SEACOR Marine (SMHI) 10-Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-37966

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	47-2564547
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
12121 Wickchester Lane, Suite 500, Houston, TX	77079
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (346) 980-1700

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	SMHI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of October 27, 2023 was 27,159,485. The registrant has no other class of common stock outstanding.

SEACOR MARINE HOLDINGS INC.

Table of Contents

Part I.	Financial Information		1
	Item 1.	Financial Statements (Unaudited)	1
		Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	1
		Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	2
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	3
		Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2023 and 2022	4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	51
Part II.	Other Information		52
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
	Item 3.	Default Upon Senior Securities	52
	Item 4.	Mine Safety Disclosures	52
	Item 5.	Other Information	52
	Item 6.	Exhibits	54

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PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	September 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	55,840		$	39,963
Restricted cash		2,796			3,082
Receivables:
Trade, net of allowance for credit loss accounts of $4,436 and $1,650 as of September 30, 2023 and December 31, 2022, respectively		63,246			54,388
Other		8,924			7,638
Note receivable		—			15,000
Tax receivable		445			578
Inventories		1,738			2,123
Prepaid expenses and other		2,957			3,054
Assets held for sale		6,093			6,750
Total current assets		142,039			132,576
Property and Equipment:
Historical cost		936,520			967,683
Accumulated depreciation		(318,549	)		(310,778	)
		617,971			656,905
Construction in progress		9,413			8,111
Net property and equipment		627,384			665,016
Right-of-use asset - operating leases		4,907			6,206
Right-of-use asset - finance leases		45			6,813
Investments, at equity, and advances to 50% or less owned companies		3,857			3,024
Other assets		2,095			1,995
Total assets	$	780,327		$	815,630
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	1,856		$	2,358
Current portion of finance lease liabilities		35			468
Current portion of long-term debt:
Recourse		28,005			61,512
Accounts payable and accrued expenses		32,466			37,954
Due to SEACOR Holdings		264			264
Accrued wages and benefits		4,395			4,361
Accrued interest		3,947			2,305
Deferred revenue and unearned revenue		1,465			2,333
Accrued capital, repair, and maintenance expenditures		3,207			2,748
Accrued insurance deductibles and premiums		2,406			2,428
Accrued professional fees		988			1,114
Other current liabilities		4,932			3,580
Total current liabilities		83,966			121,425
Long-term operating lease liabilities		3,571			4,739
Long-term finance lease liabilities		15			6,781
Long-term Debt:
Recourse		291,843			254,653
Non-recourse		—			5,466
Deferred income taxes		33,078			40,779
Deferred gains and other liabilities		2,217			2,641
Total liabilities		414,690			436,484
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 27,640,483 and 26,950,799 shares issued as of September 30, 2023 and December 31, 2022, respectively		280			272
Additional paid-in capital		471,158			466,669
Accumulated deficit		(108,154	)		(93,111	)
Shares held in treasury of 480,998 and 248,638 as of September 30, 2023 and December 31, 2022, respectively, at cost		(4,221	)		(1,852	)
Accumulated other comprehensive income, net of tax		6,253			6,847
		365,316			378,825
Noncontrolling interests in subsidiaries		321			321
Total equity		365,637			379,146
Total liabilities and equity	$	780,327		$	815,630

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Operating Revenues	$	75,574		$	59,791		$	202,438		$	159,399
Costs and Expenses:
Operating		38,816			44,006			112,391			127,647
Administrative and general		12,300			9,978			37,636			30,112
Lease expense		651			1,168			2,069			3,236
Depreciation and amortization		13,462			13,754			40,799			42,333
		65,229			68,906			192,895			203,328
(Losses) Gains on Asset Dispositions and Impairments, Net		(512	)		(1,783	)		3,352			381
Operating Income (Loss)		9,833			(10,898	)		12,895			(43,548	)
Other Income (Expense):
Interest income		340			(123	)		1,222			96
Interest expense		(9,536	)		(7,634	)		(27,060	)		(21,250	)
Loss on debt extinguishment		(2,004	)		—			(2,004	)		—
Derivative gains, net		—			1			—			—
Foreign currency gains (losses), net		571			2,314			(857	)		4,305
Other, net		—			659			—			618
		(10,629	)		(4,783	)		(28,699	)		(16,231	)
Loss Before Income Tax Expense and Equity in Earnings (Losses) of 50% or Less Owned Companies		(796	)		(15,681	)		(15,804	)		(59,779	)
Income Tax Expense		2,360			8,418			2,421			4,363
Loss Before Equity in Earnings (Losses) of 50% or Less Owned Companies		(3,156	)		(24,099	)		(18,225	)		(64,142	)
Equity in Earnings (Losses) of 50% or Less Owned Companies		2,273			(254	)		3,182			5,835
Net Loss		(883	)		(24,353	)		(15,043	)		(58,307	)
Net (Loss) Income attributable to Noncontrolling Interests in Subsidiaries		—			(2	)		—			1
Net Loss attributable to SEACOR Marine Holdings Inc.	$	(883	)	$	(24,351	)	$	(15,043	)	$	(58,308	)
Net Loss Per Share:
Basic	$	(0.03	)	$	(0.91	)	$	(0.56	)	$	(2.19	)
Diluted		(0.03	)		(0.91	)		(0.56	)		(2.19	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,181,754			26,727,864			27,048,656			26,591,911
Diluted		27,181,754			26,727,864			27,048,656			26,591,911

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
Net Loss	$	(883	)	$	(24,353	)	$	(15,043	)	$	(58,307	)
Other Comprehensive Loss:
Foreign currency translation losses		(1,679	)		(2,154	)		(79	)		(6,717	)
Derivative gains on cash flow hedges		3			365			56			1,521
Reclassification of derivative (losses) gains on cash flow hedges to interest expense		(199	)		112			(571	)		749
Reclassification of derivative gains on cash flow hedges to equity in earnings of 50% or less owned companies		—			266			—			941
		(1,875	)		(1,411	)		(594	)		(3,506	)
Income Tax Expense		—			—			—			—
		(1,875	)		(1,411	)		(594	)		(3,506	)
Comprehensive Loss		(2,758	)		(25,764	)		(15,637	)		(61,813	)
Comprehensive (Loss) Income Attributable to Noncontrolling Interests in Subsidiaries		—			(2	)		—			1
Comprehensive Loss Attributable to SEACOR Marine Holdings Inc.	$	(2,758	)	$	(25,762	)	$	(15,637	)	$	(61,814	)

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share data)

	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital		Shares Held in Treasury		Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Income			Non- Controlling Interests In Subsidiaries		Total Equity
For the Nine Months Ended September 30, 2023
December 31, 2022		26,702,161		$	272	$	466,669		248,638	$	(1,852	)	$	(93,111	)	$	6,847		$	321	$	379,146
Restricted stock grants		525,397			6		—		—		—			—			—			—		6
Amortization of share awards		—			—		4,483		—		—			—			—			—		4,483
Exercise of options		834			—		6		—		—			—			—			—		6
Exercise of warrants		117,394			1		—		121		(1	)		—			—			—		—
Restricted stock vesting		(232,239	)		—		—		232,239		(2,368	)		—			—			—		(2,368	)
Director share awards		60,938			1		—		—		—			—			—			—		1
Forfeiture of employee share awards		(15,000	)		—		—		—		—			—			—			—		—
Net loss		—			—		—		—		—			(15,043	)		—			—		(15,043	)
Other comprehensive loss		—			—		—		—		—			—			(594	)		—		(594	)
September 30, 2023		27,159,485		$	280	$	471,158		480,998	$	(4,221	)	$	(108,154	)	$	6,253		$	321	$	365,637
For the Three Months Ended September 30, 2023
June 30, 2023		27,159,485		$	280	$	469,618		480,998	$	(4,221	)	$	(107,271	)	$	8,128		$	321	$	366,855
Amortization of share awards		—			—		1,540		—		—			—			—			—		1,540
Net loss		—			—		—		—		—			(883	)		—			—		(883	)
Other comprehensive loss		—			—		—		—		—			—			(1,875	)		—		(1,875	)
September 30, 2023		27,159,485		$	280	$	471,158		480,998	$	(4,221	)	$	(108,154	)	$	6,253		$	321	$	365,637

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital		Shares Held in Treasury		Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Income			Non- Controlling Interests In Subsidiaries			Total Equity
For the Nine Months Ended September 30, 2022
December 31, 2021		25,992,237		$	262	$	461,931		127,887	$	(1,120	)	$	(22,907	)	$	8,055		$	320		$	446,541
Restricted stock grants		738,896			9		—		—		—			—			—			—			9
Amortization of share awards		—			—		3,367		—		—			—			—			—			3,367
Exercise of options		34,492			—		151		—		—			—			—			—			151
Restricted stock vesting		(114,251	)		—		—		114,251		(672	)		—			—			—			(672	)
Director share awards		60,787			1		—		—		—			—			—			—			1
Director restricted stock vesting		(6,500	)		—		—		6,500		(60	)		—			—			—			(60	)
Forfeiture of employee share awards		(3,500	)		—		—		—		—			—			—			—			—
Net loss		—			—		—		—		—			(58,308	)		—			1			(58,307	)
Other comprehensive loss		—			—		—		—		—			1,446			(3,506	)		—			(2,060	)
September 30, 2022		26,702,161		$	272	$	465,449		248,638	$	(1,852	)	$	(79,769	)	$	4,549		$	321		$	388,970
For the Three Months Ended September 30, 2022
June 30, 2022		26,705,661		$	272	$	464,222		248,638	$	(1,852	)	$	(55,418	)	$	5,960		$	323		$	413,507
Amortization of share awards		—			—		1,227		—		—			—			—			—			1,227
Forfeiture of employee share awards		(3,500	)		—		—		—		—			—			—			—			—
Net loss		—			—		—		—		—			(24,351	)		—			(2	)		(24,353	)
Other comprehensive loss		—			—		—		—		—			—			(1,411	)		—			(1,411	)
September 30, 2022		26,702,161		$	272	$	465,449		248,638	$	(1,852	)	$	(79,769	)	$	4,549		$	321		$	388,970

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Nine Months Ended September 30,
	2023			2022
Cash Flows from Operating Activities:
Net Loss	$	(15,043	)	$	(58,307	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		40,799			42,333
Deferred financing costs amortization		1,300			1,005
Stock-based compensation expense		4,490			3,377
Debt discount amortization		4,899			5,244
Allowance for credit losses		3,253			477
Gain from equipment sales, retirements or impairments		(3,352	)		(381	)
Loss on debt extinguishment		177			—
Interest on finance leases		201			171
Settlements on derivative transactions, net		577			(782	)
Currency losses (gains)		857			(4,305	)
Deferred income taxes		(7,701	)		(860	)
Equity earnings		(3,182	)		(5,835	)
Dividends received from equity investees		2,075			2,983
Changes in Operating Assets and Liabilities:
Accounts receivables		(13,743	)		(2,955	)
Other assets		1,555			(737	)
Accounts payable and accrued liabilities		(6,732	)		6,732
Net cash provided by (used in) operating activities		10,430			(11,840	)
Cash Flows from Investing Activities:
Purchases of property and equipment		(6,960	)		(277	)
Proceeds from disposition of property and equipment		8,038			6,681
Principal payments on notes due from equity investees		—			528
Proceeds from sale of investment in equity investees		—			66,000
Notes due from others		—			(28,831	)
Principal payments on notes due from others		15,000			8,831
Net cash provided by investing activities		16,078			52,932
Cash Flows from Financing Activities:
Payments on long-term debt		(22,992	)		(30,682	)
Payments on debt extinguishment		(131,604	)		—
Payments on debt extinguishment cost		(1,827	)		—
Proceeds from issuance of long-term debt, net of issuance costs		148,388			—
Payments on finance leases		(522	)		(237	)
Proceeds from exercise of stock options		6			151
Tax withholdings on restricted stock vesting and director share awards		(2,368	)		(732	)
Net cash used in financing activities		(10,919	)		(31,500	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		2			(2	)
Net Change in Cash, Restricted Cash and Cash Equivalents		15,591			9,590
Cash, Restricted Cash and Cash Equivalents, Beginning of Period		43,045			41,220
Cash, Restricted Cash and Cash Equivalents, End of Period	$	58,636		$	50,810
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest	$	21,045		$	14,286
Income taxes paid (refunded), net		1,730			(886	)
Noncash Investing and Financing Activities:
Increase in capital expenditures in accounts payable and accrued liabilities		826			—
Exchange of property and equipment		—			(8,918	)
Recognition of a new right-of-use asset - operating leases		348			163
Recognition of a new right-of-use asset - financing leases		—			7,248

The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.

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SEACOR MARINE HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1.

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated financial statements include the accounts of SEACOR Marine Holdings Inc. and its consolidated subsidiaries (the “Company”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made to fairly present the unaudited condensed consolidated financial statements for the periods indicated. Results of operations for the interim periods presented are not necessarily indicative of operating results for the full year or any future periods.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).

