HC2 Holdings, Inc. (“HC2” or the “Company”) (NYSE: HCHC), a
diversified holding company, announced today its consolidated
results for the second quarter ended June 30, 2021.
Financial Summary
(in millions, except per share amounts) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
2020 |
|
Increase / (Decrease) |
|
2021 |
|
2020 |
|
Increase / (Decrease) |
Revenue |
|
$ |
243.8 |
|
|
|
$ |
181.8 |
|
|
34.1 |
|
% |
|
$ |
415.6 |
|
|
|
$ |
368.4 |
|
|
|
12.8 |
|
% |
Net (loss) income attributable to common stock and participating
preferred stockholders |
|
$ |
(23.7 |
) |
|
|
$ |
12.7 |
|
|
(286.6 |
) |
% |
|
$ |
(11.5 |
) |
|
|
$ |
(70.8 |
) |
|
|
83.8 |
|
% |
Diluted (Loss) income per share - Net (loss) income attributable to
common stock and participating preferred shareholders |
|
$ |
(0.31 |
) |
|
|
$ |
0.25 |
|
|
(224.0 |
) |
% |
|
$ |
(0.15 |
) |
|
|
$ |
(1.54 |
) |
|
|
90.3 |
|
% |
Total Adjusted EBITDA |
|
$ |
6.5 |
|
|
|
$ |
10.6 |
|
|
(38.7 |
) |
% |
|
$ |
7.5 |
|
|
|
$ |
7.7 |
|
|
|
(2.6 |
) |
% |
(1) Reconciliation of GAAP to Non-GAAP measures
follows.(2) Note that Total Adjusted EBITDA excludes results for
discontinued operations.
Commentary“INNOVATE Corp. is a
platform for the new economy. This is evident in the outstanding
performance at DBM - our Infrastructure portfolio company.
Following its acquisition of Banker Steel, DBM recorded a record
backlog of $1.6 billion at the end of the quarter. In fact, taking
into account contracts awarded but not signed, DBM’s backlog would
have been approximately $1.9 billion,” said Avie Glazer, Chairman
of HC2. “This outstanding performance was repeated in Spectrum,
which had a record Adjusted EBITDA of $2.7 million.”
"Our solid second quarter results preview the
long-term potential of our strategic plan, which is focused on a
platform of innovative businesses that are positioned to capitalize
on changing industry dynamics,” stated Wayne Barr, Jr., Chief
Executive Officer of HC2. “Each of our segments has strong external
growth catalysts, and we took a number of steps during the quarter
to improve our financial position to have the flexibility to invest
in growth initiatives that will enable our businesses to reach
their full potential and drive stockholder value as we navigate
this evolving economic environment.”
Barr continued, “At the segment level, each of
our businesses gained strong momentum during the period. At
Infrastructure, we completed our acquisition of Banker Steel,
enhancing this segment’s geographic footprint and financial
position. At Life Sciences, we are pleased with the progress R2 has
made with its commercial launch of Glacial Rx™, and in July 2021,
we invested an additional $15 million in R2 to further bolster
commercialization and development efforts. At Spectrum, we
delivered Adjusted EBITDA of $2.7 million, our third consecutive
quarter of positive Adjusted EBITDA, driven in part by our
significant efforts to optimize operations, along with growth in
our Station Group OTA revenues.”
“Looking ahead to the second half of the year, we
are excited to begin our next chapter as INNOVATE Corp.”
Second Quarter 2021 and Recent
Highlights
- DBM Global Inc. (“DBM”) completed
its acquisition of Banker Steel Holdco LLC (“Banker Steel”) for
$145 million. Banker Steel provides fabricated structural steel and
erection services primarily for the East Coast and Southeast
commercial and industrial construction market, giving DBM a
nationwide footprint in the steel fabrication and erection
industry.
- DBM also entered into a new credit
facility consisting of a $110 million term loan and a $110 million
revolving credit facility, the proceeds of which were used to fully
repay DBM's existing debt obligations and, fund a portion of the
Banker Steel acquisition, and which will also provide additional
working capital capacity to the business.
- R2 Technologies (“R2”), a privately
held portfolio company within HC2’s Pansend Life Sciences
(“Pansend”) segment, launched its groundbreaking Glacial Rx™
Treatment. Glacial Rx™ is the first of its kind, revolutionary
in-office CryoAesthetic™ age spot removal treatment, FDA-cleared to
remove benign lesions and temporarily reduce pain, swelling and
inflammation. Additionally, in July, HC2 provided an additional $15
million in Series C funding to R2 through Pansend, which will be
used, in part, to accelerate U.S. commercialization of Glacial Rx™.
The investment will also fuel global growth and development of R2’s
upcoming innovations, including Glacial Spa™, slated to be launched
in China during the second half of this year.
- HC2 Broadcasting posted Adjusted
EBITDA for the quarter of positive $2.7 million, compared to an
Adjusted EBITDA loss of $1.2 million in the prior year quarter. HC2
Broadcasting’s results for the quarter reflect the results of our
efforts to improve operations and reduce costs across the platform,
along with growth in Station Group over-the-air (OTA) revenues.
This is the third consecutive quarter of positive Adjusted EBITDA
for this segment, which is the nation’s largest owner/operator of
Class A and LPTV television licenses with plans to add even more
stations in the next several months.
- On July 1, HC2 completed the sale
of its Insurance segment to Continental General Holdings LLC, an
affiliate of Michael Gorzynski, a director of the Company and
beneficial owner of approximately 6.6% of the Company's outstanding
stock, for a transaction valued at approximately $90 million. At
closing HC2 received $65 million in cash, and Continental General
Insurance Company transferred approximately $25 million of
securities, comprised of certain HC2 Broadcasting securities held
directly by the Insurance segment, to HC2.
