SEC Filing | SEACOR Marine Holdings Inc.

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smhi-10q_20210930.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 September 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 October 29, 2021 was 24,375,642. The Registrant has no other class of common stock outstanding.

SEACOR MARINE HOLDINGS INC.

Table of Contents


Part I.	Financial Information		1

	Item 1.	Financial Statements (Unaudited)	1

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

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

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

		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 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	27

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	52

	Item 4.	Controls and Procedures	52

Part II.	Other Information		53

	Item 1.	Legal Proceedings	53

	Item 1A.	Risk Factors	53

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	54

	Item 3.	Default Upon Senior Securities	54

	Item 4.	Mine Safety Disclosures	54

	Item 5.	Other Information	54

	Item 6.	Exhibits	55

PART I—FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2021			December 31, 2020
ASSETS
Current Assets:
Cash and cash equivalents	$	42,194		$	32,666
Restricted cash		4,160			3,352
Receivables:
Trade, net of allowance for credit loss accounts of $724 and $582 in 2021 and 2020, respectively		50,343			45,325
Other		13,750			10,924
Receivable from SEACOR Holdings		—			18,832
Tax Receivable		101			13,556
Inventories		476			576
Prepaid expenses and other		3,851			3,230
Assets held for sale		—			50,235
Total current assets		114,875			178,696
Property and Equipment:
Historical cost		989,910			1,012,873
Accumulated depreciation		(303,178	)		(291,538	)
		686,732			721,335
Construction in progress		15,577			32,327
Net property and equipment		702,309			753,662
Right-of-Use Asset - Operating Leases		4,670			7,134
Right-of-Use Asset - Finance Leases		108			129
Investments, at Equity, and Advances to 50% or Less Owned Companies		77,426			75,308
Other Assets		2,672			2,734
Total assets	$	902,060		$	1,017,663
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	1,269		$	7,030
Current portion of financing lease liabilities		32			36
Current portion of long-term debt:
Recourse		28,875			26,734
Non-recourse		—			5,643
Accounts payable and accrued expenses		23,578			29,967
Due to SEACOR Holdings		276			—
Accrued wages and benefits		1,531			1,744
Accrued interest		3,236			1,664
Deferred revenue and unearned revenue		2,356			4,452
Accrued capital, repair, and maintenance expenditures		1,356			11,328
Accrued insurance deductibles and premiums		3,087			2,274
Accrued professional fees		1,195			975
Derivatives		2,476			4,591
Other current liabilities		5,872			4,439
Liabilities held for sale		—			30,927
Total current liabilities		75,139			131,804
Long-Term Operating Lease Liabilities		4,000			4,345
Long-Term Financing Lease Liabilities		84			105
Long-Term Debt:
Recourse		316,185			328,690
Non-recourse		5,456			111,820
Conversion Option Liability on Convertible Senior Notes		5			2
Deferred Income Taxes		43,463			35,822
Deferred Gains and Other Liabilities		2,925			3,239
Total liabilities		447,257			615,827
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 24,503,380 and 23,504,050 shares issued in 2021 and 2020, respectively		245			235
Additional paid-in capital		455,373			451,179
Retained Earnings (Accumulated deficit)		(7,059	)		(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		7,044			2,790
		454,483			401,517
Noncontrolling interests in subsidiaries		320			319
Total equity		454,803			401,836
Total liabilities and equity	$	902,060		$	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 September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Operating Revenues	$	43,663		$	36,224		$	122,974		$	105,816
Costs and Expenses:
Operating		33,448			24,719			92,370			65,583
Administrative and general		9,134			8,885			26,897			31,519
Lease expense		1,109			1,200			3,421			5,727
Depreciation and amortization		14,306			14,833			43,197			41,920
		57,997			49,637			165,885			144,749
Gains (Losses) on Asset Dispositions and Impairments, Net		56			233			20,436			(15,792	)
Operating (Loss)		(14,278	)		(13,180	)		(22,475	)		(54,725	)
Other Income (Expense):
Interest income		124			34			1,245			1,212
Interest expense		(6,403	)		(8,312	)		(21,731	)		(22,403	)
SEACOR Holdings guarantee fees		—			(11	)		(7	)		(36	)
Gain on Debt Extinguishment		—			—			61,994			—
Derivative gains, net		2			5			387			5,204
Foreign currency gains (losses), net		245			(911	)		(878	)		(8	)
Gain from return of investments in 50% or less owned companies and other, net		9,442			—			9,441			—
		3,410			(9,195	)		50,451			(16,031	)
(Loss) Income from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies		(10,868	)		(22,375	)		27,976			(70,756	)
Income Tax (Benefit) Expense		(725	)		(3,120	)		12,502			(24,789	)
(Loss) Income from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies		(10,143	)		(19,255	)		15,474			(45,967	)
Equity in Earnings Gains (Losses) of 50% or Less Owned Companies		4,314			(588	)		10,584			1,518
(Loss) Income from Continuing Operations		(5,829	)		(19,843	)		26,058			(44,449	)
Income on Discontinued Operations, Net of Tax (see Note 12)		—			1,766			22,925			314
Net (Loss) Income		(5,829	)		(18,077	)		48,983			(44,135	)
Net Income (Loss) Attributable to Noncontrolling Interests in Subsidiaries		—			4			1			(4,036	)
Net (Loss) Income Attributable to SEACOR Marine Holdings Inc.	$	(5,829	)	$	(18,081	)	$	48,982		$	(40,099	)

Net Earnings (Loss) Per Common Share from Continuing Operations:
Basic	$	(0.23	)	$	(0.79	)	$	1.03		$	(1.64	)
Diluted	$	(0.23	)	$	(0.79	)	$	1.02		$	(1.64	)
Net Earnings (Loss) Per Share from Discontinued Operations:
Basic	$	—		$	0.07		$	0.90		$	0.01
Diluted	$	—		$	0.07		$	0.90		$	0.01
Net Earnings (Loss) per Share:
Basic	$	(0.23	)	$	(0.72	)	$	1.93		$	(1.63	)
Diluted	$	(0.23	)	$	(0.72	)	$	1.92		$	(1.63	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		25,515,569			24,989,977			25,419,303			24,611,666
Diluted		25,515,569			24,989,977			25,430,762			24,611,666

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						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Net (Loss) Income	$	(5,829	)	$	(18,077	)	$	48,983		$	(44,135	)
Other Comprehensive (Loss) Income:
Foreign currency translation (losses) gains		(504	)		2,068			3,818			(385	)
Derivative losses on cash flow hedges		(54	)		(82	)		(22	)		(2,028	)
Reclassification of derivative losses on cash flow hedges to interest expense		415			457			1,245			964
Reclassification of derivative gains (losses) on cash flows hedges to equity in earnings of 50% or less owned companies		80			(282	)		(787	)		(479	)
		(63	)		2,161			4,254			(1,928	)
Comprehensive (Loss) Income		(5,892	)		(15,916	)		53,237			(46,063	)
Comprehensive Income (Loss) Attributable to Noncontrolling Interests in Subsidiaries		—			4			1			(4,036	)
Comprehensive (Loss) Income attributable to SEACOR Marine Holdings Inc.	$	(5,892	)	$	(15,920	)	$	53,236		$	(42,027	)

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