Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 29, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35210 | ||
Entity Registrant Name | INNOVATE CORP. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 54-1708481 | ||
Entity Address, Address Line One | 295 Madison Ave. | ||
Entity Address, Address Line Two | 12th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 212 | ||
Local Phone Number | 235-2691 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 86.3 | ||
Entity Common Stock, Shares Outstanding | 79,234,991 | ||
Documents Incorporated by Reference | The registrant's definitive Proxy Statement to be to be filed with the Securities and Exchange Commission pursuant to Regulation 14A for the 2024 Annual Meeting of Stockholders is incorporated by reference into Part III of this Form 10-K to the extent stated herein. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001006837 | ||
Common Stock, par value $0.001 per share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | VATE | ||
Security Exchange Name | NYSE | ||
Preferred Stock Purchase Rights | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Preferred Stock Purchase Rights | ||
Security Exchange Name | NYSE | ||
No Trading Symbol | true |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Auditor Information [Abstract] | |
Auditor Name | BDO USA, P.C. |
Auditor Location | New York, NY |
Auditor Firm ID | 243 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 1,423 | $ 1,637.3 |
Cost of revenue | 1,207 | 1,415.9 |
Gross profit | 216 | 221.4 |
Operating expenses: | ||
Selling, general and administrative | 168 | 180.1 |
Depreciation and amortization | 20.2 | 27.2 |
Other operating loss | 1.3 | 0.7 |
Income from operations | 26.5 | 13.4 |
Other (expense) income: | ||
Interest expense | (68.2) | (52) |
Loss from equity investees | (9.4) | (1.3) |
Other income (expense), net | 16.7 | (1.2) |
Loss from operations before income taxes | (34.4) | (41.1) |
Income tax expense | (4.5) | (0.9) |
Net loss | (38.9) | (42) |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | 3.7 | 6.1 |
Net loss attributable to INNOVATE Corp. | (35.2) | (35.9) |
Less: Preferred dividends | 2.4 | 4.9 |
Net loss attributable to common stockholders, basic | (37.6) | (40.8) |
Net loss attributable to common stockholders, diluted | $ (37.6) | $ (40.8) |
Loss per share - basic and diluted | ||
Basic (in usd per share) | $ (0.48) | $ (0.53) |
Diluted (in usd per share) | $ (0.48) | $ (0.53) |
Weighted average common shares outstanding - basic and diluted | ||
Basic (in shares) | 78.1 | 77.5 |
Diluted (in shares) | 78.1 | 77.5 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (38.9) | $ (42) |
Other comprehensive loss | ||
Foreign currency translation adjustment, net of tax | (0.6) | (0.2) |
Disposition of equity method investment, net of tax | (9.1) | 0 |
Other comprehensive loss | (9.7) | (0.2) |
Comprehensive loss | (48.6) | (42.2) |
Comprehensive loss attributable to non-controlling interests and redeemable non-controlling interests | 6.4 | 5.8 |
Comprehensive loss attributable to INNOVATE Corp. | $ (42.2) | $ (36.4) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 80.8 | $ 80.4 |
Accounts receivable, net | 278.4 | 254.9 |
Contract assets | 118.6 | 165.1 |
Inventory | 22.4 | 18.9 |
Assets held for sale | 3.1 | 0 |
Other current assets | 14.6 | 17.1 |
Total current assets | 517.9 | 536.4 |
Investments | 1.8 | 59.5 |
Deferred tax asset | 2 | 1.7 |
Property, plant and equipment, net | 154.6 | 165 |
Goodwill | 127.1 | 127.1 |
Intangibles, net | 178.9 | 190.1 |
Other assets | 61.3 | 71.9 |
Total assets | 1,043.6 | 1,151.7 |
Current liabilities | ||
Accounts payable | 142.9 | 202.5 |
Accrued liabilities | 70.8 | 65.4 |
Current portion of debt obligations | 30.5 | 30.6 |
Contract liabilities | 153.5 | 98.6 |
Other current liabilities | 16.1 | 20.1 |
Total current liabilities | 413.8 | 417.2 |
Deferred tax liability | 4.1 | 9.1 |
Debt obligations | 679.3 | 683.8 |
Other liabilities | 82.7 | 71.2 |
Total liabilities | 1,179.9 | 1,181.3 |
Commitments and contingencies | ||
Temporary equity | ||
Redeemable non-controlling interest | (1) | 43.4 |
Total temporary equity | 15.4 | 61 |
Stockholders’ deficit | ||
Common stock, [$0.000] par value — 0.1 Shares authorized:[0] as of both December 31, 2023 and December 31, 2022 Shares issued: [0] and 80,216,028 as of December 31, 2023 and December 31, 2022, respectively Shares outstanding: [0] and 78,787,768 as of December 31, 2023 and December 31, 2022, respectively | 0.1 | 0.1 |
Additional paid-in capital | 328.2 | 330.1 |
Treasury stock, at cost: 1,487,992 and 1,428,260 shares as of December 31, 2023 and 2022, respectively | (5.4) | (5.3) |
Accumulated deficit | (487.3) | (452.1) |
Accumulated other comprehensive (loss) income | (1.1) | 5.9 |
Total INNOVATE Corp. stockholders’ deficit | (165.5) | (121.3) |
Non-controlling interest | 13.8 | 30.7 |
Total stockholders’ deficit | (151.7) | (90.6) |
Total liabilities, temporary equity and stockholders’ deficit | 1,043.6 | 1,151.7 |
Series A-3 and A-4 Preferred Stock | ||
Temporary equity | ||
Preferred stock Series A-3 and Series A-4, [$0.000] par value — 17.6 Shares authorized: [0] as of both December 31, 2023 and December 31, 2022 Shares issued and outstanding: [0] of Series A-3 and [0] of Series A-4 as of both December 31, 2023 and December 31, 2022 | $ 16.4 | $ 17.6 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares issued (in shares) | 80,722,983 | 80,216,028 |
Common stock, shares outstanding (in shares) | 79,234,991 | 78,787,768 |
Treasury stock, common shares (in shares) | 1,487,992 | 1,428,260 |
Series A-3 and A-4 Preferred Stock | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Series A- 3 Preferred Stock | ||
Preferred stock, shares issued (in shares) | 6,125 | 6,125 |
Preferred stock, shares outstanding (in shares) | 6,125 | 6,125 |
Series A- 4 Preferred Stock | ||
Preferred stock, shares issued (in shares) | 10,000 | 10,000 |
Preferred stock, shares outstanding (in shares) | 10,000 | 10,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT - USD ($) $ in Millions | Total | R2 Technologies | Total INNOVATE Stockholders' (Deficit) Equity | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Comprehensive Income (Loss) | [1] | Non-controlling Interest | Temporary Equity |
Beginning balance (in shares) at Dec. 31, 2021 | 77,800,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | $ (56.2) | $ (84.3) | $ 0.1 | $ 330.6 | $ (5.2) | $ (416.2) | $ 6.4 | $ 28.1 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation | 2.4 | 2.4 | 2.4 | ||||||||
Fair value adjustment to redeemable non-controlling interest | 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 | (4) | (2.7) | (2.7) | (1.3) | $ (1.2) | ||||||
Issuance of common stock (in shares) | 1,000,000 | ||||||||||
Spectrum warrant modification | 3.1 | 3.1 | |||||||||
Preferred stock dividends | (0.9) | (0.9) | (0.9) | ||||||||
Transactions with non-controlling interests | 0 | 0.2 | 0.2 | (0.2) | 0.2 | ||||||
Other | 0.3 | 0.3 | 0.3 | ||||||||
Net (loss) income | (35.1) | (35.9) | (35.9) | 0.8 | |||||||
Other comprehensive (loss) income | $ (0.3) | (0.5) | (0.5) | 0.2 | 0.1 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 78,787,768 | 78,800,000 | |||||||||
Ending balance at Dec. 31, 2022 | $ (90.6) | (121.3) | $ 0.1 | 330.1 | (5.3) | (452.1) | 5.9 | 30.7 | |||
Beginning balance at Dec. 31, 2021 | 68.1 | ||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Fair value adjustment to redeemable non-controlling interest | (0.2) | ||||||||||
Stock dividends | (4) | (2.7) | (2.7) | (1.3) | (1.2) | ||||||
Issuance of preferred stock for dividend | 0.9 | 0.9 | |||||||||
Net (loss) income | (6.9) | ||||||||||
Ending balance at Dec. 31, 2022 | 61 | 61 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Share-based compensation | 2.2 | 2.2 | 2.2 | ||||||||
Taxes paid in lieu of shares issued for share-based compensation (in shares) | (100,000) | ||||||||||
Taxes paid in lieu of shares issued for share-based compensation | (0.1) | (0.1) | (0.1) | ||||||||
Issuance of common stock (in shares) | 500,000 | ||||||||||
Preferred stock dividends | (1.3) | (1.3) | (1.3) | (1.3) | |||||||
Distributions to non-controlling interests | (10.7) | (10.7) | (5.2) | ||||||||
Transactions with non-controlling interests | 0.1 | (2.8) | (2.8) | 2.9 | 0 | ||||||
Other | (9) | (9) | |||||||||
Net (loss) income | (33) | (35.2) | (35.2) | 2.2 | |||||||
Other comprehensive (loss) income | $ (9.3) | (7) | (7) | (2.3) | (0.4) | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 79,234,991 | 79,200,000 | |||||||||
Ending balance at Dec. 31, 2023 | $ (151.7) | $ (165.5) | $ 0.1 | $ 328.2 | $ (5.4) | $ (487.3) | $ (1.1) | $ 13.8 | |||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||||
Issuance of preferred stock for dividend | 0 | ||||||||||
Other | $ 9 | ||||||||||
DBMGi preferred stock liability repurchase | (41.8) | ||||||||||
Net (loss) income | (5.9) | ||||||||||
Ending balance at Dec. 31, 2023 | $ 15.4 | $ 15.4 | |||||||||
[1] (a) Inclusive of other comprehensive (loss) income, foreign currency cumulative translation adjustments totaled a loss of $2.4 million and income of $4.6 million as of December 31, 2023 and 2022, respectively. |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Other comprehensive (loss) income | $ (9.3) | $ (0.3) |
Foreign Currency Cumulative Translation Adjustments | ||
Other comprehensive (loss) income | $ 2.4 | $ 4.6 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (38.9) | $ (42) |
Adjustments to reconcile net loss to cash provided by (used in) operating activities | ||
Share-based compensation expense | 2.2 | 2.4 |
Depreciation and amortization (including amounts in cost of revenue) | 36 | 42.2 |
Amortization of deferred financing costs and debt discount | 6.9 | 3.4 |
Loss from equity investees | 9.4 | 1.3 |
Gain on sale of investments and step-up of equity method investments | (15.8) | 0 |
Asset impairment expense | 1.8 | 2.1 |
Deferred income tax (benefit) expense | (5.3) | 1.1 |
Other operating activities, net | 2.1 | 0 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (25.7) | (5.5) |
Contract assets | 46.5 | (46.5) |
Other current assets | (0.6) | (6) |
Inventory | (3.5) | (1.9) |
Other assets | 15.1 | 16.9 |
Accounts payable | (60.2) | 21.7 |
Accrued liabilities | 9.9 | (12.7) |
Contract liabilities | 54.9 | 19.5 |
Other current liabilities | (11.2) | (9.9) |
Other liabilities | 2.9 | 4.4 |
Cash provided by (used in) operating activities | 26.5 | (9.5) |
Cash flows from investing activities | ||
Purchase of property, plant and equipment | (18.4) | (20.7) |
Proceeds from disposal of property, plant and equipment | 1.6 | 2 |
Loans to equity method investee | (4) | (4.5) |
Proceeds from the sale of investments | 59.2 | 0 |
Other investing activities | 0.7 | 0.7 |
Cash provided by (used in) investing activities | 39.1 | (22.5) |
Cash flows from financing activities | ||
Proceeds from lines of credit | 87 | 176.7 |
Payments on lines of credit | (94.7) | (85.1) |
Proceeds from other debt obligations, net of deferred financing costs | 4.9 | 10.7 |
Principal payments on other debt obligations | (37.1) | (28.3) |
Purchase of preferred stock | (7) | 0 |
Payments to non-controlling interests and redeemable non-controlling interests related to sale of equity method investment | (15.9) | 0 |
Dividend payments | (2.2) | (5.2) |
Other financing activities | (0.3) | (0.7) |
Cash (used in) provided by financing activities | (65.3) | 68.1 |
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (0.2) | (1.4) |
Net increase in cash and cash equivalents, including restricted cash | 0.1 | 34.7 |
Cash, cash equivalents and restricted cash, beginning of year | 82.2 | 47.5 |
Cash, cash equivalents and restricted cash, end of year | $ 82.3 | $ 82.2 |
Organization and Business
Organization and Business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 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 non-controlling equity interest positions or debt instruments. The Company’s shares of common stock trade on the New York Stock Exchange ("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 a 91.2% controlling interest in DBMG. 2. Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"), its subsidiaries and its equity investments. Pansend maintains controlling interests of 80.0% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and 56.6% 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 and as of December 31, 2023, had a 46.2% 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, a 1.9% fully diluted interest in Triple Ring Technologies, Inc. ("Triple Ring"), a science and technology co-development company, and a 20.1% interest in Scaled Cell Solutions, Inc. ("Scaled Cell"), an immunotherapy company developing a novel autologous cell therapy system to potentially improve current CAR-T treatments. 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. The Company maintains a 98.0% controlling interest in Broadcasting and maintains a controlling interest of approximately 69.2%, inclusive of 2.8% proxy rights from minority holders of DTV America Corporation ("DTV"). On a fully diluted basis, the Company would have a 85.8% 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 TIC Holdco, Inc. ("TIC"), and the former Marine Services segment, which includes its holding company, Global Marine Holdings, LLC ("GMH"), in which the Company maintains a 72.8% controlling interest. GMH's results include its subsidiary's prior 19.0% equity method investment in HMN International Co., Ltd., formerly known as Huawei Marine Networks Co. (“HMN”), until it was sold on March 6, 2023. Refer to Note 6. Investments for additional information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 non-controlling interest component of total equity. Basis of Presentation and Liquidity The accompanying Consolidated Financial Statements of the Company included herein have been prepared 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. On February 23, 2024, the Company's Board of Directors (the “Board”) approved a plan to proceed with a $19.0 million rights offering for its common stock and fixed March 6, 2024 as the record date for holders of common stock entitled to participate in the rights offering. On March 5, 2024, the Company set the subscription price at which the rights would be exercisable at $0.70 per share and entered into an investment agreement (the “Investment Agreement”) with Lancer Capital LLC (“Lancer Capital”), a related party and an entity controlled by Avram A. Glazer, the Chairman of the Board and a beneficial owner of 29.1% of the Company's common stock, pursuant to which the rights offering will be backstopped by Lancer Capital. Pursuant to the Investment Agreement, Lancer Capital will also purchase an additional $16.0 million of the Company’s new Series C Preferred Stock in a private placement transaction to close concurrently with the settlement of the rights offering. For more information regarding the back-stop and private placement commitments from Lancer Capital under the Investment Agreement, refer to Note 22. Subsequent Events. At this time, management believes that the Company will be able to continue to meet its liquidity requirements and fund its fixed obligations (such as debt service and operating leases) and other cash needs for its operations for at least the next twelve months from the issuance of the Consolidated Financial Statements through a combination of available cash on hand, distributions from the Company’s subsidiaries and the rights offering together with the back-stop and private placement commitments from Lancer Capital under the Investment Agreement. 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 the Company is 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. 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 accounts for acquisitions 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. 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 Scaled Cell, of which we own an approximately 46.2% interest in MediBeacon and an approximately 20.1% interest in Scaled Cell as of December 31, 2023. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. 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. Measurement Alternative Investments The Company utilizes the measurement alternative method to account for investments when it does not possess the ability to exercise significant influence or control and the investment does not have a readily determinable fair value. Under this method, investments are initially recognized at cost and subsequently measured at cost, adjusted for any observable changes in the fair value of the investment. In addition, the Company reviews the carrying value of investments measured under the measurement alternative for impairment on a regular basis. If there is an indication of impairment, the Company assesses whether the carrying value of the investment exceeds its recoverable amount. Any impairment losses are recognized in the financial statements. 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. 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, redeemable non-controlling interests and debt obligations. Accounts Receivable Accounts receivable are stated at amounts due from customers net of provision for expected credit losses. 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. As of January 1, 2023 the company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. At each balance sheet date, all potentially uncollectible accounts are assessed individually for the purpose of determining the appropriate provision for doubtful accounts. Management has elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. Management evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics. The Company’s historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market or other circumstances. The Company may also establish an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible, and reversals of previously reserved amounts are recognized if a specifically reserved item is settled for an amount exceeding the previous estimate. 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. 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, 2023, 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, 2023. 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. Goodwill and Other Intangible Assets Goodwill and intangible assets deemed to have indefinite lives are not amortized, but, rather, tested for impairment. The Company tests goodwill and indefinite lived intangibles for impairment at least annually in the fourth quarter (October 1st) or when factors indicate potential impairment (i.e., events occur or circumstances change that indicate the potential impairment under ASC 350, Intangibles - Goodwill and Other ("ASC 350"). In addition to the foregoing, management reviews 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 management 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. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the impairment provisions of ASC 360, Property, plant, and equipment ("ASC 360"). The Company elected to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, and if so, a quantitative test is performed. The quantitative evaluation for impairment of indefinite lived intangibles follows the same approach as described with goodwill above and consists 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. Under the quantitative test, management estimates the fair value of a reporting unit, which 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 our 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. Further, management assesses the current market capitalization, forecasts and the amount by which the fair values exceeded the carrying values. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss shall be recognized in an amount equal to the excess. Based on qualitative assessments performed as of October 1, 2023, management determined it was more likely than not that the fair value of its reporting units and the fair value of the indefinite-lived intangible assets exceeded their carrying values, and, as such, no impairment was required. Intangible assets not subject to amortization (i.e. indefinite lived intangibles) consist of certain television broadcast licenses. 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 of the asset or asset group exceeds the fair value and is not recoverable. Refer to Note 8. Goodwill and Intangibles, Net for any intangible impairments recorded during the years presented. 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. 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 2024 and 2045. Leases with an initial term of twelve 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, 2023, 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 (deficit) 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. 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 |
Revenue and Contracts in Proces
Revenue and Contracts in Process | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Contracts in Process | 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. 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. 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 performance obligations satisfied over time, the Company recognizes 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): Year Ended December 31, 2023 2022 Infrastructure $ 1,397.2 $ 1,594.3 Life Sciences 3.3 4.3 Spectrum 22.5 38.7 Total revenue $ 1,423.0 $ 1,637.3 Accounts receivables, net, from contracts with customers consist of the following (in millions): December 31, 2023 2022 Infrastructure $ 271.5 $ 244.5 Life Sciences 0.3 0.8 Spectrum 1.4 5.1 Total accounts receivables with customers $ 273.2 $ 250.4 As of January 1, 2022, total accounts receivable, net, from contracts with customers were $236.5 million. 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. There is typically no alternative use to the Company for the partially completed construction project, resulting in the recognition of revenue over time as progress is made towards completion rather than at a single point in time. The customer receives value 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, 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 Contract Assets and Contract Liabilities below for related discussion. Amounts expected to be collected beyond one year are classified as other long-term assets. 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 within 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): Year Ended December 31, 2023 2022 Industrial $ 403.0 $ 409.5 Commercial 382.9 794.0 Transportation 292.3 50.2 Healthcare 165.5 129.9 Convention 124.2 136.2 Government 11.2 34.8 Energy 9.2 15.8 Leisure 8.1 23.4 Total revenue from contracts with customers $ 1,396.4 $ 1,593.8 Other revenue 0.8 0.5 Total Infrastructure segment revenue $ 1,397.2 $ 1,594.3 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. 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, 2023 and 2022, the total retainage receivable was $120.6 million and $127.8 million, respectively, and the amount of retainage receivable estimated by management to be collected beyond one year is approximately 9.0% and 20.7% of the balance, respectively. 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 Sheets. Contract assets and contract liabilities and recognized earnings consisted of the following (in millions): Year Ended December 31, 2023 2022 Costs incurred on contracts in progress $ 2,811.8 $ 2,503.3 Estimated earnings 510.1 378.9 Contract revenue earned on uncompleted contracts 3,321.9 2,882.2 Less: progress billings 3,356.8 2,815.7 $ (34.9) $ 66.5 The above is included in the accompanying Consolidated Balance Sheets under the following line items: Contract assets $ 118.6 $ 165.1 Contract liabilities (153.5) (98.6) $ (34.9) $ 66.5 Year Ended December 31, 2023 2022 Cost in excess of billings $ 73.8 $ 90.7 Conditional retainage 44.8 74.4 Contract assets $ 118.6 $ 165.1 Billings in excess of costs $ (229.3) $ (152.0) Conditional retainage 75.8 53.4 Contract liabilities $ (153.5) $ (98.6) As of January 1, 2022, contract assets were $118.6 million and contract liabilities were $79.1 million. The change in contract assets during the year ended December 31, 2023 is a result of the recording of $86.6 million of contract assets driven by new commercial projects, offset by $133.1 million of contract assets transferred to receivables from contract assets recognized at the beginning of the year. The change in contract liabilities during the year ended December 31, 2023 is a result of periodic contract liabilities of $146.2 million driven largely by new commercial projects, offset by revenue recognized that was included in the contract liability balance at the beginning of the year in the amount of $91.3 million. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations As of December 31, 2023, the transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in millions): Within One Year Within Five Years Total Healthcare $ 200.5 $ 262.0 $ 462.5 Industrial 193.5 1.0 194.5 Transportation 180.9 37.9 218.8 Commercial 140.1 1.0 141.1 Government 11.9 — 11.9 Convention 9.5 — 9.5 Energy 2.6 — 2.6 Leisure 1.3 — 1.3 Remaining unsatisfied performance obligations $ 740.3 $ 301.9 $ 1,042.2 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. 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 product, Glacial Rx. Combined with other topical consumables, the Glacial Rx system is sold to medical practices and is intended to be operated by a trained health care professional. Beginning in 2022, R2 Technologies commercially launched its second product in China, Glacial Spa. This product launched into the United States and Canada in 2023, marketed as Glacial fx. This device is sold into nonmedical markets and is a cooling experience used to even skin tone and brighten and lighten skin. It is intended to be operated by a trained esthetician. Glacial Rx and Glacial fx are sold in North America using a direct sales force. In certain cases, these systems are leased for a small, initial upfront fee and recurring lease payments over a specified timeframe. Glacial fx is also sold in Canada. The Glacial Spa system is currently sold in China and distributed by Huadong’s existing sales force to spas. To operate the systems, 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, certain topical consumables are required to be utilized in conjunction with the systems also resulting in recurring revenues to R2 Technologies. Within North America, revenue is recognized on shipment. For international sales, shipping terms are Ex Works, wherein R2 makes its products available at a specific location, but the buyer is required to pay the transportation costs. Revenue is recognized once an agreed upon freight carrier is selected and goods are picked up by the freight carrier. Payment Terms In both North America and internationally, R2 generally requires customers to remit payment upfront prior to shipment. These payment terms are expressly stated in the standard terms and conditions. In certain circumstances within North America, R2 accepts longer payment terms not to exceed one year. Any payment plan variation is expressly disclosed in the master services agreement which is required to be signed in conjunction with each sale by every customer. The invoiced amount to be received is recorded in Accounts Receivable, Net, on the Consolidated Balance Sheet. The following table disaggregates the Life Sciences segment's revenue by type (in millions): Year Ended December 31, 2023 2022 Systems and consumables revenue $ 3.3 $ 4.3 Total Life Sciences segment revenue $ 3.3 $ 4.3 Spectrum Segment 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. 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. 