HC2 HOLDINGS, INC. Investor Presentation © HC2 Holdings, Inc. 2018 October 2018
Company Overview
HC2 Holdings, Inc. (NYSE: HCHC) W h o W e A r e P u b l i c l y t r a d e d d i v e r s i f i e d h o l d i n g c o m p a n y w i t h p o r t f o l i o o f u n c o r r e l a t e d a s s e t s a n d i n v e s t m e n t s P e r m a n e n t c a p i t a l S t r a t e g i c a n d f i n a n c i a l p a r t n e r T e a m o f v i s i o n a r i e s W h a t W e Do B u y a n d b u i l d c o m p a n i e s P a r t n e r w i t h o p e r a t i n g m a n a g e me n t t e a m s t o e x e c u te b u s i ne s s p l a n s D e l i v e r s u s ta i na b l e v a l u e f o r s h a r e ho l der s © 2 0 1 8 H C 2 H O L D I N G S , I NC. 10
Why Invest in the HC2 Approach? Diverse portfolio of uncorrelated assets and investments across multiple industries Unique combination of operating entities accessible through one investment – Controlling stakes in leading, stable, cash flow generating businesses Active management methodology to creating shareholder value by driving asset and capital appreciation of subsidiary and investment holdings – Long-term strategy allows management teams the ability to execute business plans Continue to drive organic and inorganic growth; Increasing “Core Operating Subsidiary” Revenue and Adjusted EBITDA Well-positioned with financial flexibility 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 stakeholders with a unique balance of stability Look to not only create, but ultimately extract and monetize value where appropriate * © 2 0 1 8 H C 2 H O L D I N G S , I NC. 11
How HC2 Builds Value 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, while maintaining rigorous diligence, provides HC2 a competitive advantage over traditional private equity firms E n v i s i o n – Seek to build value over the long-term – Leadership team’s expansive network results in unique deal flow – Target a barbell investment strategy E n v i s i o n • Stable cash flow generation • Early-stage companies with option value E m p o w e r M a n a g e m e n t E x e c u t e – Partner with experienced management – Focus on speed of execution teams – Capitalize on opportunities to – Establish specific operating objectives create, extract and monetize value and clear growth plans – Realize synergies and optimize – Provide financial expertise E m p o w e r E x e c u t e resources – Help execute strategy – Deliver sustainable value © 2 0 1 8 H C 2 H O L D I N G S , I NC. 12
HC2’s Diversified Portfolio Core Financial Core Operating Subsidiaries Services Subsidiaries Construction: Marine Services: Energy: Telecommunications: Insurance: DBM GLOBAL (SCHUFF) GMSL ANG PTGI ICS CIG One of the largest steel Leading provider of subsea Premier distributor of natural International wholesale Platform to invest in long-term care fabrication and erection cable installation, gas motor fuel throughout the telecom service company (LTC) portfolio of assets companies in the U.S. maintenance and protection U.S. Global sales presence Initially acquired American Offers full suite of integrated steel in telecom, offshore power Financial Group’s LTC assets Currently own or operate Internal and scalable construction and professional and oil & gas Ring Fenced Liabilities – No Parent ~40 natural gas fueling offshore back office services Guarantees JV’s with Huawei Marine stations throughout United operations 100% ownership Pending acquisition of GrayWolf Networks & S.B. Submarine States Industrial, entry into heavy Systems (China Telecom) 100% ownership ~$68.7m of statutory surplus 67.7% ownership maintenance and repair industry LTM 6/30/18 Revenue: $742.4 ~$85.4m total adjusted capital 72.5% ownership LTM 6/30/18 Revenue: $19.6 92.5% ownership million ~$1.5b cash & invested assets LTM 6/30/18 Revenue: $194.0 million LTM 6/30/18 Revenue: $663.2 LTM 6/30/18 Adjusted EBITDA: Recently closed acquisition of million LTM 6/30/18 Adjusted EBITDA: Humana’s $2.4b LTC assets: million $5.5 million LTM 6/30/18 Adjusted EBITDA: $4.3 million ~$155 - $175 million pro-forma LTM 6/30/18 Adjusted EBITDA: $42.0 million statutory surplus; ~$185-$205 million $57.4 million pro-forma total adjusted capital Early Stage and Other Holdings Life Sciences: PANSEND Broadcasting: Other: BeneVir: Oncolytic viral immunotherapy for treatment of solid cancer tumors; Sold to Janssen 704Games Biotech (Johnson & Johnson) for up to $1.04 billion 2Q18 HC2 Broadcasting Holdings Capitalizing on Over-the-Air (Formerly DMR) MediBeacon: Unique non-invasive real-time monitoring of kidney function; MediBeacon recently broadcast opportunities Owns worldwide granted Breakthrough Device designation from the FDA; MediBeacon’s device is intended to exclusive licensing ® measure GFR in patients with impaired or normal kidney function rights to NASCAR simulation style racing R2 Dermatology: Medical device to brighten skin based on Mass. General Hospital technology titles 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 All data as of equity ownership percentages and CIG metrics are as of June 30, 2018; Humana acquisition closed on 8/9/18 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 13
Significant Value Creation Since inception in 2014, HC2: – Increased market capitalization from ~$46 million to ~$240 million and increased revenues from ~$230 million to ~$1.6 billion – Received ~$200 million in total dividends, distributions, tax share and asset management fees from subsidiaries and investments Since HC2’s acquisition of DBM Global in 2014, DBM: – Increased Adjusted EBITDA by ~93% and increased backlog from ~$400 million to ~$656 million (6/30/18) with a record high of ~$723 million (4Q’17) – DBM’s projects/customers have included the Inglewood NFL Stadium (LA Rams / LA Chargers), Apple, Google, Facebook, Tesla, etc. Since HC2’s acquisition of Global Marine in 2014, Global Marine: – Successfully renewed all three of its critical, long-term telecom maintenance agreements, representing approximately half of the world’s contracted telecom maintenance zones – Renewed its fleet of marine assets through strategic acquisitions and substantially reduced debt and pension liabilities by ~31% – Huawei Marine joint venture profit, of which Global Marine owns 49%, increased from ~$2 million in 2014 to ~$40 million in FY17; Increased cash/equivalents/securities from ~$16 million to ~$73 million in the same period – Huawei Marine joint venture recently implemented a long-term annual dividend policy Since HC2’s initial investment in American Natural Gas in 2014, ANG: – Increased its Compressed Natural Gas (“CNG”) fueling station footprint to ~40 stations across the United States from two stations at the time of HC2’s initial investment – Increased annual gasoline-gallon equivalents to ~12 million and increased the flow of Renewable Natural Gas (“RNG”) through the ANG stations Since HC2’s acquisition of PTGi-ICS in 2014, PTGi-ICS: – Increased Adjusted EBITDA from a loss generating business at the time of HC2’s acquisition to ~$5.5 million in the LTM period ended 6/30/18 Since HC2’s initial acquisition of the long-term care assets from American Financial Group in 2015, our insurance subsidiary: – Has grown platform assets to approximately $4.1 billion in cash, cash equivalents and invested assets and has more than doubled its total adjusted capital base, through its recently completed acquisition of Humana’s long-term care insurance business – Built a powerful insurance platform, including a team over 100 insurance professionals based in Austin, Texas, which has served as a competitive advantage in acquiring books of business – Provides a valuable fee stream through various asset management fees, providing a source of upstream liquidity to HC2 Since HC2’s initial investment in the Life Sciences Platform in 2014: – BeneVir Biopharm was acquired by Janssen Biotech, Inc., (Johnson & Johnson) for up to $1.04 billion; $140 million upfront cash payment and ~$900 million of pre-determined milestones (Pansend owned ~76% of BeneVir); HC2’s total investment in BeneVir was ~$8 million – MediBeacon recently granted Breakthrough Device designation from the FDA; MediBeacon’s device is intended to measure GFR in patients with impaired or normal kidney function – R2 Dermatology received two U.S. Food and Drug Administration (“FDA”) approvals Since HC2’s initial broadcast acquisitions in 2017: – HC2 has acquired spectrum and licenses to cover a significant part of the U.S. – Currently have over 160 operational stations, including 13 full-power stations, 49 Class A stations and 102 low power stations* – Currently have an additional ~400 silent licenses and construction permits in over 130 U.S. Markets including nine of the top 10 markets nationwide *Includes closed and pending transactions © 2 0 1 8 H C 2 H O L D I N G S , I NC. 14
Recent Developments Overview: DBM Global DBM Global recently announced the pending acquisition of GrayWolf Industrial for a purchase price of $135.0 million at ~6.9x EBITDA multiple. Benefits of the acquisition include: Strategic entry into the heavy maintenance and repair industry, providing critical diversification and expansion of DBM Global’s product and service offerings Immediately accretive to EBITDA, minimal capital expenditure requirements and strong free cash flow generation Identified acquisition cost synergies and broader value proposition to combined customer base Offsets cyclicality of commercial and industrial construction markets Global Marine Group Global Marine recently began a process to explore strategic alternatives, including a possible sale, that will capitalize on the substantial value creation since acquisition in 2014 Net proceeds from potential sale would be used by HC2 to pay down senior secured debt In the third quarter, shareholders of Global Marine’s HMN joint venture, implemented a long-term annual dividend policy. As a result of this new policy: Global Marine received a $9.8 million cash dividend in the third quarter and will receive an additional $4.9M in 4Q18 and $4.9M in 2Q19 Going forward, annual dividends to be distributed at a minimum of 30% of cumulative distributable net profits providing a more stable source of incremental liquidity to Global Marine Continental General Insurance Company (“CGIC”) CGIC recently closed the previously announced acquisition of the long-term care insurance business, KMG America Corporation (“KMG”) from Humana, Inc. The acquisition more than doubled CGIC’s total adjusted capital base and the combined investment portfolio allows for increased asset management fees, providing an important source of upstream liquidity to HC2 Going forward, estimated $15 to $17 million management fee annually, post KMG Acquisition Life Sciences On October 22, 2018, HC2 announced that MediBeacon, Inc., a portfolio company within Pansend, was granted Breakthrough Device designation by the U.S. Food and Drug Administration for a device intended to measure Golmerular Filtration Rate in patients with impaired or normal renal function © 2 0 1 8 H C 2 H O L D I N G S , I NC. 15
Preliminary Third Quarter 2018 Financial Highlights* Overview: Net Revenue We expect to record net revenue for the third quarter of 2018 consistent with our previously reported net revenue for the second quarter of 2018 Our net revenue attributable to our Core Operating Subsidiaries for the third quarter of 2018 is expected to total approximately $433 million for the three months ended September 30, 2018, comprised as follows: Construction of approximately $195 million, Marine Services of approximately $45 million, Energy of approximately $5 million and Telecommunications of approximately $188 million Cash and Cash Equivalents As of September 30, 2018, HC2 had consolidated cash, cash equivalents of approximately $832 million, of which approximately $44 million was held at HC2 and approximately $749 million in the Insurance Segment Debt As of September 30, 2018, consolidated debt was approximately $707 million, which included $510 million in aggregate principal amount of Existing Notes and approximately $197 million of subsidiary debt Adjusted EBITDA – Core Operating Subsidiaries HC2 expects to record total Adjusted EBITDA for HC2’s core operating segments, which consist of Construction, Marine Services, Energy and Telecommunications, of between $24 to $29 million for the three month period ended September 30, 2018, comprised as follows: Construction of approximately $15 to $17 million, Marine Services of approximately $7 to $9 million, Energy of approximately $1 million and Telecommunications of approximately $1 to $2 million *HC2 estimates of such preliminary financial data are based solely on information available to HC2 as of the date hereof and are subject to change. Accordingly, you should not place undue reliance on such preliminary data. Actual results remain subject to the completion of management's final review, as well as the review by HC2’s independent registered accounting firm, and HC2’s other financial closing procedures © 2 0 1 8 H C 2 H O L D I N G S , I NC. 16
Segment Detail
DBM Global Inc. Business Description: 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 L.A. Rams 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 Select Management: Rustin Roach – President and CEO Michael Hill – CFO and Treasurer Scott Sherman – VP, General Counsel Apple Shane Metzger - COO DC United Select Customers: Sacramento Kings © 2 0 1 8 H C 2 H O L D I N G S , I NC. 19