- On July 9, HC2 announced it will
change its name to INNOVATE Corp., which will become effective by
the end of the third quarter 2021. As part of the name change, the
Company will roll out a new corporate brand identity and website,
at which point the Company’s shares will trade on the New York
Stock Exchange under a new trading symbol. The effective date for
the name and trading symbol change will be announced at a later
date. Until that time, the Company will continue to trade on the
New York Stock Exchange under its present symbol, HCHC.
Second Quarter Financial
Highlights
- Revenue: For the
second quarter of 2021, HC2 consolidated revenue from continuing
operations was $243.8 million, an increase of 34.1% compared to
$181.8 million for the prior year quarter. The increase in revenue
was due primarily to our Infrastructure segment, driven by DBM’s
acquisition of Banker Steel, as well as from higher revenues across
DBM’s service offerings attributable to timing of project work
under execution and backlog mix.
REVENUE by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
2020 |
|
Increase / (Decrease) |
|
2021 |
|
2020 |
|
Increase / (Decrease) |
Infrastructure |
|
$ |
232.0 |
|
|
$ |
172.3 |
|
|
$ |
59.7 |
|
|
$ |
393.3 |
|
|
$ |
348.8 |
|
|
$ |
44.5 |
|
Life Sciences |
|
1.2 |
|
|
— |
|
|
1.2 |
|
|
1.2 |
|
|
— |
|
|
1.2 |
|
Spectrum |
|
10.6 |
|
|
9.5 |
|
|
1.1 |
|
|
21.1 |
|
|
19.6 |
|
|
1.5 |
|
Consolidated HC2 |
|
$ |
243.8 |
|
|
$ |
181.8 |
|
|
$ |
62.0 |
|
|
$ |
415.6 |
|
|
$ |
368.4 |
|
|
$ |
47.2 |
|
- Net Income (Loss):
For the second quarter of 2021, HC2 reported a Net Loss
attributable to common stock and participating preferred
stockholders of $23.7 million, or $0.31 per fully diluted share,
compared to a Net Income of $12.7 million, or $0.25 per fully
diluted share, for the prior year quarter. The year-over-year
change was primarily driven by the gain recorded in the second
quarter of 2020 for the sale of HC2’s 30% interest in the Huawei
Marine joint venture, net of the associated tax expense, with no
comparable gain recorded in the current period. Also contributing
to the change in Net Income (Loss) was a reduction in HC2 interest
expense attributable to the 2021 refinancing of our senior secured
debt and the decrease in loss on early extinguishment or repayment
of debt related to HC2’s partial repayment of secured debt in the
prior year quarter, as well as from a change in Income (Loss) from
Discontinued Operations driven by a decline in Insurance segment
income for the quarter.
NET INCOME (LOSS) by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
2020 |
|
Increase / (Decrease) |
|
2021 |
|
2020 |
|
Increase / (Decrease) |
Infrastructure |
|
$ |
1.4 |
|
|
|
$ |
1.7 |
|
|
|
$ |
(0.3 |
) |
|
|
$ |
1.4 |
|
|
|
$ |
1.6 |
|
|
|
$ |
(0.2 |
) |
|
Life Sciences |
|
(4.3 |
) |
|
|
(1.2 |
) |
|
|
(3.1 |
) |
|
|
(8.5 |
) |
|
|
(4.4 |
) |
|
|
(4.1 |
) |
|
Spectrum |
|
(1.1 |
) |
|
|
(3.7 |
) |
|
|
2.6 |
|
|
|
(5.5 |
) |
|
|
(9.2 |
) |
|
|
3.7 |
|
|
Non-operating Corporate |
|
(19.2 |
) |
|
|
(38.2 |
) |
|
|
19.0 |
|
|
|
(50.0 |
) |
|
|
(64.0 |
) |
|
|
14.0 |
|
|
Other and Eliminations |
|
1.2 |
|
|
|
47.0 |
|
|
|
(45.8 |
) |
|
|
1.3 |
|
|
|
69.6 |
|
|
|
(68.3 |
) |
|
Net (loss) income attributable to HC2 Holdings, Inc., excluding
discontinued operations |
|
$ |
(22.0 |
) |
|
|
$ |
5.6 |
|
|
|
$ |
(27.6 |
) |
|
|
$ |
(61.3 |
) |
|
|
$ |
(6.4 |
) |
|
|
$ |
(54.9 |
) |
|
Net (loss) income from discontinued operations |
|
(1.5 |
) |
|
|
7.5 |
|
|
|
(9.0 |
) |
|
|
50.4 |
|
|
|
(63.6 |
) |
|
|
114.0 |
|
|
Net (loss) income attributable to HC2 Holdings, Inc. |
|
$ |
(23.5 |
) |
|
|
$ |
13.1 |
|
|
|
(36.6 |
) |
|
|
(10.9 |
) |
|
|
(70.0 |
) |
|
|
59.1 |
|
|
Less: Preferred dividends and deemed dividends from
conversions |
|
0.2 |
|
|
|
0.4 |
|
|
|
(0.2 |
) |
|
|
0.6 |
|
|
|
0.8 |
|
|
|
(0.2 |
) |
|
Net (loss) income attributable to common stock and participating
preferred stockholders |
|
$ |
(23.7 |
) |
|
|
$ |
12.7 |
|
|
|
$ |
(36.4 |
) |
|
|
$ |
(11.5 |
) |
|
|
$ |
(70.8 |
) |
|
|
$ |
59.3 |
|
|
- Adjusted EBITDA: For
the second quarter of 2021, Total Adjusted EBITDA, which excludes
discontinued operations, was $6.5 million, compared to Total
Adjusted EBITDA of $10.6 million for the prior year quarter. The
decrease in Adjusted EBITDA was primarily attributable to lower
contribution from the Infrastructure segment due to the timing and
mix of project work under execution, and from increased spending by
the Life Sciences segment to support R2 Technologies in its
commercialization efforts for Glacial Rx™ and development of
Glacial Spa™, and to further develop its product platform. These
decreases were partially offset by performance in our Spectrum
segment, which saw cost reductions across the platform and growth
in OTA revenues.
