UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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
(Exact Name of Registrant as Specified in Its Charter)
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(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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.
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).
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 |
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Non-accelerated filer |
☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of April 28, 2023 was
SEACOR MARINE HOLDINGS INC.
Table of Contents
Part I. |
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Item 1. |
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1 |
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Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 |
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Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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37 |
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Part II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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38 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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March 31, 2023 |
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December 31, 2022 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Receivables: |
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Trade, net of allowance for credit loss accounts of $ |
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Other |
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Note receivable |
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Tax receivable |
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Inventories |
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Prepaid expenses and other |
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Assets held for sale |
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Total current assets |
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Property and Equipment: |
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Historical cost |
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Accumulated depreciation |
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Construction in progress |
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Net property and equipment |
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Right-of-use asset - operating leases |
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Right-of-use asset - finance leases |
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Investments, at equity, and advances to 50% or less owned companies |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of operating lease liabilities |
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$ |
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$ |
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Current portion of finance lease liabilities |
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Current portion of long-term debt: |
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Recourse |
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Accounts payable and accrued expenses |
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Due to SEACOR Holdings |
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Accrued wages and benefits |
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Accrued interest |
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Deferred revenue and unearned revenue |
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Accrued capital, repair, and maintenance expenditures |
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Accrued insurance deductibles and premiums |
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Accrued professional fees |
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Other current liabilities |
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Total current liabilities |
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Long-term operating lease liabilities |
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Long-term finance lease liabilities |
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Long-term Debt: |
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Recourse |
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Non-recourse |
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Deferred income taxes |
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Deferred gains and other liabilities |
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Total liabilities |
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Equity: |
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SEACOR Marine Holdings Inc. stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Shares held in treasury of |
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Accumulated other comprehensive income, net of tax |
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Noncontrolling interests in subsidiaries |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
1
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except share data)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Operating Revenues |
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$ |
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$ |
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Costs and Expenses: |
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Operating |
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Administrative and general |
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Lease expense |
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Depreciation and amortization |
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Gains on Asset Dispositions and Impairments, Net |
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Operating Income (Loss) |
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Other Income (Expense): |
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Interest income |
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Interest expense |
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Derivative losses, net |
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Foreign currency (losses) gains, net |
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Loss Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies |
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Income Tax Expense (Benefit) |
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Loss Before Equity in Earnings of 50% or Less Owned Companies |
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Equity in Earnings of 50% or Less Owned Companies |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
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$ |
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$ |
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Net Loss Per Share: |
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Basic |
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$ |
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$ |
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Diluted |
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Weighted Average Common Stock and Warrants Outstanding: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
2
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
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Three Months Ended |
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March 31, |
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2023 |
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2022 |
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Net Loss |
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$ |
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$ |
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Other Comprehensive Income: |
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Foreign currency translation gains (losses), net |
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Derivative gains on cash flow hedges |
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Reclassification of derivative (losses) gains on cash flow hedges to interest expense |
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Reclassification of derivative gains on cash flow hedges to equity in earnings of |
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— |
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Income Tax Benefit |
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Comprehensive Loss Attributable to SEACOR Marine Holdings Inc. |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
3
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except share data)
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Shares of |
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Common |
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Additional |
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Shares |
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Treasury |
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Accumulated Deficit |
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Accumulated |
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Non- |
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Total |
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For the Three Months Ended March 31, 2023 |
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December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Restricted stock grants |
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— |
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— |
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— |
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— |
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— |
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— |
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Amortization of share awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of options |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of warrants |
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— |
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— |
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— |
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— |
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— |
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Restricted stock vesting |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Forfeiture of employee share awards |
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( |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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March 31, 2023 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Shares of |
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Common |
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Additional |
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Shares |
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Treasury |
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Accumulated Deficit |
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Accumulated |
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Non- |
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Total |
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For the Three Months Ended March 31, 2022 |
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December 31, 2021 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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Restricted stock grants |
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— |
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— |
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— |
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— |
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— |
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— |
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Amortization of share awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Exercise of options |
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— |
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— |
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— |
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— |
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— |
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— |
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Restricted stock vesting |
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( |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
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Other comprehensive income |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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March 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
4
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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Three Months Ended March 31, |
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2023 |
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2022 |
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Cash Flows from Operating Activities: |
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Net Loss |
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$ |
( |
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$ |
( |
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Adjustments to reconcile net loss to net cash (used in) provided by operating activities: |
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Depreciation and amortization |
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Deferred financing costs amortization |
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Stock-based compensation expense |
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Debt discount amortization |
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Allowance for credit losses |
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( |
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( |
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Gain from equipment sales, retirements or impairments |
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( |
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Derivative losses |
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Interest on finance leases |
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Settlements on derivative transactions, net |
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( |
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Currency losses (gains) |
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( |
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Deferred income taxes |
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( |
) |
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( |
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Equity earnings |
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( |
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( |
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Dividends received from equity investees |
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Changes in Operating Assets and Liabilities: |
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Accounts receivables |
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( |
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Other assets |
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( |
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Accounts payable and accrued liabilities |
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|
||
Net cash (used in) provided by operating activities |
|
|
( |
) |
|
|
|
|
Cash Flows from Investing Activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
( |
) |
|
|
( |
) |
Proceeds from disposition of property and equipment |
|
|
|
|
|
|
||
Principal payments on notes due from equity investees |
|
|
|
|
|
|
||
Principal payments on notes due from others |
|
|
|
|
|
|
||
Net cash provided by investing activities |
|
|
|
|
|
|
||
Cash Flows from Financing Activities: |
|
|
|
|
|
|
||
Payments on long-term debt |
|
|
( |
) |
|
|
( |
) |
Payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Tax withholdings on restricted stock vesting |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effects of Exchange Rate Changes on Cash and Cash Equivalents |
|
|
|
|
|
( |
) |
|
Net Change in Cash, Restricted Cash and Cash Equivalents |
|
|
|
|
|
( |
) |
|
Cash, Restricted Cash and Cash Equivalents, Beginning of Period |
|
|
|
|
|
|
||
Cash, Restricted Cash and Cash Equivalents, End of Period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures: |
|
|
|
|
|
|
||
Cash paid for interest, excluding capitalized interest |
|
$ |
|
|
$ |
|
||
Income taxes paid, net |
|
|
|
|
|
|
||
Noncash Investing and Financing Activities: |
|
|
|
|
|
|
||
Increase in capital expenditures in accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Recognition of a new right-of-use asset - operating leases |
|
|
|
|
|
|
||
Recognition of a new right-of-use asset - financing leases |
|
|
|
|
|
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
5
SEACOR MARINE HOLDINGS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The condensed consolidated financial statements include the accounts of SEACOR Marine Holdings Inc. and its consolidated subsidiaries (the “Company”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the unaudited condensed consolidated financial statements for the periods indicated. Results of operations for the interim periods presented are not necessarily indicative of operating results for the full year or any future periods.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).
Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the “Company” refers to SEACOR Marine Holdings Inc. and its consolidated subsidiaries, and any reference in this Quarterly Report on Form 10-Q to “SEACOR Marine” refers to SEACOR Marine Holdings Inc. without its consolidated subsidiaries.
Recently Adopted Accounting Standards.
On October 29, 2020, the FASB issued ASU 2020-10, Codification Improvements: Amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate disclosure section. The guidance was effective for annual periods beginning after December 15, 2020, and interim periods within the annual periods beginning after December 15, 2022. The
On August 5, 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Company
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
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
6
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
Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current period presentation.
Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 earns revenue primarily from the time charter and bareboat charter of vessels to customers. Since the Company charges customers based upon daily rates of hire, vessel revenues are recognized on a daily basis throughout the contract period. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer and the customer assumes responsibility for all operating expenses and assumes all risks of operation. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
In the Company’s operating areas, contract or charters vary in length from several days to multi-year periods. Many of the Company’s contracts and charters include cancellation clauses without early termination penalties. As a result of options and frequent renewals, the stated duration of charters may not correlate with the length of time the vessel is contracted for to provide services to a particular customer.
The Company contracts with various customers to carry out management services for vessels as agents for and on behalf of ship owners. These services include crew management, technical management, commercial management, insurance arrangements, sale and purchase of vessels, provisions and bunkering. As the manager of the vessels, the Company undertakes to use its best endeavors to provide the agreed management services as agents for and on behalf of the owners in accordance with sound ship management practice and to protect and promote the interest of the owners in all matters relating to the provision of services thereunder. The Company also contracts with various customers to carry out management services regarding engineering for vessel construction and vessel conversions. The vast majority of the ship management agreements span one to three
7
years and are typically billed on a monthly basis. The Company transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred.
Revenue that does not meet these criteria is deferred until the criteria is met and is considered a contract liability and is recognized as such. Contract liabilities, which are included in deferred revenue and unearned revenue in the accompanying consolidated balance sheets, as of March 31, 2023 and December 31, 2022 were as follows (in thousands):
|
|
2023 |
|
|
2022 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Revenues deferred during the period |
|
|
|
|
|
|
||
Revenues recognized and reclassifications during the period |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
As of March 31, 2023, the Company had $
Cash and Cash Equivalents. The Company considers all highly liquid investments, with an original maturity of three months or less from the date purchased, to be cash equivalents.
