Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | HC2 Holdings, Inc. | |
Entity Central Index Key | 1,006,837 | |
Current Fiscal Year End Date | --12-31 | |
Entity Emerging Growth Company | false | |
Entity Smaller Reporting Company | false | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 44,774,936 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Life, accident and health earned premiums, net | 25,372 | 20,472 | 65,317 | 60,648 |
Net investment income | 31,710 | 16,287 | 68,776 | 48,530 |
Net realized and unrealized gains (losses) on investments | (496) | 978 | 2,447 | 2,854 |
Net revenue | 501,356 | 406,409 | 1,451,825 | 1,175,629 |
Operating expenses | ||||
Cost of revenue | 402,922 | 324,673 | 1,179,205 | 947,751 |
Policy benefits, changes in reserves, and commissions | 66,450 | 17,393 | 134,124 | 79,323 |
Selling, general and administrative | 50,899 | 45,356 | 160,042 | 126,919 |
Depreciation and amortization | 6,256 | 7,896 | 24,969 | 22,588 |
Other operating (income) expense, net | (819) | 526 | (2,886) | (1,294) |
Total operating expenses | 525,708 | 395,844 | 1,495,454 | 1,175,287 |
(Loss) income from operations | (24,352) | 10,565 | (43,629) | 342 |
Interest expense | (17,456) | (13,222) | (53,962) | (39,410) |
Gain on sale and deconsolidation of subsidiary | 2,965 | 0 | 105,106 | 0 |
Gain on contingent consideration | 0 | 6,320 | 0 | 6,001 |
Income from equity investees | 8,134 | 971 | 13,655 | 12,667 |
Gain on bargain purchase | 109,112 | 0 | 109,112 | 0 |
Other income (expenses), net | 63,908 | (97) | 64,032 | (8,112) |
Income (loss) from continuing operations before income taxes | 142,311 | 4,537 | 194,314 | (28,512) |
Income tax benefit (expense) | 9,230 | (12,861) | (1,863) | (16,167) |
Net income (loss) | 151,541 | (8,324) | 192,451 | (44,679) |
Less: Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest | 1,925 | 2,357 | (18,615) | 6,305 |
Net income (loss) attributable to HC2 Holdings, Inc. | 153,466 | (5,967) | 173,836 | (38,374) |
Less: Preferred stock and deemed dividends from conversions | 703 | 703 | 2,109 | 2,079 |
Net income (loss) attributable to common stock and participating preferred stockholders | $ 152,763 | $ (6,670) | $ 171,727 | $ (40,453) |
Income (loss) per common share | ||||
Basic (in usd per share) | $ 3.09 | $ (0.16) | $ 3.48 | $ (0.95) |
Diluted (in usd per share) | $ 2.97 | $ (0.16) | $ 3.38 | $ (0.95) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 44,326 | 43,013 | 44,175 | 42,555 |
Diluted (in shares) | 46,217 | 43,013 | 45,575 | 42,555 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 151,541 | $ (8,324) | $ 192,451 | $ (44,679) |
Other comprehensive income (loss) | ||||
Foreign currency translation adjustment | (2,028) | 548 | (3,728) | 3,897 |
Unrealized gain (loss) on available-for-sale securities | (22,712) | 16,158 | (74,305) | 47,134 |
Other comprehensive income (loss) | (24,740) | 16,706 | (78,033) | 51,031 |
Comprehensive income | 126,801 | 8,382 | 114,418 | 6,352 |
Comprehensive (income) loss attributable to noncontrolling interests and redeemable noncontrolling interests | 2,588 | 2,357 | (17,644) | 6,305 |
Comprehensive income attributable to HC2 Holdings, Inc. | $ 129,389 | $ 10,739 | $ 96,774 | $ 12,657 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Investments: | ||
Fixed maturity securities, available-for-sale at fair value | $ 2,985,443 | $ 1,340,626 |
Equity securities | 217,153 | 47,500 |
Mortgage loans | 87,308 | 52,109 |
Policy loans | 20,324 | 17,944 |
Other invested assets | 70,965 | 85,419 |
Total investments | 3,381,193 | 1,543,598 |
Cash and cash equivalents | 831,634 | 97,885 |
Accounts receivable, net | 350,864 | 322,446 |
Recoverable from reinsurers | 1,305,038 | 526,337 |
Deferred tax asset | 1,028 | 1,661 |
Property, plant and equipment, net | 369,771 | 374,660 |
Goodwill | 127,051 | 131,741 |
Intangibles, net | 151,051 | 117,105 |
Other assets | 212,367 | 102,258 |
Total assets | 6,729,997 | 3,217,691 |
Liabilities, temporary equity and stockholders’ equity | ||
Life, accident and health reserves | 4,707,400 | 1,693,961 |
Annuity reserves | 247,544 | 243,156 |
Value of business acquired | 249,979 | 42,969 |
Accounts payable and other current liabilities | 353,216 | 347,492 |
Deferred tax liability | 33,876 | 10,740 |
Debt obligations | 702,220 | 593,172 |
Other liabilities | 108,076 | 70,174 |
Total liabilities | 6,402,311 | 3,001,664 |
Commitments and contingencies | ||
Temporary equity | ||
Preferred stock | 26,340 | 26,296 |
Redeemable noncontrolling interest | 8,839 | 1,609 |
Total temporary equity | 35,179 | 27,905 |
Stockholders’ equity | ||
Common stock, $.001 par value;80,000,000 shares authorized; 45,188,169 and 44,570,004 shares issued and 44,743,273 and 44,190,826 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 45 | 44 |
Additional paid-in capital | 263,887 | 254,685 |
Treasury stock, at cost: 444,896 and 379,178 shares at September 30, 2018 and December 31, 2017, respectively | (2,434) | (2,057) |
Accumulated deficit | (43,682) | (221,189) |
Accumulated other comprehensive income (loss) | (33,253) | 41,688 |
Total HC2 Holdings, Inc. stockholders’ equity | 184,563 | 73,171 |
Noncontrolling interest | 107,944 | 114,951 |
Total stockholders’ equity | 292,507 | 188,122 |
Total liabilities, temporary equity and stockholders’ equity | $ 6,729,997 | $ 3,217,691 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock (in shares) | 80,000,000 | 80,000,000 |
Common stock, shares issued (in shares) | 45,188,169 | 44,570,004 |
Common stock, shares outstanding (in shares) | 44,743,273 | 44,190,826 |
Treasury stock (in shares) | 444,896 | 379,178 |
Condensed Consolidated Statem_3
Condensed Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total HC2 Stockholders' Equity | Non-controlling Interest | Temporary Equity | |
Beginning balance (in shares) at Dec. 31, 2016 | 41,811,000 | |||||||||
Beginning balance at Dec. 31, 2016 | $ 67,439 | $ 42 | $ 241,485 | $ (1,387) | $ (174,278) | $ (21,647) | $ 44,215 | $ 23,224 | $ 31,985 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 5,630 | 5,630 | 5,630 | |||||||
Dividend paid to noncontrolling interests | (378) | (378) | ||||||||
Fair value adjustment of redeemable noncontrolling interest | (673) | (673) | (673) | 673 | ||||||
Exercise of stock options (in shares) | 135,000 | |||||||||
Exercise of stock options | 486 | 486 | 486 | |||||||
Taxes paid in lieu of shares issued for share-based compensation (in shares) | (107,000) | |||||||||
Taxes paid in lieu of shares issued for share-based compensation | (594) | (594) | (594) | |||||||
Preferred stock dividend | (1,562) | (1,562) | (1,562) | |||||||
Amortization of issuance costs and beneficial conversion feature | (50) | (50) | (50) | 50 | ||||||
Issuance of common stock (in shares) | 374,000 | |||||||||
Issuance of common stock | 81 | 81 | 81 | |||||||
Conversion of preferred stock to common stock (in shares) | 803,000 | |||||||||
Conversion of preferred stock to common stock | 2,839 | $ 1 | 2,838 | 2,839 | (3,228) | |||||
Transactions with noncontrolling interests | 0 | 665 | ||||||||
Net income (loss) | (42,341) | (38,374) | (38,374) | (3,967) | ||||||
Net loss | (44,679) | (2,338) | ||||||||
Other comprehensive income (loss) | 51,031 | 51,031 | 51,031 | |||||||
Ending balance (in shares) at Sep. 30, 2017 | 43,016,000 | |||||||||
Ending balance at Sep. 30, 2017 | 81,908 | $ 43 | 248,235 | (1,981) | (212,652) | 29,384 | 63,029 | 18,879 | 27,807 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative effect of accounting adjustment | Accounting Standards Update 2014-09 | [1] | 667 | 376 | 376 | 291 | |||||
Cumulative effect of accounting adjustment | Accounting Standards Update 2016-01 | [1] | 1,635 | 3,295 | (1,660) | 1,635 | |||||
Beginning balance (in shares) at Dec. 31, 2017 | 44,190,000 | |||||||||
Beginning balance at Dec. 31, 2017 | 188,122 | $ 44 | 254,685 | (2,057) | (221,189) | 41,688 | 73,171 | 114,951 | 27,905 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 10,887 | 10,887 | 10,887 | |||||||
Fair value adjustment of redeemable noncontrolling interest | $ (2,748) | (2,748) | (2,748) | 2,748 | ||||||
Exercise of stock options (in shares) | 274,037 | 117,000 | ||||||||
Exercise of stock options | $ 238 | 238 | 238 | |||||||
Taxes paid in lieu of shares issued for share-based compensation (in shares) | (65,000) | |||||||||
Taxes paid in lieu of shares issued for share-based compensation | (377) | (377) | (377) | |||||||
Preferred stock dividend | (1,500) | (1,500) | (1,500) | |||||||
Amortization of issuance costs and beneficial conversion feature | (45) | (45) | (45) | 45 | ||||||
Issuance of common stock (in shares) | 502,000 | |||||||||
Issuance of common stock | 1 | $ 1 | 1 | |||||||
Transactions with noncontrolling interests | (20,512) | 2,370 | 3,781 | 6,151 | (26,663) | 6,202 | ||||
Net income (loss) | 193,330 | 173,836 | 173,836 | 19,494 | ||||||
Net loss | 192,451 | (879) | ||||||||
Other comprehensive income | (77,191) | (77,062) | (77,062) | (129) | (842) | |||||
Other comprehensive income (loss) | (78,033) | |||||||||
Ending balance (in shares) at Sep. 30, 2018 | 44,744,000 | |||||||||
Ending balance at Sep. 30, 2018 | $ 292,507 | $ 45 | $ 263,887 | $ (2,434) | $ (43,682) | $ (33,253) | $ 184,563 | $ 107,944 | $ 35,179 | |
[1] | See Note 2 for further information about adjustments resulting from the Company’s adoption of new accounting standards in 2018. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ 192,451 | $ (44,679) |
Adjustments to reconcile net income (loss) to cash provided by operating activities: | ||
Provision for doubtful accounts receivable | 1,129 | 108 |
Share-based compensation expense | 8,106 | 4,006 |
Depreciation and amortization | 30,040 | 26,423 |
Amortization of deferred financing costs and debt discount | 5,602 | 4,203 |
Amortization of (discount) premium on investments | 4,354 | 6,126 |
Gain on sale or disposal of assets | (3,267) | (3,368) |
Gain on sale and deconsolidation of subsidiary | (105,106) | 0 |
Gain on bargain purchase | (109,112) | 0 |
Asset impairment expense | 381 | 1,810 |
Income from equity investees | (13,655) | (12,667) |
Impairment of investments | 623 | 6,112 |
Net realized and unrealized gains on investments | (49,130) | (2,881) |
Gain on contingent consideration | 0 | (6,001) |
Receipt of dividends from equity investees | 11,380 | 917 |
Annuity benefits | 6,282 | 6,519 |
Loss on early extinguishment of debt | 2,537 | 0 |
Other operating activities | (613) | 2,727 |
Changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | (28,689) | 2,725 |
Recoverable from reinsurers | 122,327 | (6,478) |
Other assets | (52,122) | (27,274) |
Life, accident and health reserves | 82,036 | 34,841 |
Accounts payable and other current liabilities | 9,674 | 45,650 |
Other liabilities | 21,437 | (1,561) |
Cash provided by operating activities: | 136,665 | 37,258 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (32,290) | (25,324) |
Disposal of property, plant and equipment | 4,878 | 1,610 |
Purchase of investments | (515,600) | (231,881) |
Sale of investments | 192,306 | 101,080 |
Maturities and redemptions of investments | 56,532 | 100,691 |
Purchase of equity method investments | (751) | (11,390) |
Cash received from dispositions, net | 92,039 | 0 |
Cash received from acquisitions, net | 729,111 | 0 |
Other investing activities | (812) | (1,748) |
Cash provided by (used in) investing activities: | 525,413 | (66,962) |
Cash flows from financing activities: | ||
Proceeds from debt obligations | 266,660 | 108,469 |
Principal payments on debt obligations | (163,748) | (48,146) |
Annuity receipts | 1,815 | 2,190 |
Annuity surrenders | (14,881) | (14,764) |
Transactions with noncontrolling interest | (11,821) | 665 |
Payment of dividends | (1,500) | (2,763) |
Other financing activities | (835) | (230) |
Cash provided by financing activities: | 75,690 | 45,421 |
Effects of exchange rate changes on cash and cash equivalents | (442) | (149) |
Net change in cash and cash equivalents and restricted cash | 737,326 | 15,568 |
Cash and cash equivalents and restricted cash, beginning of period | 98,853 | 115,869 |
Cash and cash equivalents and restricted cash, end of period | 836,179 | 131,437 |
Supplemental cash flow information: | ||
Cash paid for interest | 36,232 | 24,601 |
Cash paid for taxes | 13,259 | 11,113 |
Non-cash investing and financing activities: | ||
Property, plant and equipment included in accounts payable | 2,627 | 547 |
Investments included in accounts payable | 35,029 | 4,785 |
Conversion of preferred stock to common stock | 0 | 4,433 |
Declared but unpaid dividends from equity method investments included in other assets | 13,293 | 0 |
Dividends payable to preferred shareholders | $ 500 | $ 500 |
Organization and Business
Organization and Business | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business HC2 Holdings, Inc. ("HC2" and, together with its consolidated subsidiaries, the "Company", "we" and "our") is a diversified holding company which seeks to acquire and grow attractive businesses that we believe can generate long-term sustainable free cash flow and attractive returns. While the Company generally intends to acquire controlling equity interests in its operating subsidiaries, the Company may invest to a limited extent in a variety of debt instruments or noncontrolling equity interest positions. The Company’s shares of common stock trade on the NYSE under the symbol "HCHC". The Company currently has eight reportable segments based on management’s organization of the enterprise - Construction, Marine Services, Energy, Telecommunications, Insurance, Life Sciences, Broadcasting, and Other, which includes businesses that do not meet the separately reportable segment thresholds. 1. Our Construction segment is comprised of DBM Global Inc. ("DBMG") and its wholly-owned subsidiaries. DBMG is a fully integrated Building Information Modelling modeler, detailer, fabricator and erector of structural steel and heavy steel plate. DBMG models, details, fabricates and erects structural steel for commercial and industrial construction projects such as high- and low-rise buildings and office complexes, hotels and casinos, convention centers, sports arenas, shopping malls, hospitals, dams, bridges, mines and power plants. DBMG also fabricates trusses and girders and specializes in the fabrication and erection of large-diameter water pipe and water storage tanks. Through Aitken Manufacturing, DBMG manufactures pollution control scrubbers, tunnel liners, pressure vessels, strainers, filters, separators and a variety of customized products. The Company maintains an approximately 92% controlling interest in DBMG. 2. Our Marine Services segment is comprised of Global Marine Systems Limited ("GMSL"). GMSL is a leading provider of engineering and underwater services on submarine cables. GMSL aims to maintain its leading market position in the telecommunications maintenance segment and seeks opportunities to grow its installation activities in the three market sectors (telecommunications, offshore power, and oil and gas) while capitalizing on high market growth in the offshore power sector through expansion of its installation and maintenance services in that sector. The Company maintains an approximately 72% controlling interest in GMSL. 3. Our Energy segment is comprised of American Natural Gas, LLC ("ANG"). ANG is a premier distributor of natural gas motor fuel. ANG designs, builds, owns, acquires, operates and maintains compressed natural gas fueling stations for transportation vehicles. The Company maintains an approximately 68% controlling interest in ANG. 4. Our Telecommunications segment is comprised of PTGi International Carrier Services ("ICS"). ICS operates a telecommunications business including a network of direct routes and provides premium voice communication services for national telecommunications operators, mobile operators, wholesale carriers, prepaid operators, voice over internet protocol service operators and internet service providers. ICS provides a quality service via direct routes and by forming strong relationships with carefully selected partners. The Company maintains a 100% interest in ICS. 5. Our Insurance segment is comprised of Continental General Insurance Company ("CGI" or the "Insurance Company"). CGI provides long-term care, life and annuity coverage that help protect policy and certificate holders from the financial hardships associated with illness, injury, loss of life, or income continuation. The Company maintains a 100% interest in CGI. 6. Our Life Sciences segment is comprised of Pansend Life Sciences, LLC ("Pansend"). Pansend maintains controlling interests of approximately 80% in Genovel Orthopedics, Inc. ("Genovel"), which seeks to develop products to treat early osteoarthritis of the knee and approximately 74% in R2 Dermatology Inc. ("R2"), which develops skin lightening technology. Pansend also invests in other early stage or developmental stage healthcare companies including an approximately 50% interest in Medibeacon Inc., and an investment in Triple Ring Technologies, Inc. 7. Our Broadcasting segment is comprised of HC2 Broadcasting Holdings Inc. (“Broadcasting”) and its subsidiaries. HC2 maintains controlling interests of approximately 98% in Broadcasting. Broadcasting strategically acquires and operates Over-The-Air ("OTA") broadcasting stations across the United States. In addition, Broadcasting, through its wholly-owned subsidiary, HC2 Network Inc. (“Network”), operates Azteca America, a Spanish-language broadcast network offering high quality Hispanic content to a diverse demographic across the United States. HC2 maintains an indirect interest of approximately 49% in DTV America Corporation ("DTV") as well as control of DTV due to the approximately 10% proxy and voting rights from minority holders. 8. Our Other segment represents all other businesses or investments we believe have significant growth potential, that do not meet the definition of a segment individually or in the aggregate. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company, its wholly owned subsidiaries and all other subsidiaries over which the Company exerts control. All intercompany profits, transactions and balances have been eliminated in consolidation. As of September 30, 2018, the results of DBMG and its subsidiaries, GMSL and its subsidiaries, ANG, ICS, CGI, Genovel, R2, Broadcasting, LPTV, HC2 Station Group, and DTV have been consolidated into the Company’s results based on guidance from the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC" 810, Consolidation) . The remaining interests not owned by the Company are presented as a noncontrolling interest component of total equity. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements of the Company included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information. All such adjustments are of a normal recurring nature. Certain information and note disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), have been condensed or omitted pursuant to such rules and regulations. Certain prior amounts have been reclassified or combined to conform to the current year presentation. These reclassifications and combinations had no effect on previously reported net loss attributable to controlling interest or accumulated deficit. These interim financial statements should be read in conjunction with the Company’s annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 14, 2018, as amended by amendment no.1, filed on April 2, 2018 (collectively, "Form 10-K"). The results of operations for the three and nine months ended September 30, 2018 are not necessarily indicative of the results for any subsequent periods or the entire fiscal year ending December 31, 2018. Use of Estimates and Assumptions The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used. Accounting Pronouncements Adopted in the Current Year The Company’s 2017 Form 10-K includes discussion of significant recent accounting pronouncements that either have impacted or may impact our financial statements in the future. The following discussion provides information about recently adopted and recently issued or changed accounting guidance (applicable to the Company ) that have occurred since the Company filed its 2017 Form 10-K. The Company has implemented all new accounting pronouncements that are in effect and that may impact its Condensed Consolidated Financial Statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial condition, results of operations or liquidity. Effective January 1, 2018 the Company adopted the accounting pronouncements described below. Statement of Cash Flows In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 2016-18, Restricted Cash - a consensus of the FASB Emerging Issues Task Force. This guidance requires entities to show the changes in the total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. This standard was applied retrospectively, which resulted in the recast of the prior reporting period in the condensed consolidated statements of cash flows. A reconciliation of cash and cash equivalents and restricted cash from our condensed consolidated statements of cash flows to the amounts reported within our condensed consolidated balance sheet is included in our condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 September 30, 2017 Cash and cash equivalents, beginning of period $ 97,885 $ 115,371 Restricted cash included in other assets 968 498 Total cash and cash equivalents and restricted cash $ 98,853 $ 115,869 Cash and cash equivalents, end of period $ 831,634 $ 130,791 Restricted cash included in other assets 4,545 646 Total cash and cash equivalents and restricted cash $ 836,179 $ 131,437 Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The update provides that equity investments with readily determinable values be measured at fair value and changes in the fair value flow through net income. These changes historically have run through other comprehensive income. Equity investments without readily determinable fair values have the option to be measured at fair value or at cost, adjusted for changes in observable prices minus impairment. Changes in either method are also recognized in net income. The standard requires a qualitative assessment of impairment indicators at each reporting period. For financial liabilities, entities that elect the fair value option must recognize the change in fair value attributable to instrument-specific credit risk in other comprehensive income rather than net income. Lastly, regarding deferred tax assets, the need for a valuation allowance on a deferred tax asset will need to be assessed related to available-for-sale debt securities. This standard was adopted prospectively as of January 1, 2018 and resulted in a $3.3 million cumulative effect adjustment credit to retained earnings related to the following investments: Equity securities which were previously classified as available-for-sale $ 1,660 Equity securities which were previously accounted for under the cost method 1,635 Total $ 3,295 See Note 5. Investments and Note 6. Fair Value of Financial Instruments for further details. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") . This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations , which clarifies the guidance in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , an update on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which includes amendments for enhanced clarification of the guidance. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606) , which includes amendments of a similar nature to the items typically addressed in the technical corrections and improvements project. Lastly, in February 2017, the FASB issued ASU 2017-05, clarifying the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets to clarify the scope of ASC 610-20, Other Income - Gains and Losses from Derecognition of Nonfinancial Assets , and provide guidance on partial sales of nonfinancial assets. This ASU clarifies that the unit of account under ASU 610-20 is each distinct nonfinancial or in substance nonfinancial asset and that a financial asset that meets the definition of an "in substance nonfinancial asset" is within the scope of ASC 610-20. This ASU eliminates rules specifically addressing sales of real estate and removes exceptions to the financial asset derecognition model. The ASUs described above are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. See Note 3. Revenue for further details. New Accounting Pronouncements Reporting Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effect s from AOCI. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate or law in U.S. Tax Reform is recognized. Early adoption is permitted. Current U.S. GAAP guidance requires that the effect of a change in tax laws or rates on deferred tax liabilities or assets to be included in income from continuing operations in the reporting period that includes the enactment date, even if the related income tax effects were originally charged or credited directly to AOCI. The new guidance allows a reclassification of AOCI to retained earnings for stranded tax effects resulting from U.S. Tax Reform. Also, the new guidance requires certain disclosures about stranded tax effects. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements and expects minimal impact. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. The Company has started evaluating its lease arrangements to determine the impact of this amendment on the financial statements. The evaluation includes an extensive review of the leases, which are primarily related to our vessels and office space. Additionally, the Company has begun tracking separate accounting records for leases entered into starting January 1, 2017 under the new guidance to facilitate future implementation. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842 , which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. The effective date and transition requirements for ASU 2018-01 are the same as ASU 2016-02. Early adoption is permitted. The Company is continuing to evaluate the impact this standard will have on its financial statements. While not yet quantified, the Company expects a material impact to its Condensed Consolidated Balance Sheets from recognizing additional assets and liabilities of operating leases upon adoption. The actual increase in assets and liabilities will depend on the volume and terms of leases in place at the time of adoption. The Company plans to elect the optional practical expedient to retain the current classification of leases, and therefore, does not anticipate a material impact to the Condensed Consolidated Statements of Income or Cash Flows. The Company also expects that adoption of the new standard will require changes to internal controls over financial reporting. Subsequent Events ASC 855, Subsequent Events ("ASC 855"), establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC 855 requires HC2 to evaluate events that occur after the balance date as of which HC2's financial statements are issued, and to determine whether adjustments to or additional disclosures in the financial statements are necessary. HC2 has evaluated subsequent events through the date these financial statements were issued. See Note 22. Subsequent Events for the summary of the subsequent events. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The Company adopted ASC 606 on January 1, 2018. The adoption of ASC 606 represents a change in accounting principle that aligns revenue recognition with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with ASC 606: Identify the contract with a customer A contract with a customer exists when: (a) the parties have approved the contract and are committed to perform their respective obligations, (b) the rights of the parties can be identified, (c) payment terms can be identified, (d) the arrangement has commercial substance, and (e) collectibility of consideration is probable. Judgment is required when determining if the contractual criteria are met, specifically in the earlier stages of a project when a formally executed contract may not yet exist. In these situations, the Company evaluates all relevant facts and circumstances, including the existence of other forms of documentation or historical experience with our customers that may indicate a contractual agreement is in place and revenue should be recognized. In determining if the collectibility of consideration is probable, the Company considers the customer’s ability and intention to pay such consideration through an evaluation of several factors, including an assessment of the creditworthiness of the customer and our prior collection history with such customer. Identify the performance obligations in the contract At contract inception, the Company assesses the goods or services promised in a contract and identifies, as a separate performance obligation, each distinct promise to transfer goods or services to the customer. The identified performance obligations represent the “unit of account” for purposes of determining revenue recognition. In order to properly identify separate performance obligations, the Company applies judgment in determining whether each good or service provided is: (a) capable of being distinct, whereby the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer, and (b) distinct within the context of the contract, whereby the transfer of the good or service to the customer is separately identifiable from other promises in the contract. In addition, when assessing performance obligations within a contract, the Company considers the warranty provisions included within such contract. To the extent the warranty terms provide the customer with an additional service, other than assurance that the promised good or service complies with agreed upon specifications, such warranty is accounted for as a separate performance obligation. In determining whether a warranty provides an additional service, the Company considers each warranty provision in comparison to warranty terms which are standard in the industry. Determine the transaction price The transaction price represents the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to our customers. The consideration promised within a contract may include fixed amounts, variable amounts, or both. To the extent the performance obligation includes variable consideration, including contract bonuses and penalties that can either increase or decrease the transaction price, the Company estimates the amount of variable consideration to be included in the transaction price utilizing one of two prescribed methods, depending on which method better predicts the amount of consideration to which the entity will be entitled. Such methods include: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts. When applying these methods, the Company considers all information that is reasonably available, including historical, current and estimates of future performance. Variable consideration is included in the transaction price only to the extent it is probable, in the Company’s judgment, that a significant future reversal in the amount of cumulative revenue recognized under the contract will not occur when the uncertainty associated with the variable consideration is subsequently resolved. This threshold is referred to as the variable consideration constraint. In assessing whether to apply the variable consideration constraint, the Company considers if factors exist that could increase the likelihood or the magnitude of a potential reversal of revenue, including, but not limited to, whether: (a) the amount of consideration is highly susceptible to factors outside of the Company’s influence, such as the actions of third parties, (b) the uncertainty surrounding the amount of consideration is not expected to be resolved for a long period of time, (c) the Company’s experience with similar types of contracts is limited or that experience has limited predictive value, (d) the Company has a practice of either offering a broad range of price concessions or changing the payment terms and conditions of similar contracts in similar circumstances, and (e) the contract has a large number and broad range of possible consideration amounts. Pending change orders represent one of the most common forms of variable consideration included within contract value and typically represent contract modifications for which a change in scope has been authorized or acknowledged by our customer, but the final adjustment to contract price is yet to be negotiated. In estimating the transaction price for pending change orders, the Company considers all relevant facts, including documented correspondence with the customer regarding acknowledgment and/or agreement with the modification, as well as historical experience with the customer or similar contractual circumstances. Based upon this assessment, the Company estimates the transaction price, including whether the variable consideration constraint should be applied. Changes in the estimates of transaction prices are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. Such changes in estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Such changes in estimates may also result in the reversal of previously recognized revenue if the ultimate outcome differs from the Company’s previous estimate. Allocate the transaction price to performance obligations in the contract For contracts that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation based on a relative standalone selling price. The Company determines the standalone selling price based on the price at which the performance obligation would have been sold separately in similar circumstances to similar customers. If the standalone selling price is not observable, the Company estimates the standalone selling price taking into account all available information such as market conditions and internal pricing guidelines. In certain circumstances, the standalone selling price is determined using an expected profit margin on anticipated costs related to the performance obligation. Recognize revenue as performance obligations are satisfied The Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers. A good or service is considered to be transferred when the customer obtains control. The Company can transfer control of a good or service and satisfy its performance obligations either over time or at a point in time. The Company transfers control of a good or service over time and, therefore, satisfies a performance obligation and recognizes revenue over time if one of the following three criteria are met: (a) the customer simultaneously receives and consumes the benefits provided by the Company’s performance as we perform, (b) the Company’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (c) the Company’s performance does not create an asset with an alternative use to us, and we have an enforceable right to payment for performance completed to date. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided. Revenue from contracts with customers consist of the following (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Revenue (1) Construction $ 195,358 $ 531,209 Marine Services 44,825 149,923 Energy 4,561 16,141 Telecommunications 187,798 580,630 Broadcasting 11,957 33,702 Other 271 3,680 Total revenue $ 444,770 $ 1,315,285 (1) The Insurance segment does not have revenues in scope of ASU 2014-09. Accounts receivables, net from contracts with customers consist of the following (in thousands): September 30, 2018 Accounts receivables with customers Construction $ 200,830 Marine Services 42,002 Energy 2,940 Telecommunications 90,978 Broadcasting 10,616 Other — Total accounts receivables with customers $ 347,366 Construction Segment DBMG performs its services primarily under fixed-price contracts and recognizes revenue over time using the input method to measure progress for its projects. The nature of the projects does not provide measurable value to the customer over time and control does not transfer to the customer at discrete points in time. The customer receives value over the term of the project based on the amount of work that has been completed towards the delivery of the completed project. The most reliable measure of progress is the cost incurred towards delivery of the completed project. Therefore, the input method provides the most reliable method to measure progress. Revenue recognition begins when work has commenced. Costs include all direct material and labor costs related to contract performance, subcontractor costs, indirect labor, and fabrication plant overhead costs, which are charged to contract costs as incurred. Revenues relating to changes in the scope of a contract are recognized when DBMG and customer or general contractor have agreed on both the scope and price of changes, the work has commenced, it is probable that the costs of the changes will be recovered and that realization of revenue exceeding the costs is assured beyond a reasonable doubt. Revisions in estimates during the course of contract work are reflected in the accounting period in which the facts requiring the revision become known. Provisions for estimated losses on uncompleted contracts are made in the period a loss on a contract becomes determinable. Construction contracts with customers generally provide that billings are to be made monthly in amounts which are commensurate with the extent of performance under the contracts. Contract receivables arise principally from the balance of amounts due on progress billings on jobs under construction. Retentions on contract receivables are amounts due on progress billings, which are withheld until the completed project has been accepted by the customer. Disaggregation of Revenues DBMG's revenues are principally derived from contracts to provide fabrication and erection services to its customers. Contracts represent majority of the revenue of the Construction segment and are generally recognized over time. A majority of contracts are domestic, fixed priced, and are in excess of one year. Disaggregation of the Construction segment, by market or type of customer, is used to evaluate its financial performance. The following table disaggregates DBMG's revenue by market (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Commercial $ 65,156 $ 202,597 Convention 54,199 108,027 Healthcare 28,389 85,475 Industrial 13,802 49,797 Other 33,745 85,222 Total revenue from contracts with customers 195,291 531,118 Other revenue 67 91 Total Construction segment revenue $ 195,358 $ 531,209 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term construction projects when revenue recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform turnaround services within the United States industrial services segment, are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are included in Other assets in the Condensed Consolidated Balance Sheets. Contract liabilities from our long-term construction contracts occur when amounts invoiced to our customers exceed revenues recognized. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract liabilities are included in Other liabilities in the Condensed Consolidated Balance Sheets. Contract assets and contract liabilities consisted of the following (in thousands): September 30, 2018 December 31, 2017 Contract assets $ 48,062 $ 25,676 Contract liabilities $ (53,796 ) $ (29,862 ) The change in contract assets is a result of the recording of $45.8 million of costs in excess of billings driven by new commercial projects, offset by $23.4 million of costs in excess of billings transferred to receivables from contract assets recognized at the beginning of the period. The change in contract liabilities is a results of periodic billing in excess of costs of $53.3 million driven largely by new commercial projects, offset by revenue recognized that was included in the contract liability balance at the beginning of the period $29.4 million . Transaction Price Allocated to Remaining Unsatisfied Performance Obligations The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in thousands): Within one year Within five years Total Commercial $ 135,262 $ 11 $ 135,273 Convention 118,023 — 118,023 Healthcare 53,116 89 53,205 Industrial 43,035 34,607 77,642 Other 101,082 130,142 231,224 Remaining unsatisfied performance obligations $ 450,518 $ 164,849 $ 615,367 DBMG's remaining unsatisfied performance obligations, otherwise referred to as backlog, increase with awards of new contracts and decrease as it performs work and recognizes revenue on existing contracts. DBMG includes a project within its remaining unsatisfied performance obligations at such time the project is awarded and agreement on contract terms has been reached. DBMG's remaining unsatisfied performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of total transaction price can be made. DBMG expects to recognize this revenue over the next twenty-four months. Remaining unsatisfied performance obligations include unrecognized revenues to be realized from uncompleted construction contracts. Although many of DBMG's contracts are subject to cancellation at the election of its customers, in accordance with industry practice, DBMG does not limit the amount of unrecognized revenue included within its remaining unsatisfied performance obligations due to the inherent substantial economic penalty that would be incurred by its customers upon cancellation. Marine Services Segment GMSL generally generates revenue by providing maintenance services for subsea telecommunications cabling, installing subsea cables, providing installation, maintenance and repair of fiber optic communication and power infrastructure to offshore oil and gas platforms, and installing inter-array power cables for use in offshore wind farms. Telecommunication - Maintenance & Installation GMSL performs its services within telecommunication market primarily under fixed-price contracts and recognizes revenue over time using the input method to measure progress for its projects. The nature of the projects does not provide measurable value to the customer over time and control does not transfer to the customer at discrete points in time. The customer receives value over the term of the project based on the amount of work that has been completed towards the delivery of the completed project. Depending on the project, the most reliable measure of progress is either the cost incurred or time elapsed towards delivery of the completed project. Therefore, the input method provides the most reliable method to measure progress. Revenue recognition begins when work has commenced. Costs include all direct material and labor costs related to contract performance, indirect labor, and overhead costs, which are charged to contract costs as incurred. Revisions in estimates during the course of contract work are reflected in the accounting period in which the facts requiring the revision become known. Provisions for estimated losses on uncompleted contracts are made in the period a loss on a contract becomes determinable. Maintenance revenues within this market are attributable to standby vessels and the provision of cable storage depots for repair of fiber optic telecommunications cables in defined geographic zones, and its maintenance business is provided through contracts with consortia of approximately 60 global telecommunications providers. These contracts are generally five to seven years long. Installation revenues within this market are generated through installation of cable systems including route planning, mapping, route engineering, cable laying, and trenching and burial. GMSL’s installation business is project-based with contracts typically lasting one to five months. Power - Operations, Maintenance & Construction Support Majority of revenues within this market are generated through the provision of crew transfer vessels and turbine technicians on the maintenance of offshore windfarms. Services are provided at agreed day rates and are recognized as revenues at the point in time at which the performance obligations are met. Additional revenues are generated through the provision of approved safety training courses to personnel operating on offshore wind turbines. Courses are supplied at agreed rates and recognized at the point in time at which the courses are provided. Power - Cable Installation & Repair Installation and repair revenues within this market are attributable to the provision of engineering solutions, which includes the charter of cable laying vessels and related subsea assets. These contracts are either charged at agreed day rates and are recognized as revenues at the point in time at which the performance obligations are met, or are under fixed-price contracts, in which case revenue is recognized over time using the input method to measure progress for its projects. Disaggregation of Revenues GMSL's revenues are principally derived from contracts to provide maintenance and installation services to its customers. Contracts represent a majority of revenues at the Marine Services segment of which approximately 77% and 73% we recognized over time during the three and nine months ended September 30, 2018 , respectively. The following table disaggregates GMSL's revenue by market (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Telecommunication - Maintenance $ 21,944 $ 65,816 Telecommunication - Installation 5,532 29,328 Power - Operations, Maintenance & Construction Support 9,304 25,889 Power - Cable Installation & Repair 8,045 28,890 Total revenue from contracts with customers 44,825 149,923 Other revenue — — Total Marine Services segment revenue $ 44,825 $ 149,923 Contract Assets and Contract Liabilities The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our long-term projects when revenue recognized exceeds the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. In addition, many of our time and materials arrangements, as well as our contracts to perform services are billed in arrears pursuant to contract terms that are standard within the industry, resulting in contract assets and/or unbilled receivables being recorded, as revenue is recognized in advance of billings. Contract assets are included in Other assets in the Condensed Consolidated Balance Sheets. Contract liabilities from our long-term construction contracts occur when amounts invoiced to our customers exceed revenues recognized. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation. Contract liabilities are included in Other liabilities in the Condensed Consolidated Balance Sheets. Contract assets and contract liabilities consisted of the following (in thousands): September 30, 2018 December 31, 2017 Contract assets $ 14,237 $ 6,610 Contract liabilities $ (2,642 ) $ (3,106 ) Transaction Price Allocated to Remaining Unsatisfied Performance Obligations The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in thousands): Within one year Within five years Thereafter Total Telecommunication - Maintenance $ 18,260 $ 267,160 $ 39,844 $ 325,264 Telecommunication - Installation 10,104 — — 10,104 Power - Operations, Maintenance & Construction Support 4,090 16,427 — 20,517 Power - Cable Installation & Repair 1,861 — — 1,861 Remaining unsatisfied performance obligations $ 34,315 $ 283,587 $ 39,844 $ 357,746 GMSL's remaining unsatisfied performance obligations, otherwise referred to as backlog, increase with awards of new contracts and decrease as it performs work and recognizes revenue on existing contracts. GMSL includes a project within its remaining unsatisfied performance obligations at such time the project is awarded and agreement on contract terms has been reached. GMSL's remaining unsatisfied performance obligations include amounts related to contracts for which a fixed price contract value is not assigned when a reasonable estimate of total transaction price can be made. Remaining unsatisfied performance obligations consist predominantly from projects within telecommunication maintenance market. These revenues are generated through long-term contracts for the provision of vessels and cable depots in maintaining and repairing subsea telecoms cables around the globe. Revenues are recognized over time to reflect both the duration that the vessels and depots are provided on standby duties and the amount of work that has been completed. Energy Segment ANG's revenues are principally derived from sales of compressed natural gas. ANG recognizes revenue from the sale of natural gas fuel primarily at the time the fuel is dispensed. As a result of the Bipartisan Budget Act of 2018, signed into law on February 9, 2018, all Alternative Fuel Tax Credit ("AFETC") revenue for vehicle fuel ANG sold in 2017 was collected in the second quarter of 2018. Net revenue after customer rebates for such credits for 2017 were $2.6 million, which was recognized during the second quarter of 2018, the period in which the credit became available. Disaggregation of Revenues The following table disaggregates ANG's revenue by type (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Volume-related $ 4,160 $ 12,283 Maintenance services 20 68 Total revenue from contracts with customers 4,180 12,351 RNG Incentives 285 1,027 Alternative Fuel Tax Credit 64 2,640 Other revenue 32 123 Total Energy segment revenue $ 4,561 $ 16,141 Telecommunications Segment ICS operates an extensive network of direct routes and offers premium voice communication services for carrying a mix of business, residential and carrier long-distance traffic, data and transit traffic. Customers may have a bilateral relationship with ICS, meaning they have both a customer and vendor relationship with ICS. In these cases, ICS sells the customer access to the ICS supplier routes but also purchases access to the customer’s supplier routes. Net revenue is derived from the long-distance data and transit traffic. Net revenue is earned based on the number of minutes during a call multiplied by the price per minute, and is recorded upon completion of a call. Completed calls are billable activity while incomplete calls are non-billable. Incomplete calls may occur as a result of technical issues or because the customer’s credit limit was exceeded and thus the customer routing of traffic was prevented. Revenue for a period is calculated from information received through ICS’s billing software, such as minutes and market rates. Customized billing software has been implemented to track the information from the switch and analyze the call detail records against stored detailed information about revenue rates. This software provides ICS with the ability to perform a timely and accurate analysis of revenue earned in a period. Net revenue represents gross revenue, net of allowance for doubtful accounts receivable, service credits and service adjustments. Cost of revenue includes network costs that consist of access, transport and termination costs. The majority of ICS’s cost of revenue is variable, primarily based upon minutes of use, with transmission and termination costs being the most significant expense. Disaggregation of Revenues ICS's revenues are predominantly derived from wholesale of international long distance minutes (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Termination of long distance minutes $ 187,798 $ 580,630 Total revenue from contracts with customers 187,798 580,630 Other revenue — — Total Telecommunications segment revenue $ 187,798 $ 580,630 Broadcasting Segment Broadcasting advertising revenue is generated primarily from the sale of television airtime for programs or advertisements. Broadcasting advertising revenue is recognized when the program or advertisement is broadcast. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. The broadcasting advertising contracts are generally short-term in nature. Retransmission consent revenue consists of payments received from cable, satellite and other multiple video program distribution systems for their retransmission of our broadcast signals and generally based on per subscriber basis. Retransmission consent revenue is recognized as earned over the life of the retransmission consent contract and varies from month to month generally based on the average number of subscribers. Local Marketing Agreements (“LMAs”) revenue is generated primarily from the sale of television airtime in return for a fixed fee or additional commission on the related sales incurred by the third party. In a typical LMA, the licensee of a station makes available, for a fee, airtime on its station to a party which supplies content to be broadcast during that airtime and collects revenue from advertising aired during such content. LMA revenue is recognized over the life of the contract, when the program is broadcast. The LMA fees that we charge can be fixed or commission-based and the LMA contracts that we enter into are generally short-term in nature. Retransmission and LMA commission based revenues are usage/sales-based and recognized as revenue when the subsequent usage occurs. Transaction prices are based on the contract terms, with no material judgements or estimates. The following table disaggregates the Broadcasting segment's revenue by type (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Advertising $ 7,388 $ 21,152 LMA 2,527 8,016 Retransmission 1,652 3,502 Other 390 1,032 Total revenue from contracts with customers 11,957 33,702 Other revenue — — Total Broadcasting segment revenue $ 11,957 $ 33,702 Contract Liabilities Audience deficiency units ("ADU") liability is recognized as an available return to customers as fulfillment for under-delivered guaranteed viewership per the related agreement. ADU balance was $1.4 million and $1.6 million as of September 30, 2018 and December 31, 2017, respectively. Broadcasting measures the potential obligation based on audience measurement ratings and cost per view, and is subsequently made whole in the following period. Transaction Price Allocated to Remaining Unsatisfied Performance Obligations The transaction price allocated to remaining unsatisfied performance obligations consisted of $9.4 million of advertising revenues of which $4.0 million is expected to be recognized within one year and $5.4 million is expected to be recognized within five years. Other Segment Our Other segment's revenues are driven by 704Games. 704Games derives revenue principally from sales of software games and related content and services on (1) consoles and (2) mobile devices. 704Games' results of operations were included through August 14, 2018 at which point 704Games was deconsolidated, see Note 4. Acquisitions, Dispositions, and Deconsolidations for further detail. |
Acquisitions, Dispositions, and
Acquisitions, Dispositions, and Deconsolidations | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions, Dispositions, and Deconsolidations | 4. Acquisitions, Dispositions, and Deconsolidations Construction Segment 2017 Acquisitions On November 1, 2017, DBMG consummated the acquisition of 100% of the shares of North American operations of Candraft VSI ("Candraft"). Candraft is a premier bridge infrastructure detailing and modeling company. On December 1, 2017, DBMG consummated the acquisition of the assets from Mountain States Steel, Inc. ("MSS") including inventory, machinery & equipment, real estate, employees and certain intangible assets. MSS is a premier custom structural steel fabricator for construction projects including bridges, stadiums and power plants. The aggregate fair value of the consideration paid in connection with the acquisitions of Candraft and MSS was $17.8 million , including $16.1 million in cash. Both transactions were accounted for as business acquisitions. The fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed, intangibles and residual goodwill are summarized as follows (in thousands): Purchase price allocation Accounts receivable $ 473 Property, plant and equipment 12,730 Goodwill 2,290 Intangibles 1,608 Other assets 909 Total assets acquired 18,010 Accounts payable and other current liabilities (23 ) Other liabilities (167 ) Total liabilities assumed (190 ) Total net assets acquired $ 17,820 Goodwill was determined based on the residual differences between fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Among the factors that contributed to goodwill was approximately $1.5 million assigned to the assembled and trained workforce for 2017. Goodwill is not amortized and is not deductible for tax purposes. Acquisition costs incurred by DBMG in 2017, in connection with the 2017 acquisitions were approximately $3.3 million , which were included in selling, general and administrative expenses. The acquisition costs were primarily related to legal, accounting and valuation services. Results of acquired businesses were included in our Consolidated Statements of Operations since their respective acquisition dates. Pro forma results of operations have not been presented because they are not material to our consolidated results of operations. Marine Services Segment 2017 Acquisitions On November 30, 2017, GMSL acquired 5 assets and 19 employees and contractors based in Aberdeen, Scotland from Fugro N.V. The fair value of the purchase consideration was $87.2 million and comprised of 23.6% share in GMH LLC and a short-term loan of $7.5 million to Fugro N.V. The decision to acquire was made to support the overall group strategy of growing the Power and Oil & Gas businesses. The transaction was accounted for as a business acquisition. The limited liability company agreement of GMH LLC was amended and restated upon consummation of the acquisition to reflect such issuance and to provide the Fugro Member with certain rights, including the right to designate two out of the up to seven members of its board of directors, the right to approve certain actions outside the ordinary course of business, certain "tag-along" rights to participate in sales of membership units by other members and, after five years and subject to the Fugro Member first offering its membership units to the other members at a price based upon independent valuations, the right to cause GMH LLC to be put up for sale in a process led by an investment banking firm. Fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed, intangibles, and residual goodwill are summarized as follows (in thousands): Purchase price allocation Cash and cash equivalents $ 2,212 Property, plant and equipment 73,320 Goodwill 11,783 Other assets 596 Total assets acquired 87,911 Accounts payable and other current liabilities (676 ) Total liabilities assumed (676 ) Total net assets acquired $ 87,235 Goodwill was determined based on the residual differences between fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Goodwill is not amortized and is not deductible for tax purposes. Acquisition costs incurred by GMSL in 2017, in connection with the 2017 acquisition were approximately $1.8 million , which were included in selling, general and administrative expenses. The acquisition costs were primarily related to legal, accounting and valuation services. Results of acquired businesses were included in our Consolidated Statements of Operations since their respective acquisition dates. Pro forma results of operations are also presented because the Fugro acquisition was material to our consolidated results of operations. Insurance Segment On August 9, 2018, CGI completed the acquisition all of the outstanding shares of KMG America Corporation (“KMG”), the parent company of Kanawha Insurance Company (“KIC”), Humana Inc.’s long-term care insurance subsidiary for a cash consideration of ten thousand dollars. The preliminary allocation of fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed and bargain purchase gain are summarized as follows (in thousands): Preliminary purchase price allocation Fixed maturity securities, available-for-sale at fair value $ 1,575,428 Equity securities 309 Mortgage loans 940 Policy loans 2,915 Cash and cash equivalents 806,667 Recoverable from reinsurers 901,823 Other assets 27,374 Total assets acquired 3,315,456 Life, accident and health reserves 2,931,270 Annuity reserves 11,303 Value of business acquired 214,401 Accounts payable and other current liabilities 6,022 Deferred tax liability 25,498 Other liabilities 17,840 Total liabilities assumed 3,206,334 Total net assets acquired 109,122 Total fair value of consideration 10 Gain on bargain purchase $ 109,112 Gain on bargain purchase Gain on bargain purchase was driven by the Tax Cuts and Jobs Act, which was not stipulated in the negotiations for the transaction and resulted in a material decline in the Value of Business Acquired balance, corresponding deferred tax position and, ultimately, recognition of a bargain purchase gain, largely driven by the following attributes: • The Unified Loss Rules tax attribute reduction to tax value of assets and the seller tax adjustments to tax value of liabilities contribute significantly to the bargain purchase price. • The reduction in the federal income tax rate, from 35% at the time the seller contribution was established to 21% effective January 1, 2018, effectively generates the remaining balance for the bargain purchase price. • Changes in fair value of acquired assets and assumed liabilities between the date the deal was signed and the closing date was driven by the time it took to obtain regulatory approvals, amongst other closing conditions. Reinsurance Recoverable The reinsurance recoverable balance represents amounts recoverable from third parties. U.S. GAAP requires insurance reserves and reinsurance recoverable balances to be presented on a gross basis, as opposed to U.S. statutory accounting principles, where reserves are presented net of reinsurance. Accordingly, the Company grossed up the fair value of the net insurance contract liability for the amount of reinsurance of approximately $901.8 million , to arrive at a gross insurance liability, and recognized an offsetting reinsurance recoverable amount of approximately $901.8 million . As part of this process, management considered reinsurance counterparty credit risk and considers it to have an immaterial impact on the reinsurance fair value gross-up. To mitigate this risk substantially all reinsurance is ceded to companies with investment grade S&P ratings. Amounts recoverable from reinsurers were estimated in a manner consistent with the liability associated with the reinsured policies and were an estimate of the reinsurance recoverable on paid and unpaid losses, including an estimate for losses incurred but not reported. Reinsurance recoverable represent expected cash inflows from reinsurers for liabilities ceded and therefore incorporate uncertainties as to the timing and amount of claim payments. Reinsurance recoverable includes the balances due from reinsurers under the terms of the reinsurance agreements for these ceded balances as well as settlement amounts currently due. The Value of Business Acquired VOBA reflects the estimated fair value of in-force contracts in a life insurance company acquisition less the amount recorded as insurance contract liabilities. It represents the portion of the purchase price that is allocated to the value of the rights to receive future cash flows from the business in force at the acquisition date. A VOBA liability (negative asset) occurs when the estimated fair value of in-force contracts in a life insurance company acquisition is less than the amount recorded as insurance contract liabilities. HC2 calculated VOBA by adjusting the purchase price, which was derived on a statutory accounting basis, for differences between statutory and US GAAP accounting requirements. Amortization is based on assumptions consistent with those used in the development of the underlying contract adjusted for emerging experience and expected trends. Life, accident and health reserves HC2 estimated the fair value of reserves on a fair value basis, using actuarial assumptions consistent with those used for the buyer’s valuation of the acquired business, and discount rates reflecting capital market conditions. The reserve accounts for the present value of all future cash flows, net of reinsurance, of the acquired block of insurance, including premium, benefit payments, and expenses. HC2 estimated the fair value of recoverable from reinsurers using the same assumptions as those for reserves of the net retained business, but applied to business ceded through various, existing reinsurance agreements. Life Sciences Segment On June 8, 2018, Pansend closed on the sale of its approximately 75.9% ownership in BeneVir to Janssen Biotech, Inc. (“Janssen”). In conjunction with the closing of the transaction, Janssen made an upfront cash payment of $140.0 million . Pansend received a cash payment of $93.4 million and expects to receive an additional cash payment of $13.3 million , currently held in an escrow, for a total consideration of $106.7 million . The escrow will be released within fifteen months subsequent to the closing date, assuming there are no pending or unresolved indemnified claims. Pansend recorded a gain on the sale of $102.1 million , of which $21.7 million was allocated to noncontrolling interests. HC2 received a cash payment of $72.8 million and expects to receive an additional cash payment of $9.2 million upon the release of the escrow. Under the terms of the merger agreement, Pansend is eligible to receive payments of up to $189.7 million upon the achievement of specified development milestones and up to $493.1 million upon the achievement of specified levels of annual net sales of licensed products. From these potential milestone payments, HC2 is eligible to receive up to $512.2 million . Broadcasting Segment 2018 Acquisitions During the nine months ended September 30, 2018 , Broadcasting completed a series of transactions for a total consideration of $46.5 million , including $44.8 million paid in cash. All transactions were accounted for as asset acquisitions. The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired, liabilities assumed, and intangibles (in thousands): Purchase price allocation Property, plant and equipment $ 840 Intangibles 44,231 Other assets 1,442 Total assets acquired 46,513 Total liabilities assumed — Enterprise value 46,513 Total net assets acquired $ 46,513 2017 Acquisitions During the year ended December 31, 2017, Broadcasting and its subsidiaries completed the following transactions (in thousands): DTV Mako Azteca Other Total Cash $ 13,467 $ 18,192 $ — $ 12,104 $ 43,763 Accounts payable — — 33,000 — 33,000 Equity — 4,994 — — 4,994 Debt obligations 2,405 5,250 — — 7,655 Fair value of previously held interest 1,780 — — — 1,780 Fair value of consideration $ 17,652 $ 28,436 $ 33,000 $ 12,104 $ 91,192 In November 2017, Broadcasting closed a series of transactions that resulted in the ownership of over 50% of the shares of common stock of DTV for a total consideration of $17.7 million . DTV is an aggregator and operator of Low Power Television ("LPTV") licenses and stations across the United States. DTV currently owns and operates 52 LPTV stations in more than 40 cities. DTV’s distribution platform currently provides carriage for more than 30 television broadcast networks. DTV maintains a focus on technological innovation. DTV exclusively adopted Internet Protocol (IP) as a transport to provide Broadcast-as-a-Service, making it the only adopter of all IP-transport to the home. The transaction was accounted for as business acquisition. In November 2017, HC2 LPTV Holdings Inc. ("HC2 LPTV"), a wholly-owned subsidiary of Broadcasting, closed on a transaction with Mako Communications, LLC and certain of its affiliates ("Mako") to purchase all the assets in connection with Mako’s ownership and operation of LPTV stations that resulted in HC2 acquiring 38 operating stations in 28 cities, for a total consideration of $28.4 million . Mako is a family owned and operated business headquartered in Corpus Christi, Texas, that has been acquiring, building, and maintaining Class A and LPTV stations all across the United States since 2000. The transaction was accounted for as business acquisition. In November 2017, Network acquired Azteca America, a Spanish-language broadcast network, from affiliates of TV Azteca, S.A.B. de C.V. ("Azteca") (AZTECACPO.MX) (Latibex:XTZA). As part of the bifurcated transaction structure, a wholly-owned subsidiary of Broadcasting signed a definitive acquisition agreement with Northstar Media, LLC ("Northstar"), a licensee of numerous broadcast television licenses in the United States. Under the agreement with Northstar, a wholly-owned subsidiary of Broadcasting acquired Northstar’s broadcast television stations, which carry Azteca America programming. In February 2018, Broadcasting closed on the acquisition and funded the $33.0 million consideration balance. The transaction was accounted for as business acquisition. In November and December of 2017, Broadcasting closed three additional acquisitions for a total consideration of $12.1 million . All three transactions were accounted for as asset acquisitions. The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired, liabilities assumed, intangibles and residual goodwill (in thousands): Purchase price allocation Cash and cash equivalents $ 61 Accounts receivable 9,134 Property, plant and equipment 12,097 Goodwill 21,402 Intangibles 80,378 Other assets 1,290 Total assets acquired 124,362 Accounts payable and other current liabilities (8,036 ) Deferred tax liability (6,072 ) Debt obligations (1) (4,480 ) Other liabilities (86 ) Total liabilities assumed (18,674 ) Enterprise value 105,688 Less fair value of noncontrolling interest 14,496 Total net assets acquired $ 91,192 (1) Debt obligations includes a $2.0 million note with CGI, which is eliminated on the Condensed Consolidated Balance Sheet. The following table summarizes acquired intangible assets (in thousands): FCC licenses $ 75,852 Trade name 208 Other 4,318 Total intangibles $ 80,378 Goodwill was determined based on the residual differences between fair value of consideration transferred and the value assigned to tangible and intangible assets and liabilities. Goodwill is not amortized and is not deductible for tax purposes. Results of operations from acquisitions completed by Broadcasting segment since their respective acquisition dates have been included in our Consolidated Statements of Operations. Other Segment On August 14, 2018, 704Games issued a 53.5% equity interest to international media and technology company Motorsport Network. As a result, HC2’s ownership percentage in 704Games was diluted to 26.2% resulting in the loss of control and the deconsolidation of the entity. HC2 recognized a gain of $3.0 million within the Gain on sale and deconsolidation of subsidiary line of the Condensed Consolidated Statements of Operations. Pro Forma Adjusted Summary Disclosure of proforma information under ASC 805 related to the Azteca acquisition has not been provided as it would be impracticable to do so. After making every reasonable effort to do so, the Company is unable to obtain reliable historical U.S. GAAP financial statements for Azteca. Amounts would require estimates so significant as to render the disclosure irrelevant. The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisition of Fugro and KMG had occurred on January 1, 2017. This information does not purport to be indicative of the actual results that would have occurred if the acquisitions had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in thousands): Three months ended September 30, 2017 Nine Months Ended September 30, 2017 Net revenue $ 453,832 $ 1,320,574 Net income (loss) from continuing operations $ 12,390 $ (198 ) Net income (loss) attributable to HC2 Holdings, Inc. $ (830 ) $ (19,750 ) |
Investments
Investments | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 5. Investments Fixed Maturity Securities The following tables provide information relating to investments in fixed maturity securities (in thousands): September 30, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Fixed maturity securities U.S. Government and government agencies $ 28,491 $ 225 $ (158 ) $ 28,558 States, municipalities and political subdivisions 413,554 5,678 (2,842 ) 416,390 Residential mortgage-backed securities 98,420 3,229 (972 ) 100,677 Commercial mortgage-backed securities 60,735 144 (509 ) 60,370 Asset-backed securities 287,497 1,078 (2,776 ) 285,799 Corporate and other 2,096,940 20,277 (23,568 ) 2,093,649 Total fixed maturity securities $ 2,985,637 $ 30,631 $ (30,825 ) $ 2,985,443 December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Fixed maturity securities U.S. Government and government agencies $ 15,283 $ 470 $ (31 ) $ 15,722 States, municipalities and political subdivisions 377,549 18,953 (1,052 ) 395,450 Foreign government 6,331 — (333 ) 5,998 Residential mortgage-backed securities 101,974 4,185 (1,264 ) 104,895 Commercial mortgage-backed securities 30,152 269 (16 ) 30,405 Asset-backed securities 145,479 2,610 (163 ) 147,926 Corporate and other 589,803 51,891 (1,464 ) 640,230 Total fixed maturity securities $ 1,266,571 $ 78,378 $ (4,323 ) $ 1,340,626 The Company has investments in mortgage-backed securities ("MBS") that contain embedded derivatives (primarily interest-only MBS) that do not qualify for hedge accounting. The Company recorded the change in the fair value of these securities within Net realized and unrealized gains (losses) on investments . These investments had a fair value of $10.7 million and $12.3 million as of September 30, 2018 and December 31, 2017 , respectively. The change in fair value related to these securities resulted in a loss of $0.2 million and a gain of $0.6 million for the three months ended September 30, 2018 and 2017 , respectively and gains of $0.5 million and zero gain for the nine months ended September 30, 2018 and 2017 , respectively. The amortized cost and fair value of fixed maturity securities available-for-sale as of September 30, 2018 are shown by contractual maturity in the table below (in thousands). Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset and mortgage-backed securities are shown separately in the table below, as they are not due at a single maturity date: Amortized Cost Fair Value Corporate, Municipal, U.S. Government and Other securities Due in one year or less $ 23,754 $ 23,612 Due after one year through five years 200,595 200,684 Due after five years through ten years 276,546 276,146 Due after ten years 2,038,090 2,038,155 Subtotal 2,538,985 2,538,597 Mortgage-backed securities 159,155 161,047 Asset-backed securities 287,497 285,799 Total $ 2,985,637 $ 2,985,443 The tables below show the major industry types of the Company’s corporate and other fixed maturity securities (in thousands): September 30, 2018 December 31, 2017 Amortized Cost Fair Value % of Total Amortized Cost Fair % of Finance, insurance, and real estate $ 385,333 $ 384,306 18.4 % $ 191,234 $ 203,735 31.8 % Transportation, communication and other services 626,457 631,183 30.1 % 186,114 201,802 31.5 % Manufacturing 715,322 708,375 33.8 % 100,942 111,391 17.4 % Other 369,828 369,785 17.7 % 111,513 123,302 19.3 % Total $ 2,096,940 $ 2,093,649 100.0 % $ 589,803 $ 640,230 100.0 % A portion of certain other-than-temporary impairment ("OTTI") losses on fixed maturity securities is recognized in Accumulated Other Comprehensive Income ("AOCI"). For these securities the net amount, which is recognized in the Condensed Consolidated Statements of Operations in the below line items, represents the difference between the amortized cost of the security and the net present value of its projected future cash flows discounted at the effective interest rate implicit in the debt security prior to impairment. Any remaining difference between the fair value and amortized cost is recognized in AOCI. The Company recorded the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net realized and unrealized gains (losses) on investments $ 623 $ — $ 623 $ — Other income (expenses), net — — — 6,112 Total other-than-temporary impairments $ 623 $ — $ 623 $ 6,112 The following table presents the total unrealized losses for the 738 and 126 fixed maturity securities held by the Company as of September 30, 2018 and December 31, 2017 , respectively, where the estimated fair value had declined and remained below amortized cost by the indicated amount (in thousands): September 30, 2018 December 31, 2017 Unrealized Losses % of Total Unrealized Losses % of Fixed maturity securities Less than 20% $ (30,817 ) 100.0 % $ (4,230 ) 93.7 % 20% or more for less than six months — — % (174 ) 3.9 % 20% or more for six months or greater (8 ) — % (110 ) 2.4 % Total $ (30,825 ) 100.0 % $ (4,514 ) 100.0 % The determination of whether unrealized losses are "other-than-temporary" requires judgment based on subjective as well as objective factors. Factors considered and resources used by management include (i) whether the unrealized loss is credit-driven or a result of changes in market interest rates, (ii) the extent to which fair value is less than cost basis, (iii) cash flow projections received from independent sources, (iv) historical operating, balance sheet and cash flow data contained in issuer SEC filings and news releases, (v) near-term prospects for improvement in the issuer and/or its industry, (vi) third party research and communications with industry specialists, (vii) financial models and forecasts, (viii) the continuity of dividend payments, maintenance of investment grade ratings and hybrid nature of certain investments, (ix) discussions with issuer management, and (x) ability and intent to hold the investment for a period of time sufficient to allow for anticipated recovery in fair value. The Company analyzes its MBS for OTTI each quarter based upon expected future cash flows. Management estimates expected future cash flows based upon its knowledge of the MBS market, cash flow projections (which reflect loan-to-collateral values, subordination, vintage and geographic concentration) received from independent sources, implied cash flows inherent in security ratings and analysis of historical payment data. The Company believes it will recover its cost basis in the non-impaired securities with unrealized losses and that the Company has the ability to hold the securities until they recover in value. The Company neither intends to sell nor does it expect to be required to sell the securities with unrealized losses as of September 30, 2018 . However, unforeseen facts and circumstances may cause the Company to sell fixed maturity and equity securities in the ordinary course of managing its portfolio to meet certain diversification, credit quality and liquidity guidelines. The following tables present the estimated fair values and gross unrealized losses for the 738 and 126 fixed maturity and equity securities held by the Company that have estimated fair values below amortized cost as of each of September 30, 2018 and December 31, 2017 , respectively. The Company does not have any OTTI losses reported in AOCI. These investments are presented by investment category and the length of time the related fair value has remained below amortized cost (in thousands): September 30, 2018 Less than 12 months 12 months of greater Total Fair Value Unrealized Losses Fair Unrealized Losses Fair Unrealized Losses Fixed maturity securities U.S. Government and government agencies $ 26,378 $ (158 ) $ — $ — $ 26,378 $ (158 ) States, municipalities and political subdivisions 204,991 (2,583 ) 7,051 (259 ) 212,042 (2,842 ) Residential mortgage-backed securities 53,126 (850 ) 2,260 (122 ) 55,386 (972 ) Commercial mortgage-backed securities 40,963 (509 ) — — 40,963 (509 ) Asset-backed securities 164,675 (2,637 ) 2,250 (139 ) 166,925 (2,776 ) Corporate and other 1,438,360 (20,842 ) 25,854 (2,726 ) 1,464,214 (23,568 ) Total fixed maturity securities $ 1,928,493 $ (27,579 ) $ 37,415 $ (3,246 ) $ 1,965,908 $ (30,825 ) December 31, 2017 Less than 12 months 12 months of greater Total Fair Unrealized Losses Fair Unrealized Losses Fair Unrealized Losses Fixed maturity securities U.S. Government and government agencies $ 5,044 $ (17 ) $ 2,199 $ (14 ) $ 7,243 $ (31 ) States, municipalities and political subdivisions 32,939 (834 ) 10,757 (218 ) 43,696 (1,052 ) Foreign government — — 5,999 (333 ) 5,999 (333 ) Residential mortgage-backed securities 5,139 (546 ) 16,150 (718 ) 21,289 (1,264 ) Commercial mortgage-backed securities 5,053 (12 ) 1,003 (4 ) 6,056 (16 ) Asset-backed securities 19,771 (64 ) 3,963 (99 ) 23,734 (163 ) Corporate and other 18,478 (824 ) 19,433 (640 ) 37,911 (1,464 ) Total fixed maturity securities $ 86,424 $ (2,297 ) $ 59,504 $ (2,026 ) $ 145,928 $ (4,323 ) As of September 30, 2018 , investment grade fixed maturity securities (as determined by nationally recognized rating agencies) represented approximately 85.3% of the gross unrealized loss and 94.0% of the fair value. As of December 31, 2017 , investment grade fixed maturity securities represented approximately 7.3% of the gross unrealized loss and 10.4% of the fair value. Certain risks are inherent in connection with fixed maturity securities, including loss upon default, price volatility in reaction to changes in interest rates, and general market factors and risks associated with reinvestment of proceeds due to prepayments or redemptions in a period of declining interest rates. Equity Securities Beginning in 2018 upon adopting ASU 2016-01, changes in fair value of equity securities are reported in earnings. The following tables provide information relating to investments in equity securities measured at fair value (in thousands): September 30, 2018 December 31, 2017 Equity securities Common stocks $ 63,298 $ 4,928 Perpetual preferred stocks 153,855 42,572 Total equity securities $ 217,153 $ 47,500 On August 4, 2018, HC2 Chairman and Chief Executive Officer Philip Falcone informed Inseego Corp’s (“INSG”) Board of Directors (the “Board”) of his resignation from his position as a Director and Chairman of the Board of INSG effective upon consummation of a private placement at INSG. The INSG private placement consisted of an issuance of an aggregate of 12.0 million shares of its common stock to two investors for a purchase price of $1.63 per share, resulting in aggregate gross proceeds to INSG of approximately $19.7 million . Concurrently, INSG amended HC2's Investors’ Rights Agreement where HC2 agreed to eliminate its board observation and nomination rights. As a result, HC2 lost its ability to exercise significant influence. HC2's equity investment in INSG security no longer qualifies to be accounted for under the equity method. Beginning in the third quarter of 2018, the investment will be recorded at fair value. The investment basis in INSG under the equity method had been reduced to zero as a result of losses incurred for the duration of the investment. The change in the accounting method resulted in a gain of $44.2 million for the three months ended September 30, 2018 and recorded in Other income (expenses), net . Other Invested Assets Beginning in 2018 upon adopting ASU 2016-01, certain investments in equity securities that do not have a readily determinable fair value are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes or at fair value. Carrying values of other invested assets were as follows (in thousands): September 30, 2018 December 31, 2017 Measurement Alternative Equity Method Fair Value Cost Method Equity Method Fair Value Common Equity $ — $ 1,914 $ — $ — $ 1,484 $ — Preferred Equity 1,600 10,757 — 2,484 14,197 — Derivatives — — 290 422 — 260 Other — 56,404 — — 66,572 — Total $ 1,600 $ 69,075 $ 290 $ 2,906 $ 82,253 $ 260 Summarized financial information for subsidiaries not consolidated as of and for the nine months ended September 30, 2018 and 2017 were as follows (information for two of the investees is reported on a one month lag, in thousands): 2018 2017 Net revenue $ 220,694 $ 369,336 Gross profit $ 71,365 $ 109,543 Income (loss) from continuing operations $ 34,805 $ (10,118 ) Net income (loss) $ 27,799 $ (31,453 ) Current assets $ 312,252 $ 317,786 Noncurrent assets $ 93,099 $ 189,278 Current liabilities $ 210,510 $ 197,855 Noncurrent liabilities $ 18,507 $ 152,879 Net Investment Income The major sources of net investment income were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Fixed maturity securities, available-for-sale at fair value $ 26,687 $ 14,951 $ 58,574 $ 44,426 Equity securities 1,501 578 2,763 1,827 Mortgage loans 1,971 447 4,824 1,475 Policy loans 316 289 873 878 Other invested assets 1,410 68 2,007 75 Gross investment income 31,885 16,333 69,041 48,681 External investment expense (175 ) (46 ) (265 ) (151 ) Net investment income $ 31,710 $ 16,287 $ 68,776 $ 48,530 Net Realized and Unrealized Gains (Losses) on Investments The major sources of net realized and unrealized gains and losses on investments were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Realized gains on fixed maturity securities $ 1,013 $ 125 $ 4,733 $ 3,510 Realized losses on fixed maturity securities (90 ) (42 ) (1,355 ) (959 ) Realized gains on equity securities 350 265 350 375 Realized losses on equity securities — — (26 ) (31 ) Net unrealized gains (losses) on equity securities (934 ) — (1,125 ) — Net unrealized gains (losses) on derivative instruments (212 ) 630 493 (41 ) Impairment loss (623 ) — (623 ) — Net realized and unrealized gains (losses) $ (496 ) $ 978 $ 2,447 $ 2,854 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 6. Fair Value of Financial Instruments Assets by Hierarchy Level Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): September 30, 2018 Fair Value Measurement Using: Total Level 1 Level 2 Level 3 Assets Fixed maturity securities U.S. Government and government agencies $ 28,558 $ 9,155 $ 17,131 $ 2,272 States, municipalities and political subdivisions 416,390 — 415,998 392 Residential mortgage-backed securities 100,677 — 53,828 46,849 Commercial mortgage-backed securities 60,370 — 34,522 25,848 Asset-backed securities 285,799 — 46,191 239,608 Corporate and other 2,093,649 7,010 1,955,642 130,997 Total fixed maturity securities 2,985,443 16,165 2,523,312 445,966 Equity securities Common stocks 63,298 56,592 — 6,706 Perpetual preferred stocks 153,855 7,402 89,421 57,032 Total equity securities 217,153 63,994 89,421 63,738 Derivatives 290 — — 290 Total assets accounted for at fair value $ 3,202,886 $ 80,159 $ 2,612,733 $ 509,994 Liabilities Warrant liability $ 4,018 $ — $ — $ 4,018 Contingent liability 1,763 — — 1,763 Other 738 — — 738 Total liabilities accounted for at fair value $ 6,519 $ — $ — $ 6,519 December 31, 2017 Fair Value Measurement Using: Total Level 1 Level 2 Level 3 Assets Fixed maturity securities U.S. Government and government agencies $ 15,722 $ 5,094 $ 10,628 $ — States, municipalities and political subdivisions 395,450 — 389,439 6,011 Foreign government 5,998 — 5,998 — Residential mortgage-backed securities 104,895 — 90,283 14,612 Commercial mortgage-backed securities 30,405 — 18,248 12,157 Asset-backed securities 147,926 — 14,184 133,742 Corporate and other 640,230 2,098 611,844 26,288 Total fixed maturity securities 1,340,626 7,192 1,140,624 192,810 Equity securities Common stocks 4,928 4,771 — 157 Perpetual preferred stocks 42,572 7,665 28,470 6,437 Total equity securities 47,500 12,436 28,470 6,594 Derivatives 260 — — 260 Total assets accounted for at fair value $ 1,388,386 $ 19,628 $ 1,169,094 $ 199,664 Liabilities Warrant liability $ 3,826 $ — $ — $ 3,826 Other 944 — — 944 Total liabilities accounted for at fair value $ 4,770 $ — $ — $ 4,770 The Company reviews the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. Availability of secondary market activity and consistency of pricing from third-party sources impacts the Company's ability to classify securities as Level 2 or Level 3. The Company’s assessment resulted in a net transfer into Level 3 of $31.2 million primarily related to structured securities during the nine months ended September 30, 2018 . The Company’s assessment resulted in a net transfer out of Level 3 of $57.0 million primarily related to structured securities during the nine months ended September 30, 2017 . The methods and assumptions the Company uses to estimate the fair value of assets and liabilities measured at fair value on a recurring basis are summarized below: Fixed Maturity Securities. The fair values of the Company’s publicly-traded fixed maturity securities are generally based on prices obtained from independent pricing services. Prices from pricing services are sourced from multiple vendors, and a vendor hierarchy is maintained by asset type based on historical pricing experience and vendor expertise. In some cases, the Company receives prices from multiple pricing services for each security, but ultimately uses the price from the pricing service highest in the vendor hierarchy based on the respective asset type. Consistent with the fair value hierarchy described above, securities with validated quotes from pricing services are generally reflected within Level 2, as they are primarily based on observable pricing for similar assets and/or other market observable inputs. If the Company ultimately concludes that pricing information received from the independent pricing service is not reflective of market activity, non-binding broker quotes are used, if available. If the Company concludes the values from both pricing services and brokers are not reflective of market activity, it may override the information from the pricing service or broker with an internally developed valuation, however, this occurs infrequently. Internally developed valuations or non-binding broker quotes are also used to determine fair value in circumstances where vendor pricing is not available. These estimates may use significant unobservable inputs, which reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset. Pricing service overrides, internally developed valuations and non-binding broker quotes are generally based on significant unobservable inputs and are reflected as Level 3 in the valuation hierarchy. The inputs used in the valuation of corporate and government securities include, but are not limited to, standard market observable inputs which are derived from, or corroborated by, market observable data including market yield curve, duration, call provisions, observable prices and spreads for similar publicly traded or privately traded issues that incorporate the credit quality and industry sector of the issuer. For structured securities, valuation is based primarily on matrix pricing or other similar techniques using standard market inputs including spreads for actively traded securities, spreads off benchmark yields, expected prepayment speeds and volumes, current and forecasted loss severity, rating, weighted average coupon, weighted average maturity, average delinquency rates, geographic region, debt-service coverage ratios and issuance-specific information including, but not limited to: collateral type, payment terms of the underlying assets, payment priority within the tranche, structure of the security, deal performance and vintage of loans. When observable inputs are not available, the market standard valuation techniques for determining the estimated fair value of certain types of securities that trade infrequently, and therefore have little or no price transparency, rely on inputs that are significant to the estimated fair value but that are not observable in the market or cannot be derived principally from or corroborated by observable market data. These unobservable inputs are sometimes based in large part on management judgment or estimation, and cannot be supported by reference to market activity. Even though unobservable, these inputs are based on assumptions deemed appropriate given the circumstances and are believed to be consistent with what other market participants would use when pricing such securities. The fair values of private placement securities are primarily determined using a discounted cash flow model. In certain cases, these models primarily use observable inputs with a discount rate based upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions, taking into account, among other factors, the credit quality and industry sector of the issuer and the reduced liquidity associated with private placements. Generally, these securities have been reflected within Level 3. For certain private fixed maturities, the discounted cash flow model may also incorporate significant unobservable inputs, which reflect the Company’s own assumptions about the inputs market participants would use in pricing the security. To the extent management determines that such unobservable inputs are not significant to the price of a security, a Level 2 classification is made. Otherwise, a Level 3 classification is used. Equity Securities. The balance consists principally of common and preferred stock of publicly and privately traded companies. The fair values of publicly traded equity securities are primarily based on quoted market prices in active markets and are classified within Level 1 in the fair value hierarchy. The fair values of preferred equity securities, for which quoted market prices are not readily available, are based on prices obtained from independent pricing services and these securities are generally classified within Level 2 in the fair value hierarchy. The fair value of common stock of privately held companies was determined using unobservable market inputs, including volatility and underlying security values and was classified as Level 3. Cash Equivalents. The balance consists of money market instruments, which are generally valued using unadjusted quoted prices in active markets that are accessible for identical assets and are primarily classified as Level 1. Various time deposits carried as cash equivalents are not measured at estimated fair value and, therefore, are excluded from the tables presented. Level 3 Measurements and Transfers The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the three and nine months ended September 30, 2018 and 2017 , respectively (in thousands): Total realized/unrealized gains (losses) included in Balance at June 30, 2018 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Assets Fixed maturity securities U.S. Government and government agencies $ — $ (11 ) $ (2 ) $ 2,285 $ — $ — $ — $ 2,272 States, municipalities and political subdivisions 409 (1 ) (16 ) — — — — 392 Residential mortgage-backed securities 12,267 42 (373 ) 33,726 (1,375 ) 2,562 — 46,849 Commercial mortgage-backed securities 22,051 (39 ) 18 2,086 (63 ) 1,795 — 25,848 Asset-backed securities 132,744 (39 ) (665 ) 116,833 (9,265 ) — — 239,608 Corporate and other 67,292 162 (832 ) 65,019 (9,780 ) 9,136 — 130,997 Total fixed maturity securities 234,763 114 (1,870 ) 219,949 (20,483 ) 13,493 — 445,966 Equity securities Common stocks 483 1,784 — 100 — 4,339 — 6,706 Perpetual preferred stocks 24,365 (350 ) — 32,007 — 1,010 — 57,032 Total equity securities 24,848 1,434 — 32,107 — 5,349 — 63,738 Derivatives 280 10 — — — — — 290 Total financial assets $ 259,891 $ 1,558 $ (1,870 ) $ 252,056 $ (20,483 ) $ 18,842 $ — $ 509,994 Total realized/unrealized (gains) losses included in Balance at June 30, 2018 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Liabilities Warrant liability $ 3,316 $ (120 ) $ — $ 822 $ — $ — $ — $ 4,018 Contingent liability — — — 1,763 — — — 1,763 Other 907 (169 ) — — — — — 738 Total financial liabilities $ 4,223 $ (289 ) $ — $ 2,585 $ — $ — $ — $ 6,519 Total realized/unrealized gains (losses) included in Balance at December 31, 2017 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Assets Fixed maturity securities U.S. Government and government agencies $ — $ (11 ) $ (2 ) $ 2,285 $ — $ — $ — $ 2,272 States, municipalities and political subdivisions 6,011 (1 ) (148 ) 121 — 418 (6,009 ) 392 Residential mortgage-backed securities 14,612 166 246 33,726 (6,642 ) 8,092 (3,351 ) 46,849 Commercial mortgage-backed securities 12,157 (118 ) (246 ) 12,362 (102 ) 1,795 — 25,848 Asset-backed securities 133,742 1,119 (3,941 ) 184,833 (73,211 ) — (2,934 ) 239,608 Corporate and other 26,288 207 (1,702 ) 94,033 (12,675 ) 24,846 — 130,997 Total fixed maturity securities 192,810 1,362 (5,793 ) 327,360 (92,630 ) 35,151 (12,294 ) 445,966 Equity securities Common stocks 157 1,661 — 100 — 4,788 — 6,706 Perpetual preferred stocks 6,437 105 — 46,950 — 3,540 — 57,032 Total equity securities 6,594 1,766 — 47,050 — 8,328 — 63,738 Derivatives 260 30 — — — — — 290 Total financial assets $ 199,664 $ 3,158 $ (5,793 ) $ 374,410 $ (92,630 ) $ 43,479 $ (12,294 ) $ 509,994 Total realized/unrealized (gains) losses included in Balance at December 31, 2017 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Liabilities Warrant liability $ 3,826 $ (630 ) $ — $ 822 $ — $ — $ — $ 4,018 Contingent liability — — — 1,763 — — — 1,763 Other 944 (206 ) — — — — — 738 Total financial liabilities $ 4,770 $ (836 ) $ — $ 2,585 $ — $ — $ — $ 6,519 Total realized/unrealized gains (losses) included in Balance at June 30, 2017 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Assets Fixed maturity securities States, municipalities and political subdivisions $ 7,511 $ (3 ) $ (100 ) $ 116 $ — $ — $ (1,632 ) $ 5,892 Residential mortgage-backed securities 18,486 21 22 — (921 ) 1,041 (868 ) 17,781 Commercial mortgage-backed securities 3,754 (4 ) 1 — (69 ) 8,620 — 12,302 Asset-backed securities 119,598 97 572 15,780 (23,947 ) 1,065 — 113,165 Corporate and other 20,539 (5 ) (1,202 ) 4,310 (15 ) 9,294 (1,423 ) 31,498 Total fixed maturity securities 169,888 106 (707 ) 20,206 (24,952 ) 20,020 (3,923 ) 180,638 Equity securities Common stocks 2,090 — — — — 280 — 2,370 Perpetual preferred stocks — — — — 6,101 — 6,101 Total equity securities 2,090 — — — — 6,381 — 8,471 Derivatives 2,155 9 — — — — — 2,164 Total financial assets $ 174,133 $ 115 $ (707 ) $ 20,206 $ (24,952 ) $ 26,401 $ (3,923 ) $ 191,273 Total realized/unrealized (gains) losses included in Balance at June 30, 2017 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Liabilities Warrant liability $ 4,091 $ (1,000 ) $ — $ — $ — $ — $ — $ 3,091 Contingent liability 11,730 (6,321 ) — — — — — 5,409 Other 1,042 284 — — — — — 1,326 Total financial liabilities $ 16,863 $ (7,037 ) $ — $ — $ — $ — $ — $ 9,826 Total realized/unrealized gains (losses) included in Balance at December 31, 2016 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Assets Fixed maturity securities U.S. Government and government agencies $ 32 $ — $ — $ — $ (17 ) $ — $ (15 ) $ — States, municipalities and political subdivisions 5,690 (2 ) (144 ) 344 — 1,636 (1,632 ) 5,892 Residential mortgage-backed securities 55,954 (720 ) 901 3,465 (7,283 ) 3,203 (37,739 ) 17,781 Commercial mortgage-backed securities 43,018 111 76 — (10,083 ) 8,620 (29,440 ) 12,302 Asset-backed securities 73,217 1,147 880 97,051 (48,461 ) 1,065 (11,734 ) 113,165 Corporate and other 20,366 (3,329 ) 3,670 12,244 (4,133 ) 10,606 (7,926 ) 31,498 Total fixed maturity securities 198,277 (2,793 ) 5,383 113,104 (69,977 ) 25,130 (88,486 ) 180,638 Equity securities Common stocks 4,576 (2,842 ) 356 — — 280 — 2,370 Perpetual preferred stocks — — — — — 6,101 — 6,101 Total equity securities 4,576 (2,842 ) 356 — — 6,381 — 8,471 Derivatives 3,813 (1,649 ) — — — — — 2,164 Total financial assets $ 206,666 $ (7,284 ) $ 5,739 $ 113,104 $ (69,977 ) $ 31,511 $ (88,486 ) $ 191,273 Total realized/unrealized (gains) losses included in Balance at December 31, 2016 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Liabilities Warrant liability $ 4,058 $ (967 ) $ — $ — $ — $ — $ — $ 3,091 Contingent liability 11,411 (6,002 ) — — — — — 5,409 Other 816 510 — — — — — 1,326 Total financial liabilities $ 16,285 $ (6,459 ) $ — $ — $ — $ — $ — $ 9,826 Internally developed fair values of Level 3 assets represent less than 1% of the Company’s total assets. Any justifiable changes in unobservable inputs used to determine internally developed fair values would not have a material impact on the Company’s financial position. Fair Value of Financial Instruments Not Measured at Fair Value The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis. The table excludes carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, and other assets and liabilities approximate fair value due to relatively short periods to maturity (in thousands): September 30, 2018 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Mortgage loans $ 87,308 $ — $ — $ — $ — Policy loans 20,324 20,324 — 20,324 — Other invested assets 1,600 1,600 — — 1,600 Total assets not accounted for at fair value $ 109,232 $ 21,924 $ — $ 20,324 $ 1,600 Liabilities Annuity benefits accumulated (1) $ 244,021 $ 241,688 $ — $ — $ 241,688 Debt obligations (2) 660,041 663,383 — 663,383 — Total liabilities not accounted for at fair value $ 904,062 $ 905,071 $ — $ 663,383 $ 241,688 December 31, 2017 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Mortgage loans $ 52,109 $ 52,110 $ — $ — $ 52,110 Policy loans 17,944 17,944 — 17,944 — Other invested assets 2,906 3,757 — — 3,757 Total assets not accounted for at fair value $ 72,959 $ 73,811 $ — $ 17,944 $ 55,867 Liabilities Annuity benefits accumulated (1) $ 243,156 $ 240,361 $ — $ — $ 240,361 Debt obligations (2) 544,211 552,413 — 552,413 — Total liabilities not accounted for at fair value $ 787,367 $ 792,774 $ — $ 552,413 $ 240,361 (1) Excludes life contingent annuities in the payout phase. (2) Excludes certain lease obligations accounted for under ASC 840, Leases . Mortgage Loans on Real Estate. The fair value of mortgage loans on real estate is estimated by discounting cash flows, both principal and interest, using current interest rates for mortgage loans with similar credit ratings and similar remaining maturities. As such, inputs include current treasury yields and spreads, which are based on the credit rating and average life of the loan, corresponding to the market spreads. The valuation of mortgage loans on real estate is considered Level 3 in the fair value hierarchy. Policy Loans. The policy loans are reported at the unpaid principal balance and carry a fixed interest rate. The Company determined that the carrying value approximates fair value because (i) policy loans present no credit risk as the amount of the loan cannot exceed the obligation due upon the death of the insured or surrender of the underlying policy; (ii) there is no active market for policy loans (i.e., there is no commonly available exit price to determine the fair value of policy loans in the open market); (iii) policy loans are intricately linked to the underlying policy liability and, in many cases, policy loan balances are recovered through offsetting the loan balance against the benefits paid under the policy; and (iv) policy loans can be repaid by policyholders at any time, and this prepayment uncertainty reduces the potential impact of a difference between amortized cost (carrying value) and fair value. The valuation of policy loans is considered Level 2 in the fair value hierarchy. Annuity Benefits Accumulated. The fair value of annuity benefits was determined using the surrender values of the annuities and classified as Level 3. Long-term Obligations. The fair value of the Company’s long-term obligations was determined using Bloomberg Valuation Service BVAL. The methodology combines direct market observations from contributed sources with quantitative pricing models to generate evaluated prices and classified as Level 2. |
Accounts Receivable, net
Accounts Receivable, net | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Accounts Receivable, net | 7. Accounts Receivable, net Accounts receivable, net consist of the following (in thousands): September 30, 2018 December 31, 2017 Contracts in progress $ 183,584 $ 167,809 Trade receivables 102,129 106,937 Unbilled retentions 65,597 50,957 Other receivables 3,780 476 Allowance for doubtful accounts (4,226 ) (3,733 ) Total accounts receivable, net $ 350,864 $ 322,446 |
Recoverable from Reinsurers
Recoverable from Reinsurers | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Recoverable from Reinsurers | 8. Recoverable from Reinsurers Recoverable from reinsurers consists of the following (in thousands): September 30, 2018 December 31, 2017 Reinsurer A.M. Best Rating Amount % of Total Amount % of Total Hannover Life Reassurance Company of America A+ $ 338,438 25.9 % $ 336,852 64.0 % Munich American Reassurance Company A+ 331,390 25.4 % — — % ManhattanLife Assurance Company of America B+ 278,339 21.3 % — — % Loyal American Life Insurance Company A 144,246 11.1 % 140,552 26.7 % General Re Life Corporation A++ 142,411 10.9 % — % Great American Life Insurance Company A 52,997 4.1 % 48,933 9.3 % Other 17,217 1.3 % — — % Total $ 1,305,038 100.0 % $ 526,337 100.0 % During the three months ended September 30, 2018, CGI recaptured one of their reinsurance treaties and received $158.5 million of cash, reduced its ceded reinsurance by $140.8 million , recognizing a gain of $17.7 million , included in Other income (expenses), net . |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | 9. Property, Plant and Equipment, net Property, plant and equipment consists of the following (in thousands): September 30, 2018 December 31, 2017 Land $ 31,315 $ 30,313 Building and leasehold improvements 39,828 34,632 Plant and transportation equipment 9,721 6,631 Cable-ships and submersibles 253,652 251,840 Equipment, furniture and fixtures, and software 143,056 127,409 Construction in progress 8,811 19,927 486,383 470,752 Less: Accumulated depreciation 116,612 96,092 Total $ 369,771 $ 374,660 Depreciation expense was $11.9 million and $9.1 million for the three months ended September 30, 2018 and 2017 , respectively. These amounts included $1.8 million and $1.3 million of depreciation expense within cost of revenue for the three months ended September 30, 2018 and 2017 , respectively. Depreciation expense was $34.2 million and $25.9 million for the nine months ended September 30, 2018 and 2017 , respectively. These amounts included $5.1 million and $3.8 million of depreciation expense within cost of revenue for the nine months ended September 30, 2018 and 2017 , respectively. Total net book value of equipment, cable-ships, and submersibles under capital leases consisted of $40.6 million and $45.3 million as of September 30, 2018 and December 31, 2017 , respectively. |
Goodwill and Intangibles, net
Goodwill and Intangibles, net | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles, net | 10. Goodwill and Intangibles, net Goodwill The changes in the carrying amount of goodwill by segment were as follows (in thousands): Construction Marine Services Energy Telecom Insurance Life Sciences Broadcasting Other Total Balance at December 31, 2017 $ 38,607 $ 14,251 $ 2,122 $ 3,378 $ 47,290 $ 3,620 $ 20,678 $ 1,795 $ 131,741 Measurement period adjustment — — — — — — 725 — 725 Disposition — — — — — (3,620 ) — (1,795 ) (5,415 ) Balance at September 30, 2018 $ 38,607 $ 14,251 $ 2,122 $ 3,378 $ 47,290 $ — $ 21,403 $ — $ 127,051 An interim goodwill impairment evaluation was performed on each reporting unit as of September 30, 2018 . After considering all quantitative and qualitative factors, the Company has determined that it is more likely than not that the reporting units' fair values exceed carrying values as of the period end. Through the sale of BeneVir in the second quarter of 2018, $3.6 million of goodwill was deconsolidated. See Note 4. Acquisitions, Dispositions, and Deconsolidations , for additional detail regarding our acquisitions and dispositions. Through the deconsolidation of 704Games in the third quarter of 2018, $1.8 million of goodwill was deconsolidated. See Note 4. Acquisitions, Dispositions, and Deconsolidations , for additional detail regarding our acquisitions and dispositions. Indefinite-lived Intangible Assets Balances of indefinite-lived intangible assets as of September 30, 2018 and December 31, 2017 were as follows (in thousands): September 30, 2018 December 31, 2017 State licenses $ 2,450 $ 2,450 FCC licenses and Channel share arrangements 119,981 76,490 Developed technology — 6,392 Total $ 122,431 $ 85,332 Through the sale of BeneVir, $6.4 million of developed technology were sold to a third party. See Note 4. Acquisitions, Dispositions, and Deconsolidations for additional detail regarding our acquisitions and dispositions. The Broadcasting segment strategically acquires assets across the United States, which results in the recording of FCC licenses. Providing the Company acts within the requirements and constraints of the regulatory authorities, the renewal and extension of these licenses is reasonably certain at minimal costs. Accordingly, we have concluded that the acquired FCC licenses are indefinite-lived intangible assets. In 2018, FCC licenses and channel sharing arrangements increased $43.5 million , $44.2 million through acquisitions, offset by $0.6 million of measurement period adjustments and $0.1 million of impairments, driven by licenses dismissed by the FCC. Definite Lived Intangible Assets The gross carrying amount and accumulated amortization of amortizable intangible assets by major intangible asset class is as follows: Weighted-Average Original Useful Life September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 11 Years $ 13,981 $ (5,484 ) $ 8,497 $ 13,981 $ (4,527 ) $ 9,454 Customer relationships 12 Years 21,657 (6,137 ) 15,520 21,657 (4,681 ) 16,976 Developed technology 5 Years 1,184 (1,184 ) — 3,823 (3,601 ) 222 Other 4 Years 5,444 (841 ) 4,603 5,374 (253 ) 5,121 Total $ 42,266 $ (13,646 ) $ 28,620 $ 44,835 $ (13,062 ) $ 31,773 Amortization expense for definite lived intangible assets for the three months ended September 30, 2018 and 2017 was $1.1 million and $1.4 million , respectively, and was included in Depreciation and amortization in the Condensed Consolidated Statements of Operations. Amortization expense for definite lived intangible assets for the nine months ended September 30, 2018 and 2017 was $3.2 million and $4.1 million , respectively, and was included in Depreciation and amortization in the Condensed Consolidated Statements of Operations. Excluding the impact of any future acquisitions, dispositions or change in foreign currency, the Company estimates the annual amortization expense of amortizable intangible assets for the next five fiscal years will be as follows: Fiscal Year Estimated Amortization Expense 2019 $ 3,907 2020 $ 3,771 2021 $ 3,545 2022 $ 3,448 2023 $ 3,320 |
Life, Accident and Health Reser
Life, Accident and Health Reserves | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Life, Accident and Health Reserves | 11. Life, Accident and Health Reserves Life, accident and health reserves consist of the following (in thousands): September 30, 2018 December 31, 2017 Long-term care insurance reserves $ 4,115,726 $ 1,453,442 Traditional life insurance reserves 318,996 99,951 Other accident and health insurance reserves 272,678 140,568 Total life, accident and health reserves $ 4,707,400 $ 1,693,961 The following table sets forth changes in the liability for claims for the portion of our long-term care insurance reserves in scope of the ASU 2015-09 disclosure requirements (in thousands): Nine Months Ended September 30, 2018 2017 Beginning balance $ 243,456 $ 226,970 Less: recoverable from reinsurers (100,611 ) (97,858 ) Beginning balance, net 142,845 129,112 Incurred related to insured events of: Current year 54,455 44,611 Prior years 6,053 (1,449 ) Total incurred 60,508 43,162 Paid related to insured events of: Current year (3,927 ) (4,054 ) Prior years (36,868 ) (30,505 ) Total paid (40,795 ) (34,559 ) Interest on liability for policy and contract claims 4,128 3,639 Reserve for business acquired during the current period 341,211 — Ending balance, net 507,897 141,354 Add: recoverable from reinsurers 159,055 115,176 Ending balance $ 666,952 $ 256,530 The Insurance segment experienced an unfavorable claims reserve development of $6.1 million and a favorable claims reserve development of $1.4 million for the nine months ended September 30, 2018 and 2017 , respectively. In 2018 the incurred amount of unfavorable claims related to insured events of prior years is the result of policyholder behavior, where claimants were delaying the reporting of their claims more than in recent history. There has also been a variance in the claim termination rates experienced in 2018 relative to 2017 and prior years that is increasing the incurred amount related to insured events of prior years. The reserve sufficiency in 2017 is being driven by claim terminations as the result of policyholder deaths that released significant reserves which is attributable to the normal volatility in the reserves, due to the number of claims that are currently open. |
Accounts Payable and Other Curr
Accounts Payable and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Other Current Liabilities | 12. Accounts Payable and Other Current Liabilities Accounts payable and other current liabilities consist of the following (in thousands): September 30, 2018 December 31, 2017 Accounts payable $ 111,625 $ 119,236 Accrued expenses and other current liabilities 106,502 99,489 Accrued interconnection costs 72,268 73,383 Accrued payroll and employee benefits 39,486 44,312 Accrued interest 19,328 4,636 Accrued income taxes 4,007 6,436 Total accounts payable and other current liabilities $ 353,216 $ 347,492 |
Debt Obligations
