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 |
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Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of October 27, 2023 was
SEACOR MARINE HOLDINGS INC.
Table of Contents
Part I. |
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Item 1. |
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Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Part II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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September 30, 2023 |
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December 31, 2022 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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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 September 30, |
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Nine Months Ended September 30, |
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2023 |
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2022 |
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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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$ |
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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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(Losses) 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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Loss on debt extinguishment |
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Derivative gains, net |
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Foreign currency gains (losses), net |
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Other, net |
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Loss Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies |
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Income Tax Expense |
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Loss Before Equity in Earnings (Losses) of 50% or Less Owned Companies |
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Equity in Earnings (Losses) of 50% or Less Owned Companies |
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Net Loss |
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Net (Loss) Income attributable to Noncontrolling Interests in Subsidiaries |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
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$ |
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$ |
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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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$ |
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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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Nine Months Ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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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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$ |
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$ |
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Other Comprehensive Loss: |
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Foreign currency translation losses |
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( |
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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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( |
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Income Tax Expense |
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( |
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( |
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Comprehensive Loss |
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( |
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( |
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( |
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Comprehensive (Loss) Income Attributable to Noncontrolling Interests in Subsidiaries |
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( |
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Comprehensive Loss Attributable to SEACOR Marine Holdings Inc. |
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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.
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 Nine Months Ended September 30, 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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— |
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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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Director 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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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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— |
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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 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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( |
) |
September 30, 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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For the Three Months Ended September 30, 2023 |
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June 30, 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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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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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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— |
|
|
|
( |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
September 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
4
|
|
Shares of |
|
|
Common |
|
|
Additional |
|
|
Shares |
|
|
Treasury |
|
|
Accumulated Deficit |
|
|
Accumulated |
|
|
Non- |
|
|
Total |
|
|||||||||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Restricted stock grants |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Amortization of share awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Exercise of options |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Restricted stock vesting |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Director share awards |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Director restricted stock vesting |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Forfeiture of employee share awards |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
( |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
September 30, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
For the Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
June 30, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
Amortization of share awards |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Forfeiture of employee share awards |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
September 30, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
|||||||
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.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash Flows from Operating Activities: |
|
|
|
|
|
|
||
Net Loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Deferred financing costs amortization |
|
|
|
|
|
|
||
Stock-based compensation expense |
|
|
|
|
|
|
||
Debt discount amortization |
|
|
|
|
|
|
||
Allowance for credit losses |
|
|
|
|
|
|
||
Gain from equipment sales, retirements or impairments |
|
|
( |
) |
|
|
( |
) |
Loss on debt extinguishment |
|
|
|
|
|
|
||
Interest on finance leases |
|
|
|
|
|
|
||
Settlements on derivative transactions, net |
|
|
|
|
|
( |
) |
|
Currency losses (gains) |
|
|
|
|
|
( |
) |
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Equity earnings |
|
|
( |
) |
|
|
( |
) |
Dividends received from equity investees |
|
|
|
|
|
|
||
Changes in Operating Assets and Liabilities: |
|
|
|
|
|
|
||
Accounts receivables |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
|
|
|
( |
) |
|
Accounts payable and accrued liabilities |
|
|
( |
) |
|
|
|
|
Net cash provided by (used in) 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 |
|
|
|
|
|
|
||
Proceeds from sale of investment in equity investees |
|
|
|
|
|
|
||
Notes due from others |
|
|
|
|
|
( |
) |
|
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 debt extinguishment |
|
|
( |
) |
|
|
|
|
Payments on debt extinguishment cost |
|
|
( |
) |
|
|
|
|
Proceeds from issuance of long-term debt, net of issuance costs |
|
|
|
|
|
|
||
Payments on finance leases |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Tax withholdings on restricted stock vesting and director share awards |
|
|
( |
) |
|
|
( |
) |
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 (refunded), net |
|
|
|
|
|
( |
) |
|
Noncash Investing and Financing Activities: |
|
|
|
|
|
|
||
Increase in capital expenditures in accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Exchange of property and equipment |
|
|
|
|
|
( |
) |
|
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.
6
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
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 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
7
50% but may control and consolidate the business venture. The Company reports its investments in and advances to these business ventures in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings from investments in 50% or less owned companies in the accompanying consolidated statements of income (loss) as equity in earnings of 50% or less owned companies, net of tax.
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 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.
8
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 September 30, 2023 and December 31, 2022 were as follows (in thousands):
|
|
2023 |
|
|
2022 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Revenues deferred during the period |
|
|
|
|
|
|
||
Revenues recognized during the period |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
As of September 30, 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. 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 September 30, 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.
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
Assets Held for Sale. As of September 30, 2023, a liftboat previously included in the United States, primarily Gulf of Mexico segment, with a carrying value of $
9
Africa and Europe segment, with a carrying value of $
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 nine months ended September 30, 2023, the Company recorded impairment charges of $
For vessel classes and individual vessels with indicators of impairment as of September 30, 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
10
lead to additional impairment charges in future periods. During the nine months ended September 30, 2023 and 2022, the Company did
Income Taxes. During the nine months ended September 30, 2023, the Company’s effective income tax rate of
Accumulated Other Comprehensive Income (Loss).
|
|
SEACOR Marine Holdings Inc. |
|
|||||||||
|
|
Foreign |
|
|
Derivative |
|
|
Total Other |
|
|||
December 31, 2022 |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance as of September 30, 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 and nine months ended September 30, 2023, diluted loss per share of Common Stock excluded
For the three and nine months ended September 30, 2022, diluted loss per share of Common Stock excluded
In addition, for the three and nine months ended September 30, 2023 and 2022 diluted loss per share of Common Stock excluded
11
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 nine months ended September 30, 2023, capital expenditures were $
Investments, at equity, and advances to 50% or less owned companies as of September 30, 2023 and December 31, 2022 were as follows (in thousands):
|
|
Ownership |
|
|
2023 |
|
|
2022 |
|
|||
Seabulk Angola |
|
|
% |
|
|
|
|
|
|
|||
SEACOR Arabia |
|
|
% |
|
|
|
|
|
|
|||
Other |
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
$ |
|
|
$ |
|
|||
12
The Company’s long-term debt obligations as of September 30, 2023 and December 31, 2022 were as follows (in thousands):
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||
Recourse long-term debt(1): |
|
|
|
|
|
|
||
Guaranteed Notes |
|
$ |
|
|
$ |
|
||
New Convertible Notes |
|
|
|
|
|
|
||
2023 SEACOR Marine Foreign Holdings Credit Facility(2) |
|
|
|
|
|
|
||
2018 SEACOR Marine Foreign Holdings Credit Facility(2) |
|
|
|
|
|
|
||
Sea-Cat Crewzer III Term Loan Facility |
|
|
|
|
|
|
||
SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt(2) |
|
|
|
|
|
|
||
SEACOR Delta (f/k/a SEACOSCO) Shipyard Financing |
|
|
|
|
|
|
||
SEACOR Alpine Credit Facility(3) |
|
|
|
|
|
|
||
SEACOR Alpine Shipyard Financing(3) |
|
|
|
|
|
|
||
SEACOR 88/888 Term Loan(2) |
|
|
|
|
|
|
||
Tarahumara Shipyard Financing(2) |
|
|
|
|
|
|
||
SEACOR Offshore OSV(2) |
|
|
|
|
|
|
||
Total recourse long-term debt |
|
|
|
|
|
|
||
Non-recourse long-term debt(3): |
|
|
|
|
|
|
||
SEACOR 88/888 Term Loan(2) |
|
|
|
|
|
|
||
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 September 30, 2023, the Company was in compliance with all debt covenants and lender requirements.
2023 SEACOR Marine Foreign Holdings Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SEACOR Marine Foreign Holdings Inc. (“SMFH”), as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $
The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:
(x) refinance approximately $
13
sale and purchase agreement dated May 31, 2020 with respect to the acquisition of
(y) acquire
(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.
The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of
The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.
SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $
During the three months ended September 30, 2023, the Company expensed of $
14
SEACOR Alpine Credit Facility.
On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly-owned subsidiary of SEACOR Marine, as borrowers, entered into a $
The SEACOR Alpine Credit Facility matures on June 27, 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $
The SEACOR Alpine Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The SEACOR Alpine Credit Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default.
In connection with the SEACOR Alpine Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of the SEACOR Alpine Borrowers under the SEACOR Alpine Credit Agreement and related documents. This guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, and debt-to-capitalization and interest coverage ratios.
On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.
Letters of Credit. As of September 30, 2023, the Company had outstanding letters of credit of $
15
As of September 30, 2023, the Company leased-in
As of September 30, 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 and nine months ended September 30, 2023 and 2022 the components of lease expense were as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Operating lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance lease costs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of finance lease assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on finance lease liabilities (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
For the nine months ended September 30, 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 nine months ended September 30, 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 |
|
|
% |
|
16
The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the nine months ended September 30, 2023:
Statutory rate |
|
|
( |
)% |
Foreign taxes, including withholding taxes |
|
|
% |
|
Subpart F |
|
|
% |
|
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.
|
|
September 30, 2023 |
|
|
December 31, 2022 |
|
||||||||||
|
|
Derivative |
|
|
Derivative |
|
|
Derivative |
|
|
Derivative |
|
||||
Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements (cash flow hedges) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Economic Hedges. The Company may enter and settle 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 September 30, 2023, the Company had no open forward currency exchange contracts.
Cash Flow Hedges. The Company may have interest rate swap agreements designated as cash flow hedges. By entering into interest rate swap agreements, the Company can convert the variable interest 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 $
Other Derivative Instruments.
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
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
17
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 September 30, 2023 and December 31, 2022 that are measured at fair value on a recurring basis were as follows (in thousands):
September 30, 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 September 30, 2023 and December 31, 2022 were as follows (in thousands):
|
|
|
|
|
Estimated Fair Value |
|
||||||||||
September 30, 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.
Property and equipment. During the nine months ended September 30, 2023, the Company recognized impairment charges of $
18
In connection with various transactions, the Company issued
As of September 30, 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. In coordination with the U.S. Coast Guard (“USCG”), the Company has completed the salvage operations related to the vessel and the associated salvage costs were covered by insurance proceeds.
The National Transportation Safety Board (“NTSB”) and the USCG have each conducted an investigation to determine the cause of the incident and released their respective final reports. The NTSB’s report determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits. The NTSB further determined that contributing to the loss of life on the vessel was 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’s report is consistent with the determinations of the NTSB.
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
19
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.
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 September 30, 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.
Transactions in connection with the Company’s Equity Incentive Plans during the nine months ended September 30, 2023 were as follows:
Restricted Stock Activity: |
|
|
|
|
Outstanding as of December 31, 2022 |
|
|
|
|
Granted |
|
|
|
|
Vested |
|
|
( |
) |
Forfeited |
|
|
( |
) |
Outstanding as of September 30, 2023 (1) |
|
|
|
|
|
|
|
|
|
Stock Option Activity: |
|
|
|
|
Outstanding as of December 31, 2022 |
|
|
|
|
Granted |
|
|
|
|
Exercised |
|
|
( |
) |
Forfeited |
|
|
|
|
Outstanding as of September 30, 2023 |
|
|
|
|
20
For the nine months ended September 30, 2023, the Company acquired for treasury
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2022 Annual Report.
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Three Months Ended September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bareboat charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other marine services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Drydocking |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Insurance and loss reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel, lubes and supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Vessel Profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
21
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Nine Months Ended September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bareboat charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other marine services |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
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|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Drydocking |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||
Insurance and loss reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||
Fuel, lubes and supplies |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
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|
|
|
|
|
|
|
|
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|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Vessel Profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|||||
As of September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical Cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total Assets (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
22
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bareboat charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other marine services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Drydocking |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Insurance and loss reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel, lubes and supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Vessel Profit (Loss) |
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
|
|
||||
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
23
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Bareboat charter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Repairs and maintenance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Drydocking |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Insurance and loss reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fuel, lubes and supplies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Direct Vessel Profit |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
|||||
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
( |
) |
||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical Cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Total Assets (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
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.
24
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 United States Securities and Exchange Commission.
The following Management’s Discussion and Analysis (the “MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2022 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of September 30, 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
25
reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.
