Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2022 shares | |
Entity Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-36231 |
Entity Registrant Name | ENETI INC. |
Entity Incorporation, State or Country Code | 1T |
Entity Address, Address Line One | 9, Boulevard Charles III |
Entity Address, Country | MC |
Entity Address, Postal Zip Code | 98000 |
Title of 12(b) Security | Common stock, par value $0.01 per share |
Trading Symbol | NETI |
Security Exchange Name | NYSE |
Entity Common Stock, Shares Outstanding (in shares) | 38,446,394 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Entity Central Index Key | 0001587264 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Business Contact | |
Entity Information [Line Items] | |
Entity Address, Address Line One | 9 Boulevard Charles III |
Entity Address, Country | MC |
Entity Address, Postal Zip Code | 98000 |
Contact Personnel Name | Mr. Emanuele Lauro |
City Area Code | 377 |
Local Phone Number | 9798-5715 |
Contact Personnel Email Address | Investor.Relations@Eneti-inc.com |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers Audit |
Auditor Location | Neuilly-sur-Seine, France |
Auditor Firm ID | 1347 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 119,958 | $ 153,977 |
Restricted Cash | 7,269 | 0 |
Accounts receivable from third parties | 34,875 | 19,478 |
Receivables from related parties | 901 | 2,125 |
Inventories | 5,795 | 5,846 |
Contract fulfillment costs | 634 | 3,835 |
Prepaid expenses and other current assets | 4,740 | 4,769 |
Total current assets | 174,172 | 190,030 |
Non-current assets | ||
Vessels, net | 521,331 | 544,515 |
Equity investment | 0 | 27,607 |
Vessels under construction | 110,969 | 36,054 |
Intangible assets | 4,518 | 4,518 |
Other assets | 3,514 | 4,549 |
Total non-current assets | 640,332 | 617,243 |
Total assets | 814,504 | 807,273 |
Current liabilities | ||
Bank loans, net | 12,039 | 87,650 |
Contract liabilities | 6,706 | 12,275 |
Corporate income tax payable | 2,637 | 4,058 |
Accounts payable and accrued expenses | 23,624 | 27,073 |
Due to related parties | 5 | 107 |
Total current liabilities | 45,011 | 131,163 |
Non-current liabilities | ||
Bank loans, net | 52,253 | 0 |
Redeemable notes, related party | 0 | 53,015 |
Other liabilities | 1,926 | 2,751 |
Total non-current liabilities | 54,179 | 55,766 |
Total liabilities | 99,190 | 186,929 |
Commitment and contingencies (Note 6) | ||
Shareholders’ equity | ||
Preferred shares, $0.01 par value per share; 50,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common shares, $0.01 par value per share; authorized 81,875,000 and 81,875,000 shares as of December 31, 2022 and 2021, respectively; outstanding 38,446,394 shares and 39,741,204 shares as of December 31, 2022 and 2021 respectively | 1,134 | 1,124 |
Paid-in capital | 2,064,168 | 2,057,958 |
Common shares held in treasury, at cost; 2,328,179 shares and 35,869 shares at December 31, 2022 and 2021, respectively | (17,669) | (717) |
Accumulated deficit | (1,332,319) | (1,438,021) |
Total shareholders’ equity | 715,314 | 620,344 |
Total liabilities and shareholders’ equity | $ 814,504 | $ 807,273 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 81,875,000 | 81,875,000 |
Common stock, shares outstanding (in shares) | 38,446,394 | 39,741,204 |
Treasury stock, shares held in treasury (in shares) | 2,328,179 | 35,869 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Revenue | $ 199,326 | $ 127,641 | $ 33,120 |
Revenue-related party pools | 0 | 16,392 | 130,612 |
Total vessel revenue | 199,326 | 144,033 | 163,732 |
Operating expenses: | |||
Voyage expenses | 0 | 12,127 | 6,716 |
Voyage expenses-related party | 0 | 5,435 | 3,293 |
Vessel operating costs | 79,349 | 49,413 | 80,860 |
Vessel operating costs-related party | 4 | 3,092 | 11,946 |
Charterhire expense | 0 | 34,001 | 21,107 |
Vessel depreciation | 24,597 | 10,190 | 48,369 |
General and administrative expenses | 40,566 | 50,819 | 17,568 |
General and administrative expenses-related party | 611 | 33,135 | 8,103 |
(Gain on vessels sold) loss / write down on assets held for sale | 0 | (24,206) | 458,610 |
Loss / write down on assets held for sale-related party | 0 | 1,474 | 36,803 |
Total operating expenses | 145,127 | 175,480 | 693,375 |
Operating income (loss) | 54,199 | (31,447) | (529,643) |
Other income (expense): | |||
Interest income | 647 | 87 | 210 |
Gain on bargain purchase of Seajacks | 0 | 57,436 | 0 |
Gain on sale of equity investment | 0 | 5,382 | 0 |
Income (loss) from equity investment-related party | 55,538 | 4,353 | (105,384) |
Foreign exchange (loss) gain | (1,816) | 1,120 | (348) |
Financial expense, net | (563) | (14,848) | (36,818) |
Financial expense-related party | (1,555) | (1,512) | 0 |
Total other income (expense) | 52,251 | 52,018 | (142,340) |
Income (loss) before taxes | 106,450 | 20,571 | (671,983) |
Income tax expense | 748 | 344 | 0 |
Net income (loss) | $ 105,702 | $ 20,227 | $ (671,983) |
Weighted-average shares outstanding: | |||
Weighted-average number of shares outstanding, basic (in shares) | 38,074 | 16,096 | 9,484 |
Weighted-average number of shares outstanding, diluted (in shares) | 38,292 | 16,279 | 9,484 |
Earnings (loss) per common share: | |||
Earnings (loss) per common share, basic (in usd per share) | $ 2.78 | $ 1.26 | $ (70.85) |
Earnings (loss) per common share, diluted (in usd per share) | $ 2.76 | $ 1.24 | $ (70.85) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity - USD ($) $ in Thousands | Total | Common stock | Paid-in capital | Treasury stock | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2019 | 7,248,295 | ||||
Beginning balance at Dec. 31, 2019 | $ 874,967 | $ 809 | $ 1,717,144 | $ (56,720) | $ (786,266) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | (671,983) | (671,983) | |||
Common stock issued (in shares) | 4,715,000 | ||||
Common stock issued | 82,256 | $ 47 | 82,209 | ||
Purchase of common stock for treasury (in shares) | (1,077,307) | ||||
Purchase of common stock for treasury | (16,724) | (16,724) | |||
Cash dividends declared on common stock | (3,234) | (3,234) | |||
Reverse stock split | (115) | ||||
Reverse stock split | (2) | $ (2) | |||
Issuance of restricted stock, net of forfeitures (in shares) | 424,200 | ||||
Issuance of restricted stock, net of forfeitures | 0 | $ 5 | (5) | ||
Restricted stock amortization | 7,317 | 7,317 | |||
Ending balance (in shares) at Dec. 31, 2020 | 11,310,073 | ||||
Ending balance at Dec. 31, 2020 | 272,598 | $ 859 | 1,803,431 | (73,444) | (1,458,248) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 20,227 | 20,227 | |||
Common stock issued (in shares) | 27,649,600 | ||||
Common stock issued | 318,485 | $ 276 | 318,209 | ||
Retirement of treasury stock | 0 | $ (20) | (74,114) | (74,134) | |
Purchase of common stock for treasury (in shares) | (76,469) | ||||
Purchase of common stock for treasury | (1,407) | (1,407) | |||
Cash dividends declared on common stock | (1,712) | (1,712) | |||
Issuance of restricted stock, net of forfeitures (in shares) | 858,000 | ||||
Issuance of restricted stock, net of forfeitures | 0 | $ 9 | (9) | ||
Restricted stock amortization | $ 12,153 | 12,153 | |||
Ending balance (in shares) at Dec. 31, 2021 | 39,741,204 | 39,741,204 | |||
Ending balance at Dec. 31, 2021 | $ 620,344 | $ 1,124 | 2,057,958 | (717) | (1,438,021) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income (loss) | 105,702 | 105,702 | |||
Cash dividends declared on common stock | (1,601) | (1,601) | |||
Issuance of restricted stock, net of forfeitures (in shares) | 997,500 | ||||
Issuance of restricted stock, net of forfeitures | 0 | $ 10 | (10) | ||
Purchase of common stock for treasury - related party (in shares) | (2,292,310) | ||||
Purchase of common stock for treasury - related party | (16,952) | (16,952) | |||
Restricted stock amortization | $ 7,821 | 7,821 | |||
Ending balance (in shares) at Dec. 31, 2022 | 38,446,394 | 38,446,394 | |||
Ending balance at Dec. 31, 2022 | $ 715,314 | $ 1,134 | $ 2,064,168 | $ (17,669) | $ (1,332,319) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Shareholders' Equity (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends declared on common stock (in usd per share) | $ 0.04 | $ 0.12 | $ 0.35 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net income (loss) | $ 105,702 | $ 20,227 | $ (671,983) |
Adjustment to reconcile net income (loss) to net cash provided by operating activities: | |||
Restricted stock amortization | 7,821 | 12,154 | 7,317 |
Gain on bargain purchase of Seajacks | 0 | (57,436) | 0 |
Vessel depreciation | 24,597 | 10,190 | 48,369 |
Amortization of deferred financing costs | 564 | 658 | 3,667 |
Write off of deferred financing costs | 0 | 7,196 | 3,088 |
Loss (gain) on asset disposal / vessels sold | 896 | (19,598) | 428,833 |
Net (gains) on investments | (54,890) | (9,651) | 106,471 |
Dividend income from Scorpio Tankers (related party) | (646) | (862) | (1,087) |
Drydocking expenditures | (504) | (3,443) | (22,597) |
Changes in operating assets and liabilities: | |||
Decrease in prepaid expenses and other assets | 5,211 | 22,434 | 37,854 |
(Increase) decrease in accounts receivable | (15,397) | 44,704 | (8,923) |
Decrease (increase) in inventories | 51 | 9,928 | (4,243) |
(Decrease) increase in accounts payable and accrued expenses | (9,843) | (36,498) | 25,085 |
Decrease in taxes payable | (1,421) | 359 | 0 |
Decrease in net amounts due from related parties | 1,122 | 7,880 | 9,314 |
Net cash provided by (used in) operating activities | 63,263 | 8,242 | (38,835) |
Investing activities | |||
Sale of equity investment | 82,497 | 64,155 | 42,711 |
Cash acquired in Seajacks acquisition | 0 | 25,719 | 0 |
Dividend income on equity investment (related party) | 646 | 862 | 1,087 |
Proceeds from sale of assets held for sale | 0 | 496,107 | 194,066 |
Scrubber payments | 0 | 0 | (42,359) |
Payments for vessels under construction and other assets | (76,328) | (36,465) | 0 |
Net cash provided by investing activities | 6,815 | 550,378 | 195,505 |
Financing activities | |||
Proceeds from issuance of common stock | 0 | 165,896 | 82,254 |
Common stock repurchased | (16,952) | (1,407) | (16,724) |
Dividends paid | (1,601) | (1,712) | (3,234) |
Proceeds from issuance of debt | 130,000 | 0 | 199,840 |
Repayments of long term debt | (205,040) | (651,422) | (377,334) |
Debt issue cost paid | (3,235) | 0 | 0 |
Net cash used in financing activities | (96,828) | (488,645) | (115,198) |
(Decrease) increase in cash and cash equivalents | (26,750) | 69,975 | 41,472 |
Cash and cash equivalents, beginning of period | 153,977 | 84,002 | 42,530 |
Cash and cash equivalents and restricted cash, end of period | 127,227 | 153,977 | 84,002 |
Supplemental cash flow information: | |||
Interest paid | 4,541 | 5,433 | 28,661 |
Taxes paid | 2,161 | 0 | 0 |
Non-cash activities | |||
Right of use assets obtained in exchange for operating lease liabilities | 1,035 | 0 | 0 |
Fair value of shares issued as part of Seajacks acquisition | 0 | 152,288 | 0 |
Issuance of redeemable notes as part of Seajacks acquisition | $ 0 | $ 70,686 | $ 0 |
Organization and Basis of Prese
Organization and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Basis of Presentation | Organization and Basis of Presentation Company Effective February 8, 2021, we changed our name to Eneti Inc. from Scorpio Bulkers Inc., following receipt of the approval of our shareholders at a special meeting held on February 3, 2021. Eneti Inc. (the “Company”) was incorporated in the Republic of the Marshall Islands on March 20, 2013. The Company announced on August 3, 2020 its intention to transition away from the business of dry bulk commodity transportation and towards marine-based renewable energy including investing in the next generation of wind turbine installation vessels. During July 2021, the Company completed its exit from the business of dry bulk commodity transportation. The dry bulk commodity transportation business represented 100% of the activity of the Company when all dry bulk vessels qualified as held-for-sale as of December 31, 2020. Therefore, it did not meet the definition of a “component of an entity” as defined in ASC 205-20, Presentation of financial statements—Discontinued operations as its operations and cash flows could not be clearly distinguished from the rest of the entity. For that reason, it is not presented as a discontinued operation in these consolidated financial statements. Marine Energy (acquired August 2021) In August 2021, Eneti completed its acquisition of Atlantis Investorco Limited, the parent of Seajacks International Limited (“Seajacks”), after which Seajacks became a wholly-owned subsidiary of Eneti. The Company is focused on the offshore wind and marine-based renewable energy industry and has invested in the next generation of wind turbine installation vessels (“WTIV”). The Company operates five WTIVs, which in addition to wind farm installation can perform maintenance, construction, decommissioning and other tasks within the offshore industry. The Company typically operates its five WTIVs (collectively “our fleet”) on modified time charters, which provides a fixed and stable cash flow for a known period of time, and often places risks, such as weather downtime, on the charterer’s account. Our fleet currently consists of the following vessels: Vessel Name Vessel Design Year Built Seajacks Scylla NG14000 2015 Seajacks Zaratan NG5500 2012 Seajacks Leviathan NG2500 2009 Seajacks Hydra NG2500 2014 Seajacks Kraken NG2500 2009 Our commercial and technical management of our fleet enables us to have competitive operating expenses and high vessel maintenance standards. We conduct a significant portion of the commercial and technical management of our vessels in-house through our wholly owned subsidiaries. We believe having control over the commercial and technical management allows us to more closely monitor our operations and to offer consistent higher quality performance, reliability, safety and sustainability and efficiency in arranging charters and the maintenance of our vessels. We also believe that these management capabilities contribute significantly to maintaining a lower level of vessel operating and maintenance costs, without sacrificing the quality of our operations. The Company’s marine energy business is managed as a single operating segment. Former Dry Bulk Operations (exited July 2021) Prior to its exit from the dry bulk business, the Company was an international shipping company that owned and operated the latest generation newbuilding drybulk carriers with fuel-efficient specifications and carrying capacities of greater than 30,000 dwt in the international shipping markets. The Company’s vessels transported a broad range of major and minor bulk commodities, including ores, coal, grains, and fertilizers, along worldwide shipping routes, and were, or were expected to be, employed primarily in the spot market or in spot market-oriented pools of similarly sized vessels. The Company was organized by vessel type into two operating segments (see Note 18, Segments Reporting , to the consolidated financial statements): • Ultramax - includes vessels ranging from approximately 60,200 DWT to 64,000 DWT • Kamsarmax - includes vessels ranging from approximately 82,000 DWT to 84,000 DWT The Company’s vessels were commercially managed by Scorpio Commercial Management S.A.M., or SCM, an entity controlled by the Lolli-Ghetti family of which Emanuele Lauro, the Company’s co-founder, Chairman and Chief Executive Officer, and Filippo Lauro, the Company’s Vice President, are members. SCM’s services have included securing employment for the Company’s vessels in pools, in the spot market and on time charters. The Company’s vessels were technically managed by Scorpio Ship Management S.A.M., or SSM, an entity controlled by the Lolli-Ghetti family. SSM facilitates vessel support such as crew, provisions, deck and engine stores, insurance, maintenance and repairs, and other services as necessary to operate the vessels such as drydocks and vetting/inspection under a technical management agreement. The Company has also entered into an administrative services agreement, as amended from time to time, or the Amended Administrative Services Agreement, with Scorpio Services Holding Limited, or SSH, an entity controlled by the Lolli-Ghetti family. The administrative services provided under this agreement primarily include provision of administrative staff, office space and accounting, legal compliance, financial and information technology services, in addition to arranging vessel sales and purchases for the Company. Basis of accounting The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. Reverse stock split On April 7, 2020, the Company effected a one-for-ten reverse stock split. All share and per share information has been retroactively adjusted to reflect the reverse stock split. The par value was not adjusted as a result of the reverse stock split. Going concern The Company’s revenue is derived time charter and construction project revenue. The Company has several large installation project opportunities primarily served by Seajacks Scylla and Seajacks Zaratan. For our smaller vessels there are also contract opportunities in the offshore wind-farm maintenance market albeit at very competitive day rates. The Company expects the market in 2022 and 2023 to remain positive, substantiated by Seajacks significant order backlog for this period, with further improvements to our utilization and day rates for 2024 onward. We also expect to benefit from the resurfacing of projects cancelled in 2020 and 2021 as well as from the latest rebound of oil and gas prices. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. Significant Accounting Policies Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of Eneti Inc. and its subsidiaries in conformity with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. The Company consolidates entities in which it holds a controlling financial interest. A controlling financial interest is one in which the Company has a majority voting interest or one in which the Company is the primary beneficiary of a variable interest entity (“VIE”). The Company evaluates financial instruments, service contracts, and other arrangements to determine if any variable interests relating to an entity exist and whether the entity is a VIE, and if so, determines whether the Company is the primary beneficiary of a VIE. Accounting estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets, liabilities, revenues, and expenses. Actual results could differ from those results. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. We applied the acquisition method accounting for the acquisition of Seajacks and used estimates to determine the fair value of acquired assets and liabilities assumed. The vessel fair values were arrived at by independent valuations from three reputable brokers in the sector. Overall, the Company used point estimation techniques considering each broker’s concluded values on a vessel-by-vessel basis. The valuation process also identified a brand name, which is an indefinite life intangible asset, the fair value of which was determined by using a relief from royalty approach, which is a form of the income approach. This valuation is based upon estimates of future net revenues applied to benchmark royalty rate and discounted to present value, which results in an indication of the benefit of owning the intangible asset. The Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves estimating our current income tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities. The Company then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. A valuation allowance is recognized if, based upon the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. In making such a determination, the Company considers all material positive and negative evidence including projected future taxable income, available tax-planning strategies and its results of operations for the last three years. Actual results could differ materially from this assessment if adequate taxable income is not generated in future periods. Business combinations Acquisitions of businesses are accounted for using the acquisition method of accounting, and the financial statements include the results of the acquired operations of Seajacks (“Seajacks acquisition”) from its August 12, 2021 acquisition date. The purchase price of the acquired entities is allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition, with any excess of cost over the fair value of net assets acquired, including intangibles, recognized as goodwill. Conversely, to the extent the estimated fair value of the net assets acquired exceeds the purchase price, we recognize a bargain purchase gain. The measurement period shall not exceed one year from the acquisition date. Subsequent measurement period adjustments will be recognized in the reporting periods in which the adjustment amount is determined. There was no adjustment made during the measurement period. Revenue recognition - Marine Energy (acquired August 2021) Time charter Time charter revenues are earned for exclusive use of the services of the vessel by the charterer for an agreed period of time. There is a lease component of the hire and a service component. The lease component relates to the hire revenues which are recorded on a straight-line basis over the term of the charter in accordance with ASC 842, Leases. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew, which is invoiced to charterers and classified as revenue under ASC 606, Revenue from Contracts. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. (See Note 19, Revenues, to the consolidated financial statements.) Revenues related to reimbursable expenses The Company generally receives reimbursements from our customers for the purchase of supplies, equipment, and other services provided at their request in accordance with the terms of the contracts. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and the timing thereof are highly dependent on factors outside of the Company’s influence. Accordingly, reimbursable revenue is fully constrained and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. The Company and its subsidiaries are generally considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer. Revenues related to reimbursable expenses are generally categorized as service revenues. (See Note 19, Revenues , to the consolidated financial statements.) Mobilization and demobilization revenue The Company may receive fees on a fixed lump-sum for the mobilization and demobilization of its vessels. These activities are not considered to be distinct within the context of the contract and therefore the associated revenue is allocated to the overall performance obligation and recognized ratably over the agreed term of the related time charter contract. The Company defers mobilization and contract preparation fees received, as well as direct and incremental costs associated with the mobilization of equipment and contract preparation activities as “contract fulfillment costs” and amortizes each on a straight-line basis, over the related time charter contract. Demobilization revenue expected to be received upon contract completion is included as part of the overall transaction price at contract inception and recognized over the term of the contract. Mobilization and demobilization revenue are classified as either time charter revenue or project revenue depending on the contract to which they relate. (See Note 19, Revenues , to the consolidated financial statements.) Revenues related to construction supervision Construction supervision revenues relate to advisory and support services provided to third parties during the design and construction phases of new buildings. Revenue is recognized in accordance with the satisfaction of the performance obligations. Advisory services are recognized in line with the agreed milestones and support services are recognized evenly over the duration of the contract, as set out in the contractual terms. (See Note 19, Revenues , to the consolidated financial statements.) Project Revenue Project revenues consists mainly of recoverable claims due to change orders or variations which are recognized when realization of the recovery is deemed probable and can be reliably measured. Contract assets and liabilities In certain cases, the measurement of revenue will not be the same as amounts invoiced to a customer. In these circumstances, the Company recognizes either a contract asset or a contract liability for the difference between cumulative revenue recognized and cumulative amounts billed for that contract. A contract asset is the Company’s right to consideration in exchange for goods or services that the Company has delivered to a customer before payment is due. Conversely, where the Company receives a payment for consideration in relation to goods or services to be provided in the future, the amount is recorded as a contract liability. Revenue will be recognized when the related services are provided to the customers. Where the Company identifies non-current contract liabilities relating to mobilization and contract preparation fees received from customers in advance, which are deferred until the commencement of the associated contracts, the Company measures the amount of revenue to recognize on execution of the contracts by calculating a financing component at the interest rate that would have applied had the Company borrowed the funds from its customer. Contract fulfillment costs Costs related to a specific contract that generate or enhance a resource that is used to fulfill a performance obligation and are recoverable under the contract. Accounts receivable A receivable is distinguished from a contract asset if the receipt of the consideration is unconditional. Receivables are presented net of any necessary allowances. Management continually evaluates customer receivables for impairment based on historical experience, including the age of the receivables and the customers payment pattern. The Company had no allowance for doubtful accounts at December 31, 2022 and 2021. Remaining performance obligations Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period with an original expected duration of one year or more. The Company does not disclose the remaining performance obligations of short-term contracts that are expected to have a duration of one year or less or where the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date (for example, a service contract in which a customer is billed for each hour of service provided). We do not disclose the remaining performance obligations of contracts for which there is either a right to invoice, or for which is there is an expected duration of one year or less. As of December 31, 2022 and 2021, the aggregate amount of the transaction price allocated to remaining performance obligations is estimated to be $2.5 million, which is expected to be recognized in 2023 and $3.1 million which was recognized in 2022, respectively. Revenue recognition - former Dry Bulk Operations (exited July 2021) Prior to its exit from dry bulk operations, most of the Company’s revenues were sourced from commercial pools and time charters, which fell under the guidance of US GAAP for leases. In commercial pools the Company participated with other shipowners to operate a large number of vessels as an integrated transportation system, which offered customers greater flexibility and a higher level of service while achieving scheduling efficiencies. The operation of the pool enabled both pool customers and participants to share the benefits achieved from these efficiencies. Under pooling arrangements, vessels were leased to and placed at the disposal and control of the pool during their participation in the pool. The Pool Manager negotiated and entered into arrangements for the commercial employment and operation of the pool vessels so as to secure the highest earnings to be shared among the pool participants. All revenues earned by the pool from the operation of the pool vessels, after deduction of all costs involved in the operation of the pool, was shared among the pool participants based upon pool points, in accordance with the contract. All other revenues, such as those generated by voyage charters, not falling under US GAAP lease guidance were recognized pursuant to ASC 606, which recognizes revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring such goods or services to a customer (as defined in the standard). Voyage expenses (former Dry Bulk Operations - exited July 2021) Voyage expenses primarily include bunkers, port charges, canal tolls, cargo handling operations and brokerage commissions paid by us under voyage charters, brokerage commissions and miscellaneous voyage expenses that the Company is unable to recoup under time charter and pool arrangements. Charterhire expense (former Dry Bulk Operations - exited July 2021) Charterhire expense is the amount we pay the owner for time chartered-in dry bulk vessels. The amount is usually for a fixed period of time at charter rates that are generally fixed, but may contain a variable component based on drybulk indices, inflation, interest rates, profit sharing, or current market rates. The vessel’s owner is responsible for crewing and other vessel operating costs. Charterhire expense is recognized ratably over the charterhire period. Leases The Company adopted Financial Accounting Standards Board, or the FASB, Accounting Standards Codification, or the ASC, Topic 842, “Leases” effective January 1, 2019 using the modified retrospective transition approach, which allowed the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate its comparative prior year periods. Under the lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The Company determines if an arrangement contains a lease at inception. This determination requires judgment with arrangements generally considered to contain a lease when all of the following apply: • It conveys the right to control the use of an identified asset for a period of time to the lessee; • The lessee enjoys substantially all economic benefits from the use of the asset; and • The lessee directs the use of the identified asset. Following the Seajacks acquisition, the company leases various office space and warehouse facilities from third parties. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Leases payments are discounted at the interest rate implicit in the lease, if readily determinable, or otherwise at the Company’s incremental borrowing rate to determine their present value. Lease expense is recorded as part of General and administrative expenses in the Consolidated Statements of Operations. Prior to its exit from dry bulk operations, costs in respect of operating leases for chartered-in dry bulk vessels were charged to Charterhire expense in the Consolidated Statements of Operations on a straight-line basis over the lease term. At the present time, the majority of marine energy revenues are sourced from time charters. Prior to the Company’s transition to marine energy, the Company’s dry bulk revenues were sourced from either commercial pools or time charters, both of which fall under the guidance of U.S. GAAP for leases: • Marine energy (acquired August 2021) - time charter hire revenues are earned for exclusive use of the services of the vessel by the charterer for an agreed period of time. There is a lease component of the hire and a service component. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew classified as revenue under ASC 606. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. • Dry bulk (exited July 2021) - based on the Company's analysis of its contracts, the Company determined that its pool arrangements met the definition of operating leases under ASC 842. As lessor, the Company leased its vessels to pools, which managed the vessels in order to enter into transportation contracts with their customers and enjoy the economic benefits derived from such arrangements. Furthermore, the pools directed the use of a vessel (subject to certain limitations in the pool or charter agreement) throughout the period of use. Under the commercial pool agreements, the pool participants shared the revenue generated by the entire pool in accordance with a point system that allocates points to each vessel in the pool, based upon performance, age and other factors. The Company, as lessor, elected to apply the practical expedient to not separate lease and associated non-lease components and instead accounted for each separate lease component and the associated non-lease components as a single component, as the criteria for not separating the lease and non-lease components of its arrangements were met since: (a) the timing and pattern of transfer were the same for both the lease and non-lease components, (b) the lease component of the contracts, if accounted for separately, would be classified as an operating lease, and (c) the lease component was the predominant component in the arrangement. As lessor, the Company accounted for its vessels as assets and recorded lease revenue for each period. As a pool participant, the Company accounted for its vessels as assets and records lease revenue for each period as the variability associated with lease payments is resolved. The Company also entered into sale and leaseback transactions, all of which contain lessee fixed price repurchase obligations. In accordance with ASC 842, such transactions are accounted for as failed sales and accordingly, the Company recognized these vessels at their net book values on the consolidated balance sheet while also recognizing their financial liabilities for the financing amount drawn down on the accompanying consolidated balance sheet under “Financing obligation” and the variable amount of consideration paid under “Financial expense, net” in the accompanying Consolidated Statements of Operations. Vessel operating costs Vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, and technical management fees, are expensed as incurred. Technical management fees are paid to SSM (See Note 16, Related Party Transactions ). Pursuant to the Revised Master Agreement, SSM provides us with technical services, and we provide it with the ability to subcontract technical management of our vessels. Foreign currencies In preparing the consolidated financial statements of Eneti Inc. and each of its subsidiaries, transactions in currencies other than the U.S. dollar are recorded at the rate of exchange prevailing on the dates of the transactions. Any change in exchange rate between the date of recognition and the date of settlement may result in a gain or loss which is included in the Consolidated Statement of Operations. At the end of each reporting period, monetary assets and liabilities denominated in other currencies are retranslated into the functional currency at rates ruling at that date. All resultant exchange differences are included in the Consolidated Statements of Operations. Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand and demand deposits, and other short-term highly-liquid investments with original maturities of three months or less, and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Restricted cash Cash which serves as cash collateral on certain of the performance bonds issued is classified as restricted (see Note 8, “Commitment and Contingencies”). Inventories Inventories consist mainly of spare parts used in the operations of the vessels and are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out method. Assets held for sale During December 2020, the Company’s Board of Directors authorized the Company, as part of its transition to a sustainable future, to sell its remaining dry bulk vessels and exit the dry bulk sector during 2021, classifying all of its remaining fleet as held for sale at December 31, 2020. As a result of this decision, the Company recorded a charge of $458.6 million to remeasure its fleet to its fair value less costs to sell. All of the assets held for sale were sold during 2021. Assets held for sale include drybulk vessels and contracts for the construction of vessels and are classified in accordance with ASC 360, Property, Plant, and Equipment . The Company considers such assets to be held for sale when all of the following criteria are met: • management commits to a plan to sell the property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable and we expect the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and, if the asset is a vessel, the Company ceases depreciation. Determination of fair value less costs to sell implies judgment. Management estimated the fair value of each individual vessel in the fleet based on its specific characteristics, such as category of the vessel (Ultramax or Kamsarmax), year and shipyard of construction, cargo carrying capacity, scrubbers retrofit, the Company’s recent sales transactions for similar vessels, and other factors. Management also estimated incremental direct costs to sell mainly on the basis of existing contracts (termination fees to be paid to related party commercial and technical managers) and customary industry practices (commissions to be paid to brokers). The Company’s vessels had been commercially managed by SCM and technically managed by SSM pursuant to the Master Agreement prior to their termination. As the termination amounted to a sale of all or substantially all vessels, a payment equal to 24 months of management fees applied as the Company’s Board of Directors authorized the Company, as part of its transition to a sustainable future, to sell its remaining dry bulk vessels and exit the dry bulk sector during 2021. This fee was considered as part of our assessment of the fair value less cost to sell of our remaining fleet, and was therefore included in the captions "Loss/write down on assets held for sale-related party" in the Consolidated Statements of Operations, and "Assets held for sale" in the Consolidated Balance Sheet. Vessels, net Vessels, net is stated at historical cost (or acquisition date fair value) less accumulated depreciation and any impairment. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel including capitalized interest and expenditures made to prepare the vessel for its initial voyage. Vessels are depreciated to their residual value on a straight-line basis over their estimated useful lives of 30 years from the date the vessels are ready for their first voyage. These estimated useful lives are management’s best estimate and are also consistent with industry practice for similar vessels. The residual value is estimated as the lightweight tonnage of each vessel multiplied by an estimated scrap value per ton. The scrap value per ton is estimated taking into consideration the historical four years average scrap market rates. The carrying value of the Company’s vessels does not necessarily represent the fair market value of such vessels or the amount it could obtain if it were to sell any of its vessels, which could be more or less. Under U.S. GAAP, the Company would not record a loss if the fair market value of a vessel (excluding its charter) is below its carrying value unless and until it determines to sell that vessel or the vessel is impaired as discussed below under “ Impairment of long-lived assets held for use .” Vessels under construction Vessels under construction are measured at cost and include costs incurred that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These costs include installment payments made to the shipyards, capitalized interest, professional fees, and other costs deemed directly attributable to the construction of the asset. Vessels under construction are not depreciated. On October 20, 2021, the Company entered into a technical support agreement with SSM pursuant to which SSM provides technical advice and services to us in connection with the construction of our newbuilding WTIV at Daewoo. In conside |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | Earnings Per Common Share The following is a reconciliation of the basic and diluted earnings per share computations (amounts in thousands, except per share amounts): For the years ended December 31, 2022 2021 2020 Net income (loss) for basic and diluted earnings per share $ 105,702 $ 20,227 $ (671,983) Common shares Weighted average shares basic 38,074 16,096 9,484 Effect of dilutive securities 218 183 — Weighted average common shares - diluted 38,292 16,279 9,484 Income (loss) earnings per share: Basic $ 2.78 $ 1.26 $ (70.85) Diluted $ 2.76 $ 1.24 $ (70.85) The following is a summary of share equivalents not included in the computation of diluted earnings per share because their effects would have been anti-dilutive for the years ended December 31, 2022, 2021 and 2020 (in thousands). For the years ended December 31, 2022 2021 2020 Share equivalents 823 19 640 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Acquisitions Acquisition of Seajacks International Limited On August 12, 2021, the Company completed a previously announced transaction whereby one of its wholly-owned direct subsidiaries acquired from Marubeni Corporation, INCJ Ltd and Mitsui OSK Lines Ltd. (together, the “Sellers”) 100% of Atlantis Investorco Limited, the parent of Seajacks International Limited (“Seajacks”), for consideration of approximately 8.13 million shares, and $70.7 million of newly-issued redeemable notes (see Note 12, Debt ). Upon completion, 7.5 million common shares and 700,000 preferred shares were issued to the Sellers. The preferred shares were subsequently converted to common shares. Seajacks (www.seajacks.com) was founded in 2006 and is based in Great Yarmouth, UK. It is one of the largest owners of purpose-built self-propelled WTIVs in the world and has a track record of installing wind turbines and foundations dating to 2009. Seajacks’ flagship, NG14000X design “Seajacks Scylla”, was delivered from Samsung Heavy Industries in 2015. Seajacks also owns and operates the NG5500C design “Seajacks Zaratan” which is currently operating in the Japanese market under the Japanese flag, as well as three NG2500X specification WTIVs. The transaction was accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. With respect to contract assets and liabilities, the Company early-adopted ASU 2021-08 which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. Acquisition costs are expensed as incurred. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the initial allocation of the consideration transferred in may be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. The company finalized the purchase price allocation within the twelve months after the closing date of the acquisition, which resulted in no adjustments to the fair values of the identifiable net assets related to the acquisition. The following table is a summary and allocation of the purchase price of the Seajacks acquisition: (Dollars in thousands) Purchase price: Issuance of redeemable notes $ 70,686 Equity issued (8.13 million shares) 152,288 Total purchase price 222,974 Allocated to: Cash and cash equivalents $ 25,719 Trade and other receivables 60,304 Inventories 4,655 Other current assets 5,832 Vessels 554,705 Brand Name * 4,518 Other non-current assets 6,289 Accounts payable and accrued expenses (20,231) Bank loans and other current debt (341,651) Other current liabilities (15,852) Other non-current liabilities (3,878) Fair value of assets acquired, less liabilities assumed 280,410 Gain on bargain purchase (57,436) Total purchase price $ 222,974 *Indefinite useful life intangible asset, based upon appraisal performed The vessel fair values were arrived at by independent valuations from three reputable brokers in the sector. Overall, the Company used point estimation techniques considering each broker’s concluded values on a vessel-by-vessel basis. The fair value of the identified brand name intangible asset was determined by using a relief from royalty approach, which is a form of the income approach. Specifically, a benchmark royalty rate is applied to the net revenues expected to be generated by the brand name. The after-tax royalty stream is then discounted to present value, which results in an indication of owning the intangible asset. The fair value of the accounts receivable is equal to the contractual amount of the receivables and there are no significant receivables that are not expected to be collected. The fair value of the net assets and liabilities acquired, as determined by management, was greater than the purchase price (resulting in a negative value for goodwill). When the net fair value of the identifiable assets and liabilities acquired exceeds the purchase consideration, the fair value of net assets acquired is reassessed, with any residual negative goodwill recognized immediately in net income as a bargain purchase gain. Management conducted a reassessment of the fair values of the acquired assets and liabilities during the twelve-month measurement period resulting in no change to the initial valuations. A key reason for the bargain purchase gain was that the transaction was priced based on net asset value (“NAV”) of Eneti, with the number of shares issued being based on NAV per share. However, the share price upon which the fair value of the consideration is based for accounting purposes, the actual quote price on the date of acquisition, was materially lower. Also, the previous owners recognized that additional funding would be required to enable Seajacks to grow its business further through new vessel construction and upgrade of the existing vessels, however the previous ownership structure was not appropriate for such growth due to the certain limitations of one of the former owners. The reduction in share value combined with the previous owners’ desire to close the transaction on an accelerated basis enabled Eneti to obtain the Seajacks business at a lower price resulting in the recognition of a bargain purchase gain of $57.4 million, which is included in Other income (expense) under the Gain on bargain purchase of Seajacks in the Consolidated Statements of Operations for the year ended December 31, 2021. Seajacks results of operations since acquisition are reflected in the Company's Consolidated Statements of Operations for the year ended December 31, 2021 were as follows: ($ in thousands) Post-acquisition period ended December 31, 2021 * Revenues $ 41,903 Loss before taxes (7,176) *since August 12, 2021 The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with Seajacks as if the acquisition had occurred on January 1, 2020. The unaudited pro-forma financial information, which excludes the results of its drybulk business, is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above: ($ in thousands) Twelve months ended December 31, 2021 Twelve months ended December 31, 2020 Pro Forma revenues $ 217,773 $ 42,755 Pro forma net income (loss) $ 33,374 $ (395,010) Pro Forma earnings (loss) per share| Basic $ 2.07 $ (23.25) Diluted $ 2.05 $ (23.25) |
Vessels, Net
Vessels, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Vessels, Net | Vessels, net At December 31, 2022, the Company owned five WTIVs. A rollforward of activity within vessels is as follows (in thousands): Balance December 31, 2020 $ — Vessels acquired as part of the Seajacks transaction 554,705 Other additions — Depreciation (10,190) Balance December 31, 2021 $ 544,515 Other additions $ 1,413 Depreciation $ (24,597) Balance December 31, 2022 $ 521,331 Vessels Owned Vessel Name Year Built Seajacks Scylla 2015 Seajacks Zaratan 2012 Seajacks Leviathan 2009 Seajacks Hydra 2014 Seajacks Kraken 2009 |
Vessels Under Construction
Vessels Under Construction | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Vessels Under Construction | Vessels, net At December 31, 2022, the Company owned five WTIVs. A rollforward of activity within vessels is as follows (in thousands): Balance December 31, 2020 $ — Vessels acquired as part of the Seajacks transaction 554,705 Other additions — Depreciation (10,190) Balance December 31, 2021 $ 544,515 Other additions $ 1,413 Depreciation $ (24,597) Balance December 31, 2022 $ 521,331 Vessels Owned Vessel Name Year Built Seajacks Scylla 2015 Seajacks Zaratan 2012 Seajacks Leviathan 2009 Seajacks Hydra 2014 Seajacks Kraken 2009 |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2022 | |
Assets Held for Sale [Abstract] | |
Assets Held for Sale | Assets Held for Sale There were no assets held for sale at December 31, 2022 or December 31, 2021. During December 2020, the Company’s Board of Directors authorized the Company, as part of its transition to a sustainable future, to sell its remaining dry bulk vessels and exit the dry bulk sector during 2021. As a result of this decision, the Company classified all of its remaining fleet as held for sale at December 31, 2020, and recorded a loss / write-down on assets held for sale of $458.6 million and a loss / write down on assets held for sale-related party of $36.8 million. During 2021, the Company completed its plan to exit the dry bulk sector and sale of its dry bulk fleet and recorded a gain on sale of $22.7 million primarily the result of an increase in the fair value of common shares of Star Bulk Carriers Corp. (“Star Bulk”) and Eagle Bulk Shipping Inc. (“Eagle”) received as a portion of the consideration for the sale of certain of our vessels to Star Bulk and Eagle. All Star Bulk and Eagle shares were sold during 2021. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases Marine Energy (acquired August 2021) As of December 31, 2022, the Company is lessor for five self-propelled jack-up vessels which are time-chartered for an agreed period of time, generally between 2-9 months. There is a lease component of the hire and a service component. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew classified as revenue under ASC 606. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. The following are the current Company contracts, as lessee, that fall under ASC 842: The Company leases two combination office space and warehouse facilities located in Great Yarmouth, UK and Taiwan and a marine base in Middlesbrough, UK. • Great Yarmouth, UK - 22,000 square feet, 15 year lease expiring in June 2027 • Taiwan - 2,500 square feet, 5 year lease expiring in February 2025 • Middlesbrough, UK - 135 acre site, 3 year lease expiring in March 2025 Operating lease right-of-use assets and lease liabilities for lease terms not qualifying for any exceptions as of December 31, 2022 and 2021 are as follows (in thousands): Description Location in December 31, 2022 December 31, 2021 Assets: Right of use assets Other assets $ 1,629 $ 1,257 Liabilities: Current portion - operating leases Accounts payable and accrued expenses $ 674 $ 355 Non-current portion - operating leases Other liabilities $ 1,683 $ 1,825 Maturities of operating lease liabilities for contracts with initial non-cancelable terms in excess of one year at December 31, 2022 are as follows (in thousands): Year 2023 $ 773 2024 773 2025 468 2026 379 2027 183 Thereafter — Total lease payments $ 2,576 Less: Imputed interest (219) Total present value of operating lease liabilities $ 2,357 Less: Current portion (674) Non-current operating lease liabilities $ 1,683 The following table summarizes marine energy lease cost (in thousands): Twelve months ended December 31, 2022 Post-acquisition period ended Operating lease costs $ 490 $ 117 The following table summarizes other supplemental information about the Company’s operating leases: Twelve months ended December 31, 2022 Post-acquisition period ended Weighted average discount rate 5.0 % 5.0 % Weighted average remaining lease term 3.7 years 5.3 years Former Dry Bulk Operations (exited July 2021) The following were the Company contracts under ASC 842 prior to ceasing operations: As Lessor: Commercial pool/time charter out contracts The Company’s dry bulk vessel revenues were primarily sourced from commercial pools, which along with time charters, fell under ASC 842. As lessor, the Company leased its vessels to pools, which managed the vessels in order to enter into transportation contracts with their customers, direct the use of the vessel, and enjoy the economic benefits derived from such arrangements. Under the commercial pool agreements, the pool participants shared the revenue generated by the entire pool in accordance with a point system that allocates points to each vessel in the pool based upon performance, age and other factors. As a pool participant, the Company accounted for its vessels as assets and recorded lease revenue each period as the variability associated with lease payments is resolved. Please see Note 4, Vessels and Note 16, Related Party Transactions . As Lessee: Time charter in contracts At January 1, 2019, the Company’s operating fleet included only one chartered-in vessel, which was chartered-in until September 2020. During 2019, the Company also entered into operating leases for five additional chartered-in vessels, all of which expired during 2021. There were no remaining operating lease assets or liabilities for dry bulk charter-in contracts at December 31, 2022 or 2021. The following table summarizes lease cost for our former dry bulk business (in thousands): Twelve months ended Twelve months ended Operating lease costs $ 35,437 $ 21,824 Variable lease costs $ 33,072 $ 14,545 Sublease income $ 23,466 $ 20,430 *results prior to ceasing dry bulk operations in July 2021 The following table summarizes other supplemental information about the Company’s dry bulk operating leases: Twelve months ended Weighted average discount rate 4.9 % Weighted average remaining lease term 0.5 years Cash paid for the amounts included in the measurement of lease liabilities for operating leases (in thousands) $ — Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ — *results prior to ceasing dry bulk operations in July 2021 |
