inc. ("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, Inc., DBMG manufactures pollution control scrubbers, tunnel liners, pressure vessels, strainers, filters, separators and a variety of customized products. Through Banker Steel Holdco, LLC ("Banker Steel"), DBMG provides full-service fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market, in addition to full design-assist services. The Company maintains an approximately 91 % controlling interest in DBMG. 2. Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"), its subsidiaries and equity method investments. 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 57 % 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"), a medical technology company specializing in the advances of fluorescent tracer agents and transdermal measurement, potentially enabling real-time, direct monitoring of kidney function, and an approximately 26 % interest in Triple Ring Technologies, Inc. ("Triple Ring"), a science and technology co-development company. 3. Our Spectrum segment is comprised of HC2 Broadcasting Holdings Inc. ("Broadcasting") and its subsidiaries. Broadcasting strategically acquired and operates over-the-air broadcasting stations across the United States. In addition, 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 Broadcasting and maintains a controlling interest of approximately 77 %, inclusive of approximately 10 % proxy and voting rights from minority holders of DTV America Corporation ("DTV"). On a fully diluted basis, the Company would have an approximately 86 % controlling interest in Broadcasting. 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 HMN International Co., Ltd., formerly known as Huawei Marine Networks Co. (“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"), and Continental Insurance Group ("CIG"). 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying 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. The remaining interests not owned by the Company are presented as a noncontrolling interest component of total equity. Basis of Presentation The accompanying Consolidated Financial Statements of the Company included herein have been prepared in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain prior amounts have been reclassified or combined to conform to the current year presentation. F-10 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 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 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, 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 debt or 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 and dilute holders of common stock. 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 The COVID-19 pandemic has continued to adversely affect the Company’s business. Labor shortages and supply chain disruptions have created significant delays in the Company’s ability to complete projects and deliver products, including in its Infrastructure and Life Sciences segments. The Company’s receipt of materials from areas impacted by the pandemic was slowed or disrupted in 2022 and the Company expects its suppliers to continue to face similar challenges in fulfilling orders. Transportation costs continued to increase in 2022 as a result of COVID-19 and these costs may continue to rise. The Company has not been able to pass all of these cost increases on to its customers and, as a result, its margins have been adversely impacted. In addition, the Company’s Life Sciences segment was adversely affected in 2022 by continuing requirements to implement COVID-19 operational measures at clinical trial sites, which resulted in some clinical trials being delayed. Cash and Cash Equivalents Cash and cash equivalents are comprised principally of amounts in money market accounts with original maturities of three months or less. Restricted Cash The Company's restricted cash balances consist of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the Consolidated Balance Sheets, and are primarily comprised of security deposits for long-term leases, which are held in separate bank accounts. Acquisitions The Company’s acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Estimates of fair value included in the Consolidated Financial Statements, in conformity with ASC 820, Fair Value Measurements and Disclosures , represent the Company’s best estimates and valuations developed, when needed, with the assistance of independent appraisers or, where such valuations have not yet been completed or are not available, industry data and trends and by reference to relevant market rates and transactions. Such estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. F-11 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Equity Method Investments The Company utilizes the equity method to account for investments when it possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee, such as with our investments in MediBeacon and Triple Ring, of which we own an approximately 47 % interest in MediBeacon and an approximately 26 % interest in Triple Ring. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted, such as with our 19 % equity method investment in HMN, as we continue to maintain a seat on the entity's board of directors and can exert significant influence. The Company applies the equity method to investments in common stock and to other investments when such other investments possess substantially identical subordinated interests to common stock. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net earnings or losses in (Loss) income from equity investees and other comprehensive income (loss) of the investee. The Company records dividends or other equity distributions as reductions in the carrying value of the investment. In the event that net losses of the investee reduce the carrying amount to zero, additional net losses may be recorded if other investments in the investee are at-risk, even if the Company has not committed to provide financial support to the investee. Such additional equity method losses, if any, are based upon the change in the Company's claim on the investee’s book value. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value: • Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2 - Inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings. • Level 3 - Unobservable inputs that are supported by little or no market activities. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument. The Company’s assets and liabilities that are measured at fair value on a recurring basis include cash equivalents, marketable securities and certain investments. Our financial assets measured at fair value on a nonrecurring basis include non-marketable equity securities. Other financial assets and liabilities are carried at cost (initial fair value) with current fair value disclosed, if required. Financial Instruments Our financial instruments include cash and cash equivalents, marketable and non-marketable securities, including equity investments and certain other investments, accounts and notes receivable, accounts payable and other current liabilities, mandatorily redeemable noncontrolling interests and debt obligations. Accounts Receivable Accounts receivable are stated at amounts due from customers net of an allowance for doubtful accounts. Our allowance for doubtful accounts considers historical experience, the age of certain receivable balances, credit history, current economic conditions and other factors that may affect the counterparty’s ability to pay. The policy for determining past due status is based on the contractual payment terms of each customer. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. For the years ended December 31, 2022 and 2021, the Company recorded bad debt expense of $ 0.9 million and $ 0.1 million, respectively. F-12 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Inventory Inventory is valued at the lower of cost or net realizable value under the first-in, first-out method. Provision for obsolescence is made where appropriate and is charged to cost of revenue in the consolidated statements of operations. Short-term work in progress on contracts is stated at cost less foreseeable losses. These costs include only direct labor and expenses incurred to date and exclude any allocation of overhead. The policy for long-term work in progress contracts is disclosed within the Revenue and Cost Recognition accounting policy. Accounting for Income Taxes We recognize deferred tax assets and liabilities for the expected future tax consequences of transactions and events. Under this method, deferred tax assets and liabilities are determined based on the difference between the book basis and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. If necessary, deferred tax assets are reduced by a valuation allowance to an amount that is determined to be more likely than not recoverable. We must make significant estimates and assumptions about future taxable income and future tax consequences when determining the amount of the valuation allowance. The additional guidance provided by ASC No. 740, “Income Taxes” (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in the financial statements. Expected outcomes of current or anticipated tax examinations, refund claims and tax-related litigation and estimates regarding additional tax liability (including interest and penalties thereon) or refunds resulting therefrom will be recorded based on the guidance provided by ASC 740 to the extent applicable. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. These assessments of uncertain tax positions contain judgments related to the interpretation of tax regulations in the jurisdictions in which we transact business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, expiration of statutes of limitations, as well as changes to, or further interpretations of, tax laws and regulations. At December 31, 2022, our U.S. and foreign companies have significant deferred tax assets resulting from tax loss carryforwards. Additionally, the deferred tax assets generated by certain businesses that do not qualify to be included in the INNOVATE Corp. U.S. consolidated income tax return have been reduced by a full valuation allowance. Based on consideration of both positive and negative evidence, we determined that it was more likely than not that the net deferred tax assets of the INNOVATE Corp. U.S. consolidated filing group will not be realized. Therefore, a full valuation allowance was maintained against the INNOVATE Corp. U.S. consolidated filing group’s net deferred tax assets as of December 31, 2022. The appropriateness and amount of the valuation allowance are based on cumulative history of losses and our assumptions about the future taxable income of each affiliate and the timing of the reversal of deferred tax assets and liabilities. In relation to tax effects for accumulated OCI, our policy is to release the tax effects of amounts reclassified from accumulated OCI to pre-tax income (loss) from continuing operations. Any remaining tax effect in accumulated OCI is released following a portfolio approach. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated amortization and depreciation, which is provided on the straight-line method over the estimated useful lives of the assets. Cost includes major expenditures for improvements and replacements which extend useful lives or increase capacity of the assets as well as expenditures necessary to place assets into readiness for use. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Cost includes finance costs incurred prior to the asset being available for use. Expenditures for maintenance and repairs are expensed as incurred. Costs for internal use software that are incurred in the preliminary project stage and in the post-implementation stage are expensed as incurred. Costs incurred during the application development stage are capitalized and amortized over the estimated useful life of the software, beginning when the software project is ready for its intended use, over the estimated useful life of the software, typically 3 years. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which range from 5 to 40 years for buildings and leasehold improvements, 3 to 15 years for equipment, furniture and fixtures, and 3 to 20 years for transportation equipment. Leasehold improvements are amortized over the lives of the leases or estimated useful lives of the assets, whichever is shorter. Assets under construction are not depreciated until they are complete and available for use. When assets are sold or otherwise retired, the costs and accumulated amortization and depreciation are removed from the books and the resulting gain or loss is included in operating results. Property, plant and equipment that have been included as part of the assets held for sale are no longer amortized or depreciated from the time that they are classified as such. The Company periodically evaluates the carrying value of its property, plant and equipment based upon the estimated cash flows to be generated by the related assets. If an impairment is indicated, a loss is recognized. F-13 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Goodwill and Other Intangible Assets Under ASC 350, Intangibles - Goodwill and Other ("ASC 350"), goodwill and indefinite lived intangible assets are not amortized but are reviewed annually for impairment, or more frequently, if impairment indicators arise. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the provisions of ASC 360, Property, plant, and equipment ("ASC 360"). Goodwill impairment is tested at least annually (October 1st) or when factors indicate potential impairment using a two-step process that begins with a qualitative evaluation of each reporting unit. If such test indicates potential for impairment, a one-step quantitative test is performed and, if there is excess of a reporting unit's carrying amount over its fair value, an impairment loss is recorded, not to exceed the total amount of goodwill allocated to the reporting unit. Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s assessment of a number of factors, including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, and industry and general economic data from third-party sources. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. Intangible assets not subject to amortization consist of certain television broadcast licenses. Such indefinite lived intangible assets are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test shall consist of a comparison of the fair value of an intangible asset with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, an impairment loss shall be recognized in an amount equal to the excess. Intangible assets subject to amortization consists of certain trade names, customer contracts and developed technology. These finite lived intangible assets are amortized based on their estimated useful lives. Such assets are subject to the impairment provisions of ASC 360, wherein impairment is recognized and measured only if there are events and circumstances that indicate that the carrying amount may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset group. An impairment loss is recorded to the extent the carrying amount exceeds the fair value of the asset and such amount is not recoverable. In addition to the foregoing, the Company reviews its goodwill and intangible assets for possible impairment whenever events or circumstances indicate that the carrying amounts of assets may not be recoverable. The factors that the Company considers important, and which could trigger an impairment review, include, but are not limited to: a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit; a significant decline in the market value of our common stock or debt securities for a sustained period; a material adverse change in economic, financial market, industry or sector trends; a material failure to achieve operating results relative to historical levels or projected future levels; and significant changes in operations or business strategy. Licensing: Television broadcast licenses generally are granted for eight-year periods. They are renewable after application and reviewed by the FCC and historically are renewed except in rare cases in which a petition to deny, a complaint or an adverse finding as to the licensee's qualifications results in loss of the license. Valuation of Long-lived Assets The Company reviews long-lived assets for impairment whenever events or changes indicate that the carrying amount of an asset may not be recoverable. In making such evaluations, the Company compares the expected undiscounted future cash flows to the carrying amount of the assets. If the total of the expected undiscounted future cash flows is less than the carrying amount of the assets, the Company is required to make estimates of the fair value of the long-lived assets in order to calculate the impairment loss equal to the difference between the fair value and carrying value of the assets. The Company makes significant assumptions and estimates in this process regarding matters that are inherently uncertain, such as determining asset groups and estimating future cash flows, remaining useful lives, discount rates and growth rates. The resulting undiscounted cash flows are projected over an extended period of time, which subjects those assumptions and estimates to an even larger degree of uncertainty. While the Company believes that its estimates are reasonable, different assumptions could materially affect the valuation of the long-lived assets. The Company derives future cash flow estimates from its historical experience and its internal business plans, which include consideration of industry trends, competitive actions, technology changes, regulatory actions, available financial resources for marketing and capital expenditures and changes in its underlying cost structure. The Company makes assumptions about the remaining useful life of its long-lived assets. The assumptions are based on the average life of its historical capital asset additions and its historical asset purchase trend. In some cases, due to the nature of a particular industry in which the company operates, such as the broadcast or infrastructure industry, the Company may assume that technology changes in such industry render all associated assets, including equipment, obsolete with no salvage value after their useful lives. In certain circumstances in which the underlying assets could be leased for an additional period of time or salvaged, the Company includes such estimated cash flows in its estimate. F-14 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The estimate of the appropriate discount rate to be used to apply the present value model in determining fair value was the Company’s weighted average cost of capital which is based on the effective rate of its debt obligations at the current market values (for periods during which the Company had debt obligations) as well as the current volatility and trading value of the Company’s common stock. Leases The Company accounts for leases in accordance with ASC 842, Leases , which requires the balance sheet recognition of lease assets and lease liabilities by lessees for those leases classified as operating and finance leases. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets are included in Other Assets and operating lease liabilities are included in both other Current Liabilities and Other Liabilities in the Consolidated Balance Sheets for their respective short-term and long-term portions and are recognized based on the present value of lease payments over the lease term at the commencement date. Finance leases are included in property, plant and equipment and debt obligations, in the Consolidated Balance Sheets and are recognized based on the present value of lease payments over the lease term at commencement date. The majority of the Company’s leases do not provide an implicit rate of return; therefore, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. For lease agreements that contain non-lease components, the Company elected to combine lease and non-lease components as a single lease component. The Company has operating leases for land, office space, and certain Company vehicles and equipment and finance leases for certain Company vehicles and equipment. The leases are expiring between 2023 and 2045. Leases with an initial term of 12 months or less are not recorded on the balance sheets. Lease expense is recognized on a straight-line basis over the lease term. For purposes of calculating operating lease liabilities, lease terms may be deemed to include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. As of December 31, 2022, the operating lease liability does not include any options to extend or terminate leases. Presentation of Taxes Collected The Company reports a value-added tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between the Company and a customer on a net basis (excluded from revenues). Foreign Currency Transactions Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in functional currency cash flows, which occurs upon an actual transfer of one currency to another, is reported by the Company as a foreign currency transaction gain (loss). The primary component of the Company’s foreign currency transaction gain (loss) is due to agreements in place with certain subsidiaries in foreign countries regarding intercompany transactions. The Company anticipates repayment of these transactions in the foreseeable future and recognizes the realized and unrealized gains or losses on these transactions that result from foreign currency changes in the period in which they occur as foreign currency transaction gain (loss). Foreign Currency Translation The assets and liabilities of the Company’s foreign subsidiaries are translated at the exchange rates in effect on the reporting date. Income and expenses are translated at the average exchange rate during the period. The net effect of such translation gains and losses are reflected within AOCI in the stockholders’ equity section of the Consolidated Balance Sheets. If there is a planned or completed sale or liquidation of the Company's ownership in a foreign operation, the relevant foreign currency translation adjustment is recognized in the Consolidated Statement of Operations. Convertible Instruments The Company evaluates and accounts for conversion options embedded in convertible instruments in accordance with ASC 815, Derivatives and Hedging Activities. Applicable U.S. Generally Accepted Accounting Principles ("GAAP") requires companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The Company accounts for convertible instruments, when it has been determined that the embedded conversion options should not be bifurcated from their host instruments, as follows: The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their stated date of redemption. The Company accounts for the conversion of convertible debt when a conversion option has been bifurcated using the general extinguishment standards. The debt and equity linked derivatives are removed at their carrying amounts and the shares issued are measured at their then-current fair value, with any difference recorded as a gain or loss on extinguishment of the two separate accounting liabilities. F-15 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Deferred Financing Costs The Company capitalizes certain expenses incurred in connection with its debt and line of credit obligations and amortizes them over the term of the respective debt agreement. The amortization expense of the deferred financing costs is included in interest expense on the Consolidated Statements of Operations. If the Company extinguishes portions of its debt prior to the maturity date, deferred financing costs are charged to expense on a pro-rata basis and are included in loss on early extinguishment or restructuring of debt on the Consolidated Statements of Operations. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of net revenue and expenses during the reporting period. Actual results may differ from these estimates. Significant estimates include allowance for doubtful accounts receivable, the extent of progress towards completion on contracts, contract revenue and costs on long-term contracts, valuation of certain investments, market assumptions used in estimating the fair values of certain assets (including goodwill and intangibles) and liabilities, the calculation used in determining the fair value of INNOVATE’s stock options required by ASC 718, Compensation - Stock Compensation ("ASC 718"), income taxes and various other contingencies. Estimates of fair value represent the Company’s best estimates developed with the assistance of independent appraisals or various valuation techniques and, where the foregoing have not yet been completed or are not available, industry data and trends and by reference to relevant market rates and transactions. The estimates and assumptions are inherently subject to significant uncertainties and contingencies beyond the control of the Company. Accordingly, the Company cannot provide assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could vary materially. Share-Based Compensation The Company accounts for share-based compensation issued to employees and non-employees in accordance with the provisions of ASC 718 . All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for using a fair-value based method. The Company records share-based compensation expense for all new and unvested stock options that are ultimately expected to vest as the requisite service is rendered. The Company issues new shares of common stock upon the exercise of stock options. The Company uses a Black-Scholes option valuation model to determine the grant date fair value of share-based compensation under ASC 718. The Black-Scholes model incorporates various assumptions including the expected term of awards, volatility of stock price, risk-free rates of return and dividend yield. The expected term of an award is no less than the option vesting period and is based on the Company’s historical experience. Expected volatility is based upon the historical volatility of the Company’s stock price. The risk-free interest rate is approximated using rates available on U.S. Treasury securities with a remaining term similar to the option’s expected life. The Company uses a dividend yield of zero in the Black-Scholes option valuation model as it does not anticipate paying cash dividends in the foreseeable future. Share-based compensation is recorded net of actual forfeitures. Income (Loss) Per Common Share Basic income (loss) per common share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted income (loss) per common share is computed using the weighted average number of shares of common stock, adjusted for the dilutive effect of potential common stock equivalents and related income from continuing operations, net of tax. Potential common stock equivalents, computed using the treasury stock method or the if-converted method, include options, restricted stock, restricted stock units and convertible preferred stock. In periods when the Company generates income, the Company calculates basic Earnings Per Share ("EPS") using the two-class method, pursuant to ASC No. 260, Earnings Per Share . The two-class method is required as the shares of the Company’s preferred stock qualify as participating securities, having the right to receive dividends should dividends be declared on common stock. Under this method, earnings for the period are allocated to the common stock and preferred stock to the extent that each security may share in earnings as if all of the earnings for the period had been distributed. The Company does not use the two-class method in periods when it generates a loss as the holders of the preferred stock do not participate in losses. Discontinued Operations In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations , the Company reports the results of operations of a business as discontinued operations if a disposal represents a strategic shift that has or will have a major effect on the Company's operations and financial results when the business is disposed of or classified as held-for-sale. Under ASC 360, Property, Plant and Equipment , assets may be classified as held-for-sale even though the discontinued operations criteria is not met. The results of discontinued operations are reported in Loss from discontinued operations in the Consolidated Statement of Operations. F-16 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Recent Accounting Pronouncements Accounting Pronouncements Adopted in the Current Year There were no new accounting pronouncements adopted during the year ended December 31, 2022. Accounting Pronouncements to be Adopted in 2023 Credit Loss Standard In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326) , Measurement of Credit Losses on Financial Instruments . This new standard and its related amendments change the impairment model for most financial assets that are measured at amortized cost and certain other instruments, including trade receivables and contract assets, from an incurred loss model to an expected loss model and adds certain new required disclosures. Under the new expected loss model, which is based on historical experience, current conditions and reasonable and supportable forecasts, 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 Company is finalizing its implementation of the new credit losses standard and is updating certain of its business processes and internal controls to meet the reporting and disclosure requirement of the new ASU. Based on historical trends, the financial condition of the Company’s customers and management’s expectations of economic and industry factors affecting the Company’s customers, the new guidance, which the Company will adopt on January 1, 2023, is not expected to materially affect the amount of expense recognized under the Company’s current practices and is not expected to have a material effect on the Company’s consolidated financial statements. Other Recent Accounting Pronouncements On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) which contains optional practical expedients for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting for contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”). In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extended the period for utilization of the practical expedients under ASU 2020-04 through December 31, 2024. The Company has instruments, including DBMGi's $ 40.9 million Series A Preferred Stock (Refer to Note 18. Temporary Equity and Equity) and INNOVATE's $ 20.0 million line of credit agreement (Refer to Note 13. Debt Obligations) that reference LIBOR. DBMGi's Series A Preferred Stock and INNOVATE's line of credit agreement that reference LIBOR contain customary LIBOR replacement language, including, but not limited to, the use of replacement rates based on the secured overnight financing rate, and consequently these ASUs are not expected to have a material effect on the Company's consolidated financial statements. 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. Refer to Note 24. Subsequent Events for any subsequent events. 3. Revenue and Contracts in Process ASC 606 aligns revenue recognition with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with ASC 606: Identify the contract with a customer A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectability of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectability of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer. F-17 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Identify the performance obligations in the contract At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the "unit of account" for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract. In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry. Determine the transaction price The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current and estimates of future performance. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts. Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied. Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. Allocate the transaction price to performance obligations in the contract For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation. F-18 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Recognize revenue as performance obligations are satisfied The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided. Revenue from contracts with customers consists of the following (in millions): Years Ended December 31, 2022 2021 Revenue Infrastructure $ 1,594.3 $ 1,159.7 Life Sciences 4.3 3.5 Spectrum 38.7 42.0 Total revenue $ 1,637.3 $ 1,205.2 Accounts receivables, net, from contracts with customers consist of the following (in millions): December 31, 2022 2021 Accounts receivables with customers Infrastructure $ 244.5 $ 226.8 Life Sciences 0.8 0.3 Spectrum 5.1 9.4 Total accounts receivables with customers $ 250.4 $ 236.5 Infrastructure Segment DBMG performs its services primarily under fixed-price contracts and recognizes revenue over time using the input method to measure progress for its projects. The nature of the projects does not provide measurable value to the customer over time and control does not transfer to the customer at discrete points in time. The customer receives value over the term of the project based on the amount of work that has been completed towards the delivery of the completed project. The most reliable measure of progress is the cost incurred towards delivery of the completed project. Therefore, the input method provides the most reliable method to measure progress. Revenue recognition begins when work has commenced. Costs include all direct material and labor costs related to contract performance, subcontractor costs, indirect labor, and fabrication plant overhead costs, which are charged to contract costs as incurred. Revenues relating to changes in the scope of a contract are recognized when DBMG and customer or general contractor have agreed on both the scope and price of changes, the work has commenced, it is probable that the costs of the changes will be recovered and that realization of revenue exceeding the costs is assured beyond a reasonable doubt. Revisions in estimates during the course of contract work are reflected in the accounting period in which the facts requiring the revision become known. Provisions for estimated losses on uncompleted contracts are made in the period a loss on a contract becomes determinable. Payment Terms The timing of customer billings is generally dependent upon advance billing terms, milestone billings based on completion of certain phases of work, or when services are provided. Under the typical payment terms of master and