ADJUSTED EBITDA by OPERATING SEGMENT |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
2020 |
|
Increase / (Decrease) |
|
2021 |
|
2020 |
|
Increase / (Decrease) |
Infrastructure |
|
$ |
13.9 |
|
|
|
$ |
19.1 |
|
|
|
$ |
(5.2 |
) |
|
|
$ |
25.2 |
|
|
|
$ |
28.1 |
|
|
|
$ |
(2.9 |
) |
|
Life Sciences |
|
(6.1 |
) |
|
|
(4.5 |
) |
|
|
(1.6 |
) |
|
|
(12.3 |
) |
|
|
(8.7 |
) |
|
|
(3.6 |
) |
|
Spectrum |
|
2.7 |
|
|
|
(1.2 |
) |
|
|
3.9 |
|
|
|
3.5 |
|
|
|
(2.2 |
) |
|
|
5.7 |
|
|
Non-operating Corporate |
|
(5.7 |
) |
|
|
(3.6 |
) |
|
|
(2.1 |
) |
|
|
(9.7 |
) |
|
|
(8.6 |
) |
|
|
(1.1 |
) |
|
Other and Eliminations |
|
1.7 |
|
|
|
0.8 |
|
|
|
0.9 |
|
|
|
0.8 |
|
|
|
(0.9 |
) |
|
|
1.7 |
|
|
Total Adjusted EBITDA |
|
$ |
6.5 |
|
|
|
$ |
10.6 |
|
|
|
$ |
(4.1 |
) |
|
|
$ |
7.5 |
|
|
|
$ |
7.7 |
|
|
|
$ |
(0.2 |
) |
|
- Balance Sheet: As of
June 30, 2021, HC2 had cash and cash equivalents (excluding
discontinued operations) of $18.1 million compared to $43.8 million
as of December 31, 2020. On a stand-alone basis, as of
June 30, 2021, the Corporate segment had cash and cash
equivalents of $2.0 million compared to $27.5 million at
December 31, 2020.
Second Quarter 2021 Segment
Highlights
Infrastructure
- DBM completed its acquisition of
Banker Steel, which more than doubled its total contracted backlog,
expanded DBM’s geographic presence and further enhanced this
segment’s financial position. While this segment continues to be
impacted by the timing and mix of project work under execution, DBM
is seeing improving demand in the commercial and industrial
construction markets, as evidenced by its record-setting backlog
position, including an increase in the number of large projects out
for bid. Further, the anticipated bipartisan infrastructure bill is
expected to generate increased demand for large and complex
projects starting as early as 12 to 18 months from a signed bill,
and DBM – one of the leading steel fabrication and erection
companies in the U.S. – is well positioned to meet these growing
needs.
- For the second quarter of 2021, DBM
reported revenue of $232.0 million, an increase of 34.6% compared
to $172.3 million in the prior year quarter. Net Income was $1.4
million, compared to $1.7 million for the prior year quarter.
Adjusted EBITDA decreased to $13.9 million from $19.1 million in
the prior year quarter.
- DBM’s total backlog increased to
$1,634.4 million as of June 30, 2021, up from $394.5 million
as of December 31, 2020. Taking into consideration awarded, but not
yet signed contracts, backlog would have been approximately $1,899
million at the end of the second quarter of 2021, compared to $608
million at the end of the fourth quarter of 2020.
Life Sciences
- Through Pansend Life Sciences, HC2
is strategically focused on the development of innovative
technologies and products in the healthcare industry and is
currently invested in four companies. The investments with the
greatest potential for value creation in the near-term are R2
Technologies (aesthetic dermatology) and MediBeacon (kidney
monitoring).
- Specifically, for R2, the launch of
commercial shipments to U.S. aesthetic providers for Glacial
Rx™ continues as planned. The infrastructure is in place and
in order to accelerate the sales effort, HC2 provided an additional
$15 million in Series C funding.
- The launch of Glacial Rx™ this
quarter provided R2 with valuable insights it is applying to the
launch of Glacial Spa™ in China, slated for the second half of
2021.
Spectrum
- HC2 Broadcasting is executing
against its strategy to deliver high-quality content to a growing
base of OTA TV households through a carrier-class, nationwide
broadcast TV distribution platform. The Spectrum segment is focused
on generating growth in commercial carriage through both lease and
revenue share arrangements with digital content providers, while
continuing to improve its operations, and presently plans to add 25
new stations using existing construction permits held by HC2
Broadcasting by the end of the first quarter 2022 to its already
industry-leading 227 broadcast stations.
- For the second quarter of 2021, HC2
Broadcasting reported revenue of $10.6 million, an increase of
11.6% compared to $9.5 million in the prior year quarter. The
increase was driven by higher Station Group revenues, which can be
attributed to the expansion in covered market with new and existing
customers and the greater number of OTA stations in operation.
Station Group revenue increases were partially offset by lost
revenues attributable to the sale of non-core stations.
- For the second quarter of 2021, HC2
Broadcasting reported Net Loss of $1.1 million compared to $3.7
million in the prior year quarter. Adjusted EBITDA was a positive
$2.7 million, compared to an Adjusted EBITDA loss of $1.2 million
in the prior year quarter. HC2 Broadcasting’s results for the
quarter reflect the significant efforts to improve operations and
reduce costs across the platform, the sale of high-cost non-core
stations and the growth in revenues described above, which led to
the third consecutive quarter of positive Adjusted EBITDA.