Leases | Leases Marine Energy (acquired August 2021) As of December 31, 2022, the Company is lessor for five self-propelled jack-up vessels which are time-chartered for an agreed period of time, generally between 2-9 months. There is a lease component of the hire and a service component. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew classified as revenue under ASC 606. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. The following are the current Company contracts, as lessee, that fall under ASC 842: The Company leases two combination office space and warehouse facilities located in Great Yarmouth, UK and Taiwan and a marine base in Middlesbrough, UK. • Great Yarmouth, UK - 22,000 square feet, 15 year lease expiring in June 2027 • Taiwan - 2,500 square feet, 5 year lease expiring in February 2025 • Middlesbrough, UK - 135 acre site, 3 year lease expiring in March 2025 Operating lease right-of-use assets and lease liabilities for lease terms not qualifying for any exceptions as of December 31, 2022 and 2021 are as follows (in thousands): Description Location in December 31, 2022 December 31, 2021 Assets: Right of use assets Other assets $ 1,629 $ 1,257 Liabilities: Current portion - operating leases Accounts payable and accrued expenses $ 674 $ 355 Non-current portion - operating leases Other liabilities $ 1,683 $ 1,825 Maturities of operating lease liabilities for contracts with initial non-cancelable terms in excess of one year at December 31, 2022 are as follows (in thousands): Year 2023 $ 773 2024 773 2025 468 2026 379 2027 183 Thereafter — Total lease payments $ 2,576 Less: Imputed interest (219) Total present value of operating lease liabilities $ 2,357 Less: Current portion (674) Non-current operating lease liabilities $ 1,683 The following table summarizes marine energy lease cost (in thousands): Twelve months ended December 31, 2022 Post-acquisition period ended Operating lease costs $ 490 $ 117 The following table summarizes other supplemental information about the Company’s operating leases: Twelve months ended December 31, 2022 Post-acquisition period ended Weighted average discount rate 5.0 % 5.0 % Weighted average remaining lease term 3.7 years 5.3 years Former Dry Bulk Operations (exited July 2021) The following were the Company contracts under ASC 842 prior to ceasing operations: As Lessor: Commercial pool/time charter out contracts The Company’s dry bulk vessel revenues were primarily sourced from commercial pools, which along with time charters, fell under ASC 842. As lessor, the Company leased its vessels to pools, which managed the vessels in order to enter into transportation contracts with their customers, direct the use of the vessel, and enjoy the economic benefits derived from such arrangements. Under the commercial pool agreements, the pool participants shared the revenue generated by the entire pool in accordance with a point system that allocates points to each vessel in the pool based upon performance, age and other factors. As a pool participant, the Company accounted for its vessels as assets and recorded lease revenue each period as the variability associated with lease payments is resolved. Please see Note 4, Vessels and Note 16, Related Party Transactions . As Lessee: Time charter in contracts At January 1, 2019, the Company’s operating fleet included only one chartered-in vessel, which was chartered-in until September 2020. During 2019, the Company also entered into operating leases for five additional chartered-in vessels, all of which expired during 2021. There were no remaining operating lease assets or liabilities for dry bulk charter-in contracts at December 31, 2022 or 2021. The following table summarizes lease cost for our former dry bulk business (in thousands): Twelve months ended Twelve months ended Operating lease costs $ 35,437 $ 21,824 Variable lease costs $ 33,072 $ 14,545 Sublease income $ 23,466 $ 20,430 *results prior to ceasing dry bulk operations in July 2021 The following table summarizes other supplemental information about the Company’s dry bulk operating leases: Twelve months ended Weighted average discount rate 4.9 % Weighted average remaining lease term 0.5 years Cash paid for the amounts included in the measurement of lease liabilities for operating leases (in thousands) $ — Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ — *results prior to ceasing dry bulk operations in July 2021 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitment and Contingencies Legal Matters The Company is periodically involved in litigation and various legal matters that arise in the normal course of business. Such matters are subject to many uncertainties and outcomes which are not predictable. At the current time, the Company does not believe that any legal matters could have a material adverse effect on its financial position or future results of operations and therefore has not recorded any reserves in relation thereto as of December 31, 2022 and 2021. Capital Commitments The Company is currently under contract with Daewoo Shipbuilding and Marine Engineering for the construction of two next-generation offshore WTIVs. The aggregate contract price is approximately $654.7 million, of which $98.5 million has been paid. The vessels are expected to be delivered in the fourth quarter of 2024 and second quarter of 2025. At December 31, 2022, the estimated future payment dates and amounts are as follows (dollars in thousands): DSME1 DSME2 2023 $ 66,072 $ 32,441 2024 198,218 64,881 2025 — 194,644 $ 264,290 $ 291,966 Debt See Note 12, Debt , to the consolidated financial statements for a schedule of debt and financing obligation payments as of December 31, 2022. Performance Bonds Under certain circumstances, the Company issues either advance payment or performance bonds upon signing a wind turbine installation contract. An advance payment bond protects the money being advanced to the Company by the client at the start of the project. The bond will protect the client for the full advanced amount should Seajacks default on the agreement. A performance bond can be issued to the client as a guarantee against the Company meeting the obligations specified in the contract. At December 31, 2022 and 2021, there were approximately $14.0 million and $31.6 million of bonds issued, respectfully. At December 31, 2022, the Company had a restricted cash of $7.3 million, which served as cash collateral on certain of the performance bonds issued. Other |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: As of (in thousands) December 31, 2022 December 31, 2021 Accounts payable $ 9,856 $ 6,566 Accrued operating expense 6,264 11,448 Accrued administrative expense 7,504 9,059 Accounts payable and accrued expenses $ 23,624 $ 27,073 |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Common Shares | Common Shares As of December 31, 2022 the Company had: • Approximately 38.4 million common shares outstanding, the $0.01 par value of which is recorded as common stock of $1.1 million. • Paid-in capital of $2.1 billion which substantially represents the excess net proceeds from common stock issuances over the par value as well as the amount of cumulative restricted stock amortization. • Treasury stock of $17.7 million representing the cost at which the Company repurchased approximately 2.3 million of its own shares. Equity Issuance In November 2021, the Company issued approximately 19.4 million shares of its common stock, par value $0.01 per share, at $9.00 per share in an underwritten public offering. Scorpio Services Holding Limited, a related party to the Company, purchased approximately 3.7 million common shares in the offering at the public offering price. In addition, Robert Bugbee (the Company’s President) and a non-executive director agreed to purchase 222,222 and 11,111 common shares, respectively, at the public offering price. The Company received approximately $165.9 million of net proceeds from the issuance. Share Repurchase Program In August 2022, the Company repurchased 2,292,310 shares of its common stock (the “Shares”) from INCJ SJ Investment Limited, for approximately $17.0 million. The Company issued the Shares to INCJ, Ltd. as part of the acquisition price paid by it to acquire Seajacks in August 2021. The repurchase of the Shares was made under the Company’s then existing board authorized repurchase plan. The Shares are held in treasury stock. In September 2022, the Company’s Board of Directors authorized a new share repurchase program to purchase up to an aggregate of $50.0 million of the Company’s common shares (the “Program”). This new share repurchase program replaced the Company’s previous share repurchase program that was authorized in January 2019 and that was terminated in conjunction with the authorization of the new share repurchase program. The specific timing and amounts of the repurchases will be in the sole discretion of management and may vary based on market conditions and other factors. The Company is not obligated under the terms of the program to repurchase any of its common shares. The authorization has no expiration date. As of December 31, 2022, $50.0 million remained available under the Program. In February 2021, the Company retired approximately 2.0 million or $74.1 million of treasury stock. Dividends During 2022 and 2021, the Company’s Board of Directors declared and paid quarterly cash dividends totaling $0.04 per share and $0.12 per share, or $1.6 million and $1.7 million, respectively. |
Equity Incentive Plan
Equity Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Plan | Equity Incentive PlanThe Eneti Inc. 2013 Equity Incentive Plan, or the Plan, was approved by the Company’s Board of Directors and became effective on September 30, 2013 and was last amended to reserve additional common shares for issuance pursuant to the Plan on October 8, 2021. Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event of a “change in control” (as defined in the Plan), unless otherwise provided by the Plan administrator in an award agreement, awards then outstanding will become fully vested and exercisable in full. The Board of Directors may amend or terminate the Plan and may amend outstanding awards, provided that no such amendment or termination may be made that would materially impair any rights, or materially increase any obligations, of a grantee under an outstanding award. Shareholder approval of Plan amendments will be required under certain circumstances. On November 30, 2022, the Board of Directors approved the reloading of the Plan and reserved an additional 15,790 common shares of the Company for issuance pursuant to the Plan. As of December 31, 2022, we had reserved a total of 3,199,954 common shares for issuance under the Plan, subject to adjustment for changes in capitalization as provided in the Plan. The Plan is administered by the Company’s Compensation Committee. The Plan will remain in effect until the tenth anniversary of the date on which the Plan was adopted by the Board of Directors, unless terminated, or extended by the Board of Directors. After the termination date, no further awards shall be granted pursuant to the Plan, but previously granted awards will remain outstanding in accordance with their applicable terms and conditions. Under the Plan, the Company is permitted to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and unrestricted common shares. Under the terms of the Plan, stock options and stock appreciation rights granted under the Plan will have an exercise price equal to the fair value of a common share on the date of grant, unless otherwise determined by the Plan administrator, but in no event will the exercise price be less than the fair value of a common share on the date of grant. Options and stock appreciation rights will be exercisable at times and under conditions as determined by the Plan administrator, but in no event will they be exercisable later than ten years from the date of grant. The Company did not grant any option awards or stock appreciation rights under the Plan during the three years ended December 31, 2022. The Plan administrator may grant shares of restricted stock and awards of restricted stock units subject to vesting, forfeiture and other terms and conditions as determined by the Plan administrator. Generally, restricted stock granted under the Plan vests in one of the following manners: (a) annually in three equal installments, if the independent director has continued to serve on the Board of Directors from the grant date to the applicable vesting date or (b) serial vest on each of the second, third and fourth anniversaries of the date of grant so long as the award recipient is employed on such date. The Company recognizes share-based compensation expense (see Note 1, Organization and Basis of Presentation ) over this three-year period or four-year period, as applicable. The Company recorded share-based compensation expense of $7.8 million, $12.2 million, and $7.3 million for the years ended December 31, 2022, 2021 and 2020, respectively, related to restricted stock awards, which is included in General and administrative expenses in the Consolidated Statements of Operations. A summary of activity for restricted stock awards during the three years ended December 31, 2022 is as follows: Number of Weighted Outstanding at December 31, 2019 364,986 $ 62.90 Fractional shares exchanged for cash upon reverse stock split (37) 62.90 Granted 425,000 13.22 Vested (149,342) 50.75 Forfeited (800) 64.64 Outstanding at December 31, 2020 639,807 32.74 Granted 858,000 16.41 Vested (548,612) 32.90 Forfeited — — Outstanding at December 31, 2021 949,195 17.89 Granted 997,500 6.37 Vested (99,681) 19.55 Forfeited — — Outstanding at December 31, 2022 1,847,014 $ 11.58 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s long-term debt consists of bank loans, summarized as follows: December 31, (amounts in thousands) 2022 2021 $175.0 Million Credit Facility $ 65,625 $ — $87.7 Million Subordinated Debt 87,650 $70.7 Million Redeemable Notes — 53,015 Total bank loans and financing obligations outstanding 65,625 140,665 Less: Current portion (12,500) (87,650) $ 53,125 $ 53,015 December 31, 2022 December 31, 2021 (amounts in thousands) Current Non-current Total Current Non-current Total Total bank loans and financing obligations, gross $ 12,500 $ 53,125 $ 65,625 $ 87,650 $ 53,015 $ 140,665 Unamortized deferred financing costs (461) (872) (1,333) — — — Total bank loans and financing obligations, net $ 12,039 $ 52,253 $ 64,292 $ 87,650 $ 53,015 $ 140,665 The future principal and estimated interest payments (based on the interest rates in effect as of December 31, 2022) under the Company’s long-term debt over the next five years based on the Company’s existing credit facilities as of December 31, 2022 is as below. (amounts in thousands) Principal Interest Total 2023 $ 12,500 $ 2,742 $ 15,242 2024 12,500 1,575 14,075 2025 12,500 1,165 13,665 2026 12,500 759 13,259 2027 15,625 125 15,750 Thereafter — — — Total $ 65,625 $ 6,366 $ 71,991 Credit Facilities $175.0 Million Credit Facility In March 2022, the Company entered into an agreement with DNB Capital LLC, Societe Generale, Citibank N.A., Credit Agricole Corporate and Investment Bank and Credit Industriel et Commercial for a five-year credit facility of $175.0 million (the “Credit Facility”). The Credit Facility consists of three tranches: (i) a $75.0 million Green Term Loan (the “Term Loan”), (ii) up to $75.0 million Revolving Loans (the “Revolving Loans”), and (iii) up to $25.0 million revolving tranche for the issuance of letters of credit, performance bonds and other guarantees (the “Letters of Credit”). The Credit Facility has a final maturity date of five years from the signing date, up to 100% of the amounts available under the Revolving Loans may be drawn in Euros and up to 50% of the amounts available under the Letters of Credit may be issued in Euros. The Term Loan tranche (qualified as a green loan) bears interest at Term SOFR (along with a credit adjustment spread depending on duration of interest period) plus a margin of 3.05% per annum, the Revolving Loans tranche bears interest at Term SOFR (along with a credit adjustment spread depending on duration of interest period) plus a margin of 3.15% per annum, and any letters of credit, performance bonds or other guarantees issued under the Letters of Credit tranche bears fees of 3.15% per annum. The amount available for drawing under the Revolving Loans is based upon 50% of contracted cash flows on a forward looking 30 months basis. The terms and conditions of the Credit Facility are similar to those set forth in the similar credit facilities of this type. The green loan accreditation process was supported by a second party opinion from the Governance Group AS of Norway (since acquired by Position Green of Norway). In May 2022, we drew down the entire $75.0 million term loan and approximately $30.0 million under the revolving loans. The $30.0 million under the revolving loans was subsequently repaid in June 2022 $87.7 Million Subordinated Debt As part of the Seajacks transaction, the Company assumed $87.7 million of subordinated, non-amortizing debt due in September 2022 and owed to financial institutions with guarantees provided by the Sellers, which bore interest at 1.0% until November 30, 2021, 5.5% from December 1, 2021 and 8.0% from January 1, 2022. In February 2022, the Company repaid $87.7 million of 8% subordinated debt due September 2022 and terminated this facility. $70.7 Million Redeemable Notes As part of the Seajacks transaction, the Company issued subordinated redeemable notes totaling $70.7 million, with a final maturity of March 31, 2023 and which bear interest at 5.5% until December 31, 2021 and 8.0% afterwards. In December 2021, $17.7 million of the notes were repaid. In May 2022, the Company repaid the $53.0 million outstanding balance and terminated this facility. $60.0 Million ING Revolving Credit Facility As part of the Seajacks transaction, the Company entered into a $60.0 million senior secured non-amortizing revolving credit facility from ING Bank N.V. The credit facility, which included sub-limits for performance bonds, and is subject to other conditions for full availability, had a final maturity of August 2022 and bore interest at LIBOR plus a margin of 2.45% per annum. Commitment fees on any unused portion of the credit line were 0.98% per annum. Any issuances of performance bonds under the facility reduced the amount of funds available for the Company to draw down by an equal amount. The $60.0 million ING Loan Facility was secured by, among other things: a first priority mortgage over the relevant collateralized vessels; a first priority assignment of earnings, and insurances from the mortgaged vessels for the facility; a pledge of the earnings account of the mortgaged vessels for the facility; and a pledge of the equity interests of each vessel owning subsidiary under the facility. In March 2022, the Company drew down $25.0 million of the available facility. In May 2022, the Company repaid the outstanding balance and terminated this facility. Financial Covenants under the Agreements Governing Our Indebtedness The Company’s credit facilities discussed above, have, among other things, the following financial covenants, as amended or waived, the most stringent of which require us to maintain: • Minimum liquidity of not less than $30.0 million, of which $15.0 million must be cash. • The ratio of net debt to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) calculated on a trailing four quarter basis of no greater than 2.75 to 1.00. • The ratio of adjusted EBITDA to finance charges calculated on a trailing four quarter basis of at least 5.00 to 1.00. • Solvency shall not be less than 50%. • Minimum fair value of the collateral, such that the aggregate fair value of the vessels collateralizing the credit facility be at least 175% of the aggregate of (i) outstanding amount under such credit facility and (ii) negative value of any hedging exposure under such credit facility (if any), or, if the Company does not meet these thresholds, to prepay a portion of the loan and cancel such available commitments or provide additional security to eliminate the shortfall. Our credit facilities set out above have, among other things, the following restrictive covenants which would restrict our ability to: • incur additional indebtedness; • sell the collateral vessel, if applicable; • make additional investments or acquisitions; • pay dividends; or • effect a change of control of us. A violation of any of the financial covenants contained in our credit facilities and financing obligations described above may constitute an event of default under all of our credit facilities and financing obligations, which, unless cured within the grace period set forth under the credit facility or financing obligation, if applicable, or waived or modified by our lenders, provides our lenders with the right to, among other things, require us to post additional collateral, enhance our equity and liquidity, increase our interest payments, pay down our indebtedness to a level where we are in compliance with the financial covenants in the agreements governing our indebtedness, sell vessels in our fleet, reclassify our indebtedness as current liabilities, accelerate our indebtedness, and foreclose their liens on our vessels and the other assets securing the credit facilities and financing obligations, which would impair our ability to continue to conduct our business. In addition, our credit facilities and finance leases contain subjective acceleration clauses under which the debt could become due and payable in the event of a material adverse change in our business. Furthermore, our credit facilities and financing obligations contain a cross-default provision that may be triggered by a default under one of our other credit facilities and financing obligations. A cross-default provision means that a default on one loan or financing obligation would result in a default on certain of our other loans and financing obligations. Because of the presence of cross-default provisions in certain of our credit facilities and financing obligations, the refusal of any one lender under our credit facilities and financing obligations to grant or extend a waiver could result in certain of our indebtedness being accelerated, even if our other lenders under our credit facilities and financing obligations have waived covenant defaults under the respective credit facilities and financing obligations. If our secured indebtedness is accelerated in full or in part, it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels and other assets securing our credit facilities and financing obligations if our lenders foreclose their liens, which would adversely affect our ability to conduct our business. Moreover, in connection with any waivers of or amendments to our credit facilities and financing obligations that we have obtained, or may obtain in the future, our lenders may impose additional operating and financial restrictions on us or modify the terms of our existing credit facilities and financing obligations. These restrictions may further restrict our ability to, among other things, pay dividends, make capital expenditures or incur additional indebtedness, including through the issuance of guarantees. In addition, our lenders may require the payment of additional fees, require prepayment of a portion of our indebtedness to them, accelerate the amortization schedule for our indebtedness and increase the interest rates they charge us on our outstanding indebtedness. As of December 31, 2022, we were in compliance with all of the financial covenants contained in the credit facility that we had entered into as of that date. Interest rates on all of the Company’s secured credit facilities during the year ended December 31, 2022 ranged from 2.4% to 7.8%. The Company records its interest expense as a component of Financial expense, net and Financial expense - related party on its Consolidated Statements of Operations. For the years ended December 31, 2022, 2021 and 2020, Financial expense, net consists of: Year ended December 31, (in thousands) 2022 2021 2020 Interest expense $ 4,947 $ 6,926 $ 29,557 Interest expense - related party 1,555 1,512 — Amortization of deferred financing costs 564 658 3,667 Write off of deferred financing costs — 7,196 3,088 Capitalized interest * (5,348) — — Other, net 400 68 506 $ 2,118 $ 16,360 $ 36,818 *See Vessels under Construction in Note 1 , Organization and Basis of Presentation |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company is exposed to, among other things, the impact of changes in interest rates in the normal course of business. The Company managed the exposure to and volatility arising from these risks, and utilized derivative financial instruments to offset a portion of these risks. The Company used derivative financial instruments only to the extent necessary to hedge identified business risks and did not enter into such transactions for speculative purposes. The Company uses variable rate debt as a source of funds for use in the Company's investment activities. These debt obligations expose the Company to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases. Interest rate cap agreements were used to manage interest rate risk associated with floating-rate borrowings under the Company’s credit facilities. The interest rate cap agreements utilized by the Company effectively modified the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed-rate basis through December 31, 2020, thereby reducing the impact of interest rate changes on interest expense. The Company did not elect to designate any of its derivative instruments as hedging instruments under ASC 815, “Derivatives and Hedging”, and as such the gain or loss on the derivative was recognized in current earnings during the period of change and is included in Financial expense, net on the Consolidated Statements of Operations. The interest rate caps expired at December 31, 2020. Prior to their expiration they would have been included in Other assets on the Company’s Consolidated Balance Sheet. There was no impact to interest expense in 2022, 2021 or 2020. |
Equity Investments
