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):
August 9, 2016

HC2 Holdings, Inc.
 

(Exact name of registrant as specified in its charter)

Delaware
001-35201
54-1708481
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

450 Park Avenue, 30th Floor
 
10022
New York, NY
                       
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:
 
(212) 235-2690
 
505 Huntmar Park Drive, Suite 325, Herndon, VA 20170

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

The information set forth in (and incorporated by reference into) this Item 2.02 shall not be deemed “filed” for purposes of Section  18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 2.02 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On August 9, 2016, HC2 Holdings, Inc. (the “Company”) issued a press release setting forth its second quarter 2016 earnings (the “Earnings Release”).

A copy of the Earnings Release is attached hereto as Exhibit  99.1 and hereby incorporated by reference.

Item 7.01 Regulation FD Disclosure
  
As previously announced, the Company will conduct a conference call today, Tuesday, August 9, 2016 at 5:30 p.m..  The presentation slides to be used during the call will be available on the “Investor Relations” section of the Company’s website (http://www.HC2.com) beginning at 5:30 p.m. ET on Tuesday, August 9, 2016.  The conference call and the presentation slides will be simultaneously webcast on the “Investor Relations” section of the Company’s website beginning at 5:30 p.m. ET on Tuesday, August 9, 2016, and will remain available for future review until September 30, 2016.  The information contained in, or that can be accessed through the Company’s website, is not a part of this filing.
         
The information set forth in (and incorporated by reference into) this Item 7.01 shall not be deemed “filed” for purposes of Section  18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item  9.01 Financial Statements and Exhibits
 
(d) Exhibits

Exhibit
No.
Description
99.1
Press Release of HC2 Holdings, Inc., dated August 9, 2016.
 

SIGNATURES

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.
   
August 9, 2016
By:
/s/ Michael Sena
     
   
Name: Michael Sena
   
Title: Chief Financial Officer
 

Exhibit  Index
 
Exhibit
No.
Description
   
Press Release of HC2 Holdings, Inc., dated August 9, 2016.
 
 



Exhibit 99.1

 
FOR IMMEDIATE RELEASE
 
HC2 Holdings Reports Second Quarter 2016 Results

New York, August 9, 2016 (GlobeNewswire) - HC2 Holdings, Inc. (“HC2”) (NYSE MKT: HCHC), a diversified holding company that focuses on acquiring, operating and growing businesses that it considers to be under or fairly valued, today announced its consolidated results for the second quarter ended on June 30, 2016.

“I am pleased with today’s announcement, as we continued to execute well during the second quarter evidenced by the strength and stability of our core operating subsidiaries driving sequential growth,” said Philip Falcone, HC2’s Chairman, President and Chief Executive Officer. “This quarter’s results further demonstrate the power of our model, which combines a diverse portfolio of cash generating businesses, a strong capital base and significant upside potential in our early stage investments. In the second half of 2016, we will focus on continuing our positive momentum via capital structure and liquidity optimization, active management and expansion of our portfolio.”

Second Quarter Financial Highlights:

Net Revenue: Consolidated total net revenues were $359.3 million for the second quarter of 2016, an increase of $27.5 million or 8.3% compared to the first quarter of 2016, and an increase of $78.3 million, or 27.9% compared to the year-ago quarter, primarily driven by growth in the telecom segment, as well as the contribution from the Company’s Continental Insurance business, which was completed in December 2015.

Net Income / (Loss): HC2 reported Net Income attributable to common and participating preferred stockholders of $0.9 million or $0.02 per fully diluted share for the second quarter of 2016, compared to a loss of $(31.5) million or $(0.89) per fully diluted share for the first quarter of 2016, and a loss of $(12.0) million or $(0.47) per fully diluted share compared to the year ago quarter.  Second quarter 2016 Net Income included a beneficial adjustment to the Company's depreciation and amortization expense of $1.3 million related to the Company’s acquisition of Schuff. Excluding this adjustment, second quarter Net Income (loss) attributable to common and participating preferred stockholders would have been a loss of $(0.4) million or $(0.01) per fully diluted share.

