Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________________________
FORM 10-Q
________________________________________
(Mark One)
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016              or             
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-12289
SEACOR Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
________________________________________
Delaware
 
13-3542736
(State or Other Jurisdiction of
Incorporation or Organization)
 
(IRS Employer
Identification No.)
 
 
2200 Eller Drive, P.O. Box 13038,
 
 
Fort Lauderdale, Florida
 
33316
(Address of Principal Executive Offices)
 
(Zip Code)
954-523-2200
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ý     No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  x
 
Accelerated filer  ¨
 
Non-accelerated filer  ¨
(Do not check if a smaller
reporting company)
 
Smaller reporting company  ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ¨    No  ý
The total number of shares of common stock, par value $.01 per share, outstanding as of October 25, 2016 was 17,335,753. The Registrant has no other class of common stock outstanding.


Table of Contents

SEACOR HOLDINGS INC.
Table of Contents

Part I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
Item 3.
 
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.


i

Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS
SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
 
September 30,
2016
 
December 31,
2015
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
471,180

 
$
530,009

Restricted cash
3,364

 

Marketable securities
78,717

 
138,200

Receivables:
 
 
 
Trade, net of allowance for doubtful accounts of $2,611 and $2,483 in 2016 and 2015, respectively
148,358

 
159,076

Other
32,452

 
27,217

Inventories
16,047

 
24,768

Prepaid expenses and other
9,500

 
8,627

Total current assets
759,618

 
887,897

Property and Equipment:
 
 
 
Historical cost
2,128,010

 
2,123,201

Accumulated depreciation
(1,008,629
)
 
(994,181
)
 
1,119,381

 
1,129,020

Construction in progress
464,660

 
454,605

Net property and equipment
1,584,041

 
1,583,625

Investments, at Equity, and Advances to 50% or Less Owned Companies
331,063

 
331,103

Construction Reserve Funds
161,865

 
255,408

Goodwill
52,403

 
52,340

Intangible Assets, Net
23,496

 
26,392

Other Assets
41,647

 
48,654

 
$
2,954,133

 
$
3,185,419

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current portion of long-term debt
$
28,228

 
$
35,531

Accounts payable and accrued expenses
70,032

 
71,952

Other current liabilities
96,324

 
92,677

Total current liabilities
194,584

 
200,160

Long-Term Debt
1,013,691

 
1,034,859

Exchange Option Liability on Subsidiary Convertible Senior Notes
8,938

 
5,611

Deferred Income Taxes
307,353

 
389,988

Deferred Gains and Other Liabilities
148,085

 
163,862

Total liabilities
1,672,651

 
1,794,480

Equity:
 
 
 
SEACOR Holdings Inc. stockholders’ equity:
 
 
 
Preferred stock, $.01 par value, 10,000,000 shares authorized; none issued nor outstanding

 

Common stock, $.01 par value, 60,000,000 shares authorized; 37,874,080 and 37,684,829 shares issued in 2016 and 2015, respectively
379

 
377

Additional paid-in capital
1,512,209

 
1,505,942

Retained earnings
1,004,472

 
1,126,620

Shares held in treasury of 20,538,327 and 20,529,929 in 2016 and 2015, respectively, at cost
(1,357,331
)
 
(1,356,499
)
Accumulated other comprehensive loss, net of tax
(10,471
)
 
(5,620
)
 
1,149,258

 
1,270,820

Noncontrolling interests in subsidiaries
132,224

 
120,119

Total equity
1,281,482

 
1,390,939

 
$
2,954,133

 
$
3,185,419




The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

1

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except share data, unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Operating Revenues
$
206,983

 
$
261,852

 
$
617,949

 
$
804,105

Costs and Expenses:
 
 
 
 
 
 
 
Operating
146,796

 
175,985

 
448,146

 
582,876

Administrative and general
32,245

 
37,892

 
102,124

 
115,453

Depreciation and amortization
31,132

 
31,018

 
93,482

 
94,527

 
210,173

 
244,895

 
643,752

 
792,856

Gains (Losses) on Asset Dispositions and Impairments, Net
(29,826
)
 
11,264

 
(47,380
)
 
10,804

Operating Income (Loss)
(33,016
)
 
28,221

 
(73,183
)
 
22,053

Other Income (Expense):
 
 
 
 
 
 
 
Interest income
5,277

 
5,065

 
15,890

 
14,118

Interest expense
(12,504
)
 
(10,894
)
 
(37,273
)
 
(31,797
)
Debt extinguishment gains (losses), net
557

 
(434
)
 
5,395

 
(29,970
)
Marketable security losses, net
(7,865
)
 
(4,604
)
 
(56,912
)
 
(3,476
)
Derivative losses, net
(1,174
)
 
(725
)
 
(109
)
 
(2,295
)
Foreign currency losses, net
(666
)
 
(4,057
)
 
(651
)
 
(3,614
)
Other, net
(5,460
)
 
1,773

 
(12,844
)
 
6,162

 
(21,835
)
 
(13,876
)
 
(86,504
)
 
(50,872
)
Income (Loss) Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies
(54,851
)
 
14,345

 
(159,687
)
 
(28,819
)
Income Tax Expense (Benefit)
(21,147
)
 
3,063

 
(61,737
)
 
(8,736
)
Income (Loss) Before Equity in Earnings (Losses) of 50% or Less Owned Companies
(33,704
)
 
11,282

 
(97,950
)
 
(20,083
)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
(322
)
 
5,123

 
(7,533
)
 
10,086

Net Income (Loss)
(34,026
)
 
16,405

 
(105,483
)
 
(9,997
)
Net Income attributable to Noncontrolling Interests in Subsidiaries
5,777

 
9,440

 
16,665

 
1,920

Net Income (Loss) attributable to SEACOR Holdings Inc.
$
(39,803
)
 
$
6,965

 
$
(122,148
)
 
$
(11,917
)
 
 
 
 
 
 
 
 
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.
$
(2.35
)
 
$
0.40

 
$
(7.23
)
 
$
(0.68
)
 
 
 
 
 
 
 
 
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.
$
(2.35
)
 
$
0.40

 
$
(7.23
)
 
$
(0.68
)
 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
16,943,647

 
17,294,927

 
16,896,751

 
17,616,035

Diluted
16,943,647

 
17,561,107

 
16,896,751

 
17,616,035





The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

2

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, unaudited)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2015
 
2016
 
2015
Net Income (Loss)
$
(34,026
)
 
$
16,405

 
$
(105,483
)
 
$
(9,997
)
Other Comprehensive Loss:
 
 
 
 
 
 
 
Foreign currency translation losses
(305
)
 
(2,722
)
 
(6,641
)
 
(2,167
)
Reclassification of foreign currency translation losses to foreign currency losses, net
74

 

 
74

 

Derivative losses on cash flow hedges
(187
)
 
(1,540
)
 
(3,855
)
 
(2,225
)
Reclassification of derivative losses on cash flow hedges to interest expense
9

 

 
9

 

Reclassification of derivative losses on cash flow hedges to equity in earnings (losses) of 50% or less owned companies
785

 
214

 
2,111

 
925

Other
(7
)
 

 
(16
)
 

 
369

 
(4,048
)
 
(8,318
)
 
(3,467
)
Income tax benefit (expense)
(182
)
 
1,309

 
2,612

 
1,130

 
187

 
(2,739
)
 
(5,706
)
 
(2,337
)
Comprehensive Income (Loss)
(33,839
)
 
13,666

 
(111,189
)
 
(12,334
)
Comprehensive Income attributable to Noncontrolling Interests in Subsidiaries
5,625

 
9,133

 
15,810

 
1,682

Comprehensive Income (Loss) attributable to SEACOR Holdings Inc.
$
(39,464
)
 
$
4,533

 
$
(126,999
)
 
$
(14,016
)




























The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

3

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands, unaudited)
 
 
SEACOR Holdings Inc. Stockholders’ Equity
 
Non-
Controlling
Interests In
Subsidiaries
 
Total
Equity
 
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Shares
Held In
Treasury
 
Accumulated
Other
Comprehensive
Loss
 
December 31, 2015
 
$
377

 
$
1,505,942

 
$
1,126,620

 
$
(1,356,499
)
 
$
(5,620
)
 
$
120,119

 
$
1,390,939

Issuance of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Stock Purchase Plan
 

 

