

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

Investments, at equity, and advances to 50% or less owned companies as of December 31 were as follows (in thousands):



	Ownership				2013		2012
Offshore Marine Services:
MexMar	49.0%				28,564		18,162
Sea-Cat Crewzer II	50.0%				22,900		—
Dynamic Offshore Drilling	19.0%				11,622		10,483
Sea-Cat Crewzer	50.0%				7,833		7,183
Nautical Power	50.0%				6,399		11,060
OSV Partners	30.4%				3,951		—
C-Lift	50.0%				—		5,445
Other	20.0%	–	50.0%		17,891		14,472
					99,160		66,805
Inland River Services:
SCFCo Holdings	50.0%				27,710		25,351
Bunge-SCF Grain	50.0%				17,697		19,315
SCF Bunge Marine	50.0%				6,158		5,604
Other	50.0%				3,846		3,574
					55,411		53,844
Shipping Services:
Dorian	21.8%				129,785		—
Trailer Bridge	47.3%				57,881		60,224
SeaJon	50.0%				9,479		6,799
					197,145		67,023
Other:
Witt O'Brien's⁽¹⁾	54.2%				52,289		50,261
Hawker Pacific	34.2%				21,596		23,004
Avion	39.1%				13,127		11,152
Other	34.0%	–	50.0	%	2,125		446
					89,137		84,863
					$	440,853	$	272,535

______________________


(1)	The Company's ownership represents its economic interest in the noncontrolled company.

Combined Condensed Financials. Summarized financial information for the Company’s investments, at equity, as of and for the years ended December 31 was as follows (in thousands):



	2013		2012
Current assets	$	749,369	$	458,758
Noncurrent assets	1,387,601		726,034
Current liabilities	345,260		371,597
Noncurrent liabilities	682,348		371,550



	2013			2012		2011
Operating Revenues	$	1,087,637		$	774,912	$	691,189
Costs and Expenses:
Operating and administrative	955,583			699,061		643,612
Depreciation	61,813			40,440		29,859
	1,017,396			739,501		673,471
Loss on Asset Dispositions	(397		)	—		—
Operating Income	$	69,844		$	35,411	$	17,718
Net Income (Loss)	$	17,312		$	4,640	$	(3,252	)

As of December 31, 2013 and 2012, cumulative undistributed net earnings of 50% or less owned companies accounted for by the equity method included in the Company’s consolidated retained earnings were $23.9 million and $24.6 million, respectively.

MexMar. On July 1, 2011, Mantenimiento Express Maritimo, S.A.P.I. de C.V. (“MexMar”), a Mexican company that operates offshore support vessels in Mexico, executed a business reorganization plan and issued an additional equity interest to an unrelated third party for $17.1 million in cash. Subsequent to the reorganization and issuance of the additional equity interest, the Company recognized an $8.4 million gain, net of tax, which is included in equity in earnings in 50% or less owned companies in the accompanying consolidated statements of income, and received $14.9 million on the net repayment of outstanding advances from MexMar. Following the reorganization, the Company has a 49.0% interest in MexMar. During the year ended December 31, 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 year ended December 31, 2012, MexMar repaid these notes. During the year ended December 31, 2013, the Company contributed additional capital of $5.9 million and Mexmar purchased one offshore support vessel from the Company for $36.4 million ($30.4 million in cash and $6.0 million in seller financing). During the year ended December 31, 2013, MexMar repaid the $6.0 million of seller financing and and the Company provided an additional $1.7 million advance for the purchase of another offshore support vessel from a third party, which was also repaid. During the years ended December 31, 2013, 2012 and 2011, the Company received $0.3 million, $0.3 million and $0.1 million, respectively, of vessel management fees from MexMar.

Sea-Cat Crewzer II. On January 23, 2013, the Company and another offshore support vessel operator formed Sea-Cat Crewzer II LLC (“Sea-Cat Crewzer II”) to own and operate two high speed offshore catamaran crew boats. The Company and its partner each contributed capital of $23.9 million in cash. Sea-Cat Crewzer II then purchased two high speed offshore catamaran crew boats from the Company for $47.3 million ($44.5 million in cash and $2.8 million in seller financing). During the year ended December 31, 2013, Sea-Cat Crewzer II repaid the seller financing and the Company received $0.2 million of vessel management fees from Sea-Cat Crewzer II.

