Philip Falcone
Analyst · B. Riley
Thank you, Andy, and good afternoon, everyone, and thanks for joining us today. On the call today, we're going to switch it up a little as compared to previous calls. The objective here is to streamline the call a bit and allow for more time for Q&A at the end. As such, I'll focus my comments on some of the more meaningful accomplishments for the fourth quarter and for the year, including some additional commentary on one of our newer platforms, the broadcasting strategy. And of course, touching upon our key areas of focus for 2018, including the initiation of forecast for our top two subs, and hopefully, should be value-added to the investor base out there. So let's move on quickly to Slide 4, the segment financial summary. On Slide 4, you'll see a summary of the adjusted EBITDA by segment and adjusted operating income for our insurance segment. I'm going to speak to each of these key subs in a couple of minutes, but I will say, overall, I'm pleased with not only the performance of the businesses in 2017, but clearly, with the opportunities we see across the platform for 2018 and beyond. We are experiencing some very nice trends and are very excited about the prospects for, not only '18, but what we're seeing for 2019 as well based on our backlogs. Let's move to Slide 5, and review the highlights of 2017. To begin with, DBM Global, despite some timing issues as a result of the design changes on a couple of large projects and backlog, which shifted approximately $6 million of adjusted EBITDA from 2017 to '18, the team did a great job minimizing the impact here, and were very successful in adding new project work. This resulted overall in an increase, $76 million increase in full year revenue versus last year. For the fourth quarter and full year, adjusted EBITDA were down on a year-over-year basis due to those project delays, and that was something that we had talked about early on, and it's really not a function, again, of what and how we are operating. It's design delays, et cetera, or delays that may be as a result of other contractors on the job. Again, this is not lost EBITDA, this is just pushed off and this is, I guess, our closest thing to somewhat of, I guess, we could call seasonality. But we feel very confident that it's pretty straightforward in terms of which projects we did see some slight delays on and to the amounts. So the bridging is definitely there, and we can see very easily how we went from that 59 number to the 52 and how we're going to get that back in the next 12 months. In DBM, again, posted another record backlog coming in at $723 million at the end of the fourth quarter. Adjusted backlog of just over $770 million. And this is in addition to approximately $300 million of additional opportunities that are out there that we are looking at, at the moment and all of which provide some pretty strong visibility for this company over the next 18 to 24 months. Clearly, we are always looking at how we can build on the existing platform and as a result, DBM completed its acquisition of CanDraft in the quarter. It's a prominent 3D modeling and detailer as well as Mountain States Steel, which is a Utah-based bridge and structural steel fabricator. These tuck-ins added DBM's organic capacity and position them for future growth in the bridge market, which we think could help continue building on the overall business plan of Schuff, of the Schuff steel segment. The recently acquired Mountain States Steel, in fact, secured its first bridge infrastructure project following the Mountain States acquisition. This is a segment that we, overall, have been really pushing on, more focused on the general U.S. infrastructure side of the business versus the private enterprise. And we think there's a very strong opportunity here to expand our business and expand the product line that we can offer as it relates to the capabilities of the team. So we're very excited about this acquisition, and feel like, while it wasn't a sizable deal for us, it really gets us in that part of the world in terms of the infrastructure play. And we believe that we're going to be able to build on that pretty effectively. DBM distributed nearly $30 million of dividends and tax share to HC2 in 2017 and, of course, it continues to be a key source of stable liquidity. There's very little debt at this company. And as you can see either from the press release or from, what I will talk to in a bit, about the forecast, that we're quite well positioned and feel very confident that we will get that project delay back in 2018 and some. So we're very excited about what's happening there. And I think the important thing, too, is that, again, there's a lot of business to be had out there. Russ and the team are being very smart about how they're doing business and making sure that we are looking at profitable projects. I know there's been some -- and I don't want to say pressure in the overall market from a margin perspective, but we're turning down business, quite frankly, that we feel from an allocation perspective, is not the best allocation of capital. And I think that's part and parcel to how Russ and the team