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, floating interest rate term loan of $80 million (the “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% . During the fourth quarter, the final results of a tender offer for all outstanding shares of Schuff were announced and various open-market purchases were made, which resulted in the acquisition of 809,043 shares and an increase in our ownership interest to 91% . We intend to execute a short-form merger, which 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, 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 noncontrolling 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, acquires, 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, floating interest rate term loan of $214 million and a delayed draw term loan of $36 million (the “September Credit Facility”), each of which was also completed on September 22, 2014. The September Credit Facility was subsequently repaid using the proceeds from HC2’s issuance of its 11% Notes discussed below under Note 9—“Long-Term Obligations”. With a portion of the proceeds from the September Credit Facility, 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 (the “Novatel Acquisition Term Loan”) for the purpose of acquiring an ownership interest in Novatel Wireless, Inc. 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 purchased by a group of individuals, leaving the Company’s controlling interest as of December 31, 2014 at approximately 97% . 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 service 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 the sale of PTI, we completed the divestiture of the remainder of our North America Telecom business. In our Life Sciences segment, we operate Pansend, LLC (“Pansend”), which has an 80% interest in Genovel Orthopedics, Inc., which seeks to develop products to treat early osteoarthritis of the knee, and a 61% interest in GemDerm Aesthetics, Inc., which develops skin lightening technology. Additionally, we acquired a 100% ownership interest in DMi, Inc. (“DMi”) which owns licenses to create and distribute NASCAR ® video games. 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. During 2012, we sold our Australian segment. The Company currently has six reportable operating segments based on management’s organization of the enterprise—Manufacturing (Schuff), Marine Services (GMSL), Utilities (ANG), Telecommunications (ICS), Life Sciences and Other, which includes operations that do not meet the separately reportable segment thresholds. 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 In connection with the preparation of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, management identified a material weakness in our internal controls over the accounting for income taxes, including the income tax provision and related tax assets and liabilities. Specifically, management determined that the Company did not have the technical knowledge nor management review controls to ensure the completeness and accuracy of the data used in the computation of income tax expense, taxes payable or receivable and deferred tax assets and liabilities. Subsequently, management identified a material weakness in the Company’s internal controls over the valuation of a business acquisition and the application of U.S. GAAP to complex and/or non-routine transactions. In particular, the Company determined that it incorrectly accounted for the acquisition of American Natural Gas, completed on August 1, 2014 in its financial statements for the quarter ended September 30, 2014 as required by FASB Accounting Standards Codification 805. These material weaknesses resulted in errors that, when aggregated with other errors that had been waived due to immateriality in prior periods, formed the basis for the determination by the Audit Committee of our Board of Directors that our financial statements for the year ended December 31, 2014 and our Condensed Consolidated Financial Statements for the quarters ended June 30, 2014, September 30, 2014, March 31, 2015, June 30, 2015 and September 30, 2015 should be restated. In addition to the items referenced above, the restated financial statements also account for the following items: • 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. In addition, the Company subsequently 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 the share-based compensation expense. 