SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-37966

47-2564547

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX

77079

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code

(346) 980-1700

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

   SMHI

New York Stock Exchange (“NYSE”)

Exhibit No.

Description

99.1

Press Release of SEACOR Marine Holdings Inc. dated May 10, 2019

SEACOR Marine Holdings Inc.

May 10, 2019

By:

/s/ John Gellert

Name: John Gellert

Title: President and Chief Executive Officer

PRESS RELEASE

•

Total operating revenues increased 8.8% as compared with the first quarter of 2018, due to increases of 5.3% in average day rates and 8.0% in utilization.  The improved utilization reflected an increase of 5.0% in on hire days notwithstanding a decrease of 8.5% in the number of available days, compared with the first quarter 2018.   Operating loss decreased by $3.4 million to $21.0 million as compared with $24.4 million in the first quarter of 2018.

•

Consolidated direct vessel profit (“DVP”)⁽¹⁾ for the first quarter of 2019 decreased by $1.4 million to $12.0 million from $13.4  million in the first quarter of 2018 due to expensing approximately $4.4 million of mobilization and vessel upgrade costs incurred in the quarter to prepare and position vessels for long-term contracts without comparable expenses incurred in the 2018 quarter.  Excluding these costs, DVP would have been approximately $16.4 million in the first quarter of 2019, a 22.4% increase from the first quarter of 2018.

•

Total lease expense, which amounted to $4.1 million, was $0.8 million and $0.7 million higher compared to the first and fourth quarters of 2018, respectively. These increases reflect non-cash adjustments to lease expenses resulting from the implementation of the new lease accounting standard by the Company on January 1, 2019.

•

SEACOR Marine closed on three separate transactions which expanded its fleet.  One of the transactions led to 100% ownership of SEACOR Marine’s European wind business through the acquisition of the remaining minority interests.  Another of the transactions included the acquisition of three previously pooled fast support vessels (“FSVs”) which had pooling distributions of $2.6 million and $2.4 million in 2018 and 2017, respectively, and their acquisition will result in the elimination of the expense going forward. Subsequent to quarter end, we acquired a modern FSV operating in the U.S. under a long-term contract outside of the oil and gas sector.

(1)

Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability when applied to reportable segments and a non-GAAP measure when applied to individual vessels, fleet categories or the combined fleet.  DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its individual vessels, fleet categories, regions and combined fleet, without regard to financing decisions (depreciation for owned vessels vs. leased-in expense for leased-in vessels).  DVP is also useful when comparing the Company’s fleet performance against those of our competitors who may have differing fleet financing structures.  DVP has material limitations as an analytical tool in that it does not reflect all of the costs associated with the ownership and operation of our fleet, and it should not be considered in isolation or used as a substitute for our results as reported under GAAP.  See page 8 for reconciliation of DVP to GAAP Operating Income (Loss), its most comparable GAAP measure.

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(in thousands, except share data)

Three Months Ended March 31,

2019

2018

Operating Revenues

$

56,249

$

51,721

Costs and Expenses:

Operating

44,277

38,348

Administrative and general

12,000

12,374

Operating lease expense

4,148

3,258

Depreciation and amortization

17,193

19,512

77,618

73,492

Gains (Losses) on Asset Dispositions and Impairments, Net

359

(2,643

)

Operating Loss

(21,010

)

(24,414

)

Other Income (Expense):

Interest income

357

216

Interest expense

(7,735

)

(6,133

)

SEACOR Holdings guarantee fees

(29

)

(12

)

Derivative losses, net

(925

)

(11,516

)

Foreign currency gains, net

635

139

(7,697

)

(17,306

)

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

(28,707

)

(41,720

)

Income Tax Benefit

(3,831

)

(9,824

)

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

(24,876

)

(31,896

)

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

(3,397

)

208

Net Loss

(28,273

)

(31,688

)

Net Loss attributable to Noncontrolling Interests in Subsidiaries

(2,724

)

(2,855

)

Net Loss attributable to SEACOR Marine Holdings Inc.

$

(25,549

)

$

(28,833

)

Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc.

$

(1.11

)

$

(1.64

)

Weighted Average Common Shares and Warrants Outstanding:

Basic and Diluted

23,090,137

17,571,490

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONSOLIDATED RESULTS OF OPERATIONS

(in thousands, except share data)

Three Months Ended March 31,

2019

2018

Time Charter Statistics:

Average Rates Per Day Worked (excluding crew transfer)

$

9,451

$

9,071

Average Rates Per Day

$

7,371

$

7,001

Fleet Utilization (excluding crew transfer)

62

%

50

%

Fleet Utilization

61

%

53

%

Fleet Available Days (excluding crew transfer)

8,116

9,271

Fleet Available Days

11,536

12,601

Operating Revenues:

Time charter

$

52,127

93

%

$

47,142

91

%

Bareboat charter

1,143

2

%

1,143

2

%

Other marine services

2,979

5

%

3,436

7

%

$

56,249

100

%

51,721

100

%

Costs and Expenses:

