XNYS:CKH Seacor Holdings Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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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 June 30, 2012              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 July 20, 2012 was 20,956,858. The Registrant has no other class of common stock outstanding.
SEACOR HOLDINGS INC.
Table of Contents
 
Part I.
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
Item 3.
 
 
 
 
Item 4.
 
 
 
Part II.
 
 
 
 
Item 1.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 6.




PART I—FINANCIAL INFORMATION

ITEM 1.
FINANCIAL STATEMENTS
SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data, unaudited)
 
June 30,
2012
 
December 31,
2011
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
301,026

 
$
462,188

Restricted cash
18,347

 
21,281

Marketable securities
32,821

 
66,898

Receivables:
 
 
 
Trade, net of allowance for doubtful accounts of $2,852 and $3,652 in 2012 and 2011, respectively
278,917

 
303,843

Other
66,686

 
51,793

Inventories
72,929

 
69,109

Deferred income taxes
11,123

 
11,123

Prepaid expenses and other
13,968

 
9,323

Discontinued operations
3,551

 
44,989

Total current assets
799,368

 
1,040,547

Property and Equipment
3,304,524

 
3,018,145

Accumulated depreciation
(934,092
)
 
(867,914
)
Net property and equipment
2,370,432

 
2,150,231

Investments, at Equity, and Advances to 50% or Less Owned Companies
323,874

 
249,753

Construction Reserve Funds & Title XI Reserve Funds
192,420

 
259,974

Goodwill
57,054

 
57,054

Intangible Assets, Net
21,116

 
21,528

Other Assets
81,553

 
102,348

Discontinued Operations

 
46,699

 
$
3,845,817

 
$
3,928,134

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current portion of long-term debt
$
24,546

 
$
41,091

Current portion of capital lease obligations
4,719

 
2,368

Accounts payable and accrued expenses
131,130

 
185,156

Other current liabilities
160,198

 
150,864

Discontinued operations
(15
)
 
22,047

Total current liabilities
320,578

 
401,526

Long-Term Debt
940,910

 
995,450

Capital Lease Obligations
117

 
3,068

Deferred Income Taxes
582,780

 
566,920

Deferred Gains and Other Liabilities
132,248

 
143,390

Discontinued Operations

 
9,717

Total liabilities
1,976,633

 
2,120,071

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; 36,636,706 and 36,444,439 shares issued in 2012 and 2011, respectively
366

 
364

Additional paid-in capital
1,271,617

 
1,256,209

Retained earnings
1,560,416

 
1,512,679

Shares held in treasury of 15,689,148 and 15,511,323 in 2012 and 2011, respectively, at cost
(987,485
)
 
(971,687
)
Accumulated other comprehensive loss, net of tax
(5,831
)
 
(7,958
)
 
1,839,083

 
1,789,607

Noncontrolling interests in subsidiaries
30,101

 
18,456

Total equity
1,869,184

 
1,808,063

 
$
3,845,817

 
$
3,928,134


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

1


SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data, unaudited)
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Operating Revenues
$
494,422

 
$
509,283

 
$
992,307

 
$
947,294

Costs and Expenses:
 
 
 
 
 
 
 
Operating
403,210

 
409,365

 
787,322

 
751,108

Administrative and general
45,120

 
39,170

 
91,298

 
80,824

Depreciation and amortization
43,685

 
39,330

 
83,012

 
77,660

 
492,015

 
487,865

 
961,632

 
909,592

Gains on Asset Dispositions and Impairments, Net
4,419

 
10,301

 
9,961

 
17,556

Operating Income
6,826

 
31,719

 
40,636

 
55,258

Other Income (Expense):
 
 
 
 
 
 
 
Interest income
7,641

 
3,297

 
10,617

 
7,029

Interest expense
(12,413
)
 
(10,465
)
 
(24,437
)
 
(20,505
)
Debt extinguishment losses, net

 

 
(160
)
 
(48
)
Marketable security gains (losses), net
11,596

 
(4,754
)
 
14,954

 
(3,220
)
Derivative gains (losses), net
3,487

 
(6,601
)
 
(632
)
 
(9,919
)
Foreign currency gains (losses), net
(992
)
 
1,416

 
1,560

 
6,475

Other, net
443

 
(56
)
 
389

 
(234
)
 
9,762

 
(17,163
)
 
2,291

 
(20,422
)
Income from Continuing Operations Before Income Tax
  Expense and Equity in Earnings of 50% or Less Owned
  Companies
16,588

 
14,556

 
42,927

 
34,836

Income Tax Expense
5,975

 
5,877

 
16,583

 
13,550

Income from Continuing Operations Before Equity in
  Earnings of 50% or Less Owned Companies
10,613

 
8,679

 
26,344

 
21,286

Equity in Earnings of 50% or Less Owned Companies,
  Net of Tax
1,051

 
872

 
2,293

 
914

Income from Continuing Operations
11,664

 
9,551

 
28,637

 
22,200

Income (Loss) from Discontinued Operations, Net of Tax
(365
)
 
(184
)
 
19,035

 
(1,364
)
Net Income
11,299

 
9,367

 
47,672

 
20,836

Net Income (Loss) attributable to Noncontrolling Interests
  in Subsidiaries
50

 
336

 
(65
)
 
635

Net Income attributable to SEACOR Holdings Inc.
$
11,249

 
$
9,031

 
$
47,737

 
$
20,201

 
 
 
 
 
 
 
 
Net Income (Loss) attributable to SEACOR Holdings Inc.:
 
 
 
 
 
 
Continuing operations
$
11,614

 
$
9,215

 
$
28,702

 
$
21,565

Discontinued operations
(365
)
 
(184
)
 
19,035

 
(1,364
)
 
$
11,249

 
$
9,031

 
$
47,737

 
$
20,201

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

 
$
0.44

 
$
1.40

 
$
1.02

Discontinued operations
(0.01
)
 
(0.01
)
 
0.92

 
(0.06
)
 
$
0.55

 
$
0.43

 
$
2.32

 
$
0.96

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

 
$
0.43

 
$
1.37

 
$
1.00

Discontinued operations
(0.02
)
 
(0.01
)
 
0.92

 
(0.06
)
 
$
0.54

 
$
0.42

 
$
2.29

 
$
0.94

 
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
 
Basic
20,584,567

 
21,166,037

 
20,552,114

 
21,135,557

Diluted
20,871,380

 
21,517,725

 
20,883,570

 
21,478,759

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

2


SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands, unaudited)
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
 
2012
 
2011
 
2012
 
2011
Net Income
 
$
11,299

 
$
9,367

 
$
47,672

 
$
20,836

Other Comprehensive Income (Loss):
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(1,415
)
 
371

 
1,785

 
1,745

Reclassification of net foreign currency translation losses to foreign currency gains (losses), net
 

 

 
758

 

Derivative losses on cash flow hedges
 
(247
)
 
(2,195
)
 
(747
)
 
(2,294
)
Reclassification of net derivative losses on cash flow hedges to interest expense or equity in earnings of 50% or less owned companies
 
857

 
103

 
1,591

 
851

Other
 

 

 
42

 

 
 
(805
)
 
(1,721
)
 
3,429

 
302

Income tax (expense) benefit
 
249

 
602

 
(1,145
)
 
(106
)
 
 
(556
)
 
(1,119
)
 
2,284

 
196

Comprehensive Income
 
10,743

 
8,248

 
49,956

 
21,032

Comprehensive Income (Loss) attributable to Noncontrolling Interests in Subsidiaries
 
(44
)
 
336

 
92

 
635

Comprehensive Income attributable to SEACOR Holdings Inc.
 
