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HC2 Holdings Reports Fiscal Year 2014 Results

March 16, 2015 7:39 PM EDT

HERNDON, VA -- (Marketwired) -- 03/16/15 -- HC2 Holdings, Inc. ("HC2" or the "Company") (NYSE MKT: HCHC), a diversified holding company that focuses on acquiring, investing in and operating businesses with attractive assets that it considers to be under or fairly valued and growing its acquired businesses, today announced its consolidated results for the fourth quarter of fiscal 2014 ended on December 31, 2014 as well as the results for the full fiscal year ended on December 31, 2014.

"Looking back at 2014, we accomplished a great deal at HC2, including the diversification of our company through the acquisition of highly attractive businesses and the listing of our stock on the NYSE MKT exchange," said Philip Falcone, HC2's Chairman, President and Chief Executive Officer. "In 2015, our goal remains the same: acquire and own cash flow positive businesses where we can build value over the long-term or acquire businesses that we believe offer significant growth potential. We believe that we have considerable flexibility in pursuing our vision and we continue to believe we are very well positioned for growth and value creation over the foreseeable future."

2014 Highlights:

  • Pro-forma Adjusted EBITDA for the fiscal year ending December 31, 2014 for our primary operating subsidiaries, Schuff International, Inc. ("Schuff") and Global Marine Systems Limited ("Global Marine") was a combined $88.8 million.
  • Total pro-forma net revenue for the fiscal year 2014 was $853.5 million, an increase of 6.5% over 2013 pro-forma net revenue.
  • Consolidated cash as of December 31, 2014 was $108.0 million.
  • Listed Company's common stock on the NYSE MKT LLC national securities exchange.
  • Completed the acquisition of an approximate 91% interest in Schuff, a leading structural steel fabricator in the United States, which comprises our Manufacturing segment.
  • Completed the acquisition of Bridgehouse Marine Limited, the parent holding company of Global Marine, a leading global offshore engineering company focused on subsea cable installation and maintenance, which comprises our Marine Services segment.
  • Equity investment comprised of common stock and warrants in Novatel Wireless, Inc. ("Novatel") which was acquired by HC2 at a cost of $14.2 million, and at December 31, 2014 had a market value of $35.9 million.
  • Completed the acquisition of an approximate 51% interest in American Natural Gas ("ANG"), a premier distributor of natural gas motor fuel headquartered in the Northeast that designs, builds, owns, acquires, operates and maintains compressed natural gas fueling stations for transportation, which comprises our Utilities segment.
  • Completed investments in NerVve Technologies, Inc., GemDerm Aesthetics, Inc., BeneVir Biopharm, Inc. and DMi, Inc. NerVve has developed a groundbreaking product, the NerVve Visual Search Solution, which is a very high speed visual search engine, capable of searching pixels just like they are text on web-pages. DMi, Inc. has exclusive licensing rights from NASCAR Team Properties to publish NASCAR interactive games for video game consoles, personal computers, tablets and smart phones, beginning in 2015.

Non-GAAP Financial Measures and Other Information

The calculation of Adjusted EBITDA, as defined by us on a pro forma basis, consists of Net income (loss) as adjusted for asset impairment expense; gain (loss) on sale or disposal of assets; amortization of debt discount; loss on early extinguishment or restructuring of debt; interest income and other income (expense), net; foreign currency transaction gain (loss); (gain) loss on sale of discontinued operations; gain (loss) from discontinued operations; income tax (benefit) expense; income (loss) from equity investees; acquisition and related charges; non-controlling interests; share-based compensation expense; 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 and amortization 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.

The market value of the Novatel equity and warrants as of December 31, 2014 presented in this release has been calculated with the common stock valued at $2.95, the 20-day VWAP of the Novatel common stock for the period ended December 31, 2014, and with the warrants valued using a Black-Scholes model and closing price as of December 31, 2014.

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. 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, efficiencies/cost avoidance, cost savings, income and margins, growth, economies of scale, combined operations, future economic performance, conditions to, and the timetable for, completing the integration of financial reporting of acquired or target businesses, completing future acquisitions and dispositions, litigation, potential and contingent liabilities, management's plans, changes in regulations, taxes and the risks that may affect the performance of the operating subsidiaries of HC2 and those factors listed under the caption "Risk Factors" in HC2's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, filed with the SEC. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. HC2 does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operation results.