Equity Investments | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments On October 12, 2018 the Company invested $100.0 million in a related party, Scorpio Tankers, through participation in a public offering on a basis equivalent to other investors. As a result of this investment, the Company became a significant investor in Scorpio Tankers, a related party, holding a total of approximately 54.1 million shares of common stock, which was approximately 10.9% of the then issued and outstanding shares of Scorpio Tankers. While the Company was not directly invested in Scorpio Tankers prior to this investment, it shared a number of shareholders, directors and officers (see Note 16, Related Party Transactions ), which along with its investment interest indicated its ability to exercise significant influence. Accordingly, this investment is accounted for under the equity method. The investment was subsequently adjusted to 5.4 million shares after a one-for-ten reverse stock split effected on January 18, 2019. The Company uses the fair value option in accounting for its investment in Scorpio Tankers based upon the quoted market price of Scorpio Tankers common stock. On October 22, 2019, the Company’s Board of Directors declared a one-time special stock dividend to the shareholders of the Company of an aggregate of approximately one million shares of common stock of Scorpio Tankers (NYSE: STNG). For each common share that a shareholder held in the Company on November 15, 2019 that shareholder received 0.0138 shares of common stock of Scorpio Tankers on December 13, 2019. The Scorpio Tankers common shares distributed in the special dividend were acquired from Scorpio Tankers in the abovementioned public offering of its common shares in October 2018. Following the payment of the special dividend, the Company continued to own approximately 4.4 million common shares of Scorpio Tankers. No fractional shares of Scorpio Tankers were issued in connection with the special dividend, and instead the Company’s shareholders received cash in lieu of any fractional shares. In May 2020, the Company sold 2.25 million common shares of Scorpio Tankers for aggregate net proceeds of approximately $42.7 million. In August 2022, the Company sold all of its remaining 2.16 million common shares of Scorpio Tankers for approximately $82.5 million. Below is a table of equity investment activity (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 27,607 $ 24,116 Investment in Scorpio Tankers — — Sale of investment in Scorpio Tankers (82,497) — Gain from change in fair value of investment in Scorpio Tankers 54,890 3,491 Equity investments at fair value $ — $ 27,607 Dividend income from Scorpio Tankers common stock $ 646 $ 862 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair value of financial instruments The carrying amount and fair value of financial instruments at December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Level Carrying value Fair Value Carrying value Fair Value Financial assets: Cash and cash equivalents and restricted cash 1 $ 127,227 $ 127,227 $ 153,977 $ 153,977 Equity investment - Common stock of Scorpio Tankers Inc. 1 — — 27,607 27,607 Financial liabilities: Bank loans, net 2 64,292 64,292 87,650 87,650 Redeemable notes 2 — — 53,015 53,015 Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, various methods are used including market, income and cost approaches. Based on these approaches, certain assumptions that market participants would use in pricing the asset or liability are used, including assumptions about risk and/or the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market-corroborated, or generally unobservable firm inputs. Valuation techniques that are used maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, fair value measured financial instruments are categorized according to the fair value hierarchy prescribed by ASC 820, “Fair Value Measurements and Disclosures”. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: • Level 1: Fair value measurements using unadjusted quoted market prices in active markets for identical, unrestricted assets or liabilities. • Level 2: Fair value measurements using correlation with (directly or indirectly) observable market-based inputs, unobservable inputs that are corroborated by market data, or quoted prices in markets that are not active. • Level 3: Fair value measurements using inputs that are significant and not readily observable in the market. Cash and cash equivalents and restricted comprise cash on hand and demand deposits, and other short-term highly-liquid investments with original maturities of three months or less, and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. The carrying value of cash and cash equivalents approximates fair value due to the short-term nature of these instruments. In August 2022, the Company sold its remaining investment of approximately 2.16 million shares of common stock of Scorpio Tankers. The carrying value of our secured bank loans are measured at amortized cost using the effective interest method. The Company considers that the carrying value approximates fair value because (i) the interest rates on these instruments change with, or approximate, market interest rates and (ii) the credit risk of the Company has remained stable. These amounts are shown net of $1.3 million of unamortized deferred financing fees on the Company’s consolidated balance sheet as of December 31, 2022. There were no such unamortized deferred financing fees at December 31, 2021. In May 2022, the Company repaid the redeemable notes and terminated the facility. Certain of the Company’s assets and liabilities are carried at contracted amounts that approximate fair value. Assets and liabilities that are recorded at contracted amounts approximating fair value consist primarily of balances with related parties, prepaid expenses and other current assets, accounts payable and accrued expenses. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company’s co-founder, Chairman and Chief Executive Officer, Mr. Emanuele Lauro, and the Company’s Vice President, Mr. Filippo Lauro, are members of the Lolli-Ghetti family, which owns and controls the Scorpio group of companies, or Scorpio. Scorpio includes SSM, which has provided the Company with vessel technical management services, SCM, which has provided the Company with vessel commercial management services, SSH, which provides the Company and other related entities with administrative services and services related to the acquisition of vessels, and Scorpio UK Limited, or SUK, which has provided the Company with vessel chartering services. SSH also has a majority equity interest in a port agent that has provided supply and logistical services for the Company’s vessels operating in its regions. In 2009, Mr. Emanuele Lauro also co-founded Scorpio Tankers (NYSE: STNG), a large international shipping company engaged in seaborne transportation of refined petroleum products, of which he is currently the Chairman and Chief Executive Officer. Mr. Emanuele Lauro also has a senior management position at Scorpio. The Company’s co-founder, President and Director, Mr. Robert Bugbee, is also the President and a Director of Scorpio Tankers and has a senior management position at Scorpio. The Company’s Vice President, Mr. Filippo Lauro and the Company’s Chief Operating Officer, Mr. Cameron Mackey, also hold the office of Vice President and Chief Operating Officer at Scorpio Tankers, respectively, and have senior management positions at Scorpio. From December 2018 to June 2021, Messrs. Emanuele Lauro, Robert Bugbee, Filippo Lauro and Cameron Mackey have served in similar capacities for Hermitage Offshore Services Ltd., formerly Nordic American Offshore Ltd. Administrative Services Agreement The Company entered into the Administrative Services Agreement with SSH for the provision of administrative staff, office space and accounting, legal compliance, financial and information technology services, as well as arranging drybulk vessel sales and drybulk purchases for the Company, including drybulk newbuildings. Effective September 21, 2021, the Company entered into the Amendment No. 1 to Administrative Services Agreement with SSH, a related party, for the provision of administrative staff, office space and accounting, legal compliance, financial and information technology services for which we reimburse SSH for the direct and indirect expenses incurred while providing such services. The services provided to us by SSH may be sub-contracted to other entities. In addition, SSH has agreed with us not to own any vessels engaged in seabed preparation, transportation, installation, operation and maintenance activities related to offshore wind turbines so long as the Amended Administrative Services Agreement is in full force and effect. The agreement may be terminated by either party providing three (3) months’ notice. Master Agreement The Company’s former dry bulk vessels were commercially managed by SCM and technically managed by SSM pursuant to the Master Agreement. SCM’s commercial management services included securing employment for the Company’s dry bulk vessels in the spot market and on time charters. SCM has also managed the Scorpio Pools (spot market-oriented vessel pools) including the Scorpio Ultramax Pool, the Scorpio Kamsarmax Pool in which most of the Company’s owned, finance leased and time chartered-in dry bulk vessels were employed and from which a significant portion of its revenue was generated. The Company typically has had balances due from the Scorpio Pools, consisting primarily of working capital, undistributed earnings and reimbursable costs. These receivables are either classified as current or non-current assets within the Condensed Consolidated Balance Sheet. The Company has also been allocated general and administrative expenses from SCM. On October 20, 2021, the Company entered into a support agreement with SSM pursuant to which SSM provides technical advice and services to the Company in connection with the construction of the newbuilding WTIV at Daewoo. In consideration for these services, the Company paid SSM a fee of $671,200, and thereafter, will pay a monthly fee in the amount of $41,667. These payments are being capitalized as a cost to build the vessel and are included in Vessels under construction, on the Consolidated Balance Sheet. Prior to its exit from the dry bulk business, The Company’s Master Agreement, could be terminated by either party upon 24 months’ notice, unless terminated earlier in accordance with its terms. In the event of a sale of one or more drybulk vessels, a notice period of three months and a payment equal to three months of management fees will apply, provided that the termination does not amount to a change of control, including a sale of all or substantially all drybulk vessels, in which case a payment equal to 24 months of management fees will apply as was the case in the fourth quarter of 2020, when the Company’s Board of Directors authorized the Company, as part of its transition to a sustainable future, to sell its remaining drybulk vessels and exit the dry bulk sector during 2021. This fee was considered as part of our assessment of the fair value less cost to sell of our remaining fleet, and is therefore included in the captions “Loss/write-down on assets held for sale – related party” in the Consolidated Statements of Operations, and “Assets held for sale” in the Consolidated Balance Sheet. SCM’s commercial management services have included securing employment for the Company’s drybulk vessels in the spot market and on time charters. SCM also manages the Scorpio Pools (spot market-oriented vessel pools) including the Scorpio Ultramax Pool, the Scorpio Kamsarmax Pool and the currently inactive Scorpio Capesize Pool in which most of the Company’s owned, finance leased and time chartered-in drybulk vessels were employed and from which a significant portion of its revenue was generated. The Scorpio Ultramax Pool and the Scorpio Kamsarmax Pool participants, including the Company and third-party owners of similar drybulk vessels, pay SCM a pool management fee of $300 per vessel per day, plus a 1.75% commission on the gross revenues per charter fixture. The Company typically had balances due from the Scorpio Pools, consisting primarily of working capital, undistributed earnings and reimbursable costs. These receivables were either classified as current or non-current assets within the Consolidated Balance Sheet depending upon whether the associated drybulk vessel was expected to exit the pool within the next 12 months. The Company was also allocated general and administrative expenses from SCM. During 2020, the Company time-chartered out four Kamsarmax drybulk vessels to the Scorpio Kamsarmax Pool for a period of 24-27 months at rates linked to the Baltic Panamax Index (“BPI”). The related income is recorded as Revenues in the Consolidated Statements of Operations. For the commercial management of any of the Company’s drybulk vessels that did not operate in one of the Scorpio Pools, it pays SCM a daily fee of $300 per drybulk vessel, plus a 1.75% commission on the gross revenues per charter fixture, which are classified as voyage expenses in the Consolidated Statements of Operations. SSM’s technical management services have included providing technical support, such as arranging the hiring of qualified officers and crew, supervising the maintenance and performance of drybulk vessels, purchasing supplies, spare parts and new equipment, arranging and supervising drydocking and repairs, and monitoring regulatory and classification society compliance and customer standards. As part of these services, the Company pays SSM, a related party, including certain subcontractors, for crew costs which are then distributed to the crew. The Company paid SSM an annual fee of $160,000 plus charges for certain itemized services per drybulk vessel to provide technical management services for each of its owned or finance leased drybulk vessels, which is a component of vessel operating cost in the Consolidated Statements of Operations. In addition, representatives of SSM, including certain subcontractors, previously provided the Company with construction supervisory services while its drybulk vessels were being constructed in shipyards. For these services, SSM was compensated between $0.2 million and $0.5 million per drybulk vessel. Representatives of SSM, including certain subcontractors, provide supervisory services during drydocking, for which they are compensated. During the year ended 2021, the Company transferred the existing lease finance arrangements of the SBI Tango, SBI Echo, and SBI Hermes, Ultramax bulk carriers, and SBI Rumba and SBI Samba, Kamsarmax bulk carriers built in 2015, to affiliates of Scorpio Holdings Limited (“SHL”) for consideration of $16.0 million. For the year ended December 31, 2021, the Company paid an aggregate $30.0 million to its senior management due to provisions in the employment contracts triggered by the acquisition of Seajacks. The Company was required to incur these costs at the time of the transaction in order to avoid adverse U.S. tax consequences. The U.S. senior executive officers receiving these payments have agreed not to receive salaries for a period of three years and bonuses for a period of four years. The fees of certain consultants and the salaries of certain SUK employees are allocated to the Company for services performed for the Company. The Company paid a related party port agent for supply and logistical services related to our drybulk vessels, which were charged as vessel operating costs. The Company paid a related party bunker supplier for bunkers for our drybulk vessels, which were charged as voyage expenses. The Company pays a related party travel service provider for travel services, such as flights, which are charged as general and administrative expenses. In October 2018, the Company invested $100.0 million in Scorpio Tankers for approximately 54.1 million (which was subsequently adjusted to 5.4 million shares after a one-for-ten reverse stock split effected by Scorpio Tankers on January 18, 2019), or 10.9% (as of October 12, 2018), of Scorpio Tankers’ issued and outstanding common shares. The investment was part of a larger $337.0 million equity raise by Scorpio Tankers through a public offering of its common shares. Scorpio Tankers is a large international shipping company incorporated in the Republic of the Marshall Islands engaged in seaborne transportation of refined petroleum products. The Company and Scorpio Tankers have a number of common shareholders. They also share a number of directors and officers, including Mr. Emanuele Lauro who serves as the Chairman and Chief Executive Officer of both companies, Mr. Robert Bugbee, who serves as President and a Director of both companies, Mr. Cameron Mackey, who serves as Chief Operating Officer of both companies, and Mr. Filippo Lauro, who serves as Vice President of both companies. In October 2019, the Company’s Board of Directors declared a one-time special stock dividend to the shareholders of the Company of an aggregate of approximately one million shares of common stock of Scorpio Tankers (NYSE: STNG). Following the payment of the special dividend, the Company continued to own approximately 4.4 million common shares of Scorpio Tankers. In May 2020, the Company sold 2.25 million shares of Scorpio Tankers for aggregate net proceeds of approximately $42.7 million. In August 2022, the Company sold the remaining 2.16 million common shares of Scorpio Tankers it held for aggregate net proceeds of approximately $82.5 million. There were no other significant transactions between the Company and Scorpio Tankers. This investment was accounted for under the equity method utilizing the fair value option. As part of the Seajacks transaction, the Company issued subordinated redeemable notes totaling $70.7 million, with a final maturity of March 31, 2023 and which bear interest at 5.5% until December 31, 2021 and 8.0% afterwards, to the former owners of Seajacks, who, in the aggregate, currently hold approximately 3.7 million common shares of the Company. The Company also assumed $87.7 million of subordinated, non-amortizing debt due in September 2022 and owed to financial institutions with guarantees provided by the former owners of Seajacks to whom the Company paid a fee of 0.3% of the outstanding balance through November 2021 and 5.0% afterwards. This debt was repaid in February 2022. For the years ended December 31, 2022, 2021 and 2020, the Company had the following transactions with related parties, which have been included in the Consolidated Statements of Operations (amounts in thousands): Twelve Months Ended December 31, 2022 2021 2020 Vessel revenue Scorpio Kamsarmax Pool $ — $ 10,754 $ 48,930 Scorpio Ultramax Pool — 5,638 81,682 Total vessel revenue $ — $ 16,392 $ 130,612 Voyage expense: SCM $ — $ 2,582 $ 1,449 Bunker supplier — 2,853 1,844 Total voyage expense $ — $ 5,435 $ 3,293 Vessel operating cost: SSM $ — $ 2,799 $ 11,547 Port agent 4 293 399 Total vessel operating cost $ 4 $ 3,092 $ 11,946 General and administrative expense: SCM $ 47 $ 220 $ 71 SSM — 13 148 SSH 567 1,783 5,992 SUK 458 1,119 1,869 Eneti Senior Management — 30,000 — Scorpio Kamsarmax Pool (158) — — Scorpio Ultramax Pool (303) — — Travel provider — — 23 Total general and administrative expense $ 611 $ 33,135 $ 8,103 Income (loss) from equity investment Scorpio Tankers Inc. $ 55,538 $ 4,353 $ (105,384) Loss (gain) on termination fees for assets held for sale SCM $ — $ 4,582 $ 17,250 SSM — (1,344) 17,789 SSH — (1,764) 1,764 Total write down on assets held for sale $ — $ 1,474 $ 36,803 Financial expense, net Marubeni Corporation $ 804 $ 782 $ — INCJ, Ltd 700 680 — Mitsui O.S.K, Lines Ltd. 51 50 — Total financial expense, net $ 1,555 $ 1,512 $ — At December 31, 2022 and December 31, 2021, we had the following balances with related parties, which have been included in the Consolidated Balance Sheet: December 31, 2022 2021 Assets Due from related parties-current: Scorpio Kamsarmax Pool $ 297 $ 559 Scorpio Ultramax Pool 604 1,566 Total due from related parties-current $ 901 $ 2,125 Equity investment in Scorpio Tankers Inc. $ — $ 27,607 Liabilities Due to related parties-current : SCM $ — $ 107 SSH 5 — Total due to related parties-current $ 5 $ 107 Redeemable notes: Marubeni Corporation $ — $ 27,422 INCJ, Ltd — 23,857 Mitsui O.S.K, Lines Ltd. — 1,736 Total redeemable notes $ — $ 53,015 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Eneti Inc. is incorporated in the Republic of the Marshall Islands, and in accordance with the income tax laws of the Marshall Islands, we are not subject to Marshall Islands income tax. The Company, through its Seajacks business, operates in various countries and records income taxes based upon the tax laws and rates of the countries in which it operates and earns income. The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets, liabilities and tax loss carryforwards and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. The Company is subjected to tax audits in the jurisdictions it operates in. There have been no adjustments assessed to the Company in the past and the Company believes there are no uncertain tax positions to consider. Income tax expense for the twelve months ended December 31, 2022 and 2021 consisted of the following components (dollars in thousands). There was no such expense in 2020. Twelve Months ended December 31, 2022 2021 Current Foreign $ 748 $ 344 Deferred Foreign $ — $ — Total $ 748 $ 344 Income before income taxes for the twelve months ended December 31, 2022 and 2021 consisted of the following (dollars in thousands). There was no such expense in 2020. Twelve Months ended December 31, 2022 2021 Foreign $ 106,450 $ 20,571 Total $ 106,450 $ 20,571 The components of the Company’s net deferred tax asset at December 31, 2022 and 2021 are as follows (dollars in thousands). December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss and capital loss carryover $ 53,165 $ 54,726 Depreciation 42,603 61,110 Other 6,741 3,976 Total deferred tax assets $ 102,509 $ 119,812 Less: Valuation allowance (102,509) (119,812) Total deferred tax assets, net of valuation allowance $ — $ — Total deferred tax liabilities $ — $ — Net deferred tax assets $ — $ — Under ASC 740, Income Taxes , the Company regularly assesses the need for a valuation allowance against its deferred taxes. In making that assessment, both positive and negative evidence is considered related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of its deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considered its cumulative pre-tax loss in the United Kingdom jurisdiction over the previous years as a significant piece of negative evidence. Prevailing accounting guidance limits the ability to consider other subjective evidence to support deferred tax assets, such as projections of future profits, when objective verifiable evidence such as a cumulative loss exists. As a result, the Company recorded a full valuation allowance against its deferred tax assets. Net operating loss carryforwards expire as follows (dollars in thousands): Amount Years remaining United Kingdom $ 212,659 Indefinite Total $ 212,659 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting Marine Energy (acquired August 2021) In August 2020, the Company announced its intention to transition away from dry bulk commodity transportation and towards marine based renewable energy. In July 2021, the Company completed its exit from the dry bulk commodity transportation business. Effective with the August 2021 acquisition of Seajacks, the Company’s sole business is principally engaged in the ownership, management and operation of five self-propelled jack up vessels primarily servicing the offshore wind turbine and oil and gas industries. The Company is organized into one operating segment, marine energy, through which the Company’s chief operating decision maker manages the Company’s business, assesses performance and allocates resources. Vessels are opportunistically marketed as multi-vessel solutions based upon market needs of all potential customers in all industries. They are marketed under a singular Seajacks brand name, and can be moved from one geographical area to another. Former Dry Bulk Operations (exited July 2021) Prior to the completion of its exit from the dry bulk commodity transportation business in July 2021, the Company was organized by vessel type into two operating segments through which the Company’s chief operating decision maker managed the Company’s business. The Kamsarmax and Ultramax Operations segments included the following: • Kamsarmax - included vessels ranging from approximately 82,000 DWT to 84,000 DWT • Ultramax - includes vessels ranging from approximately 60,200 DWT to 64,000 DWT Although each vessel within its respective class qualified as an operating segment under U.S. GAAP, each vessel also exhibited similar long-term financial performance and similar economic characteristics to the other vessels within the respective vessel class, thereby meeting the aggregation criteria in U.S. GAAP. The Company therefore chose to present its segment information by vessel class using the aggregated information from the individual vessels. The Company’s dry bulk vessels regularly moved between countries in international waters, over dozens of trade routes and, as a result, the disclosure of financial information about geographic areas is impracticable. Corporate and other costs Certain of the corporate income and general and administrative expenses incurred by the Company are not attributable to any specific segment. Accordingly, these amounts are included in the results below as “Corporate”. The following schedule presents the Company’s sole operating segment, marine energy, and non-reportable reconciling items for the years ended December 31, 2022 and 2021 (in thousands). Marine Energy Segment Corporate Total December 31, 2022 Vessel revenue $ 199,326 $ — $ 199,326 Vessel operating cost 79,353 — 79,353 Vessel depreciation 24,597 — 24,597 General and administrative expenses 24,754 16,423 41,177 Interest income — 647 647 Income from equity investment — 55,538 55,538 Foreign exchange (loss) — (1,816) (1,816) Financial expense, net — (2,118) (2,118) Income before taxes $ 70,622 $ 35,828 $ 106,450 Former Dry Bulk Business* December 31, 2021 Marine Energy Segment Kamsarmax Ultramax Corporate Total Revenue $ 41,903 $ 51,260 $ 50,870 $ — $ 144,033 Voyage expenses — 11,398 6,164 — 17,562 Vessel operating cost 28,233 7,124 17,149 — 52,505 Charterhire expense — 31,657 2,344 — 34,001 Vessel depreciation 10,190 — — — 10,190 General and administrative expenses 10,033 525 1,208 72,188 83,954 (Gain on vessels sold) loss / write down on assets held for sale — (7,873) (14,859) — (22,732) Interest income — — — 87 87 Gain on bargain purchase of Seajacks — — — 57,436 57,436 Income from equity investment — — — 9,735 9,735 Foreign exchange gain — — — 1,120 1,120 Financial expense, net — — — (16,360) (16,360) (Loss) income before income taxes (6,553) 8,429 38,864 (20,170) 20,571 *exited business in July 2021 The following schedule presents segment information about the Company’s former dry bulk operations for the year ended December 31, 2020 (in thousands). December 31, 2020 Kamsarmax Ultramax Corporate Total Vessel revenue $ 67,047 $ 96,685 $ — $ 163,732 Voyage expenses 4,831 5,178 — 10,009 Vessel operating cost 30,542 62,264 — 92,806 Charterhire expense 18,620 2,487 — 21,107 Vessel depreciation 16,366 32,003 — 48,369 General and administrative expenses 1,891 3,908 19,872 25,671 Loss / write down on assets held for sale 168,171 327,242 — 495,413 Interest income — — 210 210 Income from equity investment — — (105,384) (105,384) Foreign exchange loss — — (348) (348) Financial expense, net — — (36,818) (36,818) Segment loss $ (173,374) $ (336,397) $ (162,212) $ (671,983) Geographic Areas The Company operates its marine energy business internationally, primarily in Europe and Asia. Please see Note 19, Revenues, for revenues attributed to geographic locations. Prior to the Company’s exit from the dry bulk business in July 2021, the dry bulk vessels regularly moved between countries in international waters, over dozens of trade routes and, as a result, the disclosure of financial information about geographic areas is impracticable. Marine Energy The following schedule presents geographic information about the Company’s long-lived assets at December 31, 2022 and 2021 (in thousands): Geographic Areas December 31, 2022 December 31, 2021 Europe: United Kingdom $ 108,417 $ 442,279 Total Europe $ 108,417 $ 442,279 Asia: Taiwan 291,561 83 Japan 121,353 102,153 Total Asia 412,914 102,236 Total 521,331 544,515 |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | RevenuesRevenue Analysis by Activity Year ended December 31, $000s 2022 2021 2020 Seajacks business:* Time charter revenue $ 172,768 $ 20,724 $ — Service revenue 15,099 1,486 — Project revenue 7,291 18,254 — Construction supervision revenue 4,168 1,439 — Total Seajacks revenue 199,326 41,903 — Dry bulk business (sold) ** — 102,130 163,732 Total revenues $ 199,326 $ 144,033 $ 163,732 *post-acquisition ** business exit completed by July 2021 Service revenue relates to catering and other similar costs incurred and recharged to the charterers and provision of vessel management services as part of the time charter arrangement. Project revenues consists mainly of recoverable claims due to change orders or variations which are recognized when realization of the recovery is deemed probable and can be reliably measured. Disaggregation of Seajacks Revenue The following table disaggregates our revenue geographically, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Revenue attribution is determined by location of project. $000s Year ended December 31, Geographical analysis: 2022 2021* Asia: Japan 69,509 18,979 China — 16,050 Taiwan 94,016 — Total Asia 163,525 35,029 Europe: Germany 7,650 — Netherlands 7,827 5,479 UK 16,156 — Total Europe 31,633 5,479 USA 4,168 1,395 Total Seajacks Revenue $ 199,326 $ 41,903 *post-acquisition During 2022, revenue recorded from two major customers contributing more than 10% revenue each were ($000s): $94,016 and $69,509. During 2021, revenue recorded from three major customers contributing more than 10% revenue each were ($000s): $18,979, $16,050 and $5,479. Contract Assets and Liabilities Contract assets include unbilled amounts when revenue recognized exceeds the amount billed to the customer under contracts where revenue is recognized over-time. There were no contract assets at December 31, 2022 or 2021. Contract liabilities consist of advance payments, billings in excess of revenue recognized and deferred revenue. All contract liabilities are expected to be realized within 12 months. |