Unless the context otherwise indicates, any reference in this Quarterly Report on Form 10-Q to the “Company” refers to SEACOR Marine Holdings Inc. and its consolidated subsidiaries, and any reference in this Quarterly Report on Form 10-Q to “SEACOR Marine” refers to SEACOR Marine Holdings Inc. without its consolidated subsidiaries.

Recently Adopted Accounting Standards.

On October 29, 2020, the FASB issued ASU 2020-10, Codification Improvements: Amendments that improve the consistency of the Codification by including all disclosure guidance in the appropriate disclosure section. The guidance was effective for annual periods beginning after December 15, 2020, and interim periods within the annual periods beginning after December 15, 2022. The adoption of the standard did not have a material effect on the disclosures included herein.

Critical Accounting Policies.

Basis of Consolidation. The consolidated financial statements include the accounts of SEACOR Marine and its controlled subsidiaries. Control is generally deemed to exist if the Company has greater than 50% of the voting rights of a subsidiary. All significant intercompany accounts and transactions are eliminated in the combination and consolidation.

Noncontrolling interests in consolidated subsidiaries are included in the consolidated balance sheets as a separate component of equity. The Company reports consolidated net income (loss) inclusive of both the Company’s and the noncontrolling interests’ share, as well as the amounts of consolidated net income (loss) attributable to each of the Company and the noncontrolling interests. If a subsidiary is deconsolidated upon a change in control, any retained noncontrolling equity investment in the former controlled subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value. If a subsidiary is consolidated upon the business acquisition of controlling interests by the Company, any previous noncontrolled equity investment in the subsidiary is measured at fair value and a gain or loss is recognized in net income (loss) based on such fair value.

The Company employs the equity method of accounting for investments in 50% or less owned companies that it does not control but has the ability to exercise significant influence over the operating and financial policies of the business venture. Significant influence is generally deemed to exist if the Company has between 20% and 50% of the voting rights of a business venture but may exist when the Company’s ownership percentage is less than 20%. In certain circumstances, the Company may have an economic interest in excess of 50% but may not control and consolidate the business venture. Conversely, the Company may have an economic interest less than

7

50% but may control and consolidate the business venture. The Company reports its investments in and advances to these business ventures in the accompanying consolidated balance sheets as investments, at equity, and advances to 50% or less owned companies. The Company reports its share of earnings from investments in 50% or less owned companies in the accompanying consolidated statements of income (loss) as equity in earnings of 50% or less owned companies, net of tax.

Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current period presentation.

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates include those related to deferred revenues, allowance for credit loss accounts, useful lives of property and equipment, impairments, income tax provisions and certain accrued liabilities. Actual results could differ from estimates and those differences may be material.

Revenue Recognition. Revenue is recognized when (or as) the Company transfers promised goods or services to its customers in amounts that reflect the consideration to which the Company expects to be entitled to in exchange for those goods or services, which occurs when (or as) the Company satisfies its contractual obligations and transfers over control of the promised goods or services to its customers. The Company recognizes revenue, net of sales taxes, based on its estimates of the consideration the Company expects to receive. Costs to obtain or fulfill a contract are expensed as incurred.

The Company earns revenue primarily from the time charter and bareboat charter of vessels to customers. Since the Company charges customers based upon daily rates of hire, vessel revenues are recognized on a daily basis throughout the contract period. Under a time charter, the Company provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel. Under a bareboat charter, the Company provides a vessel to a customer and the customer assumes responsibility for all operating expenses and assumes all risks of operation. In the U.S. Gulf of Mexico, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.

In the Company’s operating areas, contract or charters vary in length from several days to multi-year periods. Many of the Company’s contracts and charters include cancellation clauses without early termination penalties. As a result of options and frequent renewals, the stated duration of charters may not correlate with the length of time the vessel is contracted for to provide services to a particular customer.

The Company contracts with various customers to carry out management services for vessels as agents for and on behalf of ship owners. These services include crew management, technical management, commercial management, insurance arrangements, sale and purchase of vessels, provisions and bunkering. As the manager of the vessels, the Company undertakes to use its best endeavors to provide the agreed management services as agents for and on behalf of the owners in accordance with sound ship management practice and to protect and promote the interest of the owners in all matters relating to the provision of services thereunder. The Company also contracts with various customers to carry out management services regarding engineering for vessel construction and vessel conversions. The vast majority of the ship management agreements span one to three years and are typically billed on a monthly basis. The Company transfers control of the service to the customer and satisfies its performance obligation over the term of the contract, and therefore recognizes revenue over the term of the contract while related costs are expensed as incurred.

8

Revenue that does not meet these criteria is deferred until the criteria is met and is considered a contract liability and is recognized as such. Contract liabilities, which are included in deferred revenue and unearned revenue in the accompanying consolidated balance sheets, as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

	2023			2022
Balance at beginning of period	$	2,333		$	1,606
Revenues deferred during the period		6,075			4,288
Revenues recognized during the period		(6,943	)		(3,561	)
Balance at end of period	$	1,465		$	2,333

As of September 30, 2023, the Company had $1.5 million of unearned revenue primarily related to mobilization of vessels.

Cash and Cash Equivalents. The Company considers all highly liquid investments, with an original maturity of three months or less from the date purchased, to be cash equivalents.

Restricted Cash. Restricted cash primarily relates to banking facility requirements.

Trade and Other Receivables. Customers are primarily major integrated national, international oil companies, large independent oil and natural gas exploration and production companies and established wind farm construction companies. Customers are granted credit on a short-term basis and the related credit risks are minimal. Other receivables consist primarily of operating expenses the Company incurs in relation to vessels it manages for other entities, as well as insurance and income tax receivables, but excludes our short-term note receivable. The Company routinely reviews its receivables and makes provisions for the credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. Trade receivables are deemed uncollectible and are removed from accounts receivable and the allowance for credit losses when collection efforts have been exhausted.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the time period beyond which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older vessels that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of remaining useful life, typically the next survey or certification date. As of September 30, 2023, the estimated useful life of the Company’s new offshore support vessels was 20 years.

Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. Expenditures that extend the useful life or improve the marketing and commercial characteristics of equipment as well as major renewals and improvements to other properties are capitalized.

Certain interest costs incurred during the construction of equipment are capitalized as part of the assets’ carrying values and are amortized over such assets’ estimated useful lives. There was no capitalized interest recognized during the nine months ended September 30, 2023 and 2022.

Assets Held for Sale. As of September 30, 2023, a liftboat previously included in the United States, primarily Gulf of Mexico segment, with a carrying value of $5.6 million and a AHTS previously included in the

9

Africa and Europe segment, with a carrying value of $0.5 million, were classified as assets held for sale as the Company expects to sell the vessels within one year.

Impairment of Long-Lived Assets. The Company performs an impairment analysis of long-lived assets used in operations when indicators of impairment are present. These indicators may include a significant decrease in the market price of a long-lived asset or asset group, a significant adverse change in the extent or manner in which a long-lived asset or asset group is being used or in its physical condition, or a current period operating or cash flow loss combined with a history of operating or cash flow losses or a forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group. If the carrying values of the assets are not recoverable, as determined by their estimated future undiscounted cash flows, the estimated fair value of the assets or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value.

For the nine months ended September 30, 2023, the Company recorded impairment charges of $0.3 million for one leased-in anchor handling towing supply vessel (“AHTS”) to adjust for indicative future cash flows. There were no impairments of other owned or leased-in vessels. For the nine months ended September 30, 2022, the Company recorded impairment charges of $3.4 million. The Company recorded impairment charges of $0.9 million for one fast support vessel (“FSV”) classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022. In addition, in the third quarter of 2022, the Company recorded impairment charges of $1.2 million for one leased-in AHTS as it was not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment, classified as assets held for sale during the third quarter of 2022, which was subsequently sold in the first quarter of 2023. The impairment charges for the assets held for sale are included in (losses) gains on asset dispositions and impairments in the accompanying consolidated statements of income (loss). Estimated fair values for the Company owned vessels were established by independent appraisers based on researched market information, replacement cost information and other data.

For vessel classes and individual vessels with indicators of impairment as of September 30, 2023, the Company estimated that their future undiscounted cash flows exceeded their current carrying values. However, the Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, especially in light of the continued volatility in commodity prices as well as the timing and cost of reactivating cold-stacked vessels. If market conditions decline, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers.

Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and

10

lead to additional impairment charges in future periods. During the nine months ended September 30, 2023 and 2022, the Company did not recognize any impairment charges related to its 50% or less owned companies.

Income Taxes. During the nine months ended September 30, 2023, the Company’s effective income tax rate of 15.32% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes.

Accumulated Other Comprehensive Income (Loss). The components of accumulated other comprehensive income were as follows (in thousands):

	SEACOR Marine Holdings Inc. Stockholders’ Equity
	Foreign Currency Translation Adjustments			Derivative Gains (Losses) on Cash Flow Hedges, net			Total Other Comprehensive Income
December 31, 2022	$	6,332		$	515		$	6,847
Other comprehensive loss		(79	)		(515	)		(594	)
Balance as of September 30, 2023	$	6,253		$	—		$	6,253

Earnings (Loss) Per Share. Basic earnings/loss per share of Common Stock of the Company is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $0.01 per share (“Warrants”) issued and outstanding during the relevant periods. The Warrants are included in the basic earnings/loss per share of Common Stock because the shares issuable upon exercise of the Warrants are issuable for de minimis cash consideration and therefore not anti-dilutive. Diluted earnings/loss per share of Common Stock is computed based on the weighted average number of shares of Common Stock and Warrants issued and outstanding plus the effect of other potentially dilutive securities through the application of the treasury stock method and the if-converted method that assumes all shares of Common Stock have been issued and outstanding during the relevant periods pursuant to the conversion of the Old Convertible Notes and the New Convertible Notes unless anti-dilutive.

For the three and nine months ended September 30, 2023, diluted loss per share of Common Stock excluded 2,978,724 shares of Common Stock issuable upon conversion of the New Convertible Notes as the effect of their inclusion in the computation would be anti-dilutive.

For the three and nine months ended September 30, 2022, diluted loss per share of Common Stock excluded 2,907,500 shares of Common Stock issuable upon conversion of the Old Convertible Notes as the effect of their inclusion in the computation would be anti-dilutive.

In addition, for the three and nine months ended September 30, 2023 and 2022 diluted loss per share of Common Stock excluded 1,642,084 and 1,645,207 shares of restricted stock, respectively, and 1,026,031 and 1,026,865 shares of Common Stock, respectively, issuable upon exercise of outstanding stock options, as the effect of their inclusion in the computation would be anti-dilutive.

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2.

NOTE RECEIVABLE

In connection with the closing of the framework agreement transactions (the “Framework Agreement Transactions”), on September 29, 2022, SEACOR Marine Capital Inc., a wholly-owned subsidiary of SEACOR Marine (“SEACOR Marine Capital”) purchased all of the outstanding loans under the MexMar Original Facility Agreement for an aggregate amount of $28.8 million, representing par value of the loan using proceeds received from the Framework Agreement Transactions. On the same date, the MexMar Original Facility Agreement was amended and restated in the MexMar Third A&R Facility Agreement pursuant to which, among other things, Mantenimiento Express Marítimo, S.A.P.I. de C.V. (“MexMar”) repaid approximately $8.8 million of the outstanding loan amount and agreed to repay the $20.0 million of the loan that remained outstanding by September 30, 2023 through four quarterly installments of $5.0 million. As of September 30, 2023, the loan balance due from MexMar was repaid in full.

3.

EQUIPMENT ACQUISITIONS AND DISPOSITIONS

During the nine months ended September 30, 2023, capital expenditures were $7.0 million. Equipment deliveries during the nine months ended September 30, 2023 include one FSV. During the nine months ended September 30, 2023, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million. During the nine months ended September 30, 2022, the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million, which included impairment charges of $0.9 million for the FSV classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022.

4.

INVESTMENTS, AT EQUITY AND ADVANCES TO 50% OR LESS OWNED COMPANIES

Investments, at equity, and advances to 50% or less owned companies as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

	Ownership			2023		2022
Seabulk Angola		49.0	%		1,986		1,683
SEACOR Arabia		45.0	%		1,803		1,265
Other	20.0% - 50.0%				68		76
				$	3,857	$	3,024

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5.

