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 March 31, 2014              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 April 22, 2014 was 20,620,644. 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.


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Table of Contents

PART I—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS
SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
 
March 31,
2014
 
December 31,
2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
374,790

 
$
527,435

Restricted cash
14,490

 
12,175

Marketable securities
29,522

 
24,292

Receivables:
 
 
 
Trade, net of allowance for doubtful accounts of $2,057 and $1,162 in 2014 and 2013, respectively
203,785

 
215,768

Other
41,292

 
48,181

Inventories
24,962

 
27,615

Deferred income taxes
116

 
116

Prepaid expenses and other
8,292

 
6,701

Total current assets
697,249

 
862,283

Property and Equipment:
 
 
 
Historical cost
2,224,212

 
2,199,183

Accumulated depreciation
(894,511
)
 
(866,330
)
 
1,329,701

 
1,332,853

Construction in progress
325,529

 
143,482

Net property and equipment
1,655,230

 
1,476,335

Investments, at Equity, and Advances to 50% or Less Owned Companies
456,446

 
440,853

Construction Reserve Funds & Title XI Reserve Funds
264,339

 
261,739

Goodwill
17,963

 
17,985

Intangible Assets, Net
11,567

 
12,423

Other Assets
42,241

 
44,615

 
$
3,145,035

 
$
3,116,233

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current portion of long-term debt
$
49,171

 
$
45,323

Accounts payable and accrued expenses
83,296

 
85,477

Other current liabilities
132,190

 
123,619

Total current liabilities
264,657

 
254,419

Long-Term Debt
830,887

 
834,118

Deferred Income Taxes
456,883

 
457,827

Deferred Gains and Other Liabilities
145,483

 
144,441

Total liabilities
1,697,910

 
1,690,805

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; 37,418,455 and 37,219,201 shares issued in 2014 and 2013, respectively
374

 
372

Additional paid-in capital
1,401,294

 
1,394,621

Retained earnings
1,106,779

 
1,095,270

Shares held in treasury of 16,821,393 and 16,837,113 in 2014 and 2013, respectively, at cost
(1,087,101
)
 
(1,088,219
)
Accumulated other comprehensive loss, net of tax
(929
)
 
(1,192
)
 
1,420,417

 
1,400,852

Noncontrolling interests in subsidiaries
26,708

 
24,576

Total equity
1,447,125

 
1,425,428

 
$
3,145,035

 
$
3,116,233



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 March 31,
 
2014
 
2013
Operating Revenues
$
310,017

 
$
267,064

Costs and Expenses:
 
 
 
Operating
218,976

 
200,913

Administrative and general
38,077

 
35,645

Depreciation and amortization
33,392

 
33,548

 
290,445

 
270,106

Gains on Asset Dispositions and Impairments, Net
4,678

 
2,015

Operating Income (Loss)
24,250

 
(1,027
)
Other Income (Expense):
 
 
 
Interest income
4,043

 
3,167

Interest expense
(11,403
)
 
(12,840
)
Marketable security gains, net
5,070

 
3,995

Derivative losses, net
(237
)
 
(2,107
)
Foreign currency losses, net
(199
)
 
(4,011
)
Other, net
(3,655
)
 
3

 
(6,381
)
 
(11,793
)
Income (Loss) from Continuing Operations Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies
17,869

 
(12,820
)
Income Tax Expense (Benefit)
6,375

 
(2,653
)
Income (Loss) from Continuing Operations Before Equity in Earnings (Losses) of 50% or Less Owned Companies
11,494

 
(10,167
)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
2,221

 
(869
)
Income (Loss) from Continuing Operations
13,715

 
(11,036
)
Loss from Discontinued Operations, Net of Tax

 
(10,325
)
Net Income (Loss)
13,715

 
(21,361
)
Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries
2,206

 
(373
)
Net Income (Loss) attributable to SEACOR Holdings Inc.
$
11,509

 
$
(20,988
)
 
 
 
 
Net Income (Loss) attributable to SEACOR Holdings Inc.:
 
 
Continuing operations
$
11,509

 
$
(10,763
)
Discontinued operations

 
(10,225
)
 
$
11,509

 
$
(20,988
)
 
 
 
 
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
 
 
Continuing operations
$
0.57

 
$
(0.55
)
Discontinued operations

 
(0.51
)
 
$
0.57

 
$
(1.06
)
 
 
 
 
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:
 
 
Continuing operations
$
0.56

 
$
(0.55
)
Discontinued operations

 
(0.51
)
 
$
0.56

 
$
(1.06
)
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
Basic
20,109,373

 
19,738,930

Diluted
20,546,112

 
19,738,930

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

2

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SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
2013
Net Income (Loss)
 
$
13,715

 
$
(21,361
)
Other Comprehensive Income (Loss):
 
 
 
 
Foreign currency translation gains (losses)
 
412

 
(4,198
)
Derivative gains (losses) on cash flow hedges
 
(73
)
 
49

Reclassification of derivative losses on cash flow hedges to equity in earnings (losses) of 50% or less owned companies
 
113

 
167

 
 
452

 
(3,982
)
Income tax (expense) benefit
 
(142
)
 
1,227

 
 
310

 
(2,755
)
Comprehensive Income (Loss)
 
14,025

 
(24,116
)
Comprehensive Income (Loss) attributable to Noncontrolling Interests in Subsidiaries
 
2,253

 
(848
)
Comprehensive Income (Loss) attributable to SEACOR Holdings Inc.
 