 

 
1,726

 

 

 
1,726

Exercise of stock options
 

 
1,076

 

 

 

 

 
1,076

Director stock awards
 

 
142

 

 

 

 

 
142

Restricted stock
 
2

 
(1,181
)
 

 

 

 

 
(1,179
)
Purchase of conversion option in convertible debt, net of tax
 

 
(4,612
)
 

 

 

 

 
(4,612
)
Purchase of treasury shares
 

 

 

 
(2,396
)
 

 

 
(2,396
)
Amortization of share awards
 

 
10,680

 

 

 

 

 
10,680

Cancellation of restricted stock
 

 
162

 

 
(162
)
 

 

 

Distributions to noncontrolling interests
 

 

 

 

 

 
(3,705
)
 
(3,705
)
Net income (loss)
 

 

 
(122,148
)
 

 

 
16,665

 
(105,483
)
Other comprehensive loss
 

 

 

 

 
(4,851
)
 
(855
)
 
(5,706
)
Nine Months Ended September 30, 2016
 
$
379

 
$
1,512,209

 
$
1,004,472

 
$
(1,357,331
)
 
$
(10,471
)
 
$
132,224

 
$
1,281,482

































The accompanying notes are an integral part of these consolidated financial statements
and should be read in conjunction herewith.

4

Table of Contents

SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 
Nine Months Ended September 30,
 
2016
 
2015
Net Cash Provided by Operating Activities
$
60,242

 
$
142,784

Cash Flows from Investing Activities:
 
 
 
Purchases of property and equipment
(294,115
)
 
(227,244
)
Cash settlements on derivative transactions, net
(31
)
 

Proceeds from disposition of property and equipment
146,195

 
95,396

Investments in and advances to 50% or less owned companies
(12,666
)
 
(43,760
)
Return of investments and advances from 50% or less owned companies
8,361

 
47,175

Net repayments (borrowings) on revolving credit line to 50% or less owned companies
(1,099
)
 
242

Issuances of third party leases and notes receivable, net
(1,320
)
 
(4,416
)
Net (increase) decrease in restricted cash
(3,364
)
 
16,435

Net decrease in construction reserve funds and title XI reserve funds
93,543

 
24,552

Net cash used in investing activities
(64,496
)
 
(91,620
)
Cash Flows from Financing Activities:
 
 
 
Payments on long-term debt and capital lease obligations
(156,321
)
 
(156,632
)
Net repayments under inventory financing arrangements

 
(2,661
)
Proceeds from issuance of long-term debt, net of issue costs
114,763

 
197,585

Purchase of conversion option in convertible debt
(7,096
)
 

Common stock acquired for treasury
(2,396
)
 
(65,214
)
Proceeds and tax benefits from share award plans
1,618

 
4,103

Issuance of noncontrolling interests

 
400

Distributions to noncontrolling interests
(3,705
)
 
(4,717
)
Net cash used in financing activities
(53,137
)
 
(27,136
)
Effects of Exchange Rate Changes on Cash and Cash Equivalents
(1,438
)
 
(1,406
)
Net Increase (Decrease) in Cash and Cash Equivalents
(58,829
)
 
22,622

Cash and Cash Equivalents, Beginning of Period
530,009

 
434,183

Cash and Cash Equivalents, End of Period
$
471,180

 
$
456,805



















The accompanying notes are an integral part of these condensed consolidated financial statements
and should be read in conjunction herewith.

5

Table of Contents

SEACOR HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1.
BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The condensed consolidated financial information for the three and nine months ended September 30, 2016 and 2015 has been prepared by the Company and has not been audited by its independent registered certified public accounting firm. The condensed consolidated financial statements include the accounts of SEACOR Holdings Inc. and its consolidated subsidiaries. In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the Company’s financial position as of September 30, 2016, its results of operations for the three and nine months ended September 30, 2016 and 2015, its comprehensive income (loss) for the three and nine months ended September 30, 2016 and 2015, its changes in equity for the nine months ended September 30, 2016, and its cash flows for the nine months ended September 30, 2016 and 2015. Results of operations for the interim periods presented are not necessarily indicative of operating results for the full year or any future periods.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the "Company" refers to SEACOR Holdings Inc. and its consolidated subsidiaries and any reference in this Quarterly Report on Form 10-Q to "SEACOR" refers to SEACOR Holdings Inc. Capitalized terms used and not specifically defined herein have the same meaning given those terms in the Company's Annual report on Form 10-K for the year ended December 31, 2015.
Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the buyer is fixed or determinable, and collectability is reasonably assured. Revenue that does not meet these criteria is deferred until the criteria are met.
As of September 30, 2016, deferred revenues of $6.8 million, included in other current liabilities in the accompanying condensed consolidated balance sheets, related to the time charter of several offshore support vessels scheduled to be paid through the conveyance of an overriding royalty interest (the “Conveyance”) in developmental oil and gas producing properties operated by a customer in the U.S. Gulf of Mexico. Payments under the Conveyance, and the timing of such payments, were contingent upon production and energy sale prices. On August 17, 2012, the customer filed a voluntary petition for Chapter 11 bankruptcy. The Company is vigorously defending its interest in connection with the bankruptcy filing; however, payments received under the Conveyance subsequent to May 19, 2012 are subject to creditors’ claims in bankruptcy court. The Company will recognize revenues when reasonably assured of a judgment in its favor. All costs and expenses related to these charters were recognized as incurred.
Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the time period beyond which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date.

6

Table of Contents

As of September 30, 2016, the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:
Offshore support vessels (excluding wind farm utility)
20
Wind farm utility vessels
10
Inland river dry-cargo barges
20
Inland river liquid tank barges
25
Inland river towboats
25
Product tankers - U.S.-flag
25
Short-sea Container/RORO(1) vessels
20
Harbor and offshore tugs
25
Ocean liquid tank barges
25
Terminal and manufacturing facilities
20
______________________
(1)
Roll on/Roll off (“RORO”).
Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.
Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. During the nine months ended September 30, 2016, capitalized interest totaled $14.3 million.
Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. These indicators may include a significant decrease in the market price of a long-lived asset or asset group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If the carrying value of the assets is not recoverable, as determined by the estimated undiscounted cash flows, the carrying value of the assets is reduced to fair value, if lower. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the nine months ended September 30, 2016 and 2015, the Company recognized impairment charges of $51.7 million and $6.9 million, respectively, related to long-lived assets held for use.
When reviewing the Company’s Offshore Marine Services’ fleet for impairment, including stacked vessels expected to return to active service, the Company groups vessels with similar operating and marketing characteristics into vessel classes. As a result of the continued weak market conditions, the Company has identified indicators of impairment for certain of its owned offshore support vessels or vessel classes. As a consequence, the Company estimated their undiscounted future cash flows and determined that for one mini-supply vessel, one specialty vessel, 13 anchor handling towing supply vessels, eight supply vessels and 13 liftboats, there is sufficient uncertainty as to whether or not their carrying values would be recovered. During the nine months ended September 30, 2016, the Company obtained independent appraisals and other market data resulting in impairment charges of $50.6 million related to these identified vessels and associated intangible assets. Due to limited market transactions, the primary valuation methodology applied by the appraisers was an estimated cost approach less estimated economic depreciation for comparably aged assets with a discount applied for economic obsolescence based on current and prior two years’ performance trending.
The preparation of the undiscounted cash flows requires management to make certain estimates and assumptions on expected future rates per day worked and utilization levels for vessels and vessel classes over their expected remaining lives. Those estimates and assumptions are based on the projected magnitude and timing of a market recovery from offshore oil and gas exploration and production activity in the geographic regions where the Company operates and, as such, are highly subjective. If difficult market conditions persist and an anticipated recovery is delayed beyond the Company’s expectation, further deterioration in the fair value of vessels already impaired or revisions to management’s forecasts may result in the Company recording additional impairment charges related to its long-lived assets in future periods.

