SMHI 10-Q Quarterly Report Sept. 30, 2024 | Alphaminr
SEACOR Marine Holdings Inc.

SMHI 10-Q Quarter ended Sept. 30, 2024

SEACOR MARINE HOLDINGS INC.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024 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 1-37966

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

47-2564547

(State or Other Jurisdiction of

Incorporation or Organization)

(IRS Employer

Identification No.)

12121 Wickchester Lane , Suite 500 , Houston , TX

77079

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( 346 ) 980-1700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock , par value $0.01 per share

SMHI

New York Stock Exchange

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of October 25, 2024 was 27,645,262 . The registrant has no other class of common stock outstanding.


SEACOR MARINE HOLDINGS INC.

Table of Contents

Part I.

Financial Information

1

Item 1.

Financial Statements (Unaudited)

1

Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023

1

Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023

2

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023

3

Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023

4

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023

6

Notes to Condensed Consolidated Financial Statements

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

44

Item 4.

Controls and Procedures

44

Part II.

Other Information

45

Item 1.

Legal Proceedings

45

Item 1A.

Risk Factors

45

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

45

Item 3.

Default Upon Senior Securities

45

Item 4.

Mine Safety Disclosures

45

Item 5.

Other Information

45

Item 6.

Exhibits

46

i


PART I—FINANC IAL INFORMATION

ITEM 1. FINANC IAL STATEMENTS

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONS OLIDATED BALANCE SHEETS

(in thousands, except share data)

September 30, 2024

December 31, 2023

ASSETS

Current Assets:

Cash and cash equivalents

$

35,601

$

67,455

Restricted cash

2,263

16,676

Receivables:

Trade, net of allowance for credit loss of $ 4,687 and $ 4,543 as of September 30, 2024 and December 31, 2023, respectively

76,497

63,728

Other

7,841

11,049

Tax receivable

983

983

Inventories

3,139

1,609

Prepaid expenses and other

4,840

2,686

Assets held for sale

500

Total current assets

131,164

164,686

Property and Equipment:

Historical cost

921,445

918,823

Accumulated depreciation

( 362,604

)

( 324,141

)

558,841

594,682

Construction in progress

11,935

10,362

Net property and equipment

570,776

605,044

Right-of-use asset - operating leases

3,575

4,291

Right-of-use asset - finance leases

19

37

Investments, at equity, and advances to 50% or less owned companies

2,046

4,125

Other assets

1,864

2,153

Total assets

$

709,444

$

780,336

LIABILITIES AND EQUITY

Current Liabilities:

Current portion of operating lease liabilities

$

494

$

1,591

Current portion of finance lease liabilities

17

35

Current portion of long-term debt

28,605

28,365

Accounts payable

22,744

27,562

Accrued wages and benefits

5,179

5,083

Accrued interest

3,681

1,850

Unearned revenue

2,472

687

Accrued capital, repair, and maintenance expenditures

8,474

2,471

Accrued insurance deductibles and premiums

3,079

3,189

Other current liabilities

5,923

6,253

Total current liabilities

80,668

77,086

Long-term operating lease liabilities

3,221

3,529

Long-term finance lease liabilities

4

6

Long-term debt

272,325

287,544

Deferred income taxes

26,802

35,718

Deferred gains and other liabilities

1,416

2,229

Total liabilities

384,436

406,112

Equity:

SEACOR Marine Holdings Inc. stockholders’ equity:

Common stock, $ .01 par value, 60,000,000 shares authorized; 28,442,188 and 27,665,792 shares issued as of September 30, 2024 and December 31, 2023, respectively

287

280

Additional paid-in capital

477,661

472,692

Accumulated deficit

( 154,374

)

( 102,425

)

Shares held in treasury of 796,926 and 418,014 as of September 30, 2024 and December 31, 2023, respectively, at cost

( 8,110

)

( 4,221

)

Accumulated other comprehensive income, net of tax

9,223

7,577

324,687

373,903

Noncontrolling interests in subsidiaries

321

321

Total equity

325,008

374,224

Total liabilities and equity

$

709,444

$

780,336

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

1


SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOL IDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except share data)

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Operating Revenues

$

68,916

$

76,900

$

201,553

$

206,428

Costs and Expenses:

Operating

52,907

40,142

150,526

116,381

Administrative and general

11,019

12,300

33,825

37,636

Lease expense

364

651

1,331

2,069

Depreciation and amortization

12,928

13,462

38,749

40,799

77,218

66,555

224,431

196,885

Gains (Losses) on Asset Dispositions and Impairments, Net

1,821

( 512

)

1,857

3,352

Operating (Loss) Income

( 6,481

)

9,833

( 21,021

)

12,895

Other Income (Expense):

Interest income

358

340

1,396

1,222

Interest expense

( 10,127

)

( 9,536

)

( 30,626

)

( 27,060

)

Loss on debt extinguishment

( 2,004

)

( 2,004

)

Derivative gains (losses), net

67

( 372

)

Foreign currency (losses) gains, net

( 1,717

)

571

( 2,357

)

( 857

)

Other, net

29

( 66

)

( 11,390

)

( 10,629

)

( 32,025

)

( 28,699

)

Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies

( 17,871

)

( 796

)

( 53,046

)

( 15,804

)

Income Tax (Benefit) Expense

( 513

)

2,360

( 270

)

2,421

Loss Before Equity in Earnings of 50% or Less Owned Companies

( 17,358

)

( 3,156

)

( 52,776

)

( 18,225

)

Equity in Earnings of 50% or Less Owned Companies

1,012

2,273

878

3,182

Net Loss

$

( 16,346

)

$

( 883

)

$

( 51,898

)

$

( 15,043

)

Net Loss Per Share:

Basic

$

( 0.59

)

$

( 0.03

)

$

( 1.88

)

$

( 0.56

)

Diluted

( 0.59

)

( 0.03

)

( 1.88

)

( 0.56

)

Weighted Average Common Stock and Warrants Outstanding:

Basic

27,772,733

27,181,754

27,615,699

27,048,656

Diluted

27,772,733

27,181,754

27,615,699

27,048,656

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

2


SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,

2024

2023

2024

2023

Net Loss

$

( 16,346

)

$

( 883

)

$

( 51,898

)

$

( 15,043

)

Other Comprehensive Income (Loss):

Foreign currency translation gains (losses)

1,774

( 1,679

)

1,646

( 79

)

Derivative gains on cash flow hedges

3

56

Reclassification of derivative gains on cash flow hedges to interest expense

( 199

)

( 571

)

1,774

( 1,875

)

1,646

( 594

)

Income Tax Expense

1,774

( 1,875

)

1,646

( 594

)

Comprehensive Loss

$

( 14,572

)

$

( 2,758

)

$

( 50,252

)

$

( 15,637

)

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

3


SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share data)

Shares of
Common
Stock
Outstanding

Common
Stock

Additional
Paid-In
Capital

Shares
Held in
Treasury

Treasury
Stock

Accumulated Deficit

Accumulated
Other
Comprehensive
Income

Non-
Controlling
Interests In
Subsidiaries

Total
Equity

For the Nine Months Ended September 30, 2024

December 31, 2023

27,184,778

$

280

$

472,692

481,014

$

( 4,221

)

$

( 102,425

)

$

7,577

$

321

$

374,224

Restricted stock grants

563,271

6

6

Amortization of share awards

4,829

4,829

Exercise of options

12,166

140

140

Restricted stock vesting

( 251,333

)

251,333

( 3,120

)

( 3,120

)

Performance restricted stock vesting

96,150

61,305

( 769

)

( 769

)

Director share awards

43,504

1

1

Director restricted stock vesting

( 3,274

)

3,274

Net loss

( 51,898

)

( 51,898

)

Other comprehensive income

( 51

)

1,646

1,595

September 30, 2024

27,645,262

$

287

$

477,661

796,926

$

( 8,110

)

$

( 154,374

)

$

9,223

$

321

$

325,008

For the Three Months Ended September 30, 2024

June 30, 2024

27,636,184

$

286

$

476,020

796,926

$

( 8,110

)

$

( 138,028

)

$

7,449

$

321

$

337,938

Amortization of share awards

1,603

1,603

Exercise of options

3,000

38

38

Director share awards

6,078

1

1

Net loss

( 16,346

)

( 16,346

)

Other comprehensive income

1,774

1,774

September 30, 2024

27,645,262

$

287

$

477,661

796,926

$

( 8,110

)

$

( 154,374

)

$

9,223

$

321

$

325,008

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

4


Shares of
Common
Stock
Outstanding

Common
Stock

Additional
Paid-In
Capital

Shares
Held in
Treasury

Treasury
Stock

Accumulated Deficit

Accumulated
Other
Comprehensive
Income

Non-
Controlling
Interests In
Subsidiaries

Total
Equity

For the Nine Months Ended September 30, 2023

December 31, 2022

26,702,161

$

272

$

466,669

248,638

$

( 1,852

)

$

( 93,111

)

$

6,847

$

321

$

379,146

Restricted stock grants

525,397

6

6

Amortization of share awards

4,483

4,483

Exercise of options

834

6

6

Exercise of warrants

117,394

1

121

( 1

)

Restricted stock vesting

( 232,239

)

232,239

( 2,368

)

( 2,368

)

Director share awards

60,938

1

1

Forfeiture of employee share awards

( 15,000

)

Net loss

( 15,043

)

( 15,043

)

Other comprehensive loss

( 594

)

( 594

)

September 30, 2023

27,159,485

$

280

$

471,158

480,998

$

( 4,221

)

$

( 108,154

)

$

6,253

$

321

$

365,637

For the Three Months Ended September 30, 2023

June 30, 2023

27,159,485

$

280

$

469,618

480,998

$

( 4,221

)

$

( 107,271

)

$

8,128

$

321

$

366,855

Amortization of share awards

1,540

1,540

Net loss

( 883

)

( 883

)

Other comprehensive loss

( 1,875

)

( 1,875

)

September 30, 2023

27,159,485

$

280

$

471,158

480,998

$

( 4,221

)

$

( 108,154

)

$

6,253

$

321

$

365,637

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

5


SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDA TED STATEMENTS OF CASH FLOWS

(in thousands)