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, each with its own dedicated management team, 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.

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


                                                 Years Ended December 31,
                                               ----------------------------
                                                 2014      2013      2012
                                               --------  --------  --------
Services revenue                               $193,044  $230,686  $302,959
Sales revenue                                   350,158         -         -
                                               --------  --------  --------
Net revenue                                     543,202   230,686   302,959
Operating expenses:
  Cost of revenue - services                    174,956   220,315   285,631
  Cost of revenue - sales                       296,530         -         -
  Selling, general and administrative            81,396    34,692    45,202
  Depreciation and amortization                   4,617    12,032     3,204
  (Gain) loss on sale or disposal of assets        (162)       (8)      520
  Asset impairment expense                          291     2,791    20,298
                                               --------  --------  --------
    Total operating expenses                    557,628   269,822   354,855
                                               --------  --------  --------
    Loss from operations                        (14,426)  (39,136)  (51,896)
Interest expense                                (10,754)       (8)      (27)
Amortization of debt discount                    (1,593)        -         -
Loss on early extinguishment or restructuring
 of debt                                        (11,969)        -         -
Gain from contingent value rights valuation           -    14,904     1,292
Interest income and other expense, net              436      (226)       90
Foreign currency transaction gain (loss)          1,061      (588)    2,538
                                               --------  --------  --------
    Loss from continuing operations before
     income taxes and income (loss) from
     equity investees                           (37,245)  (25,054)  (48,003)
Income from equity investees                      3,359         -         -
Income tax (expense) benefit                     24,484     7,442     3,132
                                               --------  --------  --------
    Loss from continuing operations              (9,402)  (17,612)  (44,871)
Loss from discontinued operations                   (25)  (19,621)  (21,525)
Gain (loss) from sale of discontinued
 operations                                        (121)  148,839    94,265
                                               --------  --------  --------
    Net income (loss)                            (9,548)  111,606    27,869
Less: Net (income) loss attributable to
 noncontrolling interest                         (2,559)        -        18
                                               --------  --------  --------
    Net income (loss) attributable to HC2
     Holdings, Inc.                             (12,107)  111,606    27,887
Less: Preferred stock dividends and accretion     2,049         -         -
                                               --------  --------  --------
    Net income (loss) attributable to common
     stock and participating preferred
     stockholders                              $(14,156) $111,606  $ 27,887
                                               ========  ========  ========
Basic income (loss) per common share:
  Loss from continuing operations attributable
   to HC2 Holdings, Inc.                       $  (0.71) $  (1.25) $  (3.24)
  Loss from discontinued operations                   -     (1.40)    (1.55)
  Gain (loss) from sale of discontinued
   operations                                     (0.01)    10.60      6.81
                                               --------  --------  --------
    Net income (loss) attributable to HC2
     Holdings, Inc.                            $  (0.72) $   7.95  $   2.02
                                               ========  ========  ========
Diluted income (loss) per common share:
Loss from continuing operations attributable
 to HC2 Holdings, Inc.                         $  (0.71) $  (1.25) $  (3.24)
Loss from discontinued operations                     -     (1.40)    (1.55)
Gain (loss) from sale of discontinued
 operations                                       (0.01)    10.60      6.81
                                               --------  --------  --------
Net income (loss) attributable to HC2
 Holdings, Inc.                                $  (0.72) $   7.95  $   2.02
                                               ========  ========  ========
Weighted average common shares outstanding:
  Basic                                          19,729    14,047    13,844
                                               ========  ========  ========
  Diluted                                        19,729    14,047    13,844
                                               ========  ========  ========
Dividends declared per basic weighted average
 common shares outstanding                            -  $   8.58  $   4.09
Amounts attributable to common shareholders of
 HC2 Holdings, Inc.
  Loss from continuing operations attributable
   to HC2 Holdings, Inc.                       $(14,010) $(17,612) $(44,853)
  Loss from discontinued operations                 (25)  (19,621)  (21,525)
  Gain (loss) from sale of discontinued
   operations                                      (121)  148,839    94,265
                                               --------  --------  --------
    Net income (loss) attributable to HC2
     Holdings, Inc.                            $(14,156) $111,606  $ 27,887
                                               ========  ========  ========


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


                                                            December 31,
                                                         ------------------
                                                           2014      2013
                                                         --------  --------
Assets
Current assets:
  Cash and cash equivalents                              $107,978  $  8,997
  Short-term investments                                    4,867         -
  Accounts receivable (net of allowance for doubtful
   accounts receivable of $2,760 and $2,476 at December
   31, 2014 and 2013, respectively)                       151,558    18,980
  Costs and recognized earnings in excess of billings on
   uncompleted contracts                                   28,098         -
  Deferred tax asset - current                              1,701         -
  Inventories                                              14,975         -
  Prepaid expenses and other current assets                18,590    40,594
  Assets held for sale                                      3,865     6,329
                                                         --------  --------
    Total current assets                                  331,632    74,900
Restricted cash                                             6,467         -
Long-term investments                                      48,674         -
Property, plant and equipment, net                        239,851     2,962
Goodwill                                                   27,990     3,378
Other intangible assets, net                               31,144         -
Deferred tax asset - long-term                             15,811         -
Other assets                                               22,479     6,440
                                                         --------  --------
    Total assets                                         $724,048  $ 87,680
                                                         ========  ========
Liabilities, temporary equity and stockholders' equity
Current liabilities:
  Accounts payable                                       $ 79,794  $  6,964
  Accrued interconnection costs                             9,717    12,456
  Accrued payroll and employee benefits                    20,023     1,854
  Accrued expenses and other current liabilities           34,042     5,550
  Billings in excess of costs and recognized earnings on
   uncompleted contracts                                   41,959         -
  Accrued income taxes                                        512        53
  Accrued interest                                          3,125         -
  Current portion of long-term debt                        10,444         -
  Current portion of pension liability                      5,966         -
  Liabilities held for sale                                     -     4,823
                                                         --------  --------
    Total current liabilities                             205,582    31,700
Long-term debt                                            332,927         -
Pension liability                                          31,244         -
Other liabilities                                           1,617     1,571
                                                         --------  --------
    Total liabilities                                     571,370    33,271
                                                         --------  --------
Commitments and contingencies
Temporary equity
  Preferred stock, $0.001 par value - 20,000,000 shares
   authorized; Series A - 30,000 and 0 shares issued and
   outstanding at December 31, 2014 and 2013,
   respectively; Series A-1 - 11,000 and 0 shares issued
   and outstanding at December 31, 2014 and 2013,
   respectively                                            39,845         -
                                                         --------  --------
Stockholders' equity:
  Common stock, $0.001 par value - 80,000,000 shares
   authorized; 23,844,711 and 14,257,545 shares issued
   and 23,813,085 and 14,225,919 shares outstanding at
   December 31, 2014 and 2013, respectively                    24        14
  Additional paid-in capital                              147,081    98,598
  Accumulated deficit                                     (41,880)  (29,773)
  Treasury stock, at cost - 31,626 shares at December
   31, 2014 and 2013, respectively                           (378)     (378)
  Accumulated other comprehensive loss                    (15,178)  (14,052)
                                                         --------  --------
    Total HC2 Holdings, Inc. stockholders' equity before
     noncontrolling interest                               89,669    54,409
  Noncontrolling interest                                  23,164         -
                                                         --------  --------
    Total stockholders' equity                            112,833    54,409
                                                         --------  --------
Total liabilities, temporary equity and stockholders'
 equity                                                  $724,048  $ 87,680
                                                         ========  ========


HC2 HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)


                                                Years Ended December 31,
                                            -------------------------------
                                               2014       2013       2012
                                            ---------  ---------  ---------
Cash flows from operating activities:
  Net income (loss)                         $  (9,548) $ 111,606  $  27,869
  Adjustments to reconcile net income
   (loss) to net cash provided by (used in)
   operating activities:
    Provision for doubtful accounts
     receivable                                   403      1,507      4,819
    Share-based compensation expense           11,487      2,286      5,194
    Depreciation and amortization               8,967     23,964     43,239
    Amortization of deferred financing
     costs                                        240          -          -
    (Gain) loss on sale or disposal of
     assets                                       816   (148,848)   (93,175)
    (Gain) loss on sale of investments           (434)         -          -
    Equity investment (income)/loss            (3,359)         -          -
    Impairment of goodwill and long-lived
     assets                                       291      3,123     20,298
    Amortization of debt discount               1,593         86        201
    Loss on early extinguishment or
     restructuring of debt                     11,969     21,124     21,682
    Gain on bargain purchase                   (1,417)         -          -
    Realized loss on marketable securities      1,608          -          -
    Change in fair value of Contingent
     Value Rights                                   -    (14,904)    (1,292)
    Deferred income taxes                     (31,838)      (522)       119
    Unrealized foreign currency transaction
     (gain) loss on intercompany and
     foreign debt                                 225       (764)      (324)
    Changes in assets and liabilities, net
     of acquisitions:
      (Increase) decrease in accounts
       receivable                              23,306     (2,892)    16,372
      (Increase) decrease in costs and
       recognized earnings in excess of
       billings on uncompleted contracts       (1,139)         -          -
      (Increase) decrease in inventories        6,616        644        662
      (Increase) decrease in prepaid
       expenses and other current assets       28,044     (5,346)    (2,059)
      (Increase) decrease in other assets       1,870      3,221      5,933
      Increase (decrease) in accounts
       payable                                 23,956     (2,014)    (8,393)
      Increase (decrease) in accrued
       interconnection costs                   (2,790)     4,418     (3,397)
      Increase (decrease) in accrued
       payroll and employee benefits            6,825     (5,287)         -
      Increase (decrease) in accrued
       expenses and other current
       liabilities                            (14,451)      (829)    (8,203)
      Increase (decrease) in billings in
       excess of costs and recognized
       earnings on uncompleted contracts      (23,793)         -          -
      Increase (decrease) in accrued income
       taxes                                   (1,091)    (7,432)      (942)
      Increase (decrease) in accrued
       interest                                 3,049     (1,715)    (3,870)
      Increase (decrease) in other
       liabilities                             (1,951)    (1,741)    (1,164)
      Increase (decrease) in pension
       liability                               (6,641)         -          -
                                            ---------  ---------  ---------
        Net cash provided by (used in)
         operating activities                  32,813    (20,315)    23,569
                                            ---------  ---------  ---------
Cash flows from investing activities:
  Purchases of property, plant and
   equipment                                   (5,819)   (12,577)   (31,747)
  Sale of property and equipment and other
   assets                                       3,706          9         25
  Purchases of equity investments             (22,909)         -          -
  Purchases of available-for-sale
   securities                                  (9,875)         -          -
  Investment in debt securities                  (250)         -          -
  Sale of available-for-sale securities         2,411          -          -
  Cash from disposition of business, net of
   cash disposed                                2,495    270,634    183,101
  Cash paid for business acquisitions, net
   of cash acquired                          (146,026)      (397)    (1,707)
  Purchase of noncontrolling interest         (38,403)         -          -
  (Increase) decrease in restricted cash       (1,785)       475         66
                                            ---------  ---------  ---------
        Net cash (used in) provided by
         investing activities                (216,455)   258,144    149,738
                                            ---------  ---------  ---------
Cash flows from financing activities:
  Proceeds from long-term obligations         915,896          -          -
  Principal payments on long-term
   obligations                               (689,745)  (128,036)  (120,763)
  Payment of fees on restructuring of debt    (12,333)    (1,201)   (13,455)
  Proceeds from sale of common stock, net       6,000      1,158        124
  Proceeds from sale of preferred stock,
   net                                         40,050          -          -
  Proceeds from the exercise of warrants
   and stock options                           24,348          -          -
  Payment of dividend equivalents                   -     (1,235)      (125)
  Payment of dividends                         (1,626)  (119,788)   (55,265)
  Receipt of dividends                          2,081          -          -
  Taxes paid in lieu of shares issued for
   share-based compensation                       (47)    (1,000)    (1,653)
                                            ---------  ---------  ---------
        Net cash provided by (used) in
         financing activities                 284,624   (250,102)  (191,137)
                                            ---------  ---------  ---------
Effects of exchange rate changes on cash
 and cash equivalents                          (2,001)    (1,927)       (25)
                                            ---------  ---------  ---------
Net change in cash and cash equivalents        98,981    (14,200)   (17,855)
Cash and cash equivalents, beginning of
 period                                         8,997     23,197     41,052
                                            ---------  ---------  ---------
Cash and cash equivalents, end of period    $ 107,978  $   8,997  $  23,197
                                            =========  =========  =========


