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 “Series A 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 (“May Credit Facility”), 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% . In October 2014, the final results of a tender offer for all outstanding shares of Schuff were announced and the Company accepted for purchase 733,634 shares, which had the effect of increasing the Company’s ownership interest to 89% . On October 29, 2014, we entered into an open-market transaction to increase our ownership of Schuff to 90.6% , and we intend to execute a short-form merger as soon as practicable. Such short-form merger will increase our ownership of Schuff shares to 100% . Schuff and its wholly-owned subsidiaries primarily operate as integrated fabricators and erectors of structural steel and heavy steel plates 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. On August 1, 2014 , the Company paid $15.5 million to acquire 15,500 shares of Series A Convertible Preferred Stock of American Natural Gas (“ANG”), representing an approximately 51% interest in ANG. ANG is a premier distributor of natural gas motor fuel headquartered in the Northeast that designs, builds, owns, operates and maintains compressed natural gas fueling stations for transportation. On September 22, 2014 , the Company completed the acquisition of Bridgehouse Marine Limited (“Bridgehouse”), the parent holding company of Global Marine Systems Limited (“GMSL”). The purchase price reflects an enterprise value of approximately $260 million , including assumed indebtedness, and was funded using a portion of the net proceeds from (i) the issuance of $11 million of Series A-1 Convertible Participating Preferred Stock of HC2 (the “Series A-1 Preferred Stock”) and (ii) a senior secured credit facility providing for a twelve month (subject to extension for an additional twelve months if the Company meets certain requirements set forth in the credit agreement governing the senior secured credit facility) term loan of $214 million and a delayed draw term loan of $36 million , each of which was also completed on September 22, 2014. With a portion of these proceeds, the Company paid off its May Credit Facility and its senior unsecured credit facility consisting of a term loan of $17 million entered into on September 8, 2014 for the purpose of acquiring an ownership interest in Novatel Wireless, Inc. (“September Credit Facility”). GMSL is a leading provider of engineering and underwater services on submarine cables. In conjunction with the acquisition, approximately 3% of the Company’s interest in GMSL was reserved for a group of individuals, leaving the Company’s controlling interest as of September 30, 2014 at approximately 97% . GMSL has a 65% interest in Global Cable Technology, Ltd., which manufactures jointing kits. The assets, liabilities, revenue and expenses of Global Cable Technology, Ltd. are included in the consolidated financial statements of GMSL and the 35% interest is presented as a non-controlling interest component of total equity. We have historically operated a telecommunications business including 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 Primus Telecommunications, Inc. (“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. During 2013, we also provided data center services in Canada through our BLACKIRON Data business unit. On April 17, 2013, we consummated the divestiture of BLACKIRON Data. The Company currently has five 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, Manufacturing which includes Schuff, Marine Services which includes GMSL, and Utilities which includes ANG. 