Adjusted EBITDA: Adjusted EBITDA for “Core Operating Subsidiaries”, which includes HC2's Manufacturing, Marine Services, Utilities and Telecommunications segments, was a combined $27.1 million for the second quarter of 2016 compared to $12.7 million in the first quarter of 2016 and $30.8 million in the year-ago quarter.  Core Operating Subsidiary results for the second quarter were driven primarily by the Marine Services segments stable maintenance business, as well as strong performance from the Company’s joint ventures; the Manufacturing segment’s continued strong margins; and the ongoing growth in scale and customer relationships in the Telecommunications segment.
 

 
Total Adjusted EBITDA (excluding the Insurance segment) for the second quarter, which includes results from Core Operating Subsidiaries, Early-Stage, Other and Non-Operating Corporate segments, was $15.2 million, compared to $0.3 million in the first quarter of 2016 and $19.6 million for the year-ago quarter.
 
Balance Sheet: As of June 30, 2016, HC2 had consolidated cash, cash equivalents and investments of $1.6 billion, which includes cash and investments associated with HC2's Insurance segment. At the corporate level, HC2 had $40.3 million in cash and cash equivalents as of June 30, 2016.

Increased Liquidity: In light of improvements in the overall value of the Company’s portfolio, the Collateral Coverage Ratio as calculated under its 11% Senior Secured Notes Due 2019 (the “11% Notes”) for the quarter ending June 30, 2016 was greater than 2.0x. As a result, the applicable period in the Company’s Maintenance of Liquidity covenant under its 11% Notes was reduced from 12 months to six months, resulting in approximately $19 million of incremental available cash and cash equivalents from the $40.3 million balance as of June 30, 2016. Taking into consideration this increased liquidity, available cash and cash equivalents at the end of the second quarter was $21.4 million. The Company noted that if the Collateral Coverage Ratio decreases below 2.0x in the future, the Company’s Maintenance Liquidity Requirement under its 11% Notes would increase back to 12 months.

Additional Second Quarter Highlights and Recent Developments

Manufacturing -  HC2’s Manufacturing segment (Schuff Steel) reported Net Income of $9.4 million for the second quarter of 2016, compared to $4.4 million for the first quarter and $5.9 million for the year-ago quarter. Excluding the $1.3 million prior period beneficial adjustment for depreciation and amortization expense related to the Company’s acquisition of Schuff, Manufacturing Net Income for the second quarter would have been $8.1 million.

Manufacturing Adjusted EBITDA was $13.2 million for the second quarter of 2016, compared to $11.5 million for the first quarter and $14.0 million for the year-ago quarter. Backlog at the end of the second quarter was $344.3 million. Taking into consideration awarded, but unsigned contracts, backlog would be over $500 million. The Company said it continues to see a number of large opportunities in the commercial sector totaling over $400 million in potential new projects that could be awarded over the next three to four months, which are not in the greater than $500 million backlog noted above. These projects include a number of new sporting arenas and stadiums, as well as new healthcare facilities and commercial office buildings.

Marine Services - Global Marine reported Net Income of $6.0 million for the second quarter of 2016, compared to a Net Loss of $(5.9) million for the first quarter and Net Income of $9.4 million for the year-ago quarter. Adjusted EBITDA was $11.8 million for the second quarter of 2016, compared to $0.5 million for the first quarter and $16.4 million for the year-ago quarter. The second quarter 2016 results include a full quarter contribution from the acquisition of offshore renewables specialist CWind. In addition, Global Marine continued to realize stable maintenance revenues during the second quarter, as well as strong performance from its global joint ventures.

Utilities - American Natural Gas (ANG) reported Net Income of $0.07 million for the second quarter of 2016, compared to a Net Loss of $(0.03) million for the first quarter and Net Loss of $(0.13) million for the year-ago quarter. Adjusted EBITDA was $0.54 million for the second quarter of 2016, compared to $0.40 million for the first quarter and $0.14 million for the year-ago quarter. ANG currently owns and/or operates 17 natural gas fueling stations compared to 11 stations at the end of the first quarter of 2016.  ANG continues to expect to own/operate approximately 20 fueling stations by the end of 2016, many of which are in various stages of planning, design and construction.