$
10,787

 
$
7,912

 
$
49,864

 
$
20,397


















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

3


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, 2011
$
364

 
$
1,256,209

 
$
1,512,679

 
$
(971,687
)
 
$
(7,958
)
 
$
18,456

 
$
1,808,063

Issuance of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
Employee Stock Purchase Plan

 

 

 
1,696

 

 

 
1,696

Exercise of stock options
1

 
4,561

 

 

 

 

 
4,562

Director stock awards

 
184

 

 

 

 

 
184

Restricted stock and restricted stock units
1

 
399

 

 
(32
)
 

 

 
368

Purchase of treasury shares

 

 

 
(17,431
)
 

 

 
(17,431
)
Amortization of share awards

 
10,233

 

 

 

 

 
10,233

Cancellation of restricted stock

 
31

 

 
(31
)
 

 

 

Acquisition of subsidiary with noncontrolling interests

 

 

 

 

 
13,268

 
13,268

Issuance of noncontrolling interests

 

 

 

 

 
83

 
83

Dividends paid to noncontrolling interests

 

 

 

 

 
(1,798
)
 
(1,798
)
Net income (loss)

 

 
47,737

 

 

 
(65
)
 
47,672

Other comprehensive income

 

 

 

 
2,127

 
157

 
2,284

Six months ended June 30, 2012
$
366

 
$
1,271,617

 
$
1,560,416

 
$
(987,485
)
 
$
(5,831
)
 
$
30,101

 
$
1,869,184

































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

4


SEACOR HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
 
Six Months Ended June 30,
 
2012
 
2011
Net Cash Provided by Operating Activities of Continuing Operations
$
84,135

 
$
130,791

Cash Flows from Investing Activities of Continuing Operations:
 
 
 
Purchases of property and equipment
(186,541
)
 
(127,407
)
Proceeds from disposition of property and equipment
11,920

 
25,080

Cash settlements on derivative transactions, net
(202
)
 
4,052

Investments in and advances to 50% or less owned companies
(32,731
)
 
(26,503
)
Return of investments and advances from 50% or less owned companies
26,421

 
5,100

Net advances on revolving credit line to 50% or less owned companies
(300
)
 
(8,916
)
Principal payments (advances) on third party notes receivable, net
19,536

 
(20,323
)
Net decrease (increase) in restricted cash
2,934

 
(325
)
Net decrease in construction reserve funds and Title XI reserve funds
67,554

 
9,206

Net increase in escrow deposits on like-kind exchanges

 
(3,396
)
Repayments on leases, net
1,793

 
2,777

Business acquisitions, net of cash acquired
(148,084
)
 
(28,696
)
Net cash used in investing activities of continuing operations
(237,700
)
 
(169,351
)
Cash Flows from Financing Activities of Continuing Operations:
 
 
 
Payments on long-term debt and capital lease obligations
(96,106
)
 
(7,509
)
Net borrowings (repayments) on inventory financing arrangements
(14,798
)
 
5,793

Proceeds from issuance of long-term debt
38,134

 

Common stock acquired for treasury
(17,431
)
 

Proceeds and tax benefits from share award plans
6,659

 
6,251

Purchase of subsidiary shares from noncontrolling interests

 
(1,149
)
Dividends paid to noncontrolling interests, net of cash received
(1,715
)
 
(403
)
Net cash provided by (used in) financing activities of continuing operations
(85,257
)
 
2,983

Effects of Exchange Rate Changes on Cash and Cash Equivalents
1,478

 
5,635

Net Decrease in Cash and Cash Equivalents from Continuing Operations
(237,344
)
 
(29,942
)
Cash Flows from Discontinued Operations:
 
 
 
Operating Activities
(11,749
)
 
31,399

Investing Activities
87,904

 
(3,982
)
Financing activities

 

Effects of Exchange Rate Changes on Cash and Cash Equivalents
27

 
21

Net Increase in Cash and Cash Equivalents from Discontinued Operations
76,182

 
27,438

Net Decrease in Cash and Cash Equivalents
(161,162
)
 
(2,504
)
Cash and Cash Equivalents, Beginning of Period
462,188

 
365,329

Cash and Cash Equivalents, End of Period
$
301,026

 
$
362,825

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

5


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 and six months ended June 30, 2012 and 2011 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 June 30, 2012, its results of operations for the three and six months ended June 30, 2012 and 2011, its comprehensive income for the three and six months ended June 30, 2012 and 2011, its changes in equity for the six months ended June 30, 2012, and its cash flows for the six months ended June 30, 2012 and 2011. 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, 2011.

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.

Discontinued Operations. The Company's Environmental Services business segment was conducted through SEACOR Environmental Services Inc. ("SES") and O'Brien's Response Management Inc. ("ORM"). SES included National Response Corporation, one of the largest providers of oil spill response services in the United States; NRC Environmental Services Inc., a leading provider of environmental and industrial services on the West Coast of the United States; SEACOR Response Ltd., which provides oil spill response and emergency response services to customers in international markets; and certain other subsidiaries (collectively the "SES Business"). On March 16, 2012, the Company sold the SES Business for a net sales price of $99.9 million and recognized a gain of $20.8 million, net of tax, or $1.00 per diluted share. The transaction did not include ORM, a leading provider of crisis and emergency preparedness and response services. The Company has no continuing involvement in the SES Business, although the sales agreement provides that the Company may receive contingent consideration equal to a portion of the revenue generated by any extraordinary oil spill response that occurs within three years following the date of sale. For all periods presented, the Company has reported the financial position, results of operations and cash flows for the SES Business as discontinued operations in the accompanying condensed consolidated financial statements. The remaining ORM business in the segment was renamed Emergency and Crisis Services.