Debt Obligations | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 13. Debt Obligations Debt obligations consist of the following (in thousands): September 30, 2018 December 31, 2017 Corporate 11.0% Senior Secured Notes due in 2019 $ 510,000 $ 400,000 Construction LIBOR plus 2.50% Line of Credit 10,000 — LIBOR plus 2.25% Notes, due in 2024 4,713 6,738 LIBOR plus 1.50% Line of Credit 37,312 19,670 Marine Services Notes payable and revolving lines of credit, various maturity dates 28,145 23,748 Obligations under capital leases 42,178 48,500 Energy 4.50% Note due in 2022 11,619 12,454 5.00% Term Loan due in 2022 12,731 13,706 Other, various maturity dates 3,410 4,363 Life Sciences 11.0% Notes, various maturity dates 1,475 1,750 Broadcasting LIBOR plus applicable margin Bridge Note, due in 2018 — 60,000 8.50% Note due 2019 35,000 — Other, various maturity dates 9,993 10,135 Other Notes payable, various maturity dates — 54 Total 706,576 601,118 Issuance discount, net and deferred financing costs (4,356 ) (7,946 ) Debt obligations $ 702,220 $ 593,172 Non-operating corporate On May 7, 2018, the Company closed on $110.0 million aggregate principal amount of 11.0% Senior Secured Notes due 2019 (the “Notes”). The Notes were issued at a price of 102.0% of principal amount, which resulted in a premium of $2.2 million . The Company used the net proceeds from the issuance of the Notes to refinance the outstanding bridge loan (the "Bridge Loan") at our Broadcasting segment. Construction DBMG Credit Facilities DBMG has a Credit and Security Agreement ("DBMG Facility") with Wells Fargo Credit, Inc. ("Wells Fargo"). Under the initial terms of the agreement, Wells Fargo agreed to advance up to a maximum amount of $50.0 million to DBMG, including up to $14.5 million of letters of credit (the "Revolving Line"). The Revolving Line had a floating interest rate based on LIBOR plus 2.0% , required monthly interest payments, and matured in April 2019. The DBMG Facility allows for the issuance by DBMG of additional loans in the form of notes of up to $10.0 million ("Real Estate Term Advance"), at LIBOR plus 2.5% and the issuance of a note payable of up to $15.0 million , ("Real Estate Term Advance 2") at LIBOR plus 2.5% , each as separate tranches of debt under the DBMG Facility. The DBMG Facility was amended effective April 5, 2018, modifying the Revolving Line by increasing the maximum advance amount to $70.0 million , modifying the floating interest rate to LIBOR plus 1.5% and extending the maturity date through March 31, 2023. The amendment also created a $17.0 million long-term tranche under the $70.0 million Revolving Line with a maturity date of May 31, 2025. Additionally, The Real Estate Term Advance and Real Estate Advance 2 interest rates were modified to LIBOR plus 2.25% with a maturity date of April 30, 2024. Should the DBMG Facility not be renewed at the Revolving Line maturity date of March 31, 2023, all outstanding balances become immediately due. On July 24, 2018, the DBMG Facility was amended, increasing the availability of the borrowing base allowing DBMG to borrow an additional $10.0 million of the $70.0 million total line and bearing interest at LIBOR plus 2.5% . The temporary borrowing base increase and related interest had an initial maturity date of October 23, 2018. On October 23, 2018 the maturity date was extended to November 23, 2018. As of September 30, 2018, DBMG had drawn $37.3 million under the Revolving Line and $10.0 million of additional borrowing base from the July amendment, and had $8.5 million in outstanding letters of credit issued under the DBMG Facility, of which zero has been drawn. At September 30, 2018 there was $2.3 million outstanding under the Real Estate Term Advance and $2.4 million of borrowings outstanding under the Real Estate Term Advance 2. Marine Services On April 4, 2018, GMSL entered into a 7.49% fixed interest only loan, due April 3, 2019, with Shawbrook Bank Limited for £7.2 million , or approximately $9.4 million ("Shawbrook Loan"), the net proceeds used to fund capital expenditures, being mainly upgrades to cable ships, and working capital requirements on installation contracts. On September 21, 2018, GMSL refinanced the Shawbrook Loan, extending the principal balance to £11.0 million , or approximately $14.4 million , and extending the maturity date to September 20, 2019. The net proceeds were used to pay the principal balance of the original Shawbrook loan and repay the debt associated with the purchase of the Fugro trenching business acquisition. As part of the Fugro trenching business acquisition in 2017, GMSL issued to Fugro a $7.5 million secured loan, which bears interest, payable quarterly, at 4% per annum through January 11, 2018, and at 10% per annum thereafter, and matures 363 days following the acquisition. In September 2018, GMSL repaid the note in full. Insurance In July 2018, in connection with the signed agreement to purchase the long-term care block of Humana, CGI obtained a three month surplus note (the "Surplus Note") from Humana, issued July 17, 2018 and due September 14, 2018, in the amount of $32.0 million . The Surplus Note was paid in its entirety full on August 17, 2018. Broadcasting On February 4, 2018, the Broadcasting segment entered into a First Amendment to the $75.0 million Bridge Loan to finance acquisitions in the LPTV distribution market. The First Amendment to the Bridge Loan extends the agreement to add an additional $27.0 million in principal borrowing capacity to the existing credit agreement. On February 6, 2018, the Broadcasting segment borrowed $42.0 million in principal amount of the Bridge Loan at LIBOR plus applicable margin, the net proceeds used to finance certain acquisitions, to pay fees, costs and expenses relating to the Bridge Loan, and for general corporate purposes. The Bridge Loan of $102.0 million was repaid as part of the May 7, 2018 HC2 financing transaction. As part of the transaction, the Broadcasting segment recorded a loss on extinguishment of debt of $2.5 million , which was recorded in Other income (expenses), net in the Condensed Consolidated Financial Statements. On August 7, 2018, certain subsidiaries of the Broadcasting segment entered into several financing transactions, generating approximately $38.1 million of proceeds. Included in these financing transactions were HC2 Station Group, Inc.'s, and LPTV's issuance of a $35.0 million 364 -day Secured Note (the “Secured Note”) to certain institutional investors. The Secured Note bears interest at a rate of 8.50% , payable at maturity. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes Income Tax (Expense) Benefit The Company used the Annual Effective Tax Rate ("ETR") approach of ASC 740-270, Interim Reporting, to calculate its 2018 interim tax provision. Income tax was a benefit of $9.2 million and an expense of $12.9 million for the three months ended September 30, 2018 and 2017 , respectively. The income tax benefit recorded for the three months ended September 30, 2018 relates to the Insurance segment's acquisition of Humana’s long term care business, KIC. The combined insurance entity is projecting a net operating loss for the year due to deductions for actuarial reserve strengthening recorded in the current period. Income tax expense previously recorded was reversed in the current period resulting in a benefit. No additional income tax benefit for the combined insurance entity was recorded as it is in a cumulative loss position and a valuation allowance continues to be maintained against deferred tax assets we do not believe it is more-likely-than-not will be realized. The income tax expense recorded for the three months ended September 30, 2017 relates primarily to the appreciation of investments and the mix of income and losses by taxpaying entities, including the Insurance segment which generated income in the third quarter of 2017 as a result of the release in reserves. Income tax was an expense of $1.9 million and $16.2 million for the nine months ended September 30, 2018 and 2017 , respectively. The income tax expense recorded for the nine months ended September 30, 2018 relates to the projected expense as calculated under ASC 740 for taxpaying entities. Additionally, previously recorded tax expense has been reversed as a result of the Insurance segment’s acquisition of Humana’s long term care business, KIC. The combined insurance entity is projecting a net operating loss for the year due to deductions for actuarial reserve strengthening recorded in the current period. Continental General Insurance Company is now expecting a significantly lower income tax expense for the year. No additional income tax benefit for the combined insurance entity was recorded as it is in a cumulative loss position and a valuation allowance continues to be maintained against deferred tax assets we do not believe it is more-likely-than-not will be realized. The income tax expense generated from the sale of BeneVir in the second quarter of 2018 is offset by tax attributes for which a valuation allowance had been recorded. Therefore, there is no net income tax expense recorded in the income statement for the sale. Additionally, the tax benefits associated with losses generated by the H2 Holdings, Inc. U.S. consolidated income tax return and certain businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. The income tax expense recorded for September 30, 2017 relates to the projected expense as calculated under ASC 740 for taxpaying entities. Additionally, the tax benefits associated with losses generated by the HC2 Holdings, Inc. U.S. consolidated income tax return and certain other businesses have been reduced by a full valuation allowance as we do not believe it is more-likely-than-not that the losses will be utilized prior to expiration. As a result of the enactment of Public Law 115-97, known informally as the Tax Cuts and Jobs Act (TCJA) on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 ("SAB 118") to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the TCJA. SAB 118 provides that the measurement period is complete when a company’s accounting is complete, but should not extend beyond one year from the enactment date. During the nine months ended September 30, 2018, the Company has not recorded any measurement period adjustments to the provisional estimate recorded at December 31, 2017 for the TCJA. The accounting for the impact of the TCJA is expected to be completed by the fourth quarter of 2018. For the calendar year beginning January 1, 2018, we are subject to several provisions of the TCJA including computations under Global Intangible Low Taxed Income (GILTI), Base Erosion and Anti-Abuse Tax (BEAT), and the interest limitation rules and we included the impact of each of these provisions in our overall tax expense for the nine months ended September 30, 2018. The Company will continue to refine these calculations as we gather additional information and additional interpretive guidance is issued. NOL Limitation As of December 31, 2017, the Company has a U.S. net operating loss carryforward available to reduce future taxable income in the amount of $108.7 million , of which $77.7 million is subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company expects to utilize a portion of the U.S. net operating loss carryforwards in 2018 as a result of the sale of BeneVir. Additionally, the Company has $108.3 million of U.S. net operating loss carryforwards from its subsidiaries that do not qualify to be included in the HC2 Holdings, Inc. U.S. consolidated income tax return. Unrecognized Tax Benefits The Company follows the provision of ASC 740-10, Income Taxes, which prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that the Company has taken or expects to take on a tax return. The Company is subject to challenge from various taxing authorities relative to certain tax planning strategies, including certain intercompany transactions as well as regulatory taxes. Examinations The Company conducts business globally, and as a result, the Company or one or more of its subsidiaries files income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world. The open tax years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the applicability of income tax credits for the relevant tax period. Given the nature of tax audits there is a risk that disputes may arise. Tax years 2002 - 2017 remain open for examination. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Litigation The Company is subject to claims and legal proceedings that arise in the ordinary course of business. Such matters are inherently uncertain, and there can be no guarantee that the outcome of any such matter will be decided favorably to the Company or that the resolution of any such matter will not have a material adverse effect upon the Company’s Consolidated Financial Statements. The Company does not believe that any of such pending claims and legal proceedings will have a material adverse effect on its Consolidated Financial Statements. The Company records a liability in its Consolidated Financial Statements for these matters when a loss is known or considered probable and the amount can be reasonably estimated. The Company reviews these estimates each accounting period as additional information is known and adjusts the loss provision when appropriate. If a matter is both probable to result in a liability and the amounts of loss can be reasonably estimated, the Company estimates and discloses the possible loss or range of loss to the extent necessary for its Consolidated Financial Statements not to be misleading. If the loss is not probable or cannot be reasonably estimated, a liability is not recorded in its Consolidated Financial Statements. CGI Producer Litigation On November 28, 2016, CGI, a subsidiary of the Company, Great American Financial Resource, Inc. ("GAFRI"), American Financial Group, Inc., and CIGNA Corporation were served with a putative class action complaint filed by John Fastrich and Universal Investment Services, Inc. in The United States District Court for the District of Nebraska alleging breach of contract, tortious interference with contract and unjust enrichment. The plaintiffs contend that they were agents of record under various CGI policies and that CGI allegedly instructed policyholders to switch to other CGI products and caused the plaintiffs to lose commissions, renewals, and overrides on policies that were replaced. The complaint also alleges breach of contract claims relating to allegedly unpaid commissions related to premium rate increases implemented on certain long-term care insurance policies. Finally, the complaint alleges breach of contract claims related to vesting of commissions. On August 21, 2017 the Court dismissed the plaintiffs’ tortious interference with contract claim. CGI believes that the remaining allegations and claims set forth in the complaint are without merit and intends to vigorously defend against them. The case was set for voluntary mediation, which occurred on January 26, 2018. The Court stayed discovery pending the outcome of the mediation. On February 12, 2018, the parties notified the Court that mediation did not resolve the case and that the parties’ discussions regarding a possible settlement of the action were still ongoing. The Court held a status conference on March 22, 2018, during which the parties informed the Court that settlement negotiations remain ongoing. Nonetheless, the Court entered a scheduling order setting the case for trial during the week of October 15, 2019. Meanwhile, the parties’ continued settlement negotiations led to a tentative settlement. The parties are in the process of preparing a formal settlement agreement, which will be subject to Court approval. Further, the Company and CGI are seeking defense costs and indemnification for plaintiffs’ claims from GAFRI and Continental General Corporation ("CGC") under the terms of an Amended and Restated Stock Purchase Agreement ("SPA") related to the Company’s acquisition of CGI in December 2015. GAFRI and CGC rejected CGI’s demand for defense and indemnification and, on January 18, 2017, the Company and CGI filed a Complaint against GAFRI and CGC in the Superior Court of Delaware seeking a declaratory judgment to enforce their indemnification rights under the SPA. On February 23, 2017, GAFRI answered CGI’s complaint, denying the allegations. The dispute is ongoing and CGI intends to continue to pursue its right to a defense and indemnity under the SPA regardless of the tentative settlement in the class action. Meanwhile, the parties are currently involved in settlement negotiations. VAT assessment On February 20, 2017, and on August 15, 2017, the Company's subsidiary, ICS, received notices from Her Majesty’s Revenue and Customs office in the U.K. (the "HMRC") indicating that it was required to pay certain Value-Added Taxes ("VAT") for the 2015 and 2016 tax years. ICS disagrees with HMRC’s assessments on technical and factual grounds and intends to dispute the assessed liabilities and vigorously defend its interests. We do not believe the assessment to be probable and expect to prevail based on the facts and merits of our existing VAT position. DBMG Class Action On November 6, 2014, a putative stockholder class action complaint challenging the tender offer by which HC2 acquired approximately 721,000 of the outstanding common shares of DBMG was filed in the Court of Chancery of the State of Delaware, captioned Mark Jacobs v. Philip A. Falcone, Keith M. Hladek, Paul Voigt, Michael R. Hill, Rustin Roach, D. Ronald Yagoda, Phillip O. Elbert, HC2 Holdings, Inc., and Schuff International, Inc., Civil Action No. 10323 (the "Complaint"). On November 17, 2014, a second lawsuit was filed in the Court of Chancery of the State of Delaware, captioned Arlen Diercks v. Schuff International, Inc. Philip A. Falcone, Keith M. Hladek, Paul Voigt, Michael R. Hill, Rustin Roach, D. Ronald Yagoda, Phillip O. Elbert, HC2 Holdings, Inc., Civil Action No. 10359. On February 19, 2015, the court consolidated the actions (now designated as Schuff International, Inc. Stockholders Litigation) and appointed lead plaintiff and co-lead plaintiffs' counsel. The currently operative complaint was filed by Mark Jacobs. The pending complaint alleges, among other things, that in connection with the tender offer, the individual members of the DBMG Board of Directors and HC2, the controlling stockholder of DBMG, breached their fiduciary duties to members of the plaintiff class. Plaintiffs also assert that HC2 should be required to complete a short-form merger based upon plaintiffs' expectation that the Company would cash out the remaining public stockholders of DBMG following the completion of the tender offer. The complaint seeks rescission of the tender offer and/or compensatory damages, as well as attorney’s fees and other relief. The defendants filed answers to the complaint on July 30, 2015. The parties have been exploring alternative frameworks for a potential settlement. There can be no assurance that a settlement will be finalized or that the Delaware Courts would approve such a settlement even if the parties enter into a settlement agreement. If a settlement cannot be reached, the Company believes it has meritorious defenses and intends to vigorously defend this matter. Global Marine Dispute GMSL is in dispute with Alcatel-Lucent Submarine Networks Limited ("ASN") related to a Marine Installation Contract between the parties, dated March 11, 2016 (the "ASN Contract"). Under the ASN Contract, GMSL's obligations were to install and bury an optical fiber cable in Prudhoe Bay, Alaska. As of the date hereof, neither party has commenced legal proceedings. Pursuant to the ASN Contract any such dispute would be governed by English law and would be required to be brought in the English courts in London. ASN has alleged that GMSL committed material breaches of the ASN Contract, which entitles ASN to terminate the ASN Contract, take over the work themselves, and claim damages for their losses arising as a result of the breaches. The alleged material breaches include failure to use appropriate equipment and procedures to perform the work and failure to accurately estimate the amount of weather downtime needed. ASN has indicated to GMSL it has incurred $38.2 million in damages and $1.2 million in liquidated damages for the period from September 2016 to October 2016, plus interest and costs. GMSL believes that it has not breached the terms and conditions of the contract and also believes that ASN has not properly terminated the contract in a manner that would allow it to make a claim. However, ASN has ceased making payments to GMSL and as of September 30, 2018 , the total sum of GMSL invoices raised and issued are $17.0 million , of which $8.1 million were settled by ASN and the balance of $8.9 million remains at risk. We believe that the allegations and claims by ASN are without merit, and that ASN is required to make all payments under unpaid invoices and we intend to defend our interests vigorously. Tax Matters Currently, the Canada Revenue Agency ("CRA") is auditing a subsidiary previously held by the Company. The Company intends to cooperate in audit matters. To date, CRA has not proposed any specific adjustments and the audit is ongoing. |
Employee Retirement Plans
Employee Retirement Plans | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Employee Retirement Plans | 16. Employee Retirement Plans The following table presents the components of Net periodic benefit cost for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Service cost - benefits earning during the period $ — $ — $ — $ — Interest cost on projected benefit obligation 1,344 1,403 4,033 4,209 Expected return on assets (1,901 ) (1,921 ) (5,702 ) (5,764 ) Actuarial gain — — — — Foreign currency gain (loss) (24 ) 7 (72 ) 22 Net periodic benefit cost (income) $ (581 ) $ (511 ) $ (1,741 ) $ (1,533 ) For the nine months ended September 30, 2018 , $2.6 million of contributions have been made to the Company's pension plans, comprising $1.5 million of fixed contributions and $1.1 million of profit-related contributions (based on 2015 profits). The Company anticipates contributing an additional $1.6 million during 2018, comprising $1.2 million of fixed contributions and $0.4 million of profit-related contributions (based on 2016 profits). Under a revised deficit recovery plan agreed between GMSL and the trustees of GMSL's pension plan dated March 20, 2018, which was subsequently submitted to the UK government’s Pension Regulator, contributions of approximately $13.1 million deferred from 2016 and 2017 due in December 2017 have been further deferred. To support this deferral, the Company has provided secured assets in the form of the CWind Phantom crew transfer vessel and two trenchers. Consistent with earlier recovery plans, the revised deficit recovery plan comprises three elements: fixed contributions, variable contributions (profit-related element) and variable contributions (dividend-related element), though the amounts and some definitions have been modified. The fixed contributions, payable in installments, comprise approximately $2.7 million in 2018, approximately $6.8 million in 2019, approximately $7.1 million in 2020, approximately $7.2 million in 2021 and approximately $3.1 million in 2022. The variable contributions (profit-related element) are calculated as 10% of GMSL's audited operating profit and paid two years in arrears in December each year from 2018. The variable contributions (dividend-related) equate to 50% of any future dividend paid by GMSL. |
Share-based Compensation
Share-based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | 17. Share-based Compensation On April 11, 2014, HC2’s Board of Directors adopted the HC2 Holdings, Inc. Omnibus Equity Award Plan (the "2014 Plan"), which was originally approved at the annual meeting of stockholders held on June 12, 2014. On April 21, 2017, the Board of Directors, subject to stockholder approval, adopted the Amended and Restated 2014 Omnibus Equity Award Plan (the "Amended 2014 Plan"). The Amended 2014 Plan was approved by HC2's stockholders at the annual meeting of stockholders held on June 14, 2017. Subject to adjustment as provided in the Amended 2014 Plan, the Amended 2014 Plan authorized the issuance of 3,500,000 shares of common stock of HC2, plus any shares that again become available for awards under the 2014 Plan. On April 20, 2018, the Board of Directors, subject to stockholder approval, adopted the Second Amended and Restated 2014 Omnibus Equity Award Plan (the "Second A&R 2014 Plan"). The Second A&R 2014 Plan was approved by HC2's stockholders at the annual meeting of stockholders held on June 13, 2018. Subject to adjustment as provided in the Second A&R 2014 Plan, the Second A&R 2014 Plan authorizes the issuance of up to 3,500,000 shares of common stock of HC2 plus any shares that again become available for awards under the 2014 Plan or the Amended 2014 Plan. The Second A&R 2014 Plan provides that no further awards will be granted pursuant to the Amended 2014 Plan. However, awards previously granted under either the 2014 Plan or the Amended 2014 Plan will continue to be subject to and governed by the terms of the 2014 Plan and Amended 2014 Plan, respectively. The Compensation Committee of HC2's Board of Directors administers the 2014 Plan, the Amended 2014 Plan and the Second A&R 2014 Plan and has broad authority to administer, construe and interpret the plans. The Second A&R 2014 Plan provides for the grant of awards of non-qualified stock options, incentive (qualified) stock options, stock appreciation rights, restricted stock awards, restricted stock units, other stock based awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. The Company typically issues new shares of common stock upon the exercise of stock options, as opposed to using treasury shares. The Company follows guidance which addresses the accounting for share-based payment transactions whereby an entity receives employee services in exchange for either equity instruments of the enterprise or liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments. The guidance generally requires that such transactions be accounted for using a fair-value based method and share-based compensation expense be recorded, based on the grant date fair value, estimated in accordance with the guidance, for all new and unvested stock awards that are ultimately expected to vest as the requisite service is rendered. The Company granted 662,769 and 331,616 options during the nine months ended September 30, 2018 and 2017 , respectively. The weighted average fair value at date of grant for options granted during the nine months ended September 30, 2018 , and 2017 was $2.91 and $2.72 , respectively, per option. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions shown as a weighted average for the year: Nine Months Ended September 30, 2018 2017 Expected option life (in years) 0.88 - 5.84 0.39 - 6.10 Risk-free interest rate 2.24 - 2.85% 1.11 - 2.22% Expected volatility 47.51 - 47.89% 47.04 - 48.29% Dividend yield —% —% Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $3.3 million and $1.4 million for the three months ended September 30, 2018 and 2017 , respectively. Total share-based compensation expense recognized by the Company and its subsidiaries under all equity compensation arrangements was $8.1 million and $4.0 million for the nine months ended September 30, 2018 and 2017 , respectively. All grants are time based and vest either immediately or over a period established at grant. The Company recognizes compensation expense for equity awards, reduced by actual forfeitures, using the straight-line basis. Restricted Stock A summary of HC2’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2017 1,588,406 $ 5.36 Granted 2,073,612 $ 6.21 Vested (263,189 ) $ 5.53 Forfeited (162,660 ) $ 5.70 Unvested - September 30, 2018 3,236,169 $ 5.87 At September 30, 2018 , the total unrecognized stock-based compensation expense related to unvested restricted stock was $11.8 million . The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 2.3 years . Stock Options A summary of HC2’s stock option activity is as follows: Shares Weighted Average Exercise Price Outstanding - December 31, 2017 6,989,856 $ 6.57 Granted 662,769 $ 5.45 Exercised (274,037 ) $ 4.37 Forfeited (60,293 ) $ 5.50 Expired (157,434 ) $ 9.00 Outstanding - September 30, 2018 7,160,861 $ 6.51 Eligible for exercise 5,877,428 $ 6.31 At September 30, 2018 , the intrinsic value and average remaining life of the Company's outstanding options were $6.1 million and approximately 6.5 years, and intrinsic value and average remaining life of the Company's exercisable options were $5.6 million and approximately 6.3 years. At September 30, 2018 , total unrecognized stock-based compensation expense related to unvested stock options was $1.9 million . The unrecognized compensation cost is expected to be recognized over the remaining weighted average period of 2.0 years . There are 1,283,433 unvested stock options expected to vest, with a weighted average remaining life of 7.7 years , a weighted average exercise price of $7.42 , and an intrinsic value of $0.5 million . |
Equity
Equity | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Equity | 18. Equity Series A Preferred Stock and Series A-2 Preferred Stock The Company’s preferred shares authorized, issued and outstanding consisted of the following: September 30, 2018 December 31, 2017 Preferred shares authorized, $0.001 par value 20,000,000 20,000,000 Series A shares issued and outstanding 12,500 12,500 Series A-2 shares issued and outstanding 14,000 14,000 Preferred Share Conversions DG Conversion On May 2, 2017, the Company entered into an agreement with DG Value Partners, LP and DG Value Partners II Master Funds LP, holders (collectively, "DG Value") of the Company's Series A Preferred Stock and Series A-1 Preferred Stock, to convert and exchange all of DG Value's 2,308 shares of Series A Preferred Stock and 1,000 shares of Series A-1 Preferred Stock into a total of 803,469 shares of the Company's common stock. 17,500 shares of common stock issued in the conversion were issued as consideration for the agreement by DG Value to convert its Preferred Stock. The fair value of the 17,500 shares was $0.1 million on the date of issuance and was recorded within Preferred stock and deemed dividends from conversion line item of the Consolidated Statements of Operations as a deemed dividend. Luxor and Corrib Conversions On August 2, 2016, the Company entered into separate agreements with each of Corrib Master Fund, Ltd. ("Corrib"), then a holder of 1,000 shares of Series A Preferred Stock, and certain investment entities managed by Luxor Capital Group, LP ( "Luxor"), that together then held 9,000 shares of Series A-1 Preferred Stock, that govern their respective Preferred Share Conversions. As part of the Corrib Preferred Share Conversion the Company also agreed to provide the following two forms of additional consideration for as long as the Preferred Stock remained entitled to receive dividend payments (the "Additional Share Consideration"). The Company agreed that in the event that Corrib and Luxor would have been entitled to any Participating Dividends payable, had they not converted the Preferred Stock (as defined in the respective Series A and Series A-1 Certificate of Designation), after the date of their Preferred Share conversion, then the Company will issue to Corrib and Luxor, on the date such Participating Dividends become payable by the Company, in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) the value of the Participating Dividends Corrib or Luxor would have received pursuant to Sections (2)(c) and (2)(d) of the respective Series A and Series A-1 Certificate of Designation, divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificate of Designation) for the period ending two business days prior to the underlying event or transaction that would have entitled Corrib or Luxor to such Participating Dividend had Corrib’s or Luxor’s Preferred Stock remain unconverted. Further, the Company agreed that it will issue to Corrib and Luxor, on each quarterly anniversary commencing May 29, 2017 (or, if later, the date on which the corresponding dividend payment is made to the holders of the outstanding Preferred Stock), through and until the Maturity Date (as defined in the respective Series A and Series A-1 Certificate of Designation), in a transaction exempt from the registration requirements of the Securities Act the number of shares of common stock equal to (a) 1.875% the Accrued Value (as defined in the respective Series A and Series A-1 Certificate of Designation) of Corrib’s or Luxor’s Preferred Stock as of the Closing Date (as defined in applicable Voluntary Conversion Agreements) divided by (b) the Thirty Day VWAP (as defined in the respective Series A and Series A-1 Certificate of Designation) for the period ending two business days prior to the applicable Dividend Payment Date (as defined in the respective Series A and Series A-1 Certificate of Designation). For the nine months ended September 30, 2018 , 89,273 and 10,043 shares of the Company's common stock have been issued to Luxor and Corrib, respectively, in conjunction with the Conversion agreement. The fair value of the Additional Share Consideration was valued by the Company at $0.6 million on the date of issuance and was recorded within Preferred stock and deemed dividends from conversion line item of the Consolidated Statements of Operations as a deemed dividend. Preferred Share Dividends During the nine months ended September 30, 2018 and 2017, HC2's Board of Directors declared cash dividends with respect to HC2’s issued and outstanding Preferred Stock, as presented in the following table (in thousands): 2018 Declaration Date March 31, 2018 June 30, 2018 September 30, 2018 Holders of Record Date March 31, 2018 June 30, 2018 September 30, 2018 Payment Date April 16, 2018 July 17, 2018 October 15, 2018 Total Dividend $ 500 $ 500 $ 500 2017 Declaration Date March 31, 2017 June 30, 2017 September 30, 2017 Holders of Record Date March 31, 2017 June 30, 2017 September 30, 2017 Payment Date April 17, 2017 July 17, 2017 October 16, 2017 Total Dividend $ 563 $ 500 $ 500 |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Parties | 19. Related Parties HC2 In January 2015, the Company entered into a services agreement (the "Services Agreement") with Harbinger Capital Partners, a related party of the Company, with respect to the provision of services that may include providing office space and operational support and each party making available their respective employees to provide services as reasonably requested by the other party, subject to any limitations contained in applicable employment agreements and the terms of the Services Agreement. The Company recognized $1.0 million and $1.2 million of expenses under the Services Agreement for each of the three months ended September 30, 2018 and 2017 , respectively. The Company recognized $2.9 million and $3.1 million of expenses under the Services Agreement for each of the nine months ended September 30, 2018 and 2017 , respectively. In June 2018, the Company funded $0.8 million to Harbinger Capital Partners for a deposit in connection with its allocable portion of shared office space occupied by the Company. GMSL In November 2017, GMSL acquired the trenching a cable lay services business from Fugro N.V. ("Fugro"). As part of the transaction, Fugro became a 23.6% holder of GMSL's parent, Global Marine Holdings, LLC ("GMH"). GMSL, in the normal course of business, incurred expenses with Fugro for various survey and other contractual services. For the three months ended September 30, 2018 , GMSL recognized $3.0 million of expenses for such services with Fugro. For the nine months ended September 30, 2018 , GMSL recognized $7.1 million of expenses for such services with Fugro. As part of the Fugro trenching business acquisition in November 2017, GMSL issued to Fugro a $7.5 million secured loan, which bears interest, payable quarterly, at 4% per annum through January 11, 2018, and at 10% per annum thereafter, and matures 363 days following the acquisition. GMSL recognized interest expense on the note of $0.2 million for the three months ended September 30, 2018 and $0.6 million for the nine months ended September 30, 2018 . In September 2018, GMSL repaid the note in full. The parent company of GMSL, GMH, incurred management fees of $0.1 million for each of the three months ended September 30, 2018 and 2017 , respectively, and $0.5 million for each of the nine months ended September 30, 2018 and 2017 , respectively. GMSL also has transactions with several of their equity method investees. A summary of transactions with such equity method investees and balances outstanding are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue $ 5,684 $ 4,174 $ 13,322 $ 16,271 Operating expenses $ 340 $ 1,258 $ 1,378 $ 6,089 Interest expense $ 310 $ 351 $ 996 $ 1,047 Dividends $ 21,886 $ 2,027 $ 24,260 $ 2,659 September 30, 2018 December 31, 2017 Accounts receivable $ 5,138 $ 8,654 Long-term obligations $ 30,015 $ 35,289 Accounts payable $ 390 $ 1,925 Life Sciences In 2017, R2 issued secured convertible note of $1.5 million to a related party, Blossom Innovations, LLC. As of September 30, 2018 , the note with Blossom Innovation, LLC had an outstanding balance of $1.0 million . |
Operating Segment and Related I
Operating Segment and Related Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Operating Segment and Related Information | 20. Operating Segment and Related Information The Company currently has two primary reportable geographic segments - United States and United Kingdom. The Company has eight reportable operating segments based on management’s organization of the enterprise - Construction, Marine Services, Energy, Telecommunications, Insurance, Life Sciences, Broadcasting, Other, and a Non-operating Corporate segment. Net revenue and long-lived assets by geographic segment is reported on the basis of where the entity is domiciled. All inter-segment revenues are eliminated. The Company's revenue concentrations of 10% and greater are as follows: Three Months Ended September 30, Nine Months Ended September 30, Segment 2018 2017 2018 2017 Customer A Telecommunications 11.6% * 11.4% * * Less than 10% revenue concentration Summary information with respect to the Company’s geographic and operating segments is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Revenue by Geographic Region United States $ 450,165 $ 358,743 $ 1,285,578 $ 1,039,252 United Kingdom 45,068 42,233 146,866 112,958 Other 6,123 5,433 19,381 23,419 Total $ 501,356 $ 406,409 $ 1,451,825 $ 1,175,629 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue Construction $ 195,358 $ 151,697 $ 531,209 $ 403,325 Marine Services 44,825 42,817 149,923 123,382 Energy 4,561 3,919 16,141 12,301 Telecommunications 187,798 167,881 580,630 520,214 Insurance 77,229 37,737 161,179 112,032 Broadcasting 11,957 — 33,702 — Other 271 2,358 3,680 4,375 Eliminations (1) (20,643 ) — (24,639 ) — Total net revenue $ 501,356 $ 406,409 $ 1,451,825 $ 1,175,629 (1) The Insurance segment revenues are inclusive of mark-to-market adjustments in the amount of $20.6 million and $24.6 million for the three and nine months ended September 30, 2018 respectively, recorded on equity securities in accordance with ASU 2016-01. Such adjustments are related to transactions between entities under common control which are eliminated or are reclassified to Other income (expenses), net in consolidation. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Loss) income from operations Construction $ 12,475 $ 12,198 $ 30,348 $ 25,911 Marine Services (8,515 ) (181 ) (8,519 ) (1,726 ) Energy (356 ) (1,161 ) 505 (1,784 ) Telecommunications 1,281 1,374 3,413 5,023 Insurance 7,539 17,476 14,488 20,704 Life Sciences (2,221 ) (6,437 ) (12,017 ) (13,167 ) Broadcasting (5,328 ) — (21,393 ) — Other (993 ) (1,383 ) (2,420 ) (7,164 ) Non-operating Corporate (7,591 ) (11,321 ) (23,395 ) (27,455 ) Eliminations (1) (20,643 ) — (24,639 ) — Total (loss) income from operations $ (24,352 ) $ 10,565 $ (43,629 ) $ 342 (1) The Insurance segment revenues are inclusive of mark-to-market adjustments in the amount of $20.6 million and $24.6 million for the three and nine months ended September 30, 2018 respectively, recorded on equity securities in accordance with ASU 2016-01. Such adjustments are related to transactions between entities under common control which are eliminated or are reclassified to Other income (expenses), net in consolidation. A reconciliation of the Company's consolidated segment operating income to consolidated earnings before income taxes is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Loss) income from operations $ (24,352 ) $ 10,565 $ (43,629 ) $ 342 Interest expense (17,456 ) (13,222 ) (53,962 ) (39,410 ) Gain on sale and deconsolidation of subsidiary 2,965 — 105,106 — Gain on contingent consideration — 6,320 — 6,001 Income from equity investees 8,134 971 13,655 12,667 Gain on bargain purchase 109,112 — 109,112 — Other income (expenses), net 63,908 (97 ) 64,032 (8,112 ) Income (loss) from continuing operations before income taxes 142,311 4,537 194,314 (28,512 ) Income tax benefit (expense) 9,230 (12,861 ) (1,863 ) (16,167 ) Net income (loss) 151,541 (8,324 ) 192,451 (44,679 ) Less: Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest 1,925 2,357 (18,615 ) 6,305 Net income (loss) attributable to HC2 Holdings, Inc. 153,466 (5,967 ) 173,836 (38,374 ) Less: Preferred stock and deemed dividends from conversions 703 703 2,109 2,079 Net income (loss) attributable to common stock and participating preferred stockholders $ 152,763 $ (6,670 ) $ 171,727 $ (40,453 ) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Depreciation and Amortization Construction $ 1,851 $ 1,314 $ 5,043 $ 4,194 Marine Services 6,853 6,221 20,110 16,561 Energy 1,389 1,247 4,092 3,876 Telecommunications 89 94 262 285 Insurance (2) (4,820 ) (1,319 ) (7,074 ) (3,440 ) Life Sciences 35 50 146 129 Broadcasting 827 — 2,275 — Other 11 272 53 933 Non-operating Corporate 21 17 62 50 Total $ 6,256 $ 7,896 $ 24,969 $ 22,588 (2) Balance includes amortization of negative VOBA, which increases net income. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Capital Expenditures (3) Construction $ 6,594 $ 2,517 $ 10,756 $ 9,729 Marine Services 4,707 3,463 18,806 8,195 Energy 274 2,099 1,486 6,540 Telecommunications 13 7 120 47 Insurance — — 273 383 Life Sciences — 197 50 395 Broadcasting 449 — 736 — Other 9 4 17 17 Non-operating Corporate 10 18 46 18 Total $ 12,056 $ 8,305 $ 32,290 $ 25,324 (3) The above capital expenditures exclude assets acquired under terms of capital lease and vendor financing obligations. September 30, December 31, 2018 2017 Investments Construction $ 146 $ 250 Marine Services 56,259 66,322 Insurance 3,319,123 1,493,589 Life Sciences 16,144 17,771 Other 6,312 1,518 Eliminations (16,791 ) (35,852 ) Total $ 3,381,193 $ 1,543,598 September 30, December 31, 2018 2017 Property, Plant and Equipment—Net United States $ 161,235 $ 162,788 United Kingdom 202,847 204,866 Other 5,689 7,006 Total $ 369,771 $ 374,660 September 30, December 31, 2018 2017 Total Assets Construction $ 409,987 $ 342,806 Marine Services 394,175 389,500 Energy 79,563 83,607 Telecommunications 105,910 114,445 Insurance 5,480,165 2,117,045 Life Sciences 36,466 31,485 Broadcasting 184,353 136,690 Other 6,320 2,674 Non-operating Corporate 55,849 35,291 Eliminations (22,791 ) (35,852 ) Total $ 6,729,997 $ 3,217,691 |
Basic and Diluted Income (Loss)