Telecommunications - Net Income for PTGI-ICS was $1.0 million for the second quarter of 2016, compared to $1.2 million for the first quarter and $0.6 million for the year-ago quarter. Adjusted EBITDA was $1.5 million for the second quarter of 2016, compared to $0.3 million for the first quarter and $0.2 million in year-ago quarter. The second quarter of 2016 marked the fifth consecutive quarter of profitability for PTGI-ICS, driven primarily by growth in wholesale traffic volumes due to continued expansion in the scale and number of customer relationships.

Insurance - As of June 30, 2016, the Insurance companies had approximately $77.0 million of statutory surplus and $2.1 billion in total GAAP assets.

Pansend Life Sciences - During the second quarter, MediBeacon™ Inc., a portfolio company within HC2’s Pansend Life Sciences platform and maker of proprietary, non-invasive, real-time monitoring systems for kidney function, gastrointestinal permeability and other light-activated diagnostics, completed the acquisition of Mannheim Pharma & Diagnostics, a life science company based in Mannheim, Germany. Use of the Manheim technology enhances preclinical assessment of kidney therapeutics, evaluation of nephrotoxicity and fundamental understanding of kidney function in animals. The acquired technology adds to MediBeacon's robust intellectual property assets, which includes a portfolio of fluorescent tracer agents. MediBeacon's system designed for human use is currently in clinical trials.

HC2 Corporate - Subsequent to quarter end, the Company entered into agreements with affiliates of Luxor Capital Partners, LP (“Luxor”) and Corrib Master Fund, Ltd. (“Corrib”) to respectively convert their shares the Company’s Series A-1 Convertible Participating Preferred Stock and Series A Preferred stock into shares of the Company’s common stock. The Company also issued shares of common stock to the investors in place of accrued and unpaid dividends and agreed to issue additional shares in the future in place of any dividends the investors would have been entitled to had they remained holders of the preferred stock. After giving effect to these conversions, the cumulative outstanding accreted value of the Company’s Series A, A-1 and A-2 Convertible Participating Preferred Stock was reduced to $42.7 million.

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, Total Adjusted EBITDA (excluding the Insurance segment) and Adjusted EBITDA for its operating segments.  Management believes that Adjusted EBITDA measures provide investors with meaningful information for gaining an understanding of the Company’s 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. 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 items and depreciation and amortization. A reconciliation of Adjusted EBITDA to net income 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 second quarter 2016 financial results and operations today, Tuesday, August 9, 2016 at 5:30 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: 49610865

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: 49610865

*Available approximately two hours after the end of the conference call through September, 30, 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)
(Unaudited)
 
   
Three Months Ended June 30,
 
Six Months Ended June 30,
   
2016
 
2015
 
2016
 
2015
Services revenue
 
$
197,372
   
$
147,841
   
$
379,481
   
$
221,559
 
Sales revenue
 
125,759
   
133,141
   
246,256
   
261,231
 
Life, accident and health earned premiums, net
 
20,037
   
   
39,971
   
 
Net investment income
 
13,707
   
   
27,786
   
 
Net realized gains (losses) on investments
 
2,418
   
   
(2,457
)
 
 
Net revenue
 
359,293
   
280,982
   
691,037
   
482,790
 
Operating expenses
               
Cost of revenue - services
 
183,193
   
134,589
   
358,066
   
196,509
 
Cost of revenue - sales
 
101,290
   
110,909
   
200,967
   
221,445
 
Policy benefits, changes in reserves, and commissions
 
29,189
   
   
63,328
   
 
Selling, general and administrative
 
35,614
   
26,476
   
71,916
   
49,988
 
Depreciation and amortization
 
5,887
   
5,478
   
11,484
   
10,733
 
(Gain) loss on sale or disposal of assets
 
(1,837
)
 
498
   
(950
)
 