Offshore oil and natural gas market conditions are highly volatile. 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 $91 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
26
to operate within current and projected market conditions. As of September 30, 2023, two of the Company’s 59 owned and leased-in vessels was cold-stacked. In addition, the Company had two vessels classified as held for sale as of September 30, 2023.
Recent Developments
2023 SEACOR Marine Foreign Holdings Credit Facility.
On September 8, 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SEACOR Marine Foreign Holdings Credit Facility” and such agreement, the “2023 SMFH Credit Agreement”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:
(x) refinance approximately $104.8 million of existing principal indebtedness comprised of: (a) $61.1 million incurred under the 2018 SEACOR Marine Foreign Holdings Credit Facility, (b) $11.0 million incurred under the SEACOR 88/888 Term Loan, (c) $15.1 million incurred under the SEACOR Offshore OSV Credit Facility, (d) $13.7 million incurred under the SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt, and (e) $3.9 million incurred under the Tarahumara Shipyard Financing, which payoff amount reflects a 7% discount to book value,
(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 build fast support vessel, previously operated under lease and now pledged as collateral under the 2023 SEACOR Marine Foreign Holdings Credit Facility, and
(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.
The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SEACOR Marine Foreign Holdings Credit Facility bears interest at a fixed rate of 11.75% per annum.
The loan may be prepaid at any time in amounts of $1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00% to 1.00% of the amount prepaid.
The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.
SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Agreement), (B) minimum
27
Equity Ratio (as defined in the 2023 SMFH Credit Agreement) of 35%, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Agreement) of 65%. The 2023 SMFH Credit Facility Guaranty also restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness.
SEACOR Alpine Credit Facility.
On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly-owned subsidiary of SEACOR Marine, as borrowers, entered into a $28.0 million senior secured term loan facility, by and among the SEACOR Alpine Borrowers, SEACOR Marine, as a guarantor, SEACOR Marine Alpine LLC (“SM Alpine”), and Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “SEACOR Alpine Credit Facility”). The proceeds of the SEACOR Alpine Credit Facility were made available to the SEACOR Alpine Borrowers in three tranches and were used to satisfy in full amounts outstanding under certain shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co. in connection with the newbuild delivery of three Marshall Islands flagged platform supply vessels to the SEACOR Alpine Borrowers during 2019 and 2020. The funds available under the SEACOR Alpine Credit Facility were fully drawn on June 27, 2023.
The SEACOR Alpine Credit Facility matures on June 27, 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $100,000 for the first eight (8) installments, (ii) $140,000 for the following twenty-four (24) installments, and (iii) $100,000 for each installment thereafter until the SEACOR Alpine Maturity Date. The SEACOR Alpine Credit Facility bears interest at a fixed rate of 10.25% per annum. The loan may be prepaid at any time in amounts of $500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5% of the principal amount of the loan being prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date but prior to the third anniversary of the drawdown date, 1.0% of the principal amount of the loan being prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable.
The SEACOR Alpine Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The SEACOR Alpine Credit Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default.
In connection with the SEACOR Alpine Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of the SEACOR Alpine Borrowers under the SEACOR Alpine Credit Agreement and related documents. This guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, and debt-to-capitalization and interest coverage ratios.
On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.
28
At the Market Offering.
On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (the “sales agent”), relating to the issuance and sale from time to time by SEACOR Marine (the “ATM Offering”), through the sales agent, of shares of SEACOR Marine’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). For further details with respect to the ATM Offering, see “Part II. Item 5. “Other Information” elsewhere in this Quarterly Report on Form 10-Q.
29
Consolidated Results of Operations
The sections below provide an analysis of the Company’s results of operations for the three and nine months (“Current Year Quarter” and “Current Year Nine Months”) ended September 30, 2023 compared with the three and nine months (“Prior Year Quarter” and “Prior Year Nine Months”) ended September 30, 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 September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average Rates Per Day |
|
$ |
18,046 |
|
|
|
|
|
$ |
13,340 |
|
|
|
|
|
$ |
15,852 |
|
|
|
|
|
|
12,305 |
|
|
|
|
||||
Fleet Utilization |
|
|
73 |
% |
|
|
|
|
|
79 |
% |
|
|
|
|
|
76 |
% |
|
|
|
|
|
75 |
% |
|
|
|
||||
Fleet Available Days |
|
|
5,182 |
|
|
|
|
|
|
5,336 |
|
|
|
|
|
|
15,349 |
|
|
|
|
|
|
16,047 |
|
|
|
|
||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time charter |
|
$ |
68,668 |
|
|
|
91 |
% |
|
$ |
56,500 |
|
|
|
94 |
% |
|
$ |
184,887 |
|
|
|
91 |
% |
|
$ |
148,745 |
|
|
|
93 |
% |
Bareboat charter |
|
|
368 |
|
|
|
0 |
% |
|
|
332 |
|
|
|
1 |
% |
|
|
1,092 |
|
|
|
1 |
% |
|
|
998 |
|
|
|
1 |
% |
Other marine services |
|
|
6,538 |
|
|
|
9 |
% |
|
|
2,959 |
|
|
|
5 |
% |
|
|
16,459 |
|
|
|
8 |
% |
|
|
9,656 |
|
|
|
6 |
% |
|
|
|
75,574 |
|
|
|
100 |
% |
|
|
59,791 |
|
|
|
100 |
% |
|
|
202,438 |
|
|
|
100 |
% |
|
|
159,399 |
|
|
|
100 |
% |
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Personnel |
|
|
19,943 |
|
|
|
26 |
% |
|
|
20,152 |
|
|
|
34 |
% |
|
|
59,690 |
|
|
|
30 |
% |
|
|
56,933 |
|
|
|
36 |
% |
Repairs and maintenance |
|
|
7,418 |
|
|
|
10 |
% |
|
|
7,377 |
|
|
|
12 |
% |
|
|
19,222 |
|
|
|
10 |
% |
|
|
22,548 |
|
|
|
14 |
% |
Drydocking |
|
|
1,768 |
|
|
|
2 |
% |
|
|
5,046 |
|
|
|
8 |
% |
|
|
4,037 |
|
|
|
2 |
% |
|
|
16,493 |
|
|
|
10 |
% |
Insurance and loss reserves |
|
|
1,833 |
|
|
|
2 |
% |
|
|
2,850 |
|
|
|
5 |
% |
|
|
7,012 |
|
|
|
3 |
% |
|
|
6,581 |
|
|
|
4 |
% |
Fuel, lubes and supplies |
|
|
5,047 |
|
|
|
7 |
% |
|
|
5,416 |
|
|
|
9 |
% |
|
|
13,504 |
|
|
|
7 |
% |
|
|
13,495 |
|
|
|
8 |
% |
Other |
|
|
2,807 |
|
|
|
4 |
% |
|
|
3,165 |
|
|
|
5 |
% |
|
|
8,926 |
|
|
|
4 |
% |
|
|
11,597 |
|
|
|
7 |
% |
|
|
|
38,816 |
|
|
|
51 |
% |
|
|
44,006 |
|
|
|
74 |
% |
|
|
112,391 |
|
|
|
56 |
% |
|
|
127,647 |
|
|
|
80 |
% |
Lease expense - operating |
|
|
651 |
|
|
|
1 |
% |
|
|
1,168 |
|
|
|
2 |
% |
|
|
2,069 |
|
|
|
1 |
% |
|
|
3,236 |
|
|
|
2 |
% |
Administrative and general |
|
|
12,300 |
|
|
|
16 |
% |
|
|
9,978 |
|
|
|
17 |
% |
|
|
37,636 |
|
|
|
19 |
% |
|
|
30,112 |
|
|
|
19 |
% |
Depreciation and amortization |
|
|
13,462 |
|
|
|
18 |
% |
|
|
13,754 |
|
|
|
23 |
% |
|
|
40,799 |
|
|
|
20 |
% |
|
|
42,333 |
|
|
|
27 |
% |
|
|
|
65,229 |
|
|
|
86 |
% |
|
|
68,906 |
|
|
|
115 |
% |
|
|
192,895 |
|
|
|
95 |
% |
|
|
203,328 |
|
|
|
128 |
% |
(Losses) Gains on Asset Dispositions and Impairments, Net |
|
|
(512 |
) |
|
|
(1 |
)% |
|
|
(1,783 |
) |
|
|
(3 |
)% |
|
|
3,352 |
|
|
|
2 |
% |
|
|
381 |
|
|
|
0 |
% |
Operating Income (Loss) |
|
|
9,833 |
|
|
|
13 |
% |
|
|
(10,898 |
) |
|
|
(18 |
)% |
|
|
12,895 |
|
|
|
6 |
% |
|
|
(43,548 |
) |
|
|
(27 |
)% |
Other Expense, Net |
|
|
(10,629 |
) |
|
|
(14 |
)% |
|
|
(4,783 |
) |
|
|
(8 |
)% |
|
|
(28,699 |
) |
|
|
(14 |
)% |
|
|
(16,231 |
) |
|
|
(10 |
)% |
Loss Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies |
|
|
(796 |
) |
|
|
(1 |
)% |
|
|
(15,681 |
) |
|
|
(26 |
)% |
|
|
(15,804 |
) |
|
|
(8 |
)% |
|
|
(59,779 |
) |
|
|
(38 |
)% |
Income Tax Expense |
|
|
2,360 |
|
|
|
3 |
% |
|
|
8,418 |
|
|
|
14 |
% |
|
|
2,421 |
|
|
|
1 |
% |
|
|
4,363 |
|
|
|
3 |
% |
Loss Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(3,156 |
) |
|
|
(4 |
)% |
|
|
(24,099 |
) |
|
|
(40 |
)% |
|
|
(18,225 |
) |
|
|
(9 |
)% |
|
|
(64,142 |
) |
|
|
(40 |
)% |
Equity in Earnings (Losses) of 50% or Less Owned Companies |
|
|
2,273 |
|
|
|
3 |
% |
|
|
(254 |
) |
|
|
(0 |
)% |
|
|
3,182 |
|
|
|
2 |
% |
|
|
5,835 |
|
|
|
4 |
% |
Net Loss |
|
|
(883 |
) |
|
|
(1 |
)% |
|
|
(24,353 |
) |
|
|
(41 |
)% |
|
|
(15,043 |
) |
|
|
(7 |
)% |
|
|
(58,307 |
) |
|
|
(37 |
)% |
Net (Loss) Income attributable to Noncontrolling Interests in Subsidiaries |
|
|
— |
|
|
|
— |
% |
|
|
(2 |
) |
|
|
(0 |
)% |
|
|
— |
|
|
|
— |
% |
|
|
1 |
|
|
|
0 |
% |
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(883 |
) |
|
|
(1 |
)% |
|
$ |
(24,351 |
) |
|
|
(41 |
)% |
|
$ |
(15,043 |
) |
|
|
(7 |
)% |
|
$ |
(58,308 |
) |
|
|
(37 |
)% |
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 this Quarterly Report on Form 10-Q.
