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Debt Obligations
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt Obligations
11. Debt Obligations

Debt obligations, including finance lease obligations, consisted of the following (in millions):
June 30,
2025		December 31, 2024
Infrastructure
SOFR plus 3.00% Line of Credit
$30.0 $— 
SOFR plus 3.00% Term Loan
85.0 — 
PRIME minus 0.75% Line of Credit
— 45.0 
3.25% Term Loan
— 74.6 
PRIME minus 0.75% Term Loan
— 24.5 
Obligations under finance leases0.2 0.6 
Total Infrastructure$115.2 $144.7 
Spectrum
8.50% Note
$19.3 $19.3 
11.45% Notes
50.4 50.4 
Total Spectrum$69.7 $69.7 
Life Sciences
20.00% Notes
$26.5 24.0 
Total Life Sciences$26.5 $24.0 
Non-Operating Corporate
   8.50% Senior Secured Notes
$330.0 $330.0 
7.50% Convertible Senior Notes
48.9 48.9 
SOFR plus 5.75% Line of Credit
20.0 20.0 
CGIC Unsecured Note
31.0 31.0 
Total Non-Operating Corporate$429.9 $429.9 
Total outstanding principal$641.3 $668.3 
Unamortized issuance discount, issuance premium, and deferred financing costs(3.7)(5.5)
Less: current portion of debt obligations
(477.5)(162.2)
Debt obligations, net of current portion
$160.1 $500.6 

Subsequent to quarter end, on August 4, 2025, the Company closed a series of indebtedness refinancing transactions that will extend certain of the Company’s debt maturities. The refinancing transactions include (i) the initial closing of an exchange offer and consent solicitation with respect to the Company’s senior secured notes, (ii) privately negotiated exchanges of certain of the Company’s convertible senior notes, (iii) amendment and extension of the Company’s 2020 revolving credit agreement, (iv) amendment and extension of the Company’s CGIC note, as well as the exchange of a portion of the Company’s preferred stock held by CGIC in exchange for increasing the principal amount of that note, (v) amendment and extension of the Spectrum debt and (vi) amendment and extension of the R2 Technologies debt. Refer to Note 21. Subsequent Events for additional information.
As of June 30, 2025, estimated future aggregate finance lease and debt payments, including interest, were as follows (in millions):

Finance LeasesDebtTotal
2025 (remaining period) (1)(2)
$0.1 $169.7 $169.8 
2026 (2)
0.1 429.6 429.7 
2027 (2)
— 14.1 14.1 
2028— 13.1 13.1 
2029— 13.1 13.1 
Thereafter— 90.9 90.9 
Total minimum principal and interest payments
0.2 730.5 730.7 
Less: Amount representing interest (1)
— (89.4)(89.4)
Total aggregate finance lease and debt payments $0.2 $641.1 $641.3 
(1) Excludes exit fees for Spectrum and R2 Technologies.
(2) Excludes changes in certain maturities and additional estimated interest payments resulting from the extensions and refinancing subsequent to June 30, 2025, of the Non-Operating Corporate debt, the Spectrum debt, and the Life Sciences debt.

The interest rates on finance leases ranged from approximately 3.0% to 6.8%.

Infrastructure

On May 20, 2025, DBMG entered into an Amended and Restated Credit agreement (the "DBMG Credit Agreement"), with the lenders which are party thereto from time to time (each a “Lender” and collectively the “Lenders”) and UMB BANK, N.A. ("UMB"). The DBMG Credit Agreement provides DBMG with senior secured debt financing in an amount up to $220.0 million in the aggregate, consisting of (i) a senior secured revolving credit facility (the “DBMG Revolving Facility”) in an aggregate amount of $135.0 million and (ii) a senior secured term loan facility in the amount of $85.0 million. The DBMG Credit Agreement also contains an accordion feature to increase the allowable size of the DBMG Revolving Facility by an additional $50.0 million. The DBMG Credit Facility will mature on May 20, 2030. DBMG entered into the DBMG Revolving Facility to fully repay DBMG’s existing debt obligations and provide additional working capital capacity.

On May 20, 2025, concurrently with DBMG’s entry into the new DBMG Credit Agreement, DBMG terminated its prior Credit Agreement, dated as of May 27, 2021 and as amended by the First Amendment to Credit Agreement, dated August 2, 2022, the Second Amendment to Credit Agreement, dated December 12, 2023, and the Third Amendment to Credit Agreement, dated June 28, 2024 (as amended, the “Prior DBMG Credit Agreement”). DBMG used a portion of the proceeds of the new DBMG Credit Agreement to refinance the indebtedness under the Prior DBMG Credit Agreement, and thereafter terminated the Prior DBMG Credit Agreement. The maturity dates of the revolving line and term loans under the Prior DBMG Credit Agreement were August 15, 2025, and May 31, 2026, respectively.