7

Table of Contents

Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the fair value of the investment. The periodic assessment considers, among other things, whether the carrying value of the investment is able to be recovered and whether or not the investee’s ability to sustain an earnings capacity that would justify the carrying value of the investment. When the Company determines its investment in the 50% or less owned company is not recoverable or the decline in fair value is other-than-temporary, the investment is written down to fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding the projected financial performance of 50% or less owned companies, the severity and expected duration of declines in value, and the available liquidity in the capital markets to support the continuing operations of the 50% or less owned company. During the nine months ended September 30, 2016, the Company recognized a $0.3 million impairment charge, net of tax, related to one of Offshore Marine Services’ equity method investments in equity in earnings (losses) of 50% or less owned companies in the accompanying condensed consolidated statements of income (loss). In addition, during the nine months ended September 30, 2016, the Company recognized a $6.5 million impairment charge related to a Shipping Services’ cost investment in a foreign container shipping company in other, net in the accompanying condensed consolidated statements of income (loss). During the nine months ended September 30, 2015, the Company did not recognize any impairment charges related to its 50% or less owned companies.
Deferred Gains. The Company has sold certain equipment to its 50% or less owned companies, entered into vessel sale-leaseback transactions with finance companies, and provided seller financing on sales of its equipment to third parties and its 50% or less owned companies. A portion of the gains realized from these transactions were deferred and recorded in deferred gains and other liabilities in the accompanying condensed consolidated balance sheets. Deferred gain activity related to these transactions for the nine months ended September 30 was as follows (in thousands):
 
2016
 
2015
Balance at beginning of period
$
135,909

 
$
159,911

Adjustments to deferred gains arising from asset sales
9,003

 
5,971

Amortization of deferred gains included in operating expenses as a reduction to rental expense
(17,369
)
 
(16,897
)
Amortization of deferred gains included in gains (losses) on asset dispositions and impairments, net
(1,852
)
 
(5,437
)
Other
(2,850
)
 
(1,667
)
Balance at end of period
$
122,841

 
$
141,881

Accumulated Other Comprehensive Loss. The components of accumulated other comprehensive loss were as follows (in thousands):
 
SEACOR Holdings Inc. Stockholders’ Equity
 
Noncontrolling Interests
 
 
 
Foreign
Currency
Translation
Adjustments
 
Derivative
Losses on
Cash Flow
Hedges, net
 
Other
 
Total
 
Foreign
Currency
Translation
Adjustments
 
Derivative
Losses on
Cash Flow
Hedges, net
 
Other
 
Other
Comprehensive
Loss
December 31, 2015
$
(5,528
)
 
$
(116
)
 
$
24

 
$
(5,620
)
 
$
(528
)
 
$

 
$
16

 
 
Other comprehensive loss
(5,772
)
 
(1,680
)
 
(11
)
 
(7,463
)
 
(795
)
 
(55
)
 
(5
)
 
$
(8,318
)
Income tax benefit
2,020

 
588

 
4

 
2,612

 

 

 

 
2,612

Nine Months Ended September 30, 2016
$
(9,280
)
 
$
(1,208
)
 
$
17

 
$
(10,471
)
 
$
(1,323
)
 
$
(55
)
 
$
11

 
$
(5,706
)
Earnings (Loss) Per Share. Basic earnings (loss) per common share of SEACOR is computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings (loss) per common share of SEACOR is computed based on the weighted average number of common shares issued and outstanding plus the effect of potentially dilutive securities through the application of the treasury stock and if-converted methods. Dilutive securities for this purpose assumes restricted stock grants have vested, common shares have been issued pursuant to the exercise of outstanding stock options and common shares have been issued pursuant to the conversion of all outstanding convertible notes.

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Computations of basic and diluted earnings (loss) per common share of SEACOR were as follows (in thousands, except share data):
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
Net Income (Loss) attributable to SEACOR
 
Average O/S Shares
 
Per Share
 
Net Loss Attributable to SEACOR
 
Average O/S Shares
 
Per Share
2016
 
 
 
 
 
 
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
(39,803
)
 
16,943,647

 
$
(2.35
)
 
$
(122,148
)
 
16,896,751

 
$
(7.23
)
Effect of Dilutive Share Awards:
 
 
 
 
 
 
 
 
 
 
 
Options and Restricted Stock(1)

 

 
 
 

 

 
 
Convertible Notes(2)

 

 
 
 

 

 
 
Diluted Weighted Average Common Shares Outstanding
$
(39,803
)
 
16,943,647

 
$
(2.35
)
 
$
(122,148
)
 
16,896,751

 
$
(7.23
)
2015
 
 
 
 
 
 
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
6,965

 
17,294,927

 
$
0.40

 
$
(11,917
)
 
17,616,035

 
$
(0.68
)
Effect of Dilutive Share Awards:
 
 
 
 
 
 
 
 
 
 
 
Options and Restricted Stock(1)

 
266,180

 
 
 

 

 
 
Convertible Notes(3)

 

 
 
 

 

 
 
Diluted Weighted Average Common Shares Outstanding
$
6,965

 
17,561,107

 
$
0.40

 
$
(11,917
)
 
17,616,035

 
$
(0.68
)
______________________
(1)
For the three months ended September 30, 2016 and 2015, diluted earnings per common share of SEACOR excluded 2,041,652 and 846,934, respectively, of certain share awards as the effect of their inclusion in the computation would be anti-dilutive. For the nine months ended September 30, 2016 and 2015, diluted earnings per common share of SEACOR excluded 2,041,652 and 2,038,450, respectively, of certain share awards as the effect of their inclusion in the computation would be anti-dilutive.
(2)
For the three months ended September 30, 2016, diluted earnings per common share of SEACOR excluded 2,382,626 common shares issuable pursuant to the Company’s 2.5% Convertible Senior Notes, 1,825,326 common shares issuable pursuant to the Company’s 3.0% Convertible Senior Notes and 2,243,500 common shares issuable pursuant to the Company’s 3.75% Subsidiary Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive. For the nine months ended September 30, 2016, diluted earnings per common share of SEACOR excluded 2,910,688 common shares issuable pursuant to the Company’s 2.5% Convertible Senior Notes, 1,825,326 common shares issuable pursuant to the Company’s 3.0% Convertible Senior Notes and 2,243,500 common shares issuable pursuant to the Company’s 3.75% Subsidiary Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.
(3)
For the three and nine months ended September 30, 2015, diluted earnings per common share of SEACOR excluded 4,200,525 common shares issuable pursuant to the Company’s 2.5% Convertible Senior Notes and 1,825,326 common shares issuable pursuant to the Company’s 3.0% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.
New Accounting Pronouncements. On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under generally accepted accounting principles in the United States. The core principal of the new standard is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company has not yet selected the method of adoption or determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.
On February 25, 2016, the FASB issued a comprehensive new leasing standard, which improves transparency and comparability among companies by requiring lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. The new standard is effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.
On March 30, 2016, the FASB issued an amendment to the accounting standards, which simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The amendment is effective for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years and early adoption is permitted. The Company has not yet determined what impact, if any, the adoption of the new standard will have on its consolidated financial position, results of operations or cash flows.

