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What changed in SEACOR Marine Holdings Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of SEACOR Marine Holdings Inc.'s 2022 and 2023 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 2023 report.

+411 added−492 removedSource: 10-K (2024-02-29) vs 10-K (2023-03-06)

Top changes in SEACOR Marine Holdings Inc.'s 2023 10-K

411 paragraphs added · 492 removed · 330 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

84 edited+15 added−13 removed93 unchanged
Biggest changeOwned Fleet Owned Joint- Ventured (1) Leased - in Managed Total Average Age U.S.- Flag Foreign- Flag 2022 (2) 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 2020 PSV 15 27 — 1 43 4 1 14 FSV 26 5 1 1 33 8 8 18 Liftboats 14 — 1 — 15 13 12 2 AHTS 4 — 2 — 6 12 1 3 Specialty — 3 — — 3 — — — CTV - Discontinued Operations (4) 40 5 — — 45 10 — 40 CTV - Continuing Operations (4) 1 — — — 1 12 — 1 100 40 4 2 146 7 22 78 (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 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.
The Company’s FSV fleet includes vessels that have a passenger capacity of 36 to 150 and, on certain newer FSVs, include reclining seating, ambient lighting and other features to enhance comfort and marketability for passenger transport.
The Company’s FSV fleet includes vessels that have a passenger capacity of 36 to 150 and, on certain newer FSVs, include reclining seating, ambient lighting and other features to enhance the comfort and marketability of the FSV for passenger transport.
The Company believes that its vessels comply with these requirements. The National Invasive Species Act (“NISA”) was enacted in the U.S. in 1996 in response to growing reports of harmful organisms being released into U.S. waters through ballast water received in foreign ports.
The Company believes that its vessels comply with these requirements. The U.S. National Invasive Species Act (“NISA”) was enacted in 1996 in response to growing reports of harmful organisms being released into U.S. waters through ballast water received in foreign ports.
For oil and natural gas customers, the volatility of commodity prices and an increased focus on capital discipline ( e.g. , limiting spending to existing free cash flow and prioritizing returning money to shareholders) limit their field development and production activities which utilize the Company’s services, as these companies continue to focus on increasing or maintaining efficiency, controlling costs and delaying or abandoning exploration activity and facilities with less promise.
For oil and natural gas customers, the volatility of commodity prices and an increased focus on capital discipline ( e.g. , limiting spending to existing free cash flow and prioritizing returning money to shareholders) could limit their field development and production activities which utilize the Company’s services, as these companies continue to focus on increasing or maintaining efficiency, controlling costs and delaying or abandoning exploration activity and facilities with less promise.
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. 4 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. 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.
Included in the various requirements under MTSA and/or the ISPS Code are the following: • onboard installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; • onboard installation of ship security alert systems; 10 • the development of vessel security plans and facility security plans, as applicable; • the implementation of a Transportation Worker Identification Credential program in the U.S.; and • compliance with flag state security certification requirements.
Included in the various requirements under MTSA and/or the ISPS Code are the following: • onboard installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; • onboard installation of ship security alert systems; • the development of vessel security plans and facility security plans, as applicable; • the implementation of a Transportation Worker Identification Credential program in the U.S.; and • compliance with flag state security certification requirements.
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.
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 hull and machinery of most commercial vessels are classed by an international classification society authorized by its country of registry and subject to survey and inspection by shipping regulatory bodies. The international classification society certifies that a vessel is maintained in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS.
The hull and machinery of most commercial vessels are classed by an international classification society authorized by its country of registry and subject to survey and inspection by shipping regulatory bodies. The international classification society certifies that a vessel is maintained in accordance with the applicable rules and regulations of the vessel’s country of registry and SOLAS.
The Company’s corporate governance documents, including SEACOR Marine’s 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 and Code of Ethics are available, free of charge, on SEACOR Marine’s website or in print for stockholders who request a copy.
These conventions also limit the liability of the shipowner under certain circumstances, provided the discharge was not caused by the shipowner’s actual fault or intentional or reckless misconduct. 8 Vessels trading to countries that are parties to these conventions must provide evidence of insurance covering the liability of the owner.
These conventions also limit the liability of the shipowner under certain circumstances, provided the discharge was not caused by the shipowner’s actual fault or intentional or reckless misconduct. Vessels trading to countries that are parties to these conventions must provide evidence of insurance covering the liability of the owner.
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.
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.
In addition, the Company’s vessels are redeployed among its geographic regions, subject to flag restrictions, as changes in market conditions dictate. 3 The table below sets forth vessel types by geographic market as of December 31 for the indicated years.
In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate. 3 The table below sets forth vessel types by geographic market as of December 31 for the indicated years.
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, contractor and community engagement, health and safety, and community empowerment.
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.
MARPOL is the main international convention covering prevention of pollution of the marine environment by vessels from operational or accidental discharges. It is implemented in the U.S. pursuant to the Act to Prevent Pollution from Ships.
MARPOL is the main international convention covering prevention of marine pollution by vessels from operational or accidental discharges. It is implemented in the U.S. pursuant to the Act to Prevent Pollution from Ships.
As of December 31, 2022, 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.
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.
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 security plans and 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 red flag security plans and other procedures designed to address applicable security standards.
Certain of the Company's vessels are subject to the periodic inspection, survey, drydocking and maintenance requirements of the USCG, the American Bureau of Shipping (“ABS”) and other marine classification societies. Under provisions of the Merchant Marine Act of 1936 and Chapter 563 of Title 46 of the U.S.
Certain of the Company's vessels are subject to the periodic inspection, survey, drydocking and maintenance requirements of the USCG, the American Bureau of Shipping (“ABS”) and other marine classification societies. Under provisions of the Merchant Marine Act of 1936 (“Merchant Marine Act”) and Chapter 563 of Title 46 of the U.S.
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, 2022, 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, 2023, six of the 21 owned PSVs were equipped with hybrid battery power systems.
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 11 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 17 of our FSVs.
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. 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, continuing operations.
The Company maintains hull, liability and war risk, general liability, workers compensation and other customary insurance subject to various deductions, exclusions and coverage caps. The Company also conducts training, drills and safety awareness programs to promote a safe working environment and minimize and respond to hazards.
The Company maintains hull, liability and war risk, general liability, workers compensation and other customary insurance subject to various deductions, exclusions and coverage caps. The Company also conducts training, drills and safety awareness programs to promote a safe working environment and minimize and respond to hazards. See “Item 1A.
The Company’s fleet of AHTS has varying capabilities and supports offshore mooring activities in water depths ranging from 300 to 8,000 feet. Most modern AHTS are equipped with DP systems and can also carry drilling fluids and bulk products below-deck. As of December 31, 2022, all five of the Company’s owned and leased-in AHTS were equipped with DP-2.
The Company’s fleet of AHTS has varying capabilities and supports offshore mooring activities in water depths ranging from 300 to 8,000 feet. Most modern AHTS are equipped with DP systems and can also carry drilling fluids and bulk products below-deck. As of December 31, 2023, all four of the Company’s owned and leased-in AHTS were equipped with DP-2.
Risk Factors.” 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.
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 Company is proud of its diverse workforce and cross-cultural competences and, as of December 31, 2022, employed individuals from over 37 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 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.
As of December 31, 2022, the Company employed 1,286 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, 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, 2022, 30% 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, 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, 2022, 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, Nigeria and the North Sea.
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.
(2) As of December 31, 2022, 53 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.
(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.
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 and operated by U.S. citizens within the meaning of the Jones Act.
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.
In addition to its existing fleet, as of December 31, 2022, the Company has a construction project in progress for one U.S.-flag, DP-2 FSV with an uncertain delivery date as the Company, at its option, may defer its construction for an indefinite period of time.
In addition to its existing fleet of FSVs, as of December 31, 2023, the Company has a construction project in progress for one U.S.-flag, DP-2 FSV with an undetermined delivery date as the Company, at its option, may defer its construction for an indefinite period of time.
Seasonality is most pronounced for the liftboat fleet in the U.S. Gulf of Mexico and offshore support vessels in the Europe, Middle East and West Africa, with peak demand normally occurring during the summer months. As a consequence of this seasonality, the Company typically schedules drydockings or other repair and maintenance activity during the winter months.
Seasonality is most pronounced for the liftboat fleet in the United States and offshore support vessels in Europe, Middle East and West Africa, with peak demand normally occurring during the summer months. As a consequence of this seasonality, the Company typically schedules drydockings or other repair and maintenance activity during the winter months.
To facilitate compliance with the Jones Act, SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated By-Laws: (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 SEACOR Marine’s 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 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 of SEACOR Marine to make such reasonable determinations as may be necessary to ascertain such ownership and implement such limitations.
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.
Vessels are subject to the laws of the applicable jurisdiction as to ownership, registration, manning, environmental protection and safety. In addition, the Company’s vessels are subject to the requirements of a number of international conventions that are applicable to vessels depending on their jurisdiction of registration.
Vessels are subject to the laws of the applicable jurisdiction of registration regarding several matters, including ownership, manning, environmental protection and safety. In addition, the Company’s vessels are subject to the requirements of a number of international conventions that are applicable to vessels depending on their jurisdiction of registration.
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.
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.
As of December 31, 2022, three of the nine 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, three of the eight owned liftboats were equipped with DP-2, one with DP-1 and the remaining liftboats were not equipped with DP.
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, 2022, 21 of the 23 owned and leased-in 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, 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.
The Company is also subject to the requirements of the Occupational Safety and Health Act (“OSHA”), and comparable state laws and regulations that govern the protection of the health and safety of employees.
The Company is also subject to the requirements of the Occupational Safety and Health Act, and comparable state laws and regulations that govern the protection of the health and safety of employees. The Company is subject to regulation under the U.S.
The Sustainability Council is an internal committee that reports to the Nominating and Corporate Governance Committee of the Board of Directors and includes senior executives, operational heads, and safety and health, compliance, and human resources professionals, led by the Company’s Chief Executive Officer.
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.
Gulf of Mexico: PSV 3 3 2 FSV 5 4 7 Liftboats 7 6 12 AHTS 1 2 2 16 15 23 Africa and Europe, continuing operations: PSV 6 3 3 FSV 10 10 10 AHTS 3 3 3 Liftboat — — 1 CTV - Discontinued Operations — — 45 19 16 62 Middle East and Asia: PSV 5 7 10 FSV 8 9 9 Liftboats 2 2 2 CTV - Continuing Operations — — 1 AHTS 1 1 1 Specialty — 1 — 16 20 23 Latin America: PSV 7 22 28 FSV 2 7 7 Liftboats — 1 — Specialty — — 3 9 30 38 Total Foreign Fleet 44 66 123 Total Fleet 60 81 146 United States, primarily U.S.
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.
Risk Factors” of this Annual Report on Form 10-K. 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 applicable local law. A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S.
On January 12, 2021, the Company completed the sale of its Windcat Workboats CTV Business, comprised of 46 CTVs (45 active vessels and one vessel previously removed from service) located in Europe providing crew transfer to offshore wind farms. Middle East and Asia. As of December 31, 2022, 16 vessels were located in this region, all of which were owned.
On January 12, 2021, the Company completed the sale of its Windcat Workboats CTV Business, comprised of 46 CTVs (45 active vessels and one vessel previously removed from service) located in Europe providing crew transfer to offshore wind farms. Middle East and Asia.
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. 7 OPA 90 limits liability for responsible parties for non-tank vessels, such as the Company’s, to the greater of $1,200 per gross ton or $997,100.
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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 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. 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.
Code, the Company’s U.S.-flag vessels are subject to requisition, charter or purchase by the U.S. government under certain terms and conditions during a national emergency declared by Presidential Proclamation as described further in the risk factor under the heading “Under certain circumstances, the Company’s vessels are subject to requisition for ownership or use by governmental agencies” under “Item 1A.
Code, the Company’s U.S.-flag vessels are subject to requisition, charter or purchase by the U.S. government under certain terms and conditions during a national emergency as described further in “Item 1A. Risk Factors” under the heading “Under certain circumstances, the Company’s vessels are subject to requisition for ownership or use by governmental agencies” of this Annual Report on Form 10-K.
In 2020, the IMO proposed amendments to MARPOL that would require vessels to combine a technical and an operational approach to reduce their carbon intensity. The measures are aimed at reducing carbon intensity of international shipping by 40% by 2030, compared to 2008. For operation within the European Union (“E.U.”), the Company’s vessels need to meet the E.U.
In 2020, the IMO proposed amendments to MARPOL that would require vessels to combine a technical and an operational approach to reduce their carbon intensity. The measures are aimed at reducing carbon intensity of international shipping by 40% by 2030, compared to 2008.
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.
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.
The Company’s vessels in this area generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates, Qatar, Egypt and Israel. Latin America. As of December 31, 2022, nine vessels were located in this region, all of which were owned.
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.
The Company sometimes participates in joint venture arrangements in certain geographical locations in order to enhance marketing capabilities and facilitate operations in certain foreign markets allowing for the expansion of its fleet and operations while diversifying risks and reducing capital outlays associated with such expansion. 2022 2021 2020 United States, primarily U.S.
The Company sometimes participates in joint venture arrangements in certain geographical locations in order to enhance marketing capabilities and facilitate operations in certain foreign markets or if otherwise required by law allowing for the expansion of its fleet and operations while diversifying risks and reducing capital outlays associated with such expansion.
In light of the legislation described below, the 2013 VGP continues to apply to the Company’s U.S.-flag and foreign-flag commercial vessels that are at least 79 feet in length and operate within the three-mile territorial sea of the U.S.
The EPA issued the 2013 Vessel General Permit (“2013 VGP”) with an initial five-year term. In light of the legislation described below, the 2013 VGP continues to apply to the Company’s U.S.-flag and foreign-flag commercial vessels that are at least 79 feet in length and operate within the three-mile territorial sea of the U.S.
Gulf of Mexico. As of December 31, 2022, 16 vessels were located in this region, including 12 owned, two leased-in and two managed.
Gulf of Mexico. As of December 31, 2023, 13 vessels were located in this region, including 11 owned and two managed.
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.
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.
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).
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.
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. We no longer have specialty vessels in the active fleet.
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.
Ship Recycling Regulation (“E.U. SRR”) that requires survey and record of Inventory of Hazardous Materials (“IHM”).
SRR”) that requires survey and record of Inventory of Hazardous Materials (“IHM”).
The actual NOx limit is determined by a variety of factors, including the vessel’s construction date, the rated speed of the vessel’s engine, and the area in which the vessel is operating. More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”).
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.
The Company is subject to regulation under the Jones Act and related U.S. cabotage laws, which restrict ownership and operation of vessels in the U.S. coastwise trade (defined as trade between points in the U.S.), including the transportation of cargo.
Merchant Marine Act of 1920 (“Jones Act”) and related U.S. cabotage laws, which restrict ownership and operation of vessels in the U.S. coastwise trade (defined as trade between points in the U.S.), including the transportation of cargo.
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 EPA issued the 2013 Vessel General Permit (“2013 VGP”) with an initial five-year term.
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.
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, increasing offshore wind farm development, particularly in the U.S., has provided opportunities for the Company to work with new customers.
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.
(“MexMar”), and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”), and acquired 100% of the equity interest in SEACOR Marlin LLC.
On September 29, 2022, the Company sold its equity interests in Mantenimiento Express Marítimo, S.A.P.I. de C.V. (“MexMar”), and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”), and acquired 100% of the equity interest in SEACOR Marlin LLC.
As part of the Company’s ESG efforts and with the assistance of the Sustainability Council, the Company’s Chief Executive Officer has the primary responsibility for developing, managing, and executing the Company’s human capital strategy.
Additionally, the Company’s website features a dedicated section specifically focusing on its ESG efforts and its sustainable and responsible business practices. As part of the Company’s ESG efforts and with the assistance of the Sustainability Council, the Company’s Chief Executive Officer has the primary responsibility for developing, managing, and executing the Company’s human capital strategy.
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 Company’s health and safety programs, namely its SMS, are implemented to comply with applicable regulations and follow global standards, as well as address the specific hazards of the Company’s various work environments.
The Company’s health and safety programs, namely its SMS, are implemented to comply with applicable regulations and follow global standards, as well as address the specific hazards of the Company’s various work environments.
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.
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.
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.
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 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 officer from acting in the absence or disability of the Chairman of the Board of Directors, the Chief Executive Officer or the President of SEACOR Marine.
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.
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.
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.
Maritime Transportation Security Act of 2002 (“MTSA”), the USCG issued regulations in 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S.
Maritime Transportation Security Act of 2002 (“MTSA”), the USCG issued regulations in 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. Similarly, in December 2002, the IMO adopted amendments to SOLAS, known as the ISPS Code, creating a new chapter dealing specifically with maritime security.
In fiscal year 2022, the Company worked over 5.9 million man-hours across its global businesses, and recorded zero pollution incidents, five medical incidents, and a total recordable incident rate of 0.202. 11 COVID-19 Health Measures: The health and safety of the Company’s employees is its highest priority.
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.
For more information, see SEACOR Marine’s Third Amended and Restated Certificate of Incorporation and Third Amended and Restated 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.
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.
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.
The Company earns revenue primarily from the time charter and bareboat charter of vessels to customers. Since the Company charges customers based upon daily rates of hire, vessel revenues are recognized on a daily basis throughout the contract period.
Under a bareboat charter, the Company provides a vessel to a customer and the customer assumes responsibility for all operating expenses and assumes all risks of operation. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
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 the Nontank Vessel Response Plan Final Rule issued by the USCG in 2013, owners and operators of nontank vessels are required to prepare Nontank Vessel Response Plans. The Company expects its current pollution liability insurance to cover spill removal costs and damage, subject to coverage deductibles and limitations, including a cap of $1.0 billion.
The Company expects its current pollution liability insurance to cover spill removal costs and damage, subject to coverage deductibles and limitations, including a cap of $1.0 billion.
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.
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.
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.
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.
Risks of Foreign Operations For the years ended December 31, 2022, 2021, and 2020, 72%, 88%, and 89%, respectively, of the Company’s operating revenues from continuing operations and $7.0 million, $15.4 million and ($7.5) million, respectively, of the Company’s equity in earnings (losses) from 50% or less owned companies, net of tax, were derived from its foreign operations.
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.
During the year ended December 31, 2022, two customers, ExxonMobil and SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”), a joint venture that is 45% owned by a subsidiary of SEACOR Marine, through which vessels are in service to Saudi Aramco, were each responsible for over 10% of the Company’s consolidated operating revenues from continuing 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.
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”). Some of these countries have also adopted the 1992 Protocol to the 1969 Convention (the “1992 Protocol”).
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 utilizes several metrics to assess the performance of its health and safety policies, procedures, and initiatives, including pollution incidents, lost time incidents, medical incidents, and fatalities.
Among other periodic audits by flag states and customers, the Company is also audited annually by an independent classification society to confirm compliance with applicable regulations and standards. The Company utilizes several metrics to assess the performance of its health and safety policies, procedures, and initiatives, including pollution incidents, lost time incidents, medical incidents, and fatalities.
These vessels consist of a fleet of FSVs and PSVs that provide support for exploration and production activities primarily in Mexico and Guyana. From time to time, the Company’s vessels also work in Trinidad and Tobago, Brazil and Colombia. On September 29, 2022, the Company sold its equity interests in Mantenimiento Express Marítimo, S.A.P.I. de C.V.
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.
At United Nations climate change conferences over the past few decades, various countries have agreed to specific international accords or protocols to establish limitations on greenhouse gas emissions. In December 1997, the Kyoto Protocol was adopted pursuant to which member parties agreed to implement national programs to reduce emissions of greenhouse gases.
In December 1997, the Kyoto Protocol was adopted pursuant to which member parties agreed to implement national programs to reduce emissions of greenhouse gases. At the 2015 United Nations climate change conference in Paris, the U.S. and various other countries adopted the Paris Agreement, which seeks to reduce emissions in an effort to slow global warming.
The Company regularly conducts management reviews, audits, and inspections onboard its vessels and shore side locations to ensure compliance with applicable regulations, policies, and procedures. The Company is also audited annually by an independent classification society to confirm compliance with applicable regulations and standards.
For the Company’s onshore employees, the Company has enhanced remote working capabilities as well as other arrangements. The Company regularly conducts management reviews, audits, and inspections onboard its vessels and shore side locations to ensure compliance with applicable regulations, policies, and procedures.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeMaterial 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; • COVID-19 pandemic and its impact on the price of oil, demand for oil, and demand for services; • COVID-19 pandemic, epidemics and other outbreaks and their impact and disruption to business operations and workforce; • restrictions and limitations imposed by credit facilities on operating and financial flexibility; • debt structure; • replacement of the London Interbank Offered Rate with the Secured Overnight Financing Rate (or other alternative reference rate); • 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; • 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; • 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; • changes in climate change, environmental regulations and environmental expectations; 13 • 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.
Biggest changeMaterial 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.
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. The Company’s business has high fixed costs.
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.
The Company also depends on its information technology infrastructure to capture knowledge of its business including its vessel operation systems containing information about vessel positioning and scheduling; to monitor its vessel maintenance and engine systems; to coordinate its business across its bases of operation including cargo delivery and equipment tracking; and to communicate within its organization and with customers, suppliers, partners and other third parties.
The Company also depends on its information technology infrastructure to capture knowledge of its business including its vessel operation systems containing information about vessel positioning and scheduling; monitor its vessel maintenance and engine systems; to coordinate its business across its bases of operation including cargo delivery and equipment tracking; and communicate within its organization and with customers, suppliers, partners and other third parties.
The trading price of the Company’s Common Stock may be volatile and subject to wide price fluctuations in response to various factors including: • market conditions in the broader stock market; • the Company’s capital structure and liquidity; • commodity prices and in particular prices of oil and natural gas; • actual or anticipated fluctuations in the Company’s quarterly financial condition and results of operations; • introduction of new equipment or services by the Company or its competitors; • issuance of new or changed securities analysts’ reports or recommendations; • purchases and sales of large blocks of the Company’s Common Stock and the frequency and volume with which the Common Stock trades on the New York Stock Exchange; • additions or departures of key personnel; • the ability or willingness of OPEC to set and maintain production levels for oil; • oil and natural gas production levels by non-OPEC countries; • regulatory or political developments; • litigation and governmental investigations; and • changing economic conditions.
The trading price of the Company’s Common Stock may be volatile and subject to wide price fluctuations in response to various factors including: • market conditions in the broader stock market; • the Company’s capital structure and liquidity; • commodity prices and in particular prices of oil and natural gas; • actual or anticipated fluctuations in the Company’s quarterly financial condition and results of operations; • introduction of new equipment or services by the Company or its competitors; • issuance of new or changed securities analysts’ reports or recommendations; • purchases and sales of large blocks of the Company’s Common Stock and the frequency and volume with which the Common Stock trades on the New York Stock Exchange (“NYSE”); • additions or departures of key personnel; • the ability or willingness of OPEC to set and maintain production levels for oil; • oil and natural gas production levels by non-OPEC countries; • regulatory or political developments; • litigation and governmental investigations; and • changing economic conditions.
While the Company takes various precautions and has enhanced controls around its 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 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.
For these reasons, further changes in regulation could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 22 The Outer Continental Shelf Lands Act, as amended, provides the federal government with broad discretion in regulating the leasing of offshore resources for the production of oil and natural gas.
For these reasons, further changes in regulation could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Outer Continental Shelf Lands Act, as amended, provides the federal government with broad discretion in regulating the leasing of offshore resources for the production of oil and natural gas.
The per share redemption price may be paid, as determined by SEACOR Marine’s Board of Directors, by cash, promissory notes, warrants or a combination thereof. Such excess shares shall not be accorded any voting, dividend or distribution rights until they have ceased to be excess shares, provided that they have not been already redeemed by SEACOR Marine.
The per share redemption price may be paid, as determined by the Board of Directors, by cash, promissory notes, warrants or a combination thereof. Such excess shares shall not be accorded any voting, dividend or distribution rights until they have ceased to be excess shares, provided that they have not been already redeemed by SEACOR Marine.
The Company may be faced with significant monetary damages or injunctive relief against it that which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects should it fail to prevail in certain matters. Negative publicity may adversely impact the Company.
The Company may be faced with significant monetary damages or injunctive relief against it that which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects should it fail to prevail in certain matters. 36 Negative publicity may adversely impact the Company.
In addition, regulatory developments may restrict or limit the Company’s access to certain countries or curtail the Company’s services. 24 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.
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.
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.
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.
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. 23 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. There are risks associated with climate change, environmental regulations and evolving environmental expectations.
As a result, capital appreciation in the price of SEACOR Marine’s Common Stock, if any, will be investor's only source of gain or income on an investment in SEACOR Marine’s Common Stock. 34 General Risk Factors Difficult economic conditions and volatility in the capital markets could materially adversely affect the Company.
As a result, capital appreciation in the price of SEACOR Marine’s Common Stock, if any, will be investor's only source of gain or income on an investment in SEACOR Marine’s Common Stock. General Risk Factors Difficult economic conditions and volatility in the capital markets could materially adversely affect the Company.
There can be no assurance that the Company will be able to access the capital markets to provide funding for future operations that would require additional capital beyond the Company’s current existing available capital on terms acceptable or favorable to the Company. The Company engages in hedging activities which exposes it to risks.
There can be no assurance that the Company will be able to access the capital markets to provide funding for future operations that would require additional capital beyond the Company’s current existing available capital on terms acceptable or favorable to the Company. 35 The Company engages in hedging activities which exposes it to risks.
There could also be a negative reaction in the price of the Company’s Common Stock due to a loss of investor confidence in the Company and the reliability of its financial statements. It cannot be assumed that the Company will not have another material weakness in its internal controls over financial reporting in the future.
There could also be a negative reaction in the price of the Company’s Common Stock due to a loss of investor confidence in the Company and the reliability of its financial statements. It cannot be assumed that the Company will not have a material weakness in its internal controls over financial reporting in the future.
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.
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.
The per share redemption price may be paid, as determined by SEACOR Marine’s 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.
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.
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; • civil unrest and the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities involving the Middle East, Russia, Venezuela, other oil-producing regions or other geographic areas or acts of terrorism in the U.S. or elsewhere; • 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; 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.
Further, data protection laws apply to the Company in certain countries in which the Company does business. Specifically, the E.U. General Data Protection Regulation (the “GDPR”), increased penalties up to a maximum of 4% of global annual turnover for breach of the regulation.
Data protection laws apply to the Company in certain countries in which the Company does business. Specifically, the E.U. General Data Protection Regulation (the “GDPR”), increased penalties up to a maximum of 4% of global annual turnover for breach of the regulation.
Furthermore, the Company competes with companies that have undergone significant restructuring which has substantially reduced their debt levels thereby vastly improving their balance sheets. 18 The process of obtaining new charter agreements is highly competitive and generally involves an intensive screening and a competitive bidding process, which, in certain cases, may extend for several months.
Furthermore, the Company competes with companies that have undergone significant capital restructuring which has substantially reduced their debt levels thereby vastly improving their balance sheets. The process of obtaining new charter agreements is highly competitive and generally involves an intensive screening and a competitive bidding process, which, in certain cases, may extend for several months.
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 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; • 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; 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.
Many of the Company’s existing credit facilities impose, and its future credit facilities may impose, restrictions, such as negative covenants and maintenance of financial ratio covenants, which may limit the Company’s operating and financial flexibility.
The Company’s existing credit facilities impose, and its future credit facilities may impose, restrictions, such as negative covenants and maintenance of financial ratio covenants, which may limit the Company’s operating and financial flexibility.
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.
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 industry is highly competitive, with intense price competition and highly sensitive to the supply of vessel capacity. Expansion of the supply of vessels and equipment that serve offshore oil and natural gas operations in the decade prior to 2017 increased competition in the Company’s markets and affected prices charged by operators.
The Company’s industry is highly competitive, with intense price competition and highly sensitive to the supply of vessel capacity. For example, expansion of the supply of vessels and equipment that serve offshore oil and natural gas operations in the decade prior to 2017 increased competition in the Company’s markets and affected prices charged by operators.
On April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company.
For example, on April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company.
The NTSB further determined that contributing to the loss of life on the vessel were the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts.
The NTSB further determined that contributing to the loss of life on the vessel was the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts.
Further, the refurbishment of disused or “mothballed” vessels, conversion of vessels from uses other than oil and natural gas exploration and production support and related activities or construction of new vessels and equipment could add vessel and equipment capacity to current worldwide levels.
Additionally, the refurbishment of disused or “mothballed” vessels, conversion of vessels from uses other than oil and natural gas exploration and production support and related activities or construction of new vessels and equipment could add vessel and equipment capacity to current worldwide levels.
Since developing offshore oil fields, particularly in deep waters, is one of the most expensive sources of hydrocarbons and providing transportation and logistics services to these markets is the largest component of the Company’s business, the Company is particularly exposed to depressed oil and natural gas prices that last for some period of time.
Since developing offshore oil fields, particularly in deep waters, is one of the most capital intensive sources of hydrocarbons and providing transportation and logistics services to these markets is the largest component of the Company’s business, the Company is particularly exposed to depressed oil and natural gas prices that last for some period of time.
The loss of services of one or more of its executive officers or key management personnel could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 36 ITEM 1B. UNRESOLV ED STAFF COMMENTS None. ITEM 2.
The loss of services of one or more of its executive officers or key management personnel could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 37 ITEM 1B. UNRESOLV ED STAFF COMMENTS None.
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.
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.
As of December 31, 2022, the Company has $363.8 million of outstanding indebtedness, including $90.0 million in aggregate principal amount of the Company’s 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”), $35.0 million in aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”) and obligations under secured notes and credit facilities secured by mortgages on various vessels.
As of December 31, 2023, the Company has $353.0 million of outstanding indebtedness, including $90.0 million in aggregate principal amount of the Company’s 8.0% / 9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”), $35.0 million in aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”) and obligations under credit facilities secured by mortgages on various vessels.
Moreover, various international conventions and federal, state or international laws have significantly increased their regulation of vessel fuel and emissions in recent years, and this trend is likely to continue. Any of these developments, requirements or initiatives could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Moreover, various international conventions and federal, state or international laws have significantly increased their regulation of vessel fuel and emissions in recent years, and the Company expects this trend to continue. Any of these developments, requirements or initiatives 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 restrictions could result in the lenders accelerating all amounts due under the credit facility and potentially trigger a cross-default or acceleration of the Company’s other credit facilities. There are risks associated with the Company’s debt structure.
Failure to comply with these restrictions could result in the lenders accelerating all amounts due under the credit facility and potentially trigger a cross-default or acceleration of the Company’s other credit facilities. There are risks associated with the Company’s indebtedness.
In addition, most of the Company’s contracts with its customers can be canceled on relatively short notice and do not commit its customers to acquire specific amounts of services or require the payment of significant liquidated damages upon cancellation.
Additionally, most of the Company’s contracts with its customers can be canceled on relatively short notice and do not commit its customers to acquire specific amounts of services or require the payment of significant liquidated damages upon cancellation.
As of December 31, 2022, the average age of the Company’s owned vessels was approximately nine 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, 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.
The Company has and may continue to need to invest in upgrading its operating and financial systems. In addition, the Company may have to recruit additional well‑qualified shoreside administrative and management personnel. The Company may not be able to hire suitable employees. For example, the Company’s operations require technically skilled staff with specialized training.
The Company has and may continue to need to invest in upgrading its operating and financial systems. In addition, the Company may have to recruit additional well‑qualified shoreside administrative and management personnel. The Company may not be able to hire suitable employees. For example, the Company’s operations require technically skilled staff with specialized training. Competition for these employees is intense.
The Merchant Marine Act of 1936 provides that, during a national emergency declared by presidential proclamation or a period for which the U.S.
The Merchant Marine Act provides that, during a national emergency declared by presidential proclamation or a period for which the U.S.
The volume of work contributed by each region changes periodically due to a number of factors including how active each region is, how many vessels are working in each region and the changing regulatory landscape of the applicable region.
The volume of work contributed by each region changes periodically due to a number of factors including how active each region is, how many vessels are working in each region and the changing political, economic or regulatory landscape of the applicable region.
The prolonged material downturn in oil and natural gas prices until the recent recovery experienced in 2021 caused a substantial decline in expenditures for exploration, development and production activity, which resulted in a decline in demand and lower rates for the Company’s offshore energy support services and, in turn, lower utilization levels over the last five years.
The prolonged material downturn in oil and natural gas prices until the recent recovery experienced in 2021 caused a substantial decline in expenditures for exploration, development and production activity, which resulted in a decline in demand and lower rates for the Company’s offshore energy support services and, in turn, lower utilization levels.
The Company may be required to incur higher than expected costs to return previously cold-stacked vessels to class. As of December 31, 2022, three of 58 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, 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.
Department of Homeland Security, MARAD, CBP, BSEE, the EPA and various other foreign, state or local environmental protection agencies for those jurisdictions in which the Company operates, and to regulation by various international bodies and classification societies (such as the American Bureau of Shipping).
Department of Homeland Security, MARAD, CBP, BSEE, the EPA and various other foreign, state or local environmental protection agencies for those jurisdictions in which the Company operates, and to regulation by various international bodies and classification societies (such as ABS).
While spending on the Company’s services has steadily improved, the Company’s overall fleet utilization for the years ended December 31, 2022, 2021 and 2020, was 75%, 66% and 55%, respectively.
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.
Although activity levels and day rates have recovered somewhat in 2021 and 2022, continued under-investment by our customers or a new decrease in activity could once again reduce the Company’s day rates and its utilization, which would in turn have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Although activity levels and day rates have recovered somewhat over the past few years, continued under-investment by our customers or a new decrease in activity could once again reduce the Company’s day rates and its utilization, which would in turn have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
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 63% of the consolidated revenues from continuing operations in 2022.
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.
For instance, among other prior issuances of the Company’s Common Stock, in December 2021, the Company issued 1,567,935 shares of Common Stock as merger and related consideration to purchase the remaining equity and subordinated debt interests in SEACOR OSV Partners I LP that the Company did not already own.
For instance, among other prior issuances of the Company’s Common Stock, in December 2021, the Company issued 1,567,935 shares of Common Stock as merger and related consideration to purchase the remaining equity and subordinated debt interests in SEACOR OSV Partners I LP, a Delaware limited partnership (“OSV Partners I”), that the Company did not already own.
For instance, for the years ended December 31, 2022, 2021, and 2020, approximately 28%, 12% and 11%, respectively, of the Company’s operating revenues were earned in the U.S.
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.
The Company’s failure to pay or refinance its current or future debt under a credit facility when it becomes due could lead to the acceleration of all amounts due under such facility and potentially trigger a cross-default or acceleration of the Company’s other credit facilities.
The Company’s failure to pay or refinance its current or future debt under a credit facility when it becomes due could potentially trigger a cross-default or acceleration of the Company’s other credit facilities.
The Company operates vessels and transacts other business worldwide. For the years ended December 31, 2022, 2021 and 2020, 72%, 88% and 89%, respectively, of the Company’s operating revenues and $7.0 million, $15.4 million and ($7.5 million), respectively, of its equity in earnings (losses) from 50% or less owned companies, net of tax, were derived from foreign operations.
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.
Maintenance downtime or low productivity due to reduced demand can have a significant negative effect on the Company’s operating results and financial condition. Some of the Company’s fixed costs will not decline during periods of reduced revenue or activity.
The Company’s business has high fixed costs, including administrative and general expenses. Maintenance downtime or low productivity due to reduced demand can have a significant negative effect on the Company’s operating results and financial condition. Some of the Company’s fixed costs will not decline during periods of reduced revenue or activity.
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 (for example, due to a serious accident or release) 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, 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.
The market for qualified personnel is highly competitive, particularly in the last year, and global and/or regional conflicts, such as the conflict between Russia and Ukraine, may further reduce or restrict the availability of qualified personnel, particularly with respect to certain technical and engineering positions, including marine officers.
The market for qualified personnel is highly competitive, particularly in the last few years, and global and/or regional conflicts, such as the conflict between Russia and Ukraine and the conflicts in the Middle East, may further reduce or restrict the availability of qualified personnel or the willingness of qualified personnel to operate in certain regions, particularly with respect to certain technical and engineering positions, including marine officers.
The Company competes for business on the basis of price, reputation for excellent service, quality, suitability and technical capabilities of its vessels, availability of vessels, safety and efficiency, cost of mobilizing vessels from one market to a different market, and national flag preference.
The Company competes for business on the basis of price, reputation for excellent service, quality, suitability and technical capabilities of its vessels, availability of vessels, safety and efficiency (including with respect to fuel usage and carbon emissions), cost of mobilizing vessels from one market to a different market, and national flag preference.
The Company is subject to other reporting and corporate governance requirements, including the requirements of the New York Stock Exchange (“NYSE”), and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon the Company.
The Company is subject to other reporting and corporate governance requirements, including the requirements of the NYSE, and certain provisions of the Sarbanes-Oxley Act and the regulations promulgated thereunder, which impose significant compliance obligations upon the Company.
Moreover, the Company may not be able to fully reduce the cost of its support operations in a particular geographic region due to the need to support the remaining vessels in that region.
Moreover, the Company may not be able to fully reduce the cost of its support operations in a particular geographic region due to the need to support the remaining vessels in that region or otherwise reduce its administrative and general expenses.
Prolonged periods of low utilization or low day or charter rates, the sale of assets below their then carrying value or the decline in market value of the Company’s assets may cause the Company to record additional impairments.
The Company may record additional losses or impairment charges related to sold or idle vessels. Prolonged periods of low utilization or low day or charter rates, the sale of assets below their then carrying value or the decline in market value of the Company’s assets may cause the Company to record additional impairments.
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. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital 17 Resources” for additional information.
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 risks posed by the COVID-19 pandemic or another epidemic could not only materially adversely affect the demand for the Company’s services but could also impact the Company’s ability to provide such services, either of which could have a material adverse effect on the Company’s business.
The risks posed by a public health emergency could not only materially adversely affect the demand for the Company’s services but could also impact the Company’s ability to provide such services, either of which could have a material adverse effect on the Company’s business.
Factors such as global and/or regional conflicts, such as the conflict between Russia and Ukraine, pandemic responses, commodity prices and demand for commodities, interest rates, availability of credit, inflation rates, changes in laws (including laws relating to taxation, such as amendments to provisions of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) that permit us to carryback NOLs not permitted prior to adoption of the act), trade barriers, currency exchange rates and controls, significant economic downturns or recessions and national and international political circumstances (including wars, terrorist acts, security operations or pandemics) can have a material negative impact on the Company’s business and investments, which could reduce its revenues and profitability.
Factors such as global and/or regional conflicts, such as the conflict between Russia and Ukraine and the hostilities in the Middle East, pandemic responses, commodity prices and demand for commodities, interest rates, availability of credit, inflation rates, changes in laws (including laws relating to taxation), trade barriers, currency exchange rates and controls, significant economic downturns or recessions and national and international political circumstances (including wars, terrorist acts, security operations or pandemics) can have a material negative impact on the Company’s business and investments, which could reduce its revenues and profitability.
Adverse effects of the COVID-19 pandemic or another epidemic could exacerbate many of the other risks set forth in this “Risk Factors” section and the Company’s other SEC filings, such as those relating to the Company’s financial performance and debt obligations and ability to crew its vessels.
Adverse effects of a public health emergency could exacerbate many of the other risks set forth in this “Risk Factors” section and the Company’s other SEC filings, such as those relating to the Company’s financial performance and debt obligations and ability to crew its vessels.
In addition, the pressures of inflation have increased its costs of labor over the past year or so and will likely continue to do so.
In addition, the pressures of inflation have led to increased costs of labor over the past few years and will likely continue to do so.
During the years ended December 31, 2022, 2021, and 2020, the Company’s ten largest customers accounted for approximately 63%, 76% and 76%, respectively, of its operating revenues.
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.
An oversupply of vessels and equipment capacity in the offshore marine market could lower charter rates and result in lower operating revenues, which in turn could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
While the Company does not anticipate any significant expansion of the supply of vessels in the near-term, any oversupply of vessels and equipment capacity in the offshore marine market could lower charter rates and result in lower operating revenues, 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 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.
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).
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.
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.
If there are indications that the carrying value of any of the Company’s vessels may not be recoverable or if the Company sells assets for less than their carrying value, the Company may recognize additional impairment charges on its fleet. There is a high level of competition in the offshore marine service industry.
If there are indications that the carrying value of any of the Company’s vessels or other tangible assets may not be recoverable or if the Company sells assets for less than their carrying value, the Company may recognize additional impairment charges on its fleet.
Business—Governmental Regulations —Regulatory Compliance.” The Company is required by various governmental and quasi-governmental agencies to obtain, maintain and periodically renew certain permits, licenses and certificates with respect to its operations or vessels.
Business—Governmental Regulations—Regulatory Compliance” of this Annual Report on Form 10-K. The Company is required by various governmental and quasi-governmental agencies to obtain, maintain and periodically renew certain permits, licenses and certificates with respect to its operations or vessels.
Furthermore, if at any point the Company or any of the entities that directly or indirectly own its vessels cease to satisfy the requirements to be a U.S. citizen within the meaning of the Jones Act, the Company would become ineligible to operate in the U.S. coastwise trade and may become subject to penalties and risk forfeiture of its vessels. 28 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.
Furthermore, if at any point the Company or any of the entities that directly or indirectly own its vessels cease to satisfy the requirements to be a U.S. citizen within the meaning of the Jones Act, the Company would become ineligible to operate in the U.S. coastwise trade and may become subject to penalties and risk forfeiture of its vessels.
Any substantial issuance of Common Stock, including Common Stock issuable upon the conversion of the New Convertible Notes, could significantly affect the trading price of the Company’s Common Stock. 32 If securities or industry analysts do not publish research or reports about the Company’s business, if they adversely change their recommendations regarding the Company’s stock or if the Company’s results of operations do not meet their expectations, the Company’s stock price and trading volume could decline.
If securities or industry analysts do not publish research or reports about the Company’s business, if they adversely change their recommendations regarding the Company’s stock or if the Company’s results of operations do not meet their expectations, the Company’s stock price and trading volume could decline.
On November 3, 2022, the NTSB publicly released its final report, as adopted on October 18, 2022, which determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits.
The NTSB’s report determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits.
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.
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.
During the year ended December 31, 2022, two customers, ExxonMobil and SEACOR Marine Arabia, a joint venture through which vessels are chartered to Saudi Aramco, were together responsible for 32% or more of the Company’s operating revenues from continuing operations. In addition, one or more of the Company's joint ventures may rely primarily on a single customer for their 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.
The loss of business from any of the Company’s significant customers could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
The loss of business from any of the Company’s significant customers, whether temporary or permanent, the result of competition, military conflict or changes in consumer preferences, could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Numerous civil lawsuits have been filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by the third parties.
The USCG’s report is consistent with the determinations of the NTSB. Numerous civil lawsuits were filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by third parties.
Nearly all injury and death claims in the Limitation Action for which the Company has financial exposure have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance.
All injury and death claims in the Limitation Action for which the Company has financial exposure have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance. Failure to maintain an acceptable safety record may have an adverse impact on the Company’s ability to retain customers.
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.
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.
In addition, an investor’s percentage ownership in the Company will be diluted if any of the holders of the New Convertible Notes exercise their right to convert the principal amount of their outstanding notes, in whole or in part, into shares of Common Stock.
As of December 31, 2023, remaining capacity under the ATM Program was approximately $24.9 million. 32 In addition, an investor’s percentage ownership in the Company will be diluted if any of the holders of the New Convertible Notes exercise their right to convert the principal amount of their outstanding notes, in whole or in part, into shares of Common Stock or if holders the Company’s outstanding warrants exercise their warrants.
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.
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.
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.
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.
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.
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.
In order to effectively compete in certain foreign jurisdictions, the Company seeks to establish joint ventures with local operators or strategic partners. As a U.S. corporation, the Company is subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or maintaining business.
As a U.S. corporation, the Company is subject to the regulations imposed by the FCPA, which generally prohibits U.S. companies and their intermediaries from making improper payments to foreign officials for the purpose of obtaining or maintaining business. The Company has stringent policies and procedures in place to enforce compliance with the FCPA.
Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 could have a material adverse effect on the Company. The Company’s internal controls were initially developed when it was a subsidiary of SEACOR Holdings Inc. (“SEACOR Holdings”).
Failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 could have a material adverse effect on the Company.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties 37 Item 3. Legal Proceedings 37 Item 4. Mine Safety Disclosures 37 Executive Officers of the Registrant 38 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 39
Biggest changeItem 2. Properties 39 Item 3. Legal Proceedings 39 Item 4. Mine Safety Disclosures 39 Executive Officers of the Registrant 40 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 41

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThere is significant uncertainty regarding the impact the incident will have on the Company’s reputation and the resulting possible impact on the Company’s business. In the normal course of its business, the Company becomes involved in various other litigation matters including, among other things, claims by third parties for alleged property damages and personal injuries.
Biggest changeITEM 3. LEGAL PROCEEDINGS In the normal course of its business, the Company becomes involved in various litigation matters including, among others, claims by third parties for alleged property damages and personal injuries.
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 could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
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 adverse effect on the Company’s business, consolidated financial position, results of operations, cash flows and prospects.
Removed
ITEM 3. LEGAL PROCEEDINGS On April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company.
Removed
The incident also resulted in the constructive total loss of the SEACOR Power. The Company is responsible for the salvage operations related to the vessel in coordination with the USCG. The salvage operations are substantially complete and the Company expects salvage costs to be covered by insurance proceeds.
Removed
The capsizing of the SEACOR Power garnered significant attention from the media as well as local, state and federal politicians. The NTSB and the USCG have each conducted an investigation to determine the cause of the incident. The Company has and will continue to fully cooperate with the investigations in all respects.
Removed
On November 3, 2022, the NTSB publicly released its final report, as adopted on October 18, 2022, which determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits.
Removed
The NTSB further determined that contributing to the loss of life on the vessel were the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts.
Removed
The USCG is also expected to release a report on its investigation although the timing of such release is uncertain. Numerous civil lawsuits have been filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by the third parties.
Removed
On June 2, 2021, the Company filed a Limitation of Liability Act complaint in federal court in the Eastern District of Louisiana (“Limitation Action”), which had the effect of enjoining all existing civil lawsuits and requiring the plaintiffs to file their claims relating to the capsizing of the SEACOR Power in the Limitation Action.
Removed
Nearly all injury and death claims in the Limitation Action for which the Company has financial exposure have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe name, age and positions held by each of SEACOR Marine’s current executive officers are as follows (age and position as of March 6, 2023): Name Age Position John Gellert 52 President, Chief Executive Officer and a director of SEACOR Marine since June 1, 2017. Prior to the Spin-off, Mr.
Biggest changeThe 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.
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 40 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 41 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 53 Senior Vice President and Chief Accounting Officer since April 17, 2018. Prior to his appointment, Mr.
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.
Jesús Llorca 47 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.
Jesús 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.
Prior to his appointment, Mr. Everett was an associate in the Global Corporate Group of Milbank LLP from 2008 until 2018. Mr. Everett received his J.D. from Boston College Law School and B.S. from Bentley University. 38 PART II
Prior to his appointment, Mr. Everett was an associate in the Global Corporate Group of Milbank LLP from 2008 until 2018. Mr. Everett received his J.D. from Boston College Law School and B.S. from Bentley University. 40 PART II
ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 37 EXECUTIVE OFFICERS OF THE REGISTRANT Officers of SEACOR Marine serve at the pleasure of the Board of Directors.
ITEM 4. MINE SAF ETY DISCLOSURES Not applicable. 39 EXECUTIVE OFFICERS OF THE REGISTRANT Officers of SEACOR Marine serve at the pleasure of the Board of Directors.
Gellert serves as a member of the Executive Committee of International Support Vessel Owners Association, a member of the board of directors of Offshore Marine Service Association, an ex-officio member of the Executive Committee of National Ocean Industries Association, and a member of the Executive Council at Cohesive Capital Management, L.P. Mr. Gellert graduated from Harvard College.
Gellert serves as a member of the Executive Committee of International Support Vessel Owners Association, a member of the board of directors of Offshore Marine Service Association, former chairman of National Ocean Industries Association, and a member of the Executive Council at Cohesive Capital Management, L.P. Mr. Gellert graduated from Harvard College.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIssuer 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 2022: 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, 2022 to October 31, 2022 — $ — — — November 1, 2022 to November 30, 2022 — $ — — — December 1, 2022 to December 31, 2022 — $ — — — Total — $ — — — ITEM 6. [RESERVED] 39
Biggest changeDecember 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
Any payment of future dividends will be at the discretion of SEACOR Marine’s Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current and anticipated capital requirements, plans for expansion, level of indebtedness and legal and contractual restrictions, including the provisions of the Company’s other then-existing indebtedness.
Any payment of future dividends will be at the discretion of the Board of Directors and will depend upon, among other factors, the Company’s earnings, financial condition, current and anticipated capital requirements, plans for expansion, level of indebtedness and legal and contractual restrictions, including the provisions of the Company’s other then-existing indebtedness.
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 27, 2023, there were 482 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 25, 2024, there were 460 holders of record of Common Stock.
The payment of future cash dividends, if any, would be made only from assets legally available.
The payment of future cash dividends, if any, would be made only from assets legally available. Securities Authorized for Issuance Under Equity Compensation Plans For certain information concerning securities authorized for issuance under the Company’s equity compensation plans, see “Item 12.
Added
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
Performance 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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 40 Overview 40 Recent Developments 40 Trends Affecting the Offshore Marine Business 42 Certain Components of Revenues and Expenses 43 Consolidated Results of Operations 45 Liquidity and Capital Resources 60 Debt Securities and Credit Agreements 63 Effects of Inflation 64 Contingencies 64 Related Party Transactions 64 Critical Accounting Policies and Estimates 64 Item 7A.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 43 Overview 43 Recent Developments 43 Trends Affecting the Offshore Marine Business 44 Certain Components of Revenues and Expenses 45 Consolidated Results of Operations 47 Liquidity and Capital Resources 61 Debt Securities and Credit Agreements 64 Contingencies 64 Related Party Transactions 65 Critical Accounting Policies and Estimates 65 Item 7A.
Quantitative and Qualitative Disclosures About Market Risk 68
Quantitative and Qualitative Disclosures About Market Risk 67

Item 7. Management's Discussion & Analysis

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

116 edited+33 added−104 removed42 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. 44 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): 2022 2021 2020 Time Charter Statistics: Average Rates Per Day $ 12,673 $ 11,712 $ 10,905 Fleet Utilization 75 % 66 % 55 % Fleet Available Days 21,291 20,850 22,250 Operating revenues: Time charter $ 203,534 93 % $ 159,835 94 % $ 133,454 94 % Bareboat charter 1,374 1 % 4,033 2 % 2,855 2 % Other marine services 12,417 6 % 7,073 4 % 5,528 4 % 217,325 100 % 170,941 100 % 141,837 100 % Costs and Expenses: Operating: Personnel $ 77,782 36 % $ 59,920 35 % $ 48,348 34 % Repairs and maintenance 31,496 14 % 24,117 14 % 14,661 10 % Drydocking 18,160 8 % 6,347 4 % 4,269 3 % Insurance and loss reserves 9,962 5 % 8,667 5 % 5,763 4 % Fuel, lubes and supplies 19,289 9 % 12,033 7 % 8,128 6 % Other 15,296 7 % 16,322 10 % 9,976 7 % 171,985 79 % 127,406 75 % 91,145 64 % Lease expense 3,869 2 % 6,085 4 % 7,525 5 % Administrative and general 40,911 19 % 37,639 22 % 40,051 28 % Depreciation and amortization 55,957 26 % 57,395 34 % 57,167 40 % 272,722 125 % 228,525 134 % 195,888 138 % Gains (Losses) on Asset Dispositions and Impairments, Net 1,398 1 % 20,436 12 % (17,588 ) (12 )% Operating Loss (53,999 ) (25 )% (37,148 ) (22 )% (71,639 ) (51 )% Other Expense, Net (16,079 ) (7 )% 43,775 26 % (26,468 ) (19 )% (Loss) Income from Continuing Operations Before Income Tax Expense (Benefit) and Equity in Earnings (Losses) of 50% or Less Owned Companies (70,078 ) (32 )% 6,627 4 % (98,107 ) (69 )% Income Tax Expense (Benefit) 8,582 4 % 11,493 7 % (22,924 ) (16 )% Loss from Continuing Operations Before Equity in Earnings (Losses) of 50% or Less Owned Companies (78,660 ) (36 )% (4,866 ) (3 )% (75,183 ) (53 )% Equity in Earnings (Losses) of 50% or Less Owned Companies 7,011 3 % 15,078 9 % (8,163 ) (6 )% (Loss) Income from Continuing Operations (71,649 ) (33 )% 10,212 6 % (83,346 ) (59 )% Income on Discontinued Operations, Net of Tax — — 22,925 13 % 364 0 % Net (Loss) Income (71,649 ) (33 )% 33,137 19 % (82,982 ) (59 )% Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries 1 0 % 1 0 % (4,067 ) (3 )% Net (Loss) Income attributable to SEACOR Marine Holdings Inc. $ (71,650 ) (33 )% $ 33,136 19 % $ (78,915 ) (56 )% 45 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 (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 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.
Operating Revenues. The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel.
The Company generates revenues by providing services to customers primarily pursuant to two different types of contractual arrangements: time charters and bareboat charters. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel.
Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of loss.
Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income (loss).
Other activity statistics reflect the removed from service status of this vessel. 49 AHTS FSV PSV Liftboats (1) Other Activity Total For the year ended December 31, 2021 Time Charter Statistics: Average Rates Per Day $ 10,349 $ 8,213 $ 11,792 $ 24,574 $ 1,732 $ 11,712 Fleet Utilization 64 % 70 % 75 % 46 % 48 % 66 % Fleet Available Days 2,190 8,722 5,344 4,229 365 20,850 Operating Revenues: Time charter $ 14,591 $ 50,348 $ 47,253 $ 47,342 $ 301 $ 159,835 Bareboat charter — 1,549 — 2,484 — 4,033 Other marine services (567 ) (968 ) 1,094 3,603 3,911 7,073 14,024 50,929 48,347 53,429 4,212 170,941 Direct Costs and Expenses: Operating: Personnel $ 5,470 $ 19,012 $ 19,081 $ 15,823 $ 534 $ 59,920 Repairs and maintenance 2,364 9,617 7,443 4,573 120 24,117 Drydocking 1,160 3,815 313 1,059 — 6,347 Insurance and loss reserves 634 1,691 1,785 4,711 (154 ) 8,667 Fuel, lubes and supplies 1,192 4,625 4,256 1,930 30 12,033 Other 1,678 6,958 4,709 3,147 (170 ) 16,322 12,498 45,718 37,587 31,243 360 127,406 Other Costs and Expenses: Lease expense $ 1,469 $ 1,750 $ — $ 1,586 $ 1,280 6,085 Administrative and general 37,639 Depreciation and amortization 1,978 19,885 12,217 21,171 2,144 57,395 101,119 Gains on asset dispositions and impairments, net 20,436 Operating loss from Continuing Operations $ (37,148 ) As of December 31, 2021 Property and Equipment: Historical cost $ 50,189 $ 362,952 $ 282,305 $ 290,568 $ 22,066 $ 1,008,080 Accumulated depreciation (33,757 ) (117,085 ) (20,656 ) (109,556 ) (21,274 ) (302,328 ) $ 16,432 $ 245,867 $ 261,649 $ 181,012 $ 792 $ 705,752 (1) In 2021, the Company removed from service four liftboats in this class.
Other activity statistics reflect the removed from service status of this vessel. 52 AHTS FSV PSV Liftboats (1) Other Activity Total For the year ended December 31, 2021 Time Charter Statistics: Average Rates Per Day $ 10,349 $ 8,213 $ 11,792 $ 24,574 $ 1,732 $ 11,712 Fleet Utilization 64 % 70 % 75 % 46 % 48 % 66 % Fleet Available Days 2,190 8,722 5,344 4,229 365 20,850 Operating Revenues: Time charter $ 14,591 $ 50,348 $ 47,253 $ 47,342 $ 301 $ 159,835 Bareboat charter — 1,549 — 2,484 — 4,033 Other marine services (567 ) (968 ) 1,094 3,603 3,911 7,073 14,024 50,929 48,347 53,429 4,212 170,941 Direct Costs and Expenses: Operating: Personnel $ 5,470 $ 19,012 $ 19,081 $ 15,823 $ 534 $ 59,920 Repairs and maintenance 2,364 9,617 7,443 4,573 120 24,117 Drydocking 1,160 3,815 313 1,059 — 6,347 Insurance and loss reserves 634 1,691 1,785 4,711 (154 ) 8,667 Fuel, lubes and supplies 1,192 4,625 4,256 1,930 30 12,033 Other 1,678 6,958 4,709 3,147 (170 ) 16,322 12,498 45,718 37,587 31,243 360 127,406 Other Costs and Expenses: Lease expense $ 1,469 $ 1,750 $ — $ 1,586 $ 1,280 6,085 Administrative and general 37,639 Depreciation and amortization 1,978 19,885 12,217 21,171 2,144 57,395 101,119 Gains on asset dispositions and impairments, net 20,436 Operating loss from Continuing Operations $ (37,148 ) As of December 31, 2021 Property and Equipment: Historical cost $ 50,189 $ 362,952 $ 282,305 $ 290,568 $ 22,066 $ 1,008,080 Accumulated depreciation (33,757 ) (117,085 ) (20,656 ) (109,556 ) (21,274 ) (302,328 ) $ 16,432 $ 245,867 $ 261,649 $ 181,012 $ 792 $ 705,752 (1) In 2021, the Company removed from service four liftboats in this class.
Equipment deliveries during the period included one PSVs through construction; • the Company sold three FSVs, one PSV and set off debt payments with hull and machinery insurance proceeds from the SEACOR Power of $25.0 million, for a total of $30.1 million; • the Company completed the sale of Windcat Workboats for net proceeds of $38.7 million ($42.2 million cash, less $3.5 million cash held at Windcat Workboats that was included in the assets purchased by the Windcat Buyer); 61 • the Company made investments in, and advances to, its 50% or less owned companies of $3.0 million; • the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million; and • the Company received $3.3 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables; • the Company received $0.2 million as part of an asset acquisition of a 50% or less owned company.
Equipment deliveries during the period included one PSVs through construction; • the Company sold three FSVs, one PSV and set off debt payments with hull and machinery insurance proceeds from the SEACOR Power of $25.0 million, for a total of $30.1 million; • the Company completed the sale of Windcat Workboats for net proceeds of $38.7 million ($42.2 million cash, less $3.5 million cash held at Windcat Workboats that was included in the assets purchased by the buyer); • the Company made investments in, and advances to, its 50% or less owned companies of $3.0 million; • the Company received a distribution from its MEXMAR Offshore joint venture in the amount of $12.0 million of which $9.4 million was in excess of the Company’s investment balance of $2.6 million; • the Company received $3.3 million from investments in, and advances to, its 50% or less owned companies for principal payments on note receivables; and • the Company received $0.2 million as part of an asset acquisition of a 50% or less owned company.
Regional statistics reflect the removed from service status of this vessel. 46 United States (primarily Gulf of Mexico) (2) Africa and Europe, Continuing Operations (3) Middle East and Asia Latin America Total For the year ended December 31, 2021 Time Charter Statistics: Average Rates Per Day $ 16,866 $ 10,334 $ 9,631 $ 16,035 $ 11,712 Fleet Utilization 19 % 77 % 77 % 86 % 66 % Fleet Available Days 4,735 5,549 7,168 3,397 20,850 Operating Revenues: Time charter $ 15,487 $ 44,268 $ 53,146 $ 46,934 $ 159,835 Bareboat charter 1,549 — — 2,484 4,033 Other 3,607 (1,338 ) 526 4,278 7,073 20,643 42,930 53,672 53,696 170,941 Direct Costs and Expenses: Operating: Personnel $ 8,836 $ 13,903 $ 22,191 $ 14,990 $ 59,920 Repairs and maintenance 3,394 6,772 6,701 7,250 24,117 Drydocking 2,082 1,159 2,639 467 6,347 Insurance and loss reserves 2,632 1,353 2,481 2,201 8,667 Fuel, lubes and supplies 1,204 4,109 3,459 3,261 12,033 Other 648 5,815 6,158 3,701 16,322 18,796 33,111 43,629 31,870 127,406 Direct Vessel Profit from Continuing Operations $ 1,847 $ 9,819 $ 10,043 $ 21,826 $ 43,535 Other Costs and Expenses: Operating: Lease expense $ 2,621 $ 1,281 $ 472 $ 1,711 6,085 Administrative and general 37,639 Depreciation and amortization 15,712 12,856 17,985 10,842 57,395 101,119 Gains on asset dispositions and impairments, net 20,436 Operating loss from Continuing Operations $ (37,148 ) As of December 31, 2021 Property and Equipment: Historical cost $ 240,717 $ 218,544 $ 340,225 $ 208,594 $ 1,008,080 Accumulated depreciation (115,088 ) (69,310 ) (85,683 ) (32,247 ) (302,328 ) $ 125,629 $ 149,234 $ 254,543 $ 176,347 $ 705,752 Total Assets (1) $ 148,753 $ 167,185 $ 256,533 $ 250,594 $ 823,065 (1) Total assets exclude $89.4 million of corporate assets.
Regional statistics reflect the removed from service status of this vessel. 49 United States (primarily Gulf of Mexico) (2) Africa and Europe, Continuing Operations (3) Middle East and Asia Latin America Total For the year ended December 31, 2021 Time Charter Statistics: Average Rates Per Day $ 16,866 $ 10,334 $ 9,631 $ 16,035 $ 11,712 Fleet Utilization 19 % 77 % 77 % 86 % 66 % Fleet Available Days 4,735 5,549 7,168 3,397 20,850 Operating Revenues: Time charter $ 15,487 $ 44,268 $ 53,146 $ 46,934 $ 159,835 Bareboat charter 1,549 — — 2,484 4,033 Other marine services 3,607 (1,338 ) 526 4,278 7,073 20,643 42,930 53,672 53,696 170,941 Direct Costs and Expenses: Operating: Personnel $ 8,836 $ 13,903 $ 22,191 $ 14,990 $ 59,920 Repairs and maintenance 3,394 6,772 6,701 7,250 24,117 Drydocking 2,082 1,159 2,639 467 6,347 Insurance and loss reserves 2,632 1,353 2,481 2,201 8,667 Fuel, lubes and supplies 1,204 4,109 3,459 3,261 12,033 Other 648 5,815 6,158 3,701 16,322 18,796 33,111 43,629 31,870 127,406 Direct Vessel Profit from Continuing Operations $ 1,847 $ 9,819 $ 10,043 $ 21,826 $ 43,535 Other Costs and Expenses: Lease expense $ 2,621 $ 1,281 $ 472 $ 1,711 6,085 Administrative and general 37,639 Depreciation and amortization 15,712 12,856 17,985 10,842 57,395 101,119 Gains on asset dispositions and impairments, net 20,436 Operating loss from Continuing Operations $ (37,148 ) As of December 31, 2021 Property and Equipment: Historical cost $ 240,717 $ 218,544 $ 340,225 $ 208,594 $ 1,008,080 Accumulated depreciation (115,088 ) (69,310 ) (85,683 ) (32,247 ) (302,328 ) $ 125,629 $ 149,234 $ 254,543 $ 176,347 $ 705,752 Total Assets (1) $ 148,753 $ 167,185 $ 256,533 $ 250,594 $ 823,065 (1) Total Assets exclude $89.4 million of corporate assets.
Financing Activities 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; • 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; • 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.
Income Tax Expense (Benefit) 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.
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.
The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. 62 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 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.
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. 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 Business Combinations.
Gain on asset dispositions and impairments was $1.4 million for 2022, which included gains from the sale of 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 $3.1 million.
During 2022, gain on asset dispositions and impairments was $1.4 million, which included gains from the sale of 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 $3.1 million.
From time to time, the Company may acquire older assets 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 remaining useful life, typically the next survey or certification date.
Interest expense was higher in 2022 compared to 2021 primarily due to the debt assumed as a result of the OSV Partners Merger, a higher interest rate on the SMFH Credit Facility as a result of the entry into SMFH Amendment No. 4, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes and higher interest rates on all other variable rate debt as a result of the increasing interest rate environment.
Interest expense was higher in 2022 compared to 2021 primarily due to the debt assumed as a result of the OSV Partners Merger, a higher interest rate on the 2018 SMFH Credit Facility as a result of the entry into an Amendment No. 4 to 2018 SMFH Credit Facility, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes and higher interest rates on all other variable rate debt as a result of the increasing interest rate environment.
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 18.
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.
While the Company expects that alternative forms of energy will continue to grow and add to the world’s energy mix, especially as governments, supranational groups and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas.
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.
The insurance proceeds from the SEACOR Power were primarily used to repay associated debt under the FGUSA Credit Facility as described in “Note 9. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
The insurance proceeds from the SEACOR Power were primarily used to repay associated debt under the FGUSA Credit Facility as described in “Note 6. Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
As of December 31, 2022, 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, 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.
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, 2022, and its financial condition as of December 31, 2022 and 2021.
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.
As of December 31, 2021, all invoices related to MNOPF and MNRPF have been settled in full. On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF.
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 a result of the OSV Partners Merger, the five 201 feet, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company and no longer included as equity in earnings. MEXMAR Offshore. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore. 2021 compared with 2020 MexMar.
As a result of the OSV Partners Merger, the five 201 feet, 1,900 tons deadweight capacity, PSVs owned by OSV Partners I are now 100% owned by the Company and no longer included as equity in earnings. MEXMAR Offshore. As of December 31, 2021, the Company does not have any ownership interest in MEXMAR Offshore.
Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. 67
Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. 66
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; • regional conflicts in oil producing regions; • 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.
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Critical Accounting P olicies and Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Certain statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations constitute forward looking statements. See “Forward Looking Statements” included elsewhere in this Annual Report on Form 10-K. The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company.
Certain statements in this MD&A constitute forward looking statements. See “Forward Looking Statements” included elsewhere in this Annual Report on Form 10-K. The following MD&A is intended to help the reader understand the results of operations and financial condition of the Company.
Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company's operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs. Conting encies MNOPF and MNRPF .
Inflation has become a significant factor in the world economy post-pandemic and has led to an increased interest rate environment as well as inflationary pressures on the Company's operations, including but not limited to increased labor, repairs and maintenance, transportation and insurance costs.
Investing Activities 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 Original Facility Agreement and received $13.8 million of principal payments under such loan.
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.
Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations, including intangible assets, when indicators of impairment are present.
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’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories: • personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel); • repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs); • drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations); • insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles); • fuel, lubes and supplies; and • other (communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other). 43 The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred.
The Company’s direct operating costs and expenses, other than leased-in equipment expense, are grouped into the following categories: • personnel (primarily wages, benefits, payroll taxes, savings plans and travel for marine personnel); • repairs and maintenance (primarily routine repairs and maintenance and main engine overhauls that are performed in accordance with planned maintenance programs); • drydocking (primarily the cost of regulatory drydockings performed in accordance with applicable regulations); 45 • insurance and loss reserves (primarily the cost of Hull and Machinery and Protection and Indemnity insurance premiums and loss deductibles); • fuel, lubes and supplies; and • other (brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, customs and importation duties and other).
If the carrying values of the assets are not recoverable, as determined by their estimated future undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value.
If the carrying values of the assets are not recoverable, as determined by their estimated future undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value. Impairment of 50% or Less Owned Companies.
Gain on debt extinguishment was $10.4 million in 2022 due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes, compared to $62.0 million in 2021 due to the repayment of the FGUSA Credit Facility. (See “Note 9.
Gain on debt extinguishment was $10.4 million in 2022 due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes. Gain on debt extinguishment was $62.0 million in 2021 due to the repayment of the FGUSA Credit Facility. For further information, see “Note 6.
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 5. Equipment Acquisitions and Dispositions” and “Note 6.
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.
For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2022, the Company has estimated that their future undiscounted cash flows exceed their current carrying values by more than 40%.
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.
Oil prices have steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel at points during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but have recently decreased to the $80 per barrel range.
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.
As of December 31, 2022, the Company operated a diverse fleet of 60 support vessels, of which 58 were owned or leased-in and two were managed on behalf of unaffiliated third parties.
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.
These gains were substantially offset by impairment charges of $2.9 million for one leased-in AHTS, as well as impairment charges for one FSV sold in 2022 and for other equipment classified as assets held for sale as the Company expects to sell the equipment within one year. During 2021, the Company recorded no impairment charges associated with its fleet.
These gains were substantially offset by impairment charges of $2.9 million for one leased-in AHTS, as well as impairment charges for one FSV sold in 2022 and for other equipment classified as assets held for sale, which was subsequently sold in 2023. During 2021, the Company recorded no impairment charges associated with its fleet.
Specifically, the Company expects its primary cash requirements for fiscal year 2023 to be as follows: • Debt service — We expect to make principal and interest payments of approximately $85.9 million during fiscal year 2023 under our currently outstanding debt facilities based on interest rates at year end. • Capital expenditures — At this time, we expect capital expenditures of approximately $1.7 million for the installation of a hybrid battery power system on an existing PSV. • Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.3 million during fiscal year 2023. • Lease payments — We expect to make lease payments of approximately $3.5 million for our operating and finance leases during fiscal year 2023 under our effective leases as of December 31, 2022.
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.
Charter revenues were $19.8 million higher due to the repositioning of vessels between geographic regions, $10.5 million higher due to the acquisition of an additional three PSVs in this region as a result of the OSV Partners Merger (as defined below in “Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax”) and $3.9 million higher due to improved utilization of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”).
Charter revenues were $19.8 million higher due to the repositioning of vessels between geographic regions, $10.5 million higher due to the acquisition of an additional three PSVs in this region as a result of the OSV Partners Merger (as defined below in “Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax”) and $3.9 million higher due to improved utilization for the Regional Core Fleet.
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, 2022, the Company had unfunded capital commitments of $2.5 million for miscellaneous vessel equipment payable during 2023.
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.
Oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time.
Offshore oil and natural gas market conditions are highly volatile. Oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time.
Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter. Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service.
Unless vessels have been retired and removed from service, available days represents the total calendar days for which vessels available for time charter were owned or leased-in by the Company, whether marketed, under repair, cold-stacked or otherwise out-of-service. Operating Revenues.
Short and Long-Term Liquidity Requirements and Outlook The Company believes that a combination of cash balances on hand, cash generated from operating activities, collections of our short-term note receivable and access to the credit and capital markets will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to medium 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 $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.
For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands): 2022 2021 2020 DVP: United States, primarily Gulf of Mexico $ 10,161 $ 1,847 $ (1,001 ) Africa and Europe, Continuing Operations 15,518 9,819 20,070 Middle East and Asia 3,226 10,043 18,712 Latin America 16,435 21,826 12,911 Operating, leased-in equipment (2,384 ) (7,456 ) (14,785 ) Administrative and general (excluding provisions for bad debts and amortization of share awards) (35,825 ) (31,329 ) (34,997 ) SEACOR Holdings management and guarantee fees — (7 ) (47 ) Other, net (excluding non-cash losses) 755 168 (19 ) Dividends received from 50% or less owned companies 3,057 5,332 2,117 10,943 10,243 2,961 Changes in operating assets and liabilities before interest and income taxes (1,235 ) (9,092 ) (9,376 ) Cash settlements on derivative transactions, net (749 ) (2,150 ) (1,331 ) Interest paid, excluding capitalized interest (1) (25,244 ) (23,807 ) (21,977 ) Interest received 784 1,302 1,273 Income taxes refunded, net 885 32,759 (1,094 ) Total cash flows (used in) provided by operating activities $ (14,616 ) $ 9,255 $ (29,544 ) (1) During 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): 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.
Charter revenues were $1.1 million lower due to net asset dispositions. 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 and leased-in vessels cold-stacked in this region. Direct Operating Expenses.
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.
Charter revenues were $15.8 million higher in 2022 compared with 2021. Charter revenues were $7.7 million higher due to the reactivation of vessels that were previously cold-stacked, $5.6 million higher due to the repositioning of vessels between geographic regions and $3.6 million higher for the Regional Core Fleet as a result of increased day rates and utilization.
Charter revenues were $7.7 million higher due to the reactivation of vessels that were previously cold-stacked, $5.6 million higher due to the repositioning of vessels between geographic regions and $3.6 million higher for the Regional Core Fleet as a result of increased day rates and utilization. Charter revenues were $1.1 million lower due to net asset dispositions.
Other (Expense) Income, Net For the years ended December 31, the Company’s other income (expense) was as follows (in thousands): 2022 2021 2020 Other Income (Expense): Interest income $ 784 $ 1,302 $ 1,273 Interest expense (29,706 ) (28,111 ) (30,691 ) SEACOR Holdings guarantee fees — (7 ) (47 ) Gain on debt extinguishment 10,429 61,994 — Derivative gains, net — 391 4,310 Foreign currency gains (losses), net 1,659 (1,235 ) (1,294 ) Gain (loss) from return of investments in 50% or less owned companies and other, net 755 9,441 (19 ) $ (16,079 ) $ 43,775 $ (26,468 ) Interest Income.
Other Income (Expense), Net For the years ended December 31, the Company’s other income (expense) was as follows (in thousands): 2023 2022 2021 Other Income (Expense): Interest income $ 1,444 $ 784 $ 1,302 Interest expense (37,504 ) (29,706 ) (28,111 ) SEACOR Holdings guarantee fees — — (7 ) (Losses) gains on debt extinguishment (2,004 ) 10,429 61,994 Derivative gains, net 608 — 391 Foreign currency (losses) gains, net (2,133 ) 1,659 (1,235 ) Gain from return of investments in 50% or less owned companies and other, net — 755 9,441 $ (39,589 ) $ (16,079 ) $ 43,775 Interest Income.
Price levels for oil and natural gas have and will continue to influence demand for offshore marine services. In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry.
In addition to the price of oil and natural gas, the availability of acreage, local tax incentives or disincentives, in significant oil and natural gas producing regions, drilling moratoriums and other regulatory actions, and requirements for maintaining interests in leases affect activity in the offshore oil and natural gas industry.
Direct operating expenses were $3.9 million higher for the Regional Core Fleet, primarily due to higher operating costs in Saudi Arabia and the timing of dry dockings and certain repair expenditures, $2.4 million higher due to net fleet additions and $1.8 million higher due to the repositioning of vessels between geographic regions. Latin America.
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.
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). Leased-in Equipment.
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).
For the years ended December 31, the Company’s direct vessel profit (loss) in the U.S. was as follows (in thousands, except statistics): 2022 2021 2020 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ 31,134 $ — FSV 10,735 10,243 7,375 PSV 15,485 — 7,380 Liftboats 26,232 14,980 22,844 Overall 19,876 16,866 19,092 Utilization: AHTS — % 18 % — % FSV 49 % 8 % 8 % PSV 69 % — % 10 % Liftboats (1) 53 % 25 % 9 % Overall 49 % 19 % 7 % Available Days: AHTS 638 730 1,095 FSV 1,095 1,057 1,486 PSV 1,095 115 44 Specialty — — 224 Liftboats (1) 2,415 2,833 4,526 Overall 5,243 4,735 7,374 Operating revenues: Time charter $ 51,272 84 % $ 15,487 75 % $ 9,873 65 % Bareboat charter — — % 1,549 8 % 2,910 19 % Other marine services 9,528 16 % 3,607 17 % 2,422 16 % 60,800 100 % 20,643 100 % 15,205 100 % Direct operating expenses: Personnel 25,201 41 % 8,836 43 % 10,065 66 % Repairs and maintenance 7,049 12 % 3,394 16 % 1,655 11 % Drydocking 8,978 15 % 2,082 10 % 1,167 8 % Insurance and loss reserves 4,831 8 % 2,632 13 % 1,774 12 % Fuel, lubes and supplies 3,345 5 % 1,204 6 % 1,172 8 % Other 1,235 2 % 648 3 % 373 2 % 50,639 83 % 18,796 91 % 16,206 107 % Direct Vessel Profit (Loss) $ 10,161 17 % $ 1,847 9 % $ (1,001 ) (7 )% (1) In 2021, the Company removed from service four liftboats in this region.
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.
Direct operating expenses were $2.6 million higher in 2021 compared with 2020. Direct operating expenses were $4.6 million higher for the Regional Core Fleet primarily due to the reactivation of vessels that were previously cold-stacked. Direct operating expenses were $1.6 million lower due to net fleet dispositions, and $0.4 million lower due to the repositioning of vessels between geographic regions.
Direct operating expenses were $10.2 million higher due to the repositioning of vessels between geographic regions, $1.4 million higher due to the reactivation of vessels that were previously cold-stacked and $0.6 million for the Regional Core Fleet. Direct operating expenses were $0.9 million lower due to net asset dispositions. 56 Middle East and Asia.
Direct operating expenses were $4.5 million lower in 2022 compared with 2021. Direct operating costs 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. 2021 compared with 2020 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. 54 2022 compared with 2021 Operating Revenues.
The Company continues to closely monitor the delivery of newly built offshore support vessels to the industry-wide fleet, which in the recent past contributed to an oversaturated market, thereby further lowering the demand for the Company’s existing offshore support vessel fleet.
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.
Regional statistics reflect the removed from service status of these vessels. 2022 compared with 2021 Operating Revenues. Charter revenues were $34.2 million higher in 2022 compared with 2021.
Regional statistics reflect the removed from service status of these vessels. 2023 compared with 2022 Operating Revenues. Charter revenues were $9.4 million lower in 2023 compared with 2022.
For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics): 2022 2021 2020 Time Charter Statistics: Rates Per Day Worked: FSV $ 8,098 $ 7,707 $ 7,435 PSV 15,615 15,415 14,906 Liftboats 25,277 38,241 15,913 Overall 13,948 16,035 11,989 Utilization: FSV 96 % 91 % 92 % PSV 94 % 87 % 91 % Liftboats 34 % 73 % 95 % Overall 91 % 86 % 92 % Available Days: FSV 730 730 867 PSV 2,279 2,251 1,108 Liftboats 140 417 192 Overall 3,149 3,397 2,167 Operating revenues: Time charter $ 40,122 92 % $ 46,934 87 % $ 23,806 96 % Bareboat charter 1,374 3 % 2,484 5 % — — % Other marine services 2,290 5 % 4,278 8 % 1,084 4 % 43,786 100 % 53,696 100 % 24,890 100 % Direct operating expenses: Personnel 13,769 31 % 14,990 28 % 6,698 27 % Repairs and maintenance 7,107 16 % 7,250 14 % 2,131 9 % Drydocking 274 1 % 467 1 % 329 1 % Insurance and loss reserves 1,115 3 % 2,201 4 % 462 2 % Fuel, lubes and supplies 2,833 6 % 3,261 6 % 990 4 % Other 2,253 5 % 3,701 7 % 1,369 6 % 27,351 62 % 31,870 59 % 11,979 48 % Direct Vessel Profit $ 16,435 38 % $ 21,826 41 % $ 12,911 52 % 2022 compared with 2021 Operating Revenues.
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 Africa and Europe was as follows (in thousands, except statistics): 2022 2021 2020 Time Charter Statistics: Rates Per Day Worked: AHTS $ 9,994 $ 8,649 $ 8,208 FSV 10,967 9,107 9,108 PSV 12,452 10,508 8,726 Liftboat — 34,856 34,015 Overall 11,127 10,334 10,856 Utilization: AHTS 100 % 98 % 85 % FSV 88 % 75 % 78 % PSV 71 % 59 % 52 % Liftboat — % 78 % 95 % Overall 85 % 77 % 76 % Available Days: AHTS 1,095 1,095 1,200 FSV 3,439 3,322 3,661 PSV 1,817 883 550 Liftboat — 249 366 Overall 6,351 5,549 5,777 Operating revenues: Time charter $ 60,060 100 % $ 44,268 103 % $ 47,723 100 % Bareboat charter — — % — — % (55 ) 0 % Other marine services (163 ) 0 % (1,338 ) (3 )% (135 ) 0 % 59,897 100 % 42,930 100 % 47,533 100 % Direct operating expenses: Personnel 16,436 28 % 13,903 32 % 13,397 28 % Repairs and maintenance 9,229 15 % 6,772 16 % 5,643 12 % Drydocking 2,339 4 % 1,159 3 % 2,014 4 % Insurance and loss reserves 1,178 2 % 1,353 3 % 1,806 4 % Fuel, lubes and supplies 8,022 13 % 4,109 10 % 3,260 7 % Other 7,175 12 % 5,815 14 % 1,343 3 % 44,379 74 % 33,111 77 % 27,463 58 % Direct Vessel Profit $ 15,518 26 % $ 9,819 23 % $ 20,070 42 % 53 2022 compared with 2021 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): 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 (loss) in the Middle East and Asia was as follows (in thousands, except statistics): 2022 2021 2020 Time Charter Statistics: Rates Per Day Worked: AHTS $ 5,915 $ 5,732 $ 6,153 FSV 7,954 7,493 8,014 PSV 9,119 7,595 7,215 Specialty — 1,732 2,014 Liftboats 29,385 25,298 26,855 Overall 10,003 9,631 9,749 Utilization: AHTS 99 % 56 % 47 % FSV 92 % 80 % 78 % PSV 66 % 73 % 73 % Specialty — % 48 % 86 % Liftboats 63 % 100 % 93 % Overall 80 % 77 % 77 % Available Days: AHTS 365 365 366 FSV 3,254 3,613 3,533 PSV 2,109 2,095 1,875 Specialty 90 365 426 Liftboats 730 730 732 Overall 6,548 7,168 6,932 Operating revenues: Time charter $ 52,080 99 % $ 53,146 99 % $ 52,052 96 % Other marine services 762 1 % 526 1 % 2,157 4 % 52,842 100 % 53,672 100 % 54,209 100 % Direct operating expenses: Personnel 22,376 42 % 22,191 41 % 18,188 34 % Repairs and maintenance 8,111 15 % 6,701 12 % 5,232 10 % Drydocking 6,569 13 % 2,639 5 % 759 1 % Insurance and loss reserves 2,838 5 % 2,481 5 % 1,721 3 % Fuel, lubes and supplies 5,089 10 % 3,459 6 % 2,706 5 % Other 4,633 9 % 6,158 11 % 6,891 13 % 49,616 94 % 43,629 81 % 35,497 65 % Direct Vessel Profit $ 3,226 6 % $ 10,043 19 % $ 18,712 35 % 2022 compared with 2021 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 .
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. 48 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 (1) 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.
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.
During 2021 and 2020, capitalized interest included in purchases of property and equipment from continuing operations was $0.3 million and $0.9 million, respectively. For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above.
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.
Foreign currency gains in 2022 compared to foreign currency losses in 2021 were primarily due to various changes in foreign currencies. Gain from return of investments in 50% or less owned companies and other, net.
Foreign currency gains in 2022 compared to foreign currency losses in 2021 were primarily due to the weakening of the pound sterling and euro in relation to the U.S. dollar. Gain from return of investments in 50% or less owned companies and other, net.
On September 29, 2022, each of the Framework Agreement Transactions were consummated. As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC.
(“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.
On December 31, 2021, SEACOR Marine, SEACOR Offshore OSV and SEACOR OSV Partners I LP, a Delaware limited partnership (“OSV Partners I”) entered into a certain merger agreement pursuant to which OSV Partners I merged with and into SEACOR Offshore OSV, with SEACOR Offshore OSV surviving the merger (the “OSV Partners Merger”).
On December 31, 2021, SEACOR Marine, SEACOR Offshore OSV LLC, a wholly owned subsidiary of the Company (“SEACOR Offshore OSV”) and OSV Partners I entered into a certain merger agreement pursuant to which OSV Partners I merged with and into SEACOR Offshore OSV, with SEACOR Offshore OSV surviving the merger (the “OSV Partners Merger”).
Framework Agreement Transactions. On September 29, 2022, SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and OVH, on the other hand, entered into a Framework Agreement (the “Framework Agreement”).
On September 29, 2022, each of the transactions contemplated under that certain Framework Agreement, by and among SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V.
If market conditions continue to decline from the presently depressed utilization and rates per day worked experienced over the last three years, fair values based on future appraisals could decline significantly.
Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. If market conditions continue to decline from the presently depressed utilization and rates per day worked experienced over the last three years, fair values based on future appraisals could decline significantly.
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. Charter revenues were $3.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization.
Charter revenues were $14.3 million higher in 2023 compared with 2022. Charter revenues were $19.2 million higher for the Regional Core Fleet primarily as a result of increased liftboat day rates and utilization and $4.9 million lower due to the repositioning of vessels between geographic regions. Other marine services were $3.6 million higher primarily due to business interruption insurance revenue.
Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional information). Derivative gains, net. 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.
Long-Term Debt” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Derivative gains, net. Net derivative gains increased in 2023 compared to 2022 due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023.
Charter revenues were $1.1 million lower in 2022 compared with 2021. Charter revenues were $2.4 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower as a result of reduced day rates and utilization for the Regional Core Fleet.
Charter revenues were $2.4 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower as a result of reduced day rates and utilization for the Regional Core Fleet. Charter revenues were $3.6 million higher due to the acquisition of an additional two PSVs in this region as a result of the OSV Partners Merger.
In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value.
Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee.
The Company routinely reviews its receivables and makes provisions for the credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired.
The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates.
Charter revenues were $3.6 million higher due to the acquisition of an additional two PSVs in this region as a result of the OSV Partners Merger. As of December 31, 2022, the Company had no owned and leased-in vessels cold-stacked in this region compared with one of 20 vessels as of December 31, 2021. Direct Operating Expenses.
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.
Direct operating expenses were $6.0 million higher in 2022 compared with 2021. 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 $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.
If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter. Direct Vessel Profit. Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability.
The Company expenses drydocking, engine overhaul and vessel mobilization costs as incurred. If a disproportionate number of drydockings, overhauls or mobilizations are undertaken in a particular fiscal year or quarter, operating expenses may vary significantly when compared with the prior year or prior quarter. Direct Vessel Profit.
Administrative and general expenses were $3.3 million higher in 2022 compared with 2021, primarily due to increases in salaries and benefits expenses.
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.
Leased-in equipment expenses were $1.4 million lower for 2021 compared with 2020 primarily due to the impairment of two leased-in vessels during the first quarter of 2020 and the amendment of the lease of one leased-in vessel during the third quarter of 2020 to lower rates. Administrative and general.
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.
For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands): 2022 2021 2020 Cash flows provided by or (used in): Operating Activities $ (14,616 ) $ 9,255 $ (29,544 ) Investing Activities 57,800 71,800 3,823 Financing Activities (41,355 ) (79,180 ) (22,777 ) Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents (4 ) (22 ) 30 Net Change in Cash, Restricted Cash and Cash Equivalents from Discontinued Operations — (171 ) 959 Net Change in Cash, Restricted Cash and Cash Equivalents $ 1,825 $ 1,682 $ (47,509 ) 60 Operating Activities Cash flows provided by operating activities decreased by $23.9 million in 2022 compared with 2021.
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.
Direct operating expenses were $19.9 million higher in 2021 compared with 2020, primarily due to net fleet additions and the repositioning of vessels between geographic regions. Lease Expense. Leased-in equipment expenses were $2.2 million lower compared with 2021, primarily due to the impairment of one leased-in vessel and other equipment during the third quarter of 2022.
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.
During 2020, net cash used by financing activities was $22.6 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and obligations of $22.6 million; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.2 million.
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.
When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.
This vessel was previously owned and subject to a sale and leaseback transaction with the lessor. Impairments. When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes.
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): 2022 2021 2020 MexMar $ 2,133 $ 10,491 $ (4,056 ) MEXMAR Offshore — 2,563 — Offshore Vessel Holdings 2,571 809 (4,053 ) OSV Partners — (1,343 ) (1,575 ) SEACOR Offshore Delta (f/k/a SEACOSCO) — — (1,703 ) SEACOR Marine Arabia 1,671 1,030 3,373 Other 636 1,528 (149 ) $ 7,011 $ 15,078 $ (8,163 ) 58 2022 compared with 2021 MexMar, OVH and SEACOR Marlin.
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.
As of December 31, 2022, the loan balance due from MexMar was $15.0 million. 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.
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.
As of December 31, 2022, three of the Company’s 58 owned and leased-in vessels were cold-stacked worldwide. 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.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+0 added−1 removed5 unchanged
Biggest changeAs of December 31, 2022 the average interest rate on these variable rate borrowings was 6.3%. For each 1% increase in each of the applicable LIBOR or SOFR rate, the Company’s annual interest payments on the non-hedged portion of variable rate borrowings would increase by approximately $1.3 million. The Company's interest rate hedges are set to expire during 2023.
Biggest changeAs 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.
ITEM 8. FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA The consolidated financial statements and related notes are included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
FINANCIAL STATEMEN TS AND SUPPLEMENTARY DATA The consolidated financial statements and related notes are included in Part IV of this Annual Report on Form 10-K and incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
As of December 31, 2022 the Company had outstanding variable rate debt instruments (due 2023 through 2029) subject to interest rate fluctuations totaling $127.6 million that call for the Company to pay interest based on LIBOR or SOFR plus applicable margins. The interest rates reset either monthly or quarterly.
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.
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.
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.
Removed
The Company’s outstanding debt from continuing operations is primarily in fixed interest rate instruments or variable interest rate instruments that have been fixed through corresponding interest rate swaps. As a result, the Company’s operations are not significantly affected by interest rate fluctuations.

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