$
11,772

 
$
(23,268
)




















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, 2013
 
$
372

 
$
1,394,621

 
$
1,095,270

 
$
(1,088,219
)
 
$
(1,192
)
 
$
24,576

 
$
1,425,428

Issuance of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Stock Purchase Plan
 

 

 

 
1,201

 

 

 
1,201

Exercise of stock options
 
1

 
3,229

 

 

 

 

 
3,230

Director stock awards
 

 
52

 

 

 

 

 
52

Restricted stock
 
1

 
169

 

 

 

 

 
170

Amortization of share awards
 

 
3,140

 

 

 

 

 
3,140

Cancellation of restricted stock
 

 
83

 

 
(83
)
 

 

 

Distributions to noncontrolling interests
 

 

 

 

 

 
(121
)
 
(121
)
Net income
 

 

 
11,509

 

 

 
2,206

 
13,715

Other comprehensive income
 

 

 

 

 
263

 
47

 
310

Three months ended March 31, 2014
 
$
374

 
$
1,401,294

 
$
1,106,779

 
$
(1,087,101
)
 
$
(929
)
 
$
26,708

 
$
1,447,125




































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

4

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SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 
Three Months Ended March 31,
 
2014
 
2013
Net Cash Provided by Operating Activities of Continuing Operations
$
62,231

 
$
56,794

Cash Flows from Investing Activities of Continuing Operations:
 
 
 
Purchases of property and equipment
(219,129
)
 
(33,855
)
Proceeds from disposition of property and equipment
17,619

 
61,369

Investments in and advances to 50% or less owned companies
(17,102
)
 
(22,355
)
Return of investments and advances from 50% or less owned companies
6,050

 
510

Payments received on third party leases and notes receivable, net
1,293

 
3,914

Net (increase) decrease in restricted cash
(2,315
)
 
1,156

Net (increase) decrease in construction reserve funds and Title XI reserve funds
(2,600
)
 
1,152

Net cash provided by (used in) investing activities of continuing operations
(216,184
)
 
11,891

Cash Flows from Financing Activities of Continuing Operations:
 
 
 
Payments on long-term debt and capital lease obligations
(2,161
)
 
(2,665
)
Net repayments under inventory financing arrangements
(1,254
)
 
(5,519
)
Proceeds from issuance of long-term debt
3

 

Share award settlements for Era Group employees and directors

 
(357
)
Proceeds and tax benefits from share award plans
4,602

 
4,658

Distributions paid to noncontrolling interests, net of issuances
(121
)
 
(1,928
)
Net cash provided by (used in) financing activities of continuing operations
1,069

 
(5,811
)
Effects of Exchange Rate Changes on Cash and Cash Equivalents
239

 
(2,538
)
Net Increase (Decrease) in Cash and Cash Equivalents from Continuing Operations
(152,645
)
 
60,336

Cash Flows from Discontinued Operations:
 
 
 
Operating Activities

 
24,298

Investing Activities

 
(5,987
)
Financing Activities

 
(14,017
)
Effects of Exchange Rate Changes on Cash and Cash Equivalents

 
143

Net Increase in Cash and Cash Equivalents from Discontinued Operations

 
4,437

Net Increase (Decrease) in Cash and Cash Equivalents
(152,645
)
 
64,773

Cash and Cash Equivalents, Beginning of Period
527,435

 
248,204

Cash and Cash Equivalents, End of Period
$
374,790

 
$
312,977











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 POLICY
The condensed consolidated financial information for the three months ended March 31, 2014 and 2013 has been prepared by the Company and has not been audited by its independent registered 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 March 31, 2014, its results of operations for the three months ended March 31, 2014 and 2013, its comprehensive income (loss) for the three months ended March 31, 2014 and 2013, its changes in equity for the three months ended March 31, 2014, and its cash flows for the three months ended March 31, 2014 and 2013. 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, 2013.
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 as such defined terms used in the Company's Annual report on Form 10-K for the year ended December 31, 2013.
Discontinued Operations (see Note 14). The Company reports disposed businesses as discontinued operations when it has no continuing interest in the business. Discontinued operations includes the historical financial position, results of operations and cash flows of the operations previously reported as discontinued in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.
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 March 31, 2014 and 2013, the Company had deferred revenues of $6.6 million, included in other current liabilities, 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 August 17, 2012 are subject to bankruptcy court approval. The Company will recognize revenues as approved by the bankruptcy court. All costs and expenses related to these charters were recognized as incurred.
Accumulated Other Comprehensive Income (Loss). The components of accumulated other comprehensive income (loss) were as follows:
 
 
SEACOR Holdings Inc. Stockholders' Equity
 
Noncontrolling
Interests
 
 
 
 
Foreign
Currency
Translation
Adjustments
 
Derivative
Losses on
Cash Flow
Hedges, net
 
Other
 
Total
 
Foreign
Currency
Translation
Adjustments
 
Other
 
Other
Comprehensive
Income
December 31, 2013
 
$
(927
)
 
$
(257
)
 
$
(8
)
 
$
(1,192
)
 
$
395

 
$
(5
)
 
 
Other comprehensive income
 
365

 
40

 

 
405

 
47

 

 
$
452

Income tax expense
 
(128
)
 
(14
)
 

 
(142
)
 

 

 
(142
)
Three months ended March 31, 2014
 
$
(690
)
 
$
(231
)
 
$
(8
)
 
$
(929
)
 
$
442

 
$
(5
)
 
$
310

Reclassifications. Certain reclassifications of prior period information have been made to conform to the presentation of the current period information. These reclassifications had no effect on net income as previously reported.

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2.
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 March 31, 2014 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)
$
29,522

 
$

 
$

Derivative instruments (included in other receivables)
3,945

 
4,396

 

Construction reserve funds and Title XI reserve funds
264,339

 

 

LIABILITIES
 
 
 
 
 
Short sale of marketable securities (included in other current liabilities)
10,223

 

 

Derivative instruments (included in other current liabilities)
1,490

 
1,808

 

 ______________________
(1)
Marketable security gains, net include unrealized gains of $4.9 million and $4.0 million for the three months ended March 31, 2014 and 2013, respectively, related to marketable security positions held by the Company as of March 31, 2014.
The estimated fair values of the Company’s other financial assets and liabilities as of March 31, 2014 were as follows (in thousands): 
 
 
 
Estimated Fair Value
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash
$
389,280

 
$
389,280

 
$

 
$

Investments, at cost, in 50% or less owned companies (included in other
  assets)
9,331

 
see below
 
 
 
 
Notes receivable from third parties (included in other receivables and other assets)
12,931

 
see below
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Long-term debt, including current portion(1)
880,058

 

 
1,081,997

 

______________________
(1)
The estimated fair value includes the 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 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 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.