DBM Global Inc. Core Activities Products & Service Offerings Industries Served The largest structural steel fabricator and Structural Steel fabrication Commercial Industrial & Mining erector in the U.S. Steel erection services Conv. & Event Centers Infrastructure In-house structural & design engineering Structural engineering & design services Energy Leisure expertise Preconstruction engineering services Government Retail BIM (Building Information Modeling) Healthcare Transportation Project Mgmt (proprietary SIMS platform) Provides specialty maintenance, repair & Extensive track record delivering complex Petrochemical installation services in the US. service and maintenance type projects for the Power power, petrochemical, pulp & paper, and GrayWolf Organized in four business segments – Titan Pulp & paper Contracting, Inco Services, Milco National, & refinery end markets Industrial Oil refineries Titan Fabricators 60% of revenue is service contracts Assets of Mountain States Steel became part Extensive track record delivering structural steel Bridge of Schuff Steel (4Q17) for iconic projects throughout the Western Infrastructure Mountain States Steel has a modern United States: San Francisco-Oakland Bay Leisure fabrication facility located on approximately Bridge, Alameda Corridor Transportation 32 acres in Lindon, Utah. Authority Bridge, Mile High Stadium, Paris Hotel & Casino in Las Vegas, etc. Provides structural steel fabrication & erection Structural Steel fabrication (subcontracted) Commercial Leisure services for smaller projects leveraging Steel erection services (subcontracted) Government Retail subcontractors and in-house project managers Project Mgmt (proprietary SIMS platform) Healthcare Transportation Manufactures equipment for use in the Design engineering Petrochemical petrochemical oil & gas industries, such as: Fabrication services Oil & gas infrastructure pollution control scrubbers, tunnel liners, Pipelines pressure vessels, strainers, filters & separators A highly experienced global Detailing and 3D Steel Detailing Commercial Industrial & Mining BIM Modelling company 3D BIM Modelling Conv. & Event Ctrs Infrastructure BIM Management Energy Leisure Integrated Project Delivery (IPD) Government Retail 3D Animation and Visualization Healthcare Transportation A global Building Information Modelling (BIM), Steel Detailing Commercial Industrial & Mining Steel Detailing and Rebar Detailing firm Rebar Detailing Conv. & Event Ctrs Infrastructure 3D BIM Modelling Energy Leisure Connection Design Government Retail Forensic Modelling & Animation Healthcare Transportation The premiere Bridge and Complex Structures Bridge Detailing Bridge Energy Detailing and Building Information Modelling Steel Detailing Commercial Government (BIM) firm in N.A. 3D BIM Modelling Conv. & Event Ctrs Infrastructure Connection Design © 2 0 1 8 H C 2 H O L D I N G S , I NC. 20
DBM Global Historical Financial Summary ($USD millions) Revenue Adjusted EBITDA $700.0 $663.2 $70.0 20.0% $59.9 18.0% $600.0 $579.0 $60.0 $57.4 16.0% $502.7 $51.6 $500.0 $50.0 14.0% 11.9% 12.0% $400.0 $40.0 8.9% 8.7% 10.0% $300.0 $30.0 8.0% $200.0 $20.0 6.0% 4.0% $100.0 $10.0 2.0% $0.0 $0.0 0.0% 2016 2017 LTM 6/30/18 2016 2017 LTM 6/30/18 Adj. EBITDA Adj. EBITDA Margin Free Cash Flow(1) Backlog $70.0 $800.0 $675.4 $60.0 $55.7 $55.2 $49.2 $600.0 $50.0 $40.0 $400.0 $723.4 $30.0 $656.4 $503.5 $20.0 $200.0 $10.0 $4.0 $9.3 $6.4 $0.0 $4.2 $2.4 $2.2 $0.0 2016 2017 LTM 6/30/18 2016 2017 6/30/2018 Total Backlog is $675.4 million inclusive of Maintenance CapEx Growth CapEx FCF contracts awarded, but not yet signed 1. Free Cash Flow defined as Adjusted EBITDA less Maintenance Capital Expenditures. © 2 0 1 8 H C 2 H O L D I N G S , I NC. 21
GrayWolf Industrial Inc. (“GrayWolf”) Business Description Blue Chip Customer Base GrayWolf, which DBM Global is under contract to acquire, is a leader in industrial services focusing on highly complex, labor-intensive specialty maintenance, repair and installation services to diverse end markets across a national footprint The Company has built a reputation for high quality service over its nearly 40 year operating history, through a leading safety record, superior service quality, national scale, local relationships and access to skilled labor Specialty mechanical contracting Specialty construction solutions to Turnarounds, tank construction, Custom steel fabrication for heavy Business services the pulp and paper and other and piping, among a broad industrial markets Overview processing markets service offering Plant maintenance Plant maintenance Plant maintenance Engineering Specialty welding Process piping Specialty welding Design Equipment setting / rigging Equipment, tanks, and vessels Equipment setting / rigging Modularization fabrication and erection Services Mechanical construction Piping systems Custom mechanical services Overview Modularization Engineering, procurement, and Tanks and vessels Pipe fabrication Piping construction Fabrication Tanks and vessels Tanks and vessels Civil, mechanical, and electrical General mechanical construction Machining construction Power Pulp & paper Power Heavy industrial Petrochemical Petrochemical Refining Primary End Refining Industrial Petrochemical Markets Industrial Metals, mining & minerals Water treatment Water treatment Industrial © 2 0 1 8 H C 2 H O L D I N G S , I NC. 22
GrayWolf Industrial Inc. (“GrayWolf”) Strategic Rationale: GrayWolf Industrial provides DBM Global with an entry into the heavy maintenance and repair industry, diversifying its revenue stream from large commercial construction projects while capitalizing on strong customer relationships with prime contracts and a culture focused on ROI when bidding and pricing work GrayWolf substantially increases DBM’s exposure to recurring maintenance work, providing increased revenue stability and visibility The acquisition increases the combined business’ exposure to industrial build, diversifying away from more cyclical commercial construction market GrayWolf’s asset light business model requires minimal capital expenditure spend which translates to higher free cash flow conversion DBM management believes the GrayWolf acquisition will allow for the combined company to cross sell its products amongst its current customer base and provide meaningful synergies related to accounting and consolidated back office expenses Transaction Overview: The purchase price for the acquisition is $135.0 million or ~6.9x 2017 Adjusted EBITDA(1) of $19.7 million which represents a compelling multiple given comparable transactions in the sector The acquisition is expected to be financed by an $80.0 million Term Loan financing at DBM Global, $40.0 million of common or preferred stock issued by DBM Global, debt issued by DBM Global, or a combination thereof and $15.0 million of cash from DBM Additionally, DBM Global’s ABL Revolver is expected to be upsized to $90.0 million with this transaction 1. GrayWolf Adjusted EBITDA represents normalized EBITDA view, which excludes certain expenses management believes will not be continuing post-acquisition in order to © 2 0 1 8 H C 2 H O L D I N G S , I NC. 23 better reflect ongoing earnings capacity