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. Deferred revenues, included in other current liabilities, for the six months ended June 30 were as follows (in thousands): 
 
2012
 
2011
Balance at beginning of period
$
9,968

 
$
21,045

Revenues deferred during the period
13,550

 
3,978

Revenues recognized during the period
(7,697
)
 
(8,334
)
Balance at end of period
$
15,821

 
$
16,689


As of June 30, 2012, deferred revenues included $6.4 million relating to the time charter of several offshore support vessels operating in the U.S. Gulf of Mexico that are scheduled to be paid through the conveyance of a limited net profit interest in developmental oil and gas producing properties owned by a customer. Payments from the conveyance of the limited net profit interest, and the timing of such payments, are contingent upon production and energy sale prices. Based on the current production payout estimate, the deferred revenues are expected to be paid in 2012. The Company will continue to recognize revenues as cash is received or earlier should future payments become determinable. All costs and expenses related to these charters were recognized as incurred.

6


As of June 30, 2012, deferred revenues included $7.3 million related to contract-lease revenues for certain helicopters leased by Aviation Services to Aeroleo Taxi Aero S/A ("Aeroleo"), its Brazilian joint venture (see Note 6). The deferral resulted from difficulties experienced by Aeroleo following one of its customer's cancellation of certain contracts for a number of AW139 aircraft under contract-lease from Aviation Services. The Company will recognize revenues as cash is received or earlier should future collectability become reasonably assured. All costs and expenses related to these contract-leases were recognized as incurred.

As of June 30, 2012, deferred revenues also included $2.0 million related to contract-lease revenues for certain helicopters leased by Aviation Services to one of its customers. The deferral resulted from the customer having its operating certificate revoked for a period of time and therefore being unable to operate. The certificate has since been reinstated but uncertainty still remains regarding the collectability of the contract-lease revenues. The Company will recognize revenues as cash is received or earlier should future collectability become reasonably assured. All costs and expenses related to these contract-leases were recognized as incurred.

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.

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 June 30, 2012 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)
$
32,759

 
$
62

 
$

Derivative instruments (included in other receivables)
1,510

 
5,408

 

Construction reserve funds and Title XI reserve funds
192,420

 

 

LIABILITIES
 
 
 
 
 
Short sale of marketable securities (included in other current liabilities)
13,507

 
138

 

Derivative instruments (included in other current liabilities)
8,029

 
8,064

 

 ______________________
(1)
Marketable security gains (losses), net include unrealized gains of $0.2 million and losses of $1.8 million for the three months ended June 30, 2012 and 2011, respectively, related to marketable security positions held by the Company as of June 30, 2012. Marketable security gains (losses), net include unrealized gains of $2.6 million and losses of $4.1 million for the six months ended June 30, 2012 and 2011, respectively, related to marketable security positions held by the Company as of June 30, 2012.



7


The estimated fair values of the Company’s other financial assets and liabilities as of June 30, 2012 were as follows (in thousands): 
 
 
 
Estimated Fair Value
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
 
 
Cash, cash equivalents and restricted cash
$
319,373

 
$
319,373

 
$

 
$

Investments, at cost, in 50% or less owned companies (included in other assets)
9,315

 
see below
 
 
 
 
Notes receivable from other business ventures (included in other receivables and other assets)
40,900

 
see below
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
Long-term debt, including current portion
965,456

 

 
992,255

 


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 other business ventures 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 non-financial assets and liabilities that were measured at fair value during the six months ended June 30, 2012 were as follows (in thousands): 
 
Level 1
 
Level 2
 
Level 3
ASSETS
 
 
 
 
 
Investment in Illinois Corn Processing LLC(1)
$

 
$
30,916

 
$

 ______________________
(1)
During the six months ended June 30, 2012, the Company marked its equity investment in its Illinois Corn Processing LLC ("ICP") joint venture to fair value following the acquisition of a controlling interest (see Note 6). The investment's fair value was determined based on a fair value analysis of the assets and liabilities of ICP.

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 June 30, 2012 were as follows (in thousands): 
 
Derivative
Asset
 
Derivative
Liability
Derivatives designated as hedging instruments:
 
 
 
Interest rate swap agreements (cash flow hedges)
$

 
$
4,135

 

 
4,135

Derivatives not designated as hedging instruments:
 
 
 
Options on equities and equity indices
326

 
2,719

Forward currency exchange, option and future contracts
307

 
746

Interest rate swap agreements

 
2,866

Commodity swap, option and future contracts:
 
 
 
Exchange traded
1,485

 
5,160

Non-exchange traded
4,800

 
467

 
6,918

 
11,958

 
$
6,918

 
$
16,093



8


Fair Value Hedges. During the six months ended June 30, 2011, the Company utilized forward currency exchange contracts designated as fair value hedges to fix a portion of its euro-denominated capital commitments in U.S. dollars to protect against currency fluctuations. As of June 30, 2012, there were no forward currency exchange contracts designated as fair value hedges.

The Company recognized gains (losses) on derivative instruments designated as fair value hedges for the six months ended June 30 as follows (in thousands):
 
Derivative losses, net
 
2012
 
2011
Forward currency exchange contracts, effective and ineffective portions
$

 
$
6,484

Decrease in fair value of hedged items included in property and equipment corresponding to effective portion of derivative gains

 
(6,522
)
 
$

 
$
(38
)

Cash Flow Hedges. As of June 30, 2012, the Company is a party to various interest rate swap agreements, with maturities ranging from 2013 through 2014, which have been designated as cash flow hedges. These agreements call for the Company to pay fixed interest rates ranging from 2.25% to 2.85% on aggregate notional values of $125.0 million and receive a variable interest rate based on the London Interbank Offered Rate (“LIBOR”) on these notional values. As of June 30, 2012, 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 the joint venture to pay a fixed interest rate of 1.48% on the amortized notional value of $18.9 million and receive a variable interest rate based on LIBOR on the amortized notional value. In addition, as of June 30, 2012, one of the Company’s Inland River Services 50% or less owned companies had four interest rate swap agreements with maturities ranging from 2013 through 2015 that have been designated as cash flow hedges. These instruments call for the joint venture to pay fixed rates of interest ranging from 1.53% to 4.16% on the aggregate amortized notional value of $46.6 million and receive a variable interest rate based on LIBOR on the aggregate amortized notional value. By entering into these interest rate swap agreements, the Company and its joint ventures have converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate.
    