- As of June 30, 2021, HC2
Broadcasting operates 227 stations, of which 212 are currently
connected to the Company’s CentralCast system, which was relocated
to Miami this quarter. The total HC2 Broadcasting footprint
includes operating stations in 94 markets in the U.S. and Puerto
Rico, including operating stations in 34 of the top 35 DMAs.
Conference Call
HC2 will host a live conference call to discuss
its second quarter 2021 financial results and operations today at
8:30 a.m. ET. The Company will post an earnings supplemental
presentation in the Investor Relations section of the HC2 website
at ir.hc2.com, to accompany the conference call. Dial-in
instructions for the conference call and the replay follows.
- Live Webcast
and Call. A live webcast of the
conference call can be accessed by interested parties through the
Investor Relations section of the HC2 website at ir.hc2.com.
- Dial-in: 1-877-705-6003 (Domestic
Toll Free) / 1-201-493-6725 (Toll/International)
- Participant Entry Number:
13721028
-
Conference Replay*
- Dial-in: 1-844-512-2921 (Domestic
Toll Free) / 1-412-317-6671 (Toll/International)
- Conference Number: 13721028
*Available approximately two hours after the end of
the conference call through August 17, 2021.
About HC2HC2 Holdings is being
renamed INNOVATE Corp. INNOVATE is a portfolio of best-in-class
assets in three key areas of the new economy – infrastructure, life
sciences and spectrum. Dedicated to stakeholder capitalism,
INNOVATE employs over 4,300 people across its subsidiaries.
Contacts
Investor Contact:Anthony
Rozmusir@hc2.com(212) 235-2691
Media Contact:ReevemarkPaul
Caminiti/Pam Greene/Luc HerbowyHC2@reevemark.com(212) 433-4600
Non-GAAP Financial Measures
In this press release, HC2 refers to certain
financial measures that are not presented in accordance with U.S.
generally accepted accounting principles (“GAAP”), including Total
Adjusted EBITDA (excluding discontinued operations) and Adjusted
EBITDA for its operating segments.
Adjusted EBITDA
Management believes that Adjusted EBITDA
provides investors with meaningful information for gaining an
understanding of our results as it is frequently used by the
financial community to provide insight into an organization’s
operating trends and facilitates comparisons between peer
companies, since interest, taxes, depreciation, amortization and
the other items listed in the definition of Adjusted EBITDA below
can differ greatly between organizations as a result of differing
capital structures and tax strategies. Adjusted EBITDA can also be
a useful measure of a company’s ability to service debt. While
management believes that non-U.S. GAAP measurements are useful
supplemental information, such adjusted results are not intended to
replace our U.S. GAAP financial results. Using Adjusted EBITDA as a
performance measure has inherent limitations as an analytical tool
as compared to net income (loss) or other U.S. GAAP financial
measures, as this non-GAAP measure excludes certain items,
including items that are recurring in nature, which may be
meaningful to investors. As a result of the exclusions, Adjusted
EBITDA should not be considered in isolation and does not purport
to be an alternative to net income (loss) or other U.S. GAAP
financial measures as a measure of our operating performance.
Adjusted EBITDA excludes the results of operations and any
consolidating eliminations of our Insurance segment.
The calculation of Adjusted EBITDA, as defined
by us, consists of Net income (loss) as adjusted for discontinued
operations; depreciation and amortization; Other operating (income)
expense, which is inclusive of (gain) loss on sale or disposal of
assets, lease termination costs, asset impairment expense and FCC
reimbursements; interest expense; net gain (loss) on contingent
consideration; loss on early extinguishment or restructuring of
debt; other (income) expense, net; foreign currency transaction
(gain) loss included in cost of revenue; income tax (benefit)
expense; noncontrolling interest; bonus to be settled in equity;
share-based compensation expense; non-recurring items; costs
associated with the COVID-19 pandemic, and acquisition and
disposition costs.
Management recognizes that using Adjusted EBITDA
as a performance measure has inherent limitations as an analytical
tool as compared to net income (loss) or other GAAP financial
measures, as these non-GAAP measures exclude certain items,
including items that are recurring in nature, which may be
meaningful to investors.
Cautionary Statement Regarding
Forward-Looking Statements
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995: This press release
contains, and certain oral statements made by our representatives
from time to time may contain, "forward-looking statements."
Generally, forward-looking statements include information
describing actions, events, results, strategies and expectations
and are generally identifiable by use of the words “believes,”
“expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,”
“projects,” “may,” “will,” “could,” “might,” or “continues” or
similar expressions. Such forward-looking statements are based on
current expectations and inherently involve certain risks,
assumptions and uncertainties. The forward-looking statements in
this presentation include, without limitation, any statements
regarding our expectations regarding entering definitive agreements
in respect of and consummating potential divestitures of any of our
subsidiaries, our ability to successfully consummate previously
announced acquisitions, HC2’s inability to predict the extent to
which the COVID-19 pandemic and related impacts will continue to
adversely impact HC2’s business operations, financial performance,
results of operations, financial position, the prices of HC2’s
securities and the achievement of HC2’s strategic objectives, and
changes in macroeconomic and market conditions and market
volatility (including developments and volatility arising from the
COVID-19 pandemic), including interest rates, the value of
securities and other financial assets, and the impact of such
changes and volatility on HC2’s financial position. Such statements
are based on the beliefs and assumptions of HC2’s management and
the management of HC2’s subsidiaries and portfolio companies.
