Organization and Business | ORGANIZATION AND BUSINESS On April 9, 2014, we changed our name from PTGi Holding, Inc. to HC2 Holdings, Inc. (“HC2” and, together with its subsidiaries, the “Company”, “we” and “our”). The name change was effected pursuant to Section 253 of the General Corporation Law of the State of Delaware by the merger of our wholly owned subsidiary, HC2 Name Change, Inc., into us. In connection with the name change, we changed the ticker symbol of our common stock from “PTGI” to “HCHC”. On May 29, 2014 , the Company completed the acquisition of 2.5 million shares of common stock of Schuff International, Inc. (“Schuff”), a steel fabrication and erection company, and negotiated an agreement to purchase an additional 198,411 shares, representing an approximately 65% interest in Schuff. The aggregate consideration for the shares of Schuff acquired was approximately $85 million , which was funded using the net proceeds from (i) the issuance of $30 million of Series A Convertible Participating Preferred Stock of HC2 (the “Preferred Stock”) and $6 million of common stock of HC2, and (ii) the entry into a senior secured credit facility providing for an eighteen month term loan of $80 million , each of which was also completed on May 29, 2014. Schuff repurchased a portion of its outstanding common stock in June 2014 , which had the effect of increasing the Company’s ownership interest to 70% . Schuff and its wholly-owned subsidiaries are primarily steel fabrication and erection contractors with headquarters in Phoenix, Arizona and operations in Arizona, Florida, Georgia, Texas, Kansas and California. Schuff’s construction projects are primarily in the aforementioned states. In addition, Schuff has construction projects in select international markets, primarily Panama. Schuff has a 49% interest in Schuff Hopsa Engineering, Inc. (“SHE”), a Panamanian joint venture with Empresas Hopsa, S.A., that provides steel fabrication services. Schuff controls the operations of SHE, as provided in the operating agreement. Therefore, the assets, liabilities, revenues and expenses of SHE are included in the consolidated financial statements of Schuff. Empresas Hopsa, S.A.’s 51% interest in SHE is presented as a non-controlling interest component of total equity. We have historically operated a network of direct routes and provided premium voice communication services for national telecom operators, mobile operators, wholesale carriers, prepaid operators, Voice over Internet Protocol (“VoIP”) service operators and Internet service providers (“ISPs”). The Company has provided telecommunications services from its North America Telecom and International Carrier Services (“ICS”) business units. In the second quarter of 2013 , the Company entered into a definitive purchase agreement to sell its North America Telecom business and sought shareholder approval of such transaction. On July 31, 2013, the Company completed the initial closing of the sale of substantially all of its North America Telecom business. The sale of PTI was also contemplated as part of this transaction, and subject to regulatory approval. On July 31, 2014, having received the necessary regulatory approvals for PTI, we completed the divestiture of the remainder of our North America Telecom business. See Note 19—“Subsequent Events.” During 2013 , we also provided certain growth services through our BLACKIRON Data business unit, which operated our pure data center operations in Canada. On April 17, 2013, we consummated the divestiture of BLACKIRON Data. The Company currently has three reportable operating segments based on management’s organization of the enterprise—Telecommunications which includes ICS, Life Sciences which includes Genovel Orthopedics, Inc. (“Genovel”) involved with the development of products to treat early osteoarthritis of the knee, and Manufacturing which includes Schuff. HC2 was formed as a corporation under the laws