Global Marine Group - Business Description: “Engineering a Clean and Connected Future” Leading provider of offshore marine engineering delivered via three business units Founded in 1850 - Headquartered in UK with major regional hub in Singapore Select Management: Dick Fagerstal – Executive Chairman Ian Douglas – Chief Executive Officer Global Marine Highlights: CWind Highlights: Global Offshore Highlights: Fiber optic cable solutions to the Power cable and asset management services Trenching and power cable lay services to telecommunications and oil & gas markets to the offshore renewables & utilities the oil & gas industry Installed roughly 21% of the world's subsea Through it’s Complete Cable Care package To date, the Global Offshore team has been fiber optic cable, amounting to 300,000km recognised for speedy mobilisation in power involved in the installation of more than 470 cable repair solutions In maintenance, Global Marine benefits power cables CWind delivers a broad spectrum of topside from long-term contracts with high renewal Market-leading Q1400 trenching system and subsea services to developers and has rates; Responsible for 385,000km of the total experience at almost 50 wind farms to date effective in the harshest of seas and most 1,200,000 km of global in-service cable challenging of seabed conditions CWind is recognized for having the most fuel Significant opportunities in Telecom through efficient Crew Transport Vessel (CTV) fleet in the Completed work on six UK and two 49% owned strategic joint ventures with market European wind farms to date Huawei Technologies (HMN) and China CWind Taiwan joint venture launched in Q1 Multiple operations in oil & gas for major oil Telecom (SBSS) 2018 to support the growing Taiwan offshore companies such as Shell and BP renewables market Select Customers: © 2 0 1 8 H C 2 H O L D I N G S , I NC. 24
Maintenance Wind Farm Trenching Provision of vessels on standby to repair fiber optic Offshore wind planning, construction and Trenching of cables, rigid & flexible pipelines telecom cables in defined geographic zones operations & maintenance support services and umbilicals Location of fault, cable recovery, jointing and Fleet of Crew Transfer Vessels (CTVs) which have Precision installation in challenging seabed re-deployment of cables a historically high utilisation and are positioned 4th environments utilizing the market-leading Operation of depots storing cable and spare parts in the overall CTV market Q1400 which able to perform jet trenching in across the globe Over 250 certified & experienced personnel soils of up to 100KPA Management of customer data through the life of the including technicians, riggers, slingers, lifting Providing maximum, long-term protection of cable system supervisors & foremen assets Offshore training facility Engineering support & project management Fiber Optic Cable Installation Power Cable Installation & Repair Power Cable Installation Provision of turnkey repeated telecom systems via Installation for inter-array power cables for Planning, installation, burial, storage, testing, Huawei Marine (“HMN”) joint-venture offshore wind market locating, recovering and maintaining subsea CoreActivities Installation contracts for telecom customers Maintenance provision, including cable storage, cables and other subsea assets Services include route planning, route survey, cable power joint development and vessel availability Modern assets including the Global mapping, route engineering, laying, trenching and Offshore wind planning, Interconnector Symphony and the Q1400 trenching system burial at all depths installation Approximately 400 m² of available space aft Fiber optic communications infrastructure to offshore Services include route planning, route survey, of the cable lay spread, allowing space for platforms cable mapping, route engineering, laying, up to ten 20 foot containers of cable trenching and burial at all depths protection system 470 power cables installed to date Cable Retriever C.S. Sovereign 18 owned & 3 Crew Transfer Vessels on long-term Global Symphony Wave Sentinel CS Recorder charter ASV Pioneer Cable Innovator Networker C.S. Sovereign Global Symphony CS Recorder Vessels Global Symphony ASV Pioneer Sino British Submarine Systems in Asia (SBSS); Joint CWind Training(100%) venture (49%) with China Telecom Sino British Submarine Systems in Asia (SBSS); Joint Huawei Marine; Joint venture (49%) with Huawei venture (49%) with China Telecom Technologies CWind Taiwan; joint venture (51%) with Ventures International Cableship Pte Ltd (“ICPL”) International Ocean Vessel Technical Consultant Joint venture (30%) with SingTel and ASEAN Cableship (IOVTEC) Joint SCDPL; Joint venture (40%) with SingTel © 2 0 1 8 H C 2 H O L D I N G S , I NC. 25
Historical Financial Summary ($USD millions) Revenue Adjusted EBITDA $194.0 $200.0 $60.0 60.0% $169.5 $161.9 $59.8 $50.0 50.0% $44.0 $150.0 $42.0 $37.0 $51.1 $41.2 $40.0 40.0% $42.4 $38.4 $27.2 $100.0 $30.0 25.4% 26.0% 30.0% 21.6% $20.0 20.0% $50.0 $86.5 $91.2 $91.8 $10.0 10.0% $0.0 $0.0 0.0% 2016 2017 LTM 6/30/18 2016 2017 LTM 6/30/18 Maintenance Telecom Install O&G / Power Install Adj. EBITDA Adj. EBITDA Margin Capital Expenditures Free Cash Flow(1) $60.0 $60.0 $50.0 $50.0 $40.7 $40.0 $40.0 $35.5 $30.0 $30.0 $30.0 $19.9 $20.0 $20.0 $12.2 $10.5 $7.9 $10.0 $6.5 $10.0 $7.2 $12.0 $5.7 $0.0 $3.3 $0.0 2016 2017 LTM 6/30/18 2016 2017 LTM 6/30/18 Maintenance CapEx Growth CapEx 1. Free Cash Flow defined as Adjusted EBITDA less Maintenance Capital Expenditures. © 2 0 1 8 H C 2 H O L D I N G S , I NC. 26
American Natural Gas Business Description: Designs, builds, owns, operates and maintains compressed natural gas commercial fueling stations for transportation Building a premier nationwide network of publically accessible heavy duty CNG fueling stations throughout the United States designed and located to serve fleet customers – Completed the integration & upgrade of 18 fueling stations acquired in 2016; ~40 stations currently owned or operated nationwide – Expect to expand station footprint via organic and select M&A opportunities Founded in 2011, with headquarters in Saratoga Springs, New York Select Management: Drew West – Founder and Chief Executive Officer “Fueling the Future” Why CNG?: Currently ~40 stations owned or operated in 14 states across the United States* American transportation sector is rapidly converting from foreign-dependent diesel fuel to clean burning natural gas: – Substantially 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 a leading candidate for alternatives to gasoline and diesel for the motor vehicle market © 2 0 1 8 H C 2 H O L D I N G S , I NC. 27
PTGi International Carrier Services (“PTGi ICS”) Business Description: 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 – 2Q18: Thirteenth consecutive quarter of positive Adjusted EBITDA 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, CIS, Asia, Romania and the UK Select Management: Craig Denson – Chief Executive Officer © 2 0 1 8 H C 2 H O L D I N G S , I NC. 28
