FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2017
HC2 HOLDINGS, INC.
Delaware | 001-35210 | 54-1708481 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
450 Park Avenue, 30th Floor | ||
New York, NY 10022 | ||
(Address of principal executive offices) | ||
(212) 235-2690 | ||
(Registrant’s telephone number, including area code) | ||
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | ☐ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
Item 7.01 Regulation FD Disclosure
On November 8, 2017, HC2 Holdings, Inc. (the “Company”) posted an updated Company Overview presentation to its Investor Relations section of the Company’s website at http://www.hc2.com, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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
Item No. | Description |
HC2 Holdings, Inc. Company Overview dated November 8, 2017. | |
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. | ||
November 8, 2017 | By: | /s/ Michael J. Sena |
Name: Michael J. Sena | ||
Title: Chief Financial Officer | ||
HC2 HOLDINGS, INC.
© HC2 Holdings, Inc. 2017
Corporate Overview
November 2017
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Special Note Regarding Forward-Looking Statements. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This presentation 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 presentation 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 and portfolio companies. 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 the Company to complete its proposed bridge loan; the
ability of HC2's subsidiaries and portfolio companies 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 and portfolio companies 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 and portfolio companies 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 presentation .
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.
Non-GAAP Financial Measures
In this presentation, 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 Insurance) and Insurance AOI.
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 noncash 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 depreciation and amortization; amortization of equity method fair value adjustments at
acquisition; (gain) loss on sale or disposal of assets; lease termination costs; asset impairment expense; (gain) loss on early extinguishment or restructuring of debt; interest expense; net gain (loss)
on contingent consideration; other (income) expense, net; foreign currency transaction (gain) loss included in cost of revenue; income tax (benefit) expense; (gain) loss from discontinued
operations; noncontrolling interest; bonus to be settled in equity; share-based compensation expense; non-recurring items; and acquisition costs. Adjusted EBITDA excludes results of our
Insurance segment. A reconciliation of Adjusted EBITDA to Net income (loss) is included in the financial tables at the end of this release.
Management recognizes that using Adjusted EBITDA as a performance measure has inherent limitations as an analytical tool as compared to net income (loss) or other U.S. GAAP financial
measures, as these non-GAAP measures exclude certain items, including items that are recurring in nature, which may be meaningful to investors. As a result of the exclusions, Adjusted EBITDA
should not be considered in isolation and do not purport to be alternatives to net income (loss) or other U.S. GAAP financial measures as a measure of our operating performance.
Management believes that Insurance AOI measures, used frequently in the insurance industry, provide investors with meaningful information for gaining an understanding of certain results and
provides insight into an organization’s operating trends and facilitates comparisons between peer companies.
Management defines Insurance AOI as Net income (loss) for the Insurance segment adjusted to exclude the impact of net investment gains (losses), including other-than-temporary impairment
losses recognized in operations; asset impairment; intercompany elimination; non-recurring items; and acquisition costs. Management believes that Insurance AOI provides a meaningful
financial metric that helps investors understand certain results and profitability. While these adjustments are an integral part of the overall performance of the Insurance segment, market
conditions impacting these items can overshadow the underlying performance of the business. Accordingly, we believe using a measure which excludes their impact is effective in analyzing the
trends of our operations.
By accepting this document, each recipient agrees to and acknowledges the foregoing terms and conditions.
Safe Harbor Disclaimers
1
Company Overview
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Holdings, Inc.
3
W ho W e Are
W ha t W e Do
Di v ers i f i ed h o l d i n g c omp a n y
Pe r man ent c a p i ta l
S t r a teg ic a n d f i n a n c i a l p a r tne r
Te a m o f v i s ion ar ie s
B u y a n d b u i l d c omp a n ies
E x e cute b u s in es s p l a n s
De l i v e r s u s ta i nab l e v a l ue f o r
s h a reh o lders
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Investment Highlights
4
Why Invest in HC2?
Leadership team has diverse network resulting in unique deal flow
Unique combination of operating entities accessible through one
investment
– Controlling stakes in leading, stable, cash flow generating businesses
– Option value opportunities with significant equity upside potential
Long-term strategy allows management teams the ability to
execute business plans
Diversification across a number of industries
Financial flexibility
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Clear focus on delivering sustainable value for all stakeholders
Value operator with long-term outlook
Acquire controlling equity interests in diverse industries creating value through growth in operating
subsidiaries
Strong capital base allows funding of subsidiary growth
Speed of execution gives HC2 a competitive advantage over traditional private equity firms
Env i s ion
Execute Empower
– Seek to build value over the long-term
– Expansive network results in unique deal flow
– Target a barbell investment strategy
• Stable cash flow generation
• Early-stage companies with option value
Env i s ion
– Partner with experienced
management teams
– Establish specific operating objectives
– Provide financial expertise
– Help execute strategy
E m p o w e r M a n a g e m e nt
– Focus on speed of execution
– Capitalize on opportunities
– Deliver sustainable value
Execute
HC2 Value Philosophy
5
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Company Snapshot
6
Early Stage and Other Holdings
Core Operating Subsidiaries
One of the largest steel
fabrication and erection
companies in the U.S.
Recently changed name to
DBM Global Inc.
Offers full suite of integrated
steel construction and
professional services
92% ownership
Construction:
DBM GLOBAL (SCHUFF)
Leading provider of subsea
cable installation,
maintenance and
protection in telecom,
offshore power and oil & gas
JV’s with Huawei Marine
Networks & S.B. Submarine
Systems (China Telecom)
Acquired 100% interest in
offshore renewables
specialist CWind
95% ownership
Marine Services:
GMSL
Premier distributor of natural
gas motor fuel throughout
the U.S.
