Delaware
|
001-35210
|
54-1708481
|
(State or other jurisdiction of incorporation)
|
(Commissionc File Number)
|
(IRS. Employer Identification No.)
|
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
Item 7.01 | Regulation FD Disclosure |
Item 9.01 | Financial Statements and Exhibits |
99.1 | Press Release of HC2 Holdings, Inc. dated August 10, 2015 |
Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in a filing.
|
HC2 Holdings, Inc
|
||
(Registrant)
|
||
Date: August 10, 2015
|
By:
|
/s/ Michael Sena
|
Name:
|
Michael Sena
|
|
Title:
|
Chief Financial Officer
|
· | Net revenue: HC2 recorded total net revenues of $281.0 million for the second quarter of 2015. Net revenue for the second quarter of 2015 increased $79.2 million, or 39%, when compared to last quarter’s net revenue of $201.8 million, primarily driven by the $57.2 million growth of our Telecommunications segment. During the quarter, our Telecommunications segment increase resulted from PTGi ICS’s successful overhaul of their global sales team and the expansion into Latin America and other emerging markets. |
· | Operating income: Operating income for the second quarter was $3.3 million compared to $0.8 million during the first quarter. The increase in operating profit was largely the result of running our fabrication facilities at or near full capacity for the quarter and our ability to sub contract work at lower costs in our Manufacturing segment. This was offset, in part by, early stage investments and increases in deal related diligence expenses in Corporate and Other segments. |
· | Adjusted EBITDA: HC2 recorded consolidated Adjusted EBITDA of $19.5 million for the second quarter of 2015, an increase of 230% when compared to last quarter’s Adjusted EBITDA of $5.9 million. Adjusted EBITDA for the company’s primary operating subsidiaries, Schuff and Global Marine, was a combined $30.8 million during the quarter, an increase of $16.6 million when compared to the first quarter largely due to the factors listed above at Schuff along with seasonal trends at Global Marine. |
· | Balance sheet: As of June 30, 2015, HC2 had consolidated cash, cash equivalents and short-term investments of $81.2 million. |
· | Schuff’s backlog was $329.3 million as of June 30, 2015 compared to $306.1 million as of March 31, 2015. Notable projects include the Wilshire Grand Center in Los Angeles, the Sacramento Kings Arena, and the new Apple headquarters in Cupertino, CA. |
· | Global Marine secured a submarine fibre optic link contract with Subsea 7, a global leader in subsea engineering and construction, and won a pair of high-profile contracts from Tampnet, who operates the largest offshore high-capacity communication network in the world in the North Sea and the Gulf of Mexico. Global Marine will also be collaborating again with Prysmian Group on a new project for the Wikinger Offshore Wind Farm in the Baltic Sea. |
· | Novatel Wireless announced it has signed a definitive agreement to acquire 100% of the issued share capital of DigiCore Holdings Limited (JSE:DGC), a leading provider of advanced machine-to-machine (M2M) communication and telematics solutions. |
· | HC2 signed a definitive agreement for the acquisition of long-term care and life insurance businesses, United Teacher Associates Insurance Company and Continental General Insurance Company, establishing HC2’s insurance platform, Continental Insurance Group Ltd. This transaction is still on track to close by the end of the third quarter. |
· | Nervve announced an exclusive partnership with Wasserman Media Group, a leading sports and entertainment agency, to bring Nervve’s visual search technology to market. |
