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What changed in SEACOR Marine Holdings Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of SEACOR Marine Holdings Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+362 added−379 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-29)

Top changes in SEACOR Marine Holdings Inc.'s 2024 10-K

362 paragraphs added · 379 removed · 289 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

78 edited+12 added−19 removed95 unchanged
Biggest changeOwned Fleet Owned Joint- Ventured (1) Leased - in Managed Total Average Age U.S.- Flag Foreign- Flag 2023 (2) PSV 21 — — — 21 7 5 16 FSV 22 — — 3 25 11 6 16 Liftboats 8 — — — 8 13 6 2 AHTS 3 — 1 — 4 14 — 3 54 — 1 3 58 10 17 37 2022 PSV 21 — — — 21 6 5 16 FSV 22 — 1 2 25 10 5 17 Liftboats 9 — — — 9 12 7 2 AHTS 3 — 2 — 5 13 — 3 55 — 3 2 60 9 17 38 2021 PSV 20 15 — — 35 5 5 15 FSV 23 5 1 1 30 9 5 18 Liftboats (3) 9 — — — 9 11 7 2 AHTS 4 — 2 — 6 13 1 3 Specialty (4) 1 — — — 1 13 — 1 57 20 3 1 81 8 18 39 (1) In the third quarter of 2022, the Company sold its equity interests in each of MexMar and OVH (as each are defined in “Markets” below) and acquired 100% of the equity interest in SEACOR Marlin LLC, resulting in the Company no longer operating any joint-ventured vessels.
Biggest changeOwned Fleet Owned Leased- in Managed Total Average Age U.S.- Flag Foreign- Flag 2024 (1) PSV 21 — — 21 8 5 16 FSV 22 — 1 23 12 5 17 Liftboats 8 — — 8 14 6 2 AHTS — — 2 2 — — — 51 — 3 54 10 16 35 2023 PSV 21 — — 21 7 5 16 FSV 22 — 3 25 11 6 16 Liftboats 8 — — 8 13 6 2 AHTS 3 1 — 4 14 — 3 54 1 3 58 10 17 37 2022 PSV 21 — — 21 6 5 16 FSV 22 1 2 25 10 5 17 Liftboats 9 — — 9 12 7 2 AHTS 3 2 — 5 13 — 3 55 3 2 60 9 17 38 (1) As of December 31, 2024, 47 of the Company’s owned vessels were outfitted with dynamic positioning (“DP”) systems.
Markets The Company operates its fleet in four principal geographic regions: the United States (“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.
Markets The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily Gulf of America; 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.
Subject to limited exceptions, the Jones Act requires that vessels engaged in U.S. coastwise trade be built in the U.S., registered under the U.S.-flag, manned by predominantly U.S. crews, and be owned, operated and controlled by U.S. citizens.
Subject to limited exceptions, the Jones Act requires that vessels engaged in U.S. coastwise trade be built in the U.S., be registered under the U.S.-flag, be manned by predominantly U.S. crews, and be owned, operated and controlled by U.S. citizens.
Damages are defined broadly to include: (i) injury to natural resources and the costs of remediation thereof; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) net loss by various governmental bodies of taxes, royalties, rents, fees or profits; (iv) lost profits or impairment of earning capacity due to property or natural resources damage; (v) net costs of providing increased or additional public services necessitated by a spill response, such as protection from fire or other hazards or taking additional safety precautions; and (vi) loss of subsistence use of available natural resources.
Damages are defined broadly to include: (i) injury to natural resources and the costs of remediation thereof; (ii) injury to, or economic losses resulting from, the destruction of real and personal property; (iii) net loss by various governmental bodies of taxes, royalties, rents, fees or profits; (iv) lost profits or impairment of earning capacity due to property or natural resources damage; (v) net costs of providing increased or additional public services necessitated by a spill response, such as protection from fire or other hazards or taking additional safety precautions; and (vi) loss of use of available natural resources.
The Company believes it is premature to predict what additional costs it may incur to comply with any such new regulations and performance standards. Many countries have ratified and apply the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “1969 Convention”).
The Company believes it is premature to predict what additional costs it may incur to comply with any such new regulations and performance standards. 8 Many countries have ratified and apply the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “1969 Convention”).
The Company installs BWTS on its vessels as required by the USCG/EPA and BWM Convention. 9 The Endangered Species Act, related regulations and comparable state laws protect species threatened with possible extinction. Protection may include restrictions on the speed of vessels in certain ocean waters and may require the Company to change the routes of vessels during particular periods.
The Company installs BWTS on its vessels as required by the USCG/EPA and BWM Convention. The Endangered Species Act, related regulations and comparable state laws protect species threatened with possible extinction. Protection may include restrictions on the speed of vessels in certain ocean waters and may require the Company to change the routes of vessels during particular periods.
Together with the Board of Directors, the Sustainability Council helps establish sustainability goals and integrate them into strategic and tactical business activities across the Company to contribute to risk management and long-term value for all stakeholders. 11 The Company periodically publishes a Sustainability Report, offering in-depth insights into the Company’s sustainability efforts and ESG practices.
Together with the Board of Directors, the Sustainability Council helps establish sustainability goals and integrate them into strategic and tactical business activities across the Company to contribute to risk management and long-term value for all stakeholders. The Company periodically publishes a Sustainability Report, offering in-depth insights into the Company’s sustainability efforts and ESG practices.
The CWA also imposes liability for removal and cleanup costs. 8 The CWA also established the National Pollutant Discharge Elimination System (“NPDES”) permitting program, which governs discharges of pollutants into navigable waters of the U.S. Pursuant to the NPDES permitting program, the EPA has issued Vessel General Permits covering discharges incidental to normal vessel operations.
The CWA also imposes liability for removal and cleanup costs. The CWA also established the National Pollutant Discharge Elimination System (“NPDES”) permitting program, which governs discharges of pollutants into navigable waters of the U.S. Pursuant to the NPDES permitting program, the EPA has issued Vessel General Permits covering discharges incidental to normal vessel operations.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. Equipment and Services The following tables identify the types of vessels that comprise the Company’s fleet as of December 31 for the indicated years. “Owned” are majority owned and controlled by the Company.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. 1 Equipment and Services The following tables identify the types of vessels that comprise the Company’s fleet as of December 31 for the indicated years. “Owned” are majority owned and controlled by the Company.
Domestically registered vessels are subject to the jurisdiction of the U.S. Coast Guard (“USCG”), the U.S. Customs and Border Protection (“CBP”), the U.S. Environmental Protection Agency (“EPA”) and the U.S. Maritime Administration (“MARAD”), as well as in certain instances applicable state and local laws. The Company’s operations may be, from time to time, regulated by the U.S.
U.S. registered vessels are subject to the jurisdiction of the U.S. Coast Guard (“USCG”), the U.S. Customs and Border Protection (“CBP”), the U.S. Environmental Protection Agency (“EPA”) and the U.S. Maritime Administration (“MARAD”), as well as in certain instances applicable state and local laws. The Company’s operations may be, from time to time, regulated by the U.S.
Over the past three years, the Company has worked diligently to right size through vessel sales and exiting from joint ventures, and configure its fleet to meet the demands of its markets, including by focusing on environmental stewardship through the reconfiguration of vessels to utilize hybrid battery power systems.
Over the past three years, the Company has worked diligently to right size through vessel sales and exiting from joint ventures, and further configure its fleet to meet the demands of its markets, including by focusing on environmental stewardship through the reconfiguration of vessels to utilize hybrid battery power systems.
The Company’s vessels in this market consist primarily of a fleet of FSVs, PSVs and liftboats that support oil and natural gas exploration and production activities, seasonal construction, decommissioning and diving support operations, as well as the construction and maintenance of offshore wind farms in the Northeast of the U.S. Africa and Europe, continuing operations.
The Company’s vessels in this market consist primarily of a fleet of FSVs, PSVs and liftboats that support oil and natural gas exploration and production activities, seasonal construction, decommissioning and diving support operations, as well as the construction and maintenance of offshore wind farms in the Northeast of the U.S. Africa and Europe.
In addition to the above description of U.S. and E.U. laws and international conventions, the Company’s foreign operations are subject from time to time to similar laws of other countries. Security The USCG, the IMO, states and local ports continue to adopt heightened security procedures related to ports and vessels. To implement certain portions of the U.S.
In addition to the above description of U.S. and E.U. laws and international conventions, the Company’s foreign operations are subject from time to time to similar laws of other countries. 10 Security The USCG, the IMO, states and local ports continue to adopt heightened security procedures related to ports and vessels. To implement certain portions of the U.S.
The Sustainability Council is an internal committee led by SEACOR Marine’s Chief Executive Officer with membership made up of senior executives, operational heads, and safety and health, compliance, and human resources professionals. The Sustainability Council that reports to the Nominating and Corporate Governance Committee of the Board of Directors.
The Sustainability Council is an internal committee led by SEACOR Marine’s Chief Executive Officer with membership made up of senior executives, operational heads, and safety and health, compliance, and human resources professionals. The Sustainability Council reports to the Nominating and Corporate Governance Committee of the Board of Directors.
For example, the USCG authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from utilizing U.S. ports. 7 Regulatory Compliance OPA 90 establishes a regulatory and liability regime for the protection of the environment from oil spills.
For example, the USCG authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from utilizing U.S. ports. Regulatory Compliance OPA 90 establishes a regulatory and liability regime for the protection of the environment from oil spills.
The Company believes that its success is driven by its employees, and its human capital strategy focuses on the following key areas: Health and Safety: The health and safety of the Company’s employees is its highest priority.
The Company believes that its success is driven by its employees, and its human capital strategy focuses on the following key areas: 11 Health and Safety: The health and safety of the Company’s employees is its highest priority.
The Sustainability Council works collaboratively with SEACOR Marine’s human resources department to continually enhance and promote its training programs to attract new talent as well as develop and retain talent within the organization. Employee Benefits : The Company believes in the importance of offering its employees competitive salaries and wages, together with comprehensive insurance options.
The Sustainability Council works collaboratively with SEACOR Marine’s human resources department to continually enhance and promote its training programs to attract new talent as well as develop and retain talent within the organization. Employee Benefits : The Company believes in the importance of offering its employees competitive salaries and wages, together with comprehensive benefit options.
FSVs built within the last ten years are sometimes equipped with DP-2 systems, firefighting equipment, hospitals, walk to work and ride control systems for greater comfort and performance. As of December 31, 2023, 20 of the 22 owned FSVs were equipped with DP-2 and two were equipped with DP-3.
FSVs built within the last ten years are sometimes equipped with DP-2 systems, firefighting equipment, hospitals and walk to work and ride control systems for greater comfort and performance. As of December 31, 2024, 20 of the 22 owned FSVs were equipped with DP-2 and two were equipped with DP-3.
The Company’s fleet is being impacted by changes to MARPOL and the International Code for the Construction and Equipment of Ships carrying Dangerous Chemicals in Bulk (“IBC Code”) which sets out the international standards for the safe carriage, in bulk by sea, of dangerous chemicals and noxious liquid substances (“NLS”).
The Company’s fleet is being impacted by changes to MARPOL and the International Code for the Construction and Equipment of Ships carrying Dangerous Chemicals in Bulk, which sets out international standards for the safe carriage, in bulk by sea, of dangerous chemicals and noxious liquid substances (“NLS”).
Industry Hazards and Insurance Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of operating revenues, contamination of cargo, pollution and other environmental damages and increased costs.
Industry Hazards and Insurance Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of business, contamination of cargo, pollution and other environmental damages and increased costs.
We have also been exploring additional means to cut down on fuel consumption of FSVs, such as through the installation of whole hull ultrasonic antifouling systems. This antifouling technology is currently on 17 of our FSVs.
We have also been exploring additional means to cut down on fuel consumption of FSVs, such as through the installation of whole hull ultrasonic antifouling systems. This antifouling technology is currently on 18 of our FSVs.
Liability per vessel under CERCLA is limited to the greater of $300 per gross ton or $5.0 million, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited. Under the USCG regulations, owners and operators of non-tank vessels are required to prepare response plans.
Liability per vessel under CERCLA is limited to the greater of $300 per gross ton or $5,000,000, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited. Under the USCG regulations, owners and operators of non-tank vessels are required to prepare response plans.
The IMO’s Marine Environment Protection Committee adopted a revised strategy to reduce greenhouse gas emissions and has set a target to reach net-zero GHG emissions from shipping by or around 2050. For operation within the European Union (“E.U.”), the Company’s vessels need to meet the E.U. Ship Recycling Regulation (“E.U.
The IMO’s Marine Environment Protection Committee adopted a revised strategy to reduce greenhouse gas emissions and has set a target to reach net-zero GHG emissions from shipping by or around 2050. For operation within the European Union (“E.U.”), the Company’s vessels need to meet the E.U.
In addition, SEACOR Marine’s Third Amended and Restated By-Laws limit the number of non-U.S. citizens that may serve as directors and restrict any non-U.S. citizen from, among other things, holding certain specified senior officer positions.
In addition, SEACOR Marine’s By-Laws limit the number of non-U.S. citizens that may serve as directors and restrict any non-U.S. citizen from, among other things, holding certain specified senior officer positions.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with applicable local law. A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with comparable applicable local laws. A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S.
As of December 31, 2023, ten vessels were located in this region, all of which were owned. These vessels consist of a fleet of FSVs and PSVs that provide support for exploration and production activities primarily in Mexico, Guyana and Trinidad and Tobago. From time to time, the Company’s vessels also work in Brazil and Colombia.
As of December 31, 2024, nine vessels were located in this region, all of which were owned. These vessels consist primarily of a fleet of FSVs and PSVs that provide support for exploration and production activities primarily in Mexico, Guyana and Trinidad and Tobago. From time to time, the Company’s vessels also work in Brazil and Colombia.
As of December 31, 2023, three of the eight owned liftboats were equipped with DP-2, one with DP-1 and the remaining liftboats were not equipped with DP.
As of December 31, 2024, three of the eight owned liftboats were equipped with DP-2, one with DP-1 and the remaining liftboats were not equipped with DP.
As of December 31, 2023, the Company employed 1,256 individuals directly and indirectly (through crewing or manning agreements), none of whom are members of a union under the terms of an ongoing agreement. Management considers relations with its employees to be good.
As of December 31, 2024, the Company employed 1,239 individuals directly and indirectly (through crewing or manning agreements), none of whom are members of a union under the terms of an ongoing agreement. Management considers relations with its employees to be good.
As of December 31, 2023, 33% of SEACOR Marine’s onshore workforce was female, while only a small fraction of its at sea workforce were female seafarers. SEACOR Marine is committed to continuing to recruit and employ qualified candidates regardless of their gender or cultural background or identity.
As of December 31, 2024, 34% of SEACOR Marine’s onshore workforce was female, while only a small fraction of its at sea workforce were female seafarers. SEACOR Marine is committed to continuing to recruit and employ qualified candidates regardless of their gender or cultural background or identity.
In addition, the Company’s fleet reconfiguration has enabled it to meet its goals of focusing on the highest margin vessels and deployments. The Company believes its smaller fleet, together with a simplified capital structure, will allow it to react more quickly and dynamically to a variety of investment opportunities in its industry. 2023 2022 2021 United States, primarily U.S.
In addition, the Company’s fleet reconfiguration has enabled it to meet its goals of focusing on the highest margin vessels and deployments. The Company believes its smaller fleet, together with a simplified capital structure, will allow it to react more quickly and dynamically to opportunities and challenges in its industry. 2024 2023 2022 United States, primarily U.S.
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.
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 and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair.
The IMO has announced its intention to develop limits on greenhouse gases from international shipping and is working on proposed mandatory technical and operational measures to achieve these limits. The first step toward this goal occurred in October 2016, when the IMO adopted a system for collecting data on ships’ fuel-oil consumption, which will be mandatory and apply globally.
The IMO has announced its intention to develop limits on greenhouse gases from international shipping and is working on proposed mandatory technical and operational measures to achieve these limits. The first step toward this goal occurred in October 2016, when the IMO adopted a system for collecting global data on ships’ fuel-oil consumption.
The Company’s corporate governance documents, including SEACOR Marine’s board of directors’ (“Board of Directors”) Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters as well as the Company’s Corporate Governance Guidelines and Code of Ethics are available, free of charge, on SEACOR Marine’s website or in print for stockholders who request a copy.
The Company’s corporate governance documents, including SEACOR Marine’s board of directors’ (“Board of Directors”) Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters as well as the Company’s Corporate Governance Guidelines, Code of Ethics and Insider Trading and Tipping Procedures and Guidelines (“Insider Trading Policy”) are available, free of charge, on SEACOR Marine’s website or in print for stockholders who request a copy.
Violation of the Jones Act could prohibit operation of vessels in the U.S. coastwise trade during the period of such non-compliance, result in material fines and subject Company vessels to seizure and forfeiture. 6 SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws include various provisions designed to facilitate compliance with the Jones Act, including provisions that: (i) limit the aggregate percentage ownership by non-U.S. citizens of any class of SEACOR Marine’s capital stock (including Common Stock) to 22.5% of the outstanding shares of each such class to ensure that ownership by non-U.S. citizens will not exceed the maximum percentage permitted by applicable maritime law (presently 25%) but authorize the Board of Directors, under certain circumstances, to increase the foregoing percentage to 24%; (ii) permit the use of a dual stock certification system to help determine such ownership; (iii) provide that any issuance or transfer of shares in excess of such permitted percentage shall be ineffective as against SEACOR Marine and prohibit SEACOR Marine and its transfer agent from registering such purported issuance or transfer of shares or be required to recognize the purported transferee or owner as a stockholder of SEACOR Marine for any purpose whatsoever except to exercise its remedies; (iv) provide that the purported transferee of any such excess shares shall not have any voting or dividend rights; (v) permit SEACOR Marine to redeem any such excess shares; and (vi) permit the Board of Directors to make such reasonable determinations as may be necessary to ascertain such ownership and implement such limitations.
SEACOR Marine’s Third Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and Third Amended and Restated By-Laws (“By-Laws”) include various provisions designed to facilitate compliance with the Jones Act, including provisions that: (i) limit the aggregate percentage ownership by non-U.S. citizens of any class of SEACOR Marine’s capital stock (including Common Stock) to 22.5% of the outstanding shares of each such class to ensure that ownership by non-U.S. citizens will not exceed the maximum percentage permitted by applicable maritime law (presently 25%) but authorize the Board of Directors, under certain circumstances, to increase the foregoing percentage to 24%; (ii) permit the use of a dual stock certification system to help determine such ownership; (iii) provide that any issuance or transfer of shares in excess of such permitted percentage shall be ineffective as against SEACOR Marine and prohibit SEACOR Marine and its transfer agent from registering such purported issuance or transfer of shares or be required to recognize the purported transferee or owner as a stockholder of SEACOR Marine for any purpose whatsoever except to exercise its remedies; (iv) provide that the purported transferee of any such excess shares shall not have any voting or dividend rights; (v) permit SEACOR Marine to redeem any such excess shares; and (vi) permit the Board of Directors to make such reasonable determinations as may be necessary to ascertain such ownership and implement such limitations.
However, U.S.-flag vessels that are engaged in international trade must comply with all of the security measures required by MTSA, as well as SOLAS and the ISPS Code. In response to these security programs, the Company has implemented red flag security plans and other procedures designed to address applicable security standards.
However, U.S.-flag vessels that are engaged in international trade must comply with all of the security measures required by MTSA, as well as SOLAS and the ISPS Code. In response to these security programs, the Company has implemented flag state approved security plans, high-risk waters annexes and other procedures designed to address applicable security standards.
The Company is proud of its diverse workforce and cross-cultural competences and, as of December 31, 2023, employed individuals from over 38 countries. The Company further recognizes that the maritime industry has traditionally been male dominated, and as a result, the Company is seeking to increase the representation of females by developing practical and innovative strategies.
The Company is proud of its diverse workforce and cross-cultural competencies and, as of December 31, 2024, employed individuals from 39 countries. The Company further recognizes that the maritime industry has traditionally been male dominated, and as a result, the Company is seeking to increase the representation of females by developing practical and innovative strategies.
Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows or prospects. See the risk factors regarding international operations in “Item 1A. Risk Factors” of this Annual Report on Form 10-K.
Foreign operations are subject to inherent risks, which, if they materialize, could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows or prospects. See the risk factors regarding international operations in “Item 1A.
The Company has filed a Notice of Intent to be covered by the 2013 VGP for each of its ships that operate in U.S. waters. On December 4, 2018, the U.S. Congress enacted the Vessel Incidental Discharge Act (“VIDA”), establishing a new framework for the regulation of discharges incidental to the normal operations of vessels.
