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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31,
2025
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 April 25, 2025 was
26,852,347
. The registrant has no other class of common stock outstanding.
Trade, net of allowance for credit loss of $
4,338
and $
4,745
as of March 31, 2025 and December 31, 2024, respectively
63,946
69,888
Other
8,811
7,913
Tax receivable
1,602
1,601
Inventories
2,827
2,760
Prepaid expenses and other
6,075
4,406
Assets held for sale
12,195
10,943
Total current assets
140,884
173,651
Property and Equipment:
Historical cost
881,961
900,414
Accumulated depreciation
(
365,422
)
(
367,448
)
516,539
532,966
Construction in progress
27,248
11,904
Net property and equipment
543,787
544,870
Right-of-use asset - operating leases
3,293
3,436
Right-of-use asset - finance leases
28
36
Investments, at equity, and advances to 50% or less owned companies
4,507
3,541
Other assets
1,665
1,577
Total assets
$
694,164
$
727,111
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities
$
540
$
606
Current portion of finance lease liabilities
11
17
Current portion of long-term debt
30,000
27,500
Accounts payable
28,445
29,236
Accrued wages and benefits
2,757
5,229
Accrued interest
—
1,618
Accrued capital, repair and maintenance expenditures
4,746
8,791
Unearned revenue
2,548
2,534
Accrued insurance deductibles and premiums
3,009
3,561
Derivatives
—
464
Other current liabilities
3,354
5,486
Total current liabilities
75,410
85,042
Long-term operating lease liabilities
2,926
2,982
Long-term finance lease liabilities
17
20
Long-term debt
310,108
317,339
Deferred income taxes
20,312
22,037
Deferred gains and other liabilities
1,356
1,369
Total liabilities
410,129
428,789
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $
.01
par value,
60,000,000
shares authorized;
29,296,136
and
28,466,326
shares issued as of March 31, 2025 and December 31, 2024, respectively
293
287
Additional paid-in capital
480,904
479,283
Accumulated deficit
(
196,089
)
(
180,600
)
Shares held in treasury of
1,088,028
and
796,965
as of March 31, 2025 and December 31, 2024, respectively, at cost
(
9,628
)
(
8,110
)
Accumulated other comprehensive income, net of tax
8,234
7,141
283,714
298,001
Noncontrolling interests in subsidiaries
321
321
Total equity
284,035
298,322
Total liabilities and equity
$
694,164
$
727,111
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 March 31,
2025
2024
Operating Revenues
$
55,499
$
62,770
Costs and Expenses:
Operating
41,928
48,099
Administrative and general
11,486
11,917
Lease expense
337
481
Depreciation and amortization
12,810
12,882
66,561
73,379
Gains (Losses) on Asset Dispositions and Impairments, Net
5,809
(
1
)
Operating Loss
(
5,253
)
(
10,610
)
Other Income (Expense):
Interest income
436
593
Interest expense
(
9,586
)
(
10,309
)
Derivative gains (losses), net
125
(
543
)
Foreign currency losses, net
(
1,196
)
(
80
)
Other, net
—
(
95
)
(
10,221
)
(
10,434
)
Loss Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies
(
15,474
)
(
21,044
)
Income Tax Expense
904
925
Loss Before Equity in Earnings (Losses) of 50% or Less Owned Companies
(
16,378
)
(
21,969
)
Equity in Earnings (Losses) of 50% or Less Owned Companies
889
(
1,100
)
Net Loss
$
(
15,489
)
$
(
23,069
)
Net Loss Per Share:
Basic
$
(
0.56
)
$
(
0.84
)
Diluted
(
0.56
)
(
0.84
)
Weighted Average Common Stock and Warrants Outstanding:
Basic
27,908,297
27,343,604
Diluted
27,908,297
27,343,604
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
March 31,
2025
2024
Net Loss
$
(
15,489
)
$
(
23,069
)
Other Comprehensive Income (Loss):
Foreign currency translation gains (losses)
1,093
(
71
)
1,093
(
71
)
Income Tax Expense
—
—
1,093
(
71
)
Comprehensive Loss
$
(
14,396
)
$
(
23,140
)
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 Three Months Ended March 31, 2025
December 31, 2024
27,669,361
$
287
$
479,283
796,965
$
(
8,110
)
$
(
180,600
)
$
7,141
$
321
$
298,322
Restricted stock grants
644,880
6
—
—
—
—
—
—
6
Amortization of share awards
—
—
1,621
—
—
—
—
—
1,621
Restricted stock vesting
(
216,874
)
—
—
216,874
(
1,141
)
—
—
—
(
1,141
)
Performance restricted stock vesting
110,741
—
—
74,189
(
377
)
—
—
—
(
377
)
Net loss
—
—
—
—
—
(
15,489
)
—
—
(
15,489
)
Other comprehensive income
—
—
—
—
—
—
1,093
—
1,093
March 31, 2025
28,208,108
$
293
$
480,904
1,088,028
$
(
9,628
)
$
(
196,089
)
$
8,234
$
321
$
284,035
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 Three Months Ended March 31, 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
—
—
1,639
—
—
—
—
—
1,639
Exercise of options
9,166
—
102
—
—
—
—
—
102
Restricted stock vesting
(
251,333
)
—
—
251,333
(
3,081
)
—
—
—
(
3,081
)
Performance restricted stock vesting
96,150
—
—
61,305
(
769
)
—
—
—
(
769
)
Net loss
—
—
—
—
—
(
23,069
)
—
—
(
23,069
)
Other comprehensive loss
—
—
—
—
—
(
115
)
(
71
)
—
(
186
)
March 31, 2024
27,602,032
$
286
$
474,433
793,652
$
(
8,071
)
$
(
125,609
)
$
7,506
$
321
$
348,866
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
4
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDA
TED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended March 31,
2025
2024
Cash Flows from Operating Activities:
Net Loss
$
(
15,489
)
$
(
23,069
)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
12,810
12,882
Deferred financing costs amortization
43
295
Stock-based compensation expense
1,627
1,645
Debt discount amortization
226
1,926
Allowance for credit losses
(
407
)
3
(Gains) losses from equipment sales, retirements or impairments
(
5,809
)
1
Derivative (gains) losses
(
125
)
543
Interest on finance leases
1
—
Settlements on derivative transactions, net
(
373
)
164
Currency losses
1,196
80
Deferred income taxes
(
1,725
)
(
1,845
)
Equity (earnings) losses
(
889
)
1,100
Changes in Operating Assets and Liabilities:
Accounts receivables
5,333
4,291
Other assets
(
1,681
)
(
1,290
)
Accounts payable and accrued liabilities
(
6,204
)
(
3,895
)
Net cash used in operating activities
(
11,466
)
(
7,169
)
Cash Flows from Investing Activities:
Purchases of property and equipment
(
20,795
)
(
3,416
)
Proceeds from disposition of property and equipment
8,472
—
Net cash used in investing activities
(
12,323
)
(
3,416
)
Cash Flows from Financing Activities:
Payments on long-term debt
(
5,000
)
(
7,530
)
Payments on long-term debt issuance costs
(
396
)
—
Payments on finance leases
(
9
)
(
9
)
Tax withholdings on restricted stock vesting and director share awards
(
1,518
)
(
3,850
)
Net cash used in financing activities
(
6,923
)
(
11,389
)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents
—
2
Net Change in Cash, Restricted Cash and Cash Equivalents
(
30,712
)
(
21,972
)
Cash, Restricted Cash and Cash Equivalents, Beginning of Period
76,140
84,131
Cash, Restricted Cash and Cash Equivalents, End of Period
$
45,428
$
62,159
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest
$
10,935
$
6,062
Noncash Investing and Financing Activities:
(Decrease) increase in capital expenditures in accounts payable and accrued liabilities
(
5,182
)
133
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.
