SEACOR Holdings Announces Results of Operations for Its Second Quarter Ended June 30, 2017 and Provides an Update on Recent Events and Transactions

FORT LAUDERDALE, Fla., Aug. 03, 2017 (GLOBE NEWSWIRE) -- SEACOR Holdings Inc. (NYSE:CKH) (the “Company”) today announced its results for the second quarter ended June 30, 2017.  In connection with the release, Charles Fabrikant, the Company’s Executive Chairman, offered the following comment:

“This year has been transformative for SEACOR and in order to provide context this release follows a slightly different format.  The following comments are hopefully a useful update and perspective on recent transactions and our current business.  This release focuses on our continuing operations, inland river transport and logistics, and shipping services and provides results for the quarter.

As noted in the discussion of discontinued operations, in addition to the Spin-off of SEACOR Marine Holdings Inc., the Company’s former Offshore Marine Services segment, we sold Illinois Corn Processing after the close of the calendar quarter.  In addition to the gain of $11.6 million, net of tax, noted below, the Company also took out a final distribution of $17.3 million prior to the sale.  We acquired our initial 50% interest in ICP in 2009 for $15.0 million and purchased an additional 20% interest in 2012 for $9.1 million.  We received aggregate distributions of $42.6 million in addition to the proceeds from the sale and calculated that this investment produced an approximate 25% internal rate of return on capital.

The most important post-June 30, 2017 events are the acquisition of International Shipholding Corporation (“ISH”) and the execution of a series of amendments and charter extensions for several of SEA-Vista’s tankers resulting in a substantial increase to SEA-Vista’s backlog.

The new charter extensions add approximately $100 million in bareboat charter (net lease) revenue and increase SEA-Vista’s revenue backlog to approximately $450 million.  The backlog positions SEA-Vista to reduce debt and potentially capitalize on opportunity should the current oversupply of Jones Act coastwise equipment produce one.  SEA-Vista expects to place its multi-grade chemical carrier in service in the spot market this August, after which it has no spot exposure until mid-2018.

The most exciting development is the successful culmination of many months working with ISH, its creditors and advisors to complete its exit from chapter 11 bankruptcy as a subsidiary of SEACOR Holdings Inc.  This acquisition capitalizes on our shipping group’s technical management skills and, most importantly, diversifies our marine business.

• United Ocean Services operates three Jones Act dry bulk carriers which support the cross-Gulf trade of fertilizer, phosphate rock, coal, and petroleum coke.  They are three of 17 Jones Act coastwise dry bulk carriers, but the largest in terms of cargo capacity and the most efficient to service their existing trade lanes.  The ships are chartered through February 2018.  Customers include Tampa Electric and the Mosaic Company. 
    
• CG Rail Inc. (CGR) is a short line railroad that operates two rail ferries, each capable of loading 113 railcars.  CGR has terminal operations in Mobile and Coatzacoalcos, Mexico, allowing railcars to access its ships and transit more quickly than overland routes from the U.S. and Canada to Mexico.  CGR also has a full service rail car repair facility in Mobile, Alabama. 
    
• Central Gulf Lines, Inc. and Waterman Steamship Company (“CGL”), two long-established U.S. based shipping lines, charter and operate U.S.-flag vessels which are enrolled in the U.S. government’s Maritime Security Program.  At present CGL is running four roll-on, roll-off vessels, generally referred to as “PCTC’s” (Pure-Car-Truck-Carriers), moving U.S. military cargo as well as commercial and U.S. government-impelled cargo.

The ISH assets and businesses are an excellent complement to SEACOR Holding’s other business lines including: Shipping Services’ Harbor Towing operations, SEACOR Island Lines, SEA-Vista’s tanker operations, Seabulk Fleet Management services, and our joint venture interest in Trailer Bridge, a regional Jones Act liner operation that primarily moves cargo from Jacksonville to Puerto Rico.”

SECOND QUARTER RESULTS

Discontinued Operations

Spin-off of SEACOR Marine - On June 1, 2017, the Company completed the spin-off of its Offshore Marine Services business segment (the “Spin-off”) by means of a dividend to its shareholders of all the issued and outstanding common stock of SEACOR Marine Inc. (“SEACOR Marine”).  SEACOR Marine is now a stand-alone public company whose common stock is listed on the New York Stock Exchange under the symbol “SMHI.”

Disposition of Illinois Corn Processing - On July 3, 2017, the Company effected the sale of its 70% interest in Illinois Corn Processing LLC (“ICP”) for $21.0 million in cash and a note from the buyer for $32.7 million, resulting in a third quarter gain of $11.6 million, net of tax.

As a result of the consummation of these transactions, historical results for all periods presented in the financial statements and tables in this release present the financial position, results of operations and cash flows of SEACOR Marine and ICP as discontinued operations.

Continuing Operations

The Company’s primary continuing operations include Inland River Services, Shipping Services and Witt O’Brien’s, which provides emergency management and risk consultancy services.