Continental Insurance Group Business Description: The formation of Continental Insurance Group (“CIG”) in April 2015 to invest in the 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 “Ring Fenced” Liabilities – No Parent Guarantees In December 2015, Continental LTC Inc. (“CLI”), a wholly owned subsidiary of CIG, completed the acquisition of American Financial Group’s long-term care and life insurance businesses, United Teacher Associates Insurance Company (“UTAIC”) and Continental General Insurance Company (“CGIC”) In 2016, HC2 merged UTAIC into CGIC to form a single Texas-domiciled life insurance company, CGIC, and unlock cost and capital efficiencies Key measures as of June 30, 2018: – Statutory Surplus ~$68.7million - Total Adjusted Capital ~$85.4 million – GAAP Assets of ~$2.1 billion / Cash and Invested Assets ~$1.5 billion Completed Acquisition of Humana’s Long-Term Care Insurance Business* Total Adjusted Capital ~$150 million; ~$2.4 billion of cash, cash equivalents and invested assets as of June 30, 2018 Immediately accretive to Continental’s Risk Based Capital ratio and Statutory Surplus Inclusive of the acquired Humana assets, Continental has approximately ~$4.1 billion in cash, cash equivalents and invested assets ~$155 - $175 million pro-forma statutory surplus ~$185 - $205 million pro-forma total adjusted capital Select Management: James P. Corcoran – Executive Chair – James 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 All data as of June 30, 2018 unless otherwise noted *Humana acquisition closed on 8/9/18 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 29
Pansend HC2’s Pansend Life Sciences Segment Is Focused on the Development of Innovative Healthcare Technologies and Products Recently completed sale to Janssen Biotech, Inc. (Johnson & Johnson) for up to $1.04 billion (2Q18); $8m total investment 76% 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) Recently granted Breakthrough Device designation from the FDA 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 All data as of June 30, 2018 unless otherwise noted Note: Equity ownership percentages do not reflect fully diluted amounts, © 2 0 1 8 H C 2 H O L D I N G S , I NC. except BeneVir, which reflects fully diluted ownership at the time of disposition. 30
HC2 Broadcasting Holdings Inc. Business Description* Broadcast Television Stations: Key Metrics** HC2 Broadcasting Holdings Inc., a subsidiary of HC2 Holdings, has Operational Stations: 164 strategically acquired broadcast assets across the United States – Full-Power Stations: 13 HC2’s broadcast vision is to capitalize on the opportunities to bring – Class A Stations: 49 valuable content to more viewers over-the-air and position the company – LPTV Stations: 102 for a changing media landscape Silent Licenses & Construction Permits: ~400 U.S. Markets: >130 Total Footprint Covers Approximately 60% of the U.S. Population Select Management: Kurt Hanson – Chief Technology Officer, HC2 Broadcasting Holdings Louis Libin – Managing Director, Strategy, HC2 Broadcasting Holdings Les Levi – Chief Operating Officer, HC2 Broadcasting Holdings Rebecca Hanson – General Counsel, HC2 Broadcasting Holdings Manuel Abud – President and CEO, Azteca America * Map based on 2010 population data; footprint includes pending FCC assignment applications as of August 7, 2018 ** Metrics include pending transactions as of August 7, 2018. © 2 0 1 8 H C 2 H O L D I N G S , I NC. 31
Financial Overview
Segment Financial Summary ($m) Q2 2018 Q1 2018 FY 2017 Q4 2017 Q3 2017 Q2 2017 Q1 2017 FY 2016 Core Operating Subsidiaries Construction $15.5 $10.0 $51.6 $15.1 $16.8 $11.1 $8.6 $59.9 Marine Services 20.4 (2.4) 44.0 15.3 8.8 3.6 16.3 41.2 Energy 3.0 0.7 2.9 0.4 0.3 1.0 1.2 2.5 Telecom 1.3 1.1 6.9 1.6 1.5 2.2 1.7 5.6 Total Core Operating $40.2 $9.3 $105.5 $32.4 $27.3 $17.9 $27.8 $109.1 Adjusted Early Stage and Other Holdings EBITDA Life Sciences ($4.9) ($4.4) ($22.4) ($5.2) ($8.2) ($4.9) ($4.1) ($12.0) Broadcasting (6.2) (5.1) (0.8) (0.8) 0.0 0.0 0.0 0.0 Other (1.0) (0.2) (2.3) 2.1 (1.1) (2.2) (1.2) (11.2) Total Early Stage and Other ($12.1) ($9.6) ($25.5) ($3.9) ($9.3) ($7.1) ($5.2) ($23.2) Non-Operating Corporate ($5.4) ($6.7) ($29.2) ($8.7) ($8.3) ($6.3) ($5.9) ($25.7) Total HC2 (excluding $22.7 ($6.9) $50.8 $19.7 $9.8 $4.6 $16.7 $60.2 Insurance) Pre-Tax Core Financial Services Insurance AOI Insurance $0.5 $2.2 $24.2 $3.6 $17.0 $4.1 ($0.5) ($2.7) Note: Reconciliations of Adjusted EBITDA and Pre-Tax Insurance AOI to U.S. GAAP Net Income in appendix. Table may not foot due to rounding. Pre-Tax Insurance Adjusted Operating Income for Q1 2016 was adjusted to exclude certain intercompany eliminations to better reflect the results of the Insurance segment, and remain consistent with internally reported metrics. Additional details in appendix. All data as of June 30, 2018 unless otherwise noted © 2 0 1 8 H C 2 H O L D I N G S , I NC. 33
Historical Consolidated Revenue and Adjusted EBITDA ($USD millions) Core Operating Revenue Core Operating Adjusted EBITDA(1) $1,700 $1,619.2 $120 $19.6 $109.1 $109.2 $1,466.8 $105.5 $1,500 $194.0 $2.5 $4.3 $1,406.0 $16.4 $2.9 $6.4 $100 $169.5 $1,300 $161.9 $41.2 $42.0 $80 $44.0 $1,100 $663.2 $502.7 $579.0 $900 $60 $700 $40 $500 $59.9 $51.6 $57.4 $735.0 $701.9 $742.4 $300 $20 $100 $6.9 $0 $5.6 $5.5 $(100) 2016 2017 6/30/2018 2016 2017 6/30/2018 PTGI ICS DBM Global Global Marine ANG PTGI ICS DBM Global Global Marine ANG Non-Core Operating Revenue Non-Core Operating Adjusted EBITDA(1) 2016 2017 LTM 6/30/18 2016 2017 LTM 6/30/18 CIG $142.5 $151.6 $161.2 Pansend ($12.0) ($22.4) ($22.6) Pansend - - - Broadcasting - (0.8) (12.1) Broadcasting - 4.8 26.5 Other (11.2) (2.3) (0.1) Other 9.7 11.0 8.4 Non-Op. Corp. - - - Non-Op. Corp. (25.7) (29.2) (29.0) Total Core + $1,558.1 $1,634.1 $1,815.4 Total Core + $60.2 $50.8 $45.3 Non-Core Non-Core 1. Adjusted EBITDA does not include results of HC2’s Insurance segment. © 2 0 1 8 H C 2 H O L D I N G S , I NC. 34
Appendix:
Free Cash Flow Generation ($USD millions) LTM 6/30/18 Core Operating Adj. EBITDA $ 109.2 Less: Non-Operating Corporate Adj. EBITDA 29.0 Less: DBM Global Maintenance Capex 2.2 Less: GMSL Maintenance Capex 12.0 Less: ANG Maintenance Capex 1.5 Less: Broadcasting Maintenance Capex 0.1 Less: HC2 Capex 0.1 Free Cash Flow(1) $ 64.3 Less: DBM Global Growth Capex 6.4 Less: GMSL Growth Capex 7.9 Less: ANG Growth Capex 3.8 Less: Pansend Growth Capex 0.3 Less: PTGi ICS Growth Capex 0.1 Less: Broadcasting Growth Capex 0.2 Free Cash Flow after Growth Capex $ 45.6 1. Free Cash Flow defined as Adjusted EBITDA less Maintenance Capital Expenditures. © 2 0 1 8 H C 2 H O L D I N G S , I NC. 36