30
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 September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
23,663 |
|
|
$ |
15,388 |
|
|
$ |
16,313 |
|
|
$ |
20,656 |
|
|
|
18,046 |
|
Fleet Utilization |
|
|
57 |
% |
|
|
84 |
% |
|
|
67 |
% |
|
|
87 |
% |
|
|
73 |
% |
Fleet Available Days |
|
|
1,196 |
|
|
|
1,748 |
|
|
|
1,472 |
|
|
|
766 |
|
|
|
5,182 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
16,236 |
|
|
$ |
22,528 |
|
|
$ |
16,087 |
|
|
$ |
13,817 |
|
|
$ |
68,668 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
368 |
|
|
|
368 |
|
Other marine services |
|
|
5,444 |
|
|
|
815 |
|
|
|
103 |
|
|
|
176 |
|
|
|
6,538 |
|
|
|
|
21,680 |
|
|
|
23,343 |
|
|
|
16,190 |
|
|
|
14,361 |
|
|
|
75,574 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
6,712 |
|
|
|
5,089 |
|
|
|
5,157 |
|
|
|
2,985 |
|
|
|
19,943 |
|
Repairs and maintenance |
|
|
1,560 |
|
|
|
2,214 |
|
|
|
2,623 |
|
|
|
1,021 |
|
|
|
7,418 |
|
Drydocking |
|
|
462 |
|
|
|
320 |
|
|
|
1,056 |
|
|
|
(70 |
) |
|
|
1,768 |
|
Insurance and loss reserves |
|
|
332 |
|
|
|
573 |
|
|
|
711 |
|
|
|
217 |
|
|
|
1,833 |
|
Fuel, lubes and supplies |
|
|
958 |
|
|
|
2,573 |
|
|
|
743 |
|
|
|
773 |
|
|
|
5,047 |
|
Other |
|
|
341 |
|
|
|
1,320 |
|
|
|
779 |
|
|
|
367 |
|
|
|
2,807 |
|
|
|
|
10,365 |
|
|
|
12,089 |
|
|
|
11,069 |
|
|
|
5,293 |
|
|
|
38,816 |
|
Direct Vessel Profit |
|
$ |
11,315 |
|
|
$ |
11,254 |
|
|
$ |
5,121 |
|
|
$ |
9,068 |
|
|
|
36,758 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
116 |
|
|
$ |
372 |
|
|
$ |
59 |
|
|
$ |
104 |
|
|
|
651 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,300 |
|
||||
Depreciation and amortization |
|
|
3,810 |
|
|
|
3,821 |
|
|
|
3,721 |
|
|
|
2,110 |
|
|
|
13,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,413 |
|
||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(512 |
) |
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,833 |
|
||||
31
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Nine Months Ended September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
20,317 |
|
|
$ |
14,417 |
|
|
$ |
14,240 |
|
|
$ |
18,393 |
|
|
$ |
15,852 |
|
Fleet Utilization |
|
|
43 |
% |
|
|
88 |
% |
|
|
78 |
% |
|
|
90 |
% |
|
|
76 |
% |
Fleet Available Days |
|
|
3,291 |
|
|
|
5,187 |
|
|
|
4,368 |
|
|
|
2,503 |
|
|
|
15,349 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
28,921 |
|
|
$ |
65,938 |
|
|
$ |
48,678 |
|
|
$ |
41,350 |
|
|
$ |
184,887 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,092 |
|
|
|
1,092 |
|
Other marine services |
|
|
12,279 |
|
|
|
(1,056 |
) |
|
|
3,318 |
|
|
|
1,918 |
|
|
|
16,459 |
|
|
|
|
41,200 |
|
|
|
64,882 |
|
|
|
51,996 |
|
|
|
44,360 |
|
|
|
202,438 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
19,204 |
|
|
|
14,427 |
|
|
|
15,264 |
|
|
|
10,795 |
|
|
|
59,690 |
|
Repairs and maintenance |
|
|
4,327 |
|
|
|
6,817 |
|
|
|
4,519 |
|
|
|
3,559 |
|
|
|
19,222 |
|
Drydocking |
|
|
2,011 |
|
|
|
1,648 |
|
|
|
(723 |
) |
|
|
1,101 |
|
|
|
4,037 |
|
Insurance and loss reserves |
|
|
2,455 |
|
|
|
1,311 |
|
|
|
2,616 |
|
|
|
630 |
|
|
|
7,012 |
|
Fuel, lubes and supplies |
|
|
2,665 |
|
|
|
6,207 |
|
|
|
2,310 |
|
|
|
2,322 |
|
|
|
13,504 |
|
Other |
|
|
899 |
|
|
|
4,356 |
|
|
|
2,340 |
|
|
|
1,331 |
|
|
|
8,926 |
|
|
|
|
31,561 |
|
|
|
34,766 |
|
|
|
26,326 |
|
|
|
19,738 |
|
|
|
112,391 |
|
Direct Vessel Profit |
|
$ |
9,639 |
|
|
$ |
30,116 |
|
|
$ |
25,670 |
|
|
$ |
24,622 |
|
|
|
90,047 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
395 |
|
|
$ |
1,209 |
|
|
$ |
202 |
|
|
$ |
263 |
|
|
|
2,069 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,636 |
|
||||
Depreciation and amortization |
|
|
11,206 |
|
|
|
11,599 |
|
|
|
11,117 |
|
|
|
6,877 |
|
|
|
40,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,504 |
|
||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,352 |
|
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,895 |
|
||||
As of September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical cost |
|
$ |
215,592 |
|
|
$ |
272,312 |
|
|
$ |
285,721 |
|
|
$ |
162,895 |
|
|
$ |
936,520 |
|
Accumulated depreciation |
|
|
(96,597 |
) |
|
|
(89,338 |
) |
|
|
(98,481 |
) |
|
|
(34,133 |
) |
|
|
(318,549 |
) |
|
|
$ |
118,995 |
|
|
$ |
182,974 |
|
|
$ |
187,240 |
|
|
$ |
128,762 |
|
|
$ |
617,971 |
|
Total Assets (1) |
|
$ |
155,613 |
|
|
$ |
212,048 |
|
|
$ |
210,401 |
|
|
$ |
147,479 |
|
|
$ |
725,541 |
|
32
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
21,551 |
|
|
$ |
11,813 |
|
|
$ |
9,507 |
|
|
$ |
14,010 |
|
|
$ |
13,340 |
|
Fleet Utilization |
|
|
58 |
% |
|
|
91 |
% |
|
|
79 |
% |
|
|
93 |
% |
|
|
79 |
% |
Fleet Available Days |
|
|
1,363 |
|
|
|
1,629 |
|
|
|
1,564 |
|
|
|
780 |
|
|
|
5,336 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
17,075 |
|
|
$ |
17,551 |
|
|
$ |
11,712 |
|
|
$ |
10,162 |
|
|
$ |
56,500 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
332 |
|
|
|
332 |
|
Other |
|
|
2,161 |
|
|
|
60 |
|
|
|
319 |
|
|
|
419 |
|
|
|
2,959 |
|
|
|
|
19,236 |
|
|
|
17,611 |
|
|
|
12,031 |
|
|
|
10,913 |
|
|
|
59,791 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
7,243 |
|
|
|
4,694 |
|
|
|
5,384 |
|
|
|
2,831 |
|
|
|
20,152 |
|
Repairs and maintenance |
|
|
2,002 |
|
|
|
2,110 |
|
|
|
1,776 |
|
|
|
1,489 |
|
|
|
7,377 |
|
Drydocking |
|
|
1,549 |
|
|
|
383 |
|
|
|
3,113 |
|
|
|
1 |
|
|
|
5,046 |
|
Insurance and loss reserves |
|
|
1,382 |
|
|
|
359 |
|
|
|
762 |
|
|
|
347 |
|
|
|
2,850 |
|
Fuel, lubes and supplies |
|
|
1,143 |
|
|
|
2,284 |
|
|
|
1,426 |
|
|
|
563 |
|
|
|
5,416 |
|
Other |
|
|
314 |
|
|
|
1,580 |
|
|
|
878 |
|
|
|
393 |
|
|
|
3,165 |
|
|
|
|
13,633 |
|
|
|
11,410 |
|
|
|
13,339 |
|
|
|
5,624 |
|
|
|
44,006 |
|
Direct Vessel Profit (Loss) |
|
$ |
5,603 |
|
|
$ |
6,201 |
|
|
$ |
(1,308 |
) |
|
$ |
5,289 |
|
|
|
15,785 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
278 |
|
|
$ |
455 |
|
|
$ |
35 |
|
|
$ |
400 |
|
|
|
1,168 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,978 |
|
||||
Depreciation and amortization |
|
|
4,332 |
|
|
|
3,461 |
|
|
|
3,974 |
|
|
|
1,987 |
|
|
|
13,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,783 |
) |
||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(10,898 |
) |
||||
33
|
|
United |
|
|
Africa |
|
|
Middle |
|
|
Latin |
|
|
Total |
|
|||||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average Rates Per Day |
|
$ |
18,806 |
|
|
$ |
11,089 |
|
|
$ |
9,694 |
|
|
$ |
13,927 |
|
|
$ |
12,305 |
|
Fleet Utilization |
|
|
47 |
% |
|
|
86 |
% |
|
|
81 |
% |
|
|
90 |
% |
|
|
75 |
% |
Fleet Available Days |
|
|
3,955 |
|
|
|
4,695 |
|
|
|
5,015 |
|
|
|
2,382 |
|
|
|
16,047 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time charter |
|
$ |
34,698 |
|
|
$ |
44,761 |
|
|
$ |
39,278 |
|
|
$ |
30,008 |
|
|
$ |
148,745 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
998 |
|
|
|
998 |
|
Other |
|
|
6,612 |
|
|
|
516 |
|
|
|
828 |
|
|
|
1,700 |
|
|
|
9,656 |
|
|
|
|
41,310 |
|
|
|
45,277 |
|
|
|
40,106 |
|
|
|
32,706 |
|
|
|
159,399 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Personnel |
|
|
17,939 |
|
|
|
11,756 |
|
|
|
17,106 |
|
|
|
10,132 |
|
|
|
56,933 |
|
Repairs and maintenance |
|
|
4,383 |
|
|
|
6,327 |
|
|
|
6,153 |
|
|
|
5,685 |
|
|
|
22,548 |
|
Drydocking |
|
|
8,506 |
|
|
|
1,661 |
|
|
|
6,325 |
|
|
|
1 |
|
|
|
16,493 |
|
Insurance and loss reserves |
|
|
2,809 |
|
|
|
812 |
|
|
|
2,017 |
|
|
|
943 |
|
|
|
6,581 |
|
Fuel, lubes and supplies |
|
|
2,599 |
|
|
|
5,247 |
|
|
|
3,754 |
|
|
|
1,895 |
|
|
|
13,495 |
|
Other |
|
|
819 |
|
|
|
5,279 |
|
|
|
3,718 |
|
|
|
1,781 |
|
|
|
11,597 |
|
|
|
|
37,055 |
|
|
|
31,082 |
|
|
|
39,073 |
|
|
|
20,437 |
|
|
|
127,647 |
|
Direct Vessel Profit |
|
$ |
4,255 |
|
|
$ |
14,195 |
|
|
$ |
1,033 |
|
|
$ |
12,269 |
|
|
|
31,752 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lease expense |
|
$ |
860 |
|
|
$ |
1,313 |
|
|
$ |
104 |
|
|
$ |
959 |
|
|
|
3,236 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,112 |
|
||||
Depreciation and amortization |
|
|
13,532 |
|
|
|
10,025 |
|
|
|
12,548 |
|
|
|
6,228 |
|
|
|
42,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,681 |
|
||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381 |
|
||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(43,548 |
) |
||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Historical cost |
|
$ |
259,472 |
|
|
$ |
247,967 |
|
|
$ |
305,880 |
|
|
$ |
179,104 |
|
|
$ |
992,423 |
|
Accumulated depreciation |
|
|
(122,340 |
) |
|
|
(80,069 |
) |
|
|
(91,906 |
) |
|
|
(27,583 |
) |
|
|
(321,898 |
) |
|
|
$ |
137,132 |
|
|
$ |
167,898 |
|
|
$ |
213,974 |
|
|
$ |
151,521 |
|
|
$ |
670,525 |
|
Total Assets (1) |
|
$ |
177,463 |
|
|
$ |
187,495 |
|
|
$ |
231,165 |
|
|
$ |
167,021 |
|
|
$ |
763,144 |
|
34
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 September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average Rates Per Day |
|
$ |
9,947 |
|
|
$ |
11,441 |
|
|
$ |
19,528 |
|
|
$ |
39,419 |
|
|
$ |
— |
|
|
$ |
18,046 |
|
Fleet Utilization |
|
|
50 |
% |
|
|
79 |
% |
|
|
78 |
% |
|
|
59 |
% |
|
|
— |
% |
|
|
73 |
% |
Fleet Available Days |
|
|
368 |