LONG-TERM DEBT

The Company’s long-term debt obligations as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

	September 30, 2023			December 31, 2022
Recourse long-term debt(1):
Guaranteed Notes	$	90,000		$	90,000
New Convertible Notes		35,000			35,000
2023 SEACOR Marine Foreign Holdings Credit Facility(2)		122,000			—
2018 SEACOR Marine Foreign Holdings Credit Facility(2)		—			67,910
Sea-Cat Crewzer III Term Loan Facility		14,227			16,703
SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt(2)		—			16,205
SEACOR Delta (f/k/a SEACOSCO) Shipyard Financing		70,869			77,537
SEACOR Alpine Credit Facility(3)		27,100			—
SEACOR Alpine Shipyard Financing(3)		—			27,790
SEACOR 88/888 Term Loan(2)		—			5,500
Tarahumara Shipyard Financing(2)		—			5,597
SEACOR Offshore OSV(2)		—			16,052
Total recourse long-term debt		359,196			358,294
Non-recourse long-term debt(3):
SEACOR 88/888 Term Loan(2)		—			5,500
Total non-recourse long-term debt		—			5,500
Total principal due for long-term debt		359,196			363,794
Current portion due within one year		(28,005	)		(61,512	)
Unamortized debt discount		(34,747	)		(37,511	)
Deferred financing costs		(4,601	)		(4,652	)
Long-term debt, less current portion	$	291,843		$	260,119

(1)

Recourse debt represents debt issued by SEACOR Marine and/or its subsidiaries and guaranteed by SEACOR Marine or one of its operating subsidiaries as provided in the relevant debt agreements.

(2)

Proceeds from the 2023 SEACOR Marine Foreign Holdings Credit Facility, dated September 8, 2023, were used to satisfy in full the 2018 SEACOR Marine Foreign Holdings Credit Facility, the SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt, the SEACOR 88/888 Term Loan, the Tarahumara Shipyard Financing and the SEACOR Offshore OSV debt. See details below.

(3)

Proceeds from the SEACOR Alpine Credit Facility, dated June 16, 2023, were used to satisfy in full the SEACOR Alpine Shipyard Financing. See details below.

(4)

Non-recourse debt represents debt issued by one of the Company’s consolidated subsidiaries with no recourse to SEACOR Marine or its other non-debtor operating subsidiaries with respect to the applicable instrument, other than certain limited support obligations as provided in the respective debt agreements, which in aggregate are not considered to be material to the Company’s business and financial condition.

As of September 30, 2023, the Company was in compliance with all debt covenants and lender requirements.

2023 SEACOR Marine Foreign Holdings Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SEACOR Marine Foreign Holdings Inc. (“SMFH”), as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SEACOR Marine Foreign Holdings Credit Facility” and such agreement, the “2023 SMFH Credit Agreement”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.

The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:

(x) refinance approximately $104.8 million of existing principal indebtedness comprised of: (a) $61.1 million incurred under that certain credit agreement originally dated September 26, 2018 with SMFH, as borrower (the “2018 SEACOR Marine Foreign Holdings Credit Facility”), (b) $11.0 million incurred under that certain credit agreement originally dated July 5, 2018 with SEACOR 88 LLC and SEACOR 888 LLC, as borrowers (the “SEACOR 88/888 Term Loan”), (c) $15.1 million incurred under that certain second amended and restated credit agreement originally dated December 31, 2021 with SEACOR Brave LLC, SEACOR Chief LLC, SEACOR Fearless LLC, SEACOR Courageous LLC and SEACOR Resolute LLC, as borrowers (“SEACOR Offshore OSV Credit Facility”), (d) $13.7 million incurred under that certain financing related to the

13

sale and purchase agreement dated May 31, 2020 with respect to the acquisition of 50% membership interest in SEACOR Offshore Delta LLC (formerly known as SEACOSCO Offshore LLC) (“SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt”), and (e) $3.9 million incurred under that certain loan agreement dated February 25, 2021 with SEACOR Marine LLC as borrower, with respect to the acquisition of the SEACOR Tarahumara, a 2021 build 221’ platform support vessel (“Tarahumara Shipyard Financing”), which payoff amount reflects a 7% discount to book value,

(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 build fast support vessel, previously operated under lease and now pledged as collateral under the 2023 SEACOR Marine Foreign Holdings Credit Facility, and

(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.

The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SEACOR Marine Foreign Holdings Credit Facility bears interest at a fixed rate of 11.75% per annum.

The loan may be prepaid at any time in amounts of $1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00% to 1.00% of the amount prepaid.

The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.

SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Agreement), (B) minimum Equity Ratio (as defined in the 2023 SMFH Credit Agreement) of 35%, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Agreement) of 65%. The 2023 SMFH Credit Facility Guaranty also restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness.

During the three months ended September 30, 2023, the Company expensed of $1.8 million of payments for early terminations fees and $0.2 million of unamortized debt issuance costs related to the debt extinguishment.

14

SEACOR Alpine Credit Facility.

On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly-owned subsidiary of SEACOR Marine, as borrowers, entered into a $28.0 million senior secured term loan facility, by and among the SEACOR Alpine Borrowers, SEACOR Marine, as a guarantor, SEACOR Marine Alpine LLC (“SM Alpine”), and Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “SEACOR Alpine Credit Facility”). The proceeds of the SEACOR Alpine Credit Facility were made available to the SEACOR Alpine Borrowers in three tranches and were used to satisfy in full amounts outstanding under certain shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co. in connection with the newbuild delivery of three Marshall Islands flagged platform supply vessels to the SEACOR Alpine Borrowers during 2019 and 2020. The funds available under the SEACOR Alpine Credit Facility were fully drawn on June 27, 2023.

The SEACOR Alpine Credit Facility matures on June 27, 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $100,000 for the first eight (8) installments, (ii) $140,000 for the following twenty-four (24) installments, and (iii) $100,000 for each installment thereafter until the SEACOR Alpine Maturity Date. The SEACOR Alpine Credit Facility bears interest at a fixed rate of 10.25% per annum. The loan may be prepaid at any time in amounts of $500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5% of the principal amount of the loan being prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date but prior to the third anniversary of the drawdown date, 1.0% of the principal amount of the loan being prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable.

The SEACOR Alpine Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The SEACOR Alpine Credit Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default.

In connection with the SEACOR Alpine Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of the SEACOR Alpine Borrowers under the SEACOR Alpine Credit Agreement and related documents. This guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, and debt-to-capitalization and interest coverage ratios.

On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.

Letters of Credit. As of September 30, 2023, the Company had outstanding letters of credit of $1.1 million securing lease obligations, labor and performance guaranties.

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6.

LEASES

As of September 30, 2023, the Company leased-in one AHTS and certain facilities and other equipment. The leases typically contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. As of September 30, 2023, the remaining lease term of the vessel had a duration of 12 months. The lease terms of certain facilities and other equipment had a duration ranging from two to 279 months.

As of September 30, 2023, future minimum payments for leases for the remainder of 2023 and the years ended December 31, noted below, were as follows (in thousands):

	Operating Leases			Finance Leases
Remainder of 2023	$	489		$	9
2024		1,807			37
2025		687			6
2026		459			—
2027		400			—
Years subsequent to 2027		3,213			—
		7,055			52
Interest component		(1,628	)		(2	)
		5,427			50
Current portion of long-term lease liabilities		1,856			35
Long-term lease liabilities	$	3,571		$	15

For the three and nine months ended September 30, 2023 and 2022 the components of lease expense were as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Operating lease costs	$	551	$	967	$	1,661	$	2,664
Finance lease costs:
Amortization of finance lease assets (1)		135		162		456		384
Interest on finance lease liabilities (2)		58		73		201		174
Short-term lease costs		100		201		408		572
	$	844	$	1,403	$	2,726	$	3,794

(1)

Included in amortization costs in the consolidated statements of income (loss).

(2)

Included in interest expense in the consolidated statements of income (loss).

For the nine months ended September 30, 2023 supplemental cash flow information related to leases was as follows (in thousands):

	2023
Operating cash outflows from operating leases	$	1,805
Financing cash outflows from finance leases		522
Right-of-use assets obtained for operating lease liabilities		348
Right-of-use assets obtained for finance lease liabilities		—

For the nine months ended September 30, 2023 other information related to leases was as follows:

	2023
Weighted average remaining lease term, in years - operating leases		10.1
Weighted average remaining lease term, in years - finance leases		1.4
Weighted average discount rate - operating leases		6.7	%
Weighted average discount rate - finance leases		4.0	%

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7.

INCOME TAXES

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the nine months ended September 30, 2023:

Statutory rate	(21.00	)%
Foreign taxes, including withholding taxes	33.02	%
Subpart F	2.20	%
Other	1.10	%
Effective income tax rate	15.32	%

8.

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Derivative instruments are classified as either assets, which are included in other receivables in the accompanying consolidated balance sheets, or liabilities based on their individual fair values. The fair values of the Company’s derivative instruments were as follows (in thousands):

	September 30, 2023				December 31, 2022
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Interest rate swap agreements (cash flow hedges)	$	—	$	—	$	526	$	—

Economic Hedges. The Company may enter and settle forward currency exchange, option and future contracts with respect to various foreign currencies. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the U.S. The Company generally does not enter into contracts with forward settlement dates beyond 12 to 18 months. As of September 30, 2023, the Company had no open forward currency exchange contracts.

Cash Flow Hedges. The Company may have interest rate swap agreements designated as cash flow hedges. By entering into interest rate swap agreements, the Company can convert the variable interest component of certain of their outstanding borrowings to a fixed interest rate. The Company recognized losses on derivative instruments designated as cash flow hedges of $0.5 million for the nine months ended September 30, 2023 and gains of $2.3 million for the nine months ended September 30, 2022, respectively, as a component of other comprehensive income (loss). As of September 30, 2023, there were no interest rate swaps held by the Company.

Other Derivative Instruments. The Company had no derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2023 and recognized gains on derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2022 as follows (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Conversion option liability on Old Convertible Notes	$	—	$	1	$	—	$	—

The conversion option liability related to the bifurcated embedded conversion option in the Old Convertible Notes, issued to investment funds managed and controlled by The Carlyle Group, were exchanged for the New Convertible Notes during the fourth quarter of 2022.

9.

FAIR VALUE MEASUREMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction

17

between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company’s financial assets and liabilities as of September 30, 2023 and December 31, 2022 that are measured at fair value on a recurring basis were as follows (in thousands):

September 30, 2023	Level 1		Level 2		Level 3
ASSETS
Derivative instruments	$	—	$	—	$	—
December 31, 2022
ASSETS
Derivative instruments	$	—	$	526	$	—

The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2023 and December 31, 2022 were as follows (in thousands):

			Estimated Fair Value
September 30, 2023	Carrying Amount		Level 1		Level 2		Level 3
ASSETS
Cash, cash equivalents and restricted cash	$	58,636	$	58,636	$	—	$	—
LIABILITIES
Long-term debt, including current portion		319,848		—		304,706		—
December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	43,045	$	43,045	$	—	$	—
LIABILITIES
Long-term debt, including current portion		321,631		—		314,979		—

The carrying value of cash, cash equivalents and restricted cash approximates fair value. The fair value of the Company’s long-term debt was estimated based upon quoted market prices or by using discounted cash flow analysis based on estimated current rates for similar types of arrangements. Considerable judgment was required in developing certain of the estimates of fair value, and, accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

Property and equipment. During the nine months ended September 30, 2023, the Company recognized impairment charges of $0.3 million for one leased-in AHTS to adjust for indicative future cash flows. During the year ended December 31, 2022, the Company recognized impairment charges totaling $2.9 million. The Company recorded impairment charges of $0.9 million for one FSV classified as held for sale and sold during 2022. In addition, the Company recorded impairment charges of $0.7 million for one leased-in AHTS as it is not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment and classified such equipment as assets held for sale, which was subsequently sold in the first quarter of 2023.

18

10.

WARRANTS

In connection with various transactions, the Company issued 2,560,456 warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (“Warrants”). As of September 30, 2023, 1,321,968 Warrants remain outstanding, which are comprised entirely of warrants issued to funds affiliated with The Carlyle Group.

11.

COMMITMENTS AND CONTINGENCIES

As of September 30, 2023, the Company had unfunded capital commitments of $1.0 million for miscellaneous vessel equipment payable during 2024. The Company has indefinitely deferred an additional $9.2 million of orders with respect to one FSV.

In December 2015, the Brazilian Federal Revenue Office issued a tax-deficiency notice to Seabulk Offshore do Brasil Ltda, an indirect wholly-owned subsidiary of SEACOR Marine (“Seabulk Offshore do Brasil”), with respect to certain profit participation contributions (also known as “PIS”) and social security financing contributions (also known as “COFINS”) requirements alleged to be due from Seabulk Offshore do Brasil (“Deficiency Notice”) in respect of the period of January 2011 until December 2012. In January 2016, the Company administratively appealed the Deficiency Notice on the basis that, among other arguments, (i) such contributions were not applicable in the circumstances of a 70%/30% cost allocation structure, and (ii) the tax inspector had incorrectly determined that values received from outside of Brazil could not be classified as expense refunds. The initial appeal was dismissed by the Brazilian Federal Revenue Office and the Company appealed such dismissal and is currently awaiting an administrative trial. A local Brazilian law has been enacted that supports the Company’s position that such contribution requirements are not applicable, but it is uncertain whether such law will be taken into consideration with respect to administrative proceedings commenced prior to the enactment of the law. Accordingly, the success of Seabulk Offshore do Brasil in the administrative proceedings cannot be assured and the matter may need to be addressed through judicial court proceedings. The potential levy arising from the Deficiency Notice is R$22.6 million based on a historical potential levy of R$12.87 million (USD $4.5 million and USD $2.6 million, respectively, based on the exchange rate as of September 30, 2023).

