8-K


 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported May 9, 2016 (May 9, 2016)

HC2 HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-35210
54-1708481
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS. Employer Identification No.)
 
505 Huntmar Park Drive, Suite 325
Herndon, VA 20170
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (703) 865-0700

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    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
    
See Item 7.01 below.

Item 7.01 Regulation FD Disclosure

On May 9, 2016, HC2 Holdings, Inc. (the "Company") issued a press release announcing the Company's financial results for the three months ended March 31, 2016. A copy of the press release is attached as Exhibit 99.1 to this current report and incorporated by reference herein. The Company utilized certain non-GAAP financial measures in the press release that are detailed in the document attached as Exhibit 99.1 to this current report and incorporated by reference herein.

This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), except as shall be expressly set forth by specific reference in such a filing.
 
Cautionary Statement Regarding Forward-Looking Statements

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:  This release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements.  Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words "believes," "expects," "intends," "anticipates," "plans," "seeks," "estimates," "projects," "may," "will," "could," "might," or "continues" or similar expressions.  These statements are based on the beliefs and assumptions of HC2's management and the management of HC2's subsidiaries.  The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company's actual results could differ materially from those expressed in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on Forms 10-K, 10-Q and 8-K.  Factors that could cause actual results, events and developments to differ include, without limitation, capital market conditions, the ability of HC2's subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions, trading characteristics of the HC2 common stock, the ability of HC2 and its subsidiaries to identify any suitable future acquisition opportunities, our ability to realize efficiencies, cost savings, income and margin improvements, growth, economies of scale and other anticipated benefits of strategic transactions, integrating financial reporting of acquired or target businesses, completing pending and future acquisitions and dispositions, litigation and other contingent liabilities, changes in regulations, taxes and risks that may affect the performance of the operating subsidiaries of HC2.  Additional information concerning these and other factors can be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. You should not place undue reliance on forward-looking statements.  All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements.  All such statements speak only as of the date made, and the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits

99.1 Press Release of HC2 Holdings, Inc. dated May 9, 2016

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.
    


 













SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
HC2 Holdings, Inc
 
(Registrant)
 
 
Date: May 9, 2016
By:
/s/ Michael Sena
 
Name:
Michael Sena
 
Title:
Chief Financial Officer




Exhibit

HC2 Holdings Reports First Quarter 2016 Results
New York, May 9, 2016 (GlobeNewswire) - HC2 Holdings, Inc. (“HC2”) (NYSE MKT: HCHC), a diversified holding company that focuses on acquiring and operating businesses that it considers to be under or fairly valued and growing its acquired businesses, today announced its consolidated results for the first quarter 2016, which ended on March 31, 2016.
“The first quarter marked a solid start to the year,” said Philip Falcone, HC2’s Chairman, President and Chief Executive Officer. “Our results highlight the unique value HC2 brings to the market given our diverse holdings across a number of uncorrelated industries. Going forward, we remain committed to being a permanent capital vehicle and pursuing cash flow positive, and select early stage businesses to enhance long-term shareholder value.”
First Quarter Financial Highlights:
Net Revenue: Consolidated total net revenues were $331.7 million for the first quarter 2016, an increase of $129.9 million, or 64.4%, as compared to the first quarter of 2015, primarily driven by growth in the telecom segment, as well as the contribution from the newly acquired Continental Insurance business.

Operating Income / (Loss): HC2 reported a loss of $19.7 million from operations for the first quarter 2016 compared to operating income of $0.1 million for the year-ago quarter. The year-over-year decline was primarily driven by non-cash charges, including mark-to-market charges in the insurance segment's investment portfolio, as well as a one-time charge in the Marine Services segment related to delays associated with one telecommunications installation project.

Net Income / (Loss): HC2 reported a net loss attributable to common and participating preferred stockholders of $31.5 million or $0.89 per fully diluted share for the first quarter 2016, versus a loss of $6.3 million or $0.26 per fully diluted share for the year ago quarter.