The Company recognized gains (losses) on derivative instruments designated as cash flow hedges for the six months ended June 30 as follows (in thousands): 
 
Other comprehensive income (loss)
 
Derivative losses, net
 
2012
 
2011
 
2012
 
2011
Interest rate swap agreements, effective portion
$
(747
)
 
$
(2,294
)
 
$

 
$

Interest rate swap agreements, ineffective portion

 

 
(19
)
 
(27
)
Reclassification of derivative losses to interest expense or equity in earnings of 50% or less owned companies
1,591

 
851

 

 

 
$
844

 
$
(1,443
)
 
$
(19
)
 
$
(27
)

Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the six months ended June 30 as follows (in thousands):
 
Derivative losses, net
 
2012
 
2011
Options on equities and equity indices
$
(910
)
 
$
332

Forward currency exchange, option and future contracts
373

 
1,812

Interest rate swap agreements
(542
)
 
(1,276
)
Commodity swap, option and future contracts:
 
 
 
Exchange traded
(1,456
)
 
(3,547
)
Non-exchange traded
1,922

 
250

U.S. Treasury notes, rate-locks and bond future and option contracts

 
(7,425
)
 
$
(613
)
 
$
(9,854
)


9


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 June 30, 2012, the outstanding forward currency exchange contracts translated into a net purchase of foreign currencies with an aggregate U.S. dollar equivalent of $18.6 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 2012 through 2015 that call for the Company to pay fixed interest rates ranging from 1.67% to 2.59% on aggregate amortized notional values of $93.1 million and receive a variable interest rate based on LIBOR on these notional values. In addition, one of the Company’s Offshore Marine Services 50% or less owned companies has entered into an interest rate swap agreement maturing in 2014 that calls for the joint venture to pay a fixed interest rate of 3.05% on the amortized notional value of $24.8 million million and receive a variable interest rate based on LIBOR on the 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 joint venture.

The Company enters and settles positions in various exchange and non-exchange traded commodity swap, option and future contracts. In the Company’s commodity trading and logistics business, fixed price future purchase and sale contracts for ethanol and 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 June 30, 2012, the net market exposure to ethanol and sugar under these contracts was not material. The Company also enters into exchange traded positions (primarily natural gas, heating oil, crude oil, gasoline, ethanol 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 and Inland River Services businesses. As of June 30, 2012, these positions were not material.

The Company enters and settles various positions in U.S. Treasury notes and bonds through rate locks, futures or options on futures tied to U.S. Treasury notes. The general purpose of these transactions is to provide value to the Company should the price of U.S. Treasury notes and bonds decline, leading to generally higher interest rates, which might lead to higher interest costs for the Company. As of June 30, 2012, there were none of these types of positions outstanding.

4.
BUSINESS ACQUISITIONS

Pantagro Acquisition. On June 25, 2012, the Company acquired a 95% controlling interest in Pantagro-Pantanal Produtos Agropecuarious Ltda. ("Pantagro") for $0.4 million, $0.2 million in cash and a $0.2 million note payable. Pantagro is an Argentine agricultural trading company focusing primarily on salt. The Company performed a preliminary 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 is pending completion of a final valuation for the acquired assets and liabilities.

Superior Lift Boats Acquisition. On March 30, 2012, the Company acquired 18 lift boats, real property and working capital from Superior Energy Inc. (“Superior”) for $142.5 million. The Company performed a preliminary 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 is pending completion of a final valuation for the acquired assets and liabilities.

ICP Acquisition. On February 1, 2012, the Company obtained a 70% controlling interest in ICP through its acquisition of a portion of its partner's interest for $9.1 million in cash (see Note 6). ICP owns and operates an alcohol manufacturing facility dedicated to the production of alcohol for beverage, industrial and fuel applications. 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 fair value analysis of assets and liabilities acquired was finalized in June 2012.

Lewis & Clark Acquisition. On December 31, 2011, the Company acquired certain assets and liabilities of Lewis & Clark Marine, Inc. and certain related affiliates (“Lewis & Clark”) for $29.6 million. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.6 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

10



Windcat Acquisition. On December 22, 2011, the Company acquired 75% of the issued and outstanding shares in Windcat Workboats Holdings Ltd. (“Windcat”) for $21.5 million in cash. Windcat, based in the United Kingdom and the Netherlands, is an operator of 29 wind farm utility vessels operating in the main offshore wind markets of Europe. The Company performed a preliminary 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 is pending completion of a final valuation for the acquired assets and liabilities.

Naviera Acquisition. On December 21, 2011, the Company acquired a 70% controlling interest in SEACOR Colombia Fluvial (MI) LLC for $1.9 million in cash. SEACOR Colombia Fluvial (MI) LLC's wholly-owned subsidiary, Naviera Central S.A. (“Naviera”), is a provider of inland river barge and terminal services in Colombia. The Company performed a preliminary fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in $1.0 million in goodwill being recorded. The preliminary fair value analysis is pending completion of a final valuation for the acquired assets and liabilities.

Soylutions Acquisition. On July 29, 2011, the Company obtained a 100% controlling interest in Soylutions LLC (“Soylutions”) through its acquisition of its partner’s interest for $11.9 million in cash (see Note 6). 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 fair value analysis was finalized during the three months ended March 31, 2012.

Purchase Price Allocation. The following table summarizes the allocation of the purchase price for the Company’s business acquisitions during the six months ended June 30, 2012 (in thousands):
Trade and other receivables
$
18,244

Other current assets
16,657

Investments, at Equity, and Advances to 50% or Less Owned Companies
(42,358
)
Property and Equipment
176,202

Intangible Assets
2,438

Other Assets
(332
)
Accounts payable
(4,673
)
Other current liabilities
(3,727
)
Long-Term Debt
(946
)
Other Liabilities
(166
)
Noncontrolling interests in subsidiaries
(13,264
)
Accumulated other comprehensive loss, net of tax
9

Purchase price(1)
$
148,084

(1)
Purchase price is net of cash acquired of $3.7 million.

5.
EQUIPMENT ACQUISITIONS, DISPOSITIONS AND DEPRECIATION AND IMPAIRMENT POLICIES

During the six months ended June 30, 2012, capital expenditures were $186.5 million. Equipment deliveries during the period included one offshore support vessel, one wind farm utility vessel, three inland river dry cargo barges, two liquid tank barges, one inland river towboat and 13 helicopters.

During the six months ended June 30, 2012, the Company sold four offshore support vessels, six helicopters, one inland river towboat, two harbor tugs and other equipment for net proceeds of $65.6 million ($11.7 million in cash, $5.0 million in cash deposits previously received and $48.9 million in seller financing) and gains of $14.8 million, of which $7.5 million were recognized currently and $7.3 million were deferred. In addition, the Company recognized previously deferred gains of $2.5 million and received $0.2 million in deposits related to future expected sales. Two of the offshore support vessels sold were to the Company's Mexican joint venture for $48.5 million (see Note 6).