|
|
|
2,116 |
|
|
|
1,870 |
|
|
|
828 |
|
|
|
— |
|
|
|
5,182 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time charter |
|
$ |
1,831 |
|
|
$ |
19,135 |
|
|
$ |
28,580 |
|
|
$ |
19,122 |
|
|
$ |
— |
|
|
$ |
68,668 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
368 |
|
|
|
— |
|
|
|
— |
|
|
|
368 |
|
Other marine services |
|
|
818 |
|
|
|
157 |
|
|
|
149 |
|
|
|
4,538 |
|
|
|
876 |
|
|
|
6,538 |
|
|
|
|
2,649 |
|
|
|
19,292 |
|
|
|
29,097 |
|
|
|
23,660 |
|
|
|
876 |
|
|
|
75,574 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel |
|
|
1,019 |
|
|
|
5,144 |
|
|
|
8,793 |
|
|
|
4,983 |
|
|
|
4 |
|
|
|
19,943 |
|
Repairs and maintenance |
|
|
484 |
|
|
|
2,787 |
|
|
|
2,504 |
|
|
|
1,643 |
|
|
|
— |
|
|
|
7,418 |
|
Drydocking |
|
|
747 |
|
|
|
870 |
|
|
|
232 |
|
|
|
(81 |
) |
|
|
— |
|
|
|
1,768 |
|
Insurance and loss reserves |
|
|
88 |
|
|
|
185 |
|
|
|
682 |
|
|
|
1,148 |
|
|
|
(270 |
) |
|
|
1,833 |
|
Fuel, lubes and supplies |
|
|
428 |
|
|
|
1,501 |
|
|
|
2,352 |
|
|
|
766 |
|
|
|
— |
|
|
|
5,047 |
|
Other |
|
|
266 |
|
|
|
1,057 |
|
|
|
1,214 |
|
|
|
273 |
|
|
|
(3 |
) |
|
|
2,807 |
|
|
|
|
3,032 |
|
|
|
11,544 |
|
|
|
15,777 |
|
|
|
8,732 |
|
|
|
(269 |
) |
|
|
38,816 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease expense |
|
$ |
331 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
320 |
|
|
|
651 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,300 |
|
|||||
Depreciation and amortization |
|
|
249 |
|
|
|
5,002 |
|
|
|
4,073 |
|
|
|
4,099 |
|
|
|
39 |
|
|
|
13,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,413 |
|
|||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(512 |
) |
|||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,833 |
|
|||||
35
|
|
AHTS |
|
|
FSV |
|
|
PSV |
|
|
Liftboats |
|
|
Other |
|
|
Total |
|
||||||
For the Nine Months Ended September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average Rates Per Day |
|
$ |
9,278 |
|
|
$ |
11,110 |
|
|
$ |
17,415 |
|
|
$ |
36,595 |
|
|
$ |
— |
|
|
$ |
15,852 |
|
Fleet Utilization |
|
|
72 |
% |
|
|
87 |
% |
|
|
76 |
% |
|
|
49 |
% |
|
|
— |
% |
|
|
76 |
% |
Fleet Available Days |
|
|
1,123 |
|
|
|
6,279 |
|
|
|
5,490 |
|
|
|
2,457 |
|
|
|
— |
|
|
|
15,349 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time charter |
|
$ |
7,508 |
|
|
$ |
60,870 |
|
|
$ |
72,838 |
|
|
$ |
43,671 |
|
|
$ |
— |
|
|
$ |
184,887 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
1,092 |
|
|
|
— |
|
|
|
— |
|
|
|
1,092 |
|
Other marine services |
|
|
532 |
|
|
|
(738 |
) |
|
|
1,008 |
|
|
|
12,669 |
|
|
|
2,988 |
|
|
|
16,459 |
|
|
|
|
8,040 |
|
|
|
60,132 |
|
|
|
74,938 |
|
|
|
56,340 |
|
|
|
2,988 |
|
|
|
202,438 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel |
|
|
3,083 |
|
|
|
15,088 |
|
|
|
26,380 |
|
|
|
15,116 |
|
|
|
23 |
|
|
|
59,690 |
|
Repairs and maintenance |
|
|
886 |
|
|
|
5,788 |
|
|
|
8,977 |
|
|
|
3,614 |
|
|
|
(43 |
) |
|
|
19,222 |
|
Drydocking |
|
|
1,298 |
|
|
|
2,340 |
|
|
|
853 |
|
|
|
(373 |
) |
|
|
(81 |
) |
|
|
4,037 |
|
Insurance and loss reserves |
|
|
234 |
|
|
|
856 |
|
|
|
1,522 |
|
|
|
4,473 |
|
|
|
(73 |
) |
|
|
7,012 |
|
Fuel, lubes and supplies |
|
|
1,096 |
|
|
|
3,991 |
|
|
|
6,807 |
|
|
|
1,604 |
|
|
|
6 |
|
|
|
13,504 |
|
Other |
|
|
756 |
|
|
|
3,240 |
|
|
|
4,368 |
|
|
|
546 |
|
|
|
16 |
|
|
|
8,926 |
|
|
|
|
7,353 |
|
|
|
31,303 |
|
|
|
48,907 |
|
|
|
24,980 |
|
|
|
(152 |
) |
|
|
112,391 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease expense |
|
$ |
994 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,075 |
|
|
|
2,069 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,636 |
|
|||||
Depreciation and amortization |
|
|
845 |
|
|
|
14,900 |
|
|
|
12,407 |
|
|
|
12,528 |
|
|
|
119 |
|
|
|
40,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80,504 |
|
|||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,352 |
|
|||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
12,895 |
|
|||||
As of September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Historical cost |
|
$ |
12,669 |
|
|
$ |
358,621 |
|
|
$ |
301,523 |
|
|
$ |
244,529 |
|
|
$ |
19,178 |
|
|
$ |
936,520 |
|
Accumulated depreciation |
|
|
(4,959 |
) |
|
|
(144,869 |
) |
|
|
(49,088 |
) |
|
|
(101,014 |
) |
|
|
(18,619 |
) |
|
|
(318,549 |
) |
|
|
$ |
7,710 |
|
|
$ |
213,752 |
|
|
$ |
252,435 |
|
|
$ |
143,515 |
|
|
$ |
559 |
|
|
$ |
617,971 |
|
|
|
AHTS |
|
|
FSV |
|
|
PSV |
|
|
Liftboats |
|
|
Other |
|
|
Total |
|
||||||
For the Three Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average Rates Per Day |
|
$ |
8,848 |
|
|
$ |
9,907 |
|
|
$ |
13,772 |
|
|
$ |
27,447 |
|
|
$ |
— |
|
|
$ |
13,340 |
|
Fleet Utilization |
|
|
67 |
% |
|
|
90 |
% |
|
|
78 |
% |
|
|
65 |
% |
|
|
— |
% |
|
|
79 |
% |
Fleet Available Days |
|
|
552 |
|
|
|
2,116 |
|
|
|
1,840 |
|
|
|
828 |
|
|
|
— |
|
|
|
5,336 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time charter |
|
$ |
3,256 |
|
|
$ |
18,837 |
|
|
$ |
19,687 |
|
|
$ |
14,720 |
|
|
$ |
— |
|
|
$ |
56,500 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
332 |
|
|
|
— |
|
|
|
— |
|
|
|
332 |
|
Other marine services |
|
|
(183 |
) |
|
|
(15 |
) |
|
|
720 |
|
|
|
1,421 |
|
|
|
1,016 |
|
|
|
2,959 |
|
|
|
|
3,073 |
|
|
|
18,822 |
|
|
|
20,739 |
|
|
|
16,141 |
|
|
|
1,016 |
|
|
|
59,791 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel |
|
|
1,022 |
|
|
|
5,289 |
|
|
|
8,427 |
|
|
|
5,419 |
|
|
|
(5 |
) |
|
|
20,152 |
|
Repairs and maintenance |
|
|
304 |
|
|
|
2,738 |
|
|
|
2,839 |
|
|
|
1,560 |
|
|
|
(64 |
) |
|
|
7,377 |
|
Drydocking |
|
|
28 |
|
|
|
656 |
|
|
|
1,025 |
|
|
|
3,337 |
|
|
|
— |
|
|
|
5,046 |
|
Insurance and loss reserves |
|
|
150 |
|
|
|
410 |
|
|
|
734 |
|
|
|
1,552 |
|
|
|
4 |
|
|
|
2,850 |
|
Fuel, lubes and supplies |
|
|
399 |
|
|
|
1,572 |
|
|
|
2,038 |
|
|
|
1,408 |
|
|
|
(1 |
) |
|
|
5,416 |
|
Other |
|
|
228 |
|
|
|
1,284 |
|
|
|
1,275 |
|
|
|
387 |
|
|
|
(9 |
) |
|
|
3,165 |
|
|
|
|
2,131 |
|
|
|
11,949 |
|
|
|
16,338 |
|
|
|
13,663 |
|
|
|
(75 |
) |
|
|
44,006 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease expense |
|
$ |
450 |
|
|
$ |
— |
|
|
$ |
332 |
|
|
$ |
— |
|
|
$ |
386 |
|
|
|
1,168 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,978 |
|
|||||
Depreciation and amortization |
|
|
494 |
|
|
|
4,972 |
|
|
|
3,810 |
|
|
|
4,429 |
|
|
|
49 |
|
|
|
13,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,900 |
|
|||||
Losses on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,783 |
) |
|||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(10,898 |
) |
|||||
36
|
|
AHTS |
|
|
FSV |
|
|
PSV |
|
|
Liftboats |
|
|
Other |
|
|
Total |
|
||||||
For the Nine Months Ended September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average Rates Per Day |
|
$ |
8,881 |
|
|
$ |
9,264 |
|
|
$ |
13,165 |
|
|
$ |
25,149 |
|
|
$ |
— |
|
|
$ |
12,305 |
|
Fleet Utilization |
|
|
66 |
% |
|
|
85 |
% |
|
|
79 |
% |
|
|
52 |
% |
|
|
— |
% |
|
|
75 |
% |
Fleet Available Days |
|
|
1,638 |
|
|
|
6,402 |
|
|
|
5,460 |
|
|
|
2,457 |
|
|
|
90 |
|
|
|
16,047 |
|
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time charter |
|
$ |
9,635 |
|
|
$ |
50,262 |
|
|
$ |
56,493 |
|
|
$ |
32,355 |
|
|
$ |
— |
|
|
$ |
148,745 |
|
Bareboat charter |
|
|
— |
|
|
|
— |
|
|
|
998 |
|
|
|
— |
|
|
|
— |
|
|
|
998 |
|
Other marine services |
|
|
(486 |
) |
|
|
(443 |
) |
|
|
1,339 |
|
|
|
6,167 |
|
|
|
3,079 |
|
|
|
9,656 |
|
|
|
|
9,149 |
|
|
|
49,819 |
|
|
|
58,830 |
|
|
|
38,522 |
|
|
|
3,079 |
|
|
|
159,399 |
|
Direct Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Personnel |
|
|
3,208 |
|
|
|
15,239 |
|
|
|
24,509 |
|
|
|
13,969 |
|
|
|
8 |
|
|
|
56,933 |
|
Repairs and maintenance |
|
|
1,163 |
|
|
|
6,996 |
|
|
|
9,724 |
|
|
|
4,704 |
|
|
|
(39 |
) |
|
|
22,548 |
|
Drydocking |
|
|
(9 |
) |
|
|
1,732 |
|
|
|
2,295 |
|
|
|
12,475 |
|
|
|
— |
|
|
|
16,493 |
|
Insurance and loss reserves |
|
|
159 |
|
|
|
1,042 |
|
|
|
1,713 |
|
|
|
4,315 |
|
|
|
(648 |
) |
|
|
6,581 |
|
Fuel, lubes and supplies |
|
|
758 |
|
|
|
4,303 |
|
|
|
5,173 |
|
|
|
3,243 |
|
|
|
18 |
|
|
|
13,495 |
|
Other |
|
|
1,102 |
|
|
|
4,536 |
|
|
|
4,254 |
|
|
|
1,686 |
|
|
|
19 |
|
|
|
11,597 |
|
|
|
|
6,381 |
|
|
|
33,848 |
|
|
|
47,668 |
|
|
|
40,392 |
|
|
|
(642 |
) |
|
|
127,647 |
|
Other Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Lease expense |
|
$ |
1,349 |
|
|
$ |
— |
|
|
$ |
777 |
|
|
$ |
— |
|
|
$ |
1,110 |
|
|
|
3,236 |
|
Administrative and general |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,112 |
|
|||||
Depreciation and amortization |
|
|
1,483 |
|
|
|
14,927 |
|
|
|
11,381 |
|
|
|
14,263 |
|
|
|
279 |
|
|
|
42,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,681 |
|
|||||
Gains on asset dispositions and impairments, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381 |
|
|||||
Operating loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(43,548 |
) |
|||||
As of September 30, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Historical cost |
|
$ |
27,838 |
|
|
$ |
355,116 |
|
|
$ |
282,599 |
|
|
$ |
290,528 |
|
|
$ |
36,342 |
|
|
$ |
992,423 |
|
Accumulated depreciation |
|
|
(18,396 |
) |
|
|