Nine Months Ended September 30,

2024

2023

Cash Flows from Operating Activities:

Net Loss

$

( 51,898

)

$

( 15,043

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

38,749

40,799

Deferred financing costs amortization

890

1,300

Stock-based compensation expense

4,836

4,490

Debt discount amortization

5,980

4,899

Allowance for credit losses

144

3,253

Gain from equipment sales, retirements or impairments

( 1,857

)

( 3,352

)

Loss on debt extinguishment

177

Derivative losses

372

Interest on finance leases

1

201

Settlements on derivative transactions, net

164

577

Currency losses

2,357

857

Deferred income taxes

( 8,916

)

( 7,701

)

Equity earnings

( 878

)

( 3,182

)

Dividends received from 50% or less owned companies

2,916

2,075

Changes in Operating Assets and Liabilities:

Accounts receivables

( 10,049

)

( 13,743

)

Other assets

( 2,653

)

1,555

Accounts payable and accrued liabilities

1,052

( 6,732

)

Net cash (used in) provided by operating activities

( 18,790

)

10,430

Cash Flows from Investing Activities:

Purchases of property and equipment

( 4,284

)

( 6,960

)

Proceeds from disposition of property and equipment

2,417

8,038

Principal payments on notes due from others

15,000

Net cash (used in) provided by investing activities

( 1,867

)

16,078

Cash Flows from Financing Activities:

Payments on long-term debt

( 21,833

)

( 22,992

)

Payments on debt extinguishment

( 131,604

)

Payments on debt extinguishment cost

( 1,827

)

Proceeds from issuance of long-term debt, net of issuance costs

148,388

Payments on finance leases

( 28

)

( 522

)

Proceeds from exercise of stock options

140

6

Tax withholdings on restricted stock vesting and director share awards

( 3,889

)

( 2,368

)

Net cash used in financing activities

( 25,610

)

( 10,919

)

Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents

2

Net Change in Cash, Restricted Cash and Cash Equivalents

( 46,267

)

15,591

Cash, Restricted Cash and Cash Equivalents, Beginning of Period

84,131

43,045

Cash, Restricted Cash and Cash Equivalents, End of Period

$

37,864

$

58,636

Supplemental disclosures:

Cash paid for interest, excluding capitalized interest

$

21,925

$

21,045

Income taxes paid, net

50

1,730

Noncash Investing and Financing Activities:

(Decrease) increase in capital expenditures in accounts payable and accrued liabilities

( 1,100

)

826

Recognition of a new right-of-use asset - operating leases

348

Recognition of a new right-of-use asset - financing leases

7

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

6


SEACOR MARINE HOLDINGS INC.

NOTES TO CONDENSED CONSOLI DATED FINANCIAL STATEMENTS

(unaudited)

1.
BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of SEACOR Marine Holdings Inc. and its consolidated subsidiaries (the “Company”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the unaudited condensed consolidated financial statements for the periods indicated. 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 (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).

Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the “Company” refers to SEACOR Marine Holdings Inc. and its consolidated subsidiaries, and any reference in this Quarterly Report on Form 10-Q to “SEACOR Marine” refers to SEACOR Marine Holdings Inc. without its consolidated subsidiaries.

Recently Issued Accounting Standards.

On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose information about their effective tax rate reconciliation and information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company has not yet determined the impact that the adoption of the standard will have on the Company’s consolidated financial position, results of operations and disclosures.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company has not yet determined the impact that the adoption of the standard will have on the Company’s consolidated financial position, results of operations and disclosures.

On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the United States Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective date is contingent on when the SEC removes the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position, results of operations and disclosures.

7


Accounting Policies.

Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR Marine and its controlled subsidiaries. Control is generally deemed to exist if the Company has greater than 50 % of the voting rights of a subsidiary. All significant intercompany accounts and transactions are eliminated in the combination and consolidation.

Noncontrolling interests in consolidated subsidiaries are included in the consolidated balance sheets as a separate component of equity. The Company reports consolidated net income (loss) inclusive of both the Company’s and the noncontrolling interests’ share, as well as the amounts of consolidated net income (loss) attributable to each of the Company and the noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former controlled subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value. If a subsidiary is consolidated upon the business acquisition of controlling interests by the Company, any previous noncontrolled equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value.

The Company employs the equity method of accounting for investments in 50% or less owned companies that it does not control but has the ability to exercise significant influence over the operating and financial policies of the business venture. Significant influence is generally deemed to exist if the Company has between 20 % and 50 % of the voting rights of a business venture but may exist when the Company’s ownership percentage is less than 20%. In certain circumstances, the Company may have an economic interest in excess of 50% but may not control and consolidate the business venture. Conversely, the Company may have an economic interest less than 50% but may control and consolidate the business venture. The Company reports its investments in and advances to these business ventures in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings from investments in 50% or less owned companies in the accompanying consolidated statements of income (loss) as equity in earnings of 50% or less owned companies, net of tax.

Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current period presentation.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates and those differences may be material.

Revenue Recognition . Revenue is recognized when (or as) the Company transfers promised goods or services to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services to its customers. The Company recognizes revenue, net of sales taxes, based on its estimates of the consideration the Company expects to receive. Costs to obtain or fulfill a contract are expensed as incurred.

The Company earns revenue primarily from the time charter and bareboat charter of vessels to customers. Since the Company charges customers based upon daily rates of hire, vessel revenues are recognized on a daily basis throughout the contract period. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer and the customer assumes responsibility for all operating expenses and assumes all risks of operation. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.

8


In the Company’s operating areas, contracts or charters vary in length from several days to multi-year periods. Many of the Company’s contracts and charters include cancellation clauses without early termination penalties. As a result of cancellations, options and frequent renewals, the stated duration of charters may not correlate with the length of time the vessel is contracted for to provide services to a particular customer.

The Company contracts with various customers to carry out management services for vessels as agents for and on behalf of ship owners. These services include crew management, technical management, commercial management, insurance arrangements, sale and purchase of vessels, provisions and bunkering. As the manager of the vessels, the Company undertakes to use its best endeavors to provide the agreed management services as agents for and on behalf of the owners in accordance with sound ship management practice and to protect and promote the interest of the owners in all matters relating to the provision of services thereunder. The Company also contracts with various customers to carry out management services regarding engineering for vessel construction and vessel conversions. The vast majority of the ship management agreements span one to three years and are typically billed on a monthly basis. The Company transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred.

Revenue that does not meet these criteria is deferred until the criteria is met and is considered a contract liability and is recognized as such. Contract liabilities, which are included in unearned revenue in the accompanying consolidated balance sheets, as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30, 2024

December 31, 2023

Balance at beginning of period

$

687

$

2,333

Unearned revenues during the period

5,859

6,501

Revenues recognized during the period

( 4,074

)

( 8,147

)

Balance at end of period

$

2,472

$

687

As of September 30, 2024 and December 31, 2023 , the Company had unearned revenue of $ 2.5 million and $ 0.7 million, respectively, primarily related to mobilization of vessels.

Direct Operating Expenses. Direct operating costs and expenses, other than leased-in equipment expense, consist primarily of costs and expenses such as: personnel; repairs and maintenance; drydocking; insurance and loss reserves; fuel, lubes and supplies; and other expenses, which include costs such as brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, and customs and importation duties. Direct operating costs are expensed as incurred.

Cash and Cash Equivalents. The Company considers all highly liquid investments, with an original maturity of three months or less from the date purchased, to be cash equivalents.

Restricted Cash. Restricted cash primarily relates to banking facility requirements.

Trade and Other Receivables and Allowance for Credit Losses. Customers are primarily major integrated national, international oil companies, large independent oil and natural gas exploration and production companies and established wind farm construction companies. Customers are granted credit on a short-term basis and the related credit risks are minimal. Other receivables consist primarily of operating expenses the Company incurs in relation to vessels it manages for other entities, as well as insurance and income tax receivables. The Company routinely reviews its receivables and makes provisions for expected credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or

9


acquired. However, those provisions are estimates and actual results may materially differ from those estimates. After collection efforts have been exhausted, trade receivables that are deemed uncollectible are removed from both accounts receivable and the allowance for credit losses.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the time period beyond which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older vessels that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of the asset’s remaining useful life, typically the period until the next survey or certification date. As of September 30, 2024 , the estimated useful life of the Company’s new offshore support vessels was 20 years.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. There was no capitalized interest recognized during the nine months ended September 30, 2024 and 2023 .

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations when indicators of impairment are present. These indicators may include a significant decrease in the market price of a long-lived asset or asset group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If the carrying values of the assets are not recoverable, as determined by their estimated future undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value.

During the nine months ended September 30, 2024 , the Company did no t record impairment charges on any owned or leased-in vessels. During the nine months ended September 30, 2023, the Company recorded impairment charges of $ 0.3 million for one leased-in anchor handling towing supply vessel (“AHTS”) to adjust for indicative future cash flows. There were no impairments of other owned or leased-in vessels. Impairment charges are included in gains (losses) on asset dispositions and impairments in the accompanying consolidated statements of income (loss). Estimated fair values for the Company owned vessels were established by independent appraisers based on researched market information, replacement cost information and other data.

For vessel classes and individual vessels with indicators of impairment as of September 30, 2024, the Company estimated that their future undiscounted cash flows exceeded their current carrying values. However, the Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, especially in light of the continued volatility in commodity prices as well as the timing and cost of reactivating cold-stacked vessels. If market conditions decline, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce

10


the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers.

Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. During the nine months ended September 30, 2024 and 2023 , the Company did no t recognize any impairment charges related to its 50% or less owned companies.

Income Taxes. During the nine months ended September 30, 2024 , the Company’s effective income tax rate of ( 0.5 )% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit for U.S. income tax purposes.