For the quarter ended June 30, 2017, net loss from continuing operations attributable to SEACOR Holdings Inc. was $6.8 million ($0.39 per diluted share) and includes:

• a net loss of $14.0 million ($0.81 per diluted share) related to the Company’s investment in 9,177,135 shares of Dorian LPG Ltd. (“Dorian”); 
    
• a net loss of $5.8 million ($0.34 per diluted share) primarily related to the accelerated vesting of share awards in connection with the Spin-off; 
    
• net income of $10.9 million ($0.63 per diluted share) following the termination of the exchange option for the Company’s common stock (the “Exchange Option”) on SEACOR Marine’s convertible senior notes in connection with the Spin-off; and 
    
• net income of $4.5 million ($0.26 per diluted share) for the Company’s proportionate share of a gain on the sale of a joint ventured dry-bulk articulated tug-barge.

For the six months ended June 30, 2017, net income from continuing operations attributable to SEACOR Holdings Inc. was $2.9 million ($0.17 per diluted share) and includes:

• a net loss of $5.8 million ($0.33 per diluted share) primarily related to the accelerated vesting of share awards in connection with the Spin-off; and 
    
• net income of $12.6 million ($0.72 per diluted share) following the termination of the Exchange Option on SEACOR Marine’s convertible senior notes in connection with the Spin-off.

For the preceding quarter ended March 31, 2017, net income from continuing operations attributable to SEACOR Holdings Inc. was $9.7 million ($0.56 per diluted share) and includes:

• net income of $13.8 million ($0.80 per diluted share) related to the Company’s investment in Dorian; and 
    
• net income of $1.7 million ($0.10 per diluted share) related to the change in fair value of the Exchange Option on SEACOR Marine’s convertible senior notes.

A comparison of results for the quarter ended June 30, 2017 with the preceding quarter ended March 31, 2017 is included in the “Highlights for the Quarter” discussion below.

Operating income before depreciation and amortization (“OIBDA” - see disclosure related to Non-GAAP measures in the statements of income (loss) and segment information tables herein) was $26.5 million in the second quarter compared with $20.1 million in the preceding quarter.

Highlights for the Quarter

Inland River Services - Operating income was $0.4 million compared with an operating loss of $0.1 million in the preceding quarter.  OIBDA was $6.9 million on operating revenues of $37.6 million compared with $6.5 million on operating revenues of $42.7 million in the preceding quarter.  Operating income and OIBDA for the second quarter included gains on asset dispositions of $5.9 million primarily related to the sale of one inland river towboat.  During the second quarter the Company also sold and leased back 50 dry-cargo barges resulting in a gain of $8.6 million of which $0.9 million was recognized currently and $7.7 million was deferred and will be recognized as a reduction of leased-in expense over the lease back period of 84 months.

Operating results, excluding gains (losses) on asset dispositions and impairments, were $5.2 million lower compared with the preceding quarter.  Operating results for the dry-cargo barge pools were lower primarily due to lower rates and reduced demand for grain exports.

Operating results for terminal operations were lower primarily due to extended closures of certain terminal locations as a consequence of high water and lower seasonal activity.

In addition, compensation costs were $0.8 million higher related to the accelerated vesting of share awards in connection with the Spin-off.

Foreign currency losses of $1.6 million were primarily due to the weakening of the Colombian peso in relation to the U.S. dollar underlying certain of the Company’s intercompany lease obligations.

Equity in losses of 50% or less owned companies of $1.3 million reflected an improvement in the operating results of SCFCo, the Company’s joint venture operating on the Parana-Paraguay River Waterway, as a consequence of improving market conditions for moving iron ore, industrial commodities and agricultural products.  The improvement in SCFCo was partially offset by losses from SCF Bunge Marine, the Company’s joint venture that operates six inland river towboats, primarily due to navigational restrictions and downtime from engine overhaul and related repairs for one of its towboats.

Shipping Services - Operating income was $20.0 million compared with $13.6 million in the preceding quarter.  OIBDA was $30.2 million on operating revenues of $72.0 million compared with $22.8 million on operating revenues of $67.6 million in the preceding quarter.  OIBDA in the first quarter included $11.3 million attributable to noncontrolling interests compared with $10.1 million in the preceding quarter.

Operating results were $6.4 million higher primarily due to the following:

• lower drydocking and maintenance and repair costs for harbor towing and SEACOR Island Lines; 
    
• the impact of a full quarter of operations from one U.S.-flag product tanker placed into service during March 2017; and 
    
• higher demand for SEACOR Island Lines’ services.

These improvements were partially offset by $0.8 million of higher compensation costs related to the accelerated vesting of share awards in connection with the Spin-off.

Equity in earnings of 50% or less owned companies of $5.6 million primarily relates to a $4.5 million gain on the sale of a joint ventured dry-bulk articulated tug-barge and the operating results of Trailer Bridge, the Company’s joint venture operating in the Puerto Rico liner trade.