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Table of Contents

The Company’s non-financial assets and liabilities that were measured at fair value during the three months ended March 31, 2014 were as follows (in thousands):
 
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
Long-lived assets held for sale(1)
 
$

 
$
11,700

 
$

______________________
(1)
During the three months ended March 31, 2014, the Company recognized impairment charges of $3.9 million related to two aircraft following the adjustment of their carrying value to fair value based on the expected sales price of each.
3.
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES
Derivative instruments are classified as either assets or liabilities based on their individual fair values. Derivative assets and liabilities are included in other receivables and other current liabilities, respectively, in the accompanying condensed consolidated balance sheets. The fair values of the Company’s derivative instruments as of March 31, 2014 were as follows (in thousands): 
 
Derivative
Asset
 
Derivative
Liability
 
 
 
 
Options on equities and equity indices
$
236

 
$

Forward currency exchange, option and future contracts
255

 
75

Interest rate swap agreements

 
1,307

Commodity swap, option and future contracts:
 
 
 
Exchange traded
3,945

 
1,473

Non-exchange traded
3,905

 
443

 
$
8,341

 
$
3,298

Cash Flow Hedges. As of March 31, 2014, the Company had no interest rate swap agreements designated as cash flow hedges. As of March 31, 2014, one of the Company’s Offshore Marine Services 50% or less owned companies had an interest rate swap agreement maturing in 2015 that has been designated as a cash flow hedge. This instrument calls for this company to pay a fixed interest rate of 1.48% on the amortized notional value of $16.4 million and receive a variable interest rate based on LIBOR on the amortized notional value. As of March 31, 2014, one of the Company’s Inland River Services 50% or less owned companies had three interest rate swap agreements with maturities ranging from 2014 through 2015 that have been designated as cash flow hedges. These instruments call for this company to pay fixed rates of interest ranging from 1.53% to 4.16% on the aggregate amortized notional value of $26.7 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. Additionally, as of March 31, 2014, one of the Company’s Shipping Services 50% or less owned companies had an interest rate swap agreement maturing in 2017 that has been designated as a cash flow hedge. The instrument calls for this company to pay a fixed interest rate of 2.79% on the amortized notional value of $36.7 million and received a variable interest rate based on LIBOR on the amortized notional value. By entering into these interest rate swap agreements, the Company's 50% or less owned companies have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.
Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the three months ended March 31 as follows (in thousands):
 
2014
 
2013
Options on equities and equity indices
$
13

 
$
(2,284
)
Forward currency exchange, option and future contracts
11

 
(598
)
Interest rate swap agreements
(65
)
 
89

Commodity swap, option and future contracts:
 
 
 
Exchange traded
1,841

 
(744
)
Non-exchange traded
(2,037
)
 
1,430

 
$
(237
)
 
$
(2,107
)
    

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The Company holds positions in publicly traded equity options that convey the right or obligation to engage in a future transaction on 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 of.
The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. As of March 31, 2014, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $17.7 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 has entered into various interest rate swap agreements with maturities ranging from 2014 through 2018 that call for the Company to pay fixed interest rates ranging from 3.00% to 3.05% on an aggregate amortized notional value of $36.1 million and receive a variable interest rate based on LIBOR or Euribor on these aggregate amortized notional values. As of March 31, 2014, one of the Company’s Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2018 that calls for this company to pay a fixed interest rate of 1.30% on the amortized notional value of $100.7 million and receive a variable interest rate based on LIBOR on the amortized notional value. Additionally, another one of the Company's Offshore Marine Services 50% or less owned companies has entered into two interest rate swap agreements maturing in 2020 that calls for this company to pay fixed interest rates ranging from 1.89% to 2.27% on the aggregate amortized notional value of $26.1 million and receive a variable interest rate based on LIBOR on the amortized notional value. As of March 31, 2014, one of the Company's Shipping Services 50% or less owned companies entered into six interest rate swap agreements with maturities ranging from 2018 to 2020 that call for this company to pay fixed rates of interest ranging from 2.96% to 5.40% on the aggregate amortized notional value of $127.3 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. The general purpose of these interest rate swap agreements is to provide protection against increases in interest rates, which might lead to higher interest costs for the Company or its 50% or less owned companies.
The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. ICP enters into exchange traded positions (primarily corn) to protect its raw material and finished goods inventory balance from market changes. In the Company’s agricultural business, fixed price future purchase and sale contracts for sugar are included in the Company’s non-exchange traded derivative positions. The Company enters into exchange traded positions to protect these purchase and sale contracts as well as its inventory balances from market changes. As of March 31, 2014, the net market exposure to corn and sugar under these contracts was not material. The Company also enters into exchange traded positions (primarily natural gas, heating oil, crude oil, gasoline, corn and sugar) to provide value to the Company should there be a sustained decline in the price of commodities that could lead to a reduction in the market values and cash flows of the Company’s Offshore Marine Services, Inland River Services and Shipping Services businesses. As of March 31, 2014, none of these types of positions were outstanding.
4.
BUSINESS ACQUISITIONS
C-Lift Acquisition. On June 6, 2013, the Company acquired a controlling interest in C-Lift through the acquisition of its partner's 50% interest for $13.3 million in cash. C-Lift owns and operates two liftboats in the U.S. Gulf of Mexico. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. The preliminary fair value analysis was finalized in March 2014.
5.
EQUIPMENT ACQUISITIONS, DISPOSITIONS AND DEPRECIATION AND IMPAIRMENT POLICIES
During the three months ended March 31, 2014, capital expenditures were $219.1 million including $145.6 million of progress payments toward the construction of U.S.-flag product tankers. Equipment deliveries during the period included one crew boat, one wind farm utility vessel and 28 inland river dry cargo barges.
During the three months ended March 31, 2014, the Company sold four crew boats, one wind farm utility vessel and other property and equipment for net proceeds of $10.8 million and gains of $7.8 million, all of which were recognized currently. In addition, the Company recognized previously deferred gains of $0.8 million. The Company also received deposits of $6.8 million related to future offshore support vessel sales.