Restricted Cash. Restricted cash primarily relates to banking facility requirements.
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, but excludes our short-term note receivable. During the three months ended March 31, 2023, the Company recorded $
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 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 March 31, 2023, the estimated useful life of the Company’s new offshore support vessels was
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.
8
Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. There was
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.
For the three months ended March 31, 2023, the Company did
For vessel classes and individual vessels with indicators of impairment as of March 31, 2023, the Company estimated that their future undiscounted cash flows exceeded their current carrying values. However, the Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, especially in light of the continued volatility in commodity prices as well as the timing and cost of reactivating cold-stacked vessels. If market conditions decline, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers.
Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. During the three months ended March 31, 2023 and 2022, the Company did
Income Taxes. During the three months ended March 31, 2023, the Company’s effective income tax rate of
9
Accumulated Other Comprehensive Income (Loss).
|
|
SEACOR Marine Holdings Inc. |
|
|||||||||
|
|
Foreign |
|
|
Derivative |
|
|
Total Other |
|
|||
December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive (loss) income |
|
|
|
|
|
( |
) |
|
|
|
||
Balance as of March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Earnings (Loss) Per Share. Basic earnings/loss per share of Common Stock of the Company is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $
For the three months ended March 31, 2023, diluted loss per share of Common Stock excluded
For the three months ended March 31, 2022, diluted loss per share of Common Stock excluded
In addition, for the three months ended March 31, 2023 and 2022 diluted loss per share of Common Stock excluded
In connection with the closing of the framework agreement transactions (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 MexMar Original Facility Agreement for an aggregate amount of $
During the three months ended March 31, 2023, capital expenditures were $
10
net cash proceeds of $
Investments, at equity, and advances to 50% or less owned companies as of March 31, 2023 and December 31, 2022 were as follows (in thousands):
|
|
Ownership |
|
|
2023 |
|
|
2022 |
|
|||
Seabulk Angola |
|
|
% |
|
|
|
|
|
|
|||
SEACOR Arabia |
|
|
% |
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
$ |
|
|
$ |
|
|||
The Company’s long-term debt obligations as of March 31, 2023 and December 31, 2022 were as follows (in thousands):
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Recourse long-term debt(1): |
|
|
|
|
|
|
||
Guaranteed Notes |
|
$ |
|
|
$ |
|
||
New Convertible Notes |
|
|
|
|
|
|
||
SEACOR Marine Foreign Holdings Credit Facility |
|
|
|
|
|
|
||
Sea-Cat Crewzer III Term Loan Facility |
|
|
|
|
|
|
||
SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt |
|
|
|
|
|
|
||
SEACOR Delta (f/k/a SEACOSCO) Shipyard Financing |
|
|
|
|
|
|
||
SEACOR Alpine Shipyard Financing |
|
|
|
|
|
|
||
SEACOR 88/888 Term Loan |
|
|
|
|
|
|
||
Tarahumara Shipyard Financing |
|
|
|
|
|
|
||
SEACOR Offshore OSV |
|
|
|
|
|
|
||
Total recourse long-term debt |
|
|
|
|
|
|
||
Non-recourse long-term debt(2): |
|
|
|
|
|
|
||
SEACOR 88/888 Term Loan |
|
|
|
|
|
|
||
Total non-recourse long-term debt |
|
|
|
|
|
|
||
Total principal due for long-term debt |
|
|
|
|
|
|
||
Current portion due within one year |
|
|
( |
) |
|
|
( |
) |
Unamortized debt discount |
|
|
( |
) |
|
|
( |
) |
Deferred financing costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, less current portion |
|
$ |
|
|
$ |
|
||
As of March 31, 2023, the Company was in compliance with all debt covenants and lender requirements.
SEACOR Marine Foreign Holdings Credit Facility. On March 2, 2023, the Company and SEACOR Marine Foreign Holdings Inc., a wholly-owned subsidiary of SEACOR Marine (“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
11
Letters of Credit. As of March 31, 2023, the Company had outstanding letters of credit of $
As of March 31, 2023, the Company leased-in
As of March 31, 2023, future minimum payments for leases for the remainder of 2023 and the years ended December 31, noted below, were as follows (in thousands):
|
|
Operating Leases |
|
|
Finance Leases |
|
||
Remainder of 2023 |
|
$ |
|
|
$ |
|
||
2024 |
|
|
|
|
|
|
||
2025 |
|
|
|
|
|
|
||
2026 |
|
|
|
|
|
|
||
2027 |
|
|
|
|
|
|
||
Years subsequent to 2027 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Interest component |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Current portion of long-term lease liabilities |
|
|
|
|
|
|
||
Long-term lease liabilities |
|
$ |
|
|
$ |
|
||
For the three months ended March 31, 2023 and 2022 the components of lease expense were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Operating lease cost |
|
$ |
|
|
$ |
|
||
Finance lease cost: |
|
|
|
|
|
|
||
Amortization of finance lease assets (1) |
|
|
|
|
|
|
||
Interest on finance lease liabilities (2) |
|
|
|
|
|
|
||
Short-term lease costs |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
For the three months ended March 31, 2023 supplemental cash flow information related to leases was as follows (in thousands):
|
|
2023 |
|
|
Operating cash outflows from operating leases |
|
$ |
|
|
Financing cash outflows from finance leases |
|
|
|
|
Right-of-use assets obtained for operating lease liabilities |
|
|
|
|
Right-of-use assets obtained for finance lease liabilities |
|
|
|
|
For the three months ended March 31, 2023 other information related to leases was as follows:
|
|
2023 |
|
|
Weighted average remaining lease term, in years - operating leases |
|
|
|
|
Weighted average remaining lease term, in years - finance leases |
|
|
|
|
Weighted average discount rate - operating leases |
|
|
% |
|
Weighted average discount rate - finance leases |
|
|
% |
|
12
The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the three months ended March 31, 2023:
Statutory rate |
|
|
( |
)% |
Exclusion of foreign subsidiaries with current year losses and withholding tax |
|
|
% |
|
Other |
|
|
% |
|
Effective income tax rate |
|
|
% |
Derivative instruments are classified as either assets, which are included in other receivables in the accompanying consolidated balance sheets, or liabilities based on their individual fair values.
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||||||||||
|
|
Derivative |
|
|
Derivative |
|
|
Derivative |
|
|
Derivative |
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements (cash flow hedges) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Economic Hedges. The Company enters and settles forward currency exchange, option and future contracts with respect to various foreign currencies. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the U.S. The Company generally does not enter into contracts with forward settlement dates beyond 12 to 18 months. As of March 31, 2023, the Company had no open forward currency exchange contracts.
Cash Flow Hedges. The Company has interest rate swap agreements designated as cash flow hedges. By entering into these interest rate swap agreements, the Company has converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate. The Company recognized losses on derivative instruments designated as cash flow hedges of $
13
Other Derivative Instruments.
|
|
Three Months Ended March 31, |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
Conversion option liability on Old Convertible Notes |
|
$ |
|
|
$ |
( |
) |
|
|
The conversion option liability related to the bifurcated embedded conversion option in the Old Convertible Notes, issued to investment funds managed and controlled by The Carlyle Group, were exchanged for the New Convertible Notes during the fourth quarter of 2022.
The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.
The Company’s financial assets and liabilities as of March 31, 2023 and December 31, 2022 that are measured at fair value on a recurring basis were as follows (in thousands):
March 31, 2023 |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
|
$ |
|
|
$ |
|
|
$ |
|
||||
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
|
$ |
|
|
$ |
|
|
$ |
|
||||
The estimated fair values of the Company’s other financial assets and liabilities as of March 31, 2023 and December 31, 2022 were as follows (in thousands):
|
|
|
|
|
Estimated Fair Value |
|
||||||||||
March 31, 2023 |
|
Carrying |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash |
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
||
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
14
Property and equipment. During the three months ended March 31, 2023, the Company recognized
In connection with various transactions, the Company issued
As of March 31, 2023, the Company had unfunded capital commitments of $
In December 2015, the Brazilian Federal Revenue Office issued a tax-deficiency notice to Seabulk Offshore do Brasil Ltda, an indirect wholly-owned subsidiary of SEACOR Marine (“Seabulk Offshore do Brasil”), with respect to certain profit participation contributions (also known as “PIS”) and social security financing contributions (also known as “COFINS”) requirements alleged to be due from Seabulk Offshore do Brasil (“Deficiency Notice”) in respect of the period of January 2011 until December 2012. In January 2016, the Company administratively appealed the Deficiency Notice on the basis that, among other arguments, (i) such contributions were not applicable in the circumstances of a
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 U.S. Coast Guard (“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 National Transportation Safety Board (“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
15
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.
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 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 had 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. Nearly all injury and death claims in the Limitation Action for which the Company has financial exposure have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance. There is significant uncertainty regarding the impact the incident will have on the Company’s reputation and the resulting possible impact on the Company’s business.
In the normal course of its business, the Company becomes involved in various other litigation matters including, among others, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect that such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.
Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the United Kingdom: the U.K Merchant Navy Officers Pension Fund (“MNOPF”) and the U.K. Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation in the MNOPF began with the acquisition of the Stirling group of companies (the “Stirling Group”) in 2001 and relates to certain officers employed between 1978 and 2002 by the Stirling Group and/or its predecessors. The Company’s participation in the MNRPF also began with the acquisition of the Stirling Group in 2001 and relates to ratings employed by the Stirling Group and/or its predecessors through today. Both of these plans are in deficit positions and, depending upon the results of future actuarial valuations, it is possible that the plans could experience funding deficits that will require the Company to recognize payroll related operating expenses in the periods invoices are received. As of March 31, 2023, 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.
16
Transactions in connection with the Company’s Equity Incentive Plans during the three months ended March 31, 2023 were as follows:
Restricted Stock Activity: |
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Outstanding as of December 31, 2022 |
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Granted |
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Vested |
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( |
) |
Forfeited |
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( |
) |
Outstanding as of March 31, 2023 (1) |
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Stock Option Activity: |
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Outstanding as of December 31, 2022 |
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Granted |
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Exercised |
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( |
) |
Forfeited |
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Outstanding as of March 31, 2023 |
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For the three months ended March 31, 2023, the Company acquired for treasury
17
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2022 Annual Report.
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United |
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Africa |
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Middle |
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Latin |
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Total |
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For the Three Months Ended March 31, 2023 |
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Operating Revenues: |
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Time charter |
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$ |
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$ |
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$ |
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$ |
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$ |
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Bareboat charter |
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Other marine services |
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( |
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( |
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Direct Costs and Expenses: |
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Operating: |
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Personnel |
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Repairs and maintenance |
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Drydocking |
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( |
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( |
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Insurance and loss reserves |
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Fuel, lubes and supplies |
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Other |
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Direct Vessel Profit |
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$ |
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$ |
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$ |
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$ |
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Other Costs and Expenses: |
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Lease expense |
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$ |
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$ |
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$ |
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$ |
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Administrative and general |
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Depreciation and amortization |
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Gains on asset dispositions and impairments, net |
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Operating income |
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$ |
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As of March 31, 2023 |
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Property and Equipment: |
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Historical Cost |
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$ |
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$ |
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$ |
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$ |
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$ |
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Accumulated Depreciation |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
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$ |
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$ |
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$ |
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$ |
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$ |
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Total Assets (1) |
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$ |
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$ |
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$ |
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$ |
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$ |
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18
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United |
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Africa |
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Middle |
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Latin |
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Total |
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For the Three Months Ended March 31, 2022 |
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Operating Revenues: |
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Time charter |
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$ |
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$ |
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$ |
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$ |
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$ |
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Bareboat charter |
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Other |
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( |
) |
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Direct Costs and Expenses: |
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Operating: |
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Personnel |
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Repairs and maintenance |
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Drydocking |
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Insurance and loss reserves |
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Fuel, lubes and supplies |
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Other |
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Direct Vessel (Loss) Profit |
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$ |
( |
) |
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$ |
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$ |
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$ |
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Other Costs and Expenses: |
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|||||
Lease expense |
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$ |
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$ |
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$ |
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$ |
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Administrative and general |
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Depreciation and amortization |
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Gains on asset dispositions and impairments, net |
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Operating loss |
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$ |
( |
) |
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As of March 31, 2022 |
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Property and Equipment: |
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|||||
Historical Cost |
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$ |
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$ |
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$ |
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$ |
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$ |
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|||||
Accumulated Depreciation |
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( |
) |
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( |
) |
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( |
) |
|
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( |
) |
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( |
) |
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$ |
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$ |
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$ |
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$ |
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$ |
|
|||||
Total Assets (1) |
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$ |
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|
$ |
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$ |
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|
$ |
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|
$ |
|
|||||
The Company’s investments in
The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no material events that have occurred that are not properly recognized and/or disclosed in the consolidated financial statements.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2022 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 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 2022 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of March 31, 2023, the Company operated a diverse fleet of 59 support vessels, of which 57 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.
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.
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
20
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. Prices deteriorated beginning in the second half of 2014 and continued to deteriorate when oil prices hit a 13-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 $75 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.
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.
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 March 31, 2023, two of the Company’s 57 owned and leased-in vessels were cold-stacked worldwide.
21
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. As of the last day of each fiscal quarter 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.
22
Consolidated Results of Operations
The sections below provide an analysis of the Company’s results of operations for the three months (“Current Year Quarter”) ended March 31, 2023 compared with the three months (“Prior Year Quarter”) ended March 31, 2022. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2022, in the Company’s results of operations. For the periods indicated, the Company’s consolidated results of operations were as follows (in thousands, except statistics):
|
|
Three Months Ended March 31, |
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|
2023 |
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|
2022 |
|
||||||||||
Time Charter Statistics: |
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|
||||
Average Rates Per Day |
|
$ |
14,314 |
|
|
|
|
|
$ |
11,312 |
|
|
|
|
||
Fleet Utilization |
|
|
76 |
% |
|
|
|
|
|
70 |
% |
|
|
|
||
Fleet Available Days |
|
|
5,071 |
|
|
|
|
|
|
5,400 |
|
|
|
|
||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time charter |
|
$ |
55,415 |
|
|
|
92 |
% |
|
$ |
42,741 |
|
|
|
94 |
% |
Bareboat charter |
|
|
360 |
|
|
|
1 |
% |
|
|
618 |
|
|
|
1 |
% |
Other marine services |
|
|
4,198 |
|
|
|
7 |
% |
|
|
2,232 |
|
|
|
5 |
% |
|
|
|
59,973 |
|
|
|
100 |
% |
|
|
45,591 |
|
|
|
100 |
% |
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel |
|
|
19,803 |
|
|
|
33 |
% |
|
|
18,435 |
|
|
|
40 |
% |
Repairs and maintenance |
|
|
6,011 |
|
|
|
10 |
% |
|
|
6,791 |
|
|
|
15 |
% |
Drydocking |
|
|
13 |
|
|
|
0 |
% |
|
|
4,973 |
|
|
|
11 |
% |
Insurance and loss reserves |
|
|
2,789 |
|
|
|
5 |
% |
|
|
1,186 |
|
|
|
3 |
% |
Fuel, lubes and supplies |
|
|
4,819 |
|
|
|
8 |
% |
|
|
3,729 |
|
|
|
8 |
% |
Other |
|
|
3,838 |
|
|
|
6 |
% |
|
|
4,382 |
|
|
|
10 |
% |
|
|
|
37,273 |
|
|
|
62 |
% |
|
|
39,496 |
|
|
|
87 |
% |
Lease expense - operating |
|
|
720 |
|
|
|
1 |
% |
|
|
1,060 |
|
|
|
2 |
% |
Administrative and general |
|
|
11,632 |
|
|
|
19 |
% |
|
|
9,924 |
|
|
|
22 |
% |
Depreciation and amortization |
|
|
13,762 |
|
|
|
23 |
% |
|
|
14,371 |
|
|
|
32 |
% |
|
|
|
63,387 |
|
|
|
106 |
% |
|
|
64,851 |
|
|
|
142 |
% |
Gains on Asset Dispositions and Impairments, Net |
|
|
3,599 |
|
|
|
6 |
% |
|
|
2,139 |
|
|
|
5 |
% |
Operating Income (Loss) |
|
|
185 |
|
|
|
0 |
% |
|
|
(17,121 |
) |
|
|
(38 |
)% |
Other Expense, Net |
|
|
(9,153 |
) |
|
|
(15 |
)% |
|
|
(5,811 |
) |
|
|
(13 |
)% |
Loss Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies |
|
|
(8,968 |
) |
|
|
(15 |
)% |
|
|
(22,932 |
) |
|
|
(50 |
)% |
Income Tax Expense (Benefit) |
|
|
1,157 |
|
|
|
2 |
% |
|
|
(2,421 |
) |
|
|
(5 |
)% |
Loss Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(10,125 |
) |
|
|
(17 |
)% |
|
|
(20,511 |
) |
|
|
(45 |
)% |
Equity in Earnings of 50% or Less Owned Companies |
|
|
536 |
|
|
|
1 |
% |
|
|
5,674 |
|
|
|
12 |
% |
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(9,589 |
) |
|
|
(16 |
)% |
|
$ |
(14,837 |
) |
|
|
(33 |
)% |
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 13. Segment Information” to the Unaudited Consolidated Financial Statements included in Part I. Item 1. “Financial Statements” elsewhere in the Quarterly Report on Form 10-Q.