The Company has filed a Notice of Intent to be covered by the 2013 VGP for each of its ships that operate in U.S. waters. In 2018, the Vessel Incidental Discharge Act (“VIDA”), established a new framework for the regulation of discharges incidental to the normal operations of vessels.
In fiscal year 2023, the Company worked over 5.9 million man-hours across its global businesses, and recorded zero pollution incidents, zero medical incidents, three lost time incidents and a total recordable incident rate of 0.100.
In fiscal year 2024, the Company worked over 5.9 million man-hours across its global businesses, and recorded zero pollution incidents, one medical incident, zero lost time incidents and a total recordable incident rate of 0.034.
As of December 31, 2023, 16 vessels were located in this region, including 15 owned and one managed. The Company’s vessels in this area generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates, Qatar and Egypt. 4 Latin America.
As of December 31, 2024, 15 vessels were located in this region, including 13 owned and two managed. The Company’s vessels in this area generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates, Qatar and Egypt. Latin America.
The Sustainability Council collaborates and drives initiatives on all matters related to sustainability, including, but not limited to environmental protection, clean energy technology, social responsibility, employee, lender, contractor and community engagement, health and safety, and community empowerment.
The members of the Sustainability Council collaborate and drive initiatives on all matters related to sustainability, including, but not limited to environmental protection, clean energy technology, social responsibility, employee, lender, contractor and community engagement, health and safety, and community empowerment.
At the 2023 COP28 United Nations climate summit in Dubai, the U.S. and nearly 200 other countries agreed to transition away from using fossil fuels in energy systems. None of these U.N. accords specifically mention shipping.
At the 2023 COP28 United Nations climate summit in Dubai, the U.S. and nearly 200 other countries agreed to transition away from using fossil fuels in energy systems. None of these U.N. accords specifically mention shipping. On January 20, 2025, the United States withdrew from the Paris Agreement.
Government Regulation The Company’s ownership, operation, construction and staffing of vessels is subject to significant regulation under various international, federal, state and local laws, regulations and conventions, including international conventions and ship registry laws of the nations under which the Company’s vessels are flagged, especially with respect to foreign ownership, health, safety, environmental protection and vessel and port security.
Risk Factors” of this Annual Report on Form 10-K. 5 Government Regulation The Company’s ownership, operation, construction and staffing of vessels is subject to significant regulation under various international, federal, state and local laws, regulations and conventions, including international conventions and ship registry laws of the nations under which the Company’s vessels are flagged, especially with respect to foreign ownership, health, safety, environmental protection and vessel and port security.
The most important competitive factors are pricing, availability and specifications of equipment to fit customer requirements. Other important factors include service, reputation, flag preference, local marine operating and regulatory conditions, the ability to provide and maintain logistical support given the complexity of a project, and the cost of moving equipment from one geographic region to another.
Other important factors include service, reputation, flag preference, local marine operating and regulatory conditions, the ability to provide and maintain logistical support given the complexity of a project, and the cost of moving equipment from one geographic region to another.
Gulf of Mexico: PSV 2 3 3 FSV 5 5 4 Liftboats 6 7 6 AHTS — 1 2 13 16 15 Africa and Europe, continuing operations: PSV 6 6 3 FSV 10 10 10 AHTS 3 3 3 19 19 16 Middle East and Asia: PSV 5 5 7 FSV 8 8 9 Liftboats 2 2 2 AHTS 1 1 1 Specialty — — 1 16 16 20 Latin America: PSV 8 7 22 FSV 2 2 7 Liftboats — — 1 10 9 30 Total Foreign Fleet 45 44 66 Total Fleet 58 60 81 United States, primarily U.S.
Gulf of America: PSV 2 2 3 FSV 3 5 5 Liftboats 5 6 7 AHTS — — 1 10 13 16 Africa and Europe: PSV 8 6 6 FSV 11 10 10 AHTS 1 3 3 20 19 19 Middle East and Asia: PSV 5 5 5 FSV 7 8 8 Liftboats 2 2 2 AHTS 1 1 1 15 16 16 Latin America: PSV 6 8 7 FSV 2 2 2 Liftboats 1 — — 9 10 9 Total Foreign Fleet 44 45 44 Total Fleet 54 58 60 United States, primarily U.S.
As of December 31, 2023, 19 vessels were located in this region, including 18 owned and one leased-in. The Company’s vessels in this market generally support projects for major oil companies primarily in Angola, Senegal, Namibia, Nigeria and the North Sea.
As of December 31, 2024, 20 vessels were located in this region, including 19 owned and one managed. The Company’s vessels in this market generally support projects for major oil companies primarily in Angola, Senegal, Namibia, Nigeria and the North Sea. Middle East and Asia.
The ISM Code also requires a Document of Compliance to be obtained for the vessel manager and a Safety Management Certificate to be obtained for each vessel subject to the ISM Code that it operates or manages. The Company believes that it has complied with these requirements in all material respects.
The ISM Code also requires shipping companies to obtain certain safety certifications for each vessel subject to the ISM Code that it operates or manages, and for the manager of each such vessel. The Company believes that it has complied with these requirements in all material respects.
Any future adoption of climate control treaties, legislation or other regulatory measures by the United Nations, IMO, the E.U., U.S. or other countries where the Company operates that restrict emissions of greenhouse gases could result in financial and operational impacts on the Company’s business (including potential capital expenditures to reduce such emissions). 10 The Company manages exposure to losses from the above-described treaties, laws and regulations through its development of appropriate risk management programs, including compliance programs, safety management systems and insurance programs.
Any future adoption of climate control treaties, legislation or other regulatory measures by the United Nations, IMO, the E.U., U.S. or other countries where the Company operates that restrict emissions of greenhouse gases could result in financial and operational impacts on the Company’s business (including potential capital expenditures to reduce such emissions).
To improve fuel efficiency, reduce carbon and other emissions, and provide greater redundancy, PSVs are sometimes equipped with hybrid battery power systems. As of December 31, 2023, six of the 21 owned PSVs were equipped with hybrid battery power systems.
To improve fuel efficiency, reduce carbon and other emissions, and provide greater redundancy, PSVs are sometimes equipped with hybrid battery power systems. As of December 31, 2024, seven of the 21 owned PSVs were equipped with hybrid battery power systems. The Company has also committed to additional hybrid battery power systems to be installed on four other PSVs.
Specialty vessels include anchor handling tugs, accommodation, line handling and other vessels. These vessels generally have specialized features adapting them to specific applications including offshore maintenance and construction services, freight hauling services and accommodation services. The Company has not had any specialty vessels in its active fleet since the second quarter of 2022.
These vessels generally have specialized features adapting them to specific applications including offshore maintenance and construction services, freight hauling services and accommodation services. The Company has not had any specialty vessels in its active fleet since the second quarter of 2022. For information on revenue and Direct Vessel Profit by region see “Item 7.
“Joint-Ventured” are owned or operated by entities in which the Company does not have a controlling interest. “Leased-in” may either be vessels contracted from leasing companies to which the Company may have sold and leased back such vessels or vessels chartered-in from other third party owners.
“Leased-in” may either be vessels contracted from leasing companies to which the Company may have sold and leased back such vessels or vessels chartered-in from other third party owners. “Managed” are owned by entities not affiliated with the Company but operated by the Company for a fee. A description of vessel classes follows this table.
The Company does not expect that it will be required to make capital expenditures in the near future to comply with applicable laws and regulations that would have a material adverse effect on its financial position, results of operations, cash flows or prospects.
The following summary is intended to highlight key regulations applicable to the Company’s operations and vessels and is not intended to be comprehensive. The Company does not expect that its near-term capital outlays required to comply with applicable laws and regulations will have a material adverse effect on its competitive position, financial position, results of operations, cash flows or prospects.
However, some of our oil and natural gas customers are increasing their capital expenditures in response to higher post-pandemic demand for energy and are increasing their focus on reliable and secure energy sources while maintaining capital discipline.
However, some of our oil and natural gas customers are increasing their capital expenditures in response to higher post-pandemic demand for energy and are increasing their focus on reliable and secure energy sources while maintaining capital discipline. Additionally, offshore wind farm development, particularly in the Northeast of the U.S., has provided opportunities for the Company to work with new customers.
VIDA extends the 2013 VGP’s provisions, leaving them in effect until new regulations are final and enforceable. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the 2013 VGP, including submission of annual reports.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the 2013 VGP, including submission of annual reports.
The Maritime Labour Convention, 2006 (the “MLC”) establishes comprehensive minimum requirements for working conditions of seafarers including, among other things, conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare, and social security protection.
For more information, see SEACOR Marine’s Certificate of Incorporation and By-Laws, which are filed as exhibits to this Annual Report on Form 10-K. 6 The Maritime Labour Convention, 2006 (the “MLC”) establishes comprehensive minimum requirements for working conditions of seafarers including, among other things, conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare, and social security protection.
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, contracts 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.
In the Company’s operating areas, contracts 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.
The Company’s operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject in the U.S. to the requirements of the Resource Conservation and Recovery Act (“RCRA”) or comparable state, local or foreign requirements.
Further, marine diesel engines on vessels constructed on or after January 1, 2016 that are operated in an ECA must meet the stringent NOx standards described above. 9 The Company’s operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject in the U.S. to the requirements of the Resource Conservation and Recovery Act (“RCRA”) or comparable state, local or foreign requirements.
Under OPA 90, owners and operators of regulated facilities and owners and operators or bareboat charterers of vessels are “responsible parties” and may be jointly, severally and strictly liable for removal costs and damages arising from facility and vessel oil spills or threatened spills up to certain limits of liability as discussed below.
For purposes of its liability limits and financial responsibility and response planning requirements, OPA 90 differentiates between tank vessels (such as chemical and petroleum product vessels and liquid tank barges) and “other vessels” (such as the Company’s offshore support vessels). 7 Under OPA 90, owners and operators of regulated facilities and owners and operators or bareboat charterers of vessels are “responsible parties” and may be jointly, severally and strictly liable for removal costs and damages arising from actual or threatened oil spills up to certain limits of liability as discussed below.
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.
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 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.
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 America, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
However, because such laws and regulations frequently change and may impose increasingly strict requirements, the Company cannot predict the ultimate cost of complying with these laws and regulations. Regulatory Matters Most of the vessels operated by the Company are registered in foreign jurisdictions, with the remainder registered in the U.S.
However, because such laws and regulations frequently change and may impose increasingly strict requirements, the Company cannot predict the ultimate cost of complying with these laws and regulations. See “Item 1A.
MARPOL also addresses air emissions, including emissions of sulfur and nitrous oxide (“NOx”), from vessels, including a requirement to use low sulfur fuels worldwide in both auxiliary and main propulsion diesel engines on vessels.
MARPOL also addresses air emissions, including emissions of sulfur and nitrous oxide (“NOx”), from vessels, including a worldwide requirement that became effective on January 1, 2020 to use fuels with a sulfur content no greater than 0.5% in diesel engines on vessels.
The Company’s ten largest customers accounted for approximately 73% of the consolidated revenues from continuing operations in 2023. The loss of one or more of these customers could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
The loss of one or more of these customers could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company earns revenue primarily from the time charter and bareboat charter of vessels to customers.
MARPOL also imposes NOx emissions standards on installed marine diesel engines of over 130 kW output power other than those used solely for emergency purposes irrespective of the tonnage of the vessel into which such an engine is installed.
MARPOL also imposes NOx emissions standards on installed marine diesel engines of over 130 kW output power other than those used solely for emergency purposes. The actual NOx limit is determined by a variety of factors, including the vessel’s construction date, rated engine speed, and operating area.
Additionally, employees may purchase supplemental life, dependent life, and additional long-term disability insurance. Other valuable benefits provided by the Company include life and travel assistance programs, will preparation and a 401(k) plan. 12
Other valuable benefits that may be provided by the Company include life and travel assistance programs, will preparation and retirement savings plans, such as a 401(k) plan for U.S. employees. 12
The actual NOx limit is determined by a variety of factors, including the vessel’s construction date, rated engine speed, and operating area. More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”). There are currently four ECAs worldwide: the Baltic Sea ECA, North Sea ECA, North American ECA, and U.S. Caribbean ECA.
More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”). There are currently four ECAs worldwide: the Baltic Sea ECA, North Sea ECA, North American ECA, and U.S. Caribbean ECA. A fifth ECA in the Mediterranean Sea will take effect on May 1, 2025.
The Company recognizes the importance of comprehensive benefits, including medical, prescription drug, vision, dental, life, disability and flexible spending, employees and their family members are provided with tools and resources to assist in adopting and maintaining a healthy lifestyle. The Company pays the cost of basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability for its employees.
Benefit options include medical, prescription drug, vision, dental, life, and disability insurance, and flexible spending accounts. Employees and their family members are also provided with access to tools and resources to assist in adopting and maintaining a healthy lifestyle.
Risk Factors – The Company is subject to hazards inherent in the operation of offshore support and related vessels and has experienced accidents that have resulted in the loss of life, disrupted operations and caused reputational harm.” Emplo yees and Human Capital Management The Company’s sustainability council (the “Sustainability Council”), established on September 17, 2020, is mandated to oversee the Company’s enhanced environmental, social and governance (“ESG”) program.
Risk Factors – The Company is subject to hazards inherent in the operation of offshore support and related vessels and has experienced accidents that have resulted in the loss of life, disrupted operations and caused reputational harm”.
As of January 1, 2015, vessels operating in an ECA must burn fuel with a sulfur content no greater than 0.1%. Further, marine diesel engines on vessels constructed on or after January 1, 2016 that are operated in an ECA must meet the stringent NOx standards described above.
As of January 1, 2015, vessels operating in an ECA must burn fuel with a sulfur content no greater than 0.1%.
The Company has numerous competitors in each of the geographic regions in which it operates, ranging from international companies that operate in many regions to smaller local companies that typically concentrate their activities in one specific country or region. 5 Risks of Foreign Operations For the years ended December 31, 2023, 2022, and 2021, 79%, 72%, and 88%, respectively, of the Company’s operating revenues from continuing operations and $3.6 million, $7.0 million and $15.4 million, respectively, of the Company’s equity in earnings from 50% or less owned companies, net of tax, were derived from its foreign operations.
Risks of Foreign Operations For the years ended December 31, 2024, 2023, and 2022, 87%, 79%, and 72%, respectively, of the Company’s operating revenues and $2.3 million, $3.6 million and $7.0 million, respectively, of the Company’s equity in earnings from 50% or less owned companies, net of tax, were derived from its foreign operations.
During the year ended December 31, 2023, three customers, ExxonMobil Corporation (“ExxonMobil”), SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”), a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Arabian Oil Company (“Saudi Aramco”), and Azule Energy Angola S.p.A.
(“Azule”), a joint venture between BP p.l.c. and Eni S.p.A., and SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”), a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Arabian Oil Company (“Saudi Aramco”), were each responsible for over 10% of the Company’s consolidated operating revenues operations.
The Company has also committed to additional hybrid battery power systems to be installed on five PSVs in 2024 and 2025. Additional factors in the commercial marketability of PSVs are operating draft because certain markets are limited in the size of vessel that can work safely, local flag preference, cabotage requirements and regulations.
Additional factors in the commercial marketability of PSVs are operating draft because certain markets are limited in the size of vessel that can work safely, local flag preference, cabotage requirements and regulations. To improve station keeping ability, many modern PSVs have DP systems capabilities. As of December 31, 2024, all 21 of the owned PSVs were equipped with DP-2.
SRR”) that requires survey and record of Inventory of Hazardous Materials (“IHM”).
Ship Recycling Regulation that requires shipping companies to survey and record their inventory of hazardous materials.
As of December 31, 2023, all 21 of the owned PSVs were equipped with DP-2. 2 Fast support vessels (“FSVs”) are aluminum hull vessels used primarily to move cargo and personnel to and from offshore drilling rigs, platforms and other installations at greater speeds than traditional steel hull support vessels.
In addition to its existing fleet of PSVs, as of December 31, 2024, the Company has a construction project in progress for two foreign flag DP-2 PSVs at Fujian Mawei Shipbuilding Ltd. in the People’s Republic of China, with expected delivery in the fourth quarter of 2026 and the first quarter of 2027, respectively. 2 Fast support vessels (“FSVs”) are aluminum hull vessels used primarily to move cargo and personnel to and from offshore drilling rigs, platforms and other installations at greater speeds than traditional steel hull support vessels.
As a result, the Company no longer operates 19 of the joint-ventured vessels owned by MexMar and OVH, and acquired one previously joint-ventured vessel owned by SEACOR Marlin LLC. Seasonality The demand for the Company’s fleet can fluctuate with weather conditions because maintenance, construction and decommissioning activities are planned during times of the year with more favorable weather conditions.
As a result, the Company no longer operates 19 of the joint-ventured vessels owned by MexMar and OVH, and acquired one previously joint-ventured vessel owned by SEACOR Marlin LLC. For information on cold stacked vessels, see “Item 7.
Gulf of Mexico. As of December 31, 2023, 13 vessels were located in this region, including 11 owned and two managed.
Gulf of America. As of December 31, 2024, 10 vessels were located in this region, all of which were owned.
(2) As of December 31, 2023, 51 of the Company’s owned and leased-in vessels were outfitted with dynamic positioning (“DP”) systems. DP systems enable vessels to maintain a fixed position in close proximity to a rig or platform.
DP systems enable vessels to maintain a fixed position in close proximity to a rig or platform.
Unless the context indicates otherwise, the results for all periods presented exclude the CTV operations of the Windcat Workboats CTV Business which are classified as CTV - Discontinued Operations. 1 For a discussion of risk and economic factors that may impact the Company’s financial position and its results of operations, see “Item 1A. Risk Factors” and “Item 7.
Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists. For a discussion of risk and economic factors that may impact the Company’s business, financial position, results of operations, cash flows and prospects, see “Item 1A. Risk Factors” and “Item 7.
Removed
Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.
Added
As of December 31, 2024, the Company does not have any owned or leased-in AHTS in its active fleet but manages two sold AHTS on behalf of the new owners. Specialty vessels include anchor handling tugs, accommodation, line handling and other vessels.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs part of the foregoing trust transfer provisions, the trustee will be deemed to have offered the excess shares in the trust to the Company at a price per share equal to the lesser of (i) the market price on the date SEACOR Marine accepts the offer and (ii) the price per share in the purported transfer or original issuance of shares, as described in the preceding paragraph, or the market price per share on the date of the status change or share repurchase or redemption, that resulted in the transfer to the trust. 29 As a result of the above trust transfer provisions, a proposed transferee that is a non-U.S. citizen, or a record or beneficial owner whose citizenship status change results in excess shares, or whose shares become excess shares as a result of a repurchase or redemption by SEACOR Marine of its capital stock may not receive any return on its investment in shares it purportedly purchases or owns, as the case may be, and it may sustain a loss.