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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 three months ended March 31 was as follows (in thousands):
 
2014
 
2013
Balance at beginning of period
$
124,763

 
$
111,514

Amortization of deferred gains included in operating expenses as a reduction to rental expense
(3,314
)
 
(2,801
)
Amortization of deferred gains included in gains on asset dispositions and impairments, net
(976
)
 
(716
)
Balance at end of period
$
120,473

 
$
107,997

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 point at 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.
As of March 31, 2014, 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 and deck barges
20
Inland river liquid tank barges
25
Inland river towboats
25
U.S.-flag product tankers
25
RORO(1) vessels
20
Harbor tugs
25
Ocean liquid tank barges
25
Terminal and manufacturing facilities
20
______________________ 
(1)
Roll on/Roll off ("RORO").
The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present. 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. Generally, fair value is determined using valuation techniques, such as expected discounted cash flows or appraisals, as appropriate. During the three months ended March 31, 2014, the Company recognized impairment charges of $3.9 million related to two aircraft.
6.
INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES
SCFCo Holdings. SCFCo Holdings was established to operate towboats and dry cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. During the three months ended March 31, 2014, the Company and its partner each contributed additional capital of $11.5 million. As of March 31, 2014, the Company had outstanding loans to SCFCo Holdings of $3.6 million.
SeaJon. SeaJon owns an articulated tug-barge operating in the Great Lakes trade. During the three months ended March 31, 2014, the Company and its partner each contributed additional capital of $0.2 million to fund certain capital acquisitions.
Avion. Avion is a distributor of aircraft and aircraft related parts. During the three months ended March 31, 2014, Avion repaid $4.0 million of outstanding notes to the Company.
Cleancor. On August 20, 2013, CLEANCOR Energy Solutions LLC ("Cleancor") was established to be a full service solution provider delivering clean fuel to end users. During the three months ended March 31, 2014, the Company contributed capital of $4.8 million to Cleancor to fund its start-up operations and provide capital for future investments.

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Other. During the three months ended March 31, 2014, the Company received a capital distribution of $2.1 million from one of Inland River Services 50% or less owned companies, loaned $0.3 million to one of its Offshore Marine Services 50% or less owned companies and loaned $0.2 million to one of its industrial aviation businesses in Asia.
Guarantees. The Company has guaranteed the payment of amounts owed by one of its 50% or less owned companies under a vessel charter and has guaranteed amounts owed under banking facilities by certain of its 50% or less owned companies. As of March 31, 2014, the total amount guaranteed by the Company under these arrangements was $15.5 million. In addition, as of March 31, 2014, the Company had uncalled capital commitments to two of its 50% or less owned companies for a total of $2.4 million.
7.
COMMITMENTS AND CONTINGENCIES
As of March 31, 2014, the Company's unfunded capital commitments were $442.5 million and included: $94.8 million for 15 offshore support vessels; $22.8 million for 47 inland river dry cargo barges; $0.9 million for two inland river tank barges; $4.7 million for five inland river towboats; $230.2 million for three U.S.-flag product tankers; $78.7 million for one U.S.-flag articulated tug-barge; and $10.4 million for other equipment and improvements. These commitments are payable as follows: $157.3 million is payable during the remainder of 2014; $275.9 million is payable during 2015-2016; and $9.3 million is payable during 2017.
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, a subsidiary of the Company prior to the ORM Transaction, during the Deepwater Horizon oil spill response and clean-up in the U.S Gulf of Mexico. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig "Deepwater Horizon", MDL No. 2179 filed in the U.S. District Court for the Eastern District of Louisiana ("MDL"). The complaint also seeks to establish a “class-wide court-supervised medical monitoring program” for all individuals “participating in BP's Deepwater Horizon Vessels of Opportunity Program and/or Horizon Response Program” who allegedly experienced injuries similar to those of Mr. Wunstell. The Company believes this lawsuit has no merit and will continue to vigorously defend the action and pursuant to contractual agreements with the responsible party, the responsible party has agreed, subject to certain potential limitations, to indemnify and defend ORM in connection with the Wunstell Action and claims asserted in the MDL, discussed further below. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.
On December 15, 2010, ORM and NRC, subsidiaries of the Company prior to the ORM Transaction and SES Business Transaction, respectively, were named as defendants in one of the several consolidated “master complaints” that have been filed in the overall MDL. The 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. By court order, the Wunstell Action has been stayed as a result of the filing of the referenced master complaint. The Company believes that the claims asserted against ORM and NRC in the master complaint have no merit and on February 28, 2011, ORM and NRC moved to dismiss all claims against them in the master complaint on legal grounds. On September 30, 2011, the Court granted in part and denied in part the motion to dismiss that ORM and NRC had filed (an amended decision was issued on October 4, 2011 that corrected several grammatical errors and non-substantive oversights in the original order). Although the Court refused to dismiss the referenced master complaint in its entirety at that time, the Court did recognize the validity of the “derivative immunity” and “implied preemption” arguments that ORM and NRC advanced and directed ORM and NRC to (i) conduct limited discovery to develop evidence to support those arguments and (ii) then re-assert the arguments. The Court did, however, dismiss all state-law claims and certain other claims that had been asserted in the referenced master complaint, and dismissed the claims of all plaintiffs that have failed to allege a legally-sufficient injury. 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 derivative immunity and implied preemption arguments on May 18, 2012. Those motions were argued on July 13, 2012 and are still pending decision. 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 these claims in the MDL. Although the Company is unable to estimate the potential exposure, if any, resulting from this matter, the Company does not expect it will have a material effect on the Company's consolidated financial position, results of operations or cash flows.
Subsequent to the filing of the referenced master complaint, ten additional individual civil actions have been filed in or removed to the U.S. District Court for the Eastern District of Louisiana concerning the clean-up activities generally, which name the Company, ORM and/or NRC as defendants or third-party defendants and are part of the overall MDL. By court order, all of these additional individuals cases have been stayed until further notice. 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