Accumulated Other Comprehensive Income (Loss). The components of accumulated other comprehensive income were as follows (in thousands):

SEACOR Marine Holdings Inc.
Stockholders’ Equity

Foreign
Currency
Translation
Adjustments

Derivative
Gains (Losses) on
Cash Flow
Hedges, net

Total Other
Comprehensive
Income

December 31, 2023

$

7,577

$

$

7,577

Other comprehensive income

1,646

1,646

Balance as of September 30, 2024

$

9,223

$

$

9,223

Earnings ( Loss) Per Share. Basic earnings/loss per share of Common Stock of SEACOR Marine is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $ 0.01 per share (“Warrants”) issued and outstanding during the relevant periods. The Warrants are included in the basic earnings/loss per share of Common Stock because the shares issuable upon exercise of the Warrants are issuable for de minimis cash consideration and therefore not anti-dilutive. Diluted earnings/loss per share of Common Stock is computed based on the weighted average number of shares of Common Stock and Warrants issued and outstanding plus the effect of other potentially dilutive securities through the application of the treasury stock method and the if-converted method that assumes all shares of Common Stock have been issued and outstanding during the relevant periods pursuant to the conversion of the New Convertible Notes unless anti-dilutive.

For the three and nine months ended September 30, 2024 and 2023 , diluted loss per share of Common Stock excluded 2,978,724 shares of Common Stock issuable upon conversion of the New Convertible Notes as the effect of their inclusion in the computation would be anti-dilutive.

In addition, for the three and nine months ended September 30, 2024 and 2023 diluted loss per share of Common Stock excluded 1,392,226 and 1,642,084 shares of restricted stock, respectively, and 1,013,865 and 1,026,031 shares of Common Stock, respectively, issuable upon exercise of outstanding stock options, as the effect of their inclusion in the computation would be anti-dilutive.

11


2.
EQUIPMENT ACQUISITIONS AND DISPOSITIONS

During the nine months ended September 30, 2024, capital expenditures were $ 4.3 million and there were no equipment deliveries. During the nine months ended September 30, 2024, the Company sold one AHTS , previously classified as held for sale, and other equipment for net cash proceeds of $ 2.4 million, after transaction costs, and a gain of $ 1.9 million. During the nine months ended September 30, 2023 , the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $ 8.0 million, after transaction costs, and a gain of $ 2.7 million.

3.
INVESTMENTS, AT EQUITY AND ADVANCES TO 50% OR LESS OWNED COMPANIES

Investments, at equity, and advances to 50% or less owned companies as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

Ownership

September 30, 2024

December 31, 2023

Seabulk Angola

49.0

%

$

337

$

1,668

SEACOR Marine Arabia

45.0

%

1,637

2,385

Other

20.0 % - 50.0 %

72

72

$

2,046

$

4,125

4.
LONG-TERM DEBT

The Company’s long-term debt obligations as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

September 30, 2024

December 31, 2023

Guaranteed Notes

$

90,000

$

90,000

New Convertible Notes

35,000

35,000

2023 SMFH Credit Facility

109,800

118,950

Sea-Cat Crewzer III Term Loan Facility

11,752

14,227

SEACOR Delta Shipyard Financing

61,979

68,647

SEACOR Alpine Credit Facility

22,660

26,200

Total principal due for long-term debt

331,191

353,024

Current portion due within one year

( 28,605

)

( 28,365

)

Unamortized debt discount

( 26,905

)

( 32,885

)

Deferred financing costs

( 3,356

)

( 4,230

)

Long-term debt, less current portion

$

272,325

$

287,544

As of September 30, 2024, the Company was in compliance with all debt covenants and lender requirements.

Letters of Credit . As of September 30, 2024 , the Company had outstanding letters of credit of $ 0.4 million securing lease obligations, labor and performance guaranties.

5.
LEASES

As of September 30, 2024 , the Company leased-in certain facilities and other equipment. The leases typically contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. The lease terms of certain facilities and other equipment had a duration ranging from nine to 267 months.

12


As of September 30, 2024, future minimum payments for leases for the remainder of 2024 and the years ended December 31, noted below, were as follows (in thousands):

Operating Leases

Finance Leases

Remainder of 2024

$

183

$

10

2025

806

9

2026

474

3

2027

400

1

2028

341

Years subsequent to 2028

2,872

5,076

23

Interest component

( 1,361

)

( 2

)

3,715

21

Current portion of long-term lease liabilities

494

17

Long-term lease liabilities

$

3,221

$

4

For the three and nine months ended September 30, 2024 and 2023 the components of lease expense were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Operating lease costs

$

218

$

551

$

1,009

$

1,661

Finance lease costs:

Amortization of finance lease assets (1)

12

135

32

456

Interest on finance lease liabilities (2)

58

1

200

Short-term lease costs

146

100

322

408

$

376

$

844

$

1,364

$

2,725

(1)
Included in amortization costs in the consolidated statements of income (loss) .
(2)
Included in interest expense in the consolidated statements of income (loss) .

For the nine months ended September 30, 2024 supplemental cash flow information related to leases was as follows (in thousands):

2024

Operating cash outflows from operating leases

$

1,658

Financing cash outflows from finance leases

28

Right-of-use assets obtained for operating lease liabilities

Right-of-use assets obtained for finance lease liabilities

7

For the nine months ended September 30, 2024 other information related to leases was as follows:

2024

Weighted average remaining lease term, in years - operating leases

11.7

Weighted average remaining lease term, in years - finance leases

1.2

Weighted average discount rate - operating leases

6.3

%

Weighted average discount rate - finance leases

6.4

%

6.
INCOME TAXES

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the nine months ended September 30, 2024:

Statutory rate

( 21.0

)%

Income (loss) of foreign subsidiaries not includable in U.S. return and foreign withholding tax

18.2

%

162(m) - Executive compensation

2.6

%

Other

( 0.3

)%

Effective income tax rate

( 0.5

)%

13


7.
DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Derivative instruments are classified as either assets, which are included in other receivables in the accompanying consolidated balance sheets, or liabilities based on their individual fair values. The fair values of the Company’s derivative instruments were as follows (in thousands):

September 30, 2024

December 31, 2023

Derivative
Asset

Derivative
Liability

Derivative
Asset

Derivative
Liability

Derivatives not designated as hedging instruments:

Forward Exchange Contract

$

72

$

$

608

$

Economic Hedges. The Company may enter and settle forward currency exchange, option and future contracts with respect to various foreign currencies. 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 U.S. The Company generally does not enter into contracts with forward settlement dates beyond 12 to 18 months. During the fourth quarter of 2023, the Company entered into a forward exchange contract related to the purchase of hybrid battery power systems, the purchase price for which is denominated in Norwegian Kroner. During the nine months ended September 30, 2024 , the Company recognized losses of $ 0.4 million on this contract which were recognized in earnings.

Cash Flow Hedges. The Company may from time to time enter into interest rate swap agreements designated as cash flow hedges. By entering into interest rate swap agreements, the Company can convert the variable interest component of certain of their outstanding borrowings to a fixed interest rate. The Company recognized losses on derivative instruments designated as cash flow hedges of $ 0.5 million for the nine months ended September 30, 2023 as a component of other comprehensive income (loss). As of September 30, 2024, there were no interest rate swaps held by the Company.

Other Derivative Instruments. The Company had no derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2023 and recognized gains (losses) on derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2024 as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Forward currency exchange, option, and future contracts

$

67

$

$

( 372

)

$

The forward currency exchange contract relates to the purchase of hybrid battery power systems discussed in economic hedges above.

8.
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.

14


The Company’s financial assets and liabilities as of September 30, 2024 and December 31, 2023 that are measured at fair value on a recurring basis were as follows (in thousands):

September 30, 2024

Level 1

Level 2

Level 3

ASSETS

Derivative instruments

$

$

72

$

December 31, 2023

ASSETS

Derivative instruments

$

$

608

$

The fair value of the Company’s derivative instruments was estimated by utilizing a spot rate as of the measurement date provided by an independent third party.

The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2024 and December 31, 2023 were as follows (in thousands):

Estimated Fair Value

September 30, 2024

Carrying
Amount

Level 1

Level 2

Level 3

ASSETS

Cash, cash equivalents and restricted cash

$

37,864

$

37,864

$

$

LIABILITIES

Long-term debt, including current portion

300,930

297,861

December 31, 2023

ASSETS

Cash, cash equivalents and restricted cash

$

84,131

$

84,131

$

$

LIABILITIES

Long-term debt, including current portion

315,909

307,653

The carrying value of cash, cash equivalents, restricted cash and trade receivables 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 analysis based on estimated current rates for similar types of arrangements. 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.

Property and equipment . During the nine months ended September 30, 2024 , the Company recognized no impairment charges. During the year ended December 31, 2023 , the Company recognized impairment charges totaling $ 0.7 million for one leased-in AHTS to adjust for indicative cash flows and the cost to return the vessel to its owner.

9.
COMMITMENTS AND CONTINGENCIES

As of September 30, 2024 , the Company had unfunded capital commitments of $ 12.5 million for miscellaneous vessel equipment, including $ 9.6 million in respect of hybrid battery power systems. Of the unfunded capital commitments, $ 6.9 million is payable during the remainder of 2024 and $ 5.6 million is payable during 2025. The Company has indefinitely deferred an additional $ 9.2 million of orders with respect to one fast support vessel.

In December 2015, the Brazilian Federal Revenue Office issued a tax-deficiency notice to Seabulk Offshore do Brasil Ltda, an indirect wholly-owned subsidiary of SEACOR Marine (“Seabulk Offshore do Brasil”), with respect to certain profit participation contributions (also known as “PIS”) and social security financing contributions (also known as “COFINS”) requirements alleged to be due from Seabulk Offshore do Brasil (“Deficiency Notice”) in respect of the period of January 2011 until December 2012. In January 2016, the Company administratively appealed the Deficiency Notice on the basis that, among other arguments, (i) such contributions were not applicable in the circumstances of a 70 %/ 30 % cost allocation structure, and (ii) the tax

15


inspector had incorrectly determined that values received from outside of Brazil could not be classified as expense refunds. The initial appeal was dismissed by the Brazilian Federal Revenue Office and the Company appealed such dismissal and is currently awaiting an administrative trial. A local Brazilian law has been enacted that supports the Company’s position that such contribution requirements are not applicable, but it is uncertain whether such law will be taken into consideration with respect to administrative proceedings commenced prior to the enactment of the law. Accordingly, the success of Seabulk Offshore do Brasil in the administrative proceedings cannot be assured and the matter may need to be addressed through judicial court proceedings. The potential levy arising from the Deficiency Notice is R$ 25.2 million based on a historical potential levy of R$ 12.87 million (USD $ 3.5 million and USD $ 1.8 million, respectively, based on the exchange rate as of September 30, 2024).