Biggest changeAs a result of the above trust transfer provisions, a proposed transferee that is a non-U.S. citizen, or a record or beneficial owner whose citizenship status change results in excess shares, or whose shares become excess shares as a result of a repurchase or redemption by SEACOR Marine of its capital stock may not receive any return on its investment in shares it purportedly purchases or owns, as the case may be, and it may sustain a loss.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond the Company’s control, including: • the worldwide economic environment, trends in international trade or other economic trends, including recessions and the level of activity in energy-consuming markets; • prevailing oil and natural gas prices and expectations about future prices and price volatility; 15 • assessments of offshore drilling prospects compared with land-based opportunities; • the cost of exploring for, producing and delivering oil and natural gas offshore and the relative cost of, and success in, doing so on land, including fracking and other technologies that make it more economical to produce oil from non-traditional sources; • consolidation of oil and natural gas and oil service companies operating offshore; • worldwide supply and demand for energy, petroleum products and chemical products; • availability and rate of discovery of new oil and natural gas reserves in offshore areas; • federal, state, local and international political and economic conditions, and policies including cabotage and local content laws; • technological advancements affecting exploration, development, energy production and consumption; • the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing; • the level of oil and natural gas production by non-OPEC countries; • international sanctions on oil producing countries including certain sanctions against Iran, Russia and Venezuela and the acceptance of oil produced by such countries; • terrorism, civil unrest and the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities involving significant oil producing regions such as the Middle East, Russia and Venezuela as well as other geographic areas, including the U.S.; • weather conditions and catastrophic events; • environmental regulation and, more generally, the energy transition to non-hydrocarbon sources; • regulation of drilling activities and the availability of drilling permits and concessions; • the ability of oil and natural gas companies to generate or otherwise obtain funds for capital projects; and • increase in the use and exploitation of renewable energy and the development of alternative fuel or energy sources.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond the Company’s control, including: • the worldwide economic environment, trends in international trade or other economic trends, including recessions and the level of activity in energy-consuming markets; • prevailing oil and natural gas prices and expectations about future prices and price volatility; • assessments of offshore drilling prospects compared with land-based opportunities; 15 • the cost of exploring for, producing and delivering oil and natural gas offshore and the relative cost of, and success in, doing so on land, including fracking and other technologies that make it more economical to produce oil from non-traditional sources; • consolidation of oil and natural gas and oil service companies operating offshore; • worldwide supply and demand for energy, petroleum products and chemical products; • availability and rate of discovery of new oil and natural gas reserves in offshore areas; • federal, state, local and international political and economic conditions, and policies including cabotage and local content laws; • technological advancements affecting exploration, development, energy production and consumption; • the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing; • the level of oil and natural gas production by non-OPEC countries; • international sanctions on oil producing countries including certain sanctions against Iran, Russia and Venezuela and the acceptance of oil produced by such countries; • terrorism, civil unrest and the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities involving significant oil producing regions such as the Middle East, Russia and Venezuela as well as other geographic areas, including the U.S.; • weather conditions and catastrophic events; • environmental regulation and, more generally, the energy transition to non-hydrocarbon sources; • regulation of drilling activities and the availability of drilling permits and concessions; • the ability of oil and natural gas companies to generate or otherwise obtain funds for capital projects; and • increase in the use and exploitation of renewable energy and the development of alternative fuel or energy sources.
The Company operates in four primary regions: the U.S., primarily the U.S. Gulf of Mexico; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana.
The Company operates in four primary regions: the U.S., primarily U.S. Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana.
In addition, seasonal volatility can create unpredictability in activity and utilization rates, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company has high levels of fixed costs that will be incurred regardless of its level of business activity.
In addition, seasonal volatility can create unpredictability in activity and utilization rates, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 20 The Company has high levels of fixed costs that will be incurred regardless of its level of business activity.
Such a lawsuit could also divert the time and attention of the Company’s management from its business. An investor’s percentage of ownership in the Company may be diluted in the future as result of warrant exercise, the issuance of equity incentive awards, and sales of Common Stock, including pursuant to the Company’s ATM Program.
Such a lawsuit could also divert the time and attention of the Company’s management from its business. 32 An investor’s percentage of ownership in the Company may be diluted in the future as result of warrant exercise, the issuance of equity incentive awards, and sales of Common Stock, including pursuant to the Company’s ATM Program.
Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. The Company is 22 unable to predict the impact of such regulations at this time.
Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. The Company is unable to predict the impact of such regulations at this time.
Delay in reactivating cold-stacked vessels and the costs and other expenses related to the reactivation of cold-stacked vessels could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 21 Inflation and increased interest rates may increase the Company’s operating and capital costs.
Delay in reactivating cold-stacked vessels and the costs and other expenses related to the reactivation of cold-stacked vessels could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. Inflation and increased interest rates may increase the Company’s operating and capital costs.
Additionally, positions the Company takes or does not take on these issues could negatively impact the Company’s ability to attract or retain customers or employees. 24 Several governmental and non-governmental bodies continue to request further disclosures of information relating to environmental, social and governance matters.
Additionally, positions the Company takes or does not take on these issues could negatively impact the Company’s ability to attract or retain customers or employees. Several governmental and non-governmental bodies continue to request further disclosures of information relating to environmental, social and governance matters.
Material risks that may affect the Company’s business, financial position, results of operations, cash flows and prospects include, but are not necessarily limited to, those relating to: Risk Factors Related to the Company’s Business and Industry • fluctuating prices and decreased demand for oil and natural gas; • decreased demand for offshore oil and natural gas exploration, development and production; • public health emergencies and their impact and disruption to business operations and workforce; • restrictions and limitations imposed by credit facilities on operating and financial flexibility; • indebtedness; • downward pricing pressures on the price of crude oil and natural gas resulting from unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such sources; • losses or impairment charges related to sold or idle vessels; • increase in competition in the offshore marine service industry; • oversupply of vessels or equipment serving offshore oil and natural gas operations may adversely impact charter rates for vessels and equipment; • loss of significant customers; • consolidation of customer base may adversely affect demand for services and reduction in revenue; • inability to maintain or replace vessels as they age; • failure to successfully complete construction or conversion, repairs, maintenance or routine drydockings of vessels on schedule and on budget; • inability to attract and retain qualified personnel and crew vessels appropriately; • inability to improve operations and financial systems, and recruitment of additional staff; • seasonal factors and their impact on business operations and workforce; • incurring high levels of fixed costs regardless of business activity levels; • incurring higher than expected costs to return previously cold-stacked vessels to class as the markets recovers or marketing strategies change; • inflation and increased interest rates may increase operating costs and capital costs; • inability to renew or replace expiring contracts for vessels; • early termination of vessel contracts may adversely affect operations; • inability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches; • failure to comply with data protection and privacy laws could lead to financial penalties and reputational harm; • increased domestic and international laws and regulations, including additional laws and regulations in the event of high-profile incidents; • changes in federal government regulation of offshore resources for the production of oil and natural gas; • changes in laws and regulations, including environmental laws and regulations that can adversely affect the cost, manner or feasibility of doing business; 13 • global climate change and changes to environmental regulations and environmental expectations; • instability of political, military and economic conditions in foreign countries; • business operation disruptions and exposure to liability caused by hazards inherent for the operation of vessels; • ability to retain customers due to a failure to maintain an acceptable safety record; • inadequacy of insurance coverage; • inadequate indemnification by customers for damage to their property or the property of their other contractors; • adverse effects and additional risks to business resulting from significant corporate transactions; • prohibition of operation of offshore support vessels in the U.S. resulting from failure to restrict the amount of ownership of SEACOR Marine’s Common Stock by non-U.S. citizens; • repeal, amendment, suspension or non-enforcement of the Jones Act; • inability to sell off a portion of the business or forfeiture of vessels resulting from restrictions placed on non-U.S. citizen ownership; • restrictions placed by SEACOR Marine’s incorporation and formation documents limiting ownership of Common Stock by individuals and entities that are not U.S. citizens may affect liquidity of Common Stock and may result in non-U.S. citizens being required to sell their shares at a loss or relinquish their voting, dividend and distribution rights; • inability to access funds and redeem any excess shares to avoid suspension of operations in the U.S. coastwise trade due to non-U.S. citizens owning more than 25% of SEACOR Marine’s Common Stock; • requisition or use by governmental agencies of the Company’s vessels; • inability to improve cash flow and liquidity through vessel sales resulting from inability to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame; • inability to collect amounts owed by customers; • lack of sole decision-making authority and disputes between joint ventures and investments in joint ventures; • exposure to potential future losses due to participation in industry-wide, multi-employer, defined benefit pension plans; • federal law and state law job-related claims; Risk Factors Related to the Company’s Common Stock • fluctuations in Common Stock price; • ownership dilution; • Common Stock price and trading volume decline due to securities or industry analyst reports and recommendations; • costs associated with the development and maintenance of proper and effective internal controls over financial reporting; • failure to achieve and maintain effective internal controls over financial reporting; • depression of Common Stock price due to provisions in SEACOR Marine’s incorporation and formation documents that may discourage, delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management; • limitations on the ability of holders of Common Stock to obtain a favorable judicial forum for disputes due to forum selection clause restrictions placed by SEACOR Marine’s incorporation and formation documents; and • intention not to pay dividends on our Common Stock for the foreseeable future. 14 Risk Factors Related to the Company’s Business and Industry The Company is exposed to fluctuating prices of oil and natural gas and decreased demand for oil and natural gas.
Material risks that may affect the Company’s business, financial position, results of operations, cash flows and prospects include, but are not necessarily limited to, those relating to: Risk Factors Related to the Company’s Business and Industry • fluctuating prices and decreased demand for oil and natural gas; • decreased demand for offshore oil and natural gas exploration, development and production; • public health emergencies and their impact and disruption to business operations and workforce; • restrictions and limitations imposed by credit facilities on operating and financial flexibility; • indebtedness; • downward pricing pressures on the price of crude oil and natural gas resulting from unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such sources; • losses or impairment charges related to sold or idle vessels; • increase in competition in the offshore marine service industry; • oversupply of vessels or equipment serving offshore oil and natural gas operations may adversely impact charter rates for vessels and equipment; • loss of significant customers; • consolidation of customer base may adversely affect demand for services and reduction in revenue; • inability to maintain or replace offshore support vessels as they age; • failure to successfully complete construction or conversion of vessels, repairs, maintenance or routine drydockings on schedule and on budget; • inability to attract and retain qualified personnel and crew vessels appropriately; • inability to improve operations and financial systems, and recruitment of additional staff; • seasonal factors and their impact on business operations and workforce; • incurring high levels of fixed costs regardless of business activity levels; • incurring higher than expected costs to return previously cold-stacked vessels to class as the markets recovers or marketing strategies change; • inflation and increased interest rates may increase operating costs and capital costs; • inability to renew or replace expiring contracts for vessels; • early termination of vessel contracts may adversely affect operations; • inability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches; • failure to comply with data protection and privacy laws could lead to financial penalties and reputational harm; • increased domestic and international laws and regulations, including additional laws and regulations in the event of high-profile incidents; • changes in federal government regulation of offshore resources for the production of oil and natural gas; • changes in laws and regulations, including environmental laws and regulations that can adversely affect the cost, manner or feasibility of doing business; 13 • global climate change and changes to environmental regulations and environmental expectations; • instability of political, military and economic conditions in foreign countries; • business operation disruptions and exposure to liability caused by hazards inherent for the operation of vessels; • ability to retain customers due to a failure to maintain an acceptable safety record; • inadequacy of insurance coverage; • inadequate indemnification by customers for damage to their property or the property of their other contractors; • adverse effects and additional risks to business resulting from significant corporate transactions; • prohibition of operation of offshore support vessels in the U.S. resulting from failure to restrict the amount of ownership of SEACOR Marine’s Common Stock by non-U.S. citizens; • repeal, amendment, suspension or non-enforcement of the Jones Act; • inability to sell off a portion of the business or forfeiture of vessels resulting from restrictions placed on non-U.S. citizen ownership; • restrictions placed by SEACOR Marine’s incorporation and formation documents limiting ownership of Common Stock by individuals and entities that are not U.S. citizens may affect liquidity of Common Stock and may result in non-U.S. citizens being required to sell their shares at a loss or relinquish their voting, dividend and distribution rights; • inability to access funds, redeem any excess shares and suspension of operations in the U.S. coastwise trade due to non-U.S. citizens owning more than 22.5% of SEACOR Marine’s common stock, as limited by our bylaws (which are stricter than the regulatory limit of 25%); • requisition or use by governmental agencies of the Company’s vessels; • inability to improve cash flow and liquidity through vessel sales resulting from inability to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame; • inability to collect amounts owed by customers; • lack of sole decision-making authority and disputes between joint ventures and investments in joint ventures; • exposure to potential future losses due to participation in industry-wide, multi-employer, defined benefit pension plans; • federal law and state law job-related claims; Risk Factors Related to the SEACOR Marine’s Common Stock • fluctuations in Common Stock price; • ownership dilution; • Common Stock price and trading volume decline due to securities or industry analyst reports and recommendations; • costs associated with the development and maintenance of proper and effective internal controls over financial reporting; • failure to achieve and maintain effective internal controls over financial reporting; • depression of Common Stock price due to provisions in SEACOR Marine’s incorporation and formation documents that may discourage, delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management; • limitations to common stockholders’ ability to obtain favorable judicial forum for disputes due to forum selection clause restrictions placed by SEACOR Marine’s incorporation and formation documents; and • intention not to pay dividends on our Common Stock for the foreseeable future. 14 Risk Factors Related to the Company’s Business and Industry The Company is exposed to fluctuating prices of oil and natural gas and decreased demand for oil and natural gas.
President has proclaimed that the security of the national defense makes it advisable, the Secretary of Transportation may requisition the ownership or use of any vessel owned by U.S. citizens (which includes the Company) and any vessel under construction in the U.S.
President has proclaimed that the security of the national defense makes it advisable, the Secretary of Transportation may requisition the ownership or use of any vessel owned by U.S. citizens (which includes the Company) and any vessel under 30 construction in the U.S.
If the Company is unable to operate its financial and operations systems effectively or is unable to recruit suitable employees, the Company’s results of operation and its ability to manage and expand its fleet may be adversely affected. 20 The operations of the Company’s fleet may be subject to seasonal factors.
If the Company is unable to operate its financial and operations systems effectively or is unable to recruit suitable employees, the Company’s results of operation and its ability to manage and expand its fleet may be adversely affected. The operations of the Company’s fleet may be subject to seasonal factors.
SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of SEACOR Marine or changes in its management, including, among other things: • restrictions on the ability of SEACOR Marine’s stockholders to fill a vacancy on the Board of Directors; • restrictions related to the ability of non-U.S. citizens owning SEACOR Marine’s Common Stock; • SEACOR Marine’s ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the absence of cumulative voting in the election of directors which may limit the ability of minority stockholders to elect directors; and • advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of SEACOR Marine.
SEACOR Marine’s Certificate of Incorporation and By-Laws include certain provisions that could have the effect of discouraging, delaying or preventing a change of control of SEACOR Marine or changes in its management, including, among other things: • restrictions on the ability of SEACOR Marine’s stockholders to fill a vacancy on the Board of Directors; • restrictions related to the ability of non-U.S. citizens owning SEACOR Marine’s Common Stock; • SEACOR Marine’s ability to issue preferred stock with terms that the Board of Directors may determine, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; • the absence of cumulative voting in the election of directors which may limit the ability of minority stockholders to elect directors; and • advance notice requirements for stockholder proposals and nominations, which may discourage or deter a potential acquirer from soliciting proxies to elect a particular slate of directors or otherwise attempting to obtain control of SEACOR Marine.
SEACOR Marine’s Third Amended and Restated By-Laws require that, unless SEACOR Marine consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of SEACOR Marine, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of SEACOR Marine to SEACOR Marine or SEACOR Marine’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. 34 This exclusive forum provision will not apply to claims under the Exchange Act, but will apply to other state and federal law claims including actions arising under the Securities Act of 1933 (although SEACOR Marine’s stockholders will not be deemed to have waived SEACOR Marine’s compliance with the federal securities laws and the rules and regulations thereunder).
SEACOR Marine’s By-Laws require that, unless SEACOR Marine consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of SEACOR Marine, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of SEACOR Marine to SEACOR Marine or SEACOR Marine’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine. 34 This exclusive forum provision will not apply to claims under the Exchange Act, but will apply to other state and federal law claims including actions arising under the Securities Act of 1933 (although SEACOR Marine’s stockholders will not be deemed to have waived SEACOR Marine’s compliance with the federal securities laws and the rules and regulations thereunder).
While the Company takes various precautions and has enhanced controls around its IT systems, like other technology systems, they are susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, telecommunication failures, user errors, catastrophic events, or cyber-attacks including malware, other malicious software, phishing email attacks, attempts to gain unauthorized access to its data, the unauthorized release, corruption or loss of its data, loss or damage to its data delivery systems, ransomware, and other electronic security breaches.
While the Company takes various precautions and has enhanced controls around its information technology systems, like other technology systems, they are susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, telecommunication failures, user errors, catastrophic events, or cyber-attacks including malware, other malicious software, phishing email attacks, attempts to gain unauthorized access to its data, the unauthorized release, corruption or loss of its data, loss or damage to its data delivery systems, ransomware, and other electronic security breaches.
While the Company was in compliance with all such covenants as of December 31, 2023, the Company’s ability to maintain compliance with these financial ratio covenants may be affected by general economic conditions or other events beyond the Company’s control and no assurance can be given that such ratios will be met in the future.
While the Company was in compliance with all such covenants as of December 31, 2024, the Company’s ability to maintain compliance with these financial ratio covenants may be affected by general economic conditions or other events beyond the Company’s control and no assurance can be given that such ratios will be met in the future.
As of December 31, 2023, the average age of the Company’s owned vessels was approximately ten years. The Company believes that after a vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable.
As of December 31, 2024, the average age of the Company’s owned vessels was approximately ten years. The Company believes that after a vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable.
CBP and USCG are authorized to inspect vessels at will. The Company has and will continue to spend significant funds to comply with these regulations and treaties.
CBP and USCG are authorized to inspect vessels at will. The Company has and will continue to spend funds to comply with these regulations and treaties.
Repeal, amendment, suspension or non-enforcement of the Jones Act would result in additional competition for the Company and could have a material adverse effect on the Company’s business. Substantial portions of the Company’s operations are conducted in the U.S. coastwise trade and thus subject to the provisions of the Jones Act (discussed above).
Repeal, amendment, suspension or non-enforcement of the Jones Act would result in additional competition for the Company and could have a material adverse effect on the Company’s business. Significant portions of the Company’s operations are conducted in the U.S. coastwise trade and thus subject to the provisions of the Jones Act (discussed above).
The Company’s ability to meet its debt service obligations and refinance its current indebtedness, as well as any future debt that it may incur, will depend upon its ability to generate cash in the future from operations, financings or asset sales, which are subject to general economic conditions, the Company’s results of operations, industry cycles, seasonality, the interest rate environment and its effect on the Company’s floating rate debt, the general state of the capital markets at the time it seeks to refinance its debt, financial, business and other factors, some of which may be beyond the Company’s control.
The Company’s ability to meet its debt service obligations and refinance its current indebtedness, as well as any future debt that it may incur, will depend upon its ability to generate cash in the future from operations, financings or asset sales, which are subject to general economic conditions, the Company’s results of operations, industry cycles, seasonality, the interest rate environment, the general state of the capital markets at the time it seeks to refinance its debt, financial, business and other factors, some of which may be beyond the Company’s control.
Although SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws contain provisions intended to assure compliance with these provisions of the Jones Act, a failure to maintain compliance could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects by, among other things (i) temporarily or permanently prohibiting the Company from operating vessels in the U.S. coastwise trade, (ii) subjecting the Company to fines and (iii) subjecting the Company’s vessels to seizure and forfeiture.
Although SEACOR Marine’s Certificate of Incorporation and By-Laws contain provisions intended to assure compliance with these provisions of the Jones Act, a failure to maintain compliance could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects by, among other things (i) temporarily or permanently prohibiting the Company from operating vessels in the U.S. coastwise trade, (ii) subjecting the Company to fines and (iii) subjecting the Company’s vessels to seizure and forfeiture.
To the extent that the above trust transfer provisions would be ineffective for any reason to prevent ownership (of record or beneficially) by non-U.S. citizens of the shares of any class or series of SEACOR Marine’s capital stock in excess of the applicable permitted percentage, SEACOR Marine’s Third Amended and Restated Certificate of Incorporation provides that SEACOR Marine, in its sole discretion, shall be entitled to redeem all or any portion of such excess shares most recently acquired (as determined by SEACOR Marine in accordance with guidelines that are set forth in its Third Amended and Restated Certificate of Incorporation), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status or a repurchase or redemption by SEACOR Marine of shares of its capital stock, at a redemption price based on a fair market value formula that is set forth in SEACOR Marine’s Third Amended and Restated Certificate of Incorporation.
To the extent that the above trust transfer provisions would be ineffective for any reason to prevent ownership (of record or beneficially) by non-U.S. citizens of the shares of any class or series of SEACOR Marine’s capital stock in excess of the applicable permitted percentage, SEACOR Marine’s Certificate of Incorporation provides that SEACOR Marine, in its sole discretion, shall be entitled to redeem all or any portion of such excess shares most recently acquired (as determined by SEACOR Marine in accordance with guidelines that are set forth in its Certificate of Incorporation), by non-U.S. citizens, or owned (of record or beneficially) by non-U.S. citizens as a result of a change in citizenship status or a repurchase or redemption by SEACOR Marine of shares of its capital stock, at a redemption price based on a fair market value formula that is set forth in SEACOR Marine’s Certificate of Incorporation.
For instance, the 2023 SMFH Credit Facility (as defined below) contains covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or liens (subject to important exceptions) and also requires the Company to maintain a minimum of Cash and Cash Equivalents equal to the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as each are defined in the 2023 SMFH Credit Facility) (see “Note 6.
