grepcent / static financial knowledge base

SEACOR Marine Holdings Inc. (SMHI)

CIK: 0001690334. SIC: 4412 Deep Sea Foreign Transportation of Freight. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Transportation, Communications, Electric, Gas, And Sanitary Services > SIC Major Group 44 > SIC 4412 Deep Sea Foreign Transportation of Freight

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1690334. Latest filing source: 0001193125-26-072102.

Informational only - descriptive public-record data, not investment advice.

Business

Read SMHI's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read SMHI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue227,832,000USD20252026-02-25
Net income-27,844,000USD20252026-02-25
Assets660,601,000USD20252026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001690334.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric20152016201720182019202020212022202320242025
Revenue215,636,000123,421,000179,161,000174,453,000141,837,000170,941,000217,325,000279,511,000271,361,000227,832,000
Net income-133,150,000-38,540,000-82,052,000-98,695,000-82,982,00033,137,000-71,649,000-9,314,000-78,124,000-27,844,000
Operating income-174,888,000-129,644,000-68,414,000-54,328,000-71,639,000-37,148,000-53,999,00035,518,000-10,429,00013,716,000
Gross profit66,288,00018,600,00059,574,00064,930,00050,692,00043,535,00045,340,000119,861,00074,109,00046,060,000
Diluted EPS-3.95-3.181.30-2.69-0.34-2.82-1.06
Operating cash flow20,203,000-29,186,00034,739,000-53,025,000-14,616,0008,947,000-10,262,000-36,401,000
Capital expenditures100,884,00068,983,00035,645,00044,775,00020,808,0007,003,000462,00010,604,0007,294,00048,783,000
Share buybacks0.000.007,089,000
Assets1,015,119,0001,008,504,0001,102,938,0001,009,193,0001,017,663,000912,502,000815,367,000780,336,000727,111,000660,601,000
Liabilities464,964,000485,338,000548,003,000530,269,000615,827,000465,961,000436,221,000406,112,000428,789,000395,929,000
Stockholders' equity544,611,000508,191,000525,531,000457,492,000401,517,000446,221,000378,825,000373,903,000298,001,000264,351,000
Cash and cash equivalents117,309,000110,234,00091,597,00081,382,00032,666,00037,619,00039,963,00067,455,00059,491,00068,934,000
Free cash flow-130,070,000-34,244,000-88,670,000-15,078,000-1,657,000-17,556,000-85,184,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric20152016201720182019202020212022202320242025
Net margin-61.75%-31.23%-45.80%-56.57%-58.51%19.39%-32.97%-3.33%-28.79%-12.22%
Operating margin-81.10%-105.04%-38.19%-31.14%-50.51%-21.73%-24.85%12.71%-3.84%6.02%
Return on equity-24.45%-7.58%-15.61%-21.57%-20.67%7.43%-18.91%-2.49%-26.22%-10.53%
Return on assets-13.12%-3.82%-7.44%-9.78%-8.15%3.63%-8.79%-1.19%-10.74%-4.21%
Liabilities / equity0.850.961.041.161.531.041.151.091.441.50
Current ratio3.091.792.141.621.361.311.092.142.042.54

Industry Peer Context

Each number-line places SMHI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

SMHI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.SMHI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.5 SIC peersMin -12.2%Median -1.3%Max 40.2%SMHI -12.2%

Operating margin peer context

SMHI Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.SMHI Operating margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.5 SIC peersMin 2.2%Median 6.5%Max 43.6%SMHI 6.0%

ROE peer context

SMHI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.SMHI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.5 SIC peersMin -10.5%Median -0.5%Max 17.0%SMHI -10.5%

ROA peer context

SMHI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.SMHI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 4412; peer count 5.5 SIC peersMin -4.2%Median -0.4%Max 10.3%SMHI -4.2%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Income statement bridge from reported figures

SMHI FY2025 income statement bridge from reported figures.SMHI FY2025 income statement bridge from reported figures.SMHI income bridgeFY2025: revenue to net incomeSource: SEC companyfacts FY2025.Income statement bridgeReported amount-$250.0M$0.0B$250.0M$227.8MRevenue-$181.8MCost$46.1MGross-$32.3MOpEx$13.7MOperating-$41.6MOther/tax-$27.8MNet income

Figure provenance: SEC companyfacts FY 2025. Revenue: accession 0001193125-26-072102; concept RevenueFromContractWithCustomerIncludingAssessedTax; source concepts us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax | Gross profit: accession 0001193125-26-072102; concept GrossProfit; source concepts us-gaap:GrossProfit | Operating income: accession 0001193125-26-072102; concept OperatingIncomeLoss; source concepts us-gaap:OperatingIncomeLoss | Net income: accession 0001193125-26-072102; concept ProfitLoss; source concepts us-gaap:ProfitLoss

Free cash flow = operating cash flow - capital expenditures

SMHI FY2025 free cash flow bridge from reported figures.SMHI FY2025 free cash flow bridge from reported figures.SMHI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount-$250.0M$0.0B$250.0M-$36.4MOperating cash flow-$48.8MCapex-$85.2MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0001193125-26-072102; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0001193125-26-072102; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0001193125-26-072102; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

SMHI revenue, last 5 periods. Source: SEC companyfacts FY2025.SMHI revenue, last 5 periods. Source: SEC companyfacts FY2025.SMHI RevenueLatest point: FY2025 = $227.8MSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

SMHI net income, last 5 periods. Source: SEC companyfacts FY2025.SMHI net income, last 5 periods. Source: SEC companyfacts FY2025.SMHI Net incomeLatest point: FY2025 = -$27.8MSource: SEC companyfacts FY2025.Fiscal yearNet income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.

SMHI operating income, last 5 periods. Source: SEC companyfacts FY2025.SMHI operating income, last 5 periods. Source: SEC companyfacts FY2025.SMHI Operating incomeLatest point: FY2025 = $13.7MSource: SEC companyfacts FY2025.Fiscal yearOperating income-$250.0M$0.0B$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: OperatingIncomeLoss. Source concepts: us-gaap:OperatingIncomeLoss.

SMHI gross profit, last 5 periods. Source: SEC companyfacts FY2025.SMHI gross profit, last 5 periods. Source: SEC companyfacts FY2025.SMHI Gross profitLatest point: FY2025 = $46.1MSource: SEC companyfacts FY2025.Fiscal yearGross profit$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: GrossProfit. Source concepts: us-gaap:GrossProfit.

SMHI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SMHI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.SMHI Diluted EPSLatest point: FY2025 = -$1.06/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)-$4.00/share$0.00/share$2.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

SMHI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SMHI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.SMHI Operating cash flowLatest point: FY2025 = -$36.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow-$250.0M$0.0B$250.0MFY2018FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

SMHI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SMHI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.SMHI Capital expendituresLatest point: FY2025 = $48.8MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

SMHI share buybacks, last 3 periods. Source: SEC companyfacts FY2025.SMHI share buybacks, last 3 periods. Source: SEC companyfacts FY2025.SMHI Share buybacksLatest point: FY2025 = $7.1MSource: SEC companyfacts FY2025.Fiscal yearShare buybacks$0.0B$125.0M$250.0MFY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: PaymentsForRepurchaseOfCommonStock. Source concepts: us-gaap:PaymentsForRepurchaseOfCommonStock.

SMHI assets, last 5 periods. Source: SEC companyfacts FY2025.SMHI assets, last 5 periods. Source: SEC companyfacts FY2025.SMHI AssetsLatest point: FY2025 = $660.6MSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$500.0M$1.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: Assets. Source concepts: us-gaap:Assets.

SMHI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SMHI liabilities, last 5 periods. Source: SEC companyfacts FY2025.SMHI LiabilitiesLatest point: FY2025 = $395.9MSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

SMHI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SMHI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.SMHI Stockholders' equityLatest point: FY2025 = $264.4MSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

SMHI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SMHI cash and cash equivalents, last 5 periods. Source: SEC companyfacts FY2025.SMHI Cash and cash equivalentsLatest point: FY2025 = $68.9MSource: SEC companyfacts FY2025.Fiscal yearCash and cash equivalents$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: CashAndCashEquivalentsAtCarryingValue. Source concepts: us-gaap:CashAndCashEquivalentsAtCarryingValue.

SMHI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SMHI free cash flow, last 5 periods. Source: SEC companyfacts FY2025.SMHI Free cash flowLatest point: FY2025 = -$85.2MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow-$250.0M-$125.0M$0.0BFY2018FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0001193125-26-072102; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-07-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001690334.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q32022-09-30-0.91reported discrete quarter
2023-Q12023-03-31-0.36reported discrete quarter
2023-Q22023-06-30-0.17reported discrete quarter
2023-Q32023-09-3075,574,000-883,000-0.03reported discrete quarter
2023-Q42023-12-3177,073,0005,729,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-3162,770,000-23,069,000-0.84reported discrete quarter
2024-Q22024-06-3069,867,000-12,483,000-0.45reported discrete quarter
2024-Q32024-09-3068,916,000-16,346,000-0.59reported discrete quarter
2024-Q42024-12-3169,808,000-26,226,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-3155,499,000-15,489,000-0.56reported discrete quarter
2025-Q22025-06-3060,810,000-6,727,000-0.26reported discrete quarter
2025-Q32025-09-3059,194,0008,994,0000.35reported discrete quarter
2025-Q42025-12-3152,329,000-14,622,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-3144,282,000-15,805,000-0.61reported discrete quarter
2026-Q22026-06-3054,630,0003,293,0000.12reported discrete quarter

Quarterly Charts

SMHI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI Quarterly RevenueLatest point: 2026-Q2 = $54.6MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Revenue$0.0B$125.0M$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001690334-26-000020; filed 2026-07-29. Concept: RevenueFromContractWithCustomerIncludingAssessedTax. Source concepts: us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax.

SMHI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI Quarterly Net incomeLatest point: 2026-Q2 = $3.3MSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Net income-$250.0M$0.0B$250.0M2023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001690334-26-000020; filed 2026-07-29. Concept: ProfitLoss. Source concepts: us-gaap:ProfitLoss.

SMHI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q2.SMHI Quarterly Diluted EPSLatest point: 2026-Q2 = $0.12/shareSource: SEC companyfacts 2026-Q2.Fiscal quarterQuarterly Diluted EPS (USD/share)-$1.00/share$0.00/share$1.00/share2022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q12026-Q2

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-06-30; accession 0001690334-26-000020; filed 2026-07-29. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0001690334-26-000020.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-07-29. Report date: 2026-06-30.

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, including our announcement of the commencement of a strategic review of the business, business prospects, anticipated economic performance and financial condition and other similar matters. Achievement of these expectations and strategic objectives, including any increase to shareholder value from the strategic review, business prospects, anticipated economic performance and financial condition 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 2025 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 2025 Annual Report.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of June 30, 2026, the Company operated a fleet of 38 support vessels, of which all were owned. 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 three principal geographic regions: the Americas; Africa and Europe; and the Middle East and Asia. 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.

21

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. For example, oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic, with the price per barrel going negative for a short period of time. Oil prices steadily increased since the lows of the pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine but subsequently decreased to pre-conflict levels. Volatility of oil prices has more recently significantly increased and become even more difficult to predict with the onset of the conflict with Iran and the associated affects the conflict has had on one of the of the world’s most important oil producing regions. During the six months ended June 30, 2026, WTI oil prices reached a high of $113 per barrel and a low of $56 per barrel, ending the period at $70 per barrel.

While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, 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 new projects.

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 natural gas, particularly in the context of expanded power generation demand worldwide. 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 to the extent that 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

22

inspections and related drydocking requirements. The Company may maintain class certification on certain 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 June 30, 2026, none of the Company’s 38 owned vessels were cold-stacked worldwide.

Recent Developments

Strategic Alternatives Review

On July 29, 2026, the Company announced that its Board of Directors (“Board”) is evaluating potential strategic alternatives to maximize shareholder value. During the review process, the Board expects to evaluate a range of strategic alternatives that may include a sale of the Company, merger, other business combinations, sale of assets, or other transactions aimed at maximizing value for shareholders. The Board has retained independent financial advisors to assist in evaluating strategic alternatives. The Board and management team remain fully committed to acting in the best interests of the Company and its stakeholders throughout this evaluation process.

There can be no assurance that the strategic review process will result in any transaction or other strategic outcome. The Company has not established a timetable for completion of the review process and does not intend to disclose developments related to the review unless and until SEACOR Marine executes a definitive agreement with respect thereto, or the Board otherwise determines that further disclosure is appropriate or required.

Modification of 2024 Credit Agreement

On May 20, 2026, SEACOR Marine, as parent guarantor, and SEACOR Marine Foreign Holdings Inc., as borrower and wholly-owned subsidiary of the Company (“SMFH”), entered into a letter agreement (“Letter Agreement”) for the purposes of modifying that certain credit agreement, dated as of November 27, 2024, among the Company, SMFH, certain other wholly-owned subsidiaries of the Company, as subsidiary guarantors, an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee (the “2024 Credit Agreement”).

The Letter Agreement provi

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2025, and its financial condition as of December 31, 2025 and 2024. Certain statements in this MD&A constitute forward-looking statements. See “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of December 31, 2025, the Company operated a fleet of 44 support vessels, of which all were owned. 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.

Recent Developments

Cost Reduction Measures

During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. For the year ended December 31, 2025, the Company incurred one-time charges totaling $1.2 million related to severance charges arising from a reduction in workforce resulting in a decrease in annualized wages and benefits expenses of at least $3.9 million. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities.

Vessel Sales

On December 19, 2025, the Company completed the sale of one 201 foot, DP-2 PSV built in 2013 for total proceeds of $13.4 million and a gain of approximately $8.1 million. Approximately $11.0 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in a restricted account.

On September 29, 2025, the Company completed the sale of the U.S. flag liftboat LB Jill and the U.S. flag liftboat LB Robert (together, the “Liftboat Sales”) for total proceeds of $76.0 million. In addition, concurrently with the closing of the Liftboat Sales, the Company sold certain uninstalled vessel equipment for total proceeds of $1.0 million (the “Equipment Sale”). After deducting transaction costs and expenses, the Company received net cash proceeds of $74.7 million and recognized a gain of $30.5 million for the Liftboat Sales and the Equipment Sale. None of the sale proceeds from the Liftboat Sales and the Equipment Sale are encumbered by the Company’s 2024 SMFH Credit Facility or required to be used to repay such facility.

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. Approximately $3.8 million of these sale proceeds were 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 $28.8 million and a gain of $16.1 million. Approximately $12.9 million of these sale proceeds were used to complete the Securities Repurchase (as defined below), and approximately $10.9 million was designated to make future payments on the construction of two PSVs and deposited in a restricted account.

42

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.

Trends Affecting the Offshore Marine Business

Oil and Natural Gas Prices

The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives in significant oil and natural gas producing regions, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry. Factors that influence the level of offshore exploration and drilling activities include:


expectations as to future oil and natural gas commodity prices;


customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale;


expectations as to the future demand for oil and natural gas in the context of plans for the transition to non-hydrocarbon based sources of energy;


customer assessments of cost, geological opportunity and political stability in host countries;


worldwide demand for oil and natural gas;


the ability or willingness of OPEC to set and maintain production levels and pricing;


military conflicts and terrorism in oil producing regions, including the Middle East, Venezuela and Russia;


the level of oil and natural gas production by non-OPEC countries;


transitions to and demand for non-hydrocarbon based energy sources and uncertainty related to national and supranational attitudes towards energy transition;


the relative exchange rates for the U.S. dollar; and


various U.S. and international government policies regarding exploration and development of oil and natural gas reserves, which have been becoming increasingly unpredictable in recent years.

43

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 2025, WTI oil prices reached a high of $81 per barrel and a low of $55 per barrel, ending the year at $57 per barrel.

While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, 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 new projects.

Vessel Supply Dynamics and Other Industry Drivers

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 natural gas, particularly in the context of expanded power generation demand worldwide. 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 to the extent that 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 drydocking requirements. The Company may maintain class certification on certain 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 December 31, 2025, one of the Company’s 44 owned vessels was cold-stacked worldwide. In addition, the Company had two vessels classified as held for sale as of December 31, 2025.

Inflation

The Company’s operations expose it to the effects of inflation. Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company’s operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs. The Company’s borrowing is on a fixed rate basis and therefore interest rate fluctuations no longer affect the interest costs reflected in the Company’s financial results.

44

Certain Components of Revenues and Expenses

The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Guyana and Mexico. 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. 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.

Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.

Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. 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 all risks of operation. Vessel charters may range from several days to several years.

Direct Operating Expenses. The aggregate cost of operating the Company’s fleet depends primarily on the size and asset mix of the fleet. The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories:


personnel (primarily wages, benefits, payroll taxes, savings plans, training and travel for marine personnel);


repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs);


drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);


insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);


fuel, lubes and supplies; and


other (brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other).

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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 segments, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 16. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Leased-in Equipment. In addition to the Company’s owned fleet, it operated one leased-in vessel from a lessor under a bareboat charter arrangement that expired during 2024. This vessel was previously owned and subject to a sale and leaseback transaction with the lessor.

45

Impairments. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During 2025, the Company did not record impairment charges on any owned vessels. During 2024, the Company recorded impairment charges of $3.7 million for other equipment. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS. Estimated fair values for the Company’s owned vessels are established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 8. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2025, the Company has assessed that their estimated fair value exceeds their current carrying values. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third party appraisers and other market data such as recent sales of similar vessels. As markets change, the impact of vessel impairments will be evaluated.

46

Consolidated Results of Operations

For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

202520242023
Time Charter Statistics:
Average Rates Per Day$18,899$18,989$16,375
Fleet Utilization66%67%75%
Fleet Available Days17,34119,89520,519
Operating revenues:
Time charter$215,38195%$254,32094%$251,38589%
Bareboat charter3,2351%1,4641%1,4601%
Other marine services9,2164%15,5775%26,66610%
227,832100%271,361100%279,511100%
Costs and Expenses:
Operating:
Personnel$71,66131%$85,54132%$81,77029%
Repairs and maintenance48,52321%40,38515%26,82610%
Drydocking12,6176%21,4518%6,5982%
Insurance and loss reserves8,6534%9,8944%9,9564%
Fuel, lubes and supplies17,9088%19,9477%17,1876%
Other22,41010%20,0347%17,3136%
181,77280%197,25273%159,65057%
Lease expense1,2031%1,6781%2,7481%
Administrative and general47,48321%44,71316%49,18318%
Depreciation and amortization47,07021%51,62819%53,82119%
277,528122%295,271109%265,40295%
Gains on Asset Dispositions and Impairments, Net63,41228%13,4815%21,4098%
Operating Income (Loss)13,7166%(10,429)(4)%35,51813%
Other Expense, Net(32,781)(14)%(72,618)(27)%(39,589)(14)%
Loss Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies(19,065)(8)%(83,047)(31)%(4,071)(1)%
Income Tax Expense (Benefit)10,5105%(2,615)(1)%8,7993%
Loss Before Equity in Earnings of 50% or Less Owned Companies(29,575)(13)%(80,432)(30)%(12,870)(5)%
Equity in Earnings of 50% or Less Owned Companies1,7311%2,3081%3,5561%
Net Loss(27,844)(12)%(78,124)(29)%(9,314)(3)%

47

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 EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2025
Time Charter Statistics:
Average Rates Per Day$21,634$17,883$17,189$22,758$18,899
Fleet Utilization41%76%71%65%66%
Fleet Available Days3,7596,5934,4542,53517,341
Operating Revenues:
Time charter$33,371$90,044$54,621$37,345$215,381
Bareboat charter3,2353,235
Other marine services2,9552,9711,6131,6779,216
36,32693,01556,23442,257227,832
Direct Costs and Expenses:
Operating:
Personnel$22,999$19,819$19,162$9,681$71,661
Repairs and maintenance5,16119,33319,7444,28548,523
Drydocking5,7314,5421,3331,01112,617
Insurance and loss reserves2,8522,3002,7797228,653
Fuel, lubes and supplies2,9896,9675,0942,85817,908
Other1,30411,2154,5285,36322,410
41,03664,17652,64023,920181,772
Direct Vessel (Loss) Profit$(4,710)$28,839$3,594$18,337$46,060
Other Costs and Expenses:
Lease expense$552$130$293$2281,203
Administrative and general47,483
Depreciation and amortization11,59316,93512,8485,69447,070
95,756
Gains on asset dispositions and impairments, net63,412
Operating income$13,716
As of December 31, 2025
Property and Equipment:
Historical cost$98,231$275,058$242,879$160,665$776,833
Accumulated depreciation(62,907)(121,155)(112,559)(52,191)(348,812)
$35,324$153,903$130,320$108,474$428,021
Total Assets (1)$56,355$196,818$193,225$124,213$570,611

(1)
Total Assets exclude $90.0 million of corporate assets.

48

United States (primarily Gulf of America)Africa and EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2024
Time Charter Statistics:
Average Rates Per Day$23,076$17,453$17,285$23,462$18,989
Fleet Utilization38%75%78%66%67%
Fleet Available Days3,6887,5905,2153,40219,895
Operating Revenues:
Time charter$31,991$99,410$70,346$52,573$254,320
Bareboat charter1,4641,464
Other marine services3,8085,2721,9794,51815,577
35,799104,68272,32558,555271,361
Direct Costs and Expenses:
Operating:
Personnel$24,459$21,887$24,132$15,063$85,541
Repairs and maintenance6,61813,53713,0477,18340,385
Drydocking8,6044,7742,7965,27721,451
Insurance and loss reserves2,9922,3293,1471,4269,894
Fuel, lubes and supplies3,3517,1974,1845,21519,947
Other50912,7234,4252,37720,034
46,53362,44751,73136,541197,252
Direct Vessel (Loss) Profit$(10,734)$42,235$20,594$22,014$74,109
Other Costs and Expenses:
Lease expense$555$507$301$3151,678
Administrative and general44,713
Depreciation and amortization12,33417,49713,2768,52151,628
98,019
Gains on asset dispositions and impairments, net13,481
Operating loss$(10,429)
As of December 31, 2024
Property and Equipment:
Historical cost$195,756$325,000$240,075$139,583$900,414
Accumulated depreciation(104,771)(121,320)(97,908)(43,449)(367,448)
$90,985$203,680$142,167$96,134$532,966
Total Assets (1)$120,347$241,278$174,410$117,475$653,510

(1)
Total Assets exclude $73.6 million of corporate assets.

49

United States (primarily Gulf of America)Africa and EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$20,967$14,612$15,003$18,937$16,375
Fleet Utilization45%87%76%88%75%
Fleet Available Days4,4436,9355,8293,31220,519
Operating Revenues:
Time charter$41,850$87,729$66,407$55,399$251,385
Bareboat charter1,4601,460
Other marine services17,6782,5824,3452,06126,666
59,52890,31170,75258,920279,511
Direct Costs and Expenses:
Operating:
Personnel$26,110$20,434$20,786$14,440$81,770
Repairs and maintenance5,1469,6247,1094,94726,826
Drydocking2,3142,946(99)1,4376,598
Insurance and loss reserves3,7521,7273,6388399,956
Fuel, lubes and supplies3,6976,8303,5523,10817,187
Other1,42710,0723,9611,85317,313
42,44651,63338,94726,624159,650
Direct Vessel Profit$17,082$38,678$31,805$32,296$119,861
Other Costs and Expenses:
Lease expense$536$1,498$360$3542,748
Administrative and general49,183
Depreciation and amortization14,68515,34614,7609,03053,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$209,262$272,272$267,079$170,210$918,823
Accumulated depreciation(99,137)(93,045)(94,708)(37,251)(324,141)
$110,125$179,227$172,371$132,959$594,682
Total Assets (1)$142,264$215,158$199,174$152,427$709,023

(1)
Total Assets exclude $71.3 million of corporate assets.

50

The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2025
Time Charter Statistics:
Average Rates Per Day$$13,852$20,857$33,369$$18,899
Fleet Utilization%71%64%54%%66%
Fleet Available Days7,7797,1112,45117,341
Operating Revenues:
Time charter$(7)$76,607$94,966$43,815$$215,381
Bareboat charter3,2353,235
Other marine services(7)2,3361,9733,9449709,216
(14)78,943100,17447,759970227,832
Direct Costs and Expenses:
Operating:
Personnel$33$18,941$33,122$19,370$195$71,661
Repairs and maintenance26918,42815,86713,9114848,523
Drydocking2,7955,4534,36912,617
Insurance and loss reserves(4)1,9792,7394,177(238)8,653
Fuel, lubes and supplies(55)5,9528,4673,4925217,908
Other358,24611,8572,2561622,410
27856,34177,50547,57573181,772
Other Costs and Expenses:
Lease expense$$$$$1,2031,203
Administrative and general47,483
Depreciation and amortization1519,03715,34512,6195447,070
95,756
Gains on asset dispositions and impairments, net63,412
Operating income$13,716
As of December 31, 2025
Property and Equipment:
Historical cost$948$340,547$274,726$141,841$18,771$776,833
Accumulated depreciation(841)(177,708)(75,606)(76,115)(18,542)(348,812)
$107$162,839$199,120$65,726$229$428,021

51

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2024
Time Charter Statistics:
Average Rates Per Day$9,156$12,901$19,888$42,665$$18,989
Fleet Utilization60%76%62%58%%67%
Fleet Available Days1,2408,0527,6752,92819,895
Operating Revenues:
Time charter$6,831$79,377$95,133$72,979$$254,320
Bareboat charter1,4641,464
Other marine services2322,0707,0984,7571,42015,577
7,06381,447103,69577,7361,420271,361
Direct Costs and Expenses:
Operating:
Personnel$3,685$22,193$36,188$24,586$(1,111)$85,541
Repairs and maintenance1,05216,52315,4437,3422540,385
Drydocking7893,2009,6777,78521,451
Insurance and loss reserves2551,7772,6865,482(306)9,894
Fuel, lubes and supplies8005,5929,4374,11819,947
Other9908,1938,6322,1952420,034
7,57157,47882,06351,508(1,368)197,252
Other Costs and Expenses:
Lease expense$346$$$$1,3321,678
Administrative and general44,713
Depreciation and amortization64718,98016,44015,4639851,628
98,019
Gains on asset dispositions and impairments, net13,481
Operating loss$(10,429)
As of December 31, 2024
Property and Equipment:
Historical cost$948$345,476$290,478$244,564$18,948$900,414
Accumulated depreciation(825)(161,212)(66,540)(120,192)(18,679)(367,448)
$123$184,264$223,938$124,372$269$532,966

52

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$9,201$11,273$18,031$37,523$$16,375
Fleet Utilization70%84%77%50%%75%
Fleet Available Days1,4918,3847,3923,25220,519
Operating Revenues:
Time charter$9,610$79,372$101,978$60,425$$251,385
Bareboat charter1,4601,460
Other marine services9361,0763,07817,8013,77526,666
10,54680,448106,51678,2263,775279,511
Direct Costs and Expenses:
Operating:
Personnel$4,027$20,408$35,397$20,432$1,506$81,770
Repairs and maintenance1,4988,47912,4974,383(31)26,826
Drydocking1,3564,0501,325(52)(81)6,598
Insurance and loss reserves3071,3632,2126,027479,956
Fuel, lubes and supplies1,4715,4327,8342,442817,187
Other1,4506,5237,7651,5423317,313
10,10946,25567,03034,7741,482159,650
Other Costs and Expenses:
Lease expense$1,247$$$$1,5012,748
Administrative and general49,183
Depreciation and amortization1,02019,77916,48016,39514753,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$12,669$341,054$301,523$244,462$19,115$918,823
Accumulated depreciation(5,134)(142,429)(53,162)(104,626)(18,790)(324,141)
$7,535$198,625$248,361$139,836$325$594,682

53

Operating Income (Loss)

United States, primarily Gulf of America. For the years ended December 31, the Company’s direct vessel (loss) profit in the U.S. was as follows (in thousands, except statistics):

202520242023
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$$
FSV10,78210,2499,657
PSV14,18413,79714,148
Liftboats28,11135,91134,451
Overall21,63423,07620,967
Utilization:
AHTS%%%
FSV7%35%57%
PSV54%49%62%
Liftboats50%35%34%
Overall41%38%45%
Available Days:
AHTS31
FSV9111,0981,095
PSV1,181732910
Liftboats1,6671,8582,407
Overall3,7593,6884,443
Operating revenues:
Time charter$33,37192%$31,99189%$41,85070%
Other marine services2,9558%3,80811%17,67830%
36,326100%35,799100%59,528100%
Direct operating expenses:
Personnel22,99963%24,45968%26,11044%
Repairs and maintenance5,16114%6,61818%5,1469%
Drydocking5,73116%8,60424%2,3144%
Insurance and loss reserves2,8528%2,9928%3,7526%
Fuel, lubes and supplies2,9898%3,35110%3,6976%
Other1,3044%5092%1,4272%
41,036113%46,533130%42,44671%
Direct Vessel (Loss) Profit$(4,710)-13%$(10,734)-30%$17,08229%

2025 compared with 2024

Operating Revenues. Charter revenues were $1.4 million higher in 2025 compared with 2024. Charter revenues were $7.9 million higher due to the repositioning of two vessels into the region subsequent to 2024. Charter revenues were $4.4 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 six vessels, due to lower utilization of 44% in 2025 compared to 49% in 2024 offset by higher average day rates of $25,065 in 2025 compared to $24,428 in 2024. Charter revenues were $2.1 million lower due to net asset dispositions. Other marine services were $0.9 million lower primarily due to lower management fees. As of December 31, 2025, the Company had one of seven owned vessels (one FSV) cold-stacked in this region compared with two of 10 vessels as of December 31, 2024.

Direct Operating Expenses. Direct operating expenses were $5.5 million lower in 2025 compared with 2024. Direct operating expenses were $12.8 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and $4.3 million lower due to net asset dispositions. Direct operating expenses were $11.6 million higher due to the repositioning of vessels between geographic regions.

54

2024 compared with 2023

Operating Revenues. Charter revenues were $9.9 million lower in 2024 compared with 2023. Charter revenues were $16.9 million lower due to the repositioning of vessels between geographic regions, as such repositioned vessels had 58 days worked at an average day rate of $60,628 in 2024 compared to 515 days worked at an average day rate of $39,741 in 2023, as well as $0.7 million lower due to the disposition of one vessel in the third quarter of 2023. Charter revenues were $7.7 million higher 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 nine vessels, due to higher utilization of 81% for one liftboat with a higher than average day rate of $49,914, partially offset by lower utilization of 35% for the remainder of the vessels. Other marine services were $13.9 million lower primarily due to non-recurring business interruption insurance revenue recorded in 2023 and lower mobilization revenues and management fees in 2024. As of December 31, 2024, the Company had two of 10 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 11 vessels as of December 31, 2023.