23
The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics):
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
18,359 |
|
|
$ |
12,835 |
|
|
$ |
13,562 |
|
|
$ |
16,229 |
|
|
$ |
14,314 |
|
Fleet Utilization |
|
|
35 |
% |
|
|
87 |
% |
|
|
82 |
% |
|
|
94 |
% |
|
|
76 |
% |
Fleet Available Days |
|
|
1,015 |
|
|
|
1,710 |
|
|
|
1,440 |
|
|
|
906 |
|
|
|
5,071 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
6,564 |
|
|
$ |
18,996 |
|
|
$ |
16,028 |
|
|
$ |
13,827 |
|
|
$ |
55,415 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
360 |
|
|
|
360 |
|
Other marine services |
|
|
3,842 |
|
|
|
(834 |
) |
|
|
(142 |
) |
|
|
1,332 |
|
|
|
4,198 |
|
|
|
|
10,406 |
|
|
|
18,162 |
|
|
|
15,886 |
|
|
|
15,519 |
|
|
|
59,973 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
6,535 |
|
|
|
4,505 |
|
|
|
4,841 |
|
|
|
3,922 |
|
|
|
19,803 |
|
Repairs and maintenance |
|
|
1,194 |
|
|
|
2,553 |
|
|
|
677 |
|
|
|
1,587 |
|
|
|
6,011 |
|
Drydocking |
|
|
43 |
|
|
|
1,184 |
|
|
|
(1,095 |
) |
|
|
(119 |
) |
|
|
13 |
|
Insurance and loss reserves |
|
|
1,041 |
|
|
|
318 |
|
|
|
1,185 |
|
|
|
245 |
|
|
|
2,789 |
|
Fuel, lubes and supplies |
|
|
783 |
|
|
|
2,215 |
|
|
|
1,142 |
|
|
|
679 |
|
|
|
4,819 |
|
Other |
|
|
223 |
|
|
|
1,690 |
|
|
|
1,327 |
|
|
|
598 |
|
|
|
3,838 |
|
|
|
|
9,819 |
|
|
|
12,465 |
|
|
|
8,077 |
|
|
|
6,912 |
|
|
|
37,273 |
|
Direct Vessel Profit |
|
$ |
587 |
|
|
$ |
5,697 |
|
|
$ |
7,809 |
|
|
$ |
8,607 |
|
|
|
22,700 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
136 |
|
|
$ |
429 |
|
|
$ |
76 |
|
|
$ |
79 |
|
|
|
720 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,632 |
|
||||
Depreciation and amortization |
|
|
3,535 |
|
|
|
3,925 |
|
|
|
3,688 |
|
|
|
2,614 |
|
|
|
13,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,114 |
|
||||
Gains on Asset Dispositions and Impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,599 |
|
||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185 |
|
||||
As of March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical cost |
|
$ |
208,241 |
|
|
$ |
287,168 |
|
|
$ |
286,795 |
|
|
$ |
187,124 |
|
|
$ |
969,328 |
|
Accumulated depreciation |
|
|
(99,165 |
) |
|
|
(96,086 |
) |
|
|
(93,132 |
) |
|
|
(35,814 |
) |
|
|
(324,197 |
) |
|
|
$ |
109,076 |
|
|
$ |
191,082 |
|
|
$ |
193,663 |
|
|
$ |
151,310 |
|
|
$ |
645,131 |
|
Total Assets (1) |
|
$ |
146,209 |
|
|
$ |
216,899 |
|
|
$ |
213,461 |
|
|
$ |
172,575 |
|
|
$ |
749,144 |
|
24
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
15,595 |
|
|
$ |
10,006 |
|
|
$ |
9,882 |
|
|
$ |
13,450 |
|
|
$ |
11,312 |
|
Fleet Utilization |
|
|
38 |
% |
|
|
82 |
% |
|
|
77 |
% |
|
|
85 |
% |
|
|
70 |
% |
Fleet Available Days |
|
|
1,314 |
|
|
|
1,499 |
|
|
|
1,800 |
|
|
|
787 |
|
|
|
5,400 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
7,864 |
|
|
$ |
12,280 |
|
|
$ |
13,660 |
|
|
$ |
8,937 |
|
|
$ |
42,741 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
618 |
|
|
|
618 |
|
Other |
|
|
2,052 |
|
|
|
(616 |
) |
|
|
49 |
|
|
|
747 |
|
|
|
2,232 |
|
|
|
|
9,916 |
|
|
|
11,664 |
|
|
|
13,709 |
|
|
|
10,302 |
|
|
|
45,591 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
4,923 |
|
|
|
3,536 |
|
|
|
6,031 |
|
|
|
3,945 |
|
|
|
18,435 |
|
Repairs and maintenance |
|
|
1,101 |
|
|
|
1,579 |
|
|
|
1,832 |
|
|
|
2,279 |
|
|
|
6,791 |
|
Drydocking |
|
|
2,867 |
|
|
|
1,144 |
|
|
|
962 |
|
|
|
— |
|
|
|
4,973 |
|
Insurance and loss reserves |
|
|
229 |
|
|
|
124 |
|
|
|
507 |
|
|
|
326 |
|
|
|
1,186 |
|
Fuel, lubes and supplies |
|
|
662 |
|
|
|
1,473 |
|
|
|
1,010 |
|
|
|
584 |
|
|
|
3,729 |
|
Other |
|
|
224 |
|
|
|
1,828 |
|
|
|
1,627 |
|
|
|
703 |
|
|
|
4,382 |
|
|
|
|
10,006 |
|
|
|
9,684 |
|
|
|
11,969 |
|
|
|
7,837 |
|
|
|
39,496 |
|
Direct Vessel (Loss) Profit |
|
$ |
(90 |
) |
|
$ |
1,980 |
|
|
$ |
1,740 |
|
|
$ |
2,465 |
|
|
|
6,095 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
287 |
|
|
$ |
402 |
|
|
$ |
31 |
|
|
$ |
340 |
|
|
|
1,060 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,924 |
|
||||
Depreciation and amortization |
|
|
4,638 |
|
|
|
3,258 |
|
|
|
4,345 |
|
|
|
2,130 |
|
|
|
14,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,355 |
|
||||
Gains on Asset Dispositions and Impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,139 |
|
||||
Operating Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(17,121 |
) |
||||
As of March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical cost |
|
$ |
280,472 |
|
|
$ |
241,607 |
|
|
$ |
335,121 |
|
|
$ |
149,673 |
|
|
$ |
1,006,873 |
|
Accumulated depreciation |
|
|
(130,455 |
) |
|
|
(77,502 |
) |
|
|
(86,682 |
) |
|
|
(21,805 |
) |
|
|
(316,444 |
) |
|
|
$ |
150,017 |
|
|
$ |
164,105 |
|
|
$ |
248,439 |
|
|
$ |
127,868 |
|
|
$ |
690,429 |
|
Total Assets (1) |
|
$ |
173,269 |
|
|
$ |
181,526 |
|
|
$ |
254,749 |
|
|
$ |
208,711 |
|
|
$ |
818,255 |
|
25
For additional information, the following tables summarize the worldwide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):
|
|
AHTS (1) |
|
|
FSV (2) |
|
|
PSV (3) |
|
|
Liftboats |
|
|
Other |
|
|
Total |
|
||||||
For the Three Months Ended March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average Rates Per Day |
|
$ |
9,244 |
|
|
$ |
10,609 |
|
|
$ |
14,827 |
|
|
$ |
33,936 |
|
|
$ |
— |
|
|
$ |
14,314 |
|
Fleet Utilization |
|
|
81 |
% |
|
|
91 |
% |
|
|
70 |
% |
|
|
50 |
% |
|
|
— |
% |
|
|
76 |
% |
Fleet Available Days |
|
|
391 |
|
|
|
2,070 |
|
|
|
1,800 |
|
|
|
810 |
|
|
|
— |
|
|
|
5,071 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time charter |
|
$ |
2,915 |
|
|
$ |
19,988 |
|
|
$ |
18,800 |
|
|
$ |
13,712 |
|
|
$ |
— |
|
|
$ |
55,415 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
360 |
|
|
|
— |
|
|
|
— |
|
|
|
360 |
|
Other marine services |
|
|
(152 |
) |
|
|
(377 |
) |
|
|
840 |
|
|
|
2,776 |
|
|
|
1,111 |
|
|
|
4,198 |
|
|
|
|
2,763 |
|
|
|
19,611 |
|
|
|
20,000 |
|
|
|
16,488 |
|
|
|
1,111 |
|
|
|
59,973 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel |
|
|
995 |
|
|
|
4,861 |
|
|
|
8,849 |
|
|
|
5,068 |
|
|
|
30 |
|
|
|
19,803 |
|
Repairs and maintenance |
|
|
216 |
|
|
|
1,867 |
|
|
|
3,475 |
|
|
|
499 |
|
|
|
(46 |
) |
|
|
6,011 |
|
Drydocking |
|
|
420 |
|
|
|
128 |
|
|
|
609 |
|
|
|
(1,141 |
) |
|
|
(3 |
) |
|
|
13 |
|
Insurance and loss reserves |
|
|
68 |
|
|
|
334 |
|
|
|
419 |
|
|
|
1,907 |
|
|
|
61 |
|
|
|
2,789 |
|
Fuel, lubes and supplies |
|
|
476 |
|
|
|
1,382 |
|
|
|
2,331 |
|
|
|
619 |
|
|
|
11 |
|
|
|
4,819 |
|
Other |
|
|
295 |
|
|
|
1,236 |
|
|
|
2,314 |
|
|
|
(28 |
) |
|
|
21 |
|
|
|
3,838 |
|
|
|
|
2,470 |
|
|
|
9,808 |
|
|
|
17,997 |
|
|
|
6,924 |
|
|
|
74 |
|
|
|
37,273 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease expense |
|
$ |
331 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
389 |
|
|
|
720 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,632 |
|
|||||
Depreciation and amortization |
|
|
298 |
|
|
|
4,946 |
|