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. Disaggregation of Revenues The following table disaggregates the Spectrum segment's revenue by type (in millions): Year Ended December 31, 2023 2022 Broadcast station $ 21.9 $ 19.6 Network advertising — 14.8 Network distribution — 2.8 Other 0.6 1.5 Total Spectrum segment revenue $ 22.5 $ 38.7 Transaction Price Allocated to Remaining Unsatisfied Performance Obligations |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. Accounts Receivable, Net Accounts receivable, net, consisted of the following (in millions): December 31, 2023 2022 Contracts in progress $ 271.7 $ 244.8 Unbilled retentions — 0.2 Trade receivables 1.9 5.9 Other receivables 5.2 4.5 Allowance for expected credit losses (1)(2) (0.4) (0.5) Total $ 278.4 $ 254.9 (1) Allowance for doubtful accounts as of December 31, 2022, prior to the adoption of ASU 2016-13. (2) There was no change to the allowance for expected credit losses as a result of the adoption of ASU 2016-13 on January 1, 2023. As of January 1, 2022, total accounts receivable, net were $247.1 million. For the year ended December 31, 2023, the Company recognized a net provision for expected credit losses of $2.3 million, of which $2.2 million related to a receivable at our Infrastructure segment expensed as a result of a legacy customer bankruptcy. For the year ended December 31, 2022, the Company recognized provisions for doubtful accounts of $0.9 million. Direct write-downs of accounts receivable charged against the allowance totaled $2.4 million and $1.0 million for the years ended December 31, 2023 and 2022, respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory Inventory consisted of the following (in millions): December 31, 2023 2022 Raw materials and consumables $ 21.0 $ 15.7 Work in process 0.6 1.2 Finished goods 0.8 2.0 Total inventory $ 22.4 $ 18.9 |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 6. Investments The carrying values of the Company's investments were as follows (in millions): December 31, 2023 Measurement Alternative (1) Equity Fair Value Total Common stock $ 0.9 $ 0.9 $ — $ 1.8 Total $ 0.9 $ 0.9 $ — $ 1.8 December 31, 2022 Measurement Alternative (1) Equity 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 (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 . The Company's investments as of December 31, 2023 are comprised of investments in MediBeacon, Triple Ring and Scaled Cell, and, as of December 31, 2022, were comprised of investments in MediBeacon, Triple Ring and HMN. The Company's investments in Scaled Cell and MediBeacon are measured using the equity method of accounting and the Company's investment in Triple Ring is measured using the measurement alternative method as of December 31, 2023. Until a partial sale of the Triple Ring common stock investment on November 30, 2023, the Triple Ring common stock investment was measured using the equity method of accounting (and on a one month lag basis) and the Triple Ring preferred stock investment was measured at fair value until it was sold on November 30, 2023. HMN was measured using the equity method investment method of accounting until it was sold on March 6, 2023. The Company's share of net losses from its equity method investments totaled $9.4 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively. Triple Ring and Scaled Cell On November 30, 2023, the Company sold 546,709 shares of its common stock of Triple Ring and 804,375 shares of its preferred stock of Triple Ring and exchanged 255,333 of Triple Ring common stock for 240,613 shares of Scaled Cell (valued at $0.9 million). As a part of this transaction, the Company received $5.0 million in cash proceeds and recognized a loss of $0.2 million on the sale of the investment, which is reflected in Other income (expense), net, in the Consolidated Statement of Operations for the year ended December 31, 2023. As of December 31, 2023, the Company holds 240,613 shares of Scaled Cell, representing a 20.1% interest. Subsequent to the sale, the Company still holds 229,488 shares of common stock of Triple Ring, reflecting a 7.2% interest (1.9% on a fully diluted basis), and accounts for Triple Ring under the measurement alternative method as of December 31, 2023. As of December 31, 2022 and prior to the sale in November 2023, the Company held a 25.8% interest in Triple Ring. MediBeacon Pansend accounts for its preferred stock investment in MediBeacon under the equity method of accounting, inclusive of any fixed maturity securities (notes) issued by Pansend to MediBeacon. On March 15, 2022, MediBeacon issued Pansend a $4.5 million 8.0% convertible note due March 2025, increasing the total outstanding principal due by MediBeacon to Pansend to $5.0 million. Prior to December 6, 2023, MediBeacon issued $2.0 million in 12% convertible note payable to Pansend, increasing the total outstanding principal by MediBeacon to Pansend to $7.0 million. On December 6, 2023, MediBeacon terminated the $6.5 million of prior outstanding convertible notes with Pansend and simultaneously issued a new 12% convertible note with an aggregate original principal amount of $7.2 million, which comprised of the prior outstanding convertible principal amounts and unpaid accrued interest of $0.7 million which was capitalized into the new principal balance, with future interest payable upon maturity of the note. Subsequent to December 6, 2023, MediBeacon issued $2.0 million in 12% convertible notes payable to Pansend, and, as of December 31, 2023, the total outstanding principal by MediBeacon to Pansend was $9.7 million, comprised of $9.2 million of convertible notes and $0.5 million of secured notes payable. Subsequent to year end, on February 12, 2024, MediBeacon issued Pansend an additional $0.5 million 12% convertible note. As a result of these modifications and additional note issuances with MediBeacon during the year ended December 31, 2023, Pansend recognized $4.7 million of equity method losses which were previously unrecognized because Pansend's carrying amount of its investment in MediBeacon had been previously reduced to zero. On February 23, 2023, pursuant to its amended commercial partnership with Huadong Medicine Co. Ltd ("Huadong"), a publicly traded company on the Shenzhen Stock Exchange, MediBeacon issued $7.5 million of its preferred stock to Huadong, which decreased Pansend's ownership in MediBeacon from approximately 47.2% as of December 31, 2022 to approximately 46.2% subsequent to the transaction. As a result of this equity transaction, Pansend recognized a gain of $3.8 million in Other income (expense), net in the Consolidated Statements of Operations for the year ended December 31, 2023, which increased Pansend's carrying amount of its investment in MediBeacon. Concurrently, Pansend recognized equity method losses of $3.8 million which were previously unrecognized because Pansend's carrying amount of its investment in MediBeacon had been previously reduced to zero. As of December 31, 2023, Pansend's carrying amount of its investment in MediBeacon remains at zero, inclusive of the $9.7 million in convertible notes which have been offset against recognized losses, and has cumulative unrecognized equity method losses relating to MediBeacon of $8.0 million. For the years ended December 31, 2023 and 2022, Pansend earned $0.5 million and $0.3 million, respectively, of interest income from the convertible notes with MediBeacon. HMN |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | 7. Property, Plant and Equipment, Net Property, plant and equipment, net, ("PP&E") consisted of the following (in millions): December 31, 2023 2022 Equipment, furniture and fixtures, and software $ 210.7 $ 196.0 Building and leasehold improvements 42.9 44.8 Land 25.8 26.1 Construction in progress 4.8 8.4 Plant and transportation equipment 8.1 8.2 $ 292.3 $ 283.5 Less: Accumulated depreciation 137.7 118.5 Total $ 154.6 $ 165.0 Depreciation expense was $24.9 million and $25.6 million for the years ended December 31, 2023 and 2022, respectively. These amounts included $15.8 million and $15.0 million of depreciation expense recognized within cost of revenue for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, the net book value of equipment under finance leases included in PP&E was $2.3 million and $2.1 million, respectively. As of December 31, 2023 and 2022, the gross value of capitalized internal-use software included in PP&E was $40.9 million and $35.6 million, respectively, and the net book value was $9.9 million and $5.6 million, respectively. As of December 31, 2023, $3.1 million in assets held for sale are presented separately in the Consolidated Balance Sheet and primarily consist of two buildings and their associated building improvements at the Company's Infrastructure segment. |
Goodwill and Intangibles, Net
Goodwill and Intangibles, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles, Net | 8. Goodwill and Intangibles, Net Goodwill The carrying amounts of goodwill by segment were as follows (in millions): Infrastructure Spectrum Total Balance at December 31, 2021 $ 106.0 $ 21.4 $ 127.4 Translation (0.3) — (0.3) Balance at December 31, 2022 $ 105.7 $ 21.4 $ 127.1 Translation — — — Balance as of December 31, 2023 $ 105.7 $ 21.4 $ 127.1 Indefinite-lived Intangible Assets The carrying amounts of indefinite-lived intangible assets were as follows (in millions): December 31, 2023 2022 FCC licenses $ 106.3 $ 106.3 Total $ 106.3 $ 106.3 For the year ended December 31, 2022, the Company recorded impairment charges of $0.2 million 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. There were no impairment charges recorded to indefinite lived intangible assets for the year ended December 31, 2023. The weighted-average period prior to the next renewal for FCC licenses was 6.2 years and 6.6 years as of December 31, 2023 and 2022, 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 its FCC licenses would have a material adverse effect on the expected future cash flows and profitability. Definite Lived Intangible Assets The gross carrying amounts and accumulated amortization of definite lived intangible assets by major intangible asset class were as follows (in millions): December 31, Weighted-Average Original Useful Life 2023 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 15 years $ 25.2 $ (9.4) $ 15.8 $ 25.4 $ (8.0) $ 17.4 Customer relationships and contracts 11 years 87.6 (44.2) 43.4 87.6 (35.4) 52.2 Channel sharing arrangements 35 years 12.6 (1.8) 10.8 12.6 (1.4) 11.2 Other 12 years 3.9 (1.3) 2.6 4.1 (1.1) 3.0 Total $ 129.3 $ (56.7) $ 72.6 $ 129.7 $ (45.9) $ 83.8 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 the Consolidated Statements of Operations. The impairment charges related to the impairment of the HC2 Network Program License Agreement ("PLA") due to a decline in performance. There were no impairment charges recorded to definite lived intangible assets for the year ended December 31, 2023. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 9. 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. Right-of-use lease assets and lease liabilities consisted of the following (in millions): December 31, 2023 2022 Right-of-use assets: Operating lease (Other assets) $ 58.0 $ 65.8 Finance lease (Property, plant and equipment, net) 2.3 2.1 Total right-of-use assets $ 60.3 $ 67.9 Lease liabilities: Current portion of operating lease (Other current liabilities) $ 13.5 $ 17.1 Non-current portion of operating lease (Other liabilities) 48.6 53.8 Finance lease (Debt obligations) 2.4 2.1 Total lease liabilities $ 64.5 $ 73.0 The Company has entered into operating and finance lease agreements primarily for land, office space, equipment and vehicles, expiring between 2024 and 2045. For the year ended December 31, 2023, the Company recorded impairment charges to right-of-use assets of $0.6 million, primarily related to FCC licenses impaired. For the year ended December 31, 2022, the Company recorded an impairment charge to right-of-use-assets of $0.5 million. Impairment charges are included in Other operating loss in the Consolidated Statements of Operations. For the years ended December 31, 2023 and 2022, the Company recorded short-term lease costs totaling $39.2 million and $34.8 million, respectively. Based on the short-term leases executed as of December 31, 2023, the Company expects that it will incur approximately $8.5 million in estimated short-term lease costs for the year ended December 31, 2024. The tables below present financial information associated with the Company's leases as of, and for the years ended December 31, 2023 and 2022. The following table summarizes the components of lease expense (in millions): Year Ended December 31, 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 0.4 $ 0.2 Interest on lease liabilities 0.2 0.1 Net finance lease cost 0.6 0.3 Operating lease cost 22.1 23.5 Variable lease cost 0.6 0.6 Sublease income (0.7) (0.7) Total lease cost $ 22.6 $ 23.7 Cash flow information related to leases is as follows (in millions): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 0.2 $ 0.1 Financing cash flows from finance leases $ 0.4 $ 0.2 Operating cash flows from operating leases $ 22.8 $ 23.3 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 0.8 $ 2.2 Operating leases $ 9.3 $ 15.0 The weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases are as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term (years) - operating leases 7.5 7.5 Weighted-average remaining lease term (years) - finance leases 1.6 1.4 Weighted-average discount rate - operating leases 5.6 % 5.3 % Weighted-average discount rate - finance leases 6.8 % 5.7 % Future minimum lease commitments (undiscounted) as of December 31, 2023, were as follows (in millions): Operating Finance 2024 $ 16.5 $ 1.8 2025 13.0 0.3 2026 9.6 0.2 2027 7.2 0.2 2028 5.5 0.1 Thereafter 24.0 — Total future minimum lease payments 75.8 2.6 Less: amounts representing interest (13.7) (0.2) Total lease liability balance $ 62.1 $ 2.4 In November 2021, INNOVATE Corp. entered into a ten-year lease arrangement for a special purpose space in Palm Beach, Florida, which was amended in February 2023, to extend the term of the lease to 15 years, with future monthly lease payments of approximately $0.2 million over the entire lease term and annual common area maintenance charges of $0.6 million, both of which are subject to a 3% annual upward adjustment, with total square footage of 25,184, as amended. In December 2023, the Company entered into a sublease agreement with Palm Beach Cultural Innovation Center, Inc. (“PBCIC”), a Florida not-for-profit corporation and related party to Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, who is also on the board of directors of PBCIC. Pursuant to the sublease, the Company allows PBCIC use of the underlying space and, as consideration, PBCIC has agreed to undertake all of the tenant’s build-out costs and related obligations under the lease agreement between the Company, as tenant, and RPP Palm Beach Property LP, as landlord. As of December 31, 2023, the lease has not yet commenced. The Company previously recorded $1.1 million in prepaid rent related to this lease, which was written-off in December 2023 upon the execution of the sublease to PBCIC and is reflected in Other operating loss in the Consolidated Statement of Operations. The Company also incurred other expenses of $1.1 million since inception related to the special purpose space and PBCIC, of which $0.7 million and $0.4 million are reflected in Selling, general and administrative in the Consolidated Statement of Operations for the years ended December 31, 2023 and 2022, respectively. 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 the Company's Consolidated Balance Sheets, as the building is still under construction. Management expects the accounting lease commencement date for this initial portion of the lease for financial reporting purposes to begin in 2024. |
Leases | 9. 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. Right-of-use lease assets and lease liabilities consisted of the following (in millions): December 31, 2023 2022 Right-of-use assets: Operating lease (Other assets) $ 58.0 $ 65.8 Finance lease (Property, plant and equipment, net) 2.3 2.1 Total right-of-use assets $ 60.3 $ 67.9 Lease liabilities: Current portion of operating lease (Other current liabilities) $ 13.5 $ 17.1 Non-current portion of operating lease (Other liabilities) 48.6 53.8 Finance lease (Debt obligations) 2.4 2.1 Total lease liabilities $ 64.5 $ 73.0 The Company has entered into operating and finance lease agreements primarily for land, office space, equipment and vehicles, expiring between 2024 and 2045. For the year ended December 31, 2023, the Company recorded impairment charges to right-of-use assets of $0.6 million, primarily related to FCC licenses impaired. For the year ended December 31, 2022, the Company recorded an impairment charge to right-of-use-assets of $0.5 million. Impairment charges are included in Other operating loss in the Consolidated Statements of Operations. For the years ended December 31, 2023 and 2022, the Company recorded short-term lease costs totaling $39.2 million and $34.8 million, respectively. Based on the short-term leases executed as of December 31, 2023, the Company expects that it will incur approximately $8.5 million in estimated short-term lease costs for the year ended December 31, 2024. The tables below present financial information associated with the Company's leases as of, and for the years ended December 31, 2023 and 2022. The following table summarizes the components of lease expense (in millions): Year Ended December 31, 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 0.4 $ 0.2 Interest on lease liabilities 0.2 0.1 Net finance lease cost 0.6 0.3 Operating lease cost 22.1 23.5 Variable lease cost 0.6 0.6 Sublease income (0.7) (0.7) Total lease cost $ 22.6 $ 23.7 Cash flow information related to leases is as follows (in millions): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 0.2 $ 0.1 Financing cash flows from finance leases $ 0.4 $ 0.2 Operating cash flows from operating leases $ 22.8 $ 23.3 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 0.8 $ 2.2 Operating leases $ 9.3 $ 15.0 The weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases are as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term (years) - operating leases 7.5 7.5 Weighted-average remaining lease term (years) - finance leases 1.6 1.4 Weighted-average discount rate - operating leases 5.6 % 5.3 % Weighted-average discount rate - finance leases 6.8 % 5.7 % Future minimum lease commitments (undiscounted) as of December 31, 2023, were as follows (in millions): Operating Finance 2024 $ 16.5 $ 1.8 2025 13.0 0.3 2026 9.6 0.2 2027 7.2 0.2 2028 5.5 0.1 Thereafter 24.0 — Total future minimum lease payments 75.8 2.6 Less: amounts representing interest (13.7) (0.2) Total lease liability balance $ 62.1 $ 2.4 In November 2021, INNOVATE Corp. entered into a ten-year lease arrangement for a special purpose space in Palm Beach, Florida, which was amended in February 2023, to extend the term of the lease to 15 years, with future monthly lease payments of approximately $0.2 million over the entire lease term and annual common area maintenance charges of $0.6 million, both of which are subject to a 3% annual upward adjustment, with total square footage of 25,184, as amended. In December 2023, the Company entered into a sublease agreement with Palm Beach Cultural Innovation Center, Inc. (“PBCIC”), a Florida not-for-profit corporation and related party to Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, who is also on the board of directors of PBCIC. Pursuant to the sublease, the Company allows PBCIC use of the underlying space and, as consideration, PBCIC has agreed to undertake all of the tenant’s build-out costs and related obligations under the lease agreement between the Company, as tenant, and RPP Palm Beach Property LP, as landlord. As of December 31, 2023, the lease has not yet commenced. The Company previously recorded $1.1 million in prepaid rent related to this lease, which was written-off in December 2023 upon the execution of the sublease to PBCIC and is reflected in Other operating loss in the Consolidated Statement of Operations. The Company also incurred other expenses of $1.1 million since inception related to the special purpose space and PBCIC, of which $0.7 million and $0.4 million are reflected in Selling, general and administrative in the Consolidated Statement of Operations for the years ended December 31, 2023 and 2022, respectively. 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 the Company's Consolidated Balance Sheets, as the building is still under construction. Management expects the accounting lease commencement date for this initial portion of the lease for financial reporting purposes to begin in 2024. |
Other Assets, Accrued Liabiliti
Other Assets, Accrued Liabilities and Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Other Assets, Accrued Liabilities and Other Liabilities | 10. Other Assets, Accrued Liabilities and Other Liabilities Other Current Assets Other current assets consisted of the following (in millions): December 31, 2023 2022 Prepaid assets $ 11.2 $ 10.4 Income tax receivable 2.1 5.3 Restricted cash - current 0.9 0.3 Other 0.4 1.1 Total other current assets $ 14.6 $ 17.1 Other Assets Other assets, which are reflected in non-current assets in the Consolidated Balance Sheets, consisted of the following (in millions): December 31, 2023 2022 Right-of-use assets $ 58.0 $ 65.8 Restricted cash - non-current 0.6 1.5 Other 2.7 4.6 Total other assets $ 61.3 $ 71.9 Accrued Liabilities Accrued liabilities consisted of the following (in millions): December 31, 2023 2022 Accrued expenses $ 14.3 $ 17.3 Accrued payroll and employee benefits 29.2 30.8 Accrued interest 17.1 15.3 Accrued sales and use taxes 9.8 1.6 Accrued income taxes 0.4 0.4 Total accrued liabilities $ 70.8 $ 65.4 Restructuring Costs DBMG incurred approximately $2.1 million and $6.5 million of restructuring costs for the years ended December 31, 2023 and 2022, which are included in Selling, general and administrative expenses 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 were no remaining amounts accrued as of December 31, 2023. HC2 Network Shut-Down On December 31, 2022, Broadcasting shut-down the operations and broadcasting of the Azteca America network and, terminated both the PLA and BSA with TV Azteca. HC2 Network did not qualify for discontinued operations presentation as HC2 Network was not significant to the Company, did not represent a strategic shift and would not have a major effect on the Company's operations and financial results. As a result of the cessation of the Azteca operations, the Company no longer has any unsatisfied performance obligations related to network advertising or network distribution. During the year ended December 31, 2022, the Company recognized employee-related termination costs of $0.7 million, which are included in Selling, general & administrative expenses in the Consolidated Statement of Operations, and a net loss of $30 thousand which is included in Other (expense) income, net, in the Consolidated Statement of Operations. Other Liabilities Other current liabilities consisted of the following (in millions): December 31, 2023 2022 Lease liability, current $ 13.5 $ 17.1 Other current liabilities 2.6 3.0 Total other current liabilities $ 16.1 $ 20.1 Other liabilities, which are reflected in non-current liabilities in the Consolidated Balance Sheets, consisted of the following (in millions): December 31, 2023 2022 Lease liability, net of current portion $ 48.6 $ 53.8 Other 34.1 17.4 Total other liabilities $ 82.7 $ 71.2 As of December 31, 2023 and 2022, there were $1.9 million and $1.7 million, respectively, of asset retirement obligations ("AROs") included in Other liabilities. Accretion expense relating to the AROs was $0.2 million and $0.1 million for the years ended December 31, 2023 and 2023, respectively. As of December 31, 2023, there was $14.9 million of non-current accrued interest and $15.9 million of exit fees payable included in Other liabilities. As of December 31, 2022, there was $5.5 million of non-current accrued interest and $7.6 million of exit fees payable. Refer to Note 11. Debt Obligations for additional information on the exit fees. |
Debt Obligations
Debt Obligations | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 11. Debt Obligations Debt obligations, including finance lease obligations, consisted of the following (in millions): Year Ended December 31, Infrastructure 2023 2022 PRIME minus 0.85% Line of Credit due 2025 $ 100.0 $ 107.7 3.25% Term Loan due 2026 91.4 99.5 4.00% Note due 2024 5.0 15.0 8.00% Note due 2024 — 18.7 Obligations under finance leases 2.4 2.1 Total Infrastructure $ 198.8 $ 243.0 Spectrum 8.50% Note due 2025 $ 19.3 $ 19.3 11.45% Notes due 2025 50.4 50.4 Total Spectrum $ 69.7 $ 69.7 Life Sciences 20.00% Note due 2024 $ 17.4 — 18.00% Note due 2023 — 10.8 Total Life Sciences $ 17.4 $ 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 SOFR plus 5.75% Line of Credit 20.0 20.0 CGIC Unsecured Note due 2026 35.1 — Total Non-Operating Corporate $ 436.9 $ 401.8 Total outstanding principal $ 722.8 $ 725.3 Unamortized issuance discount, issuance premium, and deferred financing costs (13.0) (10.9) Less: current portion of debt obligations (30.5) (30.6) Debt obligations $ 679.3 $ 683.8 As of December 31, 2023, estimated future aggregate finance lease and debt payments, including interest, were as follows (in millions): Finance Leases Debt Total 2024 $ 1.8 $ 81.7 $ 83.5 2025 0.3 271.3 271.6 2026 0.2 502.2 502.4 2027 0.2 — 0.2 2028 0.1 — 0.1 Total minimum principal and interest payments 2.6 855.2 857.8 Less: Amount representing interest (0.2) (134.8) (135.0) Total aggregate finance lease and debt payments $ 2.4 $ 720.4 $ 722.8 The interest rates on finance leases ranged from approximately 2.0% to 8.5%. Infrastructure DBMG has a $135.0 million Revolving Line with UMB that bears interest at a Prime Rate minus a spread. On December 12, 2023, DBMG and UMB entered into an amendment to the agreement that extended the maturity date of the Revolving Line from May 31, 2024 to August 15, 2025, increased the interest rate spread for the Revolving Line by 0.35% across all tiers, and established an interest rate floor of 4.25%. The effective interest rate on the Revolving Line was 8.33% and 6.88% as of December 31, 2023, and 2022, respectively. Interest is paid monthly. The Revolving Line also includes a commitment fee equal to 0.25% per annum times the average daily unused availability under the line. DBMG also has a $91.4 million UMB Term Loan, which expires May 31, 2026, and bears interest at an annual rate of 3.25% with an effective interest rate of 3.3%. Interest is paid monthly. The UMB Term Loan and UMB Revolving Line associated with the Infrastructure segment contain customary restrictive and financial covenants related to debt levels and performance, including a Fixed Charge Coverage Ratio covenant, as defined in their agreements. The $5.0 million note expires March 31, 2024 and bears interest at an annual rate of 4.00%. Interest is paid quarterly. During the year ended December 31, 2023, DBM Global repaid the 8.00% note in full. Refer to Note 17. Related Parties for additional information. Spectrum 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, 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. 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 remained accrued, with total exit fees of $7.6 million which were recorded as original issue discount with a corresponding liability reflected in Other Liabilities in the Consolidated Balance Sheet. 