Adjusted EBITDA: Adjusted EBITDA for “Core Operating Subsidiaries”, consisting of HC2's Manufacturing, Marine Services, Utilities and Telecommunications segments, was a combined $12.7 million for the quarter, or $18.2 million excluding the one-time charge in Marine Services, versus $14.1 million for the year-ago quarter.
Core Operating Subsidiary results benefited from EBITDA growth in the Manufacturing segment due largely to margin expansion, growth in scale and customer relationships in the Telecommunications segment, and an increase in volume of Gasoline Gallon Equivalents (GGE’s) delivered in the Utilities segment, offset by a decrease in Marine Services.
Total Adjusted EBITDA (excluding the Insurance segment) for the first quarter, which includes results from Core Operating Subsidiaries, Early-Stage, Other and Non-Operating Corporate segments, was $0.3 million, compared to $5.9 million from the year-ago quarter.

Balance sheet: As of March, 31, 2016, HC2 had consolidated cash, cash equivalents and investments of $1.5 billion, which includes cash associated with HC2's Insurance segment acquisitions that closed during the fourth quarter 2015. At the corporate level, HC2 had $40.9 million in cash, cash equivalents and short-term investments at the end of the first quarter.
Additional First Quarter Highlights and Recent Developments
Manufacturing - Backlog in HC2’s Manufacturing segment (Schuff) was $415.0 million at the end of the first quarter, up nearly 10% from the prior quarter and up 36% compared to the prior year quarter.

Marine Services - During the first quarter, Global Marine was awarded an extension of the North America Maintenance Zone (NAZ) submarine cable maintenance contract through 2024. In addition, two new installation contracts were signed in first quarter with scheduled delivery in the second half of 2016. Joint Ventures with HMN (Huawei Marine Networks) and SBSS (China Telecom) continued to be valuable components of the Global Marine business.





Utilities - During the first quarter, ANG delivered 800,000 Gasoline Gallon Equivalents (GGE’s), versus 659,000 GGE’s in the previous quarter and 358,000 in year-ago quarter. ANG owns and/or operates 11 natural gas fueling stations with three additional facilities under construction and scheduled for commission mid-2016, and is currently under contract to acquire two new stations.

Telecommunications - The first quarter 2016 marked the fourth consecutive quarter of profitability for PTGI-ICS with first quarter revenues up $103 million or 221% from the prior-year quarter due to growth in wholesale traffic volumes.

Insurance - Approximately $80.0 million of statutory surplus and $2.0 billion in total GAAP assets as of March 31, 2016.

Strengthened Executive Management Team - Appointed Paul L. Robinson as the Company’s Chief Legal Officer and Corporate Secretary and Andrew G. Backman as Managing Director - Investor Relations and Public Relations, both reporting directly to Philip Falcone, HC2’s Chairman, President and Chief Executive Officer.

Mr. Falcone concluded, “HC2 is a unique Company, with a very promising long-term value proposition. We continue to actively manage our diverse portfolio of companies to drive positive cash flow at our existing subsidiaries and identify and acquire additional undervalued companies, all with the objective of increasing long-term shareholder value.”

Non-GAAP Financial Measures
In this release, HC2 refers to certain financial measures that are not presented in accordance with U.S. generally accepted accounting principles (“GAAP”), including Core Operating Subsidiary Adjusted EBITDA and Total Adjusted EBITDA (excluding the Insurance segment). Management believes that Adjusted EBITDA measures provide investors with meaningful information for gaining an understanding of certain results as it is frequently used by the financial community to provide insight into an organization’s operating trends and facilitates comparisons between peer companies, because interest, taxes, depreciation, amortization and the other items for which adjustments are made as noted in the definition of Adjusted EBITDA below can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA can also be a useful measure of a company’s ability to service debt. In addition, management uses Adjusted EBITDA measures in evaluating certain of the Company’s segments performance because they eliminate the effects of considerable amounts of non-cash depreciation and amortization and items not within the control of the Company’s operations managers. While management believes that these non-US GAAP measurements are useful as supplemental information, such adjusted results are not intended to replace our US GAAP financial results and should be read together with HC2’s results reported under GAAP.
Management defines Adjusted EBITDA as Net income (loss) adjusted to exclude the impact of asset impairment expense; gain (loss) on sale or disposal of assets; lease termination costs; interest expense; loss on early extinguishment or restructuring of debt; other income (expense), net; foreign currency transaction gain (loss); income tax (benefit) expense; gain (loss) from discontinued operations; non-controlling interest; share-based compensation expense; acquisition related and other non-recurring costs and depreciation and amortization. A reconciliation of Adjusted EBITDA to net income, the most comparable measure calculated in accordance with GAAP is included in the financial tables at the end of this release.