Corporate and Eliminations - Administrative and general expenses during the second quarter include $5.3 million of compensation costs primarily related to the accelerated vesting of share awards as a consequence of the Spin-off.

Derivative gains during the second quarter were primarily due to the termination of the Exchange Option on SEACOR Marine’s convertible senior notes in connection with the Company’s completion of the Spin-off.

Debt Extinguishment Losses - During the second quarter, the Company purchased $7.6 million in principal amount of its 7.375% Senior Notes for $7.7 million resulting in losses on debt extinguishment of $0.2 million and purchased $48.4 million in principal amount of its 2.5% Convertible Senior Notes for $48.6 million resulting in gains on debt extinguishment of $0.1 million.

Marketable Security Gains (Losses) - Marketable security results during the second quarter were primarily attributable to marking to market the Company’s investment in 9,177,135 shares of Dorian, a publicly traded company listed on the New York Stock Exchange under the symbol “LPG.”  The Company recognized unrealized losses related to Dorian of $21.6 million compared with gains of $21.3 million in the preceding quarter.  The closing share price of Dorian was $8.18 and $10.53 as of June 30, 2017 and March 31, 2017, respectively.  The Company’s cost basis in Dorian is $13.66 per share.  The closing share price of Dorian was $7.04 as of August 3, 2017.

Capital Commitments - The Company’s capital commitments as of June 30, 2017 by year of expected payment were as follows (in thousands):

Shipping Services’ capital commitments included one U.S.-flag chemical and petroleum articulated tug-barge and two U.S.-flag harbor tugs.  Inland River Services’ capital commitments included two inland river towboats and other equipment and improvements.

Liquidity and Debt - As of June 30, 2017, the Company’s balances of cash, cash equivalents, restricted cash, marketable securities and construction reserve funds totaled $365.9 million.  Total outstanding debt was $741.2 million, which includes $274.4 million of debt owed by SEA-Vista that is non-recourse to the Company and its subsidiaries other than SEA-Vista.  SEA-Vista’s debt was partially used to fund the construction of four product carriers in the U.S. coastwise tanker and chemical trades.  SEA-Vista is a consolidated venture and had $17.0 million of borrowing capacity under its credit facility as of June 30, 2017 .  Subsequent to June 30, 2017, SEA-Vista borrowed $11.0 million under its credit facility.

As of June 30, 2017, the remaining principal amount outstanding of the Company’s 2.5% Convertible Senior Notes of $108.7 million are included in current liabilities as the holders may require the Company to repurchase these notes on December 19, 2017.

SEACOR is a diversified holding company with interests in domestic and international transportation and logistics and risk management consultancy.  SEACOR is publicly traded on the New York Stock Exchange (NYSE) under the symbol CKH.

Certain statements discussed in this release as well as in other reports, materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters.  These statements are not guarantees of future performance and actual events or results may differ significantly from these statements.  Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, including weakening demand for the Company’s services as a result of unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or failures to finalize commitments to charter vessels, increased government legislation and regulation of the Company’s businesses could increase cost of operations, increased competition if the Jones Act is repealed, liability, legal fees and costs in connection with the provision of emergency response services, decreased demand for the Company’s services as a result of declines in the global economy, declines in valuations in the global financial markets and a lack of liquidity in the credit sectors, including, interest rate fluctuations, availability of credit, inflation rates, change in laws, trade barriers, commodity prices and currency exchange fluctuations, activity in foreign countries and changes in foreign political, military and economic conditions, changes in foreign and domestic oil and gas exploration and production activity, safety record requirements related to Shipping Services, decreased demand for Shipping Services due to construction of additional refined petroleum product, natural gas or crude oil pipelines or due to decreased demand for refined petroleum products, crude oil or chemical products or a change in existing methods of delivery, compliance with U.S. and foreign government laws and regulations, including environmental laws and regulations and economic sanctions, the dependence of Inland River Services and Shipping Services on several key customers, consolidation of the Company’s customer base, the ongoing need to replace aging vessels, industry fleet capacity, restrictions imposed by the Shipping Acts on the amount of foreign ownership of the Company’s Common Stock, operational risks of Inland River Services and Shipping Services, effects of adverse weather conditions and seasonality, the level of grain export volume, the effect of fuel prices on barge towing costs, variability in freight rates for inland river barges, the effect of international economic and political factors on Inland River Services’ operations, adequacy of insurance coverage, the ability to recognize the anticipated benefits of the Spin-off, the ability to remediate the material weaknesses the Company has identified in its internal controls over financial reporting, the attraction and retention of qualified personnel by the Company, and various other matters and factors, many of which are beyond the Company’s control as well as those discussed in Item 1A (Risk Factors) of the Company’s Annual report on Form 10-K and other reports filed by the Company with the SEC.  It should be understood that it is not possible to predict or identify all such factors.  Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties.  Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law.  It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including  Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any).  These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.

For additional information, contact Molly Hottinger at (954) 627-5278 or visit SEACOR’s website at www.seacorholdings.com.