In the normal course of its business, the Company becomes involved in various other litigation matters including, among others, 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 that such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the United Kingdom: the U.K Merchant Navy Officers Pension Fund (“MNOPF”) and the U.K. Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation in the MNOPF began with the acquisition of the Stirling group of companies (the “Stirling Group”) in 2001 and relates to certain officers employed between 1978 and 2002 by the Stirling Group and/or its predecessors. The Company’s participation in the MNRPF also began with the acquisition of the Stirling Group in 2001 and relates to ratings employed by the Stirling Group and/or its predecessors through today. Both of these plans are in deficit positions and, depending upon the results of future actuarial valuations, it is possible that the plans could experience funding deficits that will require the Company to recognize payroll related operating expenses in the periods invoices are received.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. On November 23, 2023, the trustee advised that following the tri-annual valuation, $ 1.5 million (£ 1.2 million) of the potential cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above. During 2023, the Company recognized payroll related operating expenses of $ 1.5 million (£ 1.2 million) for its allocated share of the potential cumulative funding deficit, which the Company anticipated being invoiced for during 2024 and 2025. On April 30, 2024, the Company was informed by the MNRPF that the Company’s allocated share of the potential cumulative funding deficit may be reduced due to changes in valuation assumptions, and on July 5, 2024, the Company was informed by the MNRPF that the Company’s final deficit share amount was $ 0.4 million (£ 0.3 million). As of June 30, 2024, the Company recognized a reduction in the payroll related operating expenses of $ 1.2 million (£ 0.9 million) to reflect the decreased deficit share amount. All invoices were settled in full in October 2024.

16


10.
STOCK BASED COMPENSATION

Transactions in connection with the Company’s Equity Incentive Plans during the nine months ended September 30, 2024 were as follows:

Restricted Stock Activity:

Outstanding as of December 31, 2023

1,642,084

Granted

637,698

Vested (1)

( 887,556

)

Forfeited

Outstanding as of September 30, 2024 (2)

1,392,226

Stock Option Activity:

Outstanding as of December 31, 2023

1,026,031

Granted

Exercised

( 12,166

)

Forfeited

Outstanding as of September 30, 2024

1,013,865

(1)
Includes 157,455 vested grants of performance-based restricted stock units.
(2)
Includes 215,853 grants of performance-based restricted stock units that satisfied the performance obligation and are therefore likely to vest and excludes 326,597 grants of performance-based restricted stock units that are not considered outstanding until such time that they become probable to vest.

For the nine months ended September 30, 2024 , the Company acquired for treasury (i) 254,607 shares of Common Stock from its directors and employees to cover their tax withholding obligations upon the lapsing of restrictions on share awards for an aggregate purchase price of $ 3.1 million, and (ii) 61,305 shares of Common Stock from its employees to cover their tax withholding obligations upon the lapsing of restrictions on performance-based share awards for an aggregate purchase price of $ 0.8 million. These shares were purchased in accordance with the terms of the Company’s 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.

17


11.
SEGMENT INFORMATION

The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2023 Annual Report. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments for the periods indicated (in thousands):

United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Three Months Ended September 30, 2024

Operating Revenues:

Time charter

$

6,593

$

28,809

$

16,411

$

11,500

$

63,313

Bareboat charter

372

372

Other marine services

1,188

3,048

375

620

5,231

7,781

31,857

16,786

12,492

68,916

Direct Costs and Expenses:

Operating:

Personnel

6,297

6,083

5,769

3,791

21,940

Repairs and maintenance

1,655

3,455

3,318

1,517

9,945

Drydocking

2,615

681

832

1,940

6,068

Insurance and loss reserves

799

599

927

259

2,584

Fuel, lubes and supplies

964

2,514

1,043

2,053

6,574

Other

225

3,975

1,131

465

5,796

12,555

17,307

13,020

10,025

52,907

Direct Vessel (Loss) Profit

$

( 4,774

)

$

14,550

$

3,766

$

2,467

16,009

Other Costs and Expenses:

Lease expense

$

140

$

75

$

73

$

76

364

Administrative and general

11,019

Depreciation and amortization

3,194

4,540

3,261

1,933

12,928

24,311

Gains on asset dispositions and impairments, net

1,821

Operating loss

$

( 6,481

)

18


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Nine Months Ended September 30, 2024

Operating Revenues:

Time charter

$

21,247

$

76,411

$

50,961

$

39,606

$

188,225

Bareboat charter

1,100

1,100

Other marine services

2,694

4,245

1,344

3,945

12,228

23,941

80,656

52,305

44,651

201,553

Direct Costs and Expenses:

Operating:

Personnel

18,362

16,233

18,662

11,919

65,176

Repairs and maintenance

4,938

9,825

9,473

5,716

29,952

Drydocking

7,153

3,939

3,022

4,870

18,984

Insurance and loss reserves

2,138

1,752

2,343

1,188

7,421

Fuel, lubes and supplies

2,497

4,971

3,344

4,251

15,063

Other

280

8,975

3,120

1,555

13,930

35,368

45,695

39,964

29,499

150,526

Direct Vessel (Loss) Profit

$

( 11,427

)

$

34,961

$

12,341

$

15,152

51,027

Other Costs and Expenses:

Lease expense

$

419

$

425

$

229

$

258

1,331

Administrative and general

33,825

Depreciation and amortization

9,138

13,020

10,004

6,587

38,749

73,905

Gains on asset dispositions and impairments, net

1,857

Operating loss

$

( 21,021

)

As of September 30, 2024

Property and Equipment:

Historical Cost

$

198,688

$

332,880

$

250,456

$

139,421

$

921,445

Accumulated Depreciation

( 103,139

)

( 119,953

)

( 97,997

)

( 41,515

)

( 362,604

)

$

95,549

$

212,927

$

152,459

$

97,906

$

558,841

Total Assets (1)

$

119,579

$

260,352

$

175,236

$

118,301

$

673,468

(1)
Total Assets by region does not include corporate assets of $ 36.0 million as of September 30, 2024 .

19


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Three Months Ended September 30, 2023

Operating Revenues:

Time charter

$

16,236

$

22,528

$

16,087

$

13,817

$

68,668

Bareboat charter

368

368

Other marine services

5,478

1,943

267

176

7,864

21,714

24,471

16,354

14,361

76,900

Direct Costs and Expenses:

Operating:

Personnel

6,712

5,089

5,157

2,985

19,943

Repairs and maintenance

1,560

2,214

2,623

1,021

7,418

Drydocking

462

320

1,056

( 70

)

1,768

Insurance and loss reserves

332

573

711

217

1,833

Fuel, lubes and supplies

958

2,573

743

773

5,047

Other

375

2,448

943

367

4,133

10,399

13,217

11,233

5,293

40,142

Direct Vessel Profit

$

11,315

$

11,254

$

5,121

$

9,068

36,758

Other Costs and Expenses:

Lease expense

$

116

$

372

$

59

$

104

651

Administrative and general

12,300

Depreciation and amortization

3,810

3,821

3,721

2,110

13,462

26,413

Losses on asset dispositions and impairments, net

( 512

)

Operating income

$

9,833

20


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Nine Months Ended September 30, 2023

Operating Revenues:

Time charter

$

28,921

$

65,938

$

48,678

$

41,350

$

184,887

Bareboat charter

1,092

1,092

Other marine services

12,332

2,393

3,806

1,918

20,449

41,253

68,331

52,484

44,360

206,428

Direct Costs and Expenses:

Operating:

Personnel

19,204

14,427

15,264

10,795

59,690

Repairs and maintenance

4,327

6,817

4,519

3,559

19,222

Drydocking

2,011

1,648

( 723

)

1,101

4,037

Insurance and loss reserves

2,455

1,311

2,616

630

7,012

Fuel, lubes and supplies

2,665

6,207

2,310

2,322

13,504

Other

952

7,805

2,828

1,331

12,916

31,614

38,215

26,814

19,738

116,381

Direct Vessel Profit

$

9,639

$

30,116

$

25,670

$

24,622

90,047

Other Costs and Expenses:

Lease expense

$

395

$

1,209

$

202

$

263

2,069

Administrative and general

37,636

Depreciation and amortization

11,206

11,599

11,117

6,877

40,799

80,504

Gains on asset dispositions and impairments, net

3,352

Operating income

$

12,895

As of September 30, 2023

Property and Equipment:

Historical Cost

$

215,592

$

272,312

$

285,721

$

162,895

$

936,520

Accumulated Depreciation

( 96,597

)

( 89,338

)

( 98,481

)

( 34,133

)

( 318,549

)

$

118,995

$

182,974

$

187,240

$

128,762

$

617,971

Total Assets (1)

$

155,613

$

212,048

$

210,401

$

147,479

$

725,541

(1)
Total Assets by region does not include corporate assets of $ 54.8 million as of September 30, 2023 .

The Company’s investments in 50 % or less owned companies, which are accounted for under the equity method, also contribute to its consolidated results of operations. As of September 30, 2024, and 2023 , the Company’s investments, at equity and advances to 50 % or less owned companies were $ 2.0 million and $ 3.9 million, respectively. Equity in earnings of 50% or less owned companies for the nine months ended September 30, 2024 and 2023 were $ 0.9 million and $ 3.2 million, respectively.

12.
SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no material events that have occurred that are not properly recognized and/or disclosed in the consolidated financial statements.

21


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

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2023 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. However, it should be understood that it is not possible to identify or predict all such risks, uncertainties and factors, and others may arise from time to time. All of these forward-looking statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. 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. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission.

The following Management’s Discussion and Analysis (the “MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2023 Annual Report.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of September 30, 2024, the Company operated a diverse fleet of 55 support vessels, of which 54 were owned or leased-in and one was managed on behalf of an unaffiliated third party. The primary users of the Company’s services are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.

The Company operates and manages a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations, including offshore wind farms, (ii) assist offshore operations for production and storage facilities, (iii) provide construction, well work-over, offshore wind farm installation and decommissioning support, (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair and (v) handle anchors and mooring equipment for offshore rigs and platforms. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.