The Company believes these judgments are
reasonable, but you should understand that these statements are not
guarantees of performance, results or the creation of stockholder
value and the Company’s actual results could differ materially from
those expressed or implied in the forward-looking statements due to
a variety of important factors, both positive and negative,
including those that may be identified in subsequent statements and
reports filed with the Securities and Exchange Commission (“SEC”),
including in our reports on Forms 10-K, 10-Q, and 8-K. Such
important factors include, without limitation: the severity,
magnitude and duration of the COVID-19 pandemic, including impacts
of the pandemic and of businesses’ and governments’ responses to
the pandemic on HC2’s operations and personnel, and on commercial
activity and demand across our businesses, capital market
conditions, including the ability of HC2 and HC2’s subsidiaries to
raise capital; the ability of HC2’s subsidiaries and portfolio
companies to generate sufficient net income and cash flows to make
upstream cash distributions; volatility in the trading price of HC2
common stock; the ability of HC2 and its subsidiaries and portfolio
companies to identify any suitable future acquisition or
disposition opportunities; our ability to realize efficiencies,
cost savings, income and margin improvements, growth, economies of
scale and other anticipated benefits of strategic transactions;
difficulties related to the integration of financial reporting of
acquired or target businesses; difficulties completing pending and
future acquisitions and dispositions; effects of litigation,
indemnification claims, and other contingent liabilities; changes
in regulations and tax laws; and risks that may affect the
performance of the operating subsidiaries and portfolio companies
of HC2.
Although HC2 believes its expectations and
assumptions regarding its future operating performance are
reasonable, there can be no assurance that the expectations
reflected herein will be achieved. These risks and other important
factors discussed under the caption “Risk Factors” in our most
recent Annual Report on Form 10-K filed with the SEC, and our other
reports filed with the SEC could cause actual results to differ
materially from those indicated by the forward-looking statements
made in this presentation.
You should not place undue reliance on
forward-looking statements. All forward-looking statements
attributable to HC2 or persons acting on its behalf are expressly
qualified in their entirety by the foregoing cautionary statements.
All such statements speak only as of the date made, and unless
legally required, HC2 undertakes no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
HC2 HOLDINGS,
INC.CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS(in millions, except per share
amounts)(Unaudited)
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
Revenue |
|
$ |
243.8 |
|
|
|
$ |
181.8 |
|
|
|
$ |
415.6 |
|
|
|
$ |
368.4 |
|
|
Cost of revenue |
|
207.4 |
|
|
|
152.1 |
|
|
|
348.7 |
|
|
|
308.9 |
|
|
Gross profit |
|
36.4 |
|
|
|
29.7 |
|
|
|
66.9 |
|
|
|
59.5 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
39.5 |
|
|
|
36.4 |
|
|
|
76.6 |
|
|
|
75.3 |
|
|
Depreciation and amortization |
|
4.8 |
|
|
|
4.5 |
|
|
|
8.7 |
|
|
|
8.8 |
|
|
Other operating (income) loss |
|
(0.2 |
) |
|
|
(2.3 |
) |
|
|
0.2 |
|
|
|
(2.1 |
) |
|
Loss from operations |
|
(7.7 |
) |
|
|
(8.9 |
) |
|
|
(18.6 |
) |
|
|
(22.5 |
) |
|
Other (expense) income: |
|
|
|
|
|
|
|
|
Interest expense |
|
(12.4 |
) |
|
|
(19.1 |
) |
|
|
(33.8 |
) |
|
|
(38.3 |
) |
|
Loss on early extinguishment or restructuring of debt |
|
(1.6 |
) |
|
|
(3.4 |
) |
|
|
(12.4 |
) |
|
|
(9.2 |
) |
|
Income (loss) from equity investees |
|
0.2 |
|
|
|
(0.2 |
) |
|
|
(1.9 |
) |
|
|
(2.7 |
) |
|
Other income |
|
0.4 |
|
|
|
64.6 |
|
|
|
3.8 |
|
|
|
66.1 |
|
|
(Loss) income from continuing operations before income
taxes |
|
(21.1 |
) |
|
|
33.0 |
|
|
|
(62.9 |
) |
|
|
(6.6 |
) |
|
Income tax expense |
|
(2.6 |
) |
|
|
(12.0 |
) |
|
|
(3.7 |
) |
|
|
(2.3 |
) |
|
(Loss) income from continuing operations |
|
(23.7 |
) |
|
|
21.0 |
|
|
|
(66.6 |
) |
|
|
(8.9 |
) |
|
(Loss) income from discontinued operations (including gain on
disposal of $40.4 million and loss on disposal of $39.3 million for