Borrowings under the new DBMG Credit Facility bear interest at a rate per annum equal to a SOFR Rate plus a variable spread based on a Senior Funded Indebtedness to EBITDA Ratio as defined in the agreement with an interest rate floor of 4.25% per annum.

The obligations of the Borrowers under the new Credit Agreement are guaranteed by certain domestic subsidiaries of DBMG. As security for the Borrowers’ obligations under the Credit Agreement, (i) DBMG and its domestic subsidiaries have granted a first priority lien on substantially all their tangible and intangible personal property, including, without limitation, accounts receivable, equipment and the equity interests of certain of DBMG’s direct and indirect subsidiaries, and (ii) certain of the domestic subsidiaries of DBMG have granted a first priority lien on ten parcels of real estate owned by such subsidiaries.

The Credit Agreement contains usual and customary restrictive and financial covenants related to debt levels and performance, including a Fixed Charge Coverage Ratio; and a Senior Funded Indebtedness to EBITDA Ratio, both as defined in the DBM Credit Agreement.

Due to multiple lenders being party to the new DBMG Credit Agreement, the May 20, 2025 transactions were determined to be either an extinguishment or modification under ASC 470-50, Debt - Modifications and Extinguishments ("ASC 470-50") or the incurrence of new debt, depending on the specific lender. For the portions of the debt classified as extinguishments, losses on extinguishment totaling $0.3 million, were included within Other (expense) income, net on the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2025. For the debt portions classified as modifications or new debt, new incremental deferred financing fees totaling $1.7 million were capitalized as original issue discounts and included in the carrying amount of the debt in the Condensed Consolidated Balance Sheet and $0.1 million in fees paid to third parties were expensed. Capitalized fees are amortized over the remaining life of the debt under the effective interest rate method and are included in interest expense.

DBMG had availability for revolving loans of $104.9 million and $89.9 million, as of June 30, 2025 and December 31, 2024, respectively. Interest is paid monthly on DBMG's revolving loans, and the effective interest rate on DBMG's revolving loans was 7.60% and 6.98%, as of June 30, 2025 and December 31, 2024, respectively. The new DBMG Revolving Facility has an unused commitment fee of 0.50% per annum times the average daily unused availability under the line, whereas under the Prior DBMG Credit Agreement, the commitment fee was equal to 0.25% per annum times the average daily unused availability under the line.
Principal payments and interest on DBMG's term loans are paid monthly, and the effective interest rate was 8.16% as of June 30, 2025. Prior to the new DBMG Credit Agreement, DBMG had two term loans under the Prior DBMG Credit Agreement. As of December 31, 2024, the $74.6 million term loan bore interest at an annual rate of 3.25% with an effective interest rate of 3.3%. As of December 31, 2024, the $24.5 million term loan bore interest at PRIME minus 0.75%, at the same rate as the prior revolving loans.

DBMG is in compliance with its debt covenants as of June 30, 2025.

Spectrum

As of June 30, 2025, the maturity date of Spectrum's 8.50% and 11.45% Notes was August 15, 2025, as amended in November 2023. As a result of amendments to extend the maturity date during the year ended December 31, 2023, additional exit fees of $8.3 million were incurred. The exit fees associated with the notes, which are payable on the earlier of maturity or repayment of the principal, were recorded as original issue discount and are being amortized over the remaining life of the notes, which is assumed to be the maturity date. A corresponding liability for the total exit fees of $15.9 million is reflected within Accrued liabilities in the Condensed Consolidated Balance Sheets as of both June 30, 2025 and December 31, 2024. Interest is capitalized and payable upon maturity of the notes, of which there was $24.2 million and $20.5 million of accrued but unpaid interest as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025 and December 31, 2024, the weighted-average effective interest rate on the notes, as amended, was 22.9% and 22.8% per annum, respectively.

During November 2023, concurrently with Broadcasting's execution of the Ninth Amendment to Secured Notes, which among other things extended the maturity of the notes, INNOVATE entered into a related side letter with the lenders, whereby INNOVATE agreed to utilize proceeds from a 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 $2.0 million fee is payable for payments made after November 9, 2024, and in exchange for the additional $2.0 million fee, the institutional investors will return their equity interests in HC2 Broadcasting Holdings, Inc. and their equity interests in DTV. The lenders hold warrants to purchase 145,825 shares of common stock of HC2 Broadcasting Holdings, Inc., which can be exercised at any time until August 2027 at an exercise price of $0.01 per share.

