

10.	FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company’s financial assets and liabilities as of December 31 that are measured at fair value on a recurring basis were as follows (in thousands):



	Level 1		Level 2		Level 3
2017
ASSETS
Marketable securities⁽¹⁾	$	42,761	$	—	$	—
Construction reserve funds	51,339		—		—
2016
ASSETS
Marketable securities⁽¹⁾	$	76,137	$	—	$	—
Construction reserve funds	75,753		—		—
LIABILITIES
Short sales of marketable securities	1,274		—		—
Derivative instruments (included in other current liabilities)	—		36		—
Exchange option liability on subsidiary convertible senior notes	—		—		19,436

______________________

(1)

Marketable security gains (losses), net include gains of $0.1 million, losses of $18.5 million and gains of $3.1 million for the years ended December 31, 2017, 2016 and 2015, respectively, related to marketable security positions held by the Company as of December 31, 2017. Marketable security gains (losses), net include losses of $32.2 million and gains of $5.3 million for the years ended December 31, 2016 and 2015, respectively, related to marketable security positions held by the Company as of December 31, 2016.

The fair value of the exchange option liability on the subsidiary convertible senior notes was estimated with significant inputs that are both observable and unobservable in the market and therefore is considered a Level 3 fair value measurement. The Company used a binomial lattice model to estimate the fair value of the exchange option on the subsidiary convertible senior notes that assumes the holders will maximize their value by finding the optimal decision between redeeming at the redemption price or exchanging into shares of Common Stock. This model determines the fair value of the exchange option embedded in the subsidiary convertible senior notes as the differential in the fair value of the notes including the exchange option compared with the fair value of the notes excluding the exchange option. The indicated value of the exchange option was then multiplied by the probability of the SMHI Spin-off at the reporting date to determine the recorded fair value of the exchange option liability.

The significant unobservable input used in the fair value measurement was the probability assessment of a SMHI Spin-off. Holding the observable inputs constant, an increase in the probability of a SMHI Spin-off to 100% would result in no value being assigned to the exchange option liability. The significant observable inputs used in the fair value measurement as of December 31, 2016 were as follows:



Price of Common Stock	$	71.28
Risk-free interest rate	2.08		%
Estimated Common Stock volatility	30.80		%
Estimated SEACOR credit spread	5.63		%

For the year ended December 31, 2016, the estimated fair value of the exchange option liability increased by $19.4 million primarily as a result of the increase in the price of Common Stock (see Note 9).

The estimated fair value of the Company’s other financial assets and liabilities as of December 31 were as follows (in thousands):



	Carrying Amount		Level 1		Level 2		Level 3
2017
ASSETS
Cash, cash equivalents and restricted cash	$	242,228	$	242,228	$	—	$	—
Investments, at cost, in 50% or less owned companies (included in other assets)	4,300		see below
Notes receivable from third parties (included in other receivables and other assets)	2,647		943		1,642		—
LIABILITIES
Long-term debt, including current portion⁽¹⁾	579,347		—		596,246		—
2016
ASSETS
Cash, cash equivalents and restricted cash	$	258,887	$	258,887	$	—	$	—
Investments, at cost, in 50% or less owned companies (included in other assets)	4,300		see below
Notes receivable from third parties (included in other receivables and other assets)	12,342		10,000		2,206		—
LIABILITIES
Long-term debt, including current portion⁽¹⁾	794,286		—		819,756		—

______________________


(1)	The estimated fair value includes the embedded conversion options on the Company’s 2.5% and 3.0% Convertible Senior Notes.

The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt and notes receivable from third parties was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. It was not practicable to estimate the fair value of certain of the Company’s investments, at cost, in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. Considerable judgment was required in developing certain of the estimates of fair value and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The Company’s non-financial assets that were measured at fair value during the years ended December 31 were as follows (in thousands):



	Level 1		Level 2		Level 3
2017
ASSETS
Investment, at equity, and advances in 50% or less owned companies	$	—	$	6,000	$	—
2016
ASSETS
Property and equipment	$	—	$	800	$	—
Goodwill	—		—		28,506
Investments, at cost, in 50% or less owned companies (included in other assets)	—		3,600		—
Investment, at equity, and advances in 50% or less owned companies	—		3,438		29,611
Notes receivable from third parties (included in other assets)	—		—		—

Investments, at equity, and advances in 50% or less owned companies. During the year ended December 31, 2017, the Company identified indicators of impairment for its investment in VA&E based on their recent financial results. The Company evaluated the fair value of VA&E and determined that its assets and liabilities were carried at fair value except for property and equipment and certain deferred tax assets. Based on this evaluation, the Company concluded its carrying value was in excess of fair value and the impairment was other than temporary resulting in an impairment charge of $0.9 million, net of tax, of its equity investment.

During the year ended December 31, 2016, the Company marked its investments to fair value in certain of its 50% or less owned companies as follows:

•

the Company identified indicators of impairment in a Ocean Services cost investment in a foreign container shipping company and an Other cost investment in a foreign industrial aircraft company and, as a consequence, recognized impairment charges of $11.6 million for an other-than-temporary decline in fair value. The Level 2 fair value of the Ocean Services cost investment was based on the value of the common stock issued in a recent offering. The Other cost investment was determined to have an immaterial value;

•

the Company identified indicators of impairment in its investment in SCFCo as a result of continuing losses and the expectation of continuing weak market conditions and, as a consequence, recognized a $7.7 million impairment charge for an other-than-temporary decline in the fair value of its investment. The fair value of the Company’s investment in SCFCo is estimated with significant inputs that are both observable and unobservable in the market and therefore is considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement were an estimated earnings multiple of 7x applied to 2017 forecasted cash flows before interest, taxes, depreciation and amortization (see Note 4); and


•	the Company marked its investment in SeaJon II to fair value as a consequence of acquiring its partner’s interest resulting in a $1.9 million impairment charge, net of tax, based on the fair value of the acquired interest (see Notes 2 and 4).

Property and equipment. During the year ended December 31, 2016, the Company recognized impairment charges related to certain Inland Services equipment (see Note 1). The fair value was based on the scrap value of the equipment.

Goodwill. During the year ended December 31, 2016, the Company recognized goodwill impairment charges of $19.6 million following a restructuring of Witt O’Brien’s (see Note 1). The fair value of Witt O’Brien’s was based on an appraisal performed in conjunction with the Company’s annual impairment test of goodwill on October 1, 2016 using significant inputs that are unobservable in the market and therefore are considered a Level 3 fair value measurement. The significant unobservable inputs used in the fair value measurement were industry transactions, cash flow projections and discount rates. The appraisal utilized both a market approach based on implied revenues and earnings multiples from industry transactions occurring in the prior five years and an income approach based on a discounted cash flow analysis of projected operating results, investment needs and capital expenditures, to establish value. The income approach was weighted more heavily based on the recent strategic growth program and management’s projected financial data. Under the income approach, fair value was determined by discounting the estimated future cash flows over a discrete period using an estimated weighted average cost of capital. The assumptions and estimates underlying the annual impairment assessment, such as the timing and extent of natural and man-made disasters, associated revenue and operating expenses are highly judgmental.

Notes receivable from third parties. During the year ended December 31, 2016, the Company recorded $6.7 million in reserves for one of its notes receivables from third parties following non-performance and a decline in the underlying collateral values, the collateral for the note was determined to have no value.