Direct Operating Expenses. Direct operating expenses were $4.1 million higher in 2024 compared with 2023. Direct operating expenses were $10.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $3.3 million lower due to the repositioning of vessels between geographic regions and $2.8 million lower due to net asset dispositions.

Africa and Europe. For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics):

202520242023
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$10,189$10,101
FSV15,56715,30412,701
PSV21,71422,40520,129
Overall17,88317,45314,612
Utilization:
AHTS%48%77%
FSV83%83%91%
PSV67%73%84%
Overall76%75%87%
Available Days:
AHTS8951,095
FSV3,7703,9133,650
PSV2,8232,7822,190
Overall6,5937,5906,935
Operating revenues:
Time charter$90,04497%$99,41095%$87,72997%
Other marine services2,9713%5,2725%2,5823%
93,015100%104,682100%90,311100%
Direct operating expenses:
Personnel19,81921%21,88721%20,43423%
Repairs and maintenance19,33321%13,53713%9,62410%
Drydocking4,5425%4,7745%2,9463%
Insurance and loss reserves2,3003%2,3292%1,7272%
Fuel, lubes and supplies6,9677%7,1977%6,8308%
Other11,21512%12,72312%10,07211%
64,17669%62,44760%51,63357%
Direct Vessel Profit$28,83931%$42,23540%$38,67843%

55

2025 compared with 2024

Operating Revenues. Charter revenues were $9.4 million lower in 2025 compared with 2024. Charter revenues were $5.5 million lower for the Regional Core Fleet, which consists of 17 vessels, due to lower utilization of 76% in 2025 compared to 80% in 2024 and lower average day rates of $17,966 in 2025 compared to $18,403 in 2024. Charter revenues were $4.4 million lower due to the disposition of two vessels subsequent to 2024. Charter revenues were $0.5 million higher due to the repositioning of one vessel into the region subsequent to 2024. Other marine services were $2.3 million lower primarily due to lower mobilization revenues. As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $1.7 million higher in 2025 compared with 2024. Direct operating expenses were $6.0 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.8 million higher due to the repositioning of vessels between geographic regions and $5.1 million lower due to net asset dispositions.

2024 compared with 2023

Operating Revenues. Charter revenues were $11.7 million higher in 2024 compared with 2023. Charter revenues were $12.0 million higher due to the repositioning of three vessels into the region in 2024, $1.2 million higher for the Regional Core Fleet, which consists of 18 vessels, due to higher average day rates of $17,033 in 2024 compared to $14,733 in 2023, substantially offset by lower utilization of 79% in 2024 compared to 89% in 2023 and $1.5 million lower due to the disposition of one vessel in 2024. Other marine services were $2.7 million higher primarily due to higher mobilization revenues. As of December 31, 2024, the Company had no vessels cold-stacked in this region compared with one of 19 vessels that was classified as held for sale as of December 31, 2023.

Direct Operating Expenses. Direct operating expenses were $10.8 million higher in 2024 compared with 2023. Direct operating expenses were $11.3 million higher due to the repositioning of vessels between geographic regions, $0.4 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.9 million lower due to net asset dispositions.

56

Middle East and Asia. For the years ended December 31, the Company’s direct vessel profit in the Middle East and Asia was as follows (in thousands, except statistics):

202520242023
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$7,734$5,547
FSV9,7648,5069,095
PSV18,12115,90711,826
Liftboats40,45245,80142,578
Overall17,18917,28515,003
Utilization:
AHTS%91%57%
FSV71%80%84%
PSV76%64%59%
Liftboats62%100%98%
Overall71%78%76%
Available Days:
AHTS345365
FSV2,1842,3092,909
PSV1,5401,8291,825
Liftboats730732730
Overall4,4545,2155,829
Operating revenues:
Time charter$54,62197%$70,34697%$66,40794%
Other marine services1,6133%1,9793%4,3456%
56,234100%72,325100%70,752100%
Direct operating expenses:
Personnel19,16234%24,13233%20,78629%
Repairs and maintenance19,74435%13,04718%7,10910%
Drydocking1,3333%2,7964%(99)(0)%
Insurance and loss reserves2,7795%3,1474%3,6385%
Fuel, lubes and supplies5,0949%4,1846%3,5525%
Other4,5288%4,4256%3,9616%
52,64094%51,73172%38,94755%
Direct Vessel Profit$3,5946%$20,59428%$31,80545%

2025 compared with 2024

Operating Revenues. Charter revenues were $15.7 million lower in 2025 compared with 2024. Charter revenues were $8.9 million lower for the Regional Core Fleet, which consists of 11 vessels, due to lower average day rates of $17,459 in 2025 compared to $19,473 in 2024 and lower utilization of 75% in 2025 compared to 78% in 2024. Charter revenues were $7.5 million lower due to the disposition of three vessels subsequent to 2024 and $0.7 million higher due to the repositioning of one vessel into the region. Other marine services were $0.4 million lower primarily due to lower catering revenues. As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.9 million higher in 2025 compared with 2024. Direct operating expenses were $5.5 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and $2.2 million higher due to the repositioning of vessels between geographic regions. Direct operating expenses were $6.8 million lower due to net asset dispositions.

57

2024 compared with 2023

Operating Revenues. Charter revenues were $3.9 million higher in 2024 compared with 2023. Charter revenues were $9.5 million higher for the Regional Core Fleet, which consists of 14 vessels, due to higher average day rates of $17,356 in 2024 compared to $15,871 in 2023, and an increase in fleet utilization from 74% in 2023 to 79% in 2024. Charter revenues were $3.5 million lower due to the disposition of one vessel in 2023 and $2.1 million lower due to the repositioning of one vessel out of the region. Other marine services were $2.4 million lower primarily due to non-recurring business interruption insurance revenue recorded in 2023. As of December 31, 2024 and 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $12.8 million higher in 2024 compared with 2023. Direct operating expenses were $15.3 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $1.6 million lower due to net asset dispositions and $0.9 million lower due to the repositioning of vessels between geographic regions.

Latin America. For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics):

202520242023
Time Charter Statistics:
Rates Per Day Worked:
FSV$15,387$14,951$13,636
PSV27,75921,29620,314
Liftboats88,93048,78624,450
Overall22,75823,46218,937
Utilization:
FSV84%94%90%
PSV54%52%89%
Liftboats40%99%75%
Overall65%66%88%
Available Days:
FSV914732730
PSV1,5672,3322,467
Liftboats54338115
Overall2,5353,4023,312
Operating revenues:
Time charter$37,34588%$52,57390%$55,39994%
Bareboat charter3,2358%1,4642%1,4602%
Other marine services1,6774%4,5188%2,0614%
42,257100%58,555100%58,920100%
Direct operating expenses:
Personnel9,68123%15,06326%14,44025%
Repairs and maintenance4,28510%7,18312%4,9478%
Drydocking1,0112%5,2779%1,4372%
Insurance and loss reserves7222%1,4262%8392%
Fuel, lubes and supplies2,8587%5,2159%3,1085%
Other5,36313%2,3774%1,8533%
23,92057%36,54162%26,62445%
Direct Vessel Profit$18,33743%$22,01438%$32,29655%

2025 compared with 2024

Operating Revenues. Charter revenues were $13.5 million lower in 2025 compared with 2024. Charter revenues were $21.8 million lower due to the repositioning of two vessels out of the region subsequent to 2024. Charter revenues were $8.3 million higher for the Regional Core Fleet, which consists of six vessels, primarily due to higher utilization of 68% in 2025 compared to 63% in 2024 and higher average day rates of $22,475 in 2025 compared to $19,388 in 2024. Other marine services were $2.8 million lower in 2025 compared with 2024 primarily due to lower catering revenues. As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.

58

Direct Operating Expenses. Direct operating expenses were $12.6 million lower in 2025 compared with 2024. Direct operating expenses were $9.0 million lower due to the repositioning of vessels between geographic regions and $3.6 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.

2024 compared with 2023

Operating Revenues. Charter revenues were $2.8 million lower in 2024 compared with 2023. Charter revenues were $3.5 million lower due to the repositioning of five vessels out of the region, partially offset by the repositioning of two vessels into the region and $0.7 million higher for the Regional Core Fleet, which consists of eight vessels, primarily due to higher average day rates of $21,468 in 2024 compared to $18,455 in 2023, substantially offset by lower utilization of 63% in 2024 compared to 85% in 2023. Other marine services were $2.5 million higher in 2024 compared with 2023 primarily due to higher catering revenues. As of December 31, 2024 and 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $9.9 million higher in 2024 compared with 2023. Direct operating expenses were $8.0 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.9 million higher due to the repositioning of vessels between geographic regions.

Other Operating Expenses

Lease expense. Leased-in equipment expenses were $0.5 million lower compared with 2024 primarily due to having no leased-in vessels in 2025 compared to one in 2024. Leased-in equipment expenses were $1.1 million lower for 2024 compared with 2023 primarily due to having one leased-in vessel in 2024 compared to two in 2023.

Administrative and general. Administrative and general expenses were $2.8 million higher in 2025 compared with 2024 primarily due to increases in professional fees of $2.8 million and increases in wages and benefits expenses of $0.7 million partially offset by decreases in allowance for credit losses of $0.8 million. Administrative and general expenses were $4.5 million lower in 2024 compared with 2023 primarily due to decreases in allowance for credit losses of $3.3 million and decreases in professional fees of $1.4 million partially offset by increases in wages and benefits expenses of $0.4 million.

Depreciation and amortization. Depreciation and amortization expenses were $4.6 million lower in 2025 compared with 2024 and $2.2 million lower in 2024 compared with 2023 primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During 2025, the Company sold one FSV and two PSVs, previously classified as held for sale, as well as one PSV, three liftboats and other equipment not previously classified as held for sale for net cash proceeds of $129.2 million, after transaction costs, and a gain of $63.4 million.

During 2024, the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million. In addition, the Company recognized impairment charges of $3.7 million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed.

During 2023, the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as held for sale, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million. In addition, the Company recognized impairment charges of $0.7 million for one AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner.

59

Other Income (Expense), Net

For the years ended December 31, the Company’s other income (expense) was as follows (in thousands):

202520242023
Other Income (Expense):
Interest income$1,856$1,768$1,444
Interest expense(36,050)(40,627)(37,504)
Losses on debt extinguishment(31,923)(2,004)
Derivative gains (losses), net156(908)608
Foreign currency losses, net(3,135)(1,049)(2,133)
Gains on insurance claim settlement4,581
Other, net(189)121
$(32,781)$(72,618)$(39,589)

Interest Income. Interest income was nearly flat in 2025 compared with 2024 and in 2024 compared with 2023.

Interest expense. Interest expense was lower in 2025 compared to 2024 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. Interest expense was higher in 2024 compared to 2023 primarily due to a higher interest rate on the 2023 SMFH Credit Facility (which bore interest at a fixed rate of 11.75%) compared to the debt retired by the facility, which was entered into on September 8, 2023.

Losses on debt extinguishment. Loss on debt extinguishment was $31.9 million in 2024 due to the payoff of multiple credit facilities with the proceeds from the 2024 SMFH Credit Facility. Loss on debt extinguishment was $2.0 million in 2023 due to the payoff of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility.

Derivative gains (losses), net. Net derivative gains in 2025 compared with net derivative losses in 2024 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. As of December 31, 2025, the Company had no outstanding foreign exchange contract. Net derivative losses in 2024 compared with net derivative gains in 2023 were due to the strengthening 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, net. Net foreign currency losses in 2025 compared with 2024 increased due to the weakening of the U.S. dollar in relation to the pound sterling. Net foreign currency losses in 2024 compared with 2023 decreased due to the strengthening of the U.S. dollar in relation to the pound sterling.

Gains on insurance claim settlement. Gains on insurance claim settlement in 2025 were due to the Company entering into insurance claim settlements for a total of $12.1 million, of which $4.6 million was in excess of an insurance claim receivable of $7.5 million previously deferred with respect to the liftboat LB Robert.

Income Tax Expense

For the year ending December 31, 2025, the Company’s effective income tax rate of 55.1% 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 in the U.S. for income tax purposes.

For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% 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 in the U.S. for income tax purposes.

For the year ending December 31, 2023, the Company’s effective income tax rate of 216.2% was primarily due to foreign withholding taxes.

60

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

For the years ended December 31, the Company’s equity in earnings operations of 50% or less owned companies, net of tax, was as follows (in thousands):

202520242023
SEACOR Marine Arabia$1,631$3,010$3,401
Other100(702)155
$1,731$2,308$3,556

2025 compared with 2024

SEACOR Marine Arabia. The decrease in equity earnings in 2025 from SEACOR Marine Arabia was due to decreased utilization.

2024 compared with 2023

SEACOR Marine Arabia. The decrease in equity earnings in 2024 from SEACOR Marine Arabia was due to decreased utilization.

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 2024 SMFH Credit Facility. 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 at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of December 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 December 31, 2025, the Company had unfunded capital commitments of $49.6 million consisting of $46.5 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $1.4 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $31.6 million is payable during 2026 and $18.0 million is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale of two AHTS in the fourth quarter of 2024 was designated to make payments on the construction of the two PSVs. In addition, during the second quarter of 2025, $3.8 million of the proceeds from the sale of one FSV and $10.9 million of the proceeds from the sale of two PSVs were also designated to make payments on the construction of the two PSVs. During the fourth quarter of 2025, $11.0 million of the proceeds from the sale of one PSV was also designated to make payments on the construction of the two PSVs. As of December 31, 2025, $23.5 million remained in a restricted account designated to make payments on the construction of the two PSVs. 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. $16.4 million of this tranche was drawn as of December 31, 2025, with the remaining $24.6 million of this tranche remaining undrawn and available.

As of December 31, 2025, the Company had outstanding debt of $334.6 million, net of debt discount and issuance costs. The Company’s contractual long-term debt maturities as of December 31, 2025 are as follows (in thousands):

Actual
2026$30,000
202731,353
202831,242
2029246,305
2030
Years subsequent to 2030
$338,900

As of December 31, 2025 and December 31, 2024, the Company held balances of cash, cash equivalents and restricted cash totaling $93.1 million and $76.1 million, respectively.

61

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

202520242023
Cash flows provided by or (used in):
Operating Activities$(36,401)$(10,262)$8,947
Investing Activities80,43617,56449,126
Financing Activities(27,059)(15,293)(16,990)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents3
Net Change in Cash, Restricted Cash and Cash Equivalents$16,976$(7,991)$41,086

Operating Activities

Cash flows used in operating activities was $36.4 million in 2025, an increase of $26.1 million compared to $10.3 million in 2024, due to changes in working capital and one-time insurance claim settlements offset by a decrease in days worked primarily due to net fleet changes. For the years ended December 31, the components of cash flows (used in) provided by operating activities were as follows (in thousands):

202520242023
DVP:
United States, primarily Gulf of America$(4,710)$(10,734)$17,082
Africa and Europe28,83942,23538,678
Middle East and Asia3,59420,59431,805
Latin America18,33722,01432,296
Operating, leased-in equipment(1,034)(1,841)(2,362)
Administrative and general (excluding provisions for bad debts and amortization of share awards)(41,767)(38,053)(39,664)
Gains on insurance claim settlement4,581
Other, net (excluding non-cash losses)(189)121
Dividends received from 50% or less owned companies3,1992,9162,241
10,85037,25280,076
Changes in operating assets and liabilities before interest and income taxes(13,810)(13,214)(38,743)
Cash settlements on derivative transactions, net(308)164577
Interest paid, excluding capitalized interest (1)(34,940)(35,607)(31,446)
Interest received1,8561,7681,444
Income taxes paid, net(49)(625)(2,961)
Total cash flows (used in) provided by operating activities$(36,401)$(10,262)$8,947

(1)
During 2025, capitalized interest paid and included in the purchase of property and equipment was $2.4 million. During 2024 and 2023, 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 2025, net cash provided by investing activities was $80.4 million primarily as a result of the following:


capital expenditures were $48.8 million; and


the Company sold one FSV and two PSVs, previously classified as held for sale, as well as one PSV, three liftboats and other equipment not previously classified as held for sale for net cash proceeds of $129.2 million, after transaction costs, and a gain of $63.4 million.

62

During 2024, net cash provided by investing activities was $17.6 million primarily as a result of the following:


capital expenditures were $7.3 million; and


the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.

During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following:


capital expenditures were $10.6 million;


the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as held for sale, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and


the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.

Financing Activities

During 2025, net cash used in financing activities was $27.1 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $27.5 million;


the Company received proceeds from the issuance of long-term debt of $15.8 million;


the Company made payments for the repurchase of common stock of $7.1 million;


the Company made payments for the repurchase of warrants of $6.7 million;


the Company made payments on tax withholdings for restricted stock vesting of $1.6 million.

During 2024, net cash used in financing activities was $15.3 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $24.3 million;


the Company made payments for debt extinguishment of $328.7 million;


the Company made payments for debt extinguishment costs of $3.7 million;


the Company received proceeds from the issuance of long-term debt of $345.2 million;


the Company received $0.1 million proceeds from the exercise of stock options; and


the Company made payments on tax withholdings for restricted stock vesting of $3.9 million.

During 2023, net cash used in financing activities was $17.0 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $29.2 million;


the Company made payments for debt extinguishment of $131.6 million;


the Company made payments for debt extinguishment costs of $1.8 million;


the Company received proceeds from the issuance of long-term debt of $148.5 million;


the Company made payments on finance leases of $0.5 million;


the Company made payments on tax withholdings for restricted stock vesting of $2.4 million; and


the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the Prior ATM Program.

63

Short and Long-Term Liquidity Requirements and Outlook

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 capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to capital expenditures related to the construction of two PSVs, up to $24.6 million remains available under Tranche B of the 2024 SMFH Credit Facility and $23.5 million of proceeds from vessel sales remained in a restricted account designated for these capital expenditures as of December 31, 2025. 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 2024 SMFH Credit Facility.

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2026 to be as follows:


Debt service — We expect to make principal and interest payments of approximately $64.2 million during fiscal year 2026 under our currently outstanding debt facilities based on interest rates at year end.


Capital expenditures — At this time, we expect capital expenditures of approximately $31.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures.


Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.8 million during fiscal year 2026.


Lease payments — We expect to make lease payments of approximately $0.5 million for our operating and finance leases during fiscal year 2026 under our effective leases as of December 31, 2025.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 5. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Contingencies

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the U.K.: the MNOPF and the 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 December 31, 2025, all invoices received related to MNOPF and MNRPF have been settled in full.

64

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

On November 6, 2024, the Company was informed by the MNOPF that no further contributions from participating employers were required based on the results of the 2024 valuation.

Other. 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 such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions

For a discussion of the Company’s transactions with related parties, see “Note 14. Related Party Transactions” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the 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. For a summary of the Company’s accounting policies, see “Note 1. Nature of Operations and Accounting Policies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which should be read in conjunction with this MD&A. Management considers an accounting estimate to be critical if it is important to the Company’s financial condition or results of operations and requires the Company to make subjective or complex judgments or estimates about matters that are uncertain. The Company believes the following critical accounting policies are the ones that require significant judgments and estimates to prepare its consolidated financial statements. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above.

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. 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 December 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.

65

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.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income (loss). The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

In the normal course of business, the Company may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

The Company is subject to federal and state income tax and foreign withholding tax audits from time to time that could result in proposed assessments. Management believes that the Company has appropriately accounted for income and withholding taxes for tax periods that are within the statutory period of limitations not previously audited and that are potentially open for examination by the taxing authorities. The Company cannot predict with certainty how any audits would be resolved and whether the Company will be required to make additional tax payments, which may include penalties and interest. Depending on the jurisdiction, the Company is subject to examination for up to the preceding eight years.

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.

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.

66

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000950170-25-027933.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2025-02-26. Report date: 2024-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2024, and its financial condition as of December 31, 2024 and 2023. Certain statements in this MD&A constitute forward-looking statements. See “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of December 31, 2024, the Company operated a diverse fleet of 54 support vessels, of which 51 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.

Recent Developments

Vessel Sales

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 the proceeds will be used to partially fund the contract price for the newbuild PSVs described below. The Company manages the two sold AHTS on behalf of 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 million of secured indebtedness and $125.0 million of unsecured indebtedness due in 2026, inclusive of $35.0 million of convertible debt. The proceeds from Tranche B of the 2024 SMFH Credit Facility are available to be used 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 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 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 Prior ATM Program was terminated.

43

Trends Affecting the Offshore Marine Business

Oil and Natural Gas Prices

The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives in significant oil and natural gas producing regions, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry. Factors that influence the level of offshore exploration and drilling activities include:


expectations as to future oil and natural gas commodity prices;


customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale;


expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy;


customer assessments of cost, geological opportunity and political stability in host countries;


worldwide demand for oil and natural gas;


the ability or willingness of OPEC to set and maintain production levels and pricing;


military conflicts and terrorism in oil producing regions, including the Middle East and Russia;


the level of oil and natural gas production by non-OPEC countries;


transitions to and demand for non-hydrocarbon based energy sources;


the relative exchange rates for the U.S. dollar; and


various U.S. and international government policies regarding exploration and development of oil and natural gas reserves, which have been becoming increasingly unpredictable in recent years.

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 2024, WTI oil prices reached a high of $87 per barrel and a low of $66 per barrel, ending the year at $72 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.

Vessel Supply Dynamics and Other Industry Drivers

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.

44

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 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 December 31, 2024, two of the Company’s 51 owned vessels were cold-stacked worldwide. In addition, the Company had two vessels classified as held for sale as of December 31, 2024.

Inflation

The Company’s operations expose it to the effects of inflation. Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company’s operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs. The Company’s borrowings are all at fixed rates and therefore rate fluctuations no longer affect the interest costs reflected in the Company’s financial results.

Certain Components of Revenues and Expenses

The Company operates its fleet in four principal geographic regions: the U.S., primarily in the 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. 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.

Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.

Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. 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 all risks of operation. Vessel charters may range from several days to several years.

Direct Operating Expenses. The aggregate cost of operating the Company’s fleet depends primarily on the size and asset mix of the fleet. The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories:


personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);


repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs);


drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);

45


insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);


fuel, lubes and supplies; and


other (brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other).

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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 segments, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 16. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Leased-in Equipment. In addition to the Company’s owned fleet, it operated one leased-in vessel from a lessor under a bareboat charter arrangement that expired during 2024. This vessel was previously owned and subject to a sale and leaseback transaction with the lessor.

Impairments. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During 2024, the Company recorded impairment charges of $3.7 million for other equipment. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS. During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 8. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2024, the Company has estimated that their future undiscounted cash flows exceed their current carrying values. The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including changes in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels. As markets change, the impact of vessel impairments will be evaluated.

46

Consolidated Results of Operations

For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

202420232022
Time Charter Statistics:
Average Rates Per Day$18,989$16,375$12,673
Fleet Utilization67%75%75%
Fleet Available Days19,89520,51921,291
Operating revenues:
Time charter$254,32094%$251,38589%$203,53493%
Bareboat charter1,4641%1,4601%1,3741%
Other marine services15,5775%26,66610%12,4176%
271,361100%279,511100%217,325100%
Costs and Expenses:
Operating:
Personnel$85,54132%$81,77029%$77,78236%
Repairs and maintenance40,38515%26,82610%31,49614%
Drydocking21,4518%6,5982%18,1608%
Insurance and loss reserves9,8944%9,9564%9,9625%
Fuel, lubes and supplies19,9477%17,1876%19,2899%
Other20,0347%17,3136%15,2967%
197,25273%159,65057%171,98579%
Lease expense1,6781%2,7481%3,8692%
Administrative and general44,71316%49,18318%40,91119%
Depreciation and amortization51,62819%53,82119%55,95726%
295,271109%265,40295%272,722125%
Gains on Asset Dispositions and Impairments, Net13,4815%21,4098%1,3981%
Operating (Loss) Income(10,429)(4)%35,51813%(53,999)(25)%
Other Expense, Net(72,618)(27)%(39,589)(14)%(16,079)(7)%
Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies(83,047)(31)%(4,071)(1)%(70,078)(32)%
Income Tax (Benefit) Expense(2,615)(1)%8,7993%8,5824%
Loss Before Equity in Earnings of 50% or Less Owned Companies(80,432)(30)%(12,870)(5)%(78,660)(36)%
Equity in Earnings of 50% or Less Owned Companies2,3081%3,5561%7,0113%
Net Loss(78,124)(29)%(9,314)(3)%(71,649)(33)%
Net Income attributable to Noncontrolling Interests in Subsidiaries%%10%
Net Loss attributable to SEACOR Marine Holdings Inc.$(78,124)(29)%$(9,314)(3)%$(71,650)(33)%

47

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 EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2024
Time Charter Statistics:
Average Rates Per Day$23,076$17,453$17,285$23,462$18,989
Fleet Utilization38%75%78%66%67%
Fleet Available Days3,6887,5905,2153,40219,895
Operating Revenues:
Time charter$31,991$99,410$70,346$52,573$254,320
Bareboat charter1,4641,464
Other marine services3,8085,2721,9794,51815,577
35,799104,68272,32558,555271,361
Direct Costs and Expenses:
Operating:
Personnel$24,459$21,887$24,132$15,063$85,541
Repairs and maintenance6,61813,53713,0477,18340,385
Drydocking8,6044,7742,7965,27721,451
Insurance and loss reserves2,9922,3293,1471,4269,894
Fuel, lubes and supplies3,3517,1974,1845,21519,947
Other50912,7234,4252,37720,034
46,53362,44751,73136,541197,252
Direct Vessel (Loss) Profit$(10,734)$42,235$20,594$22,014$74,109
Other Costs and Expenses:
Lease expense$555$507$301$3151,678
Administrative and general44,713
Depreciation and amortization12,33417,49713,2768,52151,628
98,019
Gains on asset dispositions and impairments, net13,481
Operating loss$(10,429)
As of December 31, 2024
Property and Equipment:
Historical cost$195,756$325,000$240,075$139,583$900,414
Accumulated depreciation(104,771)(121,320)(97,908)(43,449)(367,448)
$90,985$203,680$142,167$96,134$532,966
Total Assets (1)$120,347$241,278$174,410$117,475$653,510

(1)
Total Assets exclude $73.6 million of corporate assets.

48

United States (primarily Gulf of America)Africa and EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$20,967$14,612$15,003$18,937$16,375
Fleet Utilization45%87%76%88%75%
Fleet Available Days4,4436,9355,8293,31220,519
Operating Revenues:
Time charter$41,850$87,729$66,407$55,399$251,385
Bareboat charter1,4601,460
Other marine services17,6782,5824,3452,06126,666
59,52890,31170,75258,920279,511
Direct Costs and Expenses:
Operating:
Personnel$26,110$20,434$20,786$14,440$81,770
Repairs and maintenance5,1469,6247,1094,94726,826
Drydocking2,3142,946(99)1,4376,598
Insurance and loss reserves3,7521,7273,6388399,956
Fuel, lubes and supplies3,6976,8303,5523,10817,187
Other1,42710,0723,9611,85317,313
42,44651,63338,94726,624159,650
Direct Vessel Profit$17,082$38,678$31,805$32,296$119,861
Other Costs and Expenses:
Lease expense$536$1,498$360$3542,748
Administrative and general49,183
Depreciation and amortization14,68515,34614,7609,03053,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$209,262$272,272$267,079$170,210$918,823
Accumulated depreciation(99,137)(93,045)(94,708)(37,251)(324,141)
$110,125$179,227$172,371$132,959$594,682
Total Assets (1)$142,264$215,158$199,174$152,427$709,023

(1)
Total Assets exclude $71.3 million of corporate assets.

49

United States (primarily Gulf of America)Africa and EuropeMiddle East and Asia (2)Latin AmericaTotal
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$19,876$11,127$10,003$13,948$12,673
Fleet Utilization49%85%80%91%75%
Fleet Available Days5,2436,3516,5483,14921,291
Operating Revenues:
Time charter$51,272$60,060$52,080$40,122$203,534
Bareboat charter1,3741,374
Other marine services9,528(163)7622,29012,417
60,80059,89752,84243,786217,325
Direct Costs and Expenses:
Operating:
Personnel$25,201$16,436$22,376$13,769$77,782
Repairs and maintenance7,0499,2298,1117,10731,496
Drydocking8,9782,3396,56927418,160
Insurance and loss reserves4,8311,1782,8381,1159,962
Fuel, lubes and supplies3,3458,0225,0892,83319,289
Other1,2357,1754,6332,25315,296
50,63944,37949,61627,351171,985
Direct Vessel Profit$10,161$15,518$3,226$16,435$45,340
Other Costs and Expenses:
Lease expense$998$1,691$156$1,0243,869
Administrative and general40,911
Depreciation and amortization17,44413,70816,3318,47455,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$232,740$285,303$286,745$162,895$967,683
Accumulated depreciation(101,503)(92,030)(89,444)(27,801)(310,778)
$131,237$193,273$197,301$135,094$656,905
Total Assets (1)$174,081$211,371$215,497$150,650$751,599

(1)
Total Assets exclude $64.0 million of corporate assets.

(2)
In 2022, the Company removed from service one specialty vessel in this region. Regional statistics reflect the removed from service status of this vessel.