of Delaware in 1994 and operates as a holding company of operating subsidiaries primarily in the United States and the United Kingdom. Restatement of Consolidated Financial Statements On February 21, 2016, the Company determined that it needed to restate previously reported financial statements for the year ended December 31, 2014 and the fiscal quarters ended June 30, 2014, September 30, 2014, March 31, 2015, June 30, 2015 and September 30, 2015 to correct errors resulting from material weaknesses that the Company identified in its internal control over accounting for income taxes, valuation of a business acquisition and the application of generally accepted accounting principles (GAAP) to complex and/or non-routine transactions. In particular, the Company is restating its Condensed Consolidated Financial Statements for the three and six months ended June 30, 2014 to correct the improper recording of items related to the purchase of Schuff International, Inc. ("Schuff") as separate transactions. In addition, we determined we incorrectly valued our share-based compensation expense for the three and six months ended June 30, 2014. Options were entitled to be received between May and September of 2014, but which were actually issued on October 28, 2014. The Company incorrectly recorded the fair value of the options using the October 28th issuance date rather than the earlier measurement date under US GAAP. Further, the Company corrected the Condensed Consolidated Statement of Cash Flows to reclassify funds released from escrow which related to the sale of business units from operating activities to investing activities. As a result of the errors described above, the Company concluded that the financial statements for the three and six months ended June 30, 2014 were materially misstated. The condensed consolidated statement of operations, condensed consolidated balance sheets, consolidated statement of stockholders' equity and consolidated statement of cash flows, as well as the corresponding Notes to the Condensed Consolidated Financial Statements, have been restated to reflect the correction of the aforementioned errors. The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the quarter ended June 30, 2014: HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 As Reported Adjustments As Restated As Reported Adjustments As Restated NET REVENUE $ 96,586 $ — $ 96,586 $ 139,940 $ — $ 139,940 OPERATING EXPENSES Cost of revenue 82,860 — 82,860 123,967 — 123,967 Selling, general and administrative 14,032 (536 ) 13,496 20,236 (536 ) 19,700 Depreciation and amortization 344 — 344 554 — 554 (Gain) loss on sale or disposal of assets 447 (445 ) 2 367 (445 ) (78 ) Total operating expenses 97,683 (981 ) 96,702 145,124 (981 ) 144,143 LOSS FROM OPERATIONS (1,097 ) 981 (116 ) (5,184 ) 981 (4,203 ) INTEREST EXPENSE (1,012 ) — (1,012 ) (1,013 ) — (1,013 ) ACCRETION ON DEBT DISCOUNT (576 ) — (576 ) (576 ) — (576 ) GAIN FROM CONTINGENT VALUE RIGHTS VALUATION — — — — — — INTEREST INCOME AND OTHER EXPENSE, net 1,665 (1,121 ) 544 1,616 (1,121 ) 495 FOREIGN CURRENCY TRANSACTION GAIN (LOSS) 437 — 437 403 — 403 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (583 ) (140 ) (723 ) (4,754 ) (140 ) (4,894 ) INCOME TAX EXPENSE (1,946 ) (208 ) (2,154 ) (1,955 ) (208 ) (2,163 ) INCOME (LOSS) FROM CONTINUING OPERATIONS (2,529 ) (348 ) (2,877 ) (6,709 ) (348 ) (7,057 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax 27 — 27 44 — 44 GAIN (LOSS) FROM SALE OF DISCONTINUED OPERATIONS, net of tax — — — (784 ) — (784 ) NET INCOME (LOSS) (2,502 ) (348 ) (2,850 ) (7,449 ) (348 ) (7,797 ) Less: Net (income) loss attributable to noncontrolling interest (1,059 ) — (1,059 ) (1,059 ) — (1,059 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. (3,561 ) (348 ) (3,909 ) (8,508 ) (348 ) (8,856 ) Less: Preferred stock dividends and accretion 200 — 200 200 — 200 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK AND PARTICIPATING