On April 13, 2021, the SEACOR Power, a liftboat owned by a subsidiary of the Company with nineteen individuals on board, capsized off the coast of Port Fourchon, Louisiana. The incident resulted in the death of several crew members, including the captain of the vessel and five other employees of the Company. The incident also resulted in the constructive total loss of the SEACOR Power. In coordination with the U.S. Coast Guard (“USCG”), the Company has completed the salvage operations related to the vessel and the associated salvage costs were covered by insurance proceeds.

The National Transportation Safety Board (“NTSB”) and the USCG have each conducted an investigation to determine the cause of the incident and released their respective final reports. The NTSB’s report determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits. The NTSB further determined that contributing to the loss of life on the vessel was the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts. The USCG’s report is consistent with the determinations of the NTSB.

Numerous civil lawsuits have been filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by third parties. On June 2, 2021, the Company filed a Limitation of Liability Act complaint in federal court in the Eastern District of Louisiana (“Limitation Action”), which had the effect of enjoining all existing civil lawsuits and requiring the plaintiffs to file their claims relating to the capsizing of the SEACOR Power in the Limitation Action. Nearly all injury and death claims in the Limitation Action for which the Company has financial exposure

19

have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance.

In the normal course of its business, the Company becomes involved in various other litigation matters including, among others, claims by third parties for alleged property damages and personal injuries. Management has used estimates in determining the Company’s potential exposure to these matters and has recorded reserves in its financial statements related thereto where appropriate. It is possible that a change in the Company’s estimates of that exposure could occur, but the Company does not expect that such changes in estimated costs would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the United Kingdom: the U.K Merchant Navy Officers Pension Fund (“MNOPF”) and the U.K. Merchant Navy Ratings Pension Fund (“MNRPF”). The Company’s participation in the MNOPF began with the acquisition of the Stirling group of companies (the “Stirling Group”) in 2001 and relates to certain officers employed between 1978 and 2002 by the Stirling Group and/or its predecessors. The Company’s participation in the MNRPF also began with the acquisition of the Stirling Group in 2001 and relates to ratings employed by the Stirling Group and/or its predecessors through today. Both of these plans are in deficit positions and, depending upon the results of future actuarial valuations, it is possible that the plans could experience funding deficits that will require the Company to recognize payroll related operating expenses in the periods invoices are received. As of September 30, 2023, all invoices related to MNOPF and MNRPF have been settled in full.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional liabilities for the MNRPF. The MNRPF has indicated that the investigations into these issues remain ongoing, and that further updates will be provided as significant developments arise. Should such additional liabilities require the MNRPF to collect additional funds from participating employers, it is possible that the Company will be invoiced for a portion of such funds and recognize payroll related operating expenses in the periods invoices are received.

12.

STOCK BASED COMPENSATION

Transactions in connection with the Company’s Equity Incentive Plans during the nine months ended September 30, 2023 were as follows:

Restricted Stock Activity:
Outstanding as of December 31, 2022	1,682,193
Granted	660,307
Vested	(685,416	)
Forfeited	(15,000	)
Outstanding as of September 30, 2023 (1)	1,642,084
Stock Option Activity:
Outstanding as of December 31, 2022	1,026,865
Granted	—
Exercised	(834	)
Forfeited	—
Outstanding as of September 30, 2023	1,026,031

(1)

Excludes 156,620 grants of performance-based stock units that are not considered outstanding until such time that they become probable to vest.

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For the nine months ended September 30, 2023, the Company acquired for treasury 232,239 shares of Common Stock from its directors and/or employees to cover their tax withholding obligations upon the lapsing of restrictions on share awards for an aggregate purchase price of $2.4 million. These shares were purchased in accordance with the terms of the Company’s 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.

13.

SEGMENT INFORMATION

The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2022 Annual Report. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments for the periods indicated (in thousands):

	United States (primarily Gulf of Mexico)		Africa and Europe		Middle East and Asia		Latin America			Total
For the Three Months Ended September 30, 2023
Operating Revenues:
Time charter	$	16,236	$	22,528	$	16,087	$	13,817		$	68,668
Bareboat charter		—		—		—		368			368
Other marine services		5,444		815		103		176			6,538
		21,680		23,343		16,190		14,361			75,574
Direct Costs and Expenses:
Operating:
Personnel		6,712		5,089		5,157		2,985			19,943
Repairs and maintenance		1,560		2,214		2,623		1,021			7,418
Drydocking		462		320		1,056		(70	)		1,768
Insurance and loss reserves		332		573		711		217			1,833
Fuel, lubes and supplies		958		2,573		743		773			5,047
Other		341		1,320		779		367			2,807
		10,365		12,089		11,069		5,293			38,816
Direct Vessel Profit	$	11,315	$	11,254	$	5,121	$	9,068			36,758
Other Costs and Expenses:
Lease expense	$	116	$	372	$	59	$	104			651
Administrative and general											12,300
Depreciation and amortization		3,810		3,821		3,721		2,110			13,462
											26,413
Losses on asset dispositions and impairments, net											(512	)
Operating income										$	9,833

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	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Nine Months Ended September 30, 2023
Operating Revenues:
Time charter	$	28,921		$	65,938		$	48,678		$	41,350		$	184,887
Bareboat charter		—			—			—			1,092			1,092
Other marine services		12,279			(1,056	)		3,318			1,918			16,459
		41,200			64,882			51,996			44,360			202,438
Direct Costs and Expenses:
Operating:
Personnel		19,204			14,427			15,264			10,795			59,690
Repairs and maintenance		4,327			6,817			4,519			3,559			19,222
Drydocking		2,011			1,648			(723	)		1,101			4,037
Insurance and loss reserves		2,455			1,311			2,616			630			7,012
Fuel, lubes and supplies		2,665			6,207			2,310			2,322			13,504
Other		899			4,356			2,340			1,331			8,926
		31,561			34,766			26,326			19,738			112,391
Direct Vessel Profit	$	9,639		$	30,116		$	25,670		$	24,622			90,047
Other Costs and Expenses:
Lease expense	$	395		$	1,209		$	202		$	263			2,069
Administrative and general														37,636
Depreciation and amortization		11,206			11,599			11,117			6,877			40,799
														80,504
Gains on asset dispositions and impairments, net														3,352
Operating income													$	12,895
As of September 30, 2023
Property and Equipment:
Historical Cost	$	215,592		$	272,312		$	285,721		$	162,895		$	936,520
Accumulated Depreciation		(96,597	)		(89,338	)		(98,481	)		(34,133	)		(318,549	)
	$	118,995		$	182,974		$	187,240		$	128,762		$	617,971
Total Assets (1)	$	155,613		$	212,048		$	210,401		$	147,479		$	725,541

(1)

Total assets by region does not include corporate assets of $54.8 million as of September 30, 2023.

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	United States (primarily Gulf of Mexico)		Africa and Europe		Middle East and Asia			Latin America		Total
For the Three Months Ended September 30, 2022
Operating Revenues:
Time charter	$	17,075	$	17,551	$	11,712		$	10,162	$	56,500
Bareboat charter		—		—		—			332		332
Other marine services		2,161		60		319			419		2,959
		19,236		17,611		12,031			10,913		59,791
Direct Costs and Expenses:
Operating:
Personnel		7,243		4,694		5,384			2,831		20,152
Repairs and maintenance		2,002		2,110		1,776			1,489		7,377
Drydocking		1,549		383		3,113			1		5,046
Insurance and loss reserves		1,382		359		762			347		2,850
Fuel, lubes and supplies		1,143		2,284		1,426			563		5,416
Other		314		1,580		878			393		3,165
		13,633		11,410		13,339			5,624		44,006
Direct Vessel Profit (Loss)	$	5,603	$	6,201	$	(1,308	)	$	5,289		15,785
Other Costs and Expenses:
Lease expense	$	278	$	455	$	35		$	400		1,168
Administrative and general											9,978
Depreciation and amortization		4,332		3,461		3,974			1,987		13,754
											24,900
Losses on asset dispositions and impairments, net											(1,783	)
Operating loss										$	(10,898	)

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	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Nine Months Ended September 30, 2022
Operating Revenues:
Time charter	$	34,698		$	44,761		$	39,278		$	30,008		$	148,745
Bareboat charter		—			—			—			998			998
Other		6,612			516			828			1,700			9,656
		41,310			45,277			40,106			32,706			159,399
Direct Costs and Expenses:
Operating:
Personnel		17,939			11,756			17,106			10,132			56,933
Repairs and maintenance		4,383			6,327			6,153			5,685			22,548
Drydocking		8,506			1,661			6,325			1			16,493
Insurance and loss reserves		2,809			812			2,017			943			6,581
Fuel, lubes and supplies		2,599			5,247			3,754			1,895			13,495
Other		819			5,279			3,718			1,781			11,597
		37,055			31,082			39,073			20,437			127,647
Direct Vessel Profit	$	4,255		$	14,195		$	1,033		$	12,269			31,752
Other Costs and Expenses:
Lease expense	$	860		$	1,313		$	104		$	959			3,236
Administrative and general														30,112
Depreciation and amortization		13,532			10,025			12,548			6,228			42,333
														75,681
Gains on asset dispositions and impairments, net														381
Operating loss													$	(43,548	)
As of September 30, 2022
Property and Equipment:
Historical Cost	$	259,472		$	247,967		$	305,880		$	179,104		$	992,423
Accumulated Depreciation		(122,340	)		(80,069	)		(91,906	)		(27,583	)		(321,898	)
	$	137,132		$	167,898		$	213,974		$	151,521		$	670,525
Total Assets (1)	$	177,463		$	187,495		$	231,165		$	167,021		$	763,144

(1)

Total assets by region does not include corporate assets of $79.8 million as of September 30, 2022.

The Company’s investments in 50% or less owned companies, which are accounted for under the equity method, also contribute to its consolidated results of operations. As of September 30, 2023, and 2022, the Company’s investments, at equity and advances to 50% or less owned companies in its other 50% or less owned companies were $3.9 million and $1.9 million, respectively. Equity in earnings of 50% or less owned companies for the nine months ended September 30, 2023 and 2022 were $3.2 million and $5.8 million, respectively.

14.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined that there have been no material events that have occurred that are not properly recognized and/or disclosed in the consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Form 10-Q includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s 2022 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q. However, it should be understood that it is not possible to identify or predict all such risks, uncertainties and factors, and others may arise from time to time. All of these forward-looking statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the United States Securities and Exchange Commission.

The following Management’s Discussion and Analysis (the “MD&A”) is intended to help the reader understand the Company’s financial condition and results of operations. The MD&A is provided as a supplement to and should be read in conjunction with the unaudited consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the 2022 Annual Report.

Overview

The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of September 30, 2023, the Company operated a diverse fleet of 59 support vessels, of which 57 were owned or leased-in, and two were managed on behalf of unaffiliated third parties. The primary users of the Company’s services are major integrated national and international oil companies, independent oil and natural gas exploration and production companies, oil field service and construction companies, as well as offshore wind farm operators and offshore wind farm installation and maintenance companies.

The Company operates and manages a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations, including offshore wind farms, (ii) assist offshore operations for production and storage facilities, (iii) provide construction, well work-over, offshore wind farm installation and decommissioning support, (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair and (v) handle anchors and mooring equipment for offshore rigs and platforms. Additionally, the Company’s vessels provide emergency response services and accommodations for technicians and specialists.

The Company operates its fleet in four principal geographic regions: the U.S., primarily in the Gulf of Mexico; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. In addition, the Company’s vessels are redeployed among geographic regions, subject to flag restrictions, as changes in market conditions dictate.

Significant items affecting our results of operations

The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little

25

reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.

Offshore oil and natural gas market conditions are highly volatile. Prices deteriorated beginning in the second half of 2014 and continued to deteriorate when oil prices hit a 13-year low of less than $27 per barrel (on the New York Mercantile Exchange) in February 2016. Oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time. Oil prices have steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel at points during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but have recently decreased to the $91 per barrel range.

While the Company has experienced difficult market conditions over the past few years due to low and volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital spending budget reductions, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about potential new charters.