(126,048 |
) |
|
|
(32,103 |
) |
|
|
(123,779 |
) |
|
|
(21,572 |
) |
|
|
(321,898 |
) |
|
|
$ |
9,442 |
|
|
$ |
229,068 |
|
|
$ |
250,496 |
|
|
$ |
166,749 |
|
|
$ |
14,770 |
|
|
$ |
670,525 |
|
Fleet Counts. The Company’s fleet count as of September 30, 2023 and December 31, 2022 was as follows:
|
|
Owned |
|
|
Leased-in |
|
|
Managed |
|
|
Total |
|
||||
September 30, 2023 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
3 |
|
|
|
1 |
|
|
|
— |
|
|
|
4 |
|
FSV |
|
|
23 |
|
|
|
— |
|
|
|
2 |
|
|
|
25 |
|
PSV |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
Liftboats |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
|
56 |
|
|
|
1 |
|
|
|
2 |
|
|
|
59 |
|
December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
AHTS |
|
|
3 |
|
|
|
2 |
|
|
|
— |
|
|
|
5 |
|
FSV |
|
|
22 |
|
|
|
1 |
|
|
|
2 |
|
|
|
25 |
|
PSV |
|
|
21 |
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
Liftboats |
|
|
9 |
|
|
|
— |
|
|
|
— |
|
|
|
9 |
|
|
|
|
55 |
|
|
|
3 |
|
|
|
2 |
|
|
|
60 |
|
37
Operating Income (Loss)
United States, primarily Gulf of Mexico. For the three and nine months ended September 30, 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 September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
|
|
$ |
— |
|
|
|
|
||||
FSV |
|
|
9,741 |
|
|
|
|
|
|
12,135 |
|
|
|
|
|
|
9,564 |
|
|
|
|
|
|
11,427 |
|
|
|
|
||||
PSV |
|
|
14,515 |
|
|
|
|
|
|
16,343 |
|
|
|
|
|
|
14,427 |
|
|
|
|
|
|
15,944 |
|
|
|
|
||||
Liftboats |
|
|
37,537 |
|
|
|
|
|
|
27,134 |
|
|
|
|
|
|
32,969 |
|
|
|
|
|
|
23,693 |
|
|
|
|
||||
Overall |
|
|
23,663 |
|
|
|
|
|
|
21,551 |
|
|
|
|
|
|
20,317 |
|
|
|
|
|
|
18,806 |
|
|
|
|
||||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
|
|
|
— |
% |
|
|
|
|
|
— |
% |
|
|
|
|
|
— |
% |
|
|
|
|
|
— |
% |
||||
FSV |
|
|
|
|
|
50 |
% |
|
|
|
|
|
56 |
% |
|
|
|
|
|
57 |
% |
|
|
|
|
|
47 |
% |
||||
PSV |
|
|
|
|
|
90 |
% |
|
|
|
|
|
71 |
% |
|
|
|
|
|
59 |
% |
|
|
|
|
|
68 |
% |
||||
Liftboats |
|
|
|
|
|
47 |
% |
|
|
|
|
|
71 |
% |
|
|
|
|
|
32 |
% |
|
|
|
|
|
51 |
% |
||||
Overall |
|
|
|
|
|
57 |
% |
|
|
|
|
|
58 |
% |
|
|
|
|
|
43 |
% |
|
|
|
|
|
47 |
% |
||||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
— |
|
|
|
|
|
|
184 |
|
|
|
|
|
|
31 |
|
|
|
|
|
|
546 |
|
|
|
|
||||
FSV |
|
|
276 |
|
|
|
|
|
|
276 |
|
|
|
|
|
|
819 |
|
|
|
|
|
|
819 |
|
|
|
|
||||
PSV |
|
|
276 |
|
|
|
|
|
|
276 |
|
|
|
|
|
|
645 |
|
|
|
|
|
|
819 |
|
|
|
|
||||
Liftboats |
|
|
644 |
|
|
|
|
|
|
627 |
|
|
|
|
|
|
1,796 |
|
|
|
|
|
|
1,771 |
|
|
|
|
||||
Overall |
|
|
1,196 |
|
|
|
|
|
|
1,363 |
|
|
|
|
|
|
3,291 |
|
|
|
|
|
|
3,955 |
|
|
|
|
||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time charter |
|
$ |
16,236 |
|
|
|
75 |
% |
|
$ |
17,075 |
|
|
|
89 |
% |
|
$ |
28,921 |
|
|
|
70 |
% |
|
$ |
34,698 |
|
|
|
84 |
% |
Other marine services |
|
|
5,444 |
|
|
|
25 |
% |
|
|
2,161 |
|
|
|
11 |
% |
|
|
12,279 |
|
|
|
30 |
% |
|
|
6,612 |
|
|
|
16 |
% |
|
|
|
21,680 |
|
|
|
100 |
% |
|
|
19,236 |
|
|
|
100 |
% |
|
|
41,200 |
|
|
|
100 |
% |
|
|
41,310 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Personnel |
|
|
6,712 |
|
|
|
31 |
% |
|
|
7,243 |
|
|
|
38 |
% |
|
|
19,204 |
|
|
|
47 |
% |
|
|
17,939 |
|
|
|
43 |
% |
Repairs and maintenance |
|
|
1,560 |
|
|
|
7 |
% |
|
|
2,002 |
|
|
|
10 |
% |
|
|
4,327 |
|
|
|
11 |
% |
|
|
4,383 |
|
|
|
11 |
% |
Drydocking |
|
|
462 |
|
|
|
2 |
% |
|
|
1,549 |
|
|
|
8 |
% |
|
|
2,011 |
|
|
|
5 |
% |
|
|
8,506 |
|
|
|
21 |
% |
Insurance and loss reserves |
|
|
332 |
|
|
|
2 |
% |
|
|
1,382 |
|
|
|
7 |
% |
|
|
2,455 |
|
|
|
6 |
% |
|
|
2,809 |
|
|
|
7 |
% |
Fuel, lubes and supplies |
|
|
958 |
|
|
|
4 |
% |
|
|
1,143 |
|
|
|
6 |
% |
|
|
2,665 |
|
|
|
6 |
% |
|
|
2,599 |
|
|
|
6 |
% |
Other |
|
|
341 |
|
|
|
2 |
% |
|
|
314 |
|
|
|
2 |
% |
|
|
899 |
|
|
|
2 |
% |
|
|
819 |
|
|
|
2 |
% |
|
|
|
10,365 |
|
|
|
48 |
% |
|
|
13,633 |
|
|
|
71 |
% |
|
|
31,561 |
|
|
|
77 |
% |
|
|
37,055 |
|
|
|
90 |
% |
Direct Vessel Profit |
|
$ |
11,315 |
|
|
|
52 |
% |
|
$ |
5,603 |
|
|
|
29 |
% |
|
$ |
9,639 |
|
|
|
23 |
% |
|
$ |
4,255 |
|
|
|
10 |
% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $0.8 million lower in the Current Year Quarter compared with the Prior Year Quarter 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 $3.3 million higher primarily due to business interruption insurance revenue and higher vessel mobilization revenues. As of September 30, 2023, the Company had two of 13 owned and leased-in vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 14 vessels (one AHTS and one liftboat) as of September 30, 2022. In addition, the Company had one vessel classified as held for sale in this region as of September 30, 2023.
Direct Operating Expenses. Direct operating expenses were $3.3 million lower in the Current Year Quarter compared with the Prior Year Quarter for the Regional Core Fleet primarily due to the timing of drydocking, repairs, insurance and other related expenditures.
38
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $5.8 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $3.3 million lower due to decreased utilization for the Regional Core Fleet and $2.5 million lower due to the repositioning of vessels between geographic regions. Other marine services were $5.7 million higher primarily due to business interruption insurance revenue and higher mobilization revenues.
Direct Operating Expenses. Direct operating expenses were $5.5 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $2.6 million lower due to the repositioning of vessels between geographic regions, $2.4 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, and $0.5 million lower due to net asset dispositions.
Africa and Europe. For the three and nine months ended September 30, 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 September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
$ |
10,195 |
|
|
|
|
|
$ |
9,917 |
|
|
|
|
|
$ |
10,190 |
|
|
|
|
|
$ |
9,953 |
|
|
|
|
||||
FSV |
|
|
12,524 |
|
|
|
|
|
|
11,378 |
|
|
|
|
|
|
12,746 |
|
|
|
|
|
|
10,690 |
|
|
|
|
||||
PSV |
|
|
22,303 |
|
|
|
|
|
|
14,020 |
|
|
|
|
|
|
19,533 |
|
|
|
|
|
|
12,956 |
|
|
|
|
||||
Overall |
|
|
15,388 |
|
|
|
|
|
|
11,813 |
|
|
|
|
|
|
14,417 |
|
|
|
|
|
|
11,089 |
|
|
|
|
||||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
|
|
|
67 |
% |
|
|
|
|
|
100 |
% |
|
|
|
|
|
80 |
% |
|
|
|
|
|
99 |
% |
||||
FSV |
|
|
|
|
|
88 |
% |
|
|
|
|
|
98 |
% |
|
|
|
|
|
93 |
% |
|
|
|
|
|
87 |
% |
||||
PSV |
|
|
|
|
|
86 |
% |
|
|
|
|
|
76 |
% |
|
|
|
|
|
84 |
% |
|
|
|
|
|
75 |
% |
||||
Overall |
|
|
|
|
|
84 |
% |
|
|
|
|
|
91 |
% |
|
|
|
|
|
88 |
% |
|
|
|
|
|
86 |
% |
||||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
276 |
|
|
|
|
|
|
276 |
|
|
|
|
|
|
819 |
|
|
|
|
|
|
819 |
|
|
|
|
||||
FSV |
|
|
920 |
|
|
|
|
|
|
828 |
|
|
|
|
|
|
2,730 |
|
|
|
|
|
|
2,580 |
|
|
|
|
||||
PSV |
|
|
552 |
|
|
|
|
|
|
525 |
|
|
|
|
|
|
1,638 |
|
|
|
|
|
|
1,296 |
|
|
|
|
||||
Overall |
|
|
1,748 |
|
|
|
|
|
|
1,629 |
|
|
|
|
|
|
5,187 |
|
|
|
|
|
|
4,695 |
|
|
|
|
||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time charter |
|
$ |
22,528 |
|
|
|
97 |
% |
|
$ |
17,551 |
|
|
|
100 |
% |
|
$ |
65,938 |
|
|
|
102 |
% |
|
$ |
44,761 |
|
|
|
99 |
% |
Other marine services |
|
|
815 |
|
|
|
3 |
% |
|
|
60 |
|
|
|
0 |
% |
|
|
(1,056 |
) |
|
|
(2 |
%) |
|
|
516 |
|
|
|
1 |
% |
|
|
|
23,343 |
|
|
|
100 |
% |
|
|
17,611 |
|
|
|
100 |
% |
|
|
64,882 |
|
|
|
100 |
% |
|
|
45,277 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Personnel |
|
|
5,089 |
|
|
|
22 |
% |
|
|
4,694 |
|
|
|
27 |
% |
|
|
14,427 |
|
|
|
22 |
% |
|
|
11,756 |
|
|
|
26 |
% |
Repairs and maintenance |
|
|
2,214 |
|
|
|
9 |
% |
|
|
2,110 |
|
|
|
12 |
% |
|
|
6,817 |
|
|
|
11 |
% |
|
|
6,327 |
|
|
|
14 |
% |
Drydocking |
|
|
320 |
|
|
|
1 |
% |
|
|
383 |
|
|
|
2 |
% |
|
|
1,648 |
|
|
|
2 |
% |
|
|
1,661 |
|
|
|
4 |
% |
Insurance and loss reserves |
|
|
573 |
|
|
|
3 |
% |
|
|
359 |
|
|
|
2 |
% |
|
|
1,311 |
|
|
|
2 |
% |
|
|
812 |
|
|
|
2 |
% |
Fuel, lubes and supplies |
|
|
2,573 |
|
|
|
11 |
% |
|
|
2,284 |
|
|
|
13 |
% |
|
|
6,207 |
|
|
|
10 |
% |
|
|
5,247 |
|
|
|
12 |
% |
Other |
|
|
1,320 |
|
|
|
6 |
% |
|
|
1,580 |
|
|
|
9 |
% |
|
|
4,356 |
|
|
|
7 |
% |
|
|
5,279 |
|
|
|
11 |
% |
|
|
|
12,089 |
|
|
|
52 |
% |
|
|
11,410 |
|
|
|
65 |
% |
|
|
34,766 |
|
|
|
54 |
% |
|
|
31,082 |
|
|
|
69 |
% |
Direct Vessel Profit |
|
$ |
11,254 |
|
|
|
48 |
% |
|
$ |
6,201 |
|
|
|
35 |
% |
|
$ |
30,116 |
|
|
|
46 |
% |
|
$ |
14,195 |
|
|
|
31 |
% |
39
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $5.0 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.9 million higher for the Regional Core Fleet primarily as a result of increased day rates and $2.1 million higher due to the repositioning of vessels between geographic regions. Other marine services were $0.8 million higher primarily due to the recognition of previously deferred revenue partially offset by higher commission charges. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region. In addition, the Company had one vessel classified as held for sale in this region as of September 30, 2023.