50

The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2024
Time Charter Statistics:
Average Rates Per Day$9,156$12,901$19,888$42,665$$18,989
Fleet Utilization60%76%62%58%%67%
Fleet Available Days1,2408,0527,6752,92819,895
Operating Revenues:
Time charter$6,831$79,377$95,133$72,979$$254,320
Bareboat charter1,4641,464
Other marine services2322,0707,0984,7571,42015,577
7,06381,447103,69577,7361,420271,361
Direct Costs and Expenses:
Operating:
Personnel$3,685$22,193$36,188$24,586$(1,111)$85,541
Repairs and maintenance1,05216,52315,4437,3422540,385
Drydocking7893,2009,6777,78521,451
Insurance and loss reserves2551,7772,6865,482(306)9,894
Fuel, lubes and supplies8005,5929,4374,11819,947
Other9908,1938,6322,1952420,034
7,57157,47882,06351,508(1,368)197,252
Other Costs and Expenses:
Lease expense$346$$$$1,3321,678
Administrative and general44,713
Depreciation and amortization64718,98016,44015,4639851,628
98,019
Gains on asset dispositions and impairments, net13,481
Operating loss$(10,429)
As of December 31, 2024
Property and Equipment:
Historical cost$948$345,476$290,478$244,564$18,948$900,414
Accumulated depreciation(825)(161,212)(66,540)(120,192)(18,679)(367,448)
$123$184,264$223,938$124,372$269$532,966

51

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$9,201$11,273$18,031$37,523$$16,375
Fleet Utilization70%84%77%50%%75%
Fleet Available Days1,4918,3847,3923,25220,519
Operating Revenues:
Time charter$9,610$79,372$101,978$60,425$$251,385
Bareboat charter1,4601,460
Other marine services9361,0763,07817,8013,77526,666
10,54680,448106,51678,2263,775279,511
Direct Costs and Expenses:
Operating:
Personnel$4,027$20,408$35,397$20,432$1,506$81,770
Repairs and maintenance1,4988,47912,4974,383(31)26,826
Drydocking1,3564,0501,325(52)(81)6,598
Insurance and loss reserves3071,3632,2126,027479,956
Fuel, lubes and supplies1,4715,4327,8342,442817,187
Other1,4506,5237,7651,5423317,313
10,10946,25567,03034,7741,482159,650
Other Costs and Expenses:
Lease expense$1,247$$$$1,5012,748
Administrative and general49,183
Depreciation and amortization1,02019,77916,48016,39514753,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$12,669$341,054$301,523$244,462$19,115$918,823
Accumulated depreciation(5,134)(142,429)(53,162)(104,626)(18,790)(324,141)
$7,535$198,625$248,361$139,836$325$594,682

52

AHTSFSVPSVLiftboatsOther Activity (1)Total
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$8,975$9,425$13,246$27,010$$12,673
Fleet Utilization69%85%76%55%%75%
Fleet Available Days2,0988,5187,3003,2859021,291
Operating Revenues:
Time charter$13,041$68,324$73,687$48,482$$203,534
Bareboat charter1,3741,374
Other marine services(654)(667)1,5618,0094,16812,417
12,38767,65776,62256,4914,168217,325
Direct Costs and Expenses:
Operating:
Personnel$4,428$20,379$33,470$19,489$16$77,782
Repairs and maintenance1,4949,95312,7227,378(51)31,496
Drydocking(3)3,1663,06511,93218,160
Insurance and loss reserves2531,4952,2656,586(637)9,962
Fuel, lubes and supplies1,0176,1008,0154,1391819,289
Other1,3856,1745,6742,0451815,296
8,57447,26765,21151,569(636)171,985
Other Costs and Expenses:
Lease expense$1,649$$777$$1,4433,869
Administrative and general40,911
Depreciation and amortization1,78319,89915,48018,47332255,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$27,838$355,116$297,331$265,387$22,011$967,683
Accumulated depreciation(18,695)(130,869)(36,203)(103,402)(21,609)(310,778)
$9,143$224,247$261,128$161,985$402$656,905

(1)
In 2022, the Company removed from service one specialty vessel in this class. Other activity statistics reflect the removed from service status of this vessel.

53

Operating Income (Loss)

United States, primarily Gulf of America. For the years ended December 31, the Company’s direct vessel (loss) profit in the U.S. was as follows (in thousands, except statistics):

202420232022
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$$
FSV10,2499,65710,735
PSV13,79714,14815,485
Liftboats35,91134,45126,232
Overall23,07620,96719,876
Utilization:
AHTS%%%
FSV35%57%49%
PSV49%62%69%
Liftboats35%34%53%
Overall38%45%49%
Available Days:
AHTS31638
FSV1,0981,0951,095
PSV7329101,095
Liftboats1,8582,4072,415
Overall3,6884,4435,243
Operating revenues:
Time charter$31,99189%$41,85070%$51,27284%
Other marine services3,80811%17,67830%9,52816%
35,799100%59,528100%60,800100%
Direct operating expenses:
Personnel24,45968%26,11044%25,20141%
Repairs and maintenance6,61818%5,1469%7,04912%
Drydocking8,60424%2,3144%8,97815%
Insurance and loss reserves2,9928%3,7526%4,8318%
Fuel, lubes and supplies3,35110%3,6976%3,3455%
Other5092%1,4272%1,2352%
46,533130%42,44671%50,63983%
Direct Vessel (Loss) Profit$(10,734)-30%$17,08229%$10,16117%

2024 compared with 2023

Operating Revenues. Charter revenues were $9.9 million lower in 2024 compared with 2023. Charter revenues were $16.9 million lower due to the repositioning of vessels between geographic regions, as such repositioned vessels had 58 days worked at an average day rate of $60,628 in 2024 compared to 515 days worked at an average day rate of $39,741 in 2023, as well as $0.7 million lower due to the disposition of one vessel in the third quarter of 2023. Charter revenues were $7.7 million higher 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 nine vessels, due to higher utilization of 81% for one liftboat with a higher than average day rate of $49,914, partially offset by lower utilization of 35% for the remainder of the vessels. Other marine services were $13.9 million lower primarily due to non-recurring business interruption insurance revenue recorded in 2023 and lower mobilization revenues and management fees in 2024. As of December 31, 2024, the Company had two of 10 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 11 vessels as of December 31, 2023.

Direct Operating Expenses. Direct operating expenses were $4.1 million higher in 2024 compared with 2023. Direct operating expenses were $10.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $3.3 million lower due to the repositioning of vessels between geographic regions and $2.8 million lower due to net asset dispositions.

54

2023 compared with 2022

Operating Revenues. Charter revenues were $9.4 million lower in 2023 compared with 2022. Charter revenues were $6.0 million lower due to the repositioning of vessels between geographic regions and $3.4 million lower due to decreased utilization for the Regional Core Fleet. Other marine services were $8.2 million higher primarily due to business interruption insurance revenue and higher mobilization revenues. As of December 31, 2023, the Company had two of 11 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with three of 14 vessels as of December 31, 2022.

Direct Operating Expenses. Direct operating expenses were $8.2 million lower in 2023 compared with 2022. Direct operating expenses were $4.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, $2.8 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions.

Africa and Europe. For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics):

202420232022
Time Charter Statistics:
Rates Per Day Worked:
AHTS$10,189$10,101$9,994
FSV15,30412,70110,967
PSV22,40520,12912,452
Overall17,45314,61211,127
Utilization:
AHTS48%77%100%
FSV83%91%88%
PSV73%84%71%
Overall75%87%85%
Available Days:
AHTS8951,0951,095
FSV3,9133,6503,439
PSV2,7822,1901,817
Overall7,5906,9356,351
Operating revenues:
Time charter$99,41095%$87,72997%$60,060100%
Other marine services5,2725%2,5823%(163)(0)%
104,682100%90,311100%59,897100%
Direct operating expenses:
Personnel21,88721%20,43423%16,43628%
Repairs and maintenance13,53713%9,62410%9,22915%
Drydocking4,7745%2,9463%2,3394%
Insurance and loss reserves2,3292%1,7272%1,1782%
Fuel, lubes and supplies7,1977%6,8308%8,02213%
Other12,72312%10,07211%7,17512%
62,44760%51,63357%44,37974%
Direct Vessel Profit$42,23540%$38,67843%$15,51826%

55

2024 compared with 2023

Operating Revenues. Charter revenues were $11.7 million higher in 2024 compared with 2023. Charter revenues were $12.0 million higher due to the repositioning of three vessels into the region in 2024, $1.2 million higher for the Regional Core Fleet, which consists of 18 vessels, due to higher average day rates of $17,033 in 2024 compared to $14,733 in 2023, substantially offset by lower utilization of 79% in 2024 compared to 89% in 2023 and $1.5 million lower due to the disposition of one vessel in 2024. Other marine services were $2.7 million higher primarily due to higher mobilization revenues. As of December 31, 2024, the Company had no vessels cold-stacked in this region compared with one of 19 vessels that was classified as held for sale as of December 31, 2023.

Direct Operating Expenses. Direct operating expenses were $10.8 million higher in 2024 compared with 2023. Direct operating expenses were $11.3 million higher due to the repositioning of vessels between geographic regions, $0.4 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.9 million lower due to net asset dispositions.

2023 compared with 2022

Operating Revenues. Charter revenues were $27.7 million higher in 2023 compared with 2022. Charter revenues were $16.4 million higher due to the repositioning of vessels between geographic regions and $12.1 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.8 million decrease due to net asset dispositions. Other marine services were $2.7 million higher primarily due to an immaterial change in the presentation of commission charges, which were reclassed from other marine services to other direct operating expenses. As of December 31, 2023, the Company had one of 19 owned and leased-in vessels (one AHTS) cold-stacked in this region that was classified as held for sale compared with none as of December 31, 2022.

Direct Operating Expenses. Direct operating expenses were $7.3 million higher in 2023 compared with 2022. Direct operating expenses were $6.1 million higher due to the repositioning of vessels between geographic regions, $1.9 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures, and $0.7 million lower due to net asset dispositions.

56

Middle East and Asia. For the years ended December 31, the Company’s direct vessel profit in the Middle East and Asia was as follows (in thousands, except statistics):

202420232022
Time Charter Statistics:
Rates Per Day Worked:
AHTS$7,734$5,547$5,915
FSV8,5069,0957,954
PSV15,90711,8269,119
Liftboats45,80142,57829,385
Overall17,28515,00310,003
Utilization:
AHTS91%57%99%
FSV80%84%92%
PSV64%59%66%
Liftboats100%98%63%
Overall78%76%80%
Available Days:
AHTS345365365
FSV2,3092,9093,254
PSV1,8291,8252,109
Specialty90
Liftboats732730730
Overall5,2155,8296,548
Operating revenues:
Time charter$70,34697%$66,40794%$52,08099%
Other marine services1,9793%4,3456%7621%
72,325100%70,752100%52,842100%
Direct operating expenses:
Personnel24,13234%20,78629%22,37642%
Repairs and maintenance13,04718%7,10910%8,11115%
Drydocking2,7964%(99)(0)%6,56913%
Insurance and loss reserves3,1474%3,6385%2,8385%
Fuel, lubes and supplies4,1846%3,5525%5,08910%
Other4,4256%3,9616%4,6339%
51,73172%38,94755%49,61694%
Direct Vessel Profit$20,59428%$31,80545%$3,2266%

2024 compared with 2023

Operating Revenues. Charter revenues were $3.9 million higher in 2024 compared with 2023. Charter revenues were $9.5 million higher for the Regional Core Fleet, which consists of 14 vessels, due to higher average day rates of $17,356 in 2024 compared to $15,871 in 2023, and an increase in fleet utilization from 74% in 2023 to 79% in 2024. Charter revenues were $3.5 million lower due to the disposition of one vessel in 2023 and $2.1 million lower due to the repositioning of one vessel out of the region. Other marine services were $2.4 million lower primarily due to non-recurring business interruption insurance revenue recorded in 2023. As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $12.8 million higher in 2024 compared with 2023. Direct operating expenses were $15.3 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $1.6 million lower due to net asset dispositions and $0.9 million lower due to the repositioning of vessels between geographic regions.

57

2023 compared with 2022

Operating Revenues. Charter revenues were $14.3 million higher in 2023 compared with 2022. Charter revenues were $19.2 million higher for the Regional Core Fleet primarily as a result of increased liftboat day rates and utilization and $4.9 million lower due to the repositioning of vessels between geographic regions. Other marine services were $3.6 million higher primarily due to business interruption insurance revenue. As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $10.7 million lower in 2023 compared with 2022. Direct operating expenses were $6.2 million lower due to the repositioning of vessels between geographic regions, and $4.5 million lower for the Regional Core Fleet primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods.

Latin America. For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics):

202420232022
Time Charter Statistics:
Rates Per Day Worked:
FSV$14,951$13,636$8,098
PSV21,29620,31415,615
Liftboats48,78624,45025,277
Overall23,46218,93713,948
Utilization:
FSV94%90%96%
PSV52%89%94%
Liftboats99%75%34%
Overall66%88%91%
Available Days:
FSV732730730
PSV2,3322,4672,279
Liftboats338115140
Overall3,4023,3123,149
Operating revenues:
Time charter$52,57390%$55,39994%$40,12292%
Bareboat charter1,4642%1,4602%1,3743%
Other marine services4,5188%2,0614%2,2905%
58,555100%58,920100%43,786100%
Direct operating expenses:
Personnel15,06326%14,44025%13,76931%
Repairs and maintenance7,18312%4,9478%7,10716%
Drydocking5,2779%1,4372%2741%
Insurance and loss reserves1,4262%8392%1,1153%
Fuel, lubes and supplies5,2159%3,1085%2,8336%
Other2,3774%1,8533%2,2535%
36,54162%26,62445%27,35162%
Direct Vessel Profit$22,01438%$32,29655%$16,43538%

2024 compared with 2023

Operating Revenues. Charter revenues were $2.8 million lower in 2024 compared with 2023. Charter revenues were $3.5 million lower due to the repositioning of five vessels out of the region, partially offset by the repositioning of two vessels into the region and $0.7 million higher for the Regional Core Fleet, which consists of eight vessels, primarily due to higher average day rates of $21,468 in 2024 compared to $18,455 in 2023, substantially offset by lower utilization of 63% in 2024 compared to 85% in 2023. Other marine services were $2.5 million higher in 2024 compared with 2023 primarily due to higher catering revenues. As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region.

58

Direct Operating Expenses. Direct operating expenses were $9.9 million higher in 2024 compared with 2023. Direct operating expenses $8.0 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.9 million higher due to the repositioning of vessels between geographic regions.

2023 compared with 2022

Operating Revenues. Charter revenues were $15.4 million higher in 2023 compared with 2022. Charter revenues were $11.0 million higher for the Regional Core Fleet primarily as a result of increased day rates and $4.4 million higher due to the repositioning of vessels between geographic regions. As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.7 million lower in 2023 compared with 2022 primarily due to the timing of certain repair expenditures.

Other Operating Expenses

Lease Expense. Leased-in equipment expenses were $1.1 million lower compared with 2023 primarily due to having one leased-in vessels in 2024 compared to two in 2023. Leased-in equipment expenses were $1.1 million lower for 2023 compared with 2022 primarily due to the impairment of one leased-in vessel in 2022.

Administrative and general. Administrative and general expenses were $4.5 million lower in 2024 compared with 2023 primarily due to decreases in allowance for credit losses of $3.3 million and decreases in professional fees of $1.4 million partially offset by increases in wages and benefits expenses of $0.4 million. Administrative and general expenses were $8.3 million higher in 2023 compared with 2022 primarily due to increases in wages and benefits expenses of $3.6 million, increases in allowance for credit losses of $3.0 million and increases in professional fees of $1.3 million.

Depreciation and amortization. Depreciation and amortization expenses were $2.2 million lower in 2024 compared with 2023 and $2.1 million lower in 2023 compared with 2022 primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During 2024, the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million. In addition, the Company recognized impairment charges of $3.7 million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed.

During 2023, the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million. In addition, the Company recognized impairment charges of $0.7 million for one AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner.

During 2022, gain on asset dispositions and impairments was $1.4 million, which included gains from the sale of one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million after transaction costs, and a gain of $3.1 million. In addition, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC (the owner of the PSV SEACOR Marlin) and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million (see “Note 3. Investments, at Equity and Advances to 50% or Less Owned Companies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K). These gains were substantially offset by impairment charges of $2.9 million for one leased-in AHTS, as well as impairment charges for one FSV sold in 2022 and for other equipment classified as assets held for sale, which was subsequently sold in 2023.

59

Other Income (Expense), Net

For the years ended December 31, the Company’s other income (expense) was as follows (in thousands):

202420232022
Other Income (Expense):
Interest income$1,768$1,444$784
Interest expense(40,627)(37,504)(29,706)
(Losses) gains on debt extinguishment(31,923)(2,004)10,429
Derivative (losses) gains, net(908)608
Foreign currency (losses) gains, net(1,049)(2,133)1,659
Other, net121755
$(72,618)$(39,589)$(16,079)

Interest Income. Interest income in 2024 was nearly flat compared with 2023. Interest income increased in 2023 primarily due to interest received for the loan due from MexMar, which was fully repaid in 2023. Interest income decreased in 2022 primarily due to interest received from the U.S. Internal Revenue Service (“IRS”) due to delays in the payment of the CARES Act tax refunds in 2021.

Interest expense. Interest expense was higher in 2024 compared to 2023 primarily due to a higher interest rate on the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%) compared to the debt retired by the facility, which was entered into on September 8, 2023. On November 27, 2024, the 2023 SMFH Credit Facility was refinanced with the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30%). Interest expense was higher in 2023 compared to 2022 primarily due to a higher interest rate on the 2018 SMFH Credit Facility (as defined below) (which bore interest at a variable rate), a higher interest rate due to the refinancing of the 2018 SMFH Credit Facility with the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%), a higher interest rate due to the exchange of $175.0 million in aggregate principal amount of SEACOR Marine’s convertible senior notes due 2023 (the “Old Convertible Notes”) (which bore interest at a fixed rate of 4.25%) for $90.0 million in aggregate principal amount of SEACOR Marine’s 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”) and $35.0 million aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”), and higher interest rates on other variable rate debt as a result of the interest rate environment.

(Losses) gains on debt extinguishment. Loss on debt extinguishment was $31.9 million in 2024 due to the payoff of multiple credit facilities with the proceeds from the 2024 SMFH Credit Facility. Loss on debt extinguishment was $2.0 million in 2023 due to the payoff of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility. Gain on debt extinguishment was $10.4 million in 2022 due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes. For further information, see “Note 5. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Derivative (losses) gains, net. Derivative losses in 2024 compared with derivative gains in 2023 were due to the strengthening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner. Net derivative gains increased in 2023 compared with 2022 due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023.

Foreign currency (losses) gains, net. Foreign currency losses in 2024 compared with 2023 decreased due to the strengthening of the U.S. dollar in relation to the pound sterling. Foreign currency losses in 2023 compared with foreign currency gains in 2022 were primarily due to the strengthening of the pound sterling in relation to the U.S. dollar.

Income Tax Expense

For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% 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 in the U.S. for income tax purposes.

For the year ending December 31, 2023, the Company’s effective income tax rate of 216.2% was primarily due to foreign withholding taxes.

For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies.

60

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

For the years ended December 31, the Company’s equity in earnings operations of 50% or less owned companies, net of tax, was as follows (in thousands):

202420232022
SEACOR Marine Arabia$3,010$3,401$1,671
MexMar (1)$$$2,133
OVH (1)2,571
Other(702)155636
$2,308$3,556$7,011

(1)
On September 29, 2022, the Company sold its ownership in this joint venture to the majority shareholder. See details below.

2024 compared with 2023

SEACOR Marine Arabia. The decrease in equity earnings in 2024 from SEACOR Marine Arabia was due to decreased utilization.

2023 compared with 2022

SEACOR Marine Arabia. The increase in equity earnings in 2023 from SEACOR Marine Arabia was due to increased day rates and utilization.

MexMar, OVH and SEACOR Marlin. On September 29, 2022, each of the transactions contemplated under that certain Framework Agreement, by and among SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”), on the other hand, were consummated (the “Framework Agreement Transactions”). As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC.

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 Prior ATM Program, which had approximately $24.9 million of authority remaining sales capacity as of December 31, 2024. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

As of December 31, 2024, the Company had unfunded capital commitments of $90.0 million consisting of $82.7 million in respect of the construction of two PSVs, $4.4 million in respect of four hybrid battery power systems and $2.9 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $41.6 million is payable during 2025, $29.9 million is payable during 2026 and the remainder payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale of two AHTS was designated to make payments on the construction of the two PSVs, of which $16.0 million remained in a restricted account as of December 31, 2024. 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.

As of December 31, 2024, the Company had outstanding debt of $344.8 million, net of debt discount and issuance costs. The Company’s contractual long-term debt maturities as of December 31, 2024 are as follows (in thousands):

Actual
2025$27,500
202630,000
202730,000
202830,000
2029232,500
Years subsequent to 2029
$350,000

61

As of December 31, 2024 and December 31, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $76.1 million and $84.1 million, respectively.

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

202420232022
Cash flows provided by or (used in):
Operating Activities$(10,262)$8,947$(14,616)
Investing Activities17,56449,12657,800
Financing Activities(15,293)(16,990)(41,355)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents3(4)
Net Change in Cash, Restricted Cash and Cash Equivalents$(7,991)$41,086$1,825

Operating Activities

Cash flows used in operating activities was $10.3 million in 2024, a decrease of $19.2 million compared to cash flows provided by operating activities of $8.9 million in 2023, primarily due to a decrease in utilization offset by changes in working capital. For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands):

202420232022
DVP:
United States, primarily Gulf of America$(10,734)$17,082$10,161
Africa and Europe42,23538,67815,518
Middle East and Asia20,59431,8053,226
Latin America22,01432,29616,435
Operating, leased-in equipment(1,841)(2,362)(2,384)
Administrative and general (excluding provisions for bad debts and amortization of share awards)(38,053)(39,664)(35,825)
Other, net (excluding non-cash losses)121755
Dividends received from 50% or less owned companies2,9162,2413,057
37,25280,07610,943
Changes in operating assets and liabilities before interest and income taxes(13,214)(38,743)(1,235)
Cash settlements on derivative transactions, net164577(749)
Interest paid, excluding capitalized interest (1)(35,607)(31,446)(25,244)
Interest received1,7681,444784
Income taxes (paid) refunded, net(625)(2,961)885
Total cash flows (used in) provided by operating activities$(10,262)$8,947$(14,616)

(1)
During 2024, 2023 and 2022, the Company had 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 2024, net cash provided by investing activities was $17.6 million primarily as a result of the following:


capital expenditures were $7.3 million; and


the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.

During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following:


capital expenditures were $10.6 million;

62


the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and


the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.

During 2022, net cash provided by investing activities was $57.8 million primarily as a result of the following:


capital expenditures were $0.5 million;


the Company sold one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million;


the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables;


the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and


the Company deployed $28.8 million to acquire the loans under the MexMar Third A&R Facility Agreement and received $13.8 million of principal payments under such loan.

Financing Activities

During 2024, net cash used by financing activities was $15.3 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $24.3 million;


the Company made payments for debt extinguishment of $328.7 million;


the Company made payments for debt extinguishment costs of $3.7 million;


the Company received proceeds from the issuance of long-term debt of $345.2 million;


the Company received $0.1 million proceeds from the exercise of stock options; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $3.9 million.

During 2023, net cash used by financing activities was $17.0 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $29.2 million;


the Company made payments for debt extinguishment of $131.6 million;


the Company made payments for debt extinguishment costs of $1.8 million;


the Company received proceeds from the issuance of long-term debt of $148.5 million;


the Company made payments on finance leases of $0.5 million;


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million; and


the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the ATM Program.

During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $38.2 million;


the Company made payments for debt extinguishment costs of $2.3 million;

63


the Company received $0.2 million proceeds from the exercise of stock options;


the Company made payments on finance leases of $0.4 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.

Short and Long-Term Liquidity Requirements and Outlook

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 capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term. 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. 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.

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2025 to be as follows:


Debt service — We expect to make principal and interest payments of approximately $64.6 million during fiscal year 2025 under our currently outstanding debt facilities based on interest rates at year end.


Capital expenditures — At this time, we expect capital expenditures of approximately $41.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures.


Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.1 million during fiscal year 2025.


Lease payments — We expect to make lease payments of approximately $0.8 million for our operating and finance leases during fiscal year 2025 under our effective leases as of December 31, 2024.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 5. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Contingencies

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the U.K.: the MNOPF and the 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 December 31, 2024, all invoices received related to MNOPF and MNRPF have been settled in full.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit

64

of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above. During 2023, the Company recognized payroll related operating expenses of $1.5 million (£1.2 million) for its allocated share of the potential cumulative funding deficit, which the Company anticipated being invoiced for during 2024 and 2025. On April 30, 2024, the Company was informed by the MNRPF that the Company’s allocated share of the potential cumulative funding deficit may be reduced due to changes in valuation assumptions, and on July 5, 2024, the Company was informed by the MNRPF that the Company’s final deficit share amount was $0.4 million (£0.3 million) and the Company recognized a reduction in the payroll related operating expenses of $1.2 million (£0.9 million) to reflect the decreased deficit share amount. All invoices were settled in full in October 2024.

On November 6, 2024, the Company was informed by the MNOPF that no further contributions from participating employers were required based on the results of the 2024 valuation.

Other. 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 such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions

For a discussion of the Company’s transactions with related parties, see “Note 14. Related Party Transactions” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the 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. For a summary of the Company’s accounting policies, see “Note 1. Nature of Operations and Accounting Policies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which should be read in conjunction with this MD&A. Management considers an accounting estimate to be critical if it is important to the Company’s financial condition or results of operations and requires the Company to make subjective or complex judgments or estimates about matters that are uncertain. The Company believes the following critical accounting policies are the ones that require significant judgments and estimates to prepare its consolidated financial statements. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above.

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. 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 December 31, 2024, the estimated useful life of the Company’s new offshore support vessels was 20 years.

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

Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives.

65

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income (loss). The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

In the normal course of business, the Company may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

The Company is subject to federal and state income tax and foreign withholding tax audits from time to time that could result in proposed assessments. Management believes that the Company has appropriately accounted for income and withholding taxes for tax periods that are within the statutory period of limitations not previously audited and that are potentially open for examination by the taxing authorities. The Company cannot predict with certainty how any audits would be resolved and whether the Company will be required to make additional tax payments, which may include penalties and interest. Depending on the jurisdiction, the Company is subject to examination for up to the preceding eight years.

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.

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.

66

FY 2023 10-K MD&A

SEC filing source: 0000950170-24-023158.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2024-02-29. Report date: 2023-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2023, and its financial condition as of December 31, 2023 and 2022. Certain statements in this MD&A constitute forward looking statements. See “Forward Looking Statements” included elsewhere in this Annual Report on Form 10-K.

The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of December 31, 2023, the Company operated a diverse fleet of 58 support vessels, of which 55 were owned or leased-in 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, (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair and (v) handle anchors and mooring equipment for offshore rigs and platforms. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.

Recent Developments

At the Market Program

On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), relating to the potential issuance and sale from time to time by SEACOR Marine of shares of SEACOR Marine’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $25.0 million. During the fourth quarter of 2023, SEACOR Marine sold 7,674 shares of Common Stock at an average price of $13.1891 per share for total gross proceeds to the Company of $101,213 leaving us with approximately $24.9 million of additional capacity under the ATM Program.

Debt Refinancing and Maturity Extension

In September 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a $122.0 million senior secured term loan (the “2023 SMFH Credit Facility”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee. The proceeds of the 2023 SMFH Credit Facility were used to, among other things, refinance approximately $104.8 million of indebtedness under five separate credit and ship financing facilities. As a result, the new maturity of the debt refinanced is September 2028.

In addition, in June 2023 the Company refinanced shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co. incurred in connection with the delivery of three platform supply vessels during 2019 and 2020 with the proceeds of a $28.0 million senior secured term loan facility entered into by SEACOR Alps LLC, SEACOR Andes LLC, and SEACOR Atlas LLC, each a wholly-owned subsidiary of SEACOR Marine, as borrowers. As a result, the new maturity of the debt refinanced is June 2028.

43

Trends Affecting the Offshore Marine Business

Oil and Natural Gas Prices

The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives, in significant oil and natural gas producing regions, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry. Factors that influence the level of offshore exploration and drilling activities include:


expectations as to future oil and natural gas commodity prices;


customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale;


expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy;


customer assessments of cost, geological opportunity and political stability in host countries;


worldwide demand for oil and natural gas;


the ability or willingness of OPEC to set and maintain production levels and pricing;


military conflicts and terrorism in oil producing regions, including the Middle East and Russia;


the level of oil and natural gas production by non-OPEC countries;


transitions to and demand for non-hydrocarbon based energy sources;


the relative exchange rates for the U.S. dollar; and


various U.S. and international government policies regarding exploration and development of oil and natural gas reserves.

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 at points during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty. During 2023, WTI oil prices reached a high of $94 per barrel and a low of $67 per barrel, ending the year in the $72 per barrel range.

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.

Vessel Supply Dynamics and Other Industry Drivers

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 lowering 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.

44

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 farms support as the industry grows. While the Company expects that alternative forms of energy will continue to grow and add to the world’s energy mix, especially as governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas. Some alternative forms of energy such as offshore wind farms support some of the Company’s businesses and the Company expects such support to increase as development 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 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 December 31, 2023, three of the Company’s 55 owned and leased-in vessels were cold-stacked worldwide, including one vessel classified as held for sale.

Inflation

The Company’s operations expose it to the effects of inflation. Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company's operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs.

Certain Components of Revenues and Expenses

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

Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.

Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. 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 all risks of operation. Vessel charters may range from several days to several years.

Direct Operating Expenses. The aggregate cost of operating the Company’s fleet depends primarily on the size and asset mix of the fleet. The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories:


personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);


repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs);


drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);

45


insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);


fuel, lubes and supplies; and


other (brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other).

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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 17. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Leased-in Equipment. In addition to the Company’s owned fleet, it currently operates one leased-in vessel from a lessor under a bareboat charter arrangement that expires in 2024. This vessel was previously owned and subject to a sale and leaseback transaction with the lessor.

Impairments. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS. During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS. During 2021, the Company recorded no impairment charges associated with its fleet. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 9. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. If market conditions continue to decline from the presently depressed utilization and rates per day worked experienced over the last three years, fair values based on future appraisals could decline significantly.

The Company’s other vessel classes and other individual vessels in active service and cold-stacked status, for which no impairment was deemed necessary, have generally experienced a less severe decline in utilization and rates per day worked based on specific market factors. The market factors include vessels with more general utility to a broader range of customers (e.g., FSVs), vessels required for customers to meet regulatory mandates and operating under multiple year contracts or vessels that service customers outside of the offshore oil and natural gas market.

For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2023, the Company has estimated that their future undiscounted cash flows exceed their current carrying values. The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including the timing of an estimated market recovery in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels. If market conditions decline further, or remain stagnant at current levels, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods.