Low oil prices and the subsequent decline in offshore exploration have forced many operators in the industry to restructure or liquidate assets. The Company continues to closely monitor the delivery of newly built offshore support vessels to the industry-wide fleet, which in the recent past contributed to an oversaturated market, thereby further lowering the demand for the Company’s existing offshore support vessel fleet. A combination of (i) low customer exploration and drilling activity levels, and (ii) excess supply of offshore support vessels whether from laid up fleets or newly built vessels could, in isolation or together, have a material adverse effect on the Company’s business, financial position, results of operations, cash flows and growth prospects.

Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers during the recent industry downturn leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farms support as the industry grows. While the Company expects that alternative forms of energy will continue to grow and add to the world’s energy mix, especially as governments, supranational groups and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas. Some alternative forms of energy such as offshore wind farms support some of the Company’s businesses and the Company expects such support to increase as development of renewable energy expands.

The Company adheres to a strategy of cold-stacking vessels (removing from active service) during periods of weak utilization in order to reduce the daily running costs of operating the fleet, primarily personnel, repairs and maintenance costs, as well as to defer some drydocking costs into future periods. The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related docking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked. Cold-stacked vessels are returned to active service when market conditions improve, or management anticipates improvement, typically leading to increased costs for drydocking, personnel, repair and maintenance in the periods immediately preceding the vessels’ return to active service. Depending on market conditions, vessels with similar characteristics and capabilities may be rotated between active service and cold-stack. On an ongoing basis, the Company reviews its cold-stacked vessels to determine if any should be designated as retired and removed from service based on the vessel’s physical condition, the expected costs to reactivate and restore class certification, if any, and its viability

26

to operate within current and projected market conditions. As of September 30, 2023, two of the Company’s 59 owned and leased-in vessels was cold-stacked. In addition, the Company had two vessels classified as held for sale as of September 30, 2023.

Recent Developments

2023 SEACOR Marine Foreign Holdings Credit Facility.

On September 8, 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SEACOR Marine Foreign Holdings Credit Facility” and such agreement, the “2023 SMFH Credit Agreement”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.

The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:

(x) refinance approximately $104.8 million of existing principal indebtedness comprised of: (a) $61.1 million incurred under the 2018 SEACOR Marine Foreign Holdings Credit Facility, (b) $11.0 million incurred under the SEACOR 88/888 Term Loan, (c) $15.1 million incurred under the SEACOR Offshore OSV Credit Facility, (d) $13.7 million incurred under the SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt, and (e) $3.9 million incurred under the Tarahumara Shipyard Financing, which payoff amount reflects a 7% discount to book value,

(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 build fast support vessel, previously operated under lease and now pledged as collateral under the 2023 SEACOR Marine Foreign Holdings Credit Facility, and

(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.

The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SEACOR Marine Foreign Holdings Credit Facility bears interest at a fixed rate of 11.75% per annum.

The loan may be prepaid at any time in amounts of $1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00% to 1.00% of the amount prepaid.

The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.

SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Agreement), (B) minimum

27

Equity Ratio (as defined in the 2023 SMFH Credit Agreement) of 35%, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Agreement) of 65%. The 2023 SMFH Credit Facility Guaranty also restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness.

SEACOR Alpine Credit Facility.

On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly-owned subsidiary of SEACOR Marine, as borrowers, entered into a $28.0 million senior secured term loan facility, by and among the SEACOR Alpine Borrowers, SEACOR Marine, as a guarantor, SEACOR Marine Alpine LLC (“SM Alpine”), and Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “SEACOR Alpine Credit Facility”). The proceeds of the SEACOR Alpine Credit Facility were made available to the SEACOR Alpine Borrowers in three tranches and were used to satisfy in full amounts outstanding under certain shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co. in connection with the newbuild delivery of three Marshall Islands flagged platform supply vessels to the SEACOR Alpine Borrowers during 2019 and 2020. The funds available under the SEACOR Alpine Credit Facility were fully drawn on June 27, 2023.

The SEACOR Alpine Credit Facility matures on June 27, 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $100,000 for the first eight (8) installments, (ii) $140,000 for the following twenty-four (24) installments, and (iii) $100,000 for each installment thereafter until the SEACOR Alpine Maturity Date. The SEACOR Alpine Credit Facility bears interest at a fixed rate of 10.25% per annum. The loan may be prepaid at any time in amounts of $500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5% of the principal amount of the loan being prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date but prior to the third anniversary of the drawdown date, 1.0% of the principal amount of the loan being prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable.

The SEACOR Alpine Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, including the maintenance of certain ratios such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The SEACOR Alpine Credit Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default.

In connection with the SEACOR Alpine Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of the SEACOR Alpine Borrowers under the SEACOR Alpine Credit Agreement and related documents. This guaranty includes, among other customary covenants, various financial covenants, including minimum liquidity, and debt-to-capitalization and interest coverage ratios.

On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.

28

At the Market Offering.

On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (the “sales agent”), relating to the issuance and sale from time to time by SEACOR Marine (the “ATM Offering”), through the sales agent, of shares of SEACOR Marine’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). For further details with respect to the ATM Offering, see “Part II. Item 5. “Other Information” elsewhere in this Quarterly Report on Form 10-Q.

29

Consolidated Results of Operations

The sections below provide an analysis of the Company’s results of operations for the three and nine months (“Current Year Quarter” and “Current Year Nine Months”) ended September 30, 2023 compared with the three and nine months (“Prior Year Quarter” and “Prior Year Nine Months”) ended September 30, 2022. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2022, in the Company’s results of operations. For the periods indicated, the Company’s consolidated results of operations were as follows (in thousands, except statistics):

	Three Months Ended September 30,										Nine Months Ended September 30,
	2023					2022					2023					2022
Time Charter Statistics:
Average Rates Per Day	$	18,046				$	13,340				$	15,852					12,305
Fleet Utilization		73	%				79	%				76	%				75	%
Fleet Available Days		5,182					5,336					15,349					16,047
Operating Revenues:
Time charter	$	68,668		91	%	$	56,500		94	%	$	184,887		91	%	$	148,745		93	%
Bareboat charter		368		0	%		332		1	%		1,092		1	%		998		1	%
Other marine services		6,538		9	%		2,959		5	%		16,459		8	%		9,656		6	%
		75,574		100	%		59,791		100	%		202,438		100	%		159,399		100	%
Costs and Expenses:
Operating:
Personnel		19,943		26	%		20,152		34	%		59,690		30	%		56,933		36	%
Repairs and maintenance		7,418		10	%		7,377		12	%		19,222		10	%		22,548		14	%
Drydocking		1,768		2	%		5,046		8	%		4,037		2	%		16,493		10	%
Insurance and loss reserves		1,833		2	%		2,850		5	%		7,012		3	%		6,581		4	%
Fuel, lubes and supplies		5,047		7	%		5,416		9	%		13,504		7	%		13,495		8	%
Other		2,807		4	%		3,165		5	%		8,926		4	%		11,597		7	%
		38,816		51	%		44,006		74	%		112,391		56	%		127,647		80	%
Lease expense - operating		651		1	%		1,168		2	%		2,069		1	%		3,236		2	%
Administrative and general		12,300		16	%		9,978		17	%		37,636		19	%		30,112		19	%
Depreciation and amortization		13,462		18	%		13,754		23	%		40,799		20	%		42,333		27	%
		65,229		86	%		68,906		115	%		192,895		95	%		203,328		128	%
(Losses) Gains on Asset Dispositions and Impairments, Net		(512	)	(1	)%		(1,783	)	(3	)%		3,352		2	%		381		0	%
Operating Income (Loss)		9,833		13	%		(10,898	)	(18	)%		12,895		6	%		(43,548	)	(27	)%
Other Expense, Net		(10,629	)	(14	)%		(4,783	)	(8	)%		(28,699	)	(14	)%		(16,231	)	(10	)%
Loss Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies		(796	)	(1	)%		(15,681	)	(26	)%		(15,804	)	(8	)%		(59,779	)	(38	)%
Income Tax Expense		2,360		3	%		8,418		14	%		2,421		1	%		4,363		3	%
Loss Before Equity in Earnings of 50% or Less Owned Companies		(3,156	)	(4	)%		(24,099	)	(40	)%		(18,225	)	(9	)%		(64,142	)	(40	)%
Equity in Earnings (Losses) of 50% or Less Owned Companies		2,273		3	%		(254	)	(0	)%		3,182		2	%		5,835		4	%
Net Loss		(883	)	(1	)%		(24,353	)	(41	)%		(15,043	)	(7	)%		(58,307	)	(37	)%
Net (Loss) Income attributable to Noncontrolling Interests in Subsidiaries		—		—	%		(2	)	(0	)%		—		—	%		1		0	%
Net Loss attributable to SEACOR Marine Holdings Inc.	$	(883	)	(1	)%	$	(24,351	)	(41	)%	$	(15,043	)	(7	)%	$	(58,308	)	(37	)%

Direct Vessel Profit. Direct vessel profit (defined as operating revenues less operating expenses excluding leased-in equipment, “DVP”) is the Company’s measure of segment profitability. DVP is a critical financial measure used by the Company to analyze and compare the operating performance of its regions, without regard to financing decisions (depreciation and interest expense for owned vessels vs. lease expense for leased-in vessels). See “Note 13. Segment Information” to the Unaudited Consolidated Financial Statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

30

The following tables summarize the operating results and property and equipment for the Company’s reportable segments for the periods indicated (in thousands, except statistics):

	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Three Months Ended September 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	23,663		$	15,388		$	16,313		$	20,656			18,046
Fleet Utilization		57	%		84	%		67	%		87	%		73	%
Fleet Available Days		1,196			1,748			1,472			766			5,182
Operating Revenues:
Time charter	$	16,236		$	22,528		$	16,087		$	13,817		$	68,668
Bareboat charter		—			—			—			368			368
Other marine services		5,444			815			103			176			6,538
		21,680			23,343			16,190			14,361			75,574
Direct Costs and Expenses:
Operating:
Personnel		6,712			5,089			5,157			2,985			19,943
Repairs and maintenance		1,560			2,214			2,623			1,021			7,418
Drydocking		462			320			1,056			(70	)		1,768
Insurance and loss reserves		332			573			711			217			1,833
Fuel, lubes and supplies		958			2,573			743			773			5,047
Other		341			1,320			779			367			2,807
		10,365			12,089			11,069			5,293			38,816
Direct Vessel Profit	$	11,315		$	11,254		$	5,121		$	9,068			36,758
Other Costs and Expenses:
Lease expense	$	116		$	372		$	59		$	104			651
Administrative and general														12,300
Depreciation and amortization		3,810			3,821			3,721			2,110			13,462
														26,413
Losses on asset dispositions and impairments, net														(512	)
Operating income													$	9,833

31

	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Nine Months Ended September 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	20,317		$	14,417		$	14,240		$	18,393		$	15,852
Fleet Utilization		43	%		88	%		78	%		90	%		76	%
Fleet Available Days		3,291			5,187			4,368			2,503			15,349
Operating Revenues:
Time charter	$	28,921		$	65,938		$	48,678		$	41,350		$	184,887
Bareboat charter		—			—			—			1,092			1,092
Other marine services		12,279			(1,056	)		3,318			1,918			16,459
		41,200			64,882			51,996			44,360			202,438
Direct Costs and Expenses:
Operating:
Personnel		19,204			14,427			15,264			10,795			59,690
Repairs and maintenance		4,327			6,817			4,519			3,559			19,222
Drydocking		2,011			1,648			(723	)		1,101			4,037
Insurance and loss reserves		2,455			1,311			2,616			630			7,012
Fuel, lubes and supplies		2,665			6,207			2,310			2,322			13,504
Other		899			4,356			2,340			1,331			8,926
		31,561			34,766			26,326			19,738			112,391
Direct Vessel Profit	$	9,639		$	30,116		$	25,670		$	24,622			90,047
Other Costs and Expenses:
Lease expense	$	395		$	1,209		$	202		$	263			2,069
Administrative and general														37,636
Depreciation and amortization		11,206			11,599			11,117			6,877			40,799
														80,504
Gains on asset dispositions and impairments, net														3,352
Operating income													$	12,895
As of September 30, 2023
Property and Equipment:
Historical cost	$	215,592		$	272,312		$	285,721		$	162,895		$	936,520
Accumulated depreciation		(96,597	)		(89,338	)		(98,481	)		(34,133	)		(318,549	)
	$	118,995		$	182,974		$	187,240		$	128,762		$	617,971
Total Assets (1)	$	155,613		$	212,048		$	210,401		$	147,479		$	725,541

(1)

Total assets by region does not include corporate assets of $54.8 million as of September 30, 2023.

