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•	Part I - Item 1 - Financial Statements

•	Part I - Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

•	Part I - Item 4 - Controls and Procedures

•	Part II - Item 1A - Risk Factors

•	Part II - Item 6 - Exhibits

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•	Identifies the contract(s) with a customer (step 1).

•	Identifies the performance obligations in the contract (step 2).

•	Determines the transaction price (step 3).

•	Allocates the transaction price to the performance obligations in the contract (step 4).

•	Recognizes revenue when (or as) the entity satisfies a performance obligation (step 5).

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(1)	Included in the table above is the remaining goodwill of the US reporting unit of $3.7 million and customer relationships of $0.4 million, applicable to PTI.

•	0.2 million shares issuable upon exercise of stock options and RSUs;

•	0.3 million shares issuable upon exercise of Warrants

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•	1.7 million shares issuable upon exercise of stock options and RSUs; and

•	15.0 million shares issuable upon exercise of Warrants.

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ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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(1)	Table includes revenues from discontinued operations which are subject to currency risk.

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•	any claims, investigations or proceedings arising as a result of the restatement of our previously issued financial results;

•	our ability to remediate the material weaknesses in our internal controls over financial reporting described in Item 4 of this quarterly report on Form 10-Q/A;

•	the outcome of purchase price adjustments related to divested businesses or the possibility of indemnification claims arising out of such divestitures;

•	continuing uncertain global economic conditions in the markets in which our operating segments conduct their businesses;

•	the ability of our operating segments to attract and retain customers;

•	increased competition in the markets in which our operating segments conduct their businesses;

•	our possible inability to generate sufficient liquidity, margins, earnings per share, cash flow and working capital from our operating segments;

•	our expectations regarding the timing, extent and effectiveness of our cost reduction initiatives and management’s ability to moderate or control discretionary spending;

•	management’s plans, goals, forecasts, expectations, guidance, objectives, strategies and timing for future operations, acquisitions, synergies, asset dispositions, fixed asset and goodwill impairment charges, tax and withholding expense, selling, general and administrative expenses, product plans, performance and results;

•	management’s assessment of market factors and competitive developments, including pricing actions and regulatory rulings;

•	limitations on our ability to successfully identify any strategic acquisitions or business opportunities and to compete for these opportunities with others who have greater resources;

•	the impact of additional material charges associated with our oversight of acquired or target businesses and the integration of our financial reporting;

•	the impact of expending significant resources in considering acquisition targets or business opportunities that are not consummated;

•	tax consequences associated with our acquisition, holding and disposition of target companies and assets;

•	our dependence on distributions from our subsidiaries to fund our operations and payments on our obligations;

•	the impact of covenants in the certificate of designation governing HC2’s Preferred Stock, the Credit Agreement governing our Credit Facility and future financing or refinancing agreements, on our ability to operate our business and finance our pursuit of acquisition opportunities;

•	the impact on the holders of HC2’s common stock if we issue additional shares of HC2 common stock or preferred stock;

•	the impact of decisions by HC2’s significant stockholders, whose interest may differ from those of HC2’s other stockholders, or their ceasing to remain significant stockholders;

•	the effect any interests of our officers, directors, stockholders and their respective affiliates may have in certain transactions in which we are involved;

•	our dependence on certain key personnel;

•	our ability to effectively increase the size of our organization, if needed, and manage our growth;

•	the impact of a determination that we are an investment company or personal holding company;

•	the impact of delays or difficulty in satisfying the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 or negative reports concerning our internal controls;

•	the impact of the relatively low market liquidity for HC2’s common stock or the failure of HC2 to subsequently relist its common stock on a national securities exchange;

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•	the impact on our business and financial condition of our substantial indebtedness and the significant additional indebtedness and other financing obligations we may incur;

•	our possible inability to raise additional capital when needed or refinance our existing debt, on attractive terms, or at all; and

•	our possible inability to hire and retain qualified executive management, sales, technical and other personnel.