other service agreements and fixed price contracts, the customer makes progress payments based on quantifiable measures of performance by the Company as defined by each specific agreement. Progress payments, generally net of amounts retained, are paid by the customer over the duration of the contract. Amounts billed and due from customers, as well as the amount of contract assets, are generally classified within current assets in the consolidated balance sheets. Refer to Note 4. Accounts Receivable, Net and Contract Assets and Contract Liabilities for related discussion. Amounts expected to be collected beyond one year are classified as other long-term assets. F-19 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Service Contracts For service contracts (including maintenance contracts) where we have the right to consideration from the customer in an amount that corresponds directly with the value received by the customer based on our performance to date, revenue is recognized when services are performed and contractually billable. For all other types of service contracts, revenue is recognized over time using the input method to measure progress because it best depicts the transfer of value to the customer. Costs include all direct material and labor costs, subcontractor costs, and allocated overhead costs related to contract performance. Construction contracts with customers generally provide that billings are to be made monthly in amounts which are commensurate with the extent of performance under the contracts. Contract receivables arise principally from the balance of amounts due on progress billings on jobs under construction. Retention on contract receivables are amounts due on progress billings, which are withheld until a future period. Disaggregation of Revenues DBMG's revenues are principally derived from contracts to provide fabrication and erection services to its customers. Contracts represent majority of the revenue of the Infrastructure segment and are generally recognized over time. A majority of contracts are domestic, fixed priced, and are in excess of one year . Disaggregation of the Infrastructure segment, by market or type of customer, is used to evaluate its financial performance. The following table disaggregates DBMG's revenue by market (in millions): Years Ended December 31, 2022 2021 Commercial $ 794.0 $ 539.8 Industrial 409.5 292.5 Healthcare 129.9 59.8 Convention 136.2 85.8 Transportation 50.2 52.7 Leisure 23.4 23.2 Government 34.8 68.0 Other 15.8 37.7 Total revenue from contracts with customers 1,593.8 1,159.5 Other revenue 0.5 0.2 Total Infrastructure segment revenue $ 1,594.3 $ 1,159.7 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction projects when revenue recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract liabilities from our long-term construction contracts occur when amounts invoiced to our customers exceed revenues recognized. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle. Retainage receivable represents amounts invoiced to customers where payments have been partially withheld (usually less than 10 %) pending the completion of certain milestones, satisfaction of other contractual conditions or the completion of the project. Retainage agreements vary from project to project and balances could be outstanding for several months or years depending on a number of circumstances, such as contract-specific terms, project performance and other variables that may arise as the Company makes progress toward completion. As of December 31, 2022 and 2021, the total retainage receivable was $ 127.8 million and $ 108.8 million, respectively, and the amount of retainage receivable estimated by management to be collected beyond one year is approximately 20.7 % and 24.6 % of the balance, respectively. F-20 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED When payment of the retainage is contingent upon the Company fulfilling its obligations under the contract it does not meet the criteria to be included in accounts receivable and remains in the contract’s respective contract assets or contract liability, determined on a contract-by-contract basis. The Company has reflected such amounts within the Consolidated Balance Sheet as of December 31, 2022 and 2021. Contract assets and contract liabilities and recognized earnings consisted of the following (in millions): Years Ended December 31, 2022 2021 Costs incurred on contracts in progress $ 2,503.3 $ 2,161.5 Estimated earnings 378.9 316.4 Contract revenue earned on uncompleted contracts 2,882.2 2,477.9 Less: progress billings 2,815.7 2,438.4 $ 66.5 $ 39.5 The above is included in the accompanying Consolidated Balance Sheets under the following line items: Contract assets $ 165.1 $ 118.6 Contract liabilities ( 98.6 ) ( 79.1 ) $ 66.5 $ 39.5 Years Ended December 31, 2022 2021 Cost in excess of billings $ 90.7 $ 68.3 Conditional retainage 74.4 50.3 Contract assets $ 165.1 $ 118.6 Billings in excess of costs $ ( 152.0 ) $ ( 137.6 ) Conditional retainage 53.4 58.5 Contract liabilities $ ( 98.6 ) $ ( 79.1 ) The change in contract assets is a result of the recording of $ 205.3 million of contract assets driven by new commercial projects, offset by $ 158.8 million of contract assets 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 of $ 96.6 million driven largely by new commercial projects, offset by revenue recognized that was included in the contract liability balance at the beginning of the period in the amount of $ 77.1 million. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations As of December 31, 2022, the transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in millions): Within One Year Within Five Years Total Commercial $ 354.5 $ 32.5 $ 387.0 Industrial 369.8 19.8 389.6 Transportation 283.3 145.8 429.1 Government 8.0 — 8.0 Leisure 4.7 — 4.7 Healthcare 220.6 221.9 442.5 Convention 103.1 5.0 108.1 Other 2.9 — 2.9 Remaining unsatisfied performance obligations $ 1,346.9 $ 425.0 $ 1,771.9 DBMG's remaining unsatisfied performance obligations increase with awards of new contracts and decrease as it performs work and recognizes revenue on existing contracts. DBMG includes a project within its remaining unsatisfied performance obligations at such time the project is awarded and agreement on contract terms has been reached. DBMG's remaining unsatisfied performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of total transaction price can be made. DBMG expects to recognize this revenue approximately within the next 3.5 years. F-21 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Remaining unsatisfied performance obligations include unrecognized revenues to be realized from uncompleted construction contracts. Although many of DBMG's contracts are subject to cancellation at the election of its customers, in accordance with industry practice, DBMG does not limit the amount of unrecognized revenue included within its remaining unsatisfied performance obligations due to the inherent substantial economic penalty that would be incurred by its customers upon cancellation. Life Sciences Segment Beginning in 2021, R2 Technologies commercially launched its first systems product, the Glacial Rx, and other topical consumables. The Glacial Rx system is sold to medical practices, or in certain cases leased for a small, initial upfront fee and recurring lease payments over a specified timeframe. In order to operate the system, kits containing a cycle card with a set number of cycles must be purchased. Once the cycles are exhausted, practices can purchase additional cards with additional cycles resulting in recurring revenues to R2 Technologies. Further, topical consumables are contained in the kits sold to medical practices, which patients can utilize post-treatment to increase the efficacy of the treatment. Beginning in 2022, R2 Technologies commercially launched its second systems product, the Glacial Spa. The Glacial Spa device is a cooling experience used to even skin tone, and brighten and lighten skin and is intended to be operated by a trained aesthetician. The Glacial Spa system is currently sold in China and distributed by Huadong’s existing sales force to spas. Quarterly, R2 receives purchase orders for the Glacial Spa and other topical consumables from Huadong and recognizes the revenue upon shipment of the device to Huadong. Payment Terms R2 requires customers to remit payment upfront prior to shipping the devices. Payment terms are expressly stated in our standard terms and conditions. The invoiced amount to be received is recorded in Accounts Receivable, net on our Consolidated Balance Sheet. The following table disaggregates the Life Sciences segment's revenue by type for the periods indicated (in millions): Years Ended December 31, 2022 2021 Systems and consumables revenue $ 4.3 $ 3.5 Total Life Sciences segment revenue $ 4.3 $ 3.5 Spectrum Segment Network advertising revenue is generated primarily from the sale of television airtime for programs or advertisements. Network advertising revenue is recognized when the program or advertisement is broadcast. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. The Network advertising contracts are generally short-term in nature. Network distribution revenue consists of payments received from cable, satellite and other multiple video program distribution systems for their retransmission of our network content. Network distribution revenue is recognized as earned over the life of the retransmission consent contract and varies from month to month. Variable fees are usage/sales based, calculated on the average number of subscribers, and recognized as revenue when the usage occurs. Transaction prices are based on the contract terms, with no material judgments or estimates. Broadcast station revenue is generated primarily from the sale of television airtime in return for a fixed fee or a portion of the related ad sales recognized by the third party. In a typical broadcast station revenue agreement, the licensee of a station makes available, for a fee, airtime on its station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content. Broadcast station revenue is recognized over the life of the contract, when the program is broadcast. The fees that we charge can be fixed or variable and the contracts that the Company enters into are generally short-term in nature. Variable fees are usage/sales-based and recognized as revenue when the subsequent usage occurs. Transaction prices are based on the contract terms, with no material judgments or estimates. Payment Terms We have an unconditional right to receive payment of the amount billed generally within 30 days of the invoice date. Payment terms are expressly stated in our standard terms and conditions. The invoiced amount to be received is recorded in Accounts Receivable on our Consolidated Balance Sheet. F-22 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Disaggregation of Revenues The following table disaggregates the Spectrum segment's revenue by type for the periods indicated (in millions): Years Ended December 31, 2022 2021 Broadcast station $ 19.6 $ 18.6 Network advertising 14.8 18.1 Network distribution 2.8 3.2 Other 1.5 2.1 Total Spectrum segment revenue $ 38.7 $ 42.0 Transaction Price Allocated to Remaining Unsatisfied Performance Obligations As of December 31, 2022, the transaction price allocated to remaining unsatisfied performance obligations consisted of $ 2.5 million of broadcast station revenues of which $ 2.2 million is expected to be recognized within one year and $ 0.3 million is expected to be recognized within the next 2 years. With the shut-down of HC2 Network as of December 31, 2022, the company no longer has any unsatisfied performance obligations related to network advertising or network distribution. 4. Accounts Receivable, Net Accounts receivable, net as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Contracts in progress $ 244.8 $ 226.8 Unbilled retentions 0.2 0.4 Trade receivables 5.9 9.9 Other receivables 4.5 10.6 Allowance for doubtful accounts ( 0.5 ) ( 0.6 ) Total $ 254.9 $ 247.1 5. Inventory Inventory as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Raw materials and consumables $ 15.7 $ 14.3 Work in process 1.2 1.2 Finished goods 2.0 1.5 Total inventory $ 18.9 $ 17.0 6. Investments The carrying values of the Company's investments as of the periods indicated were as follows (in millions): December 31, 2022 Measurement Alternative (1) Equity Method Fair Value Total Common stock $ — $ 3.0 $ — $ 3.0 Preferred stock and fixed maturities — — 4.6 4.6 Put option 11.3 — — 11.3 Investment in securities — 40.6 — 40.6 Total $ 11.3 $ 43.6 $ 4.6 $ 59.5 F-23 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED December 31, 2021 Measurement Alternative (1) Equity Method Fair Value Total Common stock $ — $ 2.1 $ — $ 2.1 Preferred stock and fixed maturities 0.5 2.1 5.4 8.0 Put option 11.3 — — 11.3 Investment in securities — 34.6 — 34.6 Total $ 11.8 $ 38.8 $ 5.4 $ 56.0 (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 . Pansend accounts for MediBeacon's preferred stock as an equity method investment, inclusive of any fixed maturity securities (notes) issued by Pansend to MediBeacon. During the year ended December 31, 2022, Pansend issued MediBeacon a $ 4.5 million 8.0 % convertible note due March 2025, increasing the total outstanding principal to $ 5.0 million. The increase in the net carrying value of the investment from the note was fully offset by additional equity method losses recognized on MediBeacon during the year ended December 31, 2022, and Pansend's net carrying amount of its investment in MediBeacon is zero as of December 31, 2022. Equity Method Investments The Company's equity method investments are comprised of investments in MediBeacon, Triple Ring and HMN. The Company's share of net losses from its equity method investments totaled $ 1.3 million and $ 2.8 million for the years ended December 31, 2022 and 2021, respectively. The Company accounts for its Triple Ring equity method investment results on a one-month lag basis. Subsequent to year end, on March 6, 2023, the Company closed on the sale of its remaining 19 % interest in HMN. Refer to Note 15. Commitments and Contingencies and Note 24. Subsequent Events for additional information on the Company's investment in HMN. The following tables provide combined summarized unaudited financial information for the periods indicated for the Company's equity method investments (in millions): December 31, 2022 2021 Assets $ 786.4 $ 604.5 Liabilities 670.2 481.5 Equity $ 116.2 $ 123.0 Years Ended December 31, 2022 2021 Total revenues $ 672.3 $ 695.9 Gross profit $ 109.6 $ 107.0 Operating income $ 6.4 $ 15.5 Net income $ 5.0 $ 9.4 7. Property, Plant and Equipment, Net Property, plant and equipment, net, ("PP&E") as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Equipment, furniture and fixtures, and software $ 196.0 $ 180.7 Building and leasehold improvements 44.8 43.0 Land 26.1 24.1 Construction in progress 8.4 8.9 Plant and transportation equipment 8.2 8.3 $ 283.5 $ 265.0 Less: Accumulated depreciation 118.5 95.1 Total $ 165.0 $ 169.9 Depreciation expense was $ 25.6 million and $ 25.0 million for the years ended December 31, 2022 and 2021, respectively. These amounts included $ 15.0 million and $ 12.2 million of depreciation expense recognized within cost of revenue for the years ended December 31, 2022 and 2021, respectively. F-24 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED As of December 31, 2022 and December 31, 2021, the net book value of equipment under capital leases included in PP&E was $ 2.1 million and $ 0.2 million, respectively. As of December 31, 2022 and December 31, 2021, the net book value of capitalized internal-use software included in PP&E was $ 35.6 million and $ 32.8 million, respectively. 8. Goodwill and Intangibles, Net On an annual basis, in the fourth quarter, the Company performs its goodwill impairment review in accordance with ASC 350. Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s assessment of a number of factors, including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, and industry and general economic data from third-party sources. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. After considering all quantitative and qualitative factors, the Company has determined that, other than noted below, it is more likely than not that the reporting units' fair values exceed their carrying values as of the assessment date. The Company also considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and its impact on each of the reporting units. Further, the Company assessed the current market capitalization, forecasts and the amount by which the fair values exceeded the carrying values. Goodwill The carrying amounts of goodwill by segment were as follows (in millions): Infrastructure Spectrum Total Balance at December 31, 2020 $ 89.6 $ 21.4 $ 111.0 Acquisition 16.7 — 16.7 Translation ( 0.3 ) — ( 0.3 ) Balance at December 31, 2021 $ 106.0 $ 21.4 $ 127.4 Translation ( 0.3 ) — ( 0.3 ) Balance as of December 31, 2022 $ 105.7 $ 21.4 $ 127.1 Indefinite-lived Intangible Assets The carrying amounts of indefinite-lived intangible assets as of the periods indicated were as follows (in millions): December 31, 2022 2021 FCC licenses $ 106.3 $ 106.5 Total $ 106.3 $ 106.5 For the years ended December 31, 2022 and 2021, the Company recorded impairment charges of $ 0.2 million and $ 0.7 million, respectively, which are reflected in Other operating loss in the Consolidated Statements of Operations. The impairment charges related to non-core FCC licenses which were sold or expired, in order to bring their carrying value equal to the agreed upon sales price prior to the execution of the sale or expiration. The weighted-average period prior to the next renewal for FCC licenses was 6.6 years and 3.0 years as of December 31, 2022 and 2021, respectively, after taking into consideration licenses that were successfully renewed shortly after year-end. While broadcast television licenses are issued for a fixed period of time (generally eight years), renewals of these licenses have occurred routinely and at nominal cost. In addition, the Company does not believe that the expiration or non-renewal of any of our FCC licenses would have a material adverse effect on the expected future cash flows and profitability. F-25 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Definite Lived Intangible Assets The gross carrying amounts and accumulated amortization of definite lived intangible assets by major intangible asset class as of the periods indicated were as follows (in millions): December 31, Weighted-Average Original Useful Life 2022 2021 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 14 years $ 25.4 $ ( 8.0 ) $ 17.4 $ 25.4 $ ( 6.3 ) $ 19.1 Customer relationships and contracts 11 years 87.6 ( 35.4 ) 52.2 87.7 ( 21.6 ) 66.1 Channel sharing arrangements 35 years 12.6 ( 1.4 ) 11.2 12.6 ( 1.1 ) 11.5 Other 12 years 4.1 ( 1.1 ) 3.0 8.5 ( 3.3 ) 5.2 Total $ 129.7 $ ( 45.9 ) $ 83.8 $ 134.2 $ ( 32.3 ) $ 101.9 For the year ended December 31, 2022, the Company recorded impairment charges to definite lived intangible assets of $ 1.5 million, which are reflected in Other operating loss in our Consolidated Statements of Operations. The impairment charges related to the HC2 Network Program License Agreement ("PLA") due to a decline in performance. Amortization expense for definite lived intangible assets was $ 16.6 million and $ 12.6 million for the years ended December 31, 2022 and 2021, respectively, and was included in Depreciation and amortization in our Consolidated Statements of Operations. Amortization Future estimated annual amortization expense for intangible assets as of December 31, 2022 is as follows (in millions): Estimated Amortization 2023 $ 11.1 2024 7.4 2025 7.3 2026 6.9 2027 4.7 Thereafter 46.4 Total $ 83.8 9. Acquisitions Infrastructure Segment Banker Steel Acquisition On May 27, 2021, the Company, through its subsidiary DBMG, closed on a transaction to acquire 100 % of Banker Steel Holdco LLC ("Banker Steel") for $ 145.0 million. 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, which is included in the Company's Infrastructure segment, provides full-service fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market, in addition to full design-assist services. 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 and the valuation was finalized in the fourth quarter of 2021. The 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): F-26 INNOVATE CORP. NOTES TO 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 70.9 Contract assets 22.6 Assets held for sale 0.7 Inventory 5.7 Other current assets 1.7 Property, plant, and equipment, net 58.6 Other assets 40.1 Intangibles, net 60.8 Goodwill 16.7 Total assets to be acquired 287.1 Accounts payable 39.1 Contract liabilities 38.6 Other current liabilities 31.1 Other liabilities 34.2 Long-term debt, less current portion 6.3 Total liabilities to be assumed 149.3 Total net assets acquired $ 137.8 During the 2021 measurement period, adjustments to our acquisition accounting were made to certain amounts. These include updates to accounts receivable based on additional information obtained regarding collectability, values assigned to intangible assets, and additional accrued liabilities. As such, the valuation was finalized during the fourth quarter of 2021. 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 $ 60.8 million assigned to intangibles, including customer relationships of $ 33.8 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 $ 17.6 million with a useful life of 2 years and leasehold interests of $ 2.0 million with varying useful life. Goodwill is not amortized. The portion of goodwill that is deductible for tax purposes is $ 14.0 million. For the year ended December 31, 2021, acquisition costs incurred by DBMG in connection with the acquisition of Banker Steel were $ 2.0 million, which were included in selling, general and administrative expenses. The acquisition costs were primarily related to legal, accounting and valuation services. Results of Operations and Unaudited Supplemental Pro Forma Information The following table presents the results of operations data for the year ended December 31, 2021 for Banker Steel from the date of acquisition (in millions): Year Ended December 31, 2021 Revenue $ 265.9 Income from operations $ 15.5 Net income attributable to INNOVATE $ 8.8 F-27 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The following table presents unaudited consolidated pro forma results of operations data as if the acquisition of Banker Steel had occurred at the beginning of 2021. 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): Year Ended December 31, 2021 Revenue $ 1,402.7 Income from operations $ 0.9 Net loss attributable to INNOVATE $ ( 219.2 ) DBM Global During the year ended December 31, 2021, the Company purchased an additional 53,759 shares of DBM Global, Inc. on the open market, increasing its ownership to approximately 91 % from 89 %. Spectrum Segment During the year ended December 31, 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 77 %, inclusive of approximately 10 % proxy and voting rights from minority holders, from private purchases and proxy voting rights. 10. Discontinued Operations and Exit Activities Sale of CIG The sale of CIG closed on July 1, 2021 to Continental General Holdings LLC ("Continental"), an entity controlled by Michael Gorzynski, a former director of the Company who also serves as executive chairman of Continental since October 2020. Our previous segment incorporating CIG (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 in 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 Insurance segment and sold the business resulting in a $ 200.8 million loss on the sale of CIG in the third quarter of 2021. On September 3, 2022, INNOVATE and Continental entered into a tax cooperation agreement permitting Continental General Insurance Company ("CGIC") to consolidate into INNOVATE's 2021 U.S. tax return for the six-month period INNOVATE owned CGIC, allowing CGIC to shield some of its income tax liability by utilizing a portion of INNOVATE's Net Operating Losses ("NOLs") while also converting a portion of INNOVATE's IRC Sec. 163(j) carryforward assets into NOLs. Refer to Note 14. Income Taxes for additional information regarding income tax attributes. The net tax savings of $ 3.1 million on CGIC's income tax liability was split between CGIC and INNOVATE in accordance with the tax sharing agreement, which was executed on October 11, 2022. INNOVATE recognized a current income tax benefit of $ 3.1 million in the current year and received $ 0.9 million as a result of the tax sharing agreement during the fourth quarter of 2022 and expects to receive the remaining $ 0.4 million in 2023. As CGIC is no longer a subsidiary of INNOVATE, the $ 1.8 million tax benefit received by CGIC from the tax sharing agreement was treated as a deemed contribution, and therefore INNOVATE recognized an additional $ 1.8 million loss related to the previous sale of the subsidiary, through continuing operations. F-28 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Sale of Beyond6 On January 15, 2021, the Company closed on the sale of 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. 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 6.75 % line of credit with MSD PCOF Partners IX, LLC ("Revolving Credit Agreement") and repay $ 27.9 million of the Company's 2021 Senior Secured Notes. Sale of GMSL On February 28, 2020, the Company, through its indirect subsidiary, GMH, in which the Company holds an approximately 73 % controlling interest, sold 100 % of the shares of GMSL to Trafalgar AcquisitionCo, Ltd. and an affiliate of J.F. Lehman & Company, LLC. During the year ended December 31, 2021, the Company recognized a gain of $ 1.2 million as a result of an indemnity release related to the sale of GMSL. Discontinued Operations Reporting The results of Beyond6 and CIG, as well as the gain from GMSL, and the related expenses directly attributable to the entities were reported as discontinued operations. Formerly part of the Marine Services, Telecommunications, and Clean Energy segments, these entities were previously reclassified to the Other segment. Summarized operating results of the discontinued operations as of the periods indicated were as follows (in millions): Years Ended December 31, 2022 2021 Revenue $ — $ 1.7 Life, accident and health earned premiums, net — 55.7 Net investment income — 92.4 Realized/unrealized gains on investments — 5.1 Total revenue — 154.9 Cost of revenue — 0.8 Policy benefits, changes in reserves, and commissions — 126.0 Selling, general and administrative — 21.1 Depreciation and amortization — ( 11.0 ) Income from operations — 18.0 Interest expense — ( 0.5 ) Loss on sale and liquidation of subsidiaries — ( 159.9 ) Other loss — ( 3.1 ) Pre-tax loss from discontinued operations — ( 145.5 ) Income tax expense — ( 4.4 ) Loss from discontinued operations $ — $ ( 149.9 ) Assets Held for Sale As of December 31, 2022 the Company had no assets held for sale, and as of December 31, 2021, the Company had approximately $ 1.5 million of other current assets related to discontinued operations which were classified in Assets held for sale in the Consolidated Balance Sheet. F-29 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Exit Activities - HC2 Network Shut-Down On December 31, 2022, Broadcasting shut-down the operations and broadcasting of the Azteca America network and, during the year ended December 31, 2022, terminated both the PLA and BSA with TV Azteca. HC2 Network did not quality for held-for-sale or discontinued operations as of December 31, 2022 as HC2 Network was not significant to the Company, does not represent a strategic shift and will not have a major effect on the Company's operations and financial results. As a result of the cessation of the Azteca operations, for the year ended December 31, 2022, the Company recognized employee-related termination costs of $ 0.7 million, which are included in Selling, general & administrative, and a net loss of $ 30 thousand which is included in Other (expense) income, net. Restructuring Costs - DBM Global DBMG incurred approximately $ 6.5 million of restructuring costs for the year ended December 31, 2022, which are reflected in Selling, general and administrative in the Consolidated Statements of Operations. These costs relate to a one-time internal project to evaluate and revamp DBMG's internal operations and back-office functions across all departments, including finance & accounting, risk management, human resources, IT and purchasing to improve future state delivery models and reduce redundancy throughout the organization. There are no remaining amounts accrued as of December 31, 2022. 11. Leases Operating lease right-of-use-assets and assets held under finance leases are recognized in the Consolidated Balance Sheets within Other assets and Property, plant and equipment, net, respectively. Operating lease liabilities and finance lease liabilities are recognized in the Consolidated Balance Sheets within Other liabilities and Debt obligations, respectively. As of the dates indicated, lease right-of-use assets and lease liabilities consisted of the following (in millions): December 31, 2022 2021 Right-of-use assets: Operating lease (Other assets) $ 65.8 $ 69.6 Finance lease (Property, plant and equipment, net) 2.1 0.2 Total right-of-use assets $ 67.9 $ 69.8 Lease liabilities: Current portion of operating lease (Other current liabilities) $ 17.1 $ 15.5 Non-current portion of operating lease (Other liabilities) 53.8 58.5 Finance lease (Debt obligations) 2.1 0.1 Total lease liabilities $ 73.0 $ 74.1 The tables below present financial information associated with the Company's leases. The information is presented as of, and for the years ended December 31, 2022 and 2021. The Company has entered into operating and finance lease agreements primarily for land, office space, equipment and vehicles, expiring between 2023 and 2045. For the year ended December 31, 2022, the Company recorded impairment charges to right-of-use assets of $ 0.5 million, which are reflected in Other operating loss, related to FCC licenses impaired. In addition, for the year ended December 31, 2021, the Company recorded an impairment of the right-of-use-assets totaling $ 2.1 million, which is reflected in Other operating loss. For the years ended December 31, 2022 and 2021, the Company recorded short-term lease costs totaling $ 34.8 million and $ 19.2 million, respectively. The Company is expected to incur $ 10.8 million future short-term lease costs for the year ended December 31, 2023. The following table summarizes the components of lease expense for the periods indicated (in millions): Years Ended December 31, 2022 2021 Finance lease cost: Amortization of right-of-use assets $ 0.2 $ 0.8 Interest on lease liabilities 0.1 — Net finance lease cost 0.3 0.8 Operating lease cost 23.5 21.7 Variable lease cost 0.6 0.5 Sublease income ( 0.7 ) ( 0.5 ) Total lease cost $ 23.7 $ 22.5 F-30 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Cash flow information related to leases for the periods indicated is as follows (in millions): Years Ended December 31, 2022 2021 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 $ 0.2 $ 0.7 Operating cash flows from operating leases $ 23.3 $ 21.9 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 2.2 $ 0.1 Operating leases $ 15.0 $ 48.3 The weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases for the periods presented are as follows: Years Ended December 31, 2022 2021 Weighted-average remaining lease term (years) - operating leases 7.5 7.5 Weighted-average remaining lease term (years) - finance leases 1.4 2.3 Weighted-average discount rate - operating leases 5.3 % 5.4 % Weighted-average discount rate - finance leases 5.7 % 4.2 % As of December 31, 2022, undiscounted cash flows for finance and operating leases are as follows (in millions): Operating Leases Finance Leases 2023 $ 20.0 $ 1.8 2024 14.3 0.3 2025 10.8 0.1 2026 7.4 — 2027 5.2 — Thereafter 28.6 — Total future lease payments 86.3 2.2 Less: Present values ( 15.4 ) ( 0.1 ) Total lease liability balance $ 70.9 $ 2.1 In November 2021, INNOVATE Corp. entered into a ten-year lease agreement for a special purpose space in Palm Beach, Florida. The new lease has not yet commenced, but will require future monthly lease payments of approximately $ 0.2 million over the entire lease term and yearly common area maintenance charges of $ 0.6 million, both of which are subject to 3 % annual upward adjustments, with total square footage of 20,950 . The lease also provides for the Company to receive an allowance from the landlord of $ 2.1 million to be used toward costs to design, engineer, install, supply and construct improvements (the "Construction Allowance"), payable at the end of the construction period, of which $ 0.8 million is included in prepaid rent in Other Assets as of December 31, 2022. The future lease payments and remaining unexpended amounts under the allowance are not yet recorded on our Consolidated Balance Sheet. We expect the accounting lease commencement date for this initial portion of the lease for financial reporting purposes to begin in 2024. Subsequent to December 31, 2022, the lease agreement was amended to extend the term of the lease to 15 years and to increase the Construction Allowance to a total of $ 4.4 million. In December 2021, the Company entered into a five-year lease agreement with an option to extend the lease for another five years for office space in West Palm Beach, Florida. The new lease has not commenced yet, but will require future monthly lease payments of approximately $ 0.1 million over the entire lease term, subject to 3 % annual upward adjustment, with total square footage of 15,786 . Other than a $ 0.2 million deposit included in Other Assets, the future lease payments are not yet recorded on our Consolidated Balance Sheets, as the building is still under construction. We expect the accounting lease commencement date for this initial portion of the lease for financial reporting purposes to begin in 2024. F-31 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 12. Other Assets, Accrued Liabilities and Other Liabilities Other assets, which are reflected in non-current assets in the Consolidated Balance Sheets, as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Right-of-use assets $ 65.8 $ 69.6 Restricted cash - non-current 1.5 — Other 4.6 3.7 Total other assets $ 71.9 $ 73.3 For the year ended December 31, 2022, the Company recorded impairment charges to right-of-use assets of $ 0.5 million, which are reflected in Other operating loss, related to FCC licenses impaired. For the year ended December 31, 2021, the Company recorded impairment charges