11


The Company previously sold certain equipment to 50% or less owned companies prior to adopting new accounting rules effective January 1, 2009 and from time to time enters into vessel sale-leaseback transactions with finance companies and provides 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 six months ended June 30 was as follows (in thousands):
 
2012
 
2011
Balance at beginning of period
$
119,570

 
$
131,836

Deferred gains arising from asset sales
7,280

 
4,597

Amortization of deferred gains included in operating expenses as a reduction to rental expense
(9,526
)
 
(11,194
)
Amortization of deferred gains included in gains on asset dispositions and impairments, net
(2,455
)
 
(2,461
)
Balance at end of period
$
114,869

 
$
122,778


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 June 30, 2012, the estimated useful life (in years) of each of the Company’s major categories of new equipment was as follows:
Offshore support vessels
20

Wind farm utility vessels
10

Helicopters(1)
15

Inland river dry cargo and deck barges
20

Inland river liquid tank barges
25

Inland river towboats
25

U.S.-flag tankers
25

RORO vessels
20

Harbor and offshore tugs
25

Ocean liquid tank barges
25

______________________ 
(1)
Effective July 1, 2011, the Company changed its estimated useful life and salvage value for helicopters from 12 to 15 years and 30% to 40%, respectively, due to improvements in new aircraft models that continue to increase their long-term value and make them viable for operation over a longer period of time. For the three months ended June 30, 2012, the change in estimate increased operating income by $4.4 million, net income by $2.9 million, and basic and diluted earnings per share by $0.14. For the six months ended June 30, 2012, the change in estimate increased operating income by $8.4 million, net income by $5.4 million, and basic and diluted earnings per share by $0.26.

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 six months ended June 30, 2012, impairment charges recognized by the Company related to long-lived assets held for use were not material.

6.
INVESTMENTS, AT EQUITY, AND ADVANCES TO 50% OR LESS OWNED COMPANIES

MexMar. As of June 30, 2012, the Company had $31.8 million outstanding in short-term notes, inclusive of unpaid accrued interest, with Mantenimiento Express Maritimo, S.A.P.I. de C.V. ("MexMar"), an Offshore Marine Services Mexican joint venture that operates ten offshore support vessels. During the six months ended June 30, 2012, MexMar purchased two offshore support vessels from the Company and financed a portion of the vessels' mobilization costs with the Company totaling $50.0 million ($5.0 million in cash and two short-term notes totaling $45.0 million). During the six months ended June 30, 2012, MexMar made repayments of $14.1 million on these notes, inclusive of accrued interest.

12



Trailer Bridge. Trailer Bridge, Inc. (“Trailer Bridge”), an operator of U.S.-flag deck and RORO barges, offers marine transportation services between Jacksonville, Florida, San Juan, Puerto Rico and Puerto Plata, Dominican Republic.  Trailer Bridge filed for bankruptcy under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”) on November 16, 2011.  On April 2, 2012, Trailer Bridge approved and adopted a restructuring plan, which was confirmed by the Bankruptcy Court.  Immediately prior to adopting the restructuring plan, the Company had outstanding marketable security positions in 9.25% Senior Secured Notes due from Trailer Bridge (“Old Notes”) and U.S. Government Guaranteed Ship Financing Bonds due from Trailer Bridge (“MARAD Bonds”).  Upon the adoption and implementation of Trailer Bridge's restructuring plan, the Company exchanged its Old Notes for a new $33.1 million Secured Note due from Trailer Bridge and new common shares in Trailer Bridge, representing a 47.3% ownership interest valued at $9.9 million.  As a result of the adoption and implementation of the restructuring plan, the Company reclassified $48.1 million from marketable securities to investments, at equity, and advances to 50% or less owned companies, representing its investment in the new Trailer Bridge securities valued at $43.0 million and the MARAD Bonds valued at $5.1 million.  In addition, as part of the restructuring plan, the Company provided bridge financing of $15.7 million to Trailer Bridge. During the six months ended June 30, 2012, the Company recognized $9.8 million of marketable security gains, net related to its investments in Trailer Bridge.

Illinois Corn Processing. In January 2012, the Company and its partner each made a capital contribution of $0.5 million. On February 1, 2012, the Company obtained a 70% controlling interest in ICP through its acquisition of a portion of its partner’s interest for $9.1 million in cash (see Note 4). Upon the acquisition, the Company adjusted its investment in ICP to fair value resulting in the recognition of a gain of $6.0 million, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying condensed consolidated statements of income. During the month ended January 31, 2012, the Company made net advances of $0.3 million under its revolving line of credit.

Aeroleo. On March 1, 2012, the Company recorded an impairment charge of $5.9 million, net of tax, on its investment in and advances to Aeroleo. The impairment charge resulted from difficulties experienced by Aeroleo following one of its customer's cancellation of certain contracts for a number of AW139 aircraft under contract-lease from Aviation Services.

Hawker Pacific. The Company's Hawker Pacific joint venture is an aviation sales and support organization and a distributor of aviation components. During the six months ended June 30, 2012, the Company advanced $3.3 million to Hawker Pacific. The advance bears interest at 10.0% per annum and matures on December 31, 2012, or earlier if a qualified refinancing occurs. As of June 30, 2012, the Company had an outstanding loan totaling $3.3 million inclusive of accrued interest.

Avion Pacific Limited. Avion Pacific Limited (“Avion”) is a joint venture that distributes aircraft and aircraft-related parts in Asia. During the six months ended June 30, 2012, the Company made advances of $9.0 million to Avion and received repayments of $13.7 million. As of June 30, 2012, the Company had outstanding loans to Avion totaling $5.0 million inclusive of accrued interest.

SCFCo Holdings. SCFCo Holdings LLC (“SCFCo”) was established to operate towboats and dry cargo barges on the Parana-Paraguay Rivers and a terminal facility at Port Ibicuy, Argentina. At various times, SCFCo has agreed to expand its operations through additional capital contributions and bank financing. During the six months ended June 30, 2012, the Company and its partner each contributed additional capital of $0.5 million.

Guarantees. The Company has guaranteed the payment of amounts owed by one of its joint ventures under a vessel charter and has guaranteed amounts owed under banking facilities by certain of its joint ventures. As of June 30, 2012, the total amount guaranteed by the Company under these arrangements was $24.6 million. In addition, as of June 30, 2012, the Company had uncalled capital commitments to two of its joint ventures for a total of $2.4 million.