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 in December 2022, 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 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 Non-controlling interest of $3.1 million. On August 8, 2023, Broadcasting entered into an Eighth Amendment to Secured Notes with its lenders which extended the maturity date of its Senior Secured Notes aggregate principal amount of $69.7 million, from May 31, 2024 to August 15, 2024. In exchange, Broadcasting incurred an additional exit fee of $1.1 million which was recorded as original issue discount with a corresponding liability reflected in Other Liabilities in the Consolidated Balance Sheet. On November 9, 2023, Broadcasting entered into a Ninth Amendment to its Secured Notes with its lenders which extended the maturity date of its Senior Secured Notes aggregate principal amount of $69.7 million, from August 15, 2024 to August 15, 2025. In exchange, Broadcasting will pay additional exit fees of $7.2 million which are payable on the earlier of maturity or repayment of the principal. Interest is also capitalized and payable upon maturity of the principal. In addition, the time to exercise the related warrants was extended to August 2027. As of December 31, 2023, the effective interest rates on the notes, as amended, ranged from 20.6% to 24.0% per annum. In addition, INNOVATE Corp. entered into a related side letter with the institutional investors, whereby INNOVATE Corp. has agreed to utilize proceeds from the sale of certain of its existing operations, as allowable under the Company's current agreements and indentures and after all other required payments have been made, for repayment of a portion of Broadcasting's Senior Secured Notes. Assuming there are sufficient proceeds remaining after such repayment, an additional $1.0 million fee is payable if repayment occurs by November 9, 2024, or $2.0 million if repayment occurs after that date. In exchange for the additional fee, the institutional investors will return their equity interests in HC2 Broadcasting Holdings, Inc. and equity interests in DTV America. The Company accounted for the transactions related to the Eighth Amendment, Ninth Amendment and the side letter as debt modification events under US GAAP as the present value of cash flows under the amended terms of Broadcasting's Senior Secured Notes was less than 10% different from the present value of cash flows under the original terms of the notes. As a result of the modifications, and as of December 31, 2023, the Company has total capitalized estimated exit fees of $15.9 million, which are reflected in Other Liabilities in the Consolidated Balance Sheet. Life Sciences During the year ended December 31, 2022, R2 Technologies entered into various note purchase agreements with Lancer Capital, an entity controlled by Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, for an aggregate $10.8 million in notes at a 18% per annum interest rate as of December 31, 2022. During 2023, R2 closed on an additional $6.6 million of notes, including $1.3 million of unpaid accrued interest which was capitalized into the new principal balance, increasing the aggregate outstanding principal to $17.4 million as of December 31, 2023. The per annum interest rate on the outstanding principal balance also increased to 20%. In addition, after various amendments throughout 2023, R2 entered into an amendment with Lancer Capital on November 15, 2023 to extend the maturity date of all outstanding prior existing notes to the earlier of January 31, 2024 or within five business days of the date on which R2 receives an aggregate $20.0 million from the consummation of a debt or equity financing. Subsequent to year end, the notes expired on January 31, 2024. Effective January 31, 2024, R2 and Lancer Capital simultaneously issued a new 20% note with an aggregate original principal amount of $20.0 million, which is comprised of the prior outstanding principal amounts and unpaid accrued interest of $2.6 million, which was capitalized into the new principal balance, with future interest payable monthly in arrears, in cash or, if not paid in cash, accrued and unpaid interest will be capitalized monthly into the principal balance. The maturity date of the new note is April 30, 2024 or within five For the years ended December 31, 2023 and 2022, R2 Technologies recognized interest expense related to the contractual interest coupon with Lancer Capital of $2.9 million and $0.8 million, respectively. Non-Operating Corporate 2026 Senior Secured Notes The $330.0 million aggregate principal amount of 8.50% senior secured notes due February 1, 2026 (the "2026 Senior Secured Notes") was issued in 2021 at 100% of par, with a stated annual interest rate of 8.50% and an effective interest rate of 9.3%, which reflects $10.8 million of deferred financing fees, including underwriting fees. For both the years ended December 31, 2023 and 2022, aggregate interest expense, including the contractual interest coupon and amortization of the deferred financing fees, was $30.1 million. 2026 Convertible Notes The $51.8 million of 7.50% 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 annual 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, 2023, the 2026 Convertible Notes had a net carrying value of $57.3 million inclusive of an unamortized premium of $6.0 million and unamortized deferred financing costs of $0.5 million. Based on the closing price of our common stock of $1.23 on December 31, 2023, the if-converted value of the 2026 Convertible Notes did not exceed its principal value. For both the years ended December 31, 2023 and 2022, aggregate interest expense recognized relating to both the contractual interest coupon and amortization of discount net of premium and deferred financing costs was $1.9 million. 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 year ended December 31, 2022, interest expense recognized relating to both the contractual interest coupon and amortization of the discount on the 2022 Convertible Notes was $0.2 million. Revolving Line of Credit The Company has a revolving credit agreement with MSD PCOF Partners IX, LLC ("MSD"), which has a maximum commitment of $20.0 million ("Revolving Line of Credit"). The Revolving Line of Credit has an interest rate margin applicable to loans borrowed under the Revolving Line of Credit of 5.75% and interest is paid quarterly. The Revolving Line of Credit also includes a commitment fee at a per annum rate of 1.0% calculated based off the actual daily amount of unused availability under the revolving credit line with MSD. On April 25, 2023, the Company extended the maturity date of its Revolving Credit Agreement from February 23, 2024, to March 16, 2025, and also changed the benchmark rates for interest to SOFR-based rates and lowered the amount of net cash proceeds from certain asset sales in excess of which a prepayment is required from $50.0 million to $10.0 million. The affirmative and negative covenants governing the Revolving Line of Credit are substantially consistent with the affirmative and negative covenants contained in the indenture that governs the 2026 Senior Secured Notes. In March 2023, the Company paid down $15.0 million of the Revolving Credit Agreement, and in May 2023 and July 2023, INNOVATE drew an aggregate additional $15.0 million under the Revolving Credit Agreement, bringing the outstanding balance to $20.0 million as of December 31, 2023. CGIC Unsecured Note Due 2026 On May 9, 2023, in connection with the redemption of the DBMGi Preferred Stock, the Company issued a subordinated unsecured promissory note to Continental General Insurance Company ("CGIC") in the principal amount of $35.1 million (the "CGIC Unsecured Note"). Refer to Note 16. Temporary Equity and Equity for additional information. The CGIC Note is due February 28, 2026, and bears interest at 9% per annum through May 8, 2024, 16% per annum from May 9, 2024 to May 8, 2025, and 32% per annum thereafter, and the effective interest rate on the note is 18.1%. The CGIC Unsecured Note also requires a mandatory prepayment from the proceeds from certain asset sales and the greater of $3 million or 12.5% of the proceeds from certain equity sales. Other covenants in the CGIC Unsecured Note are generally consistent with the Company's Indenture governing the 8.50% Senior Secured Notes due 2026, dated as of February 1, 2021, by and among the Company, the guarantors party thereto and U.S. Bank National Association. For the year ended December 31, 2023, interest expense recognized relating to the CGIC Unsecured Note was $4.1 million and cash paid for interest to CGIC was $1.8 million. 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. 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, 2023, the Company was in compliance with all covenants contained in the 2026 Senior Secured Notes. 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. 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. 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 . As of August 1, 2023 and thereafter, 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 five 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, 2023, the Company was in compliance with all covenants contained in the 2026 Convertible Notes. Revolving Credit Agreement Lender. MSD PCOF Partners IX, LLC Maturity. The Revolving Credit Agreement matures on March 16, 2025. 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 the Company's indentures, or any agreement governing other indebtedness the Company 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. 2026 Unsecured CGIC Note: Maturity. The 2026 Unsecured CGIC Note matures on February 28, 2026. Interest. The 2026 Unsecured CGIC Notes accrues interest at a rate 9% per year through May 8, 2024, 16% per year from May 9, 2024 to May 8, 2025, and 32% per year thereafter. Interest on the 2026 Convertible Notes is paid monthly, on the last day of each month or next succeeding business day. Issue Price . The issue price of the 2026 Unsecured CGIC Notes was 100% of par. Ranking . The note is a part of 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, 2026 Convertible Notes and structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries, including trade credit. Optional and Mandatory Prepayments. The Company may prepay the entire note or a portion thereof at any time, without incurring penalties or premiums. Such prepayments must cover the principal amount along with accrued interest up to the prepayment date, as well as any other outstanding amounts under the note. Any prepaid amount cannot be re-borrowed. The CGIC Unsecured Note also requires a mandatory prepayment from the proceeds from certain asset sales and the greater of $3 million or 12.5% of the proceeds from certain equity sales. Events of Default . The note contains customary events of default and contains cross-default provisions with the Company's Unsecured Indenture and Senior Debt which could, subject to certain conditions, cause the note to become immediately due and payable. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The income tax expense (benefit) for income taxes for the years indicated were as follows (in millions): Year Ended December 31, 2023 2022 Current tax expense (benefit) Federal $ — $ (2.7) State 4.5 2.9 Foreign 5.3 (0.4) Net current tax expense (benefit) $ 9.8 $ (0.2) Deferred tax expense (benefit) Federal $ 0.3 $ (0.6) State 0.2 0.1 Foreign (5.8) 1.6 Net deferred tax (benefit) expense $ (5.3) $ 1.1 Income tax expense $ 4.5 $ 0.9 The US and foreign components of income (loss) from continuing operations before income taxes for the years indicated were as follows (in millions): Year Ended December 31, 2023 2022 US $ (46.9) $ (45.1) Foreign 12.5 4.0 Loss from continuing operations before income taxes $ (34.4) $ (41.1) For the years indicated, the income tax expense 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): Year Ended December 31, 2023 2022 Tax (benefit) at federal statutory rate $ (7.2) $ (8.6) State tax, net of federal benefit 1.4 1.0 Non-deductible meals and entertainment 0.6 0.2 Executive and stock compensation 0.3 0.1 Increase (decrease) in valuation allowance 8.9 (0.7) Tax rate changes 1.2 1.7 Return to provision 0.6 3.2 Foreign withholding tax expense 4.4 — Gain on sale of investment 0.5 — Outside basis differences (6.9) 4.2 Other 0.7 (0.2) Income tax expense $ 4.5 $ 0.9 Income tax expense of $4.5 million for the year ended December 31, 2023 primarily relates to the tax expense as calculated under ASC 740 for taxpaying entities, for which there was an increase in current state tax expense at certain taxpaying entities due to an increase in profitability. The tax expense for the year ended December 31, 2023 includes a $1.1 million net tax benefit, consisting of a current tax expense of $4.4 million related to a foreign withholding tax payment and a deferred tax benefit of $5.5 million related to the reversal of the deferred tax liability associated with the $11.3 million HMN put option agreement and the expected foreign withholding taxes on the book over tax outside basis difference in the investment, both of which were related to the sale of New Saxon's 19% investment in HMN on March 6, 2023. 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 the Company does not believe it is more-likely-than not that the losses will be utilized prior to expiration. Income tax expense of $0.9 million for the year ended December 31, 2022 primarily related 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. 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 prior to expiration. 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, 2023 2022 Net operating loss carryforwards $ 74.7 $ 82.5 Basis difference in fixed assets 0.3 0.3 Deferred compensation 7.4 7.2 Sec. 163(j) carryforward 59.6 46.3 Lease liability 18.5 20.5 Investment in partnership 9.9 7.2 Other deferred tax assets 7.2 6.1 Total deferred tax assets 177.6 170.1 Valuation allowance (110.7) (101.6) Total net deferred tax assets $ 66.9 $ 68.5 Basis difference in fixed assets (19.5) (17.5) Right-of-use assets (17.3) (19.1) Basis difference in intangibles (30.4) (27.8) Other deferred tax liabilities (1.8) (11.5) Total deferred tax liabilities $ (69.0) $ (75.9) Net deferred tax liabilities $ (2.1) $ (7.4) 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, 2023 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. Net Operating Losses At December 31, 2023, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income of the U.S. consolidated group in the amount of $179.2 million. The Company expects that approximately $119.2 million of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2024 and later periods. This estimate may change based on changes to actual results reported on the 2023 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. 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 $57.3 million, generated prior to 2018 will expire, if unused, by 2037. Additionally, the Company has $138.0 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 $92.9 million from R2, $42.7 million from DTV America, and other entities of $2.4 million. Of the $138.0 million of gross U.S. net operating loss carryforwards, $101.9 million was generated after 2017 and will have an indefinite carryforward period; the remaining $36.1 million was generated prior to 2018 and 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, 2023, the Company had foreign operating loss carryforwards of approximately $1.2 million. Unrecognized Tax Benefits 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, 2023, and 2022 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, 2023 2022 Uncertain tax benefits - January 1 $ 17.6 $ 17.6 Gross decreases - Tax positions in prior year — — Uncertain tax benefits - December 31 $ 17.6 $ 17.6 Examinations 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 2002-2022 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. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Unrecorded future minimum purchase commitments as of December 31, 2023 were as follows (in millions): 2024 $ 203.6 2025 0.3 Total commitments $ 203.9 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. 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 as well as any legal costs incurred related to the litigation. 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. DTV Derivative Litigation On March 15, 2021, 22 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 (the "Gray Media Claim"); (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 On February 8, 2024, the Court granted Plaintiffs’ motion for leave to file a second amended complaint. The proposed second amended complaint (i) names DTV as a nominal defendant, (ii) removes the Gray Media Claim, and (iii) removes all Plaintiffs other than James Bocock and Stan V. Smith on Behalf of the Stan V. Smith Trust dated April 30, 1993. The Court ordered Plaintiffs to file their second amended complaint on or before February 13, 2024. On February 14, 2024, Plaintiffs filed their second amended complaint. 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. Meruelo Television Litigation On August 8, 2023, Meruelo Television, LLC (“Plaintiff”) commenced a lawsuit in the Superior Court of the State of California, Los Angeles County, with the filing of a complaint naming as defendants HC2 Network, Inc. (“HC2”), INNOVATE Corp. (“INNOVATE” and, together with HC2, "Defendants"), and Does 1 through 20, in the matter titled Meruelo Television, LLC v. HC2 Network, Inc., et al. (Cal. Supr. Ct.) Case No. 23ST-cv-18552. On September 29, 2023, Defendants filed a Notice of Removal, removing the case from California state court to federal court in the U.S. District Court for the Central District of California, where it has been assigned Case No. 2:23-cv-08184-AB-BFM. On October 27, 2023, Plaintiff filed its First Amended Complaint (the “FAC”), asserting six (6) causes of action against Defendants: (1) Breach of Contract, (2) Breach of the Implied Covenant of Good Faith and Fair Dealing, (3) Negligent Misrepresentation, (4) Intentional Misrepresentation, (5) Tortious Interference with Contract, and (6) Tortious Interference with Prospective Economic Relations. On November 11, 2023, Defendants filed a motion to dismiss the FAC (Defendants’ “Motion”). On January 30, 2024, the Court granted Defendants’ Motion, dismissing all claims asserted against Innovate and, with the exception of the First Cause of Action for Breach of Contract, dismissing all claims against HC2. The Court further granted Plaintiff leave to file, within twenty-one (21) days, a second amended complaint to repleading the claims against Innovate and the Fourth and Fifth Causes of Action against HC2. On February 20, 2024, Plaintiff filed its Second Amended Complaint (the “SAC”). The SAC asserts only one cause of action, Count I for breach of the Agreement, as against both HC2 and INNOVATE. Whereas INNOVATE is a non-party to the Agreement at issue, Plaintiff alleges that Innovate can be held liable under Count I as the alleged alter ego of HC2. Defendants are assessing their potential response to the SAC. INNOVATE is unable to assess the probability of loss or range of potential loss from this litigation at this time and intends to vigorously defend the litigation. Other Commitments and Contingencies Letters of Credit and Performance Bonds As of December 31, 2023, DBMG had outstanding letters of credit of $0.1 million under credit and security agreements and performance bonds of $360.8 million. 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. 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. The ratings of the bonding companies utilized by DBMG are highly rated, ranging from A-, A, A+ and AA. Concentrations of Credit Risk and 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 held $6.3 million and $4.1 million of cash and restricted cash in foreign accounts as of December 31, 2023 and 2022, 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 year ended December 31, 2023, two customers exceeded 10% of the Company's revenue and accounted for approximately 29.2% and 11.4%, respectively, and two customers accounted for more than 10% of accounts receivable, net, for approximately 30.0% and 11.5%, respectively. For the year 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, net, for approximately 11.5%. |
Employee Retirement Plans
Employee Retirement Plans | 12 Months Ended |
Dec. 31, 2023 | |
Postemployment Benefits [Abstract] | |
Employee Retirement Plans | 14. 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 feature matching contributions of various percentages of the first 3% to 5% of employee annual salary contributions, depending on the subsidiary. The Company made aggregate matching contributions of $3.3 million and $2.9 million for the years ended December 31, 2023 and 2022, respectively. 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 $17.3 million and $35.0 million during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, approximately 14.1% of DBMG’s employees are covered under various collective bargaining agreements. As of December 31, 2023, 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. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Compensation | 15. 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, 2023, 0.8 million shares for awards remain available for issuance under the 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 $2.2 million and $2.4 million for the years ended December 31, 2023 and 2022, respectively. All grants are time based and vest either immediately or over a period established at grant, typically with a requisite service period of two Restricted Stock A summary of INNOVATE’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value 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 Granted 506,955 $ 2.57 Vested (1,023,032) $ 2.32 Unvested - December 31, 2023 625,729 $ 2.95 The aggregate vesting date fair value of the restricted stock awards which vested during the years ended December 31, 2023 and 2022 was $1.9 million and $0.9 million, respectively. As of December 31, 2023, the total unrecognized stock-based compensation expense related to unvested restricted stock awards was $1.0 million and is expected to be recognized over the remaining weighted average period of 1.4 years. Stock Options A summary of INNOVATE’s stock option activity is as follows: Shares Weighted Average Exercise Price 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 Expired (352,339) $ 3.12 Outstanding and exercisable - December 31, 2023 4,642,811 $ 5.17 |
Temporary Equity and Equity
Temporary Equity and Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Temporary Equity and Equity | 16. Temporary Equity and Equity Preferred Shares The Company’s preferred shares authorized, issued and outstanding consisted of the following: December 31, 2023 2022 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 Series A-3 and Series A-4 Shares Issuance and Conversion. On July 1, 2021 (the "Exchange Date") as a part of the sale of Continental Insurance Group ("CIG"), INNOVATE entered into an exchange agreement (the "Exchange Agreement") with Continental General Insurance Company ("CGIC"), also a former subsidiary, which held the remaining shares of the Company's previous Series A and Series A-2 Preferred Stock and was eliminated in consolidation prior to the sale of the Company's former 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 mature on July 1, 2026. 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 and with a current fair value of $16.4 million as of December 31, 2023. 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 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 values of the Series A-3 and Series A-4 Preferred Stock are 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 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 in 2021 were $3.52 for the Series A and $5.33 for the Series A-2. Redemption by the Holders / 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, 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 20 trading days out of the thirty trading day period used to calculate the 30-day VWAP. In the event of a forced conversion, the holders of Series A-3 and Series A-4 will have the ability to elect cash settlement in lieu of conversion if certain market liquidity thresholds for the Company's common stock are not achieved. Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company (any such event, a “Liquidation Event”), the holders of Series A-3 and Series A-4 will be entitled to receive per share the greater of (i) the accrued value of the Series A-3 and Series A-4, plus any accrued and unpaid dividends (to the extent not included in the accrued value of Series A-3 and Series A-4), and (ii) the value that would be received if the share of Series A-4 and Series A-4 were converted into shares of the Company's common stock immediately prior to such occurrence. The Series A-3 and Series A-4 will rank junior to any existing or future indebtedness but senior to the Company's common stock and any future equity securities other than any future senior or pari passu preferred stock issued in compliance with each Certificate of Designation. The Series A-3 Preferred Stock and the Series A-4 Preferred Stock rank at parity. Voting Rights. Except as required by applicable law, the holders of the shares of the Series A-3 and Series A-4 will be entitled to vote on an as-converted basis with the holders of the 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, 2023, 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, 2023 and 2022, INNOVATE's Board of Directors (the "Board") declared cash dividends with respect to INNOVATE’s issued and outstanding Preferred Stock, as presented in the following table (in millions): 2023 Declaration Date and Holders of Record Date March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Payment Date April 17, 2023 July 14, 2023 October 13, 2023 January 15, 2024 Total Dividend $ 0.3 $ 0.3 $ 0.3 $ 0.3 2022 Declaration Date and 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 DBMGi Series A Preferred Stock Issuance . On November 30, 2018, CGIC purchased 40,000 shares of DBMGi's Series A Fixed-to-Floating Rate Perpetual Preferred Stock (the “DBMGi Preferred Stock”), which was then eliminated in consolidation. On July 1, 2021, as a part of the sale of CIG which resulted in the deconsolidation of the entity, the Company was deemed to have issued $40.9 million of DBMGi Series A Preferred Stock to the then deconsolidated CGIC. Upon the deemed issuance of the DBMGi Series A Preferred Stock on July 1, 2021, the DBMGi Series A Preferred Stock was classified as temporary equity in the Company's Consolidated Balance Sheet. There are 500,000 shares with a par value of $0.001 each authorized for issuance. Subsequent to the issuance of the DBMGi Preferred Stock, 1,820.25 shares were issued as payment in kind for dividends, resulting in a total of 41,820.25 shares of DBMGi's Series A Preferred Stock outstanding. Redemption. 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. On March 15, 2023, DBMGi received a redemption notice from CGIC requesting that DBMGi redeem 41,820.25 shares of DBMGi Preferred Stock, representing all of the issued and outstanding shares of DBMGi Preferred Stock, within 60 days of the notice, or by May 15, 2023. On May 9, 2023, the Company entered into a Stock Purchase Agreement and Subordinated Unsecured Promissory Note with CGIC whereby INNOVATE purchased the 41,820.25 shares of DBMGi Preferred Stock for full satisfaction of the redemption notice. In full consideration of the DBMGi Preferred Stock as well as the accrued dividend of $0.4 million, the Company paid CGIC $7.1 million on May 9, 2023, and issued a subordinated unsecured promissory note to CGIC in the principal amount of $35.1 million. The promissory note is due February 28, 2026, and bears interest at 9% per annum through May 8, 2024, 16% per annum from May 9, 2024 to May 8, 2025, and 32% per annum thereafter. Refer to Note 11. Debt Obligations for additional information on the promissory note. The DBMGi Series A Preferred Stock was measured each reporting period at its maximum redemption value, which was equal to the stated value plus all accrued, accumulated and unpaid dividends as of the end of each reporting period, as they were currently redeemable. The carrying amount as of May 9, 2023 was $41.8 million as well as the accrued dividend of $0.4 million and, subsequently, there was no gain or loss on the purchase of the DBMGi Preferred Stock from CGIC. Dividends. The DBMGi Series A Preferred Stock accrued 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 to May 9, 2023, the date that INNOVATE purchased the DBMGi Preferred Stock, the dividends are eliminated on consolidation. The dividends and equivalent amounts paid (excluding amounts eliminated on consolidation) are presented in the following tables (in millions): 2023 Declaration Date and Holders of Record Date March 31, 2023 May 9, 2023 * Payment Date April 17, 2023 May 9, 2023 * Total Dividend $ 0.9 $ 0.4 *The dividend paid on April 17, 2023 was a cash dividend. In connection with the Stock Purchase Agreement entered into with CGIC on May 9, 2023, an equivalent amount of the dividend that had accrued through May 8, 2023 was paid to CGIC on May 9, 2023 as part of the purchase price. $0.1 million was paid in cash and $0.3 million was included in the principal amount of the new unsecured note that was issued on May 9, 2023. The dividends that accrued for the remaining portion of those periods were eliminated on consolidation subsequent to the purchase. 