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, 2024 (the “2024 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 Adopted Accounting Standards.
On November 27, 2023, the Financial Accounting Standards Board (“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. The Company adopted the standard as of December 31, 2024 and the
adoption
of the standard did
not
have a material effect on the Company’s consolidated financial position, results of operations or disclosures.
Recently Issued Accounting Standards.
On December 14, 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose, on an annual basis, 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 does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
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 or disclosures.
6
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 America, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
7
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
March 31, 2025 and December 31, 2024 were as follows (in thousands):
March 31, 2025
December 31, 2024
Balance at beginning of period
$
2,534
$
687
Unearned revenues during the period
1,325
6,689
Revenues recognized during the period
(
1,311
)
(
4,842
)
Balance at end of period
$
2,548
$
2,534
As of March 31, 2025 and December 31, 2024
, the Company had unearned revenue of $
2.5
million and $
2.5
million, respectively, primarily related to mobilization of vessels.
Direct Operating Expenses.
Direct operating costs and expenses that are considered significant, other than leased-in equipment expense, consist primarily of costs and expenses such as: personnel; repairs and maintenance; drydocking; insurance and loss reserves; and fuel, lubes and supplies. Other direct operating expenses consist of 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 and credit 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 acquired. However, those provisions are estimates and actual results may materially differ from those estimates.
8
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 March 31, 2025
, 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 three months ended March 31, 2025 or 2024.
Assets Held for Sale.
As of March 31, 2025, one fast support vessel (“FSV”), with a carrying value of $
1.5
million, one platform support vessel (“PSV”), with a carrying value of $
5.4
million, both previously included in the Middle East and Asia segment, and one PSV, with a carrying value of $
5.3
million, previously included in the United States (primarily Gulf of America) segment, were classified as assets held for sale and subsequently sold during the second quarter of 2025. See “Note 12. Subsequent Events” in the unaudited consolidated financial statements elsewhere in this Quarterly Report on Form 10-Q.
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 three months ended March 31, 2025
and 2024, the Company did
no
t record
impairment
charges on any 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 March 31, 2025, 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
9
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 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 three months ended March 31, 2025 and 2024
, the Company did
no
t recognize any impairment charges related to its 50% or less owned companies.
Income Taxes.
During the three months ended March 31, 2025
, the Company’s effective income tax rate of
5.8
% 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.
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. As of December 31, 2024, the Company
no
longer had New Convertible Notes as a result of the completion of the 2024 SMFH Credit Facility as previously described in the 2024 Annual Report. See “Note 12. Subsequent Events” in the unaudited consolidated financial statements elsewhere in this Quarterly Report on Form 10-Q.
For the three months ended March 31, 2024
, 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 months ended March 31, 2025 and 2024
diluted loss per share of Common Stock excluded
1,266,954
and
1,378,797
shares of restricted stock, respectively, and
1,008,865
and
1,016,865
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.
10
2.
EQUIPMENT ACQUISITIONS AND DISPOSITIONS
During the three months ended March 31, 2025, capital expenditures were
$
20.8
million and there were
no
equipment deliveries.
During the three months ended March 31, 2025
, the Company sold
one
liftboat and other equipment
for net cash proceeds of $
8.5
million, after transaction costs, and a gain of $
5.8
million. During the
three months ended March 31, 2024
, there were
no
equipment deliveries and
no
vessel sales.
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
March 31, 2025 and December 31, 2024 were as follows (in thousands):
Ownership
March 31, 2025
December 31, 2024
Seabulk Angola
49.0
%
$
1,141
$
962
SEACOR Marine Arabia
45.0
%
3,294
2,508
Other
20.0
% -
50.0
%
72
71
$
4,507
$
3,541
4.
LONG-TERM DEBT
The Company’s long-term debt obligations as of
March 31, 2025 and December 31, 2024 were as follows (in thousands):
March 31, 2025
December 31, 2024
2024 SMFH Credit Facility
$
345,000
$
350,000
Current portion due within one year
(
30,000
)
(
27,500
)
Unamortized debt discount
(
4,112
)
(
4,338
)
Deferred financing costs
(
780
)
(
823
)
Long-term debt, less current portion
$
310,108
$
317,339
As of March 31, 2025, the Company was in compliance with all debt covenants and lender requirements.
Letters of Credit
. As of March 31, 2025
, the Company had outstanding letters of credit of $
0.4
million securing lease obligations, labor and performance guaranties.
5.
LEASES
As of March 31, 2025
, 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
six
to
264
months.
As of
March 31, 2025, future minimum payments for leases for the remainder of 2025 and the years ended December 31, noted below, were as follows (in thousands):
Operating Leases
Finance Leases
Remainder of 2025
$
807
$
10
2026
474
13
2027
400
9
2028
341
—
2029
341
—
Years subsequent to 2029
2,531
—
4,894
32
Interest component
(
1,428
)
(
4
)
3,466
28
Current portion of long-term lease liabilities
540
11
Long-term lease liabilities
$
2,926
$
17
11
For the
three months ended March 31, 2025 and 2024 the components of lease expense were as follows (in thousands):
Three Months Ended March 31,
2025
2024
Operating lease costs
$
200
$
394
Finance lease costs:
Amortization of finance lease assets
(1)
11
10
Interest on finance lease liabilities
(2)
1
—
Short-term lease costs
137
87
$
349
$
491
(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
three months ended March 31, 2025 supplemental cash flow information related to leases was as follows (in thousands):
2025
Operating cash outflows from operating leases
$
178
Financing cash outflows from finance leases
9
Right-of-use assets obtained for operating lease liabilities
—
Right-of-use assets obtained for finance lease liabilities
—
For the
three months ended March 31, 2025 other information related to leases was as follows:
2025
Weighted average remaining lease term, in years - operating leases
11.5
Weighted average remaining lease term, in years - finance leases
2.4
Weighted average discount rate - operating leases
6.1
%
Weighted average discount rate - finance leases
10.8
%
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
three months ended March 31, 2025:
Statutory rate
(
21.0
)%
Income (loss) of foreign subsidiaries not includable in U.S. return and foreign withholding tax
25.0
%
162(m) - Executive compensation
2.0
%
Subpart F Income and GILTI
1.4
%
Share Award Plans
(
1.5
)%
Other
(
0.1
)%
Effective income tax rate
5.8
%
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):
March 31, 2025
December 31, 2024
Derivative
Asset
Derivative
Liability
Derivative
Asset
Derivative
Liability
Derivatives not designated as hedging instruments:
Forward Exchange Contract
$
34
$
—
$
—
$
464
12
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 four hybrid battery power systems, the purchase price for which is denominated in Norwegian Kroner. The Company recognized gains of $
0.1
million during the three months ended
March 31, 2025
and losses of $
0.5
million during the three months ended
March 31, 2024 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. As of March 31, 2025 and December 31, 2024, there were no interest rate swaps held by the Company.