to right-of-use-assets totaling $ 2.1 million, which is reflected in Other operating loss. Refer to Note 8. Goodwill and Intangibles, Net for additional information. Accrued liabilities as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Accrued expenses and other current liabilities $ 18.9 $ 24.5 Accrued payroll and employee benefits 30.8 38.9 Accrued interest 15.3 29.6 Accrued income taxes 0.4 0.4 Total accrued liabilities $ 65.4 $ 93.4 Other liabilities, which are reflected in non-current liabilities in the Consolidated Balance Sheets, as of the periods indicated consisted of the following (in millions): December 31, 2022 2021 Lease liability, net of current portion $ 53.8 $ 58.5 Other 17.4 4.8 Total other liabilities $ 71.2 $ 63.3 As of December 31, 2022 and 2021, there were $ 1.7 million and $ 1.6 million, respectively, of asset retirement obligations ("AROs") included in Other liabilities. Accretion expense relating to these AROs was $ 0.1 million and zero for the years ended December 31, 2022 and 2021, respectively. F-32 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 13. Debt Obligations Debt obligations, including finance lease obligations, as of the periods indicated consisted of the following (in millions): Years Ended December 31, Infrastructure 2022 2021 3.25 % Note due 2026 $ 99.5 $ 107.2 Line of Credit due 2024 (PRIME minus 0.85 % and PRIME minus 1.10 % as of December 31, 2022, and 2021, respectively) 107.7 30.4 4.00 % Note due 2024 15.0 25.0 8.00 % Note due 2024 18.7 19.6 11.00 % Note due 2024 — 6.3 Obligations under finance leases 2.1 0.1 Total Infrastructure $ 243.0 $ 188.6 Spectrum 8.50 % Note due 2024 19.3 — 11.45 % Note due 2024 50.4 — 8.50 % Note due 2022 — 19.3 10.50 % Note due 2022 — 32.9 Total Spectrum $ 69.7 $ 52.2 Life Sciences 18.00 % Note due 2023 10.8 — Total Life Sciences $ 10.8 $ — Non-Operating Corporate 8.50 % Senior Secured Notes, due 2026 330.0 330.0 7.50 % Convertible Senior Notes, due 2026 51.8 51.8 7.50 % Convertible Senior Notes, due 2022 — 3.2 LIBOR plus 5.75 % Line of Credit, due 2024 20.0 5.0 Total Non-Operating Corporate $ 401.8 $ 390.0 Total outstanding principal $ 725.3 $ 630.8 Unamortized issuance discount, issuance premium, and deferred financing costs ( 10.9 ) ( 4.5 ) Less: current portion of debt obligations ( 30.6 ) ( 69.5 ) Debt obligations $ 683.8 $ 556.8 Aggregate finance lease and debt payments, including interest, as of December 31, 2022, were as follows (in millions): Finance Leases Debt Total 2023 $ 1.8 $ 74.9 $ 76.7 2024 0.3 274.5 274.8 2025 0.1 41.8 41.9 2026 — 469.8 469.8 2027 — — — Thereafter — — — Total minimum principal and interest payments 2.2 861.0 863.2 Less: Amount representing interest ( 0.1 ) ( 137.8 ) ( 137.9 ) Total aggregate finance lease and debt payments $ 2.1 $ 723.2 $ 725.3 As of December 31, 2022, the interest rates on finance leases ranged from approximately 2.0 % to 6.0 %. F-33 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Infrastructure In May 2021, DBMG repaid its LIBOR plus 1.50 % revolving line of credit (the "Revolving Line") under the Credit and Security Agreement with Wells Fargo Bank and its term loan due 2023 (the "TCW Loan") under a financing agreement with TCW Asset Management Company LLC. 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 proceeds received in 2021 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 2021 extinguishment of the Revolving Line and the TCW Loan yielded a loss on extinguishment of $ 1.6 million included in Loss on early extinguishment or restructuring of debt in the Consolidated Statements of Operations. The UMB Term Loan expires May 31, 2026 and bears interest at a rate of 3.25 % with an effective interest rate of 3.3 %. Interest is paid monthly. The UMB Revolving Line expires May 31, 2024 and, as of December 31, 2022 and 2021, bore interest at a rate of Prime Rate minus 0.85 % and Prime Rate minus 1.10 %, respectively. Interest is paid monthly. The UMB Revolving Line associated with our Infrastructure segment contains customary restrictive and financial covenants related to debt levels and performance, including a Fixed Coverage Ratio covenant, as defined in the agreement. On August 2, 2022, DBMG negotiated and finalized an amendment to its UMB Revolving Line which included a retrospective change to the terms of the Fixed Coverage Ratio, and an increase in the UMB Revolving Line commitment from $ 110.0 million to $ 135.0 million, among other things. The $ 15.0 million note expires March 31, 2024 and bears interest at a rate of 4.00 %. Interest is paid quarterly. The $ 18.7 million note expires May 27, 2024 and bears interest at a rate of 8.00 %. Interest is paid quarterly. Spectrum On August 30, 2021, 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. On October 21, 2021, Broadcasting entered into the Fifth Omnibus Amendment to Secured Notes, Consent and Second Amendment to Asset Sale Under Secured Notes and Intercreditor Agreement with its lenders, MSD Partners, L.P. and Great American Life Insurance Company, which, among other things, extended the $ 52.2 million of its Senior Secured Notes, due October 21, 2021, through November 30, 2022. Concurrently, Broadcasting completed the last of a series of repurchases of all the outstanding secured notes, inclusive of accrued interest, of DTV America Corporation (“DTV”) for a total consideration of $ 6.2 million using a combination of cash on hand and proceeds from the sales on non-core assets. On October 26, 2021, Broadcasting repurchased the outstanding convertible promissory notes of DTV for a total consideration of $ 0.7 million using proceeds from the sales of non-core assets. Subsequent to these acquisitions, DTV’s debt is held by Broadcasting and eliminated in consolidation. On November 28, 2022, Broadcasting entered into a Sixth Omnibus Amendment to Secured Notes, extending the maturity date of $ 52.2 million of its Senior Secured Notes from November 30, 2022, to December 30, 2022. The terms of the notes were otherwise substantially unchanged. On December 30, 2022, Broadcasting entered into a Seventh Omnibus Amendment to Secured Notes which, among other things, extended the maturity date of $ 52.2 million of its Senior Secured Notes, due December 30, 2022 to May 31, 2024. The $ 52.2 million of Senior Secured Notes consisted of $ 19.3 million of 8.5 % Senior Secured Notes and $ 32.9 million of 10.5 % Senior Secured Notes. The other terms of the $ 19.3 million 8.5 % Senior Notes remained the same. At the time of the extension, HC2 Broadcasting had accrued interest and other fees of $ 6.9 million. The interest rate on the $ 32.9 million 10.5 % Senior Notes was increased to 11.45 % and cumulative accrued interest and exit fees of $ 17.5 million were capitalized into the principal balance with both note extensions accounted for as debt modification events. The new effective interest rates on the notes range from 12.8 % to 19.6 %. All other terms were essentially the same. Total outstanding principal after the refinancing was $ 69.7 million and $ 6.9 million of accrued interest and fees remain accrued, with total exit fees of $ 7.6 million which were recorded as original issue discount with a corresponding liability reflected in Other Liabilities. Interest is capitalized and payable upon maturity of the principal. Concurrently therewith and as part of the consideration for extending the 10.5 % Senior Notes, HC2 Broadcasting amended warrants to purchase 145,825 shares of common stock of HC2 Broadcasting Holdings, Inc. common stock held by the lenders of the 10.5 % Senior Notes by extending the time to exercise such to the second half of 2026 and reducing the exercise price per share (i) from $ 140.00 to $ 0.01 in the case of the certain of the warrants and (ii) from $ 130.00 to $ 0.01 in the case of the remaining warrants. The warrants have a five-year term and are exercisable at any time. The change in the fair value of the warrants was recorded as original issue discount with a corresponding impact reflected in Noncontrolling interest of $ 3.1 million. F-34 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Life Sciences On June 27, 2022, R2 Technologies issued a $ 0.5 million short-term 90 -day 12.0 % bridge financing loan with Lancer Capital, LLC ("Lancer"), a related party, an entity controlled by Avram A. Glazer, the Chairman of INNOVATE's Board of Directors. On July 13, 2022, R2 Technologies entered into a note purchase agreement with Lancer. The note payable bears interest at 12.0 % per annum and was funded in two tranches. The first tranche of $ 5.0 million closed on July 13, 2022, and included the settlement of a $ 0.5 million short-term 90 -day 12.0 % bridge financing loan made on June 27, 2022 by Lancer, and an additional $ 4.5 million in cash. The second tranche of $ 5.0 million closed on August 8, 2022. On December 13, 2022, R2 Technologies closed on an additional $ 0.8 million 18.0 % note with Lancer and also increased the borrowing rate on the existing $ 10.0 million note to 18.0 %. In addition, the maturity date on the $ 10.0 million note, was amended to the earlier of March 31, 2023 or within five business days after the date on which R2 Technologies receives an aggregate $ 20.0 million from the consummation of a debt or equity financing. All other terms were substantially unchanged. Interest is capitalized and payable upon maturity of the principal. Subsequent to year end, on February 15, 2023 and February 28, 2023, R2 Technologies closed on an additional 18 % $ 0.5 million note and an additional 18 % $ 0.4 million with Lancer, respectively. For the year ended December 31, 2022, R2 Technologies recognized interest expense related to the contractual interest coupon with Lancer of $ 0.8 million. Non-Operating Corporate 2026 Senior Secured Notes On February 1, 2021, INNOVATE repaid its 2021 Senior Secured Notes and issued $ 330.0 million aggregate principal amount of 8.50 % senior secured notes due February 1, 2026 (the "2026 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"). 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 7.50 % convertible senior notes due 2022 (the "2022 Convertible Notes"), pursuant to which the Company exchanged such holders' 2022 Convertible Notes for newly issued 7.50 % 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 $ 5.5 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. The 2026 Senior Secured Notes were issued at 100 % of par, with a stated interest rate of 8.50 % and an effective interest rate of 9.26 %, which reflects $ 2.7 million of deferred financing fees. For the years ended December 31, 2022 and 2021, interest expense recognize relating to both the contractual interest coupon and amortization of the deferred financing fees was $ 30.1 million and $ 27.2 million, respectively. 2022 Convertible Notes On June 1, 2022, the 2022 Convertible Notes of $ 3.2 million matured, and the Company repaid the principal and accrued interest upon maturity. For the years ended December 31, 2022 and 2021, interest expense recognized relating to both the contractual interest coupon and amortization of the discount on the 2022 Convertible Notes was $ 0.2 million and $ 0.6 million, respectively. 2026 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 with a stated interest rate of 7.50 %. 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 mature on August 1, 2026 unless earlier converted, redeemed or purchased. The 2026 Convertible Notes have an effective interest rate of 3.21 %, which reflects the initial $ 12.3 million premium and $ 1.1 million of deferred financing fees. 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. As of December 31, 2022, the 2026 Convertible Notes had a net carrying value of $ 59.3 million inclusive of an unamortized premium of $ 8.3 million. Based on the closing price of our common stock of $ 1.87 on December 31, 2022, the if-converted value of the 2026 Convertible Notes did not exceed its principal value. F-35 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED For the years ended December 31, 2022 and 2021, interest expense recognized relating to both the contractual interest coupon and amortization of discount net of premium was $ 1.9 million and $ 1.8 million, respectively. Line of Credit - Revolving Credit Agreement On February 23, 2021, the Company entered into a third amendment (the "Amendment") of the line of credit with MSD PCOF Partners IX, LLC ("Revolving Credit Agreement"). Among other things, the Amendment (i) increased the aggregate principal amount of the Revolving Credit Agreement to $ 20.0 million; (ii) extended the maturity date of the Revolving Credit Amendment to February 23, 2024; (iii) updated 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) reduced the interest rate margin applicable to loans borrowed under the Amended Credit Agreement to 5.75 % from 6.75 %. 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. In July 2022, the Company drew an additional $ 15.0 million under the Revolving Credit Agreement. 2026 Senior Secured Notes Terms and Conditions Maturity . The 2026 Senior Secured Notes mature on February 1, 2026. Interest . The 2026 Senior Secured Notes accrue interest at a rate of 8.50 % per year. Interest on the 2026 Senior Secured Notes is paid semi-annually on February 1 and August 1 of each year. Issue Price . The issue price of the 2026 Senior Secured Notes was 100 % of par. Ranking . The notes and the note guarantees are the Company’s and certain of its direct and indirect domestic subsidiaries’ (the "Subsidiary Guarantors") general senior secured obligations. The notes and the note guarantees will rank: (i) senior in right of payment to all of the Company’s and the Subsidiary Guarantors’ future subordinated debt; (ii) equal in right of payment, subject to the priority of any First-Out Obligations (as defined in the Secured Indenture), with all of the Company’s and the Subsidiary Guarantors’ existing and future senior debt and effectively senior to all of its and the Subsidiary Guarantor’s unsecured debt to the extent of the value of the collateral; and (iii) effectively subordinated to all liabilities of its non-guarantor subsidiaries. The notes and the note guarantees are secured on a first-priority basis by substantially all of the Company’s assets and the assets of the Subsidiary Guarantors, subject to certain exceptions and permitted liens. Collateral . The 2026 Senior Secured Notes are secured by a first priority lien on substantially all of the Company’s assets (except for certain "Excluded Assets," and subject to certain "Permitted Liens," each as defined in the Secured Indenture), including, without limitation: • all equity interests owned by the Company or a Subsidiary Guarantor (which, in the case of any equity interest in a foreign subsidiary, will be limited to 100 % of the non-voting stock (if any) and 65 % of the voting stock of such foreign subsidiary) and the related rights and privileges associated therewith (but excluding Equity Interests of Insurance Subsidiaries (as defined in the Secured Indenture), to the extent the pledge thereof is deemed a "change of control" under applicable insurance regulations); • all equipment, goods and inventory owned by the Company or a Subsidiary Guarantor; • all cash and investment securities owned by the Company or a Subsidiary Guarantor; • all documents, books and records, instruments and chattel paper owned by the Company or a Subsidiary Guarantor; • all general intangibles owned by the Company or a Subsidiary Guarantor; and • any proceeds and supporting obligations thereof. The Secured Indenture permits the Company, under specified circumstances, to incur additional debt in the future that could equally and ratably share in the collateral. The amount of such debt is limited by the covenants contained in the Secured Indenture. Events of Default . The Secured Indenture contains customary events of default which could, subject to certain conditions, cause the 2026 Senior Secured Notes to become immediately due and payable. Restricted Payments. The Secured Indenture contains specific covenants which restrict the Company's ability and the ability of its restricted subsidiaries (as defined in the Secured Indenture) to incur certain additional indebtedness; make certain dividends, distributions, investments and other restricted payments; repay certain debt; sell certain assets; or enter into certain transactions with affiliates. These covenants are subject to a number of exceptions and qualifications. At December 31, 2022, the Company was in compliance with all covenants contained in the 2026 Senior Secured Notes. 