Philip Falcone
Analyst · B. Riley. Please go ahead
Thank you. And good afternoon, everyone. Thank you for joining us today. As we did last quarter, I'm going to deliver a more high level overview of the quarter and then highlight a specific segment of our overall business to provide deeper insight into our strategy for that specific segment. Our CFO, Mike Sena will then discuss the quarter's financial performance in more detail and then we'll open up the call for your Q&A. First let's take a quick look at our overall performance in a newsworthy and successful second quarter. Core Operating Subsidiaries adjusted EBITDA was $34.8 million, led by continued strong performance from our Construction segment, which generated a 49% year-over-year increase in adjusted EBITDA. Another excellent quarter for our Insurance segment, which generated pre-tax adjusted operating income of $33 million bringing our six month total pre-tax operating income to nearly $62 million and net income for that same period to $64 million. In our Life Sciences segment Pansend's portfolio company R2 Dermatology announced it entered into a strategic partnership agreement with Huadong Medicine, a leading pharmaceutical company in China. Huadong now has exclusive distribution rights to sell R2's products in the Chinese and Asia-Pacific markets. Our Energy segment subsidiary American Natural Gas completed the acquisition of ampCNG adding 20 new compressed nat gas or CNG fueling stations located in the southeast and Texas to its portfolio making it one of the largest owners and operators of CNG stations in the U.S. This acquisition was fully funded at the portfolio company level hence HC2 did not incur any new debt at the holdco level or contribute any cash. The ampCNG stations are highly complementary to ANG's existing station network as there is essentially no overlap. It also positions ANG squarely in the growing Southeastern U.S. As we continue to expand ANG's footprint and grow CNG volumes, we remain very optimistic about the long-term possibilities for value creation as we believe the role CNG will play in the future will grow exponentially with respect to fueling commercial vehicles. Some questions have come up about the future role of the class 8 electric trucks in the space and whether they will put a dent in the CNG business. We think the right answer to that is twofold. One, such electric trucks are still a number of years away for a launch and even further for a rollout. And if anything they will most likely make a dent in the diesel business before anything else. In addition, electric will still need additional infrastructure to be built to support electric vehicle routes. As buses and trucks continue to transition away from environmentally unfriendly diesel gas, the use of CNG for fueling and the emergence of renewable natural gas or RNG as a lower carbon footprint fuel source provide a viable cost-efficient clean emissions alternative to the status quo as electric continues to require significant upfront spend. Let me also take a minute to update you on our liquidity at the holdco level. As I noted on our prior call, given the structure of our business, we pull cash from our operating segments up to our holding company throughout the year. On our last call I noted that for 2019 we expected to receive $60 million to $70 million in total dividends, tax share and management fees from our Construction, Telecommunications and Insurance segments and that is not changed. In the first half of the year we received nearly $33 million of that total. Looking to the back half of the year, thus far in the third quarter we pulled up $2.6 million in net management fees from Continental. We also expect to receive in excess of $9 million from the BeneVir escrow later in the quarter. And as we move through the balance of the year, we expect to reach the liquidity levels we previously shared. And while our $15 million credit facility is fully deployed, we would remind you that our cash needs for holdco expense levels are typically more weighted toward the first half of the year, which should necessitate lower need for capital in the back half of the year. All in remain very comfortable that we will be covered from a liquidity standpoint. On the Broadcasting side, we made significant headway in the quarter toward additional financing for this segment and hope to have some new news on that front in the coming days and weeks on how the final financing package will look. In the meantime the segment improved in the second quarter on a year-over-year basis as the restructuring initiatives we underwent last year had a significant impact. Regarding Global Marine and the ongoing sales process, we continue to pursue multiple paths to maximize value, including the steps we've taken to separate the HMN joint venture from Global Marine. Since the last quarter when we discussed offering potential buyers the option of acquiring Global Marine either with or without HMN, we have experienced a much more robust sales process, having received multiple preliminary bids over the past month from high-quality acquirers including bids for Global Marine as well as separate and distinct bids for the combined Global Marine and HMN JV. This process has attracted significant interest given our willingness to be flexible in how we maximize value and we are working with our long-term partner in HMN to – and try to ensure a satisfactory outcome for all parties. As in prior quarters, we cannot comment further or answer questions at this time given it is still a very active and ongoing process. We've also generated a considerable amount of exciting news in our Pansend Life Sciences segment. In June R2 Dermatology entered into a strategic partnership with Huadong Medicine, a leading pharmaceutical company in China. Under an exclusive