971
 
Lease termination costs
 
338
   
   
338
   
 
Total operating expenses
 
353,674
   
277,950
   
705,149
   
479,646
 
Income (loss) from operations
 
5,619
   
3,032
   
(14,112
)
 
3,144
 
Interest expense
 
(10,569
)
 
(10,125
)
 
(20,895
)
 
(18,825
)
Other income (expense), net
 
430
   
(2,344
)
 
540
   
(2,571
)
Income (loss) from equity investees
 
6,035
   
1,429
   
2,101
   
(1,259
)
Gain (loss) from continuing operations before income taxes
 
1,515
   
(8,008
)
 
(32,366
)
 
(19,511
)
Income tax benefit (expense)
 
(224
)
 
(2,678
)
 
2,315
   
3,336
 
Gain (loss) from continuing operations
 
1,291
   
(10,686
)
 
(30,051
)
 
(16,175
)
Loss from discontinued operations
 
   
(11
)
 
   
(20
)
Net income (loss)
 
1,291
   
(10,697
)
 
(30,051
)
 
(16,195
)
Less: Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest
 
644
   
(204
)
 
1,524
   
57
 
Net income (loss) attributable to HC2 Holdings, Inc.
 
1,935
   
(10,901
)
 
(28,527
)
 
(16,138
)
Less: Preferred stock dividends and accretion
 
1,044
   
1,089
   
2,113
   
2,177
 
Net income (loss) attributable to common stock and participating preferred stockholders
 
$
891
   
$
(11,990
)
 
$
(30,640
)
 
$
(18,315
)
Basic income (loss) per common share:
               
Income (loss) from continuing operations
 
$
0.02
   
$
(0.47
)
 
$
(0.87
)
 
$
(0.74
)
Loss from discontinued operations
 
   
   
   
 
Net income (loss) attributable to common stock and participating preferred stockholders
 
$
0.02
   
$
(0.47
)
 
$
(0.87
)
 
$
(0.74
)
Diluted income (loss) per common share:
               
Income (loss) from continuing operations
 
$
0.02
   
$
(0.47
)
 
$
(0.87
)
 
$
(0.74
)
Loss from discontinued operations
 
   
   
   
 
Net income (loss) attributable to common stock and participating preferred stockholders
 
$
0.02
   
$
(0.47
)
 
$
(0.87
)
 
$
(0.74
)
Weighted average common shares outstanding:
               
Basic
 
35,518
   
25,514
   
35,391
   
24,838
 
Diluted
 
35,643
   
25,514
   
35,391
   
24,838
 


HC2 HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
(Unaudited)
 
   
June 30, 2016
 
December 31, 2015
Assets
       
Investments:
       
Fixed maturity securities, available-for-sale at fair value
 
$
1,323,821
   
$
1,231,841
 
Equity securities, available-for-sale at fair value
 
52,703
   
49,682
 
Mortgage loans
 
4,165
   
1,252
 
Policy loans
 
18,311
   
18,476
 
Other invested assets
 
62,304
   
53,119
 
Total investments
 
1,461,304
   
1,354,370
 
Cash and cash equivalents
 
134,510
   
158,624
 
Restricted cash
 
590
   
538
 
Accounts receivable (net of allowance for doubtful accounts of $1,516 and $794 at June 30, 2016 and December 31, 2015, respectively)
 