Conference Call
HC2 Holdings, Inc. will host a live conference call to discuss its first quarter 2016 financial results and operations today, Monday, May 9, 2016 at 4:30 p.m. ET. Dial-in instructions for the conference call and the replay are as follows:
Live Call
Dial-In (Toll Free): 1-866-395-3893
International Dial-In: 1-678-509-7540
Participant Entry Number: 5431300
Alternatively, a live webcast of the conference call can be accessed by interested parties through the Investor Relations section of the HC2 Website, www.HC2.com.





Conference Replay*
Domestic Dial-In (Toll Free): 1-855-859-2056
International Dial-In: 1-404-537-3406
Conference Number: 5431300
*Available approximately one hour after the end of the conference call through May, 31, 2016.

Cautionary Statement Regarding Forward-Looking Statements
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release contains, and certain oral statements made by our representatives from time to time may contain, forward-looking statements. Generally, forward-looking statements include information describing actions, events, results, strategies and expectations and are generally identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” or “continues” or similar expressions. The forward-looking statements in this press release include without limitation statements regarding our expectation regarding building shareholder value.  Such statements are based on the beliefs and assumptions of HC2's management and the management of HC2's subsidiaries. The Company believes these judgments are reasonable, but you should understand that these statements are not guarantees of performance or results, and the Company’s actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of important factors, both positive and negative, that may be revised or supplemented in subsequent reports on Forms 10-K, 10-Q and 8-K. Such important factors include, without limitation, issues related to the restatement of our financial statements; the fact that we have historically identified material weaknesses in our internal control over financial reporting, and any inability to remediate future material weaknesses; capital market conditions; the ability of HC2's subsidiaries to generate sufficient net income and cash flows to make upstream cash distributions; volatility in the trading price of HC2 common stock; the ability of HC2 and its subsidiaries to identify any suitable future acquisition opportunities; our ability to realize efficiencies, cost savings, income and margin improvements, growth, economies of scale and other anticipated benefits of strategic transactions; difficulties related to the integration of financial reporting of acquired or target businesses; difficulties completing pending and future acquisitions and dispositions; effects of litigation, indemnification claims, and other contingent liabilities; changes in regulations and tax laws; and risks that may affect the performance of the operating subsidiaries of HC2. These risks and other important factors discussed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), and our other reports filed with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release.
You should not place undue reliance on forward-looking statements. All forward-looking statements attributable to HC2 or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made, and HC2 undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
For information on HC2 Holdings, Inc., please contact:
Andrew G. Backman
Managing Director - Investor Relations & Public Relations
abackman@hc2.com
212-339-5836














HC2 HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 
Three Months Ended March 31,
 
2016
 
2015
Services revenue
$
182,109

 
$
73,718

Sales revenue
120,497

 
128,090

Life, accident and health earned premiums, net
19,934

 

Net investment income
14,079

 

Realized losses on investments
(4,875
)
 

Net revenue
331,744

 
201,808

Operating expenses
 
 
 
Cost of revenue - services
174,873

 
61,920

Cost of revenue - sales
99,677

 
110,536

Policy benefits, changes in reserves, and commissions
34,139

 

Selling, general and administrative
36,302

 
23,512

Depreciation and amortization
5,597

 
5,255

Loss on sale or disposal of assets
887

 
473

Total operating expenses
351,475

 
201,696

Income (loss) from operations
(19,731
)
 
112

Interest expense
(10,326
)
 
(8,700
)
Other income (expense), net
110

 
(227
)
Loss from equity investees
(3,934
)
 
(2,688
)
Loss from continuing operations before income taxes
(33,881
)
 
(11,503
)
Income tax benefit
2,539

 
6,014

Loss from continuing operations
(31,342
)
 
(5,489
)
Loss from discontinued operations

 
(9
)
Net loss
(31,342
)
 
(5,498
)
Less: Net income attributable to noncontrolling interest and redeemable noncontrolling interest
880

 
261

Net loss attributable to HC2 Holdings, Inc.
(30,462
)
 