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April 13, 2011, the Company was named as a defendant in Mason v. Seacor Marine, LLC, No. 2:11-CV-00826 (E.D. La.), an action in which plaintiff, a former employee, alleges sustaining personal injuries in connection with responding to the explosion and fire, but also in the months thereafter in connection with the clean-up of oil and dispersants while a member of the crew of the M/V Seacor Vanguard. Although the case is subject to the MDL Court’s stay of individual proceedings, the employee moved to sever his case from the MDL on July 16, 2012, which the Court denied on March 5, 2013. The employee filed a motion asking the Court to reconsider, which was denied on May 3, 2013, and the employee filed a Notice of Appeal to the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) on May 22, 2013. On July 24, 2013, the Company filed a motion to dismiss for lack of appellate jurisdiction, which was granted on August 16, 2013. The same company employee has also brought a claim in the M/V Seacor Vanguard vessel’s limitation action in the MDL which relates to any actions that may have been taken by vessels owned by the Company to extinguish the fire. On April 15, 2011, ORM and NRC were named as defendants in James and Krista Pearson v. BP Exploration & Production, Inc. ("BP Exploration"), et al., No. 2:11-CV-00863 (E.D. La.), which is a suit by a husband and wife, who allegedly participated in the clean-up effort and are seeking damages for personal injury, property damage to their boat, and amounts allegedly due under contract. 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.), which is a suit by an individual who is seeking damages for lost income because he allegedly could not find work in the fishing industry after the oil spill. On April 20, 2011, a complaint was filed in Darnell Alexander, et al. v. BP, PLC, et al., No. 2:11-CV-00951 (E.D. La.) on behalf of 117 individual plaintiffs that seek to adopt the allegations made in the referenced master complaint against ORM and NRC (and the other defendants). Plaintiffs in this matter have since been granted leave to amend their complaint to include 410 additional individual plaintiffs. 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. 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.), 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. 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.), 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 Company is unable to estimate the potential exposure, if any, resulting from these matters 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.
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, Halliburton Energy Services, Inc., and M-I L.L.C. 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 have asserted counterclaims against those same parties for identical relief. Weatherford U.S., L.P. and Weatherford International, Inc. (collectively "Weatherford") had also filed cross-claims against ORM and NRC, but moved to voluntarily dismiss these cross-claims without prejudice on February 8, 2013. The Court granted Weatherford's motion that same day. Transcoean's limitation action, and thus the remainder of the aforementioned cross-claims, remains pending. 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. The case was removed to the U.S. District Court for the Northern District of Florida on January 13, 2013, Abney et al. v. Plant Performance Services, LLC et al., No. 3:13-CV-00024 (N.D. Fla.), and on January 16, 2013, the United States Judicial Panel on Multidistrict Litigation (“JPML”) issued a Conditional Transfer Order (“CTO”) transferring the case to the MDL, subject to any timely-filed notice of objection from the plaintiffs. Upon receipt of a notice of objection from the plaintiffs, a briefing schedule

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was set by the JPML, and so a stay of proceedings and suspension of deadlines was sought and obtained by the Court in the U.S. District Court for the Northern District of Florida. Following briefing before the JPML, the case was transferred to the U.S. District Court for the Eastern District of Louisiana and 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.  A CTO was issued by the JPML on May 2, 2013, no objection was filed by the plaintiffs, and the case was transferred to the U.S. District Court for the Eastern District of Louisiana and consolidated with the MDL on May 10, 2013.  By court order, both of these matters have been stayed until further notice. The Company is unable to estimate the potential exposure, if any, resulting from these matters 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.
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. The parties filed their proposed settlement agreements on April 18, 2012 along with motions seeking preliminary approval of the settlements. The Court held a hearing on April 25, 2012 to consider those motions and preliminarily approved both settlements on May 2, 2012. A final fairness hearing took place on November 8, 2012. The Court granted final approval to the Economic and Property Damages Class Action Settlement ("E&P Settlement") on December 21, 2012, and granted final approval to the Medical Benefits Class Action Settlement ("Medical Settlement") on January 11, 2013. Both class action settlements were appealed to the Fifth Circuit. The Fifth Circuit affirmed the MDL Court's decision concerning the E&P Settlement on January 10, 2014, and also affirmed the MDL Court's decision concerning the interpretation of the E&P Settlement with respect to business economic loss claims on March 3, 2014. The appeal of the Medical Settlement, on the other hand, was voluntarily dismissed and the Medical Settlement became effective on February 12, 2014. The deadline for bringing a claim to the Medical Benefits Claims Administrator is one year from the effective date of the Settlement. Although neither the Company, ORM, or 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, barring any further successful appeal, 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 Company and ORM's potential exposure, if any, from some of the pending actions described above, and continues to evaluate the settlements' impacts on these cases.
On January 29, 2013, HEPACO, LLC ("HEPACO"), served a demand for arbitration upon ORM, in which HEPACO claims that ORM owes HEPACO an additional fee of $20,291,178.92 under the parties' Management Services Agreement (“MSA”), dated June 1, 2010.  According to HEPACO, the MSA requires ORM to pay HEPACO an additional fee of 30% of total charges paid under the MSA ("Surcharge") to compensate HEPACO for U.S. Longshoremen's and Harbor Workers' insurance or Jones Act insurance and related risks attendant to the work when a contract requires labor to be performed over, adjoining and/or in water. ORM denies liability for the Surcharge, intends to vigorously defend against the claim, and has sought indemnity for any resulting judgment and related attorneys' fees from BP America and BP Exploration. ORM has advised BP that, pursuant to the Bridge Agreement HOU-WL4-3066 between BP and ORM, effective as of June 1, 2010, under which ORM managed and oversaw, for BP, subcontractors, such as HEPACO, in connection with on-shore services related to the BP Deepwater Horizon oil spill, BP ultimately is responsible for the payment of the Surcharge should HEPACO be determined to be entitled to recover it under the MSA. BP as agreed, subject to certain limitations, to indemnify ORM. Arbitration is set to commence on June 2, 2014.
ORM is defending against two collective action lawsuits, each asserting failure to pay overtime with respect to individuals who provided service on the Deepwater Horizon oil spill response (the “DPH FLSA Actions”) under the Fair Labor Standards Act (“FLSA”).  These cases - Dennis Prejean v. O'Brien's Response Management Inc. (E.D. La., Case No.: 2:12-cv-01045) (the “Prejean Action”) and Himmerite et al. v. O'Brien's Response Management Inc. et al. (E.D. La., Case No.: 2:12-cv-01533) (the “Himmerite Action”) - were each brought on behalf of certain individuals who worked on the Deepwater Horizon oil spill response and who were classified as independent contractors.  The Prejean and Himmerite Actions were each filed in the United States District Court for the Eastern District of Louisiana and then subsequently consolidated with the overall MDL, in which the Himmerite Action was stayed pursuant to procedures of the MDL.  However, both the Prejean and Himmerite Actions were severed from the MDL on September 19, 2013, and referred to a Magistrate Judge for pretrial case management, including issuing a scheduling order, overseeing discovery, and any other preliminary matters.  On October 31, 2013, ORM filed an answer in the Himmerite Action.  In the Himmerite Action, pursuant to an earlier tolling order entered by the Court, the limitations periods for potential plaintiffs to opt-in to the action has been tolled pending further action by the Court.  In the Prejean Action, ORM has answered the complaint and a scheduling order has been issued. On November 6, 2013, the Court conditionally certified a collective class in the Prejean Action.  On December 9, 2013 the Court approved a jointly-submitted form notice and authorized the issuance of notice to all members of the conditionally certified class in the Prejean Action. On December 20, 2013, ORM served plaintiffs’ counsel with a list containing information for approximately 330 potential class members in the Prejean Action. The deadline for plaintiffs to file executed consent forms with the Court has expired. As of February 28, 2014 the Court-ordered deadline for potential class

