ORGANIZATION AND BUSINESS | ORGANIZATION AND BUSINESS HC2 Holdings, Inc. (“HC2” and, together with its subsidiaries, the “Company”, “we” and “our”) is a diversified holding company which seeks to acquire and grow attractive businesses that we believe can generate long-term sustainable free cash flow and attractive returns. While the Company generally intends to acquire controlling equity interests in its operating subsidiaries, the Company may invest to a limited extent in a variety of debt instruments or noncontrolling equity interest positions. The Company’s shares of common stock trade on the NYSE MKT LLC under the symbol “HCHC”. The Company currently has six reportable segments based on management’s organization of the enterprise—Manufacturing, Marine Services, Utilities, Telecommunications, Life Sciences and Other, which includes operations that do not meet the separately reportable segment thresholds. Our Manufacturing segment includes Schuff International, Inc. (“Schuff”) and its wholly-owned subsidiaries, which primarily operate as integrated fabricators and erectors of structural steel and heavy steel plates with headquarters in Phoenix, Arizona. Schuff has operations in Arizona, Georgia, Texas, Kansas and California, with its construction projects primarily located in the aforementioned states. In addition, Schuff has construction projects in select international markets, primarily Panama through a Panamanian joint venture with Empresas Hopsa, S.A. that provides steel fabrication services. Our Marine Services segment includes Global Marine Systems Limited (“GMSL”). GMSL is a leading provider of engineering and underwater services on submarine cables. In conjunction with our acquisition of GMSL, approximately 3% of the Company’s interest in GMSL was purchased by a group of individuals, leaving the Company’s controlling interest at approximately 97% . Our Utilities segment includes American Natural Gas (“ANG”), which 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 vehicles. 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 service operators and Internet service providers from our International Carrier Services (“ICS”) business unit. In our Life Sciences segment, we operate Pansend Life Sciences, LLC (“Pansend”, f/k/a Pansend, LLC), which has a 77% 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 August 2015, the Company purchased 180,415 shares of MediBeacon, Inc., Preferred Stock for $2.9 million for a total ownership of approximately 9% . In February 2015, the Company sold 586,095 shares of Novatel Wireless, Inc. (“Novatel”) common stock and a warrant to purchase 293,047 shares of Novatel's common stock for $1.0 million which resulted in a gain of $0.2 million . In March 2015, the Company exercised a warrant to purchase 3,824,600 shares of Novatel's common stock for $8.6 million and also acquired a new warrant to purchase 1,593,583 shares of Novatel's common stock at $5.50 per share. The Company’s ownership increased to approximately 23% of Novatel’s common stock. A basis difference, net of tax for the additional investment in March 2015, of $5.6 million consists of a trade name of $0.6 million (amortized over 15 years ), a technology and customer intangible of $0.8 million (amortized over 7 years ) and goodwill of $4.2 million . In the first quarter of 2015, the Company purchased $3.0 million of convertible debt of DTV America Corporation (“DTV”) in aggregate. The convertible debt earned 10% interest. In addition, the Company acquired share purchase warrants, which are exercisable for 666,667 and 333,333 DTV's common shares until January 20, 2018 and March 6, 2018, respectively, at an exercise price of $2.00 per share. The principal balance and accrued interest of the convertible debt was automatically converted into 2,081,693 shares of common stock on June 30, 2015. In April 2015, the Company purchased a $16.1 million convertible debenture (the "Debenture") of Gaming Nation, Inc. ("Gaming Nation"). The Debenture earns 6% interest in-kind and the principal and interest is convertible at the Company's option into Gaming Nation's common shares at a conversion price of $2.25 . On June 9, 2015, the Debenture became convertible into 8,888,889 of Gaming Nation's common shares until June 9, 2017. In addition, the Company acquired a share purchase warrant, which is exercisable for 28,126,068 of Gaming Nation's common shares until April 6, 2020 at varying exercise prices, commencing at $5.00 per share for the first 2 years . For the quarter ended September 30, 2015, the Company recorded a foreign currency translation loss of $1.2 million and unrealized loss on fair value of the Debenture of $2.6 million within other comprehensive income. 