Direct Operating Expenses. Direct operating expenses were $0.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $0.3 million higher for the Regional Core Fleet and $0.5 million higher due to the repositioning of vessels between geographic regions partially offset by a $0.1 million decrease due to net asset dispositions.
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $21.2 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $11.5 million higher due to the repositioning of vessels between geographic regions and $10.4 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. Other marine services were $1.6 million lower primarily due to higher commission charges.
Direct Operating Expenses. Direct operating expenses were $3.7 million higher in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to the repositioning of vessels between geographic regions.
40
Middle East and Asia. For the three and nine months ended September 30, 2023 and 2022 the Company’s time charter statistics and direct vessel profit (loss) in the Middle East and Asia were as follows (in thousands, except statistics):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
$ |
— |
|
|
|
|
|
$ |
5,643 |
|
|
|
|
|
$ |
5,429 |
|
|
|
|
|
$ |
5,660 |
|
|
|
|
||||
FSV |
|
|
9,077 |
|
|
|
|
|
|
8,223 |
|
|
|
|
|
|
8,904 |
|
|
|
|
|
|
7,763 |
|
|
|
|
||||
PSV |
|
|
13,073 |
|
|
|
|
|
|
7,906 |
|
|
|
|
|
|
10,147 |
|
|
|
|
|
|
8,861 |
|
|
|
|
||||
Liftboats |
|
|
42,500 |
|
|
|
|
|
|
29,000 |
|
|
|
|
|
|
42,499 |
|
|
|
|
|
|
29,000 |
|
|
|
|
||||
Overall |
|
|
16,313 |
|
|
|
|
|
|
9,507 |
|
|
|
|
|
|
14,240 |
|
|
|
|
|
|
9,694 |
|
|
|
|
||||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
|
|
|
— |
% |
|
|
|
|
|
100 |
% |
|
|
|
|
|
57 |
% |
|
|
|
|
|
99 |
% |
||||
FSV |
|
|
|
|
|
74 |
% |
|
|
|
|
|
91 |
% |
|
|
|
|
|
91 |
% |
|
|
|
|
|
92 |
% |
||||
PSV |
|
|
|
|
|
56 |
% |
|
|
|
|
|
63 |
% |
|
|
|
|
|
54 |
% |
|
|
|
|
|
72 |
% |
||||
Liftboats |
|
|
|
|
|
100 |
% |
|
|
|
|
|
50 |
% |
|
|
|
|
|
97 |
% |
|
|
|
|
|
61 |
% |
||||
Overall |
|
|
|
|
|
67 |
% |
|
|
|
|
|
79 |
% |
|
|
|
|
|
78 |
% |
|
|
|
|
|
81 |
% |
||||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
AHTS |
|
|
92 |
|
|
|
|
|
|
92 |
|
|
|
|
|
|
273 |
|
|
|
|
|
|
273 |
|
|
|
|
||||
FSV |
|
|
736 |
|
|
|
|
|
|
828 |
|
|
|
|
|
|
2,184 |
|
|
|
|
|
|
2,457 |
|
|
|
|
||||
PSV |
|
|
460 |
|
|
|
|
|
|
460 |
|
|
|
|
|
|
1,365 |
|
|
|
|
|
|
1,649 |
|
|
|
|
||||
Liftboats |
|
|
184 |
|
|
|
|
|
|
184 |
|
|
|
|
|
|
546 |
|
|
|
|
|
|
546 |
|
|
|
|
||||
Specialty (1) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
90 |
|
|
|
|
||||
Overall |
|
|
1,472 |
|
|
|
|
|
|
1,564 |
|
|
|
|
|
|
4,368 |
|
|
|
|
|
|
5,015 |
|
|
|
|
||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time charter |
|
$ |
16,087 |
|
|
|
99 |
% |
|
$ |
11,712 |
|
|
|
97 |
% |
|
$ |
48,678 |
|
|
|
94 |
% |
|
$ |
39,278 |
|
|
|
98 |
% |
Other marine services |
|
|
103 |
|
|
|
1 |
% |
|
|
319 |
|
|
|
3 |
% |
|
|
3,318 |
|
|
|
6 |
% |
|
|
828 |
|
|
|
2 |
% |
|
|
|
16,190 |
|
|
|
100 |
% |
|
|
12,031 |
|
|
|
100 |
% |
|
|
51,996 |
|
|
|
100 |
% |
|
|
40,106 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Personnel |
|
|
5,157 |
|
|
|
32 |
% |
|
|
5,384 |
|
|
|
45 |
% |
|
|
15,264 |
|
|
|
29 |
% |
|
|
17,106 |
|
|
|
43 |
% |
Repairs and maintenance |
|
|
2,623 |
|
|
|
16 |
% |
|
|
1,776 |
|
|
|
15 |
% |
|
|
4,519 |
|
|
|
9 |
% |
|
|
6,153 |
|
|
|
15 |
% |
Drydocking |
|
|
1,056 |
|
|
|
6 |
% |
|
|
3,113 |
|
|
|
26 |
% |
|
|
(723 |
) |
|
|
(1 |
)% |
|
|
6,325 |
|
|
|
16 |
% |
Insurance and loss reserves |
|
|
711 |
|
|
|
4 |
% |
|
|
762 |
|
|
|
6 |
% |
|
|
2,616 |
|
|
|
5 |
% |
|
|
2,017 |
|
|
|
5 |
% |
Fuel, lubes and supplies |
|
|
743 |
|
|
|
5 |
% |
|
|
1,426 |
|
|
|
12 |
% |
|
|
2,310 |
|
|
|
4 |
% |
|
|
3,754 |
|
|
|
9 |
% |
Other |
|
|
779 |
|
|
|
5 |
% |
|
|
878 |
|
|
|
7 |
% |
|
|
2,340 |
|
|
|
5 |
% |
|
|
3,718 |
|
|
|
9 |
% |
|
|
|
11,069 |
|
|
|
68 |
% |
|
|
13,339 |
|
|
|
111 |
% |
|
|
26,326 |
|
|
|
51 |
% |
|
|
39,073 |
|
|
|
97 |
% |
Direct Vessel Profit (Loss) |
|
$ |
5,121 |
|
|
|
32 |
% |
|
$ |
(1,308 |
) |
|
|
(11 |
)% |
|
$ |
25,670 |
|
|
|
49 |
% |
|
$ |
1,033 |
|
|
|
3 |
% |
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $4.4 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.6 million higher for the Regional Core Fleet as a result of increased liftboat day rates and utilization and $0.2 million lower due to the repositioning of vessels between geographic regions. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $2.3 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.4 million lower for the Regional Core Fleet, primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods, and $ 0.9 lower due to the repositioning of vessels between geographic regions.
41
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $9.4 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $14.1 million higher for the Regional Core Fleet as a result of increased liftboat day rates and utilization and $4.7 million lower due to the repositioning of vessels between geographic regions. Other marine services were $2.5 million higher primarily due to business interruption insurance revenue.
Direct Operating Expenses. Direct operating expenses were $12.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $7.5 million lower for the Regional Core Fleet, primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods, and $5.2 million lower due to the repositioning of vessels between geographic regions.
Latin America (Brazil, Mexico, Central and South America). For the three and nine months ended September 30, 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 September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||||||||||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||||||||||||||||||
Time Charter Statistics: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates Per Day Worked: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FSV |
|
$ |
14,950 |
|
|
|
|
|
$ |
8,421 |
|
|
|
|
|
$ |
13,124 |
|
|
|
|
|
$ |
8,061 |
|
|
|
|
||||
PSV |
|
|
22,822 |
|
|
|
|
|
|
15,797 |
|
|
|
|
|
|
19,556 |
|
|
|
|
|
|
15,527 |
|
|
|
|
||||
Liftboats |
|
|
— |
|
|
|
|
|
|
24,901 |
|
|
|
|
|
|
24,450 |
|
|
|
|
|
|
25,801 |
|
|
|
|
||||
Overall |
|
|
20,656 |
|
|
|
|
|
|
14,010 |
|
|
|
|
|
|
18,393 |
|
|
|
|
|
|
13,927 |
|
|
|
|
||||
Utilization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FSV |
|
|
|
|
|
100 |
% |
|
|
|
|
|
97 |
% |
|
|
|
|
|
87 |
% |
|
|
|
|
|
96 |
% |
||||
PSV |
|
|
|
|
|
83 |
% |
|
|
|
|
|
94 |
% |
|
|
|
|
|
92 |
% |
|
|
|
|
|
93 |
% |
||||
Liftboats |
|
|
|
|
|
— |
% |
|
|
|
|
|
10 |
% |
|
|
|
|
|
75 |
% |
|
|
|
|
|
34 |
% |
||||
Overall |
|
|
|
|
|
87 |
% |
|
|
|
|
|
93 |
% |
|
|
|
|
|
90 |
% |
|
|
|
|
|
90 |
% |
||||
Available Days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
FSV |
|
|
184 |
|
|
|
|
|
|
184 |
|
|
|
|
|
|
546 |
|
|
|
|
|
|
546 |
|
|
|
|
||||
PSV |
|
|
582 |
|
|
|
|
|
|
579 |
|
|
|
|
|
|
1,842 |
|
|
|
|
|
|
1,696 |
|
|
|
|
||||
Liftboats |
|
|
— |
|
|
|
|
|
|
17 |
|
|
|
|
|
|
115 |
|
|
|
|
|
|
140 |
|
|
|
|
||||
Overall |
|
|
766 |
|
|
|
|
|
|
780 |
|
|
|
|
|
|
2,503 |
|
|
|
|
|
|
2,382 |
|
|
|
|
||||
Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Time charter |
|
$ |
13,817 |
|
|
|
96 |
% |
|
$ |
10,162 |
|
|
|
93 |
% |
|
$ |
41,350 |
|
|
|
93 |
% |
|
$ |
30,008 |
|
|
|
92 |
% |
Bareboat charter |
|
|
368 |
|
|
|
3 |
% |
|
|
332 |
|
|
|
3 |
% |
|
|
1,092 |
|
|
|
2 |
% |
|
|
998 |
|
|
|
3 |
% |
Other marine services |
|
|
176 |
|
|
|
1 |
% |
|
|
419 |
|
|
|
4 |
% |
|
|
1,918 |
|
|
|
4 |
% |
|
|
1,700 |
|
|
|
5 |
% |
|
|
|
14,361 |
|
|
|
100 |
% |
|
|
10,913 |
|
|
|
100 |
% |
|
|
44,360 |
|
|
|
100 |
% |
|
|
32,706 |
|
|
|
100 |
% |
Direct operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Personnel |
|
|
2,985 |
|
|
|
21 |
% |
|
|
2,831 |
|
|
|
26 |
% |
|
|
10,795 |
|
|
|
24 |
% |
|
|
10,132 |
|
|
|
31 |
% |
Repairs and maintenance |
|
|
1,021 |
|
|
|
7 |
% |
|
|
1,489 |
|
|
|
14 |
% |
|
|
3,559 |
|
|
|
8 |
% |
|
|
5,685 |
|
|
|
17 |
% |
Drydocking |
|
|
(70 |
) |
|
|
(0 |
)% |
|
|
1 |
|
|
|
0 |
% |
|
|
1,101 |
|
|
|
3 |
% |
|
|
1 |
|
|
|
0 |
% |
Insurance and loss reserves |
|
|
217 |
|
|
|
2 |
% |
|
|
347 |
|
|
|
3 |
% |
|
|
630 |
|
|
|
1 |
% |
|
|
943 |
|
|
|
3 |
% |
Fuel, lubes and supplies |
|
|
773 |
|
|
|
5 |
% |
|
|
563 |
|
|
|
5 |
% |
|
|
2,322 |
|
|
|
5 |
% |
|
|
1,895 |
|
|
|
6 |
% |
Other |
|
|
367 |
|
|
|
2 |
% |
|
|
393 |
|
|
|
4 |
% |
|
|
1,331 |
|
|
|
3 |
% |
|
|
1,781 |
|
|
|
5 |
% |
|
|
|
5,293 |
|
|
|
37 |
% |
|
|
5,624 |
|
|
|
52 |
% |
|
|
19,738 |
|
|
|
44 |
% |
|
|
20,437 |
|
|
|
62 |
% |
Direct Vessel Profit |
|
$ |
9,068 |
|
|
|
63 |
% |
|
$ |
5,289 |
|
|
|
48 |
% |
|
$ |
24,622 |
|
|
|
56 |
% |
|
$ |
12,269 |
|
|
|
38 |
% |
42
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $3.7 million higher in the Current Year Quarter compared with the Prior Year Quarter, primarily due to increased day rates for the Regional Core Fleet. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $0.3 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to the timing of certain repair expenditures.