46

Consolidated Results of Operations

For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

202320222021
Time Charter Statistics:
Average Rates Per Day$16,375$12,673$11,712
Fleet Utilization75%75%66%
Fleet Available Days20,51921,29120,850
Operating revenues:
Time charter$251,38589%$203,53493%$159,83594%
Bareboat charter1,4601%1,3741%4,0332%
Other marine services26,66610%12,4176%7,0734%
279,511100%217,325100%170,941100%
Costs and Expenses:
Operating:
Personnel$81,77029%$77,78236%$59,92035%
Repairs and maintenance26,82610%31,49614%24,11714%
Drydocking6,5982%18,1608%6,3474%
Insurance and loss reserves9,9564%9,9625%8,6675%
Fuel, lubes and supplies17,1876%19,2899%12,0337%
Other17,3136%15,2967%16,32210%
159,65057%171,98579%127,40675%
Lease expense2,7481%3,8692%6,0854%
Administrative and general49,18318%40,91119%37,63922%
Depreciation and amortization53,82119%55,95726%57,39534%
265,40295%272,722125%228,525134%
Gains on Asset Dispositions and Impairments, Net21,4098%1,3981%20,43612%
Operating Income (Loss)35,51813%(53,999)(25)%(37,148)(22)%
Other Expense, Net(39,589)(14)%(16,079)(7)%43,77526%
(Loss) Income from Continuing Operations Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies(4,071)(1)%(70,078)(32)%6,6274%
Income Tax Expense8,7993%8,5824%11,4937%
Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies(12,870)(5)%(78,660)(36)%(4,866)(3)%
Equity in Earnings of 50% or Less Owned Companies3,5561%7,0113%15,0789%
(Loss) Income from Continuing Operations(9,314)(3)%(71,649)(33)%10,2126%
Income on Discontinued Operations, Net of Tax%%22,92513%
Net (Loss) Income(9,314)(3)%(71,649)(33)%33,13719%
Net Income attributable to Noncontrolling Interests in Subsidiaries%10%10%
Net (Loss) Income attributable to SEACOR Marine Holdings Inc.$(9,314)(3)%$(71,650)(33)%$33,13619%

47

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

United States (primarily Gulf of Mexico)Africa and EuropeMiddle East and AsiaLatin AmericaTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$20,967$14,612$15,003$18,937$16,375
Fleet Utilization45%87%76%88%75%
Fleet Available Days4,4436,9355,8293,31220,519
Operating Revenues:
Time charter$41,850$87,729$66,407$55,399$251,385
Bareboat charter1,4601,460
Other marine services17,6782,5824,3452,06126,666
59,52890,31170,75258,920279,511
Direct Costs and Expenses:
Operating:
Personnel$26,110$20,434$20,786$14,440$81,770
Repairs and maintenance5,1469,6247,1094,94726,826
Drydocking2,3142,946(99)1,4376,598
Insurance and loss reserves3,7521,7273,6388399,956
Fuel, lubes and supplies3,6976,8303,5523,10817,187
Other1,42710,0723,9611,85317,313
42,44651,63338,94726,624159,650
Direct Vessel Profit$17,082$38,678$31,805$32,296$119,861
Other Costs and Expenses:
Lease expense$536$1,498$360$3542,748
Administrative and general49,183
Depreciation and amortization14,68515,34614,7609,03053,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$209,262$272,272$267,079$170,210$918,823
Accumulated depreciation(99,137)(93,045)(94,708)(37,251)(324,141)
$110,125$179,227$172,371$132,959$594,682
Total Assets (1)$142,264$215,158$199,174$152,427$709,023

(1)
Total Assets exclude $71.3 million of corporate assets.

48

United States (primarily Gulf of Mexico)Africa and EuropeMiddle East and Asia (2)Latin AmericaTotal
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$19,876$11,127$10,003$13,948$12,673
Fleet Utilization49%85%80%91%75%
Fleet Available Days5,2436,3516,5483,14921,291
Operating Revenues:
Time charter$51,272$60,060$52,080$40,122$203,534
Bareboat charter1,3741,374
Other marine services9,528(163)7622,29012,417
60,80059,89752,84243,786217,325
Direct Costs and Expenses:
Operating:
Personnel$25,201$16,436$22,376$13,769$77,782
Repairs and maintenance7,0499,2298,1117,10731,496
Drydocking8,9782,3396,56927418,160
Insurance and loss reserves4,8311,1782,8381,1159,962
Fuel, lubes and supplies3,3458,0225,0892,83319,289
Other1,2357,1754,6332,25315,296
50,63944,37949,61627,351171,985
Direct Vessel Profit$10,161$15,518$3,226$16,435$45,340
Other Costs and Expenses:
Lease expense$998$1,691$156$1,0243,869
Administrative and general40,911
Depreciation and amortization17,44413,70816,3318,47455,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$232,740$285,303$286,745$162,895$967,683
Accumulated depreciation(101,503)(92,030)(89,444)(27,801)(310,778)
$131,237$193,273$197,301$135,094$656,905
Total Assets (1)$174,081$211,371$215,497$150,650$751,599

(1)
Total Assets exclude $64.0 million of corporate assets.

(2)
In 2022, the Company removed from service one specialty vessel in this region. Regional statistics reflect the removed from service status of this vessel.

49

United States (primarily Gulf of Mexico) (2)Africa and Europe, Continuing Operations (3)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$16,866$10,334$9,631$16,035$11,712
Fleet Utilization19%77%77%86%66%
Fleet Available Days4,7355,5497,1683,39720,850
Operating Revenues:
Time charter$15,487$44,268$53,146$46,934$159,835
Bareboat charter1,5492,4844,033
Other marine services3,607(1,338)5264,2787,073
20,64342,93053,67253,696170,941
Direct Costs and Expenses:
Operating:
Personnel$8,836$13,903$22,191$14,990$59,920
Repairs and maintenance3,3946,7726,7017,25024,117
Drydocking2,0821,1592,6394676,347
Insurance and loss reserves2,6321,3532,4812,2018,667
Fuel, lubes and supplies1,2044,1093,4593,26112,033
Other6485,8156,1583,70116,322
18,79633,11143,62931,870127,406
Direct Vessel Profit from Continuing Operations$1,847$9,819$10,043$21,826$43,535
Other Costs and Expenses:
Lease expense$2,621$1,281$472$1,7116,085
Administrative and general37,639
Depreciation and amortization15,71212,85617,98510,84257,395
101,119
Gains on asset dispositions and impairments, net20,436
Operating loss from Continuing Operations$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$240,717$218,544$340,225$208,594$1,008,080
Accumulated depreciation(115,088)(69,310)(85,683)(32,247)(302,328)
$125,629$149,234$254,543$176,347$705,752
Total Assets (1)$148,753$167,185$256,533$250,594$823,065

(1)
Total Assets exclude $89.4 million of corporate assets.

(2)
In 2021, the Company removed from service four liftboats in this region. Regional statistics reflect the removed from service status of these vessels.

(3)
In prior periods, Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting, European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

50

The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2023
Time Charter Statistics:
Average Rates Per Day$9,201$11,273$18,031$37,523$$16,375
Fleet Utilization70%84%77%50%%75%
Fleet Available Days1,4918,3847,3923,25220,519
Operating Revenues:
Time charter$9,610$79,372$101,978$60,425$$251,385
Bareboat charter1,4601,460
Other marine services9361,0763,07817,8013,77526,666
10,54680,448106,51678,2263,775279,511
Direct Costs and Expenses:
Operating:
Personnel$4,027$20,408$35,397$20,432$1,506$81,770
Repairs and maintenance1,4988,47912,4974,383(31)26,826
Drydocking1,3564,0501,325(52)(81)6,598
Insurance and loss reserves3071,3632,2126,027479,956
Fuel, lubes and supplies1,4715,4327,8342,442817,187
Other1,4506,5237,7651,5423317,313
10,10946,25567,03034,7741,482159,650
Other Costs and Expenses:
Lease expense$1,247$$$$1,5012,748
Administrative and general49,183
Depreciation and amortization1,02019,77916,48016,39514753,821
105,752
Gains on asset dispositions and impairments, net21,409
Operating income$35,518
As of December 31, 2023
Property and Equipment:
Historical cost$12,669$341,054$301,523$244,462$19,115$918,823
Accumulated depreciation(5,134)(142,429)(53,162)(104,626)(18,790)(324,141)
$7,535$198,625$248,361$139,836$325$594,682

51

AHTSFSVPSVLiftboatsOther Activity (1)Total
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$8,975$9,425$13,246$27,010$$12,673
Fleet Utilization69%85%76%55%%75%
Fleet Available Days2,0988,5187,3003,2859021,291
Operating Revenues:
Time charter$13,041$68,324$73,687$48,482$$203,534
Bareboat charter1,3741,374
Other marine services(654)(667)1,5618,0094,16812,417
12,38767,65776,62256,4914,168217,325
Direct Costs and Expenses:
Operating:
Personnel$4,428$20,379$33,470$19,489$16$77,782
Repairs and maintenance1,4949,95312,7227,378(51)31,496
Drydocking(3)3,1663,06511,93218,160
Insurance and loss reserves2531,4952,2656,586(637)9,962
Fuel, lubes and supplies1,0176,1008,0154,1391819,289
Other1,3856,1745,6742,0451815,296
8,57447,26765,21151,569(636)171,985
Other Costs and Expenses:
Lease expense$1,649$$777$$1,4433,869
Administrative and general40,911
Depreciation and amortization1,78319,89915,48018,47332255,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$27,838$355,116$297,331$265,387$22,011$967,683
Accumulated depreciation(18,695)(130,869)(36,203)(103,402)(21,609)(310,778)
$9,143$224,247$261,128$161,985$402$656,905

(1)
In 2022, the Company removed from service one specialty vessel in this class. Other activity statistics reflect the removed from service status of this vessel.

52

AHTSFSVPSVLiftboats (1)Other ActivityTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$10,349$8,213$11,792$24,574$1,732$11,712
Fleet Utilization64%70%75%46%48%66%
Fleet Available Days2,1908,7225,3444,22936520,850
Operating Revenues:
Time charter$14,591$50,348$47,253$47,342$301$159,835
Bareboat charter1,5492,4844,033
Other marine services(567)(968)1,0943,6033,9117,073
14,02450,92948,34753,4294,212170,941
Direct Costs and Expenses:
Operating:
Personnel$5,470$19,012$19,081$15,823$534$59,920
Repairs and maintenance2,3649,6177,4434,57312024,117
Drydocking1,1603,8153131,0596,347
Insurance and loss reserves6341,6911,7854,711(154)8,667
Fuel, lubes and supplies1,1924,6254,2561,9303012,033
Other1,6786,9584,7093,147(170)16,322
12,49845,71837,58731,243360127,406
Other Costs and Expenses:
Lease expense$1,469$1,750$$1,586$1,2806,085
Administrative and general37,639
Depreciation and amortization1,97819,88512,21721,1712,14457,395
101,119
Gains on asset dispositions and impairments, net20,436
Operating loss from Continuing Operations$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$50,189$362,952$282,305$290,568$22,066$1,008,080
Accumulated depreciation(33,757)(117,085)(20,656)(109,556)(21,274)(302,328)
$16,432$245,867$261,649$181,012$792$705,752

(1)
In 2021, the Company removed from service four liftboats in this class. Liftboats statistics reflect the removed from service status of these vessels.

53

Operating Income (Loss)

United States, primarily Gulf of Mexico. For the years ended December 31, the Company’s direct vessel profit (loss) in the U.S. was as follows (in thousands, except statistics):

202320222021
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$$31,134
FSV9,65710,73510,243
PSV14,14815,485
Liftboats34,45126,23214,980
Overall20,96719,87616,866
Utilization:
AHTS%%18%
FSV57%49%8%
PSV62%69%%
Liftboats (1)34%53%25%
Overall45%49%19%
Available Days:
AHTS31638730
FSV1,0951,0951,057
PSV9101,095115
Liftboats (1)2,4072,4152,833
Overall4,4435,2434,735
Operating revenues:
Time charter$41,85070%$51,27284%$15,48775%
Bareboat charter%%1,5498%
Other marine services17,67830%9,52816%3,60717%
59,528100%60,800100%20,643100%
Direct operating expenses:
Personnel26,11044%25,20141%8,83643%
Repairs and maintenance5,1469%7,04912%3,39416%
Drydocking2,3144%8,97815%2,08210%
Insurance and loss reserves3,7526%4,8318%2,63213%
Fuel, lubes and supplies3,6976%3,3455%1,2046%
Other1,4272%1,2352%6483%
42,44671%50,63983%18,79691%
Direct Vessel Profit$17,08229%$10,16117%$1,8479%

(1)
In 2021, the Company removed from service four liftboats in this region. Regional statistics reflect the removed from service status of these vessels.

2023 compared with 2022

Operating Revenues. Charter revenues were $9.4 million lower in 2023 compared with 2022. Charter revenues were $6.0 million lower due to the repositioning of vessels between geographic regions and $3.4 million lower due to decreased utilization of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”). Other marine services were $8.2 million higher primarily due to business interruption insurance revenue and higher mobilization revenues. As of December 31, 2023, the Company had two of 11 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with three of 14 vessels as of December 31, 2022.

Direct Operating Expenses. Direct operating expenses were $8.2 million lower in 2023 compared with 2022. Direct operating expenses were $4.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, $2.8 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions.

54

2022 compared with 2021

Operating Revenues. Charter revenues were $34.2 million higher in 2022 compared with 2021. Charter revenues were $19.8 million higher due to the repositioning of vessels between geographic regions, $10.5 million higher due to the acquisition of an additional three PSVs in this region as a result of the OSV Partners Merger (as defined below in “Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax”) and $3.9 million higher due to improved utilization for the Regional Core Fleet. Other marine services were $5.9 million higher primarily due to business interruption insurance revenue and higher management fees and liftboat catering revenues. As of December 31, 2022, the Company had three of 14 owned and leased-in vessels (one AHTS, one FSV, and one liftboat) cold-stacked in this region compared with four of 14 vessels as of December 31, 2021.

Direct Operating Expenses. Direct operating expenses were $31.8 million higher in 2022 compared with 2021. Direct operating expenses were $16.7 million higher due to the repositioning of vessels between geographic regions, $8.4 million higher due to net fleet additions and $6.7 million higher for the Regional Core Fleet as a result of timing of drydocking and vessels changing from bareboat to time charter status. In addition, drydocking and repair expenditures included $0.6 million of costs pending adjustment of insurance claims in 2022.

Africa and Europe, continuing operations. For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics):

202320222021
Time Charter Statistics:
Rates Per Day Worked:
AHTS$10,101$9,994$8,649
FSV12,70110,9679,107
PSV20,12912,45210,508
Liftboat34,856
Overall14,61211,12710,334
Utilization:
AHTS77%100%98%
FSV91%88%75%
PSV84%71%59%
Liftboat%%78%
Overall87%85%77%
Available Days:
AHTS1,0951,0951,095
FSV3,6503,4393,322
PSV2,1901,817883
Liftboat249
Overall6,9356,3515,549
Operating revenues:
Time charter$87,72997%$60,060100%$44,268103%
Other marine services2,5823%(163)(0)%(1,338)(3)%
90,311100%59,897100%42,930100%
Direct operating expenses:
Personnel20,43423%16,43628%13,90332%
Repairs and maintenance9,62410%9,22915%6,77216%
Drydocking2,9463%2,3394%1,1593%
Insurance and loss reserves1,7272%1,1782%1,3533%
Fuel, lubes and supplies6,8308%8,02213%4,10910%
Other10,07211%7,17512%5,81514%
51,63357%44,37974%33,11177%
Direct Vessel Profit$38,67843%$15,51826%$9,81923%

55

2023 compared with 2022

Operating Revenues. Charter revenues were $27.7 million higher in 2023 compared with 2022. Charter revenues were $16.4 million higher due to the repositioning of vessels between geographic regions and $12.1 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.8 million decrease due to net asset dispositions. Other marine services were $2.7 million higher primarily due to an immaterial change in the presentation of commission charges, which were reclassed from other marine services to other direct operating expenses. As of December 31, 2023, the Company has one of 19 owned and leased-in vessels (one AHTS) cold-stacked in this region that is classified as held for sale.

Direct Operating Expenses. Direct operating expenses were $7.3 million higher in 2023 compared with 2022. Direct operating expenses were $6.1 million higher due to the repositioning of vessels between geographic regions, $1.9 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures, and $0.7 million lower due to net asset dispositions.

2022 compared with 2021

Operating Revenues. Charter revenues were $15.8 million higher in 2022 compared with 2021. Charter revenues were $7.7 million higher due to the reactivation of vessels that were previously cold-stacked, $5.6 million higher due to the repositioning of vessels between geographic regions and $3.6 million higher for the Regional Core Fleet as a result of increased day rates and utilization. Charter revenues were $1.1 million lower due to net asset dispositions. Other marine services were $1.2 million higher primarily due to the receipt of cash from the settlement of a mediation in our favor. As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $11.3 million higher in 2022 compared with 2021. Direct operating expenses were $10.2 million higher due to the repositioning of vessels between geographic regions, $1.4 million higher due to the reactivation of vessels that were previously cold-stacked and $0.6 million for the Regional Core Fleet. Direct operating expenses were $0.9 million lower due to net asset dispositions.

56

Middle East and Asia. For the years ended December 31, the Company’s direct vessel profit (loss) in the Middle East and Asia was as follows (in thousands, except statistics):

202320222021
Time Charter Statistics:
Rates Per Day Worked:
AHTS$5,547$5,915$5,732
FSV9,0957,9547,493
PSV11,8269,1197,595
Specialty1,732
Liftboats42,57829,38525,298
Overall15,00310,0039,631
Utilization:
AHTS57%99%56%
FSV84%92%80%
PSV59%66%73%
Specialty%%48%
Liftboats98%63%100%
Overall76%80%77%
Available Days:
AHTS365365365
FSV2,9093,2543,613
PSV1,8252,1092,095
Specialty90365
Liftboats730730730
Overall5,8296,5487,168
Operating revenues:
Time charter$66,40794%$52,08099%$53,14699%
Other marine services4,3456%7621%5261%
70,752100%52,842100%53,672100%
Direct operating expenses:
Personnel20,78629%22,37642%22,19141%
Repairs and maintenance7,10910%8,11115%6,70112%
Drydocking(99)(0)%6,56913%2,6395%
Insurance and loss reserves3,6385%2,8385%2,4815%
Fuel, lubes and supplies3,5525%5,08910%3,4596%
Other3,9616%4,6339%6,15811%
38,94755%49,61694%43,62981%
Direct Vessel Profit$31,80545%$3,2266%$10,04319%

2023 compared with 2022

Operating Revenues. Charter revenues were $14.3 million higher in 2023 compared with 2022. Charter revenues were $19.2 million higher for the Regional Core Fleet primarily as a result of increased liftboat day rates and utilization and $4.9 million lower due to the repositioning of vessels between geographic regions. Other marine services were $3.6 million higher primarily due to business interruption insurance revenue. As of December 31, 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $10.7 million lower in 2023 compared with 2022. Direct operating expenses were $6.2 million lower due to the repositioning of vessels between geographic regions, and $4.5 million lower for the Regional Core Fleet primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods.

2022 compared with 2021

Operating Revenues. Charter revenues were $1.1 million lower in 2022 compared with 2021. Charter revenues were $2.4 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower as a result of reduced day rates and utilization for the Regional Core Fleet. Charter revenues were $3.6 million higher due to the acquisition of an additional two PSVs in this region as a result of the OSV Partners Merger. As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region compared with one of 20 vessels as of December 31, 2021.

57

Direct Operating Expenses. Direct operating expenses were $6.0 million higher in 2022 compared with 2021. Direct operating expenses were $5.2 million higher due to net fleet additions and $2.7 million higher for the Regional Core Fleet primarily due to the timing of dry dockings and certain repair expenditures. Direct operating expenses were $1.9 million lower due to the repositioning of vessels between geographic regions. In addition, drydocking and repair expenditures included $5.6 million of costs pending adjustment of insurance claims in 2022.

Latin America. For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics):

202320222021
Time Charter Statistics:
Rates Per Day Worked:
FSV$13,636$8,098$7,707
PSV20,31415,61515,415
Liftboats24,45025,27738,241
Overall18,93713,94816,035
Utilization:
FSV90%96%91%
PSV89%94%87%
Liftboats75%34%73%
Overall88%91%86%
Available Days:
FSV730730730
PSV2,4672,2792,251
Liftboats115140417
Overall3,3123,1493,397
Operating revenues:
Time charter$55,39994%$40,12292%$46,93487%
Bareboat charter1,4602%1,3743%2,4845%
Other marine services2,0614%2,2905%4,2788%
58,920100%43,786100%53,696100%
Direct operating expenses:
Personnel14,44025%13,76931%14,99028%
Repairs and maintenance4,9478%7,10716%7,25014%
Drydocking1,4372%2741%4671%
Insurance and loss reserves8392%1,1153%2,2014%
Fuel, lubes and supplies3,1085%2,8336%3,2616%
Other1,8533%2,2535%3,7017%
26,62445%27,35162%31,87059%
Direct Vessel Profit$32,29655%$16,43538%$21,82641%

2023 compared with 2022

Operating Revenues. Charter revenues were $15.4 million higher in 2023 compared with 2022. Charter revenues were $11.0 million higher for the Regional Core Fleet primarily as a result of increased day rates and $4.4 million higher due to the repositioning of vessels between geographic regions. As of December 31, 2023, the Company had no vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.7 million lower in 2023 compared with 2022 primarily due to the timing of certain repair expenditures.

2022 compared with 2021

Operating Revenues. Charter revenues were $7.9 million lower in 2022 compared with 2021. Charter revenues were $11.1 million lower due to the repositioning of vessels between geographic regions. Charter revenues were $3.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization. Other marine services were $2.0 million lower due to lower management fees from joint ventures and lower reimbursable meals that were partially offset by higher mobilization revenues of $1.5 million, $1.2 million and $0.7 million, respectively. As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region.

58

Direct Operating Expenses. Direct operating expenses were $4.5 million lower in 2022 compared with 2021. Direct operating expenses were $7.5 million lower due to the repositioning of vessels between geographic regions, and $3.0 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures.

Other Operating Expenses

Lease Expense. Leased-in equipment expenses were $1.1 million lower compared with 2022 primarily due to the impairment of one leased-in vessel in 2022. In addition, our fleet currently includes one leased-in vessel compared to three in 2022. Leased-in equipment expenses were $2.2 million lower for 2022 compared with 2021 primarily due to the impairment of one leased-in vessel during the third quarter of 2022.

Administrative and general. Administrative and general expenses were $8.3 million higher in 2023 compared with 2022 primarily due to increases in wages and benefits expenses of $3.6 million, increases in allowance for credit losses of $3.0 million and increases in professional fees of $1.3 million. Administrative and general expenses were $3.3 million higher in 2022 compared with 2021 primarily due to increases in wages and benefits expenses.

Depreciation and amortization. Depreciation and amortization expenses were $2.1 million lower in 2023 compared with 2022 and $1.4 million lower in 2022 compared with 2021 primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During 2023, the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million. In addition, the Company recognized impairment charges of $0.7 million for one AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner.

During 2022, gain on asset dispositions and impairments was $1.4 million, which included gains from the sale of one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million after transaction costs, and a gain of $3.1 million. In addition, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC (the owner of the PSV SEACOR Marlin) and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million (see “Note 4. Investments, at Equity and Advances to 50% or Less Owned Companies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K). These gains were substantially offset by impairment charges of $2.9 million for one leased-in AHTS, as well as impairment charges for one FSV sold in 2022 and for other equipment classified as assets held for sale, which was subsequently sold in 2023.

During 2021, the Company recorded no impairment charges associated with its fleet. The Company sold one PSV vessel, three FSVs and set off debt payments with hull and machinery insurance proceeds received in respect of the SEACOR Power of $25.0 million, for total payments of $30.1 million in cash, resulting in gains of $20.9 million all of which was recognized currently. The insurance proceeds from the SEACOR Power were primarily used to repay associated debt under the FGUSA Credit Facility as described in “Note 6. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Other Income (Expense), Net

For the years ended December 31, the Company’s other income (expense) was as follows (in thousands):

202320222021
Other Income (Expense):
Interest income$1,444$784$1,302
Interest expense(37,504)(29,706)(28,111)
SEACOR Holdings guarantee fees(7)
(Losses) gains on debt extinguishment(2,004)10,42961,994
Derivative gains, net608391
Foreign currency (losses) gains, net(2,133)1,659(1,235)
Gain from return of investments in 50% or less owned companies and other, net7559,441
$(39,589)$(16,079)$43,775

Interest Income. Interest income increased in 2023 primarily due to interest received for the loan due from MexMar, which has now been fully repaid. Interest income decreased in 2022 primarily due to interest received from the U.S. Internal Revenue Service (“IRS”) due to delays in the payment of the CARES Act tax refunds in 2021. Interest income in 2021 increased primarily due to a tax refund on a portion of interest paid.

59

Interest expense. Interest expense was higher in 2023 compared to 2022 primarily due to a higher interest rate on the 2018 SMFH Credit Facility (which bore interest at a variable rate), a higher interest rate due to the refinancing of the 2018 SMFH Credit Facility with the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%), a higher interest rate due to the exchange of the Old Convertible Notes (which bore interest at a fixed rate of 4.25%) for the Guaranteed Notes and the New Convertible Notes (which bear interest at a fixed rate of 8.0% and 4.25%, respectively), and higher interest rates on other variable rate debt as a result of the interest rate environment.

Interest expense was higher in 2022 compared to 2021 primarily due to the debt assumed as a result of the OSV Partners Merger, a higher interest rate on the 2018 SMFH Credit Facility as a result of the entry into an Amendment No. 4 to 2018 SMFH Credit Facility, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes and higher interest rates on all other variable rate debt as a result of the increasing interest rate environment.

SEACOR Holdings guarantee fees. As of December 31, 2023 and 2022, there were no SEACOR Holdings outstanding guarantee fees as the obligations were terminated in 2021.

(Losses) gains on debt extinguishment. Loss on debt extinguishment was $2.0 million in 2023 due to the exchange of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility. Gain on debt extinguishment was $10.4 million in 2022 due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes. Gain on debt extinguishment was $62.0 million in 2021 due to the repayment of the FGUSA Credit Facility. For further information, see “Note 6. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Derivative gains, net. Net derivative gains increased in 2023 compared to 2022 due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023. Net derivative gains in 2022 decreased compared to 2021 due to the Company not having any open forward currency exchange contracts since the first quarter of 2021.

Foreign currency gains (losses), net. Foreign currency losses in 2023 compared to foreign currency gains in 2022 were primarily due to the strengthening of the pound sterling in relation to the U.S. dollar. Foreign currency gains in 2022 compared to foreign currency losses in 2021 were primarily due to the weakening of the pound sterling and euro in relation to the U.S. dollar.

Gain from return of investments in 50% or less owned companies and other, net. Other gains in 2022 decreased compared to 2021 primarily due to a distribution in 2021 of $12.0 million from MEXMAR Offshore International LLC (“MEXMAR Offshore”), a previous joint venture 49% owned by a previously wholly owned subsidiary of the Company, and 51% owned by a subsidiary of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”), of which $9.4 million was in excess of the Company’s investment in the joint venture. The Company no longer has any equity interest in this joint venture.

Income Tax Expense

For the year ending December 31, 2023, the Company’s effective income tax rate of 216.2% was primarily due to foreign withholding taxes.

For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies.

For the year ending December 31, 2021, the Company’s effective income tax rate of 173.4% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign subsidiaries with current losses for which there is no current or future federal income tax benefit available.

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

For the years ended December 31, the Company’s equity in earnings (losses) from continuing operations of 50% or less owned companies, net of tax, was as follows (in thousands):

202320222021
SEACOR Marine Arabia$3,401$1,671$1,030
MexMar (1)$$2,133$10,491
MEXMAR Offshore (2)2,563
OVH (1)2,571809
OSV Partners (3)(1,343)
Other1556361,528
$3,556$7,011$15,078

60

(1)
On September 29, 2022, the Company sold its ownership in this joint venture to the majority shareholder. See details below.

(2)
On December 9, 2021, the Company sold their ownership in this joint venture to the majority shareholder. See details below.

(3)
On December 31, 2021, the Company purchased the remaining shares in this joint venture that it did not own and consolidated the net assets of OSV Partners. See details below.

2023 compared with 2022

SEACOR Marine Arabia. The increase in equity earnings in 2023 from SEACOR Marine Arabia was due to increased day rates and utilization.

2022 compared with 2021

MexMar, OVH and SEACOR Marlin. On September 29, 2022, each of the transactions contemplated under that certain Framework Agreement, by and among SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”), on the other hand, were consummated (the “Framework Agreement Transactions”). As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC.

OSV Partners. On December 31, 2021, SEACOR Marine, SEACOR Offshore OSV LLC, a wholly owned subsidiary of the Company (“SEACOR Offshore OSV”) and OSV Partners I entered into a certain merger agreement pursuant to which OSV Partners I merged with and into SEACOR Offshore OSV, with SEACOR Offshore OSV surviving the merger (the “OSV Partners Merger”). As a result of the OSV Partners Merger, the five 201 feet, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company and no longer included as equity in earnings.

MEXMAR Offshore. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore.

Liquidity and Capital Resources

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its debt facilities. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s ATM Program, which has approximately $24.9 million of authority remaining for sales. 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 December 31, 2023, the Company had unfunded capital commitments of $15.5 million for miscellaneous vessel equipment, including hybrid battery power systems. Of the unfunded capital commitments, $13.5 million is payable during 2024 and $2.0 million is payable during 2025. In addition to the unfunded capital commitments above, the Company has indefinitely deferred an additional $9.2 million of capital commitments with respect to one FSV.

As of December 31, 2023, the Company had outstanding debt of $315.9 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of December 31, 2023 are as follows (in thousands):

Actual
2024$28,365
202528,605
2026152,405
202727,165
2028110,257
Years subsequent to 20286,227
$353,024

As of December 31, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $84.1 million. As of December 31, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $43.0 million.

61

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

202320222021
Cash flows provided by or (used in):
Operating Activities$8,947$(14,616)$9,255
Investing Activities49,12657,80071,800
Financing Activities(16,990)(41,355)(79,180)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents3(4)(22)
Net Change in Cash, Restricted Cash and Cash Equivalents from Discontinued Operations(171)
Net Change in Cash, Restricted Cash and Cash Equivalents$41,086$1,825$1,682

Operating Activities

Cash flows provided by operating activities increased by $23.6 million in 2023 compared with 2022 primarily due to increases in day rates, which was partially offset by working capital timing. For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands):

202320222021
DVP:
United States, primarily Gulf of Mexico$17,082$10,161$1,847
Africa and Europe, Continuing Operations38,67815,5189,819
Middle East and Asia31,8053,22610,043
Latin America32,29616,43521,826
Operating, leased-in equipment(2,362)(2,384)(7,456)
Administrative and general (excluding provisions for bad debts and amortization of share awards)(39,664)(35,825)(31,329)
SEACOR Holdings management and guarantee fees(7)
Other, net (excluding non-cash losses)755168
Dividends received from 50% or less owned companies2,2413,0575,332
80,07610,94310,243
Changes in operating assets and liabilities before interest and income taxes(38,743)(1,235)(9,092)
Cash settlements on derivative transactions, net577(749)(2,150)
Interest paid, excluding capitalized interest (1)(31,446)(25,244)(23,807)
Interest received1,4447841,302
Income taxes (paid) refunded, net(2,961)88532,759
Total cash flows provided by (used in) operating activities$8,947$(14,616)$9,255

(1)
During 2023 and 2022, the Company had no capitalized interest. During 2021, capitalized interest included in purchases of property and equipment from continuing operations was $0.3 million.