Other Derivative Instruments.
The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the three months ended March 31, 2025 and 2024 as follows (in thousands):
Three Months Ended March 31,
2025
2024
Forward currency exchange, option, and future contracts
$
125
$
(
543
)
The forward currency exchange contract relates to the purchase of four 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.
The Company’s financial assets and liabilities as of
March 31, 2025 and December 31, 2024 that are measured at fair value on a recurring basis were as follows (in thousands):
March 31, 2025
Level 1
Level 2
Level 3
ASSETS
Derivative instruments
$
—
$
34
$
—
December 31, 2024
LIABILITIES
Derivative instruments
$
—
$
464
$
—
13
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
March 31, 2025 and December 31, 2024 were as follows (in thousands):
Estimated Fair Value
March 31, 2025
Carrying
Amount
Level 1
Level 2
Level 3
LIABILITIES
Long-term debt, including current portion
340,108
—
340,888
—
December 31, 2024
LIABILITIES
Long-term debt, including current portion
344,839
—
345,662
—
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 three months ended March 31, 2025
, the Company recognized
no
impairment charges. During the year ended
December 31, 2024
, the Company recognized impairment charges totaling $
3.7
million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed.
9.
COMMITMENTS AND CONTINGENCIES
As of March 31, 2025
, the Company had unfunded capital commitments of $
72.9
million consisting of $
67.8
million in respect of the construction of
two
PSVs, $
2.8
million in respect of
four
hybrid battery power systems and $
2.3
million for miscellaneous vessel equipment. Of the unfunded capital commitments, $
31.2
million is payable during the remainder of 2025, $
30.7
million is payable during 2026 and the remainder is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility as previously described in the 2024 Annual Report, $
18.0
million of the proceeds from the sale of
two
anchor handling towing supply vessels (“AHTS”) was designated to make payments on the construction of
two
PSVs of which $
1.8
million remained in a restricted account as of March 31, 2025. Additionally, the 2024 SMFH Credit Facility includes a dedicated $
41.0
million tranche that may be used to pay up to
50
% of the purchase price of these vessels. This tranche remained undrawn as of March 31, 2025.
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 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
14
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$
26.7
million based on a historical potential levy of R$
12.87
million (USD $
4.6
million and USD $
2.2
million, respectively, based on the exchange rate as of
March 31, 2025).
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. As of March 31, 2025, all invoices received related to MNOPF and MNRPF have been settled in full.
10.
STOCK BASED COMPENSATION
Transactions in connection with the Company’s Equity Incentive Plans during the
three months ended March 31, 2025 were as follows:
Restricted Stock Activity:
Outstanding as of December 31, 2024
(1)
1,392,226
Granted
644,880
Vested
(2)
(
770,152
)
Forfeited
—
Outstanding as of March 31, 2025
(3)
1,266,954
Stock Option Activity:
Outstanding as of December 31, 2024
1,013,865
Granted
—
Exercised
—
Forfeited
(
5,000
)
Outstanding as of March 31, 2025
1,008,865
(1)
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.
(2)
Includes
184,930
vested grants of performance-based restricted stock units.
(3)
Includes
30,923
grants of performance-based restricted stock units that satisfied the performance obligation and are therefore likely to vest and excludes
590,657
grants of performance-based restricted stock units that are not considered outstanding until such time that they become probable to vest.
For the three months ended March 31, 2025
, the Company acquired for treasury (i)
216,874
shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $
1.1
million, and (ii)
74,189
shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of performance-based restricted stock units for an aggregate purchase price of $
0.4
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.
15
11.
SEGMENT INFORMATION
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2024
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
America)
Africa
and Europe
Middle
East
and Asia
Latin
America
Total
For the Three Months Ended March 31, 2025
Operating Revenues:
Time charter
$
6,765
$
20,835
$
15,710
$
8,623
$
51,933
Bareboat charter
—
—
—
708
708
Other marine services
235
852
292
1,479
2,858
7,000
21,687
16,002
10,810
55,499
Direct Costs and Expenses:
Operating:
Personnel
6,486
5,183
4,927
1,941
18,537
Repairs and maintenance
1,479
3,462
2,505
1,074
8,520
Drydocking
1,066
1,241
1,031
531
3,869
Insurance and loss reserves
702
594
702
155
2,153
Fuel, lubes and supplies
819
2,180
883
664
4,546
Other
349
2,727
881
346
4,303
10,901
15,387
10,929
4,711
41,928
Direct Vessel (Loss) Profit
$
(
3,901
)
$
6,300
$
5,073
$
6,099
13,571
Other Costs and Expenses:
Lease expense
$
136
$
63
$
83
$
55
337
Administrative and general
11,486
Depreciation and amortization
3,705
4,402
3,230
1,473
12,810
24,633
Gains on asset dispositions and impairments, net
5,809
Operating loss
$
(
5,253
)
As of March 31, 2025
Property and Equipment:
Historical Cost
$
215,578
$
325,000
$
236,337
$
105,046
$
881,961
Accumulated Depreciation
(
107,646
)
(
125,722
)
(
98,960
)
(
33,094
)
(
365,422
)
$
107,932
$
199,278
$
137,377
$
71,952
$
516,539
Total Assets
(1)
$
137,600
$
237,451
$
186,108
$
89,247
$
650,406
(1)
Total Assets by region does not include corporate assets of $
43.8
million as of
March 31, 2025
.