· | HC2 invested CAD$20 million (or approximately $16 million) in convertible debentures of Gaming Nation Acquisition Corporation. Gaming Nation, headquartered in Toronto, Ontario, is a leading provider of both games of skill and games of chance designed for the avid sports fan and daily fantasy sports participants. |
· | Dusenberry Martin Racing, or DMi, Inc., launched its NASCAR® ’15 racing game exclusively at GameStop for the Xbox 360 and PlayStation 3 in May 2015. |
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
2015
|
2014
|
2015
|
2014
|
|||||||||||||
Services revenue
|
$
|
147,841
|
$
|
42,111
|
$
|
221,559
|
$
|
85,465
|
||||||||
Sales revenue
|
133,141
|
54,475
|
261,231
|
54,475
|
||||||||||||
Net revenue
|
280,982
|
96,586
|
482,790
|
139,940
|
||||||||||||
Operating expenses:
|
||||||||||||||||
Cost of revenue - services
|
134,589
|
39,530
|
196,509
|
80,637
|
||||||||||||
Cost of revenue - sales
|
110,909
|
43,330
|
221,445
|
43,330
|
||||||||||||
Selling, general and administrative
|
26,476
|
14,032
|
49,529
|
20,236
|
||||||||||||
Depreciation and amortization
|
5,236
|
344
|
10,242
|
554
|
||||||||||||
Loss on sale or disposal of assets
|
498
|
447
|
971
|
367
|
||||||||||||
Total operating expenses
|
277,708
|
97,683
|
478,696
|
145,124
|
||||||||||||
Income (loss) from operations
|
3,274
|
(1,097
|
)
|
4,094
|
(5,184
|
)
|
||||||||||
Interest expense
|
(10,041
|
)
|
(1,012
|
)
|
(18,649
|
)
|
(1,013
|
)
|
||||||||
Amortization of debt discount
|
(84
|
)
|
(576
|
)
|
(176
|
)
|
(576
|
)
|
||||||||
Other income (expense), net
|
(4,937
|
)
|
1,665
|
(4,744
|
)
|
1,616
|
||||||||||
Foreign currency transaction gain (loss)
|
1,822
|
437
|
1,051
|
403
|
||||||||||||
Loss from continuing operations before income (loss) from equity investees and income tax benefit (expense)
|
(9,966
|
)
|
(583
|
)
|
(18,424
|
)
|
(4,754
|
)
|
||||||||
Income (loss) from equity investees
|
1,429
|
-
|
(1,259
|
)
|
-
|
|||||||||||
Income tax benefit (expense)
|
(2,464
|
)
|
(1,946
|
)
|
3,369
|
(1,955
|
)
|
|||||||||
Loss from continuing operations
|
(11,001
|
)
|
(2,529
|
)
|
(16,314
|
)
|
(6,709
|
)
|
||||||||
Gain (loss) from discontinued operations
|
(11
|
)
|
27
|
(20
|
)
|
44
|
||||||||||
Loss from sale of discontinued operations
|
-
|
-
|
-
|
(784
|
)
|
|||||||||||
Net loss
|
(11,012
|
)
|
(2,502
|
)
|
(16,334
|
)
|
(7,449
|
)
|
||||||||
Less: Net (income) loss attributable to noncontrolling interest
|
(204
|
)
|
(1,059
|
)
|
57
|
(1,059
|
)
|
|||||||||
Net loss attributable to HC2 Holdings, Inc.
|
(11,216
|
)
|
(3,561
|
)
|
(16,277
|
)
|
(8,508
|
)
|
||||||||
Less: Preferred stock dividends and accretion
|
1,089
|
200
|
2,177
|
200
|
||||||||||||
Net loss attributable to common stock and participating preferred stockholders
|
$
|
(12,305
|
)
|
$
|
(3,761
|
)
|
$
|
(18,454
|
)
|
$
|
(8,708
|
)
|
||||
Basic loss per common share:
|
||||||||||||||||
Loss from continuing operations attributable to HC2 Holdings, Inc.
|
$
|
(0.48
|
)
|
$
|
(0.22
|
)
|
$
|
(0.74
|
)
|
$
|
(0.50
|
)
|
||||
Gain (loss) from discontinued operations
|
-
|
-
|
-
|
-
|
||||||||||||
Loss from sale of discontinued operations
|
-
|
-
|
-
|
(0.05
|
)
|
|||||||||||
Net loss attributable to HC2 Holdings, Inc.
|
$
|
(0.48
|
)
|
$
|
(0.22
|
)
|
$
|
(0.74
|
)
|
$
|
(0.55
|
)
|
||||
Diluted loss per common share:
|
||||||||||||||||
Loss from continuing operations attributable to HC2 Holdings, Inc.
|
$
|
(0.48
|
)
|
$
|
(0.22
|
)
|
$
|
(0.74
|
)
|
$
|
(0.50
|
)
|
||||
Gain (loss) from discontinued operations
|
-
|
-
|
-
|
-
|
||||||||||||
Loss from sale of discontinued operations
|
-
|
-
|
-
|
(0.05
|
)
|
|||||||||||
Net loss attributable to HC2 Holdings, Inc.