The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily in the Gulf of Mexico; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate.

22


Significant items affecting our results of operations

The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.

Offshore oil and natural gas market conditions are highly volatile. Oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time. Oil prices steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but subsequently decreased to pre-conflict levels. During the nine months ended September 30, 2024, WTI oil prices reached a high of $87 per barrel and a low of $66 per barrel, ending the period at $68 per barrel.

While the Company has experienced difficult market conditions over the past few years due to low and volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital spending budget reductions, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about potential new charters.

The Company closely monitors the availability of vessels in the offshore support vessel market as the utilization and day rates of the Company’s fleet is dependent on the supply and demand dynamics for its vessels. For example, low oil and natural gas prices and a corresponding decline in offshore exploration may reduce demand for the Company’s vessels and in the past such declines have forced many operators in the industry to restructure, liquidate assets or consolidate with other operators. Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further decreasing the demand for the Company’s existing offshore support vessel fleet. A combination of low customer exploration and drilling activity levels, and excess supply of offshore support vessels whether from laid up fleets or newly built vessels could, in isolation or together, have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and growth prospects. Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business.

Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows. While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas. Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase as development of these forms of renewable energy expands.

The Company adheres to a strategy of cold-stacking vessels (removing from active service) during periods of weak utilization in order to reduce the daily running costs of operating the fleet, primarily personnel, repairs and maintenance costs, as well as to defer some drydocking costs into future periods. The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related docking requirements. The Company may maintain class certification on certain

23


cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked. Cold-stacked vessels are returned to active service when market conditions improve, or management anticipates improvement, typically leading to increased costs for drydocking, personnel, repair and maintenance in the periods immediately preceding the vessels’ return to active service. Depending on market conditions, vessels with similar characteristics and capabilities may be rotated between active service and cold-stack. On an ongoing basis, the Company reviews its cold-stacked vessels to determine if any should be designated as retired and removed from service based on the vessel’s physical condition, the expected costs to reactivate and restore class certification, if any, and its viability to operate within current and projected market conditions. As of September 30, 2024, two of the Company’s 54 owned and leased-in vessels were cold-stacked worldwide.

Recent Developments

At the Market Program

On November 1, 2023, SEACOR Marine entered into an at-the-market offering program (“ATM Program”) with B. Riley Securities, Inc., pursuant to which SEACOR Marine may sell up to $25.0 million of Common Stock. As of September 30, 2024, the remaining capacity under the ATM Program was approximately $24.9 million.

24


Consolidated Results of Operations

The sections below provide an analysis of the Company’s results of operations for the three and nine months (“Current Year Quarter” and “Current Year Nine Months”) ended September 30, 2024 compared with the three and nine months (“Prior Year Quarter” and “Prior Year Nine Months”) ended September 30, 2023. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2023, in the Company’s results of operations. For the periods indicated, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Time Charter Statistics:

Average Rates Per Day

$

18,879

$

18,046

$

19,021

$

15,852

Fleet Utilization

67

%

73

%

66

%

76

%

Fleet Available Days

5,026

5,182

15,026

15,349

Operating Revenues:

Time charter

$

63,313

92

%

$

68,668

89

%

$

188,225

93

%

$

184,887

89

%

Bareboat charter

372

1

%

368

1

%

1,100

1

%

1,092

1

%

Other marine services

5,231

7

%

7,864

10

%

12,228

6

%

20,449

10

%

68,916

100

%

76,900

100

%

201,553

100

%

206,428

100

%

Costs and Expenses:

Operating:

Personnel

21,940

32

%

19,943

26

%

65,176

32

%

59,690

29

%

Repairs and maintenance

9,945

14

%

7,418

10

%

29,952

15

%

19,222

9

%

Drydocking

6,068

9

%

1,768

2

%

18,984

9

%

4,037

2

%

Insurance and loss reserves

2,584

4

%

1,833

2

%

7,421

4

%

7,012

3

%

Fuel, lubes and supplies

6,574

10

%

5,047

7

%

15,063

8

%

13,504

7

%

Other

5,796

8

%

4,133

5

%

13,930

7

%

12,916

6

%

52,907

77

%

40,142

52

%

150,526

75

%

116,381

56

%

Lease expense - operating

364

1

%

651

1

%

1,331

1

%

2,069

1

%

Administrative and general

11,019

16

%

12,300

16

%

33,825

17

%

37,636

18

%

Depreciation and amortization

12,928

19

%

13,462

18

%

38,749

19

%

40,799

20

%

77,218

112

%

66,555

87

%

224,431

111

%

196,885

95

%

Gains (Losses) on Asset Dispositions and Impairments, Net

1,821

3

%

(512

)

(1

)%

1,857

1

%

3,352

2

%

Operating (Loss) Income

(6,481

)

(9

)%

9,833

13

%

(21,021

)

(10

)%

12,895

6

%

Other Expense, Net

(11,390

)

(17

)%

(10,629

)

(14

)%

(32,025

)

(16

)%

(28,699

)

(14

)%

Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies

(17,871

)

(26

)%

(796

)

(1

)%

(53,046

)

(26

)%

(15,804

)

(8

)%

Income Tax (Benefit) Expense

(513

)

(1

)%

2,360

3

%

(270

)

(0

)%

2,421

1

%

Loss Before Equity in Earnings of 50% or Less Owned Companies

(17,358

)

(25

)%

(3,156

)

(4

)%

(52,776

)

(26

)%

(18,225

)

(9

)%

Equity in Earnings of 50% or Less Owned Companies

1,012

1

%

2,273

3

%

878

0

%

3,182

2

%

Net Loss

$

(16,346

)

(24

)%

$

(883

)

(1

)%

$

(51,898

)

(26

)%

$

(15,043

)

(7

)%

Direct Vessel Profit. Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 11. Segment Information” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

25


The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics):

United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Three Months Ended September 30, 2024

Time Charter Statistics:

Average Rates Per Day

$

17,188

$

18,875

$

17,825

$

21,984

$

18,879

Fleet Utilization

42

%

77

%

72

%

63

%

67

%

Fleet Available Days

920

1,990

1,288

828

5,026

Operating Revenues:

Time charter

$

6,593

$

28,809

$

16,411

$

11,500

$

63,313

Bareboat charter

372

372

Other marine services

1,188

3,048

375

620

5,231

7,781

31,857

16,786

12,492

68,916

Direct Costs and Expenses:

Operating:

Personnel

6,297

6,083

5,769

3,791

21,940

Repairs and maintenance

1,655

3,455

3,318

1,517

9,945

Drydocking

2,615

681

832

1,940

6,068

Insurance and loss reserves

799

599

927

259

2,584

Fuel, lubes and supplies

964

2,514

1,043

2,053

6,574

Other

225

3,975

1,131

465

5,796

12,555

17,307

13,020

10,025

52,907

Direct Vessel (Loss) Profit

$

(4,774

)

$

14,550

$

3,766

$

2,467

16,009

Other Costs and Expenses:

Lease expense

$

140

$

75

$

73

$

76

364

Administrative and general

11,019

Depreciation and amortization

3,194

4,540

3,261

1,933

12,928

24,311

Gains on asset dispositions and impairments, net

1,821

Operating loss

$

(6,481

)

26


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Nine Months Ended September 30, 2024

Time Charter Statistics:

Average Rates Per Day

$

21,793

$

17,629

$

17,265

$

24,230

$

19,021

Fleet Utilization

35

%

76

%

75

%

64

%

66

%

Fleet Available Days

2,768

5,735

3,949

2,574

15,026

Operating Revenues:

Time charter

$

21,247

$

76,411

$

50,961

$

39,606

$

188,225

Bareboat charter

1,100

1,100

Other marine services

2,694

4,245

1,344

3,945

12,228

23,941

80,656

52,305

44,651

201,553

Direct Costs and Expenses:

Operating:

Personnel

18,362

16,233

18,662

11,919

65,176

Repairs and maintenance

4,938

9,825

9,473

5,716

29,952

Drydocking

7,153

3,939

3,022

4,870

18,984

Insurance and loss reserves

2,138

1,752

2,343

1,188

7,421

Fuel, lubes and supplies

2,497

4,971

3,344

4,251

15,063

Other

280

8,975

3,120

1,555

13,930

35,368

45,695

39,964

29,499

150,526

Direct Vessel (Loss) Profit

$

(11,427

)

$

34,961

$

12,341

$

15,152

51,027

Other Costs and Expenses:

Lease expense

$

419

$

425

$

229

$

258

1,331

Administrative and general

33,825

Depreciation and amortization

9,138

13,020

10,004

6,587

38,749

73,905

Gains on asset dispositions and impairments, net

1,857

Operating loss

$

(21,021

)

As of September 30, 2024

Property and Equipment:

Historical cost

$

198,688

$

332,880

$

250,456

$

139,421

$

921,445

Accumulated depreciation

(103,139

)

(119,953

)

(97,997

)

(41,515

)

(362,604

)

$

95,549

$

212,927

$

152,459

$

97,906

$

558,841

Total Assets (1)

$

119,579

$

260,352

$

175,236

$

118,301

$

673,468

(1)
Total Assets by region does not include corporate assets of $36.0 million as of September 30, 2024 .