2026 Convertible Notes Terms and Conditions Maturity . The 2026 Convertible Notes mature on August 1, 2026 unless earlier converted, redeemed or purchased. Interest . The 2026 Convertible Notes accrue interest at a rate of 7.5 % per year. Interest on the 2026 Convertible Notes is paid semi-annually on February 1 and August 1 of each year. F-36 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Issue Price . The issue price of the 2026 Convertible Notes was 100 % of par. Ranking . The notes are the Company’s general unsecured and unsubordinated obligations and will rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness, and senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated to the notes. The notes will be effectively subordinated to all of the Company’s existing and future secured indebtedness, including the Company’s 2026 Senior Secured Notes, to the extent of the value of the collateral securing that indebtedness, and structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries, including trade credit. Optional Redemption . The Company may not redeem the notes prior to August 1, 2023. On or after August 1, 2023, the Company may redeem for cash all of the notes if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (which need not be consecutive trading days) during any 30 consecutive trading-day period ending within 5 trading days prior to the date on which the Company provides notice of redemption. The redemption price will equal 100 % of the principal amount of the notes being redeemed, plus accrued and unpaid interest, including additional interest, if any, to, but excluding, the redemption date. Conversion Rights . The 2026 Convertible Notes are convertible into shares of the Company’s common stock based on an initial conversion rate of 234.2971 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to a conversion price of approximately $ 4.27 per share of the Company’s common stock), at any time prior to the close of business on the business day immediately preceding the maturity date, in principal amounts of $1,000 or an integral multiple of $1,000 in excess thereof. In addition, following a Make-Whole Fundamental Change (as defined in the Convertible Indenture) or the Company’s delivery of a notice of redemption for the 2026 Convertible Notes, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its 2026 Convertible Notes in connection with (i) such Make-Whole Fundamental Change or (ii) such notice of redemption. However, to comply with certain listing standards of The New York Stock Exchange, the Company will settle in cash its obligation to increase the conversion rate in connection with a Make-Whole Fundamental Change or redemption until it has obtained the requisite stockholder approval. Events of Default . The Convertible Indenture contains customary events of default which could, subject to certain conditions, cause the 2026 Convertible Notes to become immediately due and payable. As of December 31, 2022, the Company was in compliance with all covenants contained in the 2026 Convertible Notes. Revolving Credit Agreement Lender. MSD PCOF Partners IX, LLC (“MSD”) Maturity. The Revolving Credit Agreement matures on February 23, 2024. Ranking. Obligations under the Revolving Credit Agreement constitute a First-Out Debt, as defined in the Secured Indenture, and are secured on a pari passu basis with the 2026 Senior Secured Notes. Collateral: As provided under a Collateral Trust Joinder, the lender was added as a secured party to the Collateral Trust Agreement, and accordingly the pari passu obligations and commitments under the Revolving Credit Agreement are secured equally and ratably by the collateral of the Secured Notes. Any failure to comply with the restrictions in the agreements governing our indentures, or any agreement governing other indebtedness we could incur, may result in an event of default under those agreements. Such default may allow the creditors to accelerate the related debt, which acceleration may trigger cross-acceleration or cross-default provisions in other debt. INNOVATE is in compliance with its debt covenants as of December 31, 2022. F-37 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 14. Income Taxes The provisions expense for income taxes for the years indicated were as follows (in millions): Years Ended December 31, 2022 2021 Current tax expense (benefit) Federal $ ( 2.7 ) $ 0.1 State 2.9 1.8 Foreign ( 0.4 ) 1.8 Net current tax expense (benefit) ( 0.2 ) 3.7 Deferred tax expense (benefit) Federal ( 0.6 ) 0.8 State 0.1 0.2 Foreign 1.6 0.9 Net deferred tax expense 1.1 1.9 Income tax expense $ 0.9 $ 5.6 The US and foreign components of income (loss) from continuing operations before income taxes for the years indicated were as follows (in millions): Years Ended December 31, 2022 2021 US $ ( 45.1 ) $ ( 89.7 ) Foreign 4.0 9.0 Loss from continuing operations before income taxes $ ( 41.1 ) $ ( 80.7 ) For the years indicated, the provisions expense for income taxes differed from the amount computed by applying the federal statutory income tax rate to income (loss) before income taxes due to the following items (in millions): Years Ended December 31, 2022 2021 Tax (benefit) at federal statutory rate $ ( 8.6 ) $ ( 17.0 ) Permanent differences 0.3 0.4 State tax, net of federal benefit 1.0 ( 1.6 ) Foreign rate differential — 0.4 Executive and stock compensation 0.1 0.4 Increase (decrease) in valuation allowance ( 0.7 ) ( 0.6 ) Transaction costs — 0.5 Return to provision 3.2 3.3 Rate change 1.7 20.2 Outside basis difference 4.2 0.9 Other 0.7 1.6 Equity income ( 1.0 ) ( 1.1 ) Derivative — ( 1.8 ) Income tax expense $ 0.9 $ 5.6 Income tax expense of $ 0.9 million for the year ended December 31, 2022 primarily relates to tax expense as calculated under ASC 740 for taxpaying entities, which was partially offset by the net tax savings of $ 3.1 million from the CGIC consolidation in the 2021 tax return, resulting in a partial release of the valuation allowance. Refer to 10. Discontinued Operations and Exit Activities in the Consolidated Financial Statements for additional information. Additionally, the tax benefits associated with losses generated by the INNOVATE Corp. U.S. tax consolidated group 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. Income tax expense of $ 5.6 million for the year ended December 31, 2021 primarily relates to tax expense as calculated under ASC 740 for taxpaying entities. Additionally, the tax benefits associated with losses generated by the INNOVATE Corp. U.S. tax consolidated group 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. F-38 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Deferred income taxes reflect the net income tax effect of temporary differences between the basis of assets and liabilities for financial reporting purposes and for income tax purposes. Net deferred tax balances as of the years indicated were comprised of the following (in millions): December 31, 2022 2021 Net operating loss carryforwards $ 82.5 $ 63.8 Basis difference in fixed assets 0.3 0.7 Deferred compensation 7.2 6.7 Sec. 163(j) carryforward 46.3 58.1 Lease liability 20.5 20.9 Other deferred tax assets 13.3 13.4 Total deferred tax assets 170.1 163.6 Valuation allowance ( 101.6 ) ( 102.8 ) Total net deferred tax assets 68.5 60.8 Basis difference in fixed assets ( 17.5 ) ( 14.1 ) Right of use assets ( 19.1 ) ( 19.8 ) Basis difference in intangibles ( 27.8 ) ( 26.1 ) Other deferred tax liabilities ( 11.5 ) ( 6.9 ) Total deferred tax liabilities ( 75.9 ) ( 66.9 ) Net deferred tax liabilities $ ( 7.4 ) $ ( 6.1 ) Deferred tax assets refer to assets that are attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets in essence represent future savings of taxes that would otherwise be paid in cash. The realization of the deferred tax assets is dependent upon the generation of sufficient future taxable income, including capital gains. If it is determined that the deferred tax assets cannot be realized, a valuation allowance must be established, with a corresponding charge to net income (loss). In accordance with ASC 740, the Company establishes valuation allowances for deferred tax assets that, in its judgment are not more likely-than-not realizable. These judgments are based on projections of future income or loss and other positive and negative evidence by individual tax jurisdiction. Changes in industry and economic conditions and the competitive environment may impact these projections. In accordance with ASC Topic 740, during each reporting period the Company assesses the likelihood that its deferred tax assets will be realized and determines if adjustments to its valuation allowances are appropriate. Management evaluated the need to maintain the valuation allowance against the deferred taxes of the INNOVATE Corp. U.S. consolidated tax group (“the group”) for each of the reporting periods based on the positive and negative evidence available. The objective negative evidence evaluated was the group’s historical operating results over the prior three-year period. The group is in a cumulative three-year loss as of December 31, 2022 which provides negative evidence that is difficult to overcome and would require a substantial amount of objectively verifiable positive evidence of future income to support the realizability of the group’s deferred tax assets. While positive evidence exists by way of unrealized gains in the Company’s investments, management concluded that the negative evidence now outweighs the positive evidence. Thus, it is more likely than not that the group’s US deferred tax assets will not be realized. Valuation allowances have been maintained against deferred tax assets based on losses generated by certain businesses that do not qualify to be included in the INNOVATE Corp. U.S. consolidated income tax return. Generally, consolidation rules under the Internal Revenue Code require consolidation of like-kind entities with an 80% or greater equity ownership, and each individual state or foreign jurisdiction has their own distinct consolidation rules which vary. At December 31, 2022, the Company has gross U.S. net operating loss carryforwards available to reduce future taxable income of the U.S. consolidated group in the amount of $ 226.3 million. The Company expects that approximately $ 162.9 million of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2023. This estimate may change based on changes to actual results reported on the 2022 U.S. tax return. The amount of U.S. net operating loss carryforwards reflected in the financial statements differ from the amounts reported on the U.S. tax return due to uncertain tax positions related to tax laws and regulations that are subject to varied interpretation by the IRS. Additionally, the Company has $ 124.5 million of gross U.S. net operating loss carryforwards from its subsidiaries that do not qualify to be included in the INNOVATE Corp. U.S. consolidated income tax return, including $ 83.8 million from R2, $ 38.3 million from DTV America, and other entities of $ 2.4 million. F-39 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Due to U.S. enacted Public Law 115-97, known informally as the Tax Cuts and Jobs Act (the "TCJA") in 2017, U.S. net operating loss carryforwards in the amount of $ 121.9 million, generated after 2017 have an indefinite carryforward period. U.S. net operating loss carryforwards, in the amount of $ 104.4 million, generated prior to 2018 will expire, if unused, by 2037. Pursuant to the rules under Section 382, the Company concluded that it underwent an ownership change on May 29, 2014 and $ 46.1 million gross U.S. net operating losses recorded in the consolidated financial statements are subject to an annual limitation under IRC Sec. 382 of approximately $ 2.3 million. On November 4, 2015, INNOVATE issued 8.5 million shares of its stock in a primary offering. The Company believes the issuance resulted in a Section 382 ownership change and $ 31.7 million gross U.S. net operating losses recorded in the consolidated financial statements are subject to IRC Sec. 382. The purchase of GrayWolf Industrial on November 30, 2018 triggered a Section 382 ownership change. $ 57.1 million of federal net operating losses acquired are subject to an annual limitation between $ 3.0 million and $ 4.0 million for the first five years beginning in 2019 and $ 1.1 million afterwards. $ 25.4 million of the GrayWolf U.S. net operating losses subject to Section 382 were generated in 2018, and, therefore, they do not expire. Additionally, the Company has $ 11.4 million of acquired U.S. net operating losses from DTV America, which is subject to an annual limitation under Section 382 of the Internal Revenue Code. As of December 31, 2022, the Company had foreign operating loss carryforwards of approximately $ 2.0 million. The Company follows the provision of ASC 740 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 . The Company did not have any unrecognized tax benefits as of December 31, 2022 and 2021 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 $ 58.7 million for uncertain tax positions based on our interpretation of tax laws and regulations that are subject to varied interpretation by the IRS. Below is a tabular reconciliation of the total amount of unrecognized tax benefits as of the years indicated (in millions): Year Ended December 31, 2022 2021 Uncertain tax benefits - January 1 $ 17.6 $ 22.9 Gross decreases - Tax positions in prior period — ( 5.3 ) Uncertain tax benefits - December 31 $ 17.6 $ 17.6 The Company conducts business globally, and as a result, INNOVATE 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. Tax years 2002-2021 remain open for examination. The Company is currently under examination in various domestic and foreign tax jurisdictions. 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. 15. Commitments and Contingencies Unrecorded future minimum purchase commitments as of December 31, 2022 were as follows (in millions): 2023 $ 288.2 2024 3.6 Thereafter — Total commitments $ 291.8 The Company’s future minimum purchase commitments are primarily for materials and subcontractor costs to be used in its construction projects. The amounts are fixed and determinable and do not include variable components. F-40 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 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 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 Consolidated Financial Statements. The Company records a liability in its 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 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 Consolidated Financial Statements. Any legal or other expenses associated with the litigation are accrued for as the expenses are incurred. 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. (“PTGi-ICS Ltd”), received notices from Her Majesty’s Revenue and Customs office in the U.K. ("HMRC") indicating that it was required to pay certain Value-Added Taxes ("VAT") for the 2015 and 2016 tax years. On February 15, 2022, the Upper Tribunal (Tax and Chancery) Chamber (the "Tax Tribunal") found in favor of PTGi-ICS Ltd. HMRC has acknowledged that it will not appeal the Tax Tribunal’s decision and it must pay reasonable legal fees incurred by PTGi-ICS Ltd. On August 1, 2022 ICS received £ 1.1 million (~$ 1.3 million) from HMRC for the VAT refunds previously withheld. ICS is waiting on the repayment of the outstanding interest and costs. The Company is working with HMRC agents to obtain full resolution. 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 (the "Court") against INNOVATE Corp. 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 Court heard argument on the motions to dismiss on January 21, 2022. Ruling from the bench, the Court granted Defendants’ motions to dismiss, in part. The Court dismissed all claims against all individual defendants other than Ronald Yagoda, including all claims against Messrs. Barr, Stahl, Courtis, Leffler, Falcone, Sena, and Voigt. As to the two remaining defendants - INNOVATE Corp. and Yagoda - the Court dismissed all claims regarding: (i) DBMG acting as a guarantor or providing collateral for loans by the Company; (ii) DBMG’s issuance of dividends to its common and preferred stockholders in 2017–2020; (iii) the Company’s appointment of directors to DBMG’s board of directors by written consent in lieu of holding an annual stockholder meeting; and (iv) DBMG’s payments to the Company in 2016 and May 2017 pursuant to a Tax Sharing Agreement between DBMG and the Company. The Company believes the surviving claims in the FVI Amended Complaint relating to (i) DBMG’s payments to the Company after May 2017 pursuant to a Tax Sharing Agreement between DBMG and the Company and (ii) DBMG’s issuance of preferred stock to the Company to finance DBMG’s 2018 acquisition of GrayWolf Industrial are without merit. Discovery on the two remaining claims is underway. On December 23, 2022, the parties entered into a Joint Stipulation and Proposed Scheduling Order which, among other things, scheduled the trial date for March 12-14, 2024. On March 1, 2023, FVI's counsel filed a Motion to Withdraw and Temporarily Stay Proceedings, which motion was granted on March 9, 2023. The Court ordered a 30 -day stay of the proceedings to allow FVI to engage new counsel. The Company intends to vigorously defend this litigation. F-41 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 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 Philip 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. Defendants moved to dismiss the amended complaint in its entirety on August 25, 2021, and the parties completed briefing on the motions to dismiss on November 10, 2021. The Court heard argument on the motions to dismiss on March 29, 2022. On June 28, 2022, the Court requested that the parties submit supplemental briefing on the motions to dismiss by July 20, 2022. The parties completed the supplemental briefing on July 20, 2022. On October 28, 2022, the Court issued a Memorandum Opinion on Defendants’ motion to dismiss the Complaint. First, the Court dismissed all claims against Continental General Insurance Corporation for lack of personal jurisdiction. Second, the Court dismissed all claims the stockholder plaintiffs purported to assert directly. Third, the Court