16
United
States
(primarily
Gulf of
America)
Africa
and Europe
Middle
East
and Asia
Latin
America
Total
For the Three Months Ended March 31, 2024
Operating Revenues:
Time charter
$
6,957
$
20,555
$
16,477
$
15,274
$
59,263
Bareboat charter
—
—
—
364
364
Other marine services
1,026
169
350
1,598
3,143
7,983
20,724
16,827
17,236
62,770
Direct Costs and Expenses:
Operating:
Personnel
5,781
5,181
5,963
4,745
21,670
Repairs and maintenance
1,404
3,209
2,712
2,438
9,763
Drydocking
1,968
2,032
1,483
1,223
6,706
Insurance and loss reserves
396
334
618
390
1,738
Fuel, lubes and supplies
667
1,287
1,198
1,371
4,523
Other
(
171
)
2,199
1,000
671
3,699
10,045
14,242
12,974
10,838
48,099
Direct Vessel (Loss) Profit
$
(
2,062
)
$
6,482
$
3,853
$
6,398
14,671
Other Costs and Expenses:
Lease expense
$
138
$
178
$
85
$
80
481
Administrative and general
11,917
Depreciation and amortization
2,750
3,915
3,496
2,721
12,882
25,280
Losses on asset dispositions and impairments, net
(
1
)
Operating loss
$
(
10,610
)
As of March 31, 2024
Property and Equipment:
Historical Cost
$
163,373
$
292,292
$
267,401
$
196,073
$
919,139
Accumulated Depreciation
(
85,334
)
(
100,578
)
(
98,203
)
(
52,886
)
(
337,001
)
$
78,039
$
191,714
$
169,198
$
143,187
$
582,138
Total Assets
(1)
$
107,976
$
223,985
$
193,756
$
161,590
$
687,307
(1)
Total Assets by region does not include corporate assets of $
57.5
million as of March 31, 2024
.
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
March 31, 2025, and 2024
, the Company’s investments, at equity and advances to
50
% or less owned companies were $
4.5
million and $
3.1
million, respectively. Equity in earnings (losses) of 50% or less owned companies for the
three months ended March 31, 2025 and 2024
were $
0.9
million and ($
1.1
) 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 other than as described below.
On April 24, 2025, the Company completed the sale of
one
FSV built in 2009 for total proceeds of $
4.6
million and a gain of approximately $
3.0
million. Of these sale proceeds, approximately $
3.8
million was designated to make future payments on the construction of
two
PSVs and deposited in a restricted account.
On April 7, 2025, the Company completed the sale of
two
201 foot, DP-2 PSVs built in 2014 for total proceeds of $
28.6
million and a gain of $
17.6
million. Of these sale proceeds, approximately $
12.9
million was used to complete the Securities Repurchase described below, and approximately $
10.9
million was designated to make future payments on the construction of
two
PSVs and deposited in a restricted account.
17
On April 4, 2025, SEACOR Marine purchased from certain funds affiliated with Carlyle (the “Carlyle Investors”),
1,355,761
shares of Common Stock, at $
4.90
per share, and warrants to purchase
1,280,195
shares of Common Stock at an exercise price of $
0.01
per share, at $
4.89
per warrant, representing approximately
9.1
% of the outstanding shares of Common Stock assuming the full exercise of the warrants (the “Securities Repurchase”). The aggregate purchase price was approximately $
12.9
million, with the per share and warrant price negotiated based on a trailing volume weighted average price. After giving effect to the Securities Repurchase, the Company no longer has any warrants to purchase Common Stock outstanding. The Company used net proceeds from a vessel sale to complete the Securities Repurchase.
18
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 2024 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 2024 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of March 31, 2025, the Company operated a diverse fleet of 53 support vessels, of which 50 were owned and three were managed on behalf of unaffiliated third parties. 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 and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. 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 Gulf of America; 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.
19
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 three months ended March 31, 2025, WTI oil prices reached a high of $80 per barrel and a low of $66 per barrel, ending the period at $71 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 certain 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
20
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 March 31, 2025, one of the Company’s 50 owned vessels were cold-stacked worldwide.
Recent Developments
Securities Repurchase
On April 4, 2025, SEACOR Marine purchased from certain funds affiliated with Carlyle (the “Carlyle Investors”), 1,355,761 shares of Common Stock, at $4.90 per share, and warrants to purchase 1,280,195 shares of Common Stock at an exercise price of $0.01 per share, at $4.89 per warrant, representing approximately 9.1% of the outstanding shares of Common Stock assuming the full exercise of the warrants (the “Securities Repurchase”). The aggregate purchase price was approximately $12.9 million, with the per share and warrant price negotiated based on a trailing volume weighted average price. After giving effect to the Securities Repurchase, the Company no longer has any warrants to purchase Common Stock outstanding. The Company used net proceeds from a vessel sale to complete the Securities Repurchase.
Vessel Sales
On April 24, 2025, the Company completed the sale of one FSV built in 2009 for total proceeds of $4.6 million and a gain of approximately $3.0 million. Of these sale proceeds, approximately $3.8 million was designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On April 7, 2025, the Company completed the sale of two 201 foot, DP-2 PSVs built in 2014 for total proceeds of $28.6 million and a gain of $17.6 million. Of these sale proceeds, approximately $12.9 million was used to complete the Securities Repurchase described above, and approximately $10.9 million was designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On December 10, 2024, the Company completed the sale of two AHTS for total proceeds of $22.5 million and a gain of $15.6 million. This sale marked the Company’s exit from the AHTS asset class and a portion of the proceeds were used to partially fund the contract price for the newbuild PSVs described below. As of March 31, 2025, the Company managed the two sold AHTS on behalf of the new owners. On April 12, 2025, the Company handed over the management of one of the two sold AHTS to the new owners.
Debt Refinancing, Maturity Extension and Newbuild Orders
On November 27, 2024, SEACOR Marine, as parent guarantor, SEACOR Marine Foreign Holdings Inc. (“SMFH”), as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a senior secured term loan of up to $391.0 million (the “2024 SMFH Credit Facility” and such agreement, the “2024 SMFH Credit Agreement”) with an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
The 2024 SMFH Credit Facility is divided into two tranches, Tranche A consists of up to $350.0 million and Tranche B consists of up to $41.0 million. Tranche A has been fully drawn with the proceeds used to, among other things, refinance $328.7 million of principal indebtedness under multiple debt facilities, including $203.7
21
million of secured indebtedness and $125.0 million of unsecured indebtedness due in 2026, inclusive of $35.0 million of convertible debt. Tranche B remained undrawn as of March 31, 2025 with the proceeds available solely to finance up to 50% of the payments to Fujian Mawei Shipbuilding Ltd. with respect to the shipbuilding contracts for the construction of two PSVs with a contract price of $41.0 million per vessel. The remainder of the purchase price of the vessels will be paid through asset sale proceeds and cash on hand. The PSVs are each 4,650 tons deadweight with a 1,000 square meter deck area and equipped with medium speed diesel engines and an integrated battery energy storage system for higher fuel efficiency and lower running costs. The PSVs are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027, respectively. The 2024 SMFH Credit Facility matures in December 2029.