distribution agreement, Huadong will distribute R2 products in Greater China and other Pacific countries. In addition, Huadong made a $10 million equity investment in R2 at a post-money valuation of $60 million that will fund the company's next phase product and market development. Huadong has committed to an additional $20 million in future funding and higher valuations upon the achievement of certain milestones. We've invested $27 million in R2, and at this point maintain nearly 58% ownership on a fully diluted basis, even after Huadong's equity investment. And what's key is that while R2's products are positioned to succeed in a marketplace in excess of $20 billion globally, there are other novel potential medical and aesthetic applications and devices that could be created utilizing R2's core patented technology. And just last week, we announced that MediBeacon, our other Pansend portfolio company entered into an exclusive commercial agreement with Huadong granting Huadong exclusive rights to MediBeacon's portfolio of assets in Greater China. Under the agreement, MediBeacon will receive royalty payments on net sales in Greater China and other Asia-Pacific countries. In addition, Huadong will make an initial equity investment of $15 million valuing MediBeacon at a post-money valuation of $315 million. This will fund the company through upcoming FDA pivotal clinical trials and the FDA approval process. Huadong will also make a second equity investment of $15 million at a post-money valuation of $415 million upon MediBeacon achieving U.S. FDA approval for its TGFR measurement system. Having secured new funding with minimal dilution to Pansend's equity, we have derisked the investment and are now positioned to not only complete the clinical trials through the FDA approval process, but also maximize the value of MediBeacon. We believe that once the company receives FDA approval, it will be more valuable than one still in the clinical trial process. Therefore, we are deliberate in our approach, which we believe will add significant value. For those of you new to Huadong Medicine, they're a terrific blue chip partner in China and the broader Asia-Pacific region that is providing us with access to markets that are challenging to enter without a local partner. In China alone, they have already established sales-force of 6,500 sales reps. Further, Huadong has the resources and regional presence to extend the reach of both companies into other key Asia-Pacific markets. This makes them the ideal strategic partner and mitigates the inherent risk and challenges of building a sales-force and operations in Greater China and other Asian countries. Currently Huadong has a significant focus in both the nephrology and aesthetic markets. We believe this will be a tremendous benefit to both R2 and MediBeacon in achieving required local regulatory approvals, commencing the commercialization process and ultimately distributing the products across the broader Asia-Pacific region. We are very excited about these investments, having Huadong as a partner in the Asia-Pacific region and the continued progress David and Cherine have made as we look to maximize value to shareholders. All of that said, delevering the holdco remains our top priority. While global is clearly at the forefront of this process, we continue to evaluate additional paths with our other global portfolio companies. The HCT model works, yet it does require patience and as we show progress in improving our balance sheet, we believe investors will be able to see the value we are creating and the benefits of a diversified portfolio. As we did on our last call with Broadcasting, I want to highlight this quarter and go into greater depth on our Insurance segment. As we've consistently noted, we're always looking for opportunities to enter into markets and industries where we see dislocation and where we believe the right strategy and our expertise can add significant value. One of those markets was in long-term care insurance. For those who may be unfamiliar with long-term care, I will give you a brief overview. Long-term care insurance policies have been commonly targeted for purchase by 50 to 60-year-olds. The purchaser enters into a contract paying a monthly premium, which provides the policyholder with benefits to cover costs associated with nursing homes, assisted living facilities and home health care that they may incur at some point in the future. Policyholders typically become eligible for long-term care benefits if they are unable to perform two or three of the six specific activities of daily living. The length of time policyholders can receive benefits depends on the contract, but usually ranges from a couple of years, which are considered capped contracts to their entire lives uncapped. It provides vital coverage and financial protection for individuals to be cared for as traditional coverage does not cover most long-term care services. And it is important that the policies be serviced properly for the sake of both the policyholders and the insurance. Rising health care costs have created a tremendous amount of uncertainty and has precipitated in the LTC insurance business with little to no reinsurance capability. Hence, no way for underwriters to get the risk off their books. This inability to reinsure not only ties up capital, but also left them at risk of rating downgrades, which of course could potentially result in an increased cost to their other lines of insurance. Because of the complex nature of these policies and the uncertainty around effects on ratings and future increased health care costs, there were very few willing buyers to take them on. As certain insurance carriers with these long-term care portfolios became more willing to sell their blocks have now considered noncore portfolios at steeper discounts, we believe it was an opportune time to get our arms around the industry. We ultimately entered the space in 2015 with the formation of Continental Insurance Group, closing our first acquisition, which was a run-off portfolio of approximately $1.5 billion. The acquisition also included a servicing platform based in Austin, Texas that predominantly focuses on the servicing of long-term care policies, which is the critical part of the business. In building this business, we prioritized industry expertise, bringing both management and actuarial consultants onboard that had experience in the long-term care space, enabling us to ascertain the risks of the various portfolios available in the market. The risks around these portfolios depend on a number of things including, but not limited to, the length of the benefits and what is covered and what is not. In addition, the creative structure that we have in place allows us to limit our corporate potential exposure while ensuring cash flow through management fees servicing the portfolio. Keep in mind these are all run-off books, meaning we are not underwriting new policies, and consequently have no concern around ratings, unlike a traditional insurer. As long-term care became a noncore segment for many insurers over time, more of these portfolios have come to the market creating a unique opportunity to purchase at attractive levels with little capital risk. When identifying and assessing a block, Continental has three top criteria. First, getting comfortable with the level of reserving and how well capitalized the block is. This is critical to Continental's continued financial stability and our combined success. Second, focusing on the structure of the transaction. Long-term care blocks that are separated into their own legal entity are much cleaner to acquire. Third, how are the policy benefits structured and defined. Policy benefits and policy language can have large impacts on actuarial assumptions we model and the ultimate economic outcomes. Continental reviews the history of prior claims adjudication on a block and when necessary reads and understands each policy form prior to concluding any final assessment to ensure actuarial assumptions are not based on improper or unsustainable claims handling. After closing our initial acquisition, the team spent considerable effort and energy continuing to build and improve upon the platform. We streamlined the corporate structure and locked costs and capital efficiencies. While doing this, the team remained committed and disciplined in identifying the next block that would be a match for us. That ultimately led to late 2017, where after extensive due diligence, Continental announced it was acquiring Humana's LTC business, KMG America. We viewed the transaction as a win-win as we were able to provide the seller with the solution for a noncore asset, tripling the size of Continental's portfolio while increasing our surplus capital with very conservative actuarial assumptions. Throughout the process, our platform and our existing expertise was a key attribute to help secure that transaction. We completed the transaction in the third quarter of 2018 and in the first half of 2019 alone, we've already generated nearly $62 million in pre-tax AOI. This was driven in large part from the incremental contribution of the Humana transaction as well as from an increase in net investment income earned from our legacy run-off block and from the benefit of certain claims reserve releases. I would note that while the improvement in AOI has been impressive, we believe that overall growth in total adjusted capital serves as a greater validation of this acquisition and strategy, having grown from nearly $80 million at the time of our initial acquisition to approximately $331 million at the end of the second quarter. As of June 30, we held cash and invested assets of over $4.4 billion. As a reminder, this is a highly regulated industry and the liabilities are ring-fenced. Consequently, holdco does not guarantee the long-term liabilities. We believe we maintain a healthy level of conservatism in our reserving relative to the sector and we will continue to apply the same level of rigor in pursuing future opportunities. As a reminder, the holdco receives net management fees each quarter. And as we continue to acquire and grow the Continental platform, the fee income will continue to rise, providing near-term returns on our investment and ongoing value to HC2 shareholders. We've been very pleased at the value created by Continental in just four years and especially in the first half of this year and we think they're just getting started. Consider this, there are approximately 7 million long-term care insured lives in America. And our share is about 75,000 or 1%. While there are certainly blocks that will not meet our rigorous standards, the opportunity to grow is quite exciting. Insurance is a textbook example of the value inherent in our strategy. We started with a plan on paper. We then evaluated the industry in the competitive landscape and built a great platform business with a fantastic management team. Since that time, the team and business have grown and thrived under the HC2 umbrella. We expect insurance will be a major value creator for HC2 in the years to come, as Continental continues to grow and succeed. To sum up, our results in the quarter show continued strong operating performance, and we remain well-positioned to take advantage of our diverse hybrid portfolio strategy of solid cash-generating businesses such as construction insurance and meaningful value creation at Global Marine, Energy, Broadcasting and Life Sciences. With that, I'll now turn the call over to our CFO, Mike Sena, who will discuss some of our second quarter 2019 financial highlights. Mike?