|
|
4,262 |
|
|
|
4,214 |
|
|
|
42 |
|
|
|
13,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,114 |
|
|||||
Gains on Asset Dispositions and Impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,599 |
|
|||||
Operating Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
185 |
|
|||||
As of March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Historical cost |
|
$ |
27,646 |
|
|
$ |
352,889 |
|
|
$ |
301,423 |
|
|
$ |
265,309 |
|
|
$ |
22,061 |
|
|
$ |
969,328 |
|
Accumulated depreciation |
|
|
(18,890 |
) |
|
|
(135,192 |
) |
|
|
(40,943 |
) |
|
|
(107,537 |
) |
|
|
(21,635 |
) |
|
|
(324,197 |
) |
|
|
$ |
8,756 |
|
|
$ |
217,697 |
|
|
$ |
260,480 |
|
|
$ |
157,772 |
|
|
$ |
426 |
|
|
$ |
645,131 |
|
26
|
|
AHTS |
|
|
FSV |
|
|
PSV |
|
|
Specialty |
|
|
Liftboats |
|
|
Other |
|
|
Total |
|
|||||||
For the Three Months Ended March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average Rates Per Day |
|
$ |
8,908 |
|
|
$ |
8,621 |
|
|
$ |
12,188 |
|
|
$ |
— |
|
|
$ |
22,416 |
|
|
$ |
— |
|
|
$ |
11,312 |
|
Fleet Utilization |
|
|
66 |
% |
|
|
80 |
% |
|
|
72 |
% |
|
|
— |
% |
|
|
49 |
% |
|
|
— |
% |
|
|
70 |
% |
Fleet Available Days |
|
|
540 |
|
|
|
2,160 |
|
|
|
1,800 |
|
|
|
90 |
|
|
|
810 |
|
|
|
— |
|
|
|
5,400 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Time charter |
|
$ |
3,188 |
|
|
$ |
14,900 |
|
|
$ |
15,823 |
|
|
$ |
— |
|
|
$ |
8,830 |
|
|
$ |
— |
|
|
$ |
42,741 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
618 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
618 |
|
Other marine services |
|
|
(160 |
) |
|
|
(254 |
) |
|
|
44 |
|
|
|
— |
|
|
|
1,463 |
|
|
|
1,139 |
|
|
|
2,232 |
|
|
|
|
3,028 |
|
|
|
14,646 |
|
|
|
16,485 |
|
|
|
— |
|
|
|
10,293 |
|
|
|
1,139 |
|
|
|
45,591 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Personnel |
|
|
1,136 |
|
|
|
5,070 |
|
|
|
8,193 |
|
|
|
1 |
|
|
|
4,035 |
|
|
|
— |
|
|
|
18,435 |
|
Repairs and maintenance |
|
|
293 |
|
|
|
1,800 |
|
|
|
3,701 |
|
|
|
— |
|
|
|
1,012 |
|
|
|
(15 |
) |
|
|
6,791 |
|
Drydocking |
|
|
(7 |
) |
|
|
1,277 |
|
|
|
1,302 |
|
|
|
— |
|
|
|
2,401 |
|
|
|
— |
|
|
|
4,973 |
|
Insurance and loss reserves |
|
|
(137 |
) |
|
|
260 |
|
|
|
428 |
|
|
|
2 |
|
|
|
1,215 |
|
|
|
(582 |
) |
|
|
1,186 |
|
Fuel, lubes and supplies |
|
|
144 |
|
|
|
1,544 |
|
|
|
1,434 |
|
|
|
2 |
|
|
|
605 |
|
|
|
— |
|
|
|
3,729 |
|
Other |
|
|
439 |
|
|
|
1,941 |
|
|
|
1,348 |
|
|
|
11 |
|
|
|
644 |
|
|
|
(1 |
) |
|
|
4,382 |
|
|
|
|
1,868 |
|
|
|
11,892 |
|
|
|
16,406 |
|
|
|
16 |
|
|
|
9,912 |
|
|
|
(598 |
) |
|
|
39,496 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lease expense |
|
$ |
449 |
|
|
$ |
— |
|
|
$ |
291 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
320 |
|
|
|
1,060 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,924 |
|
||||||
Depreciation and amortization |
|
|
494 |
|
|
|
4,945 |
|
|
|
3,786 |
|
|
|
— |
|
|
|
4,964 |
|
|
|
182 |
|
|
|
14,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,355 |
|
||||||
Gains on Asset Dispositions and Impairments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,139 |
|
||||||
Operating Loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(17,121 |
) |
||||||
As of March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Historical cost |
|
$ |
50,189 |
|
|
$ |
361,785 |
|
|
$ |
282,305 |
|
|
$ |
3,163 |
|
|
$ |
290,529 |
|
|
$ |
18,902 |
|
|
$ |
1,006,873 |
|
Accumulated depreciation |
|
|
(34,251 |
) |
|
|
(121,714 |
) |
|
|
(24,441 |
) |
|
|
(3,138 |
) |
|
|
(114,480 |
) |
|
|
(18,420 |
) |
|
|
(316,444 |
) |
|
|
$ |
15,938 |
|
|
$ |
240,071 |
|
|
$ |
257,864 |
|
|
$ |
25 |
|
|
$ |
176,049 |
|
|
$ |
482 |
|
|
$ |
690,429 |
|
Fleet Counts. The Company’s fleet count as of March 31, 2023 and December 31, 2022 was as follows:
|
|
Owned |
|
|
Leased-in |
|
|
Managed |
|
|
Total |
|
||||
March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
3 |
|
|
|
1 |
|
|
|
— |
|
|
|
4 |
|
FSV |
|
|
22 |
|
|
|
1 |
|
|
|
2 |
|
|
|
25 |
|
PSV |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
Liftboats |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
|
55 |
|
|
|
2 |
|
|
|
2 |
|
|
|
59 |
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
5 |
|
FSV |
|
|
22 |
|
|
|
1 |
|
|
|
2 |
|
|
|
25 |
|
PSV |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
Liftboats |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
|
55 |
|
|
|
3 |
|
|
|
2 |
|
|
|
60 |
|
27
Operating Income (Loss)
United States, primarily Gulf of Mexico. For the three months ended March 31, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in the U.S. were as follows (in thousands, except statistics):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
|
||
FSV |
|
|
9,539 |
|
|
|
|
|
|
10,836 |
|
|
|
|
||
PSV |
|
|
15,100 |
|
|
|
|
|
|
14,789 |
|
|
|
|
||
Liftboats |
|
|
27,065 |
|
|
|
|
|
|
18,100 |
|
|
|
|
||
Overall |
|
|
18,359 |
|
|
|
|
|
|
15,595 |
|
|
|
|
||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
|
|
|
— |
% |
|
|
|
|
|
— |
% |
||
FSV |
|
|
|
|
|
55 |
% |
|
|
|
|
|
36 |
% |
||
PSV |
|
|
|
|
|
24 |
% |
|
|
|
|
|
62 |
% |
||
Liftboats |
|
|
|
|
|
31 |
% |
|
|
|
|
|
40 |
% |
||
Overall |
|
|
|
|
|
35 |
% |
|
|
|
|
|
38 |
% |
||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
31 |
|
|
|
|
|
|
180 |
|
|
|
|
||
FSV |
|
|
270 |
|
|
|
|
|
|
270 |
|
|
|
|
||
PSV |
|
|
171 |
|
|
|
|
|
|
270 |
|
|
|
|
||
Liftboats |
|
|
543 |
|
|
|
|
|
|
594 |
|
|
|
|
||
Overall |
|
|
1,015 |
|
|
|
|
|
|
1,314 |
|
|
|
|
||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time charter |
|
$ |
6,564 |
|
|
|
63 |
% |
|
$ |
7,864 |
|
|
|
79 |
% |
Other marine services |
|
|
3,842 |
|
|
|
37 |
% |
|
|
2,052 |
|
|
|
21 |
% |
|
|
|
10,406 |
|
|
|
100 |
% |
|
|
9,916 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel |
|
|
6,535 |
|
|
|
63 |
% |
|
|
4,923 |
|
|
|
50 |
% |
Repairs and maintenance |
|
|
1,194 |
|
|
|
11 |
% |
|
|
1,101 |
|
|
|
11 |
% |
Drydocking |
|
|
43 |
|
|
|
0 |
% |
|
|
2,867 |
|
|
|
29 |
% |
Insurance and loss reserves |
|
|
1,041 |
|
|
|
10 |
% |
|
|
229 |
|
|
|
2 |
% |
Fuel, lubes and supplies |
|
|
783 |
|
|
|
8 |
% |
|
|
662 |
|
|
|
7 |
% |
Other |
|
|
223 |
|
|
|
2 |
% |
|
|
224 |
|
|
|
2 |
% |
|
|
|
9,819 |
|
|
|
94 |
% |
|
|
10,006 |
|
|
|
101 |
% |
Direct Vessel Profit (Loss) |
|
$ |
587 |
|
|
|
6 |
% |
|
$ |
(90 |
) |
|
|
(1 |
)% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $1.3 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $1.0 million lower due to the repositioning of vessels between geographic regions and $0.3 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 $1.8 million higher primarily due to business interruption insurance revenue and higher mobilization revenues. As of March 31, 2023, the Company had two of ten owned and leased-in vessels (one FSV and one liftboat) cold-stacked in this region compared with four of 15 vessels (two AHTS, one FSV and one liftboat) as of March 31, 2022.
