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8-K - HC2 HOLDINGS, INC. 8-K 8-10-2015 - INNOVATE Corp.form8k.htm

Exhibit 99.1
 
HC2 Holdings Reports Second Quarter 2015 Results

Net revenue up 39% quarter-over-quarter to $281.0 million

Adjusted EBITDA of $30.8 million from our primary operating subsidiaries, up 117% from Q1

New York, NY – (Marketwired) – 08/10/2015 – HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE MKT: HCHC), a diversified holding company that focuses on acquiring, investing in and operating businesses that it considers to be under- or fairly valued and growing its acquired businesses, today announced its consolidated results for the second quarter of fiscal 2015 ended on June 30, 2015.

“We were very pleased with the results of our operating subsidiaries during the second quarter, particularly with Schuff and Global Marine, which more than doubled their combined Adjusted EBITDA compared to the first quarter,” said Philip Falcone, HC2’s Chairman, President and Chief Executive Officer. “We remain focused on our objective to build long-term value through our methodical and value added acquisition approach. As a result, we will continue to pursue highly attractive, cash flow positive businesses in order to create value.”

Second Quarter 2015 Financial Highlights:

· Net revenue: HC2 recorded total net revenues of $281.0 million for the second quarter of 2015. Net revenue for the second quarter of 2015 increased $79.2 million, or 39%, when compared to last quarter’s net revenue of $201.8 million, primarily driven by the $57.2 million growth of our Telecommunications segment. During the quarter, our Telecommunications segment increase resulted from PTGi ICS’s successful overhaul of their global sales team and the expansion into Latin America and other emerging markets.

· Operating income: Operating income for the second quarter was $3.3 million compared to $0.8 million during the first quarter. The increase in operating profit was largely the result of running our fabrication facilities at or near full capacity for the quarter and our ability to sub contract work at lower costs in our Manufacturing segment. This was offset, in part by, early stage investments and increases in deal related diligence expenses in Corporate and Other segments.

· Adjusted EBITDA: HC2 recorded consolidated Adjusted EBITDA of $19.5 million for the second quarter of 2015, an increase of 230% when compared to last quarter’s Adjusted EBITDA of $5.9 million. Adjusted EBITDA for the company’s primary operating subsidiaries, Schuff and Global Marine, was a combined $30.8 million during the quarter, an increase of $16.6 million when compared to the first quarter largely due to the factors listed above at Schuff along with seasonal trends at Global Marine.

· Balance sheet: As of June 30, 2015, HC2 had consolidated cash, cash equivalents and short-term investments of $81.2 million.
 
 

Additional Second Quarter Highlights and Recent Developments:
 
· Schuff’s backlog was $329.3 million as of June 30, 2015 compared to $306.1 million as of March 31, 2015. Notable projects include the Wilshire Grand Center in Los Angeles, the Sacramento Kings Arena, and the new Apple headquarters in Cupertino, CA.
 
· Global Marine secured a submarine fibre optic link contract with Subsea 7, a global leader in subsea engineering and construction, and won a pair of high-profile contracts from Tampnet, who operates the largest offshore high-capacity communication network in the world in the North Sea and the Gulf of Mexico. Global Marine will also be collaborating again with Prysmian Group on a new project for the Wikinger Offshore Wind Farm in the Baltic Sea.

· Novatel Wireless announced it has signed a definitive agreement to acquire 100% of the issued share capital of DigiCore Holdings Limited (JSE:DGC), a leading provider of advanced machine-to-machine (M2M) communication and telematics solutions.

· HC2 signed a definitive agreement for the acquisition of long-term care and life insurance businesses, United Teacher Associates Insurance Company and Continental General Insurance Company, establishing HC2’s insurance platform, Continental Insurance Group Ltd. This transaction is still on track to close by the end of the third quarter.

· Nervve announced an exclusive partnership with Wasserman Media Group, a leading sports and entertainment agency, to bring Nervve’s visual search technology to market.

· HC2 invested CAD$20 million (or approximately $16 million) in convertible debentures of Gaming Nation Acquisition Corporation. Gaming Nation, headquartered in Toronto, Ontario, is a leading provider of both games of skill and games of chance designed for the avid sports fan and daily fantasy sports participants.

· Dusenberry Martin Racing, or DMi, Inc., launched its NASCAR® ’15 racing game exclusively at GameStop for the Xbox 360 and PlayStation 3 in May 2015.
 