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, 2015 to correct the improper recording of 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 amended the valuation of the ANG business acquisition which resulted in goodwill. • The Company identified other income which was recognized in the three months ended September 30, 2015 which should have been recorded in the three months ended March 31, 2015 and June 30, 2015. • The Company recorded a $2.3 million income tax benefit in the nine months ended September 30, 2015 which should have been recorded in the year ended December 31, 2014. The out of period adjustment resulted in an overstatement of income tax benefit which has been restated. The adjustment to income tax benefit on the consolidated statement of operations for the year ended December 31, 2014 correctly reflects this additional benefit. • The Company reclassified redeemable non-controlling interest from permanent equity to temporary equity. As a result of the errors and out of period adjustments above, the Company concluded that the financial statements for the three and nine months ended September 30, 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 September 30, 2015: HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Services revenue $ 151,933 $ — $ 151,933 $ 373,492 $ — $ 373,492 Sales revenue 125,534 — 125,534 386,765 — 386,765 Net revenue 277,467 — 277,467 760,257 — 760,257 Operating expenses: Cost of revenue - services 138,099 — 138,099 334,608 — 334,608 Cost of revenue - sales 103,375 — 103,375 324,820 — 324,820 Selling, general and administrative 27,830 — 27,830 77,359 459 77,818 Depreciation and amortization 6,593 (709 ) 5,884 16,835 (218 ) 16,617 Gain on sale or disposal of assets (1,957 ) 851 (1,106 ) (986 ) 851 (135 ) Lease termination costs 1,124 — 1,124 1,124 — 1,124 Total operating expenses 275,064 142 275,206 753,760 1,092 754,852 Income (loss) from operations 2,403 (142 ) 2,261 6,497 (1,092 ) 5,405 Interest expense (10,343 ) — (10,343 ) (28,992 ) — (28,992 ) Amortization of debt discount (40 ) — (40 ) (216 ) — (216 ) Loss on early extinguishment or restructuring of debt — — — — — — Other income (expense), net 1,216 (1,122 ) 94 (3,528 ) — (3,528 ) Foreign currency transaction gain 1,099 — 1,099 2,150 — 2,150 Loss from continuing operations before income (loss) from equity investees and income tax benefit (expense) (5,665 ) (1,264 ) (6,929 ) (24,089 ) (1,092 ) (25,181 ) Income (loss) from equity investees 535 535 (724 ) — (724 ) Income tax benefit (expense) 649 (2,153 ) (1,504 ) 4,018 (2,186 ) 1,832 Loss from continuing operations (4,481 ) (3,417 ) (7,898 ) (20,795 ) (3,278 ) (24,073 ) Loss from discontinued operations (24 ) — (24 ) (44 ) — (44 ) Gain (loss) from sale of discontinued operations — — — — — — Net loss (4,505 ) (3,417 ) (7,922 ) (20,839 ) (3,278 ) (24,117 ) Less: Net income attributable to noncontrolling interest (65 ) — (65 ) (8 ) — (8 ) Net loss attributable to HC2 Holdings, Inc. (4,570 ) (3,417 ) (7,987 ) (20,847 ) (3,278 ) (24,125 ) Less: Preferred stock dividends and accretion 1,035 — 1,035 3,212 — 3,212 Net loss attributable to common stock and participating preferred stockholders $ (5,605 ) $ (3,417 ) $ (9,022 ) $ (24,059 ) $ (3,278 ) $ (27,337 ) Basic loss per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.13 ) $ (0.35 ) $ (0.96 ) $ (0.13 ) $ (1.09 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations — — — — — — Net loss attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.13 ) $ (0.35 ) $ (0.96 ) $ (0.13 ) $ (1.09 ) Diluted loss per common share: Loss from continuing operations attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.13 ) $ (0.35 ) $ (0.96 ) $ (0.13 ) $ (1.09 ) Income (loss) from discontinued operations — — — — — — Gain (loss) from sale of discontinued