COVID-19
COVID-19 | 12 Months Ended |
Dec. 31, 2022 | |
Unusual or Infrequent Items, or Both [Abstract] | |
COVID-19 | COVID-19Since the beginning of the calendar year 2020, the ongoing outbreak of the novel coronavirus (COVID-19) that originated in China in December 2019 and that has spread to most developed nations of the world has resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread of the virus. These measures have resulted in a significant reduction in global economic activity and extreme volatility in the global financial and commodities markets. Future charter rates remain highly dependent on the duration and continuing impact of the COVID-19 pandemic. When these measures and the resulting economic impact will end and what the long-term impact of such measures on the global economy will be are not known at this time. The COVID-19 outbreak continues to rapidly evolve, with periods of improvement followed by periods of higher infection rates, along with the development of new disease variants, such as the Delta and Omicron variants, in various geographical areas throughout the world. As a result, the extent to which COVID-19 will impact the Company’s results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Dividend On February 9, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.01 per share, paid on March 15, 2023, to all shareholders of record as of March 1, 2023. |
Organization and Basis of Pre_2
Organization and Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting | Basis of accounting The consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. |
Going Concern | Going concern The Company’s revenue is derived time charter and construction project revenue. The Company has several large installation project opportunities primarily served by Seajacks Scylla and Seajacks Zaratan. For our smaller vessels there are also contract opportunities in the offshore wind-farm maintenance market albeit at very competitive day rates. The Company expects the market in 2022 and 2023 to remain positive, substantiated by Seajacks significant order backlog for this period, with further improvements to our utilization and day rates for 2024 onward. We also expect to benefit from the resurfacing of projects cancelled in 2020 and 2021 as well as from the latest rebound of oil and gas prices. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor to the amounts and classification of liabilities that may be necessary should the Company be unable to continue as a going concern. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements represent the consolidation of the accounts of Eneti Inc. and its subsidiaries in conformity with U.S. GAAP. All intercompany accounts and transactions have been eliminated in consolidation. |
Accounting Estimates | Accounting estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets, liabilities, revenues, and expenses. Actual results could differ from those results. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. We applied the acquisition method accounting for the acquisition of Seajacks and used estimates to determine the fair value of acquired assets and liabilities assumed. The vessel fair values were arrived at by independent valuations from three reputable brokers in the sector. Overall, the Company used point estimation techniques considering each broker’s concluded values on a vessel-by-vessel basis. The valuation process also identified a brand name, which is an indefinite life intangible asset, the fair value of which was determined by using a relief from royalty approach, which is a form of the income approach. This valuation is based upon estimates of future net revenues applied to benchmark royalty rate and discounted to present value, which results in an indication of the benefit of owning the intangible asset. The Company is required to estimate income taxes in each of the jurisdictions in which it operates. This process involves estimating our current income tax obligations together with assessing temporary differences resulting from differing treatment of certain items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities. The Company then assesses the likelihood that its deferred tax assets will be recovered from future taxable income. A valuation allowance is recognized if, based upon the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax asset will not be realized. In making such a determination, the Company considers all material positive and negative evidence including projected future taxable income, available tax-planning strategies and its results of operations for the last three years. Actual results could differ materially from this assessment if adequate taxable income is not generated in future periods. |
Business Combinations | Business combinations Acquisitions of businesses are accounted for using the acquisition method of accounting, and the financial statements include the results of the acquired operations of Seajacks (“Seajacks acquisition”) from its August 12, 2021 acquisition date. The purchase price of the acquired entities is allocated to the net assets acquired and liabilities assumed based on the estimated fair value at the dates of acquisition, with any excess of cost over the fair value of net assets acquired, including intangibles, recognized as goodwill. Conversely, to the extent the estimated fair value of the net assets acquired exceeds the purchase price, we recognize a bargain purchase gain. The measurement period shall not exceed one year from the acquisition date. Subsequent measurement period adjustments will be recognized in the reporting periods in which the adjustment amount is determined. There was no adjustment made during the measurement period. |
Revenue Recognition | Revenue recognition - Marine Energy (acquired August 2021) Time charter Time charter revenues are earned for exclusive use of the services of the vessel by the charterer for an agreed period of time. There is a lease component of the hire and a service component. The lease component relates to the hire revenues which are recorded on a straight-line basis over the term of the charter in accordance with ASC 842, Leases. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew, which is invoiced to charterers and classified as revenue under ASC 606, Revenue from Contracts. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. (See Note 19, Revenues, to the consolidated financial statements.) Revenues related to reimbursable expenses The Company generally receives reimbursements from our customers for the purchase of supplies, equipment, and other services provided at their request in accordance with the terms of the contracts. Such reimbursable revenue is variable and subject to uncertainty, as the amounts received and the timing thereof are highly dependent on factors outside of the Company’s influence. Accordingly, reimbursable revenue is fully constrained and not included in the total transaction price until the uncertainty is resolved, which typically occurs when the related costs are incurred on behalf of a customer. The Company and its subsidiaries are generally considered a principal in such transactions and record the associated revenue at the gross amount billed to the customer. Revenues related to reimbursable expenses are generally categorized as service revenues. (See Note 19, Revenues , to the consolidated financial statements.) Mobilization and demobilization revenue The Company may receive fees on a fixed lump-sum for the mobilization and demobilization of its vessels. These activities are not considered to be distinct within the context of the contract and therefore the associated revenue is allocated to the overall performance obligation and recognized ratably over the agreed term of the related time charter contract. The Company defers mobilization and contract preparation fees received, as well as direct and incremental costs associated with the mobilization of equipment and contract preparation activities as “contract fulfillment costs” and amortizes each on a straight-line basis, over the related time charter contract. Demobilization revenue expected to be received upon contract completion is included as part of the overall transaction price at contract inception and recognized over the term of the contract. Mobilization and demobilization revenue are classified as either time charter revenue or project revenue depending on the contract to which they relate. (See Note 19, Revenues , to the consolidated financial statements.) Revenues related to construction supervision Construction supervision revenues relate to advisory and support services provided to third parties during the design and construction phases of new buildings. Revenue is recognized in accordance with the satisfaction of the performance obligations. Advisory services are recognized in line with the agreed milestones and support services are recognized evenly over the duration of the contract, as set out in the contractual terms. (See Note 19, Revenues , to the consolidated financial statements.) Project Revenue Project revenues consists mainly of recoverable claims due to change orders or variations which are recognized when realization of the recovery is deemed probable and can be reliably measured. Contract assets and liabilities In certain cases, the measurement of revenue will not be the same as amounts invoiced to a customer. In these circumstances, the Company recognizes either a contract asset or a contract liability for the difference between cumulative revenue recognized and cumulative amounts billed for that contract. A contract asset is the Company’s right to consideration in exchange for goods or services that the Company has delivered to a customer before payment is due. Conversely, where the Company receives a payment for consideration in relation to goods or services to be provided in the future, the amount is recorded as a contract liability. Revenue will be recognized when the related services are provided to the customers. Where the Company identifies non-current contract liabilities relating to mobilization and contract preparation fees received from customers in advance, which are deferred until the commencement of the associated contracts, the Company measures the amount of revenue to recognize on execution of the contracts by calculating a financing component at the interest rate that would have applied had the Company borrowed the funds from its customer. Contract fulfillment costs Costs related to a specific contract that generate or enhance a resource that is used to fulfill a performance obligation and are recoverable under the contract. Accounts receivable A receivable is distinguished from a contract asset if the receipt of the consideration is unconditional. Receivables are presented net of any necessary allowances. Management continually evaluates customer receivables for impairment based on historical experience, including the age of the receivables and the customers payment pattern. The Company had no allowance for doubtful accounts at December 31, 2022 and 2021. Remaining performance obligations Remaining performance obligations represent the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period with an original expected duration of one year or more. The Company does not disclose the remaining performance obligations of short-term contracts that are expected to have a duration of one year or less or where the Company has the right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date (for example, a service contract in which a customer is billed for each hour of service provided). We do not disclose the remaining performance obligations of contracts for which there is either a right to invoice, or for which is there is an expected duration of one year or less. As of December 31, 2022 and 2021, the aggregate amount of the transaction price allocated to remaining performance obligations is estimated to be $2.5 million, which is expected to be recognized in 2023 and $3.1 million which was recognized in 2022, respectively. Revenue recognition - former Dry Bulk Operations (exited July 2021) Prior to its exit from dry bulk operations, most of the Company’s revenues were sourced from commercial pools and time charters, which fell under the guidance of US GAAP for leases. In commercial pools the Company participated with other shipowners to operate a large number of vessels as an integrated transportation system, which offered customers greater flexibility and a higher level of service while achieving scheduling efficiencies. The operation of the pool enabled both pool customers and participants to share the benefits achieved from these efficiencies. Under pooling arrangements, vessels were leased to and placed at the disposal and control of the pool during their participation in the pool. The Pool Manager negotiated and entered into arrangements for the commercial employment and operation of the pool vessels so as to secure the highest earnings to be shared among the pool participants. All revenues earned by the pool from the operation of the pool vessels, after deduction of all costs involved in the operation of the pool, was shared among the pool participants based upon pool points, in accordance with the contract. All other revenues, such as those generated by voyage charters, not falling under US GAAP lease guidance were recognized pursuant to ASC 606, which recognizes revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring such goods or services to a customer (as defined in the standard). |
Voyage Expenses | Voyage expenses (former Dry Bulk Operations - exited July 2021) Voyage expenses primarily include bunkers, port charges, canal tolls, cargo handling operations and brokerage commissions paid by us under voyage charters, brokerage commissions and miscellaneous voyage expenses that the Company is unable to recoup under time charter and pool arrangements. |
Charterhire Expense | Charterhire expense (former Dry Bulk Operations - exited July 2021) Charterhire expense is the amount we pay the owner for time chartered-in dry bulk vessels. The amount is usually for a fixed period of time at charter rates that are generally fixed, but may contain a variable component based on drybulk indices, inflation, interest rates, profit sharing, or current market rates. The vessel’s owner is responsible for crewing and other vessel operating costs. Charterhire expense is recognized ratably over the charterhire period. |
Leases | Leases The Company adopted Financial Accounting Standards Board, or the FASB, Accounting Standards Codification, or the ASC, Topic 842, “Leases” effective January 1, 2019 using the modified retrospective transition approach, which allowed the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate its comparative prior year periods. Under the lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The Company determines if an arrangement contains a lease at inception. This determination requires judgment with arrangements generally considered to contain a lease when all of the following apply: • It conveys the right to control the use of an identified asset for a period of time to the lessee; • The lessee enjoys substantially all economic benefits from the use of the asset; and • The lessee directs the use of the identified asset. Following the Seajacks acquisition, the company leases various office space and warehouse facilities from third parties. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Leases payments are discounted at the interest rate implicit in the lease, if readily determinable, or otherwise at the Company’s incremental borrowing rate to determine their present value. Lease expense is recorded as part of General and administrative expenses in the Consolidated Statements of Operations. Prior to its exit from dry bulk operations, costs in respect of operating leases for chartered-in dry bulk vessels were charged to Charterhire expense in the Consolidated Statements of Operations on a straight-line basis over the lease term. At the present time, the majority of marine energy revenues are sourced from time charters. Prior to the Company’s transition to marine energy, the Company’s dry bulk revenues were sourced from either commercial pools or time charters, both of which fall under the guidance of U.S. GAAP for leases: • Marine energy (acquired August 2021) - time charter hire revenues are earned for exclusive use of the services of the vessel by the charterer for an agreed period of time. There is a lease component of the hire and a service component. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew classified as revenue under ASC 606. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. • Dry bulk (exited July 2021) - based on the Company's analysis of its contracts, the Company determined that its pool arrangements met the definition of operating leases under ASC 842. As lessor, the Company leased its vessels to pools, which managed the vessels in order to enter into transportation contracts with their customers and enjoy the economic benefits derived from such arrangements. Furthermore, the pools directed the use of a vessel (subject to certain limitations in the pool or charter agreement) throughout the period of use. Under the commercial pool agreements, the pool participants shared the revenue generated by the entire pool in accordance with a point system that allocates points to each vessel in the pool, based upon performance, age and other factors. The Company, as lessor, elected to apply the practical expedient to not separate lease and associated non-lease components and instead accounted for each separate lease component and the associated non-lease components as a single component, as the criteria for not separating the lease and non-lease components of its arrangements were met since: (a) the timing and pattern of transfer were the same for both the lease and non-lease components, (b) the lease component of the contracts, if accounted for separately, would be classified as an operating lease, and (c) the lease component was the predominant component in the arrangement. As lessor, the Company accounted for its vessels as assets and recorded lease revenue for each period. As a pool participant, the Company accounted for its vessels as assets and records lease revenue for each period as the variability associated with lease payments is resolved. The Company also entered into sale and leaseback transactions, all of which contain lessee fixed price repurchase obligations. In accordance with ASC 842, such transactions are accounted for as failed sales and accordingly, the Company recognized these vessels at their net book values on the consolidated balance sheet while also recognizing their financial liabilities for the financing amount drawn down on the accompanying consolidated balance sheet under “Financing obligation” and the variable amount of consideration paid under “Financial expense, net” in the accompanying Consolidated Statements of Operations. |
Leases | Leases The Company adopted Financial Accounting Standards Board, or the FASB, Accounting Standards Codification, or the ASC, Topic 842, “Leases” effective January 1, 2019 using the modified retrospective transition approach, which allowed the Company to recognize a cumulative effect adjustment to the opening balance of accumulated deficit in the period of adoption rather than restate its comparative prior year periods. Under the lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The Company determines if an arrangement contains a lease at inception. This determination requires judgment with arrangements generally considered to contain a lease when all of the following apply: • It conveys the right to control the use of an identified asset for a period of time to the lessee; • The lessee enjoys substantially all economic benefits from the use of the asset; and • The lessee directs the use of the identified asset. Following the Seajacks acquisition, the company leases various office space and warehouse facilities from third parties. Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use. Leases payments are discounted at the interest rate implicit in the lease, if readily determinable, or otherwise at the Company’s incremental borrowing rate to determine their present value. Lease expense is recorded as part of General and administrative expenses in the Consolidated Statements of Operations. Prior to its exit from dry bulk operations, costs in respect of operating leases for chartered-in dry bulk vessels were charged to Charterhire expense in the Consolidated Statements of Operations on a straight-line basis over the lease term. At the present time, the majority of marine energy revenues are sourced from time charters. Prior to the Company’s transition to marine energy, the Company’s dry bulk revenues were sourced from either commercial pools or time charters, both of which fall under the guidance of U.S. GAAP for leases: • Marine energy (acquired August 2021) - time charter hire revenues are earned for exclusive use of the services of the vessel by the charterer for an agreed period of time. There is a lease component of the hire and a service component. The service component involves maintenance of the vessel in a good condition together with the deployment of the crew classified as revenue under ASC 606. The Company has elected to apply the practical expedient under ASC 842 related to the lessor ability to combine lease and non-lease components as the performance obligations in relation to both the service element and lease element are satisfied ratably over the period of the contract. Therefore, such revenue is recorded on a straight-line basis. • Dry bulk (exited July 2021) - based on the Company's analysis of its contracts, the Company determined that its pool arrangements met the definition of operating leases under ASC 842. As lessor, the Company leased its vessels to pools, which managed the vessels in order to enter into transportation contracts with their customers and enjoy the economic benefits derived from such arrangements. Furthermore, the pools directed the use of a vessel (subject to certain limitations in the pool or charter agreement) throughout the period of use. Under the commercial pool agreements, the pool participants shared the revenue generated by the entire pool in accordance with a point system that allocates points to each vessel in the pool, based upon performance, age and other factors. The Company, as lessor, elected to apply the practical expedient to not separate lease and associated non-lease components and instead accounted for each separate lease component and the associated non-lease components as a single component, as the criteria for not separating the lease and non-lease components of its arrangements were met since: (a) the timing and pattern of transfer were the same for both the lease and non-lease components, (b) the lease component of the contracts, if accounted for separately, would be classified as an operating lease, and (c) the lease component was the predominant component in the arrangement. As lessor, the Company accounted for its vessels as assets and recorded lease revenue for each period. As a pool participant, the Company accounted for its vessels as assets and records lease revenue for each period as the variability associated with lease payments is resolved. The Company also entered into sale and leaseback transactions, all of which contain lessee fixed price repurchase obligations. In accordance with ASC 842, such transactions are accounted for as failed sales and accordingly, the Company recognized these vessels at their net book values on the consolidated balance sheet while also recognizing their financial liabilities for the financing amount drawn down on the accompanying consolidated balance sheet under “Financing obligation” and the variable amount of consideration paid under “Financial expense, net” in the accompanying Consolidated Statements of Operations. |
Vessel Operating Costs | Vessel operating costs Vessel operating costs, which include crewing, repairs and maintenance, insurance, stores, lube oils, communication expenses, and technical management fees, are expensed as incurred. Technical management fees are paid to SSM (See Note 16, Related Party Transactions ). Pursuant to the Revised Master Agreement, SSM provides us with technical services, and we provide it with the ability to subcontract technical management of our vessels. |
Foreign Currencies | Foreign currenciesIn preparing the consolidated financial statements of Eneti Inc. and each of its subsidiaries, transactions in currencies other than the U.S. dollar are recorded at the rate of exchange prevailing on the dates of the transactions. Any change in exchange rate between the date of recognition and the date of settlement may result in a gain or loss which is included in the Consolidated Statement of Operations. At the end of each reporting period, monetary assets and liabilities denominated in other currencies are retranslated into the functional currency at rates ruling at that date. All resultant exchange differences are included in the Consolidated Statements of Operations |
Cash and Cash Equivalents and Restricted Cash | Cash and cash equivalents Cash and cash equivalents are comprised of cash on hand and demand deposits, and other short-term highly-liquid investments with original maturities of three months or less, and that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Restricted cash Cash which serves as cash collateral on certain of the performance bonds issued is classified as restricted (see Note 8, “Commitment and Contingencies”). |
Inventories | Inventories Inventories consist mainly of spare parts used in the operations of the vessels and are stated at the lower of cost or net realizable value. Cost is determined using the first-in-first-out method. |
Assets Held For Sale | Assets held for sale During December 2020, the Company’s Board of Directors authorized the Company, as part of its transition to a sustainable future, to sell its remaining dry bulk vessels and exit the dry bulk sector during 2021, classifying all of its remaining fleet as held for sale at December 31, 2020. As a result of this decision, the Company recorded a charge of $458.6 million to remeasure its fleet to its fair value less costs to sell. All of the assets held for sale were sold during 2021. Assets held for sale include drybulk vessels and contracts for the construction of vessels and are classified in accordance with ASC 360, Property, Plant, and Equipment . The Company considers such assets to be held for sale when all of the following criteria are met: • management commits to a plan to sell the property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable and we expect the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the Company records the asset at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and, if the asset is a vessel, the Company ceases depreciation. Determination of fair value less costs to sell implies judgment. Management estimated the fair value of each individual vessel in the fleet based on its specific characteristics, such as category of the vessel (Ultramax or Kamsarmax), year and shipyard of construction, cargo carrying capacity, scrubbers retrofit, the Company’s recent sales transactions for similar vessels, and other factors. Management also estimated incremental direct costs to sell mainly on the basis of existing contracts (termination fees to be paid to related party commercial and technical managers) and customary industry practices (commissions to be paid to brokers). The Company’s vessels had been commercially managed by SCM and technically managed by SSM pursuant to the Master Agreement prior to their termination. As the termination amounted to a sale of all or substantially all vessels, a payment equal to 24 months of management fees applied as the Company’s Board of Directors authorized the Company, as part of its |
Vessels, net | Vessels, net Vessels, net is stated at historical cost (or acquisition date fair value) less accumulated depreciation and any impairment. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel including capitalized interest and expenditures made to prepare the vessel for its initial voyage. Vessels are depreciated to their residual value on a straight-line basis over their estimated useful lives of 30 years from the date the vessels are ready for their first voyage. These estimated useful lives are management’s best estimate and are also consistent with industry practice for similar vessels. The residual value is estimated as the lightweight tonnage of each vessel multiplied by an estimated scrap value per ton. The scrap value per ton is estimated taking into consideration the historical four years average scrap market rates. The carrying value of the Company’s vessels does not necessarily represent the fair market value of such vessels or the amount it could obtain if it were to sell any of its vessels, which could be more or less. Under U.S. GAAP, the Company would not record a loss if the fair market value of a vessel (excluding its charter) is below its carrying value unless and until it determines to sell that vessel or the vessel is impaired as discussed below under “ Impairment of long-lived assets held for use |
Vessels Under Construction | Vessels under construction Vessels under construction are measured at cost and include costs incurred that are directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These costs include installment payments made to the shipyards, capitalized interest, professional fees, and other costs deemed directly attributable to the construction of the asset. Vessels under construction are not depreciated. On October 20, 2021, the Company entered into a technical support agreement with SSM pursuant to which SSM provides technical advice and services to us in connection with the construction of our newbuilding WTIV at Daewoo. In consideration for these services, we paid SSM a fee of $671,200, and thereafter, pay a monthly fee in the amount of $41,667. These payments are being capitalized as a cost to build the vessel and are included in Vessels under construction, on the Consolidated Balance Sheet. |
Deferred Drydocking Cost | Deferred drydocking costs (former Dry Bulk Operations - exited July 2021) Our dry bulk vessels were required to undergo planned drydocks or underwater inspections for replacement of certain components, major repairs and maintenance of other components, which cannot be carried out while the vessels are operating, approximately every 30 months or 60 months depending on the nature of work and external requirements. These drydock costs are capitalized and depreciated on a straight-line basis over the estimated period until the next drydock. When the drydock expenditure occurs prior to the expiry of the period, the remaining balance is expensed. Costs capitalized as part of the drydock include actual costs incurred at the drydock yard and parts and supplies used in making such repairs. We only include in deferred drydocking costs those direct costs that are incurred as part of the drydocking to meet regulatory requirements or are expenditures that extend the economic life of the vessel, increase the vessel’s earnings capacity or improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydocking or not, are expensed as incurred. Marine energy vessels generally do not require drydocking as their jack-up capability enables in-water inspection. |
Impairment of Long-Lived Assets Held For Use | Impairment of long-lived assets held for use In accordance with ASC subtopic 360-10, Property, Plant and Equipment, long-lived assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. In such a case, determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset or asset group and its eventual disposition. For purposes of recognition and measurement of an impairment loss, long-lived assets are grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. For our marine energy business, our NG2500 design vessels constitute a single asset group as they are used interchangeably for cash flow generation for the oil and gas and small offshore wind project markets based upon opportunistic factors such as location. The Seajacks Scylla and Seajacks Zaratan each constitutes its own asset group. For our former dry bulk business, asset groups were generally at the vessel pool level for vessels operating within pools. In performing its recoverability testing, the Company compares an estimate of undiscounted cash flows to carrying value to determine if the asset group is impaired. In developing its estimates of undiscounted cash flows, the Company makes significant assumptions and estimates about future performance, with the most significant assumptions relating to (i) charter rates, (ii) off-hire days, (iii) operating costs, (iv) drydocking frequency, duration and cost ( (v) estimated useful life which is assessed as a total of 25 years for dry bulk vessels and 30 years for marine energy vessels, and (vi) estimated scrap values. An impairment loss is recognized when the carrying amount of the asset group is greater than both the undiscounted cash flows and its fair value. In instances where the carrying value of an asset group is not recoverable, measurement of the impairment loss is based upon the amount by which the collective fair values of the vessels in the asset group exceed their collective carrying values. The fair values are determined based upon available market data as well as third party valuations performed on each individual vessel. Based on its assessment of potential indicators of impairment, management concluded that no indicators of impairment exist for its vessels and related equipment at December 31, 2022 and 2021. |
Intangible Assets | Intangible assets Intangible assets are recognized at cost. The cost of intangible assets acquired is their fair value at the date of acquisition. Our sole intangible asset, the Seajacks trade name, acquired during the Seajacks acquisition, has been determined to have an indefinite useful life and accordingly is not amortized. Impairment is assessed at least annually. |
Fair Value of Financial Instruments | Fair value of financial instruments Substantially all of the Company’s financial instruments are carried at fair value or amounts approximating fair value. Cash and cash equivalents and restricted cash, interest rate caps, amounts due to / from charterers, accounts payable and long-term debt, are carried at market value or estimated fair value. |
Deferred Financing Costs, Net | Deferred financing costs, netDeferred financing costs, included in other assets or as a reduction to debt balances, consist of fees, commissions and legal expenses associated with obtaining or modifying secured credit facilities and financing obligations. These costs are amortized over the life of the related debt using the effective interest rate method and are included in Financial expense, net in the Consolidated Statements of Operations. |
Earnings Per Share | Earnings per share Basic earnings per share is determined by dividing the net income (loss) by the weighted average number of common shares outstanding, while diluted earnings per share is determined by dividing net income (loss) by the average number of common stock adjusted for the dilutive effect of common stock equivalents by application of the treasury stock method. Common stock equivalents are excluded from the diluted calculation if their effect is anti-dilutive. |
Share-based Compensation | Share-based Compensation We follow ASC Subtopic 718-10, Compensation-Stock Compensation , for restricted stock issued under our equity incentive plan. Share-based compensation expense requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the vesting period. The restricted stock awards granted to our employees and directors have graded vesting schedules and contain only service conditions. The Company recognizes compensation cost on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. |
Income Tax | Income tax Eneti Inc. is incorporated in the Republic of the Marshall Islands, and in accordance with the income tax laws of the Marshall Islands, we are not subject to Marshall Islands income tax. The Company, through its Seajacks business, operates in various countries and records income taxes based upon the tax laws and rates of the countries in which it operates and earns income. The liability method is used to account for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets, liabilities and tax loss carryforwards and are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to amounts which are more likely than not to be realized. |
Concentration Of Credit Risk | Concentration of credit risk The Company services the off-shore industry by time chartering (leasing) its vessels to third party charterers and by entering into construction contracts. The Company takes on exposure to credit risk, which is the risk that a counterparty will be unable to pay amounts in full when due. Management mitigates this risk by, to the extent possible, only chartering the vessels to blue chip companies, obtaining payment security where possible and conducting comprehensive credit reviews of counterparties with payment terms limited to 30 days, to the extent commercially attainable. Credit risk concentration exists for the Company’s trade and other receivables, 82% of which are due from two counterparties as of December 31, 2022 (54% from three counterparties as of December 31, 2021). Company maintains virtually all of its cash and cash equivalents and restricted cash with three financial institutions. None of the Company’s cash and cash equivalent balances are covered by insurance in the event of default by these financial institutions. |
Interest Rate Risk | Interest rate risk The Company is exposed to the impact of interest rate changes primarily through its variable-rate borrowings which consist of borrowings under its secured credit facilities. Significant increases in interest rates could adversely affect our margins, net income and our ability to service our debt. The Company may in the future enter into derivative contracts, to hedge its overall exposure to interest rate risk exposure. |
Liquidity Risk | Liquidity risk Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. We manage liquidity risk by maintaining adequate reserves and borrowing facilities and by continuously monitoring forecast and actual cash flows. Current economic conditions make forecasting difficult, and there is the possibility that our actual operating performance during the coming year may be materially different from expectations. We could also pursue other means to raise liquidity, however there can be no assurance that these will be successful and a deterioration in economic conditions or a failure to refinance our debt that is maturing could cause us to breach our debt covenants and could have a material adverse effect on our business, results of operations, cash flows and financial condition. |
Currency and Exchange Rate Risk | Currency and exchange rate riskThe Company’s functional currency is the U.S. Dollar. While revenue and expense composition is somewhat mixed, our financing, capital expenditures and retained cash balances are primarily U.S. Dollar based. Management monitors the exposure to currency risk on a regular basis and partially mitigate the risk by using foreign currency contracts when appropriate. |
Equity Investments | Equity InvestmentsEquity investments for which we have the ability to exercise significant influence, but not control over the investee and are not the primary beneficiary of the investee’s activities are accounted for under the equity method. As of December 31, 2022, the Company did not have any equity method investments. As of December 31, 2021 the Company’s equity method investments consisted solely of an approximately 3.7% common stock ownership interest in a related party, Scorpio Tankers Inc., over which it had the ability to exercise significant influence. In accounting for its investment in Scorpio Tankers, the Company elected to use the fair value option, available under ASC 825 for investments subject to the equity method of accounting, as it more accurately reflected the economic substance of its ownership interest in Scorpio Tankers. The Company measured its fair value based upon the quoted market price of Scorpio Tankers common stock. Our share of gains and losses in the fair value of the Scorpio Tankers investment as well as dividend income are recorded in Income (loss) from equity investment - related party in the Consolidated Statements of Operations. The Company sold its entire investment in Scorpio Tankers during 2022. As of December 31, 2022 and 2021, the Company did not have any other investment recorded under equity or cost methods. |
Recently Adopted Accounting Standards | Recently adopted accounting standards In 2021, the Company has early-adopted Financial Accounting Standards Board, Accounting Standards Update (or ASU) 2021-08, “Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The new guidance requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (or ASC) 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts. |
Segment Reporting | Although each vessel within its respective class qualified as an operating segment under U.S. GAAP, each vessel also exhibited similar long-term financial performance and similar economic characteristics to the other vessels within the respective vessel class, thereby meeting the aggregation criteria in U.S. GAAP. The Company therefore chose to present its segment information by vessel class using the aggregated information from the individual vessels. The Company’s dry bulk vessels regularly moved between countries in international waters, over dozens of trade routes and, as a result, the disclosure of financial information about geographic areas is impracticable. Corporate and other costs |
Organization and Basis of Pre_3
Organization and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Vessels | Our fleet currently consists of the following vessels: Vessel Name Vessel Design Year Built Seajacks Scylla NG14000 2015 Seajacks Zaratan NG5500 2012 Seajacks Leviathan NG2500 2009 Seajacks Hydra NG2500 2014 Seajacks Kraken NG2500 2009 |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following is a reconciliation of the basic and diluted earnings per share computations (amounts in thousands, except per share amounts): For the years ended December 31, 2022 2021 2020 Net income (loss) for basic and diluted earnings per share $ 105,702 $ 20,227 $ (671,983) Common shares Weighted average shares basic 38,074 16,096 9,484 Effect of dilutive securities 218 183 — Weighted average common shares - diluted 38,292 16,279 9,484 Income (loss) earnings per share: Basic $ 2.78 $ 1.26 $ (70.85) Diluted $ 2.76 $ 1.24 $ (70.85) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following is a summary of share equivalents not included in the computation of diluted earnings per share because their effects would have been anti-dilutive for the years ended December 31, 2022, 2021 and 2020 (in thousands). For the years ended December 31, 2022 2021 2020 Share equivalents 823 19 640 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary and Allocation of Acquisition Purchase Price | The following table is a summary and allocation of the purchase price of the Seajacks acquisition: (Dollars in thousands) Purchase price: Issuance of redeemable notes $ 70,686 Equity issued (8.13 million shares) 152,288 Total purchase price 222,974 Allocated to: Cash and cash equivalents $ 25,719 Trade and other receivables 60,304 Inventories 4,655 Other current assets 5,832 Vessels 554,705 Brand Name * 4,518 Other non-current assets 6,289 Accounts payable and accrued expenses (20,231) Bank loans and other current debt (341,651) Other current liabilities (15,852) Other non-current liabilities (3,878) Fair value of assets acquired, less liabilities assumed 280,410 Gain on bargain purchase (57,436) Total purchase price $ 222,974 *Indefinite useful life intangible asset, based upon appraisal performed |
Schedule of Acquisition Results of Operations | Seajacks results of operations since acquisition are reflected in the Company's Consolidated Statements of Operations for the year ended December 31, 2021 were as follows: ($ in thousands) Post-acquisition period ended December 31, 2021 * Revenues $ 41,903 Loss before taxes (7,176) *since August 12, 2021 |
Schedule of Pro Forma Information | The unaudited pro-forma financial information, which excludes the results of its drybulk business, is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above: ($ in thousands) Twelve months ended December 31, 2021 Twelve months ended December 31, 2020 Pro Forma revenues $ 217,773 $ 42,755 Pro forma net income (loss) $ 33,374 $ (395,010) Pro Forma earnings (loss) per share| Basic $ 2.07 $ (23.25) Diluted $ 2.05 $ (23.25) |
Vessels, Net (Tables)
Vessels, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Vessel Rollforward Table | At December 31, 2022, the Company owned five WTIVs. A rollforward of activity within vessels is as follows (in thousands): Balance December 31, 2020 $ — Vessels acquired as part of the Seajacks transaction 554,705 Other additions — Depreciation (10,190) Balance December 31, 2021 $ 544,515 Other additions $ 1,413 Depreciation $ (24,597) Balance December 31, 2022 $ 521,331 |
Schedule of Vessels Owned | Vessels Owned Vessel Name Year Built Seajacks Scylla 2015 Seajacks Zaratan 2012 Seajacks Leviathan 2009 Seajacks Hydra 2014 Seajacks Kraken 2009 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Operating Lease Right of use Assets and Liabilities | Operating lease right-of-use assets and lease liabilities for lease terms not qualifying for any exceptions as of December 31, 2022 and 2021 are as follows (in thousands): Description Location in December 31, 2022 December 31, 2021 Assets: Right of use assets Other assets $ 1,629 $ 1,257 Liabilities: Current portion - operating leases Accounts payable and accrued expenses $ 674 $ 355 Non-current portion - operating leases Other liabilities $ 1,683 $ 1,825 |
Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities for contracts with initial non-cancelable terms in excess of one year at December 31, 2022 are as follows (in thousands): Year 2023 $ 773 2024 773 2025 468 2026 379 2027 183 Thereafter — Total lease payments $ 2,576 Less: Imputed interest (219) Total present value of operating lease liabilities $ 2,357 Less: Current portion (674) Non-current operating lease liabilities $ 1,683 |
Schedule of Lease Cost | The following table summarizes marine energy lease cost (in thousands): Twelve months ended December 31, 2022 Post-acquisition period ended Operating lease costs $ 490 $ 117 Twelve months ended Twelve months ended Operating lease costs $ 35,437 $ 21,824 Variable lease costs $ 33,072 $ 14,545 Sublease income $ 23,466 $ 20,430 *results prior to ceasing dry bulk operations in July 2021 |
Schedule of Other Supplemental Information | The following table summarizes other supplemental information about the Company’s operating leases: Twelve months ended December 31, 2022 Post-acquisition period ended Weighted average discount rate 5.0 % 5.0 % Weighted average remaining lease term 3.7 years 5.3 years The following table summarizes other supplemental information about the Company’s dry bulk operating leases: Twelve months ended Weighted average discount rate 4.9 % Weighted average remaining lease term 0.5 years Cash paid for the amounts included in the measurement of lease liabilities for operating leases (in thousands) $ — Right-of-use assets obtained in exchange for new operating lease liabilities (in thousands) $ — *results prior to ceasing dry bulk operations in July 2021 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Estimated Future Payments | At December 31, 2022, the estimated future payment dates and amounts are as follows (dollars in thousands): DSME1 DSME2 2023 $ 66,072 $ 32,441 2024 198,218 64,881 2025 — 194,644 $ 264,290 $ 291,966 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued expenses consist of the following: As of (in thousands) December 31, 2022 December 31, 2021 Accounts payable $ 9,856 $ 6,566 Accrued operating expense 6,264 11,448 Accrued administrative expense 7,504 9,059 Accounts payable and accrued expenses $ 23,624 $ 27,073 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Activity | A summary of activity for restricted stock awards during the three years ended December 31, 2022 is as follows: Number of Weighted Outstanding at December 31, 2019 364,986 $ 62.90 Fractional shares exchanged for cash upon reverse stock split (37) 62.90 Granted 425,000 13.22 Vested (149,342) 50.75 Forfeited (800) 64.64 Outstanding at December 31, 2020 639,807 32.74 Granted 858,000 16.41 Vested (548,612) 32.90 Forfeited — — Outstanding at December 31, 2021 949,195 17.89 Granted 997,500 6.37 Vested (99,681) 19.55 Forfeited — — Outstanding at December 31, 2022 1,847,014 $ 11.58 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The Company’s long-term debt consists of bank loans, summarized as follows: December 31, (amounts in thousands) 2022 2021 $175.0 Million Credit Facility $ 65,625 $ — $87.7 Million Subordinated Debt 87,650 $70.7 Million Redeemable Notes — 53,015 Total bank loans and financing obligations outstanding 65,625 140,665 Less: Current portion (12,500) (87,650) $ 53,125 $ 53,015 December 31, 2022 December 31, 2021 (amounts in thousands) Current Non-current Total Current Non-current Total Total bank loans and financing obligations, gross $ 12,500 $ 53,125 $ 65,625 $ 87,650 $ 53,015 $ 140,665 Unamortized deferred financing costs (461) (872) (1,333) — — — Total bank loans and financing obligations, net $ 12,039 $ 52,253 $ 64,292 $ 87,650 $ 53,015 $ 140,665 |
Schedule of Maturities of Long-term Debt | The future principal and estimated interest payments (based on the interest rates in effect as of December 31, 2022) under the Company’s long-term debt over the next five years based on the Company’s existing credit facilities as of December 31, 2022 is as below. (amounts in thousands) Principal Interest Total 2023 $ 12,500 $ 2,742 $ 15,242 2024 12,500 1,575 14,075 2025 12,500 1,165 13,665 2026 12,500 759 13,259 2027 15,625 125 15,750 Thereafter — — — Total $ 65,625 $ 6,366 $ 71,991 |
Interest and Finance Costs | For the years ended December 31, 2022, 2021 and 2020, Financial expense, net consists of: Year ended December 31, (in thousands) 2022 2021 2020 Interest expense $ 4,947 $ 6,926 $ 29,557 Interest expense - related party 1,555 1,512 — Amortization of deferred financing costs 564 658 3,667 Write off of deferred financing costs — 7,196 3,088 Capitalized interest * (5,348) — — Other, net 400 68 506 $ 2,118 $ 16,360 $ 36,818 *See Vessels under Construction in Note 1 , Organization and Basis of Presentation |