Dynamic Offshore Drilling. On April 4, 2011, the Company acquired a 19.0% interest in Dynamic Offshore Drilling Ltd. (“Dynamic”), a company established to construct and operate jack-up drilling rigs, for $10.0 million. The first jack-up drilling rig was delivered in the first quarter of 2013.

Sea-Cat Crewzer. Sea-Cat Crewzer LLC (“Sea-Cat Crewzer”) owns and operates two high speed offshore catamaran crew boats. The Company is a guarantor of its proportionate share of Sea-Cat Crewzer’s debt and the amount of the guarantee declines as principal payments are made and will terminate when the debt is repaid. As of December 31, 2013, the Company’s guarantee was $8.4 million. During the year ended December 31, 2013, the Company received dividends of $1.3 million from Sea-Cat Crewzer. During the years ended December 31, 2013, 2012 and 2011, the Company received $0.8 million, $0.8 million and $0.8 million, respectively, of vessel management fees from Sea-Cat Crewzer. During the years ended December 31, 2013, 2012 and 2011, the Company paid $4.8 million, $2.2 million and $2.2 million, respectively, to Sea-Cat Crewzer to bareboat one of its vessels.

Nautical Power. The Company and another offshore operator formed Nautical Power, LLC (“Nautical Power”) to operate one offshore support vessel. Nautical Power bareboat chartered the vessel from a leasing company and that charter terminated in 2013. During the year ended December 31, 2013, the Company received dividends of $5.3 million from Nautical Power.

OSV Partners. On August 13, 2013, the Company and Breem Transportation Services LLC formed SEACOR OSV Partners GP LLC and SEACOR OSV Partners I LP (collectively "OSV Partners") to own and operate six offshore support vessels, two of which were acquired during the year ended December 31, 2013. During the year ended December 31, 2013, OSV Partners closed on a private placement equity offering with third party limited partner members, including the Company, and secured a bank financing arrangement. During the year ended December 31, 2013, the Company contributed $4.1 million in capital in exchange for a 30.4% ownership interest in OSV Partners In addition, the Company provided and was repaid bridge financing of $7.6 million. During the year ended December 31, 2013, the Company sold one offshore support vessel for $14.5 million to OSV Partners. During the year ended December 31, 2013, the Company received $0.2 million of vessel management fees from OSV Partners.

C-Lift. C-Lift was established to construct and operate liftboats. 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 (see Note 4). Upon the acquisition, the Company adjusted its investment in C-Lift to fair value resulting in the recognition of a gain of $4.2 million, net of tax, which is included in equity in earnings (losses) of 50% or less owned companies in the accompanying consolidated statements of income.

Other. The Company’s other Offshore Marine Services 50% or less owned companies operate ten vessels, nine owned and one bareboat chartered-in. During the year ended December 31, 2013, the Company received dividends of $0.9 million and made additional capital contributions and advances of $2.1 million to these 50% or less owned companies. During the years ended December 31, 2012 and 2011, the Company made no additional capital contributions to these 50% or less owned companies. Certain of these 50% or less owned companies obtained bank debt to finance the acquisition of offshore support vessels from the Company. Under the terms of the debt, the bank has the authority to require the parties of these 50% or less owned companies to fund uncalled capital commitments, as defined in the 50% or less owned companies’ partnership agreements, under certain circumstances. In such event, the Company would be required to contribute its allocable share of uncalled capital, which was $2.4 million, in the aggregate, as of December 31, 2013. During the year ended December 31, 2013, the Company sold two offshore support vessels to one of its 50% or less owned companies for $5.4 million. During the year ended December 31, 2011, the Company sold one offshore marine vessel to one of its 50% or less owned companies for $7.6 million. The Company manages certain vessels on behalf of the 50% or less owned companies and guarantees the outstanding charter receivables of one of the 50% or less owned companies if a customer defaults in payment and the Company either fails to take enforcement action against the defaulting customer or fails to assign its right of recovery against the defaulting customer. As of December 31, 2013, the Company’s contingent guarantee of outstanding charter receivables was $1.1 million. During the years ended December 31, 2013, 2012 and 2011, the Company received $0.6 million, $0.6 million and $0.6 million, respectively, of vessel management fees from these 50% or less owned companies.