PREFERRED STOCKHOLDERS $ (3,761 ) $ (348 ) $ (4,109 ) $ (8,708 ) $ (348 ) $ (9,056 ) BASIC INCOME (LOSS) PER COMMON SHARE: Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.02 ) $ (0.24 ) $ (0.50 ) $ (0.02 ) $ (0.52 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations — — — (0.05 ) — (0.05 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (0.22 ) $ (0.02 ) $ (0.24 ) $ (0.55 ) $ (0.02 ) $ (0.57 ) DILUTED INCOME (LOSS) PER COMMON SHARE: Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.02 ) $ (0.24 ) $ (0.50 ) $ (0.02 ) $ (0.52 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations — — — (0.05 ) — (0.05 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (0.22 ) $ (0.02 ) $ (0.24 ) $ (0.55 ) $ (0.02 ) $ (0.57 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 16,905 — 16,905 15,780 — 15,780 Diluted 16,905 — 16,905 15,780 — 15,780 AMOUNTS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF HC2 HOLDINGS, INC. Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (3,788 ) $ (348 ) $ (4,136 ) $ (7,968 ) $ (348 ) $ (8,316 ) Income (loss) from discontinued operations 27 — 27 44 — 44 Gain (loss) from sale of discontinued operations — — — (784 ) — (784 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (3,761 ) $ (348 ) $ (4,109 ) $ (8,708 ) $ (348 ) $ (9,056 ) HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 As Reported Adjustments As Restated As Reported Adjustments As Restated NET INCOME (LOSS) $ (2,502 ) $ (348 ) $ (2,850 ) $ (7,449 ) $ (348 ) $ (7,797 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment 238 — 238 (136 ) — (136 ) Less: Comprehensive (income) attributable to the noncontrolling interest (1,059 ) — (1,059 ) (1,059 ) — (1,059 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (3,323 ) $ (348 ) $ (3,671 ) $ (8,644 ) $ (348 ) $ (8,992 ) HC2 HOLDING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of June 30, 2014 As Reported Adjustments As Restated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 40,831 $ — $ 40,831 Investments 757 — 757 Accounts receivable (net of allowance for doubtful accounts receivable of $2,089 and $2,476 at June 30, 2014 and December 31, 2013, respectively) 138,043 — 138,043 Costs and recognized earnings in excess of billings on uncompleted contracts 25,737 — 25,737 Inventories 16,990 — 16,990 Prepaid expenses and other current assets 37,826 (208 ) 37,618 Assets held for sale 9,251 — 9,251 Total current assets 269,435 (208 ) 269,227 PROPERTY, PLANT AND EQUIPMENT – Net 83,226 445 83,671 GOODWILL 27,911 79 27,990 OTHER INTANGIBLE ASSETS – Net 4,615 — 4,615 OTHER ASSETS 6,568 — 6,568 TOTAL ASSETS $ 391,755 $ 316 $ 392,071 LIABILITIES, TEMPORARY AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 51,247 $ — $ 51,247 Accrued interconnection costs 9,815 — 9,815 Accrued payroll and employee benefits 13,366 — 13,366 Accrued expenses and other current liabilities 17,715 — 17,715 Billings in excess of costs and recognized earnings on uncompleted contracts 58,218 — 58,218 Accrued income taxes — — — Accrued interest 712 — 712 Current portion of long-term debt 36,781 — 36,781 Liabilities held for sale 4,259 — 4,259 Total current liabilities 192,113 — 192,113 LONG-TERM DEBT 49,170 — 49,170 DEFERRED TAX LIABILITY 7,799 — 7,799 OTHER LIABILITIES 1,028 — 1,028 Total liabilities 250,110 — 250,110 COMMITMENTS AND CONTINGENCIES (See Note 10) TEMPORARY EQUITY (See Note 13) Preferred stock, $0.001 par value – 20,000,000 shares authorized; 30,000 and 0 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively 29,075 — 29,075 Total temporary equity 29,075 — 29,075 STOCKHOLDERS’ EQUITY: Common stock, $0.001 par value – 80,000,000 shares authorized; 20,543,595 and 14,257,545 shares issued and 20,511,969 and 14,225,919 shares outstanding at June 30, 2014 and December 31, 2013, respectively 21 — 21 Additional paid-in capital 119,724 664 120,388 Retained earnings (accumulated deficit) (38,281 ) (348 ) (38,629 ) Treasury stock, at cost – 