INNOVATE Corp. 10-Q

Item 1. Financial Statements Three Months Ended March 31, 2021 2020 Revenue $ 171.8 $ 186.6 Cost of revenue 141.3 156.8 Gross Profit 30.5 29.8 Operating expenses: Selling, general and administrative 37.1 38.9 Depreciation and amortization 3.9 4.3 Other operating loss 0.4 0.2 Loss from operations ( 10.9 ) ( 13.6 ) Other (expense) income: Interest expense ( 21.4 ) ( 19.2 ) Loss on early extinguishment or restructuring of debt ( 10.8 ) ( 5.8 ) Loss from equity investees ( 2.1 ) ( 2.5 ) Other income 3.4 1.5 Loss from continuing operations before income taxes ( 41.8 ) ( 39.6 ) Income tax (expense) benefit ( 1.1 ) 9.7 Loss from continuing operations ( 42.9 ) ( 29.9 ) Income (loss) from discontinued operations (including gain on disposal of $ 40.4 million and loss on disposal of $ 39.3 million for the three months ended March 31, 2021 and 2020, respectively) 51.9 ( 71.1 ) Net income (loss) 9.0 ( 101.0 ) Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest 3.6 17.9 Net income (loss) attributable to HC2 Holdings, Inc. 12.6 ( 83.1 ) Less: Preferred dividends and deemed dividends from conversions 0.4 0.4 Net income (loss) attributable to common stock and participating preferred stockholders $ 12.2 $ ( 83.5 ) Loss per common share - continuing operations Basic $ ( 0.51 ) $ ( 0.60 ) Diluted $ ( 0.51 ) $ ( 0.60 ) Income (loss) per common share - discontinued operations Basic $ 0.66 $ ( 1.22 ) Diluted $ 0.66 $ ( 1.22 ) Income (loss) per share - Net income (loss) attributable to common stock and participating preferred stockholders Basic $ 0.15 $ ( 1.82 ) Diluted $ 0.15 $ ( 1.82 ) Weighted average common shares outstanding: Basic 76.9 45.9 Diluted 76.9 45.9 See notes to Condensed Consolidated Financial Statements F-2 HC2 HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited, in millions) Three Months Ended March 31, 2021 2020 Net income (loss) $ 9.0 $ ( 101.0 ) Other comprehensive income Foreign currency translation adjustment ( 0.8 ) 0.2 Unrealized losses on available-for-sale securities ( 181.2 ) ( 276.0 ) Dispositions — 22.8 Other comprehensive loss ( 182.0 ) ( 253.0 ) Comprehensive loss ( 173.0 ) ( 354.0 ) Comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interests ( 3.7 ) ( 8.9 ) Comprehensive loss attributable to HC2 Holdings, Inc. $ ( 176.7 ) $ ( 362.9 ) See notes to Condensed Consolidated Financial Statements F-3 HC2 HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in millions, except share amounts) March 31, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 54.2 $ 43.8 Accounts receivable, net 186.4 184.7 Costs and recognized earnings in excess of billings on uncompleted contracts 65.7 55.6 Assets held for sale 5,592.8 5,942.1 Other current assets 21.3 20.1 Total current assets 5,920.4 6,246.3 Investments 52.7 55.4 Deferred tax asset 2.7 3.0 Property, plant and equipment, net 110.7 112.8 Goodwill 110.9 111.0 Intangibles, net 167.1 172.1 Other assets 41.5 42.2 Total assets $ 6,406.0 $ 6,742.8 Liabilities, temporary equity and stockholders’ equity Current liabilities Accounts payable $ 70.2 $ 69.7 Accrued liabilities 78.6 77.1 Current portion of debt obligations 82.8 433.6 Billings in excess of costs and recognized earnings on uncompleted contracts 58.5 52.2 Liabilities held for sale 5,166.0 5,306.7 Other current liabilities 14.2 12.9 Total current liabilities 5,470.3 5,952.2 Deferred tax liability 6.9 7.0 Debt obligations 463.3 127.9 Other liabilities 34.0 39.8 Total liabilities 5,974.5 6,126.9 Commitments and contingencies Temporary equity Preferred stock 10.4 10.4 Redeemable noncontrolling interest 7.6 5.3 Total temporary equity 18.0 15.7 Stockholders’ equity Common stock, $ 0.001 par value 0.1 0.1 Shares authorized: 160,000,000 at March 31, 2021 and December 31, 2020, respectively Shares issued: 78,949,329 and 77,836,586 at March 31, 2021 and December 31, 2020, respectively Shares outstanding: 77,564,273 and 76,726,835 at March 31, 2021 and December 31, 2020, respectively Additional paid-in capital 355.7 355.7 Treasury stock, at cost: 1,385,056 and 1,109,751 shares at March 31, 2021 and December 31, 2020, respectively ( 5.2 ) ( 4.2 ) Accumulated deficit ( 176.1 ) ( 188.7 ) Accumulated other comprehensive income 215.1 396.9 Total HC2 Holdings, Inc. stockholders’ equity 389.6 559.8 Noncontrolling interest 23.9 40.4 Total stockholders’ equity 413.5 600.2 Total liabilities, temporary equity and stockholders’ equity $ 6,406.0 $ 6,742.8 See notes to Condensed Consolidated Financial Statements F-4 HC2 HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited, in millions) Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total HC2 Stockholders' Equity Non- controlling Interest Total Stockholders’ Equity Temporary Equity Shares Amount Balance as of December 31, 2020 76.7 $ 0.1 $ 355.7 $ ( 4.2 ) $ ( 188.7 ) $ 396.9 $ 559.8 $ 40.4 $ 600.2 $ 15.7 Share-based compensation — — 0.7 — — — 0.7 — 0.7 — Fair value adjustment of redeemable noncontrolling interest — — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 ) 0.2 Taxes paid in lieu of shares issued for share-based compensation — — — ( 1.0 ) — — ( 1.0 ) — ( 1.0 ) — Preferred stock dividend — — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 ) — Issuance of common stock 0.9 — 0.2 — — — 0.2 — 0.2 — Transactions with noncontrolling interests — — 2.4 — — — 2.4 ( 14.5 ) ( 12.1 ) 3.8 Other — — ( 2.9 ) — — — ( 2.9 ) — ( 2.9 ) — Net income — — — — 12.6 — 12.6 ( 1.9 ) 10.7 ( 1.7 ) Other comprehensive loss — — — — — ( 181.8 ) ( 181.8 ) ( 0.1 ) ( 181.9 ) — Balance as of March 31, 2021 77.6 $ 0.1 $ 355.7 $ ( 5.2 ) $ ( 176.1 ) $ 215.1 $ 389.6 $ 23.9 $ 413.5 $ 18.0 Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total HC2 Stockholders' Equity Non- controlling Interest Total Stockholders’ Equity Temporary Equity Shares Amount Balance as of December 31, 2019 46.1 $ — $ 281.1 $ ( 3.3 ) $ ( 96.7 ) $ 168.7 $ 349.8 $ 93.8 $ 443.6 $ 21.6 Share-based compensation — — 2.6 — — — 2.6 — 2.6 — Fair value adjustment of redeemable noncontrolling interest — — ( 4.1 ) — — — ( 4.1 ) — ( 4.1 ) 4.1 Taxes paid in lieu of shares issued for share-based compensation ( 0.4 ) — — ( 0.9 ) — — ( 0.9 ) — ( 0.9 ) — Preferred stock dividend — — ( 0.2 ) — — — ( 0.2 ) — ( 0.2 ) — Issuance of common stock 0.8 — — — — — — — — — Transactions with noncontrolling interests — — 3.3 — — — 3.3 ( 40.1 ) ( 36.8 ) ( 5.5 ) Net loss — — — — ( 83.1 ) — ( 83.1 ) ( 15.0 ) ( 98.1 ) ( 2.9 ) Other comprehensive income (loss) — — — — — ( 253.3 ) ( 253.3 ) 7.7 ( 245.6 ) 1.3 Balance as of March 31, 2020 46.5 $ — $ 282.7 $ ( 4.2 ) $ ( 179.8 ) $ ( 84.6 ) $ 14.1 $ 46.4 $ 60.5 $ 18.6 See notes to Condensed Consolidated Financial Statements F-5 HC2 HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in millions) Three Months Ended March 31, 2021 2020 Cash flows from operating activities Net income (loss) $ 9.0 $ ( 101.0 ) Less: Income (loss) from discontinued operations, net of tax 51.9 ( 71.1 ) ( 42.9 ) ( 29.9 ) Adjustments to reconcile net loss to cash provided by operating activities Share-based compensation expense 0.5 1.4 Depreciation and amortization 6.2 6.7 Amortization of deferred financing costs and debt discount 7.4 3.4 Loss on extinguishment of debt 10.8 5.8 Loss from equity investees 2.1 2.5 Asset impairment expense 2.1 0.1 Deferred income taxes 0.6 ( 9.0 ) Other operating activities ( 2.6 ) 1.3 Changes in assets and liabilities, net of acquisitions: Accounts receivable ( 1.5 ) ( 7.6 ) Costs and recognized earnings in excess of billings on uncompleted contracts ( 10.1 ) ( 11.0 ) Other current assets ( 1.3 ) ( 8.2 ) Other assets ( 0.9 ) 2.2 Accounts payable ( 1.3 ) 16.0 Accrued liabilities 1.9 8.9 Billings in excess of costs and recognized earnings on uncompleted contracts 6.3 18.9 Other current liabilities ( 1.2 ) ( 10.6 ) Other liabilities 0.7 4.8 Cash used in operating activities ( 23.2 ) ( 4.3 ) Cash provided by discontinued operating activities 20.7 39.6 Cash (used in) provided by operating activities ( 2.5 ) 35.3 Cash flows from investing activities Purchase of property, plant and equipment ( 3.2 ) ( 5.0 ) Proceeds from disposal of property, plant and equipment — 0.5 Cash received from dispositions, net 71.2 144.0 Other investing activities ( 1.6 ) 1.3 Cash provided by investing activities 66.4 140.8 Cash provided by (used in) discontinued investing activities 1.5 ( 80.7 ) Cash provided by investing activities 67.9 60.1 Cash flows from financing activities Proceeds from debt obligations 317.4 3.2 Principal payments on debt obligations ( 356.5 ) ( 99.9 ) Cash received by subsidiary to issue preferred stock 10.0 — Transactions with noncontrolling interests ( 1.1 ) ( 42.5 ) Other financing activities ( 1.4 ) ( 2.9 ) Cash used in financing activities ( 31.6 ) ( 142.1 ) Cash used in discontinued financing activities ( 4.3 ) ( 6.1 ) Cash used in financing activities ( 35.9 ) ( 148.2 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash ( 0.3 ) 0.4 Net increase in cash and cash equivalents, including cash classified within assets held for sale 29.2 ( 52.4 ) Less: Net increase (decrease) in cash and cash equivalents classified within current assets held for sale 18.3 ( 44.0 ) Net change in cash, cash equivalents and restricted cash 10.9 ( 8.4 ) Cash, cash equivalents and restricted cash, beginning of period 45.3 24.7 Cash, cash equivalents and restricted cash, end of period $ 56.2 $ 16.3 See notes to Condensed Consolidated Financial Statements F-6 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Organization and Business HC2 Holdings, Inc. ("HC2" and, together with its consolidated subsidiaries, the "Company", "we" and "our") is a diversified holding company that has a portfolio of subsidiaries in a variety of operating segments. We seek to grow these businesses so that they can generate long-term sustainable free cash flow and attractive returns in order to maximize value for all stakeholders. While the Company generally intends to acquire controlling equity interests in its operating subsidiaries, the Company may invest to a limited extent in a variety of debt instruments or noncontrolling equity interest positions. The Company’s shares of common stock trade on the NYSE under the symbol "HCHC". The Company currently has four reportable segments, plus our Other segment, based on management’s organization of the enterprise- Infrastructure, Life Sciences, Spectrum, Insurance, and Other which includes businesses that do not meet the separately reportable segment thresholds. 1. Our Infrastructure segment is comprised of DBM Global Inc. ("DBMG") and its wholly-owned subsidiaries. DBMG is a fully integrated Industrial Construction, Structural Steel and Facility Maintenance provider that provides 3-D Building Information Modeling (“BIM”), detailing, fabrication and erection of structural steel and heavy steel plate. DBMG provides these services on commercial, industrial, and infrastructure construction projects such as high- and low-rise buildings and office complexes, hotels and casinos, convention centers, sports arenas and stadiums, shopping malls, hospitals, dams, bridges, mines, metal processing, refineries, pulp and paper mills and power plants. DBMG also fabricates trusses and girders and specializes in the fabrication and erection of large-diameter water pipe and water storage tanks. Through GrayWolf, DBMG provides integrated solutions for digital engineering, modeling and detailing, construction, heavy equipment installation and facility services including maintenance, repair, and installation to a diverse range of end markets. Through Aitken Manufacturing, DBMG manufactures pollution control scrubbers, tunnel liners, pressure vessels, strainers, filters, separators and a variety of customized products. The Company maintains an approximately 92 % controlling interest in DBMG. 2. Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"). Pansend maintains controlling interests of approximately 80 % in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and approximately 51 % in R2 Technologies, Inc. ("R2"), which develops aesthetic and medical technologies for the skin. Pansend also invests in other early stage or developmental stage healthcare companies including an approximately 47 % interest in MediBeacon Inc., and an investment in Triple Ring Technologies, Inc. 3. Our Spectrum segment is comprised of HC2 Broadcasting Holdings Inc. ("HC2 Broadcasting") and its subsidiaries. HC2 Broadcasting strategically acquires and operates over-the-air broadcasting stations across the United States. In addition, HC2 Broadcasting, through its wholly-owned subsidiary, HC2 Network Inc. ("Network"), operates Azteca America, a Spanish-language broadcast network offering high quality Hispanic content to a diverse demographic across the United States. The Company maintains an approximately 98 % controlling interest in HC2 Broadcasting and an approximately 57 % controlling interest in DTV America Corporation ("DTV") as well as approximately 19 % proxy and voting rights from minority holders. 4. Our Insurance segment is comprised of the discontinued operations of Continental Insurance Group Ltd. ("CIG") and its wholly-owned subsidiary Continental General Insurance Company ("CGI"). CGI provides long-term care, life, annuity, and other accident and health coverage that help protect policy and certificate holders from the financial hardships associated with illness, injury, loss of life, or income continuation. The Company maintains a 100 % interest in CIG. 5. Our Other segment represents all other businesses or investments that do not meet the definition of a segment individually or in the aggregate. Included in the Other segment is the former Marine Services segment, which includes its holding company, Global Marine Holdings, LLC ("GMH"), in which the Company maintains approximately 73 % controlling interest. GMH results include the current and prior year equity investment in Huawei Marine Networks Co., Limited (“HMN”), its 19 % equity method investment with Huawei Technologies Co., Ltd., and the discontinued operations of Global Marine Systems Limited ("GMSL"). Also included in the Other segment is the discontinued operations of Beyond6, Inc. ("Beyond6") and PTGi International Carrier Services, Inc. and its subsidiaries ("ICS"). F-7 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 2. Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries and all other subsidiaries over which the Company exerts control. All intercompany profits, transactions and balances have been eliminated in consolidation. As of March 31, 2021, the results of DBMG, Genovel, R2, HC2 Broadcasting, CIG, GMH and Beyond6 have been consolidated into the Company’s results based on guidance from the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" 810, Consolidation) . The remaining interests not owned by the Company are presented as a noncontrolling interest component of total equity. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to such rules and regulations. Certain prior amounts have been reclassified or combined to conform to the current year presentation. These interim financial statements should be read in conjunction with the Company’s annual Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 10, 2021. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2021. Use of Estimates and Assumptions The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used. Liquidity At this time, we believe that we will be able to continue to meet our liquidity requirements and fund our fixed obligations (such as debt service and operating leases) and other cash needs for our operations for at least the next twelve months from the issuance of the Condensed Consolidated Financial Statements through a combination of available cash, distributions from our subsidiaries, raising of additional debt or equity, refinancing of certain of our subsidiary indebtedness or preferred stock, other financing arrangements and/or the sale of assets and certain investments. Historically, we have chosen to reinvest cash and receivables into the growth of our various businesses, and therefore have not kept a large amount of cash on hand at the holding company level. The ability of HC2’s subsidiaries to make distributions to HC2 is subject to numerous factors, including restrictions contained in each subsidiary’s financing agreements, regulatory requirements, availability of sufficient funds at each subsidiary and the approval of such payment by each subsidiary’s board of directors, which must consider various factors, including general economic and business conditions, tax considerations, strategic plans, financial results and condition, expansion plans, any contractual, legal or regulatory restrictions on the payment of dividends, and such other factors each subsidiary’s board of directors considers relevant. Our ability to sell assets and certain of our investments to meet our existing financing needs may also be limited by our existing financing instruments. Although the Company believes that it will be able to raise additional equity capital, refinance indebtedness or preferred stock, enter into other financing arrangements or engage in asset sales and sales of certain investments sufficient to fund any cash needs that we are not able to satisfy with the funds expected to be provided by our subsidiaries, there can be no assurance that it will be able to do so on terms satisfactory to the Company if at all. Such financing options, if pursued, may also ultimately have the effect of negatively impacting our liquidity profile and prospects over the long-term. In addition, the sale of assets or the Company’s investments may also make the Company less attractive to potential investors or future financing partners. COVID-19 There are many uncertainties regarding the current coronavirus ("COVID-19") pandemic, and the Company continues to closely monitor the impact of the COVID-19 pandemic, including the effectiveness of the vaccine programs, on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and distribution channels. We are unable to predict the impact that COVID-19 will have on its financial position and operating results due to numerous uncertainties, however as the pandemic continues, it may have an adverse effect on the Company’s results of operations, financial condition, or liquidity for fiscal year 2021. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic. F-8 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Statement of Cash Flows The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Consolidated Balance Sheets and Consolidated Statements of Cash Flows (in millions): March 31, 2021 2020 Cash and cash equivalents, beginning of period $ 43.8 $ 23.3 Restricted cash included in other assets 1.5 1.4 Total cash and cash equivalents and restricted cash $ 45.3 $ 24.7 Cash and cash equivalents, end of period $ 54.2 $ 14.9 Restricted cash included in other assets 2.0 1.4 Total cash and cash equivalents and restricted cash $ 56.2 $ 16.3 Cash and cash equivalents classified in Assets held for sale, beginning of period $ 195.2 $ 216.0 Restricted cash classified in Assets held for sale 0.2 0.2 Total cash and cash equivalents and restricted cash classified in Assets held for sale $ 195.4 $ 216.2 Cash and cash equivalents classified in Assets held for sale, end of period $ 213.7 $ 172.1 Restricted cash classified in Assets held for sale — 0.1 Total cash and cash equivalents and restricted cash classified in Assets held for sale $ 213.7 $ 172.2 Supplemental cash flow information: Cash paid for interest $ 10.5 $ 5.5 Cash paid for taxes, net of refunds $ 0.7 $ 0.1 Non-cash investing and financing activities: Property, plant and equipment included in accounts payable $ 0.2 $ 6.6 Extinguishment of convertible note in exchange $ 51.8 $ — Issuance of convertible note in exchange $ ( 51.8 ) $ — Reclassification Certain previous year amounts have been reclassified to conform with current year presentations, as related to the reporting of new balance sheet line items: • The recast of Beyond6, ICS, and CIG's results to discontinued operations. Further, the reclassification of prior period assets and liabilities have been classified as held for sale. See Note 3. Discontinued Operations for further information; • As a result of the sale of ICS, and in accordance with ASC 280, the Company no longer considers the results of operations and Balance Sheets of the retained ICS entities as a separate segment. Formerly the Telecommunications segment, these entities have been reclassified to the Other segment. See Note 17. Operating Segment and Related Information for further information; and • As a result of the sale of Beyond6, and in accordance with ASC 280, the Company no longer considers the results of operations and Balance Sheets of Beyond6 as a separate segment. Formerly the Clean Energy segment, this entity has been reclassified to the Other segment. See Note 17. Operating Segment and Related Information for further information; and • The recast of prior year earnings per share as a result of the discontinued operations noted above. This includes presenting EPS for Net (loss) income from continuing operations, Net (loss) income from discontinuing operations, and Net (loss) income. See Note 18. Basic and Diluted Income (Loss) Per Common Share for further details. F-9 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Accounting Pronouncements Adopted in the Current Year Accounting for Debt with Conversion Options ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , was issued by the FASB in August 2020. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options , that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share , to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. The standard is effective on January 1, 2024, but early adoption was elected as of January 1, 2021. A modified retrospective method of transition was applied, which resulted in no impact to the Company. Accounting Pronouncements to be Adopted Subsequent to December 31, 2021 Credit Loss Standard ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) , Measurement of Credit Losses on Financial Instruments, was issued by FASB in June 2016. This standard is effective January 1, 2020 (with early adoption permitted), and will impact, at least to some extent, the Company's accounting and disclosure requirements for it's recoverable from reinsurers, accounts receivable, and mortgage loans. The FASB has voted to delay the effective date of ASU 2016-13 to January 1, 2023 for smaller reporting companies with a revised ASU in the fourth quarter of 2019. Currently, the Company continues to focus on developing models and procedures, with testing and refinement of models occurring in 2020 and 2021 with parallel testing to be performed in 2022. Available for sale fixed maturity securities are not in scope of the new credit loss model, but will undergo targeted improvements to the current reporting model including the establishment of a valuation allowance for credit losses versus the current direct write down approach. The Company will continue to identify any other financial assets not excluded from scope. The Company plans to use the modified retrospective method which will include a cumulative effect adjustment on the balance sheet as of the beginning of the fiscal year of adoption. However, prospective application is required for purchased credit deteriorated assets previously accounted for under ASU 310-30 for debt securities for which an other-than-temporary impairment ("OTTI") was recognized prior to the date of adoption. The Company does not currently expect to early adopt this standard and is currently evaluating the impact of this new accounting guidance on its Condensed Consolidated Financial Statements. Outlined below are key areas of change, although there are other changes not noted below: • Financial assets (or a group of financial assets) measured at amortized cost will be required to be presented at the net amount expected to be collected, with an allowance for credit losses deducted from the amortized cost basis, resulting in a net carrying value that reflects the amount the entity expects to collect on the financial asset at purchase. • Credit losses relating to available for sale fixed maturity securities will be recorded through an allowance for credit losses, rather than reductions in the amortized cost of the securities and is anticipated to increase volatility in the Company's Condensed Consolidated Statements of Operations. The allowance methodology recognizes that value may be realized either through collection of contractual cash flows or through the sale of the security. Therefore, the amount of the allowance for credit losses will be limited to the amount by which fair value is below amortized cost because the classification as available for sale is premised on an investment strategy that recognizes that the investment could be sold at fair value, if cash collection would result in the realization of an amount less than fair value. • The Company's Condensed Consolidated Statements of Operations will reflect the measurement of expected credit losses for newly recognized financial assets as well as the expected increases or decreases (including the reversal of previously recognized losses) of expected credit losses that have taken place during the period. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. • Disclosures will be required to include information around how the credit loss allowance was developed, further details on information currently disclosed about credit quality of financing receivables and net investments in leases, and a rollforward of the allowance for credit losses for available for sale fixed maturity securities as well as an aging analysis for securities that are past due. F-10 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The Company anticipates a significant impact on its systems, processes and controls. While the requirements of the new guidance represent a material change from existing GAAP, the underlying economics of items in scope and related cash flows are unchanged. Focus areas will include, but not be limited to: (i) updating procedures to reflect new guidance requiring establishment of allowance for credit losses on available for sale debt securities; (ii) establishing procedures to review reinsurance risk to include but not limited to review of reinsurer ratings, trust agreements where applicable and historical and current performance; (iii) establishing procedures to identify and review all remaining financial assets within scope; and (iv) developing, testing, and implementing controls for newly developed procedures, as well as for additional annual reporting requirements. Subsequent Events ASC 855, Subsequent Events requires the Company to evaluate events that occur after the balance sheet date as of which the financial statements are issued, and to determine whether adjustments to or additional disclosures in the financial statements are necessary. See Note 19. Subsequent Events for the summary of the subsequent events. 3. Discontinued Operations The results of GMSL, ICS, Beyond6, and CIG and the related expenses directly attributable to the entities were reported as discontinued operations. Summarized operating results of the discontinued operations are as follows (in millions): Three Months Ended March 31, 2021 2020 Revenue $ 1.7 $ 214.1 Life, accident and health earned premiums, net 28.4 28.6 Net investment income 43.9 51.9 Realized/unrealized gains (losses) on investments 9.5 ( 19.0 ) Total revenue 83.5 275.6 Cost of revenue 0.8 207.4 Policy benefits, changes in reserves, and commissions 56.1 72.4 Selling, general and administrative 12.4 27.3 Depreciation and amortization ( 5.9 ) — Income (loss) from operations 20.1 ( 31.5 ) Interest expense ( 0.4 ) ( 5.6 ) Gain (loss) on sale and liquidation of subsidiaries 40.4 ( 39.3 ) Income from equity investees — 0.5 Other (loss) income ( 3.1 ) 2.0 Pre-tax income (loss) from discontinued operations 57.0 ( 73.9 ) Income tax (expense) benefit ( 5.1 ) 2.8 Income (loss) from discontinued operations $ 51.9 $ ( 71.1 ) Sale of CGI On March 29, 2021, the Company announced the definitive agreement to sell its Insurance segment to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a director of the Company and a beneficial owner of approximately 6.6 % of the Company's outstanding common stock who has also served as executive chairman of Continental since October 2020. The transaction value is approximately $ 90 million, inclusive of $ 65 million in cash plus certain assets at CGI. The sale is pending regulatory approval. As of the first quarter of 2021, the Insurance segment met the held-for-sale criteria under ASC 205-20 and has been presented in discontinued operations. Sale of GMSL The sale of GMSL closed on February 28, 2020. At the time of the sale, the Company recorded a $ 39.3 million loss on the sale, inclusive of recognizing a $ 31.3 million loss from the realization of AOCI. During the fourth quarter of 2020, the Company recognized a gain on sale of $ 2.4 million as a result of the cash collateralized bonding facility release. During the first quarter of 2021, the Company recognized a gain of $ 1.2 million as a result of indemnity release. The net proceeds from the sale of GMSL were used to repay $ 15.0 million under the Revolving Credit Agreement and redeem $ 76.9 million aggregate principal amount of the Company's 11.5 % senior secured notes due 2021 (the "2021 Senior Secured Notes"), plus accrued and unpaid interest since December 1, 2019 (the last regularly scheduled interest payment date). F-11 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED As a result of the repayment of $ 15.0 million Revolving Credit Agreement, the Company allocated the following interest and the amortization of deferred financing costs for the three months ended March 31, 2021 and 2020 associated with the principal prepayment from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statement of Operations: Three Months Ended March 31, 2021 2020 Interest expense $ — $ 0.2 Amortization of deferred financing costs and original issuance discount $ — $ 0.1 As a result of the mandatory redemption of $ 76.9 million of 2021 Senior Secured Notes, the Company allocated the following pro-rata interest and amortization of deferred financing costs and original issuance discount for the three months ended March 31, 2021 and 2020, from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2021 2020 Interest expense $ — $ 2.2 Amortization of deferred financing costs and original issuance discount $ — $ 0.2 Sale of ICS The sale of ICS and its subsidiary, Go2 Tel, Inc., closed on October 31, 2020. The Company recorded a $ 0.9 million gain on the sale and recognized $ 8.2 million of accumulated other comprehensive loss related to the realization of foreign currency translation of PTGi International Carrier Services Ltd., which was essentially liquidated in conjunction with the sale. The proceeds were used for general corporate purposes. Sale of Beyond6 On December 31, 2020, the Company announced a plan to sell Beyond6 to an affiliate of Mercuria Investments US, Inc., pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among Beyond6, Greenfill, Inc., a Delaware corporation ("Parent"), Greenfill Merger Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of Parent, and an affiliate of HC2 as the Stockholder Representative for the Beyond6 stockholders. The sale closed on January 15, 2021. The Company recognized a $ 39.2 million gain on the sale. A portion of the proceeds from the sale of Beyond6 were used to repay $ 15.0 million under the Revolving Credit Agreement and repay $ 27.9 million of the Company's 2021 Senior Secured Notes. As a result of the repayment of $ 15.0 million Revolving Credit Agreement, the Company allocated the following interest for the three months ended March 31, 2021 and 2020 associated with the principal prepayment from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2021 2020 Interest expense $ 0.1 $ — As a result of the repayment of $ 27.9 million of the 2021 Senior Secured Notes, the Company allocated the following pro-rata interest and amortization of deferred financing costs and original issuance discount for the three months ended March 31, 2021 and 2020, from continuing operations to discontinued operations on the Company’s Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2021 2020 Interest expense $ 0.3 $ 0.8 Amortization of deferred financing costs and original issuance discount $ — $ 0.1 F-12 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Summarized assets and liabilities of the discontinued operations are as follows (in millions): March 31, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 213.7 $ 195.2 Accounts receivable, net — 13.6 Other current assets 8.1 8.7 Total current assets 221.8 217.5 Investments 4,361.3 4,610.2 Recoverable from reinsurers 953.4 957.5 Deferred tax asset — 1.4 Property, plant and equipment, net 1.1 90.5 Goodwill — 2.1 Intangibles, net 2.5 11.7 Other assets 48.2 51.2 Total assets held for sale $ 5,588.3 $ 5,942.1 Liabilities Current liabilities Accounts payable $ — $ 2.6 Accrued liabilities 15.4 35.8 Current portion of debt obligations — 5.7 Other current liabilities 3.9 7.4 Total current liabilities 19.3 51.5 Life, accident and health reserves 4,632.2 4,627.5 Annuity reserves 227.2 228.8 Value of business acquired 193.6 199.8 Deferred tax liability 83.2 136.5 Debt obligations — 50.6 Other liabilities 10.5 12.0 Total liabilities held for sale $ 5,166.0 $ 5,306.7 4. Revenue Revenue from contracts with customers consist of the following (in millions): Three Months Ended March 31, 2021 2020 Revenue Infrastructure $ 161.3 $ 176.5 Spectrum 10.5 10.1 Total revenue $ 171.8 $ 186.6 Accounts receivables, net from contracts with customers consist of the following (in millions): March 31, 2021 December 31, 2020 Accounts receivables with customers Infrastructure $ 165.3 $ 168.5 Spectrum 6.9 7.3 Total accounts receivables with customers $ 172.2 $ 175.8 F-13 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Infrastructure Segment The following table disaggregates DBMG's revenue by market (in millions): Three Months Ended March 31, 2021 2020 Commercial $ 49.4 $ 62.8 Industrial 40.3 58.9 Transportation 13.9 16.3 Government 21.3 8.6 Leisure 7.5 16.0 Healthcare 8.9 8.0 Convention 9.4 2.4 Other 10.6 3.5 Total revenue from contracts with customers 161.3 176.5 Other revenue — — Total Infrastructure segment revenue $ 161.3 $ 176.5 Contract