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Reclassifications. Certain reclassifications of prior period information have been made to conform with the presentation of the current period information. These reclassifications had no effect on net income (loss) or cash flows as previously reported.
2.
EQUIPMENT ACQUISITIONS AND DISPOSITIONS
During the nine months ended September 30, 2016, capital expenditures were $294.1 million. Equipment deliveries during the nine months ended September 30, 2016 included twelve fast support vessels, one supply vessel, two wind farm utility vessels, two inland river towboats, twelve inland river dry-cargo barges and two U.S.-flag product tankers. In addition, the Company received one U.S.-flag harbor tug as partial consideration for the sale of certain Inland River Services equipment as described below.
During the nine months ended September 30, 2016, the Company sold one mini-supply vessel, four standby safety vessels, one supply vessel, 20 30,000 barrel inland river liquid tank barges, the rights to eight leased-in 30,000 barrel inland river liquid tank barges, 14 inland river towboats, one U.S.-flag product tanker, one U.S.-flag harbor tug and other property and equipment for net proceeds of $156.1 million ($146.1 million in cash, $8.0 million in seller financing and one U.S.-flag harbor tug valued at $2.0 million) and gains of $11.4 million, of which $2.4 million were recognized currently and $9.0 million were deferred (see Note 1). In addition, the Company recognized previously deferred gains of $1.9 million. Equipment dispositions included one 30,000 barrel inland river liquid tank barge currently under construction and the sale-leaseback of one U.S.-flag product tanker for $61.0 million with a leaseback term of 76 months. The Company also received $0.1 million of deposits on future equipment sales.
3.
INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES
Falcon Global. Falcon Global was formed to construct and operate foreign-flag liftboats. During the nine months ended September 30, 2016, the Company and its partner each contributed additional capital of $6.8 million in cash.
OSV Partners. OSV Partners owns and operates offshore support vessels. During the nine months ended September 30, 2016, the Company contributed additional capital of $1.2 million in cash. In addition, during the nine months ended September 30, 2016, equity in losses of 50% or less owned companies, net of tax, includes $1.0 million related to the Company’s proportionate share of impairment charges associated with OSV Partners’ fleet.
Other Offshore Marine Services. During the nine months ended September 30, 2016, the Company made capital contributions of $0.2 million and received dividends of $0.4 million from its other 50% or less owned companies. During the nine months ended September 30, 2016, equity in losses of 50% or less owned companies, net of tax, included $2.7 million for the Company’s proportionate share of impairment charges associated with its joint ventured fleet and $0.3 million for an other-than-temporary decline in the fair value of one of its investments in a 50% or less owned company.
SCFCo. SCFCo was established to operate inland river towboats and inland river dry-cargo barges on the Parana-Paraguay Rivers in South America and a terminal facility at Port Ibicuy, Argentina. During the nine months ended September 30, 2016, the Company and its partner each contributed additional capital of $0.8 million in cash. As of September 30, 2016, the Company had outstanding loans and working capital advances to SCFCo of $27.6 million.
SEA-Access. SEA-Access owned and operated a U.S.-flag crude oil tanker that was sold for scrap during the nine months ended September 30, 2016. During the nine months ended September 30, 2016, the Company received dividends of $2.0 million and capital distributions of $8.4 million.
SeaJon. SeaJon owns an articulated tug-barge operating in the Great Lakes trade. During the nine months ended September 30, 2016, the Company received dividends of $0.6 million.
Avion. Avion is a distributor of aircraft and aircraft related parts. During the nine months ended September 30, 2016, the Company made advances of $3.0 million. As of September 30, 2016, the Company had $3.0 million of outstanding loans to Avion.
VA&E. VA&E primarily focuses on the global origination, trading and merchandising of sugar, pairing producers and buyers and arranging for the transportation and logistics of the product. The Company provides an unsecured revolving credit facility to VA&E for up to $6.0 million, a term loan of $1.1 million and a subordinated loan of $1.0 million. During the nine months ended September 30, 2016, VA&E borrowed $10.0 million and repaid $8.9 million on the revolving credit facility. As of September 30, 2016, the Company had outstanding advances of $8.3 million.
Other. During the nine months ended September 30, 2016, the Company made capital contributions and advances of $0.6 million to other 50% or less owned companies.

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Guarantees. The Company has guaranteed the payment of amounts owed under a vessel charter, a construction contract and banking facilities by certain of its 50% or less owned companies. As of September 30, 2016, the total amount guaranteed by the Company under these arrangements was $83.4 million. In addition, as of September 30, 2016, the Company had uncalled capital commitments to two of its 50% or less owned companies totaling $1.8 million.
4.
LONG-TERM DEBT
SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire SEACOR’s common stock, par value $0.01 per share (“Common Stock”), 7.375% Senior Notes, 3.0% Convertible Senior Notes, and 2.5% Convertible Senior Notes (collectively the “Securities”) through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of September 30, 2016, the Company’s repurchase authority for the Securities was $64.8 million.
2.5% Convertible Senior Notes. During the nine months ended September 30, 2016, the Company repurchased $117.4 million in principal amount of its 2.5% Convertible Senior Notes for total consideration of $114.9 million. Consideration of $107.8 million was allocated to the settlement of the long-term debt resulting in gains on debt extinguishment of $3.3 million included in the accompanying condensed consolidated statements of income (loss). Consideration of $7.1 million was allocated to the purchase of the conversion option embedded in the 2.5% Convertible Senior Notes as included in the accompanying condensed consolidated statements of changes in equity. The outstanding principal amount of these notes was $167.1 million as of September 30, 2016.
7.375% Senior Notes. During the nine months ended September 30, 2016, the Company purchased $22.6 million in principal amount of its 7.375% Senior Notes for $20.3 million resulting in gains on debt extinguishment of $2.1 million included in the accompanying condensed consolidated statements of income (loss). The outstanding principal amount of these notes was $173.4 million as of September 30, 2016.
Windcat Workboats Credit Facility. On May 24, 2016, Windcat Workboats entered into a €25.0 million revolving credit facility secured by the Company’s wind farm utility vessel fleet. Borrowings under the facility bear interest at variable rates based on EURIBOR plus a margin ranging from 3.00% to 3.30% per annum plus mandatory lender costs. A quarterly commitment fee is payable based on the unfunded portion of the commitment amount at rates ranging from 1.20% to 1.32% per annum. During the nine months ended September 30, 2016, Windcat Workboats drew $23.5 million (€21.0 million) under the facility to repay all of its then outstanding debt totaling $22.9 million and incurred issuance costs of $0.6 million related to this facility.
Sea-Cat Crewzer III Term Loan Facility. On April 21, 2016, Sea-Cat Crewzer III LLC (“Sea-Cat Crewzer III”) entered into a €27.6 million term loan facility (payable in U.S. dollars) secured by the Company’s vessels currently under construction. Borrowings under the facility bear interest at a Commercial Interest Reference Rate, currently 2.76%. A quarterly commitment fee is payable based on the unfunded portion of the commitment amount at a rate of 0.45%. During the nine months ended September 30, 2016, Sea-Cat Crewzer III drew $16.1 million under the facility and incurred issuance costs of $2.6 million.
SEA-Vista Credit Facility. During the nine months ended September 30, 2016, SEA-Vista borrowed $71.0 million on the Revolving Loan and made scheduled repayments of $2.9 million on the Term A-1 Loan. As of September 30, 2016, SEA-Vista had $16.0 million of borrowing capacity under the SEA-Vista Credit Facility. Subsequent to September 30, 2016, SEA-Vista borrowed $5.0 million on the Revolving Loan.
ICP Revolving Credit Facility. As of September 30, 2016, ICP had $15.9 million of borrowing capacity under this facility.
Other. During the nine months ended September 30, 2016, the Company made scheduled payments on other long-term debt of $2.5 million and received proceeds from the issuance of other long-term debt of $7.5 million, net of issuance costs of $0.1 million. As of September 30, 2016, the Company had outstanding letters of credit totaling $26.2 million with various expiration dates through 2019 and other labor and performance guarantees of $1.6 million.
5.
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES
Derivative instruments are classified as either assets or liabilities based on their individual fair values. The fair values of the Company’s derivative instruments as of September 30, 2016 were as follows (in thousands):
 
Derivative
Asset(1)
 
Derivative
Liability(2)
Derivatives designated as hedging instruments:
 
 
 
Forward currency exchange contracts (fair value hedges)
$

 
$
150

Interest rate swap agreements (cash flow hedges)

 
229

 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
Exchange option liability on subsidiary convertible senior notes