Basic and Diluted Income (Loss) Per Common Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Income (Loss) Per Common Share | 21. Basic and Diluted Income (Loss) Per Common Share Earnings per share ("EPS") is calculated using the two-class method, which allocates earnings among common stock and participating securities to calculate EPS when an entity's capital structure includes either two or more classes of common stock or common stock and participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities. As such, shares of any unvested restricted stock of the Company are considered participating securities. The dilutive effect of options and their equivalents (including non-vested stock issued under stock-based compensation plans), is computed using the "treasury" method as this measurement was determined to be more dilutive between the two available methods in each period. The following potential common shares were excluded from diluted EPS for the three and nine months ended September 30, 2018 as the shares were antidilutive: 2,019,972 for outstanding warrants to purchase the Company's stock and 4,787,602 for convertible preferred stock. The Company had no dilutive common share equivalents during the three and nine months ended September 30, 2017 , due to the results of operations being a loss from continuing operations, net of tax. The following table presents a reconciliation of net income (loss) used in basic and diluted EPS calculations (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) attributable to common stock and participating preferred stockholders $ 152,763 $ (6,670 ) $ 171,727 $ (40,453 ) Earnings allocable to common shares: Numerator for basic and diluted earnings per share Participating shares at end of period: Weighted-average common stock outstanding 44,326 43,013 44,175 42,555 Unvested restricted stock 384 — 350 — Preferred stock (as-converted basis) 4,787 — 4,787 — Total 49,497 43,013 49,312 42,555 Percentage of loss allocated to: Common stock 89.6 % 100.0 % 89.6 % 100.0 % Unvested restricted stock 0.8 % — % 0.7 % — % Preferred stock 9.7 % — % 9.7 % — % Net Income (loss) attributable to common stock, basic $ 136,804 $ (6,670 ) $ 153,838 $ (40,453 ) Distributed and Undistributed earnings to Common Shareholders: Effect of assumed shares under treasury stock method for stock options and restricted shares $ 397 $ — $ 378 $ — Income from the dilutive impact of subsidiary securities — — — — Net Income (loss) attributable to common stock, diluted $ 137,201 $ (6,670 ) $ 154,216 $ (40,453 ) Denominator for basic and dilutive earnings per share Weighted average common shares outstanding - basic 44,326 43,013 44,175 42,555 Effect of assumed shares under treasury stock method for stock options and restricted shares 1,891 — 1,400 — Weighted average common shares outstanding - diluted 46,217 43,013 45,575 42,555 Net income (loss) attributable to participating security holders - basic $ 3.09 $ (0.16 ) $ 3.48 $ (0.95 ) Net income (loss) attributable to participating security holders - diluted $ 2.97 $ (0.16 ) $ 3.38 $ (0.95 ) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 22. Subsequent Events On October 11, 2018, DBMG entered into an agreement to acquire GrayWolf Industrial, a premier specialty maintenance, repair and installation services provider, for $135.0 million . The transaction, which is subject to customary closing conditions and adjustments, is expected to close during the fourth quarter of 2018. On October 22, 2018, we announced the commencement of a private offering of $535 million aggregate principal amount of senior secured notes due 2023 (the “Notes Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain persons in offshore transactions in accordance with Regulation S under the Securities Act. In connection with the Notes Offering, we are providing prospective investors with certain financial and other information which we furnished as exhibits to a Current Report on Form 8-K filed on October 22, 2018. This information, which we had not previously reported, was excerpted from a preliminary offering memorandum that is being disseminated in connection with the Notes Offering or from an investor presentation related thereto. Subsequent to September 30, 2018 , the Broadcasting segment received FCC approval and closed multiple APAs for a total consideration of $5.6 million , of which $0.3 million was previously funded at signing of the APAs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates and Assumptions | Use of Estimates and Assumptions The preparation of the Company’s Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions used. |
Accounting Pronouncements Adopted in the Current Year and New Accounting Pronouncements | Accounting Pronouncements Adopted in the Current Year The Company’s 2017 Form 10-K includes discussion of significant recent accounting pronouncements that either have impacted or may impact our financial statements in the future. The following discussion provides information about recently adopted and recently issued or changed accounting guidance (applicable to the Company ) that have occurred since the Company filed its 2017 Form 10-K. The Company has implemented all new accounting pronouncements that are in effect and that may impact its Condensed Consolidated Financial Statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial condition, results of operations or liquidity. Effective January 1, 2018 the Company adopted the accounting pronouncements described below. Statement of Cash Flows In November 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Codification ("ASC") 2016-18, Restricted Cash - a consensus of the FASB Emerging Issues Task Force. This guidance requires entities to show the changes in the total cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and cash equivalents in the statement of cash flows. When cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item on the balance sheet, the new guidance requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheet. This reconciliation can be presented either on the face of the statement of cash flows or in the notes to the financial statements. This standard was applied retrospectively, which resulted in the recast of the prior reporting period in the condensed consolidated statements of cash flows. A reconciliation of cash and cash equivalents and restricted cash from our condensed consolidated statements of cash flows to the amounts reported within our condensed consolidated balance sheet is included in our condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 September 30, 2017 Cash and cash equivalents, beginning of period $ 97,885 $ 115,371 Restricted cash included in other assets 968 498 Total cash and cash equivalents and restricted cash $ 98,853 $ 115,869 Cash and cash equivalents, end of period $ 831,634 $ 130,791 Restricted cash included in other assets 4,545 646 Total cash and cash equivalents and restricted cash $ 836,179 $ 131,437 Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The update provides that equity investments with readily determinable values be measured at fair value and changes in the fair value flow through net income. These changes historically have run through other comprehensive income. Equity investments without readily determinable fair values have the option to be measured at fair value or at cost, adjusted for changes in observable prices minus impairment. Changes in either method are also recognized in net income. The standard requires a qualitative assessment of impairment indicators at each reporting period. For financial liabilities, entities that elect the fair value option must recognize the change in fair value attributable to instrument-specific credit risk in other comprehensive income rather than net income. Lastly, regarding deferred tax assets, the need for a valuation allowance on a deferred tax asset will need to be assessed related to available-for-sale debt securities. This standard was adopted prospectively as of January 1, 2018 and resulted in a $3.3 million cumulative effect adjustment credit to retained earnings related to the following investments: Equity securities which were previously classified as available-for-sale $ 1,660 Equity securities which were previously accounted for under the cost method 1,635 Total $ 3,295 See Note 5. Investments and Note 6. Fair Value of Financial Instruments for further details. Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606") . This ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal Versus Agent Considerations , which clarifies the guidance in ASU 2014-09. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , an update on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients , which includes amendments for enhanced clarification of the guidance. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606) , which includes amendments of a similar nature to the items typically addressed in the technical corrections and improvements project. Lastly, in February 2017, the FASB issued ASU 2017-05, clarifying the scope of asset derecognition guidance and accounting for partial sales of nonfinancial assets to clarify the scope of ASC 610-20, Other Income - Gains and Losses from Derecognition of Nonfinancial Assets , and provide guidance on partial sales of nonfinancial assets. This ASU clarifies that the unit of account under ASU 610-20 is each distinct nonfinancial or in substance nonfinancial asset and that a financial asset that meets the definition of an "in substance nonfinancial asset" is within the scope of ASC 610-20. This ASU eliminates rules specifically addressing sales of real estate and removes exceptions to the financial asset derecognition model. The ASUs described above are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. See Note 3. Revenue for further details. New Accounting Pronouncements Reporting Comprehensive Income In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effect s from AOCI. The new guidance is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate or law in U.S. Tax Reform is recognized. Early adoption is permitted. Current U.S. GAAP guidance requires that the effect of a change in tax laws or rates on deferred tax liabilities or assets to be included in income from continuing operations in the reporting period that includes the enactment date, even if the related income tax effects were originally charged or credited directly to AOCI. The new guidance allows a reclassification of AOCI to retained earnings for stranded tax effects resulting from U.S. Tax Reform. Also, the new guidance requires certain disclosures about stranded tax effects. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements and expects minimal impact. Accounting for Leases In February 2016, the FASB issued ASU 2016-02, Leases . The new standard establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements, with certain practical expedients available. The Company has started evaluating its lease arrangements to determine the impact of this amendment on the financial statements. The evaluation includes an extensive review of the leases, which are primarily related to our vessels and office space. Additionally, the Company has begun tracking separate accounting records for leases entered into starting January 1, 2017 under the new guidance to facilitate future implementation. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842 , which provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. The effective date and transition requirements for ASU 2018-01 are the same as ASU 2016-02. Early adoption is permitted. The Company is continuing to evaluate the impact this standard will have on its financial statements. While not yet quantified, the Company expects a material impact to its Condensed Consolidated Balance Sheets from recognizing additional assets and liabilities of operating leases upon adoption. The actual increase in assets and liabilities will depend on the volume and terms of leases in place at the time of adoption. The Company plans to elect the optional practical expedient to retain the current classification of leases, and therefore, does not anticipate a material impact to the Condensed Consolidated Statements of Income or Cash Flows. The Company also expects that adoption of the new standard will require changes to internal controls over financial reporting. Subsequent Events ASC 855, Subsequent Events ("ASC 855"), establishes general standards of accounting and disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. ASC 855 requires HC2 to evaluate events that occur after the balance date as of which HC2's financial statements are issued, and to determine whether adjustments to or additional disclosures in the financial statements are necessary. HC2 has evaluated subsequent events through the date these financial statements were issued. See Note 22. Subsequent Events for the summary of the subsequent events. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 September 30, 2017 Cash and cash equivalents, beginning of period $ 97,885 $ 115,371 Restricted cash included in other assets 968 498 Total cash and cash equivalents and restricted cash $ 98,853 $ 115,869 Cash and cash equivalents, end of period $ 831,634 $ 130,791 Restricted cash included in other assets 4,545 646 Total cash and cash equivalents and restricted cash $ 836,179 $ 131,437 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash to amounts reported within the Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows (in thousands): September 30, 2018 September 30, 2017 Cash and cash equivalents, beginning of period $ 97,885 $ 115,371 Restricted cash included in other assets 968 498 Total cash and cash equivalents and restricted cash $ 98,853 $ 115,869 Cash and cash equivalents, end of period $ 831,634 $ 130,791 Restricted cash included in other assets 4,545 646 Total cash and cash equivalents and restricted cash $ 836,179 $ 131,437 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | This standard was adopted prospectively as of January 1, 2018 and resulted in a $3.3 million cumulative effect adjustment credit to retained earnings related to the following investments: Equity securities which were previously classified as available-for-sale $ 1,660 Equity securities which were previously accounted for under the cost method 1,635 Total $ 3,295 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | Revenue from contracts with customers consist of the following (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Revenue (1) Construction $ 195,358 $ 531,209 Marine Services 44,825 149,923 Energy 4,561 16,141 Telecommunications 187,798 580,630 Broadcasting 11,957 33,702 Other 271 3,680 Total revenue $ 444,770 $ 1,315,285 (1) The Insurance segment does not have revenues in scope of ASU 2014-09. |
Schedule of Accounts Receivable | Accounts receivables, net from contracts with customers consist of the following (in thousands): September 30, 2018 Accounts receivables with customers Construction $ 200,830 Marine Services 42,002 Energy 2,940 Telecommunications 90,978 Broadcasting 10,616 Other — Total accounts receivables with customers $ 347,366 Accounts receivable, net consist of the following (in thousands): September 30, 2018 December 31, 2017 Contracts in progress $ 183,584 $ 167,809 Trade receivables 102,129 106,937 Unbilled retentions 65,597 50,957 Other receivables 3,780 476 Allowance for doubtful accounts (4,226 ) (3,733 ) Total accounts receivable, net $ 350,864 $ 322,446 |
Disaggregation of Revenue | The following table disaggregates GMSL's revenue by market (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Telecommunication - Maintenance $ 21,944 $ 65,816 Telecommunication - Installation 5,532 29,328 Power - Operations, Maintenance & Construction Support 9,304 25,889 Power - Cable Installation & Repair 8,045 28,890 Total revenue from contracts with customers 44,825 149,923 Other revenue — — Total Marine Services segment revenue $ 44,825 $ 149,923 The following table disaggregates ANG's revenue by type (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Volume-related $ 4,160 $ 12,283 Maintenance services 20 68 Total revenue from contracts with customers 4,180 12,351 RNG Incentives 285 1,027 Alternative Fuel Tax Credit 64 2,640 Other revenue 32 123 Total Energy segment revenue $ 4,561 $ 16,141 ICS's revenues are predominantly derived from wholesale of international long distance minutes (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Termination of long distance minutes $ 187,798 $ 580,630 Total revenue from contracts with customers 187,798 580,630 Other revenue — — Total Telecommunications segment revenue $ 187,798 $ 580,630 The following table disaggregates DBMG's revenue by market (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Commercial $ 65,156 $ 202,597 Convention 54,199 108,027 Healthcare 28,389 85,475 Industrial 13,802 49,797 Other 33,745 85,222 Total revenue from contracts with customers 195,291 531,118 Other revenue 67 91 Total Construction segment revenue $ 195,358 $ 531,209 The following table disaggregates the Broadcasting segment's revenue by type (in thousands): Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Advertising $ 7,388 $ 21,152 LMA 2,527 8,016 Retransmission 1,652 3,502 Other 390 1,032 Total revenue from contracts with customers 11,957 33,702 Other revenue — — Total Broadcasting segment revenue $ 11,957 $ 33,702 |
Contract with Customer, Asset and Liability | Contract assets and contract liabilities consisted of the following (in thousands): September 30, 2018 December 31, 2017 Contract assets $ 48,062 $ 25,676 Contract liabilities $ (53,796 ) $ (29,862 ) Contract assets and contract liabilities consisted of the following (in thousands): September 30, 2018 December 31, 2017 Contract assets $ 14,237 $ 6,610 Contract liabilities $ (2,642 ) $ (3,106 ) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in thousands): Within one year Within five years Total Commercial $ 135,262 $ 11 $ 135,273 Convention 118,023 — 118,023 Healthcare 53,116 89 53,205 Industrial 43,035 34,607 77,642 Other 101,082 130,142 231,224 Remaining unsatisfied performance obligations $ 450,518 $ 164,849 $ 615,367 The transaction price allocated to remaining unsatisfied performance obligations consisted of the following (in thousands): Within one year Within five years Thereafter Total Telecommunication - Maintenance $ 18,260 $ 267,160 $ 39,844 $ 325,264 Telecommunication - Installation 10,104 — — 10,104 Power - Operations, Maintenance & Construction Support 4,090 16,427 — 20,517 Power - Cable Installation & Repair 1,861 — — 1,861 Remaining unsatisfied performance obligations $ 34,315 $ 283,587 $ 39,844 $ 357,746 |
Acquisitions, Dispositions, a_2
Acquisitions, Dispositions, and Deconsolidations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | Fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed, intangibles, and residual goodwill are summarized as follows (in thousands): Purchase price allocation Cash and cash equivalents $ 2,212 Property, plant and equipment 73,320 Goodwill 11,783 Other assets 596 Total assets acquired 87,911 Accounts payable and other current liabilities (676 ) Total liabilities assumed (676 ) Total net assets acquired $ 87,235 During the year ended December 31, 2017, Broadcasting and its subsidiaries completed the following transactions (in thousands): DTV Mako Azteca Other Total Cash $ 13,467 $ 18,192 $ — $ 12,104 $ 43,763 Accounts payable — — 33,000 — 33,000 Equity — 4,994 — — 4,994 Debt obligations 2,405 5,250 — — 7,655 Fair value of previously held interest 1,780 — — — 1,780 Fair value of consideration $ 17,652 $ 28,436 $ 33,000 $ 12,104 $ 91,192 The preliminary allocation of fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed and bargain purchase gain are summarized as follows (in thousands): Preliminary purchase price allocation Fixed maturity securities, available-for-sale at fair value $ 1,575,428 Equity securities 309 Mortgage loans 940 Policy loans 2,915 Cash and cash equivalents 806,667 Recoverable from reinsurers 901,823 Other assets 27,374 Total assets acquired 3,315,456 Life, accident and health reserves 2,931,270 Annuity reserves 11,303 Value of business acquired 214,401 Accounts payable and other current liabilities 6,022 Deferred tax liability 25,498 Other liabilities 17,840 Total liabilities assumed 3,206,334 Total net assets acquired 109,122 Total fair value of consideration 10 Gain on bargain purchase $ 109,112 The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired, liabilities assumed, and intangibles (in thousands): Purchase price allocation Property, plant and equipment $ 840 Intangibles 44,231 Other assets 1,442 Total assets acquired 46,513 Total liabilities assumed — Enterprise value 46,513 Total net assets acquired $ 46,513 The fair value of consideration transferred and its allocation among the identified assets acquired, liabilities assumed, intangibles and residual goodwill are summarized as follows (in thousands): Purchase price allocation Accounts receivable $ 473 Property, plant and equipment 12,730 Goodwill 2,290 Intangibles 1,608 Other assets 909 Total assets acquired 18,010 Accounts payable and other current liabilities (23 ) Other liabilities (167 ) Total liabilities assumed (190 ) Total net assets acquired $ 17,820 The following table summarizes the allocation of the purchase price to the fair value of identifiable assets acquired, liabilities assumed, intangibles and residual goodwill (in thousands): Purchase price allocation Cash and cash equivalents $ 61 Accounts receivable 9,134 Property, plant and equipment 12,097 Goodwill 21,402 Intangibles 80,378 Other assets 1,290 Total assets acquired 124,362 Accounts payable and other current liabilities (8,036 ) Deferred tax liability (6,072 ) Debt obligations (1) (4,480 ) Other liabilities (86 ) Total liabilities assumed (18,674 ) Enterprise value 105,688 Less fair value of noncontrolling interest 14,496 Total net assets acquired $ 91,192 (1) Debt obligations includes a $2.0 million note with CGI, which is eliminated on the Condensed Consolidated Balance Sheet. |
Acquired Intangible Assets | The following table summarizes acquired intangible assets (in thousands): FCC licenses $ 75,852 Trade name 208 Other 4,318 Total intangibles $ 80,378 |
Business Acquisition, Pro Forma Information | The following schedule presents unaudited consolidated pro forma results of operations data as if the acquisition of Fugro and KMG had occurred on January 1, 2017. This information does not purport to be indicative of the actual results that would have occurred if the acquisitions had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in thousands): Three months ended September 30, 2017 Nine Months Ended September 30, 2017 Net revenue $ 453,832 $ 1,320,574 Net income (loss) from continuing operations $ 12,390 $ (198 ) Net income (loss) attributable to HC2 Holdings, Inc. $ (830 ) $ (19,750 ) |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Fixed Maturity and Equity Securities Available-for-Sale | The following tables provide information relating to investments in fixed maturity securities (in thousands): September 30, 2018 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Fixed maturity securities U.S. Government and government agencies $ 28,491 $ 225 $ (158 ) $ 28,558 States, municipalities and political subdivisions 413,554 5,678 (2,842 ) 416,390 Residential mortgage-backed securities 98,420 3,229 (972 ) 100,677 Commercial mortgage-backed securities 60,735 144 (509 ) 60,370 Asset-backed securities 287,497 1,078 (2,776 ) 285,799 Corporate and other 2,096,940 20,277 (23,568 ) 2,093,649 Total fixed maturity securities $ 2,985,637 $ 30,631 $ (30,825 ) $ 2,985,443 December 31, 2017 Amortized Cost Unrealized Gains Unrealized Losses Fair Value Fixed maturity securities U.S. Government and government agencies $ 15,283 $ 470 $ (31 ) $ 15,722 States, municipalities and political subdivisions 377,549 18,953 (1,052 ) 395,450 Foreign government 6,331 — (333 ) 5,998 Residential mortgage-backed securities 101,974 4,185 (1,264 ) 104,895 Commercial mortgage-backed securities 30,152 269 (16 ) 30,405 Asset-backed securities 145,479 2,610 (163 ) 147,926 Corporate and other 589,803 51,891 (1,464 ) 640,230 Total fixed maturity securities $ 1,266,571 $ 78,378 $ (4,323 ) $ 1,340,626 |
Schedule of Maturities of Fixed Maturity Securities Available-for-Sale | The amortized cost and fair value of fixed maturity securities available-for-sale as of September 30, 2018 are shown by contractual maturity in the table below (in thousands). Actual maturities can differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Asset and mortgage-backed securities are shown separately in the table below, as they are not due at a single maturity date: Amortized Cost Fair Value Corporate, Municipal, U.S. Government and Other securities Due in one year or less $ 23,754 $ 23,612 Due after one year through five years 200,595 200,684 Due after five years through ten years 276,546 276,146 Due after ten years 2,038,090 2,038,155 Subtotal 2,538,985 2,538,597 Mortgage-backed securities 159,155 161,047 Asset-backed securities 287,497 285,799 Total $ 2,985,637 $ 2,985,443 |
Schedule of Major Industry Types of Fixed Maturity Holdings | The tables below show the major industry types of the Company’s corporate and other fixed maturity securities (in thousands): September 30, 2018 December 31, 2017 Amortized Cost Fair Value % of Total Amortized Cost Fair % of Finance, insurance, and real estate $ 385,333 $ 384,306 18.4 % $ 191,234 $ 203,735 31.8 % Transportation, communication and other services 626,457 631,183 30.1 % 186,114 201,802 31.5 % Manufacturing 715,322 708,375 33.8 % 100,942 111,391 17.4 % Other 369,828 369,785 17.7 % 111,513 123,302 19.3 % Total $ 2,096,940 $ 2,093,649 100.0 % $ 589,803 $ 640,230 100.0 % |
Other than Temporary Impairment, Credit Losses Recognized in Earnings | Any remaining difference between the fair value and amortized cost is recognized in AOCI. The Company recorded the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net realized and unrealized gains (losses) on investments $ 623 $ — $ 623 $ — Other income (expenses), net — — — 6,112 Total other-than-temporary impairments $ 623 $ — $ 623 $ 6,112 |
Schedule of Unrealized Losses for Fixed Maturities and Equity Securities | The following table presents the total unrealized losses for the 738 and 126 fixed maturity securities held by the Company as of September 30, 2018 and December 31, 2017 , respectively, where the estimated fair value had declined and remained below amortized cost by the indicated amount (in thousands): September 30, 2018 December 31, 2017 Unrealized Losses % of Total Unrealized Losses % of Fixed maturity securities Less than 20% $ (30,817 ) 100.0 % $ (4,230 ) 93.7 % 20% or more for less than six months — — % (174 ) 3.9 % 20% or more for six months or greater (8 ) — % (110 ) 2.4 % Total $ (30,825 ) 100.0 % $ (4,514 ) 100.0 % |
Schedule of Estimated Fair Value and Gross Unrealized Loss | The following tables present the estimated fair values and gross unrealized losses for the 738 and 126 fixed maturity and equity securities held by the Company that have estimated fair values below amortized cost as of each of September 30, 2018 and December 31, 2017 , respectively. The Company does not have any OTTI losses reported in AOCI. These investments are presented by investment category and the length of time the related fair value has remained below amortized cost (in thousands): September 30, 2018 Less than 12 months 12 months of greater Total Fair Value Unrealized Losses Fair Unrealized Losses Fair Unrealized Losses Fixed maturity securities U.S. Government and government agencies $ 26,378 $ (158 ) $ — $ — $ 26,378 $ (158 ) States, municipalities and political subdivisions 204,991 (2,583 ) 7,051 (259 ) 212,042 (2,842 ) Residential mortgage-backed securities 53,126 (850 ) 2,260 (122 ) 55,386 (972 ) Commercial mortgage-backed securities 40,963 (509 ) — — 40,963 (509 ) Asset-backed securities 164,675 (2,637 ) 2,250 (139 ) 166,925 (2,776 ) Corporate and other 1,438,360 (20,842 ) 25,854 (2,726 ) 1,464,214 (23,568 ) Total fixed maturity securities $ 1,928,493 $ (27,579 ) $ 37,415 $ (3,246 ) $ 1,965,908 $ (30,825 ) December 31, 2017 Less than 12 months 12 months of greater Total Fair Unrealized Losses Fair Unrealized Losses Fair Unrealized Losses Fixed maturity securities U.S. Government and government agencies $ 5,044 $ (17 ) $ 2,199 $ (14 ) $ 7,243 $ (31 ) States, municipalities and political subdivisions 32,939 (834 ) 10,757 (218 ) 43,696 (1,052 ) Foreign government — — 5,999 (333 ) 5,999 (333 ) Residential mortgage-backed securities 5,139 (546 ) 16,150 (718 ) 21,289 (1,264 ) Commercial mortgage-backed securities 5,053 (12 ) 1,003 (4 ) 6,056 (16 ) Asset-backed securities 19,771 (64 ) 3,963 (99 ) 23,734 (163 ) Corporate and other 18,478 (824 ) 19,433 (640 ) 37,911 (1,464 ) Total fixed maturity securities $ 86,424 $ (2,297 ) $ 59,504 $ (2,026 ) $ 145,928 $ (4,323 ) |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following tables provide information relating to investments in equity securities measured at fair value (in thousands): September 30, 2018 December 31, 2017 Equity securities Common stocks $ 63,298 $ 4,928 Perpetual preferred stocks 153,855 42,572 Total equity securities $ 217,153 $ 47,500 |
Schedule of Other Invested Assets | Carrying values of other invested assets were as follows (in thousands): September 30, 2018 December 31, 2017 Measurement Alternative Equity Method Fair Value Cost Method Equity Method Fair Value Common Equity $ — $ 1,914 $ — $ — $ 1,484 $ — Preferred Equity 1,600 10,757 — 2,484 14,197 — Derivatives — — 290 422 — 260 Other — 56,404 — — 66,572 — Total $ 1,600 $ 69,075 $ 290 $ 2,906 $ 82,253 $ 260 |
Summarized Information for Equity Method Investments | Summarized financial information for subsidiaries not consolidated as of and for the nine months ended September 30, 2018 and 2017 were as follows (information for two of the investees is reported on a one month lag, in thousands): 2018 2017 Net revenue $ 220,694 $ 369,336 Gross profit $ 71,365 $ 109,543 Income (loss) from continuing operations $ 34,805 $ (10,118 ) Net income (loss) $ 27,799 $ (31,453 ) Current assets $ 312,252 $ 317,786 Noncurrent assets $ 93,099 $ 189,278 Current liabilities $ 210,510 $ 197,855 Noncurrent liabilities $ 18,507 $ 152,879 |
Net Investment Income | The major sources of net investment income were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Fixed maturity securities, available-for-sale at fair value $ 26,687 $ 14,951 $ 58,574 $ 44,426 Equity securities 1,501 578 2,763 1,827 Mortgage loans 1,971 447 4,824 1,475 Policy loans 316 289 873 878 Other invested assets 1,410 68 2,007 75 Gross investment income 31,885 16,333 69,041 48,681 External investment expense (175 ) (46 ) (265 ) (151 ) Net investment income $ 31,710 $ 16,287 $ 68,776 $ 48,530 |
Net Realized Gain (Loss) on Investments | The major sources of net realized and unrealized gains and losses on investments were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Realized gains on fixed maturity securities $ 1,013 $ 125 $ 4,733 $ 3,510 Realized losses on fixed maturity securities (90 ) (42 ) (1,355 ) (959 ) Realized gains on equity securities 350 265 350 375 Realized losses on equity securities — — (26 ) (31 ) Net unrealized gains (losses) on equity securities (934 ) — (1,125 ) — Net unrealized gains (losses) on derivative instruments (212 ) 630 493 (41 ) Impairment loss (623 ) — (623 ) — Net realized and unrealized gains (losses) $ (496 ) $ 978 $ 2,447 $ 2,854 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the three and nine months ended September 30, 2018 and 2017 , respectively (in thousands): Total realized/unrealized gains (losses) included in Balance at June 30, 2018 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Assets Fixed maturity securities U.S. Government and government agencies $ — $ (11 ) $ (2 ) $ 2,285 $ — $ — $ — $ 2,272 States, municipalities and political subdivisions 409 (1 ) (16 ) — — — — 392 Residential mortgage-backed securities 12,267 42 (373 ) 33,726 (1,375 ) 2,562 — 46,849 Commercial mortgage-backed securities 22,051 (39 ) 18 2,086 (63 ) 1,795 — 25,848 Asset-backed securities 132,744 (39 ) (665 ) 116,833 (9,265 ) — — 239,608 Corporate and other 67,292 162 (832 ) 65,019 (9,780 ) 9,136 — 130,997 Total fixed maturity securities 234,763 114 (1,870 ) 219,949 (20,483 ) 13,493 — 445,966 Equity securities Common stocks 483 1,784 — 100 — 4,339 — 6,706 Perpetual preferred stocks 24,365 (350 ) — 32,007 — 1,010 — 57,032 Total equity securities 24,848 1,434 — 32,107 — 5,349 — 63,738 Derivatives 280 10 — — — — — 290 Total financial assets $ 259,891 $ 1,558 $ (1,870 ) $ 252,056 $ (20,483 ) $ 18,842 $ — $ 509,994 Total realized/unrealized (gains) losses included in Balance at June 30, 2018 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Liabilities Warrant liability $ 3,316 $ (120 ) $ — $ 822 $ — $ — $ — $ 4,018 Contingent liability — — — 1,763 — — — 1,763 Other 907 (169 ) — — — — — 738 Total financial liabilities $ 4,223 $ (289 ) $ — $ 2,585 $ — $ — $ — $ 6,519 Assets and liabilities measured at fair value on a recurring basis are summarized below (in thousands): September 30, 2018 Fair Value Measurement Using: Total Level 1 Level 2 Level 3 Assets Fixed maturity securities U.S. Government and government agencies $ 28,558 $ 9,155 $ 17,131 $ 2,272 States, municipalities and political subdivisions 416,390 — 415,998 392 Residential mortgage-backed securities 100,677 — 53,828 46,849 Commercial mortgage-backed securities 60,370 — 34,522 25,848 Asset-backed securities 285,799 — 46,191 239,608 Corporate and other 2,093,649 7,010 1,955,642 130,997 Total fixed maturity securities 2,985,443 16,165 2,523,312 445,966 Equity securities Common stocks 63,298 56,592 — 6,706 Perpetual preferred stocks 153,855 7,402 89,421 57,032 Total equity securities 217,153 63,994 89,421 63,738 Derivatives 290 — — 290 Total assets accounted for at fair value $ 3,202,886 $ 80,159 $ 2,612,733 $ 509,994 Liabilities Warrant liability $ 4,018 $ — $ — $ 4,018 Contingent liability 1,763 — — 1,763 Other 738 — — 738 Total liabilities accounted for at fair value $ 6,519 $ — $ — $ 6,519 December 31, 2017 Fair Value Measurement Using: Total Level 1 Level 2 Level 3 Assets Fixed maturity securities U.S. Government and government agencies $ 15,722 $ 5,094 $ 10,628 $ — States, municipalities and political subdivisions 395,450 — 389,439 6,011 Foreign government 5,998 — 5,998 — Residential mortgage-backed securities 104,895 — 90,283 14,612 Commercial mortgage-backed securities 30,405 — 18,248 12,157 Asset-backed securities 147,926 — 14,184 133,742 Corporate and other 640,230 2,098 611,844 26,288 Total fixed maturity securities 1,340,626 7,192 1,140,624 192,810 Equity securities Common stocks 4,928 4,771 — 157 Perpetual preferred stocks 42,572 7,665 28,470 6,437 Total equity securities 47,500 12,436 28,470 6,594 Derivatives 260 — — 260 Total assets accounted for at fair value $ 1,388,386 $ 19,628 $ 1,169,094 $ 199,664 Liabilities Warrant liability $ 3,826 $ — $ — $ 3,826 Other 944 — — 944 Total liabilities accounted for at fair value $ 4,770 $ — $ — $ 4,770 |
Schedule of Changes in Balances of Level 3 Financial Assets at Fair Value | The following tables summarize changes to the Company’s financial instruments carried at fair value and classified within Level 3 of the fair value hierarchy for the three and nine months ended September 30, 2018 and 2017 , respectively (in thousands): Total realized/unrealized gains (losses) included in Balance at June 30, 2018 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Assets Fixed maturity securities U.S. Government and government agencies $ — $ (11 ) $ (2 ) $ 2,285 $ — $ — $ — $ 2,272 States, municipalities and political subdivisions 409 (1 ) (16 ) — — — — 392 Residential mortgage-backed securities 12,267 42 (373 ) 33,726 (1,375 ) 2,562 — 46,849 Commercial mortgage-backed securities 22,051 (39 ) 18 2,086 (63 ) 1,795 — 25,848 Asset-backed securities 132,744 (39 ) (665 ) 116,833 (9,265 ) — — 239,608 Corporate and other 67,292 162 (832 ) 65,019 (9,780 ) 9,136 — 130,997 Total fixed maturity securities 234,763 114 (1,870 ) 219,949 (20,483 ) 13,493 — 445,966 Equity securities Common stocks 483 1,784 — 100 — 4,339 — 6,706 Perpetual preferred stocks 24,365 (350 ) — 32,007 — 1,010 — 57,032 Total equity securities 24,848 1,434 — 32,107 — 5,349 — 63,738 Derivatives 280 10 — — — — — 290 Total financial assets $ 259,891 $ 1,558 $ (1,870 ) $ 252,056 $ (20,483 ) $ 18,842 $ — $ 509,994 Total realized/unrealized (gains) losses included in Balance at June 30, 2018 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Liabilities Warrant liability $ 3,316 $ (120 ) $ — $ 822 $ — $ — $ — $ 4,018 Contingent liability — — — 1,763 — — — 1,763 Other 907 (169 ) — — — — — 738 Total financial liabilities $ 4,223 $ (289 ) $ — $ 2,585 $ — $ — $ — $ 6,519 Total realized/unrealized gains (losses) included in Balance at December 31, 2017 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Assets Fixed maturity securities U.S. Government and government agencies $ — $ (11 ) $ (2 ) $ 2,285 $ — $ — $ — $ 2,272 States, municipalities and political subdivisions 6,011 (1 ) (148 ) 121 — 418 (6,009 ) 392 Residential mortgage-backed securities 14,612 166 246 33,726 (6,642 ) 8,092 (3,351 ) 46,849 Commercial mortgage-backed securities 12,157 (118 ) (246 ) 12,362 (102 ) 1,795 — 25,848 Asset-backed securities 133,742 1,119 (3,941 ) 184,833 (73,211 ) — (2,934 ) 239,608 Corporate and other 26,288 207 (1,702 ) 94,033 (12,675 ) 24,846 — 130,997 Total fixed maturity securities 192,810 1,362 (5,793 ) 327,360 (92,630 ) 35,151 (12,294 ) 445,966 Equity securities Common stocks 157 1,661 — 100 — 4,788 — 6,706 Perpetual preferred stocks 6,437 105 — 46,950 — 3,540 — 57,032 Total equity securities 6,594 1,766 — 47,050 — 8,328 — 63,738 Derivatives 260 30 — — — — — 290 Total financial assets $ 199,664 $ 3,158 $ (5,793 ) $ 374,410 $ (92,630 ) $ 43,479 $ (12,294 ) $ 509,994 Total realized/unrealized (gains) losses included in Balance at December 31, 2017 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2018 Liabilities Warrant liability $ 3,826 $ (630 ) $ — $ 822 $ — $ — $ — $ 4,018 Contingent liability — — — 1,763 — — — 1,763 Other 944 (206 ) — — — — — 738 Total financial liabilities $ 4,770 $ (836 ) $ — $ 2,585 $ — $ — $ — $ 6,519 Total realized/unrealized gains (losses) included in Balance at June 30, 2017 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Assets Fixed maturity securities States, municipalities and political subdivisions $ 7,511 $ (3 ) $ (100 ) $ 116 $ — $ — $ (1,632 ) $ 5,892 Residential mortgage-backed securities 18,486 21 22 — (921 ) 1,041 (868 ) 17,781 Commercial mortgage-backed securities 3,754 (4 ) 1 — (69 ) 8,620 — 12,302 Asset-backed securities 119,598 97 572 15,780 (23,947 ) 1,065 — 113,165 Corporate and other 20,539 (5 ) (1,202 ) 4,310 (15 ) 9,294 (1,423 ) 31,498 Total fixed maturity securities 169,888 106 (707 ) 20,206 (24,952 ) 20,020 (3,923 ) 180,638 Equity securities Common stocks 2,090 — — — — 280 — 2,370 Perpetual preferred stocks — — — — 6,101 — 6,101 Total equity securities 2,090 — — — — 6,381 — 8,471 Derivatives 2,155 9 — — — — — 2,164 Total financial assets $ 174,133 $ 115 $ (707 ) $ 20,206 $ (24,952 ) $ 26,401 $ (3,923 ) $ 191,273 Total realized/unrealized (gains) losses included in Balance at June 30, 2017 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Liabilities Warrant liability $ 4,091 $ (1,000 ) $ — $ — $ — $ — $ — $ 3,091 Contingent liability 11,730 (6,321 ) — — — — — 5,409 Other 1,042 284 — — — — — 1,326 Total financial liabilities $ 16,863 $ (7,037 ) $ — $ — $ — $ — $ — $ 9,826 Total realized/unrealized gains (losses) included in Balance at December 31, 2016 Net earnings (loss) Other comp. income (loss) Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Assets Fixed maturity securities U.S. Government and government agencies $ 32 $ — $ — $ — $ (17 ) $ — $ (15 ) $ — States, municipalities and political subdivisions 5,690 (2 ) (144 ) 344 — 1,636 (1,632 ) 5,892 Residential mortgage-backed securities 55,954 (720 ) 901 3,465 (7,283 ) 3,203 (37,739 ) 17,781 Commercial mortgage-backed securities 43,018 111 76 — (10,083 ) 8,620 (29,440 ) 12,302 Asset-backed securities 73,217 1,147 880 97,051 (48,461 ) 1,065 (11,734 ) 113,165 Corporate and other 20,366 (3,329 ) 3,670 12,244 (4,133 ) 10,606 (7,926 ) 31,498 Total fixed maturity securities 198,277 (2,793 ) 5,383 113,104 (69,977 ) 25,130 (88,486 ) 180,638 Equity securities Common stocks 4,576 (2,842 ) 356 — — 280 — 2,370 Perpetual preferred stocks — — — — — 6,101 — 6,101 Total equity securities 4,576 (2,842 ) 356 — — 6,381 — 8,471 Derivatives 3,813 (1,649 ) — — — — — 2,164 Total financial assets $ 206,666 $ (7,284 ) $ 5,739 $ 113,104 $ (69,977 ) $ 31,511 $ (88,486 ) $ 191,273 Total realized/unrealized (gains) losses included in Balance at December 31, 2016 Net (earnings) loss Other comp. (income) loss Purchases and issuances Sales and settlements Transfer to Level 3 Transfer out of Level 3 Balance at September 30, 2017 Liabilities Warrant liability $ 4,058 $ (967 ) $ — $ — $ — $ — $ — $ 3,091 Contingent liability 11,411 (6,002 ) — — — — — 5,409 Other 816 510 — — — — — 1,326 Total financial liabilities $ 16,285 $ (6,459 ) $ — $ — $ — $ — $ — $ 9,826 |