the six months ended June 30, 2021 and 2020, respectively) |
|
(1.5 |
) |
|
|
7.5 |
|
|
|
50.4 |
|
|
|
(63.6 |
) |
|
Net (loss) income |
|
(25.2 |
) |
|
|
28.5 |
|
|
|
(16.2 |
) |
|
|
(72.5 |
) |
|
Net income (loss) attributable to noncontrolling interest and
redeemable noncontrolling interest |
|
1.7 |
|
|
|
(15.4 |
) |
|
|
5.3 |
|
|
|
2.5 |
|
|
Net (loss) income attributable to HC2 Holdings,
Inc. |
|
(23.5 |
) |
|
|
13.1 |
|
|
|
(10.9 |
) |
|
|
(70.0 |
) |
|
Less: Preferred dividends and deemed dividends from
conversions |
|
0.2 |
|
|
|
0.4 |
|
|
|
0.6 |
|
|
|
0.8 |
|
|
Net (loss) income attributable to common stock and
participating preferred stockholders |
|
$ |
(23.7 |
) |
|
|
$ |
12.7 |
|
|
|
$ |
(11.5 |
) |
|
|
$ |
(70.8 |
) |
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share - continuing operations |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.29 |
) |
|
|
$ |
0.11 |
|
|
|
$ |
(0.82 |
) |
|
|
$ |
(0.48 |
) |
|
Diluted |
|
$ |
(0.29 |
) |
|
|
$ |
0.11 |
|
|
|
$ |
(0.82 |
) |
|
|
$ |
(0.48 |
) |
|
|
|
|
|
|
|
|
|
|
(Loss) income per common share - discontinued operations |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.02 |
) |
|
|
$ |
0.15 |
|
|
|
$ |
0.67 |
|
|
|
$ |
(1.06 |
) |
|
Diluted |
|
$ |
(0.02 |
) |
|
|
$ |
0.14 |
|
|
|
$ |
0.67 |
|
|
|
$ |
(1.06 |
) |
|
|
|
|
|
|
|
|
|
|
(Loss) income per share - Net (loss) income attributable to common
stock and participating preferred stockholders |
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.31 |
) |
|
|
$ |
0.26 |
|
|
|
$ |
(0.15 |
) |
|
|
$ |
(1.54 |
) |
|
Diluted |
|
$ |
(0.31 |
) |
|
|
$ |
0.25 |
|
|
|
$ |
(0.15 |
) |
|
|
$ |
(1.54 |
) |
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
Basic |
|
77.0 |
|
|
|
46.8 |
|
|
|
77.1 |
|
|
|
45.9 |
|
|
Diluted |
|
77.0 |
|
|
|
48.8 |
|
|
|
77.1 |
|
|
|
45.9 |
|
|
HC2 HOLDINGS,
INC.CONDENSED CONSOLIDATED BALANCE
SHEET(in millions, except share
amounts)(Unaudited)
|
|
June 30,2021 |
|
December 31,2020 |
|
|
|
Assets |
|
|
|
|
Current assets |
|
|
|
|
Cash and cash equivalents |
|
$ |
18.1 |
|
|
|
$ |
43.8 |
|
|
Accounts receivable, net |
|
364.6 |
|
|
|
184.7 |
|
|
Costs and recognized earnings in excess of billings on uncompleted
contracts |
|
63.7 |
|
|
|
55.6 |
|
|
Assets held for sale |
|
5,812.4 |
|
|
|
5,942.1 |
|
|
Other current assets |
|
28.9 |
|
|
|
20.1 |
|
|
Total current assets |
|
6,287.7 |
|
|
|
6,246.3 |
|
|
Investments |
|
53.1 |
|
|
|
55.4 |
|
|
Deferred tax asset |
|
2.0 |
|
|
|
3.0 |
|
|
Property, plant and equipment, net |
|
173.3 |
|
|
|
112.8 |
|
|
Goodwill |
|
121.1 |
|
|
|
111.0 |
|
|
Intangibles, net |
|
222.0 |
|
|
|
172.1 |
|
|
Other assets |
|
76.7 |
|
|
|
42.2 |
|
|
Total assets |
|
$ |
6,935.9 |
|
|
|
$ |
6,742.8 |
|
|
|
|
|
|
|
Liabilities, temporary equity and stockholders’
equity |
|
|
|
|
Current liabilities |
|
|
|
|
Accounts payable |
|
$ |
135.1 |
|
|
|
$ |
69.7 |
|
|
Accrued liabilities |
|
101.9 |
|
|
|
77.1 |
|
|
Current portion of debt obligations |
|
70.2 |
|
|
|
433.6 |
|
|
Billings in excess of costs and recognized earnings on uncompleted
contracts |
|
146.8 |
|
|
|
52.2 |
|
|
Liabilities held for sale |
|
5,261.6 |
|
|
|
5,306.7 |
|
|
Other current liabilities |
|
18.7 |
|
|
|
12.9 |
|
|
Total current liabilities |
|
5,734.3 |
|
|
|
5,952.2 |
|
|
Deferred tax liability |
|
7.0 |
|
|
|
7.0 |
|
|
Debt obligations |
|
606.3 |
|
|
|
127.9 |
|
|
Other liabilities |
|
70.6 |
|
|
|
39.8 |
|
|
Total liabilities |
|
6,418.2 |
|
|
|
6,126.9 |
|
|
Commitments and contingencies |
|
|
|
|
Temporary equity |
|
|
|
|
Preferred stock |
|
— |
|
|
|
10.4 |
|
|
Redeemable noncontrolling interest |
|
6.2 |
|
|
|
5.3 |
|
|
Total temporary equity |
|
6.2 |
|
|
|
15.7 |
|
|
Stockholders’ equity |
|
|
|
|
Common stock, $0.001 par value |
|
0.1 |
|
|
|
0.1 |
|
|
Shares authorized: 160,000,000 at June 30, 2021 and
December 31, 2020, respectively |
|
|
|
|
Shares issued: 79,208,998 and 77,836,586 at June 30,
2021 and December 31, 2020, respectively |
|
|
|
|
Shares outstanding: 77,823,942 and 76,726,835 at
June 30, 2021 and December 31, 2020, respectively |
|
|
|
|
Additional paid-in capital |
|
354.8 |
|
|
|
355.7 |
|
|
Treasury stock, at cost: 1,385,056 and 1,109,751 shares at
June 30, 2021 and December 31, 2020, respectively |
|
(5.2 |
) |
|
|
(4.2 |
) |
|