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members to opt into the class, 142 individuals have opted in. Although the Court has conditionally certified the Prejean class, the Court has not made a final ruling on whether a class exists. The Company intends to vigorously defend its position that a class should not be certified, and intends on filing a motion to decertify the Prejean class. The Court has also not yet ruled on any of the merits of Plaintiffs’ claims. The Company is unable to estimate the potential exposure, if any, resulting from these DPH FLSA Actions, but believes they are without merit and will continue to vigorously defend against them.
In a related action, Baylor Singleton et. al. v. O'Brien's Response Management Inc. et. al. (E.D. La., Case No.: 2:12-cv-01716) (the “Singleton Action”), which was also filed in the United States District Court for the Eastern District of Louisiana and in which plaintiffs alleged claims similar to those alleged in the Prejean and Himmerite Actions, the parties reached a full and final settlement agreement on February 13, 2014 with respect to all of the Plaintiff’s individual claims for an undisclosed amount. On April 11, 2014, the Court approved the parties’ settlement and dismissed the Singleton Action with prejudice in its entirety. The Court also ordered that the tolling order which had been entered in the Singleton Action expired as of April 11, 2014.
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 and the ORM 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. In the case of the SES Business Transaction, such potential liabilities may not exceed the purchase consideration received by the Company for the SES Business Transaction and in the case of the ORM Transaction are subject to a negotiated cap. The Company currently is indemnified under contractual agreements with BP.
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.
8.
MULTI-EMPLOYER PENSION PLANS
During the three months ended March 31, 2014, the Company received notification from the American Maritime Officers Pension Plan (the "AMOPP”) that the Company's withdrawal liability as of September 30, 2013 was $46.5 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 March 31, 2014, 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.
9.
LONG-TERM DEBT
As of March 31, 2014, the Company had outstanding letters of credit totaling $26.2 million with various expiration dates through 2015.
During the three months ended March 31, 2014, the Company made scheduled payments on long-term debt of $2.2 million and made net repayments of $1.3 million under inventory financing arrangements.
SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 7.375% Senior Notes due 2019, which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the three months ended March 31, 2014, the Company did not repurchase any of its 7.375% Senior Notes due 2019.
10.
STOCK REPURCHASES
SEACOR’s Board of Directors previously approved a securities repurchase plan that authorizes the Company to acquire shares of SEACOR common stock, par value $0.01 per share (“Common Stock”), which may be acquired through open market purchases, privately negotiated transactions or otherwise, depending on market conditions. During the three months ended March 31, 2014, the Company did not acquire any shares of Common Stock for treasury. As of March 31, 2014, the remaining authority under the repurchase plan was $100.0 million.

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11.
EARNINGS PER COMMON SHARE OF SEACOR
Basic earnings per common share of SEACOR are computed based on the weighted average number of common shares issued and outstanding during the relevant periods. Diluted earnings per common share of SEACOR are 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.
Computations of basic and diluted earnings per common share of SEACOR were as follows (in thousands, except share data):
 
Three Months Ended March 31,
 
Net Income (Loss) Attributable to SEACOR
 
Average O/S Shares
 
Per Share
2014
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
11,509

 
20,109,373

 
$
0.57

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

 
436,739

 
 
Convertible Notes(2)(3)

 

 
 
Diluted Weighted Average Common Shares Outstanding
$
11,509

 
20,546,112

 
$
0.56

2013
 
 
 
 
 
Basic Weighted Average Common Shares Outstanding
$
(20,988
)
 
19,738,930

 
$
(1.06
)
Effect of Dilutive Share Awards:
 
 
 
 
 
Options and Restricted Stock(1)

 

 
 
Convertible Notes(2)

 

 
 
Diluted Weighted Average Common Shares Outstanding
$
(20,988
)
 
19,738,930

 
$
(1.06
)
______________________ 
(1)
For the three months ended March 31, 2014 and 2013, diluted earnings per common share of SEACOR excluded 212,859 and 1,474,897 of certain share awards, respectively, as the effect of their inclusion in the computation would be anti-dilutive.
(2)
For the three months ended March 31, 2014 and 2013, diluted earnings per common share of SEACOR excluded 4,200,525 common shares issuable pursuant to the Company's 2.5% Convertible Senior Notes as the effect of their inclusion in the computation would be anti-dilutive.
(3)
For the three months ended March 31, 2014, diluted earnings per common share of SEACOR excluded 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.
12.
SHARE BASED COMPENSATION
Transactions in connection with the Company’s share based compensation plans during the three months ended March 31, 2014 were as follows:
Director stock awards granted
625

Employee Stock Purchase Plan (“ESPP”) shares issued
16,720

Restricted stock awards granted
139,045

Restricted stock awards canceled
1,000

Shares released from Deferred Compensation Plan

Stock Option Activities:
 
Outstanding as of December 31, 2013
1,481,280

Granted
45,050

Exercised
(59,584
)
Outstanding as of March 31, 2014
1,466,746

Shares available for future grants and ESPP purchases as of March 31, 2014
308,055


15

Table of Contents

13.    SEGMENT INFORMATION
Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as components of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. 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, 2013.
    