(5,237
)
Less: Preferred stock dividends and accretion
1,069

 
1,088

Net loss attributable to common stock and participating preferred stockholders
$
(31,531
)
 
$
(6,325
)
Basic loss per common share:
 
 
 
Loss from continuing operations
$
(0.89
)
 
$
(0.26
)
Loss from discontinued operations

 

Net loss attributable to common stock and participating preferred stockholders
$
(0.89
)
 
$
(0.26
)
Diluted loss per common share:
 
 
 
Loss from continuing operations
$
(0.89
)
 
$
(0.26
)
Loss from discontinued operations

 

Net loss attributable to common stock and participating preferred stockholders
$
(0.89
)
 
$
(0.26
)
Weighted average common shares outstanding:
 
 
 
Basic
35,262

 
24,146

Diluted
35,262

 
24,146





HC2 HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
 
 
 
 
March 31, 2016
 
December 31, 2015
Assets
 
 
 
Investments:
 
 
 
Fixed maturity securities, available-for-sale at fair value
$
1,278,031

 
$
1,231,841

Equity securities, available-for-sale at fair value
47,557

 
49,682

Mortgage loans
1,145

 
1,252

Policy loans
18,360

 
18,476

Other invested assets
46,009

 
53,119

Total investments
1,391,102

 
1,354,370

Cash and cash equivalents
137,700

 
158,624

Restricted cash
589

 
538

Accounts receivable (net of allowance for doubtful accounts of $1,621 and $794 at March 31, 2016 and December 31, 2015, respectively)
192,607

 
210,853

Costs and recognized earnings in excess of billings on uncompleted contracts
33,143

 
39,310

Inventory
10,636

 
12,120

Recoverable from reinsurers
526,251

 
522,562

Accrued investment income
16,420

 
15,300

Deferred tax asset
44,245

 
52,511

Property, plant and equipment, net
241,848

 
214,466

Goodwill
83,766

 
61,178

Intangibles
37,539

 
29,409

Other assets
44,142

 
65,206

Assets held for sale
4,976

 
6,065

Total assets
$
2,764,964

 
$
2,742,512

Liabilities, temporary equity and stockholders’ equity
 
 
 
Life, accident and health reserves
$
1,614,244

 
$
1,593,330

Annuity reserves
258,644

 
259,460

Value of business acquired
51,130

 
50,761

Accounts payable and other current liabilities
193,137

 
225,389

Billings in excess of costs and recognized earnings on uncompleted contracts
24,643

 
21,201

Deferred tax liability
18,249

 
4,281

Long-term obligations
394,242

 
371,876

Pension liability
22,982

 
25,156

Other liabilities
16,986

 
17,793

Total liabilities
2,594,257

 
2,569,247

Commitments and contingencies
 
 
 
Temporary equity:
 
 
 
Preferred stock, $.001 par value - 20,000,000 shares authorized; Series A - 29,172 shares issued and outstanding at March 31, 2016 and December 31, 2015; Series A-1 - 10,000 shares issued and outstanding at March 31, 2016 and December 31, 2015; Series A-2 - 14,000 shares issued and outstanding at March 31, 2016 and December 31, 2015
52,674

 
52,619

Redeemable noncontrolling interest
3,090

 
3,122

Total temporary equity
55,764

 
55,741

Stockholders’ equity:
 
 
 
Common stock, $.001 par value - 80,000,000 shares authorized; 35,346,536 and 35,281,375 shares issued and 35,314,910 and 35,249,749 shares outstanding at March 31, 2016 and December 31, 2015, respectively
35

 
35

Additional paid-in capital
211,713

 
209,477

Accumulated deficit
(110,191
)
 
(79,729
)
Treasury stock, at cost
(378
)
 
(378
)
Accumulated other comprehensive loss
(14,935
)
 
(35,375
)
Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest
86,244

 
94,030

Noncontrolling interest
28,699

 
23,494

Total stockholders’ equity
114,943

 
117,524

Total liabilities, temporary equity and stockholders’ equity
$
2,764,964

 
$
2,742,512





HC2 HOLDINGS, INC.
ADJUSTED EBITDA
(in thousands)
 
Three Months Ended March 31, 2016
 
Core Operating
Early-Stage and Other
Non-operating Corporate
HC2 Holdings, Inc.
(Excluding Insurance)
Core Financial Services Subsidiaries
(Insurance)
HC2 Holdings, Inc.
 