Equity Investments (Tables)
Equity Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Equity Investment Activity | Below is a table of equity investment activity (in thousands): Year Ended December 31, 2022 2021 Beginning balance $ 27,607 $ 24,116 Investment in Scorpio Tankers — — Sale of investment in Scorpio Tankers (82,497) — Gain from change in fair value of investment in Scorpio Tankers 54,890 3,491 Equity investments at fair value $ — $ 27,607 Dividend income from Scorpio Tankers common stock $ 646 $ 862 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Carrying Amount and Fair Value of Financial Instruments | The carrying amount and fair value of financial instruments at December 31, 2022 and 2021 were as follows (in thousands): 2022 2021 Level Carrying value Fair Value Carrying value Fair Value Financial assets: Cash and cash equivalents and restricted cash 1 $ 127,227 $ 127,227 $ 153,977 $ 153,977 Equity investment - Common stock of Scorpio Tankers Inc. 1 — — 27,607 27,607 Financial liabilities: Bank loans, net 2 64,292 64,292 87,650 87,650 Redeemable notes 2 — — 53,015 53,015 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | For the years ended December 31, 2022, 2021 and 2020, the Company had the following transactions with related parties, which have been included in the Consolidated Statements of Operations (amounts in thousands): Twelve Months Ended December 31, 2022 2021 2020 Vessel revenue Scorpio Kamsarmax Pool $ — $ 10,754 $ 48,930 Scorpio Ultramax Pool — 5,638 81,682 Total vessel revenue $ — $ 16,392 $ 130,612 Voyage expense: SCM $ — $ 2,582 $ 1,449 Bunker supplier — 2,853 1,844 Total voyage expense $ — $ 5,435 $ 3,293 Vessel operating cost: SSM $ — $ 2,799 $ 11,547 Port agent 4 293 399 Total vessel operating cost $ 4 $ 3,092 $ 11,946 General and administrative expense: SCM $ 47 $ 220 $ 71 SSM — 13 148 SSH 567 1,783 5,992 SUK 458 1,119 1,869 Eneti Senior Management — 30,000 — Scorpio Kamsarmax Pool (158) — — Scorpio Ultramax Pool (303) — — Travel provider — — 23 Total general and administrative expense $ 611 $ 33,135 $ 8,103 Income (loss) from equity investment Scorpio Tankers Inc. $ 55,538 $ 4,353 $ (105,384) Loss (gain) on termination fees for assets held for sale SCM $ — $ 4,582 $ 17,250 SSM — (1,344) 17,789 SSH — (1,764) 1,764 Total write down on assets held for sale $ — $ 1,474 $ 36,803 Financial expense, net Marubeni Corporation $ 804 $ 782 $ — INCJ, Ltd 700 680 — Mitsui O.S.K, Lines Ltd. 51 50 — Total financial expense, net $ 1,555 $ 1,512 $ — At December 31, 2022 and December 31, 2021, we had the following balances with related parties, which have been included in the Consolidated Balance Sheet: December 31, 2022 2021 Assets Due from related parties-current: Scorpio Kamsarmax Pool $ 297 $ 559 Scorpio Ultramax Pool 604 1,566 Total due from related parties-current $ 901 $ 2,125 Equity investment in Scorpio Tankers Inc. $ — $ 27,607 Liabilities Due to related parties-current : SCM $ — $ 107 SSH 5 — Total due to related parties-current $ 5 $ 107 Redeemable notes: Marubeni Corporation $ — $ 27,422 INCJ, Ltd — 23,857 Mitsui O.S.K, Lines Ltd. — 1,736 Total redeemable notes $ — $ 53,015 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | Income tax expense for the twelve months ended December 31, 2022 and 2021 consisted of the following components (dollars in thousands). There was no such expense in 2020. Twelve Months ended December 31, 2022 2021 Current Foreign $ 748 $ 344 Deferred Foreign $ — $ — Total $ 748 $ 344 Income before income taxes for the twelve months ended December 31, 2022 and 2021 consisted of the following (dollars in thousands). There was no such expense in 2020. Twelve Months ended December 31, 2022 2021 Foreign $ 106,450 $ 20,571 Total $ 106,450 $ 20,571 |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s net deferred tax asset at December 31, 2022 and 2021 are as follows (dollars in thousands). December 31, 2022 December 31, 2021 Deferred tax assets Net operating loss and capital loss carryover $ 53,165 $ 54,726 Depreciation 42,603 61,110 Other 6,741 3,976 Total deferred tax assets $ 102,509 $ 119,812 Less: Valuation allowance (102,509) (119,812) Total deferred tax assets, net of valuation allowance $ — $ — Total deferred tax liabilities $ — $ — Net deferred tax assets $ — $ — |
Summary of Operating Loss Carryforwards | Net operating loss carryforwards expire as follows (dollars in thousands): Amount Years remaining United Kingdom $ 212,659 Indefinite Total $ 212,659 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following schedule presents the Company’s sole operating segment, marine energy, and non-reportable reconciling items for the years ended December 31, 2022 and 2021 (in thousands). Marine Energy Segment Corporate Total December 31, 2022 Vessel revenue $ 199,326 $ — $ 199,326 Vessel operating cost 79,353 — 79,353 Vessel depreciation 24,597 — 24,597 General and administrative expenses 24,754 16,423 41,177 Interest income — 647 647 Income from equity investment — 55,538 55,538 Foreign exchange (loss) — (1,816) (1,816) Financial expense, net — (2,118) (2,118) Income before taxes $ 70,622 $ 35,828 $ 106,450 Former Dry Bulk Business* December 31, 2021 Marine Energy Segment Kamsarmax Ultramax Corporate Total Revenue $ 41,903 $ 51,260 $ 50,870 $ — $ 144,033 Voyage expenses — 11,398 6,164 — 17,562 Vessel operating cost 28,233 7,124 17,149 — 52,505 Charterhire expense — 31,657 2,344 — 34,001 Vessel depreciation 10,190 — — — 10,190 General and administrative expenses 10,033 525 1,208 72,188 83,954 (Gain on vessels sold) loss / write down on assets held for sale — (7,873) (14,859) — (22,732) Interest income — — — 87 87 Gain on bargain purchase of Seajacks — — — 57,436 57,436 Income from equity investment — — — 9,735 9,735 Foreign exchange gain — — — 1,120 1,120 Financial expense, net — — — (16,360) (16,360) (Loss) income before income taxes (6,553) 8,429 38,864 (20,170) 20,571 *exited business in July 2021 The following schedule presents segment information about the Company’s former dry bulk operations for the year ended December 31, 2020 (in thousands). December 31, 2020 Kamsarmax Ultramax Corporate Total Vessel revenue $ 67,047 $ 96,685 $ — $ 163,732 Voyage expenses 4,831 5,178 — 10,009 Vessel operating cost 30,542 62,264 — 92,806 Charterhire expense 18,620 2,487 — 21,107 Vessel depreciation 16,366 32,003 — 48,369 General and administrative expenses 1,891 3,908 19,872 25,671 Loss / write down on assets held for sale 168,171 327,242 — 495,413 Interest income — — 210 210 Income from equity investment — — (105,384) (105,384) Foreign exchange loss — — (348) (348) Financial expense, net — — (36,818) (36,818) Segment loss $ (173,374) $ (336,397) $ (162,212) $ (671,983) |
Long-lived Assets by Geographic Areas | The following schedule presents geographic information about the Company’s long-lived assets at December 31, 2022 and 2021 (in thousands): Geographic Areas December 31, 2022 December 31, 2021 Europe: United Kingdom $ 108,417 $ 442,279 Total Europe $ 108,417 $ 442,279 Asia: Taiwan 291,561 83 Japan 121,353 102,153 Total Asia 412,914 102,236 Total 521,331 544,515 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Activity | Revenue Analysis by Activity Year ended December 31, $000s 2022 2021 2020 Seajacks business:* Time charter revenue $ 172,768 $ 20,724 $ — Service revenue 15,099 1,486 — Project revenue 7,291 18,254 — Construction supervision revenue 4,168 1,439 — Total Seajacks revenue 199,326 41,903 — Dry bulk business (sold) ** — 102,130 163,732 Total revenues $ 199,326 $ 144,033 $ 163,732 *post-acquisition ** business exit completed by July 2021 |
Schedule of Revenue from External Customers Attributed to Foreign Countries by Geographic Area | Revenue attribution is determined by location of project. $000s Year ended December 31, Geographical analysis: 2022 2021* Asia: Japan 69,509 18,979 China — 16,050 Taiwan 94,016 — Total Asia 163,525 35,029 Europe: Germany 7,650 — Netherlands 7,827 5,479 UK 16,156 — Total Europe 31,633 5,479 USA 4,168 1,395 Total Seajacks Revenue $ 199,326 $ 41,903 *post-acquisition |
Organization and Basis of Pre_4
Organization and Basis of Presentation - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||
Oct. 20, 2021 USD ($) | Apr. 07, 2020 | Jul. 31, 2021 segment | Dec. 31, 2022 USD ($) deadWeightTon institution windTurbineInstallationVessel segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2019 USD ($) | Oct. 12, 2018 | |
Organization and Basis of Presentation [Line Items] | |||||||||
Number of wind turbine installation vessels operated | windTurbineInstallationVessel | 5 | ||||||||
Number of operating segments | segment | 2 | 1 | 2 | ||||||
Reverse stock split conversion ratio | 0.1 | ||||||||
Allowance for doubtful accounts | $ 0 | $ 0 | |||||||
Revenue, remaining performance obligation, amount | 2,500,000 | 3,100,000 | |||||||
Cumulative effect adjustment to accumulated deficit | $ 715,314,000 | 620,344,000 | $ 272,598,000 | $ 874,967,000 | |||||
Maturity of time deposits | 3 months | ||||||||
Charge to remeasure fair value of fleet for sale | 458,600,000 | ||||||||
Amount of time sale expected to be complete | 1 year | ||||||||
Period used for estimated scrap value | 4 years | ||||||||
Amortization of debt issuance costs | $ 600,000 | 700,000 | 3,600,000 | ||||||
Deferred financing costs | 3,200,000 | 21,300,000 | |||||||
Accumulated amortization, deferred finance costs | 600,000 | 21,300,000 | |||||||
Write-off related to refinancing of existing debt and repayment of debt | 0 | 7,200,000 | 3,100,000 | ||||||
Cash, FDIC insured amount | $ 0 | ||||||||
Liquidity period | 12 months | ||||||||
Accumulated deficit | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Cumulative effect adjustment to accumulated deficit | $ (1,332,319,000) | $ (1,438,021,000) | $ (1,458,248,000) | $ (786,266,000) | |||||
Accounts Receivable | Credit Concentration Risk | Two Counterparties | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Credit risk concentration, percentage | 82% | ||||||||
Accounts Receivable | Credit Concentration Risk | Three Counterparties | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Credit risk concentration, percentage | 54% | ||||||||
Scorpio Tankers Inc. | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Equity method investment, ownership percentage | 3.70% | 10.90% | |||||||
Seajacks Scylla | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Year built | 2015 | ||||||||
Seajacks Zaratan | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Year built | 2012 | ||||||||
Seajacks Leviathan | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Year built | 2009 | ||||||||
Seajacks Hydra | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Year built | 2014 | ||||||||
Seajacks Kraken | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Year built | 2009 | ||||||||
Scorpio Ship Management SSM | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Related party transaction, fee paid for technical advice and services | $ 671,200 | ||||||||
Monthly amount due to related party | $ 41,667 | ||||||||
Minimum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Duration of planned major repairs and maintainence of vessel (in months) | 30 months | ||||||||
Maximum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Duration of planned major repairs and maintainence of vessel (in months) | 60 months | ||||||||
Newbuilding Drybulk carriers | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Minimum carrying capicity of vessels | deadWeightTon | 30,000 | ||||||||
Secured Debt | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Number of credit agreements | institution | 3 | ||||||||
$175.0 Million Credit Facility | Credit Facility | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Debt instrument, face amount | $ 175,000,000 | $ 175,000,000 | |||||||
Ultramax | Minimum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
DWT | deadWeightTon | 60,200 | ||||||||
Ultramax | Maximum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
DWT | deadWeightTon | 64,000 | ||||||||
Kamsarmax | Minimum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
DWT | deadWeightTon | 82,000 | ||||||||
Kamsarmax | Maximum | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
DWT | deadWeightTon | 84,000 | ||||||||
Marine Energy Segment | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Estimated useful lives (in years) | 30 years | ||||||||
Dry Bulk Vessels | |||||||||
Organization and Basis of Presentation [Line Items] | |||||||||
Estimated useful lives (in years) | 25 years |
Earnings Per Common Share - Rec
Earnings Per Common Share - Reconciliation of Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net income (loss) for basic and diluted earnings per share | |||
Net income (loss) for basic and diluted earnings per share | $ 105,702 | $ 20,227 | $ (671,983) |
Common shares | |||
Weighted-average number of shares outstanding, basic (in shares) | 38,074 | 16,096 | 9,484 |
Effect of dilutive securities (in shares) | 218 | 183 | 0 |
Weighted-average number of shares outstanding, diluted (in shares) | 38,292 | 16,279 | 9,484 |
Income (loss) per common share, basic (in usd per share) | $ 2.78 | $ 1.26 | $ (70.85) |
Income (loss) per common share, diluted (in usd per share) | $ 2.76 | $ 1.24 | $ (70.85) |
Earnings Per Common Share - Ant
Earnings Per Common Share - Antidilutive Securities Excluded from the Computation of Earnings Per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Share equivalents (in shares) | 823 | 19 | 640 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Aug. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Common shares issued upon completion of acquisition (in shares) | 0 | 0 | ||
Gain on bargain purchase of Seajacks | $ 0 | $ 57,436 | $ 0 | |
Seajacks International Limited | ||||
Asset Acquisition, Contingent Consideration [Line Items] | ||||
Percentage of interests acquired | 100% | |||
Shares issued in acquisition (in shares) | 8,130,000 | |||
Redeemable notes issued in acquisition | $ 70,700 | |||
Common shares issued upon completion of acquisition (in shares) | 7,500,000 | |||
Common shares issued upon completion of acquisition (in shares) | 700,000 | |||
Gain on bargain purchase of Seajacks | $ 57,436 | $ 57,400 |
Acquisitions - Summary And Allo
Acquisitions - Summary And Allocation Of The Purchase Price (Details) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Aug. 12, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allocated to: | ||||
Gain on bargain purchase | $ 0 | $ (57,436) | $ 0 | |
Seajacks International Limited | ||||
Purchase price: | ||||
Issuance of redeemable notes | $ 70,686 | |||
Equity issued (8.13 million shares) | $ 152,288 | |||
Shares issued in acquisition (in shares) | 8,130 | |||
Total purchase price | $ 222,974 | |||
Allocated to: | ||||
Cash and cash equivalents | 25,719 | |||
Trade and other receivables | 60,304 | |||
Inventories | 4,655 | |||
Other current assets | 5,832 | |||
Vessels | 554,705 | |||
Brand Name | 4,518 | |||
Other non-current assets | 6,289 | |||
Accounts payable and accrued expenses | (20,231) | |||
Bank loans and other current debt | (341,651) | |||
Other current liabilities | (15,852) | |||
Other non-current liabilities | (3,878) | |||
Fair value of assets acquired, less liabilities assumed | 280,410 | |||
Gain on bargain purchase | (57,436) | $ (57,400) | ||
Total purchase price | $ 222,974 |
Acquisitions- Results of operat
Acquisitions- Results of operations (Details) - Seajacks International Limited $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Revenues | $ 41,903 |
Loss before taxes | $ (7,176) |
Acquisitions - Proforma (Detail
Acquisitions - Proforma (Details) - Seajacks International Limited - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Pro Forma revenues | $ 217,773 | $ 42,755 |
Pro forma net income (loss) | $ 33,374 | $ (395,010) |
Pro Forma earnings (loss) per share| | ||
Basic (in shares) | $ 2.07 | $ (23.25) |
Diluted (in shares) | $ 2.05 | $ (23.25) |
Vessels, Net - Narrative (Detai
Vessels, Net - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) vessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Document Period End Date | Dec. 31, 2022 | ||
Other additions | $ 1,413 | $ 0 | |
Gain (Loss) on Disposition of Assets | 22,732 | $ (495,413) | |
Proceeds from Sale of Property, Plant, and Equipment | 0 | 496,107 | 194,066 |
Write off of deferred financing costs | $ 0 | $ 7,196 | $ 3,088 |
Number of vessels | vessel | 5 |
Vessels, Net- Activity Rollforw
Vessels, Net- Activity Rollforward (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) windTurbineInstallationVessel | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Property, Plant and Equipment [Abstract] | |||
Number of wind turbine installation vessels operated | windTurbineInstallationVessel | 5 | ||
Vessel [Roll Forward] | |||
Vessel, Beginning Balance | $ 544,515 | $ 0 | |
Vessels acquired as part of the Seajacks transaction | 554,705 | ||
Other additions | 1,413 | 0 | |
Depreciation | (24,597) | (10,190) | $ (48,369) |
Vessel, Ending Balance | $ 521,331 | $ 544,515 | $ 0 |
Vessels, Net - Schedule (Detail
Vessels, Net - Schedule (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Seajacks Scylla | |
Property, Plant and Equipment [Line Items] | |
Year built | 2015 |
Seajacks Zaratan | |
Property, Plant and Equipment [Line Items] | |
Year built | 2012 |
Seajacks Leviathan | |
Property, Plant and Equipment [Line Items] | |
Year built | 2009 |
Seajacks Hydra | |
Property, Plant and Equipment [Line Items] | |
Year built | 2014 |
Seajacks Kraken | |
Property, Plant and Equipment [Line Items] | |
Year built | 2009 |
Vessels Under Construction - Na
Vessels Under Construction - Narrative (Details) $ in Millions | Dec. 31, 2022 USD ($) windTurbineInstallationVessel | Dec. 31, 2021 USD ($) |
Property, Plant and Equipment [Line Items] | ||
Vessels under construction | $ 111 | $ 36.1 |
Number of next-generation offshore wind turbine installation vessels | windTurbineInstallationVessel | 2 | |
Wind Turbine Installation Vessel | ||
Property, Plant and Equipment [Line Items] | ||
Aggregate contract price for vessels under construction | $ 654.7 |
Assets Held for Sale - Narrativ
Assets Held for Sale - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2022 | |
Assets Held for Sale [Line Items] | |||
Assets held for sale | $ 0 | $ 0 | |
Write down of assets held for sale | $ 458,600,000 | ||
Loss / write-down on assets held for sale | $ 22,732,000 | (495,413,000) | |
Related party, asset write down | |||
Assets Held for Sale [Line Items] | |||
Write down of assets held for sale | $ 36,800,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 12 Months Ended | ||
Jan. 01, 2019 vessel | Dec. 31, 2019 vessel | Dec. 31, 2022 ft² vessel | |
Lessee, Lease, Description [Line Items] | |||
Number of vessels | vessel | 5 | ||
United Kingdom | Building | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased property | 22,000 | ||
Lessee, operating lease, term of contract | 15 years | ||
United Kingdom | Land | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased property | 135 | ||
Lessee, operating lease, term of contract | 3 years | ||
Taiwan | Building | |||
Lessee, Lease, Description [Line Items] | |||
Area of leased property | 2,500 | ||
Lessee, operating lease, term of contract | 5 years | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, operating lease, term of contract | 2 months | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, operating lease, term of contract | 9 months | ||
Ocean Tree Phoenix | |||
Lessee, Lease, Description [Line Items] | |||
Vessels chartered | vessel | 1 | 5 |
Leases - Operating Lease ROU (D
Leases - Operating Lease ROU (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Right of use assets | $ 1,629 | $ 1,257 |
Liabilities: | ||
Current portion - operating leases | 674 | 355 |
Non-current portion - operating leases | $ 1,683 | $ 1,825 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other liabilities | Other liabilities |
Leases, Maturities (Details)
Leases, Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2023 | $ 773 | |
2024 | 773 | |
2025 | 468 | |
2026 | 379 | |
2027 | 183 | |
Thereafter | 0 | |
Total lease payments | 2,576 | |
Less: Imputed interest | (219) | |
Total present value of operating lease liabilities | 2,357 | |
Less: Current portion | (674) | $ (355) |
Non-current operating lease liabilities | $ 1,683 | $ 1,825 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease costs | $ 490 | $ 35,437 | $ 21,824 |
Operating lease cost- post acquisition | 117 | ||
Variable lease costs | 33,072 | 14,545 | |
Sublease income | $ 23,466 | $ 20,430 |
Leases - Supplemental Informati
Leases - Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Weighted average discount rate | 5% | 5% | 4.90% |
Weighted average remaining lease term | 3 years 8 months 12 days | 5 years 3 months 18 days | 6 months |
Cash paid for the amounts included in the measurement of lease liabilities for operating leases (in thousands) | $ 0 | ||
Right of use assets obtained in exchange for operating lease liabilities | $ 1,035 | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Capital Commitments (Details) $ in Thousands | Dec. 31, 2022 USD ($) windTurbineInstallationVessel |
Property, Plant and Equipment [Line Items] | |
Number of next-generation offshore wind turbine installation vessels | windTurbineInstallationVessel | 2 |
Wind Turbine Installation Vessel | |
Property, Plant and Equipment [Line Items] | |
Aggregate contract price for vessels under construction | $ 654,700 |
Capital commitments paid | 98,500 |
DSME1 | |
Property, Plant and Equipment [Line Items] | |
Aggregate contract price for vessels under construction | 264,290 |
2023 | 66,072 |
2024 | 198,218 |
2025 | 0 |
DSME2 | |
Property, Plant and Equipment [Line Items] | |
Aggregate contract price for vessels under construction | 291,966 |
2023 | 32,441 |
2024 | 64,881 |
2025 | $ 194,644 |
Commitments and Contingencies_2
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Commitments and Contingencies [Line Items] | ||
Restricted cash | $ 7,269 | $ 0 |
Performance Guarantee | ||
Commitments and Contingencies [Line Items] | ||
Performance bonds issued | $ 14,000 | $ 31,600 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 9,856 | $ 6,566 |
Accrued operating expense | 6,264 | 11,448 |
Accrued administrative expense | 7,504 | 9,059 |
Accounts payable and accrued expenses | $ 23,624 | $ 27,073 |
Common Shares - Narrative (Deta
Common Shares - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2022 | Nov. 30, 2021 | Feb. 28, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2019 | |
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 38,446,394 | 39,741,204 | ||||||
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Value of stock | $ 715,314 | $ 620,344 | $ 272,598 | $ 874,967 | ||||
Paid-in capital | 2,064,168 | 2,057,958 | ||||||
Value of treasury stock held | $ 17,669 | $ 717 | ||||||
Treasury stock, shares held in treasury (in shares) | 2,328,179 | 35,869 | ||||||
Common stock issued (in shares) | 19,400,000 | |||||||
Shares issued, price per share | $ 9 | |||||||
Proceeds from issuance of common stock | $ 165,900 | $ 0 | $ 165,896 | 82,254 | ||||
Issuance of restricted stock, net of forfeitures | 2,292,310 | |||||||
Stock repurchased and retired during period, value | $ 17,000 | |||||||
Stock repurchase program, authorized amount | $ 50,000 | |||||||
Remaining number of shares authorized to be repurchased | 50,000,000 | |||||||
Retirement of treasury stock | $ 0 | |||||||
Common stock, dividends, per share, cash paid (in usd per share) | $ 0.04 | $ 0.12 | ||||||
Dividends paid | $ 1,601 | $ 1,712 | $ 3,234 | |||||
SSH | ||||||||
Class of Stock [Line Items] | ||||||||
Equity issued to related party | 3,700,000 | |||||||
President | ||||||||
Class of Stock [Line Items] | ||||||||
Equity issued to related party | 222,222 | |||||||
Non-executive director | ||||||||
Class of Stock [Line Items] | ||||||||
Equity issued to related party | 11,111 | |||||||
Common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares outstanding (in shares) | 38,446,394 | 39,741,204 | 11,310,073 | 7,248,295 | ||||
Value of stock | $ 1,134 | $ 1,124 | $ 859 | $ 809 | ||||
Common stock issued (in shares) | 27,649,600 | 4,715,000 | ||||||
Retirement of treasury stock | $ 20 | |||||||
Treasury stock | ||||||||
Class of Stock [Line Items] | ||||||||
Value of stock | $ (17,669) | (717) | $ (73,444) | $ (56,720) | ||||
Number of treasury stock shares retired (in shares) | 2,000,000 | |||||||
Retirement of treasury stock | $ 74,100 | $ 74,134 |
Equity Incentive Plan - Narrati
Equity Incentive Plan - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Nov. 30, 2022 shares | Dec. 31, 2022 USD ($) installment shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of additional common shares authorized (in shares) | 15,790 | |||
Number of common shares authorized (in shares) | 3,199,954 | |||
Share-based compensation expense | $ | $ 7,821 | $ 12,153 | $ 7,317 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted in period (in shares) | 0 | 0 | 0 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based compensation installments | installment | 3 | |||
Unrecognized compensation cost | $ | $ 11,900 | |||
Unrecognized compensation cost, period for recognition | 1 year | |||
Value of restricted stock vested | $ | $ 700 | |||
Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period over which share-based compensation is recognized (in years) | 3 years | |||
Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Period over which share-based compensation is recognized (in years) | 4 years | |||
After tenth anniversary of plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of common shares available for grant (in shares) | 0 |
Equity Incentive Plan - Summary
Equity Incentive Plan - Summary of Activity for Restricted Stock Awards (Details) - Restricted Stock - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | |||
Outstanding, beginning | 949,195 | 639,807 | 364,986 |
Fractional shares exchanged for cash upon reverse stock split (in shares) | (37) | ||
Granted (in shares) | 997,500 | 858,000 | 425,000 |
Vested (in shares) | (99,681) | (548,612) | (149,342) |
Forfeited (in shares) | 0 | 0 | (800) |
Outstanding, ending | 1,847,014 | 949,195 | 639,807 |
Weighted Average Grant Date Fair Value | |||
Outstanding, beginning (in usd per share) | $ 17.89 | $ 32.74 | $ 62.90 |
Fractional shares exchanged for cash upon reverse stock split (in usd per share) | 62.90 | ||
Granted (in usd per share) | 6.37 | 16.41 | 13.22 |
Vested (in usd per share) | 19.55 | 32.90 | 50.75 |
Forfeited (in usd per share) | 0 | 0 | 64.64 |
Outstanding, ending (in usd per share) | $ 11.58 | $ 17.89 | $ 32.74 |
Debt - Long-term Debt Balances