At the Market Program
On February 7, 2025, SEACOR Marine entered into an at-the-market offering program (“ATM Program”) pursuant to a sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), relating to the issuance and sale from time to time by SEACOR Marine, as principal or through the Sales Agent, of shares of Common Stock having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). The sale of the ATM Shares if any, under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the NYSE, the existing trading market for the Common Stock, or any other market venue where the Common Stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Sales Agent may also sell the ATM Shares by any other method permitted by law. Upon the execution and effectiveness of the Sales Agreement, the at-the-market offering program entered into with the Sales Agent in November of 2023 was terminated. No sales have been made under the Sales Agreement since it was entered into.
22
Consolidated
Results of Operations
The sections below provide an analysis of the Company’s results of operations for the three months (“Current Year Quarter”) ended March 31, 2025 compared with the three months (“Prior Year Quarter”) ended March 31, 2024. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2024, 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 March 31,
2025
2024
Time Charter Statistics:
Average Rates Per Day
$
18,825
$
19,042
Fleet Utilization
60
%
62
%
Fleet Available Days
4,583
5,005
Operating Revenues:
Time charter
$
51,933
94
%
$
59,263
94
%
Bareboat charter
708
1
%
364
1
%
Other marine services
2,858
5
%
3,143
5
%
55,499
100
%
62,770
100
%
Costs and Expenses:
Operating:
Personnel
18,537
34
%
21,670
35
%
Repairs and maintenance
8,520
15
%
9,763
15
%
Drydocking
3,869
7
%
6,706
11
%
Insurance and loss reserves
2,153
4
%
1,738
3
%
Fuel, lubes and supplies
4,546
8
%
4,523
7
%
Other
4,303
8
%
3,699
6
%
41,928
76
%
48,099
77
%
Lease expense - operating
337
1
%
481
1
%
Administrative and general
11,486
21
%
11,917
19
%
Depreciation and amortization
12,810
23
%
12,882
21
%
66,561
120
%
73,379
117
%
Gains (Losses) on Asset Dispositions and Impairments, Net
5,809
10
%
(1
)
(0
)%
Operating Loss
(5,253
)
(9
)%
(10,610
)
(17
)%
Other Expense, Net
(10,221
)
(18
)%
(10,434
)
(17
)%
Loss Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies
(15,474
)
(28
)%
(21,044
)
(34
)%
Income Tax Expense
904
2
%
925
1
%
Loss Before Equity in Earnings of 50% or Less Owned Companies
(16,378
)
(30
)%
(21,969
)
(35
)%
Equity in Earnings (Losses) of 50% or Less Owned Companies
889
2
%
(1,100
)
(2
)%
Net Loss
$
(15,489
)
(28
)%
$
(23,069
)
(37
)%
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.
23
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
America)
Africa
and Europe
Middle
East
and Asia
Latin
America
Total
For the Three Months Ended March 31, 2025
Time Charter Statistics:
Average Rates Per Day
$
23,874
$
17,294
$
17,848
$
22,084
$
18,825
Fleet Utilization
25
%
70
%
75
%
67
%
60
%
Fleet Available Days
1,121
1,710
1,170
582
4,583
Operating Revenues:
Time charter
$
6,765
$
20,835
$
15,710
$
8,623
$
51,933
Bareboat charter
—
—
—
708
708
Other marine services
235
852
292
1,479
2,858
7,000
21,687
16,002
10,810
55,499
Direct Costs and Expenses:
Operating:
Personnel
6,486
5,183
4,927
1,941
18,537
Repairs and maintenance
1,479
3,462
2,505
1,074
8,520
Drydocking
1,066
1,241
1,031
531
3,869
Insurance and loss reserves
702
594
702
155
2,153
Fuel, lubes and supplies
819
2,180
883
664
4,546
Other
349
2,727
881
346
4,303
10,901
15,387
10,929
4,711
41,928
Direct Vessel (Loss) Profit
$
(3,901
)
$
6,300
$
5,073
$
6,099
13,571
Other Costs and Expenses:
Lease expense
$
136
$
63
$
83
$
55
337
Administrative and general
11,486
Depreciation and amortization
3,705
4,402
3,230
1,473
12,810
24,633
Gains on asset dispositions and impairments, net
5,809
Operating loss
$
(5,253
)
As of March 31, 2025
Property and Equipment:
Historical cost
$
215,578
$
325,000
$
236,337
$
105,046
$
881,961
Accumulated depreciation
(107,646
)
(125,722
)
(98,960
)
(33,094
)
(365,422
)
$
107,932
$
199,278
$
137,377
$
71,952
$
516,539
Total Assets
(1)
$
137,600
$
237,451
$
186,108
$
89,247
$
650,406
(1)
Total Assets by region does not include corporate assets of $43.8 million as of March 31, 2025
.
24
United
States
(primarily
Gulf of
America)
Africa
and Europe
Middle
East
and Asia
Latin
America
Total
For the Three Months Ended March 31, 2024
Time Charter Statistics:
Average Rates Per Day
$
28,156
$
15,197
$
16,934
$
28,308
$
19,042
Fleet Utilization
27
%
76
%
71
%
58
%
62
%
Fleet Available Days
927
1,775
1,365
938
5,005
Operating Revenues:
Time charter
$
6,957
$
20,555
$
16,477
$
15,274
$
59,263
Bareboat charter
—
—
—
364
364
Other marine services
1,026
169
350
1,598
3,143
7,983
20,724
16,827
17,236
62,770
Direct Costs and Expenses:
Operating:
Personnel
5,781
5,181
5,963
4,745
21,670
Repairs and maintenance
1,404
3,209
2,712
2,438
9,763
Drydocking
1,968
2,032
1,483
1,223
6,706
Insurance and loss reserves
396
334
618
390
1,738
Fuel, lubes and supplies
667
1,287
1,198
1,371
4,523
Other
(171
)
2,199
1,000
671
3,699
10,045
14,242
12,974
10,838
48,099
Direct Vessel (Loss) Profit
$
(2,062
)
$
6,482
$
3,853
$
6,398
$
14,671
Other Costs and Expenses:
Lease expense
$
138
$
178
$
85
$
80
481
Administrative and general
11,917
Depreciation and amortization
2,750
3,915
3,496
2,721
12,882
25,280
Losses on asset dispositions and impairments, net
(1
)
Operating loss
$
(10,610
)
As of March 31, 2024
Property and Equipment:
Historical cost
$
163,373
$
292,292
$
267,401
$
196,073
$
919,139
Accumulated depreciation
(85,334
)
(100,578
)
(98,203
)
(52,886
)
(337,001
)
$
78,039
$
191,714
$
169,198
$
143,187
$
582,138
Total Assets
(1)
$
107,976
$
223,985
$
193,756
$
161,590
$
687,307
(1)
Total Assets by region does not include corporate assets of $57.5 million as of March 31, 2024
.