dismissed as time-barred all claims challenging conduct that occurred before March 15, 2018, including claims challenging (i) the November 2017 acquisition of Azteca America by INNOVATE; (ii) INNOVATE’s purported usurpation of the so-called “DTV Cast” technology; and (iii) the WFWC-CD Station acquisition. Fourth, the Court dismissed claims associated with the INNOVATE Entities’ purported purchases of unidentified broadcasting stations. Fifth, the Court dismissed all claims challenging the Expense Sharing Agreement, and the Right to Use Agreement between INNOVATE and DTV, and certain Stock-Based Compensation Agreements. Sixth, the Court dismissed the aiding and abetting claim against the INNOVATE Entities. Seventh, the Court dismissed the civil conspiracy claim as to all defendants. Lastly, the Court dismissed the option-holders’ claim for tortious interference with prospective business opportunities. Thus, after the Court issued its October 28, 2022 Memorandum Opinion, the only claims to survive Defendants’ motion to dismiss are (i) a derivative claim against the INNOVATE Entities (other than Continental General), Levi, and Falcone for breach of fiduciary duty in connection with the $ 0.1 million Frank Digital acquisition; (ii) a derivative claim for breach of fiduciary duty against the INNOVATE Entities (other than Continental General), in their capacities as DTV’s controlling stockholders, relating to the sale of six licenses (for less than $ 0.5 million) in connection with the Gray Media sale; (iii) a derivative claim for breach of fiduciary duty against the INNOVATE Entities (other than Continental General) and Levi in connection with the transfer of licenses ultimately sold to TV-49 for $ 0.1 million; and (iv) a derivative claim for waste against Levi and Falcone in connection with the sale of two stations to Lowcountry, which Lowcountry later sold for $ 0.2 million and $ 0.4 million, respectively. The Company believes these remaining claims are without merit, and the Company intends to vigorously defend this litigation. Marin Hospital Replacement Litigation On October 20, 2022, McCarthy Building Companies, Inc. (“McCarthy”) filed suit against Schuff Steel Company (“Schuff”), a subsidiary of DBMG, and Quality Assurance Engineering, Inc. dba Consolidated Engineering Laboratories (“CEL”) in the Superior Court of the State of California for the County of Marin, styled McCarthy Building Companies, Inc. v. Schuff Steel Company; Quality Engineering, Inc. dba Consolidated Engineering Laboratories, et al., Case No. CIV2203963 (the “Action”). In the Action, McCarthy alleges damages and delays caused by alleged failures in fabrication, erection, welding, and quality control by Schuff and improper quality assurance responsibilities by CEL on the Marin General Hospital Replacement Building (the “Project”). McCarthy asserts claims against Schuff for breach of contract, express indemnity, breach of express warranties, negligence, equitable implied indemnity, breach of implied warranties, and declaratory relief. On February 13, 2023. Schuff filed its response denying liability to McCarthy and asserting a Cross-Complaint against McCarthy, and other companies involved in the design, construction, and quality assurance, who potentially are liable for damages and delays alleged by McCarthy on the Project. In the Cross-Complaint, Schuff asserts claims for breach of contract, violation of statute, equitable indemnity apportionment, and contribution and express indemnity (the “Cross-Complaint”). Schuff intends to vigorously defend this Action and aggressively pursue the Cross-Complaint and cannot reasonably estimate any range of potential loss at this time. F-42 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Other Commitments and Contingencies Letters of Credit and Performance Bonds As of December 31, 2022, DBMG had outstanding letters of credit of $ 2.6 million under credit and security agreements and performance bonds of $ 956.6 million. As of December 31, 2021, DBM had outstanding letters of credit of $ 13.5 million under credit and security agreements and performance bonds of $ 900.8 million. DBMG’s contract arrangements with customers sometimes require DBMG to provide performance bonds to partially secure its obligations under its contracts. Bonding requirements typically arise in connection with private contracts and sometimes with respect to certain public work projects. DBMG’s performance bonds are obtained through surety companies and typically cover the entire project price. HMN Equity Interest On October 30, 2019, the Company announced the sale of its New Saxon 2019 Limited (“New Saxon”) stake in HMN, its 49 % joint venture with Huawei Technologies Co., Ltd., to Hengtong Optic-Electric Co Ltd ("Hengtong"). Under the terms of the agreement, the sale of New Saxon’s 49 % interest in HMN will be affected in two tranches. The first tranche, 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. On June 24, 2022, New Saxon entered into a supplemental agreement for the outright sale of its remaining 19 % interest in HMN, which also changed the buyers from a Hong Kong entity to three Chinese entities. The new agreement preserved the rights under the original put option agreement, giving the Company the ability to exercise the put option if the transaction did not close by October 31, 2022. The significant terms and structure of the transaction did not otherwise change, and the transaction still required cash settlement. Subsequent to December 31, 2022, the transaction received final regulatory approvals in China, and the transaction closed on March 6, 2023. Refer to Note 24. Subsequent Events for additional information. Concentrations of Credit Risk and of Significant Suppliers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, and accounts receivable. The Company maintains all cash and cash equivalents at accredited financial institutions, in amounts that exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company holds $ 3.2 million and $ 4.7 million cash in foreign accounts as of December 31, 2022 and 2021, respectively. The Company attempts to minimize the risks related to cash and cash equivalents by investing in a range of financial instruments as defined by the Company. Concentrations of credit risk with respect to accounts receivable are limited by the large number of customers comprising the Company's customer base and their geographic and business dispersion. The Company performs ongoing credit evaluations of the customers' financial condition and generally does not require collateral to support customer receivables. For the years ended December 31, 2022, one customer exceeded 10% of the Company's revenue and accounted for approximately 23.8 % and one customer accounted for more than 10% of accounts receivable for approximately 11.5 %. For the fiscal year ended December 31, 2021, one customer exceeded 10% of the Company's revenue and accounted for approximately 13.9 % and no customers accounted for more than 10% of accounts receivable. For the year ended December 31, 2022, one supplier accounted for more than 10% of the Company's accounts payable for approximately 17.5 %. For the fiscal year ended December 31, 2021, one supplier accounted for more than 10% of the Company's accounts payable for approximately 15.1 %. 16. Employee Retirement Plans 401(k) Plans The Company and various subsidiaries maintain 401(k) retirement savings plans which cover eligible employees, including for certain, union steelworkers, and permits participants to contribute to the plans, subject to Internal Revenue Code restrictions and which features matching contributions of various percentages of the first 1 % to 5 % of employee annual salary contributions, depending on the subsidiary. The Company made aggregate matching contributions of $ 2.9 million and $ 2.2 million for the years ended December 31, 2022 and 2021, respectively. F-43 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Multi-Employer Plans Certain of the Company's Infrastructure segment workforce are subject to collective bargaining agreements. The Company contributes to union-sponsored, multi-employer pension plans. Contributions are made in accordance with negotiated labor contracts. The passage of the Multi-Employer Pension Plan Amendments Act of 1980 (the Act) may, under certain circumstances, cause the Company to become subject to liabilities in excess of contributions made under collective bargaining agreements. Generally, liabilities are contingent upon termination, withdrawal, or partial withdrawal from the plans. Under the Act, liabilities would be based upon the Company's proportionate share of each plan's unfunded vested benefits. The Company made contributions to various multi-employer pension plans totaling $ 35.0 million and $ 17.7 million during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, most of the Infrastructure segment's collective bargaining agreements are subject to automatic annual or other renewal unless either party elects to terminate the agreement on the scheduled expiration date. 17. Share-based Compensation On April 11, 2014, INNOVATE’s Board of Directors adopted the INNOVATE Corp. Omnibus Equity Award Plan (the "2014 Plan"), which was originally approved at the annual meeting of stockholders held on June 12, 2014. On April 21, 2017, the Board of Directors, subject to stockholder approval, adopted the Amended and Restated 2014 Omnibus Equity Award Plan (the "Restated 2014 Plan"). The Restated 2014 Plan was approved by INNOVATE's stockholders at the annual meeting of stockholders held on June 14, 2017. Subject to adjustment as provided in the Restated 2014 Plan, the Restated 2014 Plan authorized the issuance of 3,500,000 shares of common stock of INNOVATE, plus any shares that again become available for awards under the 2014 Plan, plus any shares that again become available for awards under the Restated 2014 Plan. On April 20, 2018, the Board of Directors, subject to stockholder approval, adopted the Second Amended and Restated 2014 Omnibus Equity Award Plan (the "Second A&R 2014 Plan"). The Second A&R 2014 Plan was approved by INNOVATE's stockholders at the annual meeting of stockholders held on June 13, 2018. Subject to adjustment as provided in the Second A&R 2014 Plan, the Second A&R 2014 Plan authorized the issuance of up to 3,500,000 shares of common stock of INNOVATE, plus any shares that again become available for awards under the 2014 Plan or the Restated 2014 Plan. As of December 31, 2022, 1.0 million shares for awards remain available for issuance under Second A&R 2014 Plan. The Second A&R 2014 Plan provides that no further awards will be granted pursuant to the 2014 Plan or the Restated 2014 Plan. However, awards previously granted under either the 2014 Plan or the Amended 2014 Plan will continue to be subject to and governed by the terms of the 2014 Plan and Amended 2014 Plan, respectively. The Compensation Committee of INNOVATE's Board of Directors administers the 2014 Plan, the Amended 2014 Plan and the Second A&R 2014 Plan and has broad authority to administer, construe and interpret the plans. The Second A&R 2014 Plan provides for the grant of awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock based awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. The Company typically issues new shares of common stock upon the exercise of stock options, as opposed to using treasury shares. The Company follows guidance which addresses the accounting for share-based payment transactions whereby an entity receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The guidance generally requires that such transactions be accounted for using a fair-value based method and share-based compensation expense be recorded, based on the grant date fair value, estimated in accordance with the guidance, for all new and unvested stock awards that are ultimately expected to vest as the requisite service is rendered. Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $ 2.4 million for both the years ended December 31, 2022 and 2021. All grants are time based and vest either immediately or over a period established at grant, typically with a requisite service period of two to three years for the employee to vest in the stock-based award, subject to discretion by Compensation Committee of the Board of Directors. There are no other substantive conditions for vesting. The Company recognizes compensation expense for equity awards, reduced by actual forfeitures as they are incurred, using the straight-line basis. F-44 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Restricted Stock A summary of INNOVATE’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2020 628,433 $ 3.93 Granted 593,458 $ 3.81 Vested ( 514,543 ) $ 3.89 Forfeited ( 151,469 ) $ 4.13 Unvested - December 31, 2021 555,879 $ 3.79 Granted 1,031,611 $ 2.41 Vested ( 400,395 ) $ 3.77 Forfeited ( 45,289 ) $ 3.68 Unvested - December 31, 2022 1,141,806 $ 2.56 The aggregate vesting date fair value of the restricted stock awards which vested during the years ended December 31, 2022 and 2021 was $ 0.9 million and $ 2.0 million, respectively. As of December 31, 2022, the total unrecognized stock-based compensation expense related to unvested restricted stock awards was $ 2.0 million and is expected to be recognized over the remaining weighted average period of 1.8 years. Stock Options A summary of INNOVATE’s stock option activity is as follows: Shares Weighted Average Exercise Price Outstanding - December 31, 2020 4,739,858 $ 5.13 Expired ( 23,999 ) $ 5.31 Outstanding - December 31, 2021 4,715,859 $ 5.13 Granted 280,791 $ 3.25 Expired ( 1,500 ) $ 4.06 Outstanding and exercisable - December 31, 2022 4,995,150 $ 5.02 The weighted-average grant-date fair value of the stock options granted during the year ended December 31, 2022 was $ 1.47 . As of December 31, 2022, the intrinsic value and weighted-average remaining life of the Company's outstanding and exercisable stock options were zero and approximately 1.8 years, respectively. The maximum contractual term of the Company's exercisable stock options is approximately 10 years. As of December 31, 2022, there were no unvested stock options and no unrecognized stock-based compensation expenses related to unvested stock options. 18. Temporary Equity and Equity Preferred Shares The Company’s preferred shares authorized, issued and outstanding consisted of the following: December 31, 2022 2021 Preferred shares authorized, $ 0.001 par value 20,000,000 20,000,000 Series A-3 shares issued and outstanding 6,125 6,125 Series A-4 shares issued and outstanding 10,000 10,000 F-45 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Preferred Share Activity Series A Shares CGI Purchase In December 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. Refer to Note 10. Discontinued Operations and Exit Activities 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 year ended December 31, 2021, 119,784 and 13,477 shares of the Company's common stock were issued to Luxor and Corrib, respectively, in conjunction with the conversion agreements. The fair value of the Additional Share Consideration for the year ended December 31, 2021 was valued by the Company at $ 0.3 million and was recorded within Preferred stock and deemed dividends from conversion line item of the 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. 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. F-46 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Series A-3 and A-4 Share Issuance and Conversion On July 1, 2021 (the "Exchange Date") 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 and was eliminated in consolidation prior to the sale of the Insurance segment on July 1, 2021. Per the Exchange Agreement, INNOVATE exchanged 6,125 shares of the Series A and 10,000 shares of the 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 Consolidated Balance Sheet with a combined redemption value of $ 16.1 million with a current fair value as of December 31, 2022 of $ 17.6 million. Dividends. The Series A-3 and Series A-4 Preferred Stock accrue a cumulative quarterly cash dividend at an annualized rate of 7.50 %. The accrued values of the Series A-3 and Series A-4 Preferred Stock 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. Subsequent Measurement. The Company has elected to account for the Series A-3 and Series A-4 Preferred Stock by immediately recognizing changes in the redemption value as they occur. The carrying value of the Series A-3 and Series A-4 Preferred Stock will be adjusted to equal what the redemption amount would be as if the redemption were to occur at the end of the reporting period as if it were also the redemption date for the Series A-3 and Series A-4 Preferred Stock. Any cash dividends paid will directly reduce the carrying value of the Series A-3 and Series A-4 Preferred Stock until the carrying value equals the redemption value. The Company has a history of paying dividends on its preferred stock and expects to continue to pay such dividends each quarter. 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, May 29, 2014, 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. 