have looked at this business. And it's why we are where we are with the strong cash flows and the strong balance sheet, et cetera, on Schuff. So again, things are really moving in the right direction. We expect that we are going to pick that $6 million, plus or minus, that we had been talking about of a delay, we're going to pick that back up in 2018 and some. So very excited about what's happening here. In Global Marine, Global also finished the year with a very, very strong near record backlog of $445 million. During 2017, Global secured 2 to 3 remaining long-term telecom maintenance contracts, solidifying the company's leading position in the space. Of the six Global Telecom maintenance zone contracts, Global will continue to have three under wraps. And that's really nice business to have. It's longer term. The counterparties are phenomenally capable from a financial perspective, obviously. And it is something that we really worked very hard on and give our hats off to the team to be able to sign these up again and get them under our umbrella, and not only for the year, but over the next number of years. Overall, adjusted EBITDA for Global was up for the quarter versus last year, mainly due to telecom maintenance and installation and offset by a decrease in joint venture income, given the stronger fourth quarter. For the year, the adjusted EBITDA was up, and which -- up by a higher joint -- JV income, which saw a 43% increase in full year contribution from the Huawei Marine JV, in addition to higher contributions, as I mentioned earlier, from the telecom maintenance. Again, the Huawei JV continues to be a value-add for us here. And as a result of the various acquisitions and transactions that we've done in the vessel space, I think we're going to see more drop to our bottom line as a result of our capacity increase. And that was one of the objectives of our transactions and our vessel transactions over the last 12 to 18 months. We just felt like we needed to be able to participate in the growth over and above being just the JV equity holder there. And we can get that business by adding capacity to our base case model. And we did that with a few of the transactions over the last 12 to 18 months. Offshore power remains a key growth market for Global, but was not a major factor in the fourth quarter or for the full year. The recently completed acquisition of Fugro's trenching and cable-laying business will further serve to support meaningful opportunities in the offshore power market as well as in oil and gas. And without going into too much detail, the dynamics in what's happening in that marketplace in the offshore power market is, not only from an installation perspective, but with the acquisition that our first acquisition of CWind, which was more on the transportation side, there's a number of different dynamics that we're looking to get involved in on the offshore power. And considering the transportation, the maintenance, the installation, et cetera, there's some really juicy new business to be had there. And again, by virtue of the counterparties here, this is real. And once they start on these massive projects, obviously, the maintenance part of it alone is a very sizable and attractive piece of the overall puzzle. So we're looking to continue to capture market share in that space. And the market share, in general, is expanding. So we are very well positioned with the last couple of acquisitions of both Fugro and CWind. And we've also done some internal kind of restructuring, if I may say, in terms of how we're looking at the overall business of Global. And have, essentially, separated it into really three dynamics and three individual silos, and how we're looking at the business is the Offshore Power, the Telecom and, of course, the Energy space, which we typically haven't had a lot of exposure. But again, if oil does stay at $60 or above, we expect that, that market will pick up again. And expect to be positioned to capitalize on that in the event that we -- that, that market picks up again. And it's not a very big part -- the Energy sector is not a big part of the forecast, but I think it's always good to have -- to be positioned to move into that space, and move into it very quickly in the way we've restructured and built the business, and really took a step back and had to take one step back to take -- before we took two steps forward. I think we're much stronger and much better for it, and looking forward to picking up business across the board there. Just finally, Global added two key vessels to their fleet, as I mentioned, in 2017. And again, this is really positioning the company to address all of their targeted market demands. And I think it has been very well received just by virtue of what we're seeing in the backlog and the opportunity set that's in front of us today for Global. Moving on to American Natural Gas. Throughout 2017, ANG continues to develop an impressive pipeline of renewable natural gas supply agreements, which they believe will be an important component of the overall renewable natural gas strategy and represents potential for significant contribution to the company going