 
8,938

Forward currency exchange, option and future contracts

 
102

Exchange traded commodity swap, option and future contracts
51

 
1,479

 
$
51

 
$
10,898

______________________
(1)
Included in other receivables in the accompanying condensed consolidated balance sheets.
(2)
Included in other current liabilities in the accompanying condensed consolidated balance sheets, except for the exchange option liability on subsidiary convertible senior notes.
Fair Value Hedges. From time to time, the Company may designate certain of its foreign currency exchange contracts as fair value hedges in respect of capital commitments denominated in foreign currencies. By entering into these foreign currency exchange contracts, the Company may fix a portion of its capital commitments denominated in foreign currencies in U.S. dollars to protect against currency fluctuations. As of September 30, 2016, the Company had euro denominated forward currency exchange contracts with an aggregate U.S. dollar equivalent of $9.7 million related to offshore support vessels scheduled to be delivered in 2017. During the nine months ended September 30, 2016, the fair value of these contracts decreased by $0.2 million and was included as an increase to the corresponding hedged equipment included in construction in progress in the accompanying condensed consolidated balance sheets.
Cash Flow Hedges. The Company and certain of the Company’s 50% or less owned companies have interest rate swap agreements designated as cash flow hedges. By entering into these interest rate swap agreements, these companies have converted the variable LIBOR or EURIBOR component of certain of their outstanding borrowings to a fixed interest rate. The Company recognized losses on derivative instruments designated as cash flow hedges of $3.9 million and $2.2 million for the nine months ended September 30, 2016 and 2015, respectively, as a component of other comprehensive income (loss). As of September 30, 2016, the interest rate swaps held by the Company and the Company’s 50% or less owned companies were as follows:
The Company had two interest rate swap agreements maturing in 2021 that call for the Company to pay a fixed rate of interest of (0.03)% on the aggregate notional value of €15.0 million ($16.9 million) and receive a variable interest rate based on EURIBOR on the aggregate notional value.
MexMar had four interest rate swap agreements with maturities in 2023 that call for MexMar to pay a fixed rate of interest ranging from 1.71% to 2.05% on the aggregate amortized notional value of $108.6 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value.
Sea-Cat Crewzer II had an interest rate swap agreement maturing in 2019 that calls for Sea-Cat Crewzer II to pay a fixed rate of interest of 1.52% on the amortized notional value of $23.9 million and receive a variable interest rate based on LIBOR on the amortized notional value.
Sea-Cat Crewzer had an interest rate swap agreement maturing in 2019 that calls for Sea-Cat Crewzer to pay a fixed rate of interest of 1.52% on the amortized notional value of $21.1 million and receive a variable interest rate based on LIBOR on the amortized notional value.
SeaJon had an interest rate swap agreement maturing in 2017 that calls for SeaJon to pay a fixed interest rate of 2.79% on the amortized notional value of $30.9 million and receive a variable interest rate based on LIBOR on the amortized notional value.

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Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the nine months ended September 30, 2016 as follows (in thousands):
 
2016
 
2015
Exchange option liability on subsidiary convertible senior notes
$
(3,328
)
 
$

Options on equities and equity indices
3,095

 
(699
)
Forward currency exchange, option and future contracts
(186
)
 
(474
)
Interest rate swap agreements
(18
)
 
(15
)
Commodity swap, option and future contracts:
 
 
 
Exchange traded
328

 
(2,606
)
Non-exchange traded

 
1,499

 
$
(109
)
 
$
(2,295
)
The exchange option liability relates to a bifurcated embedded derivative in the Company’s 3.75% Subsidiary Convertible Senior Notes.
The Company holds positions in publicly traded equity options that convey the right or obligation to engage in future transactions in the underlying equity security or index. The Company’s investment in equity options primarily includes positions in energy, marine, transportation and other related businesses. These contracts are typically entered into to mitigate the risk of changes in the market value of marketable security positions that the Company is either about to acquire, has acquired or is about to dispose.
The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of September 30, 2016, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $2.1 million. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the United States. The Company generally does not enter into contracts with forward settlement dates beyond twelve to eighteen months.
The Company and certain of its 50% or less owned companies have entered into interest rate swap agreements for the general purpose of providing protection against increases in interest rates, which might lead to higher interest costs. As of September 30, 2016, the interest rate swaps held by the Company or its 50% or less owned companies were as follows:
OSV Partners had two interest rate swap agreements with maturities in 2020 that call for OSV Partners to pay a fixed rate of interest ranging from 1.89% to 2.27% on the aggregate amortized notional value of $39.3 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value.
Dynamic Offshore had an interest rate swap agreement maturing in 2018 that calls for Dynamic Offshore to pay a fixed interest rate of 1.30% on the amortized notional value of $76.4 million and receive a variable interest rate based on LIBOR on the amortized notional value.
Falcon Global had an interest rate swap agreement maturing in 2022 that calls for Falcon Global to pay a fixed interest rate of 2.06% on the amortized notional value of $62.5 million and receive a variable interest rate based on LIBOR on the amortized notional value.
The Company and certain of its 50% or less owned companies enter and settle positions in various exchange and non-exchange traded commodity swap, option and future contracts. ICP enters into exchange traded positions (primarily corn, ethanol and natural gas) to protect its raw material and finished goods inventory balances from market changes. VA&E enters into exchange traded positions to protect its fixed price future purchase and sale contracts for sugar as well as its inventory balances from market changes. As of September 30, 2016, the net market exposure to these commodities under these contracts was not material.

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Table of Contents

6.
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 September 30, 2016 that are measured at fair value on a recurring basis were as follows (in thousands):
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
Marketable securities(1)
$
78,717

 
$

 
$

Derivative instruments (included in other receivables)
51

 

 

Construction reserve funds
161,865

 

 

LIABILITIES
 
 
 
 
 
Short sale of marketable securities(1) (included in other current liabilities)
2,745

 

 

Derivative instruments (included in other current liabilities)
1,479

 
481

 

Exchange option liability on subsidiary convertible senior notes

 

 
8,938

______________________
(1)
Marketable security losses, net include unrealized losses of $8.0 million and $1.7 million for the three months ended September 30, 2016 and 2015, respectively, related to marketable security positions held by the Company as of September 30, 2016. Marketable security losses, net include unrealized losses of $56.8 million and $1.3 million for the nine months ended September 30, 2016 and 2015, respectively, related to marketable security positions held by the Company as of September 30, 2016.
Level 3 Inputs. The fair value of the exchange option liability on subsidiary convertible senior notes is estimated with significant inputs that are both observable and unobservable in the market and therefore is considered a Level 3 fair value measurement. Observable inputs include market quotes, current interest rates, benchmark yield curves, volatility, quoted prices of securities with similar characteristics and historical dividends. The significant unobservable input used in the fair value measurement is the probability assessment of a SMH Spin-off. In the fair value measurement, holding the observable inputs constant, a significant increase in the probability of a SMH Spin-off would result in a significantly lower exchange option liability.
The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2016 were as follows (in thousands):
 
 
 
Estimated Fair Value
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash
$
474,544

 
$
474,544

 
$

 
$

Investments, at cost, in 50% or less owned companies (included in other assets)
9,545

 
see below
 
 
 
 
Notes receivable from third parties (included in other receivables and other assets)
24,723

 
see below
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Long-term debt, including current portion(1)
1,041,919

 

 
1,047,546

 

______________________
(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 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. It was not practicable to estimate the fair value of the Company’s notes receivable

13

Table of Contents

from third parties as the overall returns are uncertain due to certain provisions for additional payments contingent upon future events. 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 other assets and liabilities that were measured at fair value during the nine months ended September 30, 2016 were as follows (in thousands):
 
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
Property and equipment(1)
 
$

 
$
2,853

 
$
172,230

Intangible assets, net(1)
 

 

 

Investment at cost (included in other assets)(2)
 

 
3,500

 

Investment at equity in a 50% or less owned company(3)
 

 

 

Notes receivable from third parties (included in other assets)(4)
 

 

 

______________________
(1)
During the nine months ended September 30, 2016, the Company recognized impairment charges of $51.7 million associated with certain Offshore Marine Services’ offshore support vessels (see Note 1) and certain Inland River Services’ equipment currently under construction. The fair value of two offshore support vessels were determined based on the contracted sales prices of the vessels. The fair value of the equipment under construction was determined based on scrap steel value. The fair value of the remaining offshore support vessels were determined based on third-party valuations 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 the construction costs of similar new equipment and estimated economic depreciation for comparably aged assets with a discount applied for economic obsolescence based on current and prior two years’ performance trending.
(2)
During the nine months ended September 30, 2016, the Company identified indicators of impairment in a Shipping Services’ cost investment in a foreign container shipping company and, as a consequence, recognized an impairment charge of $6.5 million for an other-than-temporary decline in fair value. The fair value was based on the value of the common stock issued in a recent offering.
(3)
During the nine months ended September 30, 2016, the Company identified indicators of impairment in one of Offshore Marine Services’ equity method investments as a result of continuing weak market conditions and, as a consequence, recognized a $0.3 million impairment charge, net of tax, for an other-than-temporary decline in fair value. The investment was determined to have no value and the Company has suspended equity method accounting.
(4)
During the nine months ended September 30, 2016, the Company recorded a $6.7 million reserve for one of its notes receivable from third parties following a decline in the underlying collateral value. The collateral was determined to have no value.
7.
STOCK REPURCHASES
SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire its Securities through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. As of September 30, 2016, the Company’s repurchase authority for the Securities was $64.8 million.
During the nine months ended September 30, 2016, the Company purchased 47,455 shares of Common Stock for treasury for an aggregate purchase price of $2.4 million from its employees to cover their tax withholding obligations upon the lapsing of restrictions on share awards. These shares were purchased in accordance with the terms of the Company’s Share Incentive Plans and not pursuant to the repurchase authorization granted by SEACOR’s Board of Directors.
8.
NONCONTROLLING INTERESTS IN SUBSIDIARIES
Noncontrolling interests in the Company’s consolidated subsidiaries were as follows (in thousands):
 