221,295
   
210,853
 
Costs and recognized earnings in excess of billings on uncompleted contracts
 
29,957
   
39,310
 
Inventory
 
11,116
   
12,120
 
Recoverable from reinsurers
 
526,158
   
522,562
 
Accrued investment income
 
15,079
   
15,300
 
Deferred tax asset
 
41,062
   
52,511
 
Property, plant and equipment, net
 
243,497
   
214,466
 
Goodwill
 
83,931
   
61,178
 
Intangibles, net
 
36,909
   
29,409
 
Other assets
 
38,801
   
65,206
 
Assets held for sale
 
1,116
   
6,065
 
Total assets
 
$
2,845,325
   
$
2,742,512
 
Liabilities, temporary equity and stockholders’ equity
       
Life, accident and health reserves
 
$
1,625,560
   
$
1,591,937
 
Annuity reserves
 
256,014
   
260,853
 
Value of business acquired
 
49,699
   
50,761
 
Accounts payable and other current liabilities
 
212,438
   
225,389
 
Billings in excess of costs and recognized earnings on uncompleted contracts
 
43,098
   
21,201
 
Deferred tax liability
 
11,514
   
4,281
 
Long-term obligations
 
394,489
   
371,876
 
Pension liability
 
21,419
   
25,156
 
Other liabilities
 
9,896
   
17,793
 
Total liabilities
 
2,624,127
   
2,569,247
 
Commitments and contingencies
       
Temporary equity:
       
Preferred stock, $.001 par value - 20,000,000 shares authorized; Series A - 28,308 and 29,172 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively; Series A-1 - 10,000 shares issued and outstanding at June 30, 2016 and December 31, 2015; Series A-2 - 14,000 shares issued and outstanding at June 30, 2016 and December 31, 2015
 
51,854
   
52,619
 
Redeemable noncontrolling interest
 
2,811
   
3,122
 
Total temporary equity
 
54,665
   
55,741
 
Stockholders’ equity:
       
Common stock, $.001 par value - 80,000,000 shares authorized; 35,605,957 and 35,281,375 shares issued and 35,574,331 and 35,249,749 shares outstanding at June 30, 2016 and December 31, 2015, respectively
 
36
   
35
 
Additional paid-in capital
 
218,478
   
209,477
 
Accumulated deficit
 
(108,256
)
 
(79,729
)
Treasury stock, at cost
 
(378
)
 
(378
)
Accumulated other comprehensive gain (loss)
 
27,577
   
(35,375
)
Total HC2 Holdings, Inc. stockholders’ equity before noncontrolling interest
 
137,457
   
94,030
 
Noncontrolling interest
 
29,076
   
23,494
 
Total stockholders’ equity
 
166,533
   
117,524
 
Total liabilities, temporary equity and stockholders’ equity
 
$
2,845,325
   
$
2,742,512
 
 

HC2 HOLDINGS, INC.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(in thousands)
(Unaudited)
 
 
Three Months Ended June 30, 2016
 
Core Operating
Early Stage & Other
Non-operating Corporate
HC2**
 
Manufacturing
 
Marine Services
 
Telecom
 
Utilities
 
Total Core Operating
Life Sciences
 
Other and Eliminations
Net income (loss)
$
9,364
   
$
6,002
   
$
1,009
   
$
68
   
$
16,443
 
$
(2,004
)
 
$
(2,608
)
$
(7,603
)
$
4,228
 
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
                           
Depreciation and amortization
303
   
5,725
   
140
   
468
   
6,636
 
36
   
336
 
 
7,008
 
Depreciation and amortization (included in cost of revenue)*
(206
)
 
   
   
   
(206
)
   
 
 
(206
)
(Gain) loss on sale or disposal of assets
(1,845
)
 
7
   
   
   
(1,838
)
   
1
 
 
(1,837
)
Lease termination costs
   
   
338
   
   
338
 
   
 
 
338
 
Interest expense
303
   
1,285
   
   
14
   
1,602
 
   
1
 
8,966
 
10,569
 
Other (income) expense, net
(32
)
 
211
   
29
   
(344
)
 
(136
)
   
(10
)
465
 
319
 
Foreign currency (gain) loss (included in cost of revenue)
   
(1,540
)
 
   
   
(1,540
)
   
 
 
(1,540
)
Income tax (benefit) expense
4,524
   
(212
)
 
   
   
4,312
 
   
1
 
(9,404
)
(5,091
)
Noncontrolling interest
768
   
200
   
   
244
   
1,212
 
(812
)
 
(1,044
)
 
(644
)
Share-based payment expense
   
152
   
   
90
   
242
 
34
   
40
 
1,359
 
1,675
 
Acquisition and nonrecurring items
   
   
18
   
   
18
 
     
313
 
331
 
Adjusted EBITDA
$
13,179
   
$
11,830
   
$
1,534
   
$
540
   
$
27,083
 
$
(2,746
)
 