Accumulated deficit |
|
(199.6 |
) |
|
|
(188.7 |
) |
|
Accumulated other comprehensive income |
|
338.2 |
|
|
|
396.9 |
|
|
Total HC2 Holdings, Inc. stockholders’ equity |
|
488.3 |
|
|
|
559.8 |
|
|
Noncontrolling interest |
|
23.2 |
|
|
|
40.4 |
|
|
Total stockholders’ equity |
|
511.5 |
|
|
|
600.2 |
|
|
Total liabilities, temporary equity and stockholders’
equity |
|
$ |
6,935.9 |
|
|
|
$ |
6,742.8 |
|
|
HC2 HOLDINGS,
INC.RECONCILIATION OF NET INCOME (LOSS) TO
ADJUSTED EBITDA(Unaudited)
(in millions) |
|
Three months ended June 30, 2021 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-operating Corporate |
|
Other and Eliminations |
|
HC2 |
Net (loss) attributable to HC2 Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
$ |
(23.5 |
) |
|
Less: Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
(1.5 |
) |
|
Net Income (loss) attributable to HC2 Holdings, Inc., excluding
discontinued operations |
|
$ |
1.4 |
|
|
|
$ |
(4.3 |
) |
|
|
$ |
(1.1 |
) |
|
|
$ |
(19.2 |
) |
|
|
$ |
1.2 |
|
|
|
$ |
(22.0 |
) |
|
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
3.3 |
|
|
|
0.1 |
|
|
|
1.4 |
|
|
|
— |
|
|
|
— |
|
|
|
4.8 |
|
|
Depreciation and amortization (included in cost of revenue) |
|
2.7 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.7 |
|
|
Other operating (income) |
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(0.2 |
) |
|
Interest expense |
|
2.2 |
|
|
|
— |
|
|
|
2.4 |
|
|
|
7.8 |
|
|
|
— |
|
|
|
12.4 |
|
|
Other (income) expense, net |
|
(4.1 |
) |
|
|
— |
|
|
|
0.4 |
|
|
|
3.3 |
|
|
|
— |
|
|
|
(0.4 |
) |
|
Loss on early extinguishment or restructuring of debt |
|
1.5 |
|
|
|
— |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
1.6 |
|
|
Income tax expense |
|
1.2 |
|
|
|
— |
|
|
|
— |
|
|
|
1.4 |
|
|
|
— |
|
|
|
2.6 |
|
|
Noncontrolling interest |
|
0.1 |
|
|
|
(1.9 |
) |
|
|
(0.5 |
) |
|
|
— |
|
|
|
0.6 |
|
|
|
(1.7 |
) |
|
Share-based compensation expense |
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
0.5 |
|
|
|
— |
|
|
|
0.7 |
|
|
Nonrecurring Items |
|
0.2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
COVID-19 Costs |
|
4.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.0 |
|
|
Acquisition and disposition costs |
|
1.4 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
0.4 |
|
|
|
(0.1 |
) |
|
|
1.8 |
|
|
Adjusted EBITDA |
|
$ |
13.9 |
|
|
|
$ |
(6.1 |
) |
|
|
$ |
2.7 |
|
|
|
$ |
(5.7 |
) |
|
|
$ |
1.7 |
|
|
|
$ |
6.5 |
|
|
(in millions) |
|
Three months ended June 30, 2020 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-operating Corporate |
|
Other and Eliminations |
|
HC2 |
Net income attributable to HC2 Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
$ |
13.1 |
|
|
Less: Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
7.5 |
|
|
Net Income (loss) attributable to HC2 Holdings, Inc., excluding
discontinued operations |
|
$ |
1.7 |
|
|
|
$ |
(1.2 |
) |
|
|
$ |
(3.7 |
) |
|
|
$ |
(38.2 |
) |
|
|
$ |
47.0 |
|
|
|
$ |
5.6 |
|
|
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
2.7 |
|
|
|
0.1 |
|
|
|
1.7 |
|
|
|
— |
|
|
|
— |
|
|
|
4.5 |
|
|
Depreciation and amortization (included in cost of revenue) |
|
2.3 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2.3 |
|
|
Other operating (income) |
|
(0.1 |
) |
|
|
— |
|
|
|
(2.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2.3 |
) |
|
Interest expense |
|
2.2 |
|
|
|
— |
|
|
|
3.5 |
|
|
|
13.4 |
|
|
|
— |
|
|
|
19.1 |
|
|
Loss on early extinguishment or restructuring of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3.4 |
|
|
|
— |
|
|
|
3.4 |
|
|
Other (income) expense, net |
|
(0.1 |
) |
|
|
(2.3 |
) |
|
|
0.4 |
|
|
|
8.8 |
|
|
|
(71.3 |
) |
|
|
(64.5 |
) |
|
Income tax expense |
|
0.8 |
|
|
|
— |
|
|
|
— |
|
|
|
4.3 |
|
|
|
6.9 |
|
|
|
12.0 |
|
|
Noncontrolling interest |
|
0.1 |
|
|
|
(1.2 |
) |
|
|
(1.3 |
) |
|
|
— |
|
|
|
17.7 |
|
|
|
15.3 |
|
|
Bonus to be settled in equity |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(0.3 |
) |
|
Share-based compensation expense |
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.1 |
|
|
|
— |
|
|
|
0.2 |
|
|
Nonrecurring Items |
|
0.9 |
|
|
|
— |
|
|
|
— |
|
|
|
3.8 |
|
|
|
— |
|
|
|
4.7 |
|
|
COVID-19 Costs |
|
8.4 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8.4 |
|
|
Acquisition and disposition costs |
|
0.2 |
|
|
|
— |
|
|
|
0.4 |