Noncontrolling Interests
 
September 30, 2016
 
December 31, 2015
Offshore Marine Services:
 
 
 
 
 
 
 
Windcat Workboats
25%
 
$
5,730

 
$
7,484

Other
1.8
%
30%
 
265

 
470

Inland River Services:
 
 
 
 
 
 
 
Other
3.0
%
51.8%
 
953

 
1,146

Shipping Services:
 
 
 
 
 
 
 
Sea-Vista
49%
 
104,182

 
88,290

Illinois Corn Processing
30%
 
20,942

 
22,272

Other
5.0
%
14.6%
 
152

 
457

 
 
 
 
 
$
132,224

 
$
120,119


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Windcat Workboats. Windcat Workboats owns and operates the Company’s wind farm utility vessels that are primarily used to move personnel and supplies in the major offshore wind markets of Europe. As of September 30, 2016, the net assets of Windcat Workboats were $22.9 million. During the nine months ended September 30, 2016, the net loss of Windcat Workboats was $3.6 million, of which $0.9 million was attributable to noncontrolling interests. During the nine months ended September 30, 2015, the net income of Windcat Workboats was $3.4 million, of which $0.9 million was attributable to noncontrolling interests.
SEA-Vista. SEA-Vista owns and operates the Company’s fleet of U.S.-flag product tankers used in the U.S. coastwise trade of crude oil, petroleum and specialty chemical products. As of September 30, 2016, the net assets of SEA-Vista were $212.6 million. During the nine months ended September 30, 2016, the net income of SEA-Vista was $32.4 million, of which $15.9 million was attributable to noncontrolling interests. During the nine months ended September 30, 2015, the net loss of SEA-Vista was $9.6 million, of which $4.7 million was attributable to noncontrolling interests.
Illinois Corn Processing. ICP owns and operates an alcohol manufacturing, storage and distribution facility located in Pekin, IL. As of September 30, 2016, the net assets of ICP were $69.8 million. During the nine months ended September 30, 2016, the net income of ICP was $6.6 million, of which $2.0 million was attributable to noncontrolling interests. During the nine months ended September 30, 2015, the net income of ICP was $19.4 million, of which $5.8 million was attributable to noncontrolling interests.
9.
MULTI-EMPLOYER PENSION PLANS
AMOPP. During the nine months ended September 30, 2016, the Company received notification from the AMOPP that the Company’s withdrawal liability as of September 30, 2015 was $46.7 million based on an actuarial valuation performed as of that date. That liability may change in future years based on various factors, primarily employee census. As of September 30, 2016, the Company has no intention to withdraw from the AMOPP and no deficit amounts have been invoiced. Depending upon the results of the future actuarial valuations and the ten-year rehabilitation plan, it is possible that the AMOPP will experience further funding deficits, requiring the Company to recognize additional payroll related operating expenses in the periods invoices are received or contribution levels are increased.
10.    SHARE BASED COMPENSATION
Transactions in connection with the Company’s share based compensation plans during the nine months ended September 30, 2016 were as follows:
Director stock awards granted
2,375

Employee Stock Purchase Plan (“ESPP”) shares issued
41,924

Restricted stock awards granted
137,258

Restricted stock awards canceled
2,867

Stock Option Activities:
 
Outstanding as of December 31, 2015
1,690,899

Granted
153,073

Exercised
(49,618
)
Forfeited
(18,760
)
Expired
(116,004
)
Outstanding as of September 30, 2016
1,659,590

Shares available for future grants and ESPP purchases as of September 30, 2016
567,568


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11.
COMMITMENTS AND CONTINGENCIES
The Company's capital commitments as of September 30, 2016 by year of expected payment were as follows (in thousands):
 
 
2016
 
2017
 
2018
 
2019
 
Total
Offshore Marine Services
 
$
12,622

 
$
38,366

 
$
47,374

 
$
12,554

 
$
110,916

Shipping Services
 
43,482

 
26,096

 

 

 
69,578

Inland River Services
 
17,572

 
27,465

 

 

 
45,037

Illinois Corn Processing
 
1,287

 

 

 

 
1,287

 
 
$
74,963

 
$
91,927

 
$
47,374

 
$
12,554

 
$
226,818

Offshore Marine Services' capital commitments included nine fast support vessels, four supply vessels and one wind farm utility vessel. These commitments included $15.4 million for one supply vessel that may be assumed by a third party at their option. Shipping Services’ capital commitments included two U.S.-flag product tankers, one U.S.-flag chemical and petroleum articulated tug-barge and two U.S.-flag harbor tugs and other equipment and upgrades. Inland River Services’ capital commitments included 38 dry-cargo barges, three inland river towboats and other equipment and upgrades. Subsequent to September 30, 2016, the Company committed to purchase other equipment for $18.0 million.
On December 15, 2010, both ORM and NRC, a subsidiary of the Company prior to the SES Business Transaction were named as defendants in one of the several “master complaints” filed in the overall multi-district litigation relating to the Deepwater Horizon oil spill response and clean-up in the Gulf of Mexico pending in the U.S. District Court for the Eastern District of Louisiana (the “MDL”). The “B3” master complaint naming ORM and NRC asserts various claims on behalf of a putative class against multiple defendants concerning the clean-up activities generally and the use of dispersants specifically. Both prior to and following the filing of the aforementioned master complaint, individual civil actions naming the Company, ORM, and/or NRC alleging B3 exposure-based injuries and/or damages were consolidated with the MDL and stayed pursuant to court order, discussed in turn below. The Company has continually taken the position that all of the B3 claims asserted against ORM and NRC have no merit, and on February 28, 2011, ORM and NRC moved to dismiss all claims asserted against them in the master complaint. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that ORM and NRC had filed, although the Court recognized the validity of the derivative immunity and implied preemption arguments that ORM and NRC advanced in their motion and directed ORM and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert those arguments. A schedule for limited discovery and motion practice was established by the Court and, in accordance with that schedule, ORM and NRC filed for summary judgment re-asserting their immunity and preemption arguments on May 18, 2012. Those motions were argued on July 13, 2012 and taken under advisement. On July 17, 2014, the Court issued a pretrial order that established a protocol for disclosures clarifying the basis for the B3 claims asserted against the Clean-Up Responder Defendants, including ORM and NRC, in the MDL, whether by joinder in the master complaint, individual complaint or otherwise. Under this protocol, plaintiffs who satisfied certain criteria and believed they had specific evidence in support of their claims, including that any Clean-Up Responder Defendant(s) failed to act pursuant to the authority and direction of the federal government in conducting Deepwater Horizon oil spill remediation and clean-up operations, had to submit a sworn statement or face dismissal. Plaintiffs’ deadline to serve such sworn statements in support of their claims was September 22, 2014, with the exception of several Plaintiffs who were granted an extension until October 10, 2014. On November 14, 2014, the Clean-Up Responder Defendants and the Plaintiffs’ Steering Committee (“PSC”) in the MDL submitted a joint report to the Court regarding claimants’ compliance with the pretrial order. In this joint report, the parties (i) explained how they complied with the notice requirements of the Court’s July 17, 2014 pretrial order, (ii) noted that they had received 102 sworn statements in connection with this pretrial order, and (iii) provided the Court with an assessment of the sworn statements received. An additional sworn statement was received after the joint report was submitted. On January 7, 2016, the Court issued an Order to Show Cause (“OSC”) as to the B3 claims against the Clean-Up Responder Defendants, including ORM and NRC. The OSC ordered any plaintiff(s) opposed to the Court entering the proposed Order & Reasons (“O&R”) attached to the OSC to show cause, in writing, on or before January 28, 2016 why the Court should not dismiss their B3 claim(s) with prejudice for the reasons set forth in the O&R. The O&R addressed the pending summary judgment motions and stated, among other things, why the Clean-Up Responder Defendants are entitled to derivative immunity under the Clean Water Act and discretionary function immunity under the Federal Tort Claims Act, and why Plaintiffs’ claims are preempted by the implied conflict preemption doctrine. The O&R also discussed the results of the protocol delineated in the Court’s July 17, 2014 pretrial order and concluded with the dismissal of all but eleven Plaintiffs’ B3 claims against the Clean-Up Responder Defendants with prejudice. Eight individual Plaintiffs submitted responses to the OSC by the January 28, 2016 deadline, and the Clean-Up Responder Defendants submitted a response thereto on February 4, 2016. On February 16, 2016, the Court issued an order overruling the objections relayed in the eight individual Plaintiffs’ responses to the OSC, and then entered a dismissal order nearly identical to the O&R. Accordingly, the final Order & Reasons entered on February 16, 2016 dismissed all but eleven B3 claims against ORM and NRC with prejudice, whether by joinder in the master complaint, individual complaint,