Schedule of Financial Instruments Measured at Fair Value on Nonrecurring Basis | The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments, which were not measured at fair value on a recurring basis. The table excludes carrying amounts for cash and cash equivalents, accounts receivable, accounts payable and other current liabilities, and other assets and liabilities approximate fair value due to relatively short periods to maturity (in thousands): September 30, 2018 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Mortgage loans $ 87,308 $ — $ — $ — $ — Policy loans 20,324 20,324 — 20,324 — Other invested assets 1,600 1,600 — — 1,600 Total assets not accounted for at fair value $ 109,232 $ 21,924 $ — $ 20,324 $ 1,600 Liabilities Annuity benefits accumulated (1) $ 244,021 $ 241,688 $ — $ — $ 241,688 Debt obligations (2) 660,041 663,383 — 663,383 — Total liabilities not accounted for at fair value $ 904,062 $ 905,071 $ — $ 663,383 $ 241,688 December 31, 2017 Fair Value Measurement Using: Carrying Value Estimated Fair Value Level 1 Level 2 Level 3 Assets Mortgage loans $ 52,109 $ 52,110 $ — $ — $ 52,110 Policy loans 17,944 17,944 — 17,944 — Other invested assets 2,906 3,757 — — 3,757 Total assets not accounted for at fair value $ 72,959 $ 73,811 $ — $ 17,944 $ 55,867 Liabilities Annuity benefits accumulated (1) $ 243,156 $ 240,361 $ — $ — $ 240,361 Debt obligations (2) 544,211 552,413 — 552,413 — Total liabilities not accounted for at fair value $ 787,367 $ 792,774 $ — $ 552,413 $ 240,361 (1) Excludes life contingent annuities in the payout phase. (2) Excludes certain lease obligations accounted for under ASC 840, Leases . |
Accounts Receivable, net (Table
Accounts Receivable, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivables, net from contracts with customers consist of the following (in thousands): September 30, 2018 Accounts receivables with customers Construction $ 200,830 Marine Services 42,002 Energy 2,940 Telecommunications 90,978 Broadcasting 10,616 Other — Total accounts receivables with customers $ 347,366 Accounts receivable, net consist of the following (in thousands): September 30, 2018 December 31, 2017 Contracts in progress $ 183,584 $ 167,809 Trade receivables 102,129 106,937 Unbilled retentions 65,597 50,957 Other receivables 3,780 476 Allowance for doubtful accounts (4,226 ) (3,733 ) Total accounts receivable, net $ 350,864 $ 322,446 |
Recoverable from Reinsurers (Ta
Recoverable from Reinsurers (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Ceded Credit Risk | Recoverable from reinsurers consists of the following (in thousands): September 30, 2018 December 31, 2017 Reinsurer A.M. Best Rating Amount % of Total Amount % of Total Hannover Life Reassurance Company of America A+ $ 338,438 25.9 % $ 336,852 64.0 % Munich American Reassurance Company A+ 331,390 25.4 % — — % ManhattanLife Assurance Company of America B+ 278,339 21.3 % — — % Loyal American Life Insurance Company A 144,246 11.1 % 140,552 26.7 % General Re Life Corporation A++ 142,411 10.9 % — % Great American Life Insurance Company A 52,997 4.1 % 48,933 9.3 % Other 17,217 1.3 % — — % Total $ 1,305,038 100.0 % $ 526,337 100.0 % |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property, Plant and Equipment | Property, plant and equipment consists of the following (in thousands): September 30, 2018 December 31, 2017 Land $ 31,315 $ 30,313 Building and leasehold improvements 39,828 34,632 Plant and transportation equipment 9,721 6,631 Cable-ships and submersibles 253,652 251,840 Equipment, furniture and fixtures, and software 143,056 127,409 Construction in progress 8,811 19,927 486,383 470,752 Less: Accumulated depreciation 116,612 96,092 Total $ 369,771 $ 374,660 |
Goodwill and Intangibles, net (
Goodwill and Intangibles, net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the Changes in the Carrying Amount of Goodwill by Reporting Unit | The changes in the carrying amount of goodwill by segment were as follows (in thousands): Construction Marine Services Energy Telecom Insurance Life Sciences Broadcasting Other Total Balance at December 31, 2017 $ 38,607 $ 14,251 $ 2,122 $ 3,378 $ 47,290 $ 3,620 $ 20,678 $ 1,795 $ 131,741 Measurement period adjustment — — — — — — 725 — 725 Disposition — — — — — (3,620 ) — (1,795 ) (5,415 ) Balance at September 30, 2018 $ 38,607 $ 14,251 $ 2,122 $ 3,378 $ 47,290 $ — $ 21,403 $ — $ 127,051 |
Schedule of Indefinite-Lived Intangible Assets | Balances of indefinite-lived intangible assets as of September 30, 2018 and December 31, 2017 were as follows (in thousands): September 30, 2018 December 31, 2017 State licenses $ 2,450 $ 2,450 FCC licenses and Channel share arrangements 119,981 76,490 Developed technology — 6,392 Total $ 122,431 $ 85,332 |
Schedule of Intangible Assets Subject to Amortization | The gross carrying amount and accumulated amortization of amortizable intangible assets by major intangible asset class is as follows: Weighted-Average Original Useful Life September 30, 2018 December 31, 2017 Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Trade names 11 Years $ 13,981 $ (5,484 ) $ 8,497 $ 13,981 $ (4,527 ) $ 9,454 Customer relationships 12 Years 21,657 (6,137 ) 15,520 21,657 (4,681 ) 16,976 Developed technology 5 Years 1,184 (1,184 ) — 3,823 (3,601 ) 222 Other 4 Years 5,444 (841 ) 4,603 5,374 (253 ) 5,121 Total $ 42,266 $ (13,646 ) $ 28,620 $ 44,835 $ (13,062 ) $ 31,773 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Excluding the impact of any future acquisitions, dispositions or change in foreign currency, the Company estimates the annual amortization expense of amortizable intangible assets for the next five fiscal years will be as follows: Fiscal Year Estimated Amortization Expense 2019 $ 3,907 2020 $ 3,771 2021 $ 3,545 2022 $ 3,448 2023 $ 3,320 |
Life, Accident and Health Res_2
Life, Accident and Health Reserves (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Insurance [Abstract] | |
Schedule of Life, Accident and Health Reserves | Life, accident and health reserves consist of the following (in thousands): September 30, 2018 December 31, 2017 Long-term care insurance reserves $ 4,115,726 $ 1,453,442 Traditional life insurance reserves 318,996 99,951 Other accident and health insurance reserves 272,678 140,568 Total life, accident and health reserves $ 4,707,400 $ 1,693,961 The following table sets forth changes in the liability for claims for the portion of our long-term care insurance reserves in scope of the ASU 2015-09 disclosure requirements (in thousands): Nine Months Ended September 30, 2018 2017 Beginning balance $ 243,456 $ 226,970 Less: recoverable from reinsurers (100,611 ) (97,858 ) Beginning balance, net 142,845 129,112 Incurred related to insured events of: Current year 54,455 44,611 Prior years 6,053 (1,449 ) Total incurred 60,508 43,162 Paid related to insured events of: Current year (3,927 ) (4,054 ) Prior years (36,868 ) (30,505 ) Total paid (40,795 ) (34,559 ) Interest on liability for policy and contract claims 4,128 3,639 Reserve for business acquired during the current period 341,211 — Ending balance, net 507,897 141,354 Add: recoverable from reinsurers 159,055 115,176 Ending balance $ 666,952 $ 256,530 |
Accounts Payable and Other Cu_2
Accounts Payable and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Other Current Liabilities | Accounts payable and other current liabilities consist of the following (in thousands): September 30, 2018 December 31, 2017 Accounts payable $ 111,625 $ 119,236 Accrued expenses and other current liabilities 106,502 99,489 Accrued interconnection costs 72,268 73,383 Accrued payroll and employee benefits 39,486 44,312 Accrued interest 19,328 4,636 Accrued income taxes 4,007 6,436 Total accounts payable and other current liabilities $ 353,216 $ 347,492 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Obligations | Debt obligations consist of the following (in thousands): September 30, 2018 December 31, 2017 Corporate 11.0% Senior Secured Notes due in 2019 $ 510,000 $ 400,000 Construction LIBOR plus 2.50% Line of Credit 10,000 — LIBOR plus 2.25% Notes, due in 2024 4,713 6,738 LIBOR plus 1.50% Line of Credit 37,312 19,670 Marine Services Notes payable and revolving lines of credit, various maturity dates 28,145 23,748 Obligations under capital leases 42,178 48,500 Energy 4.50% Note due in 2022 11,619 12,454 5.00% Term Loan due in 2022 12,731 13,706 Other, various maturity dates 3,410 4,363 Life Sciences 11.0% Notes, various maturity dates 1,475 1,750 Broadcasting LIBOR plus applicable margin Bridge Note, due in 2018 — 60,000 8.50% Note due 2019 35,000 — Other, various maturity dates 9,993 10,135 Other Notes payable, various maturity dates — 54 Total 706,576 601,118 Issuance discount, net and deferred financing costs (4,356 ) (7,946 ) Debt obligations $ 702,220 $ 593,172 |
Employee Retirement Plans (Tabl
Employee Retirement Plans (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Components of Net Periodic Benefit Cost | The following table presents the components of Net periodic benefit cost for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Service cost - benefits earning during the period $ — $ — $ — $ — Interest cost on projected benefit obligation 1,344 1,403 4,033 4,209 Expected return on assets (1,901 ) (1,921 ) (5,702 ) (5,764 ) Actuarial gain — — — — Foreign currency gain (loss) (24 ) 7 (72 ) 22 Net periodic benefit cost (income) $ (581 ) $ (511 ) $ (1,741 ) $ (1,533 ) |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Fair Value of Each Option Grant Estimated | The fair value of each option grant was estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions shown as a weighted average for the year: Nine Months Ended September 30, 2018 2017 Expected option life (in years) 0.88 - 5.84 0.39 - 6.10 Risk-free interest rate 2.24 - 2.85% 1.11 - 2.22% Expected volatility 47.51 - 47.89% 47.04 - 48.29% Dividend yield —% —% |
Summary of Company's Restricted Stock Activity | A summary of HC2’s restricted stock activity is as follows: Shares Weighted Average Grant Date Fair Value Unvested - December 31, 2017 1,588,406 $ 5.36 Granted 2,073,612 $ 6.21 Vested (263,189 ) $ 5.53 Forfeited (162,660 ) $ 5.70 Unvested - September 30, 2018 3,236,169 $ 5.87 |
Summary of Company's Stock Option Activity | A summary of HC2’s stock option activity is as follows: Shares Weighted Average Exercise Price Outstanding - December 31, 2017 6,989,856 $ 6.57 Granted 662,769 $ 5.45 Exercised (274,037 ) $ 4.37 Forfeited (60,293 ) $ 5.50 Expired (157,434 ) $ 9.00 Outstanding - September 30, 2018 7,160,861 $ 6.51 Eligible for exercise 5,877,428 $ 6.31 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Schedule of Stock by Class | The Company’s preferred shares authorized, issued and outstanding consisted of the following: September 30, 2018 December 31, 2017 Preferred shares authorized, $0.001 par value 20,000,000 20,000,000 Series A shares issued and outstanding 12,500 12,500 Series A-2 shares issued and outstanding 14,000 14,000 |
Summary of Cash, PIK and Special Cash Dividends | During the nine months ended September 30, 2018 and 2017, HC2's Board of Directors declared cash dividends with respect to HC2’s issued and outstanding Preferred Stock, as presented in the following table (in thousands): 2018 Declaration Date March 31, 2018 June 30, 2018 September 30, 2018 Holders of Record Date March 31, 2018 June 30, 2018 September 30, 2018 Payment Date April 16, 2018 July 17, 2018 October 15, 2018 Total Dividend $ 500 $ 500 $ 500 2017 Declaration Date March 31, 2017 June 30, 2017 September 30, 2017 Holders of Record Date March 31, 2017 June 30, 2017 September 30, 2017 Payment Date April 17, 2017 July 17, 2017 October 16, 2017 Total Dividend $ 563 $ 500 $ 500 |
Related Parties (Tables)
Related Parties (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Summary of Balance Outstanding of Related Parties | A summary of transactions with such equity method investees and balances outstanding are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue $ 5,684 $ 4,174 $ 13,322 $ 16,271 Operating expenses $ 340 $ 1,258 $ 1,378 $ 6,089 Interest expense $ 310 $ 351 $ 996 $ 1,047 Dividends $ 21,886 $ 2,027 $ 24,260 $ 2,659 September 30, 2018 December 31, 2017 Accounts receivable $ 5,138 $ 8,654 Long-term obligations $ 30,015 $ 35,289 Accounts payable $ 390 $ 1,925 |
Operating Segment and Related_2
Operating Segment and Related Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor | The Company's revenue concentrations of 10% and greater are as follows: Three Months Ended September 30, Nine Months Ended September 30, Segment 2018 2017 2018 2017 Customer A Telecommunications 11.6% * 11.4% * * Less than 10% revenue concentration |
Summary of Company's Geographic and Operating Segments | Summary information with respect to the Company’s geographic and operating segments is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net Revenue by Geographic Region United States $ 450,165 $ 358,743 $ 1,285,578 $ 1,039,252 United Kingdom 45,068 42,233 146,866 112,958 Other 6,123 5,433 19,381 23,419 Total $ 501,356 $ 406,409 $ 1,451,825 $ 1,175,629 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue Construction $ 195,358 $ 151,697 $ 531,209 $ 403,325 Marine Services 44,825 42,817 149,923 123,382 Energy 4,561 3,919 16,141 12,301 Telecommunications 187,798 167,881 580,630 520,214 Insurance 77,229 37,737 161,179 112,032 Broadcasting 11,957 — 33,702 — Other 271 2,358 3,680 4,375 Eliminations (1) (20,643 ) — (24,639 ) — Total net revenue $ 501,356 $ 406,409 $ 1,451,825 $ 1,175,629 (1) The Insurance segment revenues are inclusive of mark-to-market adjustments in the amount of $20.6 million and $24.6 million for the three and nine months ended September 30, 2018 respectively, recorded on equity securities in accordance with ASU 2016-01. Such adjustments are related to transactions between entities under common control which are eliminated or are reclassified to Other income (expenses), net in consolidation. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Loss) income from operations Construction $ 12,475 $ 12,198 $ 30,348 $ 25,911 Marine Services (8,515 ) (181 ) (8,519 ) (1,726 ) Energy (356 ) (1,161 ) 505 (1,784 ) Telecommunications 1,281 1,374 3,413 5,023 Insurance 7,539 17,476 14,488 20,704 Life Sciences (2,221 ) (6,437 ) (12,017 ) (13,167 ) Broadcasting (5,328 ) — (21,393 ) — Other (993 ) (1,383 ) (2,420 ) (7,164 ) Non-operating Corporate (7,591 ) (11,321 ) (23,395 ) (27,455 ) Eliminations (1) (20,643 ) — (24,639 ) — Total (loss) income from operations $ (24,352 ) $ 10,565 $ (43,629 ) $ 342 (1) The Insurance segment revenues are inclusive of mark-to-market adjustments in the amount of $20.6 million and $24.6 million for the three and nine months ended September 30, 2018 respectively, recorded on equity securities in accordance with ASU 2016-01. Such adjustments are related to transactions between entities under common control which are eliminated or are reclassified to Other income (expenses), net in consolidation. A reconciliation of the Company's consolidated segment operating income to consolidated earnings before income taxes is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 (Loss) income from operations $ (24,352 ) $ 10,565 $ (43,629 ) $ 342 Interest expense (17,456 ) (13,222 ) (53,962 ) (39,410 ) Gain on sale and deconsolidation of subsidiary 2,965 — 105,106 — Gain on contingent consideration — 6,320 — 6,001 Income from equity investees 8,134 971 13,655 12,667 Gain on bargain purchase 109,112 — 109,112 — Other income (expenses), net 63,908 (97 ) 64,032 (8,112 ) Income (loss) from continuing operations before income taxes 142,311 4,537 194,314 (28,512 ) Income tax benefit (expense) 9,230 (12,861 ) (1,863 ) (16,167 ) Net income (loss) 151,541 (8,324 ) 192,451 (44,679 ) Less: Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest 1,925 2,357 (18,615 ) 6,305 Net income (loss) attributable to HC2 Holdings, Inc. 153,466 (5,967 ) 173,836 (38,374 ) Less: Preferred stock and deemed dividends from conversions 703 703 2,109 2,079 Net income (loss) attributable to common stock and participating preferred stockholders $ 152,763 $ (6,670 ) $ 171,727 $ (40,453 ) Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Depreciation and Amortization Construction $ 1,851 $ 1,314 $ 5,043 $ 4,194 Marine Services 6,853 6,221 20,110 16,561 Energy 1,389 1,247 4,092 3,876 Telecommunications 89 94 262 285 Insurance (2) (4,820 ) (1,319 ) (7,074 ) (3,440 ) Life Sciences 35 50 146 129 Broadcasting 827 — 2,275 — Other 11 272 53 933 Non-operating Corporate 21 17 62 50 Total $ 6,256 $ 7,896 $ 24,969 $ 22,588 (2) Balance includes amortization of negative VOBA, which increases net income. Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Capital Expenditures (3) Construction $ 6,594 $ 2,517 $ 10,756 $ 9,729 Marine Services 4,707 3,463 18,806 8,195 Energy 274 2,099 1,486 6,540 Telecommunications 13 7 120 47 Insurance — — 273 383 Life Sciences — 197 50 395 Broadcasting 449 — 736 — Other 9 4 17 17 Non-operating Corporate 10 18 46 18 Total $ 12,056 $ 8,305 $ 32,290 $ 25,324 (3) The above capital expenditures exclude assets acquired under terms of capital lease and vendor financing obligations. |
Segment Reporting for Long-term investments, Property and Equipment - Net and Assets | September 30, December 31, 2018 2017 Investments Construction $ 146 $ 250 Marine Services 56,259 66,322 Insurance 3,319,123 1,493,589 Life Sciences 16,144 17,771 Other 6,312 1,518 Eliminations (16,791 ) (35,852 ) Total $ 3,381,193 $ 1,543,598 September 30, December 31, 2018 2017 Property, Plant and Equipment—Net United States $ 161,235 $ 162,788 United Kingdom 202,847 204,866 Other 5,689 7,006 Total $ 369,771 $ 374,660 September 30, December 31, 2018 2017 Total Assets Construction $ 409,987 $ 342,806 Marine Services 394,175 389,500 Energy 79,563 83,607 Telecommunications 105,910 114,445 Insurance 5,480,165 2,117,045 Life Sciences 36,466 31,485 Broadcasting 184,353 136,690 Other 6,320 2,674 Non-operating Corporate 55,849 35,291 Eliminations (22,791 ) (35,852 ) Total $ 6,729,997 $ 3,217,691 |
Basic and Diluted Income (Los_2
Basic and Diluted Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Calculation of Basic Income (Loss) Per Common Share to Diluted Income (Loss) Per Common Share | The following table presents a reconciliation of net income (loss) used in basic and diluted EPS calculations (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net income (loss) attributable to common stock and participating preferred stockholders $ 152,763 $ (6,670 ) $ 171,727 $ (40,453 ) Earnings allocable to common shares: Numerator for basic and diluted earnings per share Participating shares at end of period: Weighted-average common stock outstanding 44,326 43,013 44,175 42,555 Unvested restricted stock 384 — 350 — Preferred stock (as-converted basis) 4,787 — 4,787 — Total 49,497 43,013 49,312 42,555 Percentage of loss allocated to: Common stock 89.6 % 100.0 % 89.6 % 100.0 % Unvested restricted stock 0.8 % — % 0.7 % — % Preferred stock 9.7 % — % 9.7 % — % Net Income (loss) attributable to common stock, basic $ 136,804 $ (6,670 ) $ 153,838 $ (40,453 ) Distributed and Undistributed earnings to Common Shareholders: Effect of assumed shares under treasury stock method for stock options and restricted shares $ 397 $ — $ 378 $ — Income from the dilutive impact of subsidiary securities — — — — Net Income (loss) attributable to common stock, diluted $ 137,201 $ (6,670 ) $ 154,216 $ (40,453 ) Denominator for basic and dilutive earnings per share Weighted average common shares outstanding - basic 44,326 43,013 44,175 42,555 Effect of assumed shares under treasury stock method for stock options and restricted shares 1,891 — 1,400 — Weighted average common shares outstanding - diluted 46,217 43,013 45,575 42,555 Net income (loss) attributable to participating security holders - basic $ 3.09 $ (0.16 ) $ 3.48 $ (0.95 ) Net income (loss) attributable to participating security holders - diluted $ 2.97 $ (0.16 ) $ 3.38 $ (0.95 ) |
Organization and Business (Deta
Organization and Business (Details) | 9 Months Ended |
Sep. 30, 2018segment | |
Business And Organization [Line Items] | |
Number of reportable segments | 8 |
DBMG | |
Business And Organization [Line Items] | |
Parents controlling interest | 92.00% |
GMSL | |
Business And Organization [Line Items] | |
Parents controlling interest | 72.00% |
ANG | |
Business And Organization [Line Items] | |
Parents controlling interest | 68.00% |
ICS | |
Business And Organization [Line Items] | |
Parents controlling interest | 100.00% |
CGI | |
Business And Organization [Line Items] | |
Parents controlling interest | 100.00% |
Genoval Orthopedics inc. | |
Business And Organization [Line Items] | |
Parents controlling interest | 80.00% |
R2 Dermatology, Inc. | |
Business And Organization [Line Items] | |
Parents controlling interest | 74.00% |
Medibeacon Inc., and Triple Ring Technologies, Inc | |
Business And Organization [Line Items] | |
Parents controlling interest | 50.00% |
HC2 Broadcasting Holdings, Inc | |
Business And Organization [Line Items] | |
Parents controlling interest | 98.00% |
DTV America | |
Business And Organization [Line Items] | |
Parents controlling interest | 49.00% |
Percentage of proxy and voting rights from minority holders | 10.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - Accounting Standards Update 2016-01 - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cumulative effect adjustment to retained earnings | [1] | $ 1,635 | ||
Retained Earnings (Accumulated Deficit) | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cumulative effect adjustment to retained earnings | $ 3,295 | $ 3,295 | [1] | |
[1] | See Note 2 for further information about adjustments resulting from the Company’s adoption of new accounting standards in 2018. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 831,634 | $ 97,885 | $ 130,791 | $ 115,371 |
Restricted cash included in other assets | 4,545 | 968 | 646 | 498 |
Total cash and cash equivalents and restricted cash | $ 836,179 | $ 98,853 | $ 131,437 | $ 115,869 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of New Accounting Pronouncements and Changes in Accounting Principles (Details) - Accounting Standards Update 2016-01 - USD ($) $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment to retained earnings | [1] | $ 1,635 | ||
Retained Earnings (Accumulated Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment to retained earnings | $ 3,295 | $ 3,295 | [1] | |
Equity securities which were previously classified as available-for-sale | Retained Earnings (Accumulated Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment to retained earnings | 1,660 | |||
Equity securities which were previously accounted for under the cost method | Retained Earnings (Accumulated Deficit) | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative effect adjustment to retained earnings | $ 1,635 | |||
[1] | See Note 2 for further information about adjustments resulting from the Company’s adoption of new accounting standards in 2018. |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($)provider | Dec. 31, 2017USD ($) | |
Construction | |||
Revenue from External Customer [Line Items] | |||
Change in contract assets costs in excess of billings, new commercial contracts | $ 45,800 | $ 45,800 | |
Change in contract assets costs in excess of billings, transfer to receivables | 23,400 | 23,400 | |
Change in contract liabilities costs in excess of billings, new commercial contracts | 53,300 | 53,300 | |
Change in contract liabilities costs in excess of billings, transfer to receivables | 29,400 | 29,400 | |
Contract liabilities | $ 53,796 | $ 53,796 | $ 29,862 |
Marine Services | |||
Revenue from External Customer [Line Items] | |||
Percent of revenue recognized | 77.00% | 73.00% | |
Contract liabilities | $ 2,642 | $ 2,642 | 3,106 |
Energy | |||
Revenue from External Customer [Line Items] | |||
Revenue after customer rebates tax credits | 2,600 | ||
Broadcasting | |||
Revenue from External Customer [Line Items] | |||
Contract liabilities | $ 1,400 | $ 1,400 | $ 1,600 |
Telecommunication - Maintenance | Marine Services | |||
Revenue from External Customer [Line Items] | |||
Number of global telecommunications providers | provider | 60 | ||
Telecommunication - Maintenance | Marine Services | Minimum | |||
Revenue from External Customer [Line Items] | |||
Term of contract | 5 years | ||
Telecommunication - Maintenance | Marine Services | Maximum | |||
Revenue from External Customer [Line Items] | |||
Term of contract | 7 years | ||
Telecommunication - Installation | Marine Services | Minimum | |||
Revenue from External Customer [Line Items] | |||
Term of contract | 1 month | ||
Telecommunication - Installation | Marine Services | Maximum | |||
Revenue from External Customer [Line Items] | |||
Term of contract | 5 months |
Revenue - Narrative, Performanc
Revenue - Narrative, Performance Obligation (Details) - Broadcasting - Advertising $ in Millions | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 5.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 9.4 |
Revenue - Reconciliation of Rev
Revenue - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Construction | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 195,291 | 531,118 | ||
Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 44,825 | 149,923 | ||
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 4,180 | 12,351 | ||
Telecommunications | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 187,798 | 580,630 | ||
Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 11,957 | 33,702 | ||
Operating Segments | Construction | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 195,358 | 531,209 | ||
Operating Segments | Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 44,825 | 149,923 | ||
Operating Segments | Energy | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 4,561 | 16,141 | ||
Operating Segments | Telecommunications | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 187,798 | 580,630 | ||
Operating Segments | Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 11,957 | 33,702 | ||
Operating Segments | Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 271 | $ 3,680 |
Revenue - Schedule of Accounts
Revenue - Schedule of Accounts Receivable (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | $ 347,366 |
Construction | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | 200,830 |
Marine Services | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | 42,002 |
Energy | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | 2,940 |
Telecommunications | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | 90,978 |
Broadcasting | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | 10,616 |
Other | |
Segment Reporting Information [Line Items] | |
Total accounts receivables with customers | $ 0 |
Revenue - Construction Segment
Revenue - Construction Segment Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Net revenue | 501,356 | $ 406,409 | 1,451,825 | $ 1,175,629 |
Construction | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 195,291 | 531,118 | ||
Other revenue | 67 | 91 | ||
Net revenue | 195,358 | 531,209 | ||
Construction | Commercial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 65,156 | 202,597 | ||
Construction | Convention | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 54,199 | 108,027 | ||
Construction | Healthcare | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 28,389 | 85,475 | ||
Construction | Industrial | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 13,802 | 49,797 | ||
Construction | Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 33,745 | $ 85,222 |
Revenue - Construction Segmen_2
Revenue - Construction Segment Contract with Customer, Asset and Liability (Details) - Construction - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Contract assets | $ 48,062 | $ 25,676 |
Contract liabilities | $ (53,796) | $ (29,862) |
Revenue - Schedule of Construct
Revenue - Schedule of Construction Segment Revenue (Details) - Construction $ in Thousands | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 450,518 |
Remaining performance obligation period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 164,849 |
Remaining performance obligation period | 60 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 615,367 |
Commercial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 135,262 |
Commercial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 11 |
Commercial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 135,273 |
Convention | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 118,023 |
Convention | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Convention | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 118,023 |
Healthcare | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 53,116 |
Healthcare | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 89 |
Healthcare | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 53,205 |
Industrial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 43,035 |
Industrial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 34,607 |
Industrial | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 77,642 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 101,082 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 130,142 |
Other | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 231,224 |
Revenue - Marine Segment Disagg
Revenue - Marine Segment Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Net revenue | 501,356 | $ 406,409 | 1,451,825 | $ 1,175,629 |
Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 44,825 | 149,923 | ||
Other revenue | 0 | 0 | ||
Net revenue | 44,825 | 149,923 | ||
Telecommunication - Maintenance | Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 21,944 | 65,816 | ||
Telecommunication - Installation | Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 5,532 | 29,328 | ||
Power - Operations, Maintenance & Construction Support | Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 9,304 | 25,889 | ||
Power - Cable Installation & Repair | Marine Services | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 8,045 | $ 28,890 |
Revenue - Marine Segment Contra
Revenue - Marine Segment Contract with Customer, Asset and Liability (Details) - Marine Services - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | ||
Contract assets | $ 14,237 | $ 6,610 |
Contract liabilities | $ (2,642) | $ (3,106) |
Revenue - Schedule of Marine Se
Revenue - Schedule of Marine Segment Revenue (Details) - Marine Services $ in Thousands | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligation period | 3 months |
Remaining performance obligations | $ 34,315 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligation period | 60 months |
Remaining performance obligations | $ 283,587 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 39,844 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 357,746 |
Telecommunication - Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 18,260 |
Telecommunication - Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 267,160 |
Telecommunication - Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 39,844 |
Telecommunication - Maintenance | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 325,264 |
Telecommunication - Installation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 10,104 |
Telecommunication - Installation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Telecommunication - Installation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Telecommunication - Installation | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 10,104 |
Power - Operations, Maintenance & Construction Support | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 4,090 |
Power - Operations, Maintenance & Construction Support | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 16,427 |
Power - Operations, Maintenance & Construction Support | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Power - Operations, Maintenance & Construction Support | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 20,517 |
Power - Cable Installation & Repair | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 1,861 |
Power - Cable Installation & Repair | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Power - Cable Installation & Repair | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | 0 |
Power - Cable Installation & Repair | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Segment Reporting Information [Line Items] | |
Remaining performance obligations | $ 1,861 |
Revenue - Energy Segment Disagg
Revenue - Energy Segment Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Net revenue | 501,356 | $ 406,409 | 1,451,825 | $ 1,175,629 |
Energy | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 4,180 | 12,351 | ||
RNG Incentives | 285 | 1,027 | ||
Alternative Fuel Tax Credit | 64 | 2,640 | ||
Other revenue | 32 | 123 | ||
Net revenue | 4,561 | 16,141 | ||
Volume-related | Energy | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 4,160 | 12,283 | ||
Maintenance services | Energy | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 20 | $ 68 |
Revenue - Telecommunications Se
Revenue - Telecommunications Segment Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Net revenue | 501,356 | $ 406,409 | 1,451,825 | $ 1,175,629 |
Telecommunications | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | 187,798 | 580,630 | ||
Other revenue | 0 | 0 | ||
Net revenue | 187,798 | 580,630 | ||
Telecommunications | Termination of long distance minutes | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue from contracts with customers | $ 187,798 | $ 580,630 |
Revenue - Broadcasting Segment
Revenue - Broadcasting Segment Remaining Unsatisfied Performance Obligations (Details) - Advertising - Broadcasting $ in Millions | Sep. 30, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | 5.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligations | $ 9.4 |
Revenue - Broadcasting Segmen_2
Revenue - Broadcasting Segment Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 444,770 | $ 368,672 | $ 1,315,285 | $ 1,063,597 |
Net revenue | 501,356 | $ 406,409 | 1,451,825 | $ 1,175,629 |
Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 11,957 | 33,702 | ||
Other revenue | 0 | 0 | ||
Net revenue | 11,957 | 33,702 | ||
Advertising | Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 7,388 | 21,152 | ||
LMA | Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 2,527 | 8,016 | ||
Retransmission | Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | 1,652 | 3,502 | ||
Other | Broadcasting | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue from contracts with customers | $ 390 | $ 1,032 |
Acquisitions, Dispositions, a_3
Acquisitions, Dispositions, and Deconsolidations - Construction Segment (Details) - USD ($) $ in Thousands | Nov. 01, 2017 | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 127,051 | $ 131,741 | |
DBMG | |||
Business Acquisition [Line Items] | |||
Goodwill | 2,290 | ||
Acquisition costs | 3,300 | ||
DBMG | Assembled and Trained Workforce | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 1,500 | ||
DBMG | Candraft | |||
Business Acquisition [Line Items] | |||
Percentage of ownership interest acquired | 100.00% | ||
DBMG | Candraft and MSS | |||
Business Acquisition [Line Items] | |||
Consideration paid | $ 17,800 | ||
Cash paid in acquisition | $ 16,100 |
Acquisitions, Dispositions, a_4
Acquisitions, Dispositions, and Deconsolidations - Schedule of Purchase Price Allocations (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Purchase price allocation | ||
Goodwill | $ 127,051 | $ 131,741 |
Other | ||
Purchase price allocation | ||
Accounts receivable | 9,134 | |
Property, plant and equipment | 12,097 | |
Goodwill | 21,402 | |
Intangibles | 80,378 | |
Other assets | 1,290 | |
Cash and cash equivalents | 61 | |
Total assets acquired | 124,362 | |
Accounts payable and other current liabilities | (8,036) | |
Deferred tax liability | (6,072) | |
Other liabilities | (86) | |
Debt obligations | (4,480) | |
Total liabilities assumed | (18,674) | |
Enterprise value | 105,688 | |
Less fair value of noncontrolling interest | 14,496 | |
Total net assets acquired | 91,192 | |
DBMG | ||
Purchase price allocation | ||
Accounts receivable | 473 | |
Property, plant and equipment | 12,730 | |
Goodwill | 2,290 | |
Intangibles | 1,608 | |
Other assets | 909 | |
Total assets acquired | 18,010 | |
Accounts payable and other current liabilities | (23) | |
Other liabilities | (167) | |
Total liabilities assumed | (190) | |
Total net assets acquired | 17,820 | |
Marine Services | ||
Purchase price allocation | ||
Property, plant and equipment | 73,320 | |
Goodwill | 11,783 | |
Other assets | 596 | |
Cash and cash equivalents | 2,212 | |
Total assets acquired | 87,911 | |
Accounts payable and other current liabilities | (676) | |
Total liabilities assumed | (676) | |
Total net assets acquired | 87,235 | |
Broadcasting | ||
Purchase price allocation | ||
Property, plant and equipment | 840 | |
Intangibles | 44,231 | |
Other assets | 1,442 | |
Cash and cash equivalents | 43,763 | |
Total assets acquired | 46,513 | |
Debt obligations | (7,655) | |
Total liabilities assumed | 0 | |
Enterprise value | $ 46,513 | |
Less fair value of noncontrolling interest | 1,780 | |
Total net assets acquired | 91,192 | |
Broadcasting | Other | ||
Purchase price allocation | ||
Cash and cash equivalents | 12,104 | |
Debt obligations | 0 | |
Less fair value of noncontrolling interest | 0 | |
Total net assets acquired | 12,104 | |
Broadcasting | CGI | ||
Purchase price allocation | ||
Outstanding debt | $ 2,000 |
Acquisitions, Dispositions, a_5
Acquisitions, Dispositions, and Deconsolidations - Marine Services Segment (Details) - Marine Services $ in Millions | Nov. 30, 2017USD ($)employeeasset | Dec. 31, 2017USD ($) |
Subsidiary Of Fugro N.V. (AMS:FUR) | ||
Business Acquisition [Line Items] | ||
Number of assets acquired | asset | 5 | |
Number of employees acquired | employee | 19 | |
Consideration paid | $ 87.2 | |
Short-term loan | $ 7.5 | |
CWind Limited | ||
Business Acquisition [Line Items] | ||
Acquisition costs | $ 1.8 | |
GMH LLC | Subsidiary Of Fugro N.V. (AMS:FUR) | ||
Business Acquisition [Line Items] | ||
Percentage of ownership | 23.60% |
Acquisitions, Dispositions, a_6
Acquisitions, Dispositions, and Deconsolidations - Insurance Segment (Details) - USD ($) $ in Thousands | Aug. 09, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||||
Gain on bargain purchase | $ 109,112 | $ 0 | $ 109,112 | $ 0 | |
KMG America | |||||
Business Acquisition [Line Items] | |||||
Fixed maturity securities, available-for-sale at fair value | $ 1,575,428 | ||||
Equity securities | 309 | ||||
Mortgage loans | 940 | ||||
Policy loans | 2,915 | ||||
Cash and cash equivalents | 806,667 | ||||
Recoverable from reinsurers | 901,823 | ||||
Other assets | 27,374 | ||||
Total assets acquired | 3,315,456 | ||||
Life, accident and health reserves | 2,931,270 | ||||
Annuity reserves | 11,303 | ||||
Value of business acquired | 214,401 | ||||
Accounts payable and other current liabilities | 6,022 | ||||
Deferred tax liability | 25,498 | ||||
Other liabilities | 17,840 | ||||
Total liabilities assumed | 3,206,334 | ||||
Total net assets acquired | 109,122 | ||||
Total fair value of consideration | 10 | ||||
Gain on bargain purchase | 109,112 | ||||
Kanawha Insurance Company | KMG America | |||||
Business Acquisition [Line Items] | |||||
Total fair value of consideration | $ 10 |
Acquisitions, Dispositions, a_7
Acquisitions, Dispositions, and Deconsolidations - Life Sciences Segment (Details) - BeneVir - Life Sciences Segment | Jun. 08, 2018USD ($) |
Business Acquisition [Line Items] | |