For instance, the 2024 SMFH Credit Facility (as defined below) contains covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or liens (subject to important exceptions) and also requires the Company to maintain a minimum of Cash and Cash Equivalents equal to the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as each are defined in the 2024 SMFH Credit Facility) (see “Note 5.
During 2023 and 2022, the Company recognized impairment charges of $0.7 million and $2.9 million, respectively, related to tangible assets. There is a high level of competition in the offshore marine service industry.
During 2024, 2023 and 2022, the Company recognized impairment charges of $3.7 million, $0.7 million and $2.9 million, respectively, related to tangible assets. There is a high level of competition in the offshore marine service industry.
In particular, the demand for the Company’s liftboat fleet in the U.S. Gulf of Mexico and offshore support vessels in Europe, the Middle East and West Africa, are seasonal with peak demand normally occurring during the summer months.
In particular, the demand for the Company’s liftboat fleet in the U.S. Gulf of America and offshore support vessels in Europe, the Middle East and West Africa, are seasonal with peak demand normally occurring during the summer months.
SEACOR Marine’s Third Amended and Restated Certificate of Incorporation also restricts ownership of shares of any class or series of its capital stock by a single non-U.S. citizen (and any other non-U.S. citizen whose ownership position would be aggregated with such non-U.S. citizen for purposes of the Jones Act) to not more than 4.9% of the outstanding shares of each such class or series.
SEACOR Marine’s Certificate of Incorporation also restricts ownership of shares of any class or series of its capital stock by a single non-U.S. citizen (and any other non-U.S. citizen whose ownership position would be aggregated with such non-U.S. citizen for purposes of the Jones Act) to not more than 4.9% of the outstanding shares of each such class or series.
In the event that any person does not submit such requested or required documentation to SEACOR Marine, SEACOR Marine’s Third Amended and Restated Certificate of Incorporation provides it with certain remedies, including the suspension of the voting rights of such person's shares of SEACOR Marine’s capital stock and the payment of dividends and distributions with respect to those shares into an escrow account.
In the event that any person does not submit such requested or required documentation to SEACOR Marine, SEACOR Marine’s Certificate of Incorporation provides it with certain remedies, including the suspension of the voting rights of such person's shares of SEACOR Marine’s capital stock and the payment of dividends and distributions with respect to those shares into an escrow account.
In the event such transfer restriction would be ineffective for any reason, SEACOR Marine’s Third Amended and Restated Certificate of Incorporation provides that if any transfer would otherwise result in ownership (of record or beneficially) by non-U.S. citizens of shares of such class or series in excess of the applicable permitted percentage, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens within the meaning of the Jones Act.
In the event such transfer restriction would be ineffective for any reason, SEACOR Marine’s Certificate of Incorporation provides that if any transfer would otherwise result in ownership (of record or beneficially) by non-U.S. citizens of shares of such class or series in excess of the applicable permitted percentage, such transfer will cause such excess shares to be automatically transferred to a trust for the exclusive benefit of one or more charitable beneficiaries that are U.S. citizens within the meaning of the Jones Act.
In addition, there has been an increase in cyber-attacks conducted or sponsored by capable and well-funded “nation state” operators. The Company expects that sophistication and techniques of cyber-threats will continue to evolve as threat actors increase their use of AI and machine-learning technologies.
In addition, there has been an increase in cyber-attacks conducted or sponsored by capable and well-funded “nation state” operators and other advanced persistent threat actors. The Company expects that sophistication and techniques of cyber-threats will continue to evolve as threat actors increase their use of AI and machine-learning technologies.
The Company expects these inflationary pressures to continue to impact its margins and more generally, its business in 2024. The Company may not be able to renew or replace expiring contracts for its vessels.
The Company expects these inflationary pressures to continue to impact its margins and more generally, its business in 2025. The Company may not be able to renew or replace expiring contracts for its vessels.
The Company is also subject to regulation under international treaties, such as (i) MARPOL, (ii) SOLAS, (iii) MLC, (iv) BWM Convention, (v) STCW and (vi) other port regulations. These agencies, organizations, regulations and treaties establish safety requirements and standards and are authorized to investigate vessels and accidents and to recommend improved safety standards.
The Company is also subject to regulation under various port regulations and international treaties, such as (i) MARPOL, (ii) SOLAS, (iii) MLC, (iv) BWM Convention, and (v) STCW. These agencies, organizations, regulations and treaties establish safety requirements and standards and are authorized to investigate vessels and accidents and to recommend improved safety standards.
For instance, the Company’s operations in the U.S. Gulf of Mexico may be adversely affected by weather. The Atlantic hurricane season typically runs from June through November.
For instance, the Company’s operations in the U.S. Gulf of America may be adversely affected by weather. The Atlantic hurricane season typically runs from June through November.
Activity outside the U.S. involves additional risks, including the possibility of: • U.S. embargoes or restrictive actions and regulations by U.S. and foreign governments that could limit the Company’s ability to provide services in foreign countries or cause retaliatory actions by such governments; • a change in, or the imposition of, withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment; • limitations on the repatriation of earnings or currency exchange controls and import/export quotas; 25 • unwaivable, burdensome local cabotage, local content and local ownership laws and requirements; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist acts, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for the Company’s services and its profitability; • potential noncompliance with a wide variety of laws and regulations, such as the FCPA, and similar non-U.S. laws and regulations, including the United Kingdom (U.K.) Bribery Act 2010; • labor strikes; • import or export quotas and other forms of public and government regulation; • changes in general economic and political conditions; • regional conflicts, including in Ukraine, Israel and around the Red Sea; • difficulty in staffing and managing widespread operations, including the ability to transfer qualified labor to local operations; and • inadequate or delayed response to natural disasters or other major incidents or events in less developed countries.
Activity outside the U.S. involves additional risks, including the possibility of: • U.S. embargoes or restrictive actions and regulations by U.S. and foreign governments that could limit the Company’s ability to provide services in foreign countries or cause retaliatory actions by such governments; • a change in, or the imposition of, withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment; • limitations on the repatriation of earnings or currency exchange controls and import/export quotas; • unwaivable, burdensome local cabotage, local content and local ownership laws and requirements; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist acts, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for the Company’s services and its profitability; • potential noncompliance with a wide variety of laws and regulations, such as the FCPA, and similar non-U.S. laws and regulations, including the United Kingdom (U.K.) Bribery Act 2010; • labor strikes; • import or export quotas and other forms of public and government regulation; • changes in general economic and political conditions; • regional conflicts, including in Ukraine, Israel and around the Red Sea; • difficulty in staffing and managing widespread operations, including the ability to transfer qualified labor to local operations; and • inadequate or delayed response to natural disasters or other major incidents or events in less developed countries. 26 Some of the Company’s customers are located in emerging markets, which can further exacerbate the foregoing risks.
Because the Company’s operations rely on offshore oil and natural gas exploration and production, the government’s exercise of authority under the provisions of the Outer Continental Shelf Lands Act to restrict the availability of offshore oil and natural gas leases (due to accidents, environmental concerns or otherwise) could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Because the Company’s operations rely on offshore oil and natural gas exploration and production, as well as on offshore wind farm operations, the government’s exercise of authority under the provisions of the Outer Continental Shelf Lands Act to restrict the availability of offshore oil and natural gas leases (due to accidents, environmental concerns or otherwise) could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with applicable local law. 30 The Company may not be able to sell vessels to improve its liquidity because it may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with comparable applicable local laws. The Company may not be able to sell vessels to improve its liquidity because it may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame.
Under the provisions of SEACOR Marine’s Third Amended and Restated Certificate of Incorporation, the aggregate percentage of ownership by non-U.S. citizens of any class or series of SEACOR Marine’s capital stock is limited to 22.5% of the outstanding shares of each such class or series to ensure that such ownership by non-U.S. citizens will not exceed the maximum percentage permitted by the Jones Act, which is presently 25%.
Under the provisions of SEACOR Marine’s Certificate of Incorporation, the aggregate percentage of ownership by non-U.S. citizens of any class or series of SEACOR Marine’s capital stock is limited to 22.5% of the outstanding shares of each such class or series to ensure that such ownership by non-U.S. citizens will not exceed the maximum percentage permitted by the Jones Act, which is presently 25%.
Provisions in SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws, and Delaware law may discourage , delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management and , therefore , may depress the trading price of its Common Stock.
Provisions in SEACOR Marine’s Certificate of Incorporation and By-Laws, and Delaware law may discourage , delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management and , therefore , may depress the trading price of its Common Stock.
These provisions in SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws may discourage, delay or prevent a transaction involving a change in control of SEACOR Marine that is in the best interest of its stockholders.
These provisions in SEACOR Marine’s Certificate of Incorporation and By-Laws may discourage, delay or prevent a transaction involving a change in control of SEACOR Marine that is in the best interest of its stockholders.
This forum selection provision in SEACOR Marine’s Third Amended and Restated By-Laws may limit SEACOR Marine’s stockholders’ ability to obtain a favorable judicial forum for disputes with SEACOR Marine. It is also possible that, notwithstanding the forum selection clause included in SEACOR Marine’s Third Amended and Restated By-Laws, a court could rule that such a provision is inapplicable or unenforceable.
This forum selection provision in SEACOR Marine’s By-Laws may limit SEACOR Marine’s stockholders’ ability to obtain a favorable judicial forum for disputes with SEACOR Marine. It is also possible that, notwithstanding the forum selection clause included in SEACOR Marine’s By-Laws, a court could rule that such a provision is inapplicable or unenforceable.
Although the Company formed a new Sustainability Council in 2020 to oversee the Company’s enhanced environmental, social and governance program and published its Inaugural Sustainability Report, the Company may not meet these evolving standards or benchmarks and even if it does, these investors and groups may choose to forego investments in oil and natural gas related industries.
Although the Company formed a new Sustainability Council in 2020 to oversee the Company’s enhanced environmental, social and governance program and publishes a periodic Sustainability Report, the Company may not meet these evolving standards or benchmarks. Even if it does, these investors and groups may choose to forego investments in oil and natural gas related industries.
Certain provisions of SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and its Third Amended and Restated By-Laws are intended to facilitate compliance with this requirement and may have an adverse effect on holders of shares of SEACOR Marine’s Common Stock. These restrictions may affect the liquidity of SEACOR Marine’s Common Stock.
Certain provisions of SEACOR Marine’s Certificate of Incorporation and By-Laws are intended to facilitate compliance with this requirement and may have an adverse effect on holders of shares of SEACOR Marine’s Common Stock. These restrictions may affect the liquidity of SEACOR Marine’s Common Stock.
So that SEACOR Marine may ensure its compliance with the Jones Act, its Third Amended and Restated Certificate of Incorporation permits SEACOR Marine to require that any record or beneficial owner of any shares of its capital stock provide SEACOR Marine with certain documentation concerning such owner’s citizenship.
So that SEACOR Marine may ensure its compliance with the Jones Act, its Certificate of Incorporation permits SEACOR Marine to require that any record or beneficial owner of any shares of its capital stock provide SEACOR Marine with certain documentation concerning such owner’s citizenship.
While increasing offshore wind farm development, particularly in the U.S., has provided opportunities to work with new customers, such opportunities may be insufficient to offset a decline in oil and natural gas customers. 19 The Company may be unable to maintain or replace its vessels as they age.
While increasing offshore wind farm development, particularly in the U.S., has provided opportunities to work with new customers, such opportunities may be insufficient to offset a decline in oil and natural gas customers and such opportunities may be impacted by U.S. government policy changes. The Company may be unable to maintain or replace its vessels as they age.
SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and its Third Amended and Restated By-laws limit the ownership of Common Stock by individuals and entities that are not U.S. citizens within the meaning of the Jones Act.
SEACOR Marine’s Certificate of Incorporation and By-laws limit the ownership of Common Stock by individuals and entities that are not U.S. citizens within the meaning of the Jones Act.
While spending on the Company’s services has steadily improved, the Company’s overall fleet utilization for the years ended December 31, 2023, 2022 and 2021, was 75%, 75% and 66%, respectively.
While spending on the Company’s services has steadily improved, the Company’s overall fleet utilization for the years ended December 31, 2024, 2023 and 2022, was 67%, 75% and 75%, respectively.
For instance, for the years ended December 31, 2023, 2022, and 2021, approximately 21%, 28% and 12%, respectively, of the Company’s operating revenues were earned in the U.S.
For instance, for the years ended December 31, 2024, 2023, and 2022, approximately 13%, 21% and 28%, respectively, of the Company’s operating revenues were earned in the U.S.
During the years ended December 31, 2023, 2022, and 2021, the Company’s ten largest customers accounted for approximately 73%, 66% and 81%, respectively, of its operating revenues.
During the years ended December 31, 2024, 2023, and 2022, the Company’s ten largest customers accounted for approximately 76%, 73% and 66%, respectively, of its operating revenues.
The Company may be required to incur higher than expected costs to return previously cold-stacked vessels to class. As of December 31, 2023, three of 55 owned and leased-in vessels were cold-stacked worldwide and, if the industry experiences another downturn, the Company may determine to cold-stack additional vessels in response to such downturn.
The Company may be required to incur higher than expected costs to return previously cold-stacked vessels to class. As of December 31, 2024, two of 51 owned vessels were cold-stacked worldwide and, if the industry experiences another downturn, the Company may determine to cold-stack additional vessels in response to such downturn.
Related credit risks are inherent as the Company does not typically collateralize receivables due from customers and the Company’s ten largest customers accounted for approximately 73% of the consolidated revenues from continuing operations in 2023.
Related credit risks are inherent as the Company does not typically collateralize receivables due from customers and the Company’s ten largest customers accounted for approximately 76% of the consolidated revenues in 2024.
The West Texas Intermediate (“WTI”) front month oil prices experienced unprecedented volatility during 2020 as a result of the COVID-19 pandemic and the related impact on the global economy, including going negative for a short period of time.
For example, the West Texas Intermediate (“WTI”) front month oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, including going negative for a short period of time.
From time to time, extreme weather causes the Company or its customers to suspend business operations. Climate change may increase the frequency and severity of these extreme weather events and certain adverse weather patterns in the future, which could increase the Company’s exposure to suspended operations and/or put the Company’s properties at risk for weather related damage.
Climate change may increase the frequency and severity of these extreme weather events and certain adverse weather patterns in the future, which could increase the Company’s exposure to suspended operations and/or put the Company’s properties at risk for weather related damage.
SEACOR Marine refers to such percentage limitations on ownership by persons who are not U.S. citizens within the meaning of the Jones Act as the “applicable permitted percentage.” SEACOR Marine’s Third Amended and Restated Certificate of Incorporation provides that any transfer or purported transfer of any shares of any class or series of its capital stock that would otherwise result in ownership (of record or beneficially) by non-U.S. citizens of shares of such class or series in excess of the applicable permitted percentage will be void and ineffective, and neither SEACOR Marine nor its transfer agent will register any such transfer or purported transfer in the Company records or recognize any such transferee or purported transferee as a stockholder of SEACOR Marine for any purpose (including for purposes of voting and dividends) except to the extent necessary to effect the remedies available to SEACOR Marine under its Third Amended and Restated Certificate of Incorporation.
SEACOR Marine’s Certificate of Incorporation provides that any transfer or purported transfer of any shares of any class or series of its capital stock that would otherwise result in ownership (of record or beneficially) by non-U.S. citizens of shares of such class or series in excess of the applicable permitted percentage will be void and ineffective, and neither SEACOR Marine nor its transfer agent will register any such transfer or purported transfer in the Company records or recognize any such transferee or purported transferee as a stockholder of SEACOR Marine for any purpose (including for purposes of voting and dividends) except to the extent necessary to effect the remedies available to SEACOR Marine under its Certificate of Incorporation.
Further, to the extent the proceeds from insurance are not sufficient to repair or replace a damaged asset, the Company would be required to expend funds to supplement the insurance and in certain circumstances may decide that such expenditures are not justified, which, in either case, could adversely affect the Company’s business, financial position, results of operations, cash flows and prospects.
Further, to the extent the proceeds from insurance are not sufficient to repair or replace a damaged asset, the Company would be required to expend funds to supplement the insurance and in certain circumstances may decide that such expenditures are not justified, which, in either case, could adversely affect the Company’s business, financial position, results of operations, cash flows and prospects. 27 The Company may not be fully indemnified by its customers for damage to their property or the property of their other contractors.
Repeal, substantial amendment, waiver or substantial reinterpretation of provisions of the Jones Act could significantly adversely affect the Company by, among other things, resulting in additional competition from competitors with lower operating costs, because of their ability to use vessels built in lower-cost foreign shipyards, owned and manned by foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens.
For years, there have been attempts to repeal or amend such provisions, and such attempts are expected to continue in the future. 28 Repeal, substantial amendment, waiver or substantial reinterpretation of provisions of the Jones Act could significantly adversely affect the Company by, among other things, resulting in additional competition from competitors with lower operating costs, because of their ability to use vessels built in lower-cost foreign shipyards, owned and manned by foreign nationals with promotional foreign tax incentives and with lower wages and benefits than U.S. citizens.
During 2023, WTI oil prices hit a low of $67 per barrel and a high of $94 per barrel, ending the year in the $72 per barrel range. Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand.
During 2024, WTI oil prices hit a low of $66 per barrel in September 2024 and a high of $87 per barrel in April 2024, ending the year at $72 per barrel. Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand.
The Company relies on several customers for a significant share of its revenues, the loss of any of which could adversely affect the Company’s business and operating results. The Company derives a significant portion of its revenues from a limited number of oil and natural gas exploration, development and production companies, and wind farm construction companies.
The Company relies on several customers for a significant share of its revenues, the loss of any of which could adversely affect the Company’s business and operating results. The Company derives a significant portion of its revenues from a limited number of customers.
The Company operates vessels and transacts other business worldwide. For the years ended December 31, 2023, 2022 and 2021, 79%, 72% and 88%, respectively, of the Company’s operating revenues and $3.6 million, $7.0 million and $15.4 million, respectively, of its equity in earnings from 50% or less owned companies, net of tax, were derived from foreign operations.
For the years ended December 31, 2024, 2023 and 2022, 87%, 79% and 72%, respectively, of the Company’s operating revenues and $2.3 million, $3.6 million and $7.0 million, respectively, of its equity in earnings from 50% or less owned companies, net of tax, were derived from foreign operations.
Because foreign vessels may have lower construction costs and operate at significantly lower costs than companies operating in the U.S. coastwise trade, such a change could significantly increase competition in the U.S. coastwise trade, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 28 Restrictions on non-U.S. citizen ownership of the Company’s vessels could limit its ability to sell off any portion of its business or result in the forfeiture of its vessels.
Because foreign vessels may have lower construction costs and operate at significantly lower costs than companies operating in the U.S. coastwise trade, such a change could significantly increase competition in the U.S. coastwise trade, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
One of our largest customers is SEACOR Marine Arabia, a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Aramco, the national oil company of Saudi Arabia.
One of our largest customers is SEACOR Marine Arabia, a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Aramco, the national oil company of Saudi Arabia. Any disruption in this region could have substantial effects on our operations in the Middle East.
In certain instances, the failure to obtain, maintain or renew these authorizations could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. There are risks associated with climate change, environmental regulations and evolving environmental expectations.
In certain instances, the failure to obtain, maintain or renew these authorizations could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company is subject to environmental regulations and climate change policies, which are constantly evolving. The regulatory landscape is constantly changing, particularly with respect to climate change regulations.
Should this not be achieved, the ability to retain current customers and attract new customers may be adversely affected, which in turn could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company’s insurance coverage may be inadequate to protect it from the liabilities that could arise in its business.
The Company must maintain a record of safety and reliability that is acceptable to its customers. Should this not be achieved, the ability to retain current customers and attract new customers may be adversely affected, which in turn could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and its Third Amended and Restated By-Laws contain provisions prohibiting ownership of its Common Stock by persons who are not U.S. citizens within the meaning of the Jones Act, in the aggregate, in excess of 22.5% of such shares, in order to ensure that such ownership by non-U.S. citizens will not exceed the maximum percentage permitted by the Jones Act, which is presently 25%.
As noted above, SEACOR Marine’s Certificate of Incorporation and By-Laws (i) contain provisions prohibiting ownership of its Common Stock by persons who are not U.S. citizens within the meaning of the Jones Act, in the aggregate, in excess of 22.5% of such shares, in order to ensure that such ownership by non-U.S. citizens will not exceed the maximum percentage permitted by the Jones Act, which is presently 25% and (ii) permit SEACOR Marine under certain circumstances to redeem such excess shares by the payment of cash, promissory notes or warrants.