Life Sciences

Effective January 31, 2024, a 20% note was entered into with Lancer Capital, which replaced the prior 20% note. The new note had an aggregate original principal amount of $20.0 million, which was comprised of all prior outstanding principal amounts of $17.4 million and unpaid accrued interest of $2.6 million which was capitalized into the new principal balance. The 20% $20.0 million note also included an exit fee, which would be 10.5% of the principal amount being repaid as of April 30, 2024. As a result of the addition of the exit fee effective January 31, 2024, the transaction was determined to be an extinguishment of debt under ASC 470-50, Debt - Modifications and Extinguishments ("ASC 470-50"), and the $2.2 million exit fee payable to the existing lender was included as a loss on debt extinguishment within Other (expense) income, net on the Condensed Consolidated Statement of Operations for the six months ended June 30, 2024. The original maturity date of the 20% $20.0 million note was April 30, 2024, or within five business days of the date on which R2 Technologies receives an aggregate $20.0 million from the consummation of a debt or equity financing or has a change in control, as defined in the agreement, with an optional prepayment of the entire then-outstanding and unpaid principal and accrued interest upon five-days written notice to Lancer Capital. Effective May 17, 2024, the maturity date of the note was extended to December 31, 2024, and the exit fees were amended. The May 17, 2024, amendment was determined to be a modification of debt under ASC 470-50, as the terms of the debt were not determined to be substantially different, including taking into consideration the ability to prepay the debt at anytime, and, therefore, the additional exit fees were amortized using the effective interest method.

During the first quarter of 2025, with an effective date of December 31, 2024, the maturity date of the note was extended to August 1, 2025, and another additional exit fee of $1.0 million was incurred under the amendment, which continues to increase by $1.0 million each month until maturity. The base exit fee, as amended, and as of June 30, 2025, was equal to 12.92% of the principal amount being repaid and continues to increase by 0.17% each month until maturity. The total new exit fees associated with the notes have been recorded as an original issue discount of $8.7 million and are being amortized over the remaining life of the note, which is assumed to be the maturity date. A corresponding liability for the new exit fees of $8.7 million was recorded for total accrued exit fees of $16.5 million which are included within Accrued liabilities in the Condensed Consolidated Balance Sheet as of June 30, 2025. The exit fees are payable on the earliest of the maturity date, the date of the acceleration of the principal amount of the note for any reason or, if any portion of the note is prepaid at any time, the date of such prepayment of the note. In addition, under the recent amendment, a new $5.0 million default fee will be payable on August 1, 2025, in the event all obligations under the note, including principal, any accrued and unpaid interest, and exit fees, are not repaid in full prior to the August 1, 2025, maturity date. The $5.0 million default fee will only be recognized in the event of a default on August 1, 2025. Subsequent to June 30, 2025, the note was further amended. Refer to Note 21. Subsequent Events for additional information.

The amendment during the first quarter of 2025, which was effective as of December 31, 2024, was determined to be a modification of debt under ASC 470-50, as the terms of the debt were not determined to be substantially different, including taking into consideration the ability to prepay the debt at anytime, and, therefore, the additional exit fees are being amortized over the term of the note using the effective interest rate method and are included in interest expense.
Interest on the note, as amended, is payable monthly in arrears, in cash or, if not paid in cash, accrued and unpaid interest is capitalized monthly into the principal balance. Interest expense, including amortization of all exit fees, related to the note with Lancer Capital was $5.2 million and $1.0 million for the three months ended June 30, 2025 and 2024, respectively, and was $9.7 million and $1.9 million for the six months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025, in accordance with the 20% note agreement, $2.5 million of interest was capitalized into the principal balance.

As of June 30, 2025, the total carrying amount relating to the note was $41.6 million, inclusive of $26.5 million of principal and capitalized interest, partially offset by $1.4 million of unamortized original issue discount, which are included within the Current portion of debt obligations in the Condensed Consolidated Balance Sheet, and $16.5 million in total accrued exit fees which are included within Accrued liabilities in the Condensed Consolidated Balance Sheet. As of December 31, 2024, the total outstanding amount relating to the note was $31.9 million, inclusive of $24.0 million of principal and capitalized interest, which total was included within Current portion of debt obligations in the Condensed Consolidated Balance Sheet, and $7.9 million in total accrued exit fees which were included within Accrued liabilities in the Condensed Consolidated Balance Sheet. As of June 30, 2025 and December 31, 2024, the effective interest rate on the note, as amended, was 51.3% and 57.8%, respectively.

Non-Operating Corporate

Subsequent to quarter end, on August 4, 2025, the Company closed a series of indebtedness refinancing transactions that will extend certain of the Company’s debt maturities. Refer to Note 21. Subsequent Events for additional information.