Consideration paid | $ 106,700,000 |
Payment received | 72,800,000 |
Cash payment to be received upon release of escrow | 9,200,000 |
Payment to be received upon achievement of specified development milestones | 512,200,000 |
Pansend | |
Business Acquisition [Line Items] | |
Cash payment held in escrow | 13,300,000 |
Gain on sale of business | 102,100,000 |
Payment received | 93,400,000 |
Payments to be received upon achievement of specified levels of annual net sales of licensed products | 493,100,000 |
Payment to be received upon achievement of specified development milestones | 189,700,000 |
Pansend | Non-controlling Interest | |
Business Acquisition [Line Items] | |
Gain on sale of business | $ 21,700,000 |
Janssen Biotech, Inc. | |
Business Acquisition [Line Items] | |
Percentage of ownership interest acquired | 75.90% |
Cash paid in acquisition | $ 140,000,000 |
Acquisitions, Dispositions, a_8
Acquisitions, Dispositions, and Deconsolidations - Broadcasting Segment (Details) $ in Thousands | Nov. 30, 2017USD ($)stationcitytelevision_broadcast_networksoperating_station | Feb. 28, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Other | ||||
Business Acquisition [Line Items] | ||||
Assets acquired | $ 91,192 | |||
Broadcasting | ||||
Business Acquisition [Line Items] | ||||
Cash paid | $ 44,800 | |||
Assets acquired | 91,192 | |||
Consideration paid | $ 46,513 | |||
Broadcasting | DTV | ||||
Business Acquisition [Line Items] | ||||
Percentage of ownership interest acquired | 50.00% | |||
Assets acquired | $ 17,700 | 17,652 | ||
Number of LPTV stations acquired | station | 52 | |||
Number of cities with LPTV stations | city | 40 | |||
Number of television broadcast networks | television_broadcast_networks | 30 | |||
Broadcasting | Mako | ||||
Business Acquisition [Line Items] | ||||
Assets acquired | $ 28,400 | 28,436 | ||
Number of operating stations acquired | operating_station | 38 | |||
Number of cities with operating stations | city | 28 | |||
Broadcasting | Other | ||||
Business Acquisition [Line Items] | ||||
Assets acquired | $ 12,104 | |||
HC2 Network Inc. | Northstar's Broadcast Television Stations | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $ 33,000 |
Acquisitions, Dispositions, a_9
Acquisitions, Dispositions, and Deconsolidations - Fair Value Consideration (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Nov. 30, 2017 |
Other | ||
Business Acquisition [Line Items] | ||
Cash | $ 61 | |
Debt obligations | 4,480 | |
Fair value of previously held interest | 14,496 | |
Fair value of consideration | 91,192 | |
Broadcasting | ||
Business Acquisition [Line Items] | ||
Cash | 43,763 | |
Accounts payable | 33,000 | |
Equity | 4,994 | |
Debt obligations | 7,655 | |
Fair value of previously held interest | 1,780 | |
Fair value of consideration | 91,192 | |
Broadcasting | DTV | ||
Business Acquisition [Line Items] | ||
Cash | 13,467 | |
Accounts payable | 0 | |
Equity | 0 | |
Debt obligations | 2,405 | |
Fair value of previously held interest | 1,780 | |
Fair value of consideration | 17,652 | $ 17,700 |
Broadcasting | Mako | ||
Business Acquisition [Line Items] | ||
Cash | 18,192 | |
Accounts payable | 0 | |
Equity | 4,994 | |
Debt obligations | 5,250 | |
Fair value of previously held interest | 0 | |
Fair value of consideration | 28,436 | $ 28,400 |
Broadcasting | Azteca | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts payable | 33,000 | |
Equity | 0 | |
Debt obligations | 0 | |
Fair value of previously held interest | 0 | |
Fair value of consideration | 33,000 | |
Broadcasting | Other | ||
Business Acquisition [Line Items] | ||
Cash | 12,104 | |
Accounts payable | 0 | |
Equity | 0 | |
Debt obligations | 0 | |
Fair value of previously held interest | 0 | |
Fair value of consideration | $ 12,104 |
Acquisitions, Dispositions, _10
Acquisitions, Dispositions, and Deconsolidations - Acquired Intangible Assets (Details) - Other $ in Thousands | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Intangibles | $ 80,378 |
FCC licenses | |
Business Acquisition [Line Items] | |
Intangibles | 75,852 |
Trade names | |
Business Acquisition [Line Items] | |
Intangibles | 208 |
Other | |
Business Acquisition [Line Items] | |
Intangibles | $ 4,318 |
Acquisitions, Dispositions, _11
Acquisitions, Dispositions, and Deconsolidations - Other Segment (Details) - 704Games $ in Millions | Aug. 14, 2018USD ($) |
Business Acquisition [Line Items] | |
Ownership percent | 26.20% |
Gain recognized | $ 3 |
Motorsport Network | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 53.50% |
Acquisitions, Dispositions, _12
Acquisitions, Dispositions, and Deconsolidations - Business Acquisition, Pro Forma Information (Details) - Fugro and KMG - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 453,832 | $ 1,320,574 |
Net income (loss) from continuing operations | 12,390 | (198) |
Net income (loss) attributable to HC2 Holdings, Inc. | $ (830) | $ (19,750) |
Investments - Schedule of Fixed
Investments - Schedule of Fixed Maturity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,985,637 | |
Unrealized Losses | (30,825) | $ (4,514) |
Fair Value | 2,985,443 | 1,340,626 |
Fixed maturity securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,985,637 | 1,266,571 |
Unrealized Gains | 30,631 | 78,378 |
Unrealized Losses | (30,825) | (4,323) |
Fair Value | 2,985,443 | 1,340,626 |
U.S. Government and government agencies | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 28,491 | 15,283 |
Unrealized Gains | 225 | 470 |
Unrealized Losses | (158) | (31) |
Fair Value | 28,558 | 15,722 |
States, municipalities and political subdivisions | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 413,554 | 377,549 |
Unrealized Gains | 5,678 | 18,953 |
Unrealized Losses | (2,842) | (1,052) |
Fair Value | 416,390 | 395,450 |
Foreign government | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 6,331 | |
Unrealized Gains | 0 | |
Unrealized Losses | (333) | |
Fair Value | 5,998 | |
Residential mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 98,420 | 101,974 |
Unrealized Gains | 3,229 | 4,185 |
Unrealized Losses | (972) | (1,264) |
Fair Value | 100,677 | 104,895 |
Commercial mortgage-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 60,735 | 30,152 |
Unrealized Gains | 144 | 269 |
Unrealized Losses | (509) | (16) |
Fair Value | 60,370 | 30,405 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 287,497 | 145,479 |
Unrealized Gains | 1,078 | 2,610 |
Unrealized Losses | (2,776) | (163) |
Fair Value | 285,799 | 147,926 |
Corporate and other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,096,940 | 589,803 |
Unrealized Gains | 20,277 | 51,891 |
Unrealized Losses | (23,568) | (1,464) |
Fair Value | $ 2,093,649 | $ 640,230 |
Investments - Narrative (Detail
Investments - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 04, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)securityshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)securityshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)securityshares |
Debt Securities, Available-for-sale [Line Items] | ||||||
Number of fixed maturity and equity securities | security | 738 | 738 | 126 | |||
Percentage of gross unrealized loss | 100.00% | 100.00% | 100.00% | |||
Common stock, shares issued (in shares) | shares | 45,188,169 | 45,188,169 | 44,570,004 | |||
Gain resulting from change in accounting method | $ 819 | $ (526) | $ 2,886 | $ 1,294 | ||
Fixed maturity securities | Investment grade | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Percentage of gross unrealized loss | 85.30% | 85.30% | 7.30% | |||
Percentage of fair value | 94.00% | 94.00% | 10.40% | |||
Not designated as hedging instrument | Mortgage-backed securities | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Investments at fair value | $ 10,700 | $ 10,700 | $ 12,300 | |||
Gain (loss) resulting from changes in fair value of securities | (200) | $ 600 | $ 500 | $ 0 | ||
Inseego Corp | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Common stock, shares issued (in shares) | shares | 12,000,000 | |||||
Price per share (in dollars per share) | $ / shares | $ 1.63 | |||||
Proceeds from issuance of stock | $ 19,700 | |||||
Inseego Corp | Inseego Corp | ||||||
Debt Securities, Available-for-sale [Line Items] | ||||||
Gain resulting from change in accounting method | $ 44,200 |
Investments - Schedule of Matur
Investments - Schedule of Maturities of Fixed Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Amortized Cost | ||
Amortized Cost | $ 2,985,637 | |
Fair Value | ||
Total | 2,985,443 | $ 1,340,626 |
Corporate, Municipal, U.S. Government and Other securities | ||
Amortized Cost | ||
Due in one year or less | 23,754 | |
Due after one year through five years | 200,595 | |
Due after five years through ten years | 276,546 | |
Due after ten years | 2,038,090 | |
Subtotal | 2,538,985 | |
Fair Value | ||
Due in one year or less | 23,612 | |
Due after one year through five years | 200,684 | |
Due after five years through ten years | 276,146 | |
Due after ten years | 2,038,155 | |
Subtotal | 2,538,597 | |
Mortgage-backed securities | ||
Amortized Cost | ||
Amortized cost, without single maturity date | 159,155 | |
Fair Value | ||
Fair value, without single maturity date | 161,047 | |
Asset-backed securities | ||
Amortized Cost | ||
Amortized cost, without single maturity date | 287,497 | |
Amortized Cost | 287,497 | 145,479 |
Fair Value | ||
Fair value, without single maturity date | 285,799 | |
Total | $ 285,799 | $ 147,926 |
Investments - Schedule of Major
Investments - Schedule of Major Industry Types of Fixed Maturity Holdings (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,985,637 | |
Fair Value | 2,985,443 | $ 1,340,626 |
Corporate And Other Fixed Maturities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,096,940 | 589,803 |
Fair Value | $ 2,093,649 | $ 640,230 |
Percentage of Total | 100.00% | 100.00% |
Corporate And Other Fixed Maturities | Finance, insurance, and real estate | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 385,333 | $ 191,234 |
Fair Value | $ 384,306 | $ 203,735 |
Percentage of Total | 18.40% | 31.80% |
Corporate And Other Fixed Maturities | Transportation, communications, electric, gas and sanitary services | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 626,457 | $ 186,114 |
Fair Value | $ 631,183 | $ 201,802 |
Percentage of Total | 30.10% | 31.50% |
Corporate And Other Fixed Maturities | Manufacturing | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 715,322 | $ 100,942 |
Fair Value | $ 708,375 | $ 111,391 |
Percentage of Total | 33.80% | 17.40% |
Corporate And Other Fixed Maturities | Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 369,828 | $ 111,513 |
Fair Value | $ 369,785 | $ 123,302 |
Percentage of Total | 17.70% | 19.30% |
Investments - Other than Tempor
Investments - Other than Temporary Impairment, Credit Losses Recognized in Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Investment [Line Items] | ||||
Total other-than-temporary impairments | $ 623 | $ 0 | $ 623 | $ 6,112 |
Net realized and unrealized gains (losses) on investments | ||||
Investment [Line Items] | ||||
Total other-than-temporary impairments | 623 | 0 | 623 | 0 |
Other income (expenses), net | ||||
Investment [Line Items] | ||||
Total other-than-temporary impairments | $ 0 | $ 0 | $ 0 | $ 6,112 |
Investments - Schedule of Unrea
Investments - Schedule of Unrealized Losses for Fixed Maturities Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Unrealized Losses | ||
Less than 20% | $ (30,817) | $ (4,230) |
20% or more for less than six months | 0 | (174) |
20% or more for six months or greater | $ (8) | $ (110) |
Percentage of Total | ||
Less than 20% | 100.00% | 93.70% |
20% or more for less than six months | 0.00% | 3.90% |
20% or more for six months or greater | 0.00% | 2.40% |
Unrealized Losses | $ (30,825) | $ (4,514) |
Total | 100.00% | 100.00% |
Investments - Schedule of Estim
Investments - Schedule of Estimated Fair Values and Gross Unrealized Losses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fixed maturity securities | ||
Less than 12 months | ||
Fair Value | $ 1,928,493 | $ 86,424 |
Unrealized Losses | (27,579) | (2,297) |
12 months of greater | ||
Fair Value | 37,415 | 59,504 |
Unrealized Losses | (3,246) | (2,026) |
Fair Value | 1,965,908 | 145,928 |
Unrealized Losses | (30,825) | (4,323) |
U.S. Government and government agencies | ||
Less than 12 months | ||
Fair Value | 26,378 | 5,044 |
Unrealized Losses | (158) | (17) |
12 months of greater | ||
Fair Value | 0 | 2,199 |
Unrealized Losses | 0 | (14) |
Fair Value | 26,378 | 7,243 |
Unrealized Losses | (158) | (31) |
States, municipalities and political subdivisions | ||
Less than 12 months | ||
Fair Value | 204,991 | 32,939 |
Unrealized Losses | (2,583) | (834) |
12 months of greater | ||
Fair Value | 7,051 | 10,757 |
Unrealized Losses | (259) | (218) |
Fair Value | 212,042 | 43,696 |
Unrealized Losses | (2,842) | (1,052) |
Foreign government | ||
Less than 12 months | ||
Fair Value | 0 | |
Unrealized Losses | 0 | |
12 months of greater | ||
Fair Value | 5,999 | |
Unrealized Losses | (333) | |
Fair Value | 5,999 | |
Unrealized Losses | (333) | |
Residential mortgage-backed securities | ||
Less than 12 months | ||
Fair Value | 53,126 | 5,139 |
Unrealized Losses | (850) | (546) |
12 months of greater | ||
Fair Value | 2,260 | 16,150 |
Unrealized Losses | (122) | (718) |
Fair Value | 55,386 | 21,289 |
Unrealized Losses | (972) | (1,264) |
Commercial mortgage-backed securities | ||
Less than 12 months | ||
Fair Value | 40,963 | 5,053 |
Unrealized Losses | (509) | (12) |
12 months of greater | ||
Fair Value | 0 | 1,003 |
Unrealized Losses | 0 | (4) |
Fair Value | 40,963 | 6,056 |
Unrealized Losses | (509) | (16) |
Asset-backed securities | ||
Less than 12 months | ||
Fair Value | 164,675 | 19,771 |
Unrealized Losses | (2,637) | (64) |
12 months of greater | ||
Fair Value | 2,250 | 3,963 |
Unrealized Losses | (139) | (99) |
Fair Value | 166,925 | 23,734 |
Unrealized Losses | (2,776) | (163) |
Corporate and other | ||
Less than 12 months | ||
Fair Value | 1,438,360 | 18,478 |
Unrealized Losses | (20,842) | (824) |
12 months of greater | ||
Fair Value | 25,854 | 19,433 |
Unrealized Losses | (2,726) | (640) |
Fair Value | 1,464,214 | 37,911 |
Unrealized Losses | $ (23,568) | $ (1,464) |
Investments - Equity Securities
Investments - Equity Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Equity securities | $ 217,153 | $ 47,500 |
Common stocks | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity securities | 63,298 | 4,928 |
Perpetual preferred stocks | ||
Debt Securities, Available-for-sale [Line Items] | ||
Equity securities | $ 153,855 | $ 42,572 |
Investments - Schedule of Other
Investments - Schedule of Other Invested Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Summary of Investment Holdings [Line Items] | ||
Measurement Alternative | $ 1,600 | |
Equity Method | 69,075 | $ 82,253 |
Fair Value | 290 | 260 |
Cost Method | 2,906 | |
Common Equity | ||
Summary of Investment Holdings [Line Items] | ||
Measurement Alternative | 0 | |
Equity Method | 1,914 | 1,484 |
Fair Value | 0 | 0 |
Cost Method | 0 | |
Preferred Equity | ||
Summary of Investment Holdings [Line Items] | ||
Measurement Alternative | 1,600 | |
Equity Method | 10,757 | 14,197 |
Fair Value | 0 | 0 |
Cost Method | 2,484 | |
Derivatives | ||
Summary of Investment Holdings [Line Items] | ||
Measurement Alternative | 0 | |
Equity Method | 0 | 0 |
Fair Value | 290 | 260 |
Cost Method | 422 | |
Joint Ventures | ||
Summary of Investment Holdings [Line Items] | ||
Measurement Alternative | 0 | |
Equity Method | 56,404 | 66,572 |
Fair Value | $ 0 | 0 |
Cost Method | $ 0 |
Investments - Summarized Inform
Investments - Summarized Information for Equity Method Investments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net revenue | $ 220,694 | $ 369,336 |
Gross profit | 71,365 | 109,543 |
Income (loss) from continuing operations | 34,805 | (10,118) |
Net income (loss) | 27,799 | (31,453) |
Current assets | 312,252 | 317,786 |
Noncurrent assets | 93,099 | 189,278 |
Current liabilities | 210,510 | 197,855 |
Noncurrent liabilities | $ 18,507 | $ 152,879 |
Investments - Net Investment In
Investments - Net Investment Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Investment [Line Items] | ||||
Gross investment income | $ 31,885 | $ 16,333 | $ 69,041 | $ 48,681 |
External investment expense | (175) | (46) | (265) | (151) |
Net investment income | 31,710 | 16,287 | 68,776 | 48,530 |
Fixed maturity securities, available-for-sale at fair value | ||||
Investment [Line Items] | ||||
Gross investment income | 26,687 | 14,951 | 58,574 | 44,426 |
Equity securities | ||||
Investment [Line Items] | ||||
Gross investment income | 1,501 | 578 | 2,763 | 1,827 |
Mortgage loans | ||||
Investment [Line Items] | ||||
Gross investment income | 1,971 | 447 | 4,824 | 1,475 |
Policy loans | ||||
Investment [Line Items] | ||||
Gross investment income | 316 | 289 | 873 | 878 |
Other invested assets | ||||
Investment [Line Items] | ||||
Gross investment income | $ 1,410 | $ 68 | $ 2,007 | $ 75 |
Investments - Net Realized Gain
Investments - Net Realized Gain (Loss) on Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Realized Gain (Loss) On Investments [Line Items] | ||||
Realized gains on fixed maturity securities | $ 1,013 | $ 125 | $ 4,733 | $ 3,510 |
Realized losses on fixed maturity securities | (90) | (42) | (1,355) | (959) |
Realized gains on equity securities | 350 | 265 | 350 | 375 |
Realized losses on equity securities | 0 | 0 | (26) | (31) |
Net unrealized gains (losses) on equity securities | (934) | 0 | (1,125) | 0 |
Net unrealized gains (losses) on derivative instruments | (212) | 630 | 493 | (41) |
Impairment loss | (623) | (6,112) | ||
Net realized and unrealized gains (losses) | (496) | 978 | 2,447 | 2,854 |
Net realized and unrealized gains (losses) on investments | ||||
Realized Gain (Loss) On Investments [Line Items] | ||||
Impairment loss | $ (623) | $ 0 | $ (623) | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Assets | ||||||||
Fixed maturity securities | $ 2,985,443 | $ 2,985,443 | $ 1,340,626 | |||||
Equity securities | 217,153 | 217,153 | 47,500 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 18,842 | $ 26,401 | 43,479 | $ 31,511 | ||||
Transfer out of level 3 | 0 | (3,923) | (12,294) | (88,486) | ||||
Liabilities accounted for at fair value | 6,519 | 9,826 | 6,519 | 9,826 | $ 4,223 | 4,770 | $ 16,863 | $ 16,285 |
Asset-backed securities | ||||||||
Liabilities | ||||||||
Transfer into Level 3 | 31,200 | |||||||
Transfer out of level 3 | (57,000) | |||||||
Warrant liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 4,018 | 3,091 | 4,018 | 3,091 | 3,316 | 3,826 | 4,091 | 4,058 |
Contingent liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 1,763 | 5,409 | 1,763 | 5,409 | 0 | 0 | 11,730 | 11,411 |
Other | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 738 | $ 1,326 | 738 | $ 1,326 | $ 907 | 944 | $ 1,042 | $ 816 |
U.S. Government and government agencies | ||||||||
Assets | ||||||||
Fixed maturity securities | 28,558 | 28,558 | 15,722 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 0 | |||||||
Transfer out of level 3 | 0 | |||||||
States, municipalities and political subdivisions | ||||||||
Assets | ||||||||
Fixed maturity securities | 416,390 | 416,390 | 395,450 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 0 | |||||||
Transfer out of level 3 | 0 | |||||||
Foreign government | ||||||||
Assets | ||||||||
Fixed maturity securities | 5,998 | |||||||
Residential mortgage-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 100,677 | 100,677 | 104,895 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 2,562 | |||||||
Transfer out of level 3 | 0 | |||||||
Commercial mortgage-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 60,370 | 60,370 | 30,405 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 1,795 | |||||||
Transfer out of level 3 | 0 | |||||||
Asset-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 285,799 | 285,799 | 147,926 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 0 | |||||||
Transfer out of level 3 | 0 | |||||||
Corporate and other | ||||||||
Assets | ||||||||
Fixed maturity securities | 2,093,649 | 2,093,649 | 640,230 | |||||
Liabilities | ||||||||
Transfer into Level 3 | 9,136 | |||||||
Transfer out of level 3 | 0 | |||||||
Common Stock | ||||||||
Assets | ||||||||
Equity securities | 63,298 | 63,298 | 4,928 | |||||
Perpetual preferred stocks | ||||||||
Assets | ||||||||
Equity securities | 153,855 | 153,855 | 42,572 | |||||
Recurring | ||||||||
Assets | ||||||||
Fixed maturity securities | 2,985,443 | 2,985,443 | 1,340,626 | |||||
Equity securities | 217,153 | 217,153 | 47,500 | |||||
Derivatives | 290 | 290 | 260 | |||||
Total assets | 3,202,886 | 3,202,886 | 1,388,386 | |||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 6,519 | 6,519 | 4,770 | |||||
Other | 600 | 600 | ||||||
Recurring | Warrant liability | ||||||||
Liabilities | ||||||||
Warrant liability | 4,018 | 4,018 | 3,826 | |||||
Recurring | Contingent liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 1,763 | 1,763 | ||||||
Recurring | Other | ||||||||
Liabilities | ||||||||
Other | 738 | 738 | 944 | |||||
Recurring | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 16,165 | 16,165 | 7,192 | |||||
Equity securities | 63,994 | 63,994 | 12,436 | |||||
Derivatives | 0 | 0 | 0 | |||||
Total assets | 80,159 | 80,159 | 19,628 | |||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 0 | 0 | 0 | |||||
Recurring | Level 1 | Warrant liability | ||||||||
Liabilities | ||||||||
Warrant liability | 0 | 0 | 0 | |||||
Recurring | Level 1 | Contingent liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 0 | 0 | ||||||
Recurring | Level 1 | Other | ||||||||
Liabilities | ||||||||
Other | 0 | 0 | 0 | |||||
Recurring | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 2,523,312 | 2,523,312 | 1,140,624 | |||||
Equity securities | 89,421 | 89,421 | 28,470 | |||||
Derivatives | 0 | 0 | 0 | |||||
Total assets | 2,612,733 | 2,612,733 | 1,169,094 | |||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 0 | 0 | 0 | |||||
Recurring | Level 2 | Warrant liability | ||||||||
Liabilities | ||||||||
Warrant liability | 0 | 0 | 0 | |||||
Recurring | Level 2 | Contingent liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 0 | 0 | ||||||
Recurring | Level 2 | Other | ||||||||
Liabilities | ||||||||
Other | 0 | 0 | 0 | |||||
Recurring | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 445,966 | 445,966 | 192,810 | |||||
Equity securities | 63,738 | 63,738 | 6,594 | |||||
Derivatives | 290 | 290 | 260 | |||||
Total assets | 509,994 | 509,994 | 199,664 | |||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 6,519 | 6,519 | 4,770 | |||||
Recurring | Level 3 | Warrant liability | ||||||||
Liabilities | ||||||||
Warrant liability | 4,018 | 4,018 | 3,826 | |||||
Recurring | Level 3 | Contingent liability | ||||||||
Liabilities | ||||||||
Liabilities accounted for at fair value | 1,763 | 1,763 | ||||||
Recurring | Level 3 | Other | ||||||||
Liabilities | ||||||||
Other | 738 | 738 | 944 | |||||
Recurring | U.S. Government and government agencies | ||||||||
Assets | ||||||||
Fixed maturity securities | 28,558 | 28,558 | 15,722 | |||||
Recurring | U.S. Government and government agencies | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 9,155 | 9,155 | 5,094 | |||||
Recurring | U.S. Government and government agencies | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 17,131 | 17,131 | 10,628 | |||||
Recurring | U.S. Government and government agencies | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 2,272 | 2,272 | 0 | |||||
Recurring | States, municipalities and political subdivisions | ||||||||
Assets | ||||||||
Fixed maturity securities | 416,390 | 416,390 | 395,450 | |||||
Recurring | States, municipalities and political subdivisions | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | 0 | 0 | |||||
Recurring | States, municipalities and political subdivisions | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 415,998 | 415,998 | 389,439 | |||||
Recurring | States, municipalities and political subdivisions | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 392 | 392 | 6,011 | |||||
Recurring | Foreign government | ||||||||
Assets | ||||||||
Fixed maturity securities | 5,998 | |||||||
Recurring | Foreign government | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | |||||||
Recurring | Foreign government | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 5,998 | |||||||
Recurring | Foreign government | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | |||||||
Recurring | Residential mortgage-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 100,677 | 100,677 | 104,895 | |||||
Recurring | Residential mortgage-backed securities | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | 0 | 0 | |||||
Recurring | Residential mortgage-backed securities | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 53,828 | 53,828 | 90,283 | |||||
Recurring | Residential mortgage-backed securities | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 46,849 | 46,849 | 14,612 | |||||
Recurring | Commercial mortgage-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 60,370 | 60,370 | 30,405 | |||||
Recurring | Commercial mortgage-backed securities | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | 0 | 0 | |||||
Recurring | Commercial mortgage-backed securities | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 34,522 | 34,522 | 18,248 | |||||
Recurring | Commercial mortgage-backed securities | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 25,848 | 25,848 | 12,157 | |||||
Recurring | Asset-backed securities | ||||||||
Assets | ||||||||
Fixed maturity securities | 285,799 | 285,799 | 147,926 | |||||
Recurring | Asset-backed securities | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 0 | 0 | 0 | |||||
Recurring | Asset-backed securities | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 46,191 | 46,191 | 14,184 | |||||
Recurring | Asset-backed securities | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 239,608 | 239,608 | 133,742 | |||||
Recurring | Corporate and other | ||||||||
Assets | ||||||||
Fixed maturity securities | 2,093,649 | 2,093,649 | 640,230 | |||||
Recurring | Corporate and other | Level 1 | ||||||||
Assets | ||||||||
Fixed maturity securities | 7,010 | 7,010 | 2,098 | |||||
Recurring | Corporate and other | Level 2 | ||||||||
Assets | ||||||||
Fixed maturity securities | 1,955,642 | 1,955,642 | 611,844 | |||||
Recurring | Corporate and other | Level 3 | ||||||||
Assets | ||||||||
Fixed maturity securities | 130,997 | 130,997 | 26,288 | |||||
Recurring | Common Stock | ||||||||
Assets | ||||||||
Equity securities | 63,298 | 63,298 | 4,928 | |||||
Recurring | Common Stock | Level 1 | ||||||||
Assets | ||||||||
Equity securities | 56,592 | 56,592 | 4,771 | |||||
Recurring | Common Stock | Level 2 | ||||||||
Assets | ||||||||
Equity securities | 0 | 0 | 0 | |||||
Recurring | Common Stock | Level 3 | ||||||||
Assets | ||||||||
Equity securities | 6,706 | 6,706 | 157 | |||||
Recurring | Perpetual preferred stocks | ||||||||
Assets | ||||||||
Equity securities | 153,855 | 153,855 | 42,572 | |||||
Recurring | Perpetual preferred stocks | Level 1 | ||||||||
Assets | ||||||||
Equity securities | 7,402 | 7,402 | 7,665 | |||||
Recurring | Perpetual preferred stocks | Level 2 | ||||||||
Assets | ||||||||
Equity securities | 89,421 | 89,421 | 28,470 | |||||
Recurring | Perpetual preferred stocks | Level 3 | ||||||||
Assets | ||||||||
Equity securities | $ 57,032 | $ 57,032 | $ 6,437 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Changes in Level 3 Financial Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | $ 259,891 | $ 174,133 | $ 199,664 | $ 206,666 | $ 206,666 |
Total realized/unrealized net earnings (loss) | 1,558 | 115 | 3,158 | (7,284) | |
Total realized/unrealized other comp. income (loss) | (1,870) | (707) | (5,793) | 5,739 | |
Purchases and issuances | 252,056 | 20,206 | 374,410 | 113,104 | |
Sales and settlements | (20,483) | (24,952) | (92,630) | (69,977) | |
Transfer into Level 3 | 18,842 | 26,401 | 43,479 | 31,511 | |
Transfer out of Level 3 | 0 | (3,923) | (12,294) | (88,486) | |
Balance at end of period | 509,994 | 191,273 | 509,994 | 191,273 | 199,664 |
Changes in balances of Level 3 financial liabilities | |||||
Balance at beginning of period | 4,223 | 16,863 | 4,770 | 16,285 | 16,285 |
Total realized/unrealized net earnings (loss) | (289) | (7,037) | (836) | (6,459) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 2,585 | 0 | 2,585 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 0 | 0 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 6,519 | 9,826 | $ 6,519 | 9,826 | 4,770 |
Assets, Total | Level 3 | |||||
Changes in balances of Level 3 financial liabilities | |||||
Percent of total assets (less than) | 1.00% | ||||
Warrant liability | |||||
Changes in balances of Level 3 financial liabilities | |||||
Balance at beginning of period | 3,316 | 4,091 | $ 3,826 | 4,058 | 4,058 |
Total realized/unrealized net earnings (loss) | (120) | (1,000) | (630) | (967) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 822 | 0 | 822 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 0 | 0 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 4,018 | 3,091 | 4,018 | 3,091 | 3,826 |
Contingent liability | |||||
Changes in balances of Level 3 financial liabilities | |||||
Balance at beginning of period | 0 | 11,730 | 0 | 11,411 | 11,411 |
Total realized/unrealized net earnings (loss) | 0 | (6,321) | 0 | (6,002) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 1,763 | 0 | 1,763 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 0 | 0 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 1,763 | 5,409 | 1,763 | 5,409 | 0 |
Other | |||||
Changes in balances of Level 3 financial liabilities | |||||
Balance at beginning of period | 907 | 1,042 | 944 | 816 | 816 |
Total realized/unrealized net earnings (loss) | (169) | 284 | (206) | 510 | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 0 | 0 | 0 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 0 | 0 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 738 | 1,326 | 738 | 1,326 | 944 |
Fixed maturity securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 234,763 | ||||
Total realized/unrealized net earnings (loss) | 114 | ||||
Total realized/unrealized other comp. income (loss) | (1,870) | ||||
Purchases and issuances | 219,949 | ||||
Sales and settlements | (20,483) | ||||
Transfer into Level 3 | 13,493 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 445,966 | 445,966 | |||
U.S. Government and government agencies | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 0 | ||||
Total realized/unrealized net earnings (loss) | (11) | ||||
Total realized/unrealized other comp. income (loss) | (2) | ||||
Purchases and issuances | 2,285 | ||||
Sales and settlements | 0 | ||||
Transfer into Level 3 | 0 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 2,272 | 2,272 | |||
States, municipalities and political subdivisions | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 409 | ||||
Total realized/unrealized net earnings (loss) | (1) | ||||
Total realized/unrealized other comp. income (loss) | (16) | ||||
Purchases and issuances | 0 | ||||
Sales and settlements | 0 | ||||
Transfer into Level 3 | 0 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 392 | 392 | |||
Residential mortgage-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 12,267 | ||||
Total realized/unrealized net earnings (loss) | 42 | ||||
Total realized/unrealized other comp. income (loss) | (373) | ||||
Purchases and issuances | 33,726 | ||||
Sales and settlements | (1,375) | ||||
Transfer into Level 3 | 2,562 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 46,849 | 46,849 | |||
Commercial mortgage-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 22,051 | ||||
Total realized/unrealized net earnings (loss) | (39) | ||||
Total realized/unrealized other comp. income (loss) | 18 | ||||
Purchases and issuances | 2,086 | ||||
Sales and settlements | (63) | ||||
Transfer into Level 3 | 1,795 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 25,848 | 25,848 | |||
Asset-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 132,744 | ||||
Total realized/unrealized net earnings (loss) | (39) | ||||
Total realized/unrealized other comp. income (loss) | (665) | ||||
Purchases and issuances | 116,833 | ||||
Sales and settlements | (9,265) | ||||
Transfer into Level 3 | 0 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 239,608 | 239,608 | |||
Corporate and other | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 67,292 | ||||
Total realized/unrealized net earnings (loss) | 162 | ||||
Total realized/unrealized other comp. income (loss) | (832) | ||||
Purchases and issuances | 65,019 | ||||
Sales and settlements | (9,780) | ||||
Transfer into Level 3 | 9,136 | ||||
Transfer out of Level 3 | 0 | ||||
Balance at end of period | 130,997 | 130,997 | |||
Equity securities | Fixed maturity securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 169,888 | 192,810 | 198,277 | 198,277 | |
Total realized/unrealized net earnings (loss) | 106 | 1,362 | (2,793) | ||
Total realized/unrealized other comp. income (loss) | (707) | (5,793) | 5,383 | ||
Purchases and issuances | 20,206 | 327,360 | 113,104 | ||
Sales and settlements | (24,952) | (92,630) | (69,977) | ||
Transfer into Level 3 | 20,020 | 35,151 | 25,130 | ||
Transfer out of Level 3 | (3,923) | (12,294) | (88,486) | ||
Balance at end of period | 445,966 | 180,638 | 445,966 | 180,638 | 192,810 |
Equity securities | U.S. Government and government agencies | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 0 | 32 | 32 | ||
Total realized/unrealized net earnings (loss) | (11) | 0 | |||
Total realized/unrealized other comp. income (loss) | (2) | 0 | |||
Purchases and issuances | 2,285 | 0 | |||
Sales and settlements | 0 | (17) | |||
Transfer into Level 3 | 0 | 0 | |||
Transfer out of Level 3 | 0 | (15) | |||
Balance at end of period | 2,272 | 0 | 2,272 | 0 | 0 |
Equity securities | States, municipalities and political subdivisions | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 7,511 | 6,011 | 5,690 | 5,690 | |
Total realized/unrealized net earnings (loss) | (3) | (1) | (2) | ||
Total realized/unrealized other comp. income (loss) | (100) | (148) | (144) | ||
Purchases and issuances | 116 | 121 | 344 | ||
Sales and settlements | 0 | 0 | 0 | ||
Transfer into Level 3 | 0 | 418 | 1,636 | ||
Transfer out of Level 3 | (1,632) | (6,009) | (1,632) | ||
Balance at end of period | 392 | 5,892 | 392 | 5,892 | 6,011 |
Equity securities | Residential mortgage-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 18,486 | 14,612 | 55,954 | 55,954 | |
Total realized/unrealized net earnings (loss) | 21 | 166 | (720) | ||
Total realized/unrealized other comp. income (loss) | 22 | 246 | 901 | ||
Purchases and issuances | 0 | 33,726 | 3,465 | ||
Sales and settlements | (921) | (6,642) | (7,283) | ||
Transfer into Level 3 | 1,041 | 8,092 | 3,203 | ||
Transfer out of Level 3 | (868) | (3,351) | (37,739) | ||
Balance at end of period | 46,849 | 17,781 | 46,849 | 17,781 | 14,612 |
Equity securities | Commercial mortgage-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 3,754 | 12,157 | 43,018 | 43,018 | |
Total realized/unrealized net earnings (loss) | (4) | (118) | 111 | ||
Total realized/unrealized other comp. income (loss) | 1 | (246) | 76 | ||
Purchases and issuances | 0 | 12,362 | 0 | ||
Sales and settlements | (69) | (102) | (10,083) | ||
Transfer into Level 3 | 8,620 | 1,795 | 8,620 | ||
Transfer out of Level 3 | 0 | 0 | (29,440) | ||
Balance at end of period | 25,848 | 12,302 | 25,848 | 12,302 | 12,157 |
Equity securities | Asset-backed securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 119,598 | 133,742 | 73,217 | 73,217 | |
Total realized/unrealized net earnings (loss) | 97 | 1,119 | 1,147 | ||
Total realized/unrealized other comp. income (loss) | 572 | (3,941) | 880 | ||
Purchases and issuances | 15,780 | 184,833 | 97,051 | ||
Sales and settlements | (23,947) | (73,211) | (48,461) | ||
Transfer into Level 3 | 1,065 | 0 | 1,065 | ||
Transfer out of Level 3 | 0 | (2,934) | (11,734) | ||
Balance at end of period | 239,608 | 113,165 | 239,608 | 113,165 | 133,742 |
Equity securities | Corporate and other | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 20,539 | 26,288 | 20,366 | 20,366 | |
Total realized/unrealized net earnings (loss) | (5) | 207 | (3,329) | ||
Total realized/unrealized other comp. income (loss) | (1,202) | (1,702) | 3,670 | ||
Purchases and issuances | 4,310 | 94,033 | 12,244 | ||
Sales and settlements | (15) | (12,675) | (4,133) | ||
Transfer into Level 3 | 9,294 | 24,846 | 10,606 | ||
Transfer out of Level 3 | (1,423) | 0 | (7,926) | ||
Balance at end of period | 130,997 | 31,498 | 130,997 | 31,498 | 26,288 |
Equity securities | Equity securities | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 24,848 | 2,090 | 6,594 | 4,576 | 4,576 |
Total realized/unrealized net earnings (loss) | 1,434 | 0 | 1,766 | (2,842) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 356 | |
Purchases and issuances | 32,107 | 0 | 47,050 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 5,349 | 6,381 | 8,328 | 6,381 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 63,738 | 8,471 | 63,738 | 8,471 | 6,594 |
Equity securities | Common Stock | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 483 | 2,090 | 157 | 4,576 | 4,576 |
Total realized/unrealized net earnings (loss) | 1,784 | 0 | 1,661 | (2,842) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 356 | |
Purchases and issuances | 100 | 0 | 100 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 4,339 | 280 | 4,788 | 280 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 6,706 | 2,370 | 6,706 | 2,370 | 157 |
Equity securities | Perpetual preferred stocks | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 24,365 | 0 | 6,437 | 0 | 0 |
Total realized/unrealized net earnings (loss) | (350) | 105 | 0 | ||
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 32,007 | 0 | 46,950 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 1,010 | 6,101 | 3,540 | 6,101 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | 57,032 | 6,101 | 57,032 | 6,101 | 6,437 |
Derivatives | |||||
Changes in balances of Level 3 financial assets | |||||
Balance at beginning of period | 280 | 2,155 | 260 | 3,813 | 3,813 |
Total realized/unrealized net earnings (loss) | 10 | 9 | 30 | (1,649) | |
Total realized/unrealized other comp. income (loss) | 0 | 0 | 0 | 0 | |
Purchases and issuances | 0 | 0 | 0 | 0 | |
Sales and settlements | 0 | 0 | 0 | 0 | |
Transfer into Level 3 | 0 | 0 | 0 | 0 | |
Transfer out of Level 3 | 0 | 0 | 0 | 0 | |
Balance at end of period | $ 290 | $ 2,164 | $ 290 | $ 2,164 | $ 260 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Measured on Nonrecurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Mortgage loans | $ 87,308 | $ 52,109 |
Policy loans | 20,324 | 17,944 |
Other invested assets | 70,965 | 85,419 |
Nonrecurring | Level 1 | ||
Assets | ||
Mortgage loans | 0 | 0 |
Policy loans | 0 | 0 |
Other invested assets | 0 | 0 |
Total assets | 0 | 0 |
Liabilities | ||
Annuity benefits accumulated | 0 | 0 |
Debt obligations | 0 | 0 |
Total liabilities | 0 | 0 |
Nonrecurring | Level 2 | ||
Assets | ||
Mortgage loans | 0 | 0 |
Policy loans | 20,324 | 17,944 |
Other invested assets | 0 | 0 |
Total assets | 20,324 | 17,944 |
Liabilities | ||
Annuity benefits accumulated | 0 | 0 |
Debt obligations | 663,383 | 552,413 |
Total liabilities | 663,383 | 552,413 |
Nonrecurring | Level 3 | ||
Assets | ||
Mortgage loans | 0 | 52,110 |
Policy loans | 0 | 0 |
Other invested assets | 1,600 | 3,757 |