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 amended the valuation of the ANG business acquisition which resulted in goodwill. • The Company reclassified redeemable non-controlling interest from permanent equity to temporary equity. • The Company corrected the 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. The principal effect of the aggregate adjustments required to correct these errors results in an approximate increase of the net loss as previously reported from $10 million to $12 million for the year ended December 31, 2014. The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the year ended December 31, 2014: Fiscal Year 2014 Quarter Ended, Fiscal Year Ended (in thousands) Mar. 31, 2014 June 30, 2014 Sept. 30, 2014 Dec. 31, 2014 Dec. 31, 2014 Net income (loss), as previously reported $ (4,947 ) $ (2,502 ) $ (14,948 ) $ 12,849 $ (9,548 ) Adjustments — (348 ) (1,517 ) (419 ) (2,284 ) Net income (loss), as restated $ (4,947 ) $ (2,850 ) $ (16,465 ) $ 12,430 $ (11,832 ) The following tables provide a reconciliation of the amounts previously reported to the restated amounts for the year ended December 31, 2014: HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Year Ended December 31, 2014 As Reported Adjustments As Restated Services revenue $ 193,044 $ 4,236 $ 197,280 Sales revenue 350,158 — 350,158 Net revenue 543,202 4,236 547,438 Operating expenses: Cost of revenue—services 174,956 2,856 177,812 Cost of revenue—sales 296,530 — 296,530 Selling, general and administrative 81,396 (1,157 ) 80,239 Depreciation and amortization 4,617 1,717 6,334 (Gain) loss on sale or disposal of assets (162 ) — (162 ) Asset impairment expense 291 — 291 Total operating expenses 557,628 3,416 561,044 Loss from operations (14,426 ) 820 (13,606 ) Interest expense (10,754 ) — (10,754 ) Amortization of debt discount (1,593 ) — (1,593 ) Loss on early extinguishment or restructuring of debt (11,969 ) — (11,969 ) Gain from contingent value rights valuation — — — Interest income and other expense, net 436 332 768 Foreign currency transaction gain (loss) 1,061 (1,127 ) (66 ) Loss from continuing operations before income taxes and income (loss) from equity investees (37,245 ) 25 (37,220 ) Income from equity investees 3,359 (694 ) 2,665 Income tax (expense) benefit 24,484 (1,615 ) 22,869 Loss from continuing operations (9,402 ) (2,284 ) (11,686 ) Loss from discontinued operations (25 ) — (25 ) Gain (loss) from sale of discontinued operations (121 ) — (121 ) Net income (loss) (9,548 ) (2,284 ) (11,832 ) Less: Net (income) loss attributable to noncontrolling interest (2,559 ) — (2,559 ) Net income (loss) attributable to HC2 Holdings, Inc. (12,107 ) (2,284 ) (14,391 ) Less: Preferred stock dividends and accretion 2,049 — 2,049 Net income (loss) attributable to common stock and participating preferred stockholders $ (14,156 ) $ (2,284 ) $ (16,440 ) Basic income (loss) per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.71 ) $ (0.11 ) $ (0.82 ) Loss from discontinued operations — — — Gain (loss) from sale of discontinued operations (0.01 ) — (0.01 ) Net income (loss) attributable to HC2 Holdings, Inc. $ (0.72 ) $ (0.11 ) $ (0.83 ) Diluted income (loss) per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.71 ) $ (0.11 ) $ (0.82 ) Loss from discontinued operations — — — Gain (loss) from sale of discontinued operations (0.01 ) — (0.01 ) Net income (loss) attributable to HC2 Holdings, Inc. $ (0.72 ) $ (0.11 ) $ (0.83 ) Weighted average common shares outstanding: Basic 19,729 19,729 19,729 Diluted 19,729 19,729 19,729 Dividends declared per basic weighted average common shares outstanding — — — Amounts attributable to common shareholders of HC2 Holdings, Inc. Loss from continuing operations attributable to HC2 Holdings, Inc. $ (14,010 ) $ (2,284 ) $ (16,294 ) Loss from discontinued operations (25 ) — (25 ) Gain (loss) from sale of discontinued operations (121 ) — (121 ) Net income (loss) attributable to HC2 Holdings, Inc. $ (14,156 ) $ (2,284 ) $ (16,440 ) HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Year Ended December 31, 2014 As Reported Adjustments As Restated Net income (loss) $ (9,548 ) $ (2,284 ) $ (11,832 ) Other comprehensive income (loss) Foreign currency translation adjustment (4,717 ) (1,451 ) (6,168 ) Unrealized gain on available-for-sale securities 2,462 (911 ) 1,551 Actuarial benefit on pension plan 1,129 (703 ) 426 Less: Comprehensive (income) attributable to the noncontrolling interest (2,559 ) — (2,559 ) Comprehensive income (loss) attributable to HC2 Holdings, Inc. $ (13,233 ) $ (5,349 ) $ (18,582 ) HC2 HOLDING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of December 31, 2014 As Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 107,978 $ — $ 107,978 Short-term