25
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 March 31, 2025
Time Charter Statistics:
Average Rates Per Day
$
—
$
13,786
$
19,424
$
39,559
$
—
$
18,825
Fleet Utilization
—
%
71
%
55
%
44
%
—
%
60
%
Fleet Available Days
—
1,980
1,890
713
—
4,583
Operating Revenues:
Time charter
$
15
$
19,357
$
20,286
$
12,275
$
—
$
51,933
Bareboat charter
—
—
708
—
—
708
Other marine services
9
762
508
1,289
290
2,858
24
20,119
21,502
13,564
290
55,499
Direct Costs and Expenses:
Operating:
Personnel
1
4,933
8,351
5,247
5
18,537
Repairs and maintenance
38
2,983
3,949
1,571
(21
)
8,520
Drydocking
—
353
2,513
1,003
—
3,869
Insurance and loss reserves
—
517
631
1,241
(236
)
2,153
Fuel, lubes and supplies
66
1,173
2,594
712
1
4,546
Other
12
1,782
2,018
482
9
4,303
117
11,741
20,056
10,256
(242
)
41,928
Other Costs and Expenses:
Lease expense
$
—
$
—
$
—
$
—
$
337
337
Administrative and general
11,486
Depreciation and amortization
4
4,932
4,133
3,719
22
12,810
24,633
Gains on asset dispositions and impairments, net
5,809
Operating loss
$
(5,253
)
As of March 31, 2025
Property and Equipment:
Historical cost
$
948
$
341,102
$
290,765
$
230,181
$
18,965
$
881,961
Accumulated depreciation
(829
)
(164,077
)
(70,415
)
(111,390
)
(18,711
)
(365,422
)
$
119
$
177,025
$
220,350
$
118,791
$
254
$
516,539
(1)
Anchor handling towing supply vessel (“AHTS”).
(2)
Fast support vessel (“FSV”).
(3)
Platform support vessel (“PSV”)
.
26
AHTS
FSV
PSV
Liftboats
Other
activity
Total
For the Three Months Ended March 31, 2024
Time Charter Statistics:
Average Rates Per Day
$
8,538
$
11,834
$
19,133
$
53,506
$
—
$
19,042
Fleet Utilization
75
%
72
%
53
%
53
%
—
%
62
%
Fleet Available Days
364
2,002
1,911
728
—
5,005
Operating Revenues:
Time charter
$
2,331
$
17,081
$
19,390
$
20,461
$
—
$
59,263
Bareboat charter
—
—
364
—
—
364
Other marine services
—
126
416
1,772
829
3,143
2,331
17,207
20,170
22,233
829
62,770
Direct Costs and Expenses:
Operating:
Personnel
1,064
5,649
8,850
6,140
(33
)
21,670
Repairs and maintenance
220
3,093
4,393
2,035
22
9,763
Drydocking
68
1,869
3,386
1,383
—
6,706
Insurance and loss reserves
43
277
395
1,282
(259
)
1,738
Fuel, lubes and supplies
616
1,051
1,889
967
—
4,523
Other
287
1,649
1,395
343
25
3,699
2,298
13,588
20,308
12,150
(245
)
48,099
Other Costs and Expenses:
Lease expense
$
171
$
—
$
—
$
—
$
310
481
Administrative and general
11,917
Depreciation and amortization
175
4,744
4,073
3,866
24
12,882
25,280
Losses on asset dispositions and impairments, net
(1
)
Operating loss
$
(10,610
)
As of March 31, 2024
Property and Equipment:
Historical cost
$
12,669
$
341,377
$
301,528
$
244,462
$
19,103
$
919,139
Accumulated depreciation
(5,310
)
(147,172
)
(57,235
)
(108,492
)
(18,792
)
(337,001
)
$
7,359
$
194,205
$
244,293
$
135,970
$
311
$
582,138
Fleet Counts.
The Company’s fleet count as of March 31, 2025 and December 31, 2024 was as follows:
Owned
Managed
Total
March 31, 2025
AHTS
—
2
2
FSV
22
1
23
PSV
21
—
21
Liftboats
7
—
7
50
3
53
December 31, 2024
AHTS
—
2
2
FSV
22
1
23
PSV
21
—
21
Liftboats
8
—
8
51
3
54
27
Operating
Income
(Loss)
United States, primarily Gulf of America.
For the three months ended March 31, 2025 and 2024 the Company’s time charter statistics and direct vessel loss in the U.S. were as follows (in thousands, except statistics):
For the Three Months Ended March 31,
2025
2024
Time Charter Statistics:
Rates Per Day Worked:
FSV
$
10,782
$
9,452
PSV
14,221
13,832
Liftboats
36,836
43,962
Overall
23,874
28,156
Utilization:
FSV
23
%
22
%
PSV
26
%
33
%
Liftboats
26
%
27
%
Overall
25
%
27
%
Available Days:
FSV
270
273
PSV
350
182
Liftboats
501
472
Overall
1,121
927
Operating revenues:
Time charter
$
6,765
97
%
$
6,957
87
%
Other marine services
235
3
%
1,026
13
%
7,000
100
%
7,983
100
%
Direct operating expenses:
Personnel
6,486
93
%
5,781
72
%
Repairs and maintenance
1,479
21
%
1,404
18
%
Drydocking
1,066
15
%
1,968
25
%
Insurance and loss reserves
702
10
%
396
5
%
Fuel, lubes and supplies
819
12
%
667
8
%
Other
349
5
%
(171
)
(2
)%
10,901
156
%
10,045
126
%
Direct Vessel Loss
$
(3,901
)
(56
)%
$
(2,062
)
(26
)%
Current Year Quarter compared with Prior Year Quarter
Operating Revenues
. Charter revenues were $0.2 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $3.5 million lower for the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”), which consists of eight vessels, due to lower average day rates of $18,122 in the Current Year Quarter compared to $28,156 in the Prior Year Quarter, and lower utilization of 27% in the Current Year Quarter compared to 34% in the Prior Year Quarter. Charter revenues were $3.3 million higher due to the repositioning of three vessels into the region subsequent to the Prior Year Quarter. Other marine services were $0.8 million lower primarily due to lower management fees. As of March 31, 2025, the Company had one of 12 owned vessels (one FSV) cold-stacked in this region compared with two of ten vessels (one liftboat and one FSV) as of March 31, 2024.
Direct Operating Expenses
. Direct operating expenses were $0.9 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $3.6 million higher due to the repositioning of vessels between geographic regions offset by $2.7 million lower direct operating expenses for the Regional Core Fleet including a $1.5 million decrease due to the timing of drydocking and repair expenditures.
28
Africa and Europe.
