SEC Filing | SEACOR Marine Holdings Inc.

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smhi-10q_20210630.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2021 or

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

For the transition period from to

Commission file number 1-37966

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		47-2564547
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX		77079
(Address of Principal Executive Offices)		(Zip Code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	SMHI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

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

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

The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of July 30, 2021 was 24,380,755. The Registrant has no other class of common stock outstanding.

SEACOR MARINE HOLDINGS INC.

Table of Contents


Part I.	Financial Information		1

	Item 1.	Financial Statements (Unaudited)	1

		Condensed Consolidated Balance Sheets as of June 30, 2021 and December 31, 2020	1
		Condensed Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020	2

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2021 and 2020	3

		Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2021 and 2020	4

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2020	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49

	Item 4.	Controls and Procedures	49

Part II.	Other Information		50

	Item 1.	Legal Proceedings	50

	Item 1A.	Risk Factors	50

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

	Item 3.	Default Upon Senior Securities	51

	Item 4.	Mine Safety Disclosures	51

	Item 5.	Other Information	51

	Item 6.	Exhibits	52

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	June 30, 2021			December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	45,446		$	32,666
Restricted cash		5,855			3,352
Receivables:
Trade, net of allowance for credit loss accounts of $610 and $582 in 2021 and 2020, respectively		47,082			45,325
Other		12,152			10,924
Receivable from SEACOR Holdings		—			18,832
Tax Receivable		1,497			13,556
Inventories		425			576
Prepaid expenses and other		4,527			3,230
Assets held for sale		—			50,235
Total current assets		116,984			178,696
Property and Equipment:
Historical cost		972,267			1,012,873
Accumulated depreciation		(288,882	)		(291,538	)
		683,385			721,335
Construction in progress		32,903			32,327
Net property and equipment		716,288			753,662
Right-of-Use Asset - Operating Leases		5,469			7,134
Right-of-Use Asset - Finance Leases		116			129
Investments, at Equity, and Advances to 50% or Less Owned Companies		77,539			75,308
Other Assets		2,781			2,734
Total assets	$	919,177		$	1,017,663
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	2,885		$	7,030
Current portion of financing lease liabilities		32			36
Current portion of long-term debt:
Recourse		28,419			26,734
Non-recourse		—			5,643
Accounts payable and accrued expenses		27,163			29,967
Due to SEACOR Holdings		277			—
Accrued wages and benefits		1,287			1,744
Accrued interest		1,811			1,664
Deferred revenue and unearned revenue		4,122			4,452
Accrued capital, repair, and maintenance expenditures		8,186			11,328
Accrued insurance deductibles and premiums		2,695			2,274
Accrued professional fees		922			975
Derivatives		2,835			4,591
Other current liabilities		5,028			4,439
Liabilities held for sale		—			30,927
Total current liabilities		85,662			131,804
Long-Term Operating Lease Liabilities		4,072			4,345
Long-Term Financing Lease Liabilities		92			105
Long-Term Debt:
Recourse		315,373			328,690
Non-recourse		5,450			111,820
Conversion Option Liability on Convertible Senior Notes		7			2
Deferred Income Taxes		46,169			35,822
Deferred Gains and Other Liabilities		2,951			3,239
Total liabilities		459,776			615,827
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 24,508,630 and 23,504,050 shares issued in 2021 and 2020, respectively		245			235
Additional paid-in capital		454,079			451,179
Retained Earnings (Accumulated deficit)		(1,230	)		(51,839	)
Shares held in treasury of 127,738 and 73,284, respectively, at cost		(1,120	)		(848	)
Accumulated other comprehensive gain, net of tax		7,107			2,790
		459,081			401,517
Noncontrolling interests in subsidiaries		320			319
Total equity		459,401			401,836
Total liabilities and equity	$	919,177		$	1,017,663

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
Operating Revenues	$	42,799			33,925		$	79,311		$	69,592
Costs and Expenses:
Operating		32,615			20,128			58,922			40,864
Administrative and general		9,152			13,241			17,763			22,634
Lease expense		1,234			1,202			2,312			4,527
Depreciation and amortization		14,093			13,725			28,891			27,087
		57,094			48,296			107,888			95,112
Gains (Losses) on Asset Dispositions and Impairments, Net		22,653			(3,453	)		20,380			(16,025	)
Operating Income (Loss)		8,358			(17,824	)		(8,197	)		(41,545	)
Other Income (Expense):
Interest income		135			516			1,121			1,178
Interest expense		(7,310	)		(6,717	)		(15,328	)		(14,091	)
SEACOR Holdings guarantee fees		—			(9	)		(7	)		(25	)
Gain on Debt Extinguishment		61,994			—			61,994			—
Derivative gains, net		30			85			385			5,199
Foreign currency gains (losses), net		(657	)		193			(1,123	)		903
Other, net		(1	)		—			(1	)		—
		54,191			(5,932	)		47,041			(6,836	)
Income (Loss) from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies		62,549			(23,756	)		38,844			(48,381	)
Income Tax Expense (Benefit)		15,915			(15,007	)		13,227			(21,669	)
Income (Loss) from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies		46,634			(8,749	)		25,617			(26,712	)
Equity in Earnings Gains of 50% or Less Owned Companies		2,167			2,081			6,270			2,106
Income (Loss) from Continuing Operations		48,801			(6,668	)		31,887			(24,606	)
Income (Loss) on Discontinued Operations, Net of Tax (see Note 12 and includes gain of $22,756 on the sale of Windcat Workboats)		—			602			22,925			(1,452	)
Net Income (Loss)		48,801			(6,066	)		54,812			(26,058	)
Net Income (Loss) Attributable to Noncontrolling Interests in Subsidiaries		1			7			1			(4,040	)
Net Income (Loss) Attributable to SEACOR Marine Holdings Inc.	$	48,800			(6,073	)	$	54,811		$	(22,018	)

Net Earnings (Loss) Per Common Share from Continuing Operations:
Basic	$	1.92		$	(0.27	)	$	1.26		$	(0.84	)
Diluted	$	1.79		$	(0.27	)	$	1.26		$	(0.84	)
Net Earnings (Loss) Per Share from Discontinued Operations:
Basic	$	—		$	0.03		$	0.90		$	(0.06	)
Diluted	$	—		$	0.03		$	0.90		$	(0.06	)
Net Earnings (Loss) per Share:
Basic	$	1.92		$	(0.24	)	$	2.16		$	(0.90	)
Diluted	$	1.79		$	(0.24	)	$	2.16		$	(0.90	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		25,435,362			24,851,834			25,370,372			24,420,432
Diluted		28,345,155			24,851,834			25,371,185			24,420,432

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2021			2020			2021			2020
Net Income (Loss)	$	48,801		$	(6,066	)	$	54,812		$	(26,058	)
Other Comprehensive Income (Loss):
Foreign currency translation gains (losses)		(70	)		75			4,322			(2,453	)
Derivative gains (losses) on cash flows hedges		(95	)		166			32			(1,946	)
Reclassification of derivative losses on cash flow hedges to interest expense		415			288			830			507
Reclassification of derivative losses on cash flow hedges to equity in earnings of 50% or less owned companies		(589	)		(99	)		(867	)		(197	)
		(339	)		430			4,317			(4,089	)
Comprehensive Income (Loss)		48,462			(5,636	)	$	59,129			(30,147	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests in Subsidiaries		1			7			1			(4,040	)
Comprehensive Income (Loss) attributable to SEACOR Marine Holdings Inc.	$	48,461		$	(5,643	)	$	59,128		$	(26,107	)

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands)

Shares of

Common

Stock

Outstanding

Common

Stock

Additional

Paid-In

Capital