Similarly, the Company has outstanding warrants to purchase 1,304,333 shares of Common Stock, which if exercised would dilute the ownership percentage of the Company’s shareholders.
As of December 31, 2024, the Company has outstanding warrants to purchase 1,280,195 shares of Common Stock, which if exercised would dilute the ownership percentage of the Company’s shareholders.
Oil prices have recovered since the lows hit at the beginning of the COVID-19 pandemic and in June 2022 hit a multi-year high of $122 per barrel primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions imposed on Russia by the U.S., Canada and European countries.
Oil prices then steadily increased from the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022, primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions imposed on Russia by the U.S., Canada and European countries and economic uncertainty but subsequently decreased to pre-conflict levels.
In November of 2023, the Company entered into an at-the-market offering program (“ATM Program”) with B. Riley Securities, Inc. under which the Company may sell up $25.0 million of Common Stock from time to time.
In November of 2023, the Company entered into an at-the-market offering program (the “Prior ATM Program”) with B. Riley Securities, Inc. under which the Company may sell up $25.0 million of Common Stock from time to time. As of December 31, 2024, remaining capacity under the Prior ATM Program was approximately $24.9 million.
These trust transfer provisions also apply to situations where ownership of a class or series of SEACOR Marine’s capital stock by non-U.S. citizens in excess of the applicable permitted percentage would result from a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen or from a repurchase or redemption by SEACOR Marine of shares of its capital stock, in which case such person will receive the lesser of the market price of the shares on the date of such status change or such share repurchase or redemption and the amount received from the sale.
The trustee will sell such excess shares to a U.S. citizen within 20 days of receiving notice from SEACOR Marine (or as soon thereafter as a sale may be effected in compliance with all applicable securities laws) and distribute to the proposed transferee the lesser of the price that the proposed transferee paid for such shares and the amount received from the sale, and any gain from the sale will be paid to the charitable beneficiary of the trust. 29 These trust transfer provisions also apply to situations where ownership of a class or series of SEACOR Marine’s capital stock by non-U.S. citizens in excess of the applicable permitted percentage would result from a change in the status of a record or beneficial owner thereof from a U.S. citizen to a non-U.S. citizen or from a repurchase or redemption by SEACOR Marine of shares of its capital stock, in which case such person will receive the lesser of the market price of the shares on the date of such status change or such share repurchase or redemption and the amount received from the sale.
Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy.
Claims covered by insurance are subject to deductibles, the aggregate amount of which could be material, and certain policies impose caps on coverage. Insurance policies are also subject to compliance with certain conditions, the failure of which could lead to a denial of coverage as to a particular claim or the voiding of a particular insurance policy.
In addition, regulatory developments may restrict or limit the Company’s access to certain countries or curtail the Company’s services. The Company has significant international operations, which subjects it to risks. Unstable political, military and economic conditions in foreign countries where a significant proportion of the Company’s operations is conducted could materially adversely impact its business.
The Company has significant international operations, which subjects it to risks. Unstable political, military and economic conditions in foreign countries where a significant proportion of the Company’s operations is conducted could materially adversely impact its business. The Company operates vessels and transacts other business worldwide.
If the Company is unable to collect amounts owed to it or long-term contracts for its vessels are terminated and its vessels are not sufficiently utilized, this could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
If the Company is unable to collect amounts owed to it or long-term contracts for its vessels are terminated and its vessels are not sufficiently utilized, this could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 21 The Company relies on information technology, and if it is unable to protect against service interruptions, data corruption, cyber-based attacks or network security breaches, its operations could be disrupted and its business could be negatively affected.
The Outer Continental Shelf Lands Act provides the federal government with broad discretion in regulating the release or continued use of offshore resources for oil and natural gas production. Various political leaders and public interest groups oppose further leasing, which creates uncertainties regarding the current and future level of permitted offshore leasing.
The Outer Continental Shelf Lands Act provides the federal government with broad discretion in regulating the release or continued use of offshore resources for oil and natural gas production and authorizes the U.S. President to issue leasing moratoriums or bans. Various political leaders and public interest groups oppose further leasing, and from time to time U.S.
Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires the Company to establish effective internal controls over financial reporting and disclosure controls and procedures pursuant to Section 404 and management and its auditors to assess the effectiveness of such controls. 33 If the Company is unable to maintain adequate internal control over financial reporting, it may be unable to report its financial information on a timely basis, may violate applicable stock exchange listing rules or suffer other adverse regulatory consequences and may breach the covenants under its credit facilities.
If the Company is unable to maintain adequate internal control over financial reporting, it may be unable to report its financial information on a timely basis, may violate applicable stock exchange listing rules or suffer other adverse regulatory consequences and may breach the covenants under its credit facilities.
The Company’s obligations to repay indebtedness and comply with restrictive and/or financial maintenance covenants could also impair its ability to rapidly respond to changes in its business or industry and withstand competitive pressures. For additional information, see 17 “Item 7.
The Company’s obligations to repay indebtedness and comply with restrictive and/or financial maintenance covenants could also impair its ability to rapidly respond to changes in its business or industry and withstand competitive pressures. For additional information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” of this Annual Report on Form 10-K.
In addition, the affected vessels could be removed from service and would then not be available to generate revenues. 26 Our vessels have been involved in accidents in the past, some of which included loss of life, personal injury and property damage, and we, or third parties operating our vessels, may experience accidents in the future.
Our vessels have been involved in accidents in the past, some of which included loss of life, personal injury and property damage, and we, or third parties operating our vessels, may experience accidents in the future.
There can be no assurance that the Company will be able to maintain its fleet by extending the economic life of existing vessels, or that its financial resources will be sufficient to enable it to make expenditures necessary for these purposes or to acquire or build replacement vessels, all of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
While the Company has entered into agreements to build two PSVs with expected delivery in the fourth quarter of 2026 and first quarter of 2027, respectively, there can be no assurance that the Company will be able to maintain its fleet by extending the economic life of existing vessels, or that its financial resources will be sufficient to enable it to make expenditures necessary for these purposes or to acquire or build replacement vessels, all of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 19 The failure to successfully complete construction or conversion, repairs, maintenance or routine drydockings of the Company's vessels on schedule and on budget could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Failure to comply with these regulations and treaties may cause the Company to incur significant liabilities or restrictions on its operations, any of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 23 The Company’s business and operations are subject to federal, state, local and international laws, regulations and treaties relating to environmental protection, including laws and regulations that govern the handling, storage and discharge of various hazardous substances.
Failure to comply with these regulations and treaties may cause the Company to incur significant liabilities or restrictions on its operations, any of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
These factors may also have the effect of heightening many other risks to the Company’s business, any of which could materially and adversely affect the business and results of operations. In addition, the current hostilities in Gaza Strip have and could continue to escalate and involve surrounding countries in the Middle East.
These factors may exacerbate other risks to the Company’s business, any of which could materially and adversely affect the business and results of operations. Additionally, the hostilities in Gaza Strip continue to impact the Middle East region.
There can be no assurance that the Company’s contracts with its customers, suppliers and subcontractors will fully protect the Company against all hazards and risks inherent in its operations.
There can be no assurance that the Company’s contracts with its customers, suppliers and subcontractors will fully protect the Company against all hazards and risks inherent in its operations. There can also be no assurance that those parties with contractual obligations to indemnify the Company will be financially able to do so or will otherwise honor their contractual obligations.
Any such events would likely result in negative publicity for the Company and adversely affect its safety record, which would affect demand for its services in a competitive industry.
Any such events would likely result in negative publicity for the Company and adversely affect its safety record, which would affect demand for its services in a competitive industry. In addition, the affected vessels could be removed from service and would then not be available to generate revenues.
During the year ended December 31, 2023, three customers, ExxonMobil, SEACOR Marine Arabia, a joint venture through which vessels are chartered to Saudi Aramco, and Azule were together responsible for 48% or more of the Company’s operating revenues from continuing operations.
During the year ended December 31, 2024, two customers, Azule and SEACOR Marine Arabia, a joint venture through which vessels are chartered to Saudi Aramco, were together responsible for 40% of the Company’s operating revenues. In addition, one or more of the Company's joint ventures may rely primarily on a single customer for their revenues.
The per share redemption price may be paid, as determined by the Board of Directors, by cash, promissory notes or warrants. However, SEACOR Marine may not be able to redeem such excess shares for cash because its operations may not have generated sufficient excess cash flow to fund such redemption.
However, SEACOR Marine may not be able to redeem such excess shares for cash because its operations may not have generated sufficient excess cash flow to fund such redemption.
Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of SEACOR Marine’s Common Stock if they are viewed as discouraging future takeover attempts.
Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of SEACOR Marine’s Common Stock if they are viewed as discouraging future takeover attempts. SEACOR Marine’s By-Laws include a forum selection clause, which could limit SEACOR Marine’s stockholders’ ability to obtain a favorable judicial forum for disputes with SEACOR Marine.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+0 added−1 removed21 unchanged
Biggest changeManagement will provide a comprehensive update to the Board of Directors on cybersecurity threats and risk mitigation at least annually, and more frequently as relevant.
Biggest changeUnder the direction and supervision of the Company’s Chief Financial Officer, the Company conducts periodic risk assessments, which include cybersecurity risks . Management provides a comprehensive update to the Board of Directors on cybersecurity threats and risk mitigation at least annually, and more frequently as relevant.
Once a cybersecurity incident is reported to the Board of Directors, the Board of Directors provides oversight of the Company’s response to such incident.
Once a cybersecurity incident is reported to the Board of Directors, the Board of Directors provides oversight of the Company’s response to such incident, including considerations around disclosure of the event.
Removed
Under the direction and supervision of the Company’s Chief Financial Officer, the Company conducts periodic risk assessments, which include cybersecurity risks. Senior management meets with the Board of Directors to review and discuss risk management on an annual basis.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

4 edited+0 added−0 removed5 unchanged
Biggest changeJesús Llorca 48 Executive Vice President and Chief Financial Officer since April 2, 2018. Prior to his appointment, Mr. Llorca was Executive Vice President of Corporate Development since June 1, 2017. Prior to the Spin-off, Mr. Llorca was a Vice President of SEACOR Holdings since 2007. From 2004 to 2007, Mr. Llorca worked in the corporate group of SEACOR Holdings.
Biggest changeJesús Llorca 49 Executive Vice President and Chief Financial Officer since April 2, 2018. Prior to his appointment, Mr. Llorca was Executive Vice President of Corporate Development since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings, Mr. Llorca was a Vice President of SEACOR Holdings since 2007. From 2004 to 2007, Mr.
Prior to 1997, Mr. Rossmiller held audit positions with Cooper Industries and with the accounting firm of Deloitte & Touche. Mr. Rossmiller attended the General Management Program at Harvard Business School and received his B.A from the University of Northern Iowa. Andrew H. Everett II 41 Senior Vice President, General Counsel and Secretary since January 22, 2018.
Prior to 1997, Mr. Rossmiller held audit positions with Cooper Industries and with the accounting firm of Deloitte & Touche. Mr. Rossmiller attended the General Management Program at Harvard Business School and received his B.A from the University of Northern Iowa. Andrew H. Everett II 42 Senior Vice President, General Counsel and Secretary since January 22, 2018.
From 2000 to 2004, Mr. Llorca worked at Nabors Drilling where he held various operational and management positions internationally. Mr. Llorca graduated from ICADE with degrees in business and law. Gregory Rossmiller 54 Senior Vice President and Chief Accounting Officer since April 17, 2018. Prior to his appointment, Mr.
Llorca worked in the corporate group of SEACOR Holdings. From 2000 to 2004, Mr. Llorca worked at Nabors Drilling where he held various operational and management positions internationally. Mr. Llorca graduated from ICADE with degrees in business and law. Gregory Rossmiller 55 Senior Vice President and Chief Accounting Officer since April 17, 2018. Prior to his appointment, Mr.
The name, age and positions held by each of SEACOR Marine’s current executive officers are as follows (age and position as of February 29, 2024): Name Age Position John Gellert 53 President, Chief Executive Officer and a director of SEACOR Marine since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings (the “Spin-off”), Mr.
The name, age and positions held by each of SEACOR Marine’s current executive officers are as follows (age and position as of February 26, 2025): Name Age Position John Gellert 54 President, Chief Executive Officer and a director of SEACOR Marine since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings Inc. (“SEACOR Holdings”), Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−1 removed3 unchanged
Biggest changePerformance Graph The chart and table below present a comparison of the cumulative total shareholder return, assuming $100 invested on December 31, 2018 for SEACOR Marine Holdings Inc., the Russell 2000 Index and the PHLX Oil Service Sector Index. Cumulative total shareholder return assumes reinvestment of dividends.
Biggest changeSecurity Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which notes that the information required by this Item will be incorporated herein by reference to the Company’s definitive proxy statement. 41 Performance Graph The chart and table below present a comparison of the cumulative total shareholder return, assuming $100 invested on December 31, 2019 for SEACOR Marine Holdings Inc., the Russell 2000 Index and the PHLX Oil Service Sector Index.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Company’s Common Stock SEACOR Marine’s Common Stock is traded on the NYSE under the trading symbol “SMHI.” As of February 25, 2024, there were 460 holders of record of Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STO CKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Company’s Common Stock SEACOR Marine’s Common Stock is traded on the NYSE under the trading symbol “SMHI”. As of February 23, 2025, there were 434 holders of record of Common Stock.
December 31, 2018 2019 2020 2021 2022 2023 SEACOR Marine Holdings Inc. $ 100 $ 117 $ 23 $ 29 $ 78 $ 107 Russell 2000 Index $ 100 $ 124 $ 146 $ 166 $ 131 $ 150 PHLX Oil Service Sector Index $ 100 $ 97 $ 55 $ 65 $ 104 $ 104 41 Issuer Repurchases of Equity Securities The following table provides information with respect to purchases by the Company of shares of its Common Stock during the fourth quarter of 2023: Period Total number of shares purchased Average price per share Total number of Shares Purchased as Part of a Publicly Announced Plan Maximum number of Shares that may be Purchased Under the Plan October 1, 2023 to October 31, 2023 — $ — — — November 1, 2023 to November 30, 2023 — $ — — — December 1, 2023 to December 31, 2023 — $ — — — Total — $ — — — ITEM 6. [RESERVED] 42
December 31, 2019 2020 2021 2022 2023 2024 SEACOR Marine Holdings Inc. $ 100 $ 20 $ 25 $ 66 $ 91 $ 48 Russell 2000 Index $ 100 $ 118 $ 135 $ 106 $ 121 $ 134 PHLX Oil Service Sector Index $ 100 $ 57 $ 67 $ 107 $ 107 $ 98 Issuer Repurchases of Equity Securities The following table provides information with respect to purchases by the Company of shares of its Common Stock during the fourth quarter of 2024: Period Total number of shares purchased Average price per share Total number of Shares Purchased as Part of a Publicly Announced Plan Maximum number of Shares that may be Purchased Under the Plan October 1, 2024 to October 31, 2024 — $ — — — November 1, 2024 to November 30, 2024 — $ — — — December 1, 2024 to December 31, 2024 — $ — — — Total — $ — — — ITEM 6. [RESERVED] 42
Removed
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which notes that the information required by this Item is incorporated herein by reference to the Company’s definitive proxy statement.
Added
Cumulative total shareholder return assumes reinvestment of dividends.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

96 edited+32 added−35 removed60 unchanged
Biggest changeIf market conditions decline further, or remain stagnant at current levels, 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. 46 Consolidated Resul ts of Operations For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics): 2023 2022 2021 Time Charter Statistics: Average Rates Per Day $ 16,375 $ 12,673 $ 11,712 Fleet Utilization 75 % 75 % 66 % Fleet Available Days 20,519 21,291 20,850 Operating revenues: Time charter $ 251,385 89 % $ 203,534 93 % $ 159,835 94 % Bareboat charter 1,460 1 % 1,374 1 % 4,033 2 % Other marine services 26,666 10 % 12,417 6 % 7,073 4 % 279,511 100 % 217,325 100 % 170,941 100 % Costs and Expenses: Operating: Personnel $ 81,770 29 % $ 77,782 36 % $ 59,920 35 % Repairs and maintenance 26,826 10 % 31,496 14 % 24,117 14 % Drydocking 6,598 2 % 18,160 8 % 6,347 4 % Insurance and loss reserves 9,956 4 % 9,962 5 % 8,667 5 % Fuel, lubes and supplies 17,187 6 % 19,289 9 % 12,033 7 % Other 17,313 6 % 15,296 7 % 16,322 10 % 159,650 57 % 171,985 79 % 127,406 75 % Lease expense 2,748 1 % 3,869 2 % 6,085 4 % Administrative and general 49,183 18 % 40,911 19 % 37,639 22 % Depreciation and amortization 53,821 19 % 55,957 26 % 57,395 34 % 265,402 95 % 272,722 125 % 228,525 134 % Gains on Asset Dispositions and Impairments, Net 21,409 8 % 1,398 1 % 20,436 12 % Operating Income (Loss) 35,518 13 % (53,999 ) (25 )% (37,148 ) (22 )% Other Expense, Net (39,589 ) (14 )% (16,079 ) (7 )% 43,775 26 % (Loss) Income from Continuing Operations Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies (4,071 ) (1 )% (70,078 ) (32 )% 6,627 4 % Income Tax Expense 8,799 3 % 8,582 4 % 11,493 7 % Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies (12,870 ) (5 )% (78,660 ) (36 )% (4,866 ) (3 )% Equity in Earnings of 50% or Less Owned Companies 3,556 1 % 7,011 3 % 15,078 9 % (Loss) Income from Continuing Operations (9,314 ) (3 )% (71,649 ) (33 )% 10,212 6 % Income on Discontinued Operations, Net of Tax — — % — — % 22,925 13 % Net (Loss) Income (9,314 ) (3 )% (71,649 ) (33 )% 33,137 19 % Net Income attributable to Noncontrolling Interests in Subsidiaries — — % 1 0 % 1 0 % Net (Loss) Income attributable to SEACOR Marine Holdings Inc. $ (9,314 ) (3 )% $ (71,650 ) (33 )% $ 33,136 19 % 47 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 States (primarily Gulf of Mexico) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 20,967 $ 14,612 $ 15,003 $ 18,937 $ 16,375 Fleet Utilization 45 % 87 % 76 % 88 % 75 % Fleet Available Days 4,443 6,935 5,829 3,312 20,519 Operating Revenues: Time charter $ 41,850 $ 87,729 $ 66,407 $ 55,399 $ 251,385 Bareboat charter — — — 1,460 1,460 Other marine services 17,678 2,582 4,345 2,061 26,666 59,528 90,311 70,752 58,920 279,511 Direct Costs and Expenses: Operating: Personnel $ 26,110 $ 20,434 $ 20,786 $ 14,440 $ 81,770 Repairs and maintenance 5,146 9,624 7,109 4,947 26,826 Drydocking 2,314 2,946 (99 ) 1,437 6,598 Insurance and loss reserves 3,752 1,727 3,638 839 9,956 Fuel, lubes and supplies 3,697 6,830 3,552 3,108 17,187 Other 1,427 10,072 3,961 1,853 17,313 42,446 51,633 38,947 26,624 159,650 Direct Vessel Profit $ 17,082 $ 38,678 $ 31,805 $ 32,296 $ 119,861 Other Costs and Expenses: Lease expense $ 536 $ 1,498 $ 360 $ 354 2,748 Administrative and general 49,183 Depreciation and amortization 14,685 15,346 14,760 9,030 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 209,262 $ 272,272 $ 267,079 $ 170,210 $ 918,823 Accumulated depreciation (99,137 ) (93,045 ) (94,708 ) (37,251 ) (324,141 ) $ 110,125 $ 179,227 $ 172,371 $ 132,959 $ 594,682 Total Assets (1) $ 142,264 $ 215,158 $ 199,174 $ 152,427 $ 709,023 (1) Total Assets exclude $71.3 million of corporate assets. 48 United States (primarily Gulf of Mexico) Africa and Europe Middle East and Asia (2) Latin America Total For the year ended December 31, 2022 Time Charter Statistics: Average Rates Per Day $ 19,876 $ 11,127 $ 10,003 $ 13,948 $ 12,673 Fleet Utilization 49 % 85 % 80 % 91 % 75 % Fleet Available Days 5,243 6,351 6,548 3,149 21,291 Operating Revenues: Time charter $ 51,272 $ 60,060 $ 52,080 $ 40,122 $ 203,534 Bareboat charter — — — 1,374 1,374 Other marine services 9,528 (163 ) 762 2,290 12,417 60,800 59,897 52,842 43,786 217,325 Direct Costs and Expenses: Operating: Personnel $ 25,201 $ 16,436 $ 22,376 $ 13,769 $ 77,782 Repairs and maintenance 7,049 9,229 8,111 7,107 31,496 Drydocking 8,978 2,339 6,569 274 18,160 Insurance and loss reserves 4,831 1,178 2,838 1,115 9,962 Fuel, lubes and supplies 3,345 8,022 5,089 2,833 19,289 Other 1,235 7,175 4,633 2,253 15,296 50,639 44,379 49,616 27,351 171,985 Direct Vessel Profit $ 10,161 $ 15,518 $ 3,226 $ 16,435 $ 45,340 Other Costs and Expenses: Lease expense $ 998 $ 1,691 $ 156 $ 1,024 3,869 Administrative and general 40,911 Depreciation and amortization 17,444 13,708 16,331 8,474 55,957 100,737 Gains on asset dispositions and impairments, net 1,398 Operating loss $ (53,999 ) As of December 31, 2022 Property and Equipment: Historical cost $ 232,740 $ 285,303 $ 286,745 $ 162,895 $ 967,683 Accumulated depreciation (101,503 ) (92,030 ) (89,444 ) (27,801 ) (310,778 ) $ 131,237 $ 193,273 $ 197,301 $ 135,094 $ 656,905 Total Assets (1) $ 174,081 $ 211,371 $ 215,497 $ 150,650 $ 751,599 (1) Total Assets exclude $64.0 million of corporate assets.