forward. During the fourth quarter, ANG signed its first renewable nat gas supply agreement. This is all about the win credit aspect. We didn't see a lot of that in 2017. It's something that we kind of positioned ourselves going forward. And again, without getting into too much detail, it's the type of thing, where if you partner with a renewable nat gas supplier, there's an opportunity for, again, lowering our cost of goods and lowering our cost of goods dramatically. So this is a very, very attractive part of the market, and is one of the reasons why we have been and continue to be big believers around it. Aside from the fact that we continue to see a number of the big suppliers, or I should say, distributors moving to the CNG space. So I've said this, I kind of sound like a broken record on ANG, but I'm a big believer in this market. I think we're well positioned. We're now up to 40 stations. And it's taken a bit of time integrating them and getting them to -- I don't want to say, up to our standard, but getting them as part of our overall mix. But they were fantastic acquisitions and, again, positions us to be one of the leaders in this space. And there is no question the opportunity, there's been a lot of discussion around electric and the excitement around electric. And again, no offense to what's happening in that industry, it's just not there yet. And anybody with any natural -- with any know-how will tell you that. So we're expecting very good things in CNG. And if you think of what the diesel pricing is right now versus where you can buy compressed nat gas at the pump, it is extremely attractive and quite frankly, there is no economic reason for a Class 8 diesel truck entity to not have compressed nat gas in their -- compressed nat gas vehicles in their fleet. And I think, the unfortunate fact is it takes a bit of time, but it is something that once it turns, it turns. It's almost a somewhat permanent thing, because it's not like there's a number of compressed nat gas stations out there. You get the anchored tenant and they essentially come to your station and you have offtake agreements, et cetera. Just as a reminder, the alternative fuel tax credit, which is different from the renewable natural gas supply agreement I just talked about, was a meaningful contributor to ANG's 2016 adjusted EBITDA. Keep in mind, this expired -- this tax credit expired at the end of 2016. Recently Congress went back to the drawing board and extended it retroactive for 2017, which will result in approximately $3 million of adjusted EBITDA on cash contribution to ANG in the first half of 2018. So you can almost look at it as if, on an apples-to-apples basis, that $3 million could have been and probably should have been under a traditional ongoing alternative fuel tax credit and should have been in the 2017 year, but as they say, better late than never. And the team actually work very hard down in D.C. to get this. And it's a nice big plus to have. And I think it will continue to play a role in building out our relationships with the trucking companies as trucking companies see that these tax credits are still out there. There's an opportunity for JVs around them or sharing around them, as well as in the RNG space, that there's an opportunity there. As I mentioned, Drew and the key members of the natural gas industry continue to work with the legislatures and working very hard to find a more permanent solution for these tax credits for 2018 and beyond. In fact, Drew, the CEO, is scheduled to testify before Congress this afternoon. So hopefully that's going well or went well for him. Finally, as a result of the conversion of the promissory note associated with the Questar and Constellation acquisitions, HC2's equity ownership in ANG increased to 67.7% from 49.9%. And we had always looked at it as a majority-owned sub. It is now, however, official with the conversion in here. Looking ahead, ANG will continue to focus on increasing capacity utilization. And if you think about just a rule of thumb with the stations that we have, you're talking about 70 million of gallons of gas equivalent per year. And right now, we are at maybe 20% of that. And so in essence, there is a pretty phenomenal amount of capacity that we could increase to on each of these stations. And what's really nice about it is, if and when -- not if, but when we -- as the GGEs, Gasoline Gallon Equivalents start pumping, there's going to be a tremendous expansion in the bottom line or the EBITDA because we're covering our fixed cost right now and EBITDA positive at or below 20% of capacity. Imagine when that bumps up what it will look like. And the trucking companies want to see that because they want to know that they can expand their fleet and expand it very quickly. So it was done by design, and it is something that as we build out and acquire other stations, we will do that with that objective in mind. Just moving quickly onto ICS. Again, continues to be a good, solid, albeit small performer for us. Revenues were slightly down, but continued improvement in EBITDA, up $1.4 million to be exact, for the year, and as a result of operating efficiencies. In addition, ICS