2022 Declaration Date and 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 cash dividends. The DBMGi Board of Directors elected to pay the second quarter 2022 dividend payable July 15, 2022 in shares. R2 Technologies Non-Controlling Interests The Company has redeemable and non-redeemable non-controlling interests related to R2 Technologies in the form of convertible preferred stock that is redeemable upon the occurrence of a change in control, as defined in the respective agreements. If an event is not solely within the control of the Company, it is classified outside of permanent equity in the mezzanine section of the Company's Consolidated Balance Sheets. The Company adjusts the carrying value of the non-controlling interests based on an allocation of subsidiary earnings (losses) based on ownership interests. As of December 31, 2023, the Company has reclassified $9.0 million of R2 redeemable non-controlling interest to non-controlling interest in accordance with the considerations of ASC 480. As of December 31, 2023, and 2022, it was not deemed probable that the non-controlling interests will become redeemable as no change in control has occurred or is expected to occur; therefore, no additional adjustment or remeasurement was required under ASC 480-10. As a result of allocation of losses in accordance with ASC 810, the redeemable non-controlling interest related to R2 was negative $1.0 million and negative $3.8 million as of December 31, 2023, and 2022, respectively. Liquidation Preference R2 Technologies has issued multiple A, B, and C-series participating convertible preferred stock (the "R2 Preferred Shares"), all of which contain a liquidation preference. In the event of a liquidation event, each Preferred Share has a liquidation preference to be paid out of the assets legally available for distribution, which entitles the holder of each series A and series C R2 Preferred Share to receive, before any payments to holders of junior securities, the sum of the following: (i) the accrued value in cash; (ii) all accrued and unpaid dividends, including basic dividends and accreting dividends, if any, and (iii) an amount, in cash or otherwise, equivalent to what the holder would receive if they had converted the R2 Preferred Shares into R2 common stock or reference property just before the liquidation event. Series B R2 Preferred Shareholders would be entitled to receive, before any payments to holders of junior securities, the greater of (i) the sum of (A) the accrued value in cash, plus (B) all accrued and unpaid dividends, including basic dividends and accreting dividends, if any, or (ii) an amount, in cash or otherwise, equivalent to what the holder would receive if they had converted the R2 Preferred Shares into R2 common stock or reference property just before the liquidation event. If the assets of R2 legally available for distribution are insufficient to pay these obligations in full, R2 Preferred Shareholders and holders of any parity securities share the remaining assets in proportion to the full respective amounts to which they are entitled. After receiving the full liquidation preference, R2 Preferred Shareholders have no further claim to R2's assets, except for any new securities or instruments received as part of the liquidation preference. The value of non-cash assets distributed equals their fair market value on the distribution date. No holder of junior securities receives any payment unless the entire liquidation preference of R2 Preferred Shares is paid. If there is insufficient cash to pay the entire liquidation preference and any liquidation preference in respect of any parity securities in full in cash upon a liquidation event, R2 Preferred Shareholders and parity securities holders will share available cash proportionally. R2 Technologies' total liquidation preference upon a hypothetical liquidation event, including the liquidation preference for Pansend Life Sciences, LLC was $112.3 million and $104.0 million as of December 31, 2023 and 2022, respectively, of which $48.0 million and $44.5 million as of December 31, 2023 and 2022, respectively, was attributable to redeemable and non-redeemable non-controlling interests, inclusive of initial preferred stock and unpaid accreted dividends. However, as of both December 31, 2023, and 2022, R2 Technologies had negative net assets after consideration of intercompany and third party debt, and, therefore, there would be no legally available funds to satisfy such liquidation preferences upon a hypothetical liquidation event. Stockholders’ Rights Agreement - Tax Benefits Preservation Plan On August 30, 2021, the Company entered into a Tax Benefits Preservation Plan (the “2021 Preservation Plan”) with Computershare Trust Company, N.A., as Rights Agent. The 2021 Preservation Plan was intended 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 2021 Preservation Plan which could result in significant dilution in the ownership interest of such person or group. As such, the 2021 Preservation Plan has anti-takeover effects. In connection with the adoption of the 2021 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. The 2021 Preservation Plan terminated on March 31, 2023. On April 1, 2023, the Company entered into a new Tax Benefits Preservation Plan (the “2023 Preservation Plan”) with Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), and the Board of Directors of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of common stock, par value $0.001 per share, of the Company (the “Common Stock”) to stockholders of record at the close of business on April 10, 2023 (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 $15.00 per Unit, subject to adjustment (the “Purchase Price”). Rights Certificates and Exercise Period Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the 2023 Preservation Plan, the Rights will separate from the Common Stock then outstanding and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) ten Until the Distribution Date, (i) the Rights will be evidenced by the Common Stock certificates (or, in the case of book entry shares, by the notations in the book entry accounts) and will be transferred with and only with such Common Stock, (ii) new Common Stock certificates issued after the Record Date will contain a notation incorporating the 2023 Preservation Plan by reference and (iii) the surrender for transfer of any certificates for Common Stock outstanding will also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. Pursuant to the 2023 Preservation Plan, the Company reserves the right (prior to the occurrence of a Triggering Event (as defined below) and upon any exercise of Rights) to make the necessary and appropriate rounding adjustments so that only whole shares of Series B Preferred Stock will be issued. The definition of “Acquiring Person” contained in the 2023 Preservation Plan contains several exemptions, including for (i) the Company or any of the Company’s subsidiaries; (ii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iii) any person who becomes the beneficial owner of 4.9% or more of the shares of the Common Stock then outstanding as a result of (x) a reduction in the number of shares of Common Stock by the Company due to a or (y) a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases his ownership by more than 0.5% over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (iv) any person who, together with all affiliates and associates of such person, was the beneficial owner of 4.9% or more of the shares of the Common Stock then outstanding on the date of the 2023 Preservation Plan, unless and until such person and its affiliates and associates increase their aggregate ownership by more than 0.5% over their lowest percentage stock ownership on or after the date of the 2023 Preservation Plan or decrease their aggregate percentage stock ownership below 4.9%; (v) any person who, within ten business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within ten 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 June 30, 2024 (as extended in June 2023 from October 31, 2023 to June 30, 2024) 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 June 30, 2024 (which later date and time shall be in no event later than 11:59 p.m. (New York City time) on October 1, 2026), (ii) the time at which the Rights are redeemed or exchanged as provided in the 2023 Preservation Plan, (iii) the time at which the Board determines that the 2023 Preservation 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. |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | 17. 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 a former CEO of INNOVATE 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. On May 9, 2023, the Company entered into a Stock Purchase Agreement and Subordinated Unsecured Promissory Note with CGIC, a significant shareholder, in the principal amount of $35.1 million. Refer to Note 11. Debt Obligations and Note 16. Temporary Equity and Equity for additional information. In December 2023, the Company entered into a sublease agreement with PBCIC, a Florida not-for-profit corporation and related party to Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, who is also on the board of directors of PBCIC. Pursuant to the sublease, the Company allows PBCIC use of the underlying space with no required lease payments and, as consideration, PBCIC has agreed to undertake all of the tenant’s build-out costs and related obligations under the lease agreement between the Company, as tenant, and RPP Palm Beach Property LP, as landlord. Refer to Note 9. Leases for additional information. Lancer Capital, an entity controlled by Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, held $2.0 million of principal amount of the Company's $51.8 million 7.5% 2026 Convertible Notes, as of both December 31, 2023 and 2022. The $2.0 million in notes are convertible into 468,594 shares of common stock of INNOVATE Corp. upon conversion. Refer to Note 11. Debt Obligations for additional information on the 2026 Convertible Notes. During both the years ended December 31, 2023 and 2022, Lancer Capital earned $0.2 million in interest relating to these notes. Infrastructure Banker Steel previously leased two planes from Banker Aviation, LLC, a related party that is owned by Donald Banker, the former CEO of Banker Steel. During the first quarter of 2022, one of the two plane leases was terminated, and during the fourth quarter of 2023, the second plane lease was terminated. For the years ended December 31, 2023 and 2022, DBMG incurred lease expense related to these leases of $1.2 million and $1.3 million, respectively. DBMG and Banker Steel, jointly and severally, have a subordinated 4.0% note payable to Banker Steel's former owner, in which Donald Banker's family trust has a 25% interest, and jointly and severally also had a subordinated 8.0% note payable to Donald Banker's family trust. During the year ended December 31, 2023, DBMG made $12.1 million in scheduled repayments of the principal on these notes and made accelerated repayments of $16.6 million in full settlement of the 8.0% subordinated note. Banker Steel also previously had a subordinated 11.0% note payable to Donald Banker of $6.3 million, which was redeemed in full by DBMG on April 4, 2022. As of December 31, 2023, the 4.0% note payable had a remaining balance of $5.0 million. For the years ended December 31, 2023 and 2022, DBMG incurred aggregate interest expense related to these notes of $1.5 million and $2.3 million, respectively, and the accrued interest was $0.1 million and $0.5 million as of December 31, 2023 and 2022, respectively. Life Sciences During the year ended December 31, 2022, R2 Technologies entered into various note purchase agreements with Lancer Capital, an entity controlled by Avram A. Glazer, the Chairman of INNOVATE's Board of Directors, for an aggregate $10.8 million in notes at a 18% per annum interest rate as of December 31, 2022. During 2023, R2 closed on an additional $6.6 million of notes, including $1.3 million of unpaid accrued interest which was capitalized into the new principal balance, increasing the aggregate outstanding principal to $17.4 million as of December 31, 2023. The per annum interest rate on the outstanding principal balance also increased to 20%. In addition, after various amendments throughout 2023, R2 entered into an amendment with Lancer Capital on November 15, 2023 to extend the maturity date of all outstanding prior existing notes to the earlier of January 31, 2024 or within five business days of the date on which R2 receives an aggregate $20.0 million from the consummation of a debt or equity financing. Subsequent to year end, the notes expired on January 31, 2024. Effective January 31, 2024, R2 and Lancer Capital simultaneously issued a new note with an aggregate original principal amount of $20.0 million, which is comprised of the prior outstanding principal amounts and unpaid accrued interest of $2.6 million, which was capitalized into the new principal balance, with future interest payable monthly in cash or, if not paid in cash, accrued and unpaid interest is capitalized monthly into the principal balance. The maturity date of the new note is April 30, 2024 or within five For the years ended December 31, 2023 and 2022, R2 Technologies recognized interest expense related to the contractual interest coupon with Lancer Capital of $2.9 million and $0.8 million, respectively. As of December 31, 2023 and 2022, R2 Technologies had accrued interest payable to Lancer Capital of $2.4 million and $0.8 million, respectively. For the years ended December 31, 2023 and 2022, R2 Technologies recognized revenues of $0.7 million and $3.0 million, respectively, from sales to a subsidiary of Huadong, a related party of R2 Technologies. The were no related receivables from this subsidiary of Huadong as of December 31, 2023 and there were $0.6 million of related receivables from this subsidiary with Huadong as of December 31, 2022. For the years ended December 31, 2023 and 2022, R2 Technologies incurred approximately $0.3 million and $0.4 million, respectively, of stock compensation and royalty expenses related to Blossom Innovations, LLC, an investor of R2 Technologies since 2014. Refer to Note 6. Investments for transactions with equity method investees of the Company, refer to Note 9. Leases for related party transactions related to a lease and refer to Note 22. Subsequent Events for a related party transaction with Lancer Capital. |
Operating Segments and Related
Operating Segments and Related Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Operating Segments and Related Information | 18. 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. The Company also has a Non-Operating Corporate segment. All inter-segment transactions are eliminated on consolidation. There are no inter-segment revenues. The Company's revenue concentrations of 10% and greater were as follows: Year Ended December 31, Segment 2023 2022 Customer A Infrastructure 29.2% 23.8% Customer B Infrastructure 11.4% * * Less than 10% revenue concentration Summarized financial information with respect to the Company’s operating segments is as follows (in millions): Year Ended December 31, 2023 2022 Revenue Infrastructure $ 1,397.2 $ 1,594.3 Life Sciences 3.3 4.3 Spectrum 22.5 38.7 Total revenue $ 1,423.0 $ 1,637.3 Year Ended December 31, 2023 2022 Income (loss) from operations Infrastructure $ 64.4 $ 57.5 Life Sciences (15.0) (20.1) Spectrum (3.4) (3.8) Other (3.1) (0.6) Non-Operating Corporate (16.4) (19.6) Total income from operations $ 26.5 $ 13.4 Year Ended December 31, 2023 2022 Reconciliation of the consolidated segment income from operations to consolidated loss from operations before income taxes: Income from operations $ 26.5 $ 13.4 Interest expense (68.2) (52.0) Loss from equity investees (9.4) (1.3) Other income (expense), net 16.7 (1.2) Loss from operations before income taxes $ (34.4) $ (41.1) Year Ended December 31, 2023 2022 Depreciation and Amortization Infrastructure $ 14.4 $ 21.0 Infrastructure recognized within cost of revenue 15.7 15.0 Total Infrastructure 30.1 36.0 Life Sciences 0.5 0.3 Life Sciences recognized within cost of revenue 0.1 — Total Life Sciences 0.6 0.3 Spectrum 5.2 5.8 Non-Operating Corporate 0.1 0.1 Total depreciation and amortization $ 36.0 $ 42.2 Year Ended December 31, 2023 2022 Capital Expenditures (*) Infrastructure $ 16.6 $ 16.5 Life Sciences 0.5 0.8 Spectrum 1.0 3.3 Non-Operating Corporate 0.3 0.1 Total $ 18.4 $ 20.7 (*) The above capital expenditures exclude assets acquired under finance lease and other financing obligations. December 31, 2023 2022 Investments Life Sciences $ 1.8 $ 7.6 Other — 51.9 Total $ 1.8 $ 59.5 December 31, 2023 2022 Equity Method Investments (included in Investments above) Life Sciences $ 0.9 $ 3.0 Other — 40.6 Total $ 0.9 $ 43.6 December 31, 2023 2022 Total Assets Infrastructure $ 851.4 $ 879.3 Life Sciences 8.3 15.4 Spectrum 176.6 188.2 Other — 53.6 Non-Operating Corporate 7.3 15.2 Total $ 1,043.6 $ 1,151.7 |
Basic and Diluted Loss Per Comm
Basic and Diluted Loss Per Common Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss Per Common Share | 19. Basic and Diluted Loss Per Common Share Earnings (loss) per share 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. The Company had no dilutive common stock equivalents during the years ended December 31, 2023 and 2022 due to the results from continuing operations being a loss, net of tax. For the years ended December 31, 2023, and 2022, 951,861 and 868,104, respectively, of common stock equivalents from unvested restricted stock 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, 2023 and 2022 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): Year Ended December 31, 2023 2022 Net loss $ (38.9) $ (42.0) Net loss attributable to non-controlling interest and redeemable non-controlling interest 3.7 6.1 Net loss attributable to INNOVATE Corp. (35.2) (35.9) Less: Preferred dividends 2.4 4.9 Net loss attributable to common stockholders $ (37.6) $ (40.8) Weighted-average common stock outstanding 78.1 77.5 Loss per share - basic and diluted $ (0.48) $ (0.53) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 20. 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, 2023 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Measurement alternative investment (1) $ 0.9 $ 0.9 $ — $ 0.9 $ — Total assets not accounted for at fair value $ 0.9 $ 0.9 $ — $ 0.9 $ — Liabilities Debt obligations (2) $ 707.4 $ 621.8 $ 283.2 $ 338.6 $ — Total liabilities not accounted for at fair value $ 707.4 $ 621.8 $ 283.2 $ 338.6 $ — (1) Refer to Note 6. Investments for additional information. (2) Excludes lease obligations accounted for under ASC 842 , Leases . December 31, 2022 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Measurement alternative investment (1) $ 11.3 $ 11.3 $ — $ — $ 11.3 Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3 Liabilities Debt obligations (2) $ 712.3 $ 643.0 $ 237.6 $ 405.4 $ — Total liabilities not accounted for at fair value $ 712.3 $ 643.0 $ 237.6 $ 405.4 $ — (1) Was comprised of a put option that related to the Company's 19% investment in HMN, which was sold March 6, 2023. Refer to Note 6. Investments for additional information. (2) Excludes lease obligations accounted for under ASC 842 , Leases . Debt Obligations. |
Supplementary Financial Informa
Supplementary Financial Information | 12 Months Ended |
Dec. 31, 2023 | |
Offsetting [Abstract] | |
Supplementary Financial Information | 21. Supplementary Financial Information Other income (expense), net The following table provides information relating to Other income (expense), net (in millions): Year Ended December 31, 2023 2022 Gain on sale of investments $ 12.0 $ — Gain on step-up of equity method investment 3.8 — Other 0.9 (1.2) Total $ 16.7 $ (1.2) 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 (in millions): Year Ended December 31, 2023 2022 Cash and cash equivalents, beginning of the year $ 80.4 $ 45.5 Restricted cash 0.3 2.0 Restricted cash included in other assets (non-current) 1.5 — Total cash, cash equivalents and restricted cash, beginning of the year $ 82.2 $ 47.5 Cash and cash equivalents, end of the year $ 80.8 $ 80.4 Restricted cash 0.9 0.3 Restricted cash included in other assets (non-current) 0.6 1.5 Total cash and cash equivalents and restricted cash, end of the year $ 82.3 $ 82.2 Supplemental cash flow information: Cash paid for interest $ 49.0 $ 42.5 Cash paid for taxes, net of refunds $ 6.7 $ 5.9 Non-cash investing and financing activities: Unsecured note issued in connection with purchase of preferred stock and payment of dividends $ 35.1 $ — Accrued interest, exit fees and other fees capitalized into principal debt $ 1.3 $ 17.5 Property, plant and equipment included in accounts payable or accrued expenses $ 0.9 $ 0.4 Issuance of preferred stock $ — $ 0.9 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events Rights Offering and Private Placement On February 23, 2024, the Company's Board of Directors approved a plan to proceed with a $19.0 million rights offering for its common stock and fixed March 6, 2024 as the record date for holders of common stock entitled to participate in the rights offering. On March 5, 2024, the Company set the subscription price at which the rights would be exercisable at $0.70 per share and entered into an investment agreement (the “Investment Agreement”) with Lancer Capital, a related party and an entity controlled by Avram A. Glazer, the Chairman of INNOVATE's Board of Directors and a beneficial owner of 29.1% of the Company's common stock, pursuant to which the rights offering will be backstopped by Lancer Capital. Because the rules of the NYSE prohibit the issuance to Lancer Capital of more than 1% of our common stock outstanding before the issuance unless stockholder approval of such issuance is obtained, in lieu of purchasing common stock under the back-stop arrangement Lancer Capital will purchase up to $19.0 million of Series C Non-Voting Participating Convertible Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”) to be newly authorized by the Company. The Series C Preferred Stock is intended to be the economic equivalent of common stock, participating on an as-converted basis in all dividends, distributions, merger consideration and all other consideration receivable by holders of common stock, and a means through which the back-stop arrangement can be effected prior to the completion of the stockholder vote and the satisfaction of any other regulatory requirements. Pursuant to the Investment Agreement, and as a result of limitations on the amount that can be raised under the Company’s effective shelf registration statement on Form S-3, Lancer Capital will also purchase an additional $16.0 million of Series C Preferred Stock in a private placement transaction to close concurrently with the settlement of the rights offering. Under the rules of the NYSE, because the shares Lancer Capital will purchase in the concurrent private placement are greater than 20% of our common stock outstanding before the issuance of the Series C Preferred, those shares of Series C Preferred Stock may not be converted unless stockholder approval of such issuance is obtained. The Investment Agreement provides that, in the event that for any reason the rights offering is not settled by March 28, 2024, then Lancer Capital will purchase $25 million of Series C Preferred Stock. The Company refers to this arrangement as the “equity advance.” Upon the closing of the rights offering, to the extent that Lancer Capital would have, based on the number of shares of common stock actually sold upon exercise of the rights, purchased less than $25 million of Series C Preferred Stock under the back-stop commitment and the concurrent private placement, the Company will redeem the excess shares of Series C Preferred Stock purchased by Lancer Capital under the equity advance at the redemption price of $1,000 per share from the proceeds of the rights offering. The Series C Preferred Stock terms are set forth in a form of certificate of designations attached as Exhibit A to the Investment Agreement and include a liquidation preference junior to the Company’s existing preferred stock and equal to the Company’s common stock (other than a preference of $0.001 per share of Series Preferred Stock that will be paid to the holders of thereof before any payment or distribution is made to the holders of the common stock). The certificate of designations for the Series C Preferred Stock will be filed with the Secretary of State of the State of Delaware on the early of the closing of the equity advance of the settlement of the rights offering. In connection with the Investment Agreement, on March 5, 2024 the Company and Lancer entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company granted Lancer certain customary shelf demand and piggyback registration rights with respect to the common stock issuable upon conversion of the Series C Preferred Stock purchased under the Investment Agreement. Assuming that the Company proceeds with the rights offering and that shares of Series C Preferred Stock are issued to Lancer pursuant to the Investment Agreement the Company intends to seek stockholder approval for the conversion of the Series C Preferred Stock into shares of our common stock at the Company’s 2024 annual stockholders meeting. The Series C Preferred Stock to be issued to Lancer pursuant to the Investment Agreement will not be registered under the Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | 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 non-controlling interest component of total equity. |
Basis of Presentation and Liquidity | Basis of Presentation and Liquidity The accompanying Consolidated Financial Statements of the Company included herein have been prepared 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. On February 23, 2024, the Company's Board of Directors (the “Board”) approved a plan to proceed with a $19.0 million rights offering for its common stock and fixed March 6, 2024 as the record date for holders of common stock entitled to participate in the rights offering. On March 5, 2024, the Company set the subscription price at which the rights would be exercisable at $0.70 per share and entered into an investment agreement (the “Investment Agreement”) with Lancer Capital LLC (“Lancer Capital”), a related party and an entity controlled by Avram A. Glazer, the Chairman of the Board and a beneficial owner of 29.1% of the Company's common stock, pursuant to which the rights offering will be backstopped by Lancer Capital. Pursuant to the Investment Agreement, Lancer Capital will also purchase an additional $16.0 million of the Company’s new Series C Preferred Stock in a private placement transaction to close concurrently with the settlement of the rights offering. For more information regarding the back-stop and private placement commitments from Lancer Capital under the Investment Agreement, refer to Note 22. Subsequent Events. At this time, management believes that the Company will be able to continue to meet its liquidity requirements and fund its fixed obligations (such as debt service and operating leases) and other cash needs for its operations for at least the next twelve months from the issuance of the Consolidated Financial Statements through a combination of available cash on hand, distributions from the Company’s subsidiaries and the rights offering together with the back-stop and private placement commitments from Lancer Capital under the Investment Agreement. 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 the Company is 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. |
Cash and Cash Equivalents | 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 | 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 | Acquisitions The Company accounts for acquisitions 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 |
Equity Method Investments | 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 Scaled Cell, of which we own an approximately 46.2% interest in MediBeacon and an approximately 20.1% interest in Scaled Cell as of December 31, 2023. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. 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. Measurement Alternative Investments The Company utilizes the measurement alternative method to account for investments when it does not possess the ability to exercise significant influence or control and the investment does not have a readily determinable fair value. Under this method, investments are initially recognized at cost and subsequently measured at cost, adjusted for any observable changes in the fair value of the investment. In addition, the Company reviews the carrying value of investments measured under the measurement alternative for impairment on a regular basis. If there is an indication of impairment, the Company assesses whether the carrying value of the investment exceeds its recoverable amount. Any impairment losses are recognized in the financial statements. |
Fair Value Measurements | 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. 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, redeemable non-controlling interests and debt obligations. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at amounts due from customers net of provision for expected credit losses. 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. As of January 1, 2023 the company adopted Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. At each balance sheet date, all potentially uncollectible accounts are assessed individually for the purpose of determining the appropriate provision for doubtful accounts. Management has elected to use a risk-based, pool-level segmentation framework to calculate the expected loss rate. Management evaluates its experience with historical losses and then applies this historical loss ratio to financial assets with similar characteristics. The Company’s historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market or other circumstances. The Company may also establish an allowance for credit losses for specific receivables when it is probable that the receivable will not be collected and the loss can be reasonably estimated. Amounts are written off against the allowance when they are considered to be uncollectible, and reversals of previously reserved amounts are recognized if a specifically reserved item is settled for an amount exceeding the previous estimate. 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. |
Inventory | Inventory |