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 nine months ended September 30, 2014 to correct the improper recording of items related to the following: • Proper recognition of transactions associated with Schuff International, Inc. ("Schuff") as part of purchase accounting as well as proper valuation of the ANG business acquisition resulting in goodwill. • The Company completed the acquisition of GMSL on September 22, 2014, but treated the acquisition as having closed on September 30, 2014. As a result, eight days of activity were excluded from the results of operations. The Company also identified items related to the opening balance sheet as well as conforming balance sheet reclassifications related to the purchase accounting for GMSL. • The Company incorrectly valued our share-based compensation expense for the three and nine months ended September 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. • The Company reclassified redeemable non-controlling interest from permanent equity to temporary equity. • 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 nine months ended September 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 three and nine months ended September 30, 2014: HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 As Reported Adjustments As Restated As Reported Adjustments As Restated NET REVENUE $ 179,433 $ 3,856 $ 183,289 $ 319,373 $ 3,856 $ 323,229 OPERATING EXPENSES Cost of revenue 158,639 2,856 161,495 282,606 2,856 285,462 Selling, general and administrative 20,246 3,210 23,456 40,482 2,674 43,156 Depreciation and amortization 921 — 921 1,475 — 1,475 (Gain) loss on sale or disposal of assets (448 ) 445 (3 ) (81 ) — (81 ) Asset impairment expense — — — — — — Total operating expenses 179,358 6,511 185,869 324,482 5,530 330,012 INCOME (LOSS) FROM OPERATIONS 75 (2,655 ) (2,580 ) (5,109 ) (1,674 ) (6,783 ) INTEREST EXPENSE (2,103 ) — (2,103 ) (3,116 ) — (3,116 ) AMORTIZATION OF DEBT DISCOUNT (805 ) — (805 ) (1,381 ) — (1,381 ) LOSS ON EARLY EXTINGUISHMENT OR RESTRUCTURING OF DEBT (6,947 ) — (6,947 ) (6,947 ) — (6,947 ) GAIN FROM CONTINGENT VALUE RIGHTS VALUATION — — — — — — INTEREST INCOME AND OTHER EXPENSE, net (1,092 ) 1,121 29 524 — 524 FOREIGN CURRENCY TRANSACTION GAIN (LOSS) 170 — 170 573 — 573 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND INCOME (LOSS) FROM EQUITY INVESTEES (10,702 ) (1,534 ) (12,236 ) (15,456 ) (1,674 ) (17,130 ) INCOME (LOSS) FROM EQUITY INVESTEES (288 ) (191 ) (479 ) (288 ) (191 ) (479 ) INCOME TAX (EXPENSE) BENEFIT (4,515 ) 208 (4,307 ) (6,470 ) — (6,470 ) INCOME (LOSS) FROM CONTINUING OPERATIONS (15,505 ) (1,517 ) (17,022 ) (22,214 ) (1,865 ) (24,079 ) INCOME (LOSS) FROM DISCONTINUED OPERATIONS, net of tax (106 ) — (106 ) (62 ) — (62 ) GAIN (LOSS) FROM SALE OF DISCONTINUED OPERATIONS, net of tax 663 — 663 (121 ) — (121 ) NET INCOME (LOSS) (14,948 ) (1,517 ) (16,465 ) (22,397 ) (1,865 ) (24,262 ) Less: Net (income) loss attributable to noncontrolling interest (931 ) — (931 ) (1,990 ) — (1,990 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. (15,879 ) (1,517 ) (17,396 ) (24,387 ) (1,865 ) (26,252 ) Less: Preferred stock dividends and accretion 1,004 — 1,004 1,204 — 1,204 NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK AND PARTICIPATING PREFERRED STOCKHOLDERS $ (16,883 ) $ (1,517 ) $ (18,400 ) $ (25,591 ) $ (1,865 ) $ (27,456 ) BASIC INCOME (LOSS) PER COMMON SHARE: Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (0.75 ) $ (0.07 ) $ (0.82 ) $ (1.38 ) $ (0.11 ) $ (1.49 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations 0.03 — 0.03 (0.01 ) — (0.01 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (0.72 ) $ (0.07 ) $ (0.79 ) $ (1.39 ) $ (0.11 ) $ (1.50 ) DILUTED INCOME (LOSS) PER COMMON SHARE: Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (0.75 ) $ (0.07 ) $ (0.82 ) $ (1.38 ) $ (0.11 ) $ (1.49 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations 0.03 — 0.03 (0.01 ) — (0.01 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (0.72 ) $ (0.07 ) $ (0.79 ) $ (1.39 ) $ (0.11 ) $ (1.50 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 23,372 23,372 23,372 18,348 18,348 18,348 Diluted 23,372 23,372 23,372 18,348 18,348 18,348 AMOUNTS ATTRIBUTABLE TO COMMON SHAREHOLDERS OF HC2 HOLDINGS, INC. Income (loss) from