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $11.4 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $7.5 million higher for the Regional Core Fleet as a result of increased day rates and $3.9 million higher due to the repositioning of vessels between geographic regions.
Direct Operating Expenses. Direct operating expenses were $0.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to the timing of certain repair expenditures.
Other Operating Expenses
Lease Expense. Leased-in equipment expense for the Current Year Quarter and Current Year Nine Months was $0.5 million lower and $1.2 million lower compared with the Prior Year Quarter and Prior Year Nine Months primarily due to the impairment of one leased-in vessel in 2022. Our fleet currently includes one leased in vessel compared to three in the prior year.
Administrative and general. Administrative and general expenses for the Current Year Quarter and Current Year Nine Months were $2.3 million higher and $7.5 million higher compared to the Prior Year Quarter and Prior Year Nine Months due to increases in our allowance for credit losses and increases in salaries and benefits expenses in the Current Year Quarter and Current Year Nine Months.
Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Nine Months were $0.3 million lower and $1.5 million lower compared to the Prior Year Quarter and Prior Year Nine Months primarily due to net fleet changes.
43
Gains (Losses) on Asset Dispositions and Impairments, Net. There were no vessel sales during the Current Year Quarter. The Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows. During the Prior Year Quarter, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million. In addition, the Company recorded impairment charges of $1.2 million for one leased-in AHTS as it was not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment, classified as assets held for sale during the third quarter of 2022, which was subsequently sold in the first quarter of 2023.
During the Current Year Nine Months, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million. In addition, the Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows. During the Prior Year Nine Months, the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million, 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. Also, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million.
In addition, during the Prior Year Nine Months, the Company recorded impairment charges of $1.2 million for one leased-in AHTS as it was not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment, classified as assets held for sale during the third quarter of 2022, which was subsequently sold in the first quarter of 2023.
Other Income (Expense), Net
For the three and nine months ended September 30, 2023 and 2022, the Company’s other income (expense) was as follows (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
$ |
340 |
|
|
$ |
(123 |
) |
|
$ |
1,222 |
|
|
$ |
96 |
|
Interest expense |
|
|
(9,536 |
) |
|
|
(7,634 |
) |
|
|
(27,060 |
) |
|
|
(21,250 |
) |
Loss on debt extinguishment |
|
|
(2,004 |
) |
|
|
— |
|
|
|
(2,004 |
) |
|
|
— |
|
Derivative gains, net |
|
|
— |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
Foreign currency gains (losses), net |
|
|
571 |
|
|
|
2,314 |
|
|
|
(857 |
) |
|
|
4,305 |
|
Other, net |
|
|
— |
|
|
|
659 |
|
|
|
— |
|
|
|
618 |
|
|
|
$ |
(10,629 |
) |
|
$ |
(4,783 |
) |
|
$ |
(28,699 |
) |
|
$ |
(16,231 |
) |
Interest income. Interest income for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months was higher due to interest received for the loan due from MexMar.
Interest expense. Interest expense was higher in the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months primarily due to a higher interest rate on the 2018 SEACOR Marine Foreign Holdings Credit Facility, a higher interest rate due to the refinancing of the 2018 SEACOR Marine Foreign Holdings Credit Facility with the 2023 SEACOR Marine Foreign Holdings 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 as a result of the interest rate environment.
44
Loss on debt extinguishment. Loss on debt extinguishment was higher in the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months due to the exchange of the 2018 SEACOR Marine Foreign Holdings Credit Facility for the 2023 SEACOR Marine Foreign Holdings Credit Facility. See “Note 5. Long-Term Debt” to the Unaudited Consolidated Financial Statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
Derivative gains, net. Net derivative losses for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months decreased due to the Company no longer having a conversion option liability.
Foreign currency gains (losses), net. Foreign currency losses for the Current Year Quarter and Current Year Nine Months compared to foreign currency gains for the Prior Year Quarter and Prior Year Nine Months was primarily due to various changes in foreign currencies.
Income Tax Expense
During the nine months ended September 30, 2023, the Company’s effective income tax rate of 15.32% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes.
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 $2.5 million higher and earnings for the Current Year Nine Months compared with the Prior Year Nine Months were $2.7 million lower due to the following changes in equity earnings (losses) (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
||||
MexMar |
|
$ |
— |
|
|
$ |
(1,689 |
) |
|
$ |
— |
|
|
$ |
2,133 |
|
SEACOR Arabia |
|
|
2,063 |
|
|
|
142 |
|
|
|
2,878 |
|
|
|
493 |
|
Offshore Vessel Holdings |
|
|
— |
|
|
|
929 |
|
|
|
— |
|
|
|
2,571 |
|
Other |
|
|
210 |
|
|
|
364 |
|
|
|
304 |
|
|
|
638 |
|
|
|
$ |
2,273 |
|
|
$ |
(254 |
) |
|
$ |
3,182 |
|
|
$ |
5,835 |
|
MexMar, OVH and SEACOR Marlin. On September 29, 2022, each of the Framework Agreement Transactions were consummated. As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC. 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.
45
As of September 30, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $58.6 million. As of September 30, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $50.8 million.
As of September 30, 2023, the Company had outstanding debt of $319.8 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of September 30, 2023, are as follows (in thousands):
|
|
Actual |
|
|
Remainder 2023 |
|
$ |
6,173 |
|
2024 |
|
|
28,365 |
|
2025 |
|
|
28,605 |
|
2026 |
|
|
152,405 |
|
2027 |
|
|
27,165 |
|
Years subsequent to 2027 |
|
|
116,483 |
|
|
|
$ |
359,196 |
|
As of September 30, 2023, the Company had unfunded capital commitments of $1.0 million for miscellaneous vessel equipment payable during 2024. The Company has indefinitely deferred an additional $9.2 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 nine months ended September 30, 2023 and 2022 (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows provided by or (used in): |
|
|
|
|
|
|
||
Operating Activities |
|
$ |
10,430 |
|
|
$ |
(11,840 |
) |
Investing Activities |
|
|
16,078 |
|
|
|
52,932 |
|
Financing Activities |
|
|
(10,919 |
) |
|
|
(31,500 |
) |
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents |
|
|
2 |
|
|
|
(2 |
) |
Net Change in Cash, Restricted Cash and Cash Equivalents |
|
$ |
15,591 |
|
|
$ |
9,590 |
|
46
Operating Activities
Cash flows provided by operating activities increased by $22.3 million in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to increases in day rates and utilization offset by changes in working capital. The components of cash flows provided by and/or used in operating activities during the Current Year Nine Months and Prior Year Nine Months were as follows (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
DVP: |
|
|
|
|
|
|
||
United States, primarily Gulf of Mexico |
|
$ |
9,639 |
|
|
$ |
4,255 |
|
Africa and Europe |
|
|
30,116 |
|
|
|
14,195 |
|
Middle East and Asia |
|
|
25,670 |
|
|
|
1,033 |
|
Latin America |
|
|
24,622 |
|
|
|
12,269 |
|
Operating, leased-in equipment |
|
|
(1,805 |
) |
|
|
(1,656 |
) |
Administrative and general (excluding provisions for bad debts and amortization of share awards) |
|
|
(29,893 |
) |
|
|
(26,258 |
) |
Other, net (excluding non-cash losses) |
|
|
— |
|
|
|
618 |
|
Dividends received from 50% or less owned companies |
|
|
2,075 |
|
|
|
2,983 |
|
|
|
|
60,424 |
|
|
|
7,439 |
|
Changes in operating assets and liabilities before interest and income taxes |
|
|
(29,017 |
) |
|
|
(5,193 |
) |
Cash settlements on derivative transactions, net |
|
|
577 |
|
|
|
(782 |
) |
Interest paid, excluding capitalized interest (1) |
|
|
(21,046 |
) |
|
|
(14,286 |
) |
Interest received |
|
|
1,222 |
|
|
|
96 |
|
Income taxes (paid) refunded, net |
|
|
(1,730 |
) |
|
|
886 |
|
Total cash flows provided by (used in) operating activities |
|
$ |
10,430 |
|
|
$ |
(11,840 |
) |
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 Nine Months, net cash provided by investing activities was $16.1 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash provided by investing activities was $52.9 million, primarily as a result of the following:
47
Financing Activities
During the Current Year Nine Months, net cash used in financing activities was $10.9 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash used in financing activities was $31.5 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.
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
48
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.
2023 SEACOR Marine Foreign Holdings Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SEACOR Marine Foreign Holdings Credit Facility” and such agreement, the “2023 SMFH Credit Agreement”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:
(x) refinance approximately $104.8 million of existing principal indebtedness comprised of: (a) $61.1 million incurred under the 2018 SEACOR Marine Foreign Holdings Credit Facility, (b) $11.0 million incurred under the SEACOR 88/888 Term Loan, (c) $15.1 million incurred under the SEACOR Offshore OSV Credit Facility, (d) $13.7 million incurred under the SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt, and (e) $3.9 million incurred under the Tarahumara Shipyard Financing, which payoff amount reflects a 7% discount to book value,
(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 build fast support vessel, previously operated under lease and now pledged as collateral under the 2023 SEACOR Marine Foreign Holdings Credit Facility, and
(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.
The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SEACOR Marine Foreign Holdings Credit Facility bears interest at a fixed rate of 11.75% per annum.
The loan may be prepaid at any time in amounts of $1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00% to 1.00% of the amount prepaid.
The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.
SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Agreement), (B) minimum Equity Ratio (as defined in the 2023 SMFH Credit Agreement) of 35%, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Agreement) of 65%. The 2023 SMFH Credit Facility Guaranty also
49
restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness.
SEACOR Alpine Credit Facility. On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.
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.
50
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 nine months ended September 30, 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 September 30, 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 September 30, 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 United States Securities and Exchange Commission’s (“SEC”) 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 SEC’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.
51
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 |
|
||||
July 1, 2023 to July 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
August 1, 2023 to August 31, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
September 1, 2023 to September 30, 2023 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
|
— |
|
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
At the Market Offering.
On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (the “sales agent”), relating to the issuance and sale from time to time by SEACOR Marine (the “ATM Offering”), through the sales agent, of shares of SEACOR Marine’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). Sales of the ATM Shares, if any, under the sales agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange (the “NYSE”), the existing trading market for SEACOR Marine’s Common Stock, or any other market venue where SEACOR Marine’s Common Stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agent may also sell the ATM Shares by any other method permitted by law.
Under the terms of the sales agreement, SEACOR Marine may also sell ATM Shares to the sales agent, as principal for its own account, including a block trade, at a price agreed upon at the time of sale. If SEACOR
52
Marine sells ATM Shares to the sales agent as principal, SEACOR Marine will enter into a separate terms agreement with the sales agent and will describe any such agreement in a separate prospectus supplement or pricing supplement.