Biggest changeAs markets change, the impact of vessel impairments will be evaluated. 46 Consolidated Resul ts of Operations For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Average Rates Per Day $ 18,989 $ 16,375 $ 12,673 Fleet Utilization 67 % 75 % 75 % Fleet Available Days 19,895 20,519 21,291 Operating revenues: Time charter $ 254,320 94 % $ 251,385 89 % $ 203,534 93 % Bareboat charter 1,464 1 % 1,460 1 % 1,374 1 % Other marine services 15,577 5 % 26,666 10 % 12,417 6 % 271,361 100 % 279,511 100 % 217,325 100 % Costs and Expenses: Operating: Personnel $ 85,541 32 % $ 81,770 29 % $ 77,782 36 % Repairs and maintenance 40,385 15 % 26,826 10 % 31,496 14 % Drydocking 21,451 8 % 6,598 2 % 18,160 8 % Insurance and loss reserves 9,894 4 % 9,956 4 % 9,962 5 % Fuel, lubes and supplies 19,947 7 % 17,187 6 % 19,289 9 % Other 20,034 7 % 17,313 6 % 15,296 7 % 197,252 73 % 159,650 57 % 171,985 79 % Lease expense 1,678 1 % 2,748 1 % 3,869 2 % Administrative and general 44,713 16 % 49,183 18 % 40,911 19 % Depreciation and amortization 51,628 19 % 53,821 19 % 55,957 26 % 295,271 109 % 265,402 95 % 272,722 125 % Gains on Asset Dispositions and Impairments, Net 13,481 5 % 21,409 8 % 1,398 1 % Operating (Loss) Income (10,429 ) (4 )% 35,518 13 % (53,999 ) (25 )% Other Expense, Net (72,618 ) (27 )% (39,589 ) (14 )% (16,079 ) (7 )% Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies (83,047 ) (31 )% (4,071 ) (1 )% (70,078 ) (32 )% Income Tax (Benefit) Expense (2,615 ) (1 )% 8,799 3 % 8,582 4 % Loss Before Equity in Earnings of 50% or Less Owned Companies (80,432 ) (30 )% (12,870 ) (5 )% (78,660 ) (36 )% Equity in Earnings of 50% or Less Owned Companies 2,308 1 % 3,556 1 % 7,011 3 % Net Loss (78,124 ) (29 )% (9,314 ) (3 )% (71,649 ) (33 )% Net Income attributable to Noncontrolling Interests in Subsidiaries — — % — — % 1 0 % Net Loss attributable to SEACOR Marine Holdings Inc. $ (78,124 ) (29 )% $ (9,314 ) (3 )% $ (71,650 ) (33 )% 47 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 States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2024 Time Charter Statistics: Average Rates Per Day $ 23,076 $ 17,453 $ 17,285 $ 23,462 $ 18,989 Fleet Utilization 38 % 75 % 78 % 66 % 67 % Fleet Available Days 3,688 7,590 5,215 3,402 19,895 Operating Revenues: Time charter $ 31,991 $ 99,410 $ 70,346 $ 52,573 $ 254,320 Bareboat charter — — — 1,464 1,464 Other marine services 3,808 5,272 1,979 4,518 15,577 35,799 104,682 72,325 58,555 271,361 Direct Costs and Expenses: Operating: Personnel $ 24,459 $ 21,887 $ 24,132 $ 15,063 $ 85,541 Repairs and maintenance 6,618 13,537 13,047 7,183 40,385 Drydocking 8,604 4,774 2,796 5,277 21,451 Insurance and loss reserves 2,992 2,329 3,147 1,426 9,894 Fuel, lubes and supplies 3,351 7,197 4,184 5,215 19,947 Other 509 12,723 4,425 2,377 20,034 46,533 62,447 51,731 36,541 197,252 Direct Vessel (Loss) Profit $ (10,734 ) $ 42,235 $ 20,594 $ 22,014 $ 74,109 Other Costs and Expenses: Lease expense $ 555 $ 507 $ 301 $ 315 1,678 Administrative and general 44,713 Depreciation and amortization 12,334 17,497 13,276 8,521 51,628 98,019 Gains on asset dispositions and impairments, net 13,481 Operating loss $ (10,429 ) As of December 31, 2024 Property and Equipment: Historical cost $ 195,756 $ 325,000 $ 240,075 $ 139,583 $ 900,414 Accumulated depreciation (104,771 ) (121,320 ) (97,908 ) (43,449 ) (367,448 ) $ 90,985 $ 203,680 $ 142,167 $ 96,134 $ 532,966 Total Assets (1) $ 120,347 $ 241,278 $ 174,410 $ 117,475 $ 653,510 (1) Total Assets exclude $73.6 million of corporate assets. 48 United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 20,967 $ 14,612 $ 15,003 $ 18,937 $ 16,375 Fleet Utilization 45 % 87 % 76 % 88 % 75 % Fleet Available Days 4,443 6,935 5,829 3,312 20,519 Operating Revenues: Time charter $ 41,850 $ 87,729 $ 66,407 $ 55,399 $ 251,385 Bareboat charter — — — 1,460 1,460 Other marine services 17,678 2,582 4,345 2,061 26,666 59,528 90,311 70,752 58,920 279,511 Direct Costs and Expenses: Operating: Personnel $ 26,110 $ 20,434 $ 20,786 $ 14,440 $ 81,770 Repairs and maintenance 5,146 9,624 7,109 4,947 26,826 Drydocking 2,314 2,946 (99 ) 1,437 6,598 Insurance and loss reserves 3,752 1,727 3,638 839 9,956 Fuel, lubes and supplies 3,697 6,830 3,552 3,108 17,187 Other 1,427 10,072 3,961 1,853 17,313 42,446 51,633 38,947 26,624 159,650 Direct Vessel Profit $ 17,082 $ 38,678 $ 31,805 $ 32,296 $ 119,861 Other Costs and Expenses: Lease expense $ 536 $ 1,498 $ 360 $ 354 2,748 Administrative and general 49,183 Depreciation and amortization 14,685 15,346 14,760 9,030 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 209,262 $ 272,272 $ 267,079 $ 170,210 $ 918,823 Accumulated depreciation (99,137 ) (93,045 ) (94,708 ) (37,251 ) (324,141 ) $ 110,125 $ 179,227 $ 172,371 $ 132,959 $ 594,682 Total Assets (1) $ 142,264 $ 215,158 $ 199,174 $ 152,427 $ 709,023 (1) Total Assets exclude $71.3 million of corporate assets. 49 United States (primarily Gulf of America) Africa and Europe Middle East and Asia (2) Latin America Total For the year ended December 31, 2022 Time Charter Statistics: Average Rates Per Day $ 19,876 $ 11,127 $ 10,003 $ 13,948 $ 12,673 Fleet Utilization 49 % 85 % 80 % 91 % 75 % Fleet Available Days 5,243 6,351 6,548 3,149 21,291 Operating Revenues: Time charter $ 51,272 $ 60,060 $ 52,080 $ 40,122 $ 203,534 Bareboat charter — — — 1,374 1,374 Other marine services 9,528 (163 ) 762 2,290 12,417 60,800 59,897 52,842 43,786 217,325 Direct Costs and Expenses: Operating: Personnel $ 25,201 $ 16,436 $ 22,376 $ 13,769 $ 77,782 Repairs and maintenance 7,049 9,229 8,111 7,107 31,496 Drydocking 8,978 2,339 6,569 274 18,160 Insurance and loss reserves 4,831 1,178 2,838 1,115 9,962 Fuel, lubes and supplies 3,345 8,022 5,089 2,833 19,289 Other 1,235 7,175 4,633 2,253 15,296 50,639 44,379 49,616 27,351 171,985 Direct Vessel Profit $ 10,161 $ 15,518 $ 3,226 $ 16,435 $ 45,340 Other Costs and Expenses: Lease expense $ 998 $ 1,691 $ 156 $ 1,024 3,869 Administrative and general 40,911 Depreciation and amortization 17,444 13,708 16,331 8,474 55,957 100,737 Gains on asset dispositions and impairments, net 1,398 Operating loss $ (53,999 ) As of December 31, 2022 Property and Equipment: Historical cost $ 232,740 $ 285,303 $ 286,745 $ 162,895 $ 967,683 Accumulated depreciation (101,503 ) (92,030 ) (89,444 ) (27,801 ) (310,778 ) $ 131,237 $ 193,273 $ 197,301 $ 135,094 $ 656,905 Total Assets (1) $ 174,081 $ 211,371 $ 215,497 $ 150,650 $ 751,599 (1) Total Assets exclude $64.0 million of corporate assets.
Certain Components of Revenues and Expenses 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.
Certain Components of Revenues and Expenses The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of America; 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.
Financing Activities During 2023, net cash used by financing activities was $17.0 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $29.2 million; • the Company made payments for debt extinguishment of $131.6 million; • the Company made payments for debt extinguishment costs of $1.8 million; • the Company received proceeds from the issuance of long-term debt of $148.5 million; • the Company made payments on finance leases of $0.5 million; • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million; and • the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the ATM Program.
During 2023, net cash used by financing activities was $17.0 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $29.2 million; • the Company made payments for debt extinguishment of $131.6 million; • the Company made payments for debt extinguishment costs of $1.8 million; • the Company received proceeds from the issuance of long-term debt of $148.5 million; • the Company made payments on finance leases of $0.5 million; • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million; and • the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the ATM Program.
During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $38.2 million; • the Company made payments for debt extinguishment costs of $2.3 million; • the Company received $0.2 million proceeds from the exercise of stock options; 63 • the Company made payments on finance leases of $0.4 million; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.
During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $38.2 million; • the Company made payments for debt extinguishment costs of $2.3 million; 63 • the Company received $0.2 million proceeds from the exercise of stock options; • the Company made payments on finance leases of $0.4 million; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.
Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations when indicators of impairment are present.
The Company performs an impairment analysis of long-lived assets used in operations when indicators of impairment are present.
Investing Activities During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following: • capital expenditures were $10.6 million; • the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; • the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.
During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following: • capital expenditures were $10.6 million; 62 • the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and • the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.
On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above.
On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit 64 of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above.
Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business. 44 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 over the last five-to-ten years 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.
Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business. 44 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 over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows.
As of December 31, 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $10.7 million lower in 2023 compared with 2022.
As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $10.7 million lower in 2023 compared with 2022.
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).
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 segments, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels).
It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows. Related Party Transactions For a discussion of the Company’s transactions with related parties, see “Note 15.
It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows. Related Party Transactions For a discussion of the Company’s transactions with related parties, see “Note 14.
Actual results could differ from estimates and those differences may be material. For a summary of the Company’s accounting policies, see “Note 1. “Nature of Operations and Accounting Policies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which should be read in conjunction with this MD&A.
Actual results could differ from estimates and those differences may be material. For a summary of the Company’s accounting policies, see “Note 1. Nature of Operations and Accounting Policies” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K, which should be read in conjunction with this MD&A.
Loss on debt extinguishment was $2.0 million in 2023 due to the exchange of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility.
Loss on debt extinguishment was $2.0 million in 2023 due to the payoff of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility.
Debt Securities and Credit Agreements For a discussion of the Company’s debt securities and credit agreements, see “Note 6. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Conting encies MNOPF and MNRPF .
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 audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Conting encies MNOPF and MNRPF .
In addition, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC (the owner of the PSV SEACOR Marlin) and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million (see “Note 4.
In addition, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC (the owner of the PSV SEACOR Marlin) and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million (see “Note 3.
As of December 31, 2023, the estimated useful life of the Company’s new offshore support vessels was 20 years. 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.
As of December 31, 2024, the estimated useful life of the Company’s new offshore support vessels was 20 years. 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.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS O F FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2023, and its financial condition as of December 31, 2023 and 2022.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS O F FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) below presents the Company’s operating results for each of the three years in the period ended December 31, 2024, and its financial condition as of December 31, 2024 and 2023.
(“OVH”), on the other hand, were consummated (the “Framework Agreement Transactions”). 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. OSV Partners.
(“OVH”), on the other hand, were consummated (the “Framework Agreement Transactions”). 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.
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, institutional investors, 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.
While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, 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.
Administrative and general expenses were $8.3 million higher in 2023 compared with 2022 primarily due to increases in wages and benefits expenses of $3.6 million, increases in allowance for credit losses of $3.0 million and increases in professional fees of $1.3 million.
Administrative and general expenses were $8.3 million higher in 2023 compared with 2022 primarily due to increases in wages and benefits expenses of $3.6 million, increases in allowance for credit losses of $3.0 million and increases in professional fees of $1.3 million. Depreciation and amortization.
Charter revenues were $15.4 million higher in 2023 compared with 2022. Charter revenues were $11.0 million higher for the Regional Core Fleet primarily as a result of increased day rates and $4.4 million higher due to the repositioning of vessels between geographic regions. As of December 31, 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses.
Charter revenues were $11.0 million higher for the Regional Core Fleet primarily as a result of increased day rates and $4.4 million higher due to the repositioning of vessels between geographic regions. As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region. Direct Operating Expenses.
As of December 31, 2023, all invoices received related to MNOPF and MNRPF have been settled in full. 64 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.
As of December 31, 2024, all invoices received 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.
Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further lowering the demand for the Company’s existing offshore support vessel fleet.
Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further decreasing the demand for the Company’s existing offshore support vessel fleet.
The facility has now been paid in full. 62 During 2022, net cash provided by investing activities was $57.8 million primarily as a result of the following: • capital expenditures were $0.5 million; • 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; • the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables; • the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and • the Company deployed $28.8 million to acquire the loans under the MexMar Third A&R Facility Agreement and received $13.8 million of principal payments under such loan.
During 2022, net cash provided by investing activities was $57.8 million primarily as a result of the following: • capital expenditures were $0.5 million; • 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; • the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables; • the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and • the Company deployed $28.8 million to acquire the loans under the MexMar Third A&R Facility Agreement and received $13.8 million of principal payments under such loan.
Short and Long-Term Liquidity Requirements and Outlook The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $24.9 million in remaining capacity under the ATM Program, 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.
Short and Long-Term Liquidity Requirements and Outlook The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining capacity under the ATM Program, 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.
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.
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 the asset’s remaining useful life, typically the period until the next survey or certification date.
Factors that influence the level of offshore exploration and drilling activities include: • expectations as to future oil and natural gas commodity prices; • customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale; • expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy; • customer assessments of cost, geological opportunity and political stability in host countries; • worldwide demand for oil and natural gas; • the ability or willingness of OPEC to set and maintain production levels and pricing; • military conflicts and terrorism in oil producing regions, including the Middle East and Russia; • the level of oil and natural gas production by non-OPEC countries; • transitions to and demand for non-hydrocarbon based energy sources; • the relative exchange rates for the U.S. dollar; and • various U.S. and international government policies regarding exploration and development of oil and natural gas reserves.
Factors that influence the level of offshore exploration and drilling activities include: • expectations as to future oil and natural gas commodity prices; • customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale; • expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy; • customer assessments of cost, geological opportunity and political stability in host countries; • worldwide demand for oil and natural gas; • the ability or willingness of OPEC to set and maintain production levels and pricing; • military conflicts and terrorism in oil producing regions, including the Middle East and Russia; • the level of oil and natural gas production by non-OPEC countries; • transitions to and demand for non-hydrocarbon based energy sources; • the relative exchange rates for the U.S. dollar; and • various U.S. and international government policies regarding exploration and development of oil and natural gas reserves, which have been becoming increasingly unpredictable in recent years.
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.
After collection efforts have been exhausted, trade receivables that are deemed uncollectible are removed from both accounts receivable and the allowance for credit losses. 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.
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. 65 Business Combinations.
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. 65 Income Taxes.
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.
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 and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair.
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.
Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase as development of these forms of renewable energy expands.
See details below. 2023 compared with 2022 SEACOR Marine Arabia. The increase in equity earnings in 2023 from SEACOR Marine Arabia was due to increased day rates and utilization. 2022 compared with 2021 MexMar, OVH and SEACOR Marlin.
See details below. 2024 compared with 2023 SEACOR Marine Arabia. The decrease in equity earnings in 2024 from SEACOR Marine Arabia was due to decreased utilization. 2023 compared with 2022 SEACOR Marine Arabia. The increase in equity earnings in 2023 from SEACOR Marine Arabia was due to increased day rates and utilization. MexMar, OVH and SEACOR Marlin.
The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including the timing of an estimated market recovery in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels.
The Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, including changes in the offshore oil and natural gas markets and the timing and cost of reactivating cold-stacked vessels.
Charter revenues were $27.7 million higher in 2023 compared with 2022. Charter revenues were $16.4 million higher due to the repositioning of vessels between geographic regions and $12.1 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.8 million decrease due to net asset dispositions.
Charter revenues were $16.4 million higher due to the repositioning of vessels between geographic regions and $12.1 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.8 million decrease due to net asset dispositions.
During 2023, the Company recognized payroll related operating expenses of $1.5 million (£1.2 million) for its allocated share of the potential cumulative funding deficit, which the Company will be invoiced for during 2024 and 2025. Other.
During 2023, the Company recognized payroll related operating expenses of $1.5 million (£1.2 million) for its allocated share of the potential cumulative funding deficit, which the Company anticipated being invoiced for during 2024 and 2025.
Oil prices 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.
Oil prices steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but subsequently decreased to pre-conflict levels.
See “Note 17. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Leased-in Equipment. In addition to the Company’s owned fleet, it currently operates one leased-in vessel from a lessor under a bareboat charter arrangement that expires in 2024.
See “Note 16. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Leased-in Equipment. In addition to the Company’s owned fleet, it operated one leased-in vessel from a lessor under a bareboat charter arrangement that expired during 2024.
Specifically, the Company expects its primary cash requirements for fiscal year 2024 to be as follows: • Debt service — We expect to make principal and interest payments of approximately $59.9 million during fiscal year 2024 under our currently outstanding debt facilities based on interest rates at year end. • Capital expenditures — At this time, we expect capital expenditures of approximately $15.5 million for the installation of hybrid battery power systems and other capital expenditures. • Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.6 million during fiscal year 2024. • Lease payments — We expect to make lease payments of approximately $1.9 million for our operating and finance leases during fiscal year 2024 under our effective leases as of December 31, 2023.
Specifically, the Company expects its primary cash requirements for fiscal year 2025 to be as follows: • Debt service — We expect to make principal and interest payments of approximately $64.6 million during fiscal year 2025 under our currently outstanding debt facilities based on interest rates at year end. • Capital expenditures — At this time, we expect capital expenditures of approximately $41.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures. • Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.1 million during fiscal year 2025. • Lease payments — We expect to make lease payments of approximately $0.8 million for our operating and finance leases during fiscal year 2025 under our effective leases as of December 31, 2024.
Direct operating expenses were $4.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, $2.8 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions. 54 2022 compared with 2021 Operating Revenues.
Direct operating expenses were $4.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, $2.8 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions. Africa and Europe.
Direct operating expenses were $6.2 million lower due to the repositioning of vessels between geographic regions, and $4.5 million lower for the Regional Core Fleet primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods. 2022 compared with 2021 Operating Revenues . Charter revenues were $1.1 million lower in 2022 compared with 2021.
Direct operating expenses were $6.2 million lower due to the repositioning of vessels between geographic regions, and $4.5 million lower for the Regional Core Fleet primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods. Latin America.
Direct operating expenses were $6.1 million higher due to the repositioning of vessels between geographic regions, $1.9 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures, and $0.7 million lower due to net asset dispositions. 2022 compared with 2021 Operating Revenues. Charter revenues were $15.8 million higher in 2022 compared with 2021.
Direct operating expenses $8.0 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.9 million higher due to the repositioning of vessels between geographic regions. 2023 compared with 2022 Operating Revenues. Charter revenues were $15.4 million higher in 2023 compared with 2022.
Management continuously monitors the Company’s liquidity and compliance with covenants in its credit facilities. Future Cash Requirements The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments.
Future Cash Requirements The Company’s primary future cash requirements will be to fund operations, debt service, capital expenditures, employee retirement benefit plans, and lease payment obligations. In addition, the Company may use cash in the future to make strategic acquisitions or investments.
All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS. During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS.
All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis. During 2024, the Company recorded impairment charges of $3.7 million for other equipment. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS.
As a result, for purposes of segment reporting, European operations are now analyzed with Africa and reported as a consolidated segment and prior period information has been conformed to the new consolidated reporting segment. 50 The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics): AHTS FSV PSV Liftboats Other Activity Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 9,201 $ 11,273 $ 18,031 $ 37,523 $ — $ 16,375 Fleet Utilization 70 % 84 % 77 % 50 % — % 75 % Fleet Available Days 1,491 8,384 7,392 3,252 — 20,519 Operating Revenues: Time charter $ 9,610 $ 79,372 $ 101,978 $ 60,425 $ — $ 251,385 Bareboat charter — — 1,460 — — 1,460 Other marine services 936 1,076 3,078 17,801 3,775 26,666 10,546 80,448 106,516 78,226 3,775 279,511 Direct Costs and Expenses: Operating: Personnel $ 4,027 $ 20,408 $ 35,397 $ 20,432 $ 1,506 $ 81,770 Repairs and maintenance 1,498 8,479 12,497 4,383 (31 ) 26,826 Drydocking 1,356 4,050 1,325 (52 ) (81 ) 6,598 Insurance and loss reserves 307 1,363 2,212 6,027 47 9,956 Fuel, lubes and supplies 1,471 5,432 7,834 2,442 8 17,187 Other 1,450 6,523 7,765 1,542 33 17,313 10,109 46,255 67,030 34,774 1,482 159,650 Other Costs and Expenses: Lease expense $ 1,247 $ — $ — $ — $ 1,501 2,748 Administrative and general 49,183 Depreciation and amortization 1,020 19,779 16,480 16,395 147 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 12,669 $ 341,054 $ 301,523 $ 244,462 $ 19,115 $ 918,823 Accumulated depreciation (5,134 ) (142,429 ) (53,162 ) (104,626 ) (18,790 ) (324,141 ) $ 7,535 $ 198,625 $ 248,361 $ 139,836 $ 325 $ 594,682 51 AHTS FSV PSV Liftboats Other Activity (1) Total For the year ended December 31, 2022 Time Charter Statistics: Average Rates Per Day $ 8,975 $ 9,425 $ 13,246 $ 27,010 $ — $ 12,673 Fleet Utilization 69 % 85 % 76 % 55 % — % 75 % Fleet Available Days 2,098 8,518 7,300 3,285 90 21,291 Operating Revenues: Time charter $ 13,041 $ 68,324 $ 73,687 $ 48,482 $ — $ 203,534 Bareboat charter — — 1,374 — — 1,374 Other marine services (654 ) (667 ) 1,561 8,009 4,168 12,417 12,387 67,657 76,622 56,491 4,168 217,325 Direct Costs and Expenses: Operating: Personnel $ 4,428 $ 20,379 $ 33,470 $ 19,489 $ 16 $ 77,782 Repairs and maintenance 1,494 9,953 12,722 7,378 (51 ) 31,496 Drydocking (3 ) 3,166 3,065 11,932 — 18,160 Insurance and loss reserves 253 1,495 2,265 6,586 (637 ) 9,962 Fuel, lubes and supplies 1,017 6,100 8,015 4,139 18 19,289 Other 1,385 6,174 5,674 2,045 18 15,296 8,574 47,267 65,211 51,569 (636 ) 171,985 Other Costs and Expenses: Lease expense $ 1,649 $ — $ 777 $ — $ 1,443 3,869 Administrative and general 40,911 Depreciation and amortization 1,783 19,899 15,480 18,473 322 55,957 100,737 Gains on asset dispositions and impairments, net 1,398 Operating loss $ (53,999 ) As of December 31, 2022 Property and Equipment: Historical cost $ 27,838 $ 355,116 $ 297,331 $ 265,387 $ 22,011 $ 967,683 Accumulated depreciation (18,695 ) (130,869 ) (36,203 ) (103,402 ) (21,609 ) (310,778 ) $ 9,143 $ 224,247 $ 261,128 $ 161,985 $ 402 $ 656,905 (1) In 2022, the Company removed from service one specialty vessel in this class.
Regional statistics reflect the removed from service status of this vessel. 50 The following tables summarize the world-wide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics): AHTS FSV PSV Liftboats Other Activity Total For the year ended December 31, 2024 Time Charter Statistics: Average Rates Per Day $ 9,156 $ 12,901 $ 19,888 $ 42,665 $ — $ 18,989 Fleet Utilization 60 % 76 % 62 % 58 % — % 67 % Fleet Available Days 1,240 8,052 7,675 2,928 — 19,895 Operating Revenues: Time charter $ 6,831 $ 79,377 $ 95,133 $ 72,979 $ — $ 254,320 Bareboat charter — — 1,464 — — 1,464 Other marine services 232 2,070 7,098 4,757 1,420 15,577 7,063 81,447 103,695 77,736 1,420 271,361 Direct Costs and Expenses: Operating: Personnel $ 3,685 $ 22,193 $ 36,188 $ 24,586 $ (1,111 ) $ 85,541 Repairs and maintenance 1,052 16,523 15,443 7,342 25 40,385 Drydocking 789 3,200 9,677 7,785 — 21,451 Insurance and loss reserves 255 1,777 2,686 5,482 (306 ) 9,894 Fuel, lubes and supplies 800 5,592 9,437 4,118 — 19,947 Other 990 8,193 8,632 2,195 24 20,034 7,571 57,478 82,063 51,508 (1,368 ) 197,252 Other Costs and Expenses: Lease expense $ 346 $ — $ — $ — $ 1,332 1,678 Administrative and general 44,713 Depreciation and amortization 647 18,980 16,440 15,463 98 51,628 98,019 Gains on asset dispositions and impairments, net 13,481 Operating loss $ (10,429 ) As of December 31, 2024 Property and Equipment: Historical cost $ 948 $ 345,476 $ 290,478 $ 244,564 $ 18,948 $ 900,414 Accumulated depreciation (825 ) (161,212 ) (66,540 ) (120,192 ) (18,679 ) (367,448 ) $ 123 $ 184,264 $ 223,938 $ 124,372 $ 269 $ 532,966 51 AHTS FSV PSV Liftboats Other Activity Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 9,201 $ 11,273 $ 18,031 $ 37,523 $ — $ 16,375 Fleet Utilization 70 % 84 % 77 % 50 % — % 75 % Fleet Available Days 1,491 8,384 7,392 3,252 — 20,519 Operating Revenues: Time charter $ 9,610 $ 79,372 $ 101,978 $ 60,425 $ — $ 251,385 Bareboat charter — — 1,460 — — 1,460 Other marine services 936 1,076 3,078 17,801 3,775 26,666 10,546 80,448 106,516 78,226 3,775 279,511 Direct Costs and Expenses: Operating: Personnel $ 4,027 $ 20,408 $ 35,397 $ 20,432 $ 1,506 $ 81,770 Repairs and maintenance 1,498 8,479 12,497 4,383 (31 ) 26,826 Drydocking 1,356 4,050 1,325 (52 ) (81 ) 6,598 Insurance and loss reserves 307 1,363 2,212 6,027 47 9,956 Fuel, lubes and supplies 1,471 5,432 7,834 2,442 8 17,187 Other 1,450 6,523 7,765 1,542 33 17,313 10,109 46,255 67,030 34,774 1,482 159,650 Other Costs and Expenses: Lease expense $ 1,247 $ — $ — $ — $ 1,501 2,748 Administrative and general 49,183 Depreciation and amortization 1,020 19,779 16,480 16,395 147 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 12,669 $ 341,054 $ 301,523 $ 244,462 $ 19,115 $ 918,823 Accumulated depreciation (5,134 ) (142,429 ) (53,162 ) (104,626 ) (18,790 ) (324,141 ) $ 7,535 $ 198,625 $ 248,361 $ 139,836 $ 325 $ 594,682 52 AHTS FSV PSV Liftboats Other Activity (1) Total For the year ended December 31, 2022 Time Charter Statistics: Average Rates Per Day $ 8,975 $ 9,425 $ 13,246 $ 27,010 $ — $ 12,673 Fleet Utilization 69 % 85 % 76 % 55 % — % 75 % Fleet Available Days 2,098 8,518 7,300 3,285 90 21,291 Operating Revenues: Time charter $ 13,041 $ 68,324 $ 73,687 $ 48,482 $ — $ 203,534 Bareboat charter — — 1,374 — — 1,374 Other marine services (654 ) (667 ) 1,561 8,009 4,168 12,417 12,387 67,657 76,622 56,491 4,168 217,325 Direct Costs and Expenses: Operating: Personnel $ 4,428 $ 20,379 $ 33,470 $ 19,489 $ 16 $ 77,782 Repairs and maintenance 1,494 9,953 12,722 7,378 (51 ) 31,496 Drydocking (3 ) 3,166 3,065 11,932 — 18,160 Insurance and loss reserves 253 1,495 2,265 6,586 (637 ) 9,962 Fuel, lubes and supplies 1,017 6,100 8,015 4,139 18 19,289 Other 1,385 6,174 5,674 2,045 18 15,296 8,574 47,267 65,211 51,569 (636 ) 171,985 Other Costs and Expenses: Lease expense $ 1,649 $ — $ 777 $ — $ 1,443 3,869 Administrative and general 40,911 Depreciation and amortization 1,783 19,899 15,480 18,473 322 55,957 100,737 Gains on asset dispositions and impairments, net 1,398 Operating loss $ (53,999 ) As of December 31, 2022 Property and Equipment: Historical cost $ 27,838 $ 355,116 $ 297,331 $ 265,387 $ 22,011 $ 967,683 Accumulated depreciation (18,695 ) (130,869 ) (36,203 ) (103,402 ) (21,609 ) (310,778 ) $ 9,143 $ 224,247 $ 261,128 $ 161,985 $ 402 $ 656,905 (1) In 2022, the Company removed from service one specialty vessel in this class.
For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies.
Income Tax Expense For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
During 2021, net cash used by financing activities was $78.9 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $78.1 million; and • the Company made payments on debt extinguishment costs of $0.8 million; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.3 million.
Financing Activities During 2024, net cash used by financing activities was $15.3 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $24.3 million; • the Company made payments for debt extinguishment of $328.7 million; • the Company made payments for debt extinguishment costs of $3.7 million; • the Company received proceeds from the issuance of long-term debt of $345.2 million; • the Company received $0.1 million proceeds from the exercise of stock options; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $3.9 million.
As of December 31, 2023, the Company operated a diverse fleet of 58 support vessels, of which 55 were owned or leased-in and three were managed on behalf of unaffiliated third parties.
As of December 31, 2024, the Company operated a diverse fleet of 54 support vessels, of which 51 were owned and three were managed on behalf of unaffiliated third parties.
Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s ATM Program, which has approximately $24.9 million of authority remaining for sales.
Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s Prior ATM Program, which had approximately $24.9 million of authority remaining sales capacity as of December 31, 2024.
For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands): 2023 2022 2021 DVP: United States, primarily Gulf of Mexico $ 17,082 $ 10,161 $ 1,847 Africa and Europe, Continuing Operations 38,678 15,518 9,819 Middle East and Asia 31,805 3,226 10,043 Latin America 32,296 16,435 21,826 Operating, leased-in equipment (2,362 ) (2,384 ) (7,456 ) Administrative and general (excluding provisions for bad debts and amortization of share awards) (39,664 ) (35,825 ) (31,329 ) SEACOR Holdings management and guarantee fees — — (7 ) Other, net (excluding non-cash losses) — 755 168 Dividends received from 50% or less owned companies 2,241 3,057 5,332 80,076 10,943 10,243 Changes in operating assets and liabilities before interest and income taxes (38,743 ) (1,235 ) (9,092 ) Cash settlements on derivative transactions, net 577 (749 ) (2,150 ) Interest paid, excluding capitalized interest (1) (31,446 ) (25,244 ) (23,807 ) Interest received 1,444 784 1,302 Income taxes (paid) refunded, net (2,961 ) 885 32,759 Total cash flows provided by (used in) operating activities $ 8,947 $ (14,616 ) $ 9,255 (1) During 2023 and 2022, the Company had no capitalized interest.
For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands): 2024 2023 2022 DVP: United States, primarily Gulf of America $ (10,734 ) $ 17,082 $ 10,161 Africa and Europe 42,235 38,678 15,518 Middle East and Asia 20,594 31,805 3,226 Latin America 22,014 32,296 16,435 Operating, leased-in equipment (1,841 ) (2,362 ) (2,384 ) Administrative and general (excluding provisions for bad debts and amortization of share awards) (38,053 ) (39,664 ) (35,825 ) Other, net (excluding non-cash losses) 121 — 755 Dividends received from 50% or less owned companies 2,916 2,241 3,057 37,252 80,076 10,943 Changes in operating assets and liabilities before interest and income taxes (13,214 ) (38,743 ) (1,235 ) Cash settlements on derivative transactions, net 164 577 (749 ) Interest paid, excluding capitalized interest (1) (35,607 ) (31,446 ) (25,244 ) Interest received 1,768 1,444 784 Income taxes (paid) refunded, net (625 ) (2,961 ) 885 Total cash flows (used in) provided by operating activities $ (10,262 ) $ 8,947 $ (14,616 ) (1) During 2024, 2023 and 2022, the Company had no capitalized interest.
For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics): 2023 2022 2021 Time Charter Statistics: Rates Per Day Worked: FSV $ 13,636 $ 8,098 $ 7,707 PSV 20,314 15,615 15,415 Liftboats 24,450 25,277 38,241 Overall 18,937 13,948 16,035 Utilization: FSV 90 % 96 % 91 % PSV 89 % 94 % 87 % Liftboats 75 % 34 % 73 % Overall 88 % 91 % 86 % Available Days: FSV 730 730 730 PSV 2,467 2,279 2,251 Liftboats 115 140 417 Overall 3,312 3,149 3,397 Operating revenues: Time charter $ 55,399 94 % $ 40,122 92 % $ 46,934 87 % Bareboat charter 1,460 2 % 1,374 3 % 2,484 5 % Other marine services 2,061 4 % 2,290 5 % 4,278 8 % 58,920 100 % 43,786 100 % 53,696 100 % Direct operating expenses: Personnel 14,440 25 % 13,769 31 % 14,990 28 % Repairs and maintenance 4,947 8 % 7,107 16 % 7,250 14 % Drydocking 1,437 2 % 274 1 % 467 1 % Insurance and loss reserves 839 2 % 1,115 3 % 2,201 4 % Fuel, lubes and supplies 3,108 5 % 2,833 6 % 3,261 6 % Other 1,853 3 % 2,253 5 % 3,701 7 % 26,624 45 % 27,351 62 % 31,870 59 % Direct Vessel Profit $ 32,296 55 % $ 16,435 38 % $ 21,826 41 % 2023 compared with 2022 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: FSV $ 14,951 $ 13,636 $ 8,098 PSV 21,296 20,314 15,615 Liftboats 48,786 24,450 25,277 Overall 23,462 18,937 13,948 Utilization: FSV 94 % 90 % 96 % PSV 52 % 89 % 94 % Liftboats 99 % 75 % 34 % Overall 66 % 88 % 91 % Available Days: FSV 732 730 730 PSV 2,332 2,467 2,279 Liftboats 338 115 140 Overall 3,402 3,312 3,149 Operating revenues: Time charter $ 52,573 90 % $ 55,399 94 % $ 40,122 92 % Bareboat charter 1,464 2 % 1,460 2 % 1,374 3 % Other marine services 4,518 8 % 2,061 4 % 2,290 5 % 58,555 100 % 58,920 100 % 43,786 100 % Direct operating expenses: Personnel 15,063 26 % 14,440 25 % 13,769 31 % Repairs and maintenance 7,183 12 % 4,947 8 % 7,107 16 % Drydocking 5,277 9 % 1,437 2 % 274 1 % Insurance and loss reserves 1,426 2 % 839 2 % 1,115 3 % Fuel, lubes and supplies 5,215 9 % 3,108 5 % 2,833 6 % Other 2,377 4 % 1,853 3 % 2,253 5 % 36,541 62 % 26,624 45 % 27,351 62 % Direct Vessel Profit $ 22,014 38 % $ 32,296 55 % $ 16,435 38 % 2024 compared with 2023 Operating Revenues.
During 2021, capitalized interest included in purchases of property and equipment from continuing operations was $0.3 million. 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.
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.
Other marine services were $8.2 million higher primarily due to business interruption insurance revenue and higher mobilization revenues. As of December 31, 2023, the Company had two of 11 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with three of 14 vessels as of December 31, 2022. Direct Operating Expenses.
As of December 31, 2023, the Company had two of 11 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with three of 14 vessels as of December 31, 2022. Direct Operating Expenses. Direct operating expenses were $8.2 million lower in 2023 compared with 2022.
Direct operating expenses were $5.2 million higher due to net fleet additions and $2.7 million higher for the Regional Core Fleet primarily due to the timing of dry dockings and certain repair expenditures. Direct operating expenses were $1.9 million lower due to the repositioning of vessels between geographic regions.
Direct operating expenses were $6.1 million higher due to the repositioning of vessels between geographic regions, $1.9 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures, and $0.7 million lower due to net asset dispositions. 56 Middle East and Asia.
For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics): 2023 2022 2021 Time Charter Statistics: Rates Per Day Worked: AHTS $ 10,101 $ 9,994 $ 8,649 FSV 12,701 10,967 9,107 PSV 20,129 12,452 10,508 Liftboat — — 34,856 Overall 14,612 11,127 10,334 Utilization: AHTS 77 % 100 % 98 % FSV 91 % 88 % 75 % PSV 84 % 71 % 59 % Liftboat — % — % 78 % Overall 87 % 85 % 77 % Available Days: AHTS 1,095 1,095 1,095 FSV 3,650 3,439 3,322 PSV 2,190 1,817 883 Liftboat — — 249 Overall 6,935 6,351 5,549 Operating revenues: Time charter $ 87,729 97 % $ 60,060 100 % $ 44,268 103 % Other marine services 2,582 3 % (163 ) (0 )% (1,338 ) (3 )% 90,311 100 % 59,897 100 % 42,930 100 % Direct operating expenses: Personnel 20,434 23 % 16,436 28 % 13,903 32 % Repairs and maintenance 9,624 10 % 9,229 15 % 6,772 16 % Drydocking 2,946 3 % 2,339 4 % 1,159 3 % Insurance and loss reserves 1,727 2 % 1,178 2 % 1,353 3 % Fuel, lubes and supplies 6,830 8 % 8,022 13 % 4,109 10 % Other 10,072 11 % 7,175 12 % 5,815 14 % 51,633 57 % 44,379 74 % 33,111 77 % Direct Vessel Profit $ 38,678 43 % $ 15,518 26 % $ 9,819 23 % 55 2023 compared with 2022 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ 10,189 $ 10,101 $ 9,994 FSV 15,304 12,701 10,967 PSV 22,405 20,129 12,452 Overall 17,453 14,612 11,127 Utilization: AHTS 48 % 77 % 100 % FSV 83 % 91 % 88 % PSV 73 % 84 % 71 % Overall 75 % 87 % 85 % Available Days: AHTS 895 1,095 1,095 FSV 3,913 3,650 3,439 PSV 2,782 2,190 1,817 Overall 7,590 6,935 6,351 Operating revenues: Time charter $ 99,410 95 % $ 87,729 97 % $ 60,060 100 % Other marine services 5,272 5 % 2,582 3 % (163 ) (0 )% 104,682 100 % 90,311 100 % 59,897 100 % Direct operating expenses: Personnel 21,887 21 % 20,434 23 % 16,436 28 % Repairs and maintenance 13,537 13 % 9,624 10 % 9,229 15 % Drydocking 4,774 5 % 2,946 3 % 2,339 4 % Insurance and loss reserves 2,329 2 % 1,727 2 % 1,178 2 % Fuel, lubes and supplies 7,197 7 % 6,830 8 % 8,022 13 % Other 12,723 12 % 10,072 11 % 7,175 12 % 62,447 60 % 51,633 57 % 44,379 74 % Direct Vessel Profit $ 42,235 40 % $ 38,678 43 % $ 15,518 26 % 55 2024 compared with 2023 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit (loss) in the Middle East and Asia was as follows (in thousands, except statistics): 2023 2022 2021 Time Charter Statistics: Rates Per Day Worked: AHTS $ 5,547 $ 5,915 $ 5,732 FSV 9,095 7,954 7,493 PSV 11,826 9,119 7,595 Specialty — — 1,732 Liftboats 42,578 29,385 25,298 Overall 15,003 10,003 9,631 Utilization: AHTS 57 % 99 % 56 % FSV 84 % 92 % 80 % PSV 59 % 66 % 73 % Specialty — % — % 48 % Liftboats 98 % 63 % 100 % Overall 76 % 80 % 77 % Available Days: AHTS 365 365 365 FSV 2,909 3,254 3,613 PSV 1,825 2,109 2,095 Specialty — 90 365 Liftboats 730 730 730 Overall 5,829 6,548 7,168 Operating revenues: Time charter $ 66,407 94 % $ 52,080 99 % $ 53,146 99 % Other marine services 4,345 6 % 762 1 % 526 1 % 70,752 100 % 52,842 100 % 53,672 100 % Direct operating expenses: Personnel 20,786 29 % 22,376 42 % 22,191 41 % Repairs and maintenance 7,109 10 % 8,111 15 % 6,701 12 % Drydocking (99 ) (0 )% 6,569 13 % 2,639 5 % Insurance and loss reserves 3,638 5 % 2,838 5 % 2,481 5 % Fuel, lubes and supplies 3,552 5 % 5,089 10 % 3,459 6 % Other 3,961 6 % 4,633 9 % 6,158 11 % 38,947 55 % 49,616 94 % 43,629 81 % Direct Vessel Profit $ 31,805 45 % $ 3,226 6 % $ 10,043 19 % 2023 compared with 2022 Operating Revenues .
For the years ended December 31, the Company’s direct vessel profit in the Middle East and Asia was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ 7,734 $ 5,547 $ 5,915 FSV 8,506 9,095 7,954 PSV 15,907 11,826 9,119 Liftboats 45,801 42,578 29,385 Overall 17,285 15,003 10,003 Utilization: AHTS 91 % 57 % 99 % FSV 80 % 84 % 92 % PSV 64 % 59 % 66 % Liftboats 100 % 98 % 63 % Overall 78 % 76 % 80 % Available Days: AHTS 345 365 365 FSV 2,309 2,909 3,254 PSV 1,829 1,825 2,109 Specialty — — 90 Liftboats 732 730 730 Overall 5,215 5,829 6,548 Operating revenues: Time charter $ 70,346 97 % $ 66,407 94 % $ 52,080 99 % Other marine services 1,979 3 % 4,345 6 % 762 1 % 72,325 100 % 70,752 100 % 52,842 100 % Direct operating expenses: Personnel 24,132 34 % 20,786 29 % 22,376 42 % Repairs and maintenance 13,047 18 % 7,109 10 % 8,111 15 % Drydocking 2,796 4 % (99 ) (0 )% 6,569 13 % Insurance and loss reserves 3,147 4 % 3,638 5 % 2,838 5 % Fuel, lubes and supplies 4,184 6 % 3,552 5 % 5,089 10 % Other 4,425 6 % 3,961 6 % 4,633 9 % 51,731 72 % 38,947 55 % 49,616 94 % Direct Vessel Profit $ 20,594 28 % $ 31,805 45 % $ 3,226 6 % 2024 compared with 2023 Operating Revenues .
For the years ended December 31, the Company’s direct vessel profit (loss) in the U.S. was as follows (in thousands, except statistics): 2023 2022 2021 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ — $ 31,134 FSV 9,657 10,735 10,243 PSV 14,148 15,485 — Liftboats 34,451 26,232 14,980 Overall 20,967 19,876 16,866 Utilization: AHTS — % — % 18 % FSV 57 % 49 % 8 % PSV 62 % 69 % — % Liftboats (1) 34 % 53 % 25 % Overall 45 % 49 % 19 % Available Days: AHTS 31 638 730 FSV 1,095 1,095 1,057 PSV 910 1,095 115 Liftboats (1) 2,407 2,415 2,833 Overall 4,443 5,243 4,735 Operating revenues: Time charter $ 41,850 70 % $ 51,272 84 % $ 15,487 75 % Bareboat charter — — % — — % 1,549 8 % Other marine services 17,678 30 % 9,528 16 % 3,607 17 % 59,528 100 % 60,800 100 % 20,643 100 % Direct operating expenses: Personnel 26,110 44 % 25,201 41 % 8,836 43 % Repairs and maintenance 5,146 9 % 7,049 12 % 3,394 16 % Drydocking 2,314 4 % 8,978 15 % 2,082 10 % Insurance and loss reserves 3,752 6 % 4,831 8 % 2,632 13 % Fuel, lubes and supplies 3,697 6 % 3,345 5 % 1,204 6 % Other 1,427 2 % 1,235 2 % 648 3 % 42,446 71 % 50,639 83 % 18,796 91 % Direct Vessel Profit $ 17,082 29 % $ 10,161 17 % $ 1,847 9 % (1) In 2021, the Company removed from service four liftboats in this region.
For the years ended December 31, the Company’s direct vessel (loss) profit in the U.S. was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ — $ — FSV 10,249 9,657 10,735 PSV 13,797 14,148 15,485 Liftboats 35,911 34,451 26,232 Overall 23,076 20,967 19,876 Utilization: AHTS — % — % — % FSV 35 % 57 % 49 % PSV 49 % 62 % 69 % Liftboats 35 % 34 % 53 % Overall 38 % 45 % 49 % Available Days: AHTS — 31 638 FSV 1,098 1,095 1,095 PSV 732 910 1,095 Liftboats 1,858 2,407 2,415 Overall 3,688 4,443 5,243 Operating revenues: Time charter $ 31,991 89 % $ 41,850 70 % $ 51,272 84 % Other marine services 3,808 11 % 17,678 30 % 9,528 16 % 35,799 100 % 59,528 100 % 60,800 100 % Direct operating expenses: Personnel 24,459 68 % 26,110 44 % 25,201 41 % Repairs and maintenance 6,618 18 % 5,146 9 % 7,049 12 % Drydocking 8,604 24 % 2,314 4 % 8,978 15 % Insurance and loss reserves 2,992 8 % 3,752 6 % 4,831 8 % Fuel, lubes and supplies 3,351 10 % 3,697 6 % 3,345 5 % Other 509 2 % 1,427 2 % 1,235 2 % 46,533 130 % 42,446 71 % 50,639 83 % Direct Vessel (Loss) Profit $ (10,734 ) -30 % $ 17,082 29 % $ 10,161 17 % 2024 compared with 2023 Operating Revenues.
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.
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.
Direct operating expenses were $0.7 million lower in 2023 compared with 2022 primarily due to the timing of certain repair expenditures. 2022 compared with 2021 Operating Revenues. Charter revenues were $7.9 million lower in 2022 compared with 2021. Charter revenues were $11.1 million lower due to the repositioning of vessels between geographic regions.
Direct operating expenses were $11.3 million higher due to the repositioning of vessels between geographic regions, $0.4 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.9 million lower due to net asset dispositions. 2023 compared with 2022 Operating Revenues. Charter revenues were $27.7 million higher in 2023 compared with 2022.
During 2023, WTI oil prices reached a high of $94 per barrel and a low of $67 per barrel, ending the year in the $72 per barrel range.
During 2024, WTI oil prices reached a high of $87 per barrel and a low of $66 per barrel, ending the year at $72 per barrel.
Liftboats statistics reflect the removed from service status of these vessels. 53 Operating Income (Loss) United States, primarily Gulf of Mexico.
Other activity statistics reflect the removed from service status of this vessel. 53 Operating Income (Loss) United States, primarily Gulf of America.
The Company’s contractual long-term debt maturities as of December 31, 2023 are as follows (in thousands): Actual 2024 $ 28,365 2025 28,605 2026 152,405 2027 27,165 2028 110,257 Years subsequent to 2028 6,227 $ 353,024 As of December 31, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $84.1 million.
The Company’s contractual long-term debt maturities as of December 31, 2024 are as follows (in thousands): Actual 2025 $ 27,500 2026 30,000 2027 30,000 2028 30,000 2029 232,500 Years subsequent to 2029 — $ 350,000 61 As of December 31, 2024 and December 31, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $76.1 million and $84.1 million, respectively.
Interest expense was higher in 2023 compared to 2022 primarily due to a higher interest rate on the 2018 SMFH Credit Facility (which bore interest at a variable rate), a higher interest rate due to the refinancing of the 2018 SMFH Credit Facility with the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%), a higher interest rate due to the exchange of the Old Convertible Notes (which bore interest at a fixed rate of 4.25%) for the Guaranteed Notes and the New Convertible Notes (which bear interest at a fixed rate of 8.0% and 4.25%, respectively), and higher interest rates on other variable rate debt as a result of the interest rate environment.
Interest expense was higher in 2023 compared to 2022 primarily due to a higher interest rate on the 2018 SMFH Credit Facility (as defined below) (which bore interest at a variable rate), a higher interest rate due to the refinancing of the 2018 SMFH Credit Facility with the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%), a higher interest rate due to the exchange of $175.0 million in aggregate principal amount of SEACOR Marine’s convertible senior notes due 2023 (the “Old Convertible Notes”) (which bore interest at a fixed rate of 4.25%) for $90.0 million in aggregate principal amount of SEACOR Marine’s 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”) and $35.0 million aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”), and higher interest rates on other variable rate debt as a result of the interest rate environment.
During 2021, the Company recorded no impairment charges associated with its fleet. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 9.
During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 8.
Other marine services were $5.9 million higher primarily due to business interruption insurance revenue and higher management fees and liftboat catering revenues. As of December 31, 2022, the Company had three of 14 owned and leased-in vessels (one AHTS, one FSV, and one liftboat) cold-stacked in this region compared with four of 14 vessels as of December 31, 2021.
Other marine services were $13.9 million lower primarily due to non-recurring business interruption insurance revenue recorded in 2023 and lower mobilization revenues and management fees in 2024. As of December 31, 2024, the Company had two of 10 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 11 vessels as of December 31, 2023.
In addition, our fleet currently includes one leased-in vessel compared to three in 2022. Leased-in equipment expenses were $2.2 million lower for 2022 compared with 2021 primarily due to the impairment of one leased-in vessel during the third quarter of 2022. Administrative and general.
Leased-in equipment expenses were $1.1 million lower for 2023 compared with 2022 primarily due to the impairment of one leased-in vessel in 2022. Administrative and general.
(the “Sales Agent”), relating to the potential issuance and sale from time to time by SEACOR Marine 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 “Sales Agent”), relating to the issuance and sale from time to time by SEACOR Marine, as principal or through the Sales Agent, of shares of Common Stock having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”).
For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2023, the Company has estimated that their future undiscounted cash flows exceed their current carrying values.
Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2024, the Company has estimated that their future undiscounted cash flows exceed their current carrying values.
Direct Operating Expenses. Direct operating expenses were $7.3 million higher in 2023 compared with 2022.
Direct Operating Expenses. Direct operating expenses were $4.1 million higher in 2024 compared with 2023.
As of December 31, 2023, three of the Company’s 55 owned and leased-in vessels were cold-stacked worldwide, including one vessel classified as held for sale. Inflation The Company’s operations expose it to the effects of inflation.
As of December 31, 2024, two of the Company’s 51 owned vessels were cold-stacked worldwide. In addition, the Company had two vessels classified as held for sale as of December 31, 2024. Inflation The Company’s operations expose it to the effects of inflation.
Direct operating expenses were $7.5 million lower due to the repositioning of vessels between geographic regions, and $3.0 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures. Other Operating Expenses Lease Expense. Leased-in equipment expenses were $1.1 million lower compared with 2022 primarily due to the impairment of one leased-in vessel in 2022.
Direct operating expenses were $0.7 million lower in 2023 compared with 2022 primarily due to the timing of certain repair expenditures. Other Operating Expenses Lease Expense. Leased-in equipment expenses were $1.1 million lower compared with 2023 primarily due to having one leased-in vessels in 2024 compared to two in 2023.
Net derivative gains in 2022 decreased compared to 2021 due to the Company not having any open forward currency exchange contracts since the first quarter of 2021. Foreign currency gains (losses), net. Foreign currency losses in 2023 compared to foreign currency gains in 2022 were primarily due to the strengthening of the pound sterling in relation to the U.S. dollar.
Net derivative gains increased in 2023 compared with 2022 due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023. Foreign currency (losses) gains, net. Foreign currency losses in 2024 compared with 2023 decreased due to the strengthening of the U.S. dollar in relation to the pound sterling.
As of December 31, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $43.0 million. 61 For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands): 2023 2022 2021 Cash flows provided by or (used in): Operating Activities $ 8,947 $ (14,616 ) $ 9,255 Investing Activities 49,126 57,800 71,800 Financing Activities (16,990 ) (41,355 ) (79,180 ) Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents 3 (4 ) (22 ) Net Change in Cash, Restricted Cash and Cash Equivalents from Discontinued Operations — — (171 ) Net Change in Cash, Restricted Cash and Cash Equivalents $ 41,086 $ 1,825 $ 1,682 Operating Activities Cash flows provided by operating activities increased by $23.6 million in 2023 compared with 2022 primarily due to increases in day rates, which was partially offset by working capital timing.
For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands): 2024 2023 2022 Cash flows provided by or (used in): Operating Activities $ (10,262 ) $ 8,947 $ (14,616 ) Investing Activities 17,564 49,126 57,800 Financing Activities (15,293 ) (16,990 ) (41,355 ) Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents — 3 (4 ) Net Change in Cash, Restricted Cash and Cash Equivalents $ (7,991 ) $ 41,086 $ 1,825 Operating Activities Cash flows used in operating activities was $10.3 million in 2024, a decrease of $19.2 million compared to cash flows provided by operating activities of $8.9 million in 2023, primarily due to a decrease in utilization offset by changes in working capital.
As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region compared with one of 20 vessels as of December 31, 2021. 57 Direct Operating Expenses. Direct operating expenses were $6.0 million higher in 2022 compared with 2021.
As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $12.8 million higher in 2024 compared with 2023.
Debt Refinancing and Maturity Extension In September 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a $122.0 million senior secured term loan (the “2023 SMFH Credit Facility”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
(“SMFH”), as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a senior secured term loan of up to $391.0 million (the “2024 SMFH Credit Facility” and such agreement, the “2024 SMFH Credit Agreement”) with an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
Other marine services were $2.7 million higher primarily due to an immaterial change in the presentation of commission charges, which were reclassed from other marine services to other direct operating expenses. As of December 31, 2023, the Company has one of 19 owned and leased-in vessels (one AHTS) cold-stacked in this region that is classified as held for sale.
Other marine services were $2.7 million higher primarily due to higher mobilization revenues. As of December 31, 2024, the Company had no vessels cold-stacked in this region compared with one of 19 vessels that was classified as held for sale as of December 31, 2023. Direct Operating Expenses. Direct operating expenses were $10.8 million higher in 2024 compared with 2023.
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax For the years ended December 31, the Company’s equity in earnings (losses) from continuing operations of 50% or less owned companies, net of tax, was as follows (in thousands): 2023 2022 2021 SEACOR Marine Arabia $ 3,401 $ 1,671 $ 1,030 MexMar (1) $ — $ 2,133 $ 10,491 MEXMAR Offshore (2) — — 2,563 OVH (1) — 2,571 809 OSV Partners (3) — — (1,343 ) Other 155 636 1,528 $ 3,556 $ 7,011 $ 15,078 60 (1) On September 29, 2022, the Company sold its ownership in this joint venture to the majority shareholder.
For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies. 60 Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax For the years ended December 31, the Company’s equity in earnings operations of 50% or less owned companies, net of tax, was as follows (in thousands): 2024 2023 2022 SEACOR Marine Arabia $ 3,010 $ 3,401 $ 1,671 MexMar (1) $ — $ — $ 2,133 OVH (1) — — 2,571 Other (702 ) 155 636 $ 2,308 $ 3,556 $ 7,011 (1) On September 29, 2022, the Company sold its ownership in this joint venture to the majority shareholder.
Direct operating expenses were $8.2 million lower in 2023 compared with 2022.
Charter revenues were $2.8 million lower in 2024 compared with 2023.
Administrative and general expenses were $3.3 million higher in 2022 compared with 2021 primarily due to increases in wages and benefits expenses. Depreciation and amortization. Depreciation and amortization expenses were $2.1 million lower in 2023 compared with 2022 and $1.4 million lower in 2022 compared with 2021 primarily due to net fleet changes.
Depreciation and amortization expenses were $2.2 million lower in 2024 compared with 2023 and $2.1 million lower in 2023 compared with 2022 primarily due to net fleet changes. Gains (Losses) on Asset Dispositions and Impairments, Net.
From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof. As of December 31, 2023, the Company had unfunded capital commitments of $15.5 million for miscellaneous vessel equipment, including hybrid battery power systems.
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.
Other marine services were $1.2 million higher primarily due to the receipt of cash from the settlement of a mediation in our favor. As of December 31, 2022, the Company had no owned or leased-in vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $11.3 million higher in 2022 compared with 2021.
Other marine services were $2.5 million higher in 2024 compared with 2023 primarily due to higher catering revenues. As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region. 58 Direct Operating Expenses. Direct operating expenses were $9.9 million higher in 2024 compared with 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+2 added−3 removed4 unchanged
Biggest changeITEM 7A. Quantitative and Qualitat ive Disclosures about Market Risk With respect to the Company’s international business, the Company is exposed to foreign currency exchange rate fluctuations and exchange rate risks on charter hire contracts and operational expenses denominated in foreign currencies. To minimize the financial impact of these items, the Company attempts to contract its services in U.S. dollars.
Biggest changeITEM 7A. Quantitative and Qualitat ive Disclosures about Market Risk Foreign Currency Exchange Risk With respect to the Company’s international business, the Company is exposed to foreign currency exchange rate fluctuations and exchange rate risks on charter hire contracts and operational expenses denominated in foreign currencies.
In addition, the Company attempts to minimize the financial impact of these risks by matching the currency of the Company’s operating expenses with the currency of the revenue streams when considered appropriate.
To minimize the financial impact of these items, the Company attempts to contract its services in U.S. dollars. In addition, the Company attempts to minimize the financial impact of these risks by matching the currency of the Company’s operating expenses with the currency of the revenue streams when considered appropriate.
Removed
As of December 31, 2020, the Company had a foreign currency forward contract from which we recorded a loss of $0.9 million related to a £31.5 million swap that settled on January 12, 2021. The Company’s outstanding debt from continuing operations is primarily in fixed interest rate instruments or variable interest rate instruments.
Added
While the Company’s amount of exposure to revenue generated in floating rate foreign currencies is minimal, if the Company had significant foreign exchange transactions exposure, we may consider foreign currency hedging contracts. Interest Rate Risk The Company’s outstanding debt consists of a fixed interest rate instrument and the Company no longer has any variable interest rate instruments.
Removed
As of December 31, 2023, the Company had outstanding variable rate debt instruments (due 2028 through 2029) subject to interest rate fluctuations totaling $68.6 million that call for the Company to pay interest based on the London Interbank Offered Rate (“LIBOR”) plus applicable margins. The interest rates reset quarterly.
Added
As a result, the Company’s results of operations are not affected by interest rate fluctuations but the Company may not be able to take advantage of a decrease in prevailing rates. ITEM 8.
Removed
As of December 31, 2023, the average interest rate on these variable rate borrowings was 9.7%. For each 1% increase in each of the applicable LIBOR rate, the Company’s annual interest payments on variable rate borrowings would increase by approximately $0.7 million. As a result, the Company’s operations are not significantly affected by interest rate fluctuations. ITEM 8.

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