continues to be a nice dividend payer to HC2, contributing $8 million in total dividends for the year. It's not bad for a company that when we bought it or when we bought the holding company was a discontinued operation and losing money at the time. For 2018, Craig's focus will be to increase the number of global accounts, with a particular focus on midsized customers. Company will also look to expand its global sales team to support these initiatives by adding new account representatives, et cetera. And also, looking at some small tack-on and tuck-in acquisitions, and they're out there. This business is not disappearing anytime soon, and we feel like we're well positioned to continue to expand that marketplace and increase our margins accordingly. And we do that by being a synergistic buyer. And you're not talking about paying a 10x multiple on these things, which is quite frankly, the beauty of it being a buyer. In the Insurance sector, Continental improved profitability for the year as a result of higher net investment income and reduced reserves, mainly due to approved rate increases in several states. Posting positive income of $7.1 million and adjusted operating income of $8 million for the full year and this is after paying taxes. So as you can see, the numbers are turning on this business. And it is really moving in the right direction. And the guys have done a very good job of, not only managing the portfolio, but proving out that the model is what we expected it. And as a result, we've continued to look to capitalize on that and capitalize on it via acquisitions. And as we mentioned on our last call, Continental signed a definitive agreement to acquire Humana's long-term care business. Once completed, which could be in the second or third quarter, will add more than $2.25 billion of assets to our insurance vertical, and will be immediately accretive to Continental's statutory and risk-based capital. The fact that we have the platform is really a plug-and-play for us. It's very important that we are -- and we're getting a good amount of intention and incoming calls from potential sellers of these types of businesses. And we are looking at it maybe a little bit differently than the traditional life insurance company. And I think just by virtue of the performance, we've been right. And we have no reason to believe that will change. But the fact that we are looking at the kind of net income that we have now for the year is definitely a nice feather in our cap on this one. The Humana acquisition, as I mentioned, will increase the insurance investment platform to a bit north of $3.6 billion, almost $3.7 billion of cash and invested assets once completed. This will be a nice transaction for us. And I think both parties are pleased with what the deal that we've been able to sign up. So we're looking forward to wrapping this one up, and team is working very hard on crossing the Ts and dotting the Is on this one. And we're going to continue to bang away and look for opportunities. And we are very cognizant of what's happening in this industry and cognizant of the trends, et cetera. And I think, there is an opportunity to really build on our existing platform and getting this next acquisition under our belt, I think, will put us well ahead of most others that are even thinking about getting into this space. Clearly, you have to have and do a -- there's a tremendous amount of diligence involved. And not all portfolios are equal, and that's why we've been very picky with the transactions that we're doing and making sure that we're crossing the Ts and dotting the Is and not doing anything to harm our existing platform. But if anything, looking at deals that will be accretive. There's a lot of deals out there. Not all deals are accretive. I think this happens to be one of them and was a very solid deal for us. In the Life Sciences unit, as we've discussed on prior calls, there were many significant -- ongoing significant milestones in 2017 for the different companies under the Pansend umbrella, including new FDA approval for R2, successful pilot trials for MediBeacon, new important patents granted for BeneVir. We certainly understand that there's a heightened interest and some excitement around the Pansend platform. And we remain very encouraged with the multiple discussions these companies are having with several strategic parties. As I have discussed over, again, sounding a bit like a broken record, but I feel pretty good about where we are and the underlying value in each of these entities. Meaning, the different Pansend entities. And not being hasty and just cutting a deal for the sake of cutting a deal. We clearly could have done that, but we want to make sure that we are, again, crossing the Ts and dotting the Is and doing what we think is best for the entity as well as for HC2. But we are very well positioned. We've got a couple of people in this area that are monitoring and keeping our hand on every moving pulse as well as management teams that are very aligned. So up and down the structure, we're all looking in the right direction. And there's no disputing that. And again, I feel like I'd love to have