Annual report pursuant to Section 13 and 15(d)

OPERATING SEGMENTS

v3.22.1
OPERATING SEGMENTS
12 Months Ended
Dec. 31, 2021
Segment Reporting [Abstract]  
OPERATING SEGMENTS

12. OPERATING SEGMENTS

We currently operate and manage our business thorough two operating divisions (“Fabrication & Services” and “Shipyard”) and one non-operating division (“Corporate”), which represented our reportable segments. Our two operating divisions and Corporate Division are discussed below:  

Fabrication & Services Division  Our Fabrication & Services (“F&S”) Division fabricates modules, skids and piping systems for onshore refining, petrochemical, LNG and industrial facilities and offshore facilities; fabricates foundations, secondary steel components and support structures for alternative energy developments and coastal mooring facilities; fabricates offshore production platforms and associated structures, including jacket foundations, piles and topsides for fixed production and utility platforms, as well as hulls and topsides for floating production and utility platforms; fabricates other complex steel structures and components; provides services on offshore platforms, including maintenance, repair, construction, and other services required to connect production equipment and service modules and equipment; provides on-site construction and maintenance services on inland platforms and structures and industrial facilities; provides project management and commissioning services; and performs municipal and drainage projects, including pump stations, levee reinforcement, bulkheads and other public works. On December 1, 2021, we completed the DSS Acquisition, which expanded our F&S Division’s customer base and enhanced our services offerings to include scaffolding, coatings, industrial staffing and other specialty services. Our F&S Division fabrication activities are performed at our F&S Facility and our services activities are managed from our F&S Facilities and generally performed at customer onshore locations and offshore platforms. See Note 4 for further discussion of the DSS Acquisition.


 

Shipyard Division Our Shipyard Division previously fabricated newbuild marine vessels and provided marine repair and maintenance services. The activities were performed at our Shipyard Facility. However, on April 19, 2021, we completed the Shipyard Transaction, which included the Divested Shipyard Contracts and our Shipyard Facility. We determined the assets, liabilities and operations associated with the Shipyard Transaction and certain previously closed facilities to be discontinued operations. The assets, liabilities and operating results attributable to the Retained Shipyard Contracts and remaining assets and liabilities of our Shipyard Division operations that were excluded from the Shipyard Transaction, and are not associated with the previously closed facilities, represent our Shipyard operating segment and are classified as continuing operations on our Balance Sheet and Statement of Operations. The Active Retained Shipyard Contracts are being completed at our F&S Facility and we intend to wind down our Shipyard Division operations by the third quarter 2022. See Note 3 for further discussion of the Shipyard Transaction and our discontinued operations.

Corporate Division Our Corporate Division includes costs that do not directly relate to our two operating divisions. Such costs include, but are not limited to, costs of maintaining our corporate office, executive management salaries and incentives, board of directors' fees, certain insurance costs and costs associated with overall corporate governance and being a publicly traded company. Costs incurred by our Corporate Division on behalf of our operating divisions are allocated to the operating divisions. Such costs include, but are not limited to, human resources, insurance, information technology and accounting.

Other As discussed in Note 1, we have made adjustments to our previously issued 2020 Financial Statements to correct prior period immaterial errors.  In connection therewith, we have made adjustments to our previously reported segment results for 2020. In addition, as a result of the Shipyard Transaction and classification of certain Shipyard Division operations as discontinued operations, certain allocations that were previously reflected within our Shipyard Division have been reclassified to our Corporate Division and Fabrication & Services Division for 2020, and legal costs associated with our MPSV dispute that were previously reflected within our Corporate Division have been reclassified to our Shipyard Division for 2020. See Note 1 for further discussion of the error corrections, Note 3 for further discussion of the Shipyard Transaction and our discontinued operations, and Note 10 for further discussion of our MPSV dispute. A summary of the adjustments to correct the immaterial errors and reclassifications to our previously reported segment results for 2020, is as follows (in thousands):

 

 

 

Year Ended December 31, 2020

 

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Total

 

Gross profit (loss), as reported (1)

 

$

1,523

 

 

$

(19,274

)

 

$

 

 

$

(17,751

)

Corrections

 

 

107

 

 

 

135

 

 

 

 

 

 

242

 

Gross profit (loss), as adjusted prior to recast

 

 

1,630

 

 

 

(19,139

)

 

 

 

 

 

(17,509

)

Recast for discontinued operations (2)

 

 

 

 

 

9,642

 

 

 

 

 

 

9,642

 

Changes in expense allocations

 

 

(76

)

 

 

284

 

 

 

(208

)

 

 

 

Gross profit (loss) from continuing operations, as adjusted

 

$

1,554

 

 

$

(9,213

)

 

$

(208

)

 

$

(7,867

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss), as reported (1)

 

$

5,893

 

 

$

(24,343

)

 

$

(8,709

)

 

$

(27,159

)

Corrections

 

 

111

 

 

 

140

 

 

 

(302

)

 

 

(51

)

Operating income (loss), as adjusted prior to recast

 

 

6,004

 

 

 

(24,203

)

 

 

(9,011

)

 

 

(27,210

)

Recast for discontinued operations (2)

 

 

 

 

 

13,307

 

 

 

 

 

 

13,307

 

Changes in expense allocations

 

 

(350

)

 

 

834

 

 

 

(484

)

 

 

 

Reclassification of legal expenses

 

 

 

 

 

(1,039

)

 

 

1,039

 

 

 

 

Operating income (loss) from continuing operations, as adjusted

 

$

5,654

 

 

$

(11,101

)

 

$

(8,456

)

 

$

(13,903

)

 

 

(1)

Represents amounts as reported in our previously issued 2020 Financial Statements which do not reflect discontinued operations presentation.

 

(2)

Reflects adjustments to recast previously issued 2020 Financial Statement amounts on a discontinued operations basis.

 


 

Segment Results We generally evaluate the performance of, and allocate resources to, our divisions based upon gross profit or loss and operating income or loss. Segment assets are comprised of all assets attributable to each division. Intersegment revenues are priced at the estimated fair value of work performed. Summarized financial information for our segments as of and for the two-year period ended December 31, 2021, is as follows (in thousands):

 

 

 

Year Ended December 31, 2021

 

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Total

 

Revenue (eliminations)

 

$

81,083

 

 

$

12,878

 

 

$

(509

)

 

$

93,452

 

Gross profit (loss) (1)

 

 

6,189

 

 

 

(4,242

)

 

 

(283

)

 

 

1,664

 

Operating income (loss) (1)

 

 

261

 

 

 

(5,769

)

 

 

(7,976

)

 

 

(13,484

)

Depreciation and amortization expense

 

 

4,001

 

 

 

 

 

 

319

 

 

 

4,320

 

Capital expenditures

 

 

1,141

 

 

 

 

 

 

 

 

 

1,141

 

Total assets (3)

 

 

59,023

 

 

 

16,222

 

 

 

60,028

 

 

 

135,273

 

 

 

 

Year Ended December 31, 2020

 

 

 

F&S

 

 

Shipyard

 

 

Corporate

 

 

Total

 

Revenue (eliminations)

 

$

99,485

 

 

$

20,468

 

 

$

(2,224

)

 

$

117,729

 

Gross profit (loss) (2)

 

 

1,554

 

 

 

(9,213

)

 

 

(208

)

 

 

(7,867

)

Operating income (loss) (2)

 

 

5,654

 

 

 

(11,101

)

 

 

(8,456

)

 

 

(13,903

)

Depreciation and amortization expense

 

 

4,928

 

 

 

 

 

 

302

 

 

 

5,230

 

Capital expenditures

 

 

2,067

 

 

 

 

 

 

191

 

 

 

2,258

 

Total assets (3)

 

 

54,174

 

 

 

17,499

 

 

 

59,780

 

 

 

131,453

 

 

 

(1)

Gross profit (loss) and operating income (loss) for 2021 includes project improvements of $3.3 million for our F&S Division and project charges of $3.8 million for our Shipyard Division. Operating income (loss) also includes charges of $3.2 million and $0.6 million associated with damage caused by Hurricane Ida for our F&S Division and Shipyard Division, respectively, acquisition costs of $0.5 million associated with the DSS Acquisition for our F&S Division, and the under-recovery of overhead costs for our F&S Division. See Note 2 for further discussion of our project and hurricane impacts and Note 4 for further discussion of the DSS Acquisition.

 

(2)

Gross profit (loss) and operating income (loss) for 2020 includes project improvements of $2.7 million for our F&S Division and project charges of $8.3 million for our Shipyard Division. Operating income (loss) also includes impairment charges and losses on the sale of assets held for sale of $2.5 million for our F&S Division, charges of $0.8 million associated with damage caused by Hurricane Laura for our Shipyard Division, and a gain of $10.0 million associated with the settlement of a contract dispute for our F&S Division. See Note 2 for further discussion of our project and hurricane impacts and Note 5 for further discussion of our impairments.

 

(3)

Cash and short-term investments are reported within our Corporate Division.