Currently own or operate
~40 natural gas fueling
stations throughout United
States; Up from two stations
since HC2’s initial
investment in August 2014
49.9% ownership
Energy:
ANG
Telecom:
PTGI ICS
One of the largest
International wholesale
telecom service companies
Global sales presence
Internal and scalable
offshore back office
operations
100% ownership
Life Sciences: PANSEND
MediBeacon: Unique non-invasive real-time monitoring of kidney function
R2 Dermatology: Medical device to brighten skin based on Mass. General Hospital technology
BeneVir: Oncolytic viral immunotherapy for treatment of solid cancer tumors
Genovel: Novel, Patented, “Mini Knee” and “Anatomical Knee” replacements
Triple Ring Technologies: R&D engineering company specializing in medical devices,
homeland security, imaging, sensors, optics, fluidics, robotics & mobile healthcare
Core Financial
Services Subsidiaries
Executive Chair:
James P. Corcoran
Acquisition of American
Financial Group’s long-term
care and life insurance
businesses
100% ownership
~$73m of statutory surplus
~$84m total adjusted capital
~$2.1b total GAAP assets
~$1.3b cash & invested assets
Insurance:
CIG
All data as of September 30, 2017 unless otherwise noted
Construction formerly Manufacturing; Energy formerly Utilities
704Games (Formerly DMR)
Owns worldwide exclusive
licensing rights to NASCAR®
simulation style racing titles
on interactive
entertainment
platforms
Other:
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Executive Leadership Team
7
Philip A. Falcone
Chairman of the Board,
Chief Executive Officer and President
Michael J. Sena
Chief Financial Officer
Paul K. Voigt
Senior Managing Director
Joseph A. Ferraro
Chief Legal Officer & Corporate Secretary
Suzi Raftery Herbst
Chief Administrative Officer
Andrew G. Backman
Managing Director
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
$-
$2
$4
$6
$8
$10
$12
$14
HC2 Stock Performance & Timeline
8 Note: As a result of the Schuff Tender, HC2’s ownership increased to 89% and subsequently through open market share purchases increased to 92%
5/29/2014
HC2 Acquires
Schuff (65%)
HC2 Acquires
Global Marine (97%)
9/22/2014
HC2 Announces
Results of Schuff
Tender Offer
10/7/2014
$250M Senior
Secured
Notes
Offering
11/20/2014
NYSE MKT Listing
Announced
12/23/2014
HC2 Forms Continental
Insurance Group
4/14/2015
$50M Tack-On to
Senior Secured Notes
3/23/2015
HC2 Acquires
Interest in Gaming
Nation
6/10/2015
HC2 closes LTC and Life
Insurance Acquisition
12/24/2015
Global Marine Acquires
Majority Interest in CWind
2/3/2016
R2 Dermatology
Receives FDA Approval
10/5/2016
2014 2015 2016 2017
$55M Tack-On
Senior Secured
Notes
1/31/2017
Company
Renamed "HC2"
4/14/2014
HRG Group
Acquires Majority
Interest in "PTGi“
1/8/2014
8/01/2014
HC2 Initial Investment
in ANG
MediBeacon
Awarded Gates
Foundation grant
10/18/2016
MediBeacon Completes
Pilot Two Testing
3/2/2017
ANG Adds 18
CNG Stations
Through Two
Transactions
12/15/2016
BeneVir Granted New Oncolytic
Immunotherapy Patent
4/15/2017
$59M Equity Offering
11/9/2015
Transfer Listing to NYSE
5/16/2017
$38M Tack-On
Senior Secured Notes
6/27/2017
HC2 Announces Acquisition of Majority
Interest in DTV America
6/27/2017
R2 Dermatology Receives 2nd FDA
Approval
7/12/17
Continental General Insurance Announces
Acquisition of Humana LTC Business
11/6/17
HC2 Announces Purchase of
Assets of Mako Communications
9/13/2017
Segment Detail
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
DBM Global Inc. (Schuff Intl.) – Company Snapshot
10
DBM Global Inc. is focused on delivering world class, sustainable value to its clients through a
highly collaborative portfolio of companies which provide better designs, more efficient
construction and superior asset management solutions
The Company offers integrated steel construction services from a single source and
professional services which include design-assist, design-build, engineering, BIM
participation, 3D steel modeling/detailing, fabrication, advanced field erection, project
management and state-of-the-art steel management systems
Major market segments include commercial, healthcare, convention centers, stadiums,
gaming and hospitality, mixed use and retail, industrial, public works, bridges, transportation
and international projects
Business Description:
Rustin Roach – President and CEO
Michael Hill – CFO and Treasurer
Scott Sherman – VP, General Counsel
Select Management:
Select Customers:
DC United
L.A. Rams
Sacramento Kings
Apple
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
DBM Global Inc. (Schuff Intl.) – Company Snapshot
11
Core
Activities
The largest structural
steel fabricator and
erector in the U.S.
In-house structural &
design engineering
expertise
Provides structural
steel fabrication &
erection services
for smaller
projects
leveraging
subcontractors
and in-house
project managers
Manufactures
equipment for use in
the petrochemical oil &
gas industries, such as:
pollution control
scrubbers, tunnel liners,
pressure vessels,
strainers, filters &
separators
A highly
experienced
global Detailing
and 3D BIM
Modelling
company
A global Building
Information
Modelling (BIM),
Steel Detailing
and Rebar
Detailing firm
The premiere
Bridge and
Complex
Structures
Detailing and
Building
Information
Modelling (BIM)
firm in N.A.
Products
and
Service
Offerings
Structural Steel
fabrication
Steel erection services
Structural engineering
& design services
Preconstruction
engineering services
BIM (Building
Information Modeling)
Project Management
(proprietary SIMS
plat.)
Structural Steel
fabrication
(subcontracted)
Steel erection
services
(subcontracted)
Project
Management
(proprietary SIMS
platform)
Design engineering
Fabrication services
Steel Detailing
3D BIM Modelling
BIM Management
Integrated Project
Delivery (IPD)
3D Animation and
Visualization
Steel Detailing
Rebar Detailing
3D BIM Modelling
Connection
Design
Forensic
Modelling &
Animation
Bridge Detailing
Steel Detailing
3D BIM Modelling
Connection
Design
Industries
Served
Commercial
Conv. & Event
Centers
Energy
Government
Healthcare
Industrial & Mining
Infrastructure
Leisure
Retail
Transportation
Commercial
Government
Healthcare
Leisure
Retail
Transportation
Petrochemical
Oil & gas infrastructure
Pipelines
Commercial
Conv. & Event
Centers
Energy
Government
Healthcare
Industrial & Mining
Infrastructure
Leisure
Retail
Transportation
Commercial
Conv. & Event
Centers
Energy
Government
Healthcare
Industrial & Mining
Infrastructure
Leisure
Retail
Transportation
Bridge
Commercial
Conv. & Event
Centers
Energy
Government
Infrastructure
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Global Marine Group – Company Snapshot
12
“Engineering a Clean and Connected Future”
Leading provider of offshore marine engineering delivered via two business units:
Global Marine: Focusing on the telecommunications sector
CWind: Focused on offshore renewables and power
Founded in 1850 - Headquartered in UK with major regional hub in Singapore and an
established European base in Germany
Global Marine Group - Business Description:
Installed roughly 21% of the world's
subsea fiber optic cable, amounting to
300,000km
In maintenance, Global Marine benefits
from long-term contracts with high
renewal rates; Responsible for 385,000km
of the total 1,200,000km of global in-
service cable
Significant opportunities in Telecom
through 49% owned strategic joint
ventures with Huawei Technologies
(HMN) and China Telecom (SBSS)
Global Marine Highlights:
Responsible for the Global Marine Group’s
power cable capabilities
CWind delivers a broad spectrum of
topside and subsea services to developers
and has experience at over 40 wind farms
to date
CWind is strongly differentiated as the only
integrated service provider
CWind is recognized for having the most
fuel efficient Crew Transport Vessel (CTV)
fleet in the market
CWind Highlights:
10-12-17: Global Marine Group announces acquisition of Fugro’s Trenching & Cable Lay Services Business. The transaction expected to close in fourth quarter 2017
Select Customers:
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Global Marine Group – Company Snapshot
13
Core
Activities
Maintenance
Provision of vessels on
standby to repair fiber optic
telecom cables in defined
geographic zones
Location of fault, cable
recovery, jointing and re-
deployment of cables
Operation of depots storing
cable and spare parts across
the globe
Management of customer
data through the life of the
cable system
Installation
Provision of turnkey repeated
telecom systems via Huawei
Marine Networks (“HMN”)
joint-venture
Installation contracts for
telecom customers
Services include route
planning, route survey, cable
mapping, route engineering,
laying, trenching and burial
at all depths
Fiber optic communications
and power infrastructure to
offshore platforms
Permanent Reservoir
Monitoring (“PRM”) systems
Wind Farm
Offshore wind planning,
construction and operations
& maintenance support
services
Fleet of Crew Transfer Vessels
(CTVs) which have a
historically high utilisation and
are positioned 4th in the overall
CTV market
Over 250 certified &
experienced personnel
including technicians, riggers,
slingers, lifting supervisors &
foremen
Offshore training facility
Power Cable
Installation for inter-array
power cables for offshore
wind market
Maintenance provision,
including cable storage,
power joint development and
vessel availability
Offshore wind planning,
Interconnector installation
Services include route
planning, route survey, cable
mapping, route engineering,
laying, trenching and burial at
all depths
Vessels
Cable Retriever
Pacific Guardian
Wave Sentinel
Cable Innovator
C.S. Sovereign
CS Recorder
Networker
16 owned Crew Transfer
Vessels in CWind Fleet
C.S. Sovereign
CS Recorder
Joint
Ventures
Sino British Submarine Systems
in Asia (SBSS); Joint venture
(49%) with China Telecom
International Cableship Pte
Ltd (“ICPL”)
Joint venture (30%) with
SingTel and ASEAN Cableship
SCDPL; Joint venture (40%)
with SingTel
Huawei Marine Networks;
Joint venture (49%) with
Huawei Technologies
Sino British Submarine Systems
in Asia (SBSS); Joint venture
(49%) with China Telecom
National Wind Farm Training
Centers (100%)
Sino British Submarine Systems
in Asia; Joint venture (49%)
with China Telecom
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
American Natural Gas – Company Snapshot
14
Designs, builds, owns, operates and maintains compressed
natural gas commercial fueling stations for transportation
Current ownership 49.9% with ability to increase to 63%
In-depth experience in the natural gas fueling industry
Building a premier nationwide network of publically accessible heavy duty CNG
fueling stations throughout the United States designed and located to serve fleet
customers
– Acquired 18 CNG stations from Questar Fueling Co. and Constellation CNG (4Q16)
– Currently ~40 stations owned and/or operated in 15 states across the United States*
– Expect to expand station footprint via organic and select M&A opportunities
American transportation sector is rapidly converting from foreign-dependent
diesel fuel to clean burning natural gas:
– Dramatically reduces emissions
– Extends truck life
– Significantly reduces fuel cost
Given the cost effectiveness of CNG, its environmental friendliness and the
abundance of natural gas reserves in the United States, CNG is the best candidate
for alternatives to gasoline and diesel for the motor vehicle market
All data as of September 30, 2017 unless otherwise noted
*Including stations under development
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
PTGi International Carrier Services (“PTGi ICS”)
15
Leading international wholesale telecom
service company providing voice and data
call termination to the telecom industry worldwide
Provides transit and termination of telephone calls through its own global
network of next-generation IP soft switches and media gateways,
connecting the networks of incumbent telephone companies, mobile
operators and OTT companies worldwide
Restructured in 2014 PTGi ICS now delivers industry leading technology via
best of breed sales and operational support teams
– 3Q17: Tenth consecutive quarter of positive Adjusted EBITDA
– 3Q17: Fifth consecutive quarter of cash dividend to HC2
In business since 1997, recognized as a trusted business partner globally
Headquartered in Herndon, Virginia with representation across North
America, South America, the Middle East and Europe
All data as of September 30, 2017 unless otherwise noted
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Continental Insurance Group – Company Snapshot
16
April 2015: HC2 established Continental Insurance Group (“CIG”) as its insurance platform
led by industry veteran Jim Corcoran, as Executive Chairman
December 2015: HC2 completed the acquisition of American Financial Group’s long-term
care and life insurance businesses, United Teacher Associates Insurance Company and
Continental General Insurance Company
The formation of Continental Insurance Group (“CIG”) to invest in the long-term care
and life insurance sector is consistent with HC2’s overall strategy of taking advantage
of dislocated and undervalued operating businesses
Through CIG, HC2 intends to build an attractive platform of insurance businesses
James P. Corcoran, Executive Chair, has extensive experience in the insurance
industry on both the corporate and regulatory side as the former Superintendent of
Insurance of the State of New York
Key measures as of September 30, 2017:
– Statutory Surplus ~$73 million / Total Adjusted Capital ~$84 million
– GAAP Assets of ~$2.1 billion / Cash and Invested Assets ~$1.3 billion
Signed Definitive Agreement to Acquire Humana’s Long-Term Care Insurance
Business*
– Total Statutory Capital ~$150 million; ~$2.3 billion of cash and invested assets as of June 30, 2017
– Immediately accretive to Continental’s Risk Based Capital ratio and Statutory Capital
– Once completed, Continental will have approximately $3.5 billion in cash and invested assets
All data as of September 30, 2017 unless otherwise noted
* Humana acquisition expected to close by 3Q18
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Pansend
17
All data as of September 30, 2017 unless otherwise noted
HC2’s Pansend Life Sciences Segment Is Focused on the
Development of Innovative Healthcare Technologies and Products
80% equity ownership of company focused on immunotherapy; Oncolytic virotherapy for treatment of solid
cancer tumors
Founded by Dr. Matthew Mulvey & Dr. Ian Mohr (who co-developed T-Vec); Biovex (owner of T-Vec) acquired
by Amgen for ~$1billion
Benevir’s T-Stealth is a second generation oncolytic virus with new features and new intellectual property
BeneVir holds exclusive worldwide license to develop BV-2711 (T-Stealth)
Granted new patent entitled “Oncolytic Herpes Simplex Virus and Therapeutic Uses Thereof”, covering the composition of
matter for Stealth-1H, BeneVir’s lead oncolytic immunotherapy, as well as other platform assets (2Q17)
74% equity ownership of dermatology company focused on lightening and brightening skin
Founded by Pansend in partnership with Mass. General Hospital and inventors Dr. Rox Anderson,
Dieter Manstein and Dr. Henry Chan
Over $20 billion global market
Received Food and Drug Administration approval for the R2 Dermal Cooling System (4Q16)
Received Food and Drug Administration approval for second generation R2 Dermal Cooling System (2Q17)
80% equity ownership in company with unique knee replacements based on technology from Dr. Peter Walker, NYU Dept.
of Orthopedic Surgery and one of the pioneers of the original Total Knee.
“Mini-Knee” for early osteoarthritis of the knee; “Anatomical Knee” – A Novel Total Knee Replacement
Strong patent portfolio
50% equity ownership in company with unique technology and device for monitoring of real-time kidney function
Current standard diagnostic tests measure kidney function are often inaccurate and not real-time
MediBeacon’s Optical Renal Function Monitor will be first and only, non-invasive system to enable real-time, direct monitoring
of renal function at point-of-care
$3.5 billion potential market
Successfully completed a key clinical study of its unique, real-time kidney monitoring system on subjects with impaired kidney
function at Washington University in St. Louis. (1Q17)
Profitable technology and product development company
Areas of expertise include medical devices, homeland security, imaging systems, sensors, optics, fluidics, robotics and mobile
healthcare
Located in Silicon Valley and Boston area with over 90,000 square feet of working laboratory and incubator space
Contract R&D market growing rapidly
Customers include Fortune 500 companies and start-ups
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
704Games
(Formerly Dusenberry Martin Racing (DMi, Inc.))
18
On December 31, 2014, HC2 / DMR (re-branded 704Games)
completed a $6 million asset purchase agreement to acquire
worldwide exclusive licensing rights to NASCAR® simulation
style racing titles on interactive entertainment platforms
Owns all the code, artwork and animation previously developed for legacy games
Headquartered in Charlotte, NC in NASCAR® Headquarters building (NASCAR ® Plaza)
License also extends to NASCAR® racetracks and all the leading NASCAR® race teams and drivers
Since inception, 704Games developed an all-new NASCAR® racing simulation game, NASCAR Heat
Evolution, for PlayStations 4, Xbox One and PC, as well as NASCAR-themed mobile trivia and slots
games
In April, 2016, DMR secured $8.0m in additional equity growth capital from consortium of
new investors including superstar drivers Joey Logano and Brad Keselowski
NASCAR® Heat Evolution successfully released on September 13, 2016
NASCAR® Heat Evolution announced 2017 Team Update available February 21, 2017
– Team & Roster Updates, New Drivers, New Paint Schemes, 2017 NASCAR® Schedule, etc.
DMR Re-brands to 704Games – Appoints racing industry veteran Paul Brooks as CEO
and Brad Keselowski to Board of Directors (March 2017)
NASCAR® Heat Mobile game released (May 2017)
NASCAR® Heat 2 released on September 12, 2017
All data as of September 30, 2017 unless otherwise noted
Appendix:
3Q17 Highlights /
Select Financial Data
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
The HC2 Approach
20
Diverse portfolio of uncorrelated assets and investments
Active management methodology to creating shareholder value by
driving asset and capital appreciation of subsidiary and investment
holdings
Continue to drive organic and inorganic growth; Increasing “Core
Operating Subsidiary” Revenue and Adjusted EBITDA
Well-positioned to opportunistically capitalize and build platform in both
public and private markets
– Rigorous commitment to realize synergies and optimize resources
– Approach focused on control / implied control of acquisitions & investments
Continued focus on both cash flow and growth opportunities provides
shareholders with a unique balance of stability and option value
Look to not only create, but ultimately extract and monetize value where
and when necessary
*
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Consolidated Financial Summary
21
($m) Q3 2017 Q3 2016 YTD 2017 YTD 2016
Statement of
Operations
(Selected Financial Data)
Total Net Revenue $406.4 $413.1 $1,175.6 $1,104.1
Total Operating Expenses $395.8 $406.2 $1,175.3 $1,110.5
Income Loss From Operations $10.6 $6.9 $0.3 ($6.4)
Interest Expense ($13.2) ($10.7) ($39.4) ($31.6)
Income From Equity Investees $1.0 $0.3 $12.7 $3.2
Income (loss) Before Taxes $4.5 ($6.7) ($28.5) ($39.1)
Net Loss attributable to common
and participating preferred
($6.7) ($7.5) ($40.5) ($38.1)
Non-GAAP
Measures
Core Operating Adjusted EBITDA $27.3 $31.5 $73.0 $71.3
Total Adjusted EBITDA $9.8 $18.2 $31.1 $33.7
Insurance AOI $3.7 ($1.7) $5.4 ($9.0)
All data as of September 30, 2017 unless otherwise noted
Construction formerly Manufacturing; Energy formerly Utilities
Note: Reconciliations of Adjusted EBITDA and Adjusted Operating Income to U.S. GAAP Net Income in appendix.. Adjusted Operating Income for Q1 2016 has been adjusted to exclude certain intercompany
eliminations to better reflect the results of the Insurance segment, and remain consistent with internally reported metrics. Additional details in appendix. Q1 2016 benefitted from the release of valuation
allowance impacting the net tax provision
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
3Q17 Highlights and Recent Developments
22
Third quarter performance and recent initiatives once again highlight the unique value
HC2 brings to the market with our diverse, uncorrelated industry holdings
– Construction: $656 million record backlog; ~$900 million inclusive of contracts awarded, but
not yet signed including sporting arenas/stadiums, commercial office buildings and
convention centers; Recently awarded major contract for new Los Angeles Rams and Los
Angeles Chargers Stadium; Completed “tuck-in” acquisition of leading bridge & infrastructure
detail & modelling company Candraft VSI; Recently announced $5.0 million cash dividend to
be paid in 4Q17, of which HC2 will receive ~$4.5 million.
– Marine Services: Record backlog for Global Marine since acquisition by HC2; Huawei Marine
Backlog remains close to historic highs with strong pipeline; Recently awarded five-year
renewal of SEAIOCMA maintenance contract; Announced acquisition of Fugro trenching and
cable laying business
– Telecommunications: Fifth consecutive cash dividend paid to HC2; Continued focus on higher
margin wholesale traffic mix and improved operating efficiencies
– Energy: Continued focus on integration of fueling stations acquired from Questar and
Constellation CNG ; ~40 stations owned and/or operated nationwide
– Insurance: Announced acquisition of Humana’s ~$2.3 billion long-term care insurance
business, which, once completed, will increase Continental’s insurance investment platform to
approximately $3.5 billion of cash and invested assets
Adjusted EBITDA for Core Operating Subsidiaries*
– $27.3 million in third quarter, as compared to $31.5 million in the year-ago quarter
– $73.0 million year-to-date, as compared to $71.3 million for the year-ago period
* Core Operating Subsidiaries include Construction, Marine Services,
Telecommunications and Energy. Construction formerly Manufacturing: Energy
formerly Utilities
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Segment Overview
23
Early Stage and Other Holdings
Core Operating Subsidiaries
3Q17 Revenue: $151.7m
3Q17 Adjusted EBITDA: $16.8m
YTD Adjusted EBITDA: $36.5m
Backlog $656m; ~$900m with
contracts awarded, but not
yet signed; ~$300m additional
opportunities
Solid long-term pipeline
Awarded major contract for
new Los Angeles Rams and
Los Angeles Chargers stadium
Construction:
DBM GLOBAL (SCHUFF)
3Q17 Revenue: $42.8m
3Q17 Adjusted EBITDA: $8.8m
YTD Adjusted EBITDA: $28.8m
Strong year-to-date joint
venture performance, in
particular Huawei Marine
Solid long term telecom and
offshore power maintenance
& install opportunities
Awarded 5-year SEAIOCMA
maintenance renewal
Marine Services:
GMSL
3Q17 Revenue: $3.9m
3Q17 Adjusted EBITDA: $0.3m
YTD Adjusted EBITDA: $2.5m
Delivered 2,730,000 Gasoline
Gallon Equivalents (GGEs) in
3Q17 vs. 937,000 GGEs in
3Q16
~40 stations currently owned
and / or operated vs. two
stations at time of HC2’s initial
investment in 3Q14
Energy:
ANG
Telecom:
PTGI ICS
3Q17 Revenue: $167.9m
3Q17Adjusted EBITDA: $1.5m
YTD Adjusted EBITDA: $5.3m
Continued focus on higher
margin wholesale traffic mix
and improved operating
efficiencies
Fifth consecutive cash
dividend paid to HC2 in
3Q17
Life Sciences: PANSEND
MediBeacon: Completed “Pilot Two” Clinical Study at Washington University in St. Louis (1Q17)
R2 Dermatology: Received FDA Approval for second generation R2 Dermal Cooling System (2Q17)
BeneVir: Granted additional patent protecting oncolytic immunotherapy Stealth-1H & other assets (2Q17)
Genovel: Novel, Patented, “Mini Knee” and “Anatomical Knee” replacements
Triple Ring Technologies: R&D engineering company specializing in medical devices,
homeland security , imaging, sensors, optics, fluidics, robotics & mobile healthcare
Core Financial
Services Subsidiaries
~$73m of statutory surplus
~$84m total adjusted capital
~$2.1b total GAAP assets
~$1.3b cash & invested assets
Platform for growth through
additional M&A including
recently announced
acquisition of Humana’s
~$2.3b long-term care
portfolio
Insurance:
CIG
All data as of September 30, 2017 unless otherwise noted
Construction formerly Manufacturing; Energy formerly Utilities
704Games (Formerly DMR)
released NASCAR® Heat 2
on September 12, 2017
Other:
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Segment Financial Summary
24
All data as of September 30, 2017 unless otherwise noted
Construction formerly Manufacturing; Energy formerly Utilities
($m) Q3 2017 Q3 2016 YTD 2017 YTD 2016
Adjusted
EBITDA
Core Operating Subsidiaries
Construction $16.8 $14.5 $36.5 $39.2
Marine Services $8.8 $14.1 $28.8 $26.4
Energy $0.3 $0.7 $2.5 $1.7
Telecom $1.5 $2.2 $5.3 $4.0
Total Core Operating $27.3 $31.5 $73.0 $71.3
Early Stage and Other Holdings
Life Sciences ($8.2) ($2.9) ($17.1) ($8.2)
Other ($1.1) ($4.8) ($4.4) ($12.1)
Total Early Stage and Other ($9.3) ($7.7) ($21.6) ($20.4)
Non-Operating Corporate ($8.3) ($5.5) ($20.4) ($17.2)
Total HC2 (excluding Insurance) $9.8 $18.2 $31.1 $33.7
Adjusted
Operating Income
Core Financial Services
Insurance $3.7 ($1.7) $5.4 ($9.0)
Note: Reconciliations of Adjusted EBITDA and Adjusted Operating Income to U.S. GAAP Net Income in appendix. Table may not foot due to rounding. Adjusted Operating Income for Q1 2016 has been
adjusted to exclude certain intercompany eliminations to better reflect the results of the Insurance segment, and remain consistent with internally reported metrics. Additional details in appendix. Q1 2016
benefitted from the release of valuation allowance impacting the net tax provision
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Construction: DBM Global Inc. (Schuff)
25
3Q17 Net Income: $7.1m vs. $7.0m for 3Q16; YTD17 Net Income $14.5m vs. $20.7m for YTD16
3Q17 Adjusted EBITDA: $16.8m vs. $14.5m for 3Q16 – Starting to see momentum from project delays in backlog
YTD Adjusted EBITDA: $36.5m vs. $39.2m for the comparable 2016 year-to-date period – Timing issues associated with design
changes for certain projects in backlog, as well as better-than-bid performance on commercial projects in year-ago
period
Record backlog of $656m record at end of 3Q17, an increase of over 106% vs. $318m in year-ago quarter
~$900m taking into consideration awarded, but not yet signed contracts, an increase of 73% vs. year-ago quarter
~$300m incremental opportunities that could be awarded over next several quarters
Recently awarded major stadium construction contract for new Los Angeles Sports and Entertainment District – New home
of the Los Angeles Rams and Los Angeles Chargers
Recently completed “tuck-in” acquisition of North American Operations of Candraft VSI - Leading bridge and infrastructure
detail and modeling company headquartered in Vancouver, British Columbia
Third Quarter Update
Continue to select profitable, strategic and “core competency” jobs, not all jobs
Solid long-term pipeline of prospective projects; No shortage of transactions to evaluate
Commercial / Stadium / Healthcare sectors remain strong, primarily in West region
Opportunities to add higher margin, value added services to overall product offering (e.g. BDS VirCon/PDC/Candraft)
Strategic Initiatives
Loma Linda Hospital
$45.8
$52.0
$59.9
$526.1
$513.8
$502.7
2014PF 2015A 2016A
Historical Performance
Adjusted EBITDA Revenue
All data as of September 30, 2017 unless otherwise noted
Construction formerly Manufacturing
10.1%
11.9%
8.7%
Los Angeles Rams Stadium
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Marine Services: Global Marine Group
26
Joint Venture established in 1995 with China Telecom
China’s leading provider of submarine cable installation
Located in Shanghai and possesses a fleet of advanced purpose-built cable ships
Currency Exchange: CNY:USD 1:0.129
All data as of September 30, 2017 unless otherwise noted
3Q17 Net Income: $0.8m vs. $8.7m for 3Q16; YTD17 Net Income $8.9m vs. $8.8m for YTD16
3Q17 Adjusted EBITDA: $8.8m vs. $14.1m for 3Q16 - Due primarily to expected decline in large telecom installation projects
YTD17 Adjusted EBITDA: $28.8m vs. $26.4m for YTD16 – Due primarily to higher year-to-date total joint venture income,
in particular Huawei Marine mainly in 1Q17, and a one-time telecom charge in 1Q16
Record Backlog for Global Marine since acquisition by HC2; Huawei Marine Backlog remained close to historic highs
Announced agreement to acquire trenching and cable laying business from Fugro N.V.