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 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following:


capital expenditures were $10.6 million;


the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million;


the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022. The facility has now been paid in full.

62

During 2022, net cash provided by investing activities was $57.8 million primarily as a result of the following:


capital expenditures were $0.5 million;


the Company sold one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million;


the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables;


the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and


the Company deployed $28.8 million to acquire the loans under the MexMar Third A&R Facility Agreement and received $13.8 million of principal payments under such loan.

During 2021, net cash provided by investing activities was $71.8 million primarily as a result of the following:


capital expenditures were $7.0 million. Equipment deliveries during the period included one PSVs through construction;


the Company sold three FSVs, one PSV and set off debt payments with hull and machinery insurance proceeds from the SEACOR Power of $25.0 million, for a total of $30.1 million;


the Company completed the sale of Windcat Workboats for net proceeds of $38.7 million ($42.2 million cash, less $3.5 million cash held at Windcat Workboats that was included in the assets purchased by the buyer);


the Company made investments in, and advances to, its 50% or less owned companies of $3.0 million;


the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million;


the Company received $3.3 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables; and


the Company received $0.2 million as part of an asset acquisition of a 50% or less owned company.

Financing Activities

During 2023, net cash used by financing activities was $17.0 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $29.2 million;


the Company made payments for debt extinguishment of $131.6 million;


the Company made payments for debt extinguishment costs of $1.8 million;


the Company received proceeds from the issuance of long-term debt of $148.5 million;


the Company made payments on finance leases of $0.5 million;


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million; and


the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the ATM Program.

During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $38.2 million;


the Company made payments for debt extinguishment costs of $2.3 million;


the Company received $0.2 million proceeds from the exercise of stock options;

63


the Company made payments on finance leases of $0.4 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.

During 2021, net cash used by financing activities was $78.9 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $78.1 million; and


the Company made payments on debt extinguishment costs of $0.8 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.3 million.

Short and Long-Term Liquidity Requirements and Outlook

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

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2024 to be as follows:


Debt service — We expect to make principal and interest payments of approximately $59.9 million during fiscal year 2024 under our currently outstanding debt facilities based on interest rates at year end.


Capital expenditures — At this time, we expect capital expenditures of approximately $15.5 million for the installation of hybrid battery power systems and other capital expenditures.


Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.6 million during fiscal year 2024.


Lease payments — We expect to make lease payments of approximately $1.9 million for our operating and finance leases during fiscal year 2024 under our effective leases as of December 31, 2023.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 6. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Contingencies

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the U.K.: the MNOPF and the 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 December 31, 2023, all invoices received related to MNOPF and MNRPF have been settled in full.

64

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above. During 2023, the Company recognized payroll related operating expenses of $1.5 million (£1.2 million) for its allocated share of the potential cumulative funding deficit, which the Company will be invoiced for during 2024 and 2025.

Other. 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 such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions

For a discussion of the Company’s transactions with related parties, see “Note 15. Related Party Transactions” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the 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. For a summary of the Company’s accounting policies, see “Note 1. “Nature of Operations and Accounting Policies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which should be read in conjunction with this MD&A. Management considers an accounting estimate to be critical if it is important to the Company’s financial condition or results of operations and requires the Company to make subjective or complex judgments or estimates about matters that are uncertain. The Company believes the following critical accounting policies are the ones that require significant judgments and estimates to prepare its consolidated financial statements. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above.

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. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.

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 remaining useful life, typically the next survey or certification date. As of December 31, 2023, 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.

65

Business Combinations. For acquisitions constituting a business acquisition, the Company recognizes 100% of the fair value of assets acquired, liabilities assumed, and noncontrolling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income (loss) from the date of acquisition. If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition. The assets are measured based on their cost to the Company, including transaction costs. The acquisition cost is then allocated to the assets acquired based on their relative fair values.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income (loss). The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

In the normal course of business, the Company may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

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.

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.

66

FY 2022 10-K MD&A

SEC filing source: 0000950170-23-006257.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2023-03-06. Report date: 2022-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2022, and its financial condition as of December 31, 2022 and 2021. Certain statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward looking statements. See “Forward Looking Statements” included elsewhere in this Annual Report on Form 10-K.

The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of December 31, 2022, the Company operated a diverse fleet of 60 support vessels, of which 58 were owned or leased-in and two 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, (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair and (v) handle anchors and mooring equipment for offshore rigs and platforms. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.

Recent Developments

SEACOR Marine Foreign Holdings Credit Facility. On March 2, 2023, the Company and SMFH entered into Amendment No. 7 (“SMFH Amendment No. 7”) to that certain Second Amended and Restated Guaranty, dated as of September 29, 2022, issued by the Company in favor of DNB Bank ASA, New York Branch, as security trustee (the “Second A&R SMFH Credit Facility Guaranty”) in connection with that certain senior secured loan facility with a syndicate of lenders administered by DNB Bank ASA, New York Branch, dated as of September 26, 2018 and as amended from time to time (the “SMFH Credit Facility”). SMFH Amendment No. 7 extends the date through which the Company is required to maintain an interest coverage ratio of 1.50:1.00 (as calculated in accordance with the Second A&R SMFH Credit Facility Guaranty) from December 31, 2022 to June 30, 2023. For the last day of fiscal quarters thereafter, the interest coverage ratio is required to be at least 2.00:1.00.

SEACOR Offshore OSV. On December 22, 2022, SEACOR Offshore OSV LLC (“SEACOR Offshore OSV”), a wholly owned subsidiary of SEACOR Marine, and certain vessel-owning subsidiaries of SEACOR Offshore OSV, entered into Amendment No. 8 (“Amendment No. 8”) to that certain second amended and restated credit facility agreement with DNB Capital LLC and Comerica Bank, as lenders, and administered by DNB Bank ASA, New York Branch, dated as of December 31, 2021 (as amended from time to time, the “SEACOR OSV Credit Facility”), and in connection with which SEACOR Marine previously entered into a Guaranty, dated as of December 31, 2021, in favor of DNB Bank ASA, New York Branch, as security trustee.

Amendment No. 8 provides for, among other things, the division of the loans under the SEACOR OSV Credit Facility into two tranches of debt, Class A Debt (as defined in the SEACOR OSV Credit Facility) deemed loaned under the SEACOR OSV Credit Facility by DNB Capital LLC in an amount of approximately $10.9 million as of the date of the amendment, and Class B Debt (as defined in the SEACOR OSV Credit Facility) deemed loaned under the SEACOR OSV Credit Facility by Comerica Bank in an amount of approximately $5.6 million as of the date of the amendment. In addition, pursuant to Amendment No. 8, (a) the Final Payment Date (as defined in the SEACOR OSV Credit Facility) of the Class A Debt was extended from December 31, 2023 to March 31, 2026, (b) the Margin (as defined in the SEACOR OSV Credit Facility) of the Class A Debt was increased from 4.68% per annum to 4.75% per annum, and (c) the amortization profile of the Credit Facility was amended such that the borrowers thereunder are required to pay $500,000 per quarter up to and including the quarter ending on December 31, 2023 (at which point all amounts outstanding under the Class B Debt shall become due and payable), and $330,450 per quarter thereafter up to and including March 31, 2026. The Class B Debt maintains substantially the same terms and conditions under the SEACOR OSV Credit Facility as it had prior to Amendment No. 8.

Re-Alignment of Capital Structure

At the end of the third quarter and beginning of the fourth quarter of 2022, the Company entered into a series of transactions described in more detail below that resulted in the Company (i) extending $177.4 million that was due in 2023 until 2026, (ii) receiving

40

$66.0 million in proceeds from the sale of its interest in certain joint ventures and (iii) deploying $20.0 million of the sale proceeds as a loan to its former joint venture to be repaid by September 2023.

Exchange Transactions. On October 5, 2022, SEACOR Marine and certain funds affiliated with The Carlyle Group Inc. (the “Carlyle Investors”) entered into two agreements pursuant to which SEACOR Marine issued the Carlyle Investors (i) $90.0 million in aggregate principal amount of the Company’s 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”) and (ii) $35.0 million aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”) in exchange for $125.0 million in aggregate principal amount of SEACOR Marine’s convertible senior notes due 2023 (“Old Convertible Notes”), comprising all Old Convertible Notes outstanding (the “Exchange Transactions”). The Exchange Transactions extended the maturity of $125.0 million of SEACOR Marine’s indebtedness by over 2.5 years from December 2023 to July 2026. For additional information and a summary of the terms of the Guaranteed Notes and New Convertible Notes, see “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Framework Agreement Transactions. On September 29, 2022, SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and OVH, on the other hand, entered into a Framework Agreement (the “Framework Agreement”). OTM and CME Ireland are affiliates of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”). Alfredo Miguel Bejos is the President and Chief Executive Officer of CME and also serves as a member of the board of directors of SEACOR Marine.

Prior to the closing of the Framework Agreement Transactions (defined below), the Company owned 49% of each of MexMar and OVH through SEACOR Marine International LLC, a wholly-owned subsidiary of SEACOR Marine (“SEACOR Marine International”), and the remaining 51% ownership interests were held by OTM. The Company also owned a minority interest in SEACOR Marlin LLC (“SEACOR Marlin LLC”), the owner of the PSV SEACOR Marlin, and the remaining ownership interests of SEACOR Marlin LLC were held by MexMar.

The Framework Agreement provided for, among other things, (i) the sale by SEACOR Marine LLC, a wholly-owned subsidiary of SEACOR Marine (“SMLLC”), of all of the outstanding equity interests of SEACOR Marine International to OTM for a purchase price of $66.0 million in cash paid at closing, (ii) the sale of the AHTS SEACOR Davis to CME Ireland in exchange for the remaining equity interests in SEACOR Marlin LLC, such that SEACOR Marlin LLC became a wholly-owned subsidiary of SEACOR Marine and the sole owner of the PSV SEACOR Marlin, (iii) the transfer of a hybrid battery system from OVH to SEACOR Marine Capital as repayment in full of a certain vessel loan agreement provided by the Company to its former joint venture, and (iv) entry into a bareboat charter agreement between SEACOR Marlin LLC and MexMar with respect to the PSV SEACOR Marlin (collectively, the “Framework Agreement Transactions”).

Note Receivable. In connection with the closing of the Framework Agreement Transactions, on September 29, 2022, SEACOR Marine Capital Inc., a wholly-owned subsidiary of SEACOR Marine (“SEACOR Marine Capital”) purchased all of the outstanding loans under the Second Amended and Restated Term Loan Credit Facility Agreement, made as of July 8, 2022, by and among MexMar, as the borrower, DNB Capital LLC and The Governor and Company of the Bank of Ireland, each as lenders, and DNB Bank ASA, New York Branch, as facility agent (as amended from time to time, the “MexMar Original Facility Agreement”) for an aggregate amount of $28.8 million, representing the par value of the loan. The purchase was funded using proceeds received from the Framework Agreement Transactions. On the same date, the MexMar Original Facility Agreement was amended and restated in the Third Amended and Restated Facility Agreement (“MexMar Third A&R Facility Agreement”) pursuant to which, among other things, SEACOR Marine Capital became the lender, MexMar paid down approximately $8.8 million of the loan and agreed to repay the $20.0 million of the loan that remains outstanding by September 30, 2023, through four equal quarterly installments of $5.0 million. As of December 31, 2022, the loan balance due from MexMar was $15.0 million. For additional information and a summary of the terms of the MexMar Third A&R Facility Agreement, see “Note 4. Note Receivable” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

SEACOR Marine Foreign Holdings Credit Facility. On September 29, 2022, SEACOR Marine, SMFH, and certain vessel-owning subsidiaries of SEACOR Marine, entered into Amendment No. 5 (“SMFH Amendment No. 5”) to the SMFH Credit Facility, and in connection therewith SEACOR Marine entered into the Second A&R SMFH Credit Facility Guaranty.

SMFH Amendment No. 5 and the Second A&R SMFH Credit Facility Guaranty provided for, among other things, (i) a $5.3 million prepayment of the SMFH Credit Facility thereby reducing the amount outstanding thereunder to approximately $74.7 million, (ii) the establishment of Tranche A and Tranche B loans under the SMFH Credit Facility (each as defined in the SMFH Credit Facility) and (iii) the change in the reference rate for Tranche B from LIBOR to SOFR. Tranche A is comprised of approximately $19.8 million of the principal amount of the loan and will maintain the same Margin (as defined in the SMFH Credit Facility) over LIBOR of 4.75% per annum through December 31, 2022, thereafter reverting to 3.75% per annum and the same maturity date of September 30, 2023. Tranche B is comprised of approximately $54.9 million of the principal amount of the loan, permanently maintains the Margin over SOFR (previously LIBOR) at 4.75% per annum and extends the maturity date from September 30, 2023 to March 31, 2026.

41

Trends Affecting the Offshore Marine Business

Oil and Natural Gas Prices

The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry. Factors that influence the level of offshore exploration and drilling activities include:


expectations as to future oil and natural gas commodity prices;


customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale;


expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy;


customer assessments of cost, geological opportunity and political stability in host countries;


worldwide demand for oil and natural gas;


the ability or willingness of OPEC to set and maintain production levels and pricing;


regional conflicts in oil producing regions;


the level of oil and natural gas production by non-OPEC countries;


transitions to and demand for non-hydrocarbon based energy sources;


the relative exchange rates for the U.S. dollar; and


various U.S. and international government policies regarding exploration and development of oil and natural gas reserves.

Offshore oil and natural gas market conditions are highly volatile. Prices deteriorated beginning in the second half of 2014 and continued to deteriorate when oil prices hit a thirteen-year low of less than $27 per barrel (on the New York Mercantile Exchange) in February 2016. 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 have steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel at points during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but have recently decreased to the $80 per barrel range.

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.

Vessel Supply Dynamics and Other Industry Drivers

Low oil prices and the subsequent decline in offshore exploration have forced many operators in the industry to restructure or liquidate assets. The Company continues to closely monitor the delivery of newly built offshore support vessels to the industry-wide fleet, which in the recent past contributed to an oversaturated market, thereby further lowering the demand for the Company’s existing offshore support vessel fleet. A combination of (i) low customer exploration and drilling activity levels, and (ii) 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.

42

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 during the recent industry downturn leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farms support as the industry grows. While the Company expects that alternative forms of energy will continue to grow and add to the world’s energy mix, especially as governments, supranational groups 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 businesses and the Company expects such support to increase as development 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 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 December 31, 2022, three of the Company’s 58 owned and leased-in vessels were cold-stacked worldwide.

Certain Components of Revenues and Expenses

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

Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.

Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. 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 all risks of operation. Vessel charters may range from several days to several years.

Direct Operating Expenses. The aggregate cost of operating the Company’s fleet depends primarily on the size and asset mix of the fleet. The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories:


personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);


repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs);


drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);


insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);


fuel, lubes and supplies; and


other (communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other).

43

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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).

Leased-in Equipment. In addition to the Company’s owned fleet, it operates leased-in vessels from lessors under bareboat charter arrangements that currently expire in 2023, 2024 and 2027. Certain of these vessels were previously owned and subject of sale and leaseback transactions with their lessors.

Impairments. As a result of the difficult conditions experienced in the offshore oil and natural gas markets beginning in the second half of 2014 and the corresponding reductions in utilization and rates per day worked of its fleet, the Company identified indicators of impairment and has over the past few years recognized impairment charges primarily associated with its AHTS fleet, its liftboat fleet, certain specialty vessels and vessels removed from service. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS. During 2021, the Company recorded no impairment charges associated with its fleet. During 2020, the Company recorded impairment charges of $13.5 million associated with its liftboat fleet (five owned and two leased-in vessels), and one specialty vessel and recognized net losses of $5.3 million as a result of asset disposals ($4.8 million loss due to the disposal of one vessel under construction, and $0.5 million loss due to the redelivery of one leased-in AHTS and one leased-in liftboat). Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 12. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. If market conditions continue to decline from the presently depressed utilization and rates per day worked experienced over the last three years, fair values based on future appraisals could decline significantly.

The Company’s other vessel classes and other individual vessels in active service and cold-stacked status, for which no impairment was deemed necessary, have generally experienced a less severe decline in utilization and rates per day worked based on specific market factors. The market factors include vessels with more general utility to a broader range of customers (e.g., FSVs), vessels required for customers to meet regulatory mandates and operating under multiple year contracts or vessels that service customers outside of the offshore oil and natural gas market.

For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2022, the Company has estimated that their future undiscounted cash flows exceed their current carrying values by more than 40%. The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including the timing of an estimated market recovery in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels. If market conditions decline further, or remain stagnant at current levels, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods.

44

Consolidated Results of Operations

For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

202220212020
Time Charter Statistics:
Average Rates Per Day$12,673$11,712$10,905
Fleet Utilization75%66%55%
Fleet Available Days21,29120,85022,250
Operating revenues:
Time charter$203,53493%$159,83594%$133,45494%
Bareboat charter1,3741%4,0332%2,8552%
Other marine services12,4176%7,0734%5,5284%
217,325100%170,941100%141,837100%
Costs and Expenses:
Operating:
Personnel$77,78236%$59,92035%$48,34834%
Repairs and maintenance31,49614%24,11714%14,66110%
Drydocking18,1608%6,3474%4,2693%
Insurance and loss reserves9,9625%8,6675%5,7634%
Fuel, lubes and supplies19,2899%12,0337%8,1286%
Other15,2967%16,32210%9,9767%
171,98579%127,40675%91,14564%
Lease expense3,8692%6,0854%7,5255%
Administrative and general40,91119%37,63922%40,05128%
Depreciation and amortization55,95726%57,39534%57,16740%
272,722125%228,525134%195,888138%
Gains (Losses) on Asset Dispositions and Impairments, Net1,3981%20,43612%(17,588)(12)%
Operating Loss(53,999)(25)%(37,148)(22)%(71,639)(51)%
Other Expense, Net(16,079)(7)%43,77526%(26,468)(19)%
(Loss) Income from Continuing Operations Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies(70,078)(32)%6,6274%(98,107)(69)%
Income Tax Expense (Benefit)8,5824%11,4937%(22,924)(16)%
Loss from Continuing Operations Before Equity in Earnings (Losses) of 50% or Less Owned Companies(78,660)(36)%(4,866)(3)%(75,183)(53)%
Equity in Earnings (Losses) of 50% or Less Owned Companies7,0113%15,0789%(8,163)(6)%
(Loss) Income from Continuing Operations(71,649)(33)%10,2126%(83,346)(59)%
Income on Discontinued Operations, Net of Tax22,92513%3640%
Net (Loss) Income(71,649)(33)%33,13719%(82,982)(59)%
Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries10%10%(4,067)(3)%
Net (Loss) Income attributable to SEACOR Marine Holdings Inc.$(71,650)(33)%$33,13619%$(78,915)(56)%

45

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

United States (primarily Gulf of Mexico)Africa and EuropeMiddle East and Asia (2)Latin AmericaTotal
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$19,876$11,127$10,003$13,948$12,673
Fleet Utilization49%85%80%91%75%
Fleet Available Days5,2436,3516,5483,14921,291
Operating Revenues:
Time charter$51,272$60,060$52,080$40,122$203,534
Bareboat charter1,3741,374
Other marine services9,528(163)7622,29012,417
60,80059,89752,84243,786217,325
Direct Costs and Expenses:
Operating:
Personnel$25,201$16,436$22,376$13,769$77,782
Repairs and maintenance7,0499,2298,1117,10731,496
Drydocking8,9782,3396,56927418,160
Insurance and loss reserves4,8311,1782,8381,1159,962
Fuel, lubes and supplies3,3458,0225,0892,83319,289
Other1,2357,1754,6332,25315,296
50,63944,37949,61627,351171,985
Direct Vessel Profit$10,161$15,518$3,226$16,435$45,340
Other Costs and Expenses:
Lease expense$998$1,691$156$1,0243,869
Administrative and general40,911
Depreciation and amortization17,44413,70816,3318,47455,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$232,740$285,303$286,745$162,895$967,683
Accumulated depreciation(101,503)(92,030)(89,444)(27,801)(310,778)
$131,237$193,273$197,301$135,094$656,905
Total Assets (1)$174,081$211,371$215,497$150,650$751,599

(1)
Total assets exclude $64.0 million of corporate assets.

(2)
In 2022, the Company removed from service one specialty vessel in this region. Regional statistics reflect the removed from service status of this vessel.

46

United States (primarily Gulf of Mexico) (2)Africa and Europe, Continuing Operations (3)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$16,866$10,334$9,631$16,035$11,712
Fleet Utilization19%77%77%86%66%
Fleet Available Days4,7355,5497,1683,39720,850
Operating Revenues:
Time charter$15,487$44,268$53,146$46,934$159,835
Bareboat charter1,5492,4844,033
Other3,607(1,338)5264,2787,073
20,64342,93053,67253,696170,941
Direct Costs and Expenses:
Operating:
Personnel$8,836$13,903$22,191$14,990$59,920
Repairs and maintenance3,3946,7726,7017,25024,117
Drydocking2,0821,1592,6394676,347
Insurance and loss reserves2,6321,3532,4812,2018,667
Fuel, lubes and supplies1,2044,1093,4593,26112,033
Other6485,8156,1583,70116,322
18,79633,11143,62931,870127,406
Direct Vessel Profit from Continuing Operations$1,847$9,819$10,043$21,826$43,535
Other Costs and Expenses:
Operating:
Lease expense$2,621$1,281$472$1,7116,085
Administrative and general37,639
Depreciation and amortization15,71212,85617,98510,84257,395
101,119
Gains on asset dispositions and impairments, net20,436
Operating loss from Continuing Operations$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$240,717$218,544$340,225$208,594$1,008,080
Accumulated depreciation(115,088)(69,310)(85,683)(32,247)(302,328)
$125,629$149,234$254,543$176,347$705,752
Total Assets (1)$148,753$167,185$256,533$250,594$823,065

(1)
Total assets exclude $89.4 million of corporate assets.

(2)
In 2021, the Company removed from service four liftboats in this region. Regional statistics reflect the removed from service status of these vessels.

(3)
In prior periods, Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting, European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

47

United States (primarily Gulf of Mexico)Africa and Europe, Continuing Operations (2)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2020
Time Charter Statistics:
Average Rates Per Day$19,092$10,856$9,749$11,989$10,905
Fleet Utilization7%76%77%92%55%
Fleet Available Days7,3745,7776,9322,16722,250
Operating Revenues:
Time charter$9,873$47,723$52,052$23,806$133,454
Bareboat charter2,910(55)-2,855
Other2,422(135)2,1571,0845,528
15,20547,53354,20924,890141,837
Direct Costs and Expenses:
Operating:
Personnel$10,065$13,397$18,188$6,698$48,348
Repairs and maintenance1,6555,6435,2322,13114,661
Drydocking1,1672,0147593294,269
Insurance and loss reserves1,7741,8061,7214625,763
Fuel, lubes and supplies1,1723,2602,7069908,128
Other3731,3436,8911,3699,976
16,20627,46335,49711,97991,145
Direct Vessel (Loss) Profit from Continuing Operations$(1,001)$20,070$18,712$12,911$50,692
Other Costs and Expenses:
Lease expense$4,272$3,038$170$457,525
Administrative and general40,051
Depreciation and amortization21,42713,66416,5955,48157,167
104,743
Losses on asset dispositions and impairments, net(17,588)
Operating loss from Continuing Operations$(71,639)
As of December 31, 2020
Property and Equipment:
Historical cost$257,592$262,998$361,514$130,769$1,012,873
Accumulated depreciation(134,391)(68,486)(75,349)(13,312)(291,538)
$123,201$194,512$286,165$117,457$721,335
Total Assets (1)$164,656$227,894$289,314$179,942$861,806

(1)
Total assets exclude $105.6 million of corporate assets, and $50.2 million of assets of discontinued operations.

(2)
In prior periods, Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting, European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

48

The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTSFSVPSVLiftboats (1)Other Activity (1)Total
For the year ended December 31, 2022
Time Charter Statistics:
Average Rates Per Day$8,975$9,425$13,246$27,010$$12,673
Fleet Utilization69%85%76%55%%75%
Fleet Available Days2,0988,5187,3003,2859021,291
Operating Revenues:
Time charter$13,041$68,324$73,687$48,482$$203,534
Bareboat charter1,3741,374
Other marine services(654)(667)1,5618,0094,16812,417
12,38767,65776,62256,4914,168217,325
Direct Costs and Expenses:
Operating:
Personnel$4,428$20,379$33,470$19,489$16$77,782
Repairs and maintenance1,4949,95312,7227,378(51)31,496
Drydocking(3)3,1663,06511,93218,160
Insurance and loss reserves2531,4952,2656,586(637)9,962
Fuel, lubes and supplies1,0176,1008,0154,1391819,289
Other1,3856,1745,6742,0451815,296
8,57447,26765,21151,569(636)171,985
Other Costs and Expenses:
Lease expense$1,649$$777$$1,4433,869
Administrative and general40,911
Depreciation and amortization1,78319,89915,48018,47332255,957
100,737
Gains on asset dispositions and impairments, net1,398
Operating loss$(53,999)
As of December 31, 2022
Property and Equipment:
Historical cost$27,838$355,116$297,331$265,387$22,011$967,683
Accumulated depreciation(18,695)(130,869)(36,203)(103,402)(21,609)(310,778)
$9,143$224,247$261,128$161,985$402$656,905

(1)
In 2022, the Company removed from service one specialty vessel in this class. Other activity statistics reflect the removed from service status of this vessel.

49

AHTSFSVPSVLiftboats (1)Other ActivityTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$10,349$8,213$11,792$24,574$1,732$11,712
Fleet Utilization64%70%75%46%48%66%
Fleet Available Days2,1908,7225,3444,22936520,850
Operating Revenues:
Time charter$14,591$50,348$47,253$47,342$301$159,835
Bareboat charter1,5492,4844,033
Other marine services(567)(968)1,0943,6033,9117,073
14,02450,92948,34753,4294,212170,941
Direct Costs and Expenses:
Operating:
Personnel$5,470$19,012$19,081$15,823$534$59,920
Repairs and maintenance2,3649,6177,4434,57312024,117
Drydocking1,1603,8153131,0596,347
Insurance and loss reserves6341,6911,7854,711(154)8,667
Fuel, lubes and supplies1,1924,6254,2561,9303012,033
Other1,6786,9584,7093,147(170)16,322
12,49845,71837,58731,243360127,406
Other Costs and Expenses:
Lease expense$1,469$1,750$$1,586$1,2806,085
Administrative and general37,639
Depreciation and amortization1,97819,88512,21721,1712,14457,395
101,119
Gains on asset dispositions and impairments, net20,436
Operating loss from Continuing Operations$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$50,189$362,952$282,305$290,568$22,066$1,008,080
Accumulated depreciation(33,757)(117,085)(20,656)(109,556)(21,274)(302,328)
$16,432$245,867$261,649$181,012$792$705,752

(1)
In 2021, the Company removed from service four liftboats in this class. Liftboats statistics reflect the removed from service status of these vessels.

50

AHTSFSVPSVLiftboatsOther ActivityTotal
For the year ended December 31, 2020
Time Charter Statistics:
Average Rates Per Day$7,910$8,408$10,335$26,180$2,014$10,905
Fleet Utilization45%68%72%28%56%55%
Fleet Available Days2,6619,5473,5765,81665022,250
Operating Revenues:
Time charter$9,438$54,725$26,488$42,065$738$133,454
Bareboat charter2,910(55)2,855
Other marine services708(1,266)4521,2674,3675,528
10,14656,36926,88543,3325,105141,837
Direct Costs and Expenses:
Operating:
Personnel$3,844$17,414$9,982$15,347$1,761$48,348
Repairs and maintenance2,0617,4462,4262,20552314,661
Drydocking8481,8091951,4174,269
Insurance and loss reserves5421,4606413,317(197)5,763
Fuel, lubes and supplies7903,8961,5611,5523298,128
Other1,5055,7772,8702,546(2,722)9,976
9,59037,80217,67526,384(306)91,145
Other Costs and Expenses:
Lease expense$3,366$1,407$$1,591$1,1617,525
Administrative and general40,051
Depreciation and amortization2,05020,7417,52024,1982,65857,167
104,743
Losses on asset dispositions and impairments, net(17,588)
Operating loss from Continuing Operations$(71,639)
As of December 31, 2019
Property and Equipment:
Historical cost$50,189$375,746$238,624$321,751$26,563$1,012,873
Accumulated depreciation(31,778)(104,739)(15,991)(117,364)(21,666)(291,538)
$18,411$271,007$222,633$204,387$4,897$721,335

51

Operating Income (Loss)

United States, primarily Gulf of Mexico. For the years ended December 31, the Company’s direct vessel profit (loss) in the U.S. was as follows (in thousands, except statistics):

202220212020
Time Charter Statistics:
Rates Per Day Worked:
AHTS$$31,134$
FSV10,73510,2437,375
PSV15,4857,380
Liftboats26,23214,98022,844
Overall19,87616,86619,092
Utilization:
AHTS%18%%
FSV49%8%8%
PSV69%%10%
Liftboats (1)53%25%9%
Overall49%19%7%
Available Days:
AHTS6387301,095
FSV1,0951,0571,486
PSV1,09511544
Specialty224
Liftboats (1)2,4152,8334,526
Overall5,2434,7357,374
Operating revenues:
Time charter$51,27284%$15,48775%$9,87365%
Bareboat charter%1,5498%2,91019%
Other marine services9,52816%3,60717%2,42216%
60,800100%20,643100%15,205100%
Direct operating expenses:
Personnel25,20141%8,83643%10,06566%
Repairs and maintenance7,04912%3,39416%1,65511%
Drydocking8,97815%2,08210%1,1678%
Insurance and loss reserves4,8318%2,63213%1,77412%
Fuel, lubes and supplies3,3455%1,2046%1,1728%
Other1,2352%6483%3732%
50,63983%18,79691%16,206107%
Direct Vessel Profit (Loss)$10,16117%$1,8479%$(1,001)(7)%

(1)
In 2021, the Company removed from service four liftboats in this region. Regional statistics reflect the removed from service status of these vessels.