continuing operations attributable to HC2 Holdings, Inc. $ (17,440 ) $ (1,517 ) $ (18,957 ) $ (25,408 ) $ (1,865 ) $ (27,273 ) Income (loss) from discontinued operations (106 ) — (106 ) (62 ) — (62 ) Gain (loss) from sale of discontinued operations 663 — 663 (121 ) — (121 ) NET INCOME (LOSS) ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (16,883 ) $ (1,517 ) $ (18,400 ) $ (25,591 ) $ (1,865 ) $ (27,456 ) HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 As Reported Adjustments As Restated As Reported Adjustments As Restated NET INCOME (LOSS) $ (14,948 ) $ (1,517 ) $ (16,465 ) $ (22,397 ) $ (1,865 ) $ (24,262 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment (21 ) 888 867 (155 ) 888 733 Unrealized gain (loss) on available-for-sale securities (1,655 ) — (1,655 ) (1,655 ) — (1,655 ) Less: Other comprehensive (income) attributable to the noncontrolling interest $ (931 ) — (931 ) (1,990 ) — (1,990 ) COMPREHENSIVE INCOME ATTRIBUTABLE TO HC2 HOLDINGS, INC. $ (17,555 ) $ (629 ) $ (18,184 ) $ (26,197 ) $ (977 ) $ (27,174 ) HC2 HOLDING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of September 30, 2014 As Reported Adjustments As Restated ASSETS CURRENT ASSETS: Cash and cash equivalents $ 111,739 $ — $ 111,739 Short-term investments 3,253 — 3,253 Accounts receivable (net of allowance for doubtful accounts receivable of $4,639 and $2,476 at September 30, 2014 and December 31, 2013, respectively) 170,516 54 170,570 Costs and recognized earnings in excess of billings on uncompleted contracts 26,604 — 26,604 Inventories 23,894 — 23,894 Prepaid expenses and other current assets 23,693 13,222 36,915 Assets held for sale 3,865 — 3,865 Total current assets 363,564 13,276 376,840 LONG-TERM INVESTMENTS 47,350 (5,450 ) 41,900 PROPERTY, PLANT AND EQUIPMENT—Net 239,562 (4,954 ) 234,608 GOODWILL 35,513 (3,636 ) 31,877 OTHER INTANGIBLE ASSETS—Net 21,161 2,761 23,922 OTHER ASSETS 22,721 — 22,721 TOTAL ASSETS $ 729,871 $ 1,997 $ 731,868 LIABILITIES, TEMPORARY AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 55,811 — $ 55,811 Accrued interconnection costs 9,969 — 9,969 Accrued payroll and employee benefits 15,385 — 15,385 Accrued expenses and other current liabilities 49,394 8,506 57,900 Billings in excess of costs and recognized earnings on uncompleted contracts 58,403 4,700 63,103 Accrued income taxes 302 — 302 Accrued interest 578 — 578 Current portion of long-term debt 22,408 — 22,408 Liabilities held for sale — — — Total current liabilities 212,250 13,206 225,456 LONG-TERM DEBT 290,394 — 290,394 PENSION LIABILITY 46,172 187 46,359 DEFERRED TAX LIABILITY 12,363 (304 ) 12,059 OTHER LIABILITIES 1,726 (694 ) 1,032 Total liabilities 562,905 12,395 575,300 COMMITMENTS AND CONTINGENCIES (See Note 11) TEMPORARY EQUITY (See Note 14) Preferred stock, $0.001 par value—20,000,000 shares authorized; Series A—30,000 and 0 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively; Series A-1—11,000 and 0 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively 39,524 — 39,524 Redeemable non-controlling interest — 4,062 4,062 Total temporary equity 39,524 4,062 43,586 STOCKHOLDERS’ EQUITY: Common stock, $0.001 par value—80,000,000 shares authorized; 23,689,816 and 14,257,545 shares issued and 23,658,190 and 14,225,919 shares outstanding at September 30, 2014 and December 31, 2013, respectively 24 — 24 Additional paid-in capital 134,748 (3,276 ) 131,472 Retained earnings (accumulated deficit) (54,160 ) (1,865 ) (56,025 ) Treasury stock, at cost—31,626 shares at September 30, 2014 and December 31, 2013, respectively (378 ) — (378 ) Accumulated other comprehensive loss (15,862 ) 888 (14,974 ) Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest 64,372 (4,253 ) 60,119 Non-controlling interest 63,070 (10,207 ) 52,863 Total permanent equity 127,442 (14,460 ) 112,982 TOTAL LIABILITIES, TEMPORARY AND STOCKHOLDERS’ EQUITY $ 729,871 $ 1,997 $ 731,868 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands) As