Operating:

Personnel

22,756

40

%

21,676

42

%

Repairs and maintenance

9,006

16

%

7,073

14

%

Drydocking

2,879

5

%

2,257

4

%

Insurance and loss reserves

1,474

3

%

1,190

2

%

Fuel, lubes and supplies

3,753

7

%

3,545

7

%

Other

4,409

8

%

2,607

5

%

44,277

79

%

38,348

79

%

Administrative and general

12,000

21

%

12,374

24

%

Depreciation and amortization

17,193

31

%

19,512

38

%

Lease expense - operating

4,148

7

%

3,258

6.3

%

77,618

131

%

73,492

141

%

Gains (Losses) on Asset Dispositions and Impairments, Net

359

1

%

(2,643

)

(5

)%

Operating Loss

(21,010

)

(31

)%

(24,414

)

(46

)%

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF LOSS

(in thousands, except statistics and per share data)

Three Months Ended

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

Time Charter Statistics:

Average Rates Per Day Worked (excluding crew transfer)

$

9,451

$

9,852

$

10,186

$

9,742

$

9,071

Average Rates Per Day

$

7,371

$

7,447

$

7,323

$

7,324

$

7,001

Fleet Utilization (excluding crew transfer)

62

%

61

%

60

%

58

%

50

%

Fleet Utilization

61

%

63

%

68

%

62

%

53

%

Fleet Available Days (excluding crew transfer)

8,116

8,312

9,119

9,071

9,271

Fleet Available Days

11,536

11,808

12,617

12,528

12,601

Operating Revenues:

Time charter

$

52,127

$

55,382

$

62,902

$

56,826

$

47,142

Bareboat charter

1,143

1,168

1,168

1,156

1,143

Other marine services

2,979

14,382

6,185

2,719

3,436

$

56,249

$

70,932

70,255

$

60,701

$

51,721

Costs and Expenses:

Operating:

Personnel

22,756

23,598

25,021

24,733

21,676

Repairs and maintenance

9,006

7,928

9,208

9,070

7,073

Drydocking

2,879

1,396

4,822

3,112

2,257

Insurance and loss reserves

1,474

2,093

1,857

1,934

1,190

Fuel, lubes and supplies

3,753

4,618

4,690

4,122

3,545

Other

4,409

2,532

3,000

3,009

2,607

44,277

42,165

48,598

45,980

38,348

Direct Vessel Profit

11,972

28,767

21,657

14,721

13,373

Other Costs and Expenses:

Operating:

Lease expense

4,148

3,430

3,292

3,331

3,258

Administrative and general

12,000

11,795

11,767

15,041

12,374

Depreciation and amortization

17,193

16,986

17,342

18,406

19,512

33,341

32,211

32,401

36,778

35,144

Gains (Losses) on Asset Dispositions and Impairments, Net

359

(7,745

)

586

1,055

(2,643

)

Operating Loss

(21,010

)

(11,189

)

(10,158

)

(21,002

)

(24,414

)

Other Income (Expense):

Interest income

357

357

309

352

216

Interest expense

(7,735

)

(7,486

)

(7,761

)

(6,489

)

(6,133

)

SEACOR Holdings guarantee fees

(29

)

(5

)

(5

)

(7

)

(12

)

Debt extinguishment loss

—

—

(638

)

—

—

Derivative losses, net

(925

)

12,651

4,387

(2,668

)

(11,516

)

Foreign currency gains, net

635

(466

)

(302

)

(818

)

139

Other, net

—

(4

)

678

—

—

(7,697

)

5,047

(3,332

)

(9,630

)

(17,306

)

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

(28,707

)

(6,142

)

(13,490

)

(30,632

)

(41,720

)

Income Tax (Benefit) Expense

(3,831

)

(48

)

1,249

(4,724

)

(9,824

)

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

(24,876

)

(6,094

)

(14,739

)

(25,908

)

(31,896

)

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

(3,397

)

(1,875

)

(1,027

)

(721

)

208

Net Loss

(28,273

)

(7,969

)

(15,766

)

(26,629

)

(31,688

)

Net Loss attributable to Noncontrolling Interests in Subsidiaries

(2,724

)

(175

)

191

(1,605

)

(2,855

)

Net Loss attributable to SEACOR Marine Holdings Inc.

$

(25,549

)

$

(7,794

)

$

(15,957

)

$

(25,024

)

$

(28,833

)

Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc.

$

(1.11

)

$

(0.35

)

$

(0.71

)

$

(1.19

)

$

(1.64

)

Weighted Average Common Shares and Warrants Outstanding:

Basic and Diluted

23,090

22,514

22,513

21,035

17,571

Common Shares and Warrants Outstanding at Period End

23,222

22,711

22,709

22,709

17,787

United

States

(primarily

Gulf of

Mexico)

Africa

(primarily

West

Africa)

Middle

East

and Asia

Latin America

Europe

(primarily

North

Sea)

Total

For the Three Months Ended March 31, 2019

Time Charter Statistics:

Average Rates Per Day

$

10,588

$

9,461

$

8,386

$

12,900

$

4,819

$

7,371

Fleet Utilization

28

%

87

%

72

%

71

%

67

%

61

%

Fleet Available Days

2,698

1,313

2,061

541

4,923

11,536

Operating Revenues:

Time charter

$

8,005

$

10,773

$

12,499

$

4,922

$

15,928

$

52,127

Bareboat charter

—

—

—

1,143

—

1,143

Other marine services

1,132

(637

)

228

635

1,621

2,979

9,137

10,136

12,727

6,700

17,549

56,249

Direct Costs and Expenses:

Operating:

Personnel

4,503

3,867

4,254

1,556

8,576

22,756

Repairs and maintenance

2,778

1,184

2,193

335

2,516

9,006

Drydocking

1,994

338

159

79

309

2,879

Insurance and loss reserves

592

213

327

135

207

1,474

Fuel, lubes and supplies

683

754

709

428

1,179

3,753

Other

90

2,106

1,100

521

592

4,409

10,640

8,462

8,742

3,054

13,379

44,277

Direct Vessel (Loss) Profit

$

(1,503

)

$

1,674

$

3,985

$

3,646

$

4,170

11,972

Other Costs and Expenses:

Operating:

Lease expense

$

2,897

$

665

$

6

$

1

$

362

3,931

Administrative and general ⁽¹⁾

12,217

Depreciation and amortization

5,498

2,356

4,249

1,936

3,154

17,193

33,341

Gains on Asset Dispositions and Impairments

359

Operating Loss

$

(21,010

)

As of March 31, 2019

Property and Equipment:

Historical cost

$

416,559

$

207,167

$

310,297

$

119,699

$

241,223

$

1,294,945

Accumulated depreciation

(223,720

)

(59,652

)

(85,627

)

(60,444

)

(149,998

)

(579,441

)

$

192,839

$

147,515

$

224,670

$

59,255

$

91,225

$

715,504

Total Assets ⁽²⁾

$

330,938

$

160,624

$

266,007

$

128,421

$

133,019

$

1,019,009

⁽¹⁾

Includes $217 facility lease expense

⁽²⁾

Total assets by region does not include corporate assets, which are $93,340 as of March 31, 2019

SEACOR MARINE HOLDINGS INC.

UNAUDITED DIRECT VESSEL PROFIT (“DVP”) BY REGION

(in thousands, except statistics)

Three Months Ended

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2018

Jun. 30, 2018

Mar. 31, 2018

United States, primarily Gulf of Mexico

Time Charter Statistics:

Average rates per day worked

$

10,588

$

12,656

$

12,476

$

10,503

$

8,775

Fleet utilization

28

%

29

%

30

%

23

%

17

%

Fleet available days

2,698

2,983

3,433

3,710

4,050

Out-of-service days for repairs, maintenance and drydockings

232

143

147

292

219

Out-of-service days for cold-stacked status

1579

1,761

2,101

2,435

3,111

Operating Revenues:

Time charter

$

8,005

$

10,968

$

12,800

$

9,052

$

5,982

Other marine services

1,132

8,709

2,722

1,676

1,655

9,137

19,677

15,522

10,728

7,637

Direct Costs and Expenses:

Operating:

Personnel

4,503

5,227

4,853

4,636

3,992

Repairs and maintenance

2,778

1,128

1,801

1,529

694

Drydocking

1,994

147

375

910

525

Insurance and loss reserves

592

974

612

902

434

Fuel, lubes and supplies

683

1,055

1,120

900

493

Other

90

185

154

29

25

10,640

8,716

8,915

8,906

6,163

Direct Vessel (Loss) Profit

$

(1,503

)

$

10,961

$

6,607

$

1,822

$

1,474

Other Costs and Expenses:

Operating:

Lease expense

$

2,897

$

1,849

$

1,853

$

1,862

$

1,866

Depreciation and amortization

5,498

5,550

5,227

6,535

5,487

Africa, primarily West Africa

Time Charter Statistics:

Average rates per day worked

$

9,461

$

9,411

$

9,315

$

9,509

$

9,455

Fleet utilization

87

%

87

%

82

%

88

%

91

%

Fleet available days

1,313

1,310

1,475

1,331

1,260

Out-of-service days for repairs, maintenance and drydockings

58

—

92

46

31

Operating Revenues:

Time charter

$

10,773

$

10,730

$

11,201

$

11,122

$

10,794

Other marine services

(637

)

4,247

1,777

350

1,287

10,136

14,977

12,978

11,472

12,081

Direct Costs and Expenses:

Operating:

Personnel

3,867

3,665

4,486

4,314

4,073

Repairs and maintenance

1,184

873

2,438

1,663

1,356

Drydocking

338

(28

)

1,201

910

2

Insurance and loss reserves

213

307

323

248

218

Fuel, lubes and supplies

754

1,176

1,081

900

669

Other

2,106

772

1,103

1,402

1,036