Debt - Long-term Debt Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Total bank loans and financing obligations outstanding | $ 65,625 | $ 140,665 | |
Less: Current portion | (12,500) | (87,650) | |
Long -term debt excluding current maturities - Bank loans | 53,125 | 53,015 | |
Current | |||
Total bank loans and financing obligations, gross | 12,500 | 87,650 | |
Unamortized deferred financing costs | (461) | 0 | |
Total bank loans and financing obligations, net | 12,039 | 87,650 | |
Non-current | |||
Total bank loans and financing obligations, gross | 53,125 | 53,015 | |
Unamortized deferred financing costs | (872) | 0 | |
Total bank loans and financing obligations, net | 52,253 | 53,015 | |
Total | |||
Total bank loans and financing obligations, gross | 65,625 | 140,665 | |
Unamortized deferred financing costs | (1,333) | 0 | |
Total bank loans and financing obligations, net | 64,292 | 140,665 | |
$175.0 Million Credit Facility | Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 175,000 | $ 175,000 | |
Total bank loans and financing obligations outstanding | 65,625 | 0 | |
$87.7 Million Subordinated Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 87,700 | ||
Total bank loans and financing obligations outstanding | 87,650 | ||
$70.7 Million Redeemable Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | 70,700 | ||
Total bank loans and financing obligations outstanding | $ 0 | $ 53,015 |
Debt - Future Principal and Est
Debt - Future Principal and Estimated Interest Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Principal | |
2023 | $ 12,500 |
2024 | 12,500 |
2025 | 12,500 |
2026 | 12,500 |
2027 | 15,625 |
Thereafter | 0 |
Total | 65,625 |
Interest | |
2023 | 2,742 |
2024 | 1,575 |
2025 | 1,165 |
2026 | 759 |
2027 | 125 |
Thereafter | 0 |
Total | 6,366 |
Total | |
2023 | 15,242 |
2024 | 14,075 |
2025 | 13,665 |
2026 | 13,259 |
2027 | 15,750 |
Thereafter | 0 |
Total | $ 71,991 |
Debt - Summary of Credit Agreem
Debt - Summary of Credit Agreements (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Aug. 12, 2021 USD ($) | May 31, 2022 USD ($) | Mar. 31, 2022 USD ($) | Feb. 28, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Jan. 01, 2022 | Dec. 01, 2021 | Nov. 30, 2021 | |
Debt Instrument [Line Items] | |||||||||||
Repayments of long-term debt | $ 205,040 | $ 651,422 | $ 377,334 | ||||||||
Credit facility | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, term | 5 years | ||||||||||
Debt instrument, face amount | $ 175,000 | 175,000 | |||||||||
Credit facility | Term Loan | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||
Draws of term loan | $ 75,000 | ||||||||||
Credit facility | Term Loan | Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.05% | ||||||||||
Credit facility | Revolving Credit Facility | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 75,000 | ||||||||||
Percentage of available borrowings under Revolving Loans available to be drawn in Euros | 1 | ||||||||||
Percentage of contracted cash flows amount available for drawing under the Revolving Loans is based upon | 0.50 | ||||||||||
Forward looking months basis | 30 months | ||||||||||
Proceeds from lines of credit | 30,000 | ||||||||||
Repayments of lines of credit | 30,000 | ||||||||||
Credit facility | Revolving Credit Facility | Credit Facility | Secured Overnight Financing Rate (SOFR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 3.15% | ||||||||||
Credit facility | Revolving Credit Facility | ING Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 60,000 | ||||||||||
Line of credit facility, commitment fee percentage | 0.98% | ||||||||||
Proceeds from lines of credit | $ 25,000 | ||||||||||
Repayments of lines of credit | 25,000 | ||||||||||
Credit facility | Revolving Credit Facility | ING Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.45% | ||||||||||
Credit facility | Letter of Credit | Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 25,000 | ||||||||||
Percentage of available borrowings under Revolving Loans available to be drawn in Euros | 0.50 | ||||||||||
Line of credit facility, commitment fee percentage | 3.15% | ||||||||||
$87.7 Million Subordinated Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | 87,700 | ||||||||||
Debt instrument, interest rate, stated percentage | 8% | ||||||||||
Repayments of long-term debt | $ 87,700 | ||||||||||
$87.7 Million Subordinated Debt | Seajacks International Limited | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt assumed | $ 87,700 | ||||||||||
Debt instrument, interest rate, stated percentage | 8% | 5.50% | 1% | ||||||||
$70.7 Million Redeemable Notes | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 70,700 | ||||||||||
Repayments of long-term debt | $ 53,000 | $ 17,700 | |||||||||
$70.7 Million Redeemable Notes | Seajacks International Limited | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, stated percentage | 5.50% | 5.50% | 8% | ||||||||
Subordinated redeemable notes | $ 70,700 |
Debt - Financial Covenants (Det
Debt - Financial Covenants (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Line of credit facility, covenant terms, minimum liquidity | $ 30 |
Line of credit facility, covenant terms, minimum liquidity, minimum cash value required | $ 15 |
Line of credit facility, covenant terms, maximum ratio of net debt to adjusted EBITDA | 2.75 |
Line of credit facility, covenant terms, minimum ratio of adjusted earnings before EBITDA | 5 |
Line of credit facility, covenant terms, minimum solvency percentage | 0.50 |
Line of credit facility, covenant terms, minimum percentage fair value of collateral | 1.75 |
Minimum | |
Debt Instrument [Line Items] | |
Line of credit facility, interest rate during period | 2.40% |
Maximum | |
Debt Instrument [Line Items] | |
Line of credit facility, interest rate during period | 7.80% |
Debt - Financial Expense (Detai
Debt - Financial Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 4,947 | $ 6,926 | $ 29,557 |
Interest expense - related party | 1,555 | 1,512 | 0 |
Amortization of deferred financing costs | 564 | 658 | 3,667 |
Write off of deferred financing costs | 0 | 7,196 | 3,088 |
Capitalized Interest | (5,348) | 0 | 0 |
Other, net | 400 | 68 | 506 |
Financial expense, net | $ 2,118 | $ 16,360 | $ 36,818 |
Equity Investments - Narrative
Equity Investments - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||||
Apr. 07, 2020 | Nov. 15, 2019 shares | Oct. 22, 2019 shares | Aug. 31, 2022 USD ($) shares | May 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 13, 2019 shares | Jan. 18, 2019 shares | Oct. 12, 2018 USD ($) shares | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity investment, aggregate cost | $ | $ 100,000 | ||||||||||
Equity investment (in shares) | 4,400,000 | 5,400,000 | 54,100,000 | ||||||||
Reverse stock split conversion ratio | 0.1 | ||||||||||
One-time stock dividend (in shares) | 1,000,000 | ||||||||||
Sale of equity investment (in shares) | 2,160,000 | 2,250,000 | |||||||||
Sale of equity investment | $ | $ 82,500 | $ 42,700 | $ 82,497 | $ 64,155 | $ 42,711 | ||||||
Scorpio Tankers Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 3.70% | 10.90% | |||||||||
Sale of equity investment | $ | $ 82,497 | $ 0 | |||||||||
Scorpio Tankers Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity investment, aggregate cost | $ | $ 100,000 | ||||||||||
Equity investment (in shares) | 54,100,000 | ||||||||||
Common stock, dividends, declared (in shares) | 0.0138 |
Equity Investments - Schedule o
Equity Investments - Schedule of Equity Investment Activity (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2022 | May 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investment Activitiy [Roll Forward] | |||||
Beginning balance | $ 27,607 | $ 24,116 | |||
Sale of investment in Scorpio Tankers | $ (82,500) | $ (42,700) | (82,497) | (64,155) | $ (42,711) |
Gain from change in fair value of investment in Scorpio Tankers | 54,890 | 3,491 | |||
Equity investments at fair value | 0 | 27,607 | $ 24,116 | ||
Dividend income from Scorpio Tankers common stock | 646 | 862 | |||
Scorpio Tankers Inc. | |||||
Equity Method Investment Activitiy [Roll Forward] | |||||
Investment in Scorpio Tankers | 0 | 0 | |||
Sale of investment in Scorpio Tankers | $ (82,497) | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Carrying Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents and restricted cash, carrying value | $ 127,227 | $ 153,977 | $ 84,002 | $ 42,530 |
Equity investment - Common stock of Scorpio Tankers Inc. | 0 | 27,607 | $ 24,116 | |
Bank loans, net, carrying value | 64,292 | 87,650 | ||
Redeemable notes | 0 | 53,015 | ||
Level 1 | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Cash and cash equivalents and restricted cash, fair value | 127,227 | 153,977 | ||
Equity investment - Common stock of Scorpio Tankers Inc. | 0 | 27,607 | ||
Level 2 | Fair Value | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Bank loans, net, fair value | 64,292 | 87,650 | ||
Redeemable notes | $ 0 | $ 53,015 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | May 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Sale of equity investment (in shares) | 2,160 | 2,250 | ||
Unamortized deferred financing costs | $ 1,333 | $ 0 | ||
Bank Loan Obligations | Fair Value | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unamortized deferred financing costs | $ 1,300 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) shares in Thousands | 1 Months Ended | 12 Months Ended | |||||||||||||||
Oct. 20, 2021 USD ($) | Aug. 12, 2021 USD ($) | Apr. 07, 2020 | Oct. 22, 2019 shares | Aug. 31, 2022 USD ($) shares | May 31, 2020 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) vessel | Dec. 01, 2022 | Feb. 28, 2022 | Jan. 01, 2022 | Dec. 01, 2021 | Nov. 30, 2021 | Dec. 13, 2019 shares | Jan. 18, 2019 shares | Oct. 12, 2018 USD ($) shares | |
Related Party Transaction [Line Items] | |||||||||||||||||
Termination notice master agreement | 3 months | ||||||||||||||||
Termination fee equal to a term for management fees | 3 months | ||||||||||||||||
Equity investment, aggregate cost | $ 100,000,000 | ||||||||||||||||
Equity investment (in shares) | shares | 4,400 | 5,400 | 54,100 | ||||||||||||||
Reverse stock split conversion ratio | 0.1 | ||||||||||||||||
One-time stock dividend (in shares) | shares | 1,000 | ||||||||||||||||
Sale of equity investment (in shares) | shares | 2,160 | 2,250 | |||||||||||||||
Sale of equity investment | $ 82,500,000 | $ 42,700,000 | $ 82,497,000 | $ 64,155,000 | $ 42,711,000 | ||||||||||||
Related party transaction fee, percentage of outstanding balance | 0.050 | 0.003 | |||||||||||||||
Scorpio Tankers Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity method investment, ownership percentage | 3.70% | 10.90% | |||||||||||||||
Sale of equity investment | $ 82,497,000 | $ 0 | |||||||||||||||
$87.7 Million Subordinated Debt | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | ||||||||||||||||
Seajacks International Limited | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Common stock held by subsidiary (in shares) | shares | 3,700 | ||||||||||||||||
Seajacks International Limited | $87.7 Million Subordinated Debt | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 8% | 5.50% | 1% | ||||||||||||||
Long-term debt assumed | $ 87,700,000 | ||||||||||||||||
Seajacks International Limited | $70.7 Million Redeemable Notes | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt instrument, interest rate, stated percentage | 5.50% | 8% | |||||||||||||||
Scorpio Commercial & Scorpio Ship Management | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Termination notice master agreement | 24 months | ||||||||||||||||
Termination notice payment in months,master agreement | 24 months | ||||||||||||||||
SCM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Commercial management fee payable to SCM (per vessel per day) | $ 300 | $ 300 | |||||||||||||||
Commission payable to SCM of gross revenues per charter | 1.75% | ||||||||||||||||
Number of months to exit the pool for vessels that do have provisions | 12 months | ||||||||||||||||
Commercial management commissions on gross revenue vessels outside of pool | 1.75% | ||||||||||||||||
Sumec Vessels | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Vessels chartered | vessel | 4 | ||||||||||||||||
SSM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Related party transaction, fee paid for technical advice and services | $ 671,200 | ||||||||||||||||
Monthly amount due to related party | $ 41,667 | ||||||||||||||||
Annual fee per vessel to provide technical management service | $ 160,000 | ||||||||||||||||
Scorpio Tankers Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity investment, aggregate cost | $ 100,000,000 | ||||||||||||||||
Equity investment (in shares) | shares | 54,100 | ||||||||||||||||
Equity raise | $ 337,000,000 | ||||||||||||||||
Senior Management | Seajacks International Limited | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consideration paid to executives in connection with acquisition | $ 30,000,000 | ||||||||||||||||
Period for which executive officers will not receive salary payments in connection with acquisition | 3 years | ||||||||||||||||
Period for which executive officers will not receive bonus payments in connection with acquisition | 4 years | ||||||||||||||||
Affiliates of Scorpio Services Holding Limited | Transfer Of Lease Financing Arrangements | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Consideration received for transfer of lease | $ 16,000,000 | ||||||||||||||||
Minimum | SSM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Construction supervisory services payable per vessel | 200,000 | ||||||||||||||||
Maximum | SSM | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Construction supervisory services payable per vessel | $ 500,000 | ||||||||||||||||
Sumec Vessels | Minimum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Bareboat charter agreement time period | 24 months | ||||||||||||||||
Sumec Vessels | Maximum | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Bareboat charter agreement time period | 27 months |
Related Party Transactions - Re
Related Party Transactions - Related Party Balances Included in the Statement of Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Vessel revenue | |||
Vessel revenue | $ 0 | $ 16,392 | $ 130,612 |
Voyage expense: | |||
Voyage expense | 0 | 5,435 | 3,293 |
Vessel operating cost: | |||
Vessel operating costs | 4 | 3,092 | 11,946 |
General and administrative expense: | |||
General and administrative expenses | 611 | 33,135 | 8,103 |
Income (loss) from equity investment | |||
Income (loss) from equity investment | 55,538 | 9,735 | (105,384) |
Loss (gain) on termination fees for assets held for sale | |||
Total write down on assets held for sale | 0 | 1,474 | 36,803 |
Financial expense, net | |||
Total financial expense, net | 1,555 | 1,512 | 0 |
Scorpio Kamsarmax Pool | |||
Vessel revenue | |||
Vessel revenue | 0 | 10,754 | 48,930 |
Scorpio Ultramax Pool | |||
Vessel revenue | |||
Vessel revenue | 0 | 5,638 | 81,682 |
General and administrative expense: | |||
General and administrative expenses | (303) | 0 | 0 |
SCM | |||
Voyage expense: | |||
Voyage expense | 0 | 2,582 | 1,449 |
General and administrative expense: | |||
General and administrative expenses | 47 | 220 | 71 |
Loss (gain) on termination fees for assets held for sale | |||
Total write down on assets held for sale | 0 | 4,582 | 17,250 |
Bunker supplier | |||
Voyage expense: | |||
Voyage expense | 0 | 2,853 | 1,844 |
SSM | |||
Vessel operating cost: | |||
Vessel operating costs | 0 | 2,799 | 11,547 |
General and administrative expense: | |||
General and administrative expenses | 0 | 13 | 148 |
Loss (gain) on termination fees for assets held for sale | |||
Total write down on assets held for sale | 0 | (1,344) | 17,789 |
Port agent | |||
Vessel operating cost: | |||
Vessel operating costs | 4 | 293 | 399 |
SSH | |||
General and administrative expense: | |||
General and administrative expenses | 567 | 1,783 | 5,992 |
Loss (gain) on termination fees for assets held for sale | |||
Total write down on assets held for sale | 0 | (1,764) | 1,764 |
SUK | |||
General and administrative expense: | |||
General and administrative expenses | 458 | 1,119 | 1,869 |
Eneti Senior Management | |||
General and administrative expense: | |||
General and administrative expenses | 0 | 30,000 | 0 |
Scorpio Kamsarmax Pool | |||
General and administrative expense: | |||
General and administrative expenses | (158) | 0 | 0 |
Travel provider | |||
General and administrative expense: | |||
General and administrative expenses | 0 | 0 | 23 |
Scorpio Tankers Inc. | |||
Income (loss) from equity investment | |||
Income (loss) from equity investment | 55,538 | 4,353 | (105,384) |
Marubeni Corporation | |||
Financial expense, net | |||
Total financial expense, net | 804 | 782 | 0 |
INCJ, Ltd | |||
Financial expense, net | |||
Total financial expense, net | 700 | 680 | 0 |
Mitsui O.S.K, Lines Ltd. | |||
Financial expense, net | |||
Total financial expense, net | $ 51 | $ 50 | $ 0 |
Related Party Transactions - _2
Related Party Transactions - Related Party Balances Included in the Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | |||
Due from related parties-current: | $ 901 | $ 2,125 | |
Equity investment in Scorpio Tankers Inc. | 0 | 27,607 | $ 24,116 |
Liabilities: | |||
Due to related parties-current : | 5 | 107 | |
Due to related parties redeemable notes | 0 | 53,015 | |
Scorpio Kamsarmax Pool | |||
Assets | |||
Due from related parties-current: | 297 | 559 | |
Scorpio Ultramax Pool | |||
Assets | |||
Due from related parties-current: | 604 | 1,566 | |
Scorpio Tankers Inc. | |||
Assets | |||
Equity investment in Scorpio Tankers Inc. | 0 | 27,607 | |
SCM | |||
Liabilities: | |||
Due to related parties-current : | 0 | 107 | |
SSH | |||
Liabilities: | |||
Due to related parties-current : | 5 | 0 | |
Marubeni Corporation | |||
Liabilities: | |||
Due to related parties redeemable notes | 0 | 27,422 | |
INCJ, Ltd | |||
Liabilities: | |||
Due to related parties redeemable notes | 0 | 23,857 | |
Mitsui O.S.K, Lines Ltd. | |||
Liabilities: | |||
Due to related parties redeemable notes | $ 0 | $ 1,736 |
Income Taxes - Income Tax Expen
Income Taxes - Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current | |||
Foreign | $ 748,000 | $ 344,000 | $ 0 |
Deferred | |||
Foreign | 0 | 0 | |
Total | $ 748,000 | $ 344,000 | $ 0 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Foreign income before income taxes | $ 106,450,000 | $ 20,571,000 | $ 0 |
Income (loss) before taxes | $ 106,450,000 | $ 20,571,000 | $ (671,983,000) |
Income Taxes - Components Of De
Income Taxes - Components Of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss and capital loss carryover | $ 53,165 | $ 54,726 |
Depreciation | 42,603 | 61,110 |
Other | 6,741 | 3,976 |
Total deferred tax assets | 102,509 | 119,812 |
Less: Valuation allowance | (102,509) | (119,812) |
Total deferred tax assets, net of valuation allowance | 0 | 0 |
Total deferred tax liabilities | 0 | 0 |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss Carryforwards (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 212,659 |
United Kingdom | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 212,659 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Effective tax rate | 1% |
Statutory income tax rate of Eneti | 0% |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 deadWeightTon segment | Dec. 31, 2022 deadWeightTon vessel segment | Dec. 31, 2020 segment | |
Segment Reporting Information [Line Items] | |||
Number of vessels | vessel | 5 | ||
Number of operating segments | segment | 2 | 1 | 2 |
Ultramax | Minimum | |||
Segment Reporting Information [Line Items] | |||
DWT | 60,200 | ||
Ultramax | Maximum | |||
Segment Reporting Information [Line Items] | |||
DWT | 64,000 | ||
Kamsarmax | Minimum | |||
Segment Reporting Information [Line Items] | |||
DWT | 82,000 | ||
Kamsarmax | Maximum | |||
Segment Reporting Information [Line Items] | |||
DWT | 84,000 | ||
Kamsarmax | Kamsarmax | Minimum | |||
Segment Reporting Information [Line Items] | |||
DWT | 82,000 | ||
Kamsarmax | Kamsarmax | Maximum | |||
Segment Reporting Information [Line Items] | |||
DWT | 84,000 | ||
Ultramax | Ultramax | Minimum | |||
Segment Reporting Information [Line Items] | |||
DWT | 60,200 | ||
Ultramax | Ultramax | Maximum | |||
Segment Reporting Information [Line Items] | |||
DWT | 64,000 |
Segment Reporting - Information
Segment Reporting - Information by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Vessel revenue | $ 199,326 | $ 144,033 | $ 163,732 |
Voyage expenses | 17,562 | 10,009 | |
Vessel operating cost | 79,353 | 52,505 | 92,806 |
Charterhire expense | 34,001 | 21,107 | |
Vessel depreciation | 24,597 | 10,190 | 48,369 |
General and administrative expenses | 41,177 | 83,954 | 25,671 |
Loss / write-down on assets held for sale | (22,732) | 495,413 | |
Interest income | 647 | 87 | 210 |
Gain on bargain purchase of Seajacks | 0 | 57,436 | 0 |
Income from equity investment | 55,538 | 9,735 | (105,384) |
Foreign exchange (loss) gain | (1,816) | 1,120 | (348) |
Financial expense, net | (2,118) | (16,360) | (36,818) |
Income before taxes | 106,450 | 20,571 | (671,983) |
Marine Energy Segment | |||
Segment Reporting Information [Line Items] | |||
Vessel revenue | 199,326 | 41,903 | |
Voyage expenses | 0 | ||
Vessel operating cost | 79,353 | 28,233 | |
Charterhire expense | 0 | ||
Vessel depreciation | 24,597 | 10,190 | |
General and administrative expenses | 24,754 | 10,033 | |
Loss / write-down on assets held for sale | 0 | ||
Interest income | 0 | 0 | |
Gain on bargain purchase of Seajacks | 0 | ||
Income from equity investment | 0 | 0 | |
Foreign exchange (loss) gain | 0 | 0 | |
Financial expense, net | 0 | 0 | |
Income before taxes | 70,622 | (6,553) | |
Kamsarmax | |||
Segment Reporting Information [Line Items] | |||
Vessel revenue | 51,260 | 67,047 | |
Voyage expenses | 11,398 | 4,831 | |
Vessel operating cost | 7,124 | 30,542 | |
Charterhire expense | 31,657 | 18,620 | |
Vessel depreciation | 0 | 16,366 | |
General and administrative expenses | 525 | 1,891 | |
Loss / write-down on assets held for sale | (7,873) | 168,171 | |
Interest income | 0 | 0 | |
Gain on bargain purchase of Seajacks | 0 | ||
Income from equity investment | 0 | 0 | |
Foreign exchange (loss) gain | 0 | 0 | |
Financial expense, net | 0 | 0 | |
Income before taxes | 8,429 | (173,374) | |
Ultramax | |||
Segment Reporting Information [Line Items] | |||
Vessel revenue | 50,870 | 96,685 | |
Voyage expenses | 6,164 | 5,178 | |
Vessel operating cost | 17,149 | 62,264 | |
Charterhire expense | 2,344 | 2,487 | |
Vessel depreciation | 0 | 32,003 | |
General and administrative expenses | 1,208 | 3,908 | |
Loss / write-down on assets held for sale | (14,859) | 327,242 | |
Interest income | 0 | 0 | |
Gain on bargain purchase of Seajacks | 0 | ||
Income from equity investment | 0 | 0 | |
Foreign exchange (loss) gain | 0 | 0 | |
Financial expense, net | 0 | 0 | |
Income before taxes | 38,864 | (336,397) | |
Corporate | |||
Segment Reporting Information [Line Items] | |||
Vessel revenue | 0 | 0 | 0 |
Voyage expenses | 0 | 0 | |
Vessel operating cost | 0 | 0 | 0 |
Charterhire expense | 0 | 0 | |
Vessel depreciation | 0 | 0 | 0 |
General and administrative expenses | 16,423 | 72,188 | 19,872 |
Loss / write-down on assets held for sale | 0 | 0 | |
Interest income | 647 | 87 | 210 |
Gain on bargain purchase of Seajacks | 57,436 | ||
Income from equity investment | 55,538 | 9,735 | (105,384) |
Foreign exchange (loss) gain | (1,816) | 1,120 | (348) |
Financial expense, net | (2,118) | (16,360) | (36,818) |
Income before taxes | $ 35,828 | $ (20,170) | $ (162,212) |
Segment Reporting - Geographic
Segment Reporting - Geographic Areas (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | $ 521,331 | $ 544,515 |
Total Europe | ||
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | 108,417 | 442,279 |
United Kingdom | ||
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | 108,417 | 442,279 |
Total Asia | ||
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | 412,914 | 102,236 |
Taiwan | ||
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | 291,561 | 83 |
Japan | ||
Segment Reporting Information [Line Items] | ||
Carrying value of vessels | $ 121,353 | $ 102,153 |
Revenues - Revenue Analysis by
Revenues - Revenue Analysis by Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Vessel revenue | $ 199,326 | $ 144,033 | $ 163,732 |
Seajacks Business | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 199,326 | 41,903 | 0 |
Seajacks Business | Time charter revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 172,768 | 20,724 | 0 |
Seajacks Business | Service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 15,099 | 1,486 | 0 |
Seajacks Business | Project revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 7,291 | 18,254 | 0 |
Seajacks Business | Construction supervision revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 4,168 | 1,439 | 0 |
Dry Bulk Business | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 0 | $ 102,130 | $ 163,732 |
Revenues - Disaggregation of Se
Revenues - Disaggregation of Seajacks Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Seajacks Business | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 199,326 | $ 41,903 | $ 0 |
Total Asia | |||
Revenue from External Customer [Line Items] | |||
Revenues | 163,525 | 35,029 | |
Japan | |||
Revenue from External Customer [Line Items] | |||
Revenues | 69,509 | 18,979 | |
China | |||
Revenue from External Customer [Line Items] | |||
Revenues | 0 | 16,050 | |
Taiwan | |||
Revenue from External Customer [Line Items] | |||
Revenues | 94,016 | 0 | |
Total Europe | |||
Revenue from External Customer [Line Items] | |||
Revenues | 31,633 | 5,479 | |
Germany | |||
Revenue from External Customer [Line Items] | |||
Revenues | 7,650 | 0 | |
Netherlands | |||
Revenue from External Customer [Line Items] | |||
Revenues | 7,827 | 5,479 | |
United Kingdom | |||
Revenue from External Customer [Line Items] | |||
Revenues | 16,156 | 0 | |
USA | |||
Revenue from External Customer [Line Items] | |||
Revenues | $ 4,168 | $ 1,395 |
Revenues - Narrative (Details)
Revenues - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue from customers contributing more than 10% revenue | $ 199,326,000 | $ 127,641,000 | $ 33,120,000 |
Contract assets | 0 | 0 | |
Customer One | Revenue Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from customers contributing more than 10% revenue | 94,016,000 | 18,979,000 | |
Customer Two | Revenue Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from customers contributing more than 10% revenue | $ 69,509,000 | 16,050,000 | |
Customer Three | Revenue Benchmark | Customer Concentration Risk | |||
Disaggregation of Revenue [Line Items] | |||
Revenue from customers contributing more than 10% revenue | $ 5,479,000 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) | Feb. 09, 2023 $ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Dividends payable (in usd per share) | $ 0.01 |