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. During the years ended December 31, 2013, 2012 and 2011, the Company contributed additional capital in SCFCo of $6.1 million, $3.0 million and $0.8 million, respectively. Additionally, during the year ended December 31, 2013, the Company provided working capital advances of $3.1 million and received repayments on working capital advances of $1.8 million. As of December 31, 2013, $1.3 million of working capital advances remained outstanding.

Bunge-SCF Grain. Bunge-SCF Grain LLC (“Bunge-SCF”) operates a terminal grain elevator in Fairmont City, Illinois. During the years ended December 31, 2013 and 2012, the Company and its partner each made a working capital advances to Bunge-SCF of $2.5 million and $5.0 million, respectively. During the year ended December 31, 2013, the Company received $0.5 million of repayments of working capital advances. During the year ended December 31, 2011, the Company and its partner each contributed $17.3 million in cash to Bunge-SCF Grain. As of December 31, 2013, the total outstanding balance of working capital advances was $7.0 million. In addition, beginning July 29, 2011, Bunge-SCF Grain began operating and managing the Company’s grain storage and handling facility in McLeansboro, Illinois and the Company received $1.0 million, $1.0 million and $0.3 million in rental income for the years ended December 31, 2013, 2012 and 2011, respectively.

SCF Bunge Marine. SCF Bunge Marine LLC (“SCF Bunge Marine”) provides towing services on the U.S. Inland River Waterways, primarily the Mississippi River, Illinois River, Tennessee River and Ohio River. The Company bareboat charters inland river towboats from a third-party leasing company and time charters the equipment to SCF Bunge Marine. The Company's obligations under the bareboat charter are guaranteed by SEACOR and its partner in SCF Bunge Marine. Pursuant to the time charter, the Company received charter fees of $40.8 million, $40.9 million and $41.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. In addition, during the years ended December 31, 2013, 2012 and 2011, SCF Bunge Marine received $41.1 million, $42.6 million and $42.4 million, respectively, for towing services provided to the Company.

Soylutions. On July 29, 2011, the Company obtained a controlling interest in Soylutions through its acquisition of its partner’s interest for $11.9 million in cash, following which the Company owned 100% (see Note 4). Upon the acquisition, the Company adjusted its investment in Soylutions to fair value resulting in the recognition of a gain of $2.3 million, net of tax, which is included in equity in earnings (losses) in 50% or less owned companies in the accompanying consolidated statements of income.

Other. The Company’s other Inland River Services 50% or less owned companies operate a dry cargo vessel and a fabrication facility. During the year ended December 31, 2012, the Company received $0.4 million in distributions from one of these 50% or less owned companies.

Dorian. On July 25, 2013, the Company contributed $57.0 million to Dorian in exchange for a 25% ownership interest. The contribution included $42.1 million in net cash and other consideration valued at $14.9 million that included certain progress payments made toward the construction of two VLGC's, the construction contracts for the two VLGC's, and options to construct additional VLGC's. Dorian currently operates a fleet of three VLGC's in international trade. On November 18, 2013, Dorian completed a second private placement equity offering and the Company contributed an additional $70.4 million in cash. Following the completion of the second private placement equity offering, the Company's ownership percentage was diluted to a 21.8% ownership interest and the Company recognized a $1.1 million gain, net of tax, on the accretion of its investment, which is included in equity in earnings (losses) of 50% or less owned companies in the accompanying consolidated statements of income. On February 6, 2014, Dorian completed a third private placement equity offering in which the Company did not participate and was diluted to a 19.3% ownership interest.

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 47.26% 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 $20.8 million of bridge financing to Trailer Bridge. During the year ended December 31, 2012, the Company recognized $9.8 million of marketable security gains, net related to its investments in Trailer Bridge. During the years ended December 31, 2013 and 2012, the Company received repayments of $2.1 million and $1.1 million, respectively, on the bridge financing.