7.
COMMITMENTS AND CONTINGENCIES

As of June 30, 2012, the Company’s unfunded capital commitments totaled $377.6 million and consisted of: eleven offshore support vessels for $148.7 million; an interest in a jack-up drilling rig for $31.2 million; twelve helicopters for $139.3 million; seven inland river liquid tank barges for $16.2 million; an interest in a river grain terminal for $1.3 million; four harbor tugs for $28.5 million and other equipment and improvements for $12.4 million. Of these commitments $110.2 million is payable during the remainder of 2012 with the balance payable through 2016 and $154.2 million may be terminated without further liability other than the payment of liquidated damages of $3.3 million. Subsequent to June 30, 2012, the Company committed to purchase three inland river towboats for $11.4 million and notified the Company's lessors of its intent to purchase three harbor tugs for $3.9 million.


13


Prior to the sale of the SES Business, the Company had issued performance guarantees on behalf of the SES Business that expire in 2012 through 2014. As of June 30, 2012, the amount of outstanding SES Business performance guarantees was $0.8 million.

On August 19, 2011, the Company granted two fixed price purchase options to an unrelated third party to acquire up to 25% of the outstanding common stock of ORM, the Company's Emergency and Crisis Services business segment. The first option to acquire a 12.5% interest may be exercised beginning August 19, 2012 through August 19, 2014. If the first option is exercised, the second option to acquire an additional 12.5% may be exercised beginning August 19, 2013 through August 19, 2015.

On June 12, 2009, a purported civil class action was filed against the Company, Era Group Inc., Era Helicopters LLC and three other defendants (collectively, the “Defendants”) in the U.S. District Court for the District of Delaware, Superior Offshore International, Inc. v. Bristow Group Inc., et al., No. 09-CV-438 (D. Del.).  The Complaint alleged that the Defendants violated federal antitrust law by conspiring with each other to raise, fix, maintain or stabilize prices for offshore helicopter services in the U.S. Gulf of Mexico during the period January 2001 to December 2005.  The purported class of plaintiffs included all direct purchasers of such services and the relief sought included compensatory damages and treble damages.  On September 4, 2009, the Defendants filed a motion to dismiss the Complaint.  On September 14, 2010, the Court entered an order dismissing the Complaint.  On September 28, 2010, the plaintiffs filed a motion for reconsideration and amendment and a motion for re-argument (the “Motions”).  On November 30, 2010, the Court granted the Motions, amended the Court's September 14, 2010 Order to clarify that the dismissal was without prejudice, permitted the filing of an amended Complaint, and authorized limited discovery with respect to the new allegations in the amended Complaint.  Following the completion of such limited discovery, on February 11, 2011, the Defendants filed a motion for summary judgment to dismiss the amended Complaint with prejudice.  On June 23, 2011, the District Court granted summary judgment for the Defendants.  On July 22, 2011, the plaintiffs filed a notice of appeal to the U.S. Court of Appeals for the Third Circuit.  On July 27, 2002, the Third Circuit Court of Appeals affirmed the District Court's grant of summary judgment in favor of the defendants. On August 9, 2011, Defendants moved for certain excessive costs, expenses, and attorneys' fees under 28 U.S.C. § 1927. That motion is fully briefed and a decision is pending.

On July 14, 2010, a group of individuals and entities purporting to represent a class commenced a civil action in the U.S. District Court for the Eastern District of Louisiana, Terry G. Robin, et al. v. Seacor Marine, L.L.C., et al., No. 2:10-cv-01986 (E.D. La.) (the “Robin Case”), in which they assert that support vessels, including vessels owned by the Company, responding to the explosion and resulting fire that occurred aboard the semi-submersible drilling rig, the Deepwater Horizon, were negligent in their efforts to save lives and put out the fire and contributed to the sinking of the Deepwater Horizon and subsequent oil spill. The action now is part of the overall multi-district litigation, In re Oil Spill by the Oil Rig “Deepwater Horizon”, MDL No. 2179 (“MDL”). The complaint seeks compensatory, punitive, exemplary, and other damages.  In response to this lawsuit, the Company filed petitions seeking exoneration from, or limitation of liability in relation to, any actions that may have been taken by vessels owned by the Company to extinguish the fire.  Pursuant to the Limitation of Liability Act, those petitions imposed an automatic stay on the Robin Case, and the court set a deadline of April 20, 2011 for individual claimants to assert claims in the limitation cases.  Approximately 66 claims were submitted by the deadline in all of the limitation actions.  On June 8, 2011, the Company moved to dismiss these claims (with the exception of one claim filed by a Company employee) on various legal grounds.  On October 12, 2011, the Court granted the Company's motion to dismiss in its entirety, dismissing with prejudice all claims that had been filed against the Company in the limitation actions (with the exception of one claim filed by a Company employee that was not subject to the motion to dismiss).  The Court entered final judgments in favor of the Company in the Robin Case and each of the limitation actions on November 21, 2011.  On December 12, 2011, the claimants appealed each of those judgments to the Unites States Court of Appeals for the Fifth Circuit.  The claimants' opening brief was submitted on May 7, 2012, and the claimants filed a reply brief on June 1, 2012.  The appeal is now fully submitted but no date has been set for oral argument, if any. The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and will continue to vigorously defend the action.

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. The action now is part of the overall 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.  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.


14


On December 15, 2010, ORM and then-SEACOR subsidiary National Response Corporation (“NRC”) 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 has 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 the Court has taken them under advisement.  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. 

Subsequent to the filing of the referenced master complaint, four additional individual civil actions have been filed in 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 and are part of the overall MDL. 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 James and Krista Pearson v. BP Exploration & Production, Inc., 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 & Production, Inc., 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). By court order, all four of these additional individual cases have been stayed as a result of the filing of the referenced master complaint.  The Company is unable to estimate the potential exposure, if any, resulting from this matter but believes it is without merit and does not expect this matter will have a material effect on the Company's consolidated financial position or its results of operations.

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., M-I L.L.C., Weatherford U.S., L.P., and Weatherford International, Inc. have 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.  As provided 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 this matter will have a material effect on the Company's consolidated financial position or its results of operations.

Separately, on March 2, 2012, the Court announced that BP Exploration & Production Inc. and BP America Production Company (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.  Although neither the Company, ORM or NRC are parties to the settlement agreements, the Company, ORM and NRC are listed on the releases accompanying both settlement agreements, such that if the settlement agreements are finally approved by the Court as currently drafted, any plaintiffs that settle will be required to release their claims against the Company, ORM and NRC.  The opt-out period for the proposed settlement closes on October 1, 2012 and a final fairness hearing to consider whether the settlements should be finally approved is scheduled for November 8, 2012.

15


In the course of the Company's business, it may agree to indemnify a party.  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 disposition of the SES Business on March 16, 2012, the Company remains contingently liable for certain obligations of the SES Business, including potential liabilities relating to work performed in connection with the Deepwater Horizon oil spill response.  These potential liabilities may not exceed the purchase consideration received by the Company for the SES Business and the Company currently is indemnified under contractual agreements with BP.