Direct Operating Expenses. Direct operating expenses were $0.2 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.3 million lower due to the repositioning of vessels between geographic regions partially offset by $1.1 million for the Regional Core Fleet primarily due to the timing of the release of accrued aggregate insurance deductibles for prior years and increased labor costs.
28
Africa and Europe. For the three months ended March 31, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
$ |
10,121 |
|
|
|
|
|
$ |
9,925 |
|
|
|
|
||
FSV |
|
|
12,553 |
|
|
|
|
|
|
9,862 |
|
|
|
|
||
PSV |
|
|
15,176 |
|
|
|
|
|
|
10,483 |
|
|
|
|
||
Overall |
|
|
12,835 |
|
|
|
|
|
|
10,006 |
|
|
|
|
||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
|
|
|
93 |
% |
|
|
|
|
|
100 |
% |
||
FSV |
|
|
|
|
|
93 |
% |
|
|
|
|
|
78 |
% |
||
PSV |
|
|
|
|
|
73 |
% |
|
|
|
|
|
78 |
% |
||
Overall |
|
|
|
|
|
87 |
% |
|
|
|
|
|
82 |
% |
||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
270 |
|
|
|
|
|
|
270 |
|
|
|
|
||
FSV |
|
|
900 |
|
|
|
|
|
|
900 |
|
|
|
|
||
PSV |
|
|
540 |
|
|
|
|
|
|
329 |
|
|
|
|
||
Overall |
|
|
1,710 |
|
|
|
|
|
|
1,499 |
|
|
|
|
||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time charter |
|
$ |
18,996 |
|
|
|
105 |
% |
|
$ |
12,280 |
|
|
|
105 |
% |
Other marine services |
|
|
(834 |
) |
|
|
(5 |
)% |
|
|
(616 |
) |
|
|
(5 |
)% |
|
|
|
18,162 |
|
|
|
100 |
% |
|
|
11,664 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel |
|
|
4,505 |
|
|
|
25 |
% |
|
|
3,536 |
|
|
|
30 |
% |
Repairs and maintenance |
|
|
2,553 |
|
|
|
14 |
% |
|
|
1,579 |
|
|
|
14 |
% |
Drydocking |
|
|
1,184 |
|
|
|
7 |
% |
|
|
1,144 |
|
|
|
10 |
% |
Insurance and loss reserves |
|
|
318 |
|
|
|
2 |
% |
|
|
124 |
|
|
|
1 |
% |
Fuel, lubes and supplies |
|
|
2,215 |
|
|
|
12 |
% |
|
|
1,473 |
|
|
|
13 |
% |
Other |
|
|
1,690 |
|
|
|
9 |
% |
|
|
1,828 |
|
|
|
15 |
% |
|
|
|
12,465 |
|
|
|
69 |
% |
|
|
9,684 |
|
|
|
83 |
% |
Direct Vessel Profit |
|
$ |
5,697 |
|
|
|
31 |
% |
|
$ |
1,980 |
|
|
|
17 |
% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $6.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.6 million higher due to the repositioning of vessels between geographic regions and $2.8 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.7 million decrease due to net asset dispositions. As of March 31, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $2.8 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to the repositioning of vessels between geographic regions.
29
Middle East and Asia. For the three months ended March 31, 2023 and 2022 the Company’s time charter statistics and direct vessel (loss) profit in the Middle East and Asia were as follows (in thousands, except statistics):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
$ |
5,804 |
|
|
|
|
|
$ |
5,785 |
|
|
|
|
||
FSV |
|
|
8,687 |
|
|
|
|
|
|
7,382 |
|
|
|
|
||
PSV |
|
|
8,654 |
|
|
|
|
|
|
8,239 |
|
|
|
|
||
Liftboats |
|
|
42,499 |
|
|
|
|
|
|
29,000 |
|
|
|
|
||
Overall |
|
|
13,562 |
|
|
|
|
|
|
9,882 |
|
|
|
|
||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
|
|
|
71 |
% |
|
|
|
|
|
98 |
% |
||
FSV |
|
|
|
|
|
100 |
% |
|
|
|
|
|
94 |
% |
||
PSV |
|
|
|
|
|
50 |
% |
|
|
|
|
|
60 |
% |
||
Liftboats |
|
|
|
|
|
98 |
% |
|
|
|
|
|
84 |
% |
||
Overall |
|
|
|
|
|
82 |
% |
|
|
|
|
|
77 |
% |
||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
90 |
|
|
|
|
|
|
90 |
|
|
|
|
||
FSV |
|
|
720 |
|
|
|
|
|
|
810 |
|
|
|
|
||
PSV |
|
|
450 |
|
|
|
|
|
|
630 |
|
|
|
|
||
Liftboats |
|
|
180 |
|
|
|
|
|
|
180 |
|
|
|
|
||
Specialty (1) |
|
|
— |
|
|
|
|
|
|
90 |
|
|
|
|
||
Overall |
|
|
1,440 |
|
|
|
|
|
|
1,800 |
|
|
|
|
||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time charter |
|
$ |
16,028 |
|
|
|
101 |
% |
|
$ |
13,660 |
|
|
|
100 |
% |
Other marine services |
|
|
(142 |
) |
|
|
(1 |
)% |
|
|
49 |
|
|
|
0 |
% |
|
|
|
15,886 |
|
|
|
100 |
% |
|
|
13,709 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel |
|
|
4,841 |
|
|
|
31 |
% |
|
|
6,031 |
|
|
|
44 |
% |
Repairs and maintenance |
|
|
677 |
|
|
|
5 |
% |
|
|
1,832 |
|
|
|
13 |
% |
Drydocking |
|
|
(1,095 |
) |
|
|
(7 |
)% |
|
|
962 |
|
|
|
7 |
% |
Insurance and loss reserves |
|
|
1,185 |
|
|
|
7 |
% |
|
|
507 |
|
|
|
4 |
% |
Fuel, lubes and supplies |
|
|
1,142 |
|
|
|
7 |
% |
|
|
1,010 |
|
|
|
7 |
% |
Other |
|
|
1,327 |
|
|
|
8 |
% |
|
|
1,627 |
|
|
|
12 |
% |
|
|
|
8,077 |
|
|
|
51 |
% |
|
|
11,969 |
|
|
|
87 |
% |
Direct Vessel Profit |
|
$ |
7,809 |
|
|
|
49 |
% |
|
$ |
1,740 |
|
|
|
13 |
% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $2.4 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.3 million higher for the Regional Core Fleet as a result of increased day rates and utilization and $1.9 million lower due to the repositioning of vessels between geographic regions. As of March 31, 2023, the Company had no owned or leased-in vessels cold-stacked in this region compared with one of 20 owned and leased-in vessels (one specialty) as of March 31, 2022.
Direct Operating Expenses. Direct operating expenses were $3.9 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.4 million lower due to the repositioning of vessels between geographic regions and $1.5 million lower for the Regional Core Fleet primarily due to the insurance reimbursement of costs expensed in prior periods.
30
Latin America (Brazil, Mexico, Central and South America). For the three months ended March 31, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):
|
|
For the Three Months Ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2022 |
|
||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FSV |
|
$ |
10,136 |
|
|
|
|
|
$ |
7,786 |
|
|
|
|
||
PSV |
|
|
16,838 |
|
|
|
|
|
|
15,225 |
|
|
|
|
||
Liftboats |
|
|
28,025 |
|
|
|
|
|
|
35,150 |
|
|
|
|
||
Overall |
|
|
16,229 |
|
|
|
|
|
|
13,450 |
|
|
|
|
||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FSV |
|
|
|
|
|
100 |
% |
|
|
|
|
|
93 |
% |
||
PSV |
|
|
|
|
|
96 |
% |
|
|
|
|
|
87 |
% |
||
Liftboats |
|
|
|
|
|
71 |
% |
|
|
|
|
|
8 |
% |
||
Overall |
|
|
|
|
|
94 |
% |
|
|
|
|
|
85 |
% |
||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FSV |
|
|
180 |
|
|
|
|
|
|
180 |
|
|
|
|
||
PSV |
|
|
639 |
|
|
|
|
|
|
571 |
|
|
|
|
||
Liftboats |
|
|
87 |
|
|
|
|
|
|
36 |
|
|
|
|
||
Overall |
|
|
906 |
|
|
|
|
|
|
787 |
|
|
|
|
||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time charter |
|
$ |
13,827 |
|
|
|
89 |
% |
|
$ |
8,937 |
|
|
|
87 |
% |
Bareboat charter |
|
|
360 |
|
|
|
2 |
% |
|
|
618 |
|
|
|
6 |
% |
Other marine services |
|
|
1,332 |
|
|
|
9 |
% |
|
|
747 |
|
|
|
7 |
% |
|
|
|
15,519 |
|
|
|
100 |
% |
|
|
10,302 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Personnel |
|
|
3,922 |
|
|
|
25 |
% |
|
|
3,945 |
|
|
|
38 |
% |
Repairs and maintenance |
|
|
1,587 |
|
|
|
10 |
% |
|
|
2,279 |
|
|
|
22 |
% |
Drydocking |
|
|
(119 |
) |
|
|
(1 |
)% |
|
|
— |
|
|
|
— |
% |
Insurance and loss reserves |
|
|
245 |
|
|
|
2 |
% |
|
|
326 |
|
|
|
3 |
% |
Fuel, lubes and supplies |
|
|
679 |
|
|
|
5 |
% |
|
|
584 |
|
|
|
6 |
% |
Other |
|
|
598 |
|
|
|
4 |
% |
|
|
703 |
|
|
|
7 |
% |
|
|
|
6,912 |
|
|
|
45 |
% |
|
|
7,837 |
|
|
|
76 |
% |
Direct Vessel Profit |
|
$ |
8,607 |
|
|
|
55 |
% |
|
$ |
2,465 |
|
|
|
24 |
% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $4.6 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $3.4 million higher due to the repositioning of vessels between geographic regions and $1.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization. As of March 31, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $0.9 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to the timing of certain repair expenditures.