HC2 HOLDINGS, INC. PRO FORMA NET REVENUE (in thousands)


                                  Years Ended             Year-over-Year
                         ----------------------------  --------------------
                              2014           2013
                         -------------  -------------
                           Net    % of    Net    % of
(in thousands)           Revenue Total  Revenue Total  Variance  Variance %
------------------------ ------- -----  ------- -----  --------  ----------
  Telecommunications     161,953  19.0% 230,686  28.8%  (68,733)      -29.8%
  Manufacturing          526,141  61.6% 416,142  51.9%  109,999        26.4%
  Marine Services        163,595  19.2% 154,862  19.3%    8,733         5.6%
  Utilities                1,839   0.2%       -   0.0%    1,839       100.0%
                         ------- -----  ------- -----  --------  ----------
  Total Net Revenue      853,528 100.0% 801,690 100.0%   51,838         6.5%
                         ======= =====  ======= =====  ========  ==========



HC2 HOLDINGS, INC. PRO FORMA ADJUSTED EBITDA (in thousands)


                    As
                 Reported                      Pro Forma
                 --------  ------------------------------------------------

                    HC2                                               HC2
                 Holdings,                                         Holdings,
                    Inc.    Schuff     GMSL       ICS      Other      Inc.
                   Year      Year      Year      Year      Year      Year
                   Ended     Ended     Ended     Ended     Ended     Ended
                           December  December  December  December
                 December  31, 2014  31, 2014  31, 2014  31, 2014  December
                 31, 2014     (1)       (2)       (3)       (4)    31, 2014
                 --------  --------  --------  --------  --------  --------

Net income
 (loss)          $(12,107) $ 19,278  $ 27,796  $ (1,342) $(32,977) $ 12,755
Adjustments to
 reconcile net
 income (loss)
 to Adjusted
 EBIT:
  Asset
   impairment
   expense            291         -         -       291         -       291
  (Gain) loss on
   sale or
   disposal of
   assets            (162)       (2)      104      (160)        -       (58)
  Interest
   expense         10,754     1,627     4,708         1     9,127    15,463
  Amortization
   of debt
   discount         1,593         -         -         -     1,593     1,593
  Loss on early
   extinguishment
     of debt       11,969         -         -         -    11,969    11,969
  Gain from
   contingent
   rights
   valuation            -         -         -         -         -         -
  Interest
   income and
   other
   expense, net      (436)     (476)   (3,174)      (85)      174    (3,561)
  Foreign
   currency
   (gain) loss     (1,061)        -       764      (414)      222       572
  (Gain) loss
   from sale of
   discontinued
   operations         121         -         -         -       121       121
  Gain (loss)
   from
   discontinued
   operations          25        35     3,007         -        36     3,078
  Income tax
   (benefit)
   expense        (24,484)   13,318     1,069         -   (34,245)  (19,858)
  (Income) from
   equity
   investees       (3,359)        -    (7,201)        -       886    (6,315)
  Acquisition
   and related
   charges         13,044         -         -         -    13,044    13,044
  Noncontrolling
   interest         2,559     3,569     2,821         -      (570)    5,820
  Share-based
   payment
   expense         11,487         -         -         -    11,487    11,487
                 --------  --------  --------  --------  --------  --------
    Adjusted
     EBIT          10,235    37,349    29,894    (1,709)  (19,133)   46,401
  Depreciation
   and
   amortization     4,617     4,139    13,059       528       485    18,211
  Depreciation
   and
   amortization
   (included in
   cost of
   revenue)         4,338     4,338         -         -         -     4,338
                 --------  --------  --------  --------  --------  --------
    Adjusted
     EBITDA      $ 19,190  $ 45,826  $ 42,953  $ (1,181) $(18,648) $ 68,950
                 ========  ========  ========  ========  ========  ========

    (1) Schuff includes activity for the 5 months ended May 26, 2014, prior
        to our acquisition of a controlling interest.
    (2) Bridgehouse Marine includes activity for the period ended September
        22, 2014, prior to our acquisition of a controlling interest
    (3) ICS activity does not include any pro forma adjustments
    (4) Other includes activity for the 7 months ended July 31, 2014 for
        ANG, prior to our acquisition of a controlling interest.


For More Information on HC2 Holdings, Inc., Please Contact:
[email protected]

Source: HC2 Holdings, Inc.



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