Reconciliation of Net Revenue Last Twelve Months Ended June 30, 2018 (in thousands) Net revenue Twelve Months Ended Six Months Ended Latest Twelve Months December 31, June 30, June 30, June 30, 2017 2017 2018 2018 Construction $ 578,989 $ 251,628 $ 335,851 $ 663,212 Marine Services 169,453 80,565 105,098 193,986 Energy 16,415 8,382 11,580 19,613 Telecommunications 701,898 352,333 392,832 742,397 Core Operating $ 1,466,755 $ 692,908 $ 845,361 $ 1,619,208 Insurance 151,577 74,295 83,950 161,232 Broadcasting 4,765 - 21,745 26,510 Life Sciences - - - - Other 11,026 2,017 3,409 12,418 Non-operating Corporate - - - - Consolidating Elimination - - (3,996) (3,996) Total net revenue $ 1,634,123 $ 769,220 $ 950,469 $ 1,815,372 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 37
Reconciliation of Adjusted EBITDA Last Twelve Months Ended June 30, 2018 (in thousands) Adjusted EBITDA Twelve Months Ended Six Months Ended Latest Twelve Months December 31, June 30, June 30, September 30, 2017 2017 2018 2017 Construction $ 51,588 $ 19,688 $ 25,502 $ 57,402 Marine Services 44,027 19,995 17,956 41,988 Energy 2,911 2,201 3,624 4,334 Telecommunications 6,929 3,841 2,383 5,471 Core Operating $ 105,455 $ 45,725 $ 49,465 $ 109,195 Broadcasting (849) - (11,268) (12,117) Life Sciences (22,366) (8,986) (9,205) (22,585) Other (2,290) (3,321) (1,174) (143) Non-operating Corporate (29,152) (12,164) (12,056) (29,044) Total $ 50,798 $ 21,254 $ 15,762 $ 45,306 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 38
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended June 30, 2018 (in thousands) Three Months Ended June 30, 2018 Core Operating Subsidiaries Early Stage & Other Non- Life Other & operating Total HC2 Construction Marine Energy Telecom Sciences Broadcasting Elimination Corporate Net Income attributable to HC2 Holdings, Inc. $ 55,366 Less: Net Incom e attributable to HC2 Holdings Insurance Segm ent 565 Less: Consolidating elim inations attributable to HC2 Holdings Insurance (2,009) segm ent Net Income (loss) attributable to HC2 Holdings, Inc., excluding Insurance $ 7,397 $ 10,864 $ 679 $ 1,040 $ 74,124 $ (11,816) $ (552) $ (24,926) $ 56,810 Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1,665 6,429 1,359 87 53 743 21 20 10,377 Depreciation and amortization (included in cost of revenue) 1,686 - - - - - - - 1,686 Amortization of equity method fair value adjustment at acquisition - (370) - - - - - - (370) Asset impairment expense - - 277 - - 104 - - 381 (Gain) loss on sale or disposal of assets 13 (25) (192) - - 8 - - (196) Interest expense 458 1,328 426 - - 1,523 - 13,446 17,181 Loss on early extinguishment or restructuring of debt - - - - - 2,537 - - 2,537 Gain on sale of subsidiary - - - - (102,141) - - - (102,141) Other (income) expense, net (66) (1,981) 66 99 56 93 121 226 (1,386) Foreign currency (gain) loss (included in cost of revenue) - (420) - - - - - - (420) Income tax (benefit) expense 3,318 68 13 - 1 14 (272) 2,759 5,901 Noncontrolling interest 601 4,030 324 - 20,679 (700) (536) - 24,398 Bonus to be settled in equity - - - - - - - 175 175 Share-based compensation expense - 476 2 - 18 349 200 2,660 3,705 Acquisition and disposition costs 456 - - 49 2,355 928 - 240 4,028 Adjusted EBITDA $ 15,528 $ 20,399 $ 2,954 $ 1,275 $ (4,855) $ (6,217) $ (1,018) $ (5,400) $ 22,666 Total Core Operating Subsidiaries $ 40,156 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 39
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended March 31, 2018 (in thousands) Three Months Ended March 31, 2018 Core Operating Subsidiaries Early Stage & Other Non- Life Other & operating Total HC2 Construction Marine Energy Telecom Sciences Broadcasting Elimination Corporate Net (loss) attributable to HC2 Holdings, Inc. $ (34,996) Less: Net Incom e attributable to HC2 Holdings Insurance Segm ent 1,245 Less: Consolidating elim inations attributable to HC2 Holdings Insurance (1,987) segm ent Net Income (loss) attributable to HC2 Holdings, Inc., excluding Insurance $ 3,467 $ (6,253) $ (698) $ 1,053 $ (3,936) $ (12,736) $ (156) $ (14,995) $ (34,254) Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: - Depreciation and amortization 1,527 6,828 1,344 86 58 705 21 21 10,590 Depreciation and amortization (included in cost of revenue) 1,593 - - - - - - - 1,593 Amortization of equity method fair value adjustment at acquisition - (371) - - - - - - (371) (Gain) loss on sale or disposal of assets 415 (2,636) (31) - - - - - (2,252) Interest expense 410 1,163 320 - - 5,706 2 11,724 19,325 Other (income) expense, net 89 948 66 (59) 28 (75) 52 (722) 327 Foreign currency (gain) loss (included in cost of revenue) - (102) - - - - - - (102) Income tax (benefit) expense 1,832 (66) - - - - - (3,315) (1,549) Noncontrolling interest 282 (2,364) (333) - (747) (610) (86) - (3,858) Bonus to be settled in equity - - - - - - - 175 175 Share-based compensation expense - 410 2 - 74 313 11 278 1,088 Non-recurring items - - - - - - - - - Acquisition and disposition costs 359 - - 28 173 1,646 - 178 2,384 Adjusted EBITDA $ 9,974 $ (2,443) $ 670 $ 1,108 $ (4,350) $ (5,051) $ (156) $ (6,656) $ (6,904) Total Core Operating Subsidiaries $ 9,309 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 40
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Six Months Ended June 30, 2018 (in thousands) Six Months Ended June 30, 2018 Core Operating Subsidiaries Early Stage & Other Non- Life Other & operating Total HC2 Construction Marine Energy Telecom Sciences Broadcasting Elimination Corporate Net Income attributable to HC2 Holdings, Inc. $ 20,370 Less: Net Incom e attributable to HC2 Holdings Insurance Segm ent 1,810 Less: Consolidating elim inations attributable to HC2 Holdings Insurance (3,996) segm ent Net Income (loss) attributable to HC2 Holdings, Inc., excluding Insurance $ 10,864 $ 4,611 $ (19) $ 2,093 $ 70,188 $ (24,552) $ (708) $ (39,921) $ 22,556 Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: - Depreciation and amortization 3,192 13,257 2,703 173 111 1,448 42 41 20,967 Depreciation and amortization (included in cost of revenue) 3,279 - - - - - - - 3,279 Amortization of equity method fair value adjustment at acquisition - (741) - - - - - - (741) Asset impairment expense - - 277 - - 104 - - 381 (Gain) loss on sale or disposal of assets 428 (2,661) (223) - - 8 - - (2,448) Interest expense 868 2,491 746 - - 7,229 2 25,170 36,506 Loss on early extinguishment of debt - - - - - 2,537 - - 2,537 Gain on sale of subsidiary - - - - (102,141) - - - (102,141) Other (income) expense, net 23 (1,033) 132 40 84 18 173 (496) (1,059) Foreign currency (gain) loss (included in cost of revenue) - (522) - - - - - - (522) Income tax (benefit) expense 5,150 2 13 - 1 14 (272) (556) 4,352 Noncontrolling interest 883 1,666 (9) - 19,932 (1,310) (622) - 20,540 Bonus to be settled in equity - - - - - - - 350 350 Share-based compensation expense - 886 4 - 92 662 211 2,938 4,793 Acquisition and disposition costs 815 - - 77 2,528 2,574 - 418 6,412 Adjusted EBITDA $ 25,502 $ 17,956 $ 3,624 $ 2,383 $ (9,205) $ (11,268) $ (1,174) $ (12,056) $ 15,762 Total Core Operating Subsidiaries $ 49,465 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 41