2022 compared with 2021

Operating Revenues. Charter revenues were $34.2 million higher in 2022 compared with 2021. Charter revenues were $19.8 million higher due to the repositioning of vessels between geographic regions, $10.5 million higher due to the acquisition of an additional three PSVs in this region as a result of the OSV Partners Merger (as defined below in “Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax”) and $3.9 million higher due to improved utilization of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”). Other marine services were $5.9 million higher primarily due to business interruption insurance revenue and higher management fees and liftboat catering revenues. As of December 31, 2022, the Company had three of 14 owned and leased-in vessels (one AHTS, one FSV, and one liftboat) cold-stacked in this region compared with four of 14 vessels as of December 31, 2021.

Direct Operating Expenses. Direct operating expenses were $31.8 million higher in 2022 compared with 2021. Direct operating expenses were $16.7 million higher due to the repositioning of vessels between geographic regions, $8.4 million higher due to net fleet additions and $6.7 million higher for the Regional Core Fleet as a result of timing of drydocking and vessels changing from bareboat to time charter status. In addition, drydocking and repair expenditures included $0.6 million of costs pending adjustment of insurance claims in 2022.

52

2021 compared with 2020

Operating Revenues. Charter revenues were $4.3 million higher in 2021 compared with 2020. Charter revenues were $7.9 million higher due to improved utilization of the Regional Core Fleet. Charter revenues were $3.1 million lower due to the repositioning of vessels between geographic regions and $0.5 million lower due to net fleet dispositions. Other marine services were $1.2 million higher primarily due to higher management fees and liftboat catering revenues. As of December 31, 2021, the Company had four of 14 owned and leased-in vessels (one AHTS, one FSV, and two liftboats) cold-stacked in this region compared with 15 of 20 vessels as of December 31, 2020. In addition, the Company had four liftboats removed from service in this region as of December 31, 2021.

Direct Operating Expenses. Direct operating expenses were $2.6 million higher in 2021 compared with 2020. Direct operating expenses were $4.6 million higher for the Regional Core Fleet primarily due to the reactivation of vessels that were previously cold-stacked. Direct operating expenses were $1.6 million lower due to net fleet dispositions, and $0.4 million lower due to the repositioning of vessels between geographic regions.

Africa and Europe, continuing operations. For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics):

202220212020
Time Charter Statistics:
Rates Per Day Worked:
AHTS$9,994$8,649$8,208
FSV10,9679,1079,108
PSV12,45210,5088,726
Liftboat34,85634,015
Overall11,12710,33410,856
Utilization:
AHTS100%98%85%
FSV88%75%78%
PSV71%59%52%
Liftboat%78%95%
Overall85%77%76%
Available Days:
AHTS1,0951,0951,200
FSV3,4393,3223,661
PSV1,817883550
Liftboat249366
Overall6,3515,5495,777
Operating revenues:
Time charter$60,060100%$44,268103%$47,723100%
Bareboat charter%%(55)0%
Other marine services(163)0%(1,338)(3)%(135)0%
59,897100%42,930100%47,533100%
Direct operating expenses:
Personnel16,43628%13,90332%13,39728%
Repairs and maintenance9,22915%6,77216%5,64312%
Drydocking2,3394%1,1593%2,0144%
Insurance and loss reserves1,1782%1,3533%1,8064%
Fuel, lubes and supplies8,02213%4,10910%3,2607%
Other7,17512%5,81514%1,3433%
44,37974%33,11177%27,46358%
Direct Vessel Profit$15,51826%$9,81923%$20,07042%

53

2022 compared with 2021

Operating Revenues. Charter revenues were $15.8 million higher in 2022 compared with 2021. Charter revenues were $7.7 million higher due to the reactivation of vessels that were previously cold-stacked, $5.6 million higher due to the repositioning of vessels between geographic regions and $3.6 million higher for the Regional Core Fleet as a result of increased day rates and utilization. Charter revenues were $1.1 million lower due to net asset dispositions. Other marine services were $1.2 million higher primarily due to the receipt of cash from the settlement of a mediation in our favor. As of December 31, 2022, the Company had no owned and leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $11.3 million higher in 2022 compared with 2021. Direct operating expenses were $10.2 million higher due to the repositioning of vessels between geographic regions, $1.4 million higher due to the reactivation of vessels that were previously cold-stacked and $0.6 million for the Regional Core Fleet. Direct operating expenses were $0.9 million lower due to net assets dispositions.

2021 compared with 2020

Operating Revenues. Charter revenues were $3.4 million lower in 2021 compared with 2020. Charter revenues were $5.4 million lower due to the repositioning of vessels between geographic regions and $2.0 million higher due to net fleet additions. Other marine services were $1.2 million lower primarily due to commission charges. As of December 31, 2021, the Company had no owned and leased-in vessels cold stacked in this region, compared with four of 16 vessels as of December 31, 2020.

Direct Operating Expenses. Direct operating expenses were $5.6 million higher in 2021 compared with 2020, primarily due to higher operating costs in West Africa and the reactivation of vessels that were previously cold-stacked.

54

Middle East and Asia. For the years ended December 31, the Company’s direct vessel profit (loss) in the Middle East and Asia was as follows (in thousands, except statistics):

202220212020
Time Charter Statistics:
Rates Per Day Worked:
AHTS$5,915$5,732$6,153
FSV7,9547,4938,014
PSV9,1197,5957,215
Specialty1,7322,014
Liftboats29,38525,29826,855
Overall10,0039,6319,749
Utilization:
AHTS99%56%47%
FSV92%80%78%
PSV66%73%73%
Specialty%48%86%
Liftboats63%100%93%
Overall80%77%77%
Available Days:
AHTS365365366
FSV3,2543,6133,533
PSV2,1092,0951,875
Specialty90365426
Liftboats730730732
Overall6,5487,1686,932
Operating revenues:
Time charter$52,08099%$53,14699%$52,05296%
Other marine services7621%5261%2,1574%
52,842100%53,672100%54,209100%
Direct operating expenses:
Personnel22,37642%22,19141%18,18834%
Repairs and maintenance8,11115%6,70112%5,23210%
Drydocking6,56913%2,6395%7591%
Insurance and loss reserves2,8385%2,4815%1,7213%
Fuel, lubes and supplies5,08910%3,4596%2,7065%
Other4,6339%6,15811%6,89113%
49,61694%43,62981%35,49765%
Direct Vessel Profit$3,2266%$10,04319%$18,71235%

2022 compared with 2021

Operating Revenues. Charter revenues were $1.1 million lower in 2022 compared with 2021. Charter revenues were $2.4 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower as a result of reduced day rates and utilization for the Regional Core Fleet. Charter revenues were $3.6 million higher due to the acquisition of an additional two PSVs in this region as a result of the OSV Partners Merger. As of December 31, 2022, the Company had no owned and leased-in vessels cold-stacked in this region compared with one of 20 vessels as of December 31, 2021.

Direct Operating Expenses. Direct operating expenses were $6.0 million higher in 2022 compared with 2021. Direct operating expenses were $5.2 million higher due to net fleet additions and $2.7 million higher for the Regional Core Fleet primarily due to the timing of dry dockings and certain repair expenditures. Direct operating expenses were $1.9 million lower due to the repositioning of vessels between geographic regions. In addition, drydocking and repair expenditures included $5.6 million of costs pending adjustment of insurance claims in 2022.

2021 compared with 2020

Operating Revenues. Charter revenues were $1.1 million higher in 2021 compared with 2020. Charter revenues were $2.3 million higher due to the repositioning of vessels between geographic regions and $1.4 million higher due to net fleet additions. Charter revenues were $2.6 million lower due to the cold stacking of one vessel and the timing of major repairs and dry dockings. Other marine services were $1.6 million lower primarily due to lower management fee revenues. As of December 31, 2021, the Company had one of 20 owned and leased-in vessels cold-stacked in this region (one Specialty) compared with three of 20 vessels as of December 31, 2020.

55

Direct Operating Expenses. Direct operating expenses were $8.1 million higher in 2021 compared with 2020. Direct operating expenses were $3.9 million higher for the Regional Core Fleet, primarily due to higher operating costs in Saudi Arabia and the timing of dry dockings and certain repair expenditures, $2.4 million higher due to net fleet additions and $1.8 million higher due to the repositioning of vessels between geographic regions.

Latin America. For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics):

202220212020
Time Charter Statistics:
Rates Per Day Worked:
FSV$8,098$7,707$7,435
PSV15,61515,41514,906
Liftboats25,27738,24115,913
Overall13,94816,03511,989
Utilization:
FSV96%91%92%
PSV94%87%91%
Liftboats34%73%95%
Overall91%86%92%
Available Days:
FSV730730867
PSV2,2792,2511,108
Liftboats140417192
Overall3,1493,3972,167
Operating revenues:
Time charter$40,12292%$46,93487%$23,80696%
Bareboat charter1,3743%2,4845%%
Other marine services2,2905%4,2788%1,0844%
43,786100%53,696100%24,890100%
Direct operating expenses:
Personnel13,76931%14,99028%6,69827%
Repairs and maintenance7,10716%7,25014%2,1319%
Drydocking2741%4671%3291%
Insurance and loss reserves1,1153%2,2014%4622%
Fuel, lubes and supplies2,8336%3,2616%9904%
Other2,2535%3,7017%1,3696%
27,35162%31,87059%11,97948%
Direct Vessel Profit$16,43538%$21,82641%$12,91152%

2022 compared with 2021

Operating Revenues. Charter revenues were $7.9 million lower in 2022 compared with 2021. Charter revenues were $11.1 million lower due to the repositioning of vessels between geographic regions. Charter revenues were $3.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization. Other marine services were $2.0 million lower due to lower management fees from joint ventures and lower reimbursable meals that were partially offset by higher mobilization revenues of $1.5 million, $1.2 million and $0.7 million, respectively. As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $4.5 million lower in 2022 compared with 2021. Direct operating costs were $7.5 million lower due to the repositioning of vessels between geographic regions, and $3.0 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures.

2021 compared with 2020

Operating Revenues. Charter revenues were $25.6 million higher in 2021 compared with 2020. Charter revenues were $16.5 million higher due to net fleet additions as a result of the consolidation of SEACOR Offshore Delta (f/k/a SEACOSCO) after the Company acquired its partner’s interest in the company in 2020 and $9.1 million higher due to the repositioning of vessels between geographic regions. Other marine services were $3.2 million higher due to higher reimbursable meals, higher management fees, and higher mobilization revenues of $1.3 million, $1.3 million and $0.6 million, respectively. As of December 31, 2021, the Company had no owned or leased-in vessels cold-stacked in this region.

56

Direct Operating Expenses. Direct operating expenses were $19.9 million higher in 2021 compared with 2020, primarily due to net fleet additions and the repositioning of vessels between geographic regions.

Lease Expense. Leased-in equipment expenses were $2.2 million lower compared with 2021, primarily due to the impairment of one leased-in vessel and other equipment during the third quarter of 2022. Leased-in equipment expenses were $1.4 million lower for 2021 compared with 2020 primarily due to the impairment of two leased-in vessels during the first quarter of 2020 and the amendment of the lease of one leased-in vessel during the third quarter of 2020 to lower rates.

Administrative and general. Administrative and general expenses were $3.3 million higher in 2022 compared with 2021, primarily due to increases in salaries and benefits expenses. Administrative and general expenses were $2.4 million lower in 2021 compared with 2020, primarily due to a $3.0 million transaction fee paid in 2020 to SEACOR Holdings under the Tax Refund and Indemnification Agreement entered into by the Company and SEACOR Holdings on June 26, 2020 (the “Tax Refund Agreement”) under which the Company no longer has any payment obligations.

Depreciation and amortization. Depreciation and amortization expenses were $1.4 million lower in 2022 compared with 2021 and $0.2 million higher in 2021 compared with 2020 primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. Gain on asset dispositions and impairments was $1.4 million for 2022, which included gains from the sale of one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million after transaction costs, and a gain of $3.1 million. In addition, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC (the owner of the PSV SEACOR Marlin) and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million (see “Note 5. Equipment Acquisitions and Dispositions” and “Note 6. Investments, at Equity and Advances to 50% or Less Owned Companies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K). These gains were substantially offset by impairment charges of $2.9 million for one leased-in AHTS, as well as impairment charges for one FSV sold in 2022 and for other equipment classified as assets held for sale as the Company expects to sell the equipment within one year.

During 2021, the Company recorded no impairment charges associated with its fleet. The Company sold one PSV vessel, three FSVs and set off debt payments with hull and machinery insurance proceeds received in respect of the SEACOR Power of $25.0 million, for total payments of $30.1 million in cash, resulting in gains of $20.9 million all of which was recognized currently. The insurance proceeds from the SEACOR Power were primarily used to repay associated debt under the FGUSA Credit Facility as described in “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

During 2020, the Company recorded impairment charges of $13.5 million associated with its liftboat fleet (five owned and two leased-in vessels), one specialty vessel and recognized net losses of $5.3 million with respect to asset dispositions ($4.8 million loss due to the disposal of one vessel under construction, and $0.5 million loss due to the redelivery of one leased-in AHTS and one leased-in liftboat). The Company sold two AHTS and one specialty vessel previously removed from service, four FSVs, one specialty, one vessel under construction and other equipment for $21.6 million and gains of $1.2 million.

Other (Expense) Income, Net

For the years ended December 31, the Company’s other income (expense) was as follows (in thousands):

202220212020
Other Income (Expense):
Interest income$784$1,302$1,273
Interest expense(29,706)(28,111)(30,691)
SEACOR Holdings guarantee fees(7)(47)
Gain on debt extinguishment10,42961,994
Derivative gains, net3914,310
Foreign currency gains (losses), net1,659(1,235)(1,294)
Gain (loss) from return of investments in 50% or less owned companies and other, net7559,441(19)
$(16,079)$43,775$(26,468)

Interest Income. Interest income decreased in 2022 primarily due to interest received from the IRS due to delays in the payment of the CARES Act tax refunds in 2021. Interest income in 2021 increased primarily due to a tax refund on a portion of interest paid. Interest income in 2020 was lower due to decreases in interest income from the Company’s construction reserve funds deposits which were substantially lower offset by increased income due to interest earned on loans and advances to joint ventures.

57

Interest expense. Interest expense was higher in 2022 compared to 2021 primarily due to the debt assumed as a result of the OSV Partners Merger, a higher interest rate on the SMFH Credit Facility as a result of the entry into SMFH Amendment No. 4, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes and higher interest rates on all other variable rate debt as a result of the increasing interest rate environment. Interest expense was lower in 2021 compared to 2020 primarily due to the repayment of the FGUSA Credit Facility in June 2021 and lower interest rates on floating rate debt. This decrease was offset by increases in interest associated with the SEACOR Alpine Shipyard Financing following delivery of one PSV in 2020 and increases in interest associated with the Tarahumara Shipyard Financing following delivery of one PSV in 2021, as described in “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

SEACOR Holdings guarantee fees. As of December 31, 2022, there were no SEACOR Holdings outstanding guarantee fees as the obligations were terminated in 2021.

Gain on debt extinguishment. Gain on debt extinguishment was $10.4 million in 2022 due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes, compared to $62.0 million in 2021 due to the repayment of the FGUSA Credit Facility. (See “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information).

Derivative gains, net. Net derivative gains in 2022 decreased compared to 2021 due to the Company not having any open forward currency exchange contracts since the first quarter of 2021. Net derivative gains in 2021 compared to 2020 were lower due to the fair value of the conversion option liability associated with the Old Convertible Notes decreasing from $5.2 million to zero in 2020 offset by gains realized on foreign currency forwards in 2021. For all periods, derivative gains were primarily due to reductions in the fair value of the Company’s conversion option liability embedded in Old Convertible Notes. The reductions in the conversion option liability were primarily the result of declines in the Company’s share price and estimated credit spread.

Foreign currency gains (losses), net. Foreign currency gains in 2022 compared to foreign currency losses in 2021 were primarily due to various changes in foreign currencies.

Gain from return of investments in 50% or less owned companies and other, net. Other gains in 2022 decreased compared to 2021 primarily due to a distribution in 2021 of $12.0 million from the Company’s MEXMAR Offshore joint venture of which $9.4 million was in excess of the Company’s investment in the joint venture. The Company no longer has any equity interest in this joint venture.

Income Tax Expense (Benefit)

For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies.

For the year ending December 31, 2021, the Company’s effective income tax rate of 173.4% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign subsidiaries with current losses for which there is no current or future federal income tax benefit available.

For the year ending December 31, 2020, the Company’s effective income tax rate of (23.4)% was primarily due to income tax benefits recognized as a result of the CARES Act signed into law in March 2020, as well as taxes provided on income attributable to noncontrolling interests, foreign sourced income not subject to U.S. income taxes, foreign taxes not creditable against U.S. income taxes, and the adjustment for the acquisition of the remaining minority membership interest in Falcon Global Holdings.

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

For the years ended December 31, the Company’s equity in earnings (losses) from continuing operations of 50% or less owned companies, net of tax, was as follows (in thousands):

202220212020
MexMar$2,133$10,491$(4,056)
MEXMAR Offshore2,563
Offshore Vessel Holdings2,571809(4,053)
OSV Partners(1,343)(1,575)
SEACOR Offshore Delta (f/k/a SEACOSCO)(1,703)
SEACOR Marine Arabia1,6711,0303,373
Other6361,528(149)
$7,011$15,078$(8,163)

58

2022 compared with 2021

MexMar, OVH and SEACOR Marlin. On September 29, 2022, each of the Framework Agreement Transactions were consummated. As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC. The Company expects its Equity in earnings of 50% or less owned companies will not be significant in future periods. For additional information See “—Recent Developments—Framework Agreement Transactions”.

OSV Partners. On December 31, 2021, SEACOR Marine, SEACOR Offshore OSV and SEACOR OSV Partners I LP, a Delaware limited partnership (“OSV Partners I”) entered into a certain merger agreement pursuant to which OSV Partners I merged with and into SEACOR Offshore OSV, with SEACOR Offshore OSV surviving the merger (the “OSV Partners Merger”). As a result of the OSV Partners Merger, the five 201 feet, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company and no longer included as equity in earnings.

MEXMAR Offshore. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore.

2021 compared with 2020

MexMar. Equity earnings from MexMar were higher by $14.5 million in 2021 as compared to 2020 primarily due to a provision for doubtful accounts recorded in 2020 related to a default of a loan provided by MexMar to UP Offshore (Bahamas) Ltd (“UP Offshore”), a wholly owned subsidiary of MEXMAR Offshore (which is a separate joint venture of the Company).

MEXMAR Offshore. On June 1, 2021, MEXMAR Offshore International LLC (“MEXMAR Offshore”), a joint venture 49% owned by an indirect wholly-owned subsidiary of SEACOR Marine, and 51% owned by a subsidiary of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”), UP Offshore (Bahamas) Ltd. (“UP Offshore”), a provider of offshore support vessel services to the energy industry in Brazil and a wholly owned subsidiary of MEXMAR Offshore, and certain of subsidiaries of UP Offshore, completed the sale of eight vessels and certain Brazilian entities to OceanPact Servícos Marítimos S.A. and its subsidiary, OceanPact Netherlands B.V., for a total purchase price of $30.2 million (the “UP Offshore Sale Transaction”). The UP Offshore Sale Transaction resulted in an equity earnings gain from 50% or less owned companies of $2.6 million.

On July 23, 2021, the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million. The excess was recorded by the Company as a gain from return of investments in 50% or less owned companies. After giving effect to the UP Offshore Sale Transaction, MEXMAR Offshore, indirectly through certain subsidiaries of UP Offshore, retained ownership of three vessels. As part of the winddown of the MEXMAR Offshore joint venture, ownership of two of these vessels was transferred from subsidiaries of UP Offshore to OVH on October 26, 2021, and the remaining vessel was transferred from a subsidiary of UP Offshore to OVH on November 2, 2021. Upon completion of these transactions, MEXMAR Offshore no longer held income producing assets and as a result, on December 9, 2021, the Company transferred its 49% interest in MEXMAR Offshore to a subsidiary of CME for nominal consideration and a transaction fee of $0.2 million. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore.

Offshore Vessel Holdings (“OVH”). Equity earnings increased by $4.9 million due to dividends received from OVH and lower maintenance and repair costs and depreciation and amortization expenses. As a result of equity losses in 2020, the Company had reduced its investment balance in OVH to zero in 2020.

OSV Partners. Equity losses from SEACOR OSV Partners GP LLC (“OSV Partners GP”) and SEACOR OSV Partners I (SEACOR OSV Partners I, collectively with OSV Partners GP, “OSV Partners”) decreased by $0.2 million, primarily due to higher utilization and an increase in the overall day rate. On December 31, 2021, the OSV Partners Merger was consummated.

SEACOR Marine Arabia. The decrease of $2.3 million in equity gains from SEACOR Marine Arabia was due to reduced revenues and higher operating costs.

59

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, construction reserve funds, cash flows from operations and collections on our short-term note receivable. 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 December 31, 2022, the Company had unfunded capital commitments of $2.5 million for miscellaneous vessel equipment payable during 2023. The Company has indefinitely deferred an additional $9.3 million of orders with respect to one FSV that the Company had previously reported as unfunded capital commitments.

As of December 31, 2022, the Company had outstanding debt of $321.6 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of December 31, 2022 are as follows (in thousands):

Actual
2023$61,512
202466,656
202523,951
2026162,897
202711,365
Years subsequent to 202737,413
$363,794

As of December 31, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $43.0 million. As of December 31, 2021, the Company held balances of cash, cash equivalents and restricted cash totaling $41.2 million. In January 2021, the Company received cash proceeds of $42.6 million for the sale of Windcat Workboats. In addition, as a result of the CARES Act and the entry into the Tax Refund Agreement, the Company received cash tax refunds of approximately $32.3 million (including $1.1 million of interest paid by the IRS in respect of refund payment delays due in part to the COVID-19 pandemic) in 2020 and 2021. These tax refunds are subject to the terms of the Tax Refund Agreement, which does not restrict the use of approximately $23.1 million of the refund, with the remaining $8.1 million required to be deposited into an account to be used to satisfy certain of the Company’s obligations that remain guaranteed by SEACOR Holdings. The Company applied all of the amount deposited to satisfy these obligations in full.

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

202220212020
Cash flows provided by or (used in):
Operating Activities$(14,616)$9,255$(29,544)
Investing Activities57,80071,8003,823
Financing Activities(41,355)(79,180)(22,777)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents(4)(22)30
Net Change in Cash, Restricted Cash and Cash Equivalents from Discontinued Operations(171)959
Net Change in Cash, Restricted Cash and Cash Equivalents$1,825$1,682$(47,509)

60

Operating Activities

Cash flows provided by operating activities decreased by $23.9 million in 2022 compared with 2021. The biggest driver of the decrease in cash flows provided by operations was the receipt of approximately $32.3 million in tax refunds in 2021 under the CARES Act as described above and in “Note 10. Income Taxes” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which was partially offset by working capital timing. For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands):

202220212020
DVP:
United States, primarily Gulf of Mexico$10,161$1,847$(1,001)
Africa and Europe, Continuing Operations15,5189,81920,070
Middle East and Asia3,22610,04318,712
Latin America16,43521,82612,911
Operating, leased-in equipment(2,384)(7,456)(14,785)
Administrative and general (excluding provisions for bad debts and amortization of share awards)(35,825)(31,329)(34,997)
SEACOR Holdings management and guarantee fees(7)(47)
Other, net (excluding non-cash losses)755168(19)
Dividends received from 50% or less owned companies3,0575,3322,117
10,94310,2432,961
Changes in operating assets and liabilities before interest and income taxes(1,235)(9,092)(9,376)
Cash settlements on derivative transactions, net(749)(2,150)(1,331)
Interest paid, excluding capitalized interest (1)(25,244)(23,807)(21,977)
Interest received7841,3021,273
Income taxes refunded, net88532,759(1,094)
Total cash flows (used in) provided by operating activities$(14,616)$9,255$(29,544)

(1)
During 2022, the Company had no capitalized interest. During 2021 and 2020, capitalized interest included in purchases of property and equipment from continuing operations was $0.3 million and $0.9 million, respectively.

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 2022, net cash provided by investing activities was $57.8 million primarily as a result of the following:


capital expenditures were $0.5 million;


the Company sold one FSV, one liftboat previously removed from service, office space and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million;


the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables;


the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and


the Company deployed $28.8 million to acquire the loans under the MexMar Original Facility Agreement and received $13.8 million of principal payments under such loan.

During 2021, net cash provided by investing activities was $71.8 million primarily as a result of the following:


capital expenditures were $7.0 million. Equipment deliveries during the period included one PSVs through construction;


the Company sold three FSVs, one PSV and set off debt payments with hull and machinery insurance proceeds from the SEACOR Power of $25.0 million, for a total of $30.1 million;


the Company completed the sale of Windcat Workboats for net proceeds of $38.7 million ($42.2 million cash, less $3.5 million cash held at Windcat Workboats that was included in the assets purchased by the Windcat Buyer);

61


the Company made investments in, and advances to, its 50% or less owned companies of $3.0 million;


the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million; and


the Company received $3.3 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables;


the Company received $0.2 million as part of an asset acquisition of a 50% or less owned company.

During 2020, net cash provided by investing activities was $3.8 million primarily as a result of the following:


capital expenditures were $20.8 million. Equipment deliveries during the period included four PSVs through construction;


the Company sold two AHTS and one specialty vessel previously retired and removed from service, four FSVs, one specialty vessel and one vessel under construction and other equipment for net proceeds of $21.6 million ($20.7 million cash and $0.9 million in previously received deposits);


construction reserve funds account transactions included withdrawals of $9.2 million and a reclassification of $3.7 million to short-term cash deposits, which was expected to be utilized in 2021;


the Company completed the acquisition of its joint venture SEACOR Offshore Delta (f/k/a SEACOSCO) and as a result, the Company owns 100% of the membership interests in SEACOR Offshore Delta (f/k/a SEACOSCO). The aggregate purchase price for the membership interests was $28.2 million, $8.4 million of which was paid to the sellers at the closing of the transaction and the remainder of which will be paid over the next four years;


the Company made investments in, and advances to, its 50% or less owned companies of $2.2 million; and


the Company received $1.7 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables.

Financing Activities

During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $38.2 million;


the Company made payments for debt extinguishment costs of $2.3 million;


the Company received $0.2 million proceeds from the exercise of stock options;


the Company made payments on finance leases of $0.4 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.

During 2021, net cash used by financing activities was $78.9 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and other obligations of $78.1 million; and


the Company made payments on debt extinguishment costs of $0.8 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.3 million.

During 2020, net cash used by financing activities was $22.6 million primarily as a result of the following:


The Company made scheduled payments on long-term debt and obligations of $22.6 million; and


the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.2 million.

Short and Long-Term Liquidity Requirements and Outlook

The Company believes that a combination of cash balances on hand, cash generated from operating activities, collections of our short-term note receivable and access to the credit and capital markets will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to medium term. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets.

62

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.

The SMFH Credit Facility requires the Company to maintain a minimum of Cash and Cash Equivalents (as defined in the SMFH Credit Facility to include 35% of the accounts receivable as reported in SEACOR Marine's financial statements for the second, third and fourth quarter of fiscal year 2022) equal to the greater of (i) $35.0 million and (ii) 7.5% of Total Debt (as defined in the SMFH Credit Facility) (see “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K). As of December 31, 2022, the Company's Cash and Cash Equivalents balance used to test compliance with this covenant was $62.1 million or 21.7% of Total Debt.

While the COVID-19 pandemic initially reduced the demand for the Company’s products and services, the COVID-19 pandemic has not had a material impact on the Company’s liquidity or on the Company’s ability to meet its financial maintenance covenants in its various credit facilities. However, if the COVID-19 pandemic does not fully abate, new vaccine resistant strains appear, or certain countries implement new shutdowns, the effects of the pandemic on the Company's business may become more severe, for example by further reducing demand for the Company’s products and services or causing customers not to make their payments on time, and this may have a material impact on the Company.

Note Receivable

For a discussion of the Company’s short-term note receivable agreement see “Note 4. Note Receivable” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Other than as set forth below there have not been any material changes to the agreement governing the Company’s short-term note receivable during the period.

In connection with the closing of the Framework Agreement Transactions, on September 29, 2022, SEACOR Marine Capital purchased all of the outstanding loans under the MexMar Original Facility Agreement for an aggregate amount of $28.8 million, representing par value of the loan using proceeds received from the Framework Agreement Transactions. On the same date the MexMar Original Facility Agreement was amended and restated in the MexMar Third A&R Facility Agreement pursuant to which, among other things, MexMar paid down approximately $8.8 million of the loan and agreed to repay the $20.0 million of the loan that remains outstanding by September 30, 2023, through four equal quarterly installments of $5.0 million. As of December 31, 2022, the loan balance due from MexMar was $15.0 million.

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2023 to be as follows:


Debt service — We expect to make principal and interest payments of approximately $85.9 million during fiscal year 2023 under our currently outstanding debt facilities based on interest rates at year end.


Capital expenditures — At this time, we expect capital expenditures of approximately $1.7 million for the installation of a hybrid battery power system on an existing PSV.


Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.3 million during fiscal year 2023.


Lease payments — We expect to make lease payments of approximately $3.5 million for our operating and finance leases during fiscal year 2023 under our effective leases as of December 31, 2022. In January 2023, the Company terminated an agreement for one leased-in AHTS that will result in a $0.7 million reduction of operating lease payments in 2023.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

63

Effects of Inflation

The Company’s operations expose it to the effects of inflation. Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company's operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs.

Contingencies

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the U.K.: the MNOPF and the 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 December 31, 2021, all invoices related to MNOPF and MNRPF have been settled in full.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. The MNRPF has indicated that the investigations into these issues remain ongoing, and that further updates will be provided as significant developments arise. Should such additional liabilities require the MNRPF to collect additional funds from participating employers, it is possible that the Company will be invoiced for a portion of such funds and recognize payroll related operating expenses in the periods invoices are received.

SEACOR Power. On April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company. The incident also resulted in the constructive total loss of the SEACOR Power. The Company is responsible for the salvage operations related to the vessel in coordination with the USCG. The salvage operations are substantially complete and the Company expects salvage costs to be covered by insurance proceeds.