Total consideration ~$73 million 23.6% equity stake in Global Marine Holdings valued at $65 million; $7.5 million one
year secured note
Significant CapX savings in 2018 expected as a result of acquisition
Recently awarded five-year renewal of the South East Asia and Indian Ocean Cable Maintenance Agreement
maintenance contract - Global Marine currently delivers support in three of the world’s six maintenance zone agreements
Third Quarter Update
Strategic Initiatives
Total HMN* 2016 2015 2014
Revenue ~$207m ~$203m ~$88m
Profit ~$25m ~$14m ~$2m
Cash / Equivalents ~$48m ~$27m ~$16m
$50.0
$42.1 $41.2
$163.6
$134.9
$161.9
2014PF 2015A 2016A
Historical Performance
Adjusted EBITDA Revenue
Note: 2014 PF Adj. EBITDA inclusive of approx. $10m offshore power installation vs. minimal contribution in 2015 & 1H16 as a result of Prysmian agreement which expired in 4Q15
29.8%
31.2% 25.4%
49% ownership 49% ownership
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
3Q17 Net (Loss): $(0.9)m vs. Net Income of $0.03m for 3Q16; YTD17 Net (Loss) of $(2.0)m vs. Income of $0.07m for YTD16
3Q17 Adjusted EBITDA: $0.3m vs. $0.7m for 3Q16 – Due primarily to station down time and integration expenses associated
with Constellation CNG and Questar Fueling
YTD17 Adjusted EBITDA: $2.5m vs. $1.7m for the comparable 2016 year-to-date period
Delivered 2,730,000 Gasoline Gallon Equivalents (GGEs) in the third quarter vs. 937,000 GGEs in the year-ago quarter,
due primarily to newly developed and acquired CNG fueling stations
~40 stations currently owned and / or operated or under development vs. two stations at time of initial investments (3Q14)
Focused on integrating acquired stations, increasing volumes at existing stations, while also expanding geographic
footprint through both internal / organic growth and strategic M&A opportunities
Third Quarter Update
-$0.4
$0.9
$2.5
$1.8
$6.8
$6.4
2014A 2015A 2016A
Historical Performance
Adjusted EBITDA
Revenue
Energy: American Natural Gas (ANG)
27
All data as of September 30, 2017 unless otherwise noted
Energy formerly Utilities
39.6%
12.8%
(14.1%)
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Steady quarterly results again due to continued focus on higher margin wholesale traffic mix, smaller global
accounts, and improved operational efficiencies
– 3Q17 Net Income: $1.3m vs. $1.8m for 3Q16; YTD17 Net Income of $4.9m vs. $4.0m for YTD16
– 3Q17 Adjusted EBITDA: $1.5m vs. $2.2m for 3Q16 – Due primarily to fluctuations in wholesale traffic volumes
– YTD17 Adjusted EBITDA: $5.3m vs. $4.0m for the comparable 2016 year-to-date period
– Fifth consecutive quarter of cash dividend to HC2
One of the key objectives: leverage the infrastructure and management expertise within PTGi-ICS
– Over 800+ wholesale interconnections globally provides HC2 the opportunity to leverage the existing cost effective
infrastructure by bolting on higher margin products and M&A opportunities
– A focused strategic initiative has been launched within PTGi-ICS to identify potential M&A opportunities
Third Quarter Update
Telecommunications: PTGi-ICS
28
$(1.2)
$2.0
$5.6
$162.0
$460.4
$735.0
2014A 2015A 2016A
Historical Performance
Adjusted EBITDA
Revenue
All data as of September 30, 2017 unless otherwise noted
0.8%
0.4%
(0.1%)
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Insurance: Continental Insurance Group
29
Note: Reconciliation of Adjusted Operating Income to U.S. GAAP Net Income in
appendix. All data as of September 30, 2017 unless otherwise noted
Continental Insurance Group serves as a platform for run-off Long Term Care (“LTC”) books of business and for acquiring
additional run-off LTC businesses
– 3Q17 Net Income: $4.3m vs. Net (Loss) of $(2.2)m for 3Q16; YTD17 Net Income of $3.7m vs. Net Loss of $(12.0)m for
YTD16
– 3Q17 Adjusted Operating Income: $3.7m vs. $(1.7)m for 3Q16
– YTD17 Adjusted Operating Income: $5.4m vs. $(9.0)m for comparable 2016 period
– ~$73m statutory surplus at end of third quarter
– ~$84m total adjusted capital at end of third quarter
– ~$2.1b in total GAAP assets at September 30, 2017
– ~$1.3b in cash and invested assets at September 30, 2017
Signed Definitive Agreement to Acquire Humana’s ~$2.3 Billion Long-Term Care Insurance Business
– Will significantly expand and leverage Continental’s insurance platform in Austin, Texas
– Once completed, Continental will have approximately $3.5 billion portfolio of cash and investable assets
– Immediately accretive to Continental’s RBC Ratio and Statutory Capital
– Opportunity to meaningfully increase investment portfolio yield
– Validates and endorses HC2’s insurance platform and strategy
– Expected to close by third quarter 2018
Third Quarter Update
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Pansend
30
All data as of September 30, 2017 unless otherwise noted
HC2’s Pansend Life Sciences Segment Is Focused on the
Development of Innovative Healthcare Technologies and Products
80% equity ownership of company focused on immunotherapy; Oncolytic virotherapy for treatment of solid
cancer tumors
Founded by Dr. Matthew Mulvey & Dr. Ian Mohr (who co-developed T-Vec); Biovex (owner of T-Vec) acquired
by Amgen for ~$1billion
Benevir’s T-Stealth is a second generation oncolytic virus with new features and new intellectual property
BeneVir holds exclusive worldwide license to develop BV-2711 (T-Stealth)
Granted new patent entitled “Oncolytic Herpes Simplex Virus and Therapeutic Uses Thereof”, covering the composition of
matter for Stealth-1H, BeneVir’s lead oncolytic immunotherapy, as well as other platform assets (2Q17)
74% equity ownership of dermatology company focused on lightening and brightening skin
Founded by Pansend in partnership with Mass. General Hospital and inventors Dr. Rox Anderson,
Dieter Manstein and Dr. Henry Chan
Over $20 billion global market
Received Food and Drug Administration approval for the R2 Dermal Cooling System (4Q16)
Received Food and Drug Administration approval for second generation R2 Dermal Cooling System (2Q17)
80% equity ownership in company with unique knee replacements based on technology from Dr. Peter Walker, NYU Dept.
of Orthopedic Surgery and one of the pioneers of the original Total Knee.