$
(3,283
)
$
(5,904
)
$
15,150
 


 
Three Months Ended June 30, 2015
 
Core Operating
Early Stage & Other
Non-operating Corporate
HC2**
 
Manufacturing
 
Marine Services
 
Telecom
 
Utilities
 
Total Core Operating
Life Sciences
 
Other and Eliminations
Net income (loss)
$
5,878
   
$
9,398
   
$
587
   
$
(134
)
 
$
15,729
 
$
(1,383
)
 
$
(2,232
)
$
(22,885
)
$
(10,771
)
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
                           
Depreciation and amortization
499
   
4,324
   
98
   
397
   
5,318
 
1
   
159
 
 
5,478
 
Depreciation and amortization (included in cost of revenue)
1,932
   
   
   
   
1,932
 
   
 
 
1,932
 
Loss on sale or disposal of assets
498
   
   
   
   
498
 
   
 
 
498
 
Interest expense
366
   
963
   
   
11
   
1,340
 
   
1
 
8,784
 
10,125
 
Other (income) expense, net
(6
)
 
(1,388
)
 
(469
)
 
(7
)
 
(1,870
)
   
(1,128
)
5,342
 
2,344
 
Foreign currency (gain) loss (included in cost of revenue)
   
2,758
   
   
   
2,758
 
   
 
 
2,758
 
Income tax (benefit) expense
4,335
   
38
   
   
   
4,373
 
(9
)
 
(1,571
)
(115
)
2,678
 
Loss from discontinued operations
11
   
   
   
   
11
 
   
 
 
11
 
Noncontrolling interest
499
   
310
   
   
(129
)
 
680
 
(475
)
 
(1
)
 
204
 
Share-based payment expense
   
   
   
2
   
2
 
   
(2
)
2,364
 
2,364
 
Acquisition and nonrecurring items
   
   
   
   
 
   
 
1,969
 
1,969
 
Adjusted EBITDA
$
14,012
   
$
16,403
   
$
216
   
$
140
   
$
30,771
 
$
(1,866
)
 
$
(4,774
)
$
(4,541
)
$
19,590
 

(*) Includes depreciation adjustments from purchase accounting as fully described previously within the Second Quarter Financial Highlights.
(**) Excludes net loss from Insurance segment in the amount of $2.3 million and $0.1 million for the three months ended June 30, 2016 and 2015, respectively.

 
 
Three Months Ended March 31, 2016
 
Core Operating
Early Stage & Other
Non-operating Corporate
HC2**
 
Manufacturing
 
Marine Services
 
Telecom
 
Utilities
 
Total Core Operating
Life Sciences
 
Other and Eliminations
Net income (loss)
$
4,384
   
$
(5,918
)
 
$
1,202
   
$
(27
)
 
$
(359
)
$
1,298
   
$
(10,494
)
$
(13,409
)
$
(22,966
)
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
)
 
6,006
 
(1,611
)
687
 
Foreign currency (gain) loss (included in cost of revenue)
   
(147
)
 
   
   
(147
)
   
 
 
(147
)
Income tax (benefit) expense
3,445
   
(640
)
 
   
   
2,805
 
   
 
(4,226
)
(1,422
)
Noncontrolling interest
61
   
(155
)
 
   
(22
)
 
(116
)
(720
)
 
(44
)
 
(880
)
Share-based payment expense
   
609
   
   
14
   
623
 
22
   
159
 
2,386
 
3,191
 
Acquisition and nonrecurring items
   
266
   
   
27
   
293
 
     
2,201
 
2,494
 
Adjusted EBITDA
$
11,522
   
$
477
   
$
283
   
$
399
   
$
12,681
 
$
(2,602
)
 
$
(4,037
)
$
(5,722
)
$
319
 

(**) Excludes net loss from Insurance segment in the amount of $7.5 million for the three months ended March 31, 2016.