8.50% Senior Secured Notes due 2026

The Company has $330.0 million aggregate principal amount of 8.50% senior secured notes due February 1, 2026 (the "8.50% 2026 Senior Secured Notes"), which were issued in 2021 at 100% of par. The 2026 Senior Secured Notes have a stated annual interest rate of 8.50% and have an effective interest rate of 9.3%, which reflects the initial $10.8 million of deferred financing fees, including underwriting fees. Interest is payable semi-annually in arrears on February 1st and August 1st of each year. Aggregate interest expense, including the contractual interest coupon and amortization of the deferred financing fees was $7.7 million and $7.6 million for the three months ended June 30, 2025 and 2024, respectively, and was $15.3 million and $15.2 million for the six months ended June 30, 2025 and 2024, respectively. There were $1.6 million and $2.8 million of unamortized deferred financing fees as of June 30, 2025 and December 31, 2024, respectively.

2026 Convertible Notes

The original $51.8 million aggregate principal amount 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 mature on August 1, 2026, unless earlier converted, redeemed or purchased. 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 have an effective interest rate of 3.21%, which reflects the initial $12.3 million premium and $1.1 million of deferred financing fees.

During July 2024, INNOVATE repurchased $2.9 million principal amount of its 2026 Convertible Notes at a market discount for $1.1 million, which was inclusive of accrued interest of $0.1 million. As of June 30, 2025, the 2026 Convertible Notes had a net carrying value of $51.2 million inclusive of the remaining unamortized premium of $2.6 million and unamortized deferred financing costs of $0.3 million. As of December 31, 2024, the 2026 Convertible Notes had a net carrying value of $52.3 million, inclusive of an unamortized premium of $3.8 million and unamortized deferred financing costs of $0.4 million.

Interest is payable semi-annually in arrears on February 1st and August 1st of each year. Aggregate interest expense recognized relating to both the contractual interest coupon and amortization of discount net of premium and deferred financing costs was $0.4 million and $0.5 million for the three months ended June 30, 2025 and 2024, respectively, and was $0.8 million and $0.9 million for the six months ended June 30, 2025 and 2024, respectively.

Each $1,000 of principal of the 2026 Convertible Notes is convertible into 23.6327 shares of our common stock, which is equivalent to a conversion price of approximately $42.31 per share, both as adjusted for the 2024 Reverse Stock Split and subject to further adjustment upon the occurrence of specified events. Based on the closing price of our common stock of $5.15 on June 30, 2025, the if-converted value of the 2026 Convertible Notes did not exceed its principal value.
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"). As of both June 30, 2025 and December 31, 2024, the outstanding balance was $20.0 million. The maturity date of the Revolving Line of Credit was amended on March 6, 2025, from May 16, 2025, to August 1, 2025. The Revolving Line of Credit has an interest rate margin applicable to loans borrowed under the Revolving Line of Credit of 5.75%, and the benchmark rates for the interest are SOFR-based rates. As of June 30, 2025 and December 31, 2024, the effective interest rate on the Revolving Line of Credit, as amended, was 10.3% and 10.6%, respectively. Interest is paid quarterly in arrears. 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 Line of Credit with MSD, and also includes a requirement for a prepayment if net cash proceeds from certain asset sales in excess of $10.0 million are received. 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.

CGIC Unsecured Note

The Company has a subordinated unsecured promissory note with Continental General Insurance Company ("CGIC") in the original principal amount of $35.1 million (the "CGIC Unsecured Note"). The CGIC Note, which is due February 28, 2026, bore interest at 9.0% per annum through May 8, 2024, 16.0% per annum from May 9, 2024, to May 8, 2025, and bears interest at 32.0% per annum thereafter. As of both June 30, 2025 and December 31, 2024, the effective interest rate on the note, as adjusted, was 17.5%. The CGIC Unsecured Note also requires a mandatory prepayment from the proceeds from certain asset sales and the greater of $3.0 million or 12.5% of the net proceeds from certain equity sales. As a result of the closing of the rights offering and concurrent private placement in 2024 (refer to Note 15. Equity and Temporary Equity), INNOVATE redeemed $4.1 million of the CGIC Unsecured Note on April 26, 2024. 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 three months ended June 30, 2025 and 2024, interest expense recognized relating to the CGIC Unsecured Note was $1.3 million and $1.4 million, respectively, and cash paid for interest to CGIC was $2.0 million and $0.9 million, respectively. For the six months ended June 30, 2025 and 2024, interest expense recognized relating to the CGIC Unsecured Note was $2.7 million and $3.0 million, respectively, and cash paid for interest to CGIC was $3.2 million and $1.7 million, respectively. Accrued interest related to the CGIC notes was $3.0 million and $3.4 million as of June 30, 2025, and December 31, 2024, respectively.

Covenants

INNOVATE is in compliance with its debt covenants as of June 30, 2025, other than with respect to the minimum liquidity covenant under the Secured Indenture, which requires the Company to meet certain minimum liquidity thresholds. However, the Company subsequently cured that non-compliance pursuant to the provisions of the indenture as a result of a liquidation of approximately $2.9 million in marketable securities subsequent to quarter end, and, accordingly, after giving effect to such cure the Company is in compliance with all its covenants under the Secured Indenture.