Accounting for Income Taxes | 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, 2023, 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, 2023. 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 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. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill and intangible assets deemed to have indefinite lives are not amortized, but, rather, tested for impairment. The Company tests goodwill and indefinite lived intangibles for impairment at least annually in the fourth quarter (October 1st) or when factors indicate potential impairment (i.e., events occur or circumstances change that indicate the potential impairment under ASC 350, Intangibles - Goodwill and Other ("ASC 350"). In addition to the foregoing, management reviews 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 management 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. Intangible assets that have finite lives are amortized over their estimated useful lives and are subject to the impairment provisions of ASC 360, Property, plant, and equipment ("ASC 360"). The Company elected to utilize a qualitative assessment to evaluate whether it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying value, and if so, a quantitative test is performed. The quantitative evaluation for impairment of indefinite lived intangibles follows the same approach as described with goodwill above and consists 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. Under the quantitative test, management estimates the fair value of a reporting unit, which 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 our 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. Further, management assesses the current market capitalization, forecasts and the amount by which the fair values exceeded the carrying values. If the carrying amount of the reporting unit exceeds the fair value, an impairment loss shall be recognized in an amount equal to the excess. Based on qualitative assessments performed as of October 1, 2023, management determined it was more likely than not that the fair value of its reporting units and the fair value of the indefinite-lived intangible assets exceeded their carrying values, and, as such, no impairment was required. Intangible assets not subject to amortization (i.e. indefinite lived intangibles) consist of certain television broadcast licenses. 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 of the asset or asset group exceeds the fair value and is not recoverable. Refer to Note 8. Goodwill and Intangibles, Net for any intangible impairments recorded during the years presented. Licensing: |
Valuation of Long-lived Assets | 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. 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 | 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 2024 and 2045. Leases with an initial term of twelve 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, 2023, the operating lease liability does not include any options to extend or terminate leases. |
Presentation of Taxes Collected | 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 and Translation | 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 (deficit) 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 | 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. |
Deferred Financing Costs | 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 | 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 | 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 | 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 | 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. For the years ended December 31, 2023 and 2022, there were no discontinued operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Adopted in the Current Year Credit Losses Standard In June 2016, the FASB issued 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 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 adoption of ASU 2016-13 and its related amendments on January 1, 2023, did not have any effect on the Company’s Consolidated Financial statements and the Company did not record any effects through retained earnings. For the amounts calculated for the Current Expected Credit Loss (“CECL”) model subsequent to initial transition, the Company recognizes the expense in the Consolidated Statements of Operations, and the amount is presented within general and administration costs rather than a separate line. Refer to Note 4. Accounts Receivable, Net. The Company reviewed its entire portfolio of assets recognized on the balance sheet as of January 1, 2023, and identified Accounts Receivable and Contract Assets as the material impacted assets in-scope of Topic 326. The risk of credit losses from the remaining portfolio of assets was concluded to be immaterial. Accounts Receivable and Contract Assets are presented net of allowances for credit losses. Refer to Note 4. Accounts Receivable, Net. Accounting Pronouncements Issued But Pending Adoption In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements (“ASU 2023-01”) to improve the guidance for applying Topic 842 , Leases, to related party arrangements between entities under common control. ASU 2023-01 improves current GAAP by clarifying the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. The provisions of this ASU that apply to public companies include a requirement for entities to amortize leasehold improvements associated with common control leases over the useful life of the common control group. ASU 2023-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating this ASU but does not expect ASU 2023-01 to have a material effect on the Company’s consolidated financial statements. On October 9, 2023, the FASB issued ASU 2023-06 Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative ("ASU 2023-06") , which modifies certain disclosure and presentation requirements of a variety of Topics in the Codification and is intended to both clarify or improve such requirements and align the requirements with the SEC's regulations. The Company is in the process of evaluating the amendments provided in this ASU and believes certain of the disclosure improvements may be applicable to the Company's interim or annual disclosures, for example, disclosures related to: earnings-per-share computation for dilutive securities, preferred stock, amounts and terms of unused lines of credit and unfunded commitments and the weighted-average interest rate on short-term borrowings. The effective date for each amendment is the effective date of the removal of the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company will apply the provisions prospectively as such provisions become effective and does not expect ASU 2023-06 to have a material impact on the Company's consolidated financial statements. On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"). ASU 2023-07 improves reportable segment disclosure requirements to enable investors to better understand an entity's overall performance, primarily through enhanced disclosures about significant segment expenses. In addition, ASU 2023-07 enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements such as those related to the Company's Chief Operating Decision Maker ("CODM"). ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating this ASU, which will only have an effect on the disclosures within the Company’s consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 improves income tax disclosure requirements related to rate reconciliation income taxes paid and other miscellaneous tax disclosures to enhance their transparency and decision usefulness to investors. These enhancements allow investors to better assess how an entity's operations, related tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating this ASU, which will only have an effect on the disclosures within the Company’s consolidated financial statements. |
Subsequent Events | Subsequent Events ASC 855, Subsequent Events |
Revenue and Contracts in Process | 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. 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. 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 performance obligations satisfied over time, the Company recognizes 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 and Contracts in Proc_2
Revenue and Contracts in Process (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Reconciliation of Revenue from Segments to Consolidated | Revenue from contracts with customers consists of the following (in millions): Year Ended December 31, 2023 2022 Infrastructure $ 1,397.2 $ 1,594.3 Life Sciences 3.3 4.3 Spectrum 22.5 38.7 Total revenue $ 1,423.0 $ 1,637.3 |
Schedule of Accounts Receivable, net | Accounts receivables, net, from contracts with customers consist of the following (in millions): December 31, 2023 2022 Infrastructure $ 271.5 $ 244.5 Life Sciences 0.3 0.8 Spectrum 1.4 5.1 Total accounts receivables with customers $ 273.2 $ 250.4 Accounts receivable, net, consisted of the following (in millions): December 31, 2023 2022 Contracts in progress $ 271.7 $ 244.8 Unbilled retentions — 0.2 Trade receivables 1.9 5.9 Other receivables 5.2 4.5 Allowance for expected credit losses (1)(2) (0.4) (0.5) Total $ 278.4 $ 254.9 (1) Allowance for doubtful accounts as of December 31, 2022, prior to the adoption of ASU 2016-13. (2) There was no change to the allowance for expected credit losses as a result of the adoption of ASU 2016-13 on January 1, 2023. |
Schedule of Disaggregation of Revenue | The following table disaggregates DBMG's revenue by market (in millions): Year Ended December 31, 2023 2022 Industrial $ 403.0 $ 409.5 Commercial 382.9 794.0 Transportation 292.3 50.2 Healthcare 165.5 129.9 Convention 124.2 136.2 Government 11.2 34.8 Energy 9.2 15.8 Leisure 8.1 23.4 Total revenue from contracts with customers $ 1,396.4 $ 1,593.8 Other revenue 0.8 0.5 Total Infrastructure segment revenue $ 1,397.2 $ 1,594.3 The following table disaggregates the Life Sciences segment's revenue by type (in millions): Year Ended December 31, 2023 2022 Systems and consumables revenue $ 3.3 $ 4.3 Total Life Sciences segment revenue $ 3.3 $ 4.3 The following table disaggregates the Spectrum segment's revenue by type (in millions): Year Ended December 31, 2023 2022 Broadcast station $ 21.9 $ 19.6 Network advertising — 14.8 Network distribution — 2.8 Other 0.6 1.5 Total Spectrum segment revenue $ 22.5 $ 38.7 |
Schedule of Costs and Recognized Earnings in Excess of Billings and Billings in Excess of Costs and Recognized Earnings on Uncompleted Contracts | Contract assets and contract liabilities and recognized earnings consisted of the following (in millions): Year Ended December 31, 2023 2022 Costs incurred on contracts in progress $ 2,811.8 $ 2,503.3 Estimated earnings 510.1 378.9 Contract revenue earned on uncompleted contracts 3,321.9 2,882.2 Less: progress billings 3,356.8 2,815.7 $ (34.9) $ 66.5 The above is included in the accompanying Consolidated Balance Sheets under the following line items: Contract assets $ 118.6 $ 165.1 Contract liabilities (153.5) (98.6) $ (34.9) $ 66.5 |
Schedule of Contract with Customer, Asset and Liability | Year Ended December 31, 2023 2022 Cost in excess of billings $ 73.8 $ 90.7 Conditional retainage 44.8 74.4 Contract assets $ 118.6 $ 165.1 Billings in excess of costs $ (229.3) $ (152.0) Conditional retainage 75.8 53.4 Contract liabilities $ (153.5) $ (98.6) |
Schedule of Remaining Performance Obligations | As of December 31, 2023, the transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in millions): Within One Year Within Five Years Total Healthcare $ 200.5 $ 262.0 $ 462.5 Industrial 193.5 1.0 194.5 Transportation 180.9 37.9 218.8 Commercial 140.1 1.0 141.1 Government 11.9 — 11.9 Convention 9.5 — 9.5 Energy 2.6 — 2.6 Leisure 1.3 — 1.3 Remaining unsatisfied performance obligations $ 740.3 $ 301.9 $ 1,042.2 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, net | Accounts receivables, net, from contracts with customers consist of the following (in millions): December 31, 2023 2022 Infrastructure $ 271.5 $ 244.5 Life Sciences 0.3 0.8 Spectrum 1.4 5.1 Total accounts receivables with customers $ 273.2 $ 250.4 Accounts receivable, net, consisted of the following (in millions): December 31, 2023 2022 Contracts in progress $ 271.7 $ 244.8 Unbilled retentions — 0.2 Trade receivables 1.9 5.9 Other receivables 5.2 4.5 Allowance for expected credit losses (1)(2) (0.4) (0.5) Total $ 278.4 $ 254.9 (1) Allowance for doubtful accounts as of December 31, 2022, prior to the adoption of ASU 2016-13. (2) There was no change to the allowance for expected credit losses as a result of the adoption of ASU 2016-13 on January 1, 2023. |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in millions): December 31, 2023 2022 Raw materials and consumables $ 21.0 $ 15.7 Work in process 0.6 1.2 Finished goods 0.8 2.0 Total inventory $ 22.4 $ 18.9 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The carrying values of the Company's investments were as follows (in millions): December 31, 2023 Measurement Alternative (1) Equity Fair Value Total Common stock $ 0.9 $ 0.9 $ — $ 1.8 Total $ 0.9 $ 0.9 $ — $ 1.8 December 31, 2022 Measurement Alternative (1) Equity 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 (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 . |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant, and Equipment, net | Property, plant and equipment, net, ("PP&E") consisted of the following (in millions): December 31, 2023 2022 Equipment, furniture and fixtures, and software $ 210.7 $ 196.0 Building and leasehold improvements 42.9 44.8 Land 25.8 26.1 Construction in progress 4.8 8.4 Plant and transportation equipment 8.1 8.2 $ 292.3 $ 283.5 Less: Accumulated depreciation 137.7 118.5 Total $ 154.6 $ 165.0 |
Goodwill and Intangibles, Net (
Goodwill and Intangibles, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Changes in the Carrying Amount of Goodwill by Reporting Unit | The carrying amounts of goodwill by segment were as follows (in millions): Infrastructure Spectrum Total Balance at December 31, 2021 $ 106.0 $ 21.4 $ 127.4 Translation (0.3) — (0.3) Balance at December 31, 2022 $ 105.7 $ 21.4 $ 127.1 Translation — — — Balance as of December 31, 2023 $ 105.7 $ 21.4 $ 127.1 |
Schedule of Indefinite-Lived Intangible Assets | The carrying amounts of indefinite-lived intangible assets were as follows (in millions): December 31, 2023 2022 FCC licenses $ 106.3 $ 106.3 Total $ 106.3 $ 106.3 |
Schedule of Intangible Assets Subject to Amortization | The gross carrying amounts and accumulated amortization of definite lived intangible assets by major intangible asset class were as follows (in millions): December 31, Weighted-Average Original Useful Life 2023 2022 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 15 years $ 25.2 $ (9.4) $ 15.8 $ 25.4 $ (8.0) $ 17.4 Customer relationships and contracts 11 years 87.6 (44.2) 43.4 87.6 (35.4) 52.2 Channel sharing arrangements 35 years 12.6 (1.8) 10.8 12.6 (1.4) 11.2 Other 12 years 3.9 (1.3) 2.6 4.1 (1.1) 3.0 Total $ 129.3 $ (56.7) $ 72.6 $ 129.7 $ (45.9) $ 83.8 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Future estimated annual amortization expense for intangible assets as of December 31, 2023 is as follows (in millions): Estimated Amortization 2024 $ 7.4 2025 7.3 2026 6.8 2027 5.0 2028 5.0 Thereafter 41.1 Total $ 72.6 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Lease ROUs and Lease Liabilities | Right-of-use lease assets and lease liabilities consisted of the following (in millions): December 31, 2023 2022 Right-of-use assets: Operating lease (Other assets) $ 58.0 $ 65.8 Finance lease (Property, plant and equipment, net) 2.3 2.1 Total right-of-use assets $ 60.3 $ 67.9 Lease liabilities: Current portion of operating lease (Other current liabilities) $ 13.5 $ 17.1 Non-current portion of operating lease (Other liabilities) 48.6 53.8 Finance lease (Debt obligations) 2.4 2.1 Total lease liabilities $ 64.5 $ 73.0 |
Schedule of Components of Lease Expense | The following table summarizes the components of lease expense (in millions): Year Ended December 31, 2023 2022 Finance lease cost: Amortization of right-of-use assets $ 0.4 $ 0.2 Interest on lease liabilities 0.2 0.1 Net finance lease cost 0.6 0.3 Operating lease cost 22.1 23.5 Variable lease cost 0.6 0.6 Sublease income (0.7) (0.7) Total lease cost $ 22.6 $ 23.7 Cash flow information related to leases is as follows (in millions): Year Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 0.2 $ 0.1 Financing cash flows from finance leases $ 0.4 $ 0.2 Operating cash flows from operating leases $ 22.8 $ 23.3 Right-of-use assets obtained in exchange for new lease liabilities: Finance leases $ 0.8 $ 2.2 Operating leases $ 9.3 $ 15.0 The weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases are as follows: Year Ended December 31, 2023 2022 Weighted-average remaining lease term (years) - operating leases 7.5 7.5 Weighted-average remaining lease term (years) - finance leases 1.6 1.4 Weighted-average discount rate - operating leases 5.6 % 5.3 % Weighted-average discount rate - finance leases 6.8 % 5.7 % |
Schedule of Operating Lease, Liability, Maturity | Future minimum lease commitments (undiscounted) as of December 31, 2023, were as follows (in millions): Operating Finance 2024 $ 16.5 $ 1.8 2025 13.0 0.3 2026 9.6 0.2 2027 7.2 0.2 2028 5.5 0.1 Thereafter 24.0 — Total future minimum lease payments 75.8 2.6 Less: amounts representing interest (13.7) (0.2) Total lease liability balance $ 62.1 $ 2.4 |
Schedule of Finance Lease, Liability, Maturity | Future minimum lease commitments (undiscounted) as of December 31, 2023, were as follows (in millions): Operating Finance 2024 $ 16.5 $ 1.8 2025 13.0 0.3 2026 9.6 0.2 2027 7.2 0.2 2028 5.5 0.1 Thereafter 24.0 — Total future minimum lease payments 75.8 2.6 Less: amounts representing interest (13.7) (0.2) Total lease liability balance $ 62.1 $ 2.4 |
Other Assets, Accrued Liabili_2
Other Assets, Accrued Liabilities and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of the following (in millions): December 31, 2023 2022 Prepaid assets $ 11.2 $ 10.4 Income tax receivable 2.1 5.3 Restricted cash - current 0.9 0.3 Other 0.4 1.1 Total other current assets $ 14.6 $ 17.1 |
Schedule of Other Assets | Other assets, which are reflected in non-current assets in the Consolidated Balance Sheets, consisted of the following (in millions): December 31, 2023 2022 Right-of-use assets $ 58.0 $ 65.8 Restricted cash - non-current 0.6 1.5 Other 2.7 4.6 Total other assets $ 61.3 $ 71.9 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in millions): December 31, 2023 2022 Accrued expenses $ 14.3 $ 17.3 Accrued payroll and employee benefits 29.2 30.8 Accrued interest 17.1 15.3 Accrued sales and use taxes 9.8 1.6 Accrued income taxes 0.4 0.4 Total accrued liabilities $ 70.8 $ 65.4 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in millions): December 31, 2023 2022 Lease liability, current $ 13.5 $ 17.1 Other current liabilities 2.6 3.0 Total other current liabilities $ 16.1 $ 20.1 |
Schedule of Other Liabilities | Other liabilities, which are reflected in non-current liabilities in the Consolidated Balance Sheets, consisted of the following (in millions): December 31, 2023 2022 Lease liability, net of current portion $ 48.6 $ 53.8 Other 34.1 17.4 Total other liabilities $ 82.7 $ 71.2 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Finance Lease Obligations | Debt obligations, including finance lease obligations, consisted of the following (in millions): Year Ended December 31, Infrastructure 2023 2022 PRIME minus 0.85% Line of Credit due 2025 $ 100.0 $ 107.7 3.25% Term Loan due 2026 91.4 99.5 4.00% Note due 2024 5.0 15.0 8.00% Note due 2024 — 18.7 Obligations under finance leases 2.4 2.1 Total Infrastructure $ 198.8 $ 243.0 Spectrum 8.50% Note due 2025 $ 19.3 $ 19.3 11.45% Notes due 2025 50.4 50.4 Total Spectrum $ 69.7 $ 69.7 Life Sciences 20.00% Note due 2024 $ 17.4 — 18.00% Note due 2023 — 10.8 Total Life Sciences $ 17.4 $ 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 SOFR plus 5.75% Line of Credit 20.0 20.0 CGIC Unsecured Note due 2026 35.1 — Total Non-Operating Corporate $ 436.9 $ 401.8 Total outstanding principal $ 722.8 $ 725.3 Unamortized issuance discount, issuance premium, and deferred financing costs (13.0) (10.9) Less: current portion of debt obligations (30.5) (30.6) Debt obligations $ 679.3 $ 683.8 |
Schedule of Maturities of Debt and Finance Lease Obligations | As of December 31, 2023, estimated future aggregate finance lease and debt payments, including interest, were as follows (in millions): Finance Leases Debt Total 2024 $ 1.8 $ 81.7 $ 83.5 2025 0.3 271.3 271.6 2026 0.2 502.2 502.4 2027 0.2 — 0.2 2028 0.1 — 0.1 Total minimum principal and interest payments 2.6 855.2 857.8 Less: Amount representing interest (0.2) (134.8) (135.0) Total aggregate finance lease and debt payments $ 2.4 $ 720.4 $ 722.8 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expense (Benefit) | The income tax expense (benefit) for income taxes for the years indicated were as follows (in millions): Year Ended December 31, 2023 2022 Current tax expense (benefit) Federal $ — $ (2.7) State 4.5 2.9 Foreign 5.3 (0.4) Net current tax expense (benefit) $ 9.8 $ (0.2) Deferred tax expense (benefit) Federal $ 0.3 $ (0.6) State 0.2 0.1 Foreign (5.8) 1.6 Net deferred tax (benefit) expense $ (5.3) $ 1.1 Income tax expense $ 4.5 $ 0.9 |
Schedule of Components of Income (Loss) from Continuing Operations Before Income Taxes | The US and foreign components of income (loss) from continuing operations before income taxes for the years indicated were as follows (in millions): Year Ended December 31, 2023 2022 US $ (46.9) $ (45.1) Foreign 12.5 4.0 Loss from continuing operations before income taxes $ (34.4) $ (41.1) |
Schedule of Federal Statutory Income Tax Rate to Income (Loss) Before Income Taxes | For the years indicated, the income tax expense 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): Year Ended December 31, 2023 2022 Tax (benefit) at federal statutory rate $ (7.2) $ (8.6) State tax, net of federal benefit 1.4 1.0 Non-deductible meals and entertainment 0.6 0.2 Executive and stock compensation 0.3 0.1 Increase (decrease) in valuation allowance 8.9 (0.7) Tax rate changes 1.2 1.7 Return to provision 0.6 3.2 Foreign withholding tax expense 4.4 — Gain on sale of investment 0.5 — Outside basis differences (6.9) 4.2 Other 0.7 (0.2) Income tax expense $ 4.5 $ 0.9 |
Schedule of Significant Components of Company's Deferred Tax Assets and Liabilities | Net deferred tax balances as of the years indicated were comprised of the following (in millions): December 31, 2023 2022 Net operating loss carryforwards $ 74.7 $ 82.5 Basis difference in fixed assets 0.3 0.3 Deferred compensation 7.4 7.2 Sec. 163(j) carryforward 59.6 46.3 Lease liability 18.5 20.5 Investment in partnership 9.9 7.2 Other deferred tax assets 7.2 6.1 Total deferred tax assets 177.6 170.1 Valuation allowance (110.7) (101.6) Total net deferred tax assets $ 66.9 $ 68.5 Basis difference in fixed assets (19.5) (17.5) Right-of-use assets (17.3) (19.1) Basis difference in intangibles (30.4) (27.8) Other deferred tax liabilities (1.8) (11.5) Total deferred tax liabilities $ (69.0) $ (75.9) Net deferred tax liabilities $ (2.1) $ (7.4) |
Schedule of Reconciliation of Unrecognized Tax Benefits | Below is a tabular reconciliation of the total amount of unrecognized tax benefits as of the years indicated (in millions): Year Ended December 31, 2023 2022 Uncertain tax benefits - January 1 $ 17.6 $ 17.6 Gross decreases - Tax positions in prior year — — Uncertain tax benefits - December 31 $ 17.6 $ 17.6 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Purchase Obligation | Unrecorded future minimum purchase commitments as of December 31, 2023 were as follows (in millions): 2024 $ 203.6 2025 0.3 Total commitments $ 203.9 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Company's Restricted Stock Activity | A summary of INNOVATE’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value 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 Granted 506,955 $ 2.57 Vested (1,023,032) $ 2.32 Unvested - December 31, 2023 625,729 $ 2.95 |
Schedule of Company's Stock Option Activity | A summary of INNOVATE’s stock option activity is as follows: Shares Weighted Average Exercise Price 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 Expired (352,339) $ 3.12 Outstanding and exercisable - December 31, 2023 4,642,811 $ 5.17 |
Temporary Equity and Equity (Ta
Temporary Equity and Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company’s preferred shares authorized, issued and outstanding consisted of the following: December 31, 2023 2022 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 |
Schedule of Cash, PIK and Special Cash Dividends | During the years ended December 31, 2023 and 2022, INNOVATE's Board of Directors (the "Board") declared cash dividends with respect to INNOVATE’s issued and outstanding Preferred Stock, as presented in the following table (in millions): 2023 Declaration Date and Holders of Record Date March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Payment Date April 17, 2023 July 14, 2023 October 13, 2023 January 15, 2024 Total Dividend $ 0.3 $ 0.3 $ 0.3 $ 0.3 2022 Declaration Date and 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 2023 Declaration Date and Holders of Record Date March 31, 2023 May 9, 2023 * Payment Date April 17, 2023 May 9, 2023 * Total Dividend $ 0.9 $ 0.4 *The dividend paid on April 17, 2023 was a cash dividend. In connection with the Stock Purchase Agreement entered into with CGIC on May 9, 2023, an equivalent amount of the dividend that had accrued through May 8, 2023 was paid to CGIC on May 9, 2023 as part of the purchase price. $0.1 million was paid in cash and $0.3 million was included in the principal amount of the new unsecured note that was issued on May 9, 2023. The dividends that accrued for the remaining portion of those periods were eliminated on consolidation subsequent to the purchase. 2022 Declaration Date and 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 cash dividends. The DBMGi Board of Directors elected to pay the second quarter 2022 dividend payable July 15, 2022 in shares. |
Operating Segments and Relate_2
Operating Segments and Related Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The Company's revenue concentrations of 10% and greater were as follows: Year Ended December 31, Segment 2023 2022 Customer A Infrastructure 29.2% 23.8% Customer B Infrastructure 11.4% * * Less than 10% revenue concentration |
Schedule of Company's Operating Segments | Summarized financial information with respect to the Company’s operating segments is as follows (in millions): Year Ended December 31, 2023 2022 Revenue Infrastructure $ 1,397.2 $ 1,594.3 Life Sciences 3.3 4.3 Spectrum 22.5 38.7 Total revenue $ 1,423.0 $ 1,637.3 Year Ended December 31, 2023 2022 Income (loss) from operations Infrastructure $ 64.4 $ 57.5 Life Sciences (15.0) (20.1) Spectrum (3.4) (3.8) Other (3.1) (0.6) Non-Operating Corporate (16.4) (19.6) Total income from operations $ 26.5 $ 13.4 Year Ended December 31, 2023 2022 Reconciliation of the consolidated segment income from operations to consolidated loss from operations before income taxes: Income from operations $ 26.5 $ 13.4 Interest expense (68.2) (52.0) Loss from equity investees (9.4) (1.3) Other income (expense), net 16.7 (1.2) Loss from operations before income taxes $ (34.4) $ (41.1) Year Ended December 31, 2023 2022 Depreciation and Amortization Infrastructure $ 14.4 $ 21.0 Infrastructure recognized within cost of revenue 15.7 15.0 Total Infrastructure 30.1 36.0 Life Sciences 0.5 0.3 Life Sciences recognized within cost of revenue 0.1 — Total Life Sciences 0.6 0.3 Spectrum 5.2 5.8 Non-Operating Corporate 0.1 0.1 Total depreciation and amortization $ 36.0 $ 42.2 Year Ended December 31, 2023 2022 Capital Expenditures (*) Infrastructure $ 16.6 $ 16.5 Life Sciences 0.5 0.8 Spectrum 1.0 3.3 Non-Operating Corporate 0.3 0.1 Total $ 18.4 $ 20.7 (*) The above capital expenditures exclude assets acquired under finance lease and other financing obligations. |
Schedule of Segment Reporting for Long-term investments, Property and Equipment - Net and Assets | December 31, 2023 2022 Investments Life Sciences $ 1.8 $ 7.6 Other — 51.9 Total $ 1.8 $ 59.5 December 31, 2023 2022 Equity Method Investments (included in Investments above) Life Sciences $ 0.9 $ 3.0 Other — 40.6 Total $ 0.9 $ 43.6 December 31, 2023 2022 Total Assets Infrastructure $ 851.4 $ 879.3 Life Sciences 8.3 15.4 Spectrum 176.6 188.2 Other — 53.6 Non-Operating Corporate 7.3 15.2 Total $ 1,043.6 $ 1,151.7 |
Basic and Diluted Loss Per Co_2