ORM, a subsidiary of the Company, is defending against five collective action lawsuits, each asserting failure to pay overtime with respect to individuals who provided service on the Deepwater Horizon spill response (the “DPH FLSA Actions”) under the Fair Labor Standards Act (“FLSA”).  Four of the cases - Dennis Prejean v. O'Brien's Response Management, Inc. (E.D. La., Case No.: 2:12-cv-01045) (the “Prejean 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”); Himmerite et al. v. O'Brien's Response Management Inc. et al. (E.D. La., Case No.: 2:12-cv-01533) (the “Himmerite Action”); and Chann Chavis v. O'Brien's Response Management Inc. et al. (S.D. Tx., Case No.: 4:12-cv-02045) (the “Chavis 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, Himmerite and Singleton Actions were each filed in the United States District Court for the Eastern District of Louisiana and then subsequently consolidated with the In re: Oil Spill Multidistrict Litigation (N.D. La., Case No. 10-md-02179) (the “Oil Spill MDL”).  The Himmerite and Singleton Actions have since been automatically stayed pending further scheduling by the Court, pursuant to the procedures in the Oil Spill MDL.  In the Prejean Action, ORM has answered the complaint, a scheduling order has been issued and Plaintiffs have, among other things, filed a Motion for Conditional Certification, which has been stayed pending further scheduling by the Court in accordance with the procedures of the Oil Spill MDL.  The Chavis Action was filed on July 7, 2012 in the United States District Court for the Southern District of Texas, and ORM has not yet responded to or answered the complaint in that matter.  The other DPH FLSA Action, Mark Blackman et. al. v. Midwest Environmental Resources, Inc., et. al. (N.D. Fla., Case No.: 3:11-cv-146) (the “Blackman Action”), was filed by five individual Plaintiffs on March 28, 2011, in the United States District Court for the Northern District of Florida, against ORM and several other Defendants.  The complaint in the Blackman Action alleges that the named Plaintiffs and class of workers they are suing on behalf of, identified in the complaint as “Safety Techs,” were not appropriately compensated for all of their work time in violation of the FLSA.  On July 8, 2011, the Court stayed all proceedings in the Blackman Action.  On May 8, 2012, the Court ruled on various motions to dismiss brought by ORM and by the other Defendants, denying them in part, granting them in part, and providing the Plaintiffs with leave to amend the complaint.  On June 6, 2012, Plaintiffs filed an amended complaint and on June 20, 2012, Defendant ORM answered the amended complaint, denying all of the Plaintiffs' claims.  On July 6, 2012, the Court issued a scheduling order setting discovery and dispositive motion deadlines.  The Company is unable to estimate the potential exposure, if any, resulting from any of the five DPH FLSA Actions, but believes they are without merit and will continue to vigorously defend against them.

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 or its results of operations.

In 2011, the Company received a Notice of Infringement (the “Notice”) from the Brazilian Federal Revenue Office. The Notice alleged the Company had imported a number of vessels into Brazil without properly completing the required importation documents and levied an assessment of $25.7 million. The Company intends to vigorously defend its position that the proposed assessment is erroneous and believes the resolution of this matter will not have a material effect on the Company's consolidated financial position or its results of operations. Of the levied assessment, $19.3 million relates to managed vessels whose owner would be responsible to reimburse any potential payment.

8.
MULTI-EMPLOYER PENSION PLANS

There has been no material change in the multi-employer pension plans in which the Company participates, except that the Company received notification from the American Maritime Officers Pension Plan (the "AMOPP”) that, based on an actuarial valuation performed as of September 30, 2011, if the Company chose to withdraw from the AMOPP, its withdrawal liability would have been $39.3 million. That liability may change in future years based on various factors, primarily employee census. As of June 30, 2012, 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

16


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 AND CAPITAL LEASE OBLIGATIONS

As of June 30, 2012, the Company had $125.0 million of outstanding borrowings under the SEACOR revolving credit facility. The remaining availability under this facility was $279.0 million, net of issued letters of credit of $1.0 million. As of June 30, 2012, Era Group Inc. ("Era") had $260.0 million of outstanding borrowings under its senior secured revolving credit facilities. The remaining availability under this facility was $89.7 million, net of issued letters of credit of $0.3 million. In addition, as of June 30, 2012, the Company had other outstanding letters of credit totaling $47.6 million with various expiration dates through 2016.

During the six months ended June 30, 2012, the Company made scheduled payments on long-term debt and capital lease obligations of $7.2 million, repaid $3.2 million of acquired debt, received proceeds of $0.1 million from other debt, made repayments of $50.0 million of borrowings under the SEACOR revolving credit facility, made net repayments on inventory financing arrangements of $14.8 million and had net borrowings of $8.0 million under the Era senior secured revolving credit facility.

SEACOR’s Board of Directors has previously authorized the Company to purchase any or all of its 5.875% Senior Notes due 2012 and 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 six months ended June 30, 2012, the Company purchased $5.5 million, in principal amount, of its 5.875% Senior Notes for $5.7 million, resulting in a loss on debt extinguishment of $0.2 million.

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 six months ended June 30, 2012, the Company acquired for treasury 199,766 shares of Common Stock for an aggregate purchase price of $17.4 million. As of June 30, 2012, the remaining authority under the repurchase plan was $132.6 million.

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 method. Dilutive securities for this purpose assumes restricted stock grants have vested and common shares have been issued pursuant to the exercise of outstanding stock options. For the three and the six months ended June 30, 2012, diluted earnings per common share of SEACOR excluded 593,344 and 531,101 , respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive. For the three and six months ended June 30, 2011, diluted earnings per common share of SEACOR excluded 333,819 and 254,230, respectively, of certain share awards as the effect of their inclusion in the computation would have been antidilutive.