Total assets | 1,600 | 55,867 |
Liabilities | ||
Annuity benefits accumulated | 241,688 | 240,361 |
Debt obligations | 0 | 0 |
Total liabilities | 241,688 | 240,361 |
Nonrecurring | Carrying Value | ||
Assets | ||
Mortgage loans | 87,308 | 52,109 |
Policy loans | 20,324 | 17,944 |
Other invested assets | 1,600 | 2,906 |
Total assets | 109,232 | 72,959 |
Liabilities | ||
Annuity benefits accumulated | 244,021 | 243,156 |
Debt obligations | 660,041 | 544,211 |
Total liabilities | 904,062 | 787,367 |
Nonrecurring | Estimated Fair Value | ||
Assets | ||
Mortgage loans | 0 | 52,110 |
Policy loans | 20,324 | 17,944 |
Other invested assets | 1,600 | 3,757 |
Total assets | 21,924 | 73,811 |
Liabilities | ||
Annuity benefits accumulated | 241,688 | 240,361 |
Debt obligations | 663,383 | 552,413 |
Total liabilities | $ 905,071 | $ 792,774 |
Accounts Receivable, net (Detai
Accounts Receivable, net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Contracts in progress | $ 183,584 | $ 167,809 |
Trade receivables | 102,129 | 106,937 |
Unbilled retentions | 65,597 | 50,957 |
Other receivables | 3,780 | 476 |
Allowance for doubtful accounts | (4,226) | (3,733) |
Total accounts receivable, net | $ 350,864 | $ 322,446 |
Recoverable from Reinsurers (De
Recoverable from Reinsurers (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | |
Ceded Credit Risk [Line Items] | |||
Amount | $ 1,305,038 | $ 1,305,038 | $ 526,337 |
Cash proceeds received from recapture of reinsurance treaties | 158,500 | ||
Amount of ceded reinsurance reduced from recapture of reinsurance treaties | 140,800 | ||
Gain recognized from recapture of reinsurance treaties | 17,700 | ||
Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 100.00% | 100.00% | |
Hannover Life Reassurance Company of America | A Plus Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 338,438 | $ 338,438 | $ 336,852 |
Hannover Life Reassurance Company of America | A Plus Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 25.90% | 64.00% | |
Munich American Reassurance Company | A Plus Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 331,390 | $ 331,390 | $ 0 |
Munich American Reassurance Company | A Plus Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 25.40% | 0.00% | |
ManhattanLife Assurance Company of America | B Plus Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 278,339 | $ 278,339 | $ 0 |
ManhattanLife Assurance Company of America | B Plus Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 21.30% | 0.00% | |
Loyal American Life Insurance Company | A Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 144,246 | $ 144,246 | $ 140,552 |
Loyal American Life Insurance Company | A Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 11.10% | 26.70% | |
General Re Life Corporation | A Plus Plus Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 142,411 | $ 142,411 | |
General Re Life Corporation | A Plus Plus Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 10.90% | 0.00% | |
Great American Life Insurance Company | A Rating | |||
Ceded Credit Risk [Line Items] | |||
Amount | 52,997 | $ 52,997 | $ 48,933 |
Great American Life Insurance Company | A Rating | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 4.10% | 9.30% | |
Other | |||
Ceded Credit Risk [Line Items] | |||
Amount | $ 17,217 | $ 17,217 | $ 0 |
Other | Percentage of Total, Reinsurance recoverable | Reinsurer Concentration Risk | |||
Ceded Credit Risk [Line Items] | |||
Recoverable from reinsurers assets percent | 1.30% | 0.00% |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 486,383 | $ 470,752 |
Less: Accumulated depreciation | 116,612 | 96,092 |
Total | 369,771 | 374,660 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 31,315 | 30,313 |
Building and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 39,828 | 34,632 |
Plant and transportation equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,721 | 6,631 |
Cable-ships and submersibles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 253,652 | 251,840 |
Equipment, furniture and fixtures, and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 143,056 | 127,409 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,811 | $ 19,927 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation expense | $ 11.9 | $ 9.1 | $ 34.2 | $ 25.9 | |
Depreciation expense with cost of revenue | 1.8 | $ 1.3 | 5.1 | $ 3.8 | |
Cable-ships and submersibles | |||||
Property, Plant and Equipment [Line Items] | |||||
Net book value of equipment under capital leases | $ 40.6 | $ 40.6 | $ 45.3 |
Goodwill and Intangibles, net -
Goodwill and Intangibles, net - Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 131,741 |
Measurement period adjustment | 725 |
Disposition | (5,415) |
Ending balance | 127,051 |
Construction | |
Goodwill [Roll Forward] | |
Beginning balance | 38,607 |
Measurement period adjustment | 0 |
Disposition | 0 |
Ending balance | 38,607 |
Marine Services | |
Goodwill [Roll Forward] | |
Beginning balance | 14,251 |
Measurement period adjustment | 0 |
Disposition | 0 |
Ending balance | 14,251 |
Energy | |
Goodwill [Roll Forward] | |
Beginning balance | 2,122 |
Measurement period adjustment | 0 |
Disposition | 0 |
Ending balance | 2,122 |
Telecom | |
Goodwill [Roll Forward] | |
Beginning balance | 3,378 |
Measurement period adjustment | 0 |
Disposition | 0 |
Ending balance | 3,378 |
Insurance | |
Goodwill [Roll Forward] | |
Beginning balance | 47,290 |
Measurement period adjustment | 0 |
Disposition | 0 |
Ending balance | 47,290 |
Life Sciences | |
Goodwill [Roll Forward] | |
Beginning balance | 3,620 |
Measurement period adjustment | 0 |
Disposition | (3,620) |
Ending balance | 0 |
Broadcasting | |
Goodwill [Roll Forward] | |
Beginning balance | 20,678 |
Measurement period adjustment | 725 |
Disposition | 0 |
Ending balance | 21,403 |
Other | |
Goodwill [Roll Forward] | |
Beginning balance | 1,795 |
Measurement period adjustment | 0 |
Disposition | (1,795) |
Ending balance | $ 0 |
Goodwill and Intangibles, net_2
Goodwill and Intangibles, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Jun. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, disposition | $ (5,415) | |||||
Developed technology sold | 6,400 | |||||
Amortization expense | $ 1,100 | $ 1,400 | 3,200 | $ 4,100 | ||
Goodwill | 127,051 | 127,051 | $ 131,741 | |||
FCC licenses and Channel share arrangements | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
License increase | 43,500 | |||||
Increase in licenses through acquisitions | 44,200 | |||||
Measurement period adjustment | 600 | |||||
Impairment of intangible assets | $ 100 | |||||
BeneVir | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, disposition | $ (3,600) | |||||
704Games | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, disposition | $ (1,800) |
Goodwill and Intangibles, net_3
Goodwill and Intangibles, net - Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 122,431 | $ 85,332 |
State licenses | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 2,450 | 2,450 |
FCC licenses and Channel share arrangements | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 119,981 | 76,490 |
Developed technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 0 | $ 6,392 |
Goodwill and Intangibles, net_4
Goodwill and Intangibles, net - Definite Lived Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 42,266 | $ 44,835 |
Accumulated Amortization | (13,646) | (13,062) |
Net | $ 28,620 | 31,773 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 11 years | |
Gross Carrying Amount | $ 13,981 | 13,981 |
Accumulated Amortization | (5,484) | (4,527) |
Net | $ 8,497 | 9,454 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 12 years | |
Gross Carrying Amount | $ 21,657 | 21,657 |
Accumulated Amortization | (6,137) | (4,681) |
Net | $ 15,520 | 16,976 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 5 years | |
Gross Carrying Amount | $ 1,184 | 3,823 |
Accumulated Amortization | (1,184) | (3,601) |
Net | $ 0 | 222 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Original Useful Life | 4 years | |
Gross Carrying Amount | $ 5,444 | 5,374 |
Accumulated Amortization | (841) | (253) |
Net | $ 4,603 | $ 5,121 |
Goodwill and Intangibles, net_5
Goodwill and Intangibles, net - Schedule of Amortization Expense (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,019 | $ 3,907 |
2,020 | 3,771 |
2,021 | 3,545 |
2,022 | 3,448 |
2,023 | $ 3,320 |
Life, Accident and Health Res_3
Life, Accident and Health Reserves - By Product Line (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Total life, accident and health reserves | $ 4,707,400 | $ 1,693,961 |
Long-term care insurance reserves | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Total life, accident and health reserves | 4,115,726 | 1,453,442 |
Traditional life insurance reserves | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Total life, accident and health reserves | 318,996 | 99,951 |
Other accident and health insurance reserves | ||
Liability for Claims and Claims Adjustment Expense [Line Items] | ||
Total life, accident and health reserves | $ 272,678 | $ 140,568 |
Life, Accident and Health Res_4
Life, Accident and Health Reserves - Liability for Claims of Long-Term Care Insurance Reserves (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||||
Beginning balance | $ 1,693,961 | |||
Paid related to insured events of: | ||||
Ending balance | 4,707,400 | |||
Other Long Duration Insurance Product Line | ||||
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward] | ||||
Beginning balance | 243,456 | $ 226,970 | ||
Less: recoverable from reinsurers | (100,611) | (97,858) | ||
Beginning balance, net | 507,897 | 141,354 | $ 142,845 | $ 129,112 |
Incurred related to insured events of: | ||||
Current year | 54,455 | 44,611 | ||
Prior years | 6,053 | (1,449) | ||
Total incurred | 60,508 | 43,162 | ||
Paid related to insured events of: | ||||
Current year | (3,927) | (4,054) | ||
Prior years | (36,868) | (30,505) | ||
Total paid | (40,795) | (34,559) | ||
Interest on liability for policy and contract claims | 4,128 | 3,639 | ||
Reserve for business acquired during the current period | 341,211 | 0 | ||
Ending balance, net | 507,897 | 141,354 | ||
Add: recoverable from reinsurers | 159,055 | 115,176 | ||
Ending balance | $ 666,952 | $ 256,530 |
Accounts Payable and Other Cu_3
Accounts Payable and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 111,625 | $ 119,236 |
Accrued expenses and other current liabilities | 106,502 | 99,489 |
Accrued interconnection costs | 72,268 | 73,383 |
Accrued payroll and employee benefits | 39,486 | 44,312 |
Accrued interest | 19,328 | 4,636 |
Accrued income taxes | 4,007 | 6,436 |
Total accounts payable and other current liabilities | $ 353,216 | $ 347,492 |
Debt Obligations - Schedule of
Debt Obligations - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2018 | May 07, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | |||
Total | $ 706,576 | $ 601,118 | |
Original issue discount and debt issuance costs on Senior Secured Notes | (4,356) | (7,946) | |
Debt obligations | $ 702,220 | 593,172 | |
11.0% Senior Secured Notes, due in 2019 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 11.00% | 11.00% | |
Corporate | 11.0% Senior Secured Notes, due in 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 510,000 | 400,000 | |
Construction | LIBOR | LIBOR plus 2.50% Line of Credit | Real Estate Term Advance | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 10,000 | 0 | |
Interest rate (as a percent) | 2.50% | ||
Construction | LIBOR | LIBOR plus 2.25% Notes, due in 2024 | Real Estate Term Advance | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 4,713 | 6,738 | |
Basis spread on variable rate (as a percent) | 2.25% | ||
Construction | LIBOR | LIBOR plus 1.50% Line of Credit | Real Estate Term Advance | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 37,312 | 19,670 | |
Basis spread on variable rate (as a percent) | 1.50% | ||
Marine Services | |||
Debt Instrument [Line Items] | |||
Obligations under capital leases | $ 42,178 | 48,500 | |
Marine Services | Notes payable and revolving lines of credit, various maturity dates | |||
Debt Instrument [Line Items] | |||
Long-term debt | 28,145 | 23,748 | |
Energy | |||
Debt Instrument [Line Items] | |||
Other | 3,410 | 4,363 | |
Energy | 4.50% Note due in 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 11,619 | 12,454 | |
Interest rate (as a percent) | 4.50% | ||
Energy | 5.04% Term Loan due in 2022 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 12,731 | 13,706 | |
Interest rate (as a percent) | 5.00% | ||
Life Sciences | 11.0% Notes, various maturity dates | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 1,475 | 1,750 | |
Interest rate (as a percent) | 11.00% | ||
Broadcasting | Notes payable and revolving lines of credit, various maturity dates | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 9,993 | 10,135 | |
Broadcasting | LIBOR plus applicable margin Bridge Note, due in 2018 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 60,000 | |
Broadcasting | 8.50% Note due 2019 | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 35,000 | 0 | |
Interest rate (as a percent) | 8.50% | ||
Other | Notes payable and revolving lines of credit, various maturity dates | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 54 |
Debt Obligations - Nonoperating
Debt Obligations - Nonoperating Corporate (Details) - 11.0% Senior Secured Notes, due in 2019 - USD ($) | May 07, 2018 | Sep. 30, 2018 |
Line of Credit Facility [Line Items] | ||
Aggregate principal amount | $ 110,000,000 | |
Interest rate (as a percent) | 11.00% | 11.00% |
Issue price of principal amount (as a percent) | 102.00% | |
Premium on debt | $ 2,200,000 |
Debt Obligations - DBMG and Mar
Debt Obligations - DBMG and Marine Services Credit Facilities (Details) | Jul. 24, 2018USD ($) | Apr. 05, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018 | Sep. 30, 2018USD ($) | Sep. 21, 2018USD ($) | Sep. 21, 2018GBP (£) | Apr. 04, 2018USD ($) | Apr. 04, 2018GBP (£) | Jan. 11, 2018 | Nov. 30, 2017USD ($) |
DBMG | LIBOR plus 2.25% Notes, due in 2024 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Outstanding debt | $ 2,400,000 | $ 2,400,000 | |||||||||
DBMG | Revolving Credit Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | 50,000,000 | 50,000,000 | |||||||||
Line of credit outstanding amount | 37,300,000 | 37,300,000 | |||||||||
Increase to current borrowing capacity | $ 10,000,000 | ||||||||||
DBMG | Letter of Credit | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | 14,500,000 | 14,500,000 | |||||||||
Outstanding letters of credit | 8,500,000 | 8,500,000 | |||||||||
DBMG | Real Estate Term Advance | Note Payable Collateralized by Real Estate | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Outstanding debt | 2,300,000 | 2,300,000 | |||||||||
DBMG | Real Estate Term Advance | Revolving Credit Facility | LIBOR plus 2.25% Notes, due in 2024 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | $ 10,000,000 | 10,000,000 | |||||||||
DBMG | Real Estate Term Advance | Revolving Credit Facility | Note Payable Collateralized by Real Estate | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Proceeds from note payable collateralized (up to) | $ 15,000,000 | ||||||||||
DBMG | Real Estate Term Advance | Revolving Credit Facility | Senior Notes Due 2025 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | $ 70,000,000 | ||||||||||
Line of credit outstanding amount | $ 17,000,000 | ||||||||||
GMSL | Revolving Credit Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | $ 9,400,000 | £ 7,200,000 | |||||||||
Interest rate (as a percent) | 7.49% | 7.49% | |||||||||
GMSL | Revolving Credit Facility | Senior Notes Due 2019 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Line of credit, maximum amount | $ 14,400,000 | £ 11,000,000 | |||||||||
LIBOR | DBMG | Revolving Credit Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 2.50% | 2.00% | |||||||||
LIBOR | DBMG | Real Estate Term Advance | Revolving Credit Facility | LIBOR plus 2.25% Notes, due in 2024 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 2.50% | ||||||||||
LIBOR | DBMG | Real Estate Term Advance | Revolving Credit Facility | Senior Notes Due 2023 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 1.50% | ||||||||||
LIBOR | DBMG | Real Estate Term Advance | Revolving Credit Facility | Senior Notes Due 2024 | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Basis spread on variable rate (as a percent) | 2.25% | ||||||||||
Subsidiary Of Fugro N.V. (AMS:FUR) | GMSL | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Interest rate (as a percent) | 10.00% | 10.00% | 4.00% | ||||||||
Short-term loan | $ 7,500,000 | ||||||||||
Debt instrument, term | 363 days | ||||||||||
Interest expense on note | $ 200,000 | $ 600,000 |
Debt Obligations - Insurance an
Debt Obligations - Insurance and Broadcasting (Details) - USD ($) | Aug. 07, 2018 | May 07, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jul. 31, 2018 | Feb. 06, 2018 | Feb. 04, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ (2,537,000) | $ 0 | ||||||
Other financing activities | (835,000) | $ (230,000) | ||||||
Broadcasting | ||||||||
Debt Instrument [Line Items] | ||||||||
Other financing activities | $ 38,100,000 | |||||||
HC2 Station And HC2LPTV | Secured Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Aggregate principal amount | $ 35,000,000 | |||||||
Debt instrument, term | 364 days | |||||||
Interest rate (as a percent) | 8.50% | |||||||
The Bridge Loan | HC2 Broadcasting Holdings, Inc | Bridge Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding debt | $ 42,000,000 | |||||||
Aggregate principal amount | $ 102,000,000 | $ 75,000,000 | ||||||
Loan increase | $ 27,000,000 | |||||||
Loss on extinguishment of debt | $ (2,500,000) | |||||||
Senior Notes Due 2019 | Broadcasting | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding debt | $ 35,000,000 | $ 0 | ||||||
Interest rate (as a percent) | 8.50% | |||||||
Surplus Note | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding debt | $ 32,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax (expense) benefit | $ (9,230) | $ 12,861 | $ 1,863 | $ 16,167 | |
Federal Tax | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforward | $ 108,700 | ||||
Section 382 base limit | 77,700 | ||||
Federal Tax | Subsidiaries | |||||
Operating Loss Carryforwards [Line Items] | |||||
NOL carryforward | $ 108,300 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 2 Months Ended | 9 Months Ended | ||
Oct. 31, 2016 | Sep. 30, 2018 | Dec. 31, 2017 | Nov. 06, 2014 | |
Loss Contingencies [Line Items] | ||||
Common stock, shares issued (in shares) | 45,188,169 | 44,570,004 | ||
Global Marine Dispute | ||||
Loss Contingencies [Line Items] | ||||
Damages incurred (in excess of) | $ 38.2 | |||
Invoices rejected | $ 17 | |||
Loss contingency, damages paid | 8.1 | |||
Loss contingency accrual | $ 8.9 | |||
Global Marine Dispute | Liquidated Damages | ||||
Loss Contingencies [Line Items] | ||||
Damages incurred (in excess of) | $ 1.2 | |||
DBMG | ||||
Loss Contingencies [Line Items] | ||||
Common stock, shares issued (in shares) | 721,000 |
Employee Retirement Plans - Com
Employee Retirement Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Retirement Benefits [Abstract] | ||||
Service cost - benefits earning during the period | $ 0 | $ 0 | $ 0 | $ 0 |
Interest cost on projected benefit obligation | 1,344 | 1,403 | 4,033 | 4,209 |
Expected return on assets | (1,901) | (1,921) | (5,702) | (5,764) |
Actuarial gain | 0 | 0 | 0 | 0 |
Foreign currency gain (loss) | (24) | 7 | (72) | 22 |
Net periodic benefit cost (income) | $ (581) | $ (511) | $ (1,741) | $ (1,533) |
Employee Retirement Plans - Nar
Employee Retirement Plans - Narrative (Details) - USD ($) $ in Millions | Mar. 20, 2018 | Sep. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Defined Contribution Plan Disclosure [Line Items] | |||||||
Contribution made | $ 2.6 | ||||||
Contribution made, fixed contributions | 1.5 | ||||||
Contribution made, profit related contributions | 1.1 | ||||||
Expected contributions | 1.6 | ||||||
Expected contributions, fixed contributions | 1.2 | ||||||
Expected contributions, profit related contributions | $ 0.4 | ||||||
GMSL | |||||||
Defined Contribution Plan Disclosure [Line Items] | |||||||
Deferred contribution | $ 13.1 | ||||||
Percent of operating profit | 10.00% | ||||||
Years in arrears | 2 years | ||||||
Variable contribution, percent of dividends | 50.00% | ||||||
GMSL | Scenario, Forecast | |||||||
Defined Contribution Plan Disclosure [Line Items] | |||||||
Fixed contributions | $ 3.1 | $ 7.2 | $ 7.1 | $ 6.8 | $ 2.7 |
Share-based Compensation - Narr
Share-based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 662,769 | 331,616 | ||
Weighted average fair value at date of grant for options granted (in usd per share) | $ 2.91 | $ 2.72 | ||
Share-based compensation expense | $ 3.3 | $ 1.4 | $ 8.1 | $ 4 |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense | 11.8 | $ 11.8 | ||
Weighted average remaining period | 2 years 3 months 18 days | |||
Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining period | 2 years 15 days | |||
Intrinsic value of options outstanding | 6.1 | $ 6.1 | ||
Average remaining life of option outstanding | 6 years 6 months 11 days | |||
Intrinsic value of exercisable options | 5.6 | $ 5.6 | ||
Average remaining life of exercisable options | 6 years 3 months 11 days | |||
Compensation expense | $ 1.9 | $ 1.9 | ||
Unvested shares expected to vest (in shares) | 1,283,433 | 1,283,433 | ||
Weighted average remaining life | 7 years 7 months 28 days | |||
Weighted average exercise price (in usd per share) | $ 7.42 | $ 7.42 | ||
Intrinsic value | $ 0.5 | $ 0.5 | ||
Omnibus Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock shares authorized to issue (in shares) | 3,500,000 | 3,500,000 |
Share-based Compensation - Fair
Share-based Compensation - Fair Value of Each Option Grant Estimated (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (in years) | 10 months 17 days | 4 months 20 days |
Risk-free interest rate | 2.24% | 1.11% |
Expected volatility | 47.51% | 47.04% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option life (in years) | 5 years 10 months 3 days | 6 years 1 month 6 days |
Risk-free interest rate | 2.85% | 2.22% |
Expected volatility | 47.89% | 48.29% |
Share-based Compensation - Summ
Share-based Compensation - Summary of Company's Restricted Stock Activity (Details) - Restricted Stock | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Shares | |
Unvested at beginning of period (in shares) | shares | 1,588,406 |
Granted (in shares) | shares | 2,073,612 |
Vested (in shares) | shares | (263,189) |
Forfeited (in shares) | shares | (162,660) |
Unvested at end of period (in shares) | shares | 3,236,169 |
Weighted Average Grant Date Fair Value | |
Unvested at beginning of period (in usd per share) | $ / shares | $ 5.36 |
Granted (in usd per share) | $ / shares | 6.21 |
Vested (in usd per share) | $ / shares | 5.53 |
Forfeited (in usd per share) | $ / shares | 5.70 |
Unvested at end of period (in usd per share) | $ / shares | $ 5.87 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Company's Stock Option Activity (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Shares | ||
Outstanding at beginning of period (in shares) | 6,989,856 | |
Granted (in shares) | 662,769 | 331,616 |
Exercised (in shares) | (274,037) | |
Forfeited (in shares) | (60,293) | |
Expired (in shares) | (157,434) | |
Outstanding at end of period (in shares) | 7,160,861 | |
Eligible for exercise (in shares) | 5,877,428 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period (in usd per share) | $ 6.57 | |
Granted (in usd per share) | 5.45 | |
Exercised (in usd per share) | 4.37 | |
Forfeited (in usd per share) | 5.50 | |
Expired (in usd per share) | 9 | |
Outstanding at end of period (in usd per share) | 6.51 | |
Eligible for exercise (in usd per share) | $ 6.31 |
Equity - Preferred Stock (Detai
Equity - Preferred Stock (Details) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||
Par value (in dollars per share) | $ 0.001 | $ 0.001 |
Shares authorized (in shares) | 20,000,000 | 20,000,000 |
Series A shares issued and outstanding | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 12,500 | 12,500 |
Shares outstanding (in shares) | 12,500 | 12,500 |
Series A-2 shares issued and outstanding | ||
Class of Stock [Line Items] | ||
Shares issued (in shares) | 14,000 | 14,000 |
Shares outstanding (in shares) | 14,000 | 14,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ in Millions | May 02, 2017 | Aug. 02, 2016 | Sep. 30, 2018 | Sep. 30, 2017 |
Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Common stock (in shares) | 17,500 | |||
Fair value upon issuance | $ 0.1 | |||
Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance and sale of common stock (in shares) | 502,000 | 374,000 | ||
DG Value Partners, LP and DG Value Partners II Master Funds LP | Series A shares issued and outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares of preferred stock converted (in shares) | 2,308 | |||
DG Value Partners, LP and DG Value Partners II Master Funds LP | Series A-1 Convertible Preferred Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares of preferred stock converted (in shares) | 1,000 | |||
DG Value Partners, LP and DG Value Partners II Master Funds LP | Common Stock | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares of common stock from conversion (in shares) | 803,469 | |||
Corrib Master Fund, Ltd. | Series A shares issued and outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares of preferred stock converted (in shares) | 10,043 | |||
Issuance and sale of common stock (in shares) | 1,000 | |||
Luxor Capital Partners, LP | Series A shares issued and outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Number of shares of preferred stock converted (in shares) | 89,273 | |||
Luxor Capital Partners, LP | Series A-1 shares issued and outstanding | ||||
Class of Warrant or Right [Line Items] | ||||
Issuance and sale of common stock (in shares) | 9,000 | |||
Corrib Master Fund, Ltd. and Luxor Capital Partners, LP | ||||
Class of Warrant or Right [Line Items] | ||||
Percent of accrued value | 1.875% | |||
Recurring | ||||
Class of Warrant or Right [Line Items] | ||||
Additional share consideration valued at | $ 0.6 |
Equity - Summary of Cash Divide
Equity - Summary of Cash Dividends (Details) - USD ($) $ in Thousands | 3 Months Ended | |||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
Equity [Abstract] | ||||||
Total Dividend | $ 500 | $ 500 | $ 500 | $ 500 | $ 500 | $ 563 |
Related Parties - Narrative (De
Related Parties - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 11, 2018 | Dec. 31, 2017 | Nov. 30, 2017 | |
Subsidiary Of Fugro N.V. (AMS:FUR) | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percent | 23.60% | |||||||
Expenses for services | $ 3 | $ 7.1 | ||||||
GMH | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management fees paid | 0.1 | 0.5 | ||||||
Affiliated Entity | Harbinger Capital Partners | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses under service agreement | 1 | $ 1.2 | 2.9 | $ 3.1 | ||||
Issuance Of Secured Convertible Notes | Life Sciences | Blossom Innovations, LLC | R2 Dermatology, Inc. | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt issued to related party | $ 1 | $ 1 | $ 1.5 | |||||
Letter of Credit | Affiliated Entity | Harbinger Capital Partners | ||||||||
Related Party Transaction [Line Items] | ||||||||
Expenses under service agreement | $ 0.8 | |||||||
Subsidiary Of Fugro N.V. (AMS:FUR) | GMSL | ||||||||
Related Party Transaction [Line Items] | ||||||||
Secured loan | $ 7.5 | |||||||
Interest rate (as a percent) | 10.00% | 10.00% | 4.00% | |||||
Interest expense on note | $ 0.2 | $ 0.6 |
Related Parties - Summary of Ba
Related Parties - Summary of Balance Outstanding of Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |||||
Net revenue | $ 5,684 | $ 4,174 | $ 13,322 | $ 16,271 | |
Operating expenses | 340 | 1,258 | 1,378 | 6,089 | |
Interest expense | 310 | 351 | 996 | 1,047 | |
Dividends received | 21,886 | $ 2,027 | 24,260 | $ 2,659 | |
Accounts receivable | 5,138 | 5,138 | $ 8,654 | ||
Long-term debt | 30,015 | 30,015 | 35,289 | ||
Accounts payable | $ 390 | $ 390 | $ 1,925 |
Operating Segment and Related_3
Operating Segment and Related Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018segment | |
Segment Reporting [Abstract] | |
Number of reportable geographic segments | 2 |
Number of reportable operating segments | 8 |
Operating Segment and Related_4
Operating Segment and Related Information - Schedules of Concentration of Risk (Details) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Customer A | Telecommunications | Customer risk | Sales Revenue | ||
Concentration Risk [Line Items] | ||
Concentration risk (less than 10% 2017) | 11.60% | 11.40% |
Operating Segment and Related_5
Operating Segment and Related Information - Geographic and Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | $ 501,356 | $ 406,409 | $ 1,451,825 | $ 1,175,629 |
Total revenue from contracts with customers | 444,770 | 368,672 | 1,315,285 | 1,063,597 |
(Loss) income from operations | (24,352) | 10,565 | (43,629) | 342 |
Interest expense | (17,456) | (13,222) | (53,962) | (39,410) |
Gain on sale and deconsolidation of subsidiary | 2,965 | 0 | 105,106 | 0 |
Gain on contingent consideration | 0 | 6,320 | 0 | 6,001 |
Income from equity investees | 8,134 | 971 | 13,655 | 12,667 |
Gain on bargain purchase | 109,112 | 0 | 109,112 | 0 |
Other income (expenses), net | 63,908 | (97) | 64,032 | (8,112) |
Income (loss) from continuing operations before income taxes | 142,311 | 4,537 | 194,314 | (28,512) |
Income tax benefit (expense) | 9,230 | (12,861) | (1,863) | (16,167) |
Net income (loss) | 151,541 | (8,324) | 192,451 | (44,679) |
Less: Net (income) loss attributable to noncontrolling interest and redeemable noncontrolling interest | 1,925 | 2,357 | (18,615) | 6,305 |
Net income (loss) attributable to HC2 Holdings, Inc. | 153,466 | (5,967) | 173,836 | (38,374) |
Less: Preferred stock and deemed dividends from conversions | 703 | 703 | 2,109 | 2,079 |
Net income (loss) attributable to common stock and participating preferred stockholders | 152,763 | (6,670) | 171,727 | (40,453) |
Depreciation and amortization | 6,256 | 7,896 | 24,969 | 22,588 |
Capital Expenditures | 12,056 | 8,305 | 32,290 | 25,324 |
Construction | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 195,358 | 531,209 | ||
Total revenue from contracts with customers | 195,291 | 531,118 | ||
Depreciation and amortization | 1,851 | 1,314 | 5,043 | 4,194 |
Capital Expenditures | 6,594 | 2,517 | 10,756 | 9,729 |
Marine Services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 44,825 | 149,923 | ||
Total revenue from contracts with customers | 44,825 | 149,923 | ||
Depreciation and amortization | 6,853 | 6,221 | 20,110 | 16,561 |
Capital Expenditures | 4,707 | 3,463 | 18,806 | 8,195 |
Energy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 4,561 | 16,141 | ||
Total revenue from contracts with customers | 4,180 | 12,351 | ||
Depreciation and amortization | 1,389 | 1,247 | 4,092 | 3,876 |
Capital Expenditures | 274 | 2,099 | 1,486 | 6,540 |
Telecommunications | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 187,798 | 580,630 | ||
Total revenue from contracts with customers | 187,798 | 580,630 | ||
Depreciation and amortization | 89 | 94 | 262 | 285 |
Capital Expenditures | 13 | 7 | 120 | 47 |
Insurance | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Depreciation and amortization | (4,820) | (1,319) | (7,074) | (3,440) |
Capital Expenditures | 0 | 0 | 273 | 383 |
Life Sciences | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Depreciation and amortization | 35 | 50 | 146 | 129 |
Capital Expenditures | 0 | 197 | 50 | 395 |
Broadcasting | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 11,957 | 33,702 | ||
Total revenue from contracts with customers | 11,957 | 33,702 | ||
Depreciation and amortization | 827 | 0 | 2,275 | 0 |
Capital Expenditures | 449 | 0 | 736 | 0 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Depreciation and amortization | 11 | 272 | 53 | 933 |
Capital Expenditures | 9 | 4 | 17 | 17 |
Non-operating Corporate | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Depreciation and amortization | 21 | 17 | 62 | 50 |
Capital Expenditures | 10 | 18 | 46 | 18 |
United States | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 450,165 | 358,743 | 1,285,578 | 1,039,252 |
United Kingdom | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 45,068 | 42,233 | 146,866 | 112,958 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 6,123 | 5,433 | 19,381 | 23,419 |
Operating Segments | Construction | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 151,697 | 403,325 | ||
Total revenue from contracts with customers | 195,358 | 531,209 | ||
(Loss) income from operations | 12,475 | 12,198 | 30,348 | 25,911 |
Operating Segments | Marine Services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 42,817 | 123,382 | ||
Total revenue from contracts with customers | 44,825 | 149,923 | ||
(Loss) income from operations | (8,515) | (181) | (8,519) | (1,726) |
Operating Segments | Energy | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 3,919 | 12,301 | ||
Total revenue from contracts with customers | 4,561 | 16,141 | ||
(Loss) income from operations | (356) | (1,161) | 505 | (1,784) |
Operating Segments | Telecommunications | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 167,881 | 520,214 | ||
Total revenue from contracts with customers | 187,798 | 580,630 | ||
(Loss) income from operations | 1,281 | 1,374 | 3,413 | 5,023 |
Operating Segments | Insurance | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 77,229 | 37,737 | 161,179 | 112,032 |
(Loss) income from operations | 7,539 | 17,476 | 14,488 | 20,704 |
Operating Segments | Life Sciences | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
(Loss) income from operations | (2,221) | (6,437) | (12,017) | (13,167) |
Operating Segments | Broadcasting | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 0 | 0 | ||
Total revenue from contracts with customers | 11,957 | 33,702 | ||
(Loss) income from operations | (5,328) | 0 | (21,393) | 0 |
Operating Segments | Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | 2,358 | 4,375 | ||
Total revenue from contracts with customers | 271 | 3,680 | ||
(Loss) income from operations | (993) | (1,383) | (2,420) | (7,164) |
Operating Segments | Non-operating Corporate | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
(Loss) income from operations | (7,591) | (11,321) | (23,395) | (27,455) |
Eliminations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenue | (20,643) | 0 | (24,639) | 0 |
(Loss) income from operations | $ (20,643) | $ 0 | $ (24,639) | $ 0 |
Operating Segment and Related_6
Operating Segment and Related Information - Long-term investments, Property and Equipment and Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | $ 3,381,193 | $ 1,543,598 |
Property, Plant and Equipment—Net | 369,771 | 374,660 |
Total Assets | 6,729,997 | 3,217,691 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, Plant and Equipment—Net | 161,235 | 162,788 |
United Kingdom | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, Plant and Equipment—Net | 202,847 | 204,866 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property, Plant and Equipment—Net | 5,689 | 7,006 |
Operating Segments | Marine Services | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 56,259 | 66,322 |
Total Assets | 394,175 | 389,500 |
Operating Segments | Insurance | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 3,319,123 | 1,493,589 |
Total Assets | 5,480,165 | 2,117,045 |
Operating Segments | Life Sciences | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 16,144 | 17,771 |
Total Assets | 36,466 | 31,485 |
Operating Segments | Construction | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 146 | 250 |
Total Assets | 409,987 | 342,806 |
Operating Segments | Energy | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 79,563 | 83,607 |
Operating Segments | Telecommunications | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 105,910 | 114,445 |
Operating Segments | Broadcasting | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 184,353 | 136,690 |
Operating Segments | Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | 6,312 | 1,518 |
Total Assets | 6,320 | 2,674 |
Operating Segments | Non-operating Corporate | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Assets | 55,849 | 35,291 |
Eliminations | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Investments | (16,791) | (35,852) |
Total Assets | $ (22,791) | $ (35,852) |
Basic and Diluted Income (Los_3
Basic and Diluted Income (Loss) Per Common Share - Narrative (Details) - shares | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Dilutive common share equivalents (in shares) | 0 | 0 | |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation (in shares) | 2,019,972 | ||
Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded from computation (in shares) | 4,787,602 |
Basic and Diluted Income (Los_4
Basic and Diluted Income (Loss) Per Common Share - Computation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) attributable to common stock and participating preferred stockholders | $ 152,763 | $ (6,670) | $ 171,727 | $ (40,453) |
Participating shares at end of period: | ||||
Weighted-average Common stock outstanding (in shares) | 44,326 | 43,013 | 44,175 | 42,555 |
Unvested Restricted Stock (in shares) | 384 | 0 | 350 | 0 |
Preferred stock (as-converted basis) (in shares) | 4,787 | 0 | 4,787 | 0 |
Total (in shares) | 49,497 | 43,013 | 49,312 | 42,555 |
Percentage of loss allocated to: | ||||
Common stock | 89.60% | 100.00% | 89.60% | 100.00% |
Unvested Restricted Stock | 0.80% | 0.00% | 0.70% | 0.00% |
Preferred stock | 9.70% | 0.00% | 9.70% | 0.00% |
Net Income (loss) attributable to Common stock, Basic | $ 136,804 | $ (6,670) | $ 153,838 | $ (40,453) |
Distributed and Undistributed earnings to Common Shareholders: | ||||
Effect of assumed shares under treasury stock method for stock options and restricted shares | 397 | 0 | 378 | 0 |
Income from the dilutive impact of subsidiary securities | 0 | 0 | 0 | 0 |
Net Income (loss) attributable to Common stock, Diluted | $ 137,201 | $ (6,670) | $ 154,216 | $ (40,453) |
Denominator for basic and diluted earnings per share | ||||
Weighted-average Common stock outstanding (in shares) | 44,326 | 43,013 | 44,175 | 42,555 |
Effect of assumed shares under treasury stock method for stock options and restricted shares (in shares) | 1,891 | 0 | 1,400 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 46,217 | 43,013 | 45,575 | 42,555 |
Net income (loss) attributable to Participating security holders (in usd per share) | $ 3.09 | $ (0.16) | $ 3.48 | $ (0.95) |
Net income (loss) attributable to Participating security holders (in usd per share) | $ 2.97 | $ (0.16) | $ 3.38 | $ (0.95) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Oct. 11, 2018 | Nov. 06, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Oct. 22, 2018 |
Subsequent Event [Line Items] | |||||
Consideration transferred, asset purchase agreement | $ 32,290,000 | $ 25,324,000 | |||
Broadcasting | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Consideration paid | $ 5,600,000 | ||||
Consideration transferred, asset purchase agreement | $ 300,000 | ||||
GrayWolf Industrial | DBMG | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Consideration paid | $ 135,000,000 | ||||
Senior Notes Due 2023 | Subsequent Event | |||||
Subsequent Event [Line Items] | |||||
Aggregate principal amount | $ 535,000,000 |