assets and contract liabilities consisted of the following (in millions): March 31, 2021 December 31, 2020 Contract assets $ 65.7 $ 55.6 Contract liabilities $ 58.5 $ 52.2 The change in contract assets is a result of the recording of $ 35.5 million of costs in excess of billings driven by new commercial projects, offset by $ 25.4 million of costs in excess of billings transferred to receivables from contract assets recognized at the beginning of the period. The change in contract liabilities is a result of periodic billing in excess of costs of $ 38.7 million driven largely by new commercial projects, offset by revenue recognized that was included in the contract liability balance at the beginning of the period in the amount of $ 32.4 million. The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in millions): Within one year Within five years Total Commercial $ 159.1 $ — $ 159.1 Convention 67.3 — 67.3 Healthcare 33.8 — 33.8 Industrial 182.2 2.3 184.5 Transportation 16.0 — 16.0 Government 39.6 — 39.6 Leisure 3.5 — 3.5 Other 10.0 — 10.0 Remaining unsatisfied performance obligations $ 511.5 $ 2.3 $ 513.8 DBMG includes an additional $ 8.9 million in its backlog that is not included in the remaining unsatisfied performance obligations noted above. This backlog represents commitments under master service agreements that are estimated amounts of work to be performed based on customer communications, historic experience and knowledge of our customers' intentions. Spectrum Segment The following table disaggregates the Spectrum segment's revenue by type (in millions): Three Months Ended March 31, 2021 2020 Network advertising $ 4.7 $ 5.0 Broadcast station 4.4 3.5 Network distribution 0.9 1.0 Other 0.5 0.6 Total revenue from contracts with customers 10.5 10.1 Other revenue — — Total Spectrum segment revenue $ 10.5 $ 10.1 F-14 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The transaction price allocated to remaining unsatisfied performance obligations consisted of $ 2.3 million, $ 7.8 million, and $ 0.2 million of network advertising, broadcasting station revenues, and other revenues respectively of which $ 6.2 million is expected to be recognized within one year and $ 4.1 million is expected to be recognized within five years. 5. Acquisitions, Dispositions, and Deconsolidations Infrastructure Segment Banker Steel Acquisition On March 15, 2021, the Company announced that DBMG entered into an agreement to acquire 100 % of Banker Steel Holdco LLC ("Banker Steel") for approximately $ 145.0 million, which is expected to close in the second quarter of 2021. Banker Steel provides fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction industries. Insurance Segment Sale of CGI On March 29, 2021, the Company announced the definitive agreement to sell its Insurance segment to Continental General Holdings LLC, an entity controlled by Michael Gorzynski, a director of the Company and a beneficial owner of approximately 6.6 % of the Company's outstanding common stock who has also served as executive chairman of Continental since October 2020. The transaction value is approximately $ 90 million, inclusive of $ 65 million in cash plus certain assets at CGI. The sale is pending regulatory approval. Other Segment Sale of GMSL On January 30, 2020, the Company announced that, through its indirect subsidiary GMH in which the Company holds an approximately 73 % controlling interest, the Company entered into a definitive agreement to sell 100 % of the shares of GMSL to Trafalgar AcquisitionCo, Ltd. and an affiliate of J.F. Lehman & Company, LLC. The total base consideration was $ 250.0 million, subject to customary purchase price adjustments, working capital adjustments, and a potential earn-out of up to $ 12.5 million at such time, if any, if J.F. Lehman & Company, LLC and its investment affiliates achieve a specified multiple of their invested capital. The purchase price is subject to customary potential downward or upward post-closing adjustments based on net working capital, cash, unpaid transaction expenses, indebtedness and certain of the Company’s pre-closing paid capital expenditures. The Share Purchase Agreement contained customary representations, warranties and covenants for a transaction of this nature. The transaction closed on February 28, 2020. GMH received approximately $ 144.0 million of net proceeds from the sale, of which $ 36.8 million and $ 5.5 million were paid to noncontrolling interest holders and redeemable noncontrolling interest holders, respectively. HC2 received net proceeds of approximately $ 100.8 million. In connection with the closing of the transaction, the purchaser deposited (i) $ 1.25 million of the base price into an escrow fund for the purpose of securing certain indemnification obligations for losses payable in the first twelve months after closing and (ii) $ 1.91 million of the base price into an escrow fund for the purpose of securing a purchase price adjustment, if any, in favor of purchaser. Following the closing, the purchaser paid an amount equal to $ 2.4 million on the earlier of December 31, 2020 and the date on which a cash collateralized bonding facility was released. In the first quarter of 2020, the Company recorded a $ 39.3 million loss, inclusive of recognizing a $ 31.3 million loss from the realization of AOCI. During the fourth quarter of 2020, the Company recognized a gain on sale of $ 2.4 million as a result of the cash collateralized bonding facility release. During the first quarter of 2021, the Company recognized a gain of $ 1.2 million as a result of indemnity release. F-15 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Sale of HMN On October 30, 2019, the Company announced the sale of its stake in HMN, its 49 % joint venture with Huawei Technologies Co., Ltd., to Hengtong Optic-Electric Co Ltd. The sale valued HMN at $ 285 million, and GMH's 49 % stake, through New Saxon, at approximately $ 140 million. Under the terms of the Sale and Purchase Agreement, the sale of New Saxon’s 49 % interest in HMN will be affected in two tranches. The sale of the portion of New Saxon’s 30 % interest of HMN, closed on May 12, 2020 (the "First HMN Close"). The remaining 19 % interest of HMN is retained by New Saxon and subject to a put option agreement by New Saxon, exercisable starting on the second year anniversary of the closing date of the First HMN Close at a price equal to the greater of the share price paid for the 30 % interest or fair market value as of the exercisable date. For the three months ended June 30, 2020, in conjunction with the first tranche of the sale, the Company received $ 85.5 million in cash, of which $ 17.5 million and $ 2.1 million were paid to noncontrolling interest holders and redeemable noncontrolling interest holders, respectively. On the close date, New Saxon recorded a $ 71.1 million gain, included in Other income (loss) in the Condensed Consolidated Statements of Operations. The gain recognized includes $ 11.3 million related to the fair value of the put option. In addition, on the close date, the Company recorded a $ 7.2 million tax expense related to a foreign tax payment when the first tranche closed. Sale of ICS The sale of ICS and its subsidiary, Go2 Tel, Inc., closed on October 31, 2020. The Company recorded a $ 0.9 million gain on the sale and recognized $ 8.2 million of Accumulated other comprehensive loss related to the realization of foreign currency translation of PTGi International Carrier Services Ltd., which was essentially liquidated in conjunction with the sale. The proceeds were used for general corporate purposes. Sale of Beyond6 On December 31, 2020, the Company announced a plan to sell Beyond6 to an affiliate of Mercuria Investments US, Inc., pursuant to an Agreement and Plan of Merger (the "Merger Agreement") among Beyond6, Greenfill, Inc., a Delaware Corporation ("Parent"), Greenfill Merger Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of the Parent, and an affiliate of HC2 as the Stockholder Representative for the Beyond6 stockholders, for a total purchase price, net of Beyond6's debt and transaction expenses, customary purchase price adjustments and escrow arrangements, of approximately $ 106.5 million. Net proceeds received by HC2 at closing was cash consideration of approximately $ 70.0 million. The sale closed on January 15, 2021. The Company recognized a $ 39.2 million gain on the sale. See Note 3. Discontinued Operations for further details. 6. Accounts Receivable, net Accounts receivable, net consist of the following (in millions): March 31, 2021 December 31, 2020 Contracts in progress $ 114.6 $ 118.6 Unbilled retentions 50.9 50.3 Trade receivables 7.2 7.5 Other receivables 14.3 8.9 Allowance for doubtful accounts ( 0.6 ) ( 0.6 ) Total $ 186.4 $ 184.7 F-16 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 7. Property, Plant and Equipment, net Property, plant and equipment consists of the following (in millions): March 31, 2021 December 31, 2020 Equipment, furniture and fixtures, and software $ 114.6 $ 113.7 Building and leasehold improvements 41.2 41.0 Land 24.1 24.1 Plant and transportation equipment 4.6 4.4 Construction in progress 4.4 3.1 188.9 186.3 Less: Accumulated depreciation 78.2 73.5 Total $ 110.7 $ 112.8 Depreciation expense was $ 4.7 million and $ 5.1 million for the three months ended March 31, 2021 and 2020, respectively. These amounts included $ 2.3 million and $ 2.3 million of depreciation expense recognized within cost of revenue for each of the three months ended March 31, 2021 and 2020. 8. Goodwill and Intangibles, net Goodwill The carrying amount of goodwill by segment were as follows (in millions): Infrastructure Spectrum Total Balance at December 31, 2020 $ 89.6 $ 21.4 $ 111.0 Translation ( 0.1 ) — ( 0.1 ) Balance at March 31, 2021 $ 89.5 $ 21.4 $ 110.9 Indefinite-lived Intangible Assets The carrying amount of indefinite-lived intangible assets were as follows (in millions): March 31, 2021 December 31, 2020 FCC licenses $ 108.6 $ 113.0 Other — — Total $ 108.6 $ 113.0 For the three months ended March 31, 2021, FCC licenses decreased $ 4.4 million due to reclassifications to held-for-sale as a result of our Spectrum segment entering into certain agreements to sell non-core FCC licenses. F-17 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Definite Lived Intangible Assets The gross carrying amount and accumulated amortization of amortizable intangible assets by major intangible asset class were as follows (in millions): Weighted-Average Original Useful Life March 31, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 14 years $ 18.0 $ ( 5.0 ) $ 13.0 $ 18.0 $ ( 4.6 ) $ 13.4 Customer relationships 9 years 36.4 ( 12.9 ) 23.5 36.4 ( 12.1 ) 24.3 Channel sharing arrangements 35 years 20.2 ( 1.8 ) 18.4 20.2 ( 1.6 ) 18.6 Other 7 years 6.5 ( 2.9 ) 3.6 5.5 ( 2.7 ) 2.8 Total $ 81.1 $ ( 22.6 ) $ 58.5 $ 80.1 $ ( 21.0 ) $ 59.1 Amortization expense for definite lived intangible assets was $ 1.5 million and $ 1.5 million for the three months ended March 31, 2021 and 2020, respectively, and was included in Depreciation and amortization in our Condensed Consolidated Statements of Operations. Amortization Excluding the impact of any future acquisitions, dispositions or change in foreign currency, the Company estimates the annual amortization expense of amortizable intangible assets for the next five fiscal years will be as follows (in millions): Estimated Amortization 2021 $ 4.4 2022 5.8 2023 5.6 2024 5.6 2025 4.9 Thereafter 32.2 Total $ 58.5 F-18 