something in hand on this, but there's no reason to believe that we need to be hasty and cut a deal for the sake of cutting a deal. But be that as it may. It is clearly something of interest to us all. And I will keep you apprised as we look and move forward on these different entities in the coming weeks. Finally, our Other segment, including our recent broadcasting investment, is the Other in this Page 5 or Slide 5, and I'll touch a little bit on that in the next slide. So turning quickly on to Slide 6, the broadcasting holdings. Again, we kind of looked at this as opportunistic and have done a lot of work on the space and have been very strategic in how we've thought about it and moved relatively quickly on building a platform. And as you can see right now, we have a 135 operational statements -- stations, sorry, and licenses and permits to build out another 476. And not that we will build out 476, but the fact that we have them and have them at our fingertips, we are working overtime in determining where we are building and making sure that we have all our bases covered. From a marketplace perspective, there's, I think, 210 DMAs right now. And in our market, just with what we have, not including construction permits, we're north of 110 markets. Total footprint, excluding construction permits, and that construction permit number is extremely high, we're covering approximately 60% of the U.S. population. And how you have to think about it is really stitching together stations, our objective is to continue building on this and building to a point where we get to north of 80% I'm anticipating and expecting, and as I kind of think about this and what we're trying to do with this. But the objective is to bring it into the next era and with what's happening in the cord cutting industry right now, people are looking at our platform as a distribution alternative. And that's what we are. With the Azteca acquisition, we did, by virtue of acquiring Azteca America, get involved in the network side, but there are those out there that are spending a lot more on content. And I will let them do what they do and utilize our platform as a distribution alternative. Not everybody watches television via cable, and obviously with cord cutting. And not everybody watches on the Internet. And there's opportunity to capture viewers. And clearly, you have to have the platform, and you have to have the content. And if you have one station, you have different opportunities from procuring proper content. And the more stations and the bigger platform you have, the more likely you get higher quality content. If you look at some of our stations today, and we bought them from very high-quality companies or families. But when you have five stations or six stations or seven stations, it just puts you in a different negotiating position than when you have 135 or 175 or 200. So we feel like we are positioning ourselves and very focused on kind of stitching together of five nines platform for distribution. And there's a number of things happening on the technology side that we believe we will be able to capture. And to that end, we are bringing on super-high quality people. We just hired, as we announced yesterday, two individuals who are very well-known in the industry, Kurt Hanson and Louis Libin, who come from -- have years and years of broadcasting technology experience on the engineering side and these two guys are going to be key and kind of see what we had and see what we have. And getting them onboard was a nice coup for us, so we're very excited about that. And they understand the opportunity set here. And I think they kind of welcomed the approach. So at some point, over the next month or two months or three months, I will come out with more detail on what we are going to do, and specifically -- more specifics on this, but we don't have too many more acquisitions or too many more holes to fill. That's for sure. We've done a phenomenal job of really securing, not only stations, but rights to build. And that was our goal, and we wanted to do it very quickly with the intent on thinking about that distribution platform. And it's not something that you kind of do halfway. If you're doing 30% of the country, it's different than if you're doing 80% of the country. So we are well down the path, and don't see too much additional capital being spent on acquisitions. Now the dynamic is around, okay, how many do we build, where do we build them, et cetera. And these are not expensive builds as one would think in the marketplace, and especially related to cellular. It's a different dynamic, building towers or building stations in the television space. While giving us and keeping us flexible for the advent of ATSC 3.0 as that comes down the pike, and that's just another digital or another technology shift that will prove to be, I believe, very value-added. We did not include that in our model as we thought about this. With the expectation that, that will come, that will be, as I like to say, just kind of found money or found value because it does provide a much more interactive from a broadcast perspective. It's the one technology -- it's one marketplace in technology and telecom where we've seen very little advancement over the last 30 years, 40 years. Now all of a sudden, you're seeing some movement there, even by virtue of being able to view your over-the-air television stations on your iPad or iPhone, which is pretty phenomenal. And it's incredible how people are not aware of this and granted there's education around it, but that's something that, again, I can discuss more in detail down the road. Just moving quickly along here to Slide 7. 