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Six Months Ended June 30, 2017 (in thousands) Six Months Ended June 30, 2017 Core Operating Subsidiaries Early Stage & Other Non- Life Other & operating Total HC2 Construction Marine Energy Telecom Sciences Broadcasting Elimination Corporate Net (loss) attributable to HC2 Holdings, Inc. $ (32,407) Less: Net Income (loss) attributable to HC2 Holdings Insurance Segment (597) Net Incom e (loss) attributable to HC2 Holdings, Inc., excluding Insurance $ 7,382 $ 8,099 $ (1,062) $ 3,562 $ (7,516) $ - $ (9,187) $ (33,088) $ (31,810) Segm ent Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 2,880 10,340 2,629 191 79 - 661 33 16,813 Depreciation and amortization (included in cost of revenue) 2,542 - - - - - - - 2,542 Amortization of equity method fair value adjustment at acquisition - (650) - - - - - - (650) Asset impairment expense - - - - - - 1,810 - 1,810 (Gain) loss on sale or disposal of assets (393) (3,500) 14 - - - - - (3,879) Lease termination costs - 249 - - - - - - 249 Interest expense 381 2,342 290 23 - - 2,407 20,745 26,188 Net loss (gain) on contingent consideration - - - - - - - 319 319 Other (income) expense, net 7 1,555 1,375 65 (15) - 2,918 258 6,163 Foreign currency (gain) loss (included in cost of revenue) - 107 - - - - - - 107 Income tax (benefit) expense 5,311 376 12 - (0) - 0 (4,366) 1,333 Noncontrolling interest 632 338 (1,239) - (1,702) - (1,977) - (3,948) Bonus to be settled in equity - - - - - - - 585 585 Share-based compensation expense - 739 182 - 168 - 47 1,489 2,625 Acquisition and disposition costs 946 - - - - - - 1,861 2,807 Adjusted EBITDA $ 19,688 $ 19,995 $ 2,201 $ 3,841 $ (8,986) $ - $ (3,321) $ (12,164) $ 21,254 Total Core Operating Subsidiaries $ 45,725 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 42
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Full Year Ended December 31, 2017 (in thousands) Year Ended December 31, 2017 Core Operating Subsidiaries Early Stage & Other Non- operating Total HC2 Life Other & Corporate Construction Marine Energy Telecom Sciences Broadcasting Elimination Net loss attributable to HC2 Holdings, Inc. $ (46,911) Less: Net Incom e attributable to HC2 Holdings Insurance segm ent 7,066 Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 23,624 $ 15,173 $ (516) $ 6,163 $ (18,098) $ (4,941) $ (13,064) $ (62,318) $ (53,977) Insurance Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 5,583 22,898 5,071 371 186 302 1,206 71 35,688 Depreciation and amortization (included in cost of revenue) 5,254 - - - - - - - 5,254 Amortization of equity method fair value adjustment at acquisition - (1,594) - - - - - - (1,594) Asset impairment expense - - - - - - 1,810 - 1,810 (Gain) loss on sale or disposal of assets 292 (3,500) 247 181 - - - - (2,780) Lease termination costs - 249 - 17 - - - - 266 Interest expense 976 4,392 1,181 41 - 1,963 2,410 44,135 55,098 Net loss (gain) on contingent consideration - - - - - - - (11,411) (11,411) Other (income) expense, net (41) 2,683 1,488 149 (17) 41 6,500 (92) 10,711 Foreign currency (gain) loss (included in cost of revenue) - (79) - - - - - - (79) Income tax (benefit) expense 10,679 203 (4,243) 7 (820) (1,811) 682 (10,185) (5,488) Noncontrolling interest 1,941 260 (681) - (3,936) 755 (1,919) - (3,580) Bonus to be settled in equity - - - - - - - 4,130 4,130 Share-based compensation expense - 1,527 364 - 319 194 85 2,754 5,243 Non-recurring items - - - - - - - - - Acquisition costs 3,280 1,815 - - - 2,648 - 3,764 11,507 Adjusted EBITDA $ 51,588 $ 44,027 $ 2,911 $ 6,929 $ (22,366) $ (849) $ (2,290) $ (29,152) $ 50,798 Total Core Operating Subsidiaries $ 105,455 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 43
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended December 31, 2017 (in thousands) Three Months Ended December 31, 2017 Core Operating Subsidiaries Early Stage & Other Non- operating Total HC2 Life Other & Corporate Construction Marine Energy Telecom Sciences Broadcasting Elimination Net loss attributable to HC2 Holdings, Inc. $ (8,537) Less: Net Incom e attributable to HC2 Holdings Insurance segm ent 3,383 Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 9,160 $ 6,230 $ 1,485 $ 1,253 $ (3,822) $ (4,941) $ (3,277) $ (18,008) $ (11,920) Insurance Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1,389 6,337 1,195 86 57 302 273 21 9,660 Depreciation and amortization (included in cost of revenue) 1,419 - - - - - - - 1,419 Amortization of equity method fair value adjustment at acquisition - (371) - - - - - - (371) Asset impairment expense - - - - - - - - - (Gain) loss on sale or disposal of assets 199 - 208 181 - - - - 588 Lease termination costs - - - 2 - - - - 2 Interest expense 357 1,029 629 4 - 1,963 2 11,704 15,688 Net loss (gain) on contingent consideration - - - - - - - (5,410) (5,410) Other (income) expense, net 117 240 (164) 72 8 41 3,700 368 4,382 Foreign currency (gain) loss (included in cost of revenue) - 52 - - - - - - 52 Income tax (benefit) expense 887 (36) (4,255) 7 (820) (1,811) 682 (1,073) (6,419) Noncontrolling interest 751 (121) 1,321 - (728) 755 747 - 2,725 Bonus to be settled in equity - - - - - - - 2,780 2,780 Share-based compensation expense - 394 3 - 80 194 19 547 1,237 Non-recurring items - - - - - - - - - Acquisition costs 833 1,515 - - - 2,648 - 339 5,335 Adjusted EBITDA $ 15,112 $ 15,269 $ 422 $ 1,605 $ (5,225) $ (849) $ 2,146 $ (8,732) $ 19,748 Total Core Operating Subsidiaries $ 32,408 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 44
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended September 30, 2017 (in thousands) Three Months Ended September 30, 2017 Core Operating Subsidiaries Early Stage & Other Non- operating Total HC2 Life Other & Corporate Construction Marine Energy Telecom Sciences Broadcasting Elimination Net loss attributable to HC2 Holdings, Inc. $ (5,967) Less: Net Incom e attributable to HC2 Holdings Insurance segm ent 4,280 Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 7,082 $ 844 $ (939) $ 1,348 $ (6,760) $ - $ (600) $ (11,222) $ (10,247) Insurance Segment 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) Asset impairment expense - - - - - - - - - (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 (gain) 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-based compensation expense - 394 179 - 71 - 19 718 1,381 Non-recurring items - - - - - - - - - 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 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 45