32

	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Three Months Ended September 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	21,551		$	11,813		$	9,507		$	14,010		$	13,340
Fleet Utilization		58	%		91	%		79	%		93	%		79	%
Fleet Available Days		1,363			1,629			1,564			780			5,336
Operating Revenues:
Time charter	$	17,075		$	17,551		$	11,712		$	10,162		$	56,500
Bareboat charter		—			—			—			332			332
Other		2,161			60			319			419			2,959
		19,236			17,611			12,031			10,913			59,791
Direct Costs and Expenses:
Operating:
Personnel		7,243			4,694			5,384			2,831			20,152
Repairs and maintenance		2,002			2,110			1,776			1,489			7,377
Drydocking		1,549			383			3,113			1			5,046
Insurance and loss reserves		1,382			359			762			347			2,850
Fuel, lubes and supplies		1,143			2,284			1,426			563			5,416
Other		314			1,580			878			393			3,165
		13,633			11,410			13,339			5,624			44,006
Direct Vessel Profit (Loss)	$	5,603		$	6,201		$	(1,308	)	$	5,289			15,785
Other Costs and Expenses:
Lease expense	$	278		$	455		$	35		$	400			1,168
Administrative and general														9,978
Depreciation and amortization		4,332			3,461			3,974			1,987			13,754
														24,900
Losses on asset dispositions and impairments, net														(1,783	)
Operating loss													$	(10,898	)

33

	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia (2)			Latin America			Total
For the Nine Months Ended September 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	18,806		$	11,089		$	9,694		$	13,927		$	12,305
Fleet Utilization		47	%		86	%		81	%		90	%		75	%
Fleet Available Days		3,955			4,695			5,015			2,382			16,047
Operating Revenues:
Time charter	$	34,698		$	44,761		$	39,278		$	30,008		$	148,745
Bareboat charter		—			—			—			998			998
Other		6,612			516			828			1,700			9,656
		41,310			45,277			40,106			32,706			159,399
Direct Costs and Expenses:
Operating:
Personnel		17,939			11,756			17,106			10,132			56,933
Repairs and maintenance		4,383			6,327			6,153			5,685			22,548
Drydocking		8,506			1,661			6,325			1			16,493
Insurance and loss reserves		2,809			812			2,017			943			6,581
Fuel, lubes and supplies		2,599			5,247			3,754			1,895			13,495
Other		819			5,279			3,718			1,781			11,597
		37,055			31,082			39,073			20,437			127,647
Direct Vessel Profit	$	4,255		$	14,195		$	1,033		$	12,269			31,752
Other Costs and Expenses:
Lease expense	$	860		$	1,313		$	104		$	959			3,236
Administrative and general														30,112
Depreciation and amortization		13,532			10,025			12,548			6,228			42,333
														75,681
Gains on asset dispositions and impairments, net														381
Operating loss													$	(43,548	)
As of September 30, 2022
Property and Equipment:
Historical cost	$	259,472		$	247,967		$	305,880		$	179,104		$	992,423
Accumulated depreciation		(122,340	)		(80,069	)		(91,906	)		(27,583	)		(321,898	)
	$	137,132		$	167,898		$	213,974		$	151,521		$	670,525
Total Assets (1)	$	177,463		$	187,495		$	231,165		$	167,021		$	763,144

(1)

Total assets by region does not include corporate assets of $79.8 million as of September 30, 2022.

(2)

In the second quarter of 2022, the Company removed from service one specialty vessel in this region. Regional statistics reflect the removed from service status of this vessel.

34

For additional information, the following tables summarize the worldwide operating results and property and equipment for each of the Company’s vessel classes for the periods indicated (in thousands, except statistics):

	AHTS (1)			FSV (2)			PSV (3)			Liftboats			Other activity			Total
For the Three Months Ended September 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	9,947		$	11,441		$	19,528		$	39,419		$	—		$	18,046
Fleet Utilization		50	%		79	%		78	%		59	%		—	%		73	%
Fleet Available Days		368			2,116			1,870			828			—			5,182
Operating Revenues:
Time charter	$	1,831		$	19,135		$	28,580		$	19,122		$	—		$	68,668
Bareboat charter		—			—			368			—			—			368
Other marine services		818			157			149			4,538			876			6,538
		2,649			19,292			29,097			23,660			876			75,574
Direct Costs and Expenses:
Operating:
Personnel		1,019			5,144			8,793			4,983			4			19,943	��
Repairs and maintenance		484			2,787			2,504			1,643			—			7,418
Drydocking		747			870			232			(81	)		—			1,768
Insurance and loss reserves		88			185			682			1,148			(270	)		1,833
Fuel, lubes and supplies		428			1,501			2,352			766			—			5,047
Other		266			1,057			1,214			273			(3	)		2,807
		3,032			11,544			15,777			8,732			(269	)		38,816
Other Costs and Expenses:
Lease expense	$	331		$	—		$	—		$	—		$	320			651
Administrative and general																	12,300
Depreciation and amortization		249			5,002			4,073			4,099			39			13,462
																	26,413
Losses on asset dispositions and impairments, net																	(512	)
Operating income																$	9,833

(1)

Anchor handling towing supply vessels (“AHTS”).

(2)

Fast support vessels (“FSVs”).

(3)

Platform support vessels (“PSVs”).

35

	AHTS			FSV			PSV			Liftboats			Other activity			Total
For the Nine Months Ended September 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	9,278		$	11,110		$	17,415		$	36,595		$	—		$	15,852
Fleet Utilization		72	%		87	%		76	%		49	%		—	%		76	%
Fleet Available Days		1,123			6,279			5,490			2,457			—			15,349
Operating Revenues:
Time charter	$	7,508		$	60,870		$	72,838		$	43,671		$	—		$	184,887
Bareboat charter		—			—			1,092			—			—			1,092
Other marine services		532			(738	)		1,008			12,669			2,988			16,459
		8,040			60,132			74,938			56,340			2,988			202,438
Direct Costs and Expenses:
Operating:
Personnel		3,083			15,088			26,380			15,116			23			59,690
Repairs and maintenance		886			5,788			8,977			3,614			(43	)		19,222
Drydocking		1,298			2,340			853			(373	)		(81	)		4,037
Insurance and loss reserves		234			856			1,522			4,473			(73	)		7,012
Fuel, lubes and supplies		1,096			3,991			6,807			1,604			6			13,504
Other		756			3,240			4,368			546			16			8,926
		7,353			31,303			48,907			24,980			(152	)		112,391
Other Costs and Expenses:
Lease expense	$	994		$	—		$	—		$	—		$	1,075			2,069
Administrative and general																	37,636
Depreciation and amortization		845			14,900			12,407			12,528			119			40,799
																	80,504
Gains on asset dispositions and impairments, net																	3,352
Operating income																$	12,895
As of September 30, 2023
Property and Equipment:
Historical cost	$	12,669		$	358,621		$	301,523		$	244,529		$	19,178		$	936,520
Accumulated depreciation		(4,959	)		(144,869	)		(49,088	)		(101,014	)		(18,619	)		(318,549	)
	$	7,710		$	213,752		$	252,435		$	143,515		$	559		$	617,971

	AHTS			FSV			PSV			Liftboats			Other activity			Total
For the Three Months Ended September 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	8,848		$	9,907		$	13,772		$	27,447		$	—		$	13,340
Fleet Utilization		67	%		90	%		78	%		65	%		—	%		79	%
Fleet Available Days		552			2,116			1,840			828			—			5,336
Operating Revenues:
Time charter	$	3,256		$	18,837		$	19,687		$	14,720		$	—		$	56,500
Bareboat charter		—			—			332			—			—			332
Other marine services		(183	)		(15	)		720			1,421			1,016			2,959
		3,073			18,822			20,739			16,141			1,016			59,791
Direct Costs and Expenses:
Operating:
Personnel		1,022			5,289			8,427			5,419			(5	)		20,152
Repairs and maintenance		304			2,738			2,839			1,560			(64	)		7,377
Drydocking		28			656			1,025			3,337			—			5,046
Insurance and loss reserves		150			410			734			1,552			4			2,850
Fuel, lubes and supplies		399			1,572			2,038			1,408			(1	)		5,416
Other		228			1,284			1,275			387			(9	)		3,165
		2,131			11,949			16,338			13,663			(75	)		44,006
Other Costs and Expenses:
Lease expense	$	450		$	—		$	332		$	—		$	386			1,168
Administrative and general																	9,978
Depreciation and amortization		494			4,972			3,810			4,429			49			13,754
																	24,900
Losses on asset dispositions and impairments, net																	(1,783	)
Operating loss																$	(10,898	)

36

	AHTS			FSV			PSV			Liftboats			Other activity (1)			Total
For the Nine Months Ended September 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	8,881		$	9,264		$	13,165		$	25,149		$	—		$	12,305
Fleet Utilization		66	%		85	%		79	%		52	%		—	%		75	%
Fleet Available Days		1,638			6,402			5,460			2,457			90			16,047
Operating Revenues:
Time charter	$	9,635		$	50,262		$	56,493		$	32,355		$	—		$	148,745
Bareboat charter		—			—			998			—			—			998
Other marine services		(486	)		(443	)		1,339			6,167			3,079			9,656
		9,149			49,819			58,830			38,522			3,079			159,399
Direct Costs and Expenses:
Operating:
Personnel		3,208			15,239			24,509			13,969			8			56,933
Repairs and maintenance		1,163			6,996			9,724			4,704			(39	)		22,548
Drydocking		(9	)		1,732			2,295			12,475			—			16,493
Insurance and loss reserves		159			1,042			1,713			4,315			(648	)		6,581
Fuel, lubes and supplies		758			4,303			5,173			3,243			18			13,495
Other		1,102			4,536			4,254			1,686			19			11,597
		6,381			33,848			47,668			40,392			(642	)		127,647
Other Costs and Expenses:
Lease expense	$	1,349		$	—		$	777		$	—		$	1,110			3,236
Administrative and general																	30,112
Depreciation and amortization		1,483			14,927			11,381			14,263			279			42,333
																	75,681
Gains on asset dispositions and impairments, net																	381
Operating loss																$	(43,548	)
As of September 30, 2022
Property and Equipment:
Historical cost	$	27,838		$	355,116		$	282,599		$	290,528		$	36,342		$	992,423
Accumulated depreciation		(18,396	)		(126,048	)		(32,103	)		(123,779	)		(21,572	)		(321,898	)
	$	9,442		$	229,068		$	250,496		$	166,749		$	14,770		$	670,525

(1)

In the second quarter of 2022, the Company removed from service one specialty vessel. Other activity statistics reflect the removed from service status of this vessel.

Fleet Counts. The Company’s fleet count as of September 30, 2023 and December 31, 2022 was as follows:

	Owned		Leased-in		Managed		Total
September 30, 2023
AHTS		3		1		—		4
FSV		23		—		2		25
PSV		21		—		—		21
Liftboats		9		—		—		9
		56		1		2		59
December 31, 2022
AHTS		3		2		—		5
FSV		22		1		2		25
PSV		21		—		—		21
Liftboats		9		—		—		9
		55		3		2		60

37

Operating Income (Loss)

United States, primarily Gulf of Mexico. For the three and nine months ended September 30, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in the U.S. were as follows (in thousands, except statistics):

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2023				2022				2023				2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	—			$	—			$	—			$	—
FSV		9,741				12,135				9,564				11,427
PSV		14,515				16,343				14,427				15,944
Liftboats		37,537				27,134				32,969				23,693
Overall		23,663				21,551				20,317				18,806
Utilization:
AHTS			—	%			—	%			—	%			—	%
FSV			50	%			56	%			57	%			47	%
PSV			90	%			71	%			59	%			68	%
Liftboats			47	%			71	%			32	%			51	%
Overall			57	%			58	%			43	%			47	%
Available Days:
AHTS		—				184				31				546
FSV		276				276				819				819
PSV		276				276				645				819
Liftboats		644				627				1,796				1,771
Overall		1,196				1,363				3,291				3,955
Operating revenues:
Time charter	$	16,236	75	%	$	17,075	89	%	$	28,921	70	%	$	34,698	84	%
Other marine services		5,444	25	%		2,161	11	%		12,279	30	%		6,612	16	%
		21,680	100	%		19,236	100	%		41,200	100	%		41,310	100	%
Direct operating expenses:
Personnel		6,712	31	%		7,243	38	%		19,204	47	%		17,939	43	%
Repairs and maintenance		1,560	7	%		2,002	10	%		4,327	11	%		4,383	11	%
Drydocking		462	2	%		1,549	8	%		2,011	5	%		8,506	21	%
Insurance and loss reserves		332	2	%		1,382	7	%		2,455	6	%		2,809	7	%
Fuel, lubes and supplies		958	4	%		1,143	6	%		2,665	6	%		2,599	6	%
Other		341	2	%		314	2	%		899	2	%		819	2	%
		10,365	48	%		13,633	71	%		31,561	77	%		37,055	90	%
Direct Vessel Profit	$	11,315	52	%	$	5,603	29	%	$	9,639	23	%	$	4,255	10	%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $0.8 million lower in the Current Year Quarter compared with the Prior Year Quarter due to decreased utilization of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”). Other marine services were $3.3 million higher primarily due to business interruption insurance revenue and higher vessel mobilization revenues. As of September 30, 2023, the Company had two of 13 owned and leased-in vessels (one liftboat and one FSV) cold-stacked in this region compared with two of 14 vessels (one AHTS and one liftboat) as of September 30, 2022. In addition, the Company had one vessel classified as held for sale in this region as of September 30, 2023.

