ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS On May 29, 2014, HC2 Holdings, Inc. (“HC2” and, together with its subsidiaries, the “Company”, “we” and “our”) 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 of 2014, 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 Condensed Consolidated Financial Statements of Schuff. Empresas Hopsa, S.A.’s 51% interest in SHE is presented as a noncontrolling interest component of total stockholders’ 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. 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. The September Credit Facility was subsequently repaid using the proceeds from HC2’s issuance of its Existing Notes discussed below under Note 8—“Long-Term Obligations”. 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 March 31, 2015 at approximately 97% . In our Telecommunications segment, we operate a telecommunications business including a network of direct routes and provide 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”) from our International Carrier Services (“ICS”) business unit. 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 R2 Dermatology (f/k/a “GemDerm Aesthetics, Inc.”), which develops skin lightening technology. Additionally, in 2014 we acquired a 100% ownership interest in DMi, Inc. (“DMi”), which owns licenses to create and distribute NASCAR ® video games. 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 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 months ended March 31, 2015 to correct the improper recording of items related to the following: • 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 our 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 issuance date of October 28, 2014 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 identified other income which was recognized in the three months ended September 30, 2015, but should have been recorded in the three months ended March 31, 2015 and June 30, 2015. • The Company reclassified certain pension liabilities between current and non-current as well as accrued expenses and other current assets. • The Company corrected the March 31, 2014 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, the Company concluded that the financial statements for the three month period ended March 31, 2015 were materially misstated. The consolidated statement of operations, consolidated statement of comprehensive income (loss), 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 March 31, 2015: HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended March 31, 2015 As Reported Adjustments As Restated Services revenue $ 73,718 $ — $ 73,718 Sales revenue 128,090 — 128,090 Net revenue 201,808 — 201,808 Operating expenses: Cost of revenue - services 61,920 — 61,920 Cost of revenue - sales 110,536 — 110,536 Selling, general and administrative 23,053 459 23,512 Depreciation and amortization 5,006 249 5,255 (Gain) loss on sale or disposal of assets 473 — 473 Total operating expenses 200,988 708 201,696 Income/(loss) from operations 820 (708 ) 112 Interest expense (8,608 ) — (8,608 ) Amortization of debt discount (92 ) — (92 ) Interest income and other expense, net 193 351 544 Foreign currency transaction loss (771 ) — (771 ) Loss from continuing operations before income taxes and loss from equity investees (8,458 ) (357 ) (8,815 ) Loss from equity investees (2,688 ) — (2,688 ) Income tax benefit (expense) 5,833 181 6,014 Loss from continuing operations (5,313 ) (176 ) (5,489 ) Gain/(loss) from discontinued operations (9 ) — (9 ) Loss from sale of discontinued operations — — — Net loss (5,322 ) (176 ) (5,498 ) Less: Net loss attributable to noncontrolling interest 261 — 261 Net loss attributable to HC2 Holdings, Inc. (5,061 ) (176 ) (5,237 ) Less: Preferred stock dividends and accretion 1,088 — 1,088 Net loss attributable to common stock and participating preferred stockholders $ (6,149 ) $ (176 ) $ (6,325 ) Basic loss per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Loss from discontinued operations — — — Loss from sale of discontinued operations — — — Net income (loss) attributable to HC2 Holdings, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Diluted loss per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Loss from discontinued operations — — — Loss from sale of discontinued operations — — — Net loss attributable to HC2 Holdings, Inc. $ (0.25 ) $ (0.01 ) $ (0.26 ) Weighted average common shares outstanding: Basic 24,146 — 24,146 Diluted 24,146 — 24,146 Amounts attributable to common shareholders of HC2 Holdings, Inc. Loss from continuing operations attributable to HC2 Holdings, Inc. $ (6,140 ) $ (176 ) $ (6,316 ) Gain/(loss) from discontinued operations (9 ) — (9 ) Loss from sale of discontinued operations — — — Net loss attributable to HC2 Holdings, Inc. $ (6,149 ) $ (176 ) $ (6,325 ) HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended March 31, 2015 As Reported Adjustments As Restated Net income (loss) $ (5,322 ) $ (176 ) $ (5,498 ) Other comprehensive income (loss) Foreign currency translation adjustment (4,361 ) — (4,361 ) Unrealized gain (loss) on available-for-sale securities, net of