The capsizing of the SEACOR Power garnered significant attention from the media as well as local, state and federal stakeholders. The NTSB and the USCG have each conducted an investigation to determine the cause of the incident. The Company has and will continue to fully cooperate with the investigations in all respects. On November 3, 2022, the NTSB publicly released its final report, as adopted on October 18, 2022, which determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits. The NTSB further determined that contributing to the loss of life on the vessel were the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts. The USCG is also expected to release a report on its investigation although the timing of such release is uncertain. The findings of these investigations could harm the Company’s reputation and, in turn, the Company’s competitiveness, or impact the Company's ability to market and operate liftboats.

Other. 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 such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions

For a discussion of the Company’s transactions with related parties, see “Note 18. Related Party Transactions” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Critical 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.

64

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 (losses) of 50% or less owned companies, net of tax.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the 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. Such estimates include those related to deferred revenues, allowance for credit loss accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. 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’s lease revenues are primarily from time charters and bareboat charters that are recognized ratably over the lease term as services are provided, typically on a per day basis. Under a time charter, the Company provides a vessel to a customer for a set term and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer for a set term and the customer assumes responsibility.

The Company also 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 efforts 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.

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, construction reserve funds and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

65

Trade and Other Receivables. 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 the 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. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.

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 assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date. As of December 31, 2022, 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.

Business Combinations. For acquisitions constituting a business acquisition, the Company recognizes 100% of the fair value of assets acquired, liabilities assumed, and noncontrolling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income (loss) from the date of acquisition. If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition. The assets are measured based on their cost to the Company, including transaction costs. The acquisition cost is then allocated to the assets acquired based on their relative fair values.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of loss. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

In the normal course of business, the Company may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

66

Critical Accounting Estimates

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company’s derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive loss in the accompanying consolidated statements of comprehensive loss to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s 50% or less owned companies are also reported as a component of the Company’s other comprehensive loss in proportion to the Company’s ownership percentage, with reclassifications and ineffective portions being included in equity in earnings (losses) of 50% or less owned companies, net of tax, in the accompanying consolidated statements of loss.

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, 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. However, the Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, especially in light of the continued volatility in commodity prices as well as the timing and cost of reactivating cold-stacked vessels. If market conditions decline, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods.

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.

67

FY 2021 10-K MD&A

SEC filing source: 0001564590-22-009707.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2022-03-10. Report date: 2021-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2021, and its financial condition as of December 31, 2021 and 2020. Certain statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward looking statements. See “Forward Looking Statements” included elsewhere in this Annual Report on Form 10-K.

The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and related notes included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of December 31, 2021, the Company and its joint ventures operated a diverse fleet of 81 support and specialty vessels, of which 60 were owned or leased-in, 20 were joint-ventured, and one was managed on behalf of unaffiliated third-parties. The primary users of the Company’s services are major integrated oil companies, large independent oil and natural gas exploration and production companies and emerging independent companies, as well as windfarm operations and installation contractors.

The Company and its joint ventures operate and manage a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations including wind farms, (ii) handle anchors and mooring equipment required to tether rigs to the seabed, and assist in placing them on location and moving them between regions, (iii) provide construction, well work-over, maintenance 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 accommodations for technicians and specialists.

Recent Developments

OSV Partners. SEACOR OSV PARTNERS I LP., a Delaware limited partnership (“OSV Partners I”), was a joint venture that owned and operated five PSVs for which the Company acted as one of the general partners and also held a limited partnership interest in.  On December 31, 2021, pursuant an agreement and plan of merger (the “Merger Agreement”) among SEACOR Marine, SEACOR Offshore OSV LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“SEACOR Offshore OSV”) and OSV Partners I, OSV Partners I merged with and into SEACOR Offshore OSV with SEACOR Offshore OSV surviving the merger (the “Merger”).

In connection with the consummation of the Merger, the Company issued an aggregate of 1,567,935 shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), as follows:

Column 1Column 2Column 3
(i)531,872 shares of Common Stock as consideration for the Merger paid to OSV Partners I’s limited partners (other than the Company and its subsidiaries), and
Column 1Column 2Column 3
(ii)1,036,063 shares of Common Stock as payment to settle all amounts and other obligations outstanding under the Subordinated PIK Loan Agreement, dated September 28, 2018 (as amended on December 22, 2021, the “PIK Loan Agreement”) and paid to the former lenders thereunder (all of whom were limited partners of OSV Partners I).

In connection with the Merger, the Company and SEACOR Offshore OSV assumed and guaranteed approximately $18.1 million of OSV Partners I’s third-party indebtedness outstanding under the amended and restated senior secured term loan credit facility agreement dated as of September 28, 2018 (as amended, restated, amended and restated or otherwise modified, the “OSV Credit Facility”), by and among OSV Partners I and lenders and other parties thereto.

As a result of the Merger, the five 201’, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company, bringing the Company’s owned PSV fleet to 20. Of the five PSVs previously owned by OSV Partners I, three are U.S. flagged and currently located in the Gulf of Mexico, and two are Marshall Island flagged and currently located in the Middle East. As of December 31, 2021, these five PSVs had an average age of seven years.

40

Trends Affecting the Offshore Marine Business

Oil and Gas Prices

The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry. Factors that influence the level of offshore exploration and drilling activities include:

Column 1Column 2Column 3
expectations as to future oil and natural gas commodity prices;
Column 1Column 2Column 3
customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale;
Column 1Column 2Column 3
expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy;
Column 1Column 2Column 3
customer assessments of cost, geological opportunity and political stability in host countries;
Column 1Column 2Column 3
worldwide demand for oil and natural gas;
Column 1Column 2Column 3
the ability or willingness of OPEC to set and maintain production levels and pricing;
Column 1Column 2Column 3
regional conflicts in oil producing regions;
Column 1Column 2Column 3
the level of oil and natural gas production by non-OPEC countries;
Column 1Column 2Column 3
the relative exchange rates for the U.S. dollar; and
Column 1Column 2Column 3
various U.S. and international government policies regarding exploration and development of oil and natural gas reserves.

Offshore oil and natural gas market conditions are highly volatile. Prices deteriorated beginning in the second half of 2014 and continued to deteriorate when oil prices hit a thirteen-year low of less than $27 per barrel (on the New York Mercantile Exchange) in February 2016. Oil prices were as high as $76 per barrel in October 2018 but experienced unprecedented volatility during 2020 as a result of the COVID-19 pandemic and the related effects on the global economy, including going negative for a short period of time. Oil prices have steadily increased since the lows hit at the beginning of the COVID-19 pandemic and recently hit a multi-year high primarily as a result of the conflict between Russia and Ukraine in March of 2022 as oil prices reached $116 per barrel. While the Company has experienced difficult market conditions over the past few years due to low oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital spending budget reductions, the recent increase in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about potential new charters.

The Company’s operations and financial results were adversely affected by the COVID-19 pandemic as a result of decreased demand and the increase in costs due to operational changes enacted to enhance crew and on-shore employee safety. However, the Company believes that it has sufficient liquidity to meet its obligations for the foreseeable future. We are closely monitoring updates regarding the spread of COVID-19 and its variants, the distribution of vaccines developed to combat COVID-19, emerging governmental and other vaccine mandates and testing requirements, as well as the willingness of our employees to comply with such mandates and requirements. We are adjusting our operations according to guidelines from local, state and federal officials.

Vessel Supply Dynamics and Other Industry Drivers

Low oil prices and the subsequent decline in offshore exploration have forced many operators in the industry to restructure or liquidate assets. The Company continues to closely monitor the delivery of newly built offshore support vessels to the industry-wide fleet, which in the recent past contributed to an oversaturated market, thereby further lowering the demand for the Company’s existing offshore support vessel fleet. A continuation of (i) low customer exploration and drilling activity levels, and (ii) continued 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.

41

Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and gas producers during the recent industry downturn leading to pent up demand for maintenance and growth capital expenditures; and (ii) improved extraction technologies. While we expect that alternative forms of energy will continue to grow and add to the world’s energy mix especially as governments, supranational groups 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 facilities have the potential to support, in part, the Company’s business.

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 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 December 31, 2021, five of the Company’s 60 owned and leased-in in-service vessels were cold-stacked worldwide.

Certain Components of Revenues and Expenses

The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of Mexico; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico, Brazil 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. 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.

Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.

Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. 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 all risks of operation. Vessel charters may range from several days to several years.

Direct Operating Expenses. The aggregate cost of operating the Company’s fleet depends primarily on the size and asset mix of the fleet. The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories:

Column 1Column 2Column 3
personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel);
Column 1Column 2Column 3
repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs);
Column 1Column 2Column 3
drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations);
Column 1Column 2Column 3
insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles);
Column 1Column 2Column 3
fuel, lubes and supplies; and
Column 1Column 2Column 3
other (communication costs, expenses incurred in mobilizing vessels between geographic regions, third-party ship management fees, freight expenses, customs and importation duties and other).

42

The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter.

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).

Leased-in Equipment. In addition to the Company’s owned fleet, it operates leased-in vessels from lessors under bareboat charter arrangements that currently expire in 2023. Certain of these vessels were previously owned and subject of sale and leaseback transactions with their lessors.

Impairments. As a result of the difficult conditions experienced in the offshore oil and natural gas markets beginning in the second half of 2014 and the corresponding reductions in utilization and rates per day worked of its fleet, the Company identified indicators of impairment and has over the past few years recognized impairment charges primarily associated with its AHTS fleet, its liftboat fleet, certain specialty vessels and vessels removed from service. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During 2021, the Company recorded no impairment charges associated with its fleet. During 2020, the Company recorded impairment charges of $13.5 million associated with its liftboat fleet (five owned and two leased-in vessels), and one specialty vessel and recognized net losses of $5.3 million as a result of asset disposals ($4.8 million loss due to the disposal of one vessel under construction, and $0.5 million loss due to the redelivery of one leased-in AHTS vessel and one leased-in liftboat). During 2019, the Company recorded impairment charges of $12.0 million primarily associated with its AHTS fleet (four owned and one leased-in vessel), four FSVs and one leased-in specialty vessel. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 11. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. If market conditions continue to decline from the presently depressed utilization and rates per day worked experienced over the last three years, fair values based on future appraisals could decline significantly.

The Company’s other vessel classes and other individual vessels in active service and cold-stacked status, for which no impairment was deemed necessary, have generally experienced a less severe decline in utilization and rates per day worked based on specific market factors. The market factors include vessels with more general utility to a broader range of customers (e.g., FSVs), vessels required for customers to meet regulatory mandates and operating under multiple year contracts or vessels that service customers outside of the offshore oil and natural gas market.

For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2021, the Company has estimated that their future undiscounted cash flows exceed their current carrying values by more than 40%. The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including the timing of an estimated market recovery in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels. If market conditions decline further, or remain stagnant at current levels, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods.

43

Consolidated Results of Operations

For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

202120202019
Time Charter Statistics:
Average Rates Per Day$11,712$10,905$10,369
Fleet Utilization66%55%60%
Fleet Available Days20,85022,25025,306
Operating revenues:
Time charter$159,83594%$133,45494%$157,05290%
Bareboat charter4,0332%2,8552%5,1313%
Other marine services7,0734%5,5284%12,2707%
170,941100%141,837100%174,453100%
Costs and Expenses:
Operating:
Personnel$59,92035%$48,34834%$55,97532%
Repairs and maintenance24,11714%14,66110%21,40112%
Drydocking6,3474%4,2693%5,8483%
Insurance and loss reserves8,6675%5,7634%5,6223%
Fuel, lubes and supplies12,0337%8,1286%10,6226%
Other16,32210%9,9767%10,0556%
127,40675%91,14564%109,52363%
Lease expense - operating6,0854%7,5255%15,8409%
Administrative and general37,63922%40,05128%39,79123%
Depreciation and amortization57,39534%57,16740%57,16633%
228,525134%195,888138%222,320127%
Gain (Loss) on Asset Dispositions and Impairments, Net20,43612%(17,588)(12)%(6,461)(4)%
Operating Loss(37,148)(22)%(71,639)(51)%(54,328)(31)%
Other Expense, Net43,77526%(26,468)(19)%(30,146)(17)%
Income (Loss) from Continuing Operations Before Income Tax Benefit and Equity in Losses of 50% or Less Owned Companies6,6274%(98,107)(69)%(84,474)(48)%
Income Tax Expense (Benefit)11,4937%(22,924)(16)%(7,969)(5)%
Loss from Continuing Operations Before Equity in Losses of 50% or Less Owned Companies(4,866)(3)%(75,183)(53)%(76,505)(44)%
Equity in Gains (Losses) of 50% or Less Owned Companies15,0789%(8,163)(6)%(14,459)(8)%
Income (Loss) from Continuing Operations10,2126%(83,346)(59)%(90,964)(52)%
Income (Loss) from Discontinued Operations, Net of Tax (including loss on disposal of $9,106)22,92513%3640%(7,731)(4)%
Net Income (Loss)33,13719%(82,982)(59)%(98,695)(57)%
Net Gain (Loss) attributable to Noncontrolling Interests in Subsidiaries10%(4,067)(3)%(5,858)(3)%
Net Gain (Loss) attributable to SEACOR Marine Holdings Inc.$33,13619%$(78,915)(56)%$(92,837)(53)%

44

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

United States (primarily Gulf of Mexico) (2)Africa and Europe, Continuing Operations (3)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$16,866$10,334$9,631$16,035$11,712
Fleet Utilization19%77%77%86%66%
Fleet Available Days4,7355,5497,1683,39720,850
Operating Revenues:
Time charter$15,487$44,268$53,146$46,934$159,835
Bareboat charter1,5492,4844,033
Other marine services3,607(1,338)5264,2787,073
20,64342,93053,67253,696170,941
Direct Costs and Expenses:
Operating:
Personnel$8,836$13,903$22,191$14,990$59,920
Repairs and maintenance3,3946,7726,7017,25024,117
Drydocking2,0821,1592,6394676,347
Insurance and loss reserves2,6321,3532,4812,2018,667
Fuel, lubes and supplies1,2044,1093,4593,26112,033
Other6485,8156,1583,70116,322
18,79633,11143,62931,870127,406
Direct Vessel Profit$1,847$9,819$10,043$21,826$43,535
Other Costs and Expenses:
Lease expense$2,621$1,281$472$1,711$6,085
Administrative and general37,639
Depreciation and amortization$15,712$12,856$17,985$10,84257,395
101,119
Gain on Asset Dispositions and Impairments, Net20,436
Operating Loss$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$253,426$223,039$340,225$208,594$1,025,284
Accumulated depreciation(127,547)(71,820)(85,683)(32,247)(317,297)
$125,879$151,219$254,543$176,347$707,987
Total Assets(1)$148,753$167,185$256,533$250,594$823,065
Column 1Column 2
(1)Total assets exclude $89.4 million of corporate assets.
Column 1Column 2
(2)In 2021, the Company removed from service four vessels (four liftboats) in this region. Regional statistics reflect the removed from service status of these vessels.
Column 1Column 2
(3)In prior periods Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting, European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

45

United States (primarily Gulf of Mexico)Africa and Europe, Continuing Operations (2)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2020
Time Charter Statistics:
Average Rates Per Day$19,092$10,856$9,749$11,989$10,905
Fleet Utilization7%76%77%92%55%
Fleet Available Days7,3745,7776,9322,16722,250
Operating Revenues:
Time charter$9,873$47,723$52,052$23,806$133,454
Bareboat charter2,910(55)2,855
Other2,422(135)2,1571,0845,528
15,20547,53354,20924,890141,837
Direct Costs and Expenses:
Operating:
Personnel$10,065$13,397$18,188$6,698$48,348
Repairs and maintenance1,6555,6435,2322,13114,661
Drydocking1,1672,0147593294,269
Insurance and loss reserves1,7741,8061,7214625,763
Fuel, lubes and supplies1,1723,2602,7069908,128
Other3731,3436,8911,3699,976
16,20627,46335,49711,97991,145
Direct Vessel (Loss) Profit$(1,001)$20,070$18,712$12,911$50,692
Other Costs and Expenses:
Lease expense$4,272$3,038$170$45$7,525
Administrative and general40,051
Depreciation and amortization$21,427$13,664$16,595$5,48157,167
104,743
Loss on Asset Dispositions and Impairments, Net(17,588)
Operating Loss$(71,639)
As of December 31, 2020
Property and Equipment:
Historical cost$257,592$262,998$361,514$130,769$1,012,873
Accumulated depreciation(134,391)(68,486)(75,349)(13,312)(291,538)
$123,201$194,512$286,165$117,457$721,335
Total Assets(1)$164,656$227,894$289,314$179,942$861,806
Column 1Column 2
(1)Total assets excludes $105.6 million of corporate assets, and $50.2 million of assets of discontinued operations.
Column 1Column 2
(2)In prior periods Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

46

United States (primarily Gulf of Mexico)Africa and Europe, Continuing Operations (2)Middle East and AsiaLatin AmericaTotal
For the year ended December 31, 2019
Time Charter Statistics:
Average Rates Per Day$14,701$10,603$8,556$9,449$10,369
Fleet Utilization27%84%79%69%60%
Fleet Available Days9,6635,8668,0081,76925,306
Operating Revenues:
Time charter$38,955$52,325$54,312$11,460$157,052
Bareboat charter1,5623,5695,131
Other3,8065,4051,6691,39012,270
44,32357,73055,98116,419174,453
Direct Costs and Expenses:
Operating:
Personnel$17,491$17,327$16,698$4,459$55,975
Repairs and maintenance7,5835,2887,1821,34821,401
Drydocking4,5944936001615,848
Insurance and loss reserves2,3701,4921,4493115,622
Fuel, lubes and supplies2,9363,7262,9041,05610,622
Other3935,3853,0951,18210,055
35,36733,71131,9288,517109,523
Direct Vessel Profit$8,956$24,019$24,053$7,902$64,930
Other Costs and Expenses:
Lease expense$10,894$4,763$173$10$15,840
Administrative and general39,791
Depreciation and amortization$21,947$12,614$16,400$6,20557,166
112,797
Loss on Asset Dispositions and Impairments, Net(6,461)
Operating Loss$(54,328)
As of December 31, 2019
Property and Equipment:
Historical cost$297,392$251,652$292,446$57,534$899,024
Accumulated depreciation(157,514)(62,125)(73,039)(16,239)(308,917)
$139,878$189,527$219,407$41,295$590,107
Total Assets(1)$224,229$226,071$250,890$116,736$817,926
Column 1Column 2
(1)Total assets excludes $145.5 million of corporate assets, and $45.7 million of assets of discontinued operations.
Column 1Column 2
(2)In prior periods Africa and Europe were reported as separate segments. Due to the sale of Windcat Workboats, the Company’s European operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather are analyzed as part of the Africa and Europe segment. As a result, for purposes of segment reporting European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment.

47

The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

AHTSFSVSupplySpecialtyLiftboats (1)Other ActivityTotal
For the year ended December 31, 2021
Time Charter Statistics:
Average Rates Per Day$10,349$8,213$11,792$1,732$24,574$$11,712
Fleet Utilization64%70%75%48%46%%66%
Fleet Available Days2,1908,7225,3443654,22920,850
Operating Revenues:
Time charter$14,591$50,348$47,253$301$47,342$$159,835
Bareboat charter1,5492,4844,033
Other marine services(567)(968)1,094353,6033,8767,073
14,02450,92948,34733653,4293,876170,941
Direct Costs and Expenses:
Operating:
Personnel$5,470$19,012$19,081$229$15,823$305$59,920
Repairs and maintenance2,3649,6177,443914,5732924,117
Drydocking1,1603,8153131,0596,347
Insurance and loss reserves6341,6911,785134,711(167)8,667
Fuel, lubes and supplies1,1924,6254,256211,930912,033
Other1,6786,9584,7091053,147(275)16,322
12,49845,71837,58745931,243(99)127,406
Other Costs and Expenses:
Lease expense$1,469$1,750$$$1,586$1,280$6,085
Administrative and general37,639
Depreciation and amortization$1,978$19,885$12,217$$21,171$2,14457,395
101,119
Gain on Asset Dispositions and Impairments, Net20,436
Operating Loss$(37,148)
As of December 31, 2021
Property and Equipment:
Historical cost$50,189$362,952$282,305$3,163$303,277$23,398$1,025,284
Accumulated depreciation(33,757)(117,085)(20,656)(3,138)(122,015)(20,646)(317,297)
$16,432$245,867$261,649$25$181,262$2,752$707,987
Column 1Column 2
(1)In 2021, the Company removed from service four vessels (four liftboats) in this class. Liftboats statistics reflect the removed from service status of these vessels.

48

AHTSFSVSupplySpecialtyLiftboatsOther ActivityTotal
For the year ended December 31, 2020
Time Charter Statistics:
Average Rates Per Day$7,910$8,408$10,335$2,014$26,180$$10,905
Fleet Utilization45%68%72%56%28%%55%
Fleet Available Days2,6619,5473,5766505,81622,250
Operating Revenues:
Time charter$9,438$54,725$26,488$738$42,065$$133,454
Bareboat charter2,910(55)2,855
Other marine services708(1,266)452(29)1,2674,3965,528
10,14656,36926,88570943,3324,396141,837
Direct Costs and Expenses:
Operating:
Personnel$3,844$17,414$9,982$273$15,347$1,488$48,348
Repairs and maintenance2,0617,4462,4262892,20523414,661
Drydocking8481,8091951,4174,269
Insurance and loss reserves5421,460641473,317(244)5,763
Fuel, lubes and supplies7903,8961,561351,5522948,128
Other1,5055,7772,8702752,546(2,997)9,976
9,59037,80217,67591926,384(1,225)91,145
Other Costs and Expenses:
Operating:
Lease expense$3,366$1,407$$$1,591$1,161$7,525
Administrative and general40,051
Depreciation and amortization$2,050$20,741$7,520$1,978$24,198$68057,167
104,743
Loss on Asset Dispositions and Impairments, Net(17,588)
Operating Loss$(71,639)
As of December 31, 2020
Property and Equipment:
Historical cost$50,189$375,746$238,624$3,163$321,751$23,400$1,012,873
Accumulated depreciation(31,778)(104,739)(15,991)(3,138)(117,364)(18,528)(291,538)
$18,411$271,007$222,633$25$204,387$4,872$721,335

49

AHTSFSVSupplySpecialtyLiftboatsOther ActivityTotal
For the year ended December 31, 2019
Time Charter Statistics:
Average Rates Per Day$7,961$7,910$6,948$1,957$22,509$$10,369
Fleet Utilization46%74%72%28%42%%60%
Fleet Available Days3,25112,6611,7231,0956,57625,306
Operating Revenues:
Time charter$12,008$73,748$8,672$610$62,014$$157,052
Bareboat charter1,5623,5695,131
Other marine services1,652(670)3,025(3)5,0883,17812,270
13,66074,64015,26660767,1023,178174,453
Direct Costs and Expenses:
Operating:
Personnel$6,021$21,864$5,930$411$19,869$1,880$55,975
Repairs and maintenance2,1169,0962,1392427,44935921,401
Drydocking1798163874,46515,848
Insurance and loss reserves7751,599314733,000(139)5,622
Fuel, lubes and supplies7215,1971,079323,5306310,622
Other1,7736,4822,3574321,254(2,243)10,055
11,58545,05412,2061,19039,567(79)109,523
Other Costs and Expenses:
Lease expense$5,295$1,407$1,649$$5,990$1,499$15,840
Administrative and general39,791
Depreciation and amortization$2,240$22,966$4,249$1,305$24,491$1,91557,166
112,797
Loss on Asset Dispositions and Impairments, Net(6,461)
Operating Loss$(54,328)
As of December 31, 2019
Property and Equipment:
Historical cost$94,078$388,460$44,958$19,837$327,028$24,663$899,024
Accumulated depreciation(73,095)(101,295)(8,471)(14,984)(93,166)(17,906)(308,917)
$20,983$287,165$36,487$4,853$233,862$6,757$590,107

50

Operating Income (Loss)

United States, primarily Gulf of Mexico. For the years ended December 31, the Company’s direct vessel profit (loss) in the U.S. as follows (in thousands, except statistics):

202120202019
Time Charter Statistics:
Rates Per Day Worked:
AHTS$31,134$$7,155
FSV10,2437,3758,768
Supply7,380
Liftboats14,98022,84419,563
Specialty
Overall16,86619,09214,701
Utilization:
AHTS18%%9%
FSV8%8%39%
Supply%10%%
Liftboats (1)25%9%29%
Specialty%%%
Overall19%7%27%
Available Days:
AHTS7301,0951,457
FSV1,0571,4862,689
Supply11544
Specialty224365
Liftboats (1)2,8334,5265,152
Overall4,7357,3749,663
Operating revenues:
Time charter$15,48775%$9,87365%$38,95588%
Bareboat charter1,5498%2,91019%1,5623%
Other marine services3,60717%2,42216%3,8069%
20,643100%15,205100%44,323100%
Direct operating expenses:
Personnel8,83643%10,06566%17,49139%
Repairs and maintenance3,39416%1,65511%7,58317%
Drydocking2,08210%1,1678%4,59410%
Insurance and loss reserves2,63213%1,77412%2,3705%
Fuel, lubes and supplies1,2046%1,1728%2,9367%
Other6483%3732%3931%
18,79691%16,206107%35,36780%
Direct Vessel (Loss) Profit$1,8479%$(1,001)-7%$8,95620%
Column 1Column 2
(4)In 2021, the Company removed from service four vessels (four liftboats) in this region. Regional statistics reflect the removed from service status of these vessels.

2021 compared with 2020

Operating Revenues. Charter revenues were $4.3 million higher in 2021 compared with 2020. Charter revenues were $7.9 million higher due to improved utilization of the core fleet. Charter revenues were $3.1 million lower due to the repositioning of vessels between geographic regions and $0.5 million lower due to net fleet dispositions. Other marine services were $1.2 million higher primarily due to higher management fees and liftboat catering revenues. As of December 31, 2021, the Company had four of 14 owned and leased-in vessels (one AHTS vessels, one FSV, and two liftboats) cold-stacked in this region compared with 15 of 20 vessels as of December 31, 2020. In addition, the Company had four liftboats removed from service in this region as of December 31, 2021.

51

Direct Operating Expenses. Direct operating expenses were $2.6 million higher in 2021 compared with 2020. Direct operating expenses were $4.6 million higher for the core fleet, primarily due to reactivation of vessels from cold-stacked status. Direct operating expenses were $1.6 million lower due to net fleet dispositions, and $0.4 million lower due to the repositioning of vessels between geographic regions.

2020 compared with 2019

Operating Revenues. Time charter and bareboat charter revenues were $27.7 million lower in 2020 compared with 2019. On an overall basis, charter revenues were $21.5 million lower due to lower utilization of the core fleet and $6.2 million lower due to net fleet dispositions. Other marine services were $1.4 million lower primarily due to lower liftboat catering revenues. As of December 31, 2020, the Company had 15 of 20 owned and leased-in vessels cold-stacked in this region (two AHTS, four FSVs, and nine liftboats) compared with 14 of 25 vessels as of December 31, 2019.

Direct Operating Expenses. Direct operating expenses were $19.2 million lower in 2020 compared with 2019. Direct operating expenses were $15.4 million lower for the core fleet, primarily due to reduced personnel, repair and drydocking cost, and $3.8 million lower due to net fleet dispositions.

Africa and Europe, continuing operations. For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics):

202120202019
Time Charter Statistics:
Rates Per Day Worked:
AHTS$8,649$8,208$8,753
FSV9,1079,1089,840
Supply10,5088,7268,429
Specialty
Liftboat34,85634,01535,001
Overall10,33410,85610,603
Utilization:
AHTS98%85%94%
FSV75%78%85%
Supply59%52%88%
Specialty%%%
Liftboat78%95%80%
Overall77%76%84%
Available Days:
AHTS1,0951,2001,095
FSV3,3223,6613,518
Supply883550962
Specialty
Liftboat249366291
Overall5,5495,7775,866
Operating revenues:
Time charter$44,268103%$47,723100%$52,32591%
Bareboat charter(55)0%0%
Other marine services(1,338)-3%(135)0%5,4059%
42,930100%47,533100%57,730100%
Direct operating expenses:
Personnel13,90332%13,39728%17,32730%
Repairs and maintenance6,77216%5,64312%5,2889%
Drydocking1,1593%2,0144%4931%
Insurance and loss reserves1,3533%1,8064%1,4923%
Fuel, lubes and supplies4,10910%3,2607%3,7266%
Other5,81514%1,3433%5,3859%
33,11177%27,46358%33,71158%
Direct Vessel Profit$9,81923%$20,07042%$24,01942%

52

2021 compared with 2020

Operating Revenues. Charter revenues were $3.4 million lower in 2021 compared with 2020. Charter revenues were $5.4 million lower due to the repositioning of vessels between geographic regions and $2.0 million higher due to net fleet additions. Other marine services were $1.2 million lower primarily due to commission charges. As of December 31, 2021, the Company had no owned and leased-in vessels cold stacked in this region, compared with 4 of 16 vessels as of December 31, 2020.

Direct Operating Expenses. Direct operating expenses were $5.6 million higher in 2021 compared with 2020, primarily due to higher operating costs in West Africa and the reactivation of vessels from cold-stacked status.

2020 compared with 2019

Operating Revenues. Time charter revenues were $4.7 million lower in 2020 compared with 2019. On an overall basis, time charter revenues were $3.9 million lower due to the effect of cold-stacking vessels, $3.5 million lower due to net fleet dispositions, $1.2 million higher due to the repositioning of vessels between geographic regions, and $1.1 million lower for the core fleet primarily due to reduced utilization. Charter revenues were $2.6 million higher and other marine services were $1.9 million lower, primarily due to one vessel commencing a time charter after previously having revenues recognized only on receipt of cash (and therefore included in other marine services) due to collection concerns. Also, other marine services were $3.6 million lower in 2020 compared with 2019, primarily due to the termination of a charter of a PSV from a joint venture. As of December 31, 2020, the Company had four of 16 owned and leased-in vessels cold stacked in this region (two PSVs, two FSVs).

Direct Operating Expenses. Direct operating expenses were $6.2 million lower in 2020 compared with 2019. Direct operating expenses were $4.2 million lower due to net fleet dispositions and $1.4 million lower due to the repositioning of vessels between geographic regions, and $0.4 million higher for the core fleet primarily due to the timing of dry dockings and certain repair expenditures. Vessel operating expenses were $1.0 million lower in 2020 compared to 2019, primarily due to the termination of a charter-in of a PSV from a joint venture.