A reconciliation of basic and diluted weighted average outstanding common shares of SEACOR was as follows:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2012
 
2011
 
2012
 
2011
Basic Weighted Average Common Shares Outstanding
20,584,567

 
21,166,037

 
20,552,114

 
21,135,557

Effect of Dilutive Share Awards:
 
 
 
 
 
 
 
Options and Restricted Stock
286,813

 
351,688

 
331,456

 
343,202

Diluted Weighted Average Common Shares Outstanding
20,871,380

 
21,517,725

 
20,883,570

 
21,478,759


17



12.
SHARE BASED COMPENSATION

Transactions in connection with the Company’s share based compensation plans during the six months ended June 30, 2012 were as follows:
Director stock awards granted
2,000

Employee Stock Purchase Plan (“ESPP”) shares issued
22,641

Restricted stock awards granted
116,600

Restricted stock awards canceled
330

Shares released from Deferred Compensation Plan

Restricted Stock Unit Activities:
 
Outstanding as of December 31, 2011
1,130

Granted

Converted to shares and issued to Deferred Compensation Plan
(370
)
Outstanding as of June 30, 2012
760

Stock Option Activities:
 
Outstanding as of December 31, 2011
1,272,192

Granted
98,975

Exercised
(73,297
)
Forfeited

Expired
(13,625
)
Outstanding as of June 30, 2012
1,284,245

Shares available for future grants and ESPP purchases as of June 30, 2012
1,310,026


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. An operating business segment has been defined as a component 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. Certain reclassifications of prior year information have been made to conform to the current year's reportable segment presentation as a result of the Company's presentation of discontinued operations (see Note 1). The Company’s basis of measurement of segment profit or loss is as previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

18


The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments.
 
Offshore
Marine
Services
$’000
 
Aviation
Services
$’000
 
Inland
River
Services
$’000
 
Marine
Transportation
Services
$’000
 
Emergency and Crisis Services
$’000
 
Commodity
Trading
and Logistics
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the three months ended June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
123,359

 
62,983

 
49,750

 
25,704

 
8,456

 
206,745

 
17,425

 

 
494,422

Intersegment
(83
)
 
2

 
3,552

 
88

 
(17
)
 

 
130

 
(3,672
)
 

 
123,276

 
62,985

 
53,302

 
25,792

 
8,439

 
206,745

 
17,555

 
(3,672
)
 
494,422

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
94,084

 
39,002

 
37,463

 
16,722

 
5,808

 
202,126

 
11,562

 
(3,557
)
 
403,210

Administrative and general
13,146

 
7,195

 
3,773

 
2,934

 
4,211

 
3,411

 
2,996

 
7,454

 
45,120

Depreciation and amortization
15,859

 
10,464

 
7,244

 
5,666

 
491

 
1,591

 
1,904

 
466

 
43,685

 
123,089

 
56,661

 
48,480

 
25,322

 
10,510

 
207,128

 
16,462

 
4,363

 
492,015

Gains on Asset Dispositions, Net
624

 
1,077

 
858

 

 

 

 
1,860

 

 
4,419

Operating Income (Loss)
811

 
7,401

 
5,680

 
470

 
(2,071
)
 
(383
)
 
2,953

 
(8,035
)
 
6,826

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

 
(180
)
 

 

 

 
3,393

 

 
274

 
3,487

Foreign currency losses, net
(354
)
 
(12
)
 
(71
)
 
(3
)
 
(20
)
 
(14
)
 
(7
)
 
(511
)
 
(992
)
Other, net
11

 

 

 
49

 

 

 
208

 
175

 
443

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
1,001

 
756

 
439

 
(774
)
 
147

 

 
(518
)
 

 
1,051

Segment Profit (Loss)
1,469

 
7,965

 
6,048

 
(258
)
 
(1,944
)
 
2,996

 
2,636

 
 
 
 
Other Income (Expense) not included in Segment Profit
 
6,824

Less Equity Earnings included in Segment Profit
 
(1,051
)
Income Before Taxes, Equity Earnings and Discontinued Operations
 
16,588


19


 
Offshore
Marine
Services
$’000
 
Aviation
Services
$’000
 
Inland
River
Services
$’000
 
Marine
Transportation
Services
$’000
 
Emergency and Crisis
Services
$’000
 
Commodity
Trading and
Logistics
$’000
 
Other
$’000
 
Corporate
and
Eliminations
$’000
 
Total
$’000
For the six months ended June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
External customers
244,297

 
124,035

 
99,646

 
51,900

 
18,619

 
416,441

 
37,369

 

 
992,307

Intersegment
65

 
2

 
7,146

 
175

 
35

 

 
130

 
(7,553
)
 

 
244,362

 
124,037

 
106,792

 
52,075

 
18,654

 
416,441

 
37,499

 
(7,553
)
 
992,307

Costs and Expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating
169,424

 
78,678

 
72,646

 
32,480

 
12,681

 
405,359

 
23,376

 
(7,322
)
 
787,322

Administrative and general
25,002

 
16,872

 
7,755

 
5,409

 
7,465

 
6,552

 
5,813

 
16,430

 
91,298

Depreciation and amortization
28,741

 
20,094

 
14,251

 
11,317

 
975

 
2,651

 
4,062

 
921

 
83,012

 
223,167

 
115,644

 
94,652

 
49,206

 
21,121

 
414,562

 
33,251

 
10,029

 
961,632

Gains on Asset Dispositions
2,469

 
2,842

 
2,785

 

 
5

 

 
1,860

 

 
9,961

Operating Income (Loss)
23,664

 
11,235

 
14,925

 
2,869

 
(2,462
)
 
1,879

 
6,108

 
(17,582
)
 
40,636

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

 
(304
)
 

 

 

 
454

 

 
(782
)
 
(632
)
Foreign currency gains (losses), net
769

 
905

 
(93
)
 
6

 
(6
)
 
65

 
(23
)
 
(63
)
 
1,560

Other, net
11

 
30

 

 
79

 

 

 
208

 
61

 
389

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
2,830

 
(5,663
)
 
689

 
(991
)
 
214

 
6,154

 
(940
)
 

 
2,293

Segment Profit (Loss)
27,274

 
6,203

 
15,521

 
1,963

 
(2,254
)
 
8,552

 
5,353

 
 
 
 
Other Income (Expense) not included in Segment Profit
 
 
 
 
 
 
 
 
 
 
 
974

Less Equity Earnings included in Segment Profit
 
 
 
 
 
 
 
 
 
 
 
(2,293
)
Income Before Taxes, Equity Earnings and Discontinued Operations
 
 
 
 
 
 
 
 
 
42,927

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Capital Expenditures
64,383

 
87,034

 
13,108

 
4,084

 
420

 

 
14,731

 
2,781

 
186,541

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Property and Equipment
789,831

 
773,884

 
377,326

 
203,995

 
1,406

 
41,660

 
160,265

 
22,065

 
2,370,432

Investments, at Equity, and Advances to 50% or Less Owned Companies
68,081

 
41,882

 
53,859

 
90,626

 
441

 

 
68,985

 

 
323,874

Inventories (1)
5,738

 
26,496

 
2,038

 

 
752

 
36,617

 
1,288

 

 
72,929

Goodwill
13,367

 
352

 
4,345

 
550

 
37,138

 

 
1,302

 

 
57,054

Intangible Assets
5,029

 

 
8,377

 
1,318

 
5,531

 
502