Basic and Diluted Loss Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic Loss Per Common Share to Diluted Loss Per Common Share | The following table presents a reconciliation of net loss used in the basic and diluted EPS calculations (in millions, except per share amounts): Year Ended December 31, 2023 2022 Net loss $ (38.9) $ (42.0) Net loss attributable to non-controlling interest and redeemable non-controlling interest 3.7 6.1 Net loss attributable to INNOVATE Corp. (35.2) (35.9) Less: Preferred dividends 2.4 4.9 Net loss attributable to common stockholders $ (37.6) $ (40.8) Weighted-average common stock outstanding 78.1 77.5 Loss per share - basic and diluted $ (0.48) $ (0.53) |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Nonrecurring Basis | 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, 2023 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Measurement alternative investment (1) $ 0.9 $ 0.9 $ — $ 0.9 $ — Total assets not accounted for at fair value $ 0.9 $ 0.9 $ — $ 0.9 $ — Liabilities Debt obligations (2) $ 707.4 $ 621.8 $ 283.2 $ 338.6 $ — Total liabilities not accounted for at fair value $ 707.4 $ 621.8 $ 283.2 $ 338.6 $ — (1) Refer to Note 6. Investments for additional information. (2) Excludes lease obligations accounted for under ASC 842 , Leases . December 31, 2022 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Measurement alternative investment (1) $ 11.3 $ 11.3 $ — $ — $ 11.3 Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3 Liabilities Debt obligations (2) $ 712.3 $ 643.0 $ 237.6 $ 405.4 $ — Total liabilities not accounted for at fair value $ 712.3 $ 643.0 $ 237.6 $ 405.4 $ — (1) Was comprised of a put option that related to the Company's 19% investment in HMN, which was sold March 6, 2023. Refer to Note 6. Investments for additional information. (2) Excludes lease obligations accounted for under ASC 842 , Leases . |
Supplementary Financial Infor_2
Supplementary Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Offsetting [Abstract] | |
Schedule of Other Income (Expense), Net | The following table provides information relating to Other income (expense), net (in millions): Year Ended December 31, 2023 2022 Gain on sale of investments $ 12.0 $ — Gain on step-up of equity method investment 3.8 — Other 0.9 (1.2) Total $ 16.7 $ (1.2) |
Schedule of Restricted Cash and Cash Equivalents | 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 (in millions): Year Ended December 31, 2023 2022 Cash and cash equivalents, beginning of the year $ 80.4 $ 45.5 Restricted cash 0.3 2.0 Restricted cash included in other assets (non-current) 1.5 — Total cash, cash equivalents and restricted cash, beginning of the year $ 82.2 $ 47.5 Cash and cash equivalents, end of the year $ 80.8 $ 80.4 Restricted cash 0.9 0.3 Restricted cash included in other assets (non-current) 0.6 1.5 Total cash and cash equivalents and restricted cash, end of the year $ 82.3 $ 82.2 Supplemental cash flow information: Cash paid for interest $ 49.0 $ 42.5 Cash paid for taxes, net of refunds $ 6.7 $ 5.9 Non-cash investing and financing activities: Unsecured note issued in connection with purchase of preferred stock and payment of dividends $ 35.1 $ — Accrued interest, exit fees and other fees capitalized into principal debt $ 1.3 $ 17.5 Property, plant and equipment included in accounts payable or accrued expenses $ 0.9 $ 0.4 Issuance of preferred stock $ — $ 0.9 |
Schedule of Cash and Cash Equivalents | 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 (in millions): Year Ended December 31, 2023 2022 Cash and cash equivalents, beginning of the year $ 80.4 $ 45.5 Restricted cash 0.3 2.0 Restricted cash included in other assets (non-current) 1.5 — Total cash, cash equivalents and restricted cash, beginning of the year $ 82.2 $ 47.5 Cash and cash equivalents, end of the year $ 80.8 $ 80.4 Restricted cash 0.9 0.3 Restricted cash included in other assets (non-current) 0.6 1.5 Total cash and cash equivalents and restricted cash, end of the year $ 82.3 $ 82.2 Supplemental cash flow information: Cash paid for interest $ 49.0 $ 42.5 Cash paid for taxes, net of refunds $ 6.7 $ 5.9 Non-cash investing and financing activities: Unsecured note issued in connection with purchase of preferred stock and payment of dividends $ 35.1 $ — Accrued interest, exit fees and other fees capitalized into principal debt $ 1.3 $ 17.5 Property, plant and equipment included in accounts payable or accrued expenses $ 0.9 $ 0.4 Issuance of preferred stock $ — $ 0.9 |
Organization and Business (Deta
Organization and Business (Details) - segment | 12 Months Ended | ||
Dec. 31, 2023 | Oct. 31, 2023 | Dec. 31, 2022 | |
Business And Organization [Line Items] | |||
Number of reportable segments | 3 | ||
MediBeacon Inc. | |||
Business And Organization [Line Items] | |||
Percentage of ownership (approximately) | 46.20% | ||
Triple Ring | |||
Business And Organization [Line Items] | |||
Percentage of ownership (approximately) | 7.20% | 25.80% | 25.80% |
Ownership percentage, fully diluted basis | 1.90% | ||
Scaled Cell | |||
Business And Organization [Line Items] | |||
Percentage of ownership (approximately) | 20.10% | ||
HMN | |||
Business And Organization [Line Items] | |||
Percentage of ownership (approximately) | 19% | ||
DBMG | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 91.20% | ||
Genoval Orthopedics inc. | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 80% | ||
R2 Technologies, Inc. | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 56.60% | ||
HC2 Broadcasting Holdings, Inc | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 98% | ||
Noncontrolling interest, ownership percentage by parent, fully diluted basis | 85.80% | ||
DTV America | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 69.20% | ||
Minority Holders | |||
Business And Organization [Line Items] | |||
Percentage of proxy and voting rights from minority holders | 2.80% | ||
GMSL | |||
Business And Organization [Line Items] | |||
Parents interest, controlling (approximately) | 72.80% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Basis of Presentation and Liquidity (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 28, 2024 | Mar. 05, 2024 | Feb. 23, 2024 |
Forecast | Rights Offering For Existing Shareholders | |||
Consideration to be received on sale of stock | $ 25 | $ 19 | |
Sale of stock (in USD per share) | $ 1,000 | $ 0.70 | |
Lancer Capital | Forecast | Private Placement | Preferred stock | |||
Issuance of preferred stock in private placement | $ 16 | ||
Related Party | Subsequent Event | Innovate Corp | Lancer Capital | |||
Percentage of proxy and voting rights from minority holders | 29.10% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Equity Method Investments (Details) | Dec. 31, 2023 |
MediBeacon Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Beneficial ownership percentage | 46.20% |
Scaled Cell | |
Schedule of Equity Method Investments [Line Items] | |
Beneficial ownership percentage | 20.10% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Internal Use Software | Weighted Average | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Buildings and Leasehold Improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 5 years |
Buildings and Leasehold Improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 40 years |
Equipment, Furniture and Fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Equipment, Furniture and Fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 15 years |
Plant And Motor Vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Plant And Motor Vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 20 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Television broadcast license, general period granted | 8 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Share-Based Compensation (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Dividend yield | 0% |
Revenue and Contracts in Proc_3
Revenue and Contracts in Process - Schedule of Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,423 | $ 1,637.3 |
Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,396.4 | 1,593.8 |
Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3.3 | 4.3 |
Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22.5 | 38.7 |
Operating Segments | Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Revenue | 1,397.2 | 1,594.3 |
Operating Segments | Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Revenue | 3.3 | 4.3 |
Operating Segments | Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 22.5 | $ 38.7 |
Revenue and Contracts in Proc_4
Revenue and Contracts in Process - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Total accounts receivables with customers | $ 273.2 | $ 250.4 |
Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivables with customers | 271.5 | 244.5 |
Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivables with customers | 0.3 | 0.8 |
Spectrum | ||
Segment Reporting Information [Line Items] | ||
Total accounts receivables with customers | $ 1.4 | $ 5.1 |
Revenue and Contracts in Proc_5
Revenue and Contracts in Process - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Revenue from External Customer [Line Items] | |||
Contract assets | $ 118.6 | $ 165.1 | $ 236.5 |
Term for majority of contracts, in excess of | 1 year | ||
Usual maximum percentage of payment withheld | 10% | ||
Retainage receivable | $ 120.6 | $ 127.8 | |
Retainage receivable, percent to be collected beyond one year | 9% | 20.70% | |
Contract liabilities | $ 153.5 | $ 98.6 | |
Revenue, payment terms, general duration of payment period | 30 days | ||
Infrastructure | |||
Revenue from External Customer [Line Items] | |||
Contract assets | 118.6 | ||
Contract liabilities | $ 79.1 | ||
Contract assets, increase due to new projects | $ 86.6 | ||
Contract assets, reclassified to receivables | 133.1 | ||
Contract liabilities, increase due to new projects | 146.2 | ||
Contract liabilities, revenue recognized | 91.3 | ||
Remaining performance obligations | 1,042.2 | ||
Infrastructure | Government | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 11.9 | ||
Infrastructure | Convention | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 9.5 | ||
Infrastructure | Leisure | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 1.3 | ||
Infrastructure | Industrial | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 194.5 | ||
Infrastructure | Healthcare | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 462.5 | ||
Infrastructure | Commercial | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 141.1 | ||
Infrastructure | Transportation | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | 218.8 | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 740.3 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 301.9 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Government | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 11.9 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Government | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 0 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Convention | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 9.5 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Convention | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 0 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Leisure | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 1.3 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Leisure | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 0 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Energy | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Energy | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Industrial | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 193.5 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Industrial | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 1 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Healthcare | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 200.5 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Healthcare | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 262 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Commercial | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 140.1 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Commercial | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 1 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Transportation | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 180.9 | ||
Remaining performance obligation period (in years) | 1 year | ||
Infrastructure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Transportation | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 37.9 | ||
Remaining performance obligation period (in years) | 5 years | ||
Infrastructure | DBMG | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligation period (in years) | 3 years 6 months | ||
Spectrum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Broadcast station | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 10.9 | ||
Spectrum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Broadcast station | Within One Year | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 5.6 | ||
Remaining performance obligation period (in years) | 1 year | ||
Spectrum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Broadcast station | Within Five Years | |||
Revenue from External Customer [Line Items] | |||
Remaining performance obligations | $ 5.3 | ||
Remaining performance obligation period (in years) | 3 years | ||
Life Sciences | |||
Revenue from External Customer [Line Items] | |||
Payment term, maximum | 1 year |
Revenue and Contracts in Proc_6
Revenue and Contracts in Process - Schedule of Infrastructure Segment Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 1,423 | $ 1,637.3 |
Infrastructure | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,396.4 | 1,593.8 |
Other revenue | 0.8 | 0.5 |
Total Infrastructure segment revenue | 1,397.2 | 1,594.3 |
Infrastructure | Industrial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 403 | 409.5 |
Infrastructure | Commercial | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 382.9 | 794 |
Infrastructure | Transportation | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 292.3 | 50.2 |
Infrastructure | Healthcare | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 165.5 | 129.9 |
Infrastructure | Convention | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 124.2 | 136.2 |
Infrastructure | Government | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 11.2 | 34.8 |
Infrastructure | Energy | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 9.2 | 15.8 |
Infrastructure | Leisure | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 8.1 | $ 23.4 |
Revenue and Contracts in Proc_7
Revenue and Contracts in Process - Schedule of Contract Assets and Contract Liabilities and Recognized Earnings (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Costs incurred on contracts in progress | $ 2,811.8 | $ 2,503.3 |
Estimated earnings | 510.1 | 378.9 |
Contract revenue earned on uncompleted contracts | 3,321.9 | 2,882.2 |
Less: progress billings | 3,356.8 | 2,815.7 |
Net of cost earned on uncompleted contracts | (34.9) | 66.5 |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets | 118.6 | 165.1 |
Contract liabilities | (153.5) | (98.6) |
Net contract assets (liabilities) | $ (34.9) | $ 66.5 |
Revenue and Contracts in Proc_8
Revenue and Contracts in Process - Schedule of Infrastructure Segment Contract with Customer, Asset and Liability (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Contract assets | $ 118.6 | $ 165.1 |
Contract liabilities | (153.5) | (98.6) |
Infrastructure | ||
Segment Reporting Information [Line Items] | ||
Cost in excess of billings | 73.8 | 90.7 |
Conditional retainage | 44.8 | 74.4 |
Contract assets | 118.6 | 165.1 |
Billings in excess of costs | (229.3) | (152) |
Conditional retainage | 75.8 | 53.4 |
Contract liabilities | $ (153.5) | $ (98.6) |
Revenue and Contracts in Proc_9
Revenue and Contracts in Process - Schedule of Infrastructure Segment Revenue (Details) - Infrastructure $ in Millions | Dec. 31, 2023 USD ($) |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1,042.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 740.3 |
Remaining performance obligation period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 301.9 |
Remaining performance obligation period | 5 years |
Healthcare | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 462.5 |
Healthcare | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 200.5 |
Remaining performance obligation period | 1 year |
Healthcare | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 262 |
Remaining performance obligation period | 5 years |
Industrial | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 194.5 |
Industrial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 193.5 |
Remaining performance obligation period | 1 year |
Industrial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1 |
Remaining performance obligation period | 5 years |
Transportation | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 218.8 |
Transportation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 180.9 |
Remaining performance obligation period | 1 year |
Transportation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 37.9 |
Remaining performance obligation period | 5 years |
Commercial | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 141.1 |
Commercial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 140.1 |
Remaining performance obligation period | 1 year |
Commercial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1 |
Remaining performance obligation period | 5 years |
Convention | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 9.5 |
Convention | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 9.5 |
Remaining performance obligation period | 1 year |
Convention | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligation period | 5 years |
Energy | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 2.6 |
Energy | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 2.6 |
Energy | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Government | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 11.9 |
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 11.9 |
Remaining performance obligation period | 1 year |
Government | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligation period | 5 years |
Leisure | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1.3 |
Leisure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1.3 |
Remaining performance obligation period | 1 year |
Leisure | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 0 |
Remaining performance obligation period | 5 years |
Energy | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within One Year | |
Segment Reporting Information [Line Items] | |
Remaining performance obligation period | 1 year |
Energy | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Within Five Years | |
Segment Reporting Information [Line Items] | |
Remaining performance obligation period | 5 years |
Revenue and Contracts in Pro_10
Revenue and Contracts in Process - Schedule of Life Sciences Segment Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Total Life Sciences segment revenue | $ 1,423 | $ 1,637.3 |
Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Total Life Sciences segment revenue | 3.3 | 4.3 |
Systems and consumables revenue | Life Sciences | ||
Segment Reporting Information [Line Items] | ||
Total Life Sciences segment revenue | $ 3.3 | $ 4.3 |
Revenue and Contracts in Pro_11
Revenue and Contracts in Process - Schedule of Spectrum Segment Disaggregation of Revenue (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 1,423 | $ 1,637.3 |
Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | 22.5 | 38.7 |
Broadcast station | Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | 21.9 | 19.6 |
Network advertising | Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 14.8 |
Network distribution | Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | 0 | 2.8 |
Energy | Spectrum | ||
Segment Reporting Information [Line Items] | ||
Revenue | $ 0.6 | $ 1.5 |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivable, net (Details) - USD ($) | Jan. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 |
Receivables [Abstract] | ||||
Contracts in progress | $ 271,700,000 | $ 244,800,000 | ||
Unbilled retentions | 0 | 200,000 | ||
Trade receivables | 1,900,000 | 5,900,000 | ||
Other receivables | 5,200,000 | 4,500,000 | ||
Allowance for expected credit losses | (400,000) | (500,000) | ||
Total | $ 278,400,000 | $ 254,900,000 | $ 247,100,000 | |
Change in allowance for expected credit losses upon adoption | $ 0 |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable, net | $ 278.4 | $ 254.9 | $ 247.1 |
Accounts receivable credit loss provision | 2.3 | 0.9 | |
Accounts receivable, write-down | $ 2.4 | 1 | |
Infrastructure | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Accounts receivable credit loss provision | $ 2.2 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials and consumables | $ 21 | $ 15.7 |
Work in process | 0.6 | 1.2 |
Finished goods | 0.8 | 2 |
Total inventory | $ 22.4 | $ 18.9 |
Investments - Schedule of Compa
Investments - Schedule of Company Investments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||
Measurement Alternative | $ 0.9 | $ 11.3 |
Equity Method | 0.9 | 43.6 |
Fair Value | 0 | 4.6 |
Investments | 1.8 | 59.5 |
Loss from equity investees | (9.4) | (1.3) |
Common stock | ||
Schedule of Equity Method Investments [Line Items] | ||
Measurement Alternative | 0.9 | 0 |
Equity Method | 0.9 | 3 |
Fair Value | 0 | 0 |
Investments | $ 1.8 | 3 |
Preferred stock and fixed maturities | ||
Schedule of Equity Method Investments [Line Items] | ||
Measurement Alternative | 0 | |
Equity Method | 0 | |
Fair Value | 4.6 | |
Investments | 4.6 | |
Put option | ||
Schedule of Equity Method Investments [Line Items] | ||
Measurement Alternative | 11.3 | |
Equity Method | 0 | |
Fair Value | 0 | |
Investments | 11.3 | |
Investment in securities | ||
Schedule of Equity Method Investments [Line Items] | ||
Measurement Alternative | 0 | |
Equity Method | 40.6 | |
Fair Value | 0 | |
Investments | $ 40.6 |
Investments - Triple Ring and S
Investments - Triple Ring and Scaled Cell Narrative (Details) - USD ($) $ in Millions | Nov. 30, 2023 | Dec. 31, 2023 | Oct. 31, 2023 | Dec. 31, 2022 |
Triple Ring | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Issuance of common stock (in shares) | 546,709 | |||
Stock exchanged, outgoing (in shares) | 255,333 | |||
Stock exchanged, incoming (in shares) | 240,613 | |||
Stock exchanged, incoming shares, value | $ 0.9 | |||
Consideration to be received on sale of stock | 5 | |||
Loss on sale of investments | $ 0.2 | |||
Number of shares owned (in shares) | 229,488 | |||
Beneficial ownership percentage | 7.20% | 25.80% | 25.80% | |
Ownership percentage, fully diluted basis | 1.90% | |||
Triple Ring | Preferred stock and fixed maturities | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Issuance of common stock (in shares) | 804,375 | |||
Scaled Cell | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of shares owned (in shares) | 240,613 | |||
Beneficial ownership percentage | 20.10% |
Investments - MedicBeacon Narra
Investments - MedicBeacon Narrative (Details) - USD ($) | 12 Months Ended | |||||||
Dec. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Feb. 13, 2024 | Dec. 07, 2023 | Dec. 05, 2023 | Feb. 23, 2023 | Mar. 15, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Accrued interest | $ 17,100,000 | $ 15,300,000 | ||||||
Equity method investments | $ 900,000 | $ 43,600,000 | ||||||
MediBeacon Inc. | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Beneficial ownership percentage | 46.20% | |||||||
MediBeacon Inc. | Huadong | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Beneficial ownership percentage | 46.20% | 47.20% | ||||||
MediBeacon Inc. | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Gain on sale of investments | $ 3,800,000 | |||||||
Realized loss, equity issuance | 3,800,000 | |||||||
Equity method investments | 0 | $ 0 | ||||||
Interest income | 500,000 | $ 300,000 | ||||||
MediBeacon Inc. | Life Sciences | Huadong | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Preferred stock issued | $ 7,500,000 | |||||||
MediBeacon Inc. | Convertible Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | 9,200,000 | |||||||
Outstanding debt | 9,700,000 | $ 7,000,000 | $ 5,000,000 | |||||
Extinguishment of debt, amount | $ 6,500,000 | |||||||
Accrued interest | 700,000 | |||||||
Realized loss on equity method investment | 4,700,000 | |||||||
Cumulative unrecognized loss on equity method investments | 8,000,000 | |||||||
MediBeacon Inc. | Secured Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 500,000 | |||||||
MediBeacon Inc. | Convertible Notes Due 2025, 8.0% | Convertible Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 4,500,000 | |||||||
Interest rate | 8% | |||||||
MediBeacon Inc. | Convertible Notes Due 2026, 12% | Convertible Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 2,000,000 | |||||||
Interest rate | 12% | |||||||
MediBeacon Inc. | Convertible Notes, 12%, Issue December 6, 2023 | Convertible Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 7,200,000 | |||||||
Interest rate | 12% | |||||||
MediBeacon Inc. | Convertible Notes, 8.0%, Issued After December 6, 2023 | Convertible Debt | Life Sciences | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 2,000,000 | |||||||
Interest rate | 12% | |||||||
MediBeacon Inc. | Convertible Notes, 8.0%, Issued After February 12, 2024 | Convertible Debt | Life Sciences | Subsequent Event | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Face amount | $ 500,000 | |||||||
Interest rate | 12% |
Investments - HMN Narrative (De
Investments - HMN Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 06, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | |||
Foreign | $ 5.3 | $ (0.4) | |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | $ (3.7) | $ (6.1) | |
HMN | |||
Schedule of Equity Method Investments [Line Items] | |||
Ownership percentage sold | 19% | 19% | |
Proceeds from sale of investments | $ 54.2 | ||
Interest income | 0.5 | ||
Foreign | $ 4.4 | ||
Net loss attributable to non-controlling interests and redeemable non-controlling interests | $ 15.9 | ||
Gain on sale of investments | $ 12.2 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Schedule of Property, Plant, and Equipment, net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | $ 292.3 | $ 283.5 |
Less: Accumulated depreciation | 137.7 | 118.5 |
Property, plant, and equipment and finance lease right-of-use asset, net | 154.6 | 165 |
Equipment, furniture and fixtures, and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | 210.7 | 196 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | 42.9 | 44.8 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | 25.8 | 26.1 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | 4.8 | 8.4 |
Plant and transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | $ 8.1 | $ 8.2 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 USD ($) building | Dec. 31, 2022 USD ($) | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense | $ 24.9 | $ 25.6 |
Depreciation expense within cost of revenue | 15.8 | 15 |
Net book value of equipment under capital leases | 2.3 | 2.1 |
Property, plant, and equipment and finance lease right-of-use asset, gross | 292.3 | 283.5 |
Property, plant and equipment, net | 154.6 | 165 |
Assets held for sale | $ 3.1 | |
Number of buildings held-for-sale | building | 2 | |
Internal-Use Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment and finance lease right-of-use asset, gross | $ 40.9 | 35.6 |
Property, plant and equipment, net | 9.9 | 5.6 |
Operating Segments | Infrastructure | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation expense within cost of revenue | $ 15.7 | $ 15 |
Goodwill and Intangibles, Net -
Goodwill and Intangibles, Net - Schedule of Changes in the Carrying Amount of Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 127.1 | $ 127.4 |
Translation | 0 | (0.3) |
Ending balance | 127.1 | 127.1 |
Infrastructure | ||
Goodwill [Roll Forward] | ||
Beginning balance | 105.7 | 106 |
Translation | 0 | (0.3) |
Ending balance | 105.7 | 105.7 |
Spectrum | ||
Goodwill [Roll Forward] | ||
Beginning balance | 21.4 | 21.4 |
Translation | 0 | 0 |
Ending balance | $ 21.4 | $ 21.4 |
Goodwill and Intangibles, Net_2
Goodwill and Intangibles, Net - Schedule of Indefinite-lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 106.3 | $ 106.3 |
FCC licenses | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 106.3 | $ 106.3 |
Goodwill and Intangibles, Net_3
Goodwill and Intangibles, Net - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-average period until next FCC licenses renewal | 6 years 2 months 12 days | 6 years 7 months 6 days |
Impairment definite lived intangible assets | $ 0 | $ 1,500,000 |
Amortization expense | 11,100,000 | 16,600,000 |
Non-core FCC Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, impairment charges | $ 0 | $ 200,000 |
Goodwill and Intangibles, Net_4
Goodwill and Intangibles, Net - Schedule of Definite Lived Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 129.3 | $ 129.7 |
Accumulated Amortization | (56.7) | (45.9) |
Net | $ 72.6 | 83.8 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 15 years | |
Gross Carrying Amount | $ 25.2 | 25.4 |
Accumulated Amortization | (9.4) | (8) |
Net | $ 15.8 | 17.4 |