53

Middle East and Asia. For the years ended December 31, the Company’s direct vessel profit (loss) in the Middle East and Asia was as follows (in thousands, except statistics):

202120202019
Time Charter Statistics:
Rates Per Day Worked:
AHTS$5,732$6,153$5,873
FSV7,4938,0146,582
Supply7,5957,2155,087
Specialty1,7322,0141,957
Liftboats25,29826,85527,177
Overall9,6319,7498,556
Utilization:
AHTS56%47%49%
FSV80%78%87%
Supply73%73%73%
Specialty48%86%43%
Liftboats100%93%100%
Overall77%77%79%
Available Days:
AHTS365366699
FSV3,6133,5335,088
Supply2,0951,875761
Specialty365426730
Liftboats730732730
Overall7,1686,9328,008
Operating revenues:
Time charter$53,14699%$52,05296%$54,31297%
Other marine services5261%2,1574%1,6693%
53,672100%54,209100%55,981100%
Direct operating expenses:
Personnel22,19141%18,18834%16,69830%
Repairs and maintenance6,70112%5,23210%7,18213%
Drydocking2,6395%7591%6001%
Insurance and loss reserves2,4815%1,7213%1,4493%
Fuel, lubes and supplies3,4596%2,7065%2,9045%
Other6,15811%6,89113%3,0956%
43,62981%35,49765%31,92857%
Direct Vessel Profit$10,04319%$18,71235%$24,05343%

2021 compared with 2020

Operating Revenues. Charter revenues were $1.1 million higher in 2021 compared with 2020. Charter revenues were $2.3 million higher due to the repositioning of vessels between geographic regions and $1.4 million due to net fleet additions. Charter revenues were $2.6 million lower due to the cold stacking of one vessel and due to the timing of major repairs and dry dockings. Other marine services were $1.6 million lower primarily due to lower management fee revenues. As of December 31, 2021, the Company had one of 20 owned and leased-in vessels cold-stacked in this region (one Specialty), compared with three of 20 vessels as of December 31, 2020.

Direct Operating Expenses. Direct operating expenses were $8.1 million higher in 2021 compared with 2020. Direct operating expenses were $3.9 million higher for the core fleet, primarily due to higher operating costs in Saudi Arabia and the timing of dry dockings and certain repair expenditures, $2.4 million higher due to net fleet additions and $1.8 million higher due to the repositioning of vessels between geographic regions.

54

2020 compared with 2019

Operating Revenues. Time charter revenues were $2.2 million lower in 2020 compared with 2019. Time charter revenues were $3.6 million lower for the core fleet, primarily due to reduced utilization, and $1.4 million higher due to net fleet additions. As of December 31, 2020, the Company had three of 20 owned and leased-in vessels cold-stacked in this region (two Supply vessels and one FSV).

Direct Operating Expenses. Direct operating expenses were $3.6 million higher in 2020 compared with 2019. Direct operating expenses were $2.1 million higher for the core fleet, and $1.5 million higher due to net fleet additions.

Latin America. For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics):

202120202019
Time Charter Statistics:
Rates Per Day Worked:
FSV$7,707$7,435$7,059
Supply15,41514,906
Liftboats38,24115,91316,259
Overall16,03511,9899,449
Utilization:
FSV91%92%66%
Supply87%91%%
Liftboats73%95%78%
Overall86%92%69%
Available Days:
FSV7308671,366
Supply2,2511,108
Liftboats417192403
Overall3,3972,1671,769
Operating revenues:
Time charter$46,93487%$23,80696%$11,46070%
Bareboat charter2,4845%0%3,56922%
Other marine services4,2788%1,0844%1,3908%
53,696100%24,890100%16,419100%
Direct operating expenses:
Personnel14,99028%6,69827%4,45927%
Repairs and maintenance7,25014%2,1319%1,3488%
Drydocking4671%3291%1611%
Insurance and loss reserves2,2014%4622%3112%
Fuel, lubes and supplies3,2616%9904%1,0566%
Other3,7017%1,3696%1,1827%
31,87059%11,97948%8,51752%
Direct Vessel Profit$21,82641%$12,91152%$7,90248%

2021 compared with 2020

Operating Revenues. Charter revenues were $25.6 million higher in 2021 compared with 2020. Charter revenues were $16.5 million higher due to net fleet additions as a result of the consolidation of SEACOR Offshore Delta (f/k/a SEACOSCO) after the Company acquired its partner’s interest in the company (see “Note 3. Business Acquisitions”) and $9.1 million higher due to the repositioning of vessels between geographic regions. Other marine services were $3.2 million higher due to higher reimbursable meals, higher management fees, and higher mobilization revenues of $1.3 million, $1.3 million and $0.6 million, respectively. As of December 31, 2021, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $19.9 million higher in 2021 compared with 2020, primarily due to net fleet additions and the repositioning of vessels between geographic regions.

55

2020 compared with 2019

Operating Revenues. Total operating revenues were $8.5 million higher in 2020 compared with 2019. On an overall basis, time charter and bareboat revenues were $14.7 million higher due to fleet additions, $3.6 million lower due to the sale of two vessels on bareboat charter, and $2.6 million lower due to the repositioning of vessels between geographic regions. As of December 31, 2020, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $3.5 million higher in 2020 compared with 2019. On an overall basis, direct operating expenses were $6.9 million higher due to net fleet additions and $3.4 million lower due to the repositioning of vessels between geographic regions.

Lease Expense. Leased-in equipment expenses were $1.4 million lower compared with 2020, primarily due to the impairment of two leased-in vessels during the first quarter of 2020 and the amendment of the lease of one leased-in vessel during the third quarter of 2020 to lower rates. Leased-in expenses were $8.3 million lower for 2020 compared with 2019 primarily due to the impairment of three leased-in vessels and one leased-in vessel having been returned to the lessor in the first quarter of 2020.

Administrative and general. Administrative and general expenses were $2.4 million lower in 2021 compared with 2020, primarily due to a $3.0 million transaction fee paid in 2020 to SEACOR Holdings under the Tax Refund and Indemnification Agreement entered into by the Company and SEACOR Holdings on June 26, 2020 (the “Tax Refund Agreement”).

Administrative and general expenses were $0.3 million higher in 2020 compared with 2019 primarily due to a transaction fee paid to SEACOR Holdings under the Tax Refund Agreement, offset by decreases in employee and director compensation expenses.

Depreciation and amortization. Depreciation and amortization expenses were $0.2 million higher in 2021 compared with 2020 primarily due to net fleet change. Depreciation and amortization expenses were flat when comparing 2020 with 2019.

Gains (Losses) on Asset Dispositions and Impairments, Net. During 2021, the Company recorded no impairment charges associated with its fleet. The Company sold one PSV vessel, three FSVs and set off debt payments with hull and machinery insurance proceeds received in respect of the SEACOR Power of $25.0 million, for a total of $30.1 million in cash, resulting in gains of $20.9 million all of which was recognized currently. The insurance proceeds from the SEACOR Power were primarily used to repay associated debt under the FGUSA Credit Facility as defined and described in “Note 8. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

During 2020, the Company recorded impairment charges of $13.5 million associated with its liftboat fleet (five owned and two leased-in vessels), one specialty vessel and recognized net losses of $5.3 million ($4.8 million loss due to the disposal of one vessel under construction, and $0.5 million loss due to the redelivery of one leased-in AHTS vessel and one leased-in liftboat). The Company sold two AHTS vessels and one specialty vessel previously removed from service, four FSVs, one specialty, one vessel under construction and other equipment for $21.6 million and gains of $1.2 million.

During 2019, the Company recorded impairment charges of $12.0 million associated with its AHTS fleet (four owned and one leased vessel), four FSVs and one leased-in supply vessel. The Company sold one AHTS vessel, seven FSVs, five supply vessels and three liftboats. In addition, the Company sold five AHTS vessels and one specialty vessel previously retired and removed from service and other equipment for aggregate net proceeds of $55.3 million and gains of $5.5 million.

Other (Expense) Income, Net

For the years ended December 31, the Company’s other income (expense) was as follows (in thousands):

202120202019
Other Income (Expense):
Interest income$1,302$1,273$1,389
Interest expense(28,111)(30,691)(28,956)
SEACOR Holdings guarantee fees(7)(47)(108)
Gain on debt extinguishment61,994
Derivative gains, net3914,31071
Foreign currency losses, net(1,235)(1,294)(2,541)
Other, net9,441(19)(1)
$43,775$(26,468)$(30,146)

56

Interest Income. Interest income in 2021 increased primarily due to a tax refund on a portion of interest paid. Interest income in 2020 was lower due to decreases in interest income from the Company’s construction reserve funds deposits which were substantially lower offset by increased income due to interest earned on loans and advances to Joint Ventures.

Interest expense. Interest expense was lower in 2021 compared to 2020 primarily due to the repayment of the FGUSA Credit Facility in June 2021 and lower interest rates on floating rate debt. This decrease was offset by increases in interest associated with the SEACOR Alpine Shipyard Financing following delivery of one PSV in 2020 and increases in interest associated with the Tarahumara Shipyard Financing following delivery of one PSV in 2021, as described in “Note 8. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Interest expense was higher in 2020 compared to 2019 primarily due to the debt acquired in connection with the Company’s acquisition 100% of SEACOR Offshore Delta (f/k/a SEACOSCO), and partially offset due to lower interest rates on floating rate debt and payments of principal on outstanding debt.

SEACOR Holdings guarantee fees. As of December 31, 2021, SEACOR Holdings had no outstanding guarantees in respect of certain of the Company’s obligations. See “Contractual Obligations and Commercial Commitments.”

Gain on debt extinguishment. On June 10, 2021, SEACOR Marine, Falcon Global USA LLC, an indirect subsidiary of SEACOR Marine (“FGUSA”), and certain subsidiaries of FGUSA, entered into the Conditional Payoff Agreement in respect of the (i) FGUSA Credit Facility and (ii) FGUSA Obligation Guaranty. (See “Note 8. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information).

Derivative gains, net. Net derivative gains in 2021 compared to 2020 was lower due to the fair value of the conversion option liability associated with the Convertible Senior Notes decreasing from $5.2 million to zero in 2020 offset by gains realized on foreign currency forwards in 2021. For all periods, derivative gains were primarily due to reductions in the fair value of the Company’s conversion option liability embedded in the Company’s Convertible Senior Notes. The reductions in the conversion option liability were primarily the result of declines in the Company’s share price and estimated credit spread.

Foreign currency losses, net. Foreign currency losses in 2021 were lower primarily due to various changes in foreign currencies.

Gain from return of investments in 50% or less owned companies and other, net. Other gains during 2021 were primarily due to a distribution of $12.0 million from the Company’s MEXMAR Offshore joint venture of which $9.4 million was in excess of the Company’s investment in the joint venture.

Income Tax Benefit

For the year ending December 31, 2021, the Company’s effective income tax rate of 173.4% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign subsidiaries with current losses for which there is no current or future federal income tax benefit available.

For the year ending December 31, 2020, the Company’s effective income tax rate of 23.4% was primarily due to income tax benefits recognized as a result of the CARES Act signed into law in March 2020, as well as taxes provided on income attributable to noncontrolling interests, foreign sourced income not subject to U.S. income taxes, foreign taxes not creditable against U.S. income taxes, and the adjustment for the acquisition of the remaining minority membership interest in Falcon Global Holdings.

For the year ended December 31, 2019 the Company’s effective income tax rate of 9.4% was lower than the Company’s statutory tax rate of 21% primarily due to foreign subsidiaries with current losses for which there is no current or future federal income tax benefit.

57

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

For the years ended December 31, the Company’s equity in earnings (losses) from continuing operations of 50% or less owned companies, net of tax, was as follows (in thousands):

202120202019
MexMar$10,491$(4,056)$1,054
MEXMAR Offshore2,563(4,901)
Offshore Vessel Holdings809(4,053)(848)
OSV Partners(1,343)(1,575)(1,497)
SEACOR Grant DIS403
Dynamic Offshore Drilling(2,263)
SEACOR Offshore Delta (f/k/a SEACOSCO)(1,703)(7,118)
SEACOR Arabia1,0303,3731,071
Other1,528(149)(360)
$15,078$(8,163)$(14,459)

2021 compared with 2020

MexMar. Equity earnings from MexMar was higher by $14.5 million in 2021 as compared to 2020 primarily due to a  provision for doubtful accounts recorded in 2020 related to a default of a loan provided by MexMar to UP Offshore (Bahamas) Ltd (“UP Offshore”), a wholly owned subsidiary of MEXMAR Offshore (which is a separate joint venture of the Company).

MEXMAR Offshore. On June 1, 2021, MEXMAR Offshore International LLC (“MEXMAR Offshore”), a joint venture 49% owned by an indirect wholly-owned subsidiary of SEACOR Marine, and 51% owned by a subsidiary of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”), UP Offshore (Bahamas) Ltd. (“UP Offshore”), a provider of offshore support vessel services to the energy industry in Brazil and a wholly owned subsidiary of MEXMAR Offshore, and certain of subsidiaries of UP Offshore, completed the sale of eight vessels and certain Brazilian entities to Oceanpact Servicos Maritimos S.A. and its subsidiary, OceanPact Netherlands B.V., for a total purchase price of $30.2 million (the “UP Offshore Sale Transaction”). The UP Offshore Sale Transaction resulted in an equity earnings gain from 50% or less owned companies of $2.6 million.

On July 23, 2021, the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million. The excess was recorded by the Company as a gain from return of investments in 50% or less owned companies. After giving effect to the UP Offshore Sale Transaction, MEXMAR Offshore, indirectly through certain subsidiaries of UP Offshore, retained ownership of three vessels. As part of the winddown of the MEXMAR Offshore joint venture, ownership of two of these vessels was transferred from subsidiaries of UP Offshore to OVH on October 26, 2021, and the remaining vessel was transferred from a subsidiary of UP Offshore to OVH on November 2, 2021. Upon completion of these transactions, MEXMAR Offshore no longer held income producing assets and as a result, on December 9, 2021, the Company transferred its 49% interest in MEXMAR Offshore to a subsidiary of CME for nominal consideration and a transaction fee of $0.2 million. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore.

Offshore Vessel Holdings (“OVH”). Equity earnings increased by $4.9 million due to dividends received from OVH and lower maintenance and repair costs and depreciation and amortization expenses. As a result of equity losses in 2020, the Company had reduced its investment balance in OVH to zero in 2020.

OSV Partners. Equity losses from SEACOR OSV Partners GP LLC (“OSV Partners GP”) and SEACOR OSV Partners I LP LLC (“OSV Partners I, and collectively with OSV Partners GP, “OSV Partners”) decreased by $0.2 million, primarily due to higher utilization and an increase in the overall day rate. On December 31, 2021, OSV Partners I merged with and into SEACOR Offshore OSV with SEACOR Offshore OSV surviving the merger (the “Merger”). As a result of the Merger, the five 201’, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company.

SEACOR Arabia. The decrease of $2.3 million in equity gains from SEACOR Marine Arabia was due to reduced revenues and higher operating costs.

2020 compared with 2019

MexMar. Equity earnings from MexMar decreased by $5.1 million as compared to 2019 due to an increase in the provision for doubtful accounts due to a default on a loan agreement with UP Offshore (Bahamas) Ltd (“UP Offshore”), a wholly owned subsidiary of MEXMAR Offshore.

MEXMAR Offshore. Equity losses from MEXMAR Offshore increased by $4.9 million due to losses in the value of the investment.

58

Offshore Vessel Holdings (“OVH”). Equity losses increased by $3.2 million due to higher maintenance and repair costs, depreciation and amortization primarily due to the addition of vessels operated under financial leases and increasing financial and other expenses.

OSV Partners Equity losses from SEACOR OSV Partners GP LLC (“OSV Partners GP”) and SEACOR OSV Partners I LP LLC (“OSV Partners I, and collectively with OSV Partners GP, “OSV Partners”) increased by less than $0.1 million, primarily due to utilization.

SEACOR Grant DIS. Change in equity earnings from SEACOR Grant DIS LLC (“SEACOR Grant DIS”) was due to the joint venture dissolution in 2019.

Dynamic Offshore Drilling. The investment in Dynamic Offshore Drilling Limited (“Dynamic Offshore Drilling”) was fully impaired in 2019.

SEACOR Offshore Delta (f/k/a SEACOSCO). The decrease of $5.4 million in equity losses from SEACOR Offshore Delta LLC (“SEACOR Offshore Delta”) was primarily due to the acquisition of and consolidation of the joint venture in July 2020.

SEACOR Arabia. The increase of $2.3 million in equity gains from SEACOR Marine Arabia was due to increased revenues and recording of a true-up of fees related to the management agreement with our joint venture partner of $0.9 million recognized in 2020.

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, construction reserve funds and cash flows from operations. 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 December 31, 2021, the Company had unfunded capital commitments of $0.9 million for miscellaneous vessel equipment payable during 2022. The Company has indefinitely deferred an additional $9.4 million of orders with respect to one FSV that the Company had previously reported as unfunded capital commitments.

As of December 31, 2021, the Company had outstanding debt of $364.4 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of December 31, 2021 are as follows (in thousands):

Actual
2022$31,602
2023252,247
202444,334
202512,629
202611,365
Years subsequent to 202648,778
$400,955

As of December 31, 2021, the Company held balances of cash, cash equivalents, restricted cash and construction reserve funds totaling $41.2 million compared to $36.0 million as of December 31, 2020. There was no balance in construction reserve funds as of December 31, 2021 and $4.2 million of construction reserve funds held as cash as of December 31, 2020. Additionally, the Company had $1.2 million available borrowing capacity under subsidiary credit facilities as of December 31, 2021. In January 2021, the Company received cash proceeds of $42.6 million for the sale of Windcat Workboats. In addition, as a result of the CARES Act and the entry into the Tax Refund Agreement, the Company received cash tax refunds of approximately $32.3 million (including $1.1 million of interest paid by the IRS in respect of refund payment delays due in part to the COVID-19 pandemic) in 2020 and 2021. These tax refunds are subject to the terms of the Tax Refund Agreement, which does not restrict the use of approximately $23.1 million of the refund, with the remaining $8.1 million required to be deposited into an account to be used to satisfy certain of the Company’s obligations that remain guaranteed by SEACOR Holdings. As of December 31, 2021, the Company has applied all of the amount deposited to satisfy these obligations in full.

59

For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands):

202120202019
Cash flows provided by or (used in):
Operating Activities$8,973$(29,722)$1,662
Investing Activities71,8003,82331,030
Financing Activities(78,898)(22,599)(25,942)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents(22)30(16,619)
Net increase in Cash, Restricted Cash and Cash Equivalents from Discontinued Operations(171)95964
Net Increase (Decrease) in Cash, Restricted Cash and Cash Equivalents$1,682$(47,509)$(9,805)

Operating Activities

Cash flows provided by operating activities increased by $38.7 million in 2021 compared with 2020. The biggest driver of the increase in cash flows provided by operations was the receipt of tax refunds under the CARES Act as described above and in “Note 9. Income Taxes” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands):

202120202019
DVP:
United States, primarily Gulf of Mexico$1,847$(1,001)$8,956
Africa and Europe, Continuing Operations9,81920,07024,019
Middle East and Asia10,04318,71224,053
Latin America21,82612,9117,902
Operating, leased-in equipment(7,456)(14,785)(19,151)
Administrative and general (excluding provisions for bad debts and amortization of share awards)(31,774)(35,752)(35,149)
SEACOR Holdings management and guarantee fees(7)(47)(108)
Other, net (excluding non-cash losses)168(19)(1)
Dividends received from 50% or less owned companies5,3322,1172,073
9,7982,20612,594
Changes in operating assets and liabilities before interest and income taxes(9,092)(9,376)7,324
Director share awards435755894
Restricted stock vested(272)(178)(577)
Cash settlements on derivative transactions, net(2,150)(1,331)(482)
Interest paid, excluding capitalized interest (1)(23,807)(21,977)(21,479)
Interest received1,3021,2731,389
Income taxes refunded, net32,759(1,094)1,999
Total cash flows (used in) provided by operating activities$8,973$(29,722)$1,662
Column 1Column 2
(1)During 2021, 2020 and 2019, capitalized interest paid and included in purchases of property and equipment for continuing operations was $0.3 million, $0.9 million, and $1.5 million, respectively.

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 2021, net cash provided by investing activities was $71.8 million primarily as a result of the following:

Column 1Column 2Column 3
capital expenditures were $7.0 million. Equipment deliveries during the period included a total of one PSVs through construction;
Column 1Column 2Column 3
the Company sold three FSVs, one PSV and set off debt payments with hull and machinery insurance proceeds from the SEACOR Power of $25.0 million, for a total of $30.1 million;

60

Column 1Column 2Column 3
the Company completed the sale of Windcat Workboats for net proceeds of $38.7 million ($42.2 million cash, less $3.5 million cash held at Windcat Workboats that was included in the assets purchased by the Windcat Buyer);
Column 1Column 2Column 3
the Company made investments in, and advances to, its 50% or less owned companies of $3.0;
Column 1Column 2Column 3
the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million; and
Column 1Column 2Column 3
the Company received $3.3 million from investments in, and advances to, its 50% or less owned companies for principal payments on the notes;
Column 1Column 2Column 3
the Company received $0.2 million as part of an asset acquisition of a 50% or less owned company.

During 2020, net cash provided by investing activities was $3.8 million primarily comprised of the following:

Column 1Column 2Column 3
capital expenditures were $20.8 million. Equipment deliveries during the period included a total of four PSVs through construction;
Column 1Column 2Column 3
the Company sold two AHTS vessels and one specialty vessel previously retired and removed from service, four FSVs, one specialty vessel and one vessel under construction and other equipment for net proceeds of $21.6 million ($20.7 million cash and $0.9 million in previously received deposits);
Column 1Column 2Column 3
construction reserve funds account transactions included withdrawals of $9.2 million and a reclassification of $3.7 million to short-term cash deposits, which was expected to be utilized in 2021;
Column 1Column 2Column 3
the Company completed the acquisition of its joint venture SEACOR Offshore Delta (f/k/a SEACOSCO) and as a result, the Company owns 100% of the membership interests in SEACOR Offshore Delta (f/k/a SEACOSCO). The aggregate purchase price for the membership interests was $28.2 million, $8.4 million of which was paid to the sellers at the closing of the transaction and the remainder of which will be paid over the next four years;
Column 1Column 2Column 3
the Company made investments in, and advances to, its 50% or less owned companies of $2.2 million; and
Column 1Column 2Column 3
the Company received $1.7 million from investments in, and advances to, its 50% or less owned companies for principal payments on the notes.

During 2019, net cash provided by investing activities was $31.0 million primarily comprised of the following:

Column 1Column 2Column 3
capital expenditures were $44.8 million. Equipment deliveries during the period included a total of five FSVs (three purchased from managed entities, one from an outside party and one through construction); and two new construction PSVs;
Column 1Column 2Column 3
the Company sold six vessels removed from service (five AHTS vessels and one specialty), seven FSVs, five PSVs, three liftboats, one AHTS vessel and other equipment, resulting in $55.3 million in proceeds;
Column 1Column 2Column 3
proceeds from the sale of the emergency response and rescue vessels (“ERRV”) fleet, less cash retained by the purchaser was $22.3 million;
Column 1Column 2Column 3
loans and advances to investments in 50% or less owned companies of $17.4 million, including $13.6 million to the SEACOSCO joint venture; and
Column 1Column 2Column 3
net decrease in construction reserve funds of $15.2 million.

Financing Activities

During 2021, net cash used by financing activities was $78.9 million.

Column 1Column 2Column 3
The Company made scheduled payments on long-term debt and other obligations of $78.1 million; and
Column 1Column 2Column 3
the Company made payments on debt extinguishment costs of $0.8 million.

During 2020, net cash used by financing activities was $22.6 million.

Column 1Column 2Column 3
The Company made scheduled payments on long-term debt and obligations of $22.6 million.

During 2019, net cash used by financing activities was $25.9 million.

61

Column 1Column 2Column 3
The Company made scheduled payments on long-term debt and obligations of $24.0 million;
Column 1Column 2Column 3
the Company purchased subsidiary shares from holders of noncontrolling interests for $3.4 million; and
Column 1Column 2Column 3
the Company received $1.4 million from the exercise of stock options.

Short and Long-Term Liquidity Requirements and Outlook

The Company believes that a combination of cash balances on hand, construction reserve funds, cash generated from operating activities, availability under existing subsidiary financing arrangements and access to the credit and capital markets will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to medium term. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to the credit and capital markets on acceptable terms. Management will continue to closely monitor the Company’s liquidity and compliance with covenants in its credit facilities specifically as it relates to the COVID-19 pandemic.

The Company's primary credit facility requires the Company to maintain a minimum of $35.0 million of cash on hand (including restricted cash) at all times. As of December 31, 2021 the Company's cash balances used to test compliance with this covenant was $41.2 million. The Company believes that its currently available cash as well as cash from future operations and other sources such as asset sales and capital markets activity will be  sufficient to maintain compliance with this covenant for the foreseeable future.

While the COVID-19 pandemic has reduced the demand for the Company’s products and services, the COVID-19 pandemic has not had a material impact on the Company’s liquidity or on the Company’s ability to meet its financial maintenance covenants in its various credit facilities. However, if the effect of the COVID-19 pandemic on the Company's business becomes more severe, for example by further reducing demand for the Company’s products and services or causing customers not to make their payments on time, the Company may be required to seek amendments to the covenant to avoid a default under the facility.

Future Cash Requirements

The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments. Specifically, the Company expects its primary cash requirements for fiscal year 2022 to be as follows:

Column 1Column 2Column 3
Debt service — We expect to make principal and interest payments of approximately $48.5 million during fiscal year 2022 under our currently outstanding debt facilities.
Column 1Column 2Column 3
Capital expenditures — At this time, we do not expect to make any capital expenditures during fiscal year 2022 although if market dynamics change substantially or an appropriate opportunity arises we may determine to make such expenditures at that time.
Column 1Column 2Column 3
Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $0.8 million during fiscal year 2022.
Column 1Column 2Column 3
Lease payments — We expect to make lease payments of approximately $2.3 million for our operating and finance leases during fiscal year 2022 under our currently effective leases.

In addition to the matters identified above, in the ordinary course of business, the Company may be involved in litigation, claims, government inquiries, investigations and proceedings relating to commercial, employment, environmental and regulatory matters. An unfavorable resolution in this or other matters could have a material adverse effect on the Company's future cash requirements.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 8. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

62

Effects of Inflation

The Company’s operations expose it to the effects of inflation. In the event that inflation becomes a significant factor in the world economy, inflationary pressures could result in increased operating and financing costs. For example, the pressures of inflation have increased our costs of labor and may continue to do so.

Contingencies

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the U.K.: the MNOPF and the 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 December 31, 2021, all invoices related to MNOPF and MNRPF have been settled in full.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. The MNRPF has indicated that the investigations into these issues remain ongoing, and that further updates will be provided as significant developments arise. Should such additional liabilities require the MNRPF to collect additional funds from participating employers, it is possible that the Company will be invoiced for a portion of such funds and recognize payroll related operating expenses in the periods invoices are received.

SEACOR Power. On April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company. The incident also resulted in the constructive total loss of the SEACOR Power. The Company is responsible for the salvage operations related to the vessel and is coordinating these efforts with the USCG. The salvage operations are currently ongoing and the Company expects salvage costs to be covered by insurance proceeds.

The capsizing of the SEACOR Power garnered significant attention from the media as well as local, state and federal politicians. The NTSB and the USCG are currently investigating the incident to determine the cause of the incident and the Company is fully cooperating with the investigations in all respects and continues to gather information about the incident. It is expected that the NTSB and USCG investigations will take a significant period of time to complete, possibly as much as two years or longer. Numerous civil lawsuits have been filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by the third parties. On June 2, 2021, the Company filed a Limitation of Liability Act complaint in federal court in the Eastern District of Louisiana (“Limitation Action”), which has the effect of enjoining all existing civil lawsuits and requiring the plaintiffs to file their claims relating to the capsizing of the SEACOR Power in the Limitation Action. There is significant uncertainty in the amount and timing of costs and potential liabilities relating to the incident involving the SEACOR Power, the impact the incident will have on the Company’s reputation and the resulting possible impact on the Company’s business.

Other. 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 such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Related Party Transactions

For a discussion of the Company’s transactions with related parties, see “Note 17. Related Party Transactions” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Critical 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.

63

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 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 net income (loss) as equity in earnings (losses) of 50% or less owned companies, net of tax.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the 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. Such estimates include those related to deferred revenues, allowance for credit loss accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. 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’s lease revenues are primarily from time charters and bareboat charters that are recognized ratably over the lease term as services are provided, typically on a per day basis. Under a time charter, the Company provides a vessel to a customer for a set term and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer for a set term and the customer assumes responsibility.

The Company also 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 efforts 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.

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, construction reserve funds and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

Trade and Other Receivables. Customers are primarily major integrated national and international oil companies and large independent oil and natural gas exploration and production 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 the 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. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.

64

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 assets that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date. As of December 31, 2021, the estimated useful life (in years) 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.

Business Combinations. For acquisitions constituting a business acquisition, the Company recognizes 100% of the fair value of assets acquired, liabilities assumed, and noncontrolling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income (loss) from the date of acquisition.  If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition.  The assets are measured based on their cost to the Company, including transaction costs. The acquisition cost is then allocated to the assets acquired based on their relative fair values.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the accompanying consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of loss. The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

Prior to 2017, SEACOR Marine was included in the consolidated U.S. federal income tax return of SEACOR Holdings. SEACOR Holdings’ policy for allocation of U.S. federal income taxes required its domestic subsidiaries included in the consolidated U.S. federal income tax return to compute their provision for U.S. federal income taxes on a separate company basis and settle with SEACOR Holdings.

In the normal course of business, the Company or SEACOR Holdings may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

65

Critical Accounting Estimates

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company’s derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive loss in the accompanying consolidated statements of comprehensive loss to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of loss as derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s 50% or less owned companies are also reported as a component of the Company’s other comprehensive loss in proportion to the Company’s ownership percentage, with reclassifications and ineffective portions being included in equity in earnings (losses) of 50% or less owned companies, net of tax, in the accompanying consolidated statements of loss.

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, 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. 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 and the effect COVID-19 has had on the timing of an estimated market recovery in the offshore oil and natural gas markets and upon any such recovery, the timing and cost of reactivating cold-stacked vessels. If market conditions decline further, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods.

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.

66