|
$
|
(0.48
|
)
|
$
|
(0.22
|
)
|
$
|
(0.74
|
)
|
$
|
(0.55
|
)
|
||||
Weighted average common shares outstanding:
|
||||||||||||||||
Basic
|
25,514
|
16,905
|
24,838
|
15,780
|
||||||||||||
Diluted
|
25,514
|
16,905
|
24,838
|
15,780
|
June 30,
2015
|
December 31,
2014
|
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
68,941
|
$
|
107,978
|
||||
Short-term investments
|
12,265
|
4,867
|
||||||
Accounts receivable (net of allowance for doubtful accounts receivable of $2,345 and $2,760 at June 30, 2015 and December 31, 2014, respectively)
|
214,027
|
151,558
|
||||||
Costs and recognized earnings in excess of billings on uncompleted contracts
|
35,573
|
28,098
|
||||||
Deferred tax asset - current
|
1,701
|
1,701
|
||||||
Inventories
|
17,796
|
14,975
|
||||||
Prepaid expenses and other current assets
|
23,746
|
22,455
|
||||||
Assets held for sale
|
8,597
|
3,865
|
||||||
Total current assets
|
382,646
|
335,497
|
||||||
Restricted cash
|
7,188
|
6,467
|
||||||
Long-term investments
|
71,793
|
48,674
|
||||||
Property, plant and equipment, net
|
235,862
|
239,851
|
||||||
Goodwill
|
29,649
|
27,990
|
||||||
Other intangible assets, net
|
27,987
|
31,144
|
||||||
Deferred tax asset - long-term
|
20,998
|
15,811
|
||||||
Other assets
|
18,429
|
18,614
|
||||||
Total assets
|
$
|
794,552
|
$
|
724,048
|
||||
Liabilities, temporary equity and stockholders' equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
81,644
|
$
|
79,794
|
||||
Accrued interconnection costs
|
31,551
|
9,717
|
||||||
Accrued payroll and employee benefits
|
19,222
|
20,023
|
||||||
Accrued expenses and other current liabilities
|
51,640
|
34,042
|
||||||
Billings in excess of costs and recognized earnings on uncompleted contracts
|
29,859
|
41,959
|
||||||
Accrued income taxes
|
912
|
512
|
||||||
Accrued interest
|
2,847
|
3,125
|
||||||
Current portion of long-term debt
|
12,752
|
10,444
|
||||||
Current portion of pension liability
|
6,037
|
5,966
|
||||||
Total current liabilities
|
236,464
|
205,582
|
||||||
Long-term debt
|
374,321
|
332,927
|
||||||
Pension liability
|
28,501
|
31,244
|
||||||
Other liabilities
|
7,754
|
1,617
|
||||||
Total liabilities
|
647,040
|
571,370
|
||||||
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 June 30, 2015 and December 31, 2014; Series A-1 - 10,000 and 11,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively; Series A-2 - 14,000 and 0 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
|
53,013
|
39,845
|
||||||
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 June 30, 2015 and December 31, 2014, respectively
|
26
|
24
|
||||||
Additional paid-in capital
|
150,537
|
147,081
|
||||||
Accumulated deficit
|
(58,157
|
)
|
(41,880
|
)
|
||||
Treasury stock, at cost – 31,626 shares at June 30, 2015 and December 31, 2014, respectively
|
(378
|
)
|
(378
|
)
|
||||
Accumulated other comprehensive loss
|
(20,139
|
)
|
(15,178
|
)
|
||||
Total HC2 Holdings, Inc. stockholders' equity before noncontrolling interest
|
71,889
|
89,669
|
||||||
Noncontrolling interest
|
22,610
|
23,164
|
||||||
Total stockholders' equity
|
94,499
|
112,833
|
||||||
Total liabilities, temporary equity and stockholders' equity
|
$
|
794,552
|
$
|
724,048
|
Manufacturing
Three Months Ended
June 30, 2015
|
Marine Services
Three Months Ended
June 30, 2015
|
Telecommunications
Three Months Ended
June 30, 2015
|
Other (1)
Three Months Ended
June 30, 2015
|
HC2 Holdings, Inc.