    

16

Table of Contents

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(1)(2)
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the three months ended
March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
128,957

 
57,011

 
52,401

 
58,656

 
12,992

 

 
310,017

Intersegment
44

 
948

 

 

 

 
(992
)
 

 
129,001

 
57,959

 
52,401

 
58,656

 
12,992

 
(992
)
 
310,017

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
94,043

 
39,674

 
26,997

 
47,274

 
11,936

 
(948
)
 
218,976

Administrative and general
15,160

 
4,337

 
5,896

 
511

 
3,111

 
9,062

 
38,077

Depreciation and amortization
16,304

 
7,370

 
7,754

 
990

 
85

 
889

 
33,392

 
125,507

 
51,381

 
40,647

 
48,775

 
15,132

 
9,003

 
290,445

Gains (Losses) on Asset Dispositions
  and Impairments, Net
7,738

 
853

 

 

 
(409
)
 
(3,504
)
 
4,678

Operating Income (Loss)
11,232

 
7,431

 
11,754

 
9,881

 
(2,549
)
 
(13,499
)
 
24,250

Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
(61
)
 

 

 
718

 
(733
)
 
(161
)
 
(237
)
Foreign currency gains (losses), net
107

 
(327
)
 
(10
)
 

 
9

 
22

 
(199
)
Other, net

 
(38
)
 
(3,933
)
 
193

 
175

 
(52
)
 
(3,655
)
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
2,641

 
(412
)
 
753

 

 
(761
)
 

 
2,221

Segment Profit (Loss)
13,919

 
6,654

 
8,564

 
10,792

 
(3,859
)
 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(2,290
)
Less Equity Earnings included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(2,221
)
Income Before Taxes, Equity Earnings and Discontinued Operations
 
 
 
 
 
 
 
17,869

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
22,019

 
22,162

 
157,712

 
1,379

 
100

 
15,757

 
219,129

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and Equipment:
 
 
 
 
 
 
 
 
 
 
 
 


Historical cost
1,154,201

 
495,360

 
499,084

 
44,166

 
3,750

 
27,651

 
2,224,212

Accumulated depreciation
(483,230
)
 
(154,706
)
 
(231,279
)
 
(12,374
)
 
(710
)
 
(12,212
)
 
(894,511
)
 
670,971

 
340,654

 
267,805

 
31,792

 
3,040

 
15,439

 
1,329,701

Construction in progress
106,872

 
36,346

 
164,351

 
2,118

 
201

 
15,641

 
325,529

 
777,843

 
377,000

 
432,156

 
33,910

 
3,241

 
31,080

 
1,655,230

Investments, at Equity, and Advances to 50% or Less Owned Companies
102,543

 
64,778

 
199,997

 

 
89,128

 

 
456,446

Inventories
6,110

 
2,705

 
1,298

 
13,600

 
1,249

 

 
24,962

Goodwill
13,367

 
2,744

 
1,852

 

 

 

 
17,963

Intangible Assets
3,217

 
7,306

 
717

 

 
327

 

 
11,567

Other current and long-term assets, excluding cash and near cash assets(3)
146,796

 
50,583

 
19,032

 
15,049

 
42,552

 
21,714

 
295,726

Segment Assets
1,049,876

 
505,116

 
655,052

 
62,559

 
136,497

 
 
 
 
Cash and near cash assets(3)
 
 
 
 
 
 
 
 
 
 
 
 
683,141

Total Assets
 
 
 
 
 
 
 
 
 
 
 
 
3,145,035

______________________
(1)
Operating revenues includes $57.4 million of tangible product sales and operating expenses includes $45.8 million of costs of goods sold.
(2)
Inventories includes raw materials of $2.2 million and work in process of $1.8 million.
(3)
Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

17

Table of Contents

 
 
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 three months ended
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
123,992

 
49,423

 
46,476

 
32,849

 
14,324

 

 
267,064

Intersegment
24

 
654

 

 

 

 
(678
)
 

 
124,016

 
50,077

 
46,476

 
32,849

 
14,324

 
(678
)
 
267,064

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
90,031

 
36,389

 
26,614

 
34,045

 
14,488

 
(654
)
 
200,913

Administrative and general
14,827

 
4,024

 
5,177

 
661

 
1,656

 
9,300

 
35,645

Depreciation and amortization
16,287

 
7,084

 
7,797

 
1,489

 
99

 
792

 
33,548

 
121,145

 
47,497

 
39,588

 
36,195

 
16,243

 
9,438

 
270,106

Gains (Losses) on Asset Dispositions and Impairments, Net
2,339

 
697

 
(3,069
)
 

 
1,907

 
141

 
2,015

Operating Income (Loss)
5,210

 
3,277

 
3,819

 
(3,346
)
 
(12
)
 
(9,975
)
 
(1,027
)
Other Income (Expense):
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative gains (losses), net
150

 

 

 
39

 
842

 
(3,138
)
 
(2,107
)
Foreign currency losses, net
(3,264
)
 
(137
)
 
(7
)
 

 
(167
)
 
(436
)
 
(4,011
)
Other, net

 

 
14

 

 
54

 
(65
)
 
3

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
1,313

 
(2,387
)
 
(1,505
)
 

 
1,710

 

 
(869
)
Segment Profit (Loss)
3,409

 
753

 
2,321

 
(3,307
)
 
2,427

 
 
 
 
Other Income (Expense) not included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
(5,678
)
Less Equity in Losses included in Segment Profit (Loss)
 
 
 
 
 
 
 
 
 
869

Loss Before Taxes, Equity Earnings and Discontinued Operations
 
 
 
 
 
 
 
(12,820
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
19,920

 
5,727

 
6,814

 

 
357

 
1,037

 
33,855

 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and Equipment:
 
 
 
 
 
 
 
 
 
 
 
 


Historical cost
1,110,480

 
493,140

 
506,279

 
43,788

 
4,032

 
29,173

 
2,186,892

Accumulated depreciation
(428,766
)
 
(133,827
)
 
(206,603
)
 
(7,146
)
 
(467
)
 
(8,956
)
 
(785,765
)
 
681,714

 
359,313

 
299,676

 
36,642

 
3,565

 
20,217

 
1,401,127

Construction in progress
61,447

 
15,335

 
33,444

 

 
2,063

 
1,092

 
113,381

 
743,161

 
374,648

 
333,120

 
36,642

 
5,628

 
21,309

 
1,514,508

Investments, at Equity, and Advances to 50% or Less Owned Companies
85,311

 
55,105

 
65,941

 

 
93,421

 

 
299,778

Inventories
6,497

 
2,297

 
1,284

 
19,868

 
2,020

 

 
31,966

Goodwill
13,367

 
2,759

 
1,852

 

 

 

 
17,978

Intangible Assets
5,105

 
8,824

 
1,272

 
72

 
481

 

 
15,754

Other current and long-term assets, excluding cash and near cash assets(3)
136,661

 
37,787

 
18,316

 
5,947

 
47,877

 
31,380

 
277,968

Segment Assets
990,102

 
481,420

 
421,785

 
62,529

 
149,427

 
 
 
 
Cash and near cash assets(3)
 
 
 
 
 
 
 
 
 
 
 
557,151

Discontinued operations
 
 
 
 
 
 
 
 
 
 
 
 
384

Total Assets
 
 
 
 
 
 
 
 
 
 
 
 
2,715,487

 ______________________
(1)
Operating revenues includes $32.1 million of tangible product sales and operating expenses includes $34.4 million of costs of goods sold.
(2)
Inventories includes raw materials of $3.0 million and work in process of $2.4 million.
(3)
Cash and near cash assets includes cash, cash equivalents, restricted cash, marketable securities, construction reserve funds and Title XI reserve funds.