Direct Operating Expenses. Direct operating expenses were $3.3 million lower in the Current Year Quarter compared with the Prior Year Quarter for the Regional Core Fleet primarily due to the timing of drydocking, repairs, insurance and other related expenditures.

38

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $5.8 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $3.3 million lower due to decreased utilization for the Regional Core Fleet and $2.5 million lower due to the repositioning of vessels between geographic regions. Other marine services were $5.7 million higher primarily due to business interruption insurance revenue and higher mobilization revenues.

Direct Operating Expenses. Direct operating expenses were $5.5 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $2.6 million lower due to the repositioning of vessels between geographic regions, $2.4 million lower for the Regional Core Fleet primarily due to the timing of drydocking and certain repair expenditures, and $0.5 million lower due to net asset dispositions.

Africa and Europe. For the three and nine months ended September 30, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):

	For the Three Months Ended September 30,								For the Nine Months Ended September 30,
	2023				2022				2023					2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	10,195			$	9,917			$	10,190				$	9,953
FSV		12,524				11,378				12,746					10,690
PSV		22,303				14,020				19,533					12,956
Overall		15,388				11,813				14,417					11,089
Utilization:
AHTS			67	%			100	%				80	%			99	%
FSV			88	%			98	%				93	%			87	%
PSV			86	%			76	%				84	%			75	%
Overall			84	%			91	%				88	%			86	%
Available Days:
AHTS		276				276				819					819
FSV		920				828				2,730					2,580
PSV		552				525				1,638					1,296
Overall		1,748				1,629				5,187					4,695
Operating revenues:
Time charter	$	22,528	97	%	$	17,551	100	%	$	65,938		102	%	$	44,761	99	%
Other marine services		815	3	%		60	0	%		(1,056	)	(2	%)		516	1	%
		23,343	100	%		17,611	100	%		64,882		100	%		45,277	100	%
Direct operating expenses:
Personnel		5,089	22	%		4,694	27	%		14,427		22	%		11,756	26	%
Repairs and maintenance		2,214	9	%		2,110	12	%		6,817		11	%		6,327	14	%
Drydocking		320	1	%		383	2	%		1,648		2	%		1,661	4	%
Insurance and loss reserves		573	3	%		359	2	%		1,311		2	%		812	2	%
Fuel, lubes and supplies		2,573	11	%		2,284	13	%		6,207		10	%		5,247	12	%
Other		1,320	6	%		1,580	9	%		4,356		7	%		5,279	11	%
		12,089	52	%		11,410	65	%		34,766		54	%		31,082	69	%
Direct Vessel Profit	$	11,254	48	%	$	6,201	35	%	$	30,116		46	%	$	14,195	31	%

39

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $5.0 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.9 million higher for the Regional Core Fleet primarily as a result of increased day rates and $2.1 million higher due to the repositioning of vessels between geographic regions. Other marine services were $0.8 million higher primarily due to the recognition of previously deferred revenue partially offset by higher commission charges. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region. In addition, the Company had one vessel classified as held for sale in this region as of September 30, 2023.

Direct Operating Expenses. Direct operating expenses were $0.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $0.3 million higher for the Regional Core Fleet and $0.5 million higher due to the repositioning of vessels between geographic regions partially offset by a $0.1 million decrease due to net asset dispositions.

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $21.2 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $11.5 million higher due to the repositioning of vessels between geographic regions and $10.4 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.7 million decrease due to net asset dispositions. Other marine services were $1.6 million lower primarily due to higher commission charges.

Direct Operating Expenses. Direct operating expenses were $3.7 million higher in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to the repositioning of vessels between geographic regions.

40

Middle East and Asia. For the three and nine months ended September 30, 2023 and 2022 the Company’s time charter statistics and direct vessel profit (loss) in the Middle East and Asia were as follows (in thousands, except statistics):

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2023				2022					2023					2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	—			$	5,643				$	5,429				$	5,660
FSV		9,077				8,223					8,904					7,763
PSV		13,073				7,906					10,147					8,861
Liftboats		42,500				29,000					42,499					29,000
Overall		16,313				9,507					14,240					9,694
Utilization:
AHTS			—	%				100	%				57	%			99	%
FSV			74	%				91	%				91	%			92	%
PSV			56	%				63	%				54	%			72	%
Liftboats			100	%				50	%				97	%			61	%
Overall			67	%				79	%				78	%			81	%
Available Days:
AHTS		92				92					273					273
FSV		736				828					2,184					2,457
PSV		460				460					1,365					1,649
Liftboats		184				184					546					546
Specialty (1)		—				—					—					90
Overall		1,472				1,564					4,368					5,015
Operating revenues:
Time charter	$	16,087	99	%	$	11,712		97	%	$	48,678		94	%	$	39,278	98	%
Other marine services		103	1	%		319		3	%		3,318		6	%		828	2	%
		16,190	100	%		12,031		100	%		51,996		100	%		40,106	100	%
Direct operating expenses:
Personnel		5,157	32	%		5,384		45	%		15,264		29	%		17,106	43	%
Repairs and maintenance		2,623	16	%		1,776		15	%		4,519		9	%		6,153	15	%
Drydocking		1,056	6	%		3,113		26	%		(723	)	(1	)%		6,325	16	%
Insurance and loss reserves		711	4	%		762		6	%		2,616		5	%		2,017	5	%
Fuel, lubes and supplies		743	5	%		1,426		12	%		2,310		4	%		3,754	9	%
Other		779	5	%		878		7	%		2,340		5	%		3,718	9	%
		11,069	68	%		13,339		111	%		26,326		51	%		39,073	97	%
Direct Vessel Profit (Loss)	$	5,121	32	%	$	(1,308	)	(11	)%	$	25,670		49	%	$	1,033	3	%

(1)

In the second quarter of 2022, the Company removed from service one specialty vessel in this region. Specialty statistics reflect the removed from service status of this vessel.

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $4.4 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.6 million higher for the Regional Core Fleet as a result of increased liftboat day rates and utilization and $0.2 million lower due to the repositioning of vessels between geographic regions. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $2.3 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.4 million lower for the Regional Core Fleet, primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods, and $ 0.9 lower due to the repositioning of vessels between geographic regions.

41

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $9.4 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $14.1 million higher for the Regional Core Fleet as a result of increased liftboat day rates and utilization and $4.7 million lower due to the repositioning of vessels between geographic regions. Other marine services were $2.5 million higher primarily due to business interruption insurance revenue.

Direct Operating Expenses. Direct operating expenses were $12.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $7.5 million lower for the Regional Core Fleet, primarily due to insurance reimbursements related to drydocking expenditures expensed in prior periods, and $5.2 million lower due to the repositioning of vessels between geographic regions.

Latin America (Brazil, Mexico, Central and South America). For the three and nine months ended September 30, 2023 and 2022 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2023					2022				2023				2022
Time Charter Statistics:
Rates Per Day Worked:
FSV	$	14,950				$	8,421			$	13,124			$	8,061
PSV		22,822					15,797				19,556				15,527
Liftboats		—					24,901				24,450				25,801
Overall		20,656					14,010				18,393				13,927
Utilization:
FSV				100	%			97	%			87	%			96	%
PSV				83	%			94	%			92	%			93	%
Liftboats				—	%			10	%			75	%			34	%
Overall				87	%			93	%			90	%			90	%
Available Days:
FSV		184					184				546				546
PSV		582					579				1,842				1,696
Liftboats		—					17				115				140
Overall		766					780				2,503				2,382
Operating revenues:
Time charter	$	13,817		96	%	$	10,162	93	%	$	41,350	93	%	$	30,008	92	%
Bareboat charter		368		3	%		332	3	%		1,092	2	%		998	3	%
Other marine services		176		1	%		419	4	%		1,918	4	%		1,700	5	%
		14,361		100	%		10,913	100	%		44,360	100	%		32,706	100	%
Direct operating expenses:
Personnel		2,985		21	%		2,831	26	%		10,795	24	%		10,132	31	%
Repairs and maintenance		1,021		7	%		1,489	14	%		3,559	8	%		5,685	17	%
Drydocking		(70	)	(0	)%		1	0	%		1,101	3	%		1	0	%
Insurance and loss reserves		217		2	%		347	3	%		630	1	%		943	3	%
Fuel, lubes and supplies		773		5	%		563	5	%		2,322	5	%		1,895	6	%
Other		367		2	%		393	4	%		1,331	3	%		1,781	5	%
		5,293		37	%		5,624	52	%		19,738	44	%		20,437	62	%
Direct Vessel Profit	$	9,068		63	%	$	5,289	48	%	$	24,622	56	%	$	12,269	38	%

42

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $3.7 million higher in the Current Year Quarter compared with the Prior Year Quarter, primarily due to increased day rates for the Regional Core Fleet. As of September 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.3 million lower in the Current Year Quarter compared with the Prior Year Quarter primarily due to the timing of certain repair expenditures.

Current Year Nine Months compared with Prior Year Nine Months

Operating Revenues. Charter revenues were $11.4 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $7.5 million higher for the Regional Core Fleet as a result of increased day rates and $3.9 million higher due to the repositioning of vessels between geographic regions.

Direct Operating Expenses. Direct operating expenses were $0.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to the timing of certain repair expenditures.

Other Operating Expenses

Lease Expense. Leased-in equipment expense for the Current Year Quarter and Current Year Nine Months was $0.5 million lower and $1.2 million lower compared with the Prior Year Quarter and Prior Year Nine Months primarily due to the impairment of one leased-in vessel in 2022. Our fleet currently includes one leased in vessel compared to three in the prior year.

Administrative and general. Administrative and general expenses for the Current Year Quarter and Current Year Nine Months were $2.3 million higher and $7.5 million higher compared to the Prior Year Quarter and Prior Year Nine Months due to increases in our allowance for credit losses and increases in salaries and benefits expenses in the Current Year Quarter and Current Year Nine Months.

Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Nine Months were $0.3 million lower and $1.5 million lower compared to the Prior Year Quarter and Prior Year Nine Months primarily due to net fleet changes.

43

Gains (Losses) on Asset Dispositions and Impairments, Net. There were no vessel sales during the Current Year Quarter. The Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows. During the Prior Year Quarter, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million. In addition, the Company recorded impairment charges of $1.2 million for one leased-in AHTS as it was not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment, classified as assets held for sale during the third quarter of 2022, which was subsequently sold in the first quarter of 2023.

During the Current Year Nine Months, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million. In addition, the Company recognized impairment charges of $0.3 million for one AHTS to adjust for indicative future cash flows. During the Prior Year Nine Months, the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million, which included impairment charges of $0.9 million for the FSV classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022. Also, the Company sold one AHTS in exchange for the remaining equity interests in SEACOR Marlin LLC and recorded a gain on the sale of MexMar, OVH and other assets of $0.8 million.

In addition, during the Prior Year Nine Months, the Company recorded impairment charges of $1.2 million for one leased-in AHTS as it was not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment, classified as assets held for sale during the third quarter of 2022, which was subsequently sold in the first quarter of 2023.

Other Income (Expense), Net

For the three and nine months ended September 30, 2023 and 2022, the Company’s other income (expense) was as follows (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Other Income (Expense):
Interest income	$	340		$	(123	)	$	1,222		$	96
Interest expense		(9,536	)		(7,634	)		(27,060	)		(21,250	)
Loss on debt extinguishment		(2,004	)		—			(2,004	)		—
Derivative gains, net		—			1			—			—
Foreign currency gains (losses), net		571			2,314			(857	)		4,305
Other, net		—			659			—			618
	$	(10,629	)	$	(4,783	)	$	(28,699	)	$	(16,231	)

Interest income. Interest income for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months was higher due to interest received for the loan due from MexMar.

Interest expense. Interest expense was higher in the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months primarily due to a higher interest rate on the 2018 SEACOR Marine Foreign Holdings Credit Facility, a higher interest rate due to the refinancing of the 2018 SEACOR Marine Foreign Holdings Credit Facility with the 2023 SEACOR Marine Foreign Holdings Credit Facility, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes, and higher interest rates on variable rate debt as a result of the interest rate environment.

44

Loss on debt extinguishment. Loss on debt extinguishment was higher in the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months due to the exchange of the 2018 SEACOR Marine Foreign Holdings Credit Facility for the 2023 SEACOR Marine Foreign Holdings Credit Facility. See “Note 5. Long-Term Debt” to the Unaudited Consolidated Financial Statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

Derivative gains, net. Net derivative losses for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months decreased due to the Company no longer having a conversion option liability.