SeaJon. SeaJon LLC (“SeaJon”) owns an articulated tug-barge operating in the Great Lakes trade. Each partner contributed its ownership interest in a newly constructed articulated tug-barge, which began its charter during 2012. During December 31, 2013, the Company and its partner each made capital contributions of $1.4 million. During the year ended December 31, 2012, SeaJon entered into a $40.0 million bank term loan, secured by the articulated tug-barge and the assignment of its current charter. Upon funding, SeaJon distributed $20.0 million to each of its partners. The term loan requires monthly principal and interest payments and a balloon payment of $29.7 million due April 2017. The Company is a guarantor of its proportionate share of SeaJon's debt up to a maximum of $5.0 million.

Witt O'Brien's. On December 31, 2012, the Company contributed its interest in O'Brien's Response Management Inc. ("ORM") to Witt Group Holdings, LLC (the "ORM Transaction"), which was renamed Witt O'Brien's, LLC ("Witt O'Brien's") in exchange for a 54.2% economic interest and a 50% controlling interest in Witt O'Brien's. Witt O'Brien's is a a global leader in preparedness, crisis management, and disaster response and recovery. As a result of the change in control, the Company recognized equity in losses of 50% or less owned companies of $9.7 million, net of tax, primarily related to the one-time recognition of deferred tax liabilities associated with the deconsolidation of non-deductible goodwill. During the year ended December 31, 2013, the Company received dividends of $2.0 million from Witt O'Brien's.

Hawker Pacific. Hawker Pacific Airservices, Limited (“Hawker Pacific”) is an aviation sales and support organization and a distributor of aviation components from leading manufacturers. On June 1, 2011, the Company contributed its ownership in Avion Logistics Limited (“ALL”), valued at $2.0 million, to Hawker Pacific for an additional 1.7% ownership interest bringing its total ownership percentage to 34.2%. During the year ended December 31, 2012, the Company advanced $3.3 million to Hawker Pacific at an interest rate of 10.0% per annum, which was repaid in December 2012.

Avion. Avion Pacific Limited (“Avion”) is a distributor of aircraft and aircraft related parts. During the years ended December 31, 2012 and 2011, the Company made advances of $11.0 million and $9.5 million, respectively, to Avion. During the years ended December 31, 2013, 2012 and 2011, the Company received repayments of $1.0 million, $15.7 million and $4.6 million, respectively, from Avion on these advances. As of December 31, 2013 and 2012, the Company had outstanding loans to Avion totaling $4.0 million and $5.0 million, respectively.

Illinois Corn Processing. The Company provided ICP a $10.0 million term loan with a maturity in November 2014 and a $20.0 million revolving line of credit with a maturity in January 2013 subject to certain borrowing restrictions. During the year ended December 31, 2011, the Company received principal repayments of $1.7 million on the term loan. During January 2012 and the year ended December 31, 2011, the Company made net advances $0.3 million and $4.3 million, respectively, under the revolving line of credit. 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 controlling interest in ICP through its acquisition of a portion of its partner’s interest for $9.1 million in cash, following which the Company owned 70% (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 (losses) in 50% or less owned companies in the accompanying consolidated statements of income.

Avion Logistics Limited. On June 1, 2011, the Company acquired a controlling interest in Avion Logistics Limited (“ALL”) through the acquisition of its partner’s interest for $1.0 million in cash, following which the Company owned 100%. Upon acquisition, the Company adjusted its investment in ALL to fair value resulting in the recognition of a gain of $0.3 million, net of tax, which is included in equity in earnings of 50% or less owned companies. Following this change in control, the Company contributed its ownership interest in ALL to Hawker Pacific for an additional 1.7% interest in Hawker Pacific.

Other. The Company's other 50% or less owned companies are primarily industrial aviation businesses in Asia. During the year ended December 31, 2013, the Company made $0.7 million of additional investments in these 50% or less owned companies. During the year ended December 31, 2012, the Company received $1.2 million in distributions from one of these 50% or less owned companies.