of September 30, 2014 As Reported Adjustments As Restated Common Stock $ 24 $ — $ 24 Additional Paid-In Capital 134,748 (3,276 ) 131,472 Treasury Stock (378 ) — (378 ) Earnings (Accumulated Deficit) (54,160 ) (1,865 ) (56,025 ) Accumulated Other Comprehensive Income (Loss) (15,862 ) 888 (14,974 ) Noncontrolling Interest 63,070 (10,207 ) 52,863 Total Stockholders' Equity $ 127,442 $ (14,460 ) $ 112,982 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2014 As Reported Adjustments As Restated CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (22,397 ) $ (1,865 ) $ (24,262 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts receivable (114 ) — (114 ) Share-based compensation expense 1,725 1,142 2,867 Depreciation and amortization 4,071 — 4,071 Amortization of deferred financing costs 288 — 288 (Gain) loss on sale or disposal of assets 635 — 635 (Gain) loss on sale of investments (437 ) — (437 ) Equity investment (income)/loss 288 191 479 Impairment of goodwill and long-lived assets — — — Amortization of debt discount 1,381 — 1,381 Loss on early extinguishment or restructuring of debt 6,947 — 6,947 Change in fair value of Contingent Value Rights — — — Deferred income taxes 1 — 1 Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt 57 — 57 Other — 1,307 1,307 Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable 6,037 (3,856 ) 2,181 (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts 522 — 522 (Increase) decrease in inventories (1,984 ) — (1,984 ) (Increase) decrease in prepaid expenses and other current assets 25,539 (22,700 ) 2,839 (Increase) decrease in other assets 1,558 — 1,558 Increase (decrease) in accounts payable 1,751 225 1,976 Increase (decrease) in accrued interconnection costs (2,618 ) — (2,618 ) Increase (decrease) in accrued payroll and employee benefits 3,055 — 3,055 Increase (decrease) in accrued expenses, other current liabilities and other liabilities, net (5,156 ) 2,856 (2,300 ) Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts (7,695 ) — (7,695 ) Increase (decrease) in accrued income taxes (2,198 ) — (2,198 ) Increase (decrease) in accrued interest 502 — 502 Net cash provided by (used in) operating activities 11,758 (22,700 ) (10,942 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property, plant and equipment (4,064 ) — (4,064 ) Sale of property and equipment and other assets 3,696 — 3,696 Purchase of investments (18,640 ) — (18,640 ) Investment in debt security (250 ) — (250 ) Sale of investments 1,135 — 1,135 Cash from disposition of business, net of cash disposed — 25,700 25,700 Cash paid for business acquisitions, net of cash acquired (163,510 ) (3,000 ) (166,510 ) Purchase of noncontrolling interest (6,978 ) — (6,978 ) Contribution by noncontrolling interest 15,500 — 15,500 Decrease in restricted cash — — — Net cash (used in) provided by investing activities (173,111 ) 22,700 (150,411 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term obligations 492,068 — 492,068 Principal payments on long-term obligations (294,237 ) — (294,237 ) Payment of fees on restructuring of debt (837 ) — (837 ) Proceeds from sale of common stock, net 6,000 — 6,000 Proceeds from sale of preferred stock, net 39,765 — 39,765 Proceeds from the exercise of warrants and stock options 24,344 — 24,344 Payment of dividend equivalents — — — Payment of dividends (750 ) — (750 ) Taxes paid in lieu of shares issued for share-based compensation (41 ) — (41 ) Net cash provided by (used) in financing activities 266,312 — 266,312 EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (2,217 ) — (2,217 ) NET CHANGE IN CASH AND CASH EQUIVALENTS 102,742 — 102,742 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 8,997 — 8,997 CASH AND CASH EQUIVALENTS, END OF PERIOD $ 111,739 $ — $ 111,739 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 2,388 $ — $ 2,388 Cash paid for taxes $ 7,761 $ — $ 7,761 Non-cash investing and financing activities: Capital lease additions $ — $ — $ — |