27


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Three Months Ended September 30, 2023

Time Charter Statistics:

Average Rates Per Day

$

23,663

$

15,388

$

16,313

$

20,656

$

18,046

Fleet Utilization

57

%

84

%

67

%

87

%

73

%

Fleet Available Days

1,196

1,748

1,472

766

5,182

Operating Revenues:

Time charter

$

16,236

$

22,528

$

16,087

$

13,817

$

68,668

Bareboat charter

368

368

Other marine services

5,478

1,943

267

176

7,864

21,714

24,471

16,354

14,361

76,900

Direct Costs and Expenses:

Operating:

Personnel

6,712

5,089

5,157

2,985

19,943

Repairs and maintenance

1,560

2,214

2,623

1,021

7,418

Drydocking

462

320

1,056

(70

)

1,768

Insurance and loss reserves

332

573

711

217

1,833

Fuel, lubes and supplies

958

2,573

743

773

5,047

Other

375

2,448

943

367

4,133

10,399

13,217

11,233

5,293

40,142

Direct Vessel Profit

$

11,315

$

11,254

$

5,121

$

9,068

$

36,758

Other Costs and Expenses:

Lease expense

$

116

$

372

$

59

$

104

651

Administrative and general

12,300

Depreciation and amortization

3,810

3,821

3,721

2,110

13,462

26,413

Losses on asset dispositions and impairments, net

(512

)

Operating income

$

9,833

28


United
States
(primarily
Gulf of
Mexico)

Africa
and Europe

Middle
East
and Asia

Latin
America

Total

For the Nine Months Ended September 30, 2023

Time Charter Statistics:

Average Rates Per Day

$

20,317

$

14,417

$

14,240

$

18,393

$

15,852

Fleet Utilization

43

%

88

%

78

%

90

%

76

%

Fleet Available Days

3,291

5,187

4,368

2,503

15,349

Operating Revenues:

Time charter

$

28,921

$

65,938

$

48,678

$

41,350

$

184,887

Bareboat charter

1,092

1,092

Other marine services

12,332

2,393

3,806

1,918

20,449

41,253

68,331

52,484

44,360

206,428

Direct Costs and Expenses:

Operating:

Personnel

19,204

14,427

15,264

10,795

59,690

Repairs and maintenance

4,327

6,817

4,519

3,559

19,222

Drydocking

2,011

1,648

(723

)

1,101

4,037

Insurance and loss reserves

2,455

1,311

2,616

630

7,012

Fuel, lubes and supplies

2,665

6,207

2,310

2,322

13,504

Other

952

7,805

2,828

1,331

12,916

31,614

38,215

26,814

19,738

116,381

Direct Vessel Profit

$

9,639

$

30,116

$

25,670

$

24,622

90,047

Other Costs and Expenses:

Lease expense

$

395

$

1,209

$

202

$

263

2,069

Administrative and general

37,636

Depreciation and amortization

11,206

11,599

11,117

6,877

40,799

80,504

Gains on asset dispositions and impairments, net

3,352

Operating income

$

12,895

As of September 30, 2023

Property and Equipment:

Historical cost

$

215,592

$

272,312

$

285,721

$

162,895

$

936,520

Accumulated depreciation

(96,597

)

(89,338

)

(98,481

)

(34,133

)

(318,549

)

$

118,995

$

182,974

$

187,240

$

128,762

$

617,971

Total Assets (1)

$

155,613

$

212,048

$

210,401

$

147,479

$

725,541

(1)
Total Assets by region does not include corporate assets of $54.8 million as of September 30, 2023 .

29


For additional information, the following tables summarize the worldwide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTS (1)

FSV (2)

PSV (3)

Liftboats

Other
activity

Total

For the Three Months Ended September 30, 2024

Time Charter Statistics:

Average Rates Per Day

$

10,316

$

13,102

$

21,819

$

36,423

$

$

18,879

Fleet Utilization

46

%

82

%

58

%

58

%

%

67

%

Fleet Available Days

334

2,024

1,932

736

5,026

Operating Revenues:

Time charter

$

1,576

$

21,606

$

24,488

$

15,643

$

$

63,313

Bareboat charter

372

372

Other marine services

13

1,012

2,855

1,142

209

5,231

1,589

22,618

27,715

16,785

209

68,916

Direct Costs and Expenses:

Operating:

Personnel

981

5,637

9,360

5,926

36

21,940

Repairs and maintenance

239

4,378

3,798

1,531

(1

)

9,945

Drydocking

436

448

2,629

2,555

6,068

Insurance and loss reserves

66

532

636

1,334

16

2,584

Fuel, lubes and supplies

90

1,962

3,594

928

6,574

Other

263

2,238

2,821

473

1

5,796

2,075

15,195

22,838

12,747

52

52,907

Other Costs and Expenses:

Lease expense

$

4

$

$

(3

)

$

$

363

364

Administrative and general

11,019

Depreciation and amortization

175

4,744

4,117

3,866

26

12,928

24,311

Gains on asset dispositions and impairments, net

1,821

Operating loss

$

(6,481

)

(1)
Anchor handling towing supply vessel (“AHTS”).
(2)
Fast support vessel (“FSV”).
(3)
Platform support vessel (“PSV”) .

30


AHTS

FSV

PSV

Liftboats

Other
activity

Total

For the Nine Months Ended September 30, 2024

Time Charter Statistics:

Average Rates Per Day

$

8,864

$

12,669

$

20,696

$

44,055

$

$

19,021

Fleet Utilization

57

%

78

%

59

%

55

%

%

66

%

Fleet Available Days

1,062

6,028

5,744

2,192

15,026

Operating Revenues:

Time charter

$

5,366

$

59,385

$

70,268

$

53,206

$

$

188,225

Bareboat charter

1,100

1,100

Other marine services

232

1,654

5,537

3,580

1,225

12,228

5,598

61,039

76,905

56,786

1,225

201,553

Direct Costs and Expenses:

Operating:

Personnel

3,090

17,115

27,189

18,908

(1,126

)

65,176

Repairs and maintenance

924

12,043

11,342

5,620

23

29,952

Drydocking

784

2,774

8,631

6,795

18,984

Insurance and loss reserves

206

1,355

2,068

4,098

(306

)

7,421

Fuel, lubes and supplies

775

4,006

7,058

3,224

15,063

Other

780

5,737

6,066

1,335

12

13,930

6,559

43,030

62,354

39,980

(1,397

)

150,526

Other Costs and Expenses:

Lease expense

$

339

$

$

$

$

992

1,331

Administrative and general

33,825

Depreciation and amortization

525

14,234

12,318

11,597

75

38,749

73,905

Gains on asset dispositions and impairments, net

1,857

Operating loss

$

(21,021

)

As of September 30, 2024

Property and Equipment:

Historical cost

$

12,669

$

341,459

$

303,799

$

244,564

$

18,954

$

921,445

Accumulated depreciation

(5,660

)

(156,467

)

(65,467

)

(116,326

)

(18,684

)

(362,604

)

$

7,009

$

184,992

$

238,332

$

128,238

$

270

$

558,841

AHTS

FSV

PSV

Liftboats

Other
activity

Total

For the Three Months Ended September 30, 2023

Time Charter Statistics:

Average Rates Per Day

$

9,947

$

11,441

$

19,528

$

39,419

$

$

18,046

Fleet Utilization

50

%

79

%

78

%

59

%

%

73

%

Fleet Available Days

368

2,116

1,870

828

5,182

Operating Revenues:

Time charter

$

1,831

$

19,135

$

28,580

$

19,122

$

$

68,668

Bareboat charter

368

368

Other marine services

930

652

696

4,710

876

7,864

2,761

19,787

29,644

23,832

876

76,900

Direct Costs and Expenses:

Operating:

Personnel

1,019

5,144

8,793

4,983

4

19,943

Repairs and maintenance

484

2,787

2,504

1,643

7,418

Drydocking

747

870

232

(81

)

1,768

Insurance and loss reserves

88

185

682

1,148

(270

)

1,833

Fuel, lubes and supplies

428

1,501

2,352

766

5,047

Other

378

1,552

1,761

445

(3

)

4,133

3,144

12,039

16,324

8,904

(269

)

40,142

Other Costs and Expenses:

Lease expense

$

331

$

$

$

$

320

651

Administrative and general

12,300

Depreciation and amortization

249

5,002

4,073

4,099

39

13,462

26,413

Losses on asset dispositions and impairments, net

(512

)

Operating income

$

9,833

31


AHTS

FSV

PSV

Liftboats

Other
activity

Total

For the Nine Months Ended September 30, 2023

Time Charter Statistics:

Average Rates Per Day

$

9,278

$

11,110

$

17,415

$

36,595

$

$

15,852

Fleet Utilization

72

%

87

%

76

%

49

%

%

76

%

Fleet Available Days

1,123

6,279

5,490

2,457

15,349

Operating Revenues:

Time charter

$

7,508

$

60,870

$

72,838

$

43,671

$

$

184,887

Bareboat charter

1,092

1,092

Other marine services

930

913

2,483

13,135

2,988

20,449

8,438

61,783

76,413

56,806

2,988

206,428

Direct Costs and Expenses:

Operating:

Personnel

3,083

15,088

26,380

15,116

23

59,690

Repairs and maintenance

886

5,788

8,977

3,614

(43

)

19,222

Drydocking

1,298

2,340

853

(373

)

(81

)

4,037

Insurance and loss reserves

234

856

1,522

4,473

(73

)

7,012

Fuel, lubes and supplies

1,096

3,991

6,807

1,604

6

13,504

Other

1,155

4,891

5,843

1,011

16

12,916

7,752

32,954

50,382

25,445

(152

)

116,381

Other Costs and Expenses:

Lease expense

$

994

$

$

$

$

1,075

2,069

Administrative and general

37,636

Depreciation and amortization

845

14,900

12,407

12,528

119

40,799

80,504

Gains on asset dispositions and impairments, net

3,352

Operating income

$

12,895

As of September 30, 2023

Property and Equipment:

Historical cost

$

12,669

$

358,621

$

301,523

$

244,529

$

19,178

$

936,520

Accumulated depreciation

(4,959

)

(144,869

)

(49,088

)

(101,014

)

(18,619

)

(318,549

)

$

7,710

$

213,752

$

252,435

$

143,515

$

559

$

617,971

Fleet Counts. The Company’s fleet count as of September 30, 2024 and December 31, 2023 was as follows:

Owned

Leased-in

Managed

Total

September 30, 2024

AHTS

2

1

3

FSV

22

1

23

PSV

21

21

Liftboats

8

8

53

1

1

55

December 31, 2023

AHTS

3

1

4

FSV

22

3

25

PSV

21

21

Liftboats

8

8

54

1

3

58

32


Operating Income (Loss)

United States, primarily Gulf of Mexico. For the three and nine months ended September 30, 2024 and 2023 the Company’s time charter statistics and direct vessel (loss) profit in the U.S. were as follows (in thousands, except statistics):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2024

2023

2024

2023

Time Charter Statistics:

Rates Per Day Worked:

AHTS

$

$

$

$

FSV

10,440

9,741

10,213

9,564

PSV

13,722

14,515

14,025

14,427

Liftboats

25,420

37,537

35,024

32,969

Overall

17,188

23,663

21,793

20,317

Utilization:

AHTS

%

%

%

%

FSV

51

%

50

%

38

%

57

%

PSV

48

%

90

%

46

%

59

%

Liftboats

33

%

47

%

30

%

32

%

Overall

42

%

57

%

35

%

43

%

Available Days:

AHTS

31

FSV

276

276

822

819

PSV

184

276

548

645

Liftboats

460

644

1,398

1,796

Overall

920

1,196

2,768

3,291

Operating revenues:

Time charter

$

6,593

85

%

$

16,236

75

%

$

21,247

89

%

$

28,921

70

%

Other marine services

1,188

15

%

5,478

25

%

2,694

11

%

12,332

30

%

7,781

100

%

21,714

100

%

23,941

100

%

41,253

100

%

Direct operating expenses:

Personnel

6,297

81

%

6,712

31

%

18,362

77

%

19,204

47

%

Repairs and maintenance

1,655

21

%

1,560

7

%

4,938

21

%

4,327

11

%

Drydocking

2,615

34

%

462

2

%

7,153

30

%

2,011

5

%

Insurance and loss reserves

799

10

%

332

2

%

2,138

9

%

2,455

6

%

Fuel, lubes and supplies

964

12

%

958

4

%

2,497

10

%

2,665

6

%

Other

225

3

%

375

2

%

280

1

%

952

2

%

12,555

161

%

10,399

48

%

35,368

148

%

31,614

77

%

Direct Vessel (Loss) Profit

$

(4,774

)

(61

)%

$

11,315

52

%

$

(11,427

)

(48

)%

$

9,639

23

%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues . Charter revenues were $9.6 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $7.7 million lower due to reduced utilization and day rates of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”), $1.6 million lower due to the repositioning of vessels between geographic regions and $0.3 million lower due to net asset dispositions. Other marine services were $4.3 million lower primarily due to business interruption insurance revenues recorded in the Prior Year Quarter and lower mobilization revenues and management fees in the Current Year Quarter. As of September 30, 2024, the Company had two of ten owned vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 13 vessels (one liftboat and one FSV) as of September 30, 2023. In addition, the Company had no vessels classified as held for sale in this region as of September 30, 2024 compared with one vessel classified as held for sale as of September 30, 2023.

33


Direct Operating Expenses . Direct operating expenses were $2.2 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $4.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repairs expenditures, $1.4 million lower due to the repositioning of vessels between geographic regions and $0.6 million lower due to net asset dispositions.

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues . Charter revenues were $7.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $5.0 million lower due to reduced utilization for the Regional Core Fleet, $2.0 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions. Other marine services were $9.6 million lower primarily due to business interruption insurance revenues recorded in the Prior Year Nine Months and lower mobilization revenues and management fees in the Current Year Nine Months.

Direct Operating Expenses . Direct operating expenses were $3.8 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $9.0 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repairs expenditures, $2.7 million lower due to the repositioning of vessels between geographic regions and $2.5 million lower due to net asset dispositions.

Africa and Europe. For the three and nine months ended September 30, 2024 and 2023 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2024

2023

2024

2023

Time Charter Statistics:

Rates Per Day Worked:

AHTS

$

10,370

$

10,195

$

10,137

$

10,190

FSV

15,963

12,524

14,975

12,746

PSV

24,401

22,303

23,924

19,533

Overall

18,875

15,388

17,629

14,417

Utilization:

AHTS

36

%

67

%

46

%

80

%

FSV

84

%

88

%

86

%

93

%

PSV

80

%

86

%

72

%

84

%

Overall

77

%

84

%

76

%

88

%

Available Days:

AHTS

242

276

788

819

FSV

1,012

920

2,901

2,730

PSV

736

552

2,046

1,638

Overall

1,990

1,748

5,735

5,187

Operating revenues:

Time charter

$

28,809

90

%

$

22,528

92

%

$

76,411

95

%

$

65,938

96

%

Other marine services

3,048

10

%

1,943

8

%

4,245

5

%

2,393

4

%

31,857

100

%

24,471

100

%

80,656

100

%

68,331

100

%

Direct operating expenses:

Personnel

6,083

19

%

5,089

21

%

16,233

20

%

14,427

21

%

Repairs and maintenance

3,455

11

%

2,214

9

%

9,825

12

%

6,817

11

%

Drydocking

681

2

%

320

1

%

3,939

5

%

1,648

2

%

Insurance and loss reserves

599

2

%

573

2

%

1,752

2

%

1,311

2

%

Fuel, lubes and supplies

2,514

8

%

2,573

11

%

4,971

6

%

6,207

9

%

Other

3,975

12

%

2,448

10

%

8,975

12

%

7,805

11

%

17,307

54

%

13,217

54

%

45,695

57

%

38,215

56

%

Direct Vessel Profit

$

14,550

46

%

$

11,254

46

%

$

34,961

43

%

$

30,116

44

%

34


Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $6.3 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.5 million higher due to the repositioning of vessels between geographic regions and $1.8 million higher for the Regional Core Fleet primarily due to higher day rates. Other marine services were $1.1 million higher primarily due to higher mobilization revenues. As of September 30, 2024, the Company had no vessels cold-stacked in this region compared with one vessel classified as held for sale in this region as of September 30, 2023.

Direct Operating Expenses. Direct operating expenses were $4.1 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to the repositioning of vessels between geographic regions.

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $10.5 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $8.2 million higher due to the repositioning of vessels between geographic regions and $2.3 million higher for the Regional Core Fleet due to increased day rates. Other marine services were $1.9 million higher primarily due to higher mobilization revenues.

Direct Operating Expenses. Direct operating expenses were $7.5 million higher in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to the repositioning of vessels between geographic regions.

35


Middle East and Asia. For the three and nine months ended September 30, 2024 and 2023 the Company’s time charter statistics and direct vessel profit in the Middle East and Asia were as follows (in thousands, except statistics):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2024

2023

2024

2023

Time Charter Statistics:

Rates Per Day Worked:

AHTS

$

10,242

$

$

6,971

$

5,429

FSV

8,359

9,077

8,230

8,904

PSV

17,964

13,073

16,367

10,147

Liftboats

45,900

42,500

45,900

42,499

Overall

17,825

16,313

17,265

14,240

Utilization:

AHTS

70

%

%

89

%

57

%

FSV

90

%

74

%

79

%

91

%

PSV

38

%

56

%

57

%

54

%

Liftboats

100

%

100

%

100

%

97

%

Overall

72

%

67

%

75

%

78

%

Available Days:

AHTS

92

92

274

273

FSV

552

736

1,757

2,184

PSV

460

460

1,370

1,365

Liftboats

184

184

548

546

Overall

1,288

1,472

3,949

4,368

Operating revenues:

Time charter

$

16,411

98

%

$

16,087

98

%

$

50,961

97

%

$

48,678

93

%

Other marine services

375

2

%

267

2

%

1,344

3

%

3,806

7

%

16,786

100

%

16,354

100

%

52,305

100

%

52,484

100

%

Direct operating expenses:

Personnel

5,769

34

%

5,157

32

%

18,662

36

%

15,264

29

%

Repairs and maintenance

3,318

20

%

2,623

16

%

9,473

18

%

4,519

9

%

Drydocking

832

5

%

1,056

6

%

3,022

6

%

(723

)

(1

)%

Insurance and loss reserves

927

6

%

711

4

%

2,343

4

%

2,616

5

%

Fuel, lubes and supplies

1,043

6

%

743

5

%

3,344

6

%

2,310

4

%

Other

1,131

7

%

943

6

%

3,120

6

%

2,828

5

%

13,020

78

%

11,233

69

%

39,964

76

%

26,814

51

%

Direct Vessel Profit

$

3,766

22

%

$

5,121

31

%

$

12,341

24

%

$

25,670

49

%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $0.3 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.0 million higher for the Regional Core Fleet as a result of increased liftboat and PSV day rates and utilization, $0.9 million lower due to net asset dispositions and $0.8 million lower due to the repositioning of vessels between geographic regions. As of September 30, 2024 and 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $1.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.7 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $0.5 million lower due to the repositioning of vessels between geographic regions and $0.4 million lower due to net asset dispositions.

36


Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $2.3 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $6.7 million higher for the Regional Core Fleet as a result of increased liftboat and PSV day rates and utilization, $2.6 million lower due to net asset dispositions and $1.8 million lower due to the repositioning of vessels between geographic regions. Other marine services were $2.5 million lower primarily due to business interruption insurance revenues recorded in the Prior Year Nine Months.

Direct Operating Expenses. Direct operating expenses were $13.2 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $14.6 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $1.1 million lower due to net asset dispositions and $0.3 million lower due to the repositioning of vessels between geographic regions.

Latin America (Brazil, Mexico, Central and South America). For the three and nine months ended September 30, 2024 and 2023 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2024

2023

2024

2023

Time Charter Statistics:

Rates Per Day Worked:

FSV

$

14,950

$

14,950

$

14,950

$

13,124

PSV

21,379

22,822

20,977

19,556

Liftboats

35,825

55,379

24,450

Overall

21,984

20,656

24,230

18,393

Utilization:

FSV

86

%

100

%

92

%

87

%

PSV

50

%

83

%

50

%

92

%

Liftboats

100

%

%

99

%

75

%

Overall

63

%

87

%

64

%

90

%

Available Days:

FSV

184

184

548

546

PSV

552

582

1,780

1,842

Liftboats

92

246

115

Overall

828

766

2,574

2,503

Operating revenues:

Time charter

$

11,500

92

%

$

13,817

96

%

$

39,606

89

%

$

41,350

93

%

Bareboat charter

372

3

%

368

3

%

1,100

2

%

1,092

2

%

Other marine services

620

5

%

176

1

%

3,945

9

%

1,918

4

%

12,492

100

%

14,361

100

%

44,651

100

%

44,360

100

%

Direct operating expenses:

Personnel

3,791

30

%

2,985

21

%

11,919

27

%

10,795

24

%

Repairs and maintenance

1,517

12

%

1,021

7

%

5,716

13

%

3,559

8

%

Drydocking

1,940

16

%

(70

)

(0

)%

4,870

11

%

1,101

3

%

Insurance and loss reserves

259

2

%

217

2

%

1,188

3

%

630

1

%

Fuel, lubes and supplies

2,053

16

%

773

5

%

4,251

9

%

2,322

5

%

Other

465

4

%

367

2

%

1,555

3

%

1,331

3

%

10,025

80

%

5,293

37

%

29,499

66

%

19,738

44

%

Direct Vessel Profit

$

2,467

20

%

$

9,068

63

%

$

15,152

34

%

$

24,622

56

%

37


Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $2.3 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $3.1 million lower for the Regional Core Fleet primarily due to reduced fleet utilization and $0.8 million higher due to the repositioning of vessels between geographic regions. As of September 30, 2024 and 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $4.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $3.7 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.0 million higher due to the repositioning of vessels between geographic regions.