2018 focus and priorities. We've outlined some of the key focus priorities for what we're seeing ahead. Top priority, and I continue to mention this, is to optimize our overall capital structure. I got to get that debt -- cost of debt down. And listen, I'm being patient. I think that with some of the things that we're working on and some of the things that we have in our pipeline, I will be able to -- or we will be able to refinance at lower levels. And when the time is right, that's when we'll do it. And I'd like to try to think about it as something that is -- that I think about often because I know when people look at it, your natural reaction is how paying 11% is not something you should be doing in this marketplace. And I wholeheartedly agree, it is not something that I take lightly and look at it every single day. And there will be the right time, and we're moving in that direction. Again, but the overall key is just to lower the cost of debt financing, and maybe even reducing debt financing. We fully expect that with some of the different things that are happening, and I've said this a number of times, I think our equity is undervalued, and I think reducing our preferred equity, which will happen naturally once our stock price starts moving up and people kind of crossed the Ts and dot the Is, having it down at 27 from 55 was a nice step. But I'm not happy that it's still there. So that's another thing that we are focused on. But, first and foremost, is kind of that 11% coupon, and getting that down to where it makes sense for us over the long term. We're close, but not quite there yet. But it is at the top of my list of things to do. Just quickly moving on and looking ahead. We're looking at, as it relates to, not only the refinancing at the holding company. There's various financing structures that we are contemplating from time to time, whether it's at the subsidiary or different instruments. So the key is that, we're not trying to time the market, but focus or thinking about it from an optimal perspective and getting our cost down as low as possible. We also like to think that the monetization aspect of one of our underlying businesses or so on and so forth will -- is very important improving out our model and that could be at which point in time, we decided to move down the path of refinancing as well. But overall, we're also looking to grow the overall HC2 portfolio. And I think it's, unfortunately, a sellers market right now. But we are doing tack-on acquisitions that are accretive, and that's very important for us. And we've had success, and I've had success in my previous situation with doing things like that and being patient as you make your money on the buy, and that's how we're thinking about it. There were some situations that would have probably have been good tack-on -- not tack-on acquisitions, but good complementary acquisitions for us, and notably, DBM, but we didn't want to pay the multiples that are out there. And have to be patient and smart about it. Finally, to provide more visibility into our two largest adjusted EBITDA contributors, and based largely on strong demand and the continuity that we're seeing on both of these, we thought it would be very helpful to investors to provide our current expectations for full year 2018 for both DBM and Global. You know the complex nature -- certainly, the complex nature of large-scale DBM and Global projects can cause some variability in their financial results on a quarter-to-quarter basis. We thought that, at the very least, we would provide full year guidance. And the full year guidance for DBM on the EBITDA is $60 million to $65 million, and that's up from our reported $52 million for 2017. And currently expect Global Marine to deliver between $45 million and $50 million for the full year '18. So hopefully, that gives people some comfort as to what we're seeing and how we're seeing it and feel comfortable enough to be able to forecast because the one thing that we don't want to do is to miss. And we feel pretty good about -- we feel pretty confident that we're positioned well, and that we have enough visibility to do this and do this going forward consistently. So our investor base hopefully gets more comfort in the underlying operations of the business. So I probably rambled on too long about certain things, but with that, I will open it up to some Q&A. And again, if you choose not to answer -- or ask any questions now, we're always here, and Andy's always manning the phone. And of course, any one of us in the team will always be glad to chat and help you as much as we possibly can. So with that, thanks for your time. Let's open it up to Q&A.