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended June 30, 2017 (in thousands) Three Months Ended June 30, 2017 Core Operating Subsidiaries Early Stage & Other Non- operating Total HC2 Life Other & Corporate Construction Marine Energy Telecom Sciences Broadcasting Elimination Net loss attributable to HC2 Holdings, Inc. $ (17,911) Less: Net Incom e attributable to HC2 Holdings Insurance segm ent 164 Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 4,179 $ (3,053) $ (365) $ 2,060 $ (4,106) $ - $ (3,757) $ (13,033) $ (18,075) Insurance Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1,240 5,255 1,381 94 41 - 331 16 8,358 Depreciation and amortization (included in cost of revenue) 1,302 - - - - - - - 1,302 Amortization of equity method fair value adjustment at acquisition - (325) - - - - - - (325) Asset impairment expense - - - - - - 1,810 - 1,810 (Gain) loss on sale or disposal of assets (145) - 18 - - - - - (127) Lease termination costs - 55 - - - - - - 55 Interest expense 174 1,040 154 14 - - 16 10,675 12,073 Net loss (gain) on contingent consideration - - - - - - - 88 88 Other (income) expense, net 28 490 255 (9) (11) - 803 214 1,770 Foreign currency (gain) loss (included in cost of revenue) - 83 - - - - - - 83 Income tax (benefit) expense 3,232 (134) (1) - - - - (6,543) (3,446) Noncontrolling interest 369 (156) (492) - (911) - (1,372) - (2,562) Bonus to be settled in equity - - - - - - - 585 585 Share-based compensation expense - 394 91 - 76 - 18 527 1,106 Non-recurring items - - - - - - - - - Acquisition costs 701 - - - - - - 1,168 1,869 Adjusted EBITDA $ 11,080 $ 3,649 $ 1,041 $ 2,159 $ (4,911) $ - $ (2,151) $ (6,303) $ 4,564 Total Core Operating Subsidiaries $ 17,929 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 46
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Three Months Ended March 31, 2017 (in thousands) Three Months Ended March 31, 2017 Core Operating Subsidiaries Early Stage & Other Non- operating Total HC2 Life Other & Corporate Construction Marine Energy Telecom Sciences Broadcasting Elimination Net loss attributable to HC2 Holdings, Inc. $ (14,496) Less: Net loss attributable to HC2 Holdings Insurance segm ent (761) Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 3,203 $ 11,152 $ (697) $ 1,502 $ (3,410) $ - $ (5,430) $ (20,055) $ (13,735) Insurance Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1,640 5,085 1,248 97 38 - 330 16 8,454 Depreciation and amortization (included in cost of revenue) 1,240 - - - - - - - 1,240 Amortization of equity method fair value adjustment at acquisition - (325) - - - - - - (325) Asset impairment expense - - - - - - - - - (Gain) loss on sale or disposal of assets (248) (3,500) (4) - - - - - (3,752) Lease termination costs - 194 - - - - - - 194 Interest expense 207 1,302 136 9 - - 2,391 10,070 14,115 Net loss (gain) on contingent consideration - - - - - - - 231 231 Other (income) expense, net (21) 1,065 1,120 74 (4) - 2,115 44 4,393 Foreign currency (gain) loss (included in cost of revenue) - 24 - - - - - - 24 Income tax (benefit) expense 2,079 510 13 - - - - 2,177 4,779 Noncontrolling interest 263 494 (747) - (791) - (605) - (1,386) Bonus to be settled in equity - - - - - - - - - Share-based compensation expense - 345 91 - 92 - 29 962 1,519 Non-recurring items - - - - - - - - - Acquisition costs 245 - - - - - - 693 938 Adjusted EBITDA $ 8,608 $ 16,346 $ 1,160 $ 1,682 $ (4,075) $ - $ (1,170) $ (5,862) $ 16,689 Total Core Operating Subsidiaries $ 27,796 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 47
Reconciliation of U.S. GAAP Net Income (Loss) to Adjusted EBITDA Full Year Ended December 31, 2016 (in thousands) Year Ended December 31, 2016 Core Operating Subsidiaries Early Stage & Other Non- Life Other & operating Total HC2 Construction Marine Energy Telecom Sciences Elimination Corporate Net loss attributable to HC2 Holdings, Inc. $ (94,549) Less: Net loss attributable to HC2 Holdings Insurance segm ent (14,028) Net Income (loss) attributable to HC2 Holdings, Inc., excluding $ 28,002 $ 17,447 $ 7 $ 1,435 $ (7,646) $ (24,800) $ (94,966) $ (80,521) Insurance Segment Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation and amortization 1,892 22,007 2,248 504 124 1,480 9 28,264 Depreciation and amortization (included in cost of revenue) 4,370 - - - - - - 4,370 Amortization of equity method fair value adjustment at acquisition - (1,371) - - - - - (1,371) (Gain) loss on sale or disposal of assets 1,663 (9) - 708 - - - 2,362 Lease termination costs - - - 179 - - - 179 Interest expense 1,239 4,774 211 - - 1,164 35,987 43,375 Net loss (gain) on contingent consideration - (2,482) - - - - 11,411 8,929 Other (income) expense, net (163) (2,424) (8) (87) (3,213) 9,987 (1,277) 2,815 Foreign currency (gain) loss (included in cost of revenue) - (1,106) - - - - - (1,106) Income tax (benefit) expense 18,727 1,394 (535) 2,803 1,558 3,250 11,245 38,442 Noncontrolling interest 1,834 974 (4) - (3,111) (2,575) - (2,882) Bonus to be settled in equity - - - - - - 2,503 2,503 Share-based compensation expense - 1,682 597 - 251 273 5,545 8,348 Non-recurring items - - - - - - 1,513 1,513 Acquisition Costs 2,296 290 27 18 - - 2,312 4,943 Adjusted EBITDA $ 59,860 $ 41,176 $ 2,543 $ 5,560 $ (12,037) $ (11,221) $ (25,718) $ 60,163 Total Core Operating Subsidiaries $ 109,139 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 48
Reconciliation of U.S. GAAP Net Income (Loss) to Insurance Adjusted Operating Income (in thousands) Adjusted Operating Income - Insurance ("Insurance AOI") YTD 2018 Q2 2018 Q1 2018 FY 2017 Q4 2017 Q3 2017 Q2 2017 Q1 2017 FY 2016 Q4 2016 Net Income (loss) - Insurance segment $ 1,810 $ 565 $ 1,245 $ 7,066 $ 3,381 $ 4,282 $ 164 $ (761) $ (14,028) $ (2,050) Net realized and unrealized gains on inv estments (6,939) (4,429) (2,510) (4,983) (2,129) (978) (1,095) (781) (5,019) (7,696) Asset impairment - - - 3,364 - - 2,842 522 2,400 2,400 Acquisition costs 1,062 759 303 2,535 1,377 422 736 - 714 445 Insurance AOI $ (4,067) $ (3,105) $ (962) $ 7,982 $ 2,629 $ 3,726 $ 2,647 $ (1,020) $ (15,933) $ (6,901) Addback: Tax expense (benefit) 6,741 3,560 3,181 16,228 992 13,263 1,461 512 13,196 7,248 Pre-tax Insurance AOI $ 2,674 $ 455 $ 2,219 $ 24,210 $ 3,621 $ 16,989 $ 4,108 $ (508) $ (2,737) $ 347 © 2 0 1 8 H C 2 H O L D I N G S , I NC. 49
Reconciliation of Net Income (Loss) to Normalized Adjusted EBITDA Full Year Ended December 31, 2017 – GrayWolf (in thousands) GrayWolf Normalized Adjusted EBITDA for the Year Ended December 31, 2017 GrayWolf (1) Net Income $8,570 Adjustments to reconcile net income (loss) to Adjusted EBITDA: Depreciation $2,734 Interest 6,407 Tax Benefit (2,607) Gain / Loss on Assets (28) Acquisition Costs 1,641 Non Recurring 2,955 Adjusted EBITDA $19,672 1. GrayWolf Adjusted EBITDA represents normalized EBITDA view, which excludes certain expenses management believes will not be continuing post-acquisition in order to © 2 0 1 8 H C 2 H O L D I N G S , I NC. 50 better reflect ongoing earnings capacity
HC2 HOLDINGS, INC. A n d r e w G . B a c k m a n • i r @ h c 2 . c o m • 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 th F l o o r , N e w Y o r k , N Y 1 0 0 2 2 © HC2 Holdings, Inc. 2018 October 2018