Customer relationships and contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 11 years | |
Gross Carrying Amount | $ 87.6 | 87.6 |
Accumulated Amortization | (44.2) | (35.4) |
Net | $ 43.4 | 52.2 |
Channel sharing arrangements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 35 years | |
Gross Carrying Amount | $ 12.6 | 12.6 |
Accumulated Amortization | (1.8) | (1.4) |
Net | $ 10.8 | 11.2 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 12 years | |
Gross Carrying Amount | $ 3.9 | 4.1 |
Accumulated Amortization | (1.3) | (1.1) |
Net | $ 2.6 | $ 3 |
Goodwill and Intangibles, Net_5
Goodwill and Intangibles, Net - Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Estimated Amortization | ||
2024 | $ 7.4 | |
2025 | 7.3 | |
2026 | 6.8 | |
2027 | 5 | |
2028 | 5 | |
Thereafter | 41.1 | |
Net | $ 72.6 | $ 83.8 |
Leases - Schedule of Right-of-u
Leases - Schedule of Right-of-use Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Right-of-use assets: | ||
Operating lease (Other assets) | $ 58 | $ 65.8 |
Finance lease (Property, plant and equipment, net) | 2.3 | 2.1 |
Total right-of-use assets | 60.3 | 67.9 |
Lease liabilities: | ||
Current portion of operating lease (Other current liabilities) | 13.5 | 17.1 |
Non-current portion of operating lease (Other liabilities) | 48.6 | 53.8 |
Finance lease (Debt obligations) | 2.4 | 2.1 |
Total lease liabilities | $ 64.5 | $ 73 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Debt obligations | Debt obligations |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 1 Months Ended | 12 Months Ended | 24 Months Ended | |||||
Feb. 28, 2023 USD ($) ft² | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) | Nov. 30, 2023 USD ($) | Nov. 30, 2021 | |
Lessee, Lease, Description [Line Items] | ||||||||
Impairment of the right-of-use asset | $ 0.6 | $ 0.5 | ||||||
Short-term lease cost | 39.2 | 34.8 | ||||||
Selling, general and administrative | 168 | 180.1 | ||||||
West Palm Beach, Florida, Lease Commencing November 2023 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease, term of contract | 15 years | 10 years | ||||||
Monthly payment amount | $ 0.2 | |||||||
Annual maintenance charge | $ 0.6 | |||||||
Percentage of annual adjustment in lease payment and charges | 3% | |||||||
Square footage leased | ft² | 25,184 | |||||||
Prepaid rent | $ 1.1 | |||||||
Selling, general and administrative | $ 0.7 | $ 0.4 | $ 1.1 | |||||
West Palm Beach, Florida, Lease Commencing Fourth Quarter 2023 | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Lease not yet commenced, term of contract | 5 years | |||||||
Lease not yet commenced, renewal term | 5 years | |||||||
Monthly lease payments | $ 0.1 | |||||||
Percentage of annual adjustment in lease payment and charges | 3% | |||||||
Area of land leased, not yet commenced | ft² | 15,786 | |||||||
Deposits assets | $ 0.2 | |||||||
Forecast | ||||||||
Lessee, Lease, Description [Line Items] | ||||||||
Short-term lease cost | $ 8.5 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finance lease cost: | ||
Amortization of right-of-use assets | $ 0.4 | $ 0.2 |
Interest on lease liabilities | 0.2 | 0.1 |
Net finance lease cost | 0.6 | 0.3 |
Operating lease cost | 22.1 | 23.5 |
Variable lease cost | 0.6 | 0.6 |
Sublease income | (0.7) | (0.7) |
Total lease cost | $ 22.6 | $ 23.7 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from finance leases | $ 0.2 | $ 0.1 |
Financing cash flows from finance leases | 0.4 | 0.2 |
Operating cash flows from operating leases | 22.8 | 23.3 |
Right-of-use assets obtained in exchange for new lease liabilities: | ||
Finance leases | 0.8 | 2.2 |
Operating leases | $ 9.3 | $ 15 |
Leases - Schedule of Weighted A
Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted-average remaining lease term (years) - operating leases | 7 years 6 months | 7 years 6 months |
Weighted-average remaining lease term (years) - finance leases | 1 year 7 months 6 days | 1 year 4 months 24 days |
Weighted-average discount rate - operating lease (as percent) | 5.60% | 5.30% |
Weighted-average discount rate - finance lease (as percent) | 6.80% | 5.70% |
Leases - Schedule of Future Pay
Leases - Schedule of Future Payments of Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leases | ||
2024 | $ 16.5 | |
2025 | 13 | |
2026 | 9.6 | |
2027 | 7.2 | |
2028 | 5.5 | |
Thereafter | 24 | |
Total future minimum lease payments | 75.8 | |
Less: amounts representing interest | (13.7) | |
Total lease liability balance | 62.1 | |
Finance Leases | ||
2024 | 1.8 | |
2025 | 0.3 | |
2026 | 0.2 | |
2027 | 0.2 | |
2028 | 0.1 | |
Thereafter | 0 | |
Total future minimum lease payments | 2.6 | |
Less: amounts representing interest | (0.2) | |
Total lease liability balance | $ 2.4 | $ 2.1 |
Other Assets, Accrued Liabili_3
Other Assets, Accrued Liabilities and Other Liabilities - Schedule of Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Prepaid assets | $ 11.2 | $ 10.4 | |
Income tax receivable | 2.1 | 5.3 | |
Restricted cash - current | 0.9 | 0.3 | $ 2 |
Other | 0.4 | 1.1 | |
Total other current assets | $ 14.6 | $ 17.1 |
Other Assets, Accrued Liabili_4
Other Assets, Accrued Liabilities and Other Liabilities - Schedule of Other Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Right-of-use assets | $ 58 | $ 65.8 | |
Restricted cash - non-current | 0.6 | 1.5 | $ 0 |
Other | 2.7 | 4.6 | |
Total other assets | $ 61.3 | $ 71.9 |
Other Assets, Accrued Liabili_5
Other Assets, Accrued Liabilities and Other Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Accrued expenses | $ 14.3 | $ 17.3 |
Accrued payroll and employee benefits | 29.2 | 30.8 |
Accrued interest | 17.1 | 15.3 |
Accrued sales and use taxes | 9.8 | 1.6 |
Accrued income taxes | 0.4 | 0.4 |
Total accrued liabilities | $ 70.8 | $ 65.4 |
Other Assets, Accrued Liabili_6
Other Assets, Accrued Liabilities and Other Liabilities - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Employee-related termination costs | $ 700,000 | |
Loss on employee contract termination | 30,000 | |
Asset retirement obligation | $ 1,900,000 | 1,700,000 |
Accretion expense | 200,000 | 100,000 |
Interest payable non current | 14,900,000 | 5,500,000 |
Spectrum | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit fee payable | 15,900,000 | 7,600,000 |
DBMG | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 2,100,000 | $ 6,500,000 |
Restructuring reserve | $ 0 |
Other Assets, Accrued Liabili_7
Other Assets, Accrued Liabilities and Other Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lease liability, current | $ 13.5 | $ 17.1 |
Other current liabilities | 2.6 | 3 |
Total other current liabilities | $ 16.1 | $ 20.1 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total other current liabilities | Total other current liabilities |
Other Assets, Accrued Liabili_8
Other Assets, Accrued Liabilities and Other Liabilities - Schedule of Other Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Lease liability, net of current portion | $ 48.6 | $ 53.8 |
Other | 34.1 | 17.4 |
Total other liabilities | $ 82.7 | $ 71.2 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Debt (Details) - USD ($) $ in Millions | 12 Months Ended | |||||
Dec. 31, 2023 | Nov. 09, 2023 | Aug. 08, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 01, 2021 | |
Debt Instrument [Line Items] | ||||||
Obligations under finance leases | $ 2.4 | $ 2.1 | ||||
Total aggregate finance lease and debt payments | 722.8 | 725.3 | ||||
Unamortized issuance discount, issuance premium, and deferred financing costs | (13) | (10.9) | ||||
Less: current portion of debt obligations | (30.5) | (30.6) | ||||
Debt obligations | 679.3 | 683.8 | ||||
Infrastructure | ||||||
Debt Instrument [Line Items] | ||||||
Obligations under finance leases | 2.4 | 2.1 | ||||
Total aggregate finance lease and debt payments | 198.8 | 243 | ||||
Infrastructure | PRIME minus 0.85% Line of Credit due 2025 | Real Estate Term Advance | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding debt | $ 100 | 107.7 | ||||
Infrastructure | 3.25% Term Loan due 2026 | Real Estate Term Advance | DBM Global Credit Facilities | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.25% | |||||
Outstanding debt | $ 91.4 | 99.5 | ||||
Infrastructure | 4.00% Note due 2024 | Real Estate Term Advance | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 4% | |||||
Outstanding debt | $ 5 | 15 | ||||
Infrastructure | 8.00% Note due 2024 | Real Estate Term Advance | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8% | |||||
Outstanding debt | $ 0 | 18.7 | ||||
Infrastructure | Prime Rate | PRIME minus 0.85% Line of Credit due 2025 | Real Estate Term Advance | DBM Global Credit Facilities | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.85% | |||||
Spectrum | ||||||
Debt Instrument [Line Items] | ||||||
Total aggregate finance lease and debt payments | $ 69.7 | $ 69.7 | $ 69.7 | 69.7 | ||
Spectrum | 8.50% Note due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Outstanding debt | $ 19.3 | 19.3 | ||||
Spectrum | 11.45% Notes due 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 11.45% | |||||
Outstanding debt | $ 50.4 | 50.4 | ||||
Life Sciences | ||||||
Debt Instrument [Line Items] | ||||||
Total aggregate finance lease and debt payments | $ 17.4 | 10.8 | ||||
Life Sciences | 20.00% Note due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 20% | |||||
Short-term debt | 0 | |||||
Life Sciences | 18.00% Note due 2023 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 18% | |||||
Short-term debt | $ 0 | 10.8 | ||||
Non-Operating Corporate | ||||||
Debt Instrument [Line Items] | ||||||
Total aggregate finance lease and debt payments | 436.9 | 401.8 | ||||
Non-Operating Corporate | 8.50% Senior Secured Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | |||||
Non-Operating Corporate | 8.50% Senior Secured Notes due 2026 | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 8.50% | 8.50% | ||||
Outstanding debt | $ 330 | 330 | ||||
Non-Operating Corporate | 7.50% Convertible Senior Notes due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 7.50% | 7.50% | ||||
Outstanding debt | $ 51.8 | 51.8 | ||||
Non-Operating Corporate | SOFR plus 5.75% Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding debt | 20 | 20 | ||||
Non-Operating Corporate | CGIC Unsecured Note due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding debt | $ 35.1 | $ 0 | ||||
Non-Operating Corporate | SOFR | SOFR plus 5.75% Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 5.75% |
Debt Obligations - Schedule o_2
Debt Obligations - Schedule of Aggregate Debt Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Finance Leases | ||
2024 | $ 1.8 | |
2025 | 0.3 | |
2026 | 0.2 | |
2027 | 0.2 | |
2028 | 0.1 | |
Total future minimum lease payments | 2.6 | |
Less: Amount representing interest | (0.2) | |
Total lease liability balance | 2.4 | $ 2.1 |
Debt | ||
2024 | 81.7 | |
2025 | 271.3 | |
2026 | 502.2 | |
2027 | 0 | |
2028 | 0 | |
Total minimum principal and interest payments | 855.2 | |
Less: Amount representing interest | (134.8) | |
Total aggregate finance lease and debt payments | 720.4 | |
Total | ||
2024 | 83.5 | |
2025 | 271.6 | |
2026 | 502.4 | |
2027 | 0.2 | |
2028 | 0.1 | |
Total minimum principal and interest payments | 857.8 | |
Less: Amount representing interest | (135) | |
Total aggregate finance lease and debt payments | $ 722.8 | $ 725.3 |
Debt Obligations - Infrastructu
Debt Obligations - Infrastructure Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 12, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Infrastructure | 4.00% Note due 2024 | Real Estate Term Advance | |||
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Outstanding debt | $ 5,000,000 | $ 15,000,000 | |
Infrastructure | 8.00% Note due 2024 | Real Estate Term Advance | |||
Debt Instrument [Line Items] | |||
Interest rate | 8% | ||
Outstanding debt | $ 0 | $ 18,700,000 | |
Term Loan | UMB Bank | Infrastructure | |||
Debt Instrument [Line Items] | |||
Line of credit, maximum amount | $ 135,000,000 | ||
Revolving Credit Facility | Infrastructure | |||
Debt Instrument [Line Items] | |||
Interest rate, effective percentage | 8.33% | 6.88% | |
Commitment fee percentage | 0.25% | ||
Revolving Credit Facility | Infrastructure | 3.25% Term Loan due 2026 | Real Estate Term Advance | DBM Global Credit Facilities | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | ||
Outstanding debt | $ 91,400,000 | $ 99,500,000 | |
Revolving Credit Facility | UMB Bank | Infrastructure | |||
Debt Instrument [Line Items] | |||
Interest rate | 3.25% | ||
Interest rate, effective percentage | 3.30% | ||
Revolving Credit Facility | UMB Bank | Infrastructure | Prime Rate | |||
Debt Instrument [Line Items] | |||
Increase on basis spread of variable interest rate | 0.35% | ||
Minimum | |||
Debt Instrument [Line Items] | |||
Finance lease, interest rate | 2% | ||
Minimum | Revolving Credit Facility | UMB Bank | Infrastructure | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.25% | ||
Maximum | |||
Debt Instrument [Line Items] | |||
Finance lease, interest rate | 8.50% |
Debt Obligations - Spectrum Nar
Debt Obligations - Spectrum Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Dec. 30, 2022 | Aug. 15, 2025 | Nov. 09, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 09, 2023 | Aug. 08, 2023 | |
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 722,800,000 | $ 725,300,000 | |||||
Spectrum | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 69,700,000 | 69,700,000 | $ 69,700,000 | $ 69,700,000 | |||
Additional exit fees | $ 7,200,000 | $ 1,100,000 | |||||
Exit fee payable | 15,900,000 | 7,600,000 | |||||
Spectrum | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Exit fees | $ 2,000,000 | $ 1,000,000 | |||||
Spectrum | HC2 Broadcasting Holdings, Inc | |||||||
Debt Instrument [Line Items] | |||||||
Number of warrants outstanding (in shares) | 145,825 | ||||||
Class of warrant or right, percentage of warrants during time of exercise | 10.50% | ||||||
Fair value adjustment of warrants | $ 3,100,000 | ||||||
Spectrum | HC2 Broadcasting Holdings, Inc | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of warrants (in usd per share) | $ 140 | ||||||
Exercise price of remaining warrants (in usd per share) | 130 | ||||||
Spectrum | HC2 Broadcasting Holdings, Inc | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of warrants (in usd per share) | 0.01 | ||||||
Exercise price of remaining warrants (in usd per share) | $ 0.01 | ||||||
Senior Notes | Spectrum | HC2 Broadcasting Holdings, Inc | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 69,700,000 | ||||||
Interest rate | 10.50% | ||||||
DBMGi Preferred Stock exchanged for CGIC unsecured note | $ 6,900,000 | ||||||
Interest cost relating to contractual interest coupon | 32,900,000 | ||||||
Exit fees | 7,600,000 | ||||||
Senior Secured Notes Due May 31, 2024 | Senior Notes | Spectrum | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 52,200,000 | ||||||
Senior Secured Notes Due May 31, 2024 | Senior Notes | Spectrum | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, effective percentage | 24% | ||||||
Senior Secured Notes Due May 31, 2024 | Senior Notes | Spectrum | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate, effective percentage | 20.60% | ||||||
8.50% Note due 2022 | Senior Notes | Spectrum | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 19,300,000 | ||||||
Interest rate | 8.50% | ||||||
8.50% Note due 2022 | Senior Notes | Spectrum | HC2 Broadcasting Holdings, Inc | |||||||
Debt Instrument [Line Items] | |||||||
DBMGi Preferred Stock exchanged for CGIC unsecured note | $ 6,900,000 | ||||||
10.50% Note due 2022 | Senior Notes | Spectrum | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 32,900,000 | ||||||
Interest rate | 10.50% | ||||||
10.50% Note due 2022 | Senior Notes | Spectrum | HC2 Broadcasting Holdings, Inc | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 10.50% | ||||||
11.45% Notes due 2025 | Spectrum | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding debt | $ 50,400,000 | $ 50,400,000 | |||||
Interest rate | 11.45% | ||||||
11.45% Notes due 2025 | Senior Notes | Spectrum | HC2 Broadcasting Holdings, Inc | |||||||
Debt Instrument [Line Items] | |||||||
DBMGi Preferred Stock exchanged for CGIC unsecured note | $ 17,500,000 | ||||||
Interest rate increase | 11.45% |
Debt Obligations - Life Science
Debt Obligations - Life Sciences Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2024 USD ($) | Nov. 15, 2023 day | Apr. 30, 2024 | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||||
Accrued interest | $ 17,100,000 | $ 15,300,000 | |||||
Life Sciences | 20.00% Note due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Short-term debt | $ 17,400,000 | ||||||
R2 Technologies | Related Party | Life Sciences | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 10,800,000 | ||||||
Interest rate | 20% | 18% | |||||
Trading days effective for redemption | day | 5 | ||||||
Interest cost relating to contractual interest coupon | $ 2,900,000 | $ 800,000 | |||||
R2 Technologies | Related Party | Life Sciences | Subsequent Event | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 20,000,000 | ||||||
Interest rate | 20% | ||||||
Accrued interest | $ 2,600,000 | ||||||
Exit fee (as a percent) | 10.54% | 10.37% | 10.20% | ||||
R2 Technologies | Related Party | Life Sciences | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Debt covenant, proceeds received amount to cause debt maturity | $ 20,000,000 | ||||||
Debt covenant, maturity, number of days after event | 5 days | ||||||
R2 Technologies | Related Party | Life Sciences | 18.00% Note due 2023 | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | 6,600,000 | ||||||
Accrued interest | $ 1,300,000 |
Debt Obligations - Non-Operatin
Debt Obligations - Non-Operating Corporate Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Jun. 01, 2022 USD ($) | Feb. 01, 2021 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | May 08, 2025 | May 09, 2024 | May 08, 2024 | May 09, 2023 USD ($) | Apr. 25, 2023 USD ($) | Apr. 24, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Repayments of long-term debt | $ 37,100,000 | $ 28,300,000 | ||||||||||
Payments on lines of credit | 94,700,000 | 85,100,000 | ||||||||||
Proceeds from lines of credit | 87,000,000 | 176,700,000 | ||||||||||
Cash paid for interest | $ 49,000,000 | 42,500,000 | ||||||||||
Non Voting Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, equity ownership interest thresholds | 100% | |||||||||||
Voting Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, equity ownership interest thresholds | 65% | |||||||||||
Non-Operating Corporate | CGIC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 35,100,000 | |||||||||||
Debt issued, percentage of par value | 100% | |||||||||||
Non-Operating Corporate | DBMGi | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt covenant, mandatory prepayment, proceeds from certain asset sales, amount threshold | $ 3,000,000 | |||||||||||
Debt covenant, mandatory prepayment, proceeds from equity sales percentage | 12.50% | |||||||||||
Non-Operating Corporate | DBMGi | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 32% | 16% | 9% | |||||||||
Interest rate, effective percentage | 18.10% | |||||||||||
7.50% Convertible Senior Notes due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible notes, conversion ratio | 0.2342971 | |||||||||||
7.50% Convertible Senior Notes due 2026 | Non-Operating Corporate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 7.50% | 7.50% | ||||||||||
Debt issued, percentage of par value | 100% | |||||||||||
Conversion price (in usd per share) | $ / shares | $ 4.27 | |||||||||||
Outstanding debt | $ 51,800,000 | 51,800,000 | ||||||||||
Redemption threshold percentage | 130% | |||||||||||
Trading days effective for redemption | 20 | |||||||||||
Debt instrument, redemption, threshold consecutive trading days | 30 days | |||||||||||
Debt instrument, redemption, days prior to redemption notice | 5 days | |||||||||||
Redemption price, percentage | 100% | |||||||||||
7.50% Convertible Senior Notes due 2026 | Convertible Debt | Non-Operating Corporate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 51,800,000 | |||||||||||
Interest rate | 7.50% | |||||||||||
Debt issued, percentage of par value | 100% | |||||||||||
Embedded conversion feature, fair value | $ 12,300,000 | |||||||||||
Interest rate, effective percentage | 3.21% | |||||||||||
Unamortized premium | $ 12,300,000 | 6,000,000 | ||||||||||
Debt issuance costs | $ 1,100,000 | |||||||||||
Conversion price (in usd per share) | $ / shares | $ 4.27 | |||||||||||
Outstanding debt | 57,300,000 | |||||||||||
Debt Issuance Costs, Net | $ 500,000 | |||||||||||
Share price (in usd per share) | $ / shares | $ 1.23 | |||||||||||
Amortization of discount on investments, net | $ 1,900,000 | 1,900,000 | ||||||||||
Interest cost relating to contractual interest coupon | $ 1,900,000 | 1,900,000 | ||||||||||
Convertible Senior Notes Due 2022, 7.5% | Convertible Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest cost relating to contractual interest coupon | 200,000 | |||||||||||
Repayments of long-term debt | $ 3,200,000 | |||||||||||
Revolving Credit Agreement | Line of Credit | Non-Operating Corporate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate | 5.75% | |||||||||||
Line of Credit Facility, Commitment Fee Percentage | 1% | |||||||||||
Revolving Credit Agreement | Line of Credit | Non-Operating Corporate | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 20,000,000 | |||||||||||
Asset sale prepayment requirement threshold | $ 10,000,000 | $ 50,000,000 | ||||||||||
Payments on lines of credit | $ 15,000,000 | |||||||||||
Proceeds from lines of credit | 15,000,000 | |||||||||||
Line of credit outstanding | 20,000,000 | |||||||||||
8.50% Senior Secured Notes due 2026 | Non-Operating Corporate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate | 8.50% | |||||||||||
Debt issued, percentage of par value | 100% | |||||||||||
8.50% Senior Secured Notes due 2026 | Secured Debt | Non-Operating Corporate | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount | $ 330,000,000 | |||||||||||
Interest rate | 8.50% | 8.50% | ||||||||||
Debt issued, percentage of par value | 100% | |||||||||||
Interest rate, effective percentage | 9.30% | |||||||||||
Debt issuance costs | $ 10,800,000 | |||||||||||
Outstanding debt | 330,000,000 | 330,000,000 | ||||||||||
Amortization of discount on investments, net | 30,100,000 | $ 30,100,000 | ||||||||||
8.50% Senior Secured Notes due 2026 | Secured Debt | Non-Operating Corporate | CGIC | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest cost relating to contractual interest coupon | 4,100,000 | |||||||||||
Cash paid for interest | $ 1,800,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current tax expense (benefit) | ||
Federal | $ 0 | $ (2.7) |
State | 4.5 | 2.9 |
Foreign | 5.3 | (0.4) |
Net current tax expense (benefit) | 9.8 | (0.2) |
Deferred tax expense (benefit) | ||
Federal | 0.3 | (0.6) |
State | 0.2 | 0.1 |
Foreign | (5.8) | 1.6 |
Net deferred tax (benefit) expense | (5.3) | 1.1 |
Income tax expense | $ 4.5 | $ 0.9 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
US | $ (46.9) | $ (45.1) |
Foreign | 12.5 | 4 |
Loss from operations before income taxes | $ (34.4) | $ (41.1) |
Income Taxes - Schedule of Fede
Income Taxes - Schedule of Federal Statutory Income Tax Rate to Income (Loss) Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Tax (benefit) at federal statutory rate | $ (7.2) | $ (8.6) |
State tax, net of federal benefit | 1.4 | 1 |
Non-deductible meals and entertainment | 0.6 | 0.2 |
Executive and stock compensation | 0.3 | 0.1 |
Increase (decrease) in valuation allowance | 8.9 | (0.7) |
Tax rate changes | 1.2 | 1.7 |
Return to provision | 0.6 | 3.2 |
Foreign withholding tax expense | 4.4 | 0 |
Gain on sale of investment | 0.5 | 0 |
Outside basis differences | (6.9) | 4.2 |
Other | 0.7 | (0.2) |
Income tax expense | $ 4.5 | $ 0.9 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||||||
Mar. 06, 2023 | Nov. 04, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2014 | May 29, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||||||
Income tax expense (benefit) | $ 4.5 | $ 0.9 | ||||||
Income tax benefit, interim tax | 1.1 | |||||||
Foreign | 5.3 | (0.4) | ||||||
Deferred income tax (benefit) expense | (5.3) | 1.1 | ||||||
Total deferred tax liabilities | (69) | (75.9) | ||||||
Operating loss carryforwards | $ 31.7 | $ 46.1 | ||||||
Operating loss carryforwards, US | 119.2 | |||||||
Net operating loss, not subject to expiration | 121.9 | |||||||
Net operating losses subject to expiration | 57.3 | |||||||
Operating loss carryforward limitation | $ 2.3 | |||||||
Issuance of common stock (in shares) | 8.5 | |||||||
Reduced deferred tax asset carryforward | 58.7 | 58.7 | ||||||
HMN | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Foreign | $ 4.4 | |||||||
Deferred income tax (benefit) expense | $ 5.5 | |||||||
Total deferred tax liabilities | $ (11.3) | |||||||
Ownership percentage sold | 19% | 19% | ||||||
GrayWolf Industrial | Insurance Services | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Amount subject to annual limitation | $ 57.1 | |||||||
Domestic Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | $ 179.2 | |||||||
Domestic Tax Authority | GrayWolf Industrial | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Amount subject to annual limitation | $ 25.4 | |||||||
Domestic Tax Authority | GrayWolf Industrial | Tax Year 2024 | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Amount subject to annual limitation | 1.1 | |||||||
Domestic Tax Authority | GrayWolf Industrial | Minimum | Tax Year 2019 | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Amount subject to annual limitation | 3 | |||||||
Domestic Tax Authority | GrayWolf Industrial | Maximum | Tax Year 2019 | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Amount subject to annual limitation | $ 4 | |||||||
Foreign Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | 1.2 | |||||||
Foreign Tax Authority | DTV America | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Foreign operating loss carryforward | 11.4 | |||||||
R2 Technologies | Domestic Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | 92.9 | |||||||
Other Entities | Domestic Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | 2.4 | |||||||
DTV America | Domestic Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | 42.7 | |||||||
CGIC | Discontinued Operations | CGIC | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Income tax expense (benefit) | $ (3.1) | |||||||
Various Nonconsolidated Subsidiaries | Domestic Tax Authority | ||||||||
Operating Loss Carryforwards [Line Items] | ||||||||
Operating loss carryforwards | 138 | |||||||
Net operating loss, not subject to expiration | 101.9 | |||||||
Net operating losses subject to expiration | $ 36.1 |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 74.7 | $ 82.5 |
Basis difference in fixed assets | 0.3 | 0.3 |
Deferred compensation | 7.4 | 7.2 |
Sec. 163(j) carryforward | 59.6 | 46.3 |
Lease liability | 18.5 | 20.5 |
Investment in partnership | 9.9 | 7.2 |
Other deferred tax assets | 7.2 | 6.1 |
Total deferred tax assets | 177.6 | 170.1 |
Valuation allowance | (110.7) | (101.6) |
Total net deferred tax assets | 66.9 | 68.5 |
Basis difference in fixed assets | (19.5) | (17.5) |
Right-of-use assets | (17.3) | (19.1) |
Basis difference in intangibles | (30.4) | (27.8) |
Other deferred tax liabilities | (1.8) | (11.5) |
Total deferred tax liabilities | (69) | (75.9) |
Net deferred tax liabilities | $ (2.1) | $ (7.4) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Uncertain tax benefits - January 1 | $ 17.6 | $ 17.6 |
Gross decreases - Tax positions in prior year | 0 | 0 |
Uncertain tax benefits - December 31 | $ 17.6 | $ 17.6 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Purchase Obligation (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 203.6 |
2025 | 0.3 |
Total commitments | $ 203.9 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) $ in Millions | 12 Months Ended | |||||
Jan. 30, 2024 | Mar. 15, 2021 plaintiff lPTVBroadcastStation | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Feb. 20, 2024 causeOfAction | Oct. 28, 2022 USD ($) license station | |
Loss Contingencies [Line Items] | ||||||
Unrestricted and restricted cash in foreign accounts | $ 6.3 | $ 4.1 | ||||
Subsequent Event | ||||||
Loss Contingencies [Line Items] | ||||||
Number of causes of action against HC2 and Innovate | causeOfAction | 1 | |||||
Loss Contingency, Number Of Days For Plaintiff Amended Complaint | 21 days | |||||
Accounts Payable | Supplier Concentration Risk | Supplier One | ||||||
Loss Contingencies [Line Items] | ||||||
Concentration risk percentage | 17.50% | |||||
Customer One | Sales Revenue, Net | Customer Concentration Risk | ||||||
Loss Contingencies [Line Items] | ||||||
Concentration risk percentage | 29.20% | 23.80% | ||||
Customer One | Accounts Receivable | Customer Concentration Risk | ||||||
Loss Contingencies [Line Items] | ||||||