Non-GAAP Financial Measures and Other Information

The calculation of Adjusted EBITDA, as defined by us, consists of Net income (loss) as adjusted for gain (loss) on sale or disposal of assets; interest expense; amortization of debt discount; other income (expense), net; foreign currency transaction gain (loss); income tax (benefit) expense; loss from discontinued operations; noncontrolling interest; share-based compensation expense; acquisition costs and depreciation and amortization expense.

Management believes that Adjusted EBITDA is significant to 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, since interest, taxes, depreciation, amortization and other adjustments 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. While management believes that non-US GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s US GAAP financial results.
 


Conference Call
 
HC2 Holdings, Inc. will host a live conference call to discuss its results on Monday, August 10, 2015 at 4:30 p.m. Eastern Daylight Time. To join the event, participants may call 1.866.395.3893 (U.S. callers) or 1.678.509.7540 (international callers), using conference ID number 98524143. 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.
 
For those unable to listen to the live broadcast of the conference call, a telephonic replay of the call will be available though midnight August 14, 2015 by dialing 1.855.859.2056 (U.S. callers) or 1.404.537.3406 (international callers), ID number 98524143. A replay will also be available on the HC2 website.

Cautionary Statement Regarding Forward-Looking Statements

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

HC2 Holdings, Inc. is a publicly traded (NYSE MKT: HCHC), diversified holding company, which seeks to acquire and grow attractive businesses that generate sustainable free cash flow. HC2 has a diverse array of operating subsidiaries, across a broad set of industries, including, but not limited to, telecom/infrastructure, large-scale U.S. construction, energy, subsea services and life sciences. HC2 seeks opportunities that generate attractive returns and significant cash flow in order to maximize value for all stakeholders. Currently, HC2's largest operating subsidiaries are Schuff, a leading structural steel fabricator in the United States, and Global Marine, a leading global offshore engineering company focused on subsea cable installation and maintenance. Founded in 1994, HC2 is headquartered in Herndon, Virginia.

For More Information on HC2 Holdings, Inc., Please Contact:

Ashleigh Douglas
ir@HC2.com
212-339-5875
 

HC2 HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Services revenue
 
$
147,841
   
$
42,111
   
$
221,559
   
$
85,465
 
Sales revenue
   
133,141
     
54,475
     
261,231
     
54,475
 
Net revenue
   
280,982
     
96,586
     
482,790
     
139,940
 
Operating expenses:
                               
Cost of revenue  - services
   
134,589
     
39,530
     
196,509
     
80,637
 
Cost of revenue - sales
   
110,909
     
43,330
     
221,445
     
43,330
 
Selling, general and administrative
   
26,476
     
14,032
     
49,529
     
20,236
 
Depreciation and amortization
   
5,236
     
344
     
10,242
     
554
 
Loss on sale or disposal of assets
   
498
     
447
     
971
     
367
 
Total operating expenses
   
277,708
     
97,683
     
478,696
     
145,124
 
Income (loss) from operations
   
3,274
     
(1,097
)
   
4,094
     
(5,184
)
Interest expense
   
(10,041
)
   
(1,012
)
   
(18,649
)
   
(1,013
)
Amortization of debt discount
   
(84
)
   
(576
)
   
(176
)
   
(576
)
Other income (expense), net
   
(4,937
)
   
1,665
     
(4,744
)
   
1,616
 
Foreign currency transaction gain (loss)
   
1,822
     
437
     
1,051
     
403
 
Loss from continuing operations before income (loss) from equity investees and income tax benefit (expense)
   
(9,966
)
   
(583
)
   
(18,424
)
   
(4,754
)
Income (loss) from equity investees
   
1,429
     
-
     
(1,259
)
   
-
 
Income tax benefit (expense)
   
(2,464
)
   
(1,946
)
   
3,369
     
(1,955
)
Loss from continuing operations
   
(11,001
)
   
(2,529
)
   
(16,314
)
   
(6,709
)
Gain (loss) from discontinued operations
   
(11
)
   
27
     
(20
)
   
44
 
Loss from sale of discontinued operations
   
-
     
-
     
-
     
(784
)
Net loss
   
(11,012
)
   
(2,502
)
   
(16,334
)
   
(7,449
)
Less: Net (income) loss attributable to noncontrolling interest
   
(204
)
   
(1,059
)
   
57
     
(1,059
)
Net loss attributable to HC2 Holdings, Inc.
   