For the three months ended March 31, 2025 and 2024 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 March 31,
2025
2024
Time Charter Statistics:
Rates Per Day Worked:
AHTS
$
—
$
9,916
FSV
16,121
13,462
PSV
19,606
21,580
Overall
17,294
15,197
Utilization:
AHTS
—
%
67
%
FSV
81
%
88
%
PSV
56
%
62
%
Overall
70
%
76
%
Available Days:
AHTS
—
273
FSV
990
910
PSV
720
592
Overall
1,710
1,775
Operating revenues:
Time charter
$
20,835
96
%
$
20,555
99
%
Other marine services
852
4
%
169
1
%
21,687
100
%
20,724
100
%
Direct operating expenses:
Personnel
5,183
24
%
5,181
25
%
Repairs and maintenance
3,462
16
%
3,209
15
%
Drydocking
1,241
6
%
2,032
10
%
Insurance and loss reserves
594
3
%
334
2
%
Fuel, lubes and supplies
2,180
10
%
1,287
6
%
Other
2,727
12
%
2,199
11
%
15,387
71
%
14,242
69
%
Direct Vessel Profit
$
6,300
29
%
$
6,482
31
%
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 $2.1 million higher due to the repositioning of three vessels into the region subsequent to the Prior Year Quarter and $1.8 million lower due to the disposition of three vessels subsequent to the Prior Year Quarter. Charter revenues were flat for the Regional Core Fleet, which consists of 16 vessels, primarily due to higher average day rates of $17,241 in the Current Year Quarter compared to $15,940 in the Prior Year Quarter, offset by lower utilization of 75% in the Current Year Quarter compared to 80% in the Prior Year Quarter. Other marine services were $0.7 million higher primarily due to higher mobilization revenues and catering revenues. As of March 31, 2025, the Company had no vessels cold-stacked in this region compared with one of 20 owned and leased-in vessels (one AHTS) as of March 31, 2024.
Direct Operating Expenses.
Direct operating expenses were $1.1 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $3.4 million higher due to the repositioning of vessels between geographic regions, $1.3 million lower due to net asset dispositions and $1.0 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
29
Middle East and Asia.
For the three months ended March 31, 2025 and 2024 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 March 31,
2025
2024
Time Charter Statistics:
Rates Per Day Worked:
AHTS
$
—
$
5,783
FSV
8,508
7,559
PSV
15,165
15,292
Liftboats
41,600
45,900
Overall
17,848
16,934
Utilization:
AHTS
—
%
100
%
FSV
67
%
63
%
PSV
76
%
66
%
Liftboats
100
%
100
%
Overall
75
%
71
%
Available Days:
AHTS
—
91
FSV
540
637
PSV
450
455
Liftboats
180
182
Overall
1,170
1,365
Operating revenues:
Time charter
$
15,710
98
%
$
16,477
98
%
Other marine services
292
2
%
350
2
%
16,002
100
%
16,827
100
%
Direct operating expenses:
Personnel
4,927
31
%
5,963
35
%
Repairs and maintenance
2,505
16
%
2,712
16
%
Drydocking
1,031
6
%
1,483
9
%
Insurance and loss reserves
702
4
%
618
4
%
Fuel, lubes and supplies
883
6
%
1,198
7
%
Other
881
5
%
1,000
6
%
10,929
68
%
12,974
77
%
Direct Vessel Profit
$
5,073
32
%
$
3,853
23
%
Current Year Quarter compared with Prior Year Quarter
Operating Revenues.
Charter revenues were $0.8 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $0.6 million lower due to the repositioning of one vessel out of the region subsequent to the Prior Year Quarter and $0.5 million lower due to the disposition of one vessel subsequent to the Prior Year Quarter. Charter revenues were $0.3 million higher for the Regional Core Fleet, which consists of 13 vessels, due to increased fleet utilization from 70% in the Prior Year Quarter to 75% in the Current Year Quarter, offset by lower average day rates of $17,848 in the Current Year Quarter compared to $18,454 in the Prior Year Quarter. As of March 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses.
Direct operating expenses were $2.0 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.0 million lower due to the repositioning of vessels between geographic regions, $0.9 million lower due to net asset dispositions and $0.1 million lower for the Regional Core Fleet.
30
Latin America (Brazil, Mexico, Central and South America).
For the three months ended March 31, 2025 and 2024 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 March 31,
2025
2024
Time Charter Statistics:
Rates Per Day Worked:
FSV
$
14,948
$
14,950
PSV
28,198
21,094
Liftboats
—
88,447
Overall
22,084
28,308
Utilization:
FSV
100
%
98
%
PSV
57
%
42
%
Liftboats
—
%
100
%
Overall
67
%
58
%
Available Days:
FSV
180
182
PSV
370
682
Liftboats
32
74
Overall
582
938
Operating revenues:
Time charter
$
8,623
80
%
$
15,274
89
%
Bareboat charter
708
6
%
364
2
%
Other marine services
1,479
14
%
1,598
9
%
10,810
100
%
17,236
100
%
Direct operating expenses:
Personnel
1,941
18
%
4,745
28
%
Repairs and maintenance
1,074
10
%
2,438
14
%
Drydocking
531
5
%
1,223
7
%
Insurance and loss reserves
155
2
%
390
2
%
Fuel, lubes and supplies
664
6
%
1,371
8
%
Other
346
3
%
671
4
%
4,711
44
%
10,838
63
%
Direct Vessel Profit
$
6,099
56
%
$
6,398
37
%
Current Year Quarter compared with Prior Year Quarter
Operating Revenues.
Charter revenues were $6.3 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.5 million higher for the Regional Core Fleet, which consists of six vessels, primarily due to higher utilization of 70% in the Current Year Quarter compared to 64% in the Prior Year Quarter, and higher average day rates of $22,686 in the Current Year Quarter compared to $18,754 in the Prior Year Quarter and $8.8 million lower due to the repositioning of four vessels out of the region subsequent to the Prior Year Quarter. As of March 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses.
Direct operating expenses were $6.1 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $4.7 million lower due to the repositioning of vessels between geographic regions and $1.4 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
31
Other Operating Expenses
Lease Expense.
Leased-in equipment expense for the Current Year Quarter was $0.1 million lower compared to the Prior Year Quarter due to having no leased-in vessels in the Current Year Quarter compared to one in the Prior Year Quarter.
Administrative and general.
Administrative and general expenses for the Current Year Quarter were $0.4 million lower compared to the Prior Year Quarter due to decreases in allowance for credit losses.
Depreciation and amortization.
Depreciation and amortization expense for the Current Year Quarter were nearly flat compared to the Prior Year Quarter.
Gains (Losses) on Asset Dispositions and Impairments, Net.
During the Current Year Quarter, the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, and a gain of $5.8 million. During the Prior Year Quarter there were no vessel sales.
Other Income (Expense), Net
For the three months ended March 31, 2025 and 2024, the Company’s other income (expense) was as follows (in thousands):
Three Months Ended March 31,
2025
2024
Other Income (Expense):
Interest income
$
436
$
593
Interest expense
(9,586
)
(10,309
)
Derivative gains (losses), net
125
(543
)
Foreign currency losses, net
(1,196
)
(80
)
Other, net
—
(95
)
$
(10,221
)
$
(10,434
)
Interest income.
Interest income for the Current Year Quarter compared with the Prior Year Quarter was nearly flat
.
Interest expense.
Interest expense was lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to a lower interest rate on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum), which was entered into on November 27, 2024 compared to the 2023 SMFH Credit Facility (which bore interest at a fixed rate of 11.75% per annum), which was entered into on September 8, 2023.
Derivative gains (losses), net.
Net derivative gains for the Current Year Quarter compared with net derivative losses for the Prior Year Quarter were due to the weakening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner.
Foreign currency (losses) gains, net.
Net foreign currency losses for the Current Year Quarter compared with the Prior Year Quarter increased primarily due to the weakening of the U.S. dollar in relation to the pound sterling and the strengthening of the U.S. dollar in relation to the Brazilian real.
Income Tax Expense
During the three months ended March 31, 2025, the Company’s effective income tax rate of 5.8% 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.
32
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 $2.0 million higher due to the following changes in equity earnings (losses) (in thousands):
Three Months Ended March 31,
2025
2024
SEACOR Marine Arabia
$
709
$
(406
)
Other
180
(694
)
$
889
$
(1,100
)
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 $25.0 million of remaining sales capacity as of March 31, 2025. 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 March 31, 2025 and March 31, 2024, the Company held balances of cash, cash equivalents and restricted cash totaling $45.4 million and $62.2 million, respectively.
As of March 31, 2025, the Company had outstanding debt of $340.1 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of March 31, 2025, are as follows (in thousands):
Actual
Remainder 2025
$
22,500
2026
30,000
2027
30,000
2028
30,000
2029
232,500
Years subsequent to 2029
—
$
345,000
As of March 31, 2025, the Company had unfunded capital commitments of $72.9 million consisting of $67.8 million in respect of the construction of two PSVs, $2.8 million in respect of four hybrid battery power systems and $2.3 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $31.2 million is payable during 2025, $30.7 million is payable during 2026 and the remainder is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, previously described in the 2024 Annual Report, $18.0 million of the proceeds from the sale of two AHTS was designated to make payments on the construction of two PSVs of which $1.8 million remained in a restricted account as of March 31, 2025. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. This tranche remained undrawn as of March 31, 2025.
33
Summary of Cash Flows
The following is a summary of the Company’s cash flows for the three months ended March 31, 2025 and 2024 (in thousands):
Three Months Ended March 31,
2025
2024
Cash flows provided by or (used in):
Operating Activities
$
(11,466
)
$
(7,169
)
Investing Activities
(12,323
)
(3,416
)
Financing Activities
(6,923
)
(11,389
)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents
—
2
Net Change in Cash, Restricted Cash and Cash Equivalents
$
(30,712
)
$
(21,972
)
Operating Activities
Cash flows used in operating activities was $11.5 million in the Current Year Quarter, an increase of $4.3 million compared to $7.2 million in the Prior Year Quarter primarily due to changes in working capital and decreases in utilization and day rates. The components of cash flows provided by and/or used in operating activities during the Current Year Quarter and Prior Year Quarter were as follows (in thousands):
Three Months Ended March 31,
2025
2024
DVP:
United States, primarily Gulf of America
$
(3,901
)
$
(2,062
)
Africa and Europe
6,300
6,482
Middle East and Asia
5,073
3,853
Latin America
6,099
6,398
Operating, leased-in equipment
(178
)
(519
)
Administrative and general (excluding provisions for bad debts and amortization of share awards)
(10,266
)
(10,269
)
Other, net (excluding non-cash losses)
—
(95
)
3,127
3,788
Changes in operating assets and liabilities before interest and income taxes
(3,721
)
(5,652
)
Cash settlements on derivative transactions, net
(373
)
164
Interest paid, excluding capitalized interest
(1)
(10,935
)
(6,062
)
Interest received
436
593
Total cash flows used in operating activities
$
(11,466
)
$
(7,169
)
(1)
During the Current Year Quarter and the Prior Year Quarter, 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 Quarter, net cash used in investing activities was $12.3 million, primarily as a result of the following:
•
capital expenditures were $20.8 million; and
•
the Company sold one liftboat and other equipment for net cash proceeds of $8.5 million, after transaction costs, and a gain of $5.8 million.
During the Prior Year Quarter, net cash provided by investing activities was $3.4 million, primarily as a result of the following:
•
capital expenditures were $3.4 million.
34
Financing Activities
During the Current Year Quarter, net cash used in financing activities was $6.9 million, primarily as a result of the following:
•
the Company made scheduled payments on long-term debt and other obligations of $5.0 million;
•
the Company made payments on long-term debt issuance costs of $0.4 million; and
•
the Company made payments on tax withholdings for restricted stock vesting of $1.5 million.
During the Prior Year Quarter, net cash used in financing activities was $11.4 million primarily as a result of the following:
•
the Company made scheduled payments on long-term debt and other obligations of $7.5 million; and
•
the Company made payments on tax withholdings for restricted stock vesting of $3.9 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 $25.0 million in remaining sales capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to capital expenditures related to the construction of two PSVs, up to $41.0 million is available under Tranche B of the 2024 SMFH Credit Facility, previously described in the 2024 Annual Report. 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 5. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2024 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 2024 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2024, except as described in “Results of Operations - Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.
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.
35
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 2024 Annual Report. There has been no material change in the Company’s exposure to market risk during the three months ended March 31, 2025.
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 March 31, 2025. 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 March 31, 2025 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.
36
PART II—OTHER
INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
For a description of developments with respect to pending legal proceedings described in the Company’s 2024 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 2024 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
January 1, 2025 to January 31, 2025
—
$
—
—
—
February 1, 2025 to February 28, 2025
—
$
—
—
—
March 1, 2025 to March 31, 2025
291,063
$
5.17
—
—
For the three months ended March 31, 2025, the Company acquired for treasury (i) 216,874 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $1,140,757, and (ii) 74,189 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of performance-based share awards for an aggregate purchase price of $376,880. These shares were purchased in accordance with the terms of the Company’s 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAF
ETY DISCLOSURES
Not applicable.
ITEM 5. OTHER
INFORMATION
During the first quarter of 2025
,
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).
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 March 31, 2025, has been formatted in Inline XBRL.
38
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.
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Summary Financials of SEACOR Marine Holdings Inc.
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