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or otherwise (the “B3 Dismissal Order”). The deadline for Plaintiffs to appeal the B3 Dismissal Order has passed and the Company continues to evaluate how this ruling will impact the individual civil actions. Moreover, on April 8, 2016, the Court entered an order establishing a summary judgment briefing schedule as to the remaining eleven B3 claimants (the “Remaining Eleven Plaintiffs”). The Clean-Up Responder Defendants, including ORM and NRC, filed an omnibus motion for summary judgment as to the Remaining Eleven Plaintiffs on May 9, 2016. Following briefing by the parties, on August 2, 2016, the Court granted the omnibus motion as it concerns ORM and NRC in its entirety, dismissing the Remaining Eleven Plaintiffs’ against ORM and NRC with prejudice (the “Remaining Eleven Plaintiffs’ Dismissal Order”). To date, no appeal has been filed. In addition to the indemnity provided to ORM, pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM and NRC in connection with the B3 claims in the MDL. Although the Company is unable to estimate the potential exposure, if any, resulting from the remaining B3 claims, the Company does not expect they will have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
As noted above, various civil actions concerning the Deepwater Horizon clean-up have been consolidated with the MDL and stayed. However, as discussed further below, the individual B3 exposure-based claims asserted against ORM and/or NRC have been dismissed pursuant to the B3 Dismissal Order or the Remaining Eleven Plaintiffs’ Dismissal Order. On July 20, 2010, two individuals purporting to represent a class commenced a civil action in the Civil District Court for the Parish of Orleans in the State of Louisiana, John Wunstell, Jr. and Kelly Blanchard v. BP, et al., No. 2010-7437 (Division K) (the “Wunstell Action”), in which they assert, among other theories, that Mr. Wunstell suffered injuries as a result of his exposure to certain noxious fumes and chemicals in connection with the provision of remediation, containment, and response services by ORM during the Deepwater Horizon oil spill response and clean-up in the U.S. Gulf of Mexico. Mr. Wunstell is one of the Remaining Eleven Plaintiffs and his claim was dismissed by virtue of the Remaining Eleven Plaintiffs’ Dismissal Order; Ms. Blanchard’s B3 claim against ORM was dismissed by virtue of the B3 Dismissal Order. On April 8, 2011, ORM was named as a defendant in Johnson Bros. Corporation of Louisiana v. BP, PLC, et al., No. 2:11-CV-00781 (E.D. La.), which is a suit by an individual business seeking damages allegedly caused by a delay on a construction project alleged to have resulted from the clean-up operations. On April 15, 2011, ORM and NRC were named as defendants in Thomas Edward Black v. BP Exploration, et al., No. 2:11-CV-00867 (E.D. La.) (the “Black Action”), which is a suit by an individual who is seeking damages for, among other things, lost income because he allegedly could not find work in the fishing industry after the oil spill and exposure during the spill. The B3 exposure claims against ORM and NRC in the Black Action have been dismissed by virtue of the B3 Dismissal Order. On October 3, 2012, ORM and NRC were served with a Rule 14(c) Third-Party Complaint by Jambon Supplier II, L.L.C. and Jambon Marine Holdings L.L.C. in their Limitation of Liability action, In the Matter of Jambon Supplier II, L.L.C., et al., No. 2:12-CV-00426 (E.D. La.). This Third-Party Complaint alleges that if claimant David Dinwiddie, who served as a clean-up crewmember aboard the M/V JAMBON SUPPLIER II vessel during the clean-up efforts, was injured as a result of his exposure to dispersants and chemicals during the course and scope of his employment, then said injuries were caused by the third-party defendants. On November 25, 2012, ORM was named as a defendant in Victoria Sanchez v. American Pollution Control Corp. et al., No. 2:12-CV-00164 (E.D. La.), a maritime suit filed by an individual who allegedly participated in the clean-up effort and sustained personal injuries during the course of such employment. Ms. Sanchez’s B3 claim against ORM has been dismissed by virtue of the B3 Dismissal Order. On December 17, 2012, the Court unsealed a False Claims Act lawsuit naming ORM as a defendant, Dillon v. BP, PLC et al., No. 2:12-CV-00987 (E.D. La.), which is a suit by an individual seeking damages and penalties arising from alleged false reports and claims made to the federal government with respect to the amount of oil burned and dispersed during the clean-up. The federal government has declined to intervene in this suit. On April 8, 2013, the Company, ORM, and NRC were named as defendants in William and Dianna Fitzgerald v. BP Exploration et al., No. 2:13-CV-00650 (E.D. La.) (the “Fitzgerald Action”), which is a suit by a husband and wife whose son allegedly participated in the clean-up effort and became ill as a result of his exposure to oil and dispersants. While the decedent in the Fitzgerald Action’s claims against ORM and NRC were dismisses by virtue of the Remaining Eleven Plaintiffs’ Dismissal Order, the claim as against the Company remains stayed. Finally, on April 17, 2013, ORM was named as a defendant in Danos et al. v. BP America Production Co. et al., No. 2:13-CV-03747 (removed to E.D. La.) (the “Danos Action”), which is a suit by eight individuals seeking damages for dispersant exposure either as a result of their work during clean-up operations or as a result of their residence in the Gulf. The claims asserted by Messrs. Jorey Danos and Frank Howell, two plaintiffs in the Danos Action were dismissed by virtue of the Remaining Eleven Plaintiffs’ Dismissal Order; the other Danos Action plaintiffs’ B3 claims against ORM were previously dismissed by virtue of the B3 Dismissal Order. The Company continues to evaluate the impact of the B3 Dismissal Order, the Remaining Eleven Plaintiffs’ Dismissal Order, and other developments in the MDL, including the settlements discussed below, on these individual actions. The Company is unable to estimate the potential exposure, if any, resulting from these matters, to the extent they remain viable, but believes they are without merit and does not expect that they will have a material effect on its consolidated financial position, results of operations or cash flows.