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 9. Debt Obligations Debt obligations consist of the following (in millions): March 31, 2021 December 31, 2020 Infrastructure LIBOR plus 5.85 % Note, due 2023 $ 70.6 $ 71.6 LIBOR plus 1.50 % Line of Credit 38.3 38.7 Obligations under finance leases 0.1 0.2 Spectrum 8.50 % Note due 2021 19.3 19.3 10.50 % Note due 2021 32.9 32.9 Other, various maturity dates 2.9 2.9 Obligations under finance leases 0.3 0.6 Non-Operating Corporate 11.50 % Senior Secured Notes, due 2021 — 340.4 8.50 % Senior Secured Notes, due 2026 330.0 — 7.50 % Convertible Senior Notes, due 2022 3.2 55.0 7.50 % Convertible Senior Notes, due 2026 51.8 — LIBOR plus 5.75 % Line of Credit — 15.0 549.4 576.6 Issuance discount, issuance premium, and deferred financing costs ( 3.3 ) ( 15.1 ) Less: current portion of debt obligations ( 82.8 ) ( 433.6 ) Debt obligations $ 463.3 $ 127.9 Aggregate finance lease and debt payments, including interest are as follows (in millions): Finance Leases Debt Total 2021 $ 0.4 $ 107.6 $ 108.0 2022 — 48.3 48.3 2023 — 104.2 104.2 2024 — 39.7 39.7 2025 — 31.9 31.9 Thereafter — 413.6 413.6 Total minimum principal and interest payments 0.4 745.3 745.7 Less: Amount representing interest — ( 196.3 ) ( 196.3 ) Total aggregate finance lease and debt payments $ 0.4 $ 549.0 $ 549.4 The interest rates on the finance leases range from approximately 2.0 % to 11.5 %. Non-Operating Corporate On February 1, 2021, HC2 repaid its 2021 Senior Secured Notes and issued $ 330.0 million aggregate principal amount of 8.5 % senior secured notes due 2026 (the "2026 Senior Secured Notes"). In addition, the Company entered into exchange agreements with certain holders of approximately $ 51.8 million aggregate principal amount of its existing $ 55.0 million 7.5 % convertible senior notes due 2022 (the "2022 Convertible Notes"), pursuant to which the Company exchanged such holders' 2022 Convertible Notes for newly issued 7.5 % convertible notes due 2026 (the "2026 Convertible Notes"). The 2026 Senior Secured Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company accounted for the transactions under the debt extinguishment model as the present value of cash flows under the terms of the 2026 Senior Secured Notes and 2026 Convertible Notes was at least 10% different from the present value of the remaining cash flows under the 2021 Senior Secured Notes and the 2022 Convertible Notes. The extinguishment of the 2021 Senior Secured Notes yielded a loss on extinguishment of $ 4.5 million. The extinguishment of the $ 51.8 million of 2022 Convertible Notes yielded a loss on extinguishment of $ 5.4 million, an acceleration of the amortization of discount of $ 5.3 million, and extinguishment of the bifurcated conversion option classified as equity of $ 7.7 million. F-19 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Senior Secured Notes The 2026 Senior Secured Notes were issued under an indenture dated February 1, 2021, by and among the Company, the guarantors party thereto and U.S. Bank National Association, a national banking association ("U.S. Bank"), as trustee (the "Secured Indenture"). The 2026 Senior Secured Notes were issued at 100 % of par. Convertible Notes The 2026 Convertible Notes were issued under a separate indenture dated February 1, 2021, between the Company and U.S. Bank, as trustee (the "Convertible Indenture"). The 2026 Convertible Notes were issued at 100% of par. Each $1,000 of principal of the 2026 Convertible Notes will initially be convertible into 234.2971 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 4.27 per share, subject to adjustment upon the occurrence of specified events. The fair value of the embedded conversion feature contained in the 2026 Convertible Notes had a fair value of $ 12.3 million, which was recorded as a premium on the 2026 Convertible Notes. The 2026 Convertible Notes have an effective interest rate of 3.16 %, which reflects the $ 12.3 million premium and $ 1.0 million of deferred financing fees. At March 31, 2021, the 2026 Convertible Notes had a carrying value of $ 62.8 million and an unamortized premium of $ 12.0 million. Based on the closing price of our common stock of $ 3.94 on March 31, 2021, the if-converted value of the 2026 Convertible Notes did not exceed its principal value. For the three months ended March 31, 2021, interest cost recognized for the period relating to both the contractual interest coupon and amortization of discount net of premium was $ 0.6 million and zero , respectively. Line of Credit On February 23, 2021, the Company entered into a third amendment (the "Amendment") of the 6.75 % line of credit with MSD PCOF Partners IX, LLC ("Revolving Credit Agreement"). Among other things, the Amendment (i) increases the aggregate principal amount of the Revolving Credit Agreement to $ 20.0 million, (ii) extends the maturity date of the Revolving Credit Amendment to February 23, 2024, (iii) updates the affirmative and negative covenants contained in the Amended Credit Agreement so that they are substantially consistent with the affirmative and negative covenants contained in the indenture that governs the 2026 Senior Secured Notes and (iv) reduces the interest rate margin applicable to loans borrowed under the Amended Credit Agreement to 5.75 % from the 6.75 % described above. Except as modified by the Amendment, the terms of the Revolving Credit Agreement remain in effect. There are no outstanding borrowings on the Revolving Credit Agreement as of March 31, 2021. HC2 is in compliance with our debt covenants as of March 31, 2021. 10. Supplementary Financial Information Contracts in Progress Costs and recognized earnings in excess of billings on uncompleted contracts and billings in excess of costs and recognized earnings on uncompleted contracts consist of the following: March 31, 2021 December 31, 2020 Costs incurred on contracts in progress $ 658.3 $ 752.9 Estimated earnings 132.8 139.0 791.1 891.9 Less progress billings 783.9 888.5 $ 7.2 $ 3.4 The above is included in the accompanying condensed consolidated balance sheet under the following line items: Costs and recognized earnings in excess of billings on uncompleted contracts $ 65.7 $ 55.6 Billings in excess of costs and recognized earnings on uncompleted contracts ( 58.5 ) ( 52.2 ) $ 7.2 $ 3.4 F-20 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Investments Carrying values of other invested assets were as follows (in millions): March 31, 2021 December 31, 2020 Measurement Alternative Equity Method Total Measurement Alternative Equity Method Total Common stock $ — $ 2.5 $ 2.5 $ — $ 2.5 $ 2.5 Preferred stock — 13.8 13.8 — 15.4 15.4 Fixed Maturities 0.5 — 0.5 0.5 — 0.5 Other 11.3 24.6 35.9 11.3 25.7 37.0 Total $ 11.8 $ 40.9 $ 52.7 $ 11.8 $ 43.6 $ 55.4 Fair Value of Financial Instruments Not Measured at Fair Value The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis. The table excludes carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, and other assets and liabilities that approximate fair value due to relatively short periods to maturity (in millions): March 31, 2021 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Other invested assets $ 11.3 $ 11.3 $ — $ — $ 11.3 Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3 Liabilities Debt obligations (1) $ 545.7 $ 558.3 $ — $ 558.3 $ — Total liabilities not accounted for at fair value $ 545.7 $ 558.3 $ — $ 558.3 $ — December 31, 2020 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Other invested assets $ 11.3 $ 11.3 $ — $ — $ 11.3 Total assets not accounted for at fair value $ 11.3 $ 11.3 $ — $ — $ 11.3 Liabilities Debt obligations (1) $ 560.7 $ 579.2 $ — $ 579.2 $ — Total liabilities not accounted for at fair value $ 560.7 $ 579.2 $ — $ 579.2 $ — (1) Excludes certain lease obligations accounted for under ASC 842, Leases . Debt Obligations. The fair value of the Company’s long-term obligations was determined using Bloomberg Valuation Service BVAL. The methodology combines direct market observations from contributed sources with quantitative pricing models to generate evaluated prices and classified as Level 2. F-21 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Other Non-Current Assets The following tables provide information relating to Other non-current assets (in millions): March 31, 2021 December 31, 2020 Right of use asset $ 38.6 $ 39.8 Other 2.9 2.4 Total other non-current assets $ 41.5 $ 42.2 Accrued Liabilities Accrued liabilities consist of the following (in millions): March 31, 2021 December 31, 2020 Accrued expenses and other current liabilities $ 34.0 $ 27.9 Accrued payroll and employee benefits 26.2 34.7 Accrued interest 17.8 13.9 Accrued income taxes 0.6 0.6 Total accrued liabilities $ 78.6 $ 77.1 Other Non-Current Liabilities The following tables provide information relating to Other non-current liabilities (in millions): March 31, 2021 December 31, 2020 Lease liability $ 31.6 $ 31.6 Other 2.4 8.2 Total other non-current liabilities $ 34.0 $ 39.8 11. Leases Operating lease right-of-use-assets and finance leases are recognized in the Consolidated Balance Sheets within Other assets and Property, plant and equipment, net, respectively. Operating lease liability and finance lease liability are recognized in the Consolidated Balance Sheets within Other liabilities and Debt obligations, respectively. As of March 31, 2021 and December 31, 2020, lease right-of-use assets and lease liabilities consists of the following (in millions): March 31, 2021 December 31, 2020 Right-of-use assets: Operating lease (Other non-current assets) $ 38.6 $ 39.8 Finance lease (Property, plant and equipment, net) 0.6 0.9 Total right-of-use assets $ 39.2 $ 40.7 Lease liabilities: Current portion of operating lease (Other current liabilities) $ 11.5 $ 11.2 Non-current portion of operating lease (Other non-current liabilities) 31.6 31.6 Finance lease (Debt obligations) 0.4 0.8 Total lease liabilities $ 43.5 $ 43.6 The tables below present financial information associated with the Company's leases. This information is presented as of, and for the three months ended March 31, 2021 and 2020. The Company has entered into operating and finance lease agreements primarily for land, office space, equipment and vehicles, expiring between 2021 and 2045. F-22 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED The following table summarizes the components of lease expense for the three months ended March 31, 2021 and 2020 (in millions): Three Months Ended March 31, 2021 2020 Finance lease cost: Amortization of right-of-use assets $ 0.3 $ 0.3 Net finance lease cost 0.3 0.3 Operating lease cost 3.5 3.5 Variable lease cost 0.1 0.1 Total lease cost $ 3.9 $ 3.9 Cash flow information related to leases for the three months ended March 31, 2021and 2020 are as follows (in millions): Three Months Ended March 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 0.3 $ 0.2 Operating cash flows from operating leases $ 3.7 $ 3.5 Right-of-use assets obtained in exchange for new lease liabilities Operating leases $ 3.9 $ 8.5 As of March 31, 2021 and December 31, 2020, the weighted-average remaining lease term and the weighted-average discount rate for finance leases and operating leases are as follows: March 31, 2021 December 31, 2020 Weighted-average remaining lease term (years) - operating lease 5.1 4.4 Weighted-average remaining lease term (years) - finance lease 0.7 0.9 Weighted-average discount rate - operating lease 7.3 % 6.2 % Weighted-average discount rate - finance lease 8.6 % 8.9 % As of March 