•	its ability to realize cost savings from expected performance of contracts, whether as a result of improper estimates, performance, or otherwise;

•	uncertain timing and funding of new contract awards, as well as project cancellations;

•	cost overruns on fixed-price or similar contracts or failure to receive timely or proper payments on cost-reimbursable contracts, whether as a result of improper estimates, performance, disputes, or otherwise;

•	risks associated with labor productivity, including performance of subcontractors that Schuff hires to complete projects;

•	its ability to settle or negotiate unapproved change orders and claims;

•	changes in the costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors;

•	adverse impacts from weather affecting Schuff’s performance and timeliness of completion of projects, which could lead to increased costs and affect the quality, costs or availability of, or delivery schedule for, equipment, components, materials, labor or subcontractors;

•	fluctuating revenue resulting from a number of factors, including the cyclical nature of the individual markets in which our customers operate;

•	adverse outcomes of pending claims or litigation or the possibility of new claims or litigation, and the potential effect of such claims or litigation on Schuff’s business, financial condition, results of operations or cash flow; and

•	lack of necessary liquidity to provide bid, performance, advance payment and retention bonds, guarantees, or letters of credit securing Schuff’s obligations under bids and contracts or to finance expenditures prior to the receipt of payment for the performance of contracts.

•	our expectations regarding increased competition, pricing pressures and usage patterns with respect to ICS’s product offerings;

•	significant changes in ICS’s competitive environment, including as a result of industry consolidation, and the effect of competition in its markets, including pricing policies;

•	its compliance with complex laws and regulations in the U.S. and internationally; and

•	further changes in the telecommunications industry, including rapid technological, regulatory and pricing changes in its principal markets.

•	its ability to develop and commercialize new products;

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•	the timing and anticipated outcome of clinical studies and other procedures required to obtain approval of any developed products;

•	the ultimate marketability of products currently being developed, including as a result of rapid technological advancement in the industry in which Genovel operates;

•	changes to the regulatory environment for Genovel’s products, including any increased expenditures as a result of national health care reform or other increased government regulation of Genovel’s industry; and

•	its success in achieving timely approval or clearance of its products with domestic and foreign regulatory entities.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.	CONTROLS AND PROCEDURES

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•	a change in the nature and complexity of our business, which included several significant acquisitions;

•	insufficient complement of personnel to address certain complex and/or non-routine accounting matters; and

•	inadequate management review controls to ensure the completeness and accuracy of data used in the income tax provision, valuation of acquired businesses, and Consolidated Statements of Cash Flows.

•	the appointment of a new Chief Financial Officer;

•	hiring of additional certified public accountants, including a Controller;

•	engagement of external advisors to supplement the staff charged with compiling and filing our U.S. GAAP results;

•	implementation of organizational structure changes that better integrate the tax accounting and finance functions;

•	enhancement of our processes and procedures for determining, documenting and calculating our income tax provision;

•	increasing the level of certain tax review activities throughout the year and during the financial statement close process; and

•	enhancing the procedures and documentation requirements, including related training, surrounding the evaluation and recording of complex and/or non-routine transactions, such as business combinations.

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ITEM 1.	LEGAL PROCEEDINGS

ITEM 1A.	RISK FACTORS

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•	costs incurred in connection with modifications to a contract that may be unapproved by the customer as to scope, schedule, and/or price;

•	unanticipated costs or claims, including costs for project modifications, customer-caused delays, errors or changes in specifications or designs, or contract termination;

•	unanticipated technical problems with the structures, equipment or systems we supply;

•	failure to properly estimate costs of materials, including steel and steel components, engineering services, equipment, labor or subcontractors;

•	changes in the costs of materials, engineering services, equipment, labor or subcontractors;

•	changes in labor conditions, including the availability and productivity of labor;

•	productivity and other delays caused by weather conditions;

•	failure to engage necessary suppliers or subcontractors, or failure of such suppliers or subcontractors to perform;

•	difficulties in obtaining required governmental permits or approvals;

•	changes in laws and regulations; and

•	changes in general economic conditions.

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•	its ability to identify and develop relationships with qualified suppliers;

•	the terms and conditions upon which it purchases products from its suppliers, including applicable exchange rates, transport costs and other costs, its suppliers’ willingness to extend credit to it to finance its inventory purchases and other factors beyond its control;

•	financial condition of its suppliers;

•	political instability in the countries in which its suppliers are located;

•	its ability to import outsourced products;

•	its suppliers’ noncompliance with applicable laws, trade restrictions and tariffs;

•	its inability to find replacement suppliers in the event of a deterioration of the relationship with current suppliers; or

•	its suppliers’ ability to manufacture and deliver outsourced products according to its standards of quality on a timely and efficient basis.

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•	a decrease in expected levels of infrastructure spending;

•	a lack of availability of credit;

•	an increase in the cost of construction materials;

•	an increase in interest rates;

•	adverse weather conditions, which may temporarily affect a particular region;

•	decreased levels of consumer spending; or

•	terrorism or hostilities involving the United States.

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•	an inability to attract and build an effective marketing or sales force;

•	bearing the substantial cost of establishing, training and providing regulatory oversight for a marketing or sales force;

•	encountering significant legal and regulatory risks in medical device marketing and sales; and

•	failure to comply with applicable legal and regulatory requirements for sales, marketing and distribution, which could result in an enforcement action by the FDA or other authorities that could jeopardize Genovel’s ability to market its technology or subject it to substantial liability.

•	the time and resources required to develop, conduct clinical studies and obtain reimbursement and regulatory approvals for the products it develops;

•	the expenses it incurs for the research and development required to maintain and improve its technology;

•	the costs of preparing, filing, prosecuting, defending and enforcing patent claims and other patent related costs, including litigation costs and the results of such litigation;

•	the expenses it incurs in connection with commercialization activities, including marketing, sales and distribution;

•	its sales strategy and whether the revenues from sales of its products will be sufficient to offset expenses; and

•	the costs to attract and retain personnel with the skills required for effective operations.

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•	financial resources;

•	product performance and design;

•	product safety;

•	acceptance of its products in the marketplace;

•	sales, marketing and distribution capabilities;

•	manufacturing and assembly costs;

•	pricing of its products as compared to that of its competitors;

•	the availability of reimbursement from government and private health insurers;

•	success and timing of new product development and introductions;

•	obtaining necessary regulatory approvals; and

•	intellectual property protection.

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•	take a significant period of time;

•	require the expenditure of substantial resources;

•	involve rigorous pre-clinical and clinical testing;

•	require changes to the product;

•	require numerous submissions to the FDA; and

•	result in failure to support approval of the product or limitations on the indicated uses of the product.

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•	the perceived effectiveness and price of the product;

•	the prevalence and severity of any side effects;

•	potential advantages over alternative treatments;

•	the strength of marketing and distribution support; and

•	sufficient third-party coverage or reimbursement.

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•	stop clinical studies or delay or abandon commercialization of its technology;

•	attempt to obtain a license to sell or use the relevant technology or substitute technology, which license may not be available on reasonable terms or at all; or

•	redesign its technology.

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•	incur additional indebtedness;

•	create, incur, assume or permit to exist any liens;

•	enter into sale and leaseback transactions;

•	make investments, loans and advancements; merge or consolidate with, or dispose of all or substantially all assets to, a third party;

•	sell assets;

•	make acquisitions;

•	pay dividends;

•	enter into transactions with affiliates;

•	prepay other indebtedness; and

•	issue capital stock.

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•	make it difficult for us to satisfy our obligations with respect to our outstanding and other future debt obligations;

•	increase our vulnerability to general adverse economic conditions or a downturn in the industries in which we operate;

•	impair our ability to obtain additional financing in the future for working capital, investments, acquisitions and other general corporate purposes;

•	require us to dedicate a substantial portion of our cash flows to the payment to our financing sources, thereby reducing the availability of our cash flows to fund working capital, investments, acquisitions and other general corporate purposes; and

•	place us at a disadvantage compared to our competitors.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

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ITEM 4.	MINE SAFETY DISCLOSURES

ITEM 5.	OTHER INFORMATION

ITEM 6.	EXHIBITS

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*

These certifications are being “furnished” and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

**

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.