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On February 18, 2011, Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore Deepwater Drilling Inc., and Transocean Deepwater Inc. (collectively “Transocean”) named ORM and NRC as third-party defendants in a Rule 14(c) Third-Party Complaint in Transocean's own Limitation of Liability Act action, which is part of the overall MDL, tendering to ORM and NRC the claims in the referenced master complaint that have already been asserted against ORM and NRC. Transocean, Cameron International Corporation (“Cameron”), Halliburton Energy Services, Inc., and M-I L.L.C. (“M-I”) also filed cross-claims against ORM and NRC for contribution and tort indemnity should they be found liable for any damages in Transocean's Limitation of Liability Act action and ORM and NRC asserted counterclaims against those same parties for identical relief. The remainder of the aforementioned cross-claims in Transocean's limitation action remain pending, although the Court has found Cameron and M-I to be not liable in connection with the Deepwater Horizon incident and resultant oil spill and dismissed these parties from the MDL. As indicated above, the Company is unable to estimate the potential exposure, if any, resulting from these actions but believes they are without merit and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.
On November 16, 2012, 668 individuals who served as beach clean-up workers in Escambia County, Florida during the Deepwater Horizon oil spill response commenced a civil action in the Circuit Court for the First Judicial Circuit of Florida, in and for Escambia County, Abney et al. v. Plant Performance Services, LLC et al., No. 2012-CA-002947, in which they allege, among other things, that ORM and other defendants engaged in the contamination of Florida waters and beaches in violation of Florida Statutes Chapter 376 and injured the Plaintiffs by exposing them to dispersants during the course and scope of their employment. This case was removed to federal court and ultimately consolidated with the MDL on April 2, 2013. On April 22, 2013, a companion case to this matter was filed in the U.S. District Court for the Northern District of Florida, Abood et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00284 (N.D. Fla.), which alleges identical allegations against the same parties but names an additional 174 Plaintiffs, all of whom served as clean-up workers in various Florida counties during the Deepwater Horizon oil spill response. This case was consolidated with the MDL on May 10, 2013. By court order, both of these matters have been stayed since they were consolidated with the MDL. The Company continues to evaluate the impact of the developments in the MDL, including the settlements discussed below, on these cases, but believes that the potential exposure, if any, resulting from these matters has been reduced as a result of the B3 Dismissal Order and does not expect that these matters will have a material effect on its consolidated financial position, results of operations or cash flows.
Separately, on March 2, 2012, the Court announced that BP Exploration and BP America Production Company (“BP America”) (collectively “BP”) and the Plaintiffs had reached an agreement on the terms of two proposed class action settlements that will resolve, among other things, Plaintiffs’ economic loss claims and clean-up related claims against BP. Both settlements were granted final approval by the Court, all appeals have concluded, and the deadline for submitting claims with respect to both settlements has passed. Although neither the Company, ORM, nor NRC are parties to the settlement agreements, the Company, ORM, and NRC are listed as released parties on the releases accompanying both settlement agreements. Consequently, class members who did not file timely requests for exclusion will be barred from pursuing economic loss, property damage, personal injury, medical monitoring, and/or other released claims against the Company, ORM, and NRC. The Company believes these settlements have reduced the potential exposure, if any, from some of the pending actions described above, and continues to evaluate the settlements’ impacts on these cases.
In the course of the Company’s business, it may agree to indemnify the counterparty to an agreement. If the indemnified party makes a successful claim for indemnification, the Company would be required to reimburse that party in accordance with the terms of the indemnification agreement. Indemnification agreements generally are subject to threshold amounts, specified claim periods and other restrictions and limitations.
In connection with the SES Business Transaction, the Company remains contingently liable for certain obligations, including potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response. Pursuant to the agreement governing the sale, the Company’s potential liability to the purchaser may not exceed the consideration received by the Company for the SES Business Transaction. The Company is currently indemnified under contractual agreements with BP for the potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response.
In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

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12.    SEGMENT INFORMATION
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments.
 
Offshore
Marine
Services
$’000
 
Inland
River
Services
$’000
 
Shipping
Services
$’000
 
ICP
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the three months ended
September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
54,101

 
40,387

 
57,350

 
44,019

 
11,126

 

 
206,983

Intersegment
24

 
707

 

 

 
20

 
(751
)
 

 
54,125

 
41,094

 
57,350

 
44,019

 
11,146

 
(751
)
 
206,983

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
41,159

 
31,496

 
28,542

 
39,879

 
6,618

 
(898
)
 
146,796

Administrative and general
10,588

 
3,982

 
6,675

 
750

 
3,833

 
6,417

 
32,245

Depreciation and amortization
14,213

 
6,308

 
8,216

 
1,055

 
432

 
908

 
31,132

 
65,960

 
41,786

 
43,433

 
41,684

 
10,883

 
6,427

 
210,173

Gains (Losses) on Asset Dispositions and Impairments, Net
(29,233
)
 
(597
)
 
3

 

 
1

 

 
(29,826
)
Operating Income (Loss)
(41,068
)
 
(1,289
)
 
13,920

 
2,335

 
264

 
(7,178
)
 
(33,016
)
Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
16

 

 

 
(328
)
 

 
(862
)
 
(1,174
)
Foreign currency gains (losses), net
(1,084
)
 
410

 
(3
)
 

 
(25
)
 
36

 
(666
)
Other, net
1

 
(1
)
 
(5,534
)
 

 

 
74

 
(5,460
)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
790

 
(171
)
 
(551
)
 

 
(390
)
 

 
(322
)
Segment Profit (Loss)
(41,345
)
 
(1,051
)
 
7,832

 
2,007

 
(151
)
 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
(14,535
)
Less Equity Losses included in Segment Profit (Loss)
 
322

Loss Before Taxes and Equity Losses
 
(54,851
)

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Offshore
Marine
Services
$’000
 
Inland
River
Services
$’000
 
Shipping
Services
$’000
 
ICP(1)(2)
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the nine months ended
September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
171,198

 
112,814

 
170,025

 
134,204

 
29,708

 

 
617,949

Intersegment
77

 
1,708

 

 

 
118

 
(1,903
)
 

 
171,275

 
114,522

 
170,025

 
134,204

 
29,826

 
(1,903
)
 
617,949

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
134,254

 
89,060

 
86,045

 
122,321

 
18,850

 
(2,384
)
 
448,146

Administrative and general
34,915

 
11,671

 
20,930

 
2,318

 
11,705

 
20,585

 
102,124

Depreciation and amortization
44,305

 
19,699

 
22,193

 
3,172

 
1,335

 
2,778

 
93,482

 
213,474

 
120,430

 
129,168

 
127,811

 
31,890

 
20,979

 
643,752

Gains (Losses) on Asset Dispositions and Impairments, Net
(49,970
)
 
2,588

 
3

 

 
(1
)
 

 
(47,380
)
Operating Income (Loss)
(92,169
)
 
(3,320
)
 
40,860

 
6,393

 
(2,065
)
 
(22,882
)
 
(73,183
)
Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
3,077

 

 

 
341

 

 
(3,527
)
 
(109
)
Foreign currency gains (losses), net
(3,463
)
 
2,865

 
(12
)
 

 
(125
)
 
84

 
(651
)
Other, net
266

 
(5
)
 
(6,461
)
 

 
(6,723
)
 
79

 
(12,844
)
Equity in Losses of 50% or Less Owned Companies, Net of Tax
(364
)
 
(4,626
)
 
(2,116
)
 

 
(427
)
 

 
(7,533
)
Segment Profit (Loss)
(92,653
)
 
(5,086
)
 
32,271

 
6,734

 
(9,340
)
 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(72,900
)
Less Equity Losses included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
7,533

Loss Before Taxes and Equity Losses
 
 
 
 
 
 
 
(159,687
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
82,806

 
17,629

 
189,988

 
3,484

 

 
208

 
294,115

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2016
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and Equipment:
 
 
 
 
 
 
 
 
 
 
 
 


Historical cost
1,058,048

 
392,698

 
592,132

 
51,592

 
2,829

 
30,711

 
2,128,010

Accumulated depreciation
(552,018
)
 
(161,023
)
 
(253,116
)
 
(22,562
)
 
(2,483
)
 
(17,427
)
 
(1,008,629
)
 
506,030

 
231,675

 
339,016

 
29,030

 
346

 
13,284

 
1,119,381

Construction in progress
122,633

 
9,948

 
328,692

 
4,578

 

 
(1,191
)
 
464,660

Net property and equipment
628,663

 
241,623

 
667,708

 
33,608

 
346

 
12,093

 
1,584,041

Investments, at Equity, and Advances to 50% or Less Owned Companies
133,011

 
80,004

 
57,366

 

 
60,682

 

 
331,063

Inventories
3,165

 
2,033

 
952

 
9,660

 
237

 

 
16,047

Goodwill

 
2,427

 
1,852

 

 
48,124

 

 
52,403

Intangible Assets

 
5,295

 

 

 
18,201

 

 
23,496

Other current and long-term assets, excluding cash and near cash assets(3)
103,698

 
55,710

 
27,508

 
11,949

 
28,708

 
4,384

 
231,957

Segment Assets
868,537

 
387,092

 
755,386

 
55,217

 
156,298

 
 
 
 
Cash and near cash assets(3)
 
 
 
 
 
 
 
 
 
 
 
 
715,126

Total Assets
 
 
 
 
 
 
 
 
 
 
 
 
2,954,133

______________________
(1)
Operating revenues includes $126.5 million of tangible product sales and operating expenses includes $114.6 million of costs of goods sold.
(2)
Inventories includes raw materials of $1.9 million and work in process of $1.4 million.
(3)
Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities and construction reserve funds.

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Offshore
Marine
Services
$’000
 
Inland
River
Services
$’000
 
Shipping
Services
$’000
 
ICP
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the three months ended
September 30, 2015