Three Months Ended
June 30, 2015
|
||||||||||||||||
Net income (loss)
|
$
|
5,878
|
$
|
10,360
|
$
|
587
|
$
|
(28,041
|
)
|
$
|
(11,216
|
)
|
||||||||
Adjustments to reconcile net income (loss) to Adjusted EBIT:
|
||||||||||||||||||||
(Gain) loss on sale or disposal of assets
|
498
|
-
|
-
|
-
|
498
|
|||||||||||||||
Interest expense
|
366
|
963
|
-
|
8,712
|
10,041
|
|||||||||||||||
Amortization of debt discount
|
-
|
-
|
-
|
84
|
84
|
|||||||||||||||
Other (income) expense, net
|
(7
|
)
|
(35
|
)
|
(1
|
)
|
4,980
|
4,937
|
||||||||||||
Foreign currency transaction (gain) loss
|
-
|
(1,354
|
)
|
(468
|
)
|
-
|
(1,822
|
)
|
||||||||||||
Income tax (benefit) expense
|
4,334
|
6
|
-
|
(1,876
|
)
|
2,464
|
||||||||||||||
Loss from discontinued operations
|
11
|
-
|
-
|
-
|
11
|
|||||||||||||||
Noncontrolling interest
|
499
|
-
|
-
|
(295
|
)
|
204
|
||||||||||||||
Share-based payment expense
|
-
|
-
|
-
|
2,365
|
2,365
|
|||||||||||||||
Acquisition costs
|
-
|
-
|
-
|
1,969
|
1,969
|
|||||||||||||||
Adjusted EBIT
|
11,579
|
9,940
|
118
|
(12,102
|
)
|
9,535
|
||||||||||||||
Depreciation and amortization
|
498
|
4,080
|
98
|
560
|
5,236
|
|||||||||||||||
Depreciation and amortization (included in cost of revenue)
|
1,932
|
-
|
-
|
-
|
1,932
|
|||||||||||||||
Foreign currency (gain) loss (included in cost of revenue)
|
-
|
2,758
|
-
|
-
|
2,758
|
|||||||||||||||
Adjusted EBITDA
|
$
|
14,009
|
$
|
16,778
|
$
|
216
|
$
|
(11,542
|
)
|
$
|
19,461
|
(1)
|
Other also includes Utilities, Life Sciences and Corporate.
|
Manufacturing
Three Months Ended
March 31, 2015
|
Marine Services
Three Months Ended
March 31, 2015
|
Telecommunications
Three Months Ended
March 31, 2015
|
Other (1)
Three Months Ended
March 31, 2015
|
HC2 Holdings, Inc.
Three Months Ended
March 31, 2015
|
||||||||||||||||
Net income (loss)
|
$
|
3,188
|
$
|
1,607
|
$
|
(524
|
)
|
$
|
(9,332
|
)
|
$
|
(5,061
|
)
|
|||||||
Adjustments to reconcile net income (loss) to Adjusted EBIT:
|
||||||||||||||||||||
(Gain) loss on sale or disposal of assets
|
423
|
-
|
50
|
-
|
473
|
|||||||||||||||
Interest expense
|
344
|
996
|
-
|
7,268
|
8,608
|
|||||||||||||||
Amortization of debt discount
|
-
|
-
|
-
|
92
|
92
|
|||||||||||||||
Other (income) expense, net
|
(17
|
)
|
-
|
(5
|
)
|
(171
|
)
|
(193
|
)
|
|||||||||||
Foreign currency transaction (gain) loss
|
-
|
448
|
322
|
1
|
771
|
|||||||||||||||
Income tax (benefit) expense
|
2,569
|
6
|
-
|
(8,408
|
)
|
(5,833
|
)
|
|||||||||||||
Loss from discontinued operations
|
9
|
-
|
-
|
-
|
9
|
|||||||||||||||
Noncontrolling interest
|
85
|
-
|
-
|
(346
|
)
|
(261
|
)
|
|||||||||||||
Share-based payment expense
|
-
|
-
|
-
|
2,235
|
2,235
|
|||||||||||||||
Adjusted EBIT
|
6,601
|
3,057
|
(157
|
)
|
(8,661
|
)
|
840
|
|||||||||||||
Depreciation and amortization
|
478
|
4,030
|
98
|
400
|
5,006
|
|||||||||||||||
Depreciation and amortization (included in cost of revenue)
|
1,875
|
-
|
-
|
-
|
1,875
|
|||||||||||||||
Foreign currency (gain) loss (included in cost of revenue)
|
-
|
(1,823
|
)
|
-
|
-
|
(1,823
|
)
|
|||||||||||||
Adjusted EBITDA
|
$
|
8,954
|
$
|
5,264
|
$
|
(59
|
)
|
$
|
(8,261
|
)
|
$
|
5,898
|
(1)
|
Other also includes Utilities, Life Sciences and Corporate.
|