31, 2021, undiscounted cash flows for finance and operating leases are as follows (in millions): Operating Leases Finance Leases 2021 $ 13.6 $ 0.4 2022 11.4 — 2023 9.1 — 2024 6.9 — 2025 4.1 — Thereafter 5.1 — Total future lease payments 50.2 0.4 Less: Present values ( 7.1 ) — Total lease liability balance $ 43.1 $ 0.4 12. Income Taxes The Company used the Annual Effective Tax Rate ("ETR") approach of ASC 740-270, Interim Reporting, to calculate its 2021 interim tax provision. Income tax expense was $ 1.1 million and an income tax benefit of $ 9.7 million for the three months ended March 31, 2021 and 2020, respectively. The income tax expense recorded for the three months ended March 31, 2021 relates to the projected expense as calculated under ASC 740 for taxpaying entities. Additionally, the tax benefits associated with losses generated by the HC2 Holdings, Inc. U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. The income tax benefit recorded for the three months ended March 31, 2020 primarily relates to a one-time, discrete tax benefit from the carryback of net operating losses at the Insurance segment as a result of the enactment of the CARES Act on March 27, 2020. Additionally, the tax benefits associated with losses generated by the HC2 Holdings, Inc. U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. F-23 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Net Operating Losses At December 31, 2020, the Company had gross U.S. net operating loss carryforwards available to reduce future taxable income in the amount of $ 170.3 million, of which a portion is subject to annual limitation under IRC Sec. 382. Based on estimates as of March 31, 2021, the Company expects that approximately $ 96.0 million of the gross U.S. net operating loss carryforwards would be available to offset taxable income in 2021. This estimate may change based on changes to the quarterly forecasts and actual results reported on the 2021 U.S. tax return. Additionally, at December 31, 2020, the Company had $ 112.6 million of gross U.S. net operating loss carryforwards from its subsidiaries that do not qualify to be included in the HC2 Holdings, Inc. U.S. consolidated income tax return. This balance includes $ 29.3 million from ANG which was sold during the first quarter of 2021. Unrecognized Tax Benefits The Company follows the provision of ASC 740-10, Income Taxes, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company is subject to challenge from various taxing authorities relative to certain tax planning strategies, including certain intercompany transactions as well as regulatory taxes. The Company did not have any unrecognized tax benefits as of December 31, 2020 related to uncertain tax positions that would impact the effective income tax rate if recognized. The Company has reduced the net operating loss carryforward by $ 69.6 million for uncertain tax positions based on our interpretation of tax laws and regulations that are subject to varied interpretation by the IRS. Examinations The Company conducts business globally, and as a result, the Company or one or more of its subsidiaries files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world. The open tax years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the applicability of income tax credits for the relevant tax period. Given the nature of tax audits there is a risk that disputes may arise. Tax years 2002 - 2020 remain open for examination. 13. Commitments and Contingencies Litigation Litigation The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s Condensed Consolidated Financial Statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its Condensed Consolidated Financial Statements. The Company records a liability in its Condensed Consolidated Financial Statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary for its Condensed Consolidated Financial Statements not to be misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in the Company's Condensed Consolidated Financial Statements. Based on a review of the current facts and circumstances with counsel in each of the matters disclosed, management has provided for what is believed to be a reasonable estimate of loss exposure. While acknowledging the uncertainties of litigation, management believes that the ultimate outcome of litigation will not have a material effect on its financial position and will defend itself vigorously. VAT assessment On February 20, 2017, and on August 15, 2017, the Company's subsidiary, PTGi International Carrier Services Ltd., received notices from Her Majesty’s Revenue and Customs office in the U.K. (the "HMRC") indicating that it was required to pay certain Value-Added Taxes ("VAT") for the 2015 and 2016 tax years. The Company disagrees with HMRC’s assessments on technical and factual grounds and intends to dispute the assessed liabilities and vigorously defend its interests. We do not believe the assessment to be probable and expect to prevail based on the facts and merits of our existing VAT position. F-24 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Fair Value Investments Litigation On October 1, 2020, Fair Value Investments Incorporated (“FVI”) filed a putative stockholder class action and derivative complaint in the Delaware Court of Chancery against HC2 and certain of DBMG’s current and former officers and directors, including current and former HC2 officers and directors AJ Stahl, Kenneth S. Courtis, Robert V. Leffler, Jr., Philip A. Falcone, Michael J. Sena, and Paul Voigt (together with HC2, the “HC2 Defendants”) styled Fair Value Investments Incorporated v. Roach, et al., C.A. No. 2020-0847-JTL (Del. Ch.) (the “FVI Action”). In the FVI Action, FVI alleges that HC2, in its capacity as DBMG’s controlling stockholder, and DBMG’s current and former officers and directors breached their fiduciary duties to DBMG and DBMG’s minority stockholders by approving certain transactions that allegedly provide disproportionate benefits to HC2. FVI challenges the following transactions: (i) DBMG’s payments to HC2 from 2016–present pursuant to a Tax Sharing Agreement between DBMG and HC2; (ii) DBMG acting as a guarantor or providing collateral for loans taken on by HC2; (iii) DBMG’s issuance of dividends to its common and preferred stockholders in 2017–2020; (iv) DBMG’s issuance of preferred stock to HC2 to finance DBMG’s 2018 acquisition of GrayWolf Industrial; and (v) HC2’s appointment of directors to DBMG’s board of directors by written consent in lieu of holding an annual stockholder meeting. On February 23, 2021, FVI filed an Amended Verified Stockholder Class Action Complaint (the "Amended Complaint"). In the Amended Complaint, FVI named two additional defendants: HC2’s Chief Executive Officer, Wayne Barr, and DBMG’s General Counsel, Scott D. Sherman. The Amended Complaint includes additional fact allegations in support of the largely similar claims raised in the original complaint. Defendants moved to dismiss the Amended Complaint on April 23, 2021. HC2 believes the allegations in the FVI Amended Complaint are without merit and the HC2-related defendants have filed a motion to dismiss the complaint, which continues to be pending. HC2 intends to vigorously defend this litigation. DTV Derivative Litigation On March 15, 2021, twenty-two DTV America Corporation (“DTV”) stockholders and eight holders of DTV stock options filed a stockholder class action and derivative complaint in the Delaware Court of Chancery in an action styled Bocock, et al., v. HC2 Holdings, Inc. et al., C.A. No. 2021-0224 (Del. Ch.). Plaintiffs named as defendants HC2 Holdings, Inc., HC2 Broadcasting Holdings, Inc., HC2 Broadcasting Inc., and Continental General Insurance Corporation (the “HC2 Entities”) and certain current and former officers and directors of the HC2 Entities and DTV, including Phillip Falcone, Michael Sena, Wayne Barr, Jr., Les Levi, Paul Voigt, Ivan Minkov, and Paul Robinson (the “Individual Defendants”). Plaintiffs principally allege that the defendants breached their fiduciary duties and/or aided and abetted breaches of fiduciary duty by participating in a “scheme” in which the HC2 Entities (i) acquired majority voting and operating control over DTV; (ii) exploited that control to misappropriate DTV’s assets and business opportunities for the benefit of the HC2 Entities; and (iii) purchased DTV stock at a discount to fair value and diminished the value of DTV stock options. Plaintiffs allege that the Individual Defendants (i) “prompted” the HC2 Entities to purchase more than 100 low-power television (“LPTV”) broadcast stations originally identified for potential acquisition by DTV, (ii) allowed the HC2 Entities to misappropriate DTV technology, known as “DTV Cast,” (iii) caused DTV to transfer unspecified LPTV broadcasting station licenses to HC2 affiliates “without paying any value,” and (iv) transferred to the HC2 Entities unspecified DTV broadcasting stations that had been “repacked” by the FCC. HC2 believes the allegations in the Bocock Complaint are without merit and the HC2-related defendants intend to move to dismiss the complaint. HC2 intends to vigorously defend this litigation. OSHA Complaint On November 4, 2020, the Company received notice that a complaint was filed on August 27, 2020, with the U.S. Department of Labor (OSHA Complaint Number 2-4173-20-156), by a former employee of Continental Insurance Group Ltd. alleging retaliatory employment practices in violation of the whistleblower provisions of the Sarbanes-Oxley Act. The Company submitted a position statement to the DOL denying the material allegations in the complaint. On April 27, 2021, the matter was resolved pursuant to a confidential settlement agreement that did not have a material impact on the Company's financial statements. Separation from Philip A. Falcone The Company has engaged in ongoing negotiations with Philip A. Falcone, the former Chairman, President and Chief Executive Officer of the Company, regarding his separation. Mr. Falcone rejected the Company’s most recent severance offer, and on December 18, 2020, Mr. Falcone filed a demand for arbitration against the Company with the American Arbitration Association. The Company filed its Answering Statement and Counterclaims with the AAA on March 5, 2021. The Company contends that the claims in Mr. Falcone’s demand are without merit and that the Company has both factual and legal defenses. Mr. Falcone filed his Answer to the Company’s Counterclaims on March 19, 2021. In addition, Mr. Falcone made two books and records demands of the Company, which the Company has denied, including in light of the fact that Mr. Falcone is no longer a director of the Company. Tax Matters Currently, the Canada Revenue Agency ("CRA") is auditing a subsidiary previously held by the Company. The Company intends to cooperate in audit matters. To date, CRA has not proposed any specific adjustments and the audit is ongoing. F-25 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 14. Share-based Compensation Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $ 0.5 million and $ 1.5 million for the three months ended March 31, 2021 and 2020, respectively. All grants are time based and vest either immediately or over a period established at grant. The Company recognizes compensation expense for equity awards, reduced by actual forfeitures, using the straight-line basis. Restricted Stock A summary of HC2’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2019 2,213,775 $ 5.12 Granted 1,152,202 $ 2.74 Vested ( 2,258,905 ) $ 4.08 Forfeited ( 478,639 ) $ 5.87 Unvested - December 31, 2020 628,433 $ 3.93 Granted 462,864 $ 3.75 Vested ( 234,710 ) $ 4.47 Forfeited ( 31,171 ) $ 2.62 Unvested - March 31, 2021 825,416 $ 3.73 At March 31, 2021, the total unrecognized stock-based compensation expense related to unvested restricted stock was $ 2.1 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 2.4 years. Stock Options A summary of HC2’s stock option activity is as follows: Shares Weighted Average Exercise Price Outstanding - December 31, 2019 7,067,592 $ 6.52 Granted 143,096 $ 2.62 Exercised — $ — Forfeited ( 142,503 ) $ 5.45 Expired ( 2,328,327 ) $ 9.18 Outstanding - December 31, 2020 4,739,858 $ 5.13 Granted — $ — Exercised — $ — Forfeited — $ — Expired — $ — Outstanding - March 31, 2021 4,739,858 $ 5.13 Eligible for exercise 4,738,508 $ 5.13 At March 31, 2021, the intrinsic value and average remaining life of the Company's outstanding options were $ 0.2 million and approximately 3.4 years, and intrinsic value and average remaining life of the Company's exercisable options were $ 0.2 million and approximately 3.4 years. At March 31, 2021, the total unrecognized stock-based compensation expense related to unvested stock options was $ 0.1 million. The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 0.96 years. There are 1,350 unvested stock options expected to vest, with a weighted average remaining life of 8.0 years, a weighted average exercise price of $ 2.62 , and an intrinsic value of $ 0.1 million. F-26 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 15. Equity Preferred Shares The Company’s preferred shares authorized, issued and outstanding consisted of the following: March 31, 2021 December 31, 2020 Preferred shares authorized, $ 0.001 par value 20,000,000 20,000,000 Series A shares issued and outstanding 6,375 6,375 Series A-2 shares issued and outstanding 4,000 4,000 Series A Shares In connection with the issuance of the Series A Convertible Preferred Stock, the Company adopted a Certificate of Designation of Series A Convertible Participating Preferred Stock on May 29, 2014 (the "Series A Certificate"). In connection with the issuance of the Series A-1 Preferred Stock on September 22, 2014, the Company adopted the Certificate of Designation of Series A-1 Convertible Participating Preferred Stock (the "Series A-1 Certificate") and also amended and restated the Series A Certificate. In connection with the issuance of the Series A-2 Preferred Stock on January 5, 2015, the Company adopted the Certificate of Designation of Series A-2 Convertible Participating Preferred Stock (the "Series A-2 Certificate") and also amended and restated the Series A Certificate and the Series A-1 Certificate. On August 10, 2015, the Company adopted certain Certificates of Correction of the Certificates of Amendment to the Certificates of Designation of the Series A Certificate, the Series A-1 Certificate and the Series A-2 Certificate, and on June 24, 2016 the Company adopted certain amendments to the Series A-1 Certificate of Designation. The Series A Certificate, the Series A-1 Certificate and the Series A-2 Certificate together, as amended, are referred to as the "Certificates of Designation." The following summary of the terms of the Preferred Stock and the Certificates of Designation is qualified in its entirety by the complete terms of the Certificates of Designation. Dividends . The Preferred Stock accrues a cumulative quarterly cash dividend at an annualized rate of 7.50 %. The accrued value of the Preferred Stock will accrete quarterly at an annualized rate of 4.00 % that is reduced to 2.00 % or 0.00 % if the Company achieves specified rates of growth measured by increases in its net asset value; provided, that the accreting dividend rate will be 7.25 % in the event that (i) the daily volume weighted average price ("VWAP") of the common stock is less than a certain threshold amount, (ii) the common stock is not registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, (iii) following May 29, 2015, the common stock is not listed on certain national securities exchanges or (iv) the Company is delinquent in the payment of any cash dividends. The Preferred Stock is also entitled to participate in cash and in-kind distributions to holders of shares of common stock on an as-converted basis. Optional Conversion. Each share of Preferred Stock may be converted by the holder into common stock at any time based on the then applicable conversion price. Pursuant to the Series A Certificate, each share of Series A Preferred Stock is currently convertible at a conversion price of $ 3.52 . Pursuant to the Series A-2 Certificate, each share of Series A-2 Preferred Stock is currently convertible at a conversion price of $ 5.34 . Such conversion prices are subject to adjustment for dividends, certain distributions, stock splits, combinations, reclassifications, reorganizations, mergers, recapitalizations and similar events, as well as in connection with issuances of equity or equity-linked or other comparable securities by the Company at a price per share (or with a conversion or exercise price or effective issue price) that is below the applicable conversion price (which adjustment shall be made on a weighted average basis). Redemption by the Holders / Automatic Conversion. On May 29, 2021, holders of the Preferred Stock are entitled to cause the Company to redeem the Preferred Stock at the accrued value per share plus accrued but unpaid dividends (to the extent not included in the accrued value of Preferred Stock). Each share of Preferred Stock that is not so redeemed will be automatically converted into shares of common stock at the conversion price then in effect. Upon a change of control (as defined in the Certificates of Designation) holders of the Preferred Stock are entitled to cause the Company to redeem their Preferred Stock at a price per share of Preferred Stock equal to the greater of (i) the accrued value of the Preferred Stock, which amount would be multiplied by 150 % in the event of a change of control occurring on or prior to May 29, 2017, plus any accrued and unpaid dividends (to the extent not included in the accrued value of Preferred Stock), and (ii) the value that would be received if the share of Preferred Stock were converted into common stock immediately prior to the change of control. Redemption by the Company. At any time after May 29, 2017, the Company may redeem the Preferred Stock, in whole but not in part, at a price per share generally equal to 150 % of the original accrued value or on that date, plus accrued but unpaid dividends (to the extent not included in the accrued value of Preferred Stock), subject to the holder’s right to convert prior to such redemption. Forced Conversion. After May 29, 2017, the Company may force conversion of the Preferred Stock into common stock if the common stock’s thirty-day VWAP exceeds 150 % of the then-applicable Conversion Price and the common stock’s daily VWAP exceeds 150 % of the then applicable Conversion Price for at least twenty trading days out of the thirty trading day period used to calculate the thirty-day VWAP. In the event of a forced conversion, the holders of Preferred Stock will have the ability to elect cash settlement in lieu of conversion if certain market liquidity thresholds for the common stock are not achieved. F-27 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Liquidation Preference. The Series A Preferred Stock ranks at parity with the Series A-2 Preferred Stock. In the event of any liquidation, dissolution or winding up of the Company (any such event, a "Liquidation Event"), the holders of Preferred Stock are entitled to receive per share the greater of (i) the accrued value of the Preferred Stock, which amount would be multiplied by 150 % in the event of a Liquidation Event occurring on or prior to May 29, 2017, plus any accrued and unpaid dividends (to the extent not included in the accrued value of Preferred Stock), and (ii) the value that would be received if the share of Preferred Stock were converted into common stock immediately prior to such occurrence. The Preferred Stock will rank junior to any existing or future indebtedness but senior to the common stock and any future equity securities other than any future senior or pari-passu preferred stock issued in compliance with the Certificates of Designation. Voting Rights. Except as required by applicable law, the holders of the shares of each series of Preferred Stock are entitled to vote on an as-converted basis with the holders of the other series of Preferred Stock (on an as-converted basis) and holders of the Company’s common stock on all matters submitted to a vote of the holders of common stock. Certain series of Preferred Stock are entitled to vote with the holders of certain other series of Preferred Stock on certain matters, and separately as a class on certain limited matters. Subject to maintenance of certain ownership thresholds by the initial purchasers of the Series A Preferred Stock also have the right to vote shares of Preferred Stock as a separate class for at least one director, as discussed below under "Board Rights." Consent Rights. For so long as any of the Preferred Stock is outstanding, consent of the holders of shares representing at least 75 % of certain of the Preferred Stock then outstanding is required for certain material actions. Participation Rights. Pursuant to the securities purchase agreements entered into with the initial purchasers of the Series A Preferred Stock and the Series A-2 Preferred Stock, subject to meeting certain ownership thresholds, certain purchasers of the Series A Preferred Stock and the Series A-2 Preferred Stock are entitled to participate, on a pro-rata basis in accordance with their ownership percentage, determined on an as-converted basis, in issuances of equity and equity linked securities by the Company. In addition, subject to meeting certain ownership thresholds, certain initial purchasers of the Series A Preferred Stock and the Series A-2 Preferred Stock will be entitled to participate in issuances of preferred securities and in debt transactions of the Company. As of March 31, 2021, Preferred A shares and Preferred A-2 shares were convertible into 1,835,695 and 751,880 shares, respectively, of HC2 common stock, excluding CGI shares eliminated in consolidation, as discussed below. Preferred Share Activity Series A Shares CGI Purchase On December 18, 2018, and December 20, 2018, CGI, a wholly owned subsidiary of the Company closed on the purchase of 6,125 shares of Series A Preferred Stock, which, as of March 31, 2021, is convertible into a total of 1,763,706 shares of the Company's common stock. The shares and dividends accrued related to the Series A Preferred shares owned by CGI are eliminated in consolidation. On January 11, 2019, CGI purchased 10,000 shares of Series A-2 Preferred Stock, which, as of March 31, 2021, is convertible into a total of 1,879,699 shares of the Company's common stock. The shares and dividends accrued related to the Series A-2 Preferred Stock owned by CGI are eliminated in consolidation. Luxor and Corrib Conversions On August 2, 2016, the Company entered into separate agreements with each of Corrib Master Fund, Ltd. ("Corrib"), then a holder of 1,000 shares of Series A Preferred Stock, and certain investment entities managed by Luxor Capital Group, LP ("Luxor"), that together then held 9,000 shares of Series A-1 Preferred Stock. In conjunction with the