“Mini-Knee” for early osteoarthritis of the knee; “Anatomical Knee” – A Novel Total Knee Replacement
Strong patent portfolio
50% equity ownership in company with unique technology and device for monitoring of real-time kidney function
Current standard diagnostic tests measure kidney function are often inaccurate and not real-time
MediBeacon’s Optical Renal Function Monitor will be first and only, non-invasive system to enable real-time, direct monitoring
of renal function at point-of-care
$3.5 billion potential market
Successfully completed a key clinical study of its unique, real-time kidney monitoring system on subjects with impaired kidney
function at Washington University in St. Louis. (1Q17)
Profitable technology and product development company
Areas of expertise include medical devices, homeland security, imaging systems, sensors, optics, fluidics, robotics and mobile
healthcare
Located in Silicon Valley and Boston area with over 90,000 square feet of working laboratory and incubator space
Contract R&D market growing rapidly
Customers include Fortune 500 companies and start-ups
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Notable Financial and Other Updates
31
Collateral Coverage Ratio at Quarter End Exceeded 2.0x
$100.8 million in Consolidated Cash (excluding Insurance segment)
– $48.5 million Corporate Cash
$2.0 million Received in Dividends PTGi ICS in Third Quarter 2017
$24.5 million Received in Dividends and Tax Share from DBM Global and PTGi ICS Year-to-Date 2017
– $18.5 million received from DBM Global YTD: $5.0 million in Tax Share plus $13.5 million of dividends
Additional ~$4.5 million expected dividend in fourth quarter 2017 (11/29)
– $6.0 million dividends received from PTGi ICS YTD
Entered into a Series of Transactions that will result in HC2 and Its Subsidiaries Acquiring 38 Operating
Stations in 28 Cities From Mako Communications, building upon the DTV America Acquisition
announced in 2Q17
Expect to sign a $75 million bridge loan to primarily finance acquisitions in the broadcast
television distribution market
All data as of September 30, 2017 unless otherwise noted
(1) Market capitalization on a fully diluted basis, excluding preferred equity, using a common stock price per share of $5.22 on November 7, 2017
(2) Cash and cash equivalents
(3) Enterprise Value is calculated by adding market capitalization, total preferred equity and total debt amounts, less Corporate cash
($m) Balance Sheet (at September 30, 2017)
Market Cap(1) $224.5
Preferred Equity $26.7
Total Debt $400.0
Corporate Cash(2) $48.5
Enterprise Value(3) $602.7
Appendix:
Reconciliations
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA
Three Months Ended September 30, 2017
33
(in thousands)
Construction
Marine
Services
Energy Telecom
Life
Sciences
Other &
Elimination
Net (Loss) attributable to HC2 Holdings, Inc. (5,967)$
Less: Net Income attributable to HC2 Holdings Insurance Segment 4,280
Net Income (Loss) attributable to HC2 Holdings, Inc., excluding Insurance Segment 7,082$ 844$ (939)$ 1,348$ (6,760)$ (600)$ (11,222)$ (10,247)$
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization 1,314 6,221 1,247 94 50 272 17 9,215
Depreciation and amortization (included in cost of revenue) 1,293 - - - - - - 1,293
Amortization of equity method fair value adjustment at acquisition - (573) - - - - - (573)
(Gain) loss on sale or disposal of assets 486 - 25 - - - - 511
Lease termination costs - - - 15 - - - 15
Interest expense 238 1,021 262 14 - 1 11,686 13,222
Net loss on contingent consideration - - - - - - (6,320) (6,320)
Other (income) expense, net (165) 888 277 12 (10) (118) (718) 166
Foreign currency (gain) loss (included in cost of revenue) - (238) - - - - - (238)
Income tax (benefit) expense 4,481 (137) - - - - (4,746) (402)
Noncontrolling interest 558 43 (763) - (1,506) (689) - (2,357)
Bonus to be settled in equity - - - - - - 765 765
Share-base payment expense - 394 179 - 71 19 718 1,381
Nonrecurring i ems - - - - - - - -
Acquisition costs 1,501 300 - - - - 1,564 3,365
Adjusted EBITDA 16,788$ 8,763$ 288$ 1,483$ (8,155)$ (1,115)$ (8,256)$ 9,796$
Total Core Operating Subsidiaries 27,322$
Three Months Ended September 30, 2017
Core Operating Subsidiaries Early Stage & Other Non-
operating
Corporate
Total HC2
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA
Three Months Ended September 30, 2016
34
(in thousands)
Construction
Marine
Services
Energy Telecom
Life
Sciences
Other &
Eliminations
Net (Loss) attributable to HC2 Holdings, Inc. (4,558)$
Less: Net (Loss) attributable to HC2 Holdings Insurance Segment (2,189)
Net Income (Loss) attributable to HC2 Holdings, Inc., excluding Insurance Segment 6,962$ 8,696$ 27$ 1,796$ (2,285)$ (8,160)$ (9,404)$ (2,368)$
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization 431 5,554 582 144 32 380 4 7,127
Depreciation and amortization (included in cost of revenue) 1,321 - - - - - - 1,321
Amortization of equity method fair value adjustment at acquisition - (329) - - - - - (329)
(Gain) loss on sale or disposal of assets (23) - - - - - - (23)
Lease termination costs - - - (159) - - - (159)
Interest expense 304 1,328 119 - - - 8,969 10,720
Net gain on contingent consideration - (1,381) - - - - - (1,381)
Other (income) expense, net (12) (632) (24) 422 (2) 3,892 835 4,479
Foreign currency (gain) loss (included in cost of revenue) - (283) - - - - - (283)
Income tax (benefit) expense 4,672 96 - - - - (7,851) (3,083)
Noncontrolling interest 411 465 27 - (770) (974) - (841)
Share-base payment expense - 546 3 - 128 37 1,088 1,802
Non-recurring items - - - - - - 173 173
Acquisition costs 429 - - - - - 648 1,077
Adjusted EBITDA 14,495$ 14,060$ 734$ 2,203$ (2,897)$ (4,825)$ (5,538)$ 18,232$
Total Core Operating Subsidiaries 31,492$
Non-
operating
Corporate
Total HC2
Three Months Ended September 30, 2016
Core Operating Subsidiaries Early Stage & Other
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA
Nine Months Ended September 30, 2017
35
(in thousands)
Construction
Marine
Services
Energy Telecom
Life
Sciences
Other &
Elimination
Net (Loss) attributable to HC2 Holdings, Inc. (38,374)$
Less: Net Income attributable to HC2 Holdings Insurance Segment 3,683
Net Income (Loss) attributable to HC2 Holdings, Inc., excluding Insurance Segment 14,464$ 8,943$ (2,001)$ 4,910$ (14,276)$ (9,787)$ (44,310)$ (42,057)$
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization 4,194 16,561 3,876 285 129 933 50 26,028
Depreciation and amortization (included in cost of revenue) 3,835 - - - - - - 3,835
Amortization of equity method fair value adjustment at acquisition - (1,223) - - - - - (1,223)
Asset impairment expense - - - - - 1,810 - 1,810
(Gain) loss on sale or disposal of assets 93 (3,500) 39 - - - - (3,368)
Lease termination costs - 249 - 15 - - - 264
Interest expense 619 3,363 552 37 - 2,408 32,431 39,410
Net loss on contingent consideration - - - - - - (6,001) (6,001)
Other (income) expense, net (158) 2,443 1,652 77 (25) 2,800 (460) 6,329
Foreign currency (gain) loss (included in cost of revenue) - (131) - - - - - (131)
Income tax (benefit) expense 9,792 239 12 - - - (9,112) 931
Noncontrolling interest 1,190 381 (2,002) - (3,208) (2,666) - (6,305)
Bonus to be settled in equity - - - - - - 1,350 1,350
Share-based payment expense - 1,133 361 - 239 66 2,207 4,006
Non-recurring Items - - - - - - - -
Acquisition costs 2,447 300 - - - - 3,425 6,172
Adjusted EBITDA 36,476$ 28,758$ 2,489$ 5,324$ (17,141)$ (4,436)$ (20,420)$ 31,050$
Total Core Operating Subsidiaries 73,047$
Non-
operating
Corporate
Total HC2
Nine Months Ended September 30, 2017
Core Operating Subsidiaries Early Stage & Other
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA
Nine Months Ended September 30, 2016
36
(in thousands)
Construction
Marine
Services
Energy Telecom
Life
Sciences
Other &
Elimination
Net (Loss) attributable to HC2 Holdings, Inc. (33,085)$
Less: Net (Loss) attributable to HC2 Holdings Insurance Segment (11,978)
Net Income (Loss) attributable to HC2 Holdings, Inc., excluding Insurance Segment 20,710$ 8,780$ 68$ 4,007$ (2,991)$ (21,264)$ (30,417)$ (21,107)$
Adjustments to reconcile net income (loss) to Adjusted EBITDA:
Depreciation and amortization 1,263 16,793 1,479 389 87 1,050 4 21,065
Depreciation and amortization (included in cost of revenue) 3,048 - - - - - - 3,048
Amortization of equity method fair value adjustment at acquisition - (1,046) - - - - - (1,046)
(Gain) loss on sale or disposal of assets (963) (10) - - - - - (973)
Lease termination costs - - - 179 - - - 179
Interest expense 917 3,683 142 - - 1 26,871 31,614
Net loss on contingent consideration - (1,573) - - - - - (1,573)
Other (income) expense, net (88) 383 (399) (574) (3,223) 9,888 (311) 5,676
Foreign currency (gain) loss (included in cost of revenue) - (1,970) - - - - - (1,970)
Income tax (benefit) expense 12,641 (756) - - - - (21,481) (9,596)
Noncontrolling interest 1,240 510 249 - (2,302) (2,062) - (2,365)
Share-base payment expense - 1,307 107 - 184 238 4,833 6,669
Non-recurring items - - - - - - 1,513 1,513
Acquisition costs 428 266 27 18 - - 1,821 2,560
Adjusted EBITDA 39,196$ 26,367$ 1,673$ 4,019$ (8,245)$ (12,149)$ (17,166)$ 33,694$
Total Core Operating Subsidiaries 71,255$
Nine Months Ended September 30, 2016
Core Operating Subsidiaries Early Stage & Other Non-
operating
Corporate
Total HC2
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
Reconciliation of U.S. GAAP Net Income (Loss) to Insurance AOI
Three and Nine Months Ended September 30, 2017 and 2016
37
The calculation of Insurance Net Loss has been revised to exclude adjustments for intercompany eliminations as they are not considered relevant in evaluating the performance of our
Insurance segment. For first quarter 2016, this resulted in a change to the previously reported Insurance loss of ($12.3) million for the quarter to a loss of ($7.5) million.