tax (762 ) 911 149 Less: Comprehensive (income) loss attributable to the noncontrolling interest 261 — 261 Comprehensive income (loss) attributable to HC2 Holdings, Inc. $ (10,184 ) $ 735 $ (9,449 ) HC2 HOLDING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of March 31, 2015 As Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 128,872 $ — $ 128,872 Short-term investments 11,768 — 11,768 Accounts receivable (net of allowance for doubtful accounts receivable of $2,675 and $2,760 at March 31, 2015 and December 31, 2014, respectively) 195,878 — 195,878 Costs and recognized earnings in excess of billings on uncompleted contracts 24,656 — 24,656 Deferred tax asset - current 1,701 — 1,701 Inventories 17,062 — 17,062 Prepaid expenses and other current assets 29,337 — 29,337 Assets held for sale 11,485 — 11,485 Total current assets 420,759 — 420,759 Restricted cash 7,063 — 7,063 Long-term investments 58,827 2,631 61,458 Property, plant and equipment, net 224,815 (7,230 ) 217,585 Goodwill 27,990 2,550 30,540 Other intangible assets, net 30,067 28 30,095 Deferred tax asset - long-term 15,198 (700 ) 14,498 Other assets 18,334 (851 ) 17,483 Total assets $ 803,053 $ (3,572 ) $ 799,481 Liabilities, temporary equity and stockholders’ equity Current liabilities: Accounts payable $ 61,888 $ (332 ) $ 61,556 Accrued interconnection costs 19,507 — 19,507 Accrued payroll and employee benefits 22,883 — 22,883 Accrued expenses and other current liabilities 40,183 — 40,183 Billings in excess of costs and recognized earnings on uncompleted contracts 31,848 — 31,848 Accrued income taxes — — — Accrued interest 12,043 — 12,043 Current portion of long-term debt 38,811 — 38,811 Current portion of pension liability 5,697 (5,697 ) — Total current liabilities 232,860 (6,029 ) 226,831 Long-term debt 376,549 — 376,549 Pension liability 28,384 5,697 34,081 Other liabilities 8,002 — 8,002 Total liabilities 645,795 (332 ) 645,463 Commitments and contingencies (See Note 10) Temporary equity (See Note 12) Preferred stock, $0.001 par value – 20,000,000 shares authorized; Series A - 30,000 shares issued and outstanding at March 31, 2015 and December 31, 2014; Series A-1 - 10,500 and 11,000 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively; Series A-2 - 14,000 and 0 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively 53,444 — 53,444 Redeemable non-controlling interest — 4,053 4,053 Total temporary equity 53,444 4,053 57,497 Stockholders’ equity: Common stock, $0.001 par value – 80,000,000 shares authorized; 25,400,886 and 23,844,711 shares issued and 25,369,260 and 23,813,085 shares outstanding at March 31, 2015 and December 31, 2014, respectively 25 — 25 Additional paid-in capital 148,762 (4,674 ) 144,088 Accumulated deficit (46,941 ) (2,460 ) (49,401 ) Treasury stock, at cost – 31,626 shares at March 31, 2015 and December 31, 2014, respectively (378 ) — (378 ) Accumulated other comprehensive loss (20,301 ) (2,154 ) (22,455 ) Total HC2 Holdings, Inc. stockholders' equity before noncontrolling interest 81,167 (9,288 ) 71,879 Noncontrolling interest 22,647 1,995 24,642 Total stockholders' equity 103,814 (7,293 ) 96,521 Total liabilities, temporary equity and stockholders' equity $ 803,053 $ (3,572 ) $ 799,481 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands) As of March 31, 2015 As Reported Adjustments As Restated Common Stock $ 25 $ — $ 25 Additional Paid-In Capital 148,762 (4,674 ) 144,088 Treasury Stock (378 ) — (378 ) Earnings (Accumulated Deficit) (46,941 ) (2,460 ) (49,401 ) Accumulated Other Comprehensive Income (Loss) (20,301 ) (2,154 ) (22,455 ) Noncontrolling Interest 22,647 1,995 24,642 Total Stockholders' Equity $ 103,814 $ (7,293 ) $ 96,521 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Three Months Ended March 31, 2015 As Reported Adjustments As Restated Cash flows from operating activities: Net income (loss) $ (5,322 ) $ (176 ) $ (5,498 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts receivable 95 — 95 Share-based compensation expense 2,235 459 2,694 Depreciation and amortization 6,881 249 7,130 Amortization of deferred financing costs 329 — 329 (Gain) loss on sale or disposal of assets 473 — 473 (Gain) loss on sale of investments (164 ) (351 ) (515 ) Equity investment (income)/loss 2,688 — 2,688 Amortization of debt discount 92 — 92 Deferred income taxes (387 ) (181 ) (568 ) Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt 172 — 172 Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable (45,764 ) — (45,764 ) (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts 3,468 — 3,468 (Increase) decrease in inventories (2,355 ) — (2,355 ) (Increase) decrease in prepaid expenses and other current assets (1,492 ) — (1,492 ) (Increase) decrease in other assets (2,122 ) — (2,122 ) Increase (decrease) in accounts payable (18,908 ) — (18,908 ) Increase (decrease) in accrued interconnection costs 10,111 — 10,111 Increase (decrease) in accrued payroll and employee benefits 3,723 — 3,723 Increase (decrease) in accrued expenses and other current liabilities 5,995 — 5,995 Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts (10,116 ) — (10,116 ) Increase (decrease) in accrued income taxes (6,238 ) — (6,238 ) Increase (decrease) in accrued interest 8,918 — 8,918 Increase (decrease) in other liabilities (146 ) — (146 ) Increase (decrease) in pension liability (1,125 ) — (1,125 ) Net cash provided by (used in) operating activities (48,959 ) — (48,959 ) Cash flows from investing activities: Purchase of property, plant and equipment (3,124 ) — (3,124 ) Sale of property and equipment and other assets 998 — 998 Purchase of equity investments (8,644 ) — (8,644 ) Sale of equity investments 1,026 — 1,026 Purchase of available-for-sale securities (6,664 ) — (6,664 ) Investment in debt securities (3,250 ) — (3,250 ) Purchase of noncontrolling interest (222 ) — (222 ) (Increase) decrease in restricted cash (893 ) — (893 ) Net cash used in investing activities (20,773 ) — (20,773 ) Cash flows from financing activities: Proceeds from long-term obligations 181,303 — 181,303 Principal payments on long-term obligations (103,690 ) — (103,690 ) Payment of deferred financing costs (1,136 ) — (1,136 ) Proceeds from sale of preferred stock, net 14,032 — 14,032 Proceeds from the exercise of warrants and stock options — — — Payment of dividend equivalents — — — Net cash provided by (used) in financing activities 90,509 — 90,509 Effects of exchange rate changes on cash and cash equivalents 117 — 117 Net change in cash and cash equivalents 20,894 — 20,894 Cash and cash equivalents, beginning of period 107,978 — 107,978 Cash and cash equivalents, end of period $ 128,872 $ — $ 128,872 Supplemental cash flow information: Cash paid for interest $ 1,287 $ — $ 1,287 Cash paid for taxes $ 112 $ — $ 112 Preferred stock dividends and accretion $ 1,088 $ — $ 1,088 Non-cash investing and financing activities: Purchases of property, plant and equipment under financing arrangements $ 1,808 $ — $ 1,808 Property, plant and equipment included in accounts payable $ 1,632 $ — $ 1,632 Conversion of preferred stock to common stock $ 500 $ — $ 500 Three Months Ended March 31, 2014 As Reported Adjustments As Restated Cash flows from operating activities: Net income (loss) $ (4,947 ) $ — $ (4,947 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Provision for doubtful accounts receivable 107 — 107 Share-based compensation expense 238 — 238 Depreciation and amortization 210 — 210 Amortization of deferred financing costs — — — (Gain) loss on sale or disposal of assets 704 — 704 (Gain) loss on sale of investments — — — Equity investment (income)/loss — — — Amortization of debt discount — — — Deferred income taxes 1 — 1 Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt (34 ) — (34 ) Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable 2,767 — 2,767 (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts — — — (Increase) decrease in inventories — — — (Increase) decrease in prepaid expenses and other current assets 6,662 (3,200 ) 3,462 (Increase) decrease in other assets 798 — 798 Increase (decrease) in accounts payable (1,795 ) — (1,795 ) Increase (decrease) in accrued interconnection costs (1,181 ) — (1,181 ) Increase (decrease) in accrued payroll and employee benefits (846 ) — (846 ) Increase (decrease) in accrued expenses and other current liabilities 279 — 279 Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts — — — Increase (decrease) in accrued income taxes (4 ) — (4 ) Increase (decrease) in accrued interest — — — Increase (decrease) in other liabilities (856 ) — (856 ) Increase (decrease) in pension liability — — — Net cash provided by (used in) operating activities 2,103 (3,200 ) (1,097 ) Cash flows from investing activities: Purchase of property, plant and equipment (89 ) — (89 ) Sale of property and equipment and other assets 80 — 80 Purchase of equity investments — — — Sale of equity investments — — — Purchase of available-for-sale securities — — — Cash from disposition of business, net — 3,200 3,200 Investment in debt securities — — — Purchase of noncontrolling interest — — — (Increase) decrease in restricted cash — — — Net cash used in investing activities (9 ) 3,200 3,191 Cash flows from financing activities: Proceeds from long-term obligations — — — Principal payments on long-term obligations — — — Payment of deferred financing costs — — — Proceeds from sale of preferred stock, net — — — Proceeds from the exercise of warrants and stock options 2,891 — 2,891 Payment of dividend equivalents (550 ) — (550 ) Net cash provided by (used) in financing activities 2,341 — 2,341 Effects of exchange rate changes on cash and cash equivalents (391 ) — (391 ) Net change in cash and cash equivalents 4,044 — 4,044 Cash and cash equivalents, beginning of period 8,997 — 8,997 Cash and cash equivalents, end of period $ 13,041 $ — $ 13,041 Supplemental cash flow information: Cash paid for interest $ 969 $ — $ 969 Cash paid for taxes $ 22 $ — $ 22 Preferred stock dividends and accretion $ — $ — $ — Non-cash investing and financing activities: Purchases of property, plant and equipment under financing arrangements $ — $ — $ — Property, plant and equipment included in accounts payable $ — $ — $ — Conversion of preferred stock to common stock $ — $ — $ — |