conversions, the Company agreed to provide the following two forms of additional consideration for as long as the Preferred Stock remained entitled to receive dividend payments (the "Additional Share Consideration"): • The Company agreed that in the event that Corrib and Luxor would have been entitled to any Participating Dividends payable, had they not converted the Preferred Stock (as defined in the respective Series A and Series A-1 Certificate of Designation), after the date of their Preferred Share conversion, then the Company will issue to Corrib and Luxor, on the date such Participating Dividends become payable by the Company, in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) the value of the Participating Dividends Corrib or Luxor would have received pursuant to Sections (2)(c) and (2)(d) of the respective Series A and Series A-1 Certificates of Designation, divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificates of Designation) for the period ending two business days prior to the underlying event or transaction that would have entitled Corrib or Luxor to such Participating Dividend had Corrib’s or Luxor’s Preferred Stock remain unconverted. F-28 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED • The Company agreed that it will issue to Corrib and Luxor, on each quarterly anniversary commencing May 29, 2017 (or, if later, the date on which the corresponding dividend payment is made to the holders of the outstanding Preferred Stock), through and until the Maturity Date (as defined in the respective Series A and Series A-1 Certificates of Designation), in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) 1.875 % the Accrued Value (as defined in the respective Series A and Series A-1 Certificates of Designation) of Corrib’s or Luxor’s Preferred Stock as of the Closing Date (as defined in applicable Voluntary Conversion Agreements) divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificate of Designation) for the period ending two business days prior to the applicable Dividend Payment Date (as defined in the respective Series A and Series A-1 Certificate of Designation). For the three months ended March 31, 2021, 49,075 and 5,521 shares of the Company's common stock have been issued to Luxor and Corrib, respectively, in conjunction with the conversion agreements. For the three months ended March 31, 2020, 77,794 and 8,752 shares of the Company's common stock have been issued to Luxor and Corrib, respectively, in conjunction with the conversion agreements. The fair value of the Additional Share Consideration for the three months ended March 31, 2021 and 2020 was valued by the Company at $ 0.2 million on the date of issuance and was recorded within Preferred stock and deemed dividends from conversion line item of the Consolidated Statements of Operations as a deemed dividend. Preferred Share Dividends During the three months ended March 31, 2021 and 2020, HC2's Board of Directors declared cash dividends with respect to HC2’s issued and outstanding Preferred Stock, excluding Preferred Stock owned by CGI which is eliminated in consolidation, as presented in the following table (in millions): 2021 Declaration Date March 31, 2021 Holders of Record Date March 31, 2021 Payment Date April 15, 2021 Total Dividend $ 0.2 2020 Declaration Date March 31, 2020 Holders of Record Date March 31, 2020 Payment Date April 15, 2020 Total Dividend $ 0.2 16. Related Parties HC2 Pansend has an investment in Triple Ring Technologies, Inc. ("Triple Ring"). Various subsidiaries of HC2 utilize the services of Triple Ring, incurring zero and $ 0.7 million in services for the three months ended March 31, 2021 and 2020, respectively. In September 2018, the Company entered into a 75 -month lease for office space. As part of the agreement, HC2 was able to pay a lower security deposit and lease payments, and received favorable lease terms as consideration for landlord required cross default language in the event of default of the shared space leased by Harbinger Capital Partners, formerly a related party. With the adoption of ASC 842, as of January 1, 2019, this lease was recognized as a right of use asset and lease liability on the Consolidated Balance Sheets. F-29 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 17. Operating Segment and Related Information The Company currently has one primary reportable geographic segment - United States. The Company has four reportable operating segments, plus our Other segment, based on management’s organization of the enterprise - Infrastructure, Life Sciences, Spectrum, Insurance, and Other. We also have included a Non-operating Corporate segment. All inter-segment revenues are eliminated. As a result of the sale of GMSL, ICS, and Beyond6, and in accordance with ASC 280, the Company no longer considers the results of operations and balance sheets of these entities and related subsidiaries as separate segments. Formerly part of the Marine Services, Telecommunications, and Clean Energy segments, these entities and the investment in HMN have been reclassified to the Other segment. In addition, as GMSL, ICS, Beyond6, and CIG are discontinued operations, all operating results of these entities have been reclassified to discontinued operations. This has been reflected in the tables below for both the current and historical periods presented. Summary information with respect to the Company’s operating segments is as follows (in millions): Three Months Ended March 31, 2021 2020 Revenue Infrastructure $ 161.3 $ 176.5 Spectrum 10.5 10.1 Total revenue $ 171.8 $ 186.6 Three Months Ended March 31, 2021 2020 Loss (income) from operations Infrastructure $ 2.2 $ 2.6 Life Sciences ( 4.8 ) ( 3.2 ) Spectrum ( 1.2 ) ( 2.9 ) Other ( 0.4 ) ( 1.0 ) Non-operating Corporate ( 6.7 ) ( 9.1 ) Total loss from operations $ ( 10.9 ) $ ( 13.6 ) A reconciliation of the Company's consolidated segment operating income to consolidated earnings before income taxes is as follows (in millions): Three Months Ended March 31, 2021 2020 Loss from operations $ ( 10.9 ) $ ( 13.6 ) Interest expense ( 21.4 ) ( 19.2 ) Loss on early extinguishment or restructuring of debt ( 10.8 ) ( 5.8 ) Loss from equity investees ( 2.1 ) ( 2.5 ) Other income 3.4 1.5 Loss from continuing operations before income taxes ( 41.8 ) ( 39.6 ) Income tax (expense) benefit ( 1.1 ) 9.7 Loss from continuing operations ( 42.9 ) ( 29.9 ) Income (loss) from discontinued operations (including gain on disposal of $ 40.4 million and loss on disposal of $ 39.3 million for the three months ended March 31, 2021 and 2020, respectively) 51.9 ( 71.1 ) Net income (loss) 9.0 ( 101.0 ) Net income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest 3.6 17.9 Net income (loss) attributable to HC2 Holdings, Inc. 12.6 ( 83.1 ) Less: Preferred dividends and deemed dividends from conversions 0.4 0.4 Net income (loss) attributable to common stock and participating preferred stockholders $ 12.2 $ ( 83.5 ) Three Months Ended March 31, 2021 2020 Depreciation and Amortization Infrastructure $ 2.4 $ 2.6 Spectrum 1.5 1.7 Total $ 3.9 $ 4.3 F-30 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Three Months Ended March 31, 2021 2020 Capital Expenditures (*) Infrastructure $ 1.6 $ 2.3 Life Sciences 0.2 — Spectrum 1.4 2.7 Non-operating Corporate — — Total $ 3.2 $ 5.0 (*) The above capital expenditures exclude assets acquired under terms of capital lease and vendor financing obligations. March 31, 2021 December 31, 2020 Investments Infrastructure $ 0.9 $ 0.9 Life Sciences 16.9 18.4 Other 34.9 36.1 Total $ 52.7 $ 55.4 March 31, 2021 December 31, 2020 Total Assets Infrastructure $ 503.1 $ 494.8 Life Sciences 26.0 21.4 Spectrum 209.7 213.6 Insurance 5,627.0 5,854.0 Other 38.8 167.3 Non-operating Corporate 41.4 30.1 Eliminations ( 40.0 ) ( 38.4 ) Total $ 6,406.0 $ 6,742.8 18. Basic and Diluted Income (Loss) Per Common Share Earnings per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, shares of any unvested restricted stock of the Company are considered participating securities. The dilutive effect of options and their equivalents (including non-vested stock issued under stock-based compensation plans), is computed using the "treasury" method as this measurement was determined to be more dilutive between the two available methods in each period. The Company had no dilutive common share equivalents during the three months ended March 31, 2021 and 2020 due to results from continuing operations being a loss, net of tax. The following table presents a reconciliation of net income (loss) used in basic and diluted EPS calculations (in millions, except per share amounts): F-31 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED Three Months Ended March 31, 2021 2020 Loss from continuing operations $ ( 42.9 ) $ ( 29.9 ) Loss attributable to noncontrolling interest and redeemable noncontrolling interest 2.8 2.8 Loss from continuing operations attributable to the Company ( 40.1 ) ( 27.1 ) Less: Preferred dividends, deemed dividends and repurchase gains 0.4 0.4 Loss from continuing operations attributable to HC2 common stockholders ( 40.5 ) ( 27.5 ) Income (loss) from discontinued operations 51.9 ( 71.1 ) Income (loss) attributable to noncontrolling interest and redeemable noncontrolling interest 0.8 15.1 Income (loss) from discontinued operations, net of tax and noncontrolling interest 52.7 ( 56.0 ) Net income (loss) attributable to common stock and participating preferred stockholders $ 12.2 $ ( 83.5 ) Earnings allocable to common shares: Participating shares at end of period: Weighted-average common stock outstanding 76.9 45.9 Unvested restricted stock 0.4 — Preferred stock (as-converted basis) 2.6 — Total 79.9 45.9 Percentage of loss allocated to: Common stock 96.2 % 100.0 % Unvested restricted stock 0.5 % — % Preferred stock 3.3 % — % Numerator for earnings per share, basic: Net loss from continuing operations attributable to common stock, basic $ ( 39.0 ) $ ( 27.5 ) Net income (loss) from discontinued operations attributable to common stock, basic $ 50.7 $ ( 56.0 ) Net income (loss) attributable to common stock, basic $ 11.7 $ ( 83.5 ) Earnings allocable to common shares, diluted: Numerator for earnings per share, diluted Effect of assumed shares under the if-converted method for convertible instruments $ — $ — Net loss from continuing operations attributable to common stock, basic $ ( 39.0 ) $ ( 27.5 ) Net income (loss) from discontinued operations attributable to common stock, basic $ 50.7 $ ( 56.0 ) Net income (loss) attributable to common stock, basic $ 11.7 $ ( 83.5 ) Denominator for basic and dilutive earnings per share Weighted average common shares outstanding - basic 76.9 45.9 Effect of assumed shares under treasury stock method for stock options and restricted shares and if-converted method for convertible instruments — — Weighted average common shares outstanding - diluted 76.9 45.9 Loss per share - continuing operations Basic $ ( 0.51 ) $ ( 0.60 ) Diluted $ ( 0.51 ) $ ( 0.60 ) Income (loss) per share - discontinued operations Basic $ 0.66 $ ( 1.22 ) Diluted $ 0.66 $ ( 1.22 ) Income (loss) per share - Net income (loss) attributable to common stock and participating preferred stockholders Basic $ 0.15 $ ( 1.82 ) Diluted $ 0.15 $ ( 1.82 ) F-32 HC2 HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED 19. Subsequent Events In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2021 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from March 31, 2021 through the date the financial statements were issued. F-33