(11,216
)
   
(3,561
)
   
(16,277
)
   
(8,508
)
Less: Preferred stock dividends and accretion
   
1,089
     
200
     
2,177
     
200
 
Net loss attributable to common stock and participating preferred stockholders
 
$
(12,305
)
 
$
(3,761
)
 
$
(18,454
)
 
$
(8,708
)
Basic loss per common share:
                               
Loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.48
)
 
$
(0.22
)
 
$
(0.74
)
 
$
(0.50
)
Gain (loss) from discontinued operations
   
-
     
-
     
-
     
-
 
Loss from sale of discontinued operations
   
-
     
-
     
-
     
(0.05
)
Net loss attributable to HC2 Holdings, Inc.
 
$
(0.48
)
 
$
(0.22
)
 
$
(0.74
)
 
$
(0.55
)
Diluted loss per common share:
                               
Loss from continuing operations attributable to HC2 Holdings, Inc.
 
$
(0.48
)
 
$
(0.22
)
 
$
(0.74
)
 
$
(0.50
)
Gain (loss) from discontinued operations
   
-
     
-
     
-
     
-
 
Loss from sale of discontinued operations
   
-
     
-
     
-
     
(0.05
)
Net loss attributable to HC2 Holdings, Inc.
 
$
(0.48
)
 
$
(0.22
)
 
$
(0.74
)
 
$
(0.55
)
Weighted average common shares outstanding:
                               
Basic
   
25,514
     
16,905
     
24,838
     
15,780
 
Diluted
   
25,514
     
16,905
     
24,838
     
15,780
 
 

HC2 HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands, except per share amounts)

   
June 30,
2015
   
December 31,
2014
 
Assets
 
   
 
Current assets:
 
   
 
Cash and cash equivalents
 
$
68,941
   
$
107,978
 
Short-term investments
   
12,265
     
4,867
 
Accounts receivable (net of allowance for doubtful accounts receivable of $2,345 and $2,760 at June 30, 2015 and December 31, 2014, respectively)
   
214,027
     
151,558
 
Costs and recognized earnings in excess of billings on uncompleted contracts
   
35,573
     
28,098
 
Deferred tax asset - current
   
1,701
     
1,701
 
Inventories
   
17,796
     
14,975
 
Prepaid expenses and other current assets
   
23,746
     
22,455
 
Assets held for sale
   
8,597
     
3,865
 
Total current assets
   
382,646
     
335,497
 
Restricted cash
   
7,188
     
6,467
 
Long-term investments
   
71,793
     
48,674
 
Property, plant and equipment, net
   
235,862
     
239,851
 
Goodwill
   
29,649
     
27,990
 
Other intangible assets, net
   
27,987
     
31,144
 
Deferred tax asset - long-term
   
20,998
     
15,811
 
Other assets
   
18,429
     
18,614
 
Total assets
 
$
794,552
   
$
724,048
 
Liabilities, temporary equity and stockholders' equity
               
Current liabilities:
               
Accounts payable
 
$
81,644
   
$
79,794
 
Accrued interconnection costs
   
31,551
     
9,717
 
Accrued payroll and employee benefits
   
19,222
     
20,023
 
Accrued expenses and other current liabilities
   
51,640
     
34,042
 
Billings in excess of costs and recognized earnings on uncompleted contracts
   
29,859
     
41,959
 
Accrued income taxes
   
912
     
512
 
Accrued interest
   
2,847
     
3,125
 
Current portion of long-term debt
   
12,752
     
10,444
 
Current portion of pension liability
   
6,037
     
5,966
 
Total current liabilities
   
236,464
     
205,582
 
Long-term debt
   
374,321
     
332,927
 
Pension liability
   
28,501
     
31,244
 
Other liabilities
   
7,754
     
1,617
 
Total liabilities
   
647,040
     
571,370
 
Commitments and contingencies (See Note 11)
               
Temporary equity (See Note 13)
               
Preferred stock, $0.001 par value – 20,000,000 shares authorized; Series A - 30,000 shares issued and outstanding at June 30, 2015 and December 31, 2014; Series A-1 - 10,000 and 11,000 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively; Series A-2 - 14,000  and 0 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
   
53,013
     
39,845
 
Stockholders' equity:
               
Common stock, $0.001 par value – 80,000,000 shares authorized;  25,623,982 and 23,844,711 shares issued and 25,592,356 and 23,813,085 shares outstanding at June 30, 2015 and December 31, 2014, respectively
   
26
     
24
 
Additional paid-in capital
   
150,537
     
147,081
 
Accumulated deficit
   
(58,157
)
   
(41,880
)
Treasury stock, at cost – 31,626  shares at June 30, 2015 and December 31, 2014, respectively
   
(378
)
   
(378
)
Accumulated other comprehensive loss
   
(20,139
)
   
(15,178
)
Total HC2 Holdings, Inc. stockholders' equity before noncontrolling interest
   