Concentration risk percentage | 30% | 11.50% | ||||
Customer Two | Sales Revenue, Net | Customer Concentration Risk | ||||||
Loss Contingencies [Line Items] | ||||||
Concentration risk percentage | 11.40% | |||||
Customer Two | Accounts Receivable | Customer Concentration Risk | ||||||
Loss Contingencies [Line Items] | ||||||
Concentration risk percentage | 11.50% | |||||
Credit And Security Agreements | DBMG | ||||||
Loss Contingencies [Line Items] | ||||||
Letters of credit outstanding | $ 0.1 | $ 2.6 | ||||
Performance Bonds | DBMG | ||||||
Loss Contingencies [Line Items] | ||||||
Letters of credit outstanding | $ 360.8 | $ 956.6 | ||||
Frank Digital Acquisition | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | $ 0.1 | |||||
Gray Media Sale | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | $ 0.5 | |||||
Number of licenses sold | license | 6 | |||||
TV-49, Licences, Breach Of Fiduciary Duty | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | $ 0.1 | |||||
Sale Of Stations | ||||||
Loss Contingencies [Line Items] | ||||||
Number of stations sold | station | 2 | |||||
Sale Of Station One | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | $ 0.2 | |||||
Sale Of Station Two | ||||||
Loss Contingencies [Line Items] | ||||||
Estimate of possible loss | $ 0.4 | |||||
DTV America Corporation Stockholders | ||||||
Loss Contingencies [Line Items] | ||||||
Number of plaintiffs | plaintiff | 22 | |||||
DTV America Corporation Stock Option Holders | ||||||
Loss Contingencies [Line Items] | ||||||
Number of plaintiffs | plaintiff | 8 | |||||
Number of LPTV broadcast stations included in litigation | lPTVBroadcastStation | 100 |
Employee Retirement Plans (Deta
Employee Retirement Plans (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee annual salary contributions | 3% | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employee annual salary contributions | 5% | |
Defined Contribution Plan the 401k Plan | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions for employees | $ 3.3 | $ 2.9 |
Multi-Employer Plans | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions for employees | $ 17.3 | $ 35 |
Percentage of employees under collective bargaining arrangements | 14.10% |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 20, 2018 | Apr. 11, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,200,000 | $ 2,400,000 | ||
Weighted average fair value at date of grant for options granted (in usd per share) | $ 1.47 | |||
Intrinsic value of options outstanding | $ 0 | |||
Average remaining life of option outstanding | 6 months | |||
Maximum contractual term of company's exercisable options | 10 years | |||
Unvested stock options (in shares) | 0 | |||
Unrecognized stock-based compensation expenses related to unvested stock options | $ 0 | |||
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Aggregate fair value of restricted common stock vested | 1,900,000 | $ 900,000 | ||
Unrecognized compensation expense | $ 1,000,000 | |||
Unrecognized compensation expense, period for recognition | 1 year 4 months 24 days | |||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period (in years) | 2 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Requisite service period (in years) | 3 years | |||
Omnibus Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares authorized to issue (in shares) | 3,500,000 | |||
Shares available for issuance (in shares) | 0 | |||
Second A&R Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares authorized to issue (in shares) | 3,500,000 | |||
Shares available for issuance (in shares) | 800,000 |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Company's Restricted Stock Activity (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Unvested at beginning of period (in shares) | 1,141,806 | 555,879 |
Granted (in shares) | 506,955 | 1,031,611 |
Vested (in shares) | (1,023,032) | (400,395) |
Forfeited (in shares) | (45,289) | |
Unvested at end of period (in shares) | 625,729 | 1,141,806 |
Weighted Average Grant Date Fair Value | ||
Unvested at beginning of period (in usd per share) | $ 2.56 | $ 3.79 |
Granted (in usd per share) | 2.57 | 2.41 |
Vested (in usd per share) | 2.32 | 3.77 |
Forfeited (in usd per share) | 3.68 | |
Unvested at end of period (in usd per share) | $ 2.95 | $ 2.56 |
Share-based Compensation - Sc_2
Share-based Compensation - Schedule of Company's Stock Option Activity (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Outstanding at beginning of period (in shares) | 4,995,150 | 4,715,859 |
Granted (in shares) | 280,791 | |
Expired (in shares) | (352,339) | (1,500) |
Outstanding at end of period (in shares) | 4,642,811 | 4,995,150 |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in usd per share) | $ 5.02 | $ 5.13 |
Granted (in usd per share) | 3.25 | |
Expired (in usd per share) | 3.12 | 4.06 |
Outstanding at end of period (in usd per share) | $ 5.17 | $ 5.02 |
Temporary Equity and Equity - S
Temporary Equity and Equity - Schedule of Stock by Class (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Series A-3 and A-4 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 20,000,000 | 20,000,000 |
Series A- 3 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued (in shares) | 6,125 | 6,125 |
Preferred stock, shares outstanding (in shares) | 6,125 | 6,125 |
Series A- 4 Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred stock, shares issued (in shares) | 10,000 | 10,000 |
Preferred stock, shares outstanding (in shares) | 10,000 | 10,000 |
Temporary Equity and Equity -_2
Temporary Equity and Equity - Series A-3 and Series A-4 Shares Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||||
Jul. 01, 2021 | Nov. 04, 2015 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | 8,500,000 | ||||
Preferred stock cumulative cash dividend rate | 7.50% | ||||
Preferred stock dividend rate | 4% | ||||
Accreting dividend threshold rate | 7.25% | ||||
Volume weighted average price threshold percentage | 150% | ||||
Preferred stock force conversion, trading days to calculate volume weighted average price | 30 days | ||||
Preferred stock trading days to calculate volume weighted average price (at least) | 20 days | ||||
Consent rights percentage (at least) | 75% | ||||
Maximum | |||||
Class of Stock [Line Items] | |||||
Preferred stock dividend rate | 2% | ||||
Minimum | |||||
Class of Stock [Line Items] | |||||
Preferred stock dividend rate | 0% | ||||
Series A shares issued and outstanding | |||||
Class of Stock [Line Items] | |||||
Preferred stock conversion price (in usd per share) | $ 3.52 | ||||
Series A-2 shares issued and outstanding | |||||
Class of Stock [Line Items] | |||||
Preferred stock conversion price (in usd per share) | $ 5.33 | ||||
Series A-3 and A-4 Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Redeemable current fair value | $ 16.4 | $ 17.6 | |||
Series A-3 Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock conversion price (in usd per share) | $ 4.25 | ||||
Number of shares to be issued upon conversion of preferred stock (in shares) | 1,740,700 | ||||
Series A-4 Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Preferred stock conversion price (in usd per share) | $ 8.25 | ||||
Number of shares to be issued upon conversion of preferred stock (in shares) | 1,875,533 | ||||
CGIC | |||||
Class of Stock [Line Items] | |||||
Redemption value | $ 16.1 | ||||
CGIC | Series A shares issued and outstanding | |||||
Class of Stock [Line Items] | |||||
Preferred stock, shares issued (in shares) | 6,125 | ||||
CGIC | Series A-2 shares issued and outstanding | |||||
Class of Stock [Line Items] | |||||
Issuance of common stock (in shares) | 10,000 |
Temporary Equity and Equity -_3
Temporary Equity and Equity - Schedule of Cash, PIK and Special Cash Dividends (Details) - USD ($) $ in Millions | 12 Months Ended | |||||||||||||||||
Jan. 15, 2024 | Oct. 13, 2023 | Sep. 30, 2023 | Jul. 14, 2023 | Jun. 30, 2023 | May 09, 2023 | Apr. 17, 2023 | Mar. 31, 2023 | Jan. 15, 2023 | Dec. 31, 2022 | Oct. 15, 2022 | Sep. 30, 2022 | Jul. 15, 2022 | Jun. 30, 2022 | Apr. 15, 2022 | Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||||||||
Total Dividend | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | ||||||||||||
Dividend payments | $ 2.2 | $ 5.2 | ||||||||||||||||
DBMGi | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Total Dividend | $ 0.4 | $ 0.9 | $ 0.9 | $ 0.9 | $ 0.9 | $ 0.9 | ||||||||||||
Preferred stock | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Total Dividend | $ 0.3 | $ 0.3 | ||||||||||||||||
Dividend payments | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | $ 0.3 | |||||||||||
Preferred stock | Subsequent Event | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividend payments | $ 0.3 | |||||||||||||||||
Preferred stock | DBMGi | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividend payments | 0.4 | $ 0.9 | $ 0.9 | $ 0.9 | $ 0.9 | $ 0.9 | ||||||||||||
Preferred stock | CGIC | ||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||
Dividend payments | 0.1 | |||||||||||||||||
Dividends, preferred stock, paid-in-kind | $ 0.3 |
Temporary Equity and Equity - D
Temporary Equity and Equity - DBMGi Series A Preferred Shares Narrative (Details) - USD ($) | 12 Months Ended | |||||||||
May 09, 2023 | Mar. 15, 2023 | Jul. 01, 2021 | Nov. 30, 2018 | Nov. 04, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | May 08, 2025 | May 09, 2024 | May 08, 2024 | |
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 8,500,000 | |||||||||
Purchase of preferred stock | $ 7,000,000 | $ 0 | ||||||||
Series A shares issued and outstanding | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 | ||||||||
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 | ||||||||
DBMGi | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 41,820.25 | |||||||||
Redeemed (in shares) | 41,820.25 | |||||||||
Number of days notice | 60 days | |||||||||
Accrued dividend payable | $ 400,000 | |||||||||
Gain (loss) on purchase of stock | 0 | |||||||||
Preferred stock, initial dividend rate period | 5 years | |||||||||
Preferred stock, dividend, paid in kind percentage | 9% | |||||||||
Preferred stock, dividend paid in cash, percentage | 8.25% | |||||||||
DBMGi | LIBOR | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend, basis spread on variable rate | 5.85% | |||||||||
DBMGi | Paid In Kind | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, dividend, basis spread on variable rate | 0.75% | |||||||||
DBMGi | Non-Operating Corporate | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock value outstanding | $ 41,800,000 | |||||||||
DBMGi | Non-Operating Corporate | Forecast | ||||||||||
Class of Stock [Line Items] | ||||||||||
Interest rate | 32% | 16% | 9% | |||||||
DBMGi | Preferred stock and fixed maturities | ||||||||||
Class of Stock [Line Items] | ||||||||||
Dividends preferred stock paid in kind (in shares) | 1,820.25 | |||||||||
DBMGi | Series A shares issued and outstanding | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred stock, shares outstanding (in shares) | 41,820.25 | |||||||||
DBMGi | Series A shares issued and outstanding | Discontinued Operations | CGIC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from divestiture of businesses | $ 40,900,000 | |||||||||
CGIC | ||||||||||
Class of Stock [Line Items] | ||||||||||
Purchase of preferred stock | $ 7,100,000 | |||||||||
CGIC | Non-Operating Corporate | ||||||||||
Class of Stock [Line Items] | ||||||||||
Face amount | $ 35,100,000 | |||||||||
Consolidation, Eliminations | DBMGi | Series A shares issued and outstanding | ||||||||||
Class of Stock [Line Items] | ||||||||||
Issuance of common stock (in shares) | 40,000 |
Temporary Equity and Equity - R
Temporary Equity and Equity - R2 Technologies Non-Controlling Interests Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Redeemable non-controlling interest | $ 1 | $ (43.4) |
R2 Technologies | ||
Class of Stock [Line Items] | ||
Other | 9 | |
Redeemable non-controlling interest | 1 | 3.8 |
Liquidation preference | 112.3 | 104 |
Liquidation preference attributable to redeemable non-controlling interests | $ 48 | $ 44.5 |
Temporary Equity and Equity -_4
Temporary Equity and Equity - Stockholders’ Rights Agreement - Tax Benefits Preservation Plan Narrative (Details) | Apr. 10, 2023 $ / shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Aug. 30, 2021 |
Class of Stock [Line Items] | ||||
Tax benefits preservation plan, outstanding shares ownership threshold (percent) | 4.90% | |||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | ||
2023 Plan | Affiliated Entity | ||||
Class of Stock [Line Items] | ||||
Number of business days the company certifies acquiring person | 10 | |||
2023 Plan | Series A-4 shares issued and outstanding | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value (in usd per share) | $ 0.001 | |||
Price per share (in dollars per share) | 15 | |||
2023 Plan | Common stock | ||||
Class of Stock [Line Items] | ||||
Common stock, par value (in usd per share) | $ 0.001 | |||
2023 Plan | Common stock | Maximum | ||||
Class of Stock [Line Items] | ||||
Stock ownership percentage | 0.005 | |||
2023 Plan | Common stock | Minimum | ||||
Class of Stock [Line Items] | ||||
Stock ownership percentage | 0.049 | |||
2023 Plan | Common stock | Affiliated Entity | ||||
Class of Stock [Line Items] | ||||
Rights to common stockholders threshold period | 10 days | |||
2023 Plan | Common stock | Innovate Corp | ||||
Class of Stock [Line Items] | ||||
Number of business days to commencement of tender offer | 10 | |||
2023 Plan | Common stock | Innovate Corp | Affiliated Entity | ||||
Class of Stock [Line Items] | ||||
Rights to common stockholders threshold period | 10 days | |||
2023 Plan | Common stock | Innovate Corp | Beneficial Owner | ||||
Class of Stock [Line Items] | ||||
Beneficial ownership percentage | 4.90% |
Related Parties - Non-Operating
Related Parties - Non-Operating Corporate Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2018 | Dec. 31, 2023 | Dec. 31, 2022 | May 09, 2023 | Dec. 31, 2021 | Feb. 01, 2021 | |
Related Party Transaction [Line Items] | ||||||
Lease term | 75 months | |||||
Investment owned, balance, principal amount | $ 2,000,000 | $ 2,000,000 | ||||
Increase (decrease) in notes payable, current | $ 2,000,000 | |||||
Investment owned, balance, shares | 468,594 | 468,594 | ||||
Interest expense | $ 68,200,000 | $ 52,000,000 | ||||
Non-Operating Corporate | 7.50% Convertible Senior Notes due 2026 | ||||||
Related Party Transaction [Line Items] | ||||||
Interest rate | 7.50% | 7.50% | ||||
Non-Operating Corporate | 7.50% Convertible Senior Notes due 2026 | Convertible Debt | ||||||
Related Party Transaction [Line Items] | ||||||
Face amount | $ 51,800,000 | |||||
Interest rate | 7.50% | |||||
CGIC | Non-Operating Corporate | ||||||
Related Party Transaction [Line Items] | ||||||
Face amount | $ 35,100,000 | |||||
Mr. Glazer | Non-Operating Corporate | Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Interest expense | $ 200,000 | $ 200,000 |
Related Parties - Infrastructur
Related Parties - Infrastructure Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Apr. 04, 2022 USD ($) | Jun. 30, 2022 plane | Mar. 31, 2022 plane | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |||||
Interest expense | $ 68.2 | $ 52 | |||
Infrastructure | Real Estate Term Advance | 4.00% Note due 2024 | |||||
Related Party Transaction [Line Items] | |||||
Subordinated borrowing, interest rate | 4% | ||||
Outstanding debt | $ 5 | 15 | |||
Banker Steel | Planes | Related Party | Infrastructure | |||||
Related Party Transaction [Line Items] | |||||
Number of planes leased | plane | 2 | ||||
Number of plane leases terminated | plane | 1 | ||||
Lease expense | $ 1.2 | 1.3 | |||
DMBG and Donald Banker | Related Party | Infrastructure | Banker Steel Acquisition | Subordinated Debt | |||||
Related Party Transaction [Line Items] | |||||
Subordinated borrowing, interest rate | 4% | ||||
Donald Banker | Infrastructure | Banker Steel Acquisition | Subordinated Debt | |||||
Related Party Transaction [Line Items] | |||||
Scheduled payment amount | $ 12.1 | ||||
Early payment amount | $ 16.6 | ||||
Donald Banker | Related Party | Infrastructure | Banker Steel Acquisition | Subordinated Debt | |||||
Related Party Transaction [Line Items] | |||||
Subordinated borrowing, interest rate | 8% | ||||
Interest expense | $ 1.5 | 2.3 | |||
Accrued interest | $ 0.1 | $ 0.5 | |||
Donald Banker | Related Party | Infrastructure | Banker Steel Acquisition | Subordinated Debt | Donald Banker's Family Trust | |||||
Related Party Transaction [Line Items] | |||||
Parents interest, controlling (approximately) | 25% | ||||
Donald Banker | Related Party | Infrastructure | Banker Steel Acquisition | Subordinated Debt 11% | |||||
Related Party Transaction [Line Items] | |||||
Subordinated borrowing, interest rate | 11% | ||||
Bankers Steel debt - assumed | $ 6.3 |
Related Parties - Life Sciences
Related Parties - Life Sciences Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2024 USD ($) | Nov. 15, 2023 day | Apr. 30, 2024 | Mar. 31, 2024 | Feb. 29, 2024 | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jan. 01, 2022 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Accrued interest | $ 17,100,000 | $ 15,300,000 | ||||||
Total Life Sciences segment revenue | 1,423,000,000 | 1,637,300,000 | ||||||
Related receivables from this subsidiary | 0 | |||||||
Accounts receivable, net | 278,400,000 | 254,900,000 | $ 247,100,000 | |||||
Share-based compensation expense | 2,200,000 | 2,400,000 | ||||||
Life Sciences | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total Life Sciences segment revenue | 3,300,000 | 4,300,000 | ||||||
Life Sciences | 20.00% Note due 2024 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Short-term debt | 17,400,000 | |||||||
Infrastructure | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total Life Sciences segment revenue | 1,396,400,000 | 1,593,800,000 | ||||||
R2 Technologies | Infrastructure | ||||||||
Related Party Transaction [Line Items] | ||||||||
Accrued interest | $ 2,400,000 | 800,000 | ||||||
R2 Technologies | Related Party | Life Sciences | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | $ 10,800,000 | |||||||
Interest rate | 20% | 18% | ||||||
Trading days effective for redemption | day | 5 | |||||||
Interest cost relating to contractual interest coupon | $ 2,900,000 | $ 800,000 | ||||||
R2 Technologies | Related Party | Life Sciences | Subsequent Event | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | $ 20,000,000 | |||||||
Interest rate | 20% | |||||||
Accrued interest | $ 2,600,000 | |||||||
Exit fee (as a percent) | 10.54% | 10.37% | 10.20% | |||||
R2 Technologies | Related Party | Life Sciences | Forecast | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt covenant, proceeds received amount to cause debt maturity | $ 20,000,000 | |||||||
Debt covenant, maturity, number of days after event | 5 days | |||||||
R2 Technologies | Related Party | Life Sciences | 18.00% Note due 2023 | ||||||||
Related Party Transaction [Line Items] | ||||||||
Face amount | 6,600,000 | |||||||
Accrued interest | 1,300,000 | |||||||
R2 Technologies | Related Party | Infrastructure | ||||||||
Related Party Transaction [Line Items] | ||||||||
Total Life Sciences segment revenue | 700,000 | 3,000,000 | ||||||
Accounts receivable, net | 600,000 | |||||||
Share-based compensation expense | $ 300,000 | $ 400,000 |
Operating Segments and Relate_3
Operating Segments and Related Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable geographic segments | 1 |
Number of reportable operating segments | 3 |
Operating Segments and Relate_4
Operating Segments and Related Information - Schedules of Concentration of Risk, by Risk Factor (Details) - Sales Revenue, Net - Customer Concentration Risk - Infrastructure | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Customer A | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 29.20% | 23.80% |
Customer B | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Concentration risk, percentage | 11.40% |
Operating Segments and Relate_5
Operating Segments and Related Information - Schedule of Company's Operating Segments (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 1,423 | $ 1,637.3 |
Income (loss) from operations | 26.5 | 13.4 |
Interest expense | (68.2) | (52) |
Loss from equity investees | (9.4) | (1.3) |
Other income (expense), net | 16.7 | (1.2) |
Loss from operations before income taxes | (34.4) | (41.1) |
Depreciation and Amortization | 20.2 | 27.2 |
Cost of revenue | 15.8 | 15 |
Depreciation and amortization (including amounts in cost of revenue) | 36 | 42.2 |
Total depreciation and amortization | 36 | 42.2 |
Capital Expenditures | 18.4 | 20.7 |
Infrastructure | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 1,396.4 | 1,593.8 |
Life Sciences | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 3.3 | 4.3 |
Spectrum | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 22.5 | 38.7 |
Operating Segments | Infrastructure | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 1,397.2 | 1,594.3 |
Income (loss) from operations | 64.4 | 57.5 |
Depreciation and Amortization | 14.4 | 21 |
Cost of revenue | 15.7 | 15 |
Depreciation and amortization (including amounts in cost of revenue) | 30.1 | 36 |
Capital Expenditures | 16.6 | 16.5 |
Operating Segments | Life Sciences | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 3.3 | 4.3 |
Income (loss) from operations | (15) | (20.1) |
Depreciation and Amortization | 0.5 | 0.3 |
Cost of revenue | 0.1 | 0 |
Depreciation and amortization (including amounts in cost of revenue) | 0.6 | 0.3 |
Capital Expenditures | 0.5 | 0.8 |
Operating Segments | Spectrum | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 22.5 | 38.7 |
Income (loss) from operations | (3.4) | (3.8) |
Depreciation and Amortization | 5.2 | 5.8 |
Capital Expenditures | 1 | 3.3 |
Operating Segments | Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Income (loss) from operations | (3.1) | (0.6) |
Non-Operating Corporate | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Income (loss) from operations | (16.4) | (19.6) |
Depreciation and Amortization | 0.1 | 0.1 |
Capital Expenditures | $ 0.3 | $ 0.1 |
Operating Segments and Relate_6
Operating Segments and Related Information - Schedule of Segment Reporting for Long-term investments, Property and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | $ 1.8 | $ 59.5 |
Equity Method Investments (included in Investments above) | 0.9 | 43.6 |
Assets | 1,043.6 | 1,151.7 |
Operating Segments | Infrastructure | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | 851.4 | 879.3 |
Operating Segments | Life Sciences | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 1.8 | 7.6 |
Equity Method Investments (included in Investments above) | 0.9 | 3 |
Assets | 8.3 | 15.4 |
Operating Segments | Spectrum | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | 176.6 | 188.2 |
Operating Segments | Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 0 | 51.9 |
Equity Method Investments (included in Investments above) | 0 | 40.6 |
Assets | 0 | 53.6 |
Non-Operating Corporate | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets | $ 7.3 | $ 15.2 |
Basic and Diluted Loss Per Co_3
Basic and Diluted Loss Per Common Share - Narrative (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 0 | 0 |
Restricted Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 951,861 | 868,104 |
Basic and Diluted Loss Per Co_4
Basic and Diluted Loss Per Common Share - Schedule of Calculation of Basic Loss Per Common Share to Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (38.9) | $ (42) |
Net loss attributable to non-controlling interests and redeemable non-controlling interests | 3.7 | 6.1 |
Net loss attributable to INNOVATE Corp. | (35.2) | (35.9) |
Less: Preferred dividends | 2.4 | 4.9 |
Net loss attributable to common stockholders, basic | (37.6) | (40.8) |
Net loss attributable to common stockholders, diluted | $ (37.6) | $ (40.8) |
Weighted-average common stock outstanding - basic (in shares) | 78.1 | 77.5 |
Weighted-average common stock outstanding - diluted (in shares) | 78.1 | 77.5 |
Loss per share - basic and diluted | ||
Basic (in usd per share) | $ (0.48) | $ (0.53) |
Diluted (in usd per share) | $ (0.48) | $ (0.53) |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Schedule of Financial Instruments Measured on Not Measured at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Mar. 06, 2023 | Dec. 31, 2022 |
HMN | |||
Liabilities | |||
Ownership percentage sold | 19% | 19% | |
Nonrecurring | Carrying Value | |||
Assets | |||
Measurement alternative investment | $ 0.9 | $ 11.3 | |
Total assets not accounted for at fair value | 0.9 | 11.3 | |
Liabilities | |||
Debt obligations | 707.4 | 712.3 | |
Total liabilities not accounted for at fair value | 707.4 | 712.3 | |
Nonrecurring | Estimated Fair Value | |||
Assets | |||
Measurement alternative investment | 0.9 | 11.3 | |
Total assets not accounted for at fair value | 0.9 | 11.3 | |
Liabilities | |||
Debt obligations | 621.8 | 643 | |
Total liabilities not accounted for at fair value | 621.8 | 643 | |
Nonrecurring | Estimated Fair Value | Level 1 | |||
Assets | |||
Measurement alternative investment | 0 | 0 | |
Total assets not accounted for at fair value | 0 | 0 | |
Liabilities | |||
Debt obligations | 283.2 | 237.6 | |
Total liabilities not accounted for at fair value | 283.2 | 237.6 | |
Nonrecurring | Estimated Fair Value | Level 2 | |||
Assets | |||
Measurement alternative investment | 0.9 | 0 | |
Total assets not accounted for at fair value | 0.9 | 0 | |
Liabilities | |||
Debt obligations | 338.6 | 405.4 | |
Total liabilities not accounted for at fair value | 338.6 | 405.4 | |
Nonrecurring | Estimated Fair Value | Level 3 | |||
Assets | |||
Measurement alternative investment | 0 | 11.3 | |
Total assets not accounted for at fair value | 0 | 11.3 | |
Liabilities | |||
Debt obligations | 0 | 0 | |
Total liabilities not accounted for at fair value | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - Non-Operating Corporate | Dec. 31, 2023 | Dec. 31, 2021 | Feb. 01, 2021 |
8.50% Senior Secured Notes due 2026 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 8.50% | ||
8.50% Senior Secured Notes due 2026 | Secured Debt | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 8.50% | 8.50% | |
7.50% Convertible Senior Notes due 2026 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate | 7.50% | 7.50% |
Supplementary Financial Infor_3
Supplementary Financial Information- Schedule of Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | ||
Total | $ 16.7 | $ (1.2) |
HMN | ||
Offsetting Assets [Line Items] | ||
Gain on sale of investments | 12 | 0 |
Gain on step-up of equity method investment | 3.8 | 0 |
Other | 0.9 | (1.2) |
Total | $ 16.7 | $ (1.2) |
Supplementary Financial Infor_4
Supplementary Financial Information - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash, Cash Equivalents, Restricted Cash, And Restricted Cash Equivalents [Roll Forward] | ||
Cash and cash equivalents, beginning of the year | $ 80.4 | $ 45.5 |
Restricted cash, beginning of period | 0.3 | 2 |
Restricted cash included in other assets (non-current), beginning of period | 1.5 | 0 |
Cash, cash equivalents and restricted cash, beginning of year | 82.2 | 47.5 |
Cash and cash equivalents, end of the year | 80.8 | 80.4 |
Restricted cash, end of period | 0.9 | 0.3 |
Restricted cash included in other assets (non-current), end of period | 0.6 | 1.5 |
Cash, cash equivalents and restricted cash, end of year | 82.3 | 82.2 |
Total cash, cash equivalents and restricted cash | 82.3 | 82.2 |
Supplemental cash flow information: | ||
Cash paid for interest | 49 | 42.5 |
Cash paid for taxes, net of refunds | 6.7 | 5.9 |
Non-cash investing and financing activities: | ||
Unsecured note issued in connection with purchase of preferred stock and payment of dividends | 35.1 | 0 |
Accrued interest, exit fees and other fees capitalized into principal debt | 1.3 | 17.5 |
Property, plant and equipment included in accounts payable or accrued expenses | 0.9 | 0.4 |
Issuance of preferred stock | $ 0 | $ 0.9 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 28, 2024 | Mar. 05, 2024 | Feb. 23, 2024 |
Subsequent Event | Series C Preferred Stock | |||
Subsequent Event [Line Items] | |||
Preferred stock, par value (in usd per share) | $ 0.001 | ||
Innovate Corp | Related Party | Subsequent Event | Lancer Capital | |||
Subsequent Event [Line Items] | |||
Percentage of proxy and voting rights from minority holders | 29.10% | ||
Maximum | Subsequent Event | |||
Subsequent Event [Line Items] | |||
NYSE limitation on stock issuance, percent of outstanding stock | 1% | ||
Forecast | Rights Offering For Existing Shareholders | |||
Subsequent Event [Line Items] | |||
Consideration to be received on sale of stock | $ 25 | $ 19 | |
Sale of stock (in USD per share) | $ 1,000 | $ 0.70 | |
Forecast | Private Placement | Lancer Capital | Preferred stock and fixed maturities | |||
Subsequent Event [Line Items] | |||
Issuance of preferred stock in private placement | $ 16 |