18

Table of Contents

14.
DISCONTINUED OPERATIONS
Summarized selected operating results of the Company's discontinued operations for the three months ended March 31, 2013 were as follows (in thousands):
SES Business
 
Other Expense (final working capital adjustments)
$
(1,537
)
Income Tax Benefit
538

Net Loss
$
(999
)
 
 
SEI
 
Other Expense (final working capital adjustments)
$
(143
)
Income Tax Benefit
50

Net Loss
$
(93
)
 
 
Era Group
 
Operating Revenues
$
22,892

Costs and Expenses:
 
Operating
14,076

Administrative and general
2,653

Depreciation and amortization
3,875

 
20,604

Gains on Asset Dispositions and Impairments, Net
548

Operating Income
2,836

Other Expense, Net
(1,316
)
Income Tax Expense
(10,818
)
Equity in Earnings of 50% or Less Owned Companies
65

Net Loss
$
(9,233
)

19

Table of Contents

ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements discussed in this Form 10-Q as well as in other reports, materials and oral statements that the Company releases from time to time constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management's expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements because actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including decreased demand and loss of revenues as a result of U.S. government implemented moratoriums directing operators to cease certain drilling activities and any extension of such moratoriums (the “Moratoriums”), weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels in response to Moratoriums, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, including the Company’s involvement in response to the oil spill as a result of the sinking of the Deepwater Horizon in April 2010, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, the cyclical nature of the oil and gas industry, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Offshore Marine Services and Shipping Services, decreased demand for Shipping Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations, the dependence of Offshore Marine Services and Shipping Services on several customers, consolidation of the Company's customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company's Common Stock, operational risks of Offshore Marine Services, Inland River Services and Shipping Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors in Inland River Services' operations, sudden and unexpected changes in commodity prices, futures and options, global weather conditions, political instability, changes in currency exchanges rates, and product availability in agriculture commodity trading and logistics activities, adequacy of insurance coverage, the potential for a material weakness in the Company's internal controls over financial reporting and the Company's ability to remediate such potential material weaknesses, the attraction and retention of qualified personnel by the Company, and various other matters and factors, many of which are beyond the Company's control as well as those discussed in Item 1A (Risk Factors) of the Company's Annual report on Form 10-K. In addition, these statements constitute the Company's cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. The forward-looking statements in this Form 10-Q should be evaluated together with the many uncertainties that affect the Company’s businesses, particularly those mentioned under “Forward-Looking Statements” in Item 7 on the Company’s Form 10-K and SEACOR’s periodic reporting on Form 8-K (if any), which are incorporated by reference.

Overview
The Company’s operations are divided into four main business segments – Offshore Marine Services, Inland River Services, Shipping Services, and Illinois Corn Processing ("ICP"). The Company also has activities that are referred to and described under Other that primarily include emergency and crisis services, agricultural commodity trading and logistics activities, lending and leasing activities and various other investments in 50% or less owned companies.
Discontinued Operations. The Company reports disposed businesses as discontinued operations when it has no continuing interest in the business. Discontinued operations includes the historical financial position, results of operations and cash flows of the operations previously reported as discontinued in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

20

Table of Contents

Consolidated Results of Operations
The sections below provide an analysis of the Company’s operations by business segment for the three months ended March 31, 2014 (“Current Year Quarter”), compared with the three months ended March 31, 2013 (“Prior Year Quarter”). See "Item 1. Financial Statements—Note 13. Segment Information" included in Part I for consolidating segment tables for each period presented. Capitalized terms used and not specifically defined herein have the same meaning as such defined terms used in the Company's Annual report on Form 10-K for the year ended December 31, 2013.
Offshore Marine Services
 
Three Months Ended March 31,
 
2014
 
2013
 
$’000
 
%
 
$’000
 
%
Operating Revenues:
 
 
 
 
 
 
 
United States, primarily U.S. Gulf of Mexico
57,050

 
44

 
64,098

 
52

Africa, primarily West Africa
17,254

 
13

 
16,558

 
13

Middle East
12,452

 
10

 
11,807

 
10

Brazil, Mexico, Central and South America
12,164

 
9

 
5,160

 
4

Europe, primarily North Sea
26,586

 
21

 
23,541

 
19

Asia
3,495

 
3

 
2,852

 
2

 
129,001

 
100

 
124,016

 
100

Costs and Expenses:
 
 
 
 
 
 
 
Operating:
 
 
 
 
 
 
 
Personnel
47,134

 
37

 
45,180

 
37

Repairs and maintenance
14,101

 
11

 
12,454

 
10

Drydocking
11,080

 
9

 
11,225

 
9

Insurance and loss reserves
3,170

 
2

 
3,547

 
3

Fuel, lubes and supplies
7,390

 
6

 
7,292

 
6

Leased-in equipment
6,952

 
5

 
6,262

 
5

Brokered vessel activity
6

 

 

 

Other
4,210

 
3

 
4,071

 
3

 
94,043

 
73

 
90,031

 
73

Administrative and general
15,160

 
12

 
14,827

 
12

Depreciation and amortization
16,304

 
12

 
16,287

 
13

 
125,507

 
97

 
121,145

 
98

Gains on Asset Dispositions
7,738

 
6

 
2,339

 
2

Operating Income
11,232

 
9

 
5,210

 
4

Other Income (Expense):
 
 
 
 
 
 
 
Derivative income (loss), net
(61
)
 

 
150

 

Foreign currency gains (losses), net
107

 

 
(3,264
)
 
(2
)
Equity in Earnings of 50% or Less Owned Companies, Net of Tax
2,641

 
2

 
1,313

 
1

Segment Profit
13,919

 
11

 
3,409

 
3


21

Table of Contents

Operating Revenues by Type. The table below sets forth, for the periods indicated, the amount of operating revenues earned by type.
 
Three Months Ended March 31,
 
2014
 
2013
 
$’000
 
%