operations — — — — — — Net loss attributable to HC2 Holdings, Inc. $ (0.22 ) $ (0.13 ) $ (0.35 ) $ (0.96 ) $ (0.13 ) $ (1.09 ) Weighted average common shares outstanding: Basic 25,592 — 25,592 25,093 — 25,093 Diluted 25,592 — 25,592 25,093 — 25,093 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 As Reported Adjustments As Restated As Reported Adjustments As Restated Net loss $ (4,505 ) $ (3,417 ) $ (7,922 ) $ (20,839 ) $ (3,278 ) $ (24,117 ) Other comprehensive income (loss) Foreign currency translation adjustment (6,126 ) 851 (5,275 ) (7,998 ) 851 (7,147 ) Unrealized gain (loss) on available-for-sale securities, net of tax (2,008 ) — (2,008 ) (5,097 ) 911 (4,186 ) Less: Comprehensive (income) loss attributable to the noncontrolling interest (65 ) — (65 ) (8 ) — (8 ) Comprehensive income (loss) attributable to HC2 Holdings, Inc. $ (12,704 ) $ (2,566 ) $ (15,270 ) $ (33,942 ) $ (1,516 ) $ (35,458 ) HC2 HOLDING, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share amounts) As of September 30, 2015 As Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 81,066 $ — $ 81,066 Short-term investments 3,625 — 3,625 Accounts receivable (net of allowance for doubtful accounts receivable of $1,576 and $2,760 at September 30, 2015 and December 31, 2014, respectively) 187,474 — 187,474 Costs and recognized earnings in excess of billings on uncompleted contracts 37,266 — 37,266 Deferred tax asset - current 1,701 — 1,701 Inventories 14,408 — 14,408 Prepaid expenses and other current assets 27,835 — 27,835 Assets held for sale 6,349 — 6,349 Total current assets 359,724 — 359,724 Restricted cash 7,196 — 7,196 Long-term investments 77,154 (2,283 ) 74,871 Property, plant and equipment, net 221,842 (1,828 ) 220,014 Goodwill 30,665 2,057 32,722 Other intangible assets, net 26,674 — 26,674 Deferred tax asset - long-term 23,571 (2,917 ) 20,654 Other assets 18,201 (852 ) 17,349 Total assets $ 765,027 $ (5,823 ) $ 759,204 Liabilities, temporary equity and stockholders' equity Current liabilities: Accounts payable $ 65,573 (332 ) $ 65,241 Accrued interconnection costs 36,689 — 36,689 Accrued payroll and employee benefits 22,127 — 22,127 Accrued expenses and other current liabilities 48,338 — 48,338 Billings in excess of costs and recognized earnings on uncompleted contracts 20,045 — 20,045 Accrued income taxes 1,470 — 1,470 Accrued interest 11,567 — 11,567 Current portion of long-term debt 13,454 — 13,454 Current portion of pension liability — — — Total current liabilities 219,263 (332 ) 218,931 Long-term debt 374,404 — 374,404 Pension liability 27,664 — 27,664 Other liabilities 8,151 — 8,151 Total liabilities 629,482 (332 ) 629,150 Commitments and contingencies (See Note 11) Temporary equity (See Note 13) Preferred stock, $0.001 par value – 20,000,000 shares authorized; Series A - 30,000 shares issued and outstanding at September 30, 2015 and December 31, 2014; Series A-1 - 10,000 and 11,000 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively; Series A-2 - 14,000 and 0 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively 53,403 — 53,403 Redeemable non-controlling interest — 4,567 4,567 Total temporary equity 53,403 4,567 57,970 Stockholders' equity: Common stock, $0.001 par value – 80,000,000 shares authorized; 25,623,982 and 23,844,711 shares issued and 25,592,356 and 23,813,085 shares outstanding at September 30, 2015 and December 31, 2014, respectively 26 — 26 Additional paid-in capital 151,662 (4,674 ) 146,988 Accumulated deficit (62,727 ) (5,562 ) (68,289 ) Treasury stock, at cost – 31,626 shares at September 30, 2015 and December 31, 2014, respectively (378 ) — (378 ) Accumulated other comprehensive loss (28,273 ) (1,303 ) (29,576 ) Total HC2 Holdings, Inc. stockholders' equity before noncontrolling interest 60,310 (11,539 ) 48,771 Noncontrolling interest 21,832 1,481 23,313 Total stockholders' equity 82,142 (10,058 ) 72,084 Total liabilities, temporary equity and stockholders' equity $ 765,027 $ (5,823 ) $ 759,204 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (in thousands) As of September 30, 2015 As Reported Adjustments As Restated Common Stock $ 26 $ — $ 26 Additional Paid-In Capital 151,662 (4,674 ) 146,988 Treasury Stock (378 ) — (378 ) Earnings (Accumulated Deficit) (62,727 ) (5,562 ) (68,289 ) Accumulated Other Comprehensive Income (Loss) (28,273 ) (1,303 ) (29,576 ) Noncontrolling Interest 21,832 1,481 23,313 Total Stockholders' Equity $ 82,142 $ (10,058 ) $ 72,084 HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2015 As Reported Adjustments As Restated Cash flows from operating activities: Net loss $ (20,839 ) $ (3,278 ) $ (24,117 ) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Provision for doubtful accounts receivable 325 — 325 Share-based compensation expense 6,943 459 7,402 Depreciation and amortization 22,570 (218 ) 22,352 Amortization of deferred financing costs 1,030 — 1,030 Lease termination costs 1,124 — 1,124 (Gain) loss on sale or disposal of assets (986 ) 851 (135 ) (Gain) loss on sale of investments (399 ) — (399 ) Equity investment (income)/loss 724 — 724 Amortization of debt discount 216 — 216 Unrealized (gain) loss on investments (32 ) — (32 ) Loss on early extinguishment of debt — — — Deferred income taxes (8,143 ) 2,186 (5,957 ) Other, net 225 — 225 Unrealized foreign currency transaction (gain) loss on intercompany and foreign debt 90 — 90 Changes in assets and liabilities, net of acquisitions: (Increase) decrease in accounts receivable (36,099 ) — (36,099 ) (Increase) decrease in costs and recognized earnings in excess of billings on uncompleted contracts (9,253 ) — (9,253 ) (Increase) decrease in inventories 455 — 455 (Increase) decrease in prepaid expenses and other current assets (4,799 ) — (4,799 ) (Increase) decrease in other assets 1,483 — 1,483 Increase (decrease) in accounts payable (15,675 ) — (15,675 ) Increase (decrease) in accrued interconnection costs 26,915 — 26,915 Increase (decrease) in accrued payroll and employee benefits 2,936 — 2,936 Increase (decrease) in accrued expenses and other current liabilities 18,406 — 18,406 Increase (decrease) in billings in excess of costs and recognized earnings on uncompleted contracts (21,933 ) — (21,933 ) Increase (decrease) in accrued income taxes 2,060 — 2,060 Increase (decrease) in accrued interest 8,442 — 8,442 Increase (decrease) in other liabilities (720 ) — (720 ) Increase (decrease) in pension liability (8,665 ) — (8,665 ) Net cash (used in) provided by operating activities (33,599 ) — (33,599 ) Cash flows from investing activities: Purchase of property, plant and equipment (16,751 ) — (16,751 ) Sale of property and equipment and other assets 4,994 — 4,994 Purchase of equity investments (11,506 ) — (11,506 ) Sale of equity investments 1,026 — 1,026 Sale of assets held for sale 1,479 — 1,479 Purchase of available-for-sale securities (10,857 ) — (10,857 ) Sale of available-for-sale securities 5,850 — 5,850 Investment in debt securities (19,347 ) — (19,347 ) Sale of investments — — — Cash paid for business acquisitions, net of cash acquired (568 ) — (568 ) Purchase of noncontrolling interest (239 ) — (239 ) Contribution by noncontrolling interest — — — Receipt of dividends from equity investees 2,448 — 2,448 (Increase) decrease in restricted cash (727 ) — (727 ) Net cash used in investing activities (44,198 ) — (44,198 ) Cash flows from financing activities: Proceeds from long-term obligations 425,527 — 425,527 Principal payments on long-term obligations (379,037 ) — (379,037 ) Payment of fees on restructuring of debt — — — Payment of deferred financing costs (1,137 ) — (1,137 ) Proceeds from sale of common stock, net — — — Proceeds from sale of preferred stock, net 14,033 — 14,033 Proceeds from the exercise of warrants and stock options — — — Payment of dividends (3,855 ) — (3,855 ) Taxes paid in lieu of shares issued for share-based compensation — — — Net cash provided by financing activities 55,531 — 55,531 Effects of exchange rate changes on cash and cash equivalents (4,646 ) (4,646 ) Net change in cash and cash equivalents (26,912 ) — (26,912 ) Cash and cash equivalents, beginning of period 107,978 — 107,978 Cash and cash equivalents, end of period $ 81,066 $ — $ 81,066 Supplemental cash flow information: Cash paid for interest $ 21,445 $ — $ 21,445 Cash paid for taxes $ 1,701 $ — $ 1,701 Preferred stock dividends and accretion $ 151 $ — $ 151 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 $ 1,521 $ — $ 1,521 Conversion of preferred stock to common stock $ 1,000 $ — $ 1,000 |