|
|
|
1.1 |
|
|
|
0.5 |
|
|
|
2.2 |
|
|
Adjusted EBITDA |
|
$ |
19.1 |
|
|
|
$ |
(4.5 |
) |
|
|
$ |
(1.2 |
) |
|
|
$ |
(3.6 |
) |
|
|
$ |
0.8 |
|
|
|
$ |
10.6 |
|
|
HC2 HOLDINGS,
INC.RECONCILIATION OF NET INCOME (LOSS) TO
ADJUSTED EBITDA(Unaudited)
(in millions) |
|
Six months ended June 30, 2021 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-operating Corporate |
|
Other and Eliminations |
|
HC2 |
Net (loss) attributable to HC2 Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
$ |
(10.9 |
) |
|
Less: Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
50.4 |
|
|
Net Income (loss) attributable to HC2 Holdings, Inc., excluding
discontinued operations |
|
$ |
1.4 |
|
|
|
$ |
(8.5 |
) |
|
|
$ |
(5.5 |
) |
|
|
$ |
(50.0 |
) |
|
|
$ |
1.3 |
|
|
|
$ |
(61.3 |
) |
|
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
5.7 |
|
|
|
0.1 |
|
|
|
2.9 |
|
|
|
— |
|
|
|
— |
|
|
|
8.7 |
|
|
Depreciation and amortization (included in cost of revenue) |
|
5.0 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5.0 |
|
|
Other operating expenses |
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
|
— |
|
|
|
— |
|
|
|
0.2 |
|
|
Interest expense |
|
4.1 |
|
|
|
— |
|
|
|
4.7 |
|
|
|
25.0 |
|
|
|
— |
|
|
|
33.8 |
|
|
Other (income) expense, net |
|
(3.9 |
) |
|
|
— |
|
|
|
0.8 |
|
|
|
(0.7 |
) |
|
|
— |
|
|
|
(3.8 |
) |
|
Loss on early extinguishment or restructuring of debt |
|
1.5 |
|
|
|
— |
|
|
|
0.9 |
|
|
|
10.0 |
|
|
|
— |
|
|
|
12.4 |
|
|
Income tax expense |
|
1.2 |
|
|
|
— |
|
|
|
— |
|
|
|
2.5 |
|
|
|
— |
|
|
|
3.7 |
|
|
Noncontrolling interest |
|
0.1 |
|
|
|
(4.0 |
) |
|
|
(1.0 |
) |
|
|
— |
|
|
|
(0.5 |
) |
|
|
(5.4 |
) |
|
Share-based compensation expense |
|
— |
|
|
|
0.1 |
|
|
|
0.3 |
|
|
|
0.9 |
|
|
|
— |
|
|
|
1.3 |
|
|
Nonrecurring Items |
|
0.4 |
|
|
|
— |
|
|
|
— |
|
|
|
0.5 |
|
|
|
— |
|
|
|
0.9 |
|
|
COVID-19 Costs |
|
7.9 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
7.9 |
|
|
Acquisition and disposition costs |
|
1.8 |
|
|
|
— |
|
|
|
0.2 |
|
|
|
2.1 |
|
|
|
— |
|
|
|
4.1 |
|
|
Adjusted EBITDA |
|
$ |
25.2 |
|
|
|
$ |
(12.3 |
) |
|
|
$ |
3.5 |
|
|
|
$ |
(9.7 |
) |
|
|
$ |
0.8 |
|
|
|
$ |
7.5 |
|
|
(in millions) |
|
Six months ended June 30, 2020 |
|
|
Infrastructure |
|
Life Sciences |
|
Spectrum |
|
Non-operating Corporate |
|
Other and Eliminations |
|
HC2 |
Net (loss) attributable to HC2 Holdings, Inc. |
|
|
|
|
|
|
|
|
|
|
|
$ |
(70.0 |
) |
|
Less: Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
(63.6 |
) |
|
Net Income (loss) attributable to HC2 Holdings, Inc., excluding
discontinued operations |
|
$ |
1.6 |
|
|
$ |
(4.4 |
) |
|
|
$ |
(9.2 |
) |
|
|
$ |
(64.0 |
) |
|
|
$ |
69.6 |
|
|
|
$ |
(6.4 |
) |
|
Adjustments to reconcile net income (loss) to Adjusted EBITDA: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
5.3 |
|
|
0.1 |
|
|
|
3.4 |
|
|
|
— |
|
|
|
— |
|
|
|
8.8 |
|
|
Depreciation and amortization (included in cost of revenue) |
|
4.6 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4.6 |
|
|
Other operating (income) expenses |
|
0.1 |
|
|
— |
|
|
|
(2.2 |
) |
|
|
— |
|
|
|
— |
|
|
|
(2.1 |
) |
|
Interest expense |
|
4.4 |
|
|
— |
|
|
|
6.7 |
|
|
|
27.2 |
|
|
|
— |
|
|
|
38.3 |
|
|
Loss on early extinguishment or restructuring of debt |
|
— |
|
|
— |
|
|
|
— |
|
|
|
9.2 |
|
|
|
— |
|
|
|
9.2 |
|
|
Other (income) expense, net |
|
0.1 |
|
|
(2.3 |
) |
|
|
1.0 |
|
|
|
6.4 |
|
|
|
(71.3 |
) |
|
|
(66.1 |
) |
|
Income tax (benefit) expense |
|
1.0 |
|
|
— |
|
|
|
— |
|
|
|
3.9 |
|
|
|
(2.6 |
) |
|
|
2.3 |
|
|
Noncontrolling interest |
|
0.1 |
|
|
(2.2 |
) |
|
|
(2.4 |
) |
|
|
— |
|
|
|
2.0 |
|
|
|
(2.5 |
) |
|
Bonus to be settled in equity |
|
— |
|
|
— |
|
|
|
— |
|
|
|
(0.3 |
) |
|
|
— |
|
|
|
(0.3 |
) |
|
Share-based compensation expense |
|
— |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
1.5 |
|
|
|
— |
|
|
|
1.7 |
|
|
Nonrecurring Items |
|
1.8 |
|
|
— |
|
|
|
— |
|
|
|
5.2 |
|
|
|
— |
|
|
|
7.0 |
|
|
COVID-19 Costs |
|
8.8 |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
8.8 |
|
|
Acquisition and disposition costs |
|
0.3 |
|
|
— |
|
|
|
0.4 |
|
|
|
2.3 |
|
|
|
1.4 |
|
|
|
4.4 |
|
|
Adjusted EBITDA |
|
$ |
28.1 |
|
|
$ |
(8.7 |
) |
|
|
$ |
(2.2 |
) |
|
|
$ |
(8.6 |
) |
|
|
$ |
(0.9 |
) |
|
|
$ |
7.7 |
|
|
HC2 (NYSE:HCHC)
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