Other Operating Expenses
Lease Expense. Leased-in equipment expense for the Current Year Quarter was essentially flat compared with the Prior Year Quarter.
Administrative and general. Administrative and general expenses for the Current Year Quarter were $1.7 million higher compared to the Prior Year Quarter due to increases in salaries and benefits expenses in the Current Year Quarter.
Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter were $0.6 million lower compared to the Prior Year Quarter primarily due to net fleet changes.
31
Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold three liftboats and other equipment, previously classified as held for sale, as well as other equipment, for net cash proceeds of $7.6 million, after transaction costs, and a gain of $2.6 million. During the Prior Year Quarter, the Company sold one liftboat, previously removed from service and office space for net cash proceeds of $5.3 million, after transaction costs, and a gain of $2.2 million, which included impairment charges of $0.9 million for the FSV classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022.
Other Income (Expense), Net
For the three months ended March 31, 2023 and 2022, the Company’s other income (expense) was as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Other Income (Expense): |
|
|
|
|
|
|
||
Interest income |
|
$ |
460 |
|
|
$ |
29 |
|
Interest expense |
|
|
(8,788 |
) |
|
|
(6,627 |
) |
Derivative losses, net |
|
|
— |
|
|
|
(34 |
) |
Foreign currency gains (losses), net |
|
|
(825 |
) |
|
|
821 |
|
|
|
$ |
(9,153 |
) |
|
$ |
(5,811 |
) |
Interest income. Interest income for the Current Year Quarter compared with the Prior Year Quarter was higher due to interest received for the loan due from MexMar.
Interest expense. Interest expense was higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to a higher interest rate on the 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 variable rate debt.
Derivative losses, net. Net derivative losses for the Current Year Quarter compared with the Prior Year Quarter decreased due to the Company no longer having a conversion option liability.
Foreign currency gains (losses), net. Foreign currency gains for the Current Year Quarter compared to foreign currency losses for the Prior Year Quarter was primarily due to various changes in foreign currencies.
Income Tax Expense
During the three months ended March 31, 2023, the Company’s effective income tax rate of 12.89% 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.
Equity in Earnings of 50% or Less Owned Companies
Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $5.1 million lower due to the following changes in equity earnings (losses) (in thousands):
|
|
Three Months Ended March 31, |
|
|
|||||
|
|
2023 |
|
|
2022 |
|
|
||
MexMar |
|
$ |
— |
|
|
$ |
4,233 |
|
|
SEACOR Arabia |
|
|
202 |
|
|
|
511 |
|
|
Offshore Vessel Holdings |
|
|
— |
|
|
|
615 |
|
|
Other |
|
|
334 |
|
|
|
315 |
|
|
|
|
$ |
536 |
|
|
$ |
5,674 |
|
|
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
32
or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC. As a result, the Company expects its equity in earnings of 50% or less owned companies not to be significant in future periods.
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 of 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 March 31, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $43.7 million. As of March 31, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $39.9 million. The Company also expects that it will receive $5.0 million for each of the next two quarters as MexMar pays off the remaining $10.0 million under its loan which is held entirely by the Company.
As of March 31, 2023, the Company had outstanding debt of $315.0 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of March 31, 2023, are as follows (in thousands):
|
|
Actual |
|
|
Remainder 2023 |
|
$ |
52,904 |
|
2024 |
|
$ |
66,656 |
|
2025 |
|
$ |
23,951 |
|
2026 |
|
$ |
162,897 |
|
2027 |
|
$ |
11,365 |
|
Years subsequent to 2027 |
|
$ |
37,413 |
|
|
|
$ |
355,186 |
|
As of March 31, 2023, the Company had unfunded capital commitments of $1.7 million for miscellaneous vessel equipment payable during the remainder of 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.
Summary of Cash Flows
The following is a summary of the Company’s cash flows for the three months ended March 31, 2023 and 2022 (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows provided by or (used in): |
|
|
|
|
|
|
||
Operating Activities |
|
$ |
(552 |
) |
|
$ |
1,115 |
|
Investing Activities |
|
|
12,141 |
|
|
|
5,466 |
|
Financing Activities |
|
|
(10,982 |
) |
|
|
(7,889 |
) |
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents |
|
|
— |
|
|
|
(1 |
) |
Net Change in Cash, Restricted Cash and Cash Equivalents |
|
$ |
607 |
|
|
$ |
(1,309 |
) |
Operating Activities
Cash flows provided by operating activities decreased by $1.7 million in the Current Year Quarter compared with the Prior Year Quarter primarily due to working capital timing. The components of cash flows
33
provided by and/or used in operating activities during the Current Year Quarter and Prior Year Quarter were as follows (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
DVP: |
|
|
|
|
|
|
||
United States, primarily Gulf of Mexico |
|
$ |
587 |
|
|
$ |
(90 |
) |
Africa and Europe |
|
|
5,697 |
|
|
|
1,980 |
|
Middle East and Asia |
|
|
7,809 |
|
|
|
1,740 |
|
Latin America |
|
|
8,607 |
|
|
|
2,465 |
|
Operating, leased-in equipment |
|
|
(641 |
) |
|
|
(543 |
) |
Administrative and general (excluding provisions for bad debts and amortization of share awards) |
|
|
(10,509 |
) |
|
|
(9,020 |
) |
Dividends received from 50% or less owned companies |
|
|
— |
|
|
|
725 |
|
|
|
|
11,550 |
|
|
|
(2,743 |
) |
Changes in operating assets and liabilities before interest and income taxes |
|
|
(6,314 |
) |
|
|
7,301 |
|
Cash settlements on derivative transactions, net |
|
|
154 |
|
|
|
(373 |
) |
Interest paid, excluding capitalized interest (1) |
|
|
(5,956 |
) |
|
|
(3,099 |
) |
Interest received |
|
|
460 |
|
|
|
29 |
|
Income taxes paid, net |
|
|
(446 |
) |
|
|
— |
|
Total cash flows (used in) provided by operating activities |
|
$ |
(552 |
) |
|
$ |
1,115 |
|
For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.
Investing Activities
During the Current Year Quarter, net cash provided by investing activities was $12.1 million, primarily as a result of the following:
During the Prior Year Quarter, net cash provided by investing activities was $5.5 million, primarily as a result of the following:
Financing Activities
During the Current Year Quarter, net cash used in financing activities was $11.0 million, primarily as a result of the following:
34
During the Prior Year Quarter, net cash used in financing activities was $7.9 million primarily as a result of the following:
Short and Long-Term Liquidity Requirements
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 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.
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 2. Note Receivable” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
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 unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 8. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2022 Annual Report. Other than as set forth below there has not been any material changes to the agreements governing the Company’s long-term debt during the period.
On March 2, 2023, the Company and SMFH entered into SMFH Amendment No. 7 to the Second A&R SMFH Credit Facility Guaranty. 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. As of the last day of each fiscal quarter thereafter, the interest coverage ratio is required to be at least 2.00:1.00.
35
Future Cash Requirements
For a discussion of the Company’s future cash requirements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s 2022 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2022, except as described in “Results of Operations - Liquidity and Capital Resources”.
Contingencies
For a discussion of the Company’s contingencies, see “Note 11. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
36
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a discussion of the Company’s exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s 2022 Annual Report. There has been no material change in the Company’s exposure to market risk during the three months ended March 31, 2023.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of March 31, 2023. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
37
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of developments with respect to pending legal proceedings described in the Company’s 2022 Annual Report, see “Note 11. Commitments and Contingencies” included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
ITEM 1A. RISK FACTORS
For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2022 Annual Report. There have been no material changes in the Company’s risk factors during the Current Year Quarter.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a), (b) None.