Manufacturing
 
Marine Services
 
Telecommunications
 
Utilities
 
Total Core Operating
Life Sciences
 
Other
Net income (loss)
$
4,384

 
$
(5,918
)
 
$
1,202

 
$
(27
)
 
$
(359
)
$
1,298

 
$
(5,714
)
$
(13,409
)
$
(18,184
)
$
(12,278
)
$
(30,462
)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
 

 
 

 
 

 
 

 
 

 

 
 

 

 
 

 
Depreciation and amortization
529

 
4,797

 
106

 
429

 
5,861

19

 
336


6,216

 
 
Depreciation and amortization (included in cost of revenue)
1,933

 

 

 

 
1,933


 


1,933

 
 
(Gain) loss on sale or disposal of assets
904

 
(17
)
 

 

 
887


 


887

 
 
Interest expense
310

 
1,070

 

 
9

 
1,389


 

8,937

10,326

 
 
Other (income) expense, net
(44
)
 
612

 
(1,025
)
 
(31
)
 
(488
)
(3,221
)
 
1,224

(1,611
)
(4,096
)
 
 
Foreign currency (gain) loss (included in cost of revenue)

 
(147
)
 

 

 
(147
)

 


(147
)
 
 
Income tax (benefit) expense
3,445

 
(640
)
 

 

 
2,805


 
(1
)
(4,226
)
(1,422
)
 
 
Noncontrolling interest
61

 
(155
)
 

 
(22
)
 
(116
)
(720
)
 
(44
)

(880
)
 
 
Share-based payment expense

 
609

 

 
14

 
623

22

 
160

2,386

3,191

 
 
Acquisition related and other non-recurring costs

 
266

 

 
27

 
293


 
1

2,201

2,495

 
 
Adjusted EBITDA
$
11,522

 
$
477

 
$
283

 
$
399

 
$
12,681

$
(2,602
)
 
$
(4,038
)
$
(5,722
)
$
319

 
 

 
Three Months Ended March 31, 2015
 
Core Operating
Early-Stage and Other
Non-operating Corporate
HC2 Holdings, Inc.
(excluding Insurance)
Core Financial Services Subsidiaries
(Insurance)
HC2 Holdings, Inc.
 
Manufacturing
 
Marine Services
 
Telecommunications
 
Utilities
 
Total Core Operating
Life Sciences
 
Other
Net income (loss)
$
3,188

 
$
1,209

 
$
(524
)
 
$
(113
)
 
$
3,760

$
(1,072
)
 
$
6,475

$
(14,400
)
$
(5,237
)
$

$
(5,237
)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
 

 
 

 
 

 
 

 
 

 

 
 

 

 

 
 
Depreciation and amortization
478

 
4,278

 
98

 
398

 
5,252

1

 
2


5,255

 
 
Depreciation and amortization (included in cost of revenue)
1,875

 

 

 

 
1,875


 


1,875

 
 
(Gain) loss on sale or disposal of assets
423

 

 
50

 

 
473


 


473

 
 
Interest expense
344

 
996

 

 
11

 
1,351


 

7,349

8,700

 
 
Other (income) expense, net
(17
)
 
446

 
317

 
(6
)
 
740


 
(162
)
(351
)
227

 
 
Foreign currency (gain) loss (included in cost of revenue)

 
(1,823
)
 

 

 
(1,823
)

 


(1,823
)
 
 
Income tax (benefit) expense
2,569

 
(120
)
 

 

 
2,449

9

 
(8,418
)
(54
)
(6,014
)
 
 
Loss from discontinued operations
9

 

 

 

 
9


 


9

 
 
Noncontrolling interest
85

 
49

 

 
(108
)
 
26

(288
)
 
1


(261
)
 
 
Share-based payment expense

 

 

 
1

 
1


 
1

2,692

2,694

 
 
Adjusted EBITDA
$
8,954

 
$
5,035

 
$
(59
)
 
$
183

 
$
14,113

$
(1,350
)
 
$
(2,101
)
$
(4,764
)
$
5,898