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. F-47 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 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 Series A-3 Preferred Stock and Series A-4 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. As of December 31, 2022, Series A-3 Preferred Stock and Series A-4 Preferred Stock were convertible into 1,740,700 and 1,875,533 shares, respectively, of INNOVATE's common stock. Preferred Share Dividends During the years ended December 31, 2022 and 2021, 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 CGIC 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): 2022 Declaration Date March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Holders of Record Date March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Payment Date April 15, 2022 July 15, 2022 October 15, 2022 January 15, 2023 Total Dividend $ 0.3 $ 0.3 $ 0.3 $ 0.3 2021 Declaration Date March 31, 2021 May 29, 2021 September 30, 2021 December 31, 2021 Holders of Record Date March 31, 2021 May 29, 2021 September 30, 2021 December 31, 2021 Payment Date April 15, 2021 June 4, 2021 October 15, 2021 January 15, 2022 Total Dividend $ 0.2 $ 0.1 $ 0.3 $ 0.3 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 resulted 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 Consolidated Balance Sheet. As of December 31, 2022, there are 41,820.25 shares of DBMGi's Series A Preferred Stock outstanding and 500,000 shares with a par value of $ 0.001 each are authorized for issuance. 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. F-48 INNOVATE CORP. NOTES TO 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. Subsequent to the transition away from LIBOR beginning in 2023, the Certificate of Designation allows for a LIBOR Successor Rate, which allows the Company to reasonably determine an alternate benchmark rate (including any mathematical or other adjustments to the benchmarks (if any) incorporated therein) giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks. Subsequent Measurement. The DBMGi Series A Preferred Stock is measured each reporting period at its maximum redemption value, which is equal to the stated value plus all accrued, accumulated and unpaid dividends as of the end of each reporting period as they are currently redeemable. The Company pays accrued dividends quarterly in cash (with an option to PIK), and the Company does not expect to make any subsequent measurement adjustments recorded to the initial carrying amount. As such no accretion will be recognized until future dividend payments would otherwise reduce the carrying value below its redemption value. In such a case, the Company will adjust the carrying value to its maximum redemption amount. During the years ending December 31, 2022 and 2021, DBMGi's Board of Directors declared dividends with respect to DBMGi’s issued and outstanding Preferred Stock, as presented in the following tables (in millions): 2022 Declaration Date March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Holders of Record Date March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Payment Date April 15, 2022 July 15, 2022 October 15, 2022 January 15, 2023 Total Dividend* $ 0.9 $ 0.9 $ 0.9 $ 0.9 *The dividends paid on April 15, 2022, October 15, 2022 and January 15, 2023 were paid in cash. The DBMGi Board of Directors elected to pay the second quarter dividend payable July 15, 2022 in shares. 2021 Declaration Date September 30, 2021 December 31, 2021 Holders of Record Date September 30, 2021 December 31, 2021 Payment Date October 15, 2021 January 15, 2022 Total Dividend $ 0.8 $ 0.9 The 2021 dividends were paid in cash. Stockholders’ Rights Agreement - Tax Benefits Preservation Plan On August 30, 2021, the Company entered into a Tax Benefits Preservation Plan (the “Preservation Plan”) between the Company and Computershare Trust Company, N.A., as Rights Agent. The Preservation Plan is designed to 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”). If any person or group acquires 4.9 % or more of the outstanding shares of the Company's Common Stock (subject to certain exceptions), there would be a triggering event under the Preservation Plan which could result in significant dilution in the ownership interest of such person or group. As such, the Preservation Plan has anti-takeover effects. In connection with the adoption of the Preservation Plan, the Company disclosed that given the change-over in the Company’s stock over the past several years, the Company was approaching the risk of losing its Tax Benefits. Pursuant to Preservation Plan, 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. F-49 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 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 March 31, 2023 (as extended in June 2022 from August 30, 2022 to March 31, 2023) 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 March 31, 2023 (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 or extended by the Company's shareholders (to no later than 11:59 p.m. (New York City time) on August 30, 2024), the Tax Benefits Preservation Plan will terminate on March 31, 2023. 19. Related Parties Non-Operating Corporate 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, a company controlled by INNOVATE's former CEO and 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 Consolidated Balance Sheets. During the year ended December 31, 2021, and subsequent to the sale of CGIC on July 1, 2021, to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a former director of the Company until June 17, 2022 and who has also served as executive chairman of Continental since October 2020, INNOVATE's Board of Directors declared cash dividends of $ 0.6 million to CGIC with respect to INNOVATE’s issued and outstanding Preferred Stock, and DBMGi's Board of Directors declared cash dividends of $ 1.7 million to CGIC with respect to DBMGi’s issued and outstanding Preferred Stock. 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 $ 0.1 million. For the years ended December 31, 2022 and 2021, DBMG incurred lease expense of $ 97 thousand and $ 55 thousand, respectively. Banker Steel has leased one plane from Banker Aviation LLC, a related party that is owned by Donald Banker, with monthly lease payments of $ 0.1 million and a total lease liability of $ 1.2 million. During the first quarter 2022, one of the two plane leases was terminated. For the years ended December 31, 2022 and 2021, DBMG incurred lease expense related to these leases of $ 1.3 million and $ 1.0 million, respectively. Banker Steel also had a subordinated 11.0 % note payable of $ 6.3 million to Donald Banker, a related party, which was redeemed in full by DBMG on April 4, 2022. For the years ended December 31, 2022 and 2021, DBMG incurred interest expense related to this note, of $ 0.2 million and $ 0.4 million, respectively. Refer to Note 13. Debt Obligations for additional information. Life Sciences On June 27, 2022, R2 Technologies issued a $ 0.5 million short-term 90 -day 12.0 % bridge financing loan with Lancer Capital, LLC ("Lancer"), a related party, an entity controlled by Avram A. Glazer, Chairman of the Board of Directors of INNOVATE. On July 13, 2022, R2 Technologies entered into a $ 10.0 million note purchase agreement with Lancer. The note payable bears interest at 12.0 % per annum, and was funded in two tranches. The first tranche of $ 5.0 million closed on July 13, 2022, and included the settlement of the $ 0.5 million short-term 90 -day 12.0 % bridge financing loan made on June 27, 2022 by Lancer, and an additional $ 4.5 million in cash. The second tranche of $ 5.0 million closed on August 8, 2022. On December 13, 2022, R2 Technologies closed on an additional $ 0.8 million 18.0 % note with Lancer and also increased the borrowing rate on the existing $ 10.0 million note to 18.0 %. In addition, the maturity date on the existing $ 10.0 million note, was amended to the earlier of March 31, 2023 or within five business days after the date on which R2 Technologies receives an aggregate $ 20.0 million from the consummation of a debt or equity financing. For the year ended December 31, 2022, R2 Technologies recognized interest expense of $ 0.8 million related to the notes with Lancer. Subsequent to year end, on February 15, 2023 and February 28, 2023, R2 Technologies closed on an additional 18 % $ 0.5 million and an additional 18 % $ 0.4 million note with Lancer, respectively. For the years ended December 31, 2022 and 2021, R2 Technologies recognized revenues of $ 3.0 million and $ 0.1 million, respectively, from sales to a subsidiary of Huadong, a related party of R2 Technologies. The related accounts receivable totaled $ 0.6 million and zero , as of December 31, 2022 and 2021, respectively. F-50 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED For both the years ended December 31, 2022 and 2021, R2 Technologies incurred approximately $ 0.4 million of stock compensation and royalty expenses that were paid to Blossom Innovations, LLC, an investor and a related party of R2 Technologies. During the year ended December 31, 2021, R2 Technologies paid $ 0.4 million of a milestone payment to Blossom Innovations, LLC. 20. Operating Segments and Related Information The Company currently has one primary reportable geographic segment - United States and primarily all revenue is derived in the 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 on consolidation. The Company's revenue concentrations of 10% and greater for the periods indicated were as follows: Years Ended December 31, Segment 2022 2021 Customer A Infrastructure 23.8 % 13.9 % Summarized financial information with respect to the Company’s operating segments for the periods indicated is as follows (in millions): Years Ended December 31, 2022 2021 Revenue Infrastructure $ 1,594.3 $ 1,159.7 Life Sciences 4.3 3.5 Spectrum 38.7 42.0 Total revenue $ 1,637.3 $ 1,205.2 Years Ended December 31, 2022 2021 Income (loss) from operations Infrastructure $ 57.5 $ 35.2 Life Sciences ( 20.1 ) ( 19.9 ) Spectrum ( 3.8 ) ( 0.8 ) Other ( 0.6 ) ( 2.0 ) Non-operating Corporate ( 19.6 ) ( 23.1 ) Total income (loss) from operations $ 13.4 $ ( 10.6 ) Years Ended December 31, Reconciliation of the consolidated segment income (loss) from operating consolidated loss from continuing operations before income taxes 2022 2021 Income (loss) from operations $ 13.4 $ ( 10.6 ) Interest expense ( 52.0 ) ( 59.1 ) Loss on extinguishment of debt — ( 12.5 ) Loss from equity investees ( 1.3 ) ( 2.8 ) Other (expense) income, net ( 1.2 ) 4.3 Loss from continuing operations before income taxes $ ( 41.1 ) $ ( 80.7 ) F-51 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Years Ended December 31, 2022 2021 Depreciation and Amortization Infrastructure $ 21.0 $ 19.1 Infrastructure recognized within cost of revenue 15.0 12.2 Total Infrastructure 36.0 31.3 Life Sciences 0.3 0.2 Spectrum 5.8 6.0 Non-operating Corporate 0.1 0.1 Total depreciation and amortization $ 42.2 $ 37.6 Years Ended December 31, 2022 2021 Capital Expenditures (*) Infrastructure $ 16.5 $ 18.3 Life Sciences 0.8 0.5 Spectrum 3.3 5.3 Non-operating Corporate 0.1 — Total $ 20.7 $ 24.1 (*) The above capital expenditures exclude assets acquired under capital lease and other financing obligations. December 31, 2022 2021 Investments Infrastructure $ — $ 0.7 Life Sciences 7.6 10.2 Other 51.9 45.1 Total $ 59.5 $ 56.0 December 31, 2022 2021 Equity Method Investments (included in Investments above) Infrastructure $ — $ 0.7 Life Sciences 3.0 4.2 Other 40.6 33.9 Total $ 43.6 $ 38.8 December 31, 2022 2021 Total Assets Infrastructure $ 879.3 $ 786.4 Life Sciences 15.4 22.0 Spectrum 188.2 198.9 Other 53.6 48.0 Non-operating Corporate 15.2 25.3 Total $ 1,151.7 $ 1,080.6 21. Basic and Diluted 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; however, they do not participate in losses and as such are excluded from the computation of basic earnings (loss) per share during periods of net losses. The dilutive effect, if applicable, of stock options and their equivalents (including non-vested stock issued under stock-based compensation plans), is computed using the "if-converted method" if this measurement is determined to be more dilutive between the two available methods in a period. F-52 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The Company had no dilutive common share equivalents during the years ended December 31, 2022 and 2021 due to results from continuing operations being a loss, net of tax. As of December 31, 2022, 868,104 common stock equivalents from unvested restricted stocks were excluded from the weighted average number of shares used to calculate diluted loss per share as their inclusion would have been anti-dilutive. Other instruments that may, in the future, if the average market price of the Company's stock exceeds the conversion prices, have a dilutive effect on earnings per share, but were excluded from the computation of diluted net loss per share for the years ended December 31, 2022 and 2021 are: preferred stock, convertible debt and stock options. The following table presents a reconciliation of net loss used in the basic and diluted EPS calculations (in millions, except per share amounts): Years Ended December 31, 2022 2021 Loss from continuing operations $ ( 42.0 ) $ ( 86.3 ) Loss from continuing operations attributable to noncontrolling interest and redeemable noncontrolling interest 6.1 7.8 Loss from continuing operations attributable to INNOVATE Corp. ( 35.9 ) ( 78.5 ) Less: Preferred dividends and deemed dividends from conversions 4.9 2.2 Loss from continuing operations attributable to INNOVATE common stockholders ( 40.8 ) ( 80.7 ) Loss from discontinued operations — ( 149.9 ) Loss from discontinued operations attributable to noncontrolling interest and redeemable noncontrolling interest — 0.9 Loss from discontinued operations, net of tax and noncontrolling interest — ( 149.0 ) Net loss attributable to common stockholders $ ( 40.8 ) $ ( 229.7 ) Numerator for loss per share - basic and diluted Net loss from continuing operations attributable to common stock $ ( 40.8 ) $ ( 80.7 ) Net loss from discontinued operations attributable to common stock — ( 149.0 ) Net loss attributable to common stock - basic and diluted $ ( 40.8 ) $ ( 229.7 ) Denominator for basic and dilutive loss per share Weighted average common shares outstanding 77.5 77.1 Loss per share - continuing operations - basic and diluted $ ( 0.53 ) $ ( 1.05 ) Loss per share - discontinued operations - basic and diluted $ — $ ( 1.93 ) Loss per share - basic and diluted $ ( 0.53 ) $ ( 2.98 ) 22. Fair Value of Financial Instruments 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 and restricted cash, accounts receivable and contract assets, accounts payable, contract liabilities and other current liabilities, and other assets and liabilities that approximate fair value due to relatively short periods to maturity (in millions): December 31, 2022 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) $ 712.3 $ 643.0 $ — $ 643.0 $ — Total liabilities not accounted for at fair value $ 712.3 $ 643.0 $ — $ 643.0 $ — F-53 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED December 31, 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) $ 626.3 $ 648.2 $ — $ 648.2 $ — Total liabilities not accounted for at fair value $ 626.3 $ 648.2 $ — $ 648.2 $ — (1) Excludes operating lease obligations accounted for under ASC 842, Leases . Debt Obligations. The fair value of the Company’s long-term obligations was determined using reporting from Citadel Securities. The methodology combines direct market observations from contributed sources with quantitative pricing models to generate evaluated prices and classified as Level 2. 23. Supplementary Financial Information Other (Expense) Income, net The following table provides information relating to Other (expense) income, net for the periods indicated (in millions): Years Ended December 31, 2022 2021 (Loss) on embedded derivatives $ — $ ( 0.7 ) Other (expense) income, net ( 1.2 ) 5.0 Total $ ( 1.2 ) $ 4.3 Supplemental Cash Flow Information The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows for the periods indicated (in millions): Years Ended December 31, 2022 2021 Cash and cash equivalents, beginning of period $ 45.5 $ 43.8 Restricted cash 2.0 1.5 Restricted cash included in other assets (non-current) — — Total cash, cash equivalents and restricted cash $ 47.5 $ 45.3 Cash and cash equivalents, end of period $ 80.4 $ 45.5 Restricted cash 0.3 2.0 Restricted cash included in other assets (non-current) 1.5 — Total cash and cash equivalents and restricted cash $ 82.2 $ 47.5 Cash and cash equivalents classified in Assets held for sale, beginning of period $ — $ 195.2 Restricted cash classified in Assets held for sale — 0.2 Total cash and cash equivalents and restricted cash classified in Assets held for sale $ — $ 195.4 Supplemental cash flow information: Cash paid for interest $ 42.5 $ 32.6 Cash paid for taxes, net of refunds $ 5.9 $ 5.4 Non-cash investing and financing activities: Property, plant and equipment included in accounts payable $ 0.4 $ 1.4 Issuance of preferred stock $ 0.9 $ 19.1 Accrued interest and fees capitalized into principal debt $ 17.5 $ — 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 F-54 INNOVATE CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 24. Subsequent Events On March 6, 2023, the Company closed on the sale of its remaining 19 % interest in HMN to subsidiaries and an affiliate of Hengtong Optic-Electric Co Ltd. The sale was consummated pursuant to the terms of a supplemental agreement entered into by the parties in June 2022. After taxes and transaction fees, INNOVATE received approximately $ 32 million in cash. F-55