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $1.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $1.1 million lower due to the repositioning of vessels between geographic regions and $0.6 million lower for the Regional Core Fleet due to reduced fleet utilization. Other marine services were $2.0 million higher primarily due to higher catering revenues.

Direct Operating Expenses. Direct operating expenses were $9.8 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $6.9 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $2.9 million higher due to the repositioning of vessels between geographic regions.

Other Operating Expenses

Lease Expense. Leased-in equipment expense for the Current Year Quarter and Current Year Nine Months was $0.3 million lower and $0.7 million lower compared to the Prior Year Quarter and Prior Year Nine Months due to having one leased-in vessel in 2024 compared to two in 2023.

Administrative and general. Administrative and general expenses for the Current Year Quarter and Current Year Nine Months were $1.3 million lower and $3.8 million lower compared to the Prior Year Quarter and Prior Year Nine Months primarily due to decreases in allowance for credit losses.

Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Nine Months were $0.5 million lower and $2.1 million lower compared to the Prior Year Quarter and Prior Year Nine Months primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold one AHTS, previously classified as held for sale, and other equipment for net cash proceeds of $2.3 million, after transaction costs, and a gain of $1.8 million. During the Prior Year Quarter there were no vessel sales and the Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows.

During the Current Year Nine Months, the Company sold one AHTS, previously classified as held for sale, and other equipment for net cash proceeds of $2.4 million, after transaction costs, and a gain of $1.9 million. During the Prior Year Nine Months, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million. In addition, during the Prior Year Nine Months, the Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows.

38


Other Income (Expense), Net

For the three and nine months ended September 30, 2024 and 2023, the Company’s other income (expense) was as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Other Income (Expense):

Interest income

$

358

$

340

$

1,396

$

1,222

Interest expense

(10,127

)

(9,536

)

(30,626

)

(27,060

)

Loss on debt extinguishment

(2,004

)

(2,004

)

Derivative gains (losses), net

67

(372

)

Foreign currency (losses) gains, net

(1,717

)

571

(2,357

)

(857

)

Other, net

29

(66

)

$

(11,390

)

$

(10,629

)

$

(32,025

)

$

(28,699

)

Interest income. Interest income for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months was nearly flat .

Interest expense. Interest expense was higher in the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months primarily due to a higher interest rate on the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75% per annum), which was entered into on September 8, 2023, as compared with the 2018 SMFH Credit Facility.

Derivative gains (losses), net. Net derivative gains (losses) for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months increased due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023.

Foreign currency (losses) gains, net. Net foreign currency losses for the Current Year Quarter and Current Year Nine Months compared with net foreign currency gains in the Prior Year Quarter and net foreign currency losses in the Prior Year Nine Months were higher primarily due to the strengthening of the pound sterling in relation to the U.S. dollar.

Income Tax Expense

During the nine months ended September 30, 2024, the Company’s effective income tax rate of (0.5)% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit for U.S. income tax purposes.

Equity in Earnings of 50% or Less Owned Companies

Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $1.3 million lower and earnings for the Current Year Nine Months compared with the Prior Year Nine Months were $2.3 million lower due to the following changes in equity earnings (losses) (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

SEACOR Marine Arabia

$

914

$

2,063

$

2,206

$

2,878

Other

98

210

(1,328

)

304

$

1,012

$

2,273

$

878

$

3,182

39


Liquidity and Capital Resources

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its debt facilities. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations and sales under the Company’s ATM Program, which has approximately $24.9 million of remaining sales capacity as of September 30, 2024. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

As of September 30, 2024 and September 30, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $37.9 million and $58.6 million, respectively.

As of September 30, 2024, the Company had outstanding debt of $300.9 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of September 30, 2024, are as follows (in thousands):

Actual

Remainder 2024

$

6,532

2025

28,605

2026

152,405

2027

27,165

2028

110,257

Years subsequent to 2028

6,227

$

331,191

As of September 30, 2024, the Company had unfunded capital commitments of $12.5 million for miscellaneous vessel equipment, including $9.6 million in respect of hybrid battery power systems. Of the unfunded capital commitments, $6.9 million is payable during 2024 and $5.6 million is payable during 2025. In addition to the unfunded capital commitments above, the Company has indefinitely deferred an additional $9.2 million of capital commitments with respect to one FSV.

Summary of Cash Flows

The following is a summary of the Company’s cash flows for the nine months ended September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

2024

2023

Cash flows provided by or (used in):

Operating Activities

$

(18,790

)

$

10,430

Investing Activities

(1,867

)

16,078

Financing Activities

(25,610

)

(10,919

)

Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents

2

Net Change in Cash, Restricted Cash and Cash Equivalents

$

(46,267

)

$

15,591

40


Operating Activities

Cash flows used in operating activities increased by $29.2 million in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to a decrease in utilization and changes in working capital. The components of cash flows provided by and/or used in operating activities during the Current Year Nine Months and Prior Year Nine Months were as follows (in thousands):

Nine Months Ended September 30,

2024

2023

DVP:

United States, primarily Gulf of Mexico

$

(11,427

)

$

9,639

Africa and Europe

34,961

30,116

Middle East and Asia

12,341

25,670

Latin America

15,152

24,622

Operating, leased-in equipment

(1,658

)

(1,805

)

Administrative and general (excluding provisions for bad debts and amortization of share awards)

(28,845

)

(29,893

)

Other, net (excluding non-cash losses)

(66

)

Dividends received from 50% or less owned companies

2,916

2,075

23,374

60,424

Changes in operating assets and liabilities before interest and income taxes

(21,749

)

(29,017

)

Cash settlements on derivative transactions, net

164

577

Interest paid, excluding capitalized interest (1)

(21,925

)

(21,046

)

Interest received

1,396

1,222

Income taxes paid, net

(50

)

(1,730

)

Total cash flows (used in) provided by operating activities

$

(18,790

)

$

10,430

(1)
During the Current Year Nine Months and the Prior Year Nine Months, the Company paid no capitalized interest.

For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.

Investing Activities

During the Current Year Nine Months, net cash used in investing activities was $1.9 million, primarily as a result of the following:

capital expenditures were $4.3 million; and
the Company sold one AHTS and other equipment for net cash proceeds of $2.4 million, after transaction costs, and a gain of $1.9 million.

During the Prior Year Nine Months, net cash provided by investing activities was $16.1 million, primarily as a result of the following:

capital expenditures were $7.0 million;
the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million; and
the Company received $15.0 million of principal payments under the MexMar Third A&R Facility Agreement.

41


Financing Activities

During the Current Year Nine Months, net cash used in financing activities was $25.6 million, primarily as a result of the following:

the Company made scheduled payments on long-term debt and other obligations of $21.8 million;
the Company received $0.1 million proceeds from the exercise of stock options; and
the Company made payments on tax withholdings for restricted stock vesting of $3.9 million.

During the Prior Year Nine Months, net cash used in financing activities was $10.9 million primarily as a result of the following:

the Company made scheduled payments on long-term debt and other obligations of $23.0 million;
the Company made payments on debt extinguishment of $131.6 million;
the Company made payments on debt extinguishment costs of $1.8 million;
the Company received proceeds from the issuance of long-term debt of $148.4 million;
the Company made payments on finance leases of $0.5 million; and
the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million.

Short and Long-Term Liquidity Requirements

The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $24.9 million in remaining capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its credit facilities.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 4. Long-Term Debt” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 6. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2023 Annual Report. There have been no material changes to the Company’s long-term debt during the Current Year Quarter.

Future Cash Requirements

For a discussion of the Company’s future cash requirements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s 2023 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2023, except as described in “Results of Operations - Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.

42


Contingencies

For a discussion of the Company’s contingencies, see “Note 9. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

43


ITEM 3. QUANTITATIVE AND QUALITATI VE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s 2023 Annual Report. There has been no material change in the Company’s exposure to market risk during the nine months ended September 30, 2024.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2024. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

For a description of developments with respect to pending legal proceedings described in the Company’s 2023 Annual Report, see “Note 9. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

ITEM 1A. RI SK FACTORS

For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2023 Annual Report. There have been no material changes in the Company’s risk factors during the Current Year Quarter.

ITEM 2. UNREGISTERED SALES OF EQUI TY SECURITIES AND USE OF PROCEEDS

(a), (b) None.

(c) This table provides information with respect to purchases by the Company of shares of its Common Stock during the Current Year Quarter:

Total Number of
Shares Purchased

Average Price per
Share

Total Number of
Shares Purchased
as Part of a Publicly
Announced Plan

Maximum Number
of Shares that may
be Purchased Under
the Plan

July 1, 2024 to July 31, 2024

$

August 1, 2024 to August 31, 2024

$

September 1, 2024 to September 30, 2024

$

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAF ETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the third quarter of 2024 , no ne of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

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ITEM 6. EXHIBITS

31.1

Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2

Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32

Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH**

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.

104

The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, has been formatted in Inline XBRL.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNAT URES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SEACOR Marine Holdings Inc.

Date:

October 30, 2024

By:

/s/ John Gellert

John Gellert, President,

Chief Executive Officer

(Principal Executive Officer)

Date:

October 30, 2024

By:

/s/ Jesús Llorca

Jesús Llorca, Executive Vice President

and Chief Financial Officer

(Principal Financial Officer)

Date:

October 30, 2024

By:

/s/ Gregory S. Rossmiller

Gregory S. Rossmiller,

Senior Vice President

and Chief Accounting Officer

(Principal Accounting Officer)

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