(c) This table provides information with respect to purchases by the Company of shares of its Common Stock during the Current Year Quarter:
|
|
Total Number of |
|
|
Average Price per |
|
|
Total Number of |
|
|
Maximum Number |
|
||||
January 1, 2023 to January 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
February 1, 2023 to February 28, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
March 1, 2023 to March 31, 2023 |
|
|
220,207 |
|
|
$ |
10.29 |
|
|
|
— |
|
|
|
— |
|
For the three months ended March 31, 2023, the Company acquired for treasury 220,207 shares of Common Stock from its employees for an aggregate purchase price of $2,265,930 to cover their tax withholding obligations upon the lapsing of restrictions on share awards. These shares were purchased in accordance with the terms of the Company’s 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
38
ITEM 6. EXHIBITS
|
|
|
10.1* |
|
|
|
|
|
10.2+ |
|
|
|
|
|
10.3+ |
|
|
|
|
|
31.1 |
|
|
|
|
|
31.2 |
|
|
|
|
|
32 |
|
|
|
|
|
101.INS** |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
101.SCH** |
|
Inline XBRL Taxonomy Extension Schema |
|
|
|
101.CAL** |
|
Inline XBRL Taxonomy Extension Calculation Linkbase |
|
|
|
101.DEF** |
|
Inline XBRL Taxonomy Extension Definition Linkbase |
|
|
|
101.LAB** |
|
Inline XBRL Taxonomy Extension Label Linkbase |
|
|
|
101.PRE** |
|
Inline XBRL Taxonomy Extension Presentation Linkbase |
|
|
|
104 |
|
The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, has been formatted in Inline XBRL. |
|
|
|
* Incorporated by reference.
+ Management contract or compensatory plan or arrangement.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
SEACOR Marine Holdings Inc. (Registrant) |
|
|
|
|
|
|
Date: |
|
May 3, 2023 |
By: |
|
/s/ John Gellert |
|
|
|
|
|
John Gellert, President, Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
Date: |
|
May 3, 2023 |
By: |
|
/s/ Jesús Llorca |
|
|
|
|
|
Jesús Llorca, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Date: |
|
May 3, 2023 |
By: |
|
/s/ Gregory S. Rossmiller |
|
|
|
|
|
Gregory S. Rossmiller, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
40
Exhibit 10.2
RESTRICTED STOCK GRANT AGREEMENT
PURSUANT TO THE SEACOR MARINE HOLDINGS INC.
2022 EQUITY INCENTIVE PLAN
THIS RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”), dated as of [________], 20[__], is between SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), and [__________] (the “Grantee”).
W I T N E S S E T H :
WHEREAS, the Grantee is an employee of, or consultant to, the Company or its Affiliates; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the Grantee desires to accept, Shares, upon the terms and subject to the conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:
Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock shall vest in the Grantee as follows and on the respective dates herein set forth (each such date, a “Vesting Date”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “Blackout Period”), then the Restricted Stock otherwise ordinarily scheduled to vest on such Vesting Date shall instead vest on the earlier of (a) the first day following the termination of the applicable Blackout Period, or (b) December 31 of the year in which the Vesting Date was originally scheduled to occur:
DATE |
NUMBER OF SHARES |
[_______], 20[__] |
1/3rd of the Restricted Stock |
[_______], 20[__] |
1/3rd of the Restricted Stock |
[_______], 20[__] |
1/3rd of the Restricted Stock |
Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned shares of Restricted Stock shall vest immediately, without any action on the part of the Company (or its successor as applicable) or the Grantee if, prior to a Forfeiture (as defined below) by the Grantee pursuant to Paragraph 4 hereof, any of the following events occur:
2
3
4
IN WITNESS WHEREOF, the Company has executed this Agreement on the date and year first above written.
SEACOR MARINE HOLDINGS INC.
___________________________________
[Name]
[Title]
The undersigned hereby accepts, and agrees to, all terms and provisions of the foregoing Restricted Stock Grant Agreement.
GRANTEE
Signature: ______________________________________
Name: ______________________________________
Date: ______________________________________
5
Exhibit 10.3
PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT
PURSUANT TO THE SEACOR MARINE HOLDINGS INC.
2022 EQUITY INCENTIVE PLAN
THIS PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT (this “Agreement”), dated as of [________], 20[__] (the “Grant Date”), is between SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), and [__________] (the “Grantee”). This Agreement is subject to all terms and provisions of the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan (and as amended, modified or supplemented from time to time, the “Plan”), which are incorporated herein by reference. In the event of any conflict, the terms and provisions of the Plan shall control over the terms and provisions of this Agreement. All capitalized terms herein shall have the meanings given to such terms by the Plan unless otherwise defined herein or unless the context clearly indicates otherwise.
W I T N E S S E T H:
WHEREAS, the Grantee is an employee of, or consultant to, the Company or its Affiliates; and
WHEREAS, the Company desires to issue and grant to the Grantee, and the Grantee desires to accept, this Award, upon the terms and subject to the conditions herein set forth;
NOW, THEREFORE, in consideration of the promises and the mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:
Share Price Hurdle Conditions: Except as otherwise provided herein, the PRSUs granted under this Agreement shall become eligible to vest upon the achievement of the following Share price hurdles (once the applicable price threshold is achieved, the “Eligible Units”):
Tranche A if the closing price of a Share on the NYSE is maintained at $[____] and above for 60 consecutive trading days during the Performance Period;
Tranche B if the closing price of a Share on the NYSE is maintained at $[____] and above for 60 consecutive trading days during the Performance Period;
Tranche C if the closing price of a Share on the NYSE is maintained at $[____] and above for 60 consecutive trading days during the Performance Period;
DEPTS.00106
Tranche D if the closing price of a Share on the NYSE is maintained at $[____] and above for 60 consecutive trading days during the Performance Period; and
Tranche E if the closing price of a Share on the NYSE is maintained at $[____] and above for 60 consecutive trading days during the Performance Period.
“Performance Period” means the period beginning on and including the Grant Date and ending on and including the third (3rd) anniversary of the Grant Date.
Except as set forth in Section 3 below, any Eligible Units that are earned pursuant to this Section 2 will only be settled in accordance with Section 5 if the Grantee remains continuously employed by the Company or an Affiliate through the last day of the Performance Period (the “Time-Based Requirement”). Any PRSUs that do not constitute Eligible Units as of the last day of the Performance Period will be automatically forfeited without consideration.
A. The Grantee has the legal right and capacity to enter into this Agreement and fully understands the terms and conditions of this Agreement.
B. The Grantee is acquiring the PRSUs (and any Shares issued thereunder) for investment purposes only and not with a view to, or in connection with, the public distribution thereof in violation of the Securities Act of 1933, as amended (the “Securities Act”).
C. If any PRSUs or the Shares thereunder shall be registered under the Securities Act, no public offering (otherwise than on a national securities exchange, as defined in the Securities Exchange Act of 1934, as amended) of any Shares acquired hereunder shall be made by the Grantee (or any other person) under such circumstances that he or she (or such person) may be deemed an underwriter, as defined in the Securities Act.
D. The Grantee understands and agrees that none of the PRSUs or the Shares thereunder may be offered, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of except in compliance with this Agreement and the Securities Act pursuant to an effective registration statement or applicable exemption from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws, and then only in accordance with any applicable insider trading policy of the Company (as may be in effect from time to time, the “Insider Trading Policy”). The Grantee further understands that the Company has no obligation to cause or to refrain from causing the resale of any Shares issued in respect of the PRSUs or shares of its capital stock to be registered under the Securities Act or to comply with any exemption under the Securities Act which would permit any Shares issued in respect of the PRSUs to be sold or otherwise transferred by the Grantee. The Grantee further understands that, without approval in writing pursuant to the Insider Trading Policy, no trade
may be executed in any interest or position relating to the future price of Company securities, such as a put option, call option, or short sale (which prohibition includes, among other things, establishing any “collar” or other mechanism for the purpose of establishing a price).
E. Notwithstanding anything herein to the contrary, the Company shall have no obligation to deliver any Shares hereunder or make any other distribution of benefits under hereunder unless such delivery or distribution would comply with all applicable laws (including, without limitation, the Securities Act), and the applicable requirements of any securities exchange or similar entity.
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, the Company has executed this Agreement on the date and year first written above.
SEACOR MARINE HOLDINGS INC.
____________________________________
[Name]
[Title]
The undersigned hereby accepts, and agrees to, all terms and provisions of the foregoing Performance Restricted Stock Unit Grant Agreement.
______________________________________________
Name: ________________________________________
Dated: ________________________________________
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
I, John Gellert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEACOR Marine Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
|
Date: |
May 3, 2023 |
|
|
/s/ John Gellert |
|
Name: |
John Gellert |
Title: |
President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO
RULE 13a-14(a) AND RULE 15d-14(a), AS AMENDED
I, Jesús Llorca, certify that:
1. I have reviewed this quarterly report on Form 10-Q of SEACOR Marine Holdings Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5. The Registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.
|
|
Date: |
May 3, 2023 |
|
|
/s/ Jesús Llorca |
|
Name: |
Jesús Llorca |
Title: |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Each of the undersigned, the Chief Executive Officer and the Chief Financial Officer of SEACOR Marine Holdings Inc. (the “Company”), hereby certifies, to the best of her/his knowledge and belief, that the Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Periodic Report”) accompanying this certification fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act and is not intended to be used for any other purpose.
|
|
Date: |
May 3, 2023 |
|
|
/s/ John Gellert |
|
Name: |
John Gellert |
Title: |
President and Chief Executive Officer (Principal Executive Officer) |
|
|
Date: |
May 3, 2023 |
|
|
/s/ Jesús Llorca |
|
Name: |
Jesús Llorca |
Title: |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |