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What changed in SEACOR Marine Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of SEACOR Marine Holdings Inc.'s 2024 and 2025 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 2025 report.

+252 added−260 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in SEACOR Marine Holdings Inc.'s 2025 10-K

252 paragraphs added · 260 removed · 211 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

54 edited+4 added−8 removed123 unchanged
Biggest changeOwned Fleet Owned Leased- in Managed Total Average Age U.S.- Flag Foreign- Flag 2024 (1) PSV 21 — — 21 8 5 16 FSV 22 — 1 23 12 5 17 Liftboats 8 — — 8 14 6 2 AHTS — — 2 2 — — — 51 — 3 54 10 16 35 2023 PSV 21 — — 21 7 5 16 FSV 22 — 3 25 11 6 16 Liftboats 8 — — 8 13 6 2 AHTS 3 1 — 4 14 — 3 54 1 3 58 10 17 37 2022 PSV 21 — — 21 6 5 16 FSV 22 1 2 25 10 5 17 Liftboats 9 — — 9 12 7 2 AHTS 3 2 — 5 13 — 3 55 3 2 60 9 17 38 (1) As of December 31, 2024, 47 of the Company’s owned vessels were outfitted with dynamic positioning (“DP”) systems.
Biggest changeOwned Fleet Owned Leased- in Managed Total Average Age U.S.- Flag Foreign- Flag 2025 (1) PSV 18 — — 18 8 3 15 FSV 21 — — 21 12 3 18 Liftboats 5 — — 5 14 3 2 44 — — 44 11 9 35 2024 PSV 21 — — 21 8 5 16 FSV 22 — 1 23 12 5 17 Liftboats 8 — — 8 14 6 2 AHTS — — 2 2 — — — 51 — 3 54 10 16 35 2023 PSV 21 — — 21 7 5 16 FSV 22 — 3 25 11 6 16 Liftboats 8 — — 8 13 6 2 AHTS 3 1 — 4 14 — 3 54 1 3 58 10 17 37 (1) As of December 31, 2025, 41 of the Company’s owned vessels were outfitted with dynamic positioning (“DP”) systems.
Liftboats provide a self-propelled, stable platform to perform offshore wind farm installation and maintenance, production platform construction, inspection, maintenance and removal, well intervention and work-over, well production enhancement, well plug and abandonment, pipeline installation and maintenance and diving operations.
Liftboats provide a self-propelled, stable platform to perform production platform construction, inspection, maintenance and removal, well intervention and work-over, well production enhancement, well plug and abandonment, pipeline installation and maintenance, diving operations, and offshore wind farm installation and maintenance.
If the Company is subjected to a DOJ prosecution, it could suffer material adverse effects, including substantial criminal penalties and defense costs, reputational damages and costs associated with the implementation of an ECP. The Clean Water Act (“CWA”) prohibits the discharge of “pollutants” into the navigable waters of the U.S.
If the Company is subjected to a DOJ prosecution, it could suffer material adverse effects, including substantial criminal penalties and defense costs, reputational damages and costs associated with the implementation of an ECP. The U.S. Clean Water Act (“CWA”) prohibits the discharge of “pollutants” into the navigable waters of the U.S.
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.
For oil and natural gas customers, the volatility of commodity prices and an increased focus on capital discipline ( e.g. , limiting incremental exploration and production 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.
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 hull and machinery of most commercial vessels are classed by an international classification society authorized by its country of registry and are subject to survey and inspection by shipping regulatory bodies. The international classification society periodically certifies that a vessel is maintained in accordance with the applicable rules and regulations of the vessel’s country of registry and SOLAS.
The convention applies to damage caused to the territory, including the territorial sea, and in the EEZs, of the countries that are party to it. Although the U.S. has not ratified this convention, U.S.-flag vessels operating internationally are subject to it when they sail within the territorial waters of those countries that have implemented its provisions.
The convention applies to damage caused to the territory, including the territorial sea and the EEZs, of the countries that are party to it. Although the U.S. has not ratified this convention, U.S.-flag vessels operating internationally are subject to it when they sail within the territorial waters of those countries that have implemented its provisions.
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.
The Company’s vessels in this market consist primarily of a fleet of FSVs, PSVs and liftboats that generally 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.
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.
Additionally, the Company’s website features a dedicated section specifically focusing on its ESG efforts and its sustainable and responsible business practices. 11 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 ISM Code also requires shipping companies to obtain certain safety certifications for each vessel subject to the ISM Code that it operates or manages, and for the manager of each such vessel. The Company believes that it has complied with these requirements in all material respects.
The ISM Code also requires shipping companies to periodically obtain certain safety certifications for each vessel subject to the ISM Code that it operates or manages, and for the manager of each such vessel. The Company believes that it has complied with these requirements in all material respects.
In addition to its existing fleet of PSVs, as of December 31, 2024, the Company has a construction project in progress for two foreign flag DP-2 PSVs at Fujian Mawei Shipbuilding Ltd. in the People’s Republic of China, with expected delivery in the fourth quarter of 2026 and the first quarter of 2027, respectively. 2 Fast support vessels (“FSVs”) are aluminum hull vessels used primarily to move cargo and personnel to and from offshore drilling rigs, platforms and other installations at greater speeds than traditional steel hull support vessels.
In addition to its existing fleet of PSVs, as of December 31, 2025, the Company has a construction project in progress for two foreign flag DP-2 PSVs at Fujian Mawei Shipbuilding Ltd. in the People’s Republic of China, with expected delivery in the fourth quarter of 2026 and the first quarter of 2027, respectively. 2 Fast support vessels (“FSVs”) are aluminum hull vessels used primarily to move cargo and personnel to and from offshore drilling rigs, platforms and other installations at greater speeds than traditional steel hull support vessels.
The Company believes that its success is driven by its employees, and its human capital strategy focuses on the following key areas: 11 Health and Safety: The health and safety of the Company’s employees is its highest priority.
The Company believes that its success is driven by its employees, and its human capital strategy focuses on the following key areas: Health and Safety: The health and safety of the Company’s employees is its highest priority.
Department of Transportation’s Office of Pipeline Safety, the BSEE and certain individual states, regulate vessels and other structures in accordance with the requirements of the Oil Pollution Act of 1990 (“OPA 90”) or analogous state law. There is currently little uniformity among the regulations issued by these agencies, which increases the Company’s compliance costs and risk of non-compliance.
Department of Transportation’s Office of Pipeline Safety, the BSEE and certain individual states, regulate vessels and other structures in accordance with the requirements of the U.S. Oil Pollution Act of 1990 (“OPA 90”) or analogous state law. There is currently little uniformity among the regulations issued by these agencies, which increases the Company’s compliance costs and risk of non-compliance.
In addition, the Company’s fleet reconfiguration has enabled it to meet its goals of focusing on the highest margin vessels and deployments. The Company believes its smaller fleet, together with a simplified capital structure, will allow it to react more quickly and dynamically to opportunities and challenges in its industry. 2024 2023 2022 United States, primarily U.S.
In addition, the Company’s fleet reconfiguration has enabled it to meet its goals of focusing on the highest margin vessels and deployments. The Company believes its smaller fleet, together with a simplified capital structure, will allow it to react more quickly and dynamically to opportunities and challenges in its industry. 2025 2024 2023 United States, primarily U.S.
The length of jacking legs (235 feet to 335 feet for the Company’s liftboats) determines the water depth in which these vessels can work. Other differentiating features are crane lifting capacity and reach, clear deck area, helipad and electrical generating power and accommodation capacity. Liftboats are used in all of our operating areas.
The length of jacking legs (235 feet to 300 feet for the Company’s liftboats) determines the water depth in which these vessels can work. Other differentiating features are crane lifting capacity and reach, clear deck area, helipad and electrical generating power and accommodation capacity. Liftboats are used in all of our operating areas.
These liability limits do not apply (a) if an incident is caused by the responsible party’s violation (or the violation of a person acting pursuant to a contract with the responsible party) of federal safety, construction or operating regulations or by the responsible party’s gross negligence or willful misconduct, (b) if the responsible party fails or refuses to report the incident or to provide reasonable cooperation and assistance in connection with oil removal activities as required by a responsible official or (c) if the responsible party fails or refuses to comply with an order issued under OPA 90.
These liability limits do not apply (a) if an incident is caused a violation by a responsible party, or a person acting on their behalf pursuant to a contract, of federal safety, construction or operating regulations or by the responsible party’s gross negligence or willful misconduct, (b) if the responsible party fails or refuses to report the incident or to provide reasonable cooperation and assistance in connection with oil removal activities as required by a responsible official or (c) if the responsible party fails or refuses to comply with an order issued under OPA 90.
Platform supply vessels (“PSVs”) generally range from 190 to more than 300 feet in length and are primarily used to deliver general cargo, drilling fluids, bulk products, methanol, diesel fuel and water to rigs and platforms where drilling and work-over activity is underway.
Platform supply vessels (“PSVs”) generally range from 200 to more than 300 feet in length and are primarily used to deliver general cargo, drilling fluids, bulk products, methanol, diesel fuel and water to rigs and platforms where drilling and work-over activity is underway.
Gulf of America: PSV 2 2 3 FSV 3 5 5 Liftboats 5 6 7 AHTS — — 1 10 13 16 Africa and Europe: PSV 8 6 6 FSV 11 10 10 AHTS 1 3 3 20 19 19 Middle East and Asia: PSV 5 5 5 FSV 7 8 8 Liftboats 2 2 2 AHTS 1 1 1 15 16 16 Latin America: PSV 6 8 7 FSV 2 2 2 Liftboats 1 — — 9 10 9 Total Foreign Fleet 44 45 44 Total Fleet 54 58 60 United States, primarily U.S.
Gulf of America: PSV 3 2 2 FSV 1 3 5 Liftboats 3 5 6 7 10 13 Africa and Europe: PSV 6 8 6 FSV 10 11 10 AHTS — 1 3 16 20 19 Middle East and Asia: PSV 3 5 5 FSV 6 7 8 Liftboats 2 2 2 AHTS — 1 1 11 15 16 Latin America: PSV 6 6 8 FSV 4 2 2 Liftboats — 1 — 10 9 10 Total Foreign Fleet 37 44 45 Total Fleet 44 54 58 United States, primarily U.S.
(“Azule”), a joint venture between BP p.l.c. and Eni S.p.A., and SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”), a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Arabian Oil Company (“Saudi Aramco”), were each responsible for over 10% of the Company’s consolidated operating revenues operations.
(“Azule”), a joint venture between BP p.l.c. and Eni S.p.A., ExxonMobil Corporation (“ExxonMobil”) and SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”), a joint venture that is 45% owned by a subsidiary of SEACOR Marine and through which vessels are in service to Saudi Arabian Oil Company (“Saudi Aramco”), were each responsible for over 10% of the Company’s consolidated operating revenues.
The Company is proud of its diverse workforce and cross-cultural competencies and, as of December 31, 2024, employed individuals from 39 countries. The Company further recognizes that the maritime industry has traditionally been male dominated, and as a result, the Company is seeking to increase the representation of females by developing practical and innovative strategies.
The Company is proud of its diverse workforce and cross-cultural competencies and, as of December 31, 2025, employed individuals from 36 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.
Diversity, Equity and Inclusion: The Company recognizes the value of diversity, equity and inclusion within its organization and strives to ensure that its workplace reflects the diverse communities in which it operates in order to promote collaboration, innovation, creativity and belonging.
Employee Engagement: The Company recognizes the value of diversity and inclusion within its organization and strives to ensure that its workplace reflects the diverse communities in which it operates in order to promote collaboration, innovation, creativity and belonging.
As of December 31, 2024, 34% of SEACOR Marine’s onshore workforce was female, while only a small fraction of its at sea workforce were female seafarers. SEACOR Marine is committed to continuing to recruit and employ qualified candidates regardless of their gender or cultural background or identity.
As of December 31, 2025, 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.
FSVs can be catamaran or mono-hull vessels ranging from 145 to 205 feet in length and capable of speeds between 20 to 45 knots with capacities to carry special cargo, support both drilling operations and production services and transport passengers.
FSVs can be catamaran or mono-hull vessels ranging from 167 to 206 feet in length and capable of speeds between 20 to 45 knots with capacities to carry special cargo, support both drilling operations and production services and transport passengers.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with comparable applicable local laws. A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S.
Vessels registered by the Company under other flag states may also be subject to requisition or purchase in accordance with comparable applicable laws of those states. A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S.
The Sustainability Council has been mandated by the Nominating and Corporate Governance Committee to develop strategies to promote diversity, equity and inclusion in the workplace and oversees the Company’s Diversity, Equity and Inclusion Committee, which is responsible for developing policies and practices to recruit, support, promote and retain staff with diverse backgrounds, experiences and attributes.
The Sustainability Council has been mandated by the Nominating and Corporate Governance Committee to develop strategies to promote diversity in the workplace and oversees the Company’s Employee Engagement Council, which is responsible for developing policies and practices to recruit, support, promote and retain staff with diverse viewpoints, backgrounds, experiences and attributes.
For non-exempt vessels, ballast water treatment equipment may be required to be used on the vessel. Some U.S. states have enacted legislation or regulations to address the introduction of invasive species through ballast water and hull cleaning management, and permitting requirements, which in many cases have also become part of the state’s 2013 VGP certification.
For non-exempt vessels, ballast water treatment equipment may be required to be used on the vessel. Some U.S. states have enacted legislation or regulations to limit the introduction of invasive species through operational and permitting requirements, which in many cases have also become part of the state’s 2013 VGP certification.
As of December 31, 2024, the Company employed 1,239 individuals directly and indirectly (through crewing or manning agreements), none of whom are members of a union under the terms of an ongoing agreement. Management considers relations with its employees to be good.
As of December 31, 2025, the Company employed 889 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.
Risks of Foreign Operations For the years ended December 31, 2024, 2023, and 2022, 87%, 79%, and 72%, respectively, of the Company’s operating revenues and $2.3 million, $3.6 million and $7.0 million, respectively, of the Company’s equity in earnings from 50% or less owned companies, net of tax, were derived from its foreign operations.
Risks of Foreign Operations For the years ended December 31, 2025, 2024, and 2023, 84%, 87%, and 79%, respectively, of the Company’s operating revenues and $1.7 million, $2.3 million and $3.6 million, respectively, of the Company’s equity in earnings from 50% or less owned companies, net of tax, were derived from its foreign operations.
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, with a limit of $1.0 billion.
As of December 31, 2024, nine vessels were located in this region, all of which were owned. These vessels consist primarily of a fleet of FSVs and PSVs that provide support for exploration and production activities primarily in Mexico, Guyana and Trinidad and Tobago. From time to time, the Company’s vessels also work in Brazil and Colombia.
As of December 31, 2025, ten vessels were located in this region, all of which were owned. These vessels consist primarily of a fleet of FSVs and PSVs that generally support exploration and production activities primarily in Brazil, Guyana, Mexico and Trinidad and Tobago. From time to time, the Company’s vessels also work in Suriname and Colombia.
In fiscal year 2024, the Company worked over 5.9 million man-hours across its global businesses, and recorded zero pollution incidents, one medical incident, zero lost time incidents and a total recordable incident rate of 0.034.
In fiscal year 2025, the Company worked over 4.9 million man-hours across its global businesses, and recorded zero pollution incidents, one medical incident, one lost time incident and had a total recordable incident rate of 0.080.
FSVs built within the last ten years are sometimes equipped with DP-2 systems, firefighting equipment, hospitals and walk to work and ride control systems for greater comfort and performance. As of December 31, 2024, 20 of the 22 owned FSVs were equipped with DP-2 and two were equipped with DP-3.
FSVs built within the last fifteen years are sometimes equipped with DP-2 systems, firefighting equipment, hospitals and walk to work and ride control systems for greater comfort and performance. As of December 31, 2025, 19 of the 21 owned FSVs were equipped with DP-2 and two were equipped with DP-3.
Gulf of America. As of December 31, 2024, 10 vessels were located in this region, all of which were owned.
Gulf of America. As of December 31, 2025, seven vessels were located in this region, all of which were owned.
Since the 1990s, the Department of Justice (“DOJ”) has been aggressively enforcing U.S. criminal laws against vessel owners, operators, managers, crew members, shore side personnel, and corporate officers related to violations of MARPOL. Violations have related to pollution prevention devices, such as the oily-water separator, and include falsifying records, obstructing justice, and making false statements.
Since the 1990s, the Department of Justice (“DOJ”) has been aggressively enforcing U.S. criminal laws against vessel owners, operators, managers, crew members, shore side personnel, and corporate officers related to violations of MARPOL. The DOJ has imposed penalties relating to operating faulty pollution prevention devices, falsifying records, obstructing justice, and making false statements.
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 Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate. 3 The table below sets forth vessel types by geographic market as of December 31 for the indicated years.
To improve fuel efficiency, reduce carbon and other emissions, and provide greater redundancy, PSVs are sometimes equipped with hybrid battery power systems. As of December 31, 2024, seven of the 21 owned PSVs were equipped with hybrid battery power systems. The Company has also committed to additional hybrid battery power systems to be installed on four other PSVs.
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, 2025, nine of the 18 owned PSVs were equipped with hybrid battery power systems. The Company has also acquired two additional hybrid battery power systems that may be installed on two PSVs.
All of the Company’s vessels that are 500 or more gross tons are certified as required under the standards set forth in the ISM Code’s safety and pollution protocols.
All of the Company’s vessels that are 500 or more gross tons are periodically certified to be in compliance with the standards set forth in the ISM Code’s safety and pollution protocols.
Additional factors in the commercial marketability of PSVs are operating draft because certain markets are limited in the size of vessel that can work safely, local flag preference, cabotage requirements and regulations. To improve station keeping ability, many modern PSVs have DP systems capabilities. As of December 31, 2024, all 21 of the owned PSVs were equipped with DP-2.
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. As of December 31, 2025, all of the 18 owned PSVs were equipped with DP-2.
Over the past three years, the Company has worked diligently to right size through vessel sales and exiting from joint ventures, and further configure its fleet to meet the demands of its markets, including by focusing on environmental stewardship through the reconfiguration of vessels to utilize hybrid battery power systems.
Over the past three years, the Company has worked diligently to right size its fleet through sales of lower specification vessels, and further configure its fleet to meet the demands of its markets, including by focusing on improving fuel efficiency and reducing emissions through the reconfiguration of vessels to utilize hybrid battery power systems.
The IMO’s Marine Environment Protection Committee adopted a revised strategy to reduce greenhouse gas emissions and has set a target to reach net-zero GHG emissions from shipping by or around 2050. For operation within the European Union (“E.U.”), the Company’s vessels need to meet the E.U.
The IMO’s Marine Environment Protection Committee adopted a revised strategy to reduce greenhouse gas emissions and has set a target to reach net-zero GHG emissions from shipping by or around 2050.
More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”). There are currently four ECAs worldwide: the Baltic Sea ECA, North Sea ECA, North American ECA, and U.S. Caribbean ECA. A fifth ECA in the Mediterranean Sea will take effect on May 1, 2025.
More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”). There are currently five ECAs worldwide: the Baltic Sea ECA, North Sea ECA, North American ECA, U.S. Caribbean ECA, and Mediterranean ECA. Two more ECAs in the Canadian Arctic and the Norwegian Sea are scheduled to take effect on March 1, 2027.
We have also been exploring additional means to cut down on fuel consumption of FSVs, such as through the installation of whole hull ultrasonic antifouling systems. This antifouling technology is currently on 18 of our FSVs.
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. As of December 31, 2025, this antifouling technology was on 17 of our FSVs and the remaining FSVs were not equipped with antifouling technology.
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.
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.
Customers and Contractual Arrangements The Company’s principal customers are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.
As a consequence of this seasonality, the Company typically schedules drydockings or other repair and maintenance activity during the winter months. 4 Customers and Contractual Arrangements The Company’s principal customers are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.
As of December 31, 2024, 20 vessels were located in this region, including 19 owned and one managed. The Company’s vessels in this market generally support projects for major oil companies primarily in Angola, Senegal, Namibia, Nigeria and the North Sea. Middle East and Asia.
As of December 31, 2025, 16 vessels were located in this region, all of which were owned. The Company’s vessels in this market consist primarily of a fleet of FSVs and PSVs that generally support projects for major oil companies primarily in Angola, Nigeria and the North Sea. Middle East and Asia.
Azule and SEACOR Marine Arabia were responsible for 21% and 19%, respectively, of the Company’s consolidated revenues operations in 2024. The Company’s ten largest customers accounted for approximately 76% of the consolidated revenues in 2024.
Azule, ExxonMobil and SEACOR Marine Arabia were responsible for 27%, 17% and 14%, respectively, of the Company’s consolidated operating revenues in 2025. The Company’s ten largest customers accounted for approximately 84% of consolidated operating revenues in 2025.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” elsewhere in this Annual Report on Form 10-K. 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.
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 of December 31, 2024, 15 vessels were located in this region, including 13 owned and two managed. The Company’s vessels in this area generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates, Qatar and Egypt. Latin America.
As of December 31, 2025, 11 vessels were located in this region, all of which were owned. The Company’s vessels in this market consist primarily of a fleet of FSVs, PSVs and liftboats that generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates and Qatar. Latin America.
However, some of our oil and natural gas customers are increasing their capital expenditures in response to higher post-pandemic demand for energy and are increasing their focus on reliable and secure energy sources while maintaining capital discipline. Additionally, offshore wind farm development, particularly in the Northeast of the U.S., has provided opportunities for the Company to work with new customers.
However, some of our oil and natural gas customers have been increasing their capital expenditures in the years following the COVID-19 pandemic in response to higher demand for energy and are increasing their focus on reliable and secure energy sources while maintaining capital discipline.
Anchor handling towing supply vessels (“AHTS”) are used primarily to support offshore drilling activities by towing, positioning and mooring drilling rigs and other marine equipment.
As of December 31, 2025, two of the five owned liftboats were equipped with DP-2 and the remaining liftboats were not equipped with DP. Anchor handling towing supply vessels (“AHTS”) are used primarily to support offshore drilling activities by towing, positioning and mooring drilling rigs and other marine equipment.
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 also conducts training, drills and safety awareness programs to promote a safe working environment and minimize and respond to hazards. See “Item 1A.
Industry Hazards and Insurance Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of business, contamination of cargo, pollution and other environmental damages and increased costs.
Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of business, contamination of cargo, pollution and other environmental damages and increased costs. The Company maintains hull, liability and war risk, general liability, workers compensation and other customary insurance subject to various deductibles, exclusions and coverage caps.
Markets The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region.
Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Markets The Company operates its fleet in four principal geographic regions: the United States (“U.S.”), primarily Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Guyana and Mexico.
These vessels generally have specialized features adapting them to specific applications including offshore maintenance and construction services, freight hauling services and accommodation services. The Company has not had any specialty vessels in its active fleet since the second quarter of 2022. For information on revenue and Direct Vessel Profit by region see “Item 7.
The Company has not had any AHTS in its active fleet since the third quarter of 2025. For information on revenue and Direct Vessel Profit by region see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 16.
However, U.S.-flag vessels that are engaged in international trade must comply with all of the security measures required by MTSA, as well as SOLAS and the ISPS Code. In response to these security programs, the Company has implemented flag state approved security plans, high-risk waters annexes and other procedures designed to address applicable security standards.
In response to these security programs, the Company has implemented flag state approved security plans, high-risk waters annexes and other procedures designed to address applicable security standards. Industry Hazards and Insurance Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment.
Removed
As of December 31, 2024, three of the eight owned liftboats were equipped with DP-2, one with DP-1 and the remaining liftboats were not equipped with DP.
Added
Additionally, offshore wind farm development, particularly in the Northeast of the U.S., has provided opportunities for the Company to work with new customers to the extent that they have been able to obtain permits. During the year ended December 31, 2025, three customers, Azule Energy Angola S.p.A.
Removed
AHTS are also used to carry and launch equipment such as remote operated vehicles (“ROVs”) used underwater in drilling and well installation, maintenance, and repair and transport supplies and equipment from shore bases to offshore drilling rigs, platforms and other installations, including floating offshore wind farm installations.
Added
The IMO’s Marine Protection Committee is scheduled to meet in October of 2026 to consider formal adoption of amendments to MARPOL relating to the IMO Net-Zero Framework, which, among other things, would introduce a carbon credit trading program for ocean-going vessels larger than 500-gross tons. For operation within the European Union (“E.U.”), the Company’s vessels need to meet the E.U.
Removed
The defining characteristics of AHTS are: (i) horsepower (“bhp”); (ii) Bollard pull, which is the pulling capacity of the AHTS and is important for towing and positioning rigs; (iii) winch size in terms of “line pull” and brake holding capacity; and (iv) wire storage capacity.
Added
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. On January 17, 2025, the USCG issued a final rule on cybersecurity in the U.S. Marine Transportation System, which establishes minimum security requirements for the maritime sector, including U.S.-flag vessels.
Removed
As of December 31, 2024, the Company does not have any owned or leased-in AHTS in its active fleet but manages two sold AHTS on behalf of the new owners. Specialty vessels include anchor handling tugs, accommodation, line handling and other vessels.
Added
The new regulations became effective on July 16, 2025, and require certain cybersecurity training. The regulations also require owners and operators of U.S.-flag vessels to appoint a Cybersecurity Officer, conduct a Cybersecurity Assessment, and develop a Cybersecurity Plan and Cyber Incident Response Plan within certain time periods. The Cybersecurity Plan must be submitted to and approved by the USCG.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Note 16. Major Customers and Segment Information” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Removed
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.
Removed
As a result, the Company no longer operates 19 of the joint-ventured vessels owned by MexMar and OVH, and acquired one previously joint-ventured vessel owned by SEACOR Marlin LLC. For information on cold stacked vessels, see “Item 7.
Removed
During the year ended December 31, 2024, two customers, Azule Energy Angola S.p.A.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

54 edited+13 added−7 removed329 unchanged
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 offshore support vessels as they age; • failure to successfully complete construction or conversion of vessels, repairs, maintenance or routine drydockings on schedule and on budget; • inability to attract and retain qualified personnel and crew vessels appropriately; • inability to improve operations and financial systems, and recruitment of additional staff; • seasonal factors and their impact on business operations and workforce; • incurring high levels of fixed costs regardless of business activity levels; • incurring higher than expected costs to return previously cold-stacked vessels to class as the markets recovers or marketing strategies change; • inflation and increased interest rates may increase operating costs and capital costs; • inability to renew or replace expiring contracts for vessels; • early termination of vessel contracts may adversely affect operations; • inability to protect against service interruptions, data corruption, cyber-based attacks or network security breaches; • failure to comply with data protection and privacy laws could lead to financial penalties and reputational harm; • increased domestic and international laws and regulations, including additional laws and regulations in the event of high-profile incidents; • changes in federal government regulation of offshore resources for the production of oil and natural gas; • changes in laws and regulations, including environmental laws and regulations that can adversely affect the cost, manner or feasibility of doing business; 13 • global climate change and changes to environmental regulations and environmental expectations; • instability of political, military and economic conditions in foreign countries; • business operation disruptions and exposure to liability caused by hazards inherent for the operation of vessels; • ability to retain customers due to a failure to maintain an acceptable safety record; • inadequacy of insurance coverage; • inadequate indemnification by customers for damage to their property or the property of their other contractors; • adverse effects and additional risks to business resulting from significant corporate transactions; • prohibition of operation of offshore support vessels in the U.S. resulting from failure to restrict the amount of ownership of SEACOR Marine’s Common Stock by non-U.S. citizens; • repeal, amendment, suspension or non-enforcement of the Jones Act; • inability to sell off a portion of the business or forfeiture of vessels resulting from restrictions placed on non-U.S. citizen ownership; • restrictions placed by SEACOR Marine’s incorporation and formation documents limiting ownership of Common Stock by individuals and entities that are not U.S. citizens may affect liquidity of Common Stock and may result in non-U.S. citizens being required to sell their shares at a loss or relinquish their voting, dividend and distribution rights; • inability to access funds, redeem any excess shares and suspension of operations in the U.S. coastwise trade due to non-U.S. citizens owning more than 22.5% of SEACOR Marine’s common stock, as limited by our bylaws (which are stricter than the regulatory limit of 25%); • requisition or use by governmental agencies of the Company’s vessels; • inability to improve cash flow and liquidity through vessel sales resulting from inability to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame; • inability to collect amounts owed by customers; • lack of sole decision-making authority and disputes between joint ventures and investments in joint ventures; • exposure to potential future losses due to participation in industry-wide, multi-employer, defined benefit pension plans; • federal law and state law job-related claims; Risk Factors Related to the SEACOR Marine’s Common Stock • fluctuations in Common Stock price; • ownership dilution; • Common Stock price and trading volume decline due to securities or industry analyst reports and recommendations; • costs associated with the development and maintenance of proper and effective internal controls over financial reporting; • failure to achieve and maintain effective internal controls over financial reporting; • depression of Common Stock price due to provisions in SEACOR Marine’s incorporation and formation documents that may discourage, delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management; • limitations to common stockholders’ ability to obtain favorable judicial forum for disputes due to forum selection clause restrictions placed by SEACOR Marine’s incorporation and formation documents; and • intention not to pay dividends on our Common Stock for the foreseeable future. 14 Risk Factors Related to the Company’s Business and Industry The Company is exposed to fluctuating prices of oil and natural gas and decreased demand for oil and natural gas.
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; • restrictions and limitations imposed by credit facilities on operating and financial flexibility; • indebtedness; • downward pricing pressures on the price of crude oil and natural gas resulting from unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such sources; • losses or impairment charges related to sold or idle vessels; • increase in competition in the offshore marine service industry; • oversupply of vessels or equipment serving offshore oil and natural gas operations may adversely impact charter rates for vessels and equipment; • loss of significant customers; • consolidation of customer base may adversely affect demand for services and reduction in revenue; • inability to maintain or replace offshore support vessels as they age; • failure to successfully complete construction or conversion of vessels, repairs, maintenance or routine drydockings on schedule and on budget; • public health emergencies and their impact and disruption to business operations and workforce; • 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 regulation of the offshore marine industry; • changes in federal government regulation of offshore resources for the production of oil and natural gas or the development of offshore wind farms; • changes in a wide range of other laws and regulations that can adversely affect the cost, manner or feasibility of doing business; • global climate change and changes to 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 divest parts of the business or forfeiture of vessels resulting from restrictions placed on non-U.S. citizen ownership; • restrictions placed by SEACOR Marine’s incorporation and formation documents limiting ownership of Common Stock by individuals and entities that are not U.S. citizens may affect liquidity of Common Stock and may result in non-U.S. citizens being required to sell their shares at a loss or relinquish their voting, dividend and distribution rights; • inability to access funds, redeem any excess shares and suspension of operations in the U.S. coastwise trade due to non-U.S. citizens owning more than 22.5% of SEACOR Marine’s common stock, as limited by our bylaws (which are stricter than the regulatory limit of 25%); • requisition or use by governmental agencies of the Company’s vessels; • inability to improve cash flow and liquidity through vessel sales resulting from inability to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame; • inability to collect amounts owed by customers; • lack of sole decision-making authority and disputes between joint ventures and investments in joint ventures; • exposure to potential future losses due to participation in industry-wide, multi-employer, defined benefit pension plans; • federal law and state law job-related claims; Risk Factors Related to the SEACOR Marine’s Common Stock • fluctuations in Common Stock price; • ownership dilution; • Common Stock price and trading volume decline due to securities or industry analyst reports and recommendations; • costs associated with the development and maintenance of proper and effective internal controls over financial reporting; • failure to achieve and maintain effective internal controls over financial reporting; • depression of Common Stock price due to provisions in SEACOR Marine’s incorporation and formation documents that may discourage, delay or prevent a change of control of SEACOR Marine or changes in SEACOR Marine’s management; • limitations to common stockholders’ ability to obtain favorable judicial forum for disputes due to forum selection clause restrictions placed by SEACOR Marine’s incorporation and formation documents; and • intention not to pay dividends on our Common Stock for the foreseeable future. 14 Risk Factors Related to the Company’s Business and Industry The Company is exposed to fluctuating prices of oil and natural gas and decreased demand for oil and natural gas.
The Company operates in four primary regions: the U.S., primarily U.S. Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana.
The Company operates in four primary regions: the U.S., primarily U.S. Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Guyana and Mexico.
Further, to the extent any of the Company’s customers experience an extended period of operating difficulty, it may have a material adverse effect on the Company’s business, financial position, results of operation, cash flows and prospects. Consolidation of the Company’s customer base could adversely affect demand for its services and reduce its revenues.
Further, to the extent any of the Company’s customers experience an extended period of operating difficulty, it may have a material adverse effect on the Company’s business, financial position, results of operation, cash flows and prospects. 18 Consolidation of the Company’s customer base could adversely affect demand for its services and reduce its revenues.
In addition, seasonal volatility can create unpredictability in activity and utilization rates, which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 20 The Company has high levels of fixed costs that will be incurred regardless of its level of business activity.
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 price of oil and natural gas and the relative cost to extract, proximity to market and political imperatives of countries with offshore deposits affect the willingness to commit investment for contract drilling rigs and offshore support vessels used for offshore exploration, field development and production activities, which in turn affects the Company’s results of operations.
Additionally, the price of oil and natural gas and the relative cost to extract, proximity to market and political imperatives of countries with offshore deposits affect the willingness to commit investment for contract drilling rigs and offshore support vessels used for offshore exploration, field development and production activities, which in turn affects the Company’s results of operations.
The Company’s ability to innovate its own technology infrastructure and appropriately address user experience will affect our ability to compete. 18 An oversupply of vessels or equipment that serve offshore oil and natural gas operations could have an adverse impact on the charter rates earned by the Company’s vessels and equipment.
The Company’s ability to innovate its own technology infrastructure and appropriately address user experience will affect our ability to compete. An oversupply of vessels or equipment that serve offshore oil and natural gas operations could have an adverse impact on the charter rates earned by the Company’s vessels and equipment.
The level of activity is subject to large fluctuations in response to relatively minor changes in a variety of factors that are beyond the Company’s control, including: • the worldwide economic environment, trends in international trade or other economic trends, including recessions and the level of activity in energy-consuming markets; • prevailing oil and natural gas prices and expectations about future prices and price volatility; • assessments of offshore drilling prospects compared with land-based opportunities; 15 • the cost of exploring for, producing and delivering oil and natural gas offshore and the relative cost of, and success in, doing so on land, including fracking and other technologies that make it more economical to produce oil from non-traditional sources; • consolidation of oil and natural gas and oil service companies operating offshore; • worldwide supply and demand for energy, petroleum products and chemical products; • availability and rate of discovery of new oil and natural gas reserves in offshore areas; • federal, state, local and international political and economic conditions, and policies including cabotage and local content laws; • technological advancements affecting exploration, development, energy production and consumption; • the ability or willingness of the Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing; • the level of oil and natural gas production by non-OPEC countries; • international sanctions on oil producing countries including certain sanctions against Iran, Russia and Venezuela and the acceptance of oil produced by such countries; • terrorism, civil unrest and the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities involving significant oil producing regions such as the Middle East, Russia and Venezuela as well as other geographic areas, including the U.S.; • weather conditions and catastrophic events; • environmental regulation and, more generally, the energy transition to non-hydrocarbon sources; • regulation of drilling activities and the availability of drilling permits and concessions; • the ability of oil and natural gas companies to generate or otherwise obtain funds for capital projects; and • increase in the use and exploitation of renewable energy and the development of alternative fuel or energy sources.
The 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 and natural gas producing countries, including certain sanctions against Iran, Russia and Venezuela, the acceptance of oil produced by such countries, and the allocation of our customers’ capital expenditure budgets to such countries; • terrorism, civil unrest and the worldwide political and military environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities involving significant oil producing regions such as the Middle East, Russia and Venezuela as well as other geographic areas, including the U.S.; • weather conditions and catastrophic events; • environmental regulation and, more generally, the energy transition to non-hydrocarbon sources; • regulation of drilling activities and the availability of drilling permits and concessions; • the ability of oil and natural gas companies to generate or otherwise obtain funds for capital projects; and • increase in the use and exploitation of renewable energy and the development of alternative fuel or energy sources.
The Company 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 may record additional losses or impairment charges related to sold or idle vessels. Prolonged periods of low utilization or low 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.
For instance, the 2024 SMFH Credit Facility (as defined below) contains covenants limiting the ability of the Company and its subsidiaries to incur additional indebtedness or liens (subject to important exceptions) and also requires the Company to maintain a minimum of Cash and Cash Equivalents equal to the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as each are defined in the 2024 SMFH Credit Facility) (see “Note 5.
For instance, the 2024 SMFH Credit Facility (as defined below) contains covenants limiting the ability of the Company to incur additional indebtedness or liens (subject to important exceptions) and also requires the Company to maintain a minimum of Cash and Cash Equivalents equal to the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as each are defined in the 2024 SMFH Credit Facility) (see “Note 5.
While the Company was in compliance with all such covenants as of December 31, 2024, the Company’s ability to maintain compliance with these financial ratio covenants may be affected by general economic conditions or other events beyond the Company’s control and no assurance can be given that such ratios will be met in the future.
While the Company was in compliance with all such covenants as of December 31, 2025, the Company’s ability to maintain compliance with these financial ratio covenants may be affected by general economic conditions or other events beyond the Company’s control and no assurance can be given that such ratios will be met in the future.
Such a lawsuit could also divert the time and attention of the Company’s management from its business. 32 An investor’s percentage of ownership in the Company may be diluted in the future as result of warrant exercise, the issuance of equity incentive awards, and sales of Common Stock, including pursuant to the Company’s ATM Program.
Such a lawsuit could also divert the time and attention of the Company’s management from its business. 32 An investor’s percentage of ownership in the Company may be diluted in the future as result of the issuance of equity incentive awards and sales of Common Stock, including pursuant to the Company’s ATM Program.
Negative publicity may have an adverse impact on the Company’s reputation and the morale of its employees, which could materially adversely affect its business, financial position, results of operations, cash flows and prospects. Changes or modifications in financial account standards or practices may cause an adverse impact on reported results of operations or financial conditions.
Negative publicity may have an adverse impact on the Company’s reputation and the morale of its employees, which could materially adversely affect its business, financial position, results of operations, cash flows and prospects. Changes or modifications in financial accounting standards or practices may cause an adverse impact on reported results of operations or financial conditions.
The increased use of electric cars and the development of alternative sources of energy to hydrocarbons, such as solar and wind power and other developing technology, as well as increasing regulations on greenhouse gas emissions and actions taken and expected to be taken by companies, governments and investors to reduce dependence on hydrocarbon-based fuels, are widely expected to further diminish the demand for oil and natural gas in the coming years.
The increased use of electric cars and the development of alternative sources of energy to hydrocarbons, such as solar and wind power and other developing technology, as well as increasing regulations on greenhouse gas emissions and actions taken and expected to be taken by companies, governments and investors to reduce dependence on hydrocarbon-based fuels could further diminish the demand for oil and natural gas in the coming years.
Activity outside the U.S. involves additional risks, including the possibility of: • U.S. embargoes or restrictive actions and regulations by U.S. and foreign governments that could limit the Company’s ability to provide services in foreign countries or cause retaliatory actions by such governments; • a change in, or the imposition of, withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment; • limitations on the repatriation of earnings or currency exchange controls and import/export quotas; • unwaivable, burdensome local cabotage, local content and local ownership laws and requirements; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist acts, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for the Company’s services and its profitability; • potential noncompliance with a wide variety of laws and regulations, such as the FCPA, and similar non-U.S. laws and regulations, including the United Kingdom (U.K.) Bribery Act 2010; • labor strikes; • import or export quotas and other forms of public and government regulation; • changes in general economic and political conditions; • regional conflicts, including in Ukraine, Israel and around the Red Sea; • difficulty in staffing and managing widespread operations, including the ability to transfer qualified labor to local operations; and • inadequate or delayed response to natural disasters or other major incidents or events in less developed countries. 26 Some of the Company’s customers are located in emerging markets, which can further exacerbate the foregoing risks.
Activity outside the U.S. involves additional risks, including the possibility of: • U.S. embargoes or restrictive actions and regulations by U.S. and foreign governments that could limit the Company’s ability to provide services in foreign countries or cause retaliatory actions by such governments; • a change in, or the imposition of, withholding or other taxes on foreign income, tariffs or restrictions on foreign trade and investment; • limitations on the repatriation of earnings or currency exchange controls and import/export quotas; • unwaivable, burdensome local cabotage, local content and local ownership laws and requirements; • nationalization, expropriation, asset seizure, blockades and blacklisting; • limitations in the availability, amount or terms of insurance coverage; • loss of contract rights and inability to enforce contracts; • political instability, war and civil disturbances or other risks that may limit or disrupt markets, such as terrorist acts, piracy and kidnapping; • fluctuations in currency exchange rates, hard currency shortages and controls on currency exchange that affect demand for the Company’s services and its profitability; • potential noncompliance with a wide variety of laws and regulations, such as the FCPA, and similar non-U.S. laws and regulations, including the United Kingdom (U.K.) Bribery Act 2010; • labor strikes; • import or export quotas and other forms of public and government regulation; • changes in general economic and political conditions; 26 • regional conflicts, including in Ukraine, Israel and around the Red Sea, and Venezuela; • 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.
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.
Factors such as global and/or regional conflicts, such as the conflict between Russia and Ukraine and the hostilities in the Middle East, military intervention by the U.S. in Venezuela, 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.
This could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The early termination of contracts on the Company’s vessels could have a material adverse effect on its operations. Most of the long-term contracts for the Company’s vessels contain early termination options in favor of the customer.
These risks could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The early termination of contracts on the Company’s vessels could have a material adverse effect on its operations. Most of the long-term contracts for the Company’s vessels contain early termination options in favor of the customer.
Over time, the techniques used to conduct these cyber-attacks, as well as the sources and targets of these attacks, have changed and become increasingly sophisticated, including the increased use of cyber-attack tools that can circumvent security controls and evade detection.
Over time, the techniques used to conduct these cyber-attacks, as well as the sources and targets of these attacks, have changed and become increasingly sophisticated, including the application of generative AI and the increased use of cyber-attack tools that can circumvent security controls and evade detection.
As of December 31, 2024, the average age of the Company’s owned vessels was approximately ten years. The Company believes that after a vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable.
As of December 31, 2025, the average age of the Company’s owned vessels was approximately 11 years. The Company believes that after a vessel has been in service for approximately 20 years, the expense (which typically increases with age) necessary to satisfy required marine certification standards may not be economically justifiable.
As of December 31, 2024, the Company has $350.0 million of outstanding indebtedness under the loan facility entered into by SEACOR Marine Foreign Holdings Inc. (“SMFH”), a wholly owned subsidiary of the Company, on November 27, 2024 (the “2024 SMFH Credit Facility”), which bears interest at a fixed rate of 10.30% per annum.
As of December 31, 2025, the Company has $338.9 million of outstanding indebtedness under the loan facility entered into by SEACOR Marine Foreign Holdings Inc. (“SMFH”), a wholly owned subsidiary of the Company, on November 27, 2024 (the “2024 SMFH Credit Facility”), which bears interest at a fixed rate of 10.30% per annum.
If the Company were to seek to sell any portion of its business that owns any of these vessels, it may have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the U.S. citizenship restrictions described above.
If the Company were to seek to sell any of these vessels or a portion of its business that operates them, it may have fewer potential purchasers, since some potential purchasers might be unable or unwilling to satisfy the U.S. citizenship restrictions described above.
During 2024, 2023 and 2022, the Company recognized impairment charges of $3.7 million, $0.7 million and $2.9 million, respectively, related to tangible assets. There is a high level of competition in the offshore marine service industry.
During 2024 and 2023, the Company recognized impairment charges of $3.7 million and $0.7 million, respectively, related to tangible assets. 17 There is a high level of competition in the offshore marine service industry.
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 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, the conflicts in the Middle East and military intervention by the U.S. in Venezuela, 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.
To the extent other nations similarly restrict economic development in their offshore waters, those restrictions could similarly adversely impact the Company. The Company is subject to complex laws and regulations, including environmental laws and regulations, that can adversely affect the cost, manner or feasibility of doing business.
To the extent other nations similarly restrict economic development in their offshore waters, those restrictions could similarly adversely impact the Company. The Company is subject to a wide range of other complex laws and regulations that can adversely affect the cost, manner or feasibility of doing business.
Related credit risks are inherent as the Company does not typically collateralize receivables due from customers and the Company’s ten largest customers accounted for approximately 76% of the consolidated revenues in 2024.
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 84% of the consolidated revenues in 2025.
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.
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. During 2025, the Company did not recognize impairment charges related to tangible assets.
During the year ended December 31, 2024, two customers, Azule and SEACOR Marine Arabia, a joint venture through which vessels are chartered to Saudi Aramco, were together responsible for 40% of the Company’s operating revenues. In addition, one or more of the Company's joint ventures may rely primarily on a single customer for their revenues.
During the year ended December 31, 2025, three customers, Azule, ExxonMobil and SEACOR Marine Arabia, a joint venture through which vessels are chartered to Saudi Aramco, were together responsible for 58% of the Company’s operating revenues. In addition, one or more of the Company's joint ventures may rely primarily on a single customer for their revenues.
For the years ended December 31, 2024, 2023 and 2022, 87%, 79% and 72%, respectively, of the Company’s operating revenues and $2.3 million, $3.6 million and $7.0 million, respectively, of its equity in earnings from 50% or less owned companies, net of tax, were derived from foreign operations.
For the years ended December 31, 2025, 2024 and 2023, 84%, 87% and 79%, respectively, of the Company’s operating revenues and $1.7 million, $2.3 million and $3.6 million, respectively, of its equity in earnings from 50% or less owned companies, net of tax, were derived from foreign operations.
While the Company has entered into agreements to build two PSVs with expected delivery in the fourth quarter of 2026 and first quarter of 2027, respectively, there can be no assurance that the Company will be able to maintain its fleet by extending the economic life of existing vessels, or that its financial resources will be sufficient to enable it to make expenditures necessary for these purposes or to acquire or build replacement vessels, all of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 19 The failure to successfully complete construction or conversion, repairs, maintenance or routine drydockings of the Company's vessels on schedule and on budget could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
While the Company has entered into agreements to build two PSVs with expected delivery in the fourth quarter of 2026 and first quarter of 2027, respectively, there can be no assurance that the Company will be able to maintain its fleet by extending the economic life of existing vessels, or that its financial resources will be sufficient to enable it to make expenditures necessary for these purposes or to acquire or build replacement vessels, all of which could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
While these rules were voluntarily stayed by the SEC, pending judicial review, the final outcome remains uncertain, making it difficult to predict their potential impact on the Company, including potential regulatory compliance costs.
While implementation of these rules have been voluntarily stayed by the SEC, pending judicial review, the final outcome remains uncertain, making it difficult to predict their potential impact on the Company, including potential regulatory compliance costs.
For instance, for the years ended December 31, 2024, 2023, and 2022, approximately 13%, 21% and 28%, respectively, of the Company’s operating revenues were earned in the U.S.
For instance, for the years ended December 31, 2025, 2024, and 2023, approximately 16%, 13% and 21%, respectively, of the Company’s operating revenues were earned in the U.S.
During the years ended December 31, 2024, 2023, and 2022, the Company’s ten largest customers accounted for approximately 76%, 73% and 66%, respectively, of its operating revenues.
During the years ended December 31, 2025, 2024, and 2023, the Company’s ten largest customers accounted for approximately 84%, 76% and 73%, respectively, of its operating revenues.
While spending on the Company’s services has steadily improved, the Company’s overall fleet utilization for the years ended December 31, 2024, 2023 and 2022, was 67%, 75% and 75%, respectively.
While spending on the Company’s services has steadily improved since the pandemic, the Company’s overall fleet utilization for the years ended December 31, 2025, 2024 and 2023, was 66%, 67% and 75%, respectively.
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.
Restrictions on non-U.S. citizen ownership of the Company’s vessels could limit its ability to divest parts of its business or result in the forfeiture of 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.
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. 19 The Company’s inability to attract and retain qualified personnel and crew its vessels could have an adverse effect on its business.
A decline in revenue due to lower day rates and/or utilization may not be offset by a corresponding decrease in the Company’s fixed costs and could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
A decline in revenue due to lower day rates and/or utilization may not be offset by a corresponding decrease in the Company’s fixed costs and could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 20 The Company may be required to incur higher than expected costs to return previously cold-stacked vessels to class.
These regulations could lead to additional costs for the Company, as well as disruption to its information technology systems. 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. Laws regulating offshore economic activities could adversely impact the Company.
For these reasons, further changes in regulation of the offshore marine industry could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. 22 Laws regulating offshore economic activities could adversely impact the Company.
Negative covenants such as limitations on the incurrence of additional indebtedness or liens may affect the Company’s ability to incur additional debt if needed, while asset sale covenants could affect its ability to sell assets to generate liquidity and properly manage its fleet size.
Negative covenants such as limitations on the incurrence of additional indebtedness or liens may affect the Company’s ability to incur additional debt if needed, while asset sale covenants could affect its ability to sell assets to generate liquidity and properly manage its fleet size. 16 Requirements to maintain a minimum level of liquidity could also affect cash available for working capital, capital expenditures, debt service and general corporate purposes.
Any violation of these laws or harm to the Company’s reputation could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects. 22 Increased domestic and international laws and regulations may materially adversely impact the Company, and the Company may become subject to additional international laws and regulations in the event of high-profile incidents.
Any violation of these laws or harm to the Company’s reputation could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows and prospects. Increased regulation of the offshore marine industry may materially adversely impact the Company.
The Company cannot assure you that its processes and controls will successfully permit it to report such data in a manner that complies with its standards or those of others, or is otherwise satisfactory to its various stakeholders and regulators.
The Company cannot assure you that its processes and controls will successfully permit it to report such data in a manner that complies with its standards or those of others, or is otherwise satisfactory to its various stakeholders and regulators. 25 Governments could also pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy.
Furthermore, on January 20, 2025, the U.S. President suspended new or renewed wind energy leasing in the Outer Continental Shelf. These actions create uncertainties regarding the current and future level of permitted offshore leasing. New offshore oil and natural gas exploration, drilling or production may be subject to continuing or newly enacted moratoriums or bans.
These actions create uncertainties regarding the current and future level of permitted offshore leasing. New offshore oil and natural gas exploration, drilling or production may be subject to continuing or newly enacted moratoriums or bans.
As a result, the sales price for that portion of the Company’s business may not attain the amount that could be obtained through unconstrained bidding.
As a result, the sales price received from any such purchaser may not attain the amount that could be obtained through unconstrained bidding.
Vessels registered under other flag states may also be subject to requisition or purchase in accordance with comparable applicable local laws. The Company may not be able to sell vessels to improve its liquidity because it may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame.
The Company may not be able to sell vessels to improve its liquidity because it may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable time frame. The Company may seek to sell some of its vessels to provide liquidity.
Significant cost overruns or delays for such vessels could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company’s inability to attract and retain qualified personnel and crew its vessels could have an adverse effect on its business.
Significant cost overruns or delays for such vessels could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects. The Company’s business operations and workforce face risks related to public health emergencies, which could significantly disrupt the Company’s operations.
While the global inflation rate began to ease somewhat in 2023 and 2024 as a result of central bank policy tightening, core inflation remains persistent. As a result of the decline in global inflation, while the U.S. Federal Reserve cut the federal funds rate three times in 2024 by a total of 100 basis points, the U.S.
While the global inflation rate has eased significantly from its highs in 2022, core inflation remains persistent. As a result of the decline in global inflation, the U.S. Federal Reserve cut the federal funds rate three times in 2024 by a total of 100 basis points and three times in 2025 for a total of 75 basis points.
The Company expects these inflationary pressures to continue to impact its margins and more generally, its business in 2025. The Company may not be able to renew or replace expiring contracts for its vessels.
There is no telling if interest rates will stabilize, increase or decrease, either globally or in the U.S. specifically. The Company expects these inflationary pressures to continue to impact its margins and more generally, its business, in 2026. The Company may not be able to renew or replace expiring contracts for its vessels.
The Company may sell up to $25.0 million of Common Stock under the ATM Program. See “Item 7A. Management’s Discussion and Analysis – Recent Developments”. In addition, an investor’s percentage ownership in the Company will be diluted if holders of the Company’s outstanding warrants exercise their warrants.
The Company may sell up to $25.0 million of Common Stock under the ATM Program. See “Item 7A. Management’s Discussion and Analysis – Recent Developments”.
The variability and uncertainty of current and future shipping regulations could hamper the ability of the Company and its customers to plan for the future or establish long-term strategies.
The variability and uncertainty of current and future regulations continue to increase the Company’s compliance costs, subject it to greater risk of non-compliance and limit the ability of the Company and its customers to plan for the future or establish long-term strategies.
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.
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.
Public health emergencies, including pandemics, epidemics and other outbreaks, pose significant risks to our business through their effect on the economy and subsequent effect on supply and demand for our services, labor shortages, and operational processes, among other factors. 16 Additionally, an outbreak of contagious disease on any of the Company’s vessels may result in the vessel, or some or all of the vessel crew, being quarantined or unable to work, which would hinder the vessel’s ability to generate revenue and the crew’s ability to man any substitute vessel.
Additionally, an outbreak of contagious disease on any of the Company’s vessels may result in the vessel, or some or all of the vessel crew, being quarantined or unable to work, which would hinder the vessel’s ability to generate revenue and the crew’s ability to man any substitute vessel.
The Company’s overall debt level and/or market conditions could limit its ability to issue additional debt in amounts and/or on terms that it considers reasonable. 17 Unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such sources has and will likely continue to exert downward pricing pressures on the price of crude oil and natural gas.
Unconventional crude oil and natural gas sources and improved economics of producing natural gas and oil from such sources has and will likely continue to exert downward pricing pressures on the price of crude oil and natural gas.
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.
These regulations could lead to additional costs for the Company, as well as disruption to its information technology systems. 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.
During 2024, WTI oil prices hit a low of $66 per barrel in September 2024 and a high of $87 per barrel in April 2024, ending the year at $72 per barrel. Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand.
Declines in oil prices are primarily caused by, among other things, an excess of supply of crude oil in relation to demand.
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. 25 While some investors continue to be focused on ESG matters and failure to address their needs could lead to stock price volatility, there has been an increase in anti-ESG and anti-diversity, equity and inclusion initiatives and sentiment which may serve as a counteracting concern in the future, particularly in light of recent changes in U.S. governmental policy, and could result in additional compliance obligations or becoming the subject of investigations or enforcement actions.
While some investors advocate for an increased focus on ESG matters, there has been an increase in anti-ESG and anti-diversity, equity and inclusion initiatives and sentiment, including recent changes in U.S. governmental policy. These developments could result in additional compliance obligations or becoming the subject of investigations or enforcement actions.
Governments could also pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy. These requirements could reduce demand for oil and natural gas and therefore the services provided by the Company.
These requirements could reduce demand for oil and natural gas and therefore the services provided by the Company.
Removed
The Company’s business operations and workforce face risks related to public health emergencies, which could significantly disrupt the Company’s operations.
Added
For example, the implementation or removal of sanctions on countries with oil and natural gas production could significantly decrease or increase the supply of oil and natural gas and the corresponding price for such commodities.
Removed
Requirements to maintain a minimum level of liquidity could also affect cash available for working capital, capital expenditures, debt service and general corporate purposes.
Added
Recent U.S. foreign policy decisions may also have short- and long-term effects on oil and gas pricing. During 2025, WTI oil prices hit a low of $55 per barrel in December 2025 and a high of $81 per barrel in January 2025, ending the year at $57 per barrel.
Removed
The Company may be required to incur higher than expected costs to return previously cold-stacked vessels to class. As of December 31, 2024, two of 51 owned vessels were cold-stacked worldwide and, if the industry experiences another downturn, the Company may determine to cold-stack additional vessels in response to such downturn.
Added
The Company’s overall debt level and/or market conditions could limit its ability to issue additional debt in amounts and/or on terms that it considers reasonable.
Removed
Federal Reserve held rates steady in their January 2025 meeting and indicated the pause will likely continue for 2025. As a result, there is no telling if interest rates will stabilize, continue to increase or continue to decrease, either globally or in the U.S. specifically.
Added
The failure to successfully complete construction or conversion, repairs, maintenance or routine drydockings of the Company's vessels on schedule and on budget could have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and prospects.
Removed
Moreover, continuing changes in regulation increase our compliance costs and make it more difficult for the Company to implement long-term plans. In addition, the bodies that regulate maritime operations are considering enacting regulations meant to safeguard the industry and its participant from cyber-threats.
Added
Public health emergencies, including pandemics, epidemics and other outbreaks, pose significant risks to our business through their effect on the economy and subsequent effect on supply and demand for our services, labor shortages, and operational processes, among other factors.
Removed
The Company may seek to sell some of its vessels to provide liquidity.
Added
Historically, during periods of low utilization, the Company adhered to a policy of cold stacking vessels to decrease maintenance and related variable costs. While cold stacking vessels helps maintain financial discipline, the cost and time to reactivate cold-stacked vessels could be significant.
Removed
As of December 31, 2024, the Company has outstanding warrants to purchase 1,280,195 shares of Common Stock, which if exercised would dilute the ownership percentage of the Company’s shareholders.
Added
For example, two of the Company's liftboats in the Middle East recently ended their contracts and have entered a period of drydocking for maintenance and repair. When these liftboats complete their drydockings and return to market, the Company's ability to obtain new contracts for these liftboats is subject to the above-described risks.
Added
Furthermore, on January 20, 2025, the U.S. President suspended new or renewed wind energy leasing in the Outer Continental Shelf. Additionally, on December 22, 2025, the Director of the U.S. Bureau of Ocean Energy Management issued stop-work orders to suspend all ongoing activities for 90 days related to five offshore wind projects on the Outer Continental Shelf.
Added
Business—Governmental Regulations—Regulatory Compliance” of this Annual Report on Form 10-K. In early 2025, the USCG issued a new rule applicable to the maritime sector that mandates certain cybersecurity training and requires the Company to take various other actions with respect to managing cybersecurity risk.
Added
Moreover, uncertainty related to regulations generally associated with climate change and renewable energy can increase Company costs and affect its results of operations. For instance, certain of the Company’s vessels are used to service offshore wind farms.
Added
It is unclear what the long-term effect of the current U.S. administration’s policies related wind farms will have on that industry and, in turn, our provision of services to the industry.
Added
Some of the Company’s customers are located in emerging markets, which can further exacerbate the foregoing risks.
Added
Vessels registered by the Company under other flag states may also be subject to requisition or purchase in accordance with comparable applicable laws of those states.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Cybersecurity Committee continuously monitors incidents as they are remedied to ensure proper remediation and, if necessary, the ability to report to the Board of Directors if previously unknown material information arises during such remediation. 38 The Company engages subject matter experts such as consultants and auditors to assist us in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor the Company’s systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
Biggest changeThe Company engages subject matter experts such as consultants and auditors to assist the Company in establishing processes to assess, identify, and manage potential and actual cybersecurity threats, to actively monitor the Company’s systems internally using widely accepted digital applications, processes, and controls, and to provide forensic assistance to facilitate system recovery in the case of an incident.
The Director of Technology has a combined twenty-one years of experience leading and working on cybersecurity teams at the Company and other companies in the oil and natural gas industry, has significant experience with networking, on-premises and cloud-based infrastructure, and cybersecurity controls, and has a Bachelor of Science degree.
The Director of Technology has twenty-two years of experience leading and working on cybersecurity teams at the Company and other companies in the oil and natural gas industry, has significant experience with networking, on-premises and cloud-based infrastructure, and cybersecurity controls, and has a Bachelor of Science degree.
When the Company experiences a cybersecurity incident, the Director of Technology will inform the Cybersecurity Committee, which will then evaluate and assess the materiality of the incident to the Company, its information technology infrastructure and data integrity, and, in particular, whether the cybersecurity incident should be reported to the Board of Directors in advance of or external to the next regular cybersecurity update.
The Cybersecurity Committee escalates events, including to the Chief Executive Officer and Board of Directors, as relevant, based on the materiality of the event. 38 When the Company experiences a cybersecurity incident, the Director of Technology will inform the Cybersecurity Committee, which will then evaluate and assess the materiality of the incident to the Company, its information technology infrastructure and data integrity, and, in particular, whether the cybersecurity incident should be reported to the Board of Directors in advance of or external to the next regular cybersecurity update.
As noted above, the Cybersecurity Committee is also implementing comprehensive incident response plans that outline the appropriate communication flow and response for certain categories of potential cybersecurity incidents. The Cybersecurity Committee escalates events, including to the Chief Executive Officer and Board of Directors, as relevant, based on the materiality of the event.
As noted above, the Cybersecurity Committee is also implementing comprehensive incident response plans that outline the appropriate communication flow and response for certain categories of potential cybersecurity incidents.
The Cybersecurity Committee develops and implements cybersecurity risk mitigation strategies and activities throughout the year, including the management of comprehensive incident response plans, oversees the cybersecurity risks posed by third-party vendors and receives regular updates on cybersecurity-related matters. The Company has adopted the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to continuously evaluate and enhance its cybersecurity procedures.
The Cybersecurity Committee develops and implements cybersecurity risk mitigation strategies, policies and activities throughout the year, including the management of comprehensive incident response plans as well as the Company’s AI acceptable use policy. Additionally, the Cybersecurity Committee oversees the cybersecurity risks posed by third-party vendors and receives regular updates on cybersecurity-related matters.
Added
The Company has adopted the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework to continuously evaluate and enhance its cybersecurity procedures.
Added
The Cybersecurity Committee continuously monitors incidents as they are remedied to ensure proper remediation and, if necessary, the ability to report to the Board of Directors if previously unknown material information arises during such remediation. The Cybersecurity Committee is an integral part of our disclosure controls and procedures.

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 February 26, 2025): Name Age Position John Gellert 54 President, Chief Executive Officer and a director of SEACOR Marine since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings Inc. (“SEACOR Holdings”), Mr.
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 25, 2026): Name Age Position John Gellert 55 President, Chief Executive Officer and a director of SEACOR Marine since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings Inc. (“SEACOR Holdings”), Mr.
Llorca worked in the corporate group of SEACOR Holdings. From 2000 to 2004, Mr. Llorca worked at Nabors Drilling where he held various operational and management positions internationally. Mr. Llorca graduated from ICADE with degrees in business and law. Gregory Rossmiller 55 Senior Vice President and Chief Accounting Officer since April 17, 2018. Prior to his appointment, Mr.
Llorca worked in the corporate group of SEACOR Holdings. From 2000 to 2004, Mr. Llorca worked at Nabors Drilling where he held various operational and management positions internationally. Mr. Llorca graduated from ICADE with degrees in business and law. Gregory Rossmiller 56 Senior Vice President and Chief Accounting Officer since April 17, 2018. Prior to his appointment, 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 42 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 43 Senior Vice President, General Counsel and Secretary since January 22, 2018.
Jesús Llorca 49 Executive Vice President and Chief Financial Officer since April 2, 2018. Prior to his appointment, Mr. Llorca was Executive Vice President of Corporate Development since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings, Mr. Llorca was a Vice President of SEACOR Holdings since 2007. From 2004 to 2007, Mr.
Jesús Llorca 50 Executive Vice President and Chief Financial Officer since April 2, 2018. Prior to his appointment, Mr. Llorca was Executive Vice President of Corporate Development since June 1, 2017. Prior to the spin-off of SEACOR Marine from SEACOR Holdings, Mr. Llorca was a Vice President of SEACOR Holdings since 2007. From 2004 to 2007, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+1 added−1 removed2 unchanged
Biggest changeDecember 31, 2019 2020 2021 2022 2023 2024 SEACOR Marine Holdings Inc. $ 100 $ 20 $ 25 $ 66 $ 91 $ 48 Russell 2000 Index $ 100 $ 118 $ 135 $ 106 $ 121 $ 134 PHLX Oil Service Sector Index $ 100 $ 57 $ 67 $ 107 $ 107 $ 98 Issuer Repurchases of Equity Securities The following table provides information with respect to purchases by the Company of shares of its Common Stock during the fourth quarter of 2024: Period Total number of shares purchased Average price per share Total number of Shares Purchased as Part of a Publicly Announced Plan Maximum number of Shares that may be Purchased Under the Plan October 1, 2024 to October 31, 2024 — $ — — — November 1, 2024 to November 30, 2024 — $ — — — December 1, 2024 to December 31, 2024 — $ — — — Total — $ — — — ITEM 6. [RESERVED] 42
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 2025: 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, 2025 to October 31, 2025 — $ — — — November 1, 2025 to November 30, 2025 7,417 $ 6.97 — — December 1, 2025 to December 31, 2025 — $ — — — Total 7,417 $ 6.97 — — For the three months ended December 31, 2025, the Company acquired for treasury 7,417 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $51,656.
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.
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 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 23, 2025, there were 434 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 22, 2026, there were 388 holders of record of Common Stock.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which notes that the information required by this Item will be incorporated herein by reference to the Company’s definitive proxy statement. 41 Performance Graph The chart and table below present a comparison of the cumulative total shareholder return, assuming $100 invested on December 31, 2019 for SEACOR Marine Holdings Inc., the Russell 2000 Index and the PHLX Oil Service Sector Index.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which notes that the information required by this Item will be incorporated herein by reference to the Company’s definitive proxy statement.
Removed
Cumulative total shareholder return assumes reinvestment of dividends.
Added
These shares were purchased in accordance with the terms of the Company’s 2022 Equity Incentive Plan. ITEM 6. [RESERVED] 41

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 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.
Biggest changeManagement’s Discussion and Analysis of Financial Condition and Results of Operations 42 Overview 42 Recent Developments 42 Trends Affecting the Offshore Marine Business 43 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.

Item 7. Management's Discussion & Analysis

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

88 edited+21 added−33 removed67 unchanged
Biggest changeAs markets change, the impact of vessel impairments will be evaluated. 46 Consolidated Resul ts of Operations For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Average Rates Per Day $ 18,989 $ 16,375 $ 12,673 Fleet Utilization 67 % 75 % 75 % Fleet Available Days 19,895 20,519 21,291 Operating revenues: Time charter $ 254,320 94 % $ 251,385 89 % $ 203,534 93 % Bareboat charter 1,464 1 % 1,460 1 % 1,374 1 % Other marine services 15,577 5 % 26,666 10 % 12,417 6 % 271,361 100 % 279,511 100 % 217,325 100 % Costs and Expenses: Operating: Personnel $ 85,541 32 % $ 81,770 29 % $ 77,782 36 % Repairs and maintenance 40,385 15 % 26,826 10 % 31,496 14 % Drydocking 21,451 8 % 6,598 2 % 18,160 8 % Insurance and loss reserves 9,894 4 % 9,956 4 % 9,962 5 % Fuel, lubes and supplies 19,947 7 % 17,187 6 % 19,289 9 % Other 20,034 7 % 17,313 6 % 15,296 7 % 197,252 73 % 159,650 57 % 171,985 79 % Lease expense 1,678 1 % 2,748 1 % 3,869 2 % Administrative and general 44,713 16 % 49,183 18 % 40,911 19 % Depreciation and amortization 51,628 19 % 53,821 19 % 55,957 26 % 295,271 109 % 265,402 95 % 272,722 125 % Gains on Asset Dispositions and Impairments, Net 13,481 5 % 21,409 8 % 1,398 1 % Operating (Loss) Income (10,429 ) (4 )% 35,518 13 % (53,999 ) (25 )% Other Expense, Net (72,618 ) (27 )% (39,589 ) (14 )% (16,079 ) (7 )% Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies (83,047 ) (31 )% (4,071 ) (1 )% (70,078 ) (32 )% Income Tax (Benefit) Expense (2,615 ) (1 )% 8,799 3 % 8,582 4 % Loss Before Equity in Earnings of 50% or Less Owned Companies (80,432 ) (30 )% (12,870 ) (5 )% (78,660 ) (36 )% Equity in Earnings of 50% or Less Owned Companies 2,308 1 % 3,556 1 % 7,011 3 % Net Loss (78,124 ) (29 )% (9,314 ) (3 )% (71,649 ) (33 )% Net Income attributable to Noncontrolling Interests in Subsidiaries — — % — — % 1 0 % Net Loss attributable to SEACOR Marine Holdings Inc. $ (78,124 ) (29 )% $ (9,314 ) (3 )% $ (71,650 ) (33 )% 47 The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics): United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2024 Time Charter Statistics: Average Rates Per Day $ 23,076 $ 17,453 $ 17,285 $ 23,462 $ 18,989 Fleet Utilization 38 % 75 % 78 % 66 % 67 % Fleet Available Days 3,688 7,590 5,215 3,402 19,895 Operating Revenues: Time charter $ 31,991 $ 99,410 $ 70,346 $ 52,573 $ 254,320 Bareboat charter — — — 1,464 1,464 Other marine services 3,808 5,272 1,979 4,518 15,577 35,799 104,682 72,325 58,555 271,361 Direct Costs and Expenses: Operating: Personnel $ 24,459 $ 21,887 $ 24,132 $ 15,063 $ 85,541 Repairs and maintenance 6,618 13,537 13,047 7,183 40,385 Drydocking 8,604 4,774 2,796 5,277 21,451 Insurance and loss reserves 2,992 2,329 3,147 1,426 9,894 Fuel, lubes and supplies 3,351 7,197 4,184 5,215 19,947 Other 509 12,723 4,425 2,377 20,034 46,533 62,447 51,731 36,541 197,252 Direct Vessel (Loss) Profit $ (10,734 ) $ 42,235 $ 20,594 $ 22,014 $ 74,109 Other Costs and Expenses: Lease expense $ 555 $ 507 $ 301 $ 315 1,678 Administrative and general 44,713 Depreciation and amortization 12,334 17,497 13,276 8,521 51,628 98,019 Gains on asset dispositions and impairments, net 13,481 Operating loss $ (10,429 ) As of December 31, 2024 Property and Equipment: Historical cost $ 195,756 $ 325,000 $ 240,075 $ 139,583 $ 900,414 Accumulated depreciation (104,771 ) (121,320 ) (97,908 ) (43,449 ) (367,448 ) $ 90,985 $ 203,680 $ 142,167 $ 96,134 $ 532,966 Total Assets (1) $ 120,347 $ 241,278 $ 174,410 $ 117,475 $ 653,510 (1) Total Assets exclude $73.6 million of corporate assets. 48 United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 20,967 $ 14,612 $ 15,003 $ 18,937 $ 16,375 Fleet Utilization 45 % 87 % 76 % 88 % 75 % Fleet Available Days 4,443 6,935 5,829 3,312 20,519 Operating Revenues: Time charter $ 41,850 $ 87,729 $ 66,407 $ 55,399 $ 251,385 Bareboat charter — — — 1,460 1,460 Other marine services 17,678 2,582 4,345 2,061 26,666 59,528 90,311 70,752 58,920 279,511 Direct Costs and Expenses: Operating: Personnel $ 26,110 $ 20,434 $ 20,786 $ 14,440 $ 81,770 Repairs and maintenance 5,146 9,624 7,109 4,947 26,826 Drydocking 2,314 2,946 (99 ) 1,437 6,598 Insurance and loss reserves 3,752 1,727 3,638 839 9,956 Fuel, lubes and supplies 3,697 6,830 3,552 3,108 17,187 Other 1,427 10,072 3,961 1,853 17,313 42,446 51,633 38,947 26,624 159,650 Direct Vessel Profit $ 17,082 $ 38,678 $ 31,805 $ 32,296 $ 119,861 Other Costs and Expenses: Lease expense $ 536 $ 1,498 $ 360 $ 354 2,748 Administrative and general 49,183 Depreciation and amortization 14,685 15,346 14,760 9,030 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 209,262 $ 272,272 $ 267,079 $ 170,210 $ 918,823 Accumulated depreciation (99,137 ) (93,045 ) (94,708 ) (37,251 ) (324,141 ) $ 110,125 $ 179,227 $ 172,371 $ 132,959 $ 594,682 Total Assets (1) $ 142,264 $ 215,158 $ 199,174 $ 152,427 $ 709,023 (1) Total Assets exclude $71.3 million of corporate assets. 49 United States (primarily Gulf of America) Africa and Europe Middle East and Asia (2) Latin America Total For the year ended December 31, 2022 Time Charter Statistics: Average Rates Per Day $ 19,876 $ 11,127 $ 10,003 $ 13,948 $ 12,673 Fleet Utilization 49 % 85 % 80 % 91 % 75 % Fleet Available Days 5,243 6,351 6,548 3,149 21,291 Operating Revenues: Time charter $ 51,272 $ 60,060 $ 52,080 $ 40,122 $ 203,534 Bareboat charter — — — 1,374 1,374 Other marine services 9,528 (163 ) 762 2,290 12,417 60,800 59,897 52,842 43,786 217,325 Direct Costs and Expenses: Operating: Personnel $ 25,201 $ 16,436 $ 22,376 $ 13,769 $ 77,782 Repairs and maintenance 7,049 9,229 8,111 7,107 31,496 Drydocking 8,978 2,339 6,569 274 18,160 Insurance and loss reserves 4,831 1,178 2,838 1,115 9,962 Fuel, lubes and supplies 3,345 8,022 5,089 2,833 19,289 Other 1,235 7,175 4,633 2,253 15,296 50,639 44,379 49,616 27,351 171,985 Direct Vessel Profit $ 10,161 $ 15,518 $ 3,226 $ 16,435 $ 45,340 Other Costs and Expenses: Lease expense $ 998 $ 1,691 $ 156 $ 1,024 3,869 Administrative and general 40,911 Depreciation and amortization 17,444 13,708 16,331 8,474 55,957 100,737 Gains on asset dispositions and impairments, net 1,398 Operating loss $ (53,999 ) As of December 31, 2022 Property and Equipment: Historical cost $ 232,740 $ 285,303 $ 286,745 $ 162,895 $ 967,683 Accumulated depreciation (101,503 ) (92,030 ) (89,444 ) (27,801 ) (310,778 ) $ 131,237 $ 193,273 $ 197,301 $ 135,094 $ 656,905 Total Assets (1) $ 174,081 $ 211,371 $ 215,497 $ 150,650 $ 751,599 (1) Total Assets exclude $64.0 million of corporate assets.
Biggest changeAs markets change, the impact of vessel impairments will be evaluated. 46 Consolidated Resul ts of Operations For the years ended December 31, the Company’s consolidated results of operations were as follows (in thousands, except statistics): 2025 2024 2023 Time Charter Statistics: Average Rates Per Day $ 18,899 $ 18,989 $ 16,375 Fleet Utilization 66 % 67 % 75 % Fleet Available Days 17,341 19,895 20,519 Operating revenues: Time charter $ 215,381 95 % $ 254,320 94 % $ 251,385 89 % Bareboat charter 3,235 1 % 1,464 1 % 1,460 1 % Other marine services 9,216 4 % 15,577 5 % 26,666 10 % 227,832 100 % 271,361 100 % 279,511 100 % Costs and Expenses: Operating: Personnel $ 71,661 31 % $ 85,541 32 % $ 81,770 29 % Repairs and maintenance 48,523 21 % 40,385 15 % 26,826 10 % Drydocking 12,617 6 % 21,451 8 % 6,598 2 % Insurance and loss reserves 8,653 4 % 9,894 4 % 9,956 4 % Fuel, lubes and supplies 17,908 8 % 19,947 7 % 17,187 6 % Other 22,410 10 % 20,034 7 % 17,313 6 % 181,772 80 % 197,252 73 % 159,650 57 % Lease expense 1,203 1 % 1,678 1 % 2,748 1 % Administrative and general 47,483 21 % 44,713 16 % 49,183 18 % Depreciation and amortization 47,070 21 % 51,628 19 % 53,821 19 % 277,528 122 % 295,271 109 % 265,402 95 % Gains on Asset Dispositions and Impairments, Net 63,412 28 % 13,481 5 % 21,409 8 % Operating Income (Loss) 13,716 6 % (10,429 ) (4 )% 35,518 13 % Other Expense, Net (32,781 ) (14 )% (72,618 ) (27 )% (39,589 ) (14 )% Loss Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies (19,065 ) (8 )% (83,047 ) (31 )% (4,071 ) (1 )% Income Tax Expense (Benefit) 10,510 5 % (2,615 ) (1 )% 8,799 3 % Loss Before Equity in Earnings of 50% or Less Owned Companies (29,575 ) (13 )% (80,432 ) (30 )% (12,870 ) (5 )% Equity in Earnings of 50% or Less Owned Companies 1,731 1 % 2,308 1 % 3,556 1 % Net Loss (27,844 ) (12 )% (78,124 ) (29 )% (9,314 ) (3 )% 47 The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics): United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2025 Time Charter Statistics: Average Rates Per Day $ 21,634 $ 17,883 $ 17,189 $ 22,758 $ 18,899 Fleet Utilization 41 % 76 % 71 % 65 % 66 % Fleet Available Days 3,759 6,593 4,454 2,535 17,341 Operating Revenues: Time charter $ 33,371 $ 90,044 $ 54,621 $ 37,345 $ 215,381 Bareboat charter — — — 3,235 3,235 Other marine services 2,955 2,971 1,613 1,677 9,216 36,326 93,015 56,234 42,257 227,832 Direct Costs and Expenses: Operating: Personnel $ 22,999 $ 19,819 $ 19,162 $ 9,681 $ 71,661 Repairs and maintenance 5,161 19,333 19,744 4,285 48,523 Drydocking 5,731 4,542 1,333 1,011 12,617 Insurance and loss reserves 2,852 2,300 2,779 722 8,653 Fuel, lubes and supplies 2,989 6,967 5,094 2,858 17,908 Other 1,304 11,215 4,528 5,363 22,410 41,036 64,176 52,640 23,920 181,772 Direct Vessel (Loss) Profit $ (4,710 ) $ 28,839 $ 3,594 $ 18,337 $ 46,060 Other Costs and Expenses: Lease expense $ 552 $ 130 $ 293 $ 228 1,203 Administrative and general 47,483 Depreciation and amortization 11,593 16,935 12,848 5,694 47,070 95,756 Gains on asset dispositions and impairments, net 63,412 Operating income $ 13,716 As of December 31, 2025 Property and Equipment: Historical cost $ 98,231 $ 275,058 $ 242,879 $ 160,665 $ 776,833 Accumulated depreciation (62,907 ) (121,155 ) (112,559 ) (52,191 ) (348,812 ) $ 35,324 $ 153,903 $ 130,320 $ 108,474 $ 428,021 Total Assets (1) $ 56,355 $ 196,818 $ 193,225 $ 124,213 $ 570,611 (1) Total Assets exclude $90.0 million of corporate assets. 48 United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2024 Time Charter Statistics: Average Rates Per Day $ 23,076 $ 17,453 $ 17,285 $ 23,462 $ 18,989 Fleet Utilization 38 % 75 % 78 % 66 % 67 % Fleet Available Days 3,688 7,590 5,215 3,402 19,895 Operating Revenues: Time charter $ 31,991 $ 99,410 $ 70,346 $ 52,573 $ 254,320 Bareboat charter — — — 1,464 1,464 Other marine services 3,808 5,272 1,979 4,518 15,577 35,799 104,682 72,325 58,555 271,361 Direct Costs and Expenses: Operating: Personnel $ 24,459 $ 21,887 $ 24,132 $ 15,063 $ 85,541 Repairs and maintenance 6,618 13,537 13,047 7,183 40,385 Drydocking 8,604 4,774 2,796 5,277 21,451 Insurance and loss reserves 2,992 2,329 3,147 1,426 9,894 Fuel, lubes and supplies 3,351 7,197 4,184 5,215 19,947 Other 509 12,723 4,425 2,377 20,034 46,533 62,447 51,731 36,541 197,252 Direct Vessel (Loss) Profit $ (10,734 ) $ 42,235 $ 20,594 $ 22,014 $ 74,109 Other Costs and Expenses: Lease expense $ 555 $ 507 $ 301 $ 315 1,678 Administrative and general 44,713 Depreciation and amortization 12,334 17,497 13,276 8,521 51,628 98,019 Gains on asset dispositions and impairments, net 13,481 Operating loss $ (10,429 ) As of December 31, 2024 Property and Equipment: Historical cost $ 195,756 $ 325,000 $ 240,075 $ 139,583 $ 900,414 Accumulated depreciation (104,771 ) (121,320 ) (97,908 ) (43,449 ) (367,448 ) $ 90,985 $ 203,680 $ 142,167 $ 96,134 $ 532,966 Total Assets (1) $ 120,347 $ 241,278 $ 174,410 $ 117,475 $ 653,510 (1) Total Assets exclude $73.6 million of corporate assets. 49 United States (primarily Gulf of America) Africa and Europe Middle East and Asia Latin America Total For the year ended December 31, 2023 Time Charter Statistics: Average Rates Per Day $ 20,967 $ 14,612 $ 15,003 $ 18,937 $ 16,375 Fleet Utilization 45 % 87 % 76 % 88 % 75 % Fleet Available Days 4,443 6,935 5,829 3,312 20,519 Operating Revenues: Time charter $ 41,850 $ 87,729 $ 66,407 $ 55,399 $ 251,385 Bareboat charter — — — 1,460 1,460 Other marine services 17,678 2,582 4,345 2,061 26,666 59,528 90,311 70,752 58,920 279,511 Direct Costs and Expenses: Operating: Personnel $ 26,110 $ 20,434 $ 20,786 $ 14,440 $ 81,770 Repairs and maintenance 5,146 9,624 7,109 4,947 26,826 Drydocking 2,314 2,946 (99 ) 1,437 6,598 Insurance and loss reserves 3,752 1,727 3,638 839 9,956 Fuel, lubes and supplies 3,697 6,830 3,552 3,108 17,187 Other 1,427 10,072 3,961 1,853 17,313 42,446 51,633 38,947 26,624 159,650 Direct Vessel Profit $ 17,082 $ 38,678 $ 31,805 $ 32,296 $ 119,861 Other Costs and Expenses: Lease expense $ 536 $ 1,498 $ 360 $ 354 2,748 Administrative and general 49,183 Depreciation and amortization 14,685 15,346 14,760 9,030 53,821 105,752 Gains on asset dispositions and impairments, net 21,409 Operating income $ 35,518 As of December 31, 2023 Property and Equipment: Historical cost $ 209,262 $ 272,272 $ 267,079 $ 170,210 $ 918,823 Accumulated depreciation (99,137 ) (93,045 ) (94,708 ) (37,251 ) (324,141 ) $ 110,125 $ 179,227 $ 172,371 $ 132,959 $ 594,682 Total Assets (1) $ 142,264 $ 215,158 $ 199,174 $ 152,427 $ 709,023 (1) Total Assets exclude $71.3 million of corporate assets. 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, 2025 Time Charter Statistics: Average Rates Per Day $ — $ 13,852 $ 20,857 $ 33,369 $ — $ 18,899 Fleet Utilization — % 71 % 64 % 54 % — % 66 % Fleet Available Days — 7,779 7,111 2,451 — 17,341 Operating Revenues: Time charter $ (7 ) $ 76,607 $ 94,966 $ 43,815 $ — $ 215,381 Bareboat charter — — 3,235 — — 3,235 Other marine services (7 ) 2,336 1,973 3,944 970 9,216 (14 ) 78,943 100,174 47,759 970 227,832 Direct Costs and Expenses: Operating: Personnel $ 33 $ 18,941 $ 33,122 $ 19,370 $ 195 $ 71,661 Repairs and maintenance 269 18,428 15,867 13,911 48 48,523 Drydocking — 2,795 5,453 4,369 — 12,617 Insurance and loss reserves (4 ) 1,979 2,739 4,177 (238 ) 8,653 Fuel, lubes and supplies (55 ) 5,952 8,467 3,492 52 17,908 Other 35 8,246 11,857 2,256 16 22,410 278 56,341 77,505 47,575 73 181,772 Other Costs and Expenses: Lease expense $ — $ — $ — $ — $ 1,203 1,203 Administrative and general 47,483 Depreciation and amortization 15 19,037 15,345 12,619 54 47,070 95,756 Gains on asset dispositions and impairments, net 63,412 Operating income $ 13,716 As of December 31, 2025 Property and Equipment: Historical cost $ 948 $ 340,547 $ 274,726 $ 141,841 $ 18,771 $ 776,833 Accumulated depreciation (841 ) (177,708 ) (75,606 ) (76,115 ) (18,542 ) (348,812 ) $ 107 $ 162,839 $ 199,120 $ 65,726 $ 229 $ 428,021 51 AHTS FSV PSV Liftboats Other Activity Total For the year ended December 31, 2024 Time Charter Statistics: Average Rates Per Day $ 9,156 $ 12,901 $ 19,888 $ 42,665 $ — $ 18,989 Fleet Utilization 60 % 76 % 62 % 58 % — % 67 % Fleet Available Days 1,240 8,052 7,675 2,928 — 19,895 Operating Revenues: Time charter $ 6,831 $ 79,377 $ 95,133 $ 72,979 $ — $ 254,320 Bareboat charter — — 1,464 — — 1,464 Other marine services 232 2,070 7,098 4,757 1,420 15,577 7,063 81,447 103,695 77,736 1,420 271,361 Direct Costs and Expenses: Operating: Personnel $ 3,685 $ 22,193 $ 36,188 $ 24,586 $ (1,111 ) $ 85,541 Repairs and maintenance 1,052 16,523 15,443 7,342 25 40,385 Drydocking 789 3,200 9,677 7,785 — 21,451 Insurance and loss reserves 255 1,777 2,686 5,482 (306 ) 9,894 Fuel, lubes and supplies 800 5,592 9,437 4,118 — 19,947 Other 990 8,193 8,632 2,195 24 20,034 7,571 57,478 82,063 51,508 (1,368 ) 197,252 Other Costs and Expenses: Lease expense $ 346 $ — $ — $ — $ 1,332 1,678 Administrative and general 44,713 Depreciation and amortization 647 18,980 16,440 15,463 98 51,628 98,019 Gains on asset dispositions and impairments, net 13,481 Operating loss $ (10,429 ) As of December 31, 2024 Property and Equipment: Historical cost $ 948 $ 345,476 $ 290,478 $ 244,564 $ 18,948 $ 900,414 Accumulated depreciation (825 ) (161,212 ) (66,540 ) (120,192 ) (18,679 ) (367,448 ) $ 123 $ 184,264 $ 223,938 $ 124,372 $ 269 $ 532,966 52 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 53 Operating Income (Loss) United States, primarily Gulf of America.
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.
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.
As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $12.8 million higher in 2024 compared with 2023.
As of December 31, 2024 and 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $12.8 million higher in 2024 compared with 2023.
Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized. Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. 65 Income Taxes.
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. 65 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. Income Taxes.
During 2023, the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million.
During 2023, the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as held for sale, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million.
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).
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, training 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 (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).
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.
This vessel was previously owned and subject to a sale and leaseback transaction with the lessor. 45 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.
Income Tax Expense For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
Other marine services were $2.5 million higher in 2024 compared with 2023 primarily due to higher catering revenues. As of December 31, 2024 and December 31, 2023, the Company had no vessels cold-stacked in this region. 58 Direct Operating Expenses. Direct operating expenses were $9.9 million higher in 2024 compared with 2023.
Other marine services were $2.5 million higher in 2024 compared with 2023 primarily due to higher catering revenues. As of December 31, 2024 and 2023, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $9.9 million higher in 2024 compared with 2023.
During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following: • capital expenditures were $10.6 million; 62 • the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and • the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.
During 2023, net cash provided by investing activities was $49.1 million primarily as a result of the following: • capital expenditures were $10.6 million; • the Company sold one liftboat, classified as held for sale, three liftboats and one specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as held for sale, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million; and • the Company received $15.0 million of principal payments under that certain MexMar Third A&R Facility Agreement, dated September 29, 2022.
The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related docking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked.
The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related drydocking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked.
On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit 64 of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above.
On November 23, 2023, the trustee advised that following the tri-annual valuation, $1.5 million (£1.2 million) of the potential cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, including the additional liabilities mentioned above.
Charter revenues were $3.9 million higher in 2024 compared with 2023. Charter revenues were $9.5 million higher for the Regional Core Fleet, which consists of 14 vessels, due to higher average day rates of $17,356 in 2024 compared to $15,871 in 2023, and an increase in fleet utilization from 74% in 2023 to 79% in 2024.
Charter revenues were $9.5 million higher for the Regional Core Fleet, which consists of 14 vessels, due to higher average day rates of $17,356 in 2024 compared to $15,871 in 2023, and an increase in fleet utilization from 74% in 2023 to 79% in 2024.
Administrative and general expenses were $4.5 million lower in 2024 compared with 2023 primarily due to decreases in allowance for credit losses of $3.3 million and decreases in professional fees of $1.4 million partially offset by increases in wages and benefits expenses of $0.4 million.
Administrative and general expenses were $4.5 million lower in 2024 compared with 2023 primarily due to decreases in allowance for credit losses of $3.3 million and decreases in professional fees of $1.4 million partially offset by increases in wages and benefits expenses of $0.4 million. Depreciation and amortization.
As of December 31, 2024, the estimated useful life of the Company’s new offshore support vessels was 20 years. Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred.
As of December 31, 2025, 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, 2024, and its financial condition as of December 31, 2024 and 2023.
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, 2025, and its financial condition as of December 31, 2025 and 2024.
Derivative losses in 2024 compared with derivative gains in 2023 were due to the strengthening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner.
Net derivative losses in 2024 compared with net derivative gains in 2023 were due to the strengthening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner. Foreign currency losses, net.
As of December 31, 2024, all invoices received related to MNOPF and MNRPF have been settled in full. On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF.
As of December 31, 2025, 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.
Specifically, the Company expects its primary cash requirements for fiscal year 2025 to be as follows: • Debt service — We expect to make principal and interest payments of approximately $64.6 million during fiscal year 2025 under our currently outstanding debt facilities based on interest rates at year end. • Capital expenditures — At this time, we expect capital expenditures of approximately $41.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures. • Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.1 million during fiscal year 2025. • Lease payments — We expect to make lease payments of approximately $0.8 million for our operating and finance leases during fiscal year 2025 under our effective leases as of December 31, 2024.
Specifically, the Company expects its primary cash requirements for fiscal year 2026 to be as follows: • Debt service — We expect to make principal and interest payments of approximately $64.2 million during fiscal year 2026 under our currently outstanding debt facilities based on interest rates at year end. • Capital expenditures — At this time, we expect capital expenditures of approximately $31.6 million for the construction of two PSVs, the installation of hybrid battery power systems and other capital expenditures. • Employee retirement benefit plans — We estimate we will make payments under our retirement benefit plans of approximately $1.8 million during fiscal year 2026. • Lease payments — We expect to make lease payments of approximately $0.5 million for our operating and finance leases during fiscal year 2026 under our effective leases as of December 31, 2025.
Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase as development of these forms of renewable energy expands.
Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase to the extent that development of these forms of renewable energy expands.
(Losses) gains on debt extinguishment. Loss on debt extinguishment was $31.9 million in 2024 due to the payoff of multiple credit facilities with the proceeds from the 2024 SMFH Credit Facility.
Loss on debt extinguishment was $31.9 million in 2024 due to the payoff of multiple credit facilities with the proceeds from the 2024 SMFH Credit Facility.
Financing Activities During 2024, net cash used by financing activities was $15.3 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $24.3 million; • the Company made payments for debt extinguishment of $328.7 million; • the Company made payments for debt extinguishment costs of $3.7 million; • the Company received proceeds from the issuance of long-term debt of $345.2 million; • the Company received $0.1 million proceeds from the exercise of stock options; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $3.9 million.
During 2024, net cash used in financing activities was $15.3 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $24.3 million; • the Company made payments for debt extinguishment of $328.7 million; • the Company made payments for debt extinguishment costs of $3.7 million; • the Company received proceeds from the issuance of long-term debt of $345.2 million; • the Company received $0.1 million proceeds from the exercise of stock options; and • the Company made payments on tax withholdings for restricted stock vesting of $3.9 million.
Loss on debt extinguishment was $2.0 million in 2023 due to the payoff of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility.
Loss on debt extinguishment was $2.0 million in 2023 due to the payoff of the $130.0 million loan facility with a syndicate of lenders administered by DNB Bank ASA, dated September 26, 2018 (as amended from time to time, the “2018 SMFH Credit Facility”) for the 2023 SMFH Credit Facility. Derivative gains (losses), net.
Interest expense was higher in 2024 compared to 2023 primarily due to a higher interest rate on the 2023 SMFH Credit Facility (which bears interest at a fixed rate of 11.75%) compared to the debt retired by the facility, which was entered into on September 8, 2023.
Interest expense was higher in 2024 compared to 2023 primarily due to a higher interest rate on the 2023 SMFH Credit Facility (which bore interest at a fixed rate of 11.75%) compared to the debt retired by the facility, which was entered into on September 8, 2023. Losses on debt extinguishment.
Liquidity and Ca pital Resources General The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its debt facilities. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments.
Liquidity and Ca pital Resources General The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its 2024 SMFH Credit Facility. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments.
Factors that influence the level of offshore exploration and drilling activities include: • expectations as to future oil and natural gas commodity prices; • customer assessments of offshore drilling prospects compared with land-based opportunities, including newer or unconventional opportunities such as shale; • expectations as to the future demand for oil and natural gas in the context of the transition to non-hydrocarbon based sources of energy; • customer assessments of cost, geological opportunity and political stability in host countries; • worldwide demand for oil and natural gas; • the ability or willingness of OPEC to set and maintain production levels and pricing; • military conflicts and terrorism in oil producing regions, including the Middle East and Russia; • the level of oil and natural gas production by non-OPEC countries; • transitions to and demand for non-hydrocarbon based energy sources; • the relative exchange rates for the U.S. dollar; and • various U.S. and international government policies regarding exploration and development of oil and natural gas reserves, which have been becoming increasingly unpredictable in recent years.
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 plans for 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, Venezuela and Russia; • the level of oil and natural gas production by non-OPEC countries; • transitions to and demand for non-hydrocarbon based energy sources and uncertainty related to national and supranational attitudes towards energy transition; • the relative exchange rates for the U.S. dollar; and • various U.S. and international government policies regarding exploration and development of oil and natural gas reserves, which have been becoming increasingly unpredictable in recent years. 43 Offshore oil and natural gas market conditions are highly volatile.
All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis. During 2024, the Company recorded impairment charges of $3.7 million for other equipment. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS.
All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis. During 2025, the Company did not record impairment charges on any owned vessels. During 2024, the Company recorded impairment charges of $3.7 million for other equipment. During 2023, the Company recorded impairment charges of $0.7 million for one leased-in AHTS.
While the Company has experienced difficult market conditions over the past few years due to low and volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital spending budget reductions, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about potential new charters.
While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about new projects.
Direct operating expenses were $10.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $3.3 million lower due to the repositioning of vessels between geographic regions and $2.8 million lower due to net asset dispositions. 54 2023 compared with 2022 Operating Revenues.
Direct Operating Expenses. Direct operating expenses were $4.1 million higher in 2024 compared with 2023. Direct operating expenses were $10.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $3.3 million lower due to the repositioning of vessels between geographic regions and $2.8 million lower due to net asset dispositions.
Direct operating expenses were $15.3 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $1.6 million lower due to net asset dispositions and $0.9 million lower due to the repositioning of vessels between geographic regions. 57 2023 compared with 2022 Operating Revenues .
Direct operating expenses were $15.3 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and insurance reimbursements related to expenses in prior periods, $1.6 million lower due to net asset dispositions and $0.9 million lower due to the repositioning of vessels between geographic regions. Latin America.
While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas.
While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for natural gas, particularly in the context of expanded power generation demand worldwide.
Depreciation and amortization expenses were $2.2 million lower in 2024 compared with 2023 and $2.1 million lower in 2023 compared with 2022 primarily due to net fleet changes. Gains (Losses) on Asset Dispositions and Impairments, Net.
Depreciation and amortization expenses were $4.6 million lower in 2025 compared with 2024 and $2.2 million lower in 2024 compared with 2023 primarily due to net fleet changes. Gains (Losses) on Asset Dispositions and Impairments, Net.
Direct operating expenses were $6.1 million higher due to the repositioning of vessels between geographic regions, $1.9 million higher for the Regional Core Fleet primarily due to the timing of certain repair expenditures, and $0.7 million lower due to net asset dispositions. 56 Middle East and Asia.
Direct operating expenses were $11.3 million higher due to the repositioning of vessels between geographic regions, $0.4 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.9 million lower due to net asset dispositions. 56 Middle East and Asia.
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.
During 2024 and 2023, the Company paid no capitalized interest. 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.
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.
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.
As of December 31, 2024, two of the Company’s 51 owned vessels were cold-stacked worldwide. In addition, the Company had two vessels classified as held for sale as of December 31, 2024. Inflation The Company’s operations expose it to the effects of inflation.
As of December 31, 2025, one of the Company’s 44 owned vessels was cold-stacked worldwide. In addition, the Company had two vessels classified as held for sale as of December 31, 2025. Inflation The Company’s operations expose it to the effects of inflation.
Direct operating expenses were $11.3 million higher due to the repositioning of vessels between geographic regions, $0.4 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.9 million lower due to net asset dispositions. 2023 compared with 2022 Operating Revenues. Charter revenues were $27.7 million higher in 2023 compared with 2022.
Direct operating expenses were $6.0 million higher for the Regional Core Fleet primarily due to the timing of repair expenditures and $0.8 million higher due to the repositioning of vessels between geographic regions and $5.1 million lower due to net asset dispositions. 2024 compared with 2023 Operating Revenues. Charter revenues were $11.7 million higher in 2024 compared with 2023.
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.
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.
Direct operating expenses $8.0 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.9 million higher due to the repositioning of vessels between geographic regions. 2023 compared with 2022 Operating Revenues. Charter revenues were $15.4 million higher in 2023 compared with 2022.
Direct operating expenses were $9.0 million lower due to the repositioning of vessels between geographic regions and $3.6 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures. 2024 compared with 2023 Operating Revenues. Charter revenues were $2.8 million lower in 2024 compared with 2023.
Investing Activities During 2024, net cash provided by investing activities was $17.6 million primarily as a result of the following: • capital expenditures were $7.3 million; and • the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.
Investing Activities During 2025, net cash provided by investing activities was $80.4 million primarily as a result of the following: • capital expenditures were $48.8 million; and • the Company sold one FSV and two PSVs, previously classified as held for sale, as well as one PSV, three liftboats and other equipment not previously classified as held for sale for net cash proceeds of $129.2 million, after transaction costs, and a gain of $63.4 million. 62 During 2024, net cash provided by investing activities was $17.6 million primarily as a result of the following: • capital expenditures were $7.3 million; and • the Company sold one AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.
Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business. 44 Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows.
Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows.
As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $10.7 million lower in 2023 compared with 2022.
As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region. Direct Operating Expenses. Direct operating expenses were $1.7 million higher in 2025 compared with 2024.
For the years ended December 31, the Company’s direct vessel profit in the Middle East and Asia was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ 7,734 $ 5,547 $ 5,915 FSV 8,506 9,095 7,954 PSV 15,907 11,826 9,119 Liftboats 45,801 42,578 29,385 Overall 17,285 15,003 10,003 Utilization: AHTS 91 % 57 % 99 % FSV 80 % 84 % 92 % PSV 64 % 59 % 66 % Liftboats 100 % 98 % 63 % Overall 78 % 76 % 80 % Available Days: AHTS 345 365 365 FSV 2,309 2,909 3,254 PSV 1,829 1,825 2,109 Specialty — — 90 Liftboats 732 730 730 Overall 5,215 5,829 6,548 Operating revenues: Time charter $ 70,346 97 % $ 66,407 94 % $ 52,080 99 % Other marine services 1,979 3 % 4,345 6 % 762 1 % 72,325 100 % 70,752 100 % 52,842 100 % Direct operating expenses: Personnel 24,132 34 % 20,786 29 % 22,376 42 % Repairs and maintenance 13,047 18 % 7,109 10 % 8,111 15 % Drydocking 2,796 4 % (99 ) (0 )% 6,569 13 % Insurance and loss reserves 3,147 4 % 3,638 5 % 2,838 5 % Fuel, lubes and supplies 4,184 6 % 3,552 5 % 5,089 10 % Other 4,425 6 % 3,961 6 % 4,633 9 % 51,731 72 % 38,947 55 % 49,616 94 % Direct Vessel Profit $ 20,594 28 % $ 31,805 45 % $ 3,226 6 % 2024 compared with 2023 Operating Revenues .
For the years ended December 31, the Company’s direct vessel profit in the Middle East and Asia was as follows (in thousands, except statistics): 2025 2024 2023 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ 7,734 $ 5,547 FSV 9,764 8,506 9,095 PSV 18,121 15,907 11,826 Liftboats 40,452 45,801 42,578 Overall 17,189 17,285 15,003 Utilization: AHTS — % 91 % 57 % FSV 71 % 80 % 84 % PSV 76 % 64 % 59 % Liftboats 62 % 100 % 98 % Overall 71 % 78 % 76 % Available Days: AHTS — 345 365 FSV 2,184 2,309 2,909 PSV 1,540 1,829 1,825 Liftboats 730 732 730 Overall 4,454 5,215 5,829 Operating revenues: Time charter $ 54,621 97 % $ 70,346 97 % $ 66,407 94 % Other marine services 1,613 3 % 1,979 3 % 4,345 6 % 56,234 100 % 72,325 100 % 70,752 100 % Direct operating expenses: Personnel 19,162 34 % 24,132 33 % 20,786 29 % Repairs and maintenance 19,744 35 % 13,047 18 % 7,109 10 % Drydocking 1,333 3 % 2,796 4 % (99 ) (0 )% Insurance and loss reserves 2,779 5 % 3,147 4 % 3,638 5 % Fuel, lubes and supplies 5,094 9 % 4,184 6 % 3,552 5 % Other 4,528 8 % 4,425 6 % 3,961 6 % 52,640 94 % 51,731 72 % 38,947 55 % Direct Vessel Profit $ 3,594 6 % $ 20,594 28 % $ 31,805 45 % 2025 compared with 2024 Operating Revenues .
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 2024 SMFH Credit Facility. 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.
For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ 10,189 $ 10,101 $ 9,994 FSV 15,304 12,701 10,967 PSV 22,405 20,129 12,452 Overall 17,453 14,612 11,127 Utilization: AHTS 48 % 77 % 100 % FSV 83 % 91 % 88 % PSV 73 % 84 % 71 % Overall 75 % 87 % 85 % Available Days: AHTS 895 1,095 1,095 FSV 3,913 3,650 3,439 PSV 2,782 2,190 1,817 Overall 7,590 6,935 6,351 Operating revenues: Time charter $ 99,410 95 % $ 87,729 97 % $ 60,060 100 % Other marine services 5,272 5 % 2,582 3 % (163 ) (0 )% 104,682 100 % 90,311 100 % 59,897 100 % Direct operating expenses: Personnel 21,887 21 % 20,434 23 % 16,436 28 % Repairs and maintenance 13,537 13 % 9,624 10 % 9,229 15 % Drydocking 4,774 5 % 2,946 3 % 2,339 4 % Insurance and loss reserves 2,329 2 % 1,727 2 % 1,178 2 % Fuel, lubes and supplies 7,197 7 % 6,830 8 % 8,022 13 % Other 12,723 12 % 10,072 11 % 7,175 12 % 62,447 60 % 51,633 57 % 44,379 74 % Direct Vessel Profit $ 42,235 40 % $ 38,678 43 % $ 15,518 26 % 55 2024 compared with 2023 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit in Africa and Europe was as follows (in thousands, except statistics): 2025 2024 2023 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ 10,189 $ 10,101 FSV 15,567 15,304 12,701 PSV 21,714 22,405 20,129 Overall 17,883 17,453 14,612 Utilization: AHTS — % 48 % 77 % FSV 83 % 83 % 91 % PSV 67 % 73 % 84 % Overall 76 % 75 % 87 % Available Days: AHTS — 895 1,095 FSV 3,770 3,913 3,650 PSV 2,823 2,782 2,190 Overall 6,593 7,590 6,935 Operating revenues: Time charter $ 90,044 97 % $ 99,410 95 % $ 87,729 97 % Other marine services 2,971 3 % 5,272 5 % 2,582 3 % 93,015 100 % 104,682 100 % 90,311 100 % Direct operating expenses: Personnel 19,819 21 % 21,887 21 % 20,434 23 % Repairs and maintenance 19,333 21 % 13,537 13 % 9,624 10 % Drydocking 4,542 5 % 4,774 5 % 2,946 3 % Insurance and loss reserves 2,300 3 % 2,329 2 % 1,727 2 % Fuel, lubes and supplies 6,967 7 % 7,197 7 % 6,830 8 % Other 11,215 12 % 12,723 12 % 10,072 11 % 64,176 69 % 62,447 60 % 51,633 57 % Direct Vessel Profit $ 28,839 31 % $ 42,235 40 % $ 38,678 43 % 55 2025 compared with 2024 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: FSV $ 14,951 $ 13,636 $ 8,098 PSV 21,296 20,314 15,615 Liftboats 48,786 24,450 25,277 Overall 23,462 18,937 13,948 Utilization: FSV 94 % 90 % 96 % PSV 52 % 89 % 94 % Liftboats 99 % 75 % 34 % Overall 66 % 88 % 91 % Available Days: FSV 732 730 730 PSV 2,332 2,467 2,279 Liftboats 338 115 140 Overall 3,402 3,312 3,149 Operating revenues: Time charter $ 52,573 90 % $ 55,399 94 % $ 40,122 92 % Bareboat charter 1,464 2 % 1,460 2 % 1,374 3 % Other marine services 4,518 8 % 2,061 4 % 2,290 5 % 58,555 100 % 58,920 100 % 43,786 100 % Direct operating expenses: Personnel 15,063 26 % 14,440 25 % 13,769 31 % Repairs and maintenance 7,183 12 % 4,947 8 % 7,107 16 % Drydocking 5,277 9 % 1,437 2 % 274 1 % Insurance and loss reserves 1,426 2 % 839 2 % 1,115 3 % Fuel, lubes and supplies 5,215 9 % 3,108 5 % 2,833 6 % Other 2,377 4 % 1,853 3 % 2,253 5 % 36,541 62 % 26,624 45 % 27,351 62 % Direct Vessel Profit $ 22,014 38 % $ 32,296 55 % $ 16,435 38 % 2024 compared with 2023 Operating Revenues.
For the years ended December 31, the Company’s direct vessel profit in Latin America was as follows (in thousands, except statistics): 2025 2024 2023 Time Charter Statistics: Rates Per Day Worked: FSV $ 15,387 $ 14,951 $ 13,636 PSV 27,759 21,296 20,314 Liftboats 88,930 48,786 24,450 Overall 22,758 23,462 18,937 Utilization: FSV 84 % 94 % 90 % PSV 54 % 52 % 89 % Liftboats 40 % 99 % 75 % Overall 65 % 66 % 88 % Available Days: FSV 914 732 730 PSV 1,567 2,332 2,467 Liftboats 54 338 115 Overall 2,535 3,402 3,312 Operating revenues: Time charter $ 37,345 88 % $ 52,573 90 % $ 55,399 94 % Bareboat charter 3,235 8 % 1,464 2 % 1,460 2 % Other marine services 1,677 4 % 4,518 8 % 2,061 4 % 42,257 100 % 58,555 100 % 58,920 100 % Direct operating expenses: Personnel 9,681 23 % 15,063 26 % 14,440 25 % Repairs and maintenance 4,285 10 % 7,183 12 % 4,947 8 % Drydocking 1,011 2 % 5,277 9 % 1,437 2 % Insurance and loss reserves 722 2 % 1,426 2 % 839 2 % Fuel, lubes and supplies 2,858 7 % 5,215 9 % 3,108 5 % Other 5,363 13 % 2,377 4 % 1,853 3 % 23,920 57 % 36,541 62 % 26,624 45 % Direct Vessel Profit $ 18,337 43 % $ 22,014 38 % $ 32,296 55 % 2025 compared with 2024 Operating Revenues.
For the years ended December 31, the Company’s direct vessel (loss) profit in the U.S. was as follows (in thousands, except statistics): 2024 2023 2022 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ — $ — FSV 10,249 9,657 10,735 PSV 13,797 14,148 15,485 Liftboats 35,911 34,451 26,232 Overall 23,076 20,967 19,876 Utilization: AHTS — % — % — % FSV 35 % 57 % 49 % PSV 49 % 62 % 69 % Liftboats 35 % 34 % 53 % Overall 38 % 45 % 49 % Available Days: AHTS — 31 638 FSV 1,098 1,095 1,095 PSV 732 910 1,095 Liftboats 1,858 2,407 2,415 Overall 3,688 4,443 5,243 Operating revenues: Time charter $ 31,991 89 % $ 41,850 70 % $ 51,272 84 % Other marine services 3,808 11 % 17,678 30 % 9,528 16 % 35,799 100 % 59,528 100 % 60,800 100 % Direct operating expenses: Personnel 24,459 68 % 26,110 44 % 25,201 41 % Repairs and maintenance 6,618 18 % 5,146 9 % 7,049 12 % Drydocking 8,604 24 % 2,314 4 % 8,978 15 % Insurance and loss reserves 2,992 8 % 3,752 6 % 4,831 8 % Fuel, lubes and supplies 3,351 10 % 3,697 6 % 3,345 5 % Other 509 2 % 1,427 2 % 1,235 2 % 46,533 130 % 42,446 71 % 50,639 83 % Direct Vessel (Loss) Profit $ (10,734 ) -30 % $ 17,082 29 % $ 10,161 17 % 2024 compared with 2023 Operating Revenues.
For the years ended December 31, the Company’s direct vessel (loss) profit in the U.S. was as follows (in thousands, except statistics): 2025 2024 2023 Time Charter Statistics: Rates Per Day Worked: AHTS $ — $ — $ — FSV 10,782 10,249 9,657 PSV 14,184 13,797 14,148 Liftboats 28,111 35,911 34,451 Overall 21,634 23,076 20,967 Utilization: AHTS — % — % — % FSV 7 % 35 % 57 % PSV 54 % 49 % 62 % Liftboats 50 % 35 % 34 % Overall 41 % 38 % 45 % Available Days: AHTS — — 31 FSV 911 1,098 1,095 PSV 1,181 732 910 Liftboats 1,667 1,858 2,407 Overall 3,759 3,688 4,443 Operating revenues: Time charter $ 33,371 92 % $ 31,991 89 % $ 41,850 70 % Other marine services 2,955 8 % 3,808 11 % 17,678 30 % 36,326 100 % 35,799 100 % 59,528 100 % Direct operating expenses: Personnel 22,999 63 % 24,459 68 % 26,110 44 % Repairs and maintenance 5,161 14 % 6,618 18 % 5,146 9 % Drydocking 5,731 16 % 8,604 24 % 2,314 4 % Insurance and loss reserves 2,852 8 % 2,992 8 % 3,752 6 % Fuel, lubes and supplies 2,989 8 % 3,351 10 % 3,697 6 % Other 1,304 4 % 509 2 % 1,427 2 % 41,036 113 % 46,533 130 % 42,446 71 % Direct Vessel (Loss) Profit $ (4,710 ) -13 % $ (10,734 ) -30 % $ 17,082 29 % 2025 compared with 2024 Operating Revenues.
As of December 31, 2024, the Company had unfunded capital commitments of $90.0 million consisting of $82.7 million in respect of the construction of two PSVs, $4.4 million in respect of four hybrid battery power systems and $2.9 million for miscellaneous vessel equipment.
As of December 31, 2025, the Company had unfunded capital commitments of $49.6 million consisting of $46.5 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $1.4 million for miscellaneous vessel equipment.