71,889
     
89,669
 
Noncontrolling interest
   
22,610
     
23,164
 
Total stockholders' equity
   
94,499
     
112,833
 
Total liabilities, temporary equity and stockholders' equity
 
$
794,552
   
$
724,048
 
 

HC2 HOLDINGS, INC.
ADJUSTED EBITDA
(in thousands)

 
   
Manufacturing
Three Months Ended
June 30, 2015
   
Marine Services
Three Months Ended
June 30, 2015
   
Telecommunications
Three Months Ended
June 30, 2015
   
Other (1)
Three Months Ended
June 30, 2015
   
HC2 Holdings, Inc.
Three Months Ended
June 30, 2015
 
Net income (loss)
 
$
5,878
   
$
10,360
   
$
587
   
$
(28,041
)
 
$
(11,216
)
Adjustments to reconcile net income (loss) to Adjusted EBIT:
                                       
(Gain) loss on sale or disposal of assets
   
498
     
-
     
-
     
-
     
498
 
Interest expense
   
366
     
963
     
-
     
8,712
     
10,041
 
Amortization of debt discount
   
-
     
-
     
-
     
84
     
84
 
Other (income) expense, net
   
(7
)
   
(35
)
   
(1
)
   
4,980
     
4,937
 
Foreign currency transaction (gain) loss
   
-
     
(1,354
)
   
(468
)
   
-
     
(1,822
)
Income tax (benefit) expense
   
4,334
     
6
     
-
     
(1,876
)
   
2,464
 
Loss from discontinued operations
   
11
     
-
     
-
     
-
     
11
 
Noncontrolling interest
   
499
     
-
     
-
     
(295
)
   
204
 
Share-based payment expense
   
-
     
-
     
-
     
2,365
     
2,365
 
Acquisition costs
   
-
     
-
     
-
     
1,969
     
1,969
 
Adjusted EBIT
   
11,579
     
9,940
     
118
     
(12,102
)
   
9,535
 
Depreciation and amortization
   
498
     
4,080
     
98
     
560
     
5,236
 
Depreciation and amortization (included in cost of revenue)
   
1,932
     
-
     
-
     
-
     
1,932
 
Foreign currency (gain) loss (included in cost of revenue)
   
-
     
2,758
     
-
     
-
     
2,758
 
Adjusted EBITDA
 
$
14,009
   
$
16,778
   
$
216
   
$
(11,542
)
 
$
19,461
 

(1)
Other also includes Utilities, Life Sciences and Corporate.
 

 
   
Manufacturing
Three Months Ended
March 31, 2015
   
Marine Services
Three Months Ended
March 31, 2015
   
Telecommunications
Three Months Ended
March 31, 2015
   
Other (1)
Three Months Ended
March 31, 2015
   
HC2 Holdings, Inc.
Three Months Ended
March 31, 2015
 
Net income (loss)
 
$
3,188
   
$
1,607
   
$
(524
)
 
$
(9,332
)
 
$
(5,061
)
Adjustments to reconcile net income (loss) to Adjusted EBIT:
                                       
(Gain) loss on sale or disposal of assets
   
423
     
-
     
50
     
-
     
473
 
Interest expense
   
344
     
996
     
-
     
7,268
     
8,608
 
Amortization of debt discount
   
-
     
-
     
-
     
92
     
92
 
Other (income) expense, net
   
(17
)
   
-
     
(5
)
   
(171
)
   
(193
)
Foreign currency transaction (gain) loss
   
-
     
448
     
322
     
1
     
771
 
Income tax (benefit) expense
   
2,569
     
6
     
-
     
(8,408
)
   
(5,833
)
Loss from discontinued operations
   
9
     
-
     
-
     
-
     
9
 
Noncontrolling interest
   
85
     
-
     
-
     
(346
)
   
(261
)
Share-based payment expense
   
-
     
-
     
-
     
2,235
     
2,235
 
Adjusted EBIT
   
6,601
     
3,057
     
(157
)
   
(8,661
)
   
840
 
Depreciation and amortization
   
478
     
4,030
     
98
     
400
     
5,006
 
Depreciation and amortization (included in cost of revenue)
   
1,875
     
-
     
-
     
-
     
1,875
 
Foreign currency (gain) loss (included in cost of revenue)
   
-
     
(1,823
)
   
-
     
-
     
(1,823
)
Adjusted EBITDA
 
$
8,954
   
$
5,264
   
$
(59
)
 
$
(8,261
)
 
$
5,898
 

(1)
Other also includes Utilities, Life Sciences and Corporate.