31,626 shares at June 30, 2014 and December 31, 2013, respectively (378 ) — (378 ) Accumulated other comprehensive loss (14,188 ) — (14,188 ) Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest 66,898 316 67,214 Non-controlling interest 45,672 — 45,672 Total permanent equity 112,570 316 112,886 TOTAL LIABILITIES, TEMPORARY AND STOCKHOLDERS’ EQUITY $ 391,755 $ 316 $ 392,071 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands) As of June 30, 2014 As Reported Adjustments As Restated Common Stock $ 21 $ — $ 21 Additional Paid-In Capital 119,724 664 120,388 Treasury Stock (378 ) — (378 ) Earnings (Accumulated Deficit) (38,281 ) (348 ) (38,629 ) Accumulated Other Comprehensive Income (Loss) (14,188 ) — (14,188 ) Noncontrolling Interest 45,672 — 45,672 Total Stockholders' Equity $ 112,570 $ 316 $ 112,886 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Six Months Ended June 30, 2014 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (7,449 ) $ (348 ) $ (7,797 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts receivable (198 ) — (198 ) Share-based compensation expense 1,006 664 1,670 Depreciation and amortization 1,038 — 1,038 Amortization of deferred financing costs 262 — 262 (Gain) loss on sale or disposal of assets 1,760 (445 ) 1,315 (Gain) loss on sale of investments (437 ) — (437 ) Accretion of debt discount 576 — 576 Change in fair value of Contingent Value Rights — — — Deferred income taxes 1 208 209 Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt (125 ) — (125 ) Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable 11,936 — 11,936 (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts 1,389 — 1,389 (Increase) decrease in inventories (2,503 ) — (2,503 ) (Increase) decrease in prepaid expenses and other current assets 6,241 (2,079 ) 4,162 (Increase) decrease in other assets 929 — 929 Increase (decrease) in accounts payable 6,304 — 6,304 Increase (decrease) in accrued interconnection costs (2,896 ) — (2,896 ) Increase (decrease) in accrued payroll and employee benefits 728 (1,200 ) (472 ) Increase (decrease) in accrued expenses, other current liabilities and other liabilities, net (1,069 ) — (1,069 ) Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts (7,766 ) — (7,766 ) Increase (decrease) in accrued income taxes (1,291 ) — (1,291 ) Increase (decrease) in accrued interest 634 — 634 Net cash provided by (used in) operating activities 9,070 (3,200 ) 5,870 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (663 ) — (663 ) Sale of property and equipment and other assets 80 — 80 Sale of investments, net 423 — 423 Cash from disposition of business, net of cash disposed — 3,200 3,200 Cash paid for business acquisitions, net of cash acquired (85,627 ) — (85,627 ) Purchase of noncontrolling interest (5,000 ) — (5,000 ) Decrease in restricted cash — — — Net cash (used in) provided by investing activities (90,787 ) 3,200 (87,587 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term obligations 123,412 — 123,412 Principal payments on long-term obligations (57,703 ) — (57,703 ) Payment of fees on restructuring of debt (812 ) — (812 ) Proceeds from sale of common stock, net 6,000 — 6,000 Proceeds from sale of preferred stock, net 29,075 — 29,075 Proceeds from the exercise of warrants and stock options 14,368 — 14,368 Payment of dividend equivalents (551 ) — (551 ) Taxes paid in lieu of shares issued for share-based compensation (41 ) — (41 ) Net cash provided by (used) in financing activities 113,748 — 113,748 EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (197 ) (197 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 31,834 — 31,834 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,997 — 8,997 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 40,831 $ — $ 40,831 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 194 $ — $ 194 Cash paid for taxes $ 2,311 $ — $ 2,311 Non-cash investing and financing activities: Capital lease additions $ — $ — $ — |