The calculation of Insurance AOI has been revised to exclude adjustments for intercompany eliminations as they are not considered relevant in evaluating the performance of our
Insurance segment. For first quarter 2016, this resulted in a change to the previously reported Insurance AOI loss of ($3.6) million for the quarter to a loss of ($2.6) million.
(in thousands)
Adjusted Operating Income - Insurance ("Insurance AOI")
Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 Increase/
(Decrease)
2017 2016 Increase/
(Decrease)
Net Income (loss) - Insurance segment $ 4,282 $ (2,189) $ 6,471 $ 3,685 $ (11,978) $ 15,663
Effect of investment (gains) losses (978) 220 (1,198) (2,854) 2,677 (5,531)
Asset impairment expense - - - 3,364 - 3,364
Acquisition costs 422 269 153 1,158 269 889
Insurance AOI $ 3,726 $ (1,700) $ 5,426 $ 5,353 $ (9,032) $ 14,385
Appendix:
Biographies
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Executive Leadership Team
39
Philip A. Falcone Served as a director of HC2 since January 2014 and Chairman of the Board, Chief
Executive Officer and President of HC2 since May 2014
Served as a director, Chairman of the Board and Chief Executive Officer of HRG Group
Inc. (“HRG”) from July 2009 to December 2014
From July 2009 to June 2011, served as the President of HRG
Chief Investment Officer and Chief Executive Officer of Harbinger Capital Partners, LLC
(“Harbinger Capital”)
Before founding Harbinger Capital in 2001, managed the High Yield and Distressed
trading operations for Barclays Capital from 1998 to 2000
Received an A.B. in Economics from Harvard University
Chairman of the Board
Chief Executive Officer
President
© 2 0 1 7 H C 2 H O L D I N G S , I N C .
HC2 Executive Leadership Team
40
Michael J. Sena Chief Financial Officer of HC2 since June 2015
Served as the Chief Accounting Officer of HRG from November 2012 to May 2015
From January 2009 to November 2012, held various accounting and financial reporting
positions with the Reader’s Digest Association, Inc., last serving as Vice President and
North American Controller
Served as Director of Reporting and Business Processes for Barr Pharmaceuticals from
July 2007 until January 2009
Held various positions with PricewaterhouseCoopers
Mr. Sena is a Certified Public Accountant and holds a Bachelor of Science in
Accounting from Syracuse University
Chief Financial Officer
Paul K. Voigt Senior Managing Director of HC2 since May 2014
Prior to joining HC2, served as Executive Vice President on the sales and trading desk at
Jefferies from 1996 to 2013
Served as Managing Director on the High Yield sales desk at Prudential Securities from
1988 to 1996
Mr. Voigt received an MBA from the University of Southern California in 1988 after
playing professional baseball. Graduated from the University of Virginia where he
received a Bachelor of Science in Electrical Engineering
Senior Managing Director
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HC2 Executive Leadership Team
41
Joseph A. Ferraro Chief Legal Officer & Corporate Secretary of HC2 since September 2017
Served as General Counsel of Prospect Administration LLC, the administrator for
Prospect Capital Corporation (NASDAQ: PSEC) for nearly nine years prior to HC2
Served as Assistant Secretary of PSEC and Deputy Chief Compliance Officer of
Prospect Capital Management, L.P., and advised multiple Prospect-affiliated
registered investment companies, registered investment advisers and funds.
Served as corporate associate at the law firms of Boies, Schiller & Flexner LLP and
Sullivan & Cromwell LLP
Mr. Ferraro graduated cum laude from Princeton University with an A.B. from The
Woodrow Wilson School of Public and International Affairs, and graduated with honors
from The Law School at The University of Chicago
Chief Legal Officer &
Corporate Secretary
Andrew G. Backman Managing Director of Investor Relations & Public Relations of HC2 since April 2016
Prior to joining HC2, served as Managing Director of Investor Relations and Public
Relations for RCS Capital and AR Capital (now AR Global) from 2014 to 2016
Founder and Chief Executive Officer of InVisionIR, a New York-based advisory and
consulting firm from 2011 to 2014
Served as Senior Vice President, Investor Relations & Marketing of iStar Financial from
2004 to 2010
Served as Vice President, Investor Relations and Marketing Communications for Corvis
Corporation / Broadwing Communications from 2000 to 2004
Spent first 10 years of career at Lucent Technologies and AT&T Corp.
Mr. Backman earned a Bachelor of Arts degree in Economics from Boston College and
graduated from AT&T / Lucent Technologies’ prestigious Financial Leadership Program
Managing Director
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HC2 Executive Leadership Team
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Suzi Raftery Herbst
Chief Administrative Officer of HC2 since March 2015 with over 17 years of diverse
human resources, recruiting, equity and foreign exchange sales experience
Prior to joining HC2, served as Senior Vice President and Director
of Human Resources of Harbinger Capital and HRG
Previously served as Head of Recruiting at Knight Capital Group
Previously held various positions in Human Resources, as well as Foreign Exchange Sales
at Cantor Fitzgerald after beginning her career in Equity Sales at Merrill Lynch
Ms. Herbst earned a Bachelor of Arts degree in Communications and Studio Art from
Marist College
Chief Administrative
Officer
HC2 HOLDINGS, INC.
© HC2 Holdings, Inc. 2017
A n d r e w G . B a c k m a n • i r @ h c 2 . c om • 2 1 2 . 2 3 5 . 2 6 9 1 • 4 5 0 P a r k A v e n u e , 3 0 t h F l o o r , N e w Y o r k , N Y 1 0 0 2 2
September 2017