investments 4,867 — 4,867 Accounts receivable (net of allowance for doubtful accounts receivable of $2,760 and $2,476 at December 31, 2014 and 2013, respectively) 151,558 721 152,279 Costs and recognized earnings in excess of billings on uncompleted contracts 28,098 — 28,098 Deferred tax asset—current 1,701 — 1,701 Inventories 14,975 — 14,975 Prepaid expenses and other current assets 18,590 — 18,590 Assets held for sale 3,865 — 3,865 Total current assets 331,632 721 332,353 Restricted cash 6,467 — 6,467 Long-term investments 48,674 2,142 50,816 Property, plant and equipment, net 239,851 (6,829 ) 233,022 Goodwill 27,990 2,550 30,540 Other intangible assets, net 31,144 14 31,158 Deferred tax asset—long-term 15,811 (1,792 ) 14,019 Other assets 22,479 (851 ) 21,628 Total assets $ 724,048 $ (4,045 ) $ 720,003 Liabilities, temporary equity and stockholders’ equity Current liabilities: Accounts payable $ 79,794 $ 389 $ 80,183 Accrued interconnection costs 9,717 — 9,717 Accrued payroll and employee benefits 20,023 — 20,023 Accrued expenses and other current liabilities 34,042 — 34,042 Billings in excess of costs and recognized earnings on uncompleted contracts 41,959 — 41,959 Accrued income taxes 512 — 512 Accrued interest 3,125 — 3,125 Current portion of long-term debt 10,444 — 10,444 Current portion of pension liability 5,966 (5,966 ) — Liabilities held for sale — — — Total current liabilities 205,582 (5,577 ) 200,005 Long-term debt 332,927 — 332,927 Pension liability 31,244 5,966 37,210 Other liabilities 1,617 — 1,617 Total liabilities 571,370 389 571,759 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 December 31, 2014 and 2013, respectively; Series A-1—11,000 and 0 shares issued and outstanding at December 31, 2014 and 2013, respectively 39,845 — 39,845 Redeemable noncontrolling interest — 4,004 4,004 Total temporary equity 39,845 4,004 43,849 Stockholders’ equity: Common stock, $0.001 par value – 80,000,000 shares authorized; 23,844,711 and 14,257,545 shares issued and 23,813,085 and 14,225,919 shares outstanding at December 31, 2014 and 2013, respectively 24 — 24 Additional paid-in capital 147,081 (5,133 ) 141,948 Accumulated deficit (41,880 ) (2,284 ) (44,164 ) Treasury stock, at cost – 31,626 shares at December 31, 2014 and 2013, respectively (378 ) — (378 ) Accumulated other comprehensive loss (15,178 ) (3,065 ) (18,243 ) Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest 89,669 (10,482 ) 79,187 Noncontrolling interest 23,164 2,044 25,208 Total stockholders’ equity 112,833 (8,438 ) 104,395 Total liabilities, temporary equity and stockholders’ equity $ 724,048 $ (4,045 ) $ 720,003 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands) Year Ended December 31, 2014 As Reported Adjustments As Restated Common stock $ 24 $ — $ 24 Additional paid-in capital 147,081 (5,133 ) 141,948 Treasury stock (378 ) — (378 ) Retained earnings (accumulated deficit) (41,880 ) (2,284 ) (44,164 ) Other comprehensive income (loss) (15,178 ) (3,065 ) (18,243 ) Noncontrolling interest 23,164 2,044 25,208 Total stockholders' equity $ 112,833 $ (8,438 ) $ 104,395 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2014 As Reported Adjustments As Restated Cash flows from operating activities: Net income (loss) $ (9,548 ) $ (2,284 ) $ (11,832 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts receivable 403 — 403 Share-based compensation expense 11,487 (459 ) 11,028 Depreciation and amortization 8,967 1,717 10,684 Amortization of deferred financing costs 240 — 240 (Gain) loss on sale or disposal of assets 816 — 816 (Gain) loss on sale of investments (434 ) — (434 ) Equity investment (income)/loss (3,359 ) 694 (2,665 ) Impairment of goodwill and long-lived assets 291 — 291 Amortization of debt discount 1,593 — 1,593 Loss on early extinguishment or restructuring of debt 11,969 — 11,969 (Gain) on bargain purchase (1,417 ) — (1,417 ) Realized loss on marketable securities 1,608 — 1,608 Change in fair value of Contingent Value Rights — — — Deferred income taxes (31,838 ) 1,615 (30,223 ) Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt 225 1,127 1,352 Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable 23,306 (4,957 ) 18,349 (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts (1,139 ) — (1,139 ) (Increase) decrease in inventories 6,616 — 6,616 (Increase) decrease in prepaid expenses and other current assets 28,044 (29,150 ) (1,106 ) (Increase) decrease in other assets 1,870 — 1,870 Increase (decrease) in accounts payable 23,956 614 24,570 Increase (decrease) in accrued interconnection costs (2,790 ) — (2,790 ) Increase (decrease) in accrued payroll and employee benefits 6,825 2,856 9,681 Increase (decrease) in accrued expenses and other current liabilities (14,451 ) — (14,451 ) Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts (23,793 ) — (23,793 ) Increase (decrease) in accrued income taxes (1,091 ) — (1,091 ) Increase (decrease) in accrued interest 3,049 — 3,049 Increase (decrease) in other liabilities (1,951 ) — (1,951 ) Increase (decrease) in pension liability (6,641 ) (923 ) (7,564 ) Net cash provided by (used in) operating activities 32,813 (29,150 ) 3,663 Cash flows from investing activities: Purchases of property, plant and equipment (5,819 ) — (5,819 ) Sale of property and equipment and other assets 3,706 — 3,706 Purchases of equity investments (22,909 ) — (22,909 ) Purchases of available-for-sale securities (9,875 ) — (9,875 ) Investment in debt securities (250 ) — (250 ) Sale of available-for-sale securities 2,411 — 2,411 Cash from disposition of business, net of cash disposed 2,495 29,150 31,645 Cash paid for business acquisitions, net of cash acquired (146,026 ) — (146,026 ) Purchase of noncontrolling interest (38,403 ) — (38,403 ) (Increase) decrease in restricted cash (1,785 ) — (1,785 ) Net cash (used in) provided by investing activities (216,455 ) 29,150 (187,305 ) Cash flows from financing activities: Proceeds from long-term obligations 915,896 — 915,896 Principal payments on long-term obligations (689,745 ) — (689,745 ) Payment of fees on restructuring of debt (12,333 ) — (12,333 ) Proceeds from sale of common stock, net 6,000 — 6,000 Proceeds from sale of preferred stock, net 40,050 — 40,050 Proceeds from the exercise of warrants and stock options 24,348 — 24,348 Payment of dividend equivalents — — — Payment of dividends (1,626 ) — (1,626 ) Receipt of dividends 2,081 — 2,081 Taxes paid in lieu of shares issued for share-based compensation (47 ) — (47 ) Net cash provided by (used) in financing activities 284,624 — 284,624 Effects of exchange rate changes on cash and cash equivalents (2,001 ) — (2,001 ) Net change in cash and cash equivalents 98,981 — 98,981 Cash and cash equivalents, beginning of period 8,997 — 8,997 Cash and cash equivalents, end of period $ 107,978 — $ 107,978 Supplemental cash flow information: Cash paid for interest $ 7,527 — $ 7,527 Cash paid for taxes $ 8,792 — $ 8,792 Preferred stock dividends and accretion $ 2,049 — $ 2,049 Non-cash investing and financing activities: Capital lease additions — — — Prepayment premium associated with debt restructuring converted into new debt — — — Acquisition of noncontrolling interest — — — Purchases of property, plant and equipment under financing arrangements $ 4,400 — $ 4,400 Property, plant and equipment included in accounts payable $ 2,544 — $ 2,544 Non-cash investing activity on the reacquisition of shares from a noncontrolling interest $ 1,700 — $ 1,700 Quarter Ended December 31, 2014 (in thousands, except per share amounts) As Reported Adjustments As Restated Services revenue $ 66,191 $ 380 $ 66,571 Sales revenue 157,638 — 157,638 Net revenue 223,829 380 224,209 Cost of revenue—services 54,855 — 54,855 Cost of revenue—sales 134,025 — 134,025 Total cost of revenue 188,880 — 188,880 Income (loss) from operations (9,317 ) 2,494 (6,823 ) Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—common holders 7,982 (419 ) 7,563 Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—preferred holders 3,416 — 3,416 Income (loss) from discontinued operations 37 — 37 Gain (loss) from sale of discontinued operations — — — Net income (loss)—basic $ 11,435 $ (419 ) $ 11,016 Net income (loss)—diluted $ 11,435 $ (419 ) $ 11,016 Weighted average common shares outstanding-basic 23,813 23,813 23,813 Weighted average common shares outstanding-diluted 28,962 28,962 28,962 Basic income (loss) per common share: Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—common holders $ 0.34 $ (0.02 ) $ 0.32 Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—preferred holders 0.34 — 0.34 Income (loss) from discontinued operations — — — Gain (loss) from sale of discontinued operations — — — Net income (loss) attributable to HC2 Holdings, Inc. $ 0.68 $ (0.02 ) $ 0.66 Diluted income (loss) per common share: Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—common holders $ 0.28 $ (0.02 ) $ 0.26 Income (loss) from continuing operations attributable to HC2 Holdings, Inc.—preferred holders 0.34 — $ 0.34 Income (loss) from discontinued operations — — — Gain (loss) from sale of discontinued operations — — — Net income (loss) attributable to HC2 Holdings, Inc. $ 0.62 $ (0.02 ) $ 0.60 |