For the years ended December 31, the components of cash flows provided by (used in) continuing operating activities were as follows (in thousands): 2024 2023 2022 DVP: United States, primarily Gulf of America $ (10,734 ) $ 17,082 $ 10,161 Africa and Europe 42,235 38,678 15,518 Middle East and Asia 20,594 31,805 3,226 Latin America 22,014 32,296 16,435 Operating, leased-in equipment (1,841 ) (2,362 ) (2,384 ) Administrative and general (excluding provisions for bad debts and amortization of share awards) (38,053 ) (39,664 ) (35,825 ) Other, net (excluding non-cash losses) 121 — 755 Dividends received from 50% or less owned companies 2,916 2,241 3,057 37,252 80,076 10,943 Changes in operating assets and liabilities before interest and income taxes (13,214 ) (38,743 ) (1,235 ) Cash settlements on derivative transactions, net 164 577 (749 ) Interest paid, excluding capitalized interest (1) (35,607 ) (31,446 ) (25,244 ) Interest received 1,768 1,444 784 Income taxes (paid) refunded, net (625 ) (2,961 ) 885 Total cash flows (used in) provided by operating activities $ (10,262 ) $ 8,947 $ (14,616 ) (1) During 2024, 2023 and 2022, the Company had no capitalized interest.
For the years ended December 31, the components of cash flows (used in) provided by operating activities were as follows (in thousands): 2025 2024 2023 DVP: United States, primarily Gulf of America $ (4,710 ) $ (10,734 ) $ 17,082 Africa and Europe 28,839 42,235 38,678 Middle East and Asia 3,594 20,594 31,805 Latin America 18,337 22,014 32,296 Operating, leased-in equipment (1,034 ) (1,841 ) (2,362 ) Administrative and general (excluding provisions for bad debts and amortization of share awards) (41,767 ) (38,053 ) (39,664 ) Gains on insurance claim settlement 4,581 — — Other, net (excluding non-cash losses) (189 ) 121 — Dividends received from 50% or less owned companies 3,199 2,916 2,241 10,850 37,252 80,076 Changes in operating assets and liabilities before interest and income taxes (13,810 ) (13,214 ) (38,743 ) Cash settlements on derivative transactions, net (308 ) 164 577 Interest paid, excluding capitalized interest (1) (34,940 ) (35,607 ) (31,446 ) Interest received 1,856 1,768 1,444 Income taxes paid, net (49 ) (625 ) (2,961 ) Total cash flows (used in) provided by operating activities $ (36,401 ) $ (10,262 ) $ 8,947 (1) During 2025, capitalized interest paid and included in the purchase of property and equipment was $2.4 million.
The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its credit facilities.
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.
During 2024, WTI oil prices reached a high of $87 per barrel and a low of $66 per barrel, ending the year at $72 per barrel.
During 2025, WTI oil prices reached a high of $81 per barrel and a low of $55 per barrel, ending the year at $57 per barrel.
Direct operating expenses were $4.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, $2.8 million lower due to the repositioning of vessels between geographic regions and $0.7 million lower due to net asset dispositions. Africa and Europe.
Direct operating expenses were $8.0 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures and $1.9 million higher due to the repositioning of vessels between geographic regions. Other Operating Expenses Lease expense.
Leased-in equipment expenses were $1.1 million lower for 2023 compared with 2022 primarily due to the impairment of one leased-in vessel in 2022. Administrative and general.
Leased-in equipment expenses were $0.5 million lower compared with 2024 primarily due to having no leased-in vessels in 2025 compared to one in 2024. Leased-in equipment expenses were $1.1 million lower for 2024 compared with 2023 primarily due to having one leased-in vessel in 2024 compared to two in 2023. Administrative and general.
Administrative and general expenses were $8.3 million higher in 2023 compared with 2022 primarily due to increases in wages and benefits expenses of $3.6 million, increases in allowance for credit losses of $3.0 million and increases in professional fees of $1.3 million. Depreciation and amortization.
Administrative and general expenses were $2.8 million higher in 2025 compared with 2024 primarily due to increases in professional fees of $2.8 million and increases in wages and benefits expenses of $0.7 million partially offset by decreases in allowance for credit losses of $0.8 million.
Foreign currency losses in 2023 compared with foreign currency gains in 2022 were primarily due to the strengthening of the pound sterling in relation to the U.S. dollar.
Net foreign currency losses in 2025 compared with 2024 increased due to the weakening of the U.S. dollar in relation to the pound sterling. Net foreign currency losses in 2024 compared with 2023 decreased due to the strengthening of the U.S. dollar in relation to the pound sterling. Gains on insurance claim settlement.
During 2023, net cash used by financing activities was $17.0 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $29.2 million; • the Company made payments for debt extinguishment of $131.6 million; • the Company made payments for debt extinguishment costs of $1.8 million; • the Company received proceeds from the issuance of long-term debt of $148.5 million; • the Company made payments on finance leases of $0.5 million; • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million; and • the Company received net proceeds of less than $0.1 million from the issuance and sale of Common Stock through the ATM Program.
During 2023, net cash used in 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 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 Prior ATM Program. 63 Short and Long-Term Liquidity Requirements and Outlook The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term.
See details below. 2024 compared with 2023 SEACOR Marine Arabia. The decrease in equity earnings in 2024 from SEACOR Marine Arabia was due to decreased utilization. 2023 compared with 2022 SEACOR Marine Arabia. The increase in equity earnings in 2023 from SEACOR Marine Arabia was due to increased day rates and utilization. MexMar, OVH and SEACOR Marlin.
The decrease in equity earnings in 2025 from SEACOR Marine Arabia was due to decreased utilization. 2024 compared with 2023 SEACOR Marine Arabia. The decrease in equity earnings in 2024 from SEACOR Marine Arabia was due to decreased utilization.
Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. As of December 31, 2024, the Company had outstanding debt of $344.8 million, net of debt discount and issuance costs.
Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of December 31, 2025, with the remaining $24.6 million of this tranche remaining undrawn and available.
In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale of two AHTS was designated to make payments on the construction of the two PSVs, of which $16.0 million remained in a restricted account as of December 31, 2024.
Of the unfunded capital commitments, $31.6 million is payable during 2026 and $18.0 million is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale of two AHTS in the fourth quarter of 2024 was designated to make payments on the construction of the two PSVs.
Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.
The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization.
Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels. Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity.
Trends Affecting the Of fshore Marine Business Oil and Natural Gas Prices The market for offshore oil and natural gas drilling has historically been cyclical. Demand for offshore support vessels is highly correlated to the price of oil and natural gas as those prices significantly impact the Company’s customers’ exploration and drilling activity levels.
Direct operating expenses were $6.2 million lower due to the repositioning of vessels between geographic regions, and $4.5 million lower for the Regional Core Fleet primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods. Latin America.
Direct Operating Expenses. Direct operating expenses were $0.9 million higher in 2025 compared with 2024. Direct operating expenses were $5.5 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures and $2.2 million higher due to the repositioning of vessels between geographic regions.
Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked. Utilization is the ratio of aggregate number of days worked to total available days for all vessels available for time charter.
The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel. Time charter statistics are the key performance indicators for the Company’s time charter revenues. The rate per day worked is the ratio of total time charter revenues to the aggregate number of days worked.
Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2024, the Company has estimated that their future undiscounted cash flows exceed their current carrying values.
For vessel classes and individual vessels with indicators of impairment, but which were not impaired as of December 31, 2025, the Company has assessed that their estimated fair value exceeds their current carrying values.
During 2022, net cash used by financing activities was $41.4 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $38.2 million; • the Company made payments for debt extinguishment costs of $2.3 million; 63 • the Company received $0.2 million proceeds from the exercise of stock options; • the Company made payments on finance leases of $0.4 million; and • the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.
Financing Activities During 2025, net cash used in financing activities was $27.1 million primarily as a result of the following: • The Company made scheduled payments on long-term debt and other obligations of $27.5 million; • the Company received proceeds from the issuance of long-term debt of $15.8 million; • the Company made payments for the repurchase of common stock of $7.1 million; • the Company made payments for the repurchase of warrants of $6.7 million; • the Company made payments on tax withholdings for restricted stock vesting of $1.6 million.
Price levels for oil and natural gas have and will continue to influence demand for offshore marine services.
Oil and natural gas prices tend to fluctuate based on many factors, including global economic activity, levels of reserves and production activity. Price levels for oil and natural gas have and will continue to influence demand for offshore marine services.
Certain Components of Revenues and Expenses The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region.
The Company’s borrowing is on a fixed rate basis and therefore interest rate fluctuations no longer affect the interest costs reflected in the Company’s financial results. 44 Certain Components of Revenues and Expenses The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Guyana and Mexico.
Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s Prior ATM Program, which had approximately $24.9 million of authority remaining sales capacity as of December 31, 2024.
Sources of liquidity are cash balances, cash flows from operations, and sales under the Company’s at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of December 31, 2025.
For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. and the sale of investments in 50% or less owned companies. 60 Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax For the years ended December 31, the Company’s equity in earnings operations of 50% or less owned companies, net of tax, was as follows (in thousands): 2024 2023 2022 SEACOR Marine Arabia $ 3,010 $ 3,401 $ 1,671 MexMar (1) $ — $ — $ 2,133 OVH (1) — — 2,571 Other (702 ) 155 636 $ 2,308 $ 3,556 $ 7,011 (1) On September 29, 2022, the Company sold its ownership in this joint venture to the majority shareholder.
For the year ending December 31, 2023, the Company’s effective income tax rate of 216.2% was primarily due to foreign withholding taxes. 60 Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax For the years ended December 31, the Company’s equity in earnings operations of 50% or less owned companies, net of tax, was as follows (in thousands): 2025 2024 2023 SEACOR Marine Arabia $ 1,631 $ 3,010 $ 3,401 Other 100 (702 ) 155 $ 1,731 $ 2,308 $ 3,556 2025 compared with 2024 SEACOR Marine Arabia.
For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands): 2024 2023 2022 Cash flows provided by or (used in): Operating Activities $ (10,262 ) $ 8,947 $ (14,616 ) Investing Activities 17,564 49,126 57,800 Financing Activities (15,293 ) (16,990 ) (41,355 ) Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents — 3 (4 ) Net Change in Cash, Restricted Cash and Cash Equivalents $ (7,991 ) $ 41,086 $ 1,825 Operating Activities Cash flows used in operating activities was $10.3 million in 2024, a decrease of $19.2 million compared to cash flows provided by operating activities of $8.9 million in 2023, primarily due to a decrease in utilization offset by changes in working capital.
The Company’s contractual long-term debt maturities as of December 31, 2025 are as follows (in thousands): Actual 2026 $ 30,000 2027 31,353 2028 31,242 2029 246,305 2030 — Years subsequent to 2030 — $ 338,900 As of December 31, 2025 and December 31, 2024, the Company held balances of cash, cash equivalents and restricted cash totaling $93.1 million and $76.1 million, respectively. 61 For the years ended December 31, the following is a summary of the Company’s cash flows (in thousands): 2025 2024 2023 Cash flows provided by or (used in): Operating Activities $ (36,401 ) $ (10,262 ) $ 8,947 Investing Activities 80,436 17,564 49,126 Financing Activities (27,059 ) (15,293 ) (16,990 ) Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents — — 3 Net Change in Cash, Restricted Cash and Cash Equivalents $ 16,976 $ (7,991 ) $ 41,086 Operating Activities Cash flows used in operating activities was $36.4 million in 2025, an increase of $26.1 million compared to $10.3 million in 2024, due to changes in working capital and one-time insurance claim settlements offset by a decrease in days worked primarily due to net fleet changes.
On November 27, 2024, the 2023 SMFH Credit Facility was refinanced with the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30%).
Interest expense was lower in 2025 compared to 2024 primarily due to a lower interest rate on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum), which was entered into on November 27, 2024 compared to the 2023 SMFH Credit Facility (which bore interest at a fixed rate of 11.75% per annum), which was entered into on September 8, 2023.
As of December 31, 2023, the Company had two of 11 owned vessels (one liftboat and one FSV) cold-stacked in this region compared with three of 14 vessels as of December 31, 2022. Direct Operating Expenses. Direct operating expenses were $8.2 million lower in 2023 compared with 2022.
Other marine services were $2.8 million lower in 2025 compared with 2024 primarily due to lower catering revenues. As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region. 58 Direct Operating Expenses. Direct operating expenses were $12.6 million lower in 2025 compared with 2024.
During 2022, the Company recorded impairment charges of $1.6 million for one FSV that was sold during the year and one leased-in AHTS. Estimated fair values for the Company’s owned vessels were established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 8.
Estimated fair values for the Company’s owned vessels are established by independent appraisers and other market data such as recent sales of similar vessels. For information regarding the Company’s vessel fair value measurement determinations, see “Note 8. Fair Value Measurements” in the audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
As of December 31, 2024, the Company operated a diverse fleet of 54 support vessels, of which 51 were owned and three were managed on behalf of unaffiliated third parties.
As of December 31, 2025, the Company operated a fleet of 44 support vessels, of which all were owned.
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. 59 Other Income (Expense), Net For the years ended December 31, the Company’s other income (expense) was as follows (in thousands): 2024 2023 2022 Other Income (Expense): Interest income $ 1,768 $ 1,444 $ 784 Interest expense (40,627 ) (37,504 ) (29,706 ) (Losses) gains on debt extinguishment (31,923 ) (2,004 ) 10,429 Derivative (losses) gains, net (908 ) 608 — Foreign currency (losses) gains, net (1,049 ) (2,133 ) 1,659 Other, net 121 — 755 $ (72,618 ) $ (39,589 ) $ (16,079 ) Interest Income.
In addition, the Company recognized impairment charges of $0.7 million for one AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner. 59 Other Income (Expense), Net For the years ended December 31, the Company’s other income (expense) was as follows (in thousands): 2025 2024 2023 Other Income (Expense): Interest income $ 1,856 $ 1,768 $ 1,444 Interest expense (36,050 ) (40,627 ) (37,504 ) Losses on debt extinguishment — (31,923 ) (2,004 ) Derivative gains (losses), net 156 (908 ) 608 Foreign currency losses, net (3,135 ) (1,049 ) (2,133 ) Gains on insurance claim settlement 4,581 — — Other, net (189 ) 121 — $ (32,781 ) $ (72,618 ) $ (39,589 ) Interest Income.
Net derivative gains increased in 2023 compared with 2022 due to the Company entering into an open forward currency exchange contract in the fourth quarter of 2023. Foreign currency (losses) gains, net. Foreign currency losses in 2024 compared with 2023 decreased due to the strengthening of the U.S. dollar in relation to the pound sterling.
Net derivative gains in 2025 compared with net derivative losses in 2024 were due to the weakening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner. As of December 31, 2025, the Company had no outstanding foreign exchange contract.
Charter revenues were $9.9 million lower in 2024 compared with 2023.
Direct operating expenses were $6.8 million lower due to net asset dispositions. 57 2024 compared with 2023 Operating Revenues . Charter revenues were $3.9 million higher in 2024 compared with 2023.
Charter revenues were $11.0 million higher for the Regional Core Fleet primarily as a result of increased day rates and $4.4 million higher due to the repositioning of vessels between geographic regions. As of December 31, 2023 and December 31, 2022, the Company had no vessels cold-stacked in this region. Direct Operating Expenses.
Charter revenues were $7.5 million lower due to the disposition of three vessels subsequent to 2024 and $0.7 million higher due to the repositioning of one vessel into the region. Other marine services were $0.4 million lower primarily due to lower catering revenues. As of December 31, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Charter revenues were $9.4 million lower in 2023 compared with 2022. Charter revenues were $6.0 million lower due to the repositioning of vessels between geographic regions and $3.4 million lower due to decreased utilization for the Regional Core Fleet. Other marine services were $8.2 million higher primarily due to business interruption insurance revenue and higher mobilization revenues.
Direct operating expenses were $11.6 million higher due to the repositioning of vessels between geographic regions. 54 2024 compared with 2023 Operating Revenues. Charter revenues were $9.9 million lower in 2024 compared with 2023.
In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate. The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows.
The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed7 unchanged
Biggest changeAs a result, the Company’s results of operations are not affected by interest rate fluctuations but the Company may not be able to take advantage of a decrease in prevailing rates. ITEM 8.
Biggest changeAs a result, the Company’s results of operations are generally not affected by interest rate fluctuations but the Company may not be able to take advantage of a decrease in prevailing rates. ITEM 8.

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