The sales agreement includes customary representations, warranties and covenants by SEACOR Marine and customary obligations of the parties and termination provisions. SEACOR Marine has agreed to indemnify the sales agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the sales agent may be required to make with respect to any of those liabilities. Under the terms of the sales agreement, SEACOR Marine will pay the sales agent a commission of up to 3% of the gross sales price of any ATM Shares sold.
The ATM Shares to be sold under the sales agreement, if any, will be issued and sold pursuant to the prospectus forming a part of SEACOR Marine’s shelf registration statement on Form S-3 (File No. 333-262447), which was filed by SEACOR Marine with the Securities and Exchange Commission (“SEC”) on February 1, 2022 and became effective on February 11, 2022, and the Company will file a prospectus supplement with the SEC related to the ATM Shares. SEACOR Marine plans to use the net proceeds from any sales of ATM Shares pursuant to the sales agreement for general corporate purposes, which may include additions to working capital, capital expenditures, repayment of debt, or the financing of possible acquisitions and investments.
The offering of common stock pursuant to the sales agreement will terminate upon the earliest of (1) the sale of ATM Shares with an aggregate gross sales price of $25.0 million or (2) the termination of the sales agreement by SEACOR Marine or by the sales agent, with respect to the sales agent only.
The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of the sales agreement, a copy of which is filed as Exhibit 1.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. In connection with the ATM Offering, Milbank LLP provided the Company with the legal opinion attached to this Quarterly Report on Form 10-Q as Exhibit 5.1.
The sales agent and its related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the ordinary course of their businesses. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.
The disclosure about the ATM Offering shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
53
ITEM 6. EXHIBITS
|
|
|
1.1 |
|
|
|
|
|
5.1 |
|
|
|
|
|
10.1* |
|
|
|
|
|
10.2* |
|
|
|
|
|
10.3* |
|
|
|
|
|
23.1 |
|
Consent of Milbank LLP (included in its opinion filed as Exhibit 5.1). |
|
|
|
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 September 30, 2023, has been formatted in Inline XBRL. |
|
|
|
* Incorporated by reference.
** 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.
54
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. |
|
|
|
|
|
|
Date: |
|
November 1, 2023 |
By: |
|
/s/ John Gellert |
|
|
|
|
|
John Gellert, President, Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
|
|
Date: |
|
November 1, 2023 |
By: |
|
/s/ Jesús Llorca |
|
|
|
|
|
Jesús Llorca, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
Date: |
|
November 1, 2023 |
By: |
|
/s/ Gregory S. Rossmiller |
|
|
|
|
|
Gregory S. Rossmiller, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
|
55
Execution Version
Exhibit 1.1
SEACOR MARINE HOLDINGS INC.
Common Stock
(par value $0.01 per share)
At Market Issuance Sales Agreement
November 1, 2023
B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Ladies and Gentlemen:
SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”), as follows:
The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-262447), including a base prospectus, relating to certain securities, including the Common Stock to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the
DB2/ 46767468.11
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder. The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of the registration statement, which prospectus or prospectus supplement relates to the Placement Shares to be issued from time to time by the Company. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares.
Except where the context otherwise requires, such registration statement(s), including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement,” and the related prospectus covering the Common Stock dated February 11, 2022 filed as part of the Registration Statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter referred to as the “Base Prospectus”. “Prospectus Supplement” means the final prospectus supplement covering the Placement Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, in the form furnished by the Company to the Agent in connection with the offering of the Placement Shares. Except where the context otherwise requires, “Prospectus” means the Base Prospectus, as supplemented by the Prospectus Supplement and the most recent Interim Prospectus Supplement, if any. As used herein, any reference herein to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus or any Interim Prospectus Supplement shall be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Prospectus, any Interim Prospectus Supplement or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of any document subsequently filed by the Company with the Commission pursuant to the Exchange Act and incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
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Any certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
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the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained in such Form 8-K is material) with a certificate dated the Representation Date, in the form attached to this Agreement. The requirement to provide a certificate under this Section 7(k) shall be waived for any Representation Date occurring at a time (i) at which no Placement Notice is pending, or (ii) a Suspension is in effect, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement
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Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a certificate under this Section 7(k), then before the Agent sells any Placement Shares, the Company shall provide the Agent with a certificate in conformity with this Section 7(k) dated as of the date of the Placement Notice.
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provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the Agent Information (as defined below).
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B. Riley Securities, Inc.
299 Park Avenue, 21st Floor
New York, New York 10171
Attention: General Counsel
Email: atmdesk@brileyfin.com
with a copy to:
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
Attention: Albert Lung
Email: albert.lung@morganlewis.com
and if to the Company, shall be delivered to:
SEACOR Marine Holdings Inc.
c/o Legal Department
12121 Wickchester Lane
Suite 500
Houston, TX 77079
Attention: Andrew H. Everett III
Email: aeverett@seacormarine.com
with copies to:
Milbank LLP
55 Hudson Yards
New York, New York 10001
Attention: Brett Nadritch
Email: bnadritch@milbank.com
Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a
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Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
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“Applicable Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement and (iii) each Settlement Date.
“Governmental Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision of any of the foregoing.
“Interim Prospectus Supplement” shall mean any prospectus supplement prepared and filed pursuant to Rule 424(b) as provided by Section 7(j) of this Agreement.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Rule 164,” “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.
All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.
[Signature Page Follows]
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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.
Very truly yours,
SEACOR MARINE HOLDINGS INC.
By: /s/ Jesús Llorca
Name: Jesús Llorca
Title: Executive Vice President and Chief Financial Officer
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Accepted: As of the date first written above
B. RILEY SECURITIES, INC.
By: /s/ Patrice McNicoll
Name: Patrice McNicoll
Title: Co-Head of Investment Banking
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SCHEDULE 1
Form of Placement Notice |
From: SEACOR Marine Holdings Inc.
To: B. Riley Securities, Inc.
Attention: [●]
Subject: Placement Notice
Date: [●], 2023
Ladies and Gentlemen:
Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”) and B. Riley Securities, Inc. (the “Agent”), dated November 1, 2023, the Company hereby requests that the Agent sell up to [●] of the Company’s Common Stock, par value $0.01 per share, at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time].
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SCHEDULE 2
Compensation |
The Company shall pay to the Agent in cash, upon each sale of Placement Shares through the Agent pursuant to this Agreement, an amount up to 3.0% of the aggregate gross proceeds from each sale of Placement Shares.
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SCHEDULE 3
Notice Parties |
The Company
John Gellert (jgellert@seacormarine.com)
Jesús Llorca (jllorca@seacormarine.com)
The Agent
Patrice McNicoll (pmcnicoll@brileyfin.com)
Seth Appel (sappel@brileyfin.com)
Ernie Dahlman (edahlman@brileyfin.com)
Natalie Bend (nbend@brileyfin.com)
With copies to: atmadmin@brileyfin.com
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SCHEDULE 4
Subsidiaries |
Company Jurisdiction
Falcon Global USA LLC Delaware
Falcon Global International LLC Marshall Islands
SEACOR LB Offshore (MI) LLC Marshall Islands
Falcon Global Holdings LLC Delaware
SEACOR LB Holdings LLC Delaware
SEACOR Marine LLC Delaware
SEACOR Acadian Companies Inc. Delaware
SEACOR Offshore Delta LLC Marshall Islands
SEACOR Offshore Asia LLC Marshall Islands
SEACOR Marine Asia Holdings Inc. Marshall Islands
SEACOR Marine Foreign Holdings Inc. Marshall Islands
SEACOR Marine International Holdings LLC Marshall Islands
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Form of Representation Date Certificate Pursuant to Section 7(k)
The undersigned, the duly qualified and elected [Chief Executive Officer][Chief Financial Officer], of SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(k) of the Sales Agreement, dated November 1, 2023 (the “Sales Agreement”), between the Company and B. Riley Securities, Inc., that to the best of the knowledge of the undersigned:
(i) The representations and warranties of the Company in Section 6 of the Sales Agreement are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; provided, however, that such representations and warranties also shall be qualified by the disclosure included or incorporated by reference in the Registration Statement and Prospectus; and
(ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof.
Capitalized terms used herein without definition shall have the meanings given to such terms in the Sales Agreement.
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SEACOR MARINE HOLDINGS INC.
By: |
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Name: |
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Title: |
Date: [●]
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Exhibit 23
Permitted Free Writing Prospectus
None.
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55 Hudson Yards | New York, NY 10001-2163 milbank.com T: 212.530.5000 |
Exhibit 5.1
November 1, 2023
SEACOR Marine Holdings Inc.
12121 Wickchester Lane, Suite 500
Houston, Texas 77079
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-262447 (the “Registration Statement”), filed by SEACOR Marine Holdings Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which Registration Statement became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is offering up to $25,000,000 of shares (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”). The Shares are to be offered and sold, from time to time, by the Company pursuant to a Sales Agreement dated November 1, 2023 (the “Sales Agreement”) between the Company and the agent named therein (the “Agent”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the base prospectus dated February 11, 2022 included in the Registration Statement (the “Base Prospectus”), the prospectus supplement dated November 1, 2023 to be filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”), the Sales Agreement, the Company’s certificate of incorporation and by-laws and the resolutions adopted by the board of directors of the Company (the “Board of Directors”) established by such board relating to the Registration Statement, the Prospectus and the
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issuance of the Shares by the Company. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to or obtained by us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to or obtained by us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company, including the representations and warranties made in the Sales Agreement.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the issuance and sale of the Shares pursuant to the Sales Agreement have been duly authorized by the Company and, when (A) the number of Shares to be offered, issued and sold by the Company from time to time and the respective purchase prices, Agent’s discounts or commissions, and times and dates of offering, issuance and sale, and the offering, issuance and sale thereof, have been duly authorized and approved by duly authorized officers of the Company, all as provided in, and in compliance with the parameters, limitations and other terms set forth in resolutions duly adopted by the Company’s Board of Directors or any duly authorized committees thereof, and agreed upon by the Company, the Agent and the purchasers thereof and (B) such Shares are duly issued and delivered by the Company in accordance with the Sales Agreement against receipt by the Company of the agreed upon purchase price therefor), will be validly issued, fully paid and non-assessable.
In rendering the opinion set forth in the immediately preceding paragraph, we have assumed that the net proceeds received by the Company (after deduction of discounts and commissions) for each Share issued or sold pursuant to the Sales Agreement will equal or exceed the par value thereof and that, at the time of any issuance of Shares pursuant to the Sales Agreement, the number of such Shares will not exceed the number of authorized and unissued shares of Common Stock that have not been reserved for issuance for other purposes.
We note that the Company’s Board of Directors adopted resolutions on November 1, 2023 (the “Resolutions”) authorizing the issuance and sale of up to $25,000,000 shares of Common Stock in one or more “at-the-market” offerings, including the offering of the Shares contemplated by the Sales Agreement (collectively, “Offerings”), and upon the conversion, exercise or settlement of certain securities,
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agreements and rights issued or sold in or in connection with the Offerings. The Resolutions establish a minimum price per share of Common Stock to be received by the Company. Accordingly, and without limitation to the provisions of clauses (A) or (B) of the second preceding paragraph, we have assumed that the Company’s offering, issuance and sale of Shares pursuant to the Sales Agreement will comply with such minimum price per share and the other terms and provisions of the Resolutions (and any other limitations, parameters or other terms or provisions applicable to the offering, issuance or sale of the Shares that may be established by resolutions duly adopted by the Company’s Board of Directors or any committee thereof from time to time).
This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to any other laws, rules or regulations, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Milbank LLP
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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.
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Date: |
November 1, 2023 |
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/s/ John Gellert |
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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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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 (the registrant's fourth fiscal quarter in the case of an annual report) 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.
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Date: |
November 1, 2023 |
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/s/ Jesús Llorca |
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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 September 30, 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.
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Date: |
November 1, 2023 |
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/s/ John Gellert |
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Name: |
John Gellert |
Title: |
President and Chief Executive Officer (Principal Executive Officer) |
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Date: |
November 1, 2023 |
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/s/ Jesús Llorca |
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Name: |
Jesús Llorca |
Title: |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |