Annual report pursuant to Section 13 and 15(d)

ASSETS HELD FOR SALE

v3.10.0.1
ASSETS HELD FOR SALE
 12 Months Ended
Dec. 31, 2018
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract]  
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE
A summary of our assets held for sale at December 31, 2018, is as follows (in thousands):
 
 
 
 
 
 
 
 
Assets
 
 
Fabrication Division
 
Shipyard Division
 
Total
Machinery and equipment
 
 
$
25,882

 
$
1,222

 
$
27,104

Accumulated depreciation
 
 
(7,871
)
 
(298
)
 
(8,169
)
Total assets held for sale
 
 
$
18,011

 
$
924

 
$
18,935



South Texas Properties and Fabrication Division Assets Held for Sale

South Texas Properties - During the first quarter 2017, we classified our fabrication yards and certain associated equipment in Ingleside, Texas ("Texas South Yard") and Aransas Pass, Texas ("Texas North Yard") (collectively, "South Texas Properties") as held for sale. During 2018, we completed the sale of portions of the South Texas Properties, which consisted of the following:

•
The sale of certain equipment prior to the sale of the Texas South Yard and Texas North Yard for proceeds of $1.3 million, and a loss of approximately $0.3 million.
•
The sale of our Texas South Yard during the second quarter 2018 for $55.0 million, less selling costs of $1.2 million, for total net proceeds received during 2018 of $53.8 million and a gain of $3.9 million.
•
The sale of our Texas North Yard during the fourth quarter 2018 for $28.0 million, less selling costs of $0.6 million, for total net proceeds of $27.4 million during 2018 and a gain of $4.1 million. Remaining equipment from the Texas North Yard totaling $18.8 million was not included in the Texas North Yard sale, of which $0.8 million was placed back in use and reclassified to property, plant and equipment, net and $18.0 million continues to be held for sale ("Fabrication AHFS") at December 31, 2018. The Fabrication AHFS primarily consist of three 660-ton crawler cranes, a deck barge, two plate bending roll machines and panel line equipment, which were relocated to our fabrication yard in Houma, Louisiana. See "Impairments" section below for further discussion of the determination of the carrying value of the Fabrication AHFS.

The gains and loss above resulted in a net gain of $7.7 million for 2018, and are included within asset impairments and (gain) loss on assets held for sale, net on our Statement of Operations. In addition to the above, during 2018 and 2017, additional activity occurred with respect the South Texas Properties prior to, or in connection with, their sale, which is summarized below.

Hurricane Harvey Insurance Recoveries - During the third quarter 2017, buildings and equipment located at our South Texas Properties were damaged by Hurricane Harvey, and in connection therewith, during 2017 we received $6.0 million of insurance proceeds as an initial payment from our insurance carriers. We allocated the insurance recoveries as follows:

•
$1.3 million, which offset clean-up and repair related costs incurred directly related to the damage we incurred as a result of Hurricane Harvey, resulting in no net gain or loss;
•
$1.5 million, which offset impairments of two buildings which were determined to be a total loss as a result of Hurricane Harvey, resulting in no net gain or loss; and
•
$3.2 million, which was related to estimated future repairs associated with Hurricane Harvey and was included in accrued expenses and other liabilities on our Balance Sheet at December 31, 2017.

During the second quarter 2018, we agreed to a global settlement with our insurance carriers for total insurance payments of $15.4 million (inclusive of the $6.0 million received during 2017), of which $9.4 million was received during 2018. In applying the settlement proceeds (which were inclusive of agreed upon deductibles), we allocated the additional recoveries and the liability accrued at December 31, 2017, as follows:

•
$9.0 million, which offset impairments of property and equipment, primarily at our Texas North Yard, resulting in no net gain or loss. Our evaluation considered the Texas North Yard as a single asset group given the sale of our Texas South Yard had been completed. The impairments were based upon our best estimate of the decline in fair value of the asset group as a result of Hurricane Harvey; and
•
$3.6 million gain, which is included within asset impairments and (gain) loss on assets held for sale, net on our Statement of Operations.
Impairments - In addition to the impairments recorded in connection with our evaluation of the Hurricane Harvey impacts to the South Texas Properties, which were offset by insurance recoveries, during 2018 we recorded impairments of $1.4 million for certain equipment previously associated with the South Texas Properties prior to their sale but not sold through either the Texas South Yard or Texas North Yard transactions. The impairments are included within asset impairments and (gain) loss on assets held for sale, net on our Statement of Operations. Our impairments were based upon our best estimate of the fair value of the related equipment.
Further, in connection with the sale of our Texas North Yard discussed above, and the separation of the assets sold from the Fabrication AHFS, we reevaluated the fair values of the Texas North Yard assets and the Fabrication AHFS, giving consideration to impairment amounts previously recorded in connection with the allocation of our insurance proceeds associated with Hurricane Harvey. Based on our assessment, during the third quarter 2018 we recaptured previously recorded impairments of the Texas North Yard assets and increased their carrying value.  We also reduced the carrying value of the Fabrication AHFS based upon our estimates of fair value using level 3 inputs, including broker estimates of fair value. Our assessment resulted in the recapture of approximately $5.2 million of previously recorded impairments on the Texas North Yard assets, with a similar amount of impairment on the Fabrication AHFS, with no material net impact to our Statement of Operations. The aforementioned net gain on the sale of the Texas North Yard during the fourth quarter 2018 is based on its adjusted carrying value after the recapture of the previously recorded impairments.

Other - We do not believe the sale of our South Texas Properties will impact our ability to operate our Fabrication Division. Further, the sale of our South Texas Properties do not qualify for discontinued operations presentation as we continue to operate our Fabrication Division at our fabrication yard in Houma, Louisiana.

Shipyard Division Assets Held for Sale

During 2017, we recorded impairments of $1.0 million associated with three drydocks within our Shipyard Division. Two of the drydocks were sold during 2017 for proceeds of $2.0 million and a loss of $0.3 million, and the remaining drydock was classified as held for sale at December 31, 2017 ("Shipyard AHFS"). During 2018, we recorded an additional impairment of $1.0 million for the Shipyard AHFS based on our best estimate of the fair value of the asset, and at December 31, 2018 our Shipyard AHFS totaled $0.9 million. The impairments and loss are included within asset impairments and (gain) loss on assets held for sale, net on our Statement of Operations. The Shipyard AHFS do not qualify for discontinued operations presentation.