Foreign currency gains (losses), net. Foreign currency losses for the Current Year Quarter and Current Year Nine Months compared to foreign currency gains for the Prior Year Quarter and Prior Year Nine Months was primarily due to various changes in foreign currencies.

Income Tax Expense

During the nine months ended September 30, 2023, the Company’s effective income tax rate of 15.32% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes.

Equity in Earnings of 50% or Less Owned Companies

Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $2.5 million higher and earnings for the Current Year Nine Months compared with the Prior Year Nine Months were $2.7 million lower due to the following changes in equity earnings (losses) (in thousands):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023		2022
MexMar	$	—	$	(1,689	)	$	—	$	2,133
SEACOR Arabia		2,063		142			2,878		493
Offshore Vessel Holdings		—		929			—		2,571
Other		210		364			304		638
	$	2,273	$	(254	)	$	3,182	$	5,835

MexMar, OVH and SEACOR Marlin. On September 29, 2022, each of the Framework Agreement Transactions were consummated. As a result, the Company no longer owns any equity interest in either MexMar or in OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC. As a result, the Company expects its equity in earnings of 50% or less owned companies not to be significant in future periods.

Liquidity and Capital Resources

General

The Company’s ongoing liquidity requirements arise primarily from working capital needs, capital commitments and its obligations to service outstanding debt and comply with covenants under its debt facilities. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, construction reserve funds, cash flows from operations and collections of our short-term note receivable. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.

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As of September 30, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $58.6 million. As of September 30, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $50.8 million.

As of September 30, 2023, the Company had outstanding debt of $319.8 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of September 30, 2023, are as follows (in thousands):

	Actual
Remainder 2023	$	6,173
2024		28,365
2025		28,605
2026		152,405
2027		27,165
Years subsequent to 2027		116,483
	$	359,196

As of September 30, 2023, the Company had unfunded capital commitments of $1.0 million for miscellaneous vessel equipment payable during 2024. The Company has indefinitely deferred an additional $9.2 million of orders with respect to one FSV that the Company had previously reported as unfunded capital commitments.

Summary of Cash Flows

The following is a summary of the Company’s cash flows for the nine months ended September 30, 2023 and 2022 (in thousands):

	Nine Months Ended September 30,
	2023			2022
Cash flows provided by or (used in):
Operating Activities	$	10,430		$	(11,840	)
Investing Activities		16,078			52,932
Financing Activities		(10,919	)		(31,500	)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents		2			(2	)
Net Change in Cash, Restricted Cash and Cash Equivalents	$	15,591		$	9,590

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Operating Activities

Cash flows provided by operating activities increased by $22.3 million in the Current Year Nine Months compared with the Prior Year Nine Months primarily due to increases in day rates and utilization offset by changes in working capital. The components of cash flows provided by and/or used in operating activities during the Current Year Nine Months and Prior Year Nine Months were as follows (in thousands):

	Nine Months Ended September 30,
	2023			2022
DVP:
United States, primarily Gulf of Mexico	$	9,639		$	4,255
Africa and Europe		30,116			14,195
Middle East and Asia		25,670			1,033
Latin America		24,622			12,269
Operating, leased-in equipment		(1,805	)		(1,656	)
Administrative and general (excluding provisions for bad debts and amortization of share awards)		(29,893	)		(26,258	)
Other, net (excluding non-cash losses)		—			618
Dividends received from 50% or less owned companies		2,075			2,983
		60,424			7,439
Changes in operating assets and liabilities before interest and income taxes		(29,017	)		(5,193	)
Cash settlements on derivative transactions, net		577			(782	)
Interest paid, excluding capitalized interest (1)		(21,046	)		(14,286	)
Interest received		1,222			96
Income taxes (paid) refunded, net		(1,730	)		886
Total cash flows provided by (used in) operating activities	$	10,430		$	(11,840	)

(1)

During the Current Year Nine Months and the Prior Year Nine Months, the Company paid no capitalized interest.

For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.

Investing Activities

During the Current Year Nine Months, net cash provided by investing activities was $16.1 million, primarily as a result of the following:

•

capital expenditures were $7.0 million;

•

the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.7 million; and

•

the Company received $15.0 million of principal payments under the MexMar Third A&R Facility Agreement. This facility has now been repaid in full.

During the Prior Year Nine Months, net cash provided by investing activities was $52.9 million, primarily as a result of the following:

•

capital expenditures were $0.3 million;

•

the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million;

•

the Company received $0.5 million from investments in, and advances to, its 50% or less owned companies for principal payments on notes receivables;

•

the Company received $66.0 million of cash proceeds from the sale of investments in, and advances to, its 50% or less owned companies in the Framework Agreement Transactions; and

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•

the Company deployed $28.8 million to acquire the loans under the MexMar Original Facility Agreement and received $8.8 million of principal payments under such loan.

Financing Activities

During the Current Year Nine Months, net cash used in financing activities was $10.9 million, primarily as a result of the following:

•

the Company made scheduled payments on long-term debt and other obligations of $23.0 million;

•

the Company made payments on debt extinguishment of $131.6 million;

•

the Company made payments on debt extinguishment costs of $1.8 million;

•

the Company received proceeds from the issuance of long-term debt of $148.4 million;

•

the Company made payments on finance leases of $0.5 million; and

•

the Company made payments on tax withholdings for restricted stock vesting and director share awards of $2.4 million.

During the Prior Year Nine Months, net cash used in financing activities was $31.5 million primarily as a result of the following:

•

the Company made scheduled payments on long-term debt and other obligations of $30.7 million;

•

the Company received $0.2 million proceeds from the exercise of stock options;

•

the Company made payments on finance leases of $0.2 million; and

•

the Company made payments on tax withholdings for restricted stock vesting and director share awards of $0.7 million.

Short and Long-Term Liquidity Requirements

The Company believes that a combination of cash balances on hand, cash generated from operating activities, collections of our short-term note receivable and access to the credit and capital markets will provide sufficient liquidity to meet its obligations, including to support its capital expenditures program, working capital needs, debt service requirements and covenant compliance over the short to long term. The Company continually evaluates possible acquisitions and dispositions of certain businesses and assets. The Company’s sources of liquidity may be impacted by the general condition of the markets in which it operates and the broader economy as a whole, which may limit its access to or the availability of the credit and capital markets on acceptable terms. Management continuously monitors the Company’s liquidity and compliance with covenants in its credit facilities.

Note Receivable

For a discussion of the Company’s short-term note receivable agreement see “Note 2. Note Receivable” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 5. Long-Term Debt” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 8. Long-Term Debt” in the Company’s audited consolidated

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financial statements included in its 2022 Annual Report. Other than as set forth below, there has not been any material changes to the agreements governing the Company’s long-term debt during the period.

2023 SEACOR Marine Foreign Holdings Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SEACOR Marine Foreign Holdings Credit Facility” and such agreement, the “2023 SMFH Credit Agreement”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.

The proceeds of the 2023 SEACOR Marine Foreign Holdings Credit Facility were used to:

(x) refinance approximately $104.8 million of existing principal indebtedness comprised of: (a) $61.1 million incurred under the 2018 SEACOR Marine Foreign Holdings Credit Facility, (b) $11.0 million incurred under the SEACOR 88/888 Term Loan, (c) $15.1 million incurred under the SEACOR Offshore OSV Credit Facility, (d) $13.7 million incurred under the SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt, and (e) $3.9 million incurred under the Tarahumara Shipyard Financing, which payoff amount reflects a 7% discount to book value,

(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 build fast support vessel, previously operated under lease and now pledged as collateral under the 2023 SEACOR Marine Foreign Holdings Credit Facility, and

(z) satisfy accrued and unpaid interest, fees, and general corporate purposes. The funds available under the 2023 SEACOR Marine Foreign Holdings Credit Facility were fully drawn on September 14, 2023.

The 2023 SEACOR Marine Foreign Holdings Credit Facility matures on September 14, 2028, with quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date. The 2023 SEACOR Marine Foreign Holdings Credit Facility bears interest at a fixed rate of 11.75% per annum.

The loan may be prepaid at any time in amounts of $1,000,000 or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15 months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a decreasing premium ranging from 3.00% to 1.00% of the amount prepaid.

The 2023 SEACOR Marine Foreign Holdings Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2023 SEACOR Marine Foreign Holdings Credit Facility restricts the payment of dividends and distributions and the ability of the borrower and subsidiary guarantors to make certain investments, subject to important exceptions. In addition, the 2023 SEACOR Marine Foreign Holdings Credit Facility includes customary events of default.

SEACOR Marine issued a guaranty with respect to the obligations of the Borrower under the 2023 SMFH Credit Agreement and related documents (the “2023 SMFH Credit Facility Guaranty”). The 2023 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2023 SMFH Credit Agreement) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2023 SMFH Credit Agreement), (B) minimum Equity Ratio (as defined in the 2023 SMFH Credit Agreement) of 35%, and (C) maximum Debt-to-Capitalization Ratio (as defined in the 2023 SMFH Credit Agreement) of 65%. The 2023 SMFH Credit Facility Guaranty also

49

restricts the payment of dividends and distributions and includes certain restrictions on the prepayment of unsecured indebtedness.

SEACOR Alpine Credit Facility. On September 8, 2023, SEACOR Marine entered into an amended and restated guaranty (“A&R SEACOR Alpine Credit Facility Guaranty”) with respect to the SEACOR Alpine Credit Facility. The A&R SEACOR Alpine Credit Facility Guaranty aligns the financial covenants and conditions relating to the payment of dividends and distributions reflected therein with those reflected in the 2023 SMFH Credit Facility Guaranty described above.

Future Cash Requirements

For a discussion of the Company’s future cash requirements, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in the Company’s 2022 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2022, except as described in “Results of Operations - Liquidity and Capital Resources”.

Contingencies

For a discussion of the Company’s contingencies, see “Note 11. Commitments and Contingencies” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of the Company’s exposure to market risk, refer to “Quantitative and Qualitative Disclosures About Market Risk” included in the Company’s 2022 Annual Report. There has been no material change in the Company’s exposure to market risk during the nine months ended September 30, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

With the participation of the Company’s principal executive officer and principal financial officer, management evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2023. Based on their evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2023 to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission’s (“SEC”) rules and forms and (ii) accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s disclosure controls and procedures have been designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, to allow timely decisions regarding required disclosures. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those internal control systems determined to be effective can provide only a level of reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the Current Year Quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

For a description of developments with respect to pending legal proceedings described in the Company’s 2022 Annual Report, see “Note 11. Commitments and Contingencies” included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2022 Annual Report. There have been no material changes in the Company’s risk factors during the Current Year Quarter.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a), (b) None.

(c) This table provides information with respect to purchases by the Company of shares of its Common Stock during the Current Year Quarter:

	Total Number of Shares Withheld		Average Price per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Maximum Number of Shares that may be Purchased Under the Plan
July 1, 2023 to July 31, 2023		—	$	—		—		—
August 1, 2023 to August 31, 2023		—	$	—		—		—
September 1, 2023 to September 30, 2023		—	$	—		—		—

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

At the Market Offering.

On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “sales agreement”) with B. Riley Securities, Inc. (the “sales agent”), relating to the issuance and sale from time to time by SEACOR Marine (the “ATM Offering”), through the sales agent, of shares of SEACOR Marine’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). Sales of the ATM Shares, if any, under the sales agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange (the “NYSE”), the existing trading market for SEACOR Marine’s Common Stock, or any other market venue where SEACOR Marine’s Common Stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agent may also sell the ATM Shares by any other method permitted by law.

Under the terms of the sales agreement, SEACOR Marine may also sell ATM Shares to the sales agent, as principal for its own account, including a block trade, at a price agreed upon at the time of sale. If SEACOR

52

Marine sells ATM Shares to the sales agent as principal, SEACOR Marine will enter into a separate terms agreement with the sales agent and will describe any such agreement in a separate prospectus supplement or pricing supplement.

The sales agreement includes customary representations, warranties and covenants by SEACOR Marine and customary obligations of the parties and termination provisions. SEACOR Marine has agreed to indemnify the sales agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the sales agent may be required to make with respect to any of those liabilities. Under the terms of the sales agreement, SEACOR Marine will pay the sales agent a commission of up to 3% of the gross sales price of any ATM Shares sold.

The ATM Shares to be sold under the sales agreement, if any, will be issued and sold pursuant to the prospectus forming a part of SEACOR Marine’s shelf registration statement on Form S-3 (File No. 333-262447), which was filed by SEACOR Marine with the Securities and Exchange Commission (“SEC”) on February 1, 2022 and became effective on February 11, 2022, and the Company will file a prospectus supplement with the SEC related to the ATM Shares. SEACOR Marine plans to use the net proceeds from any sales of ATM Shares pursuant to the sales agreement for general corporate purposes, which may include additions to working capital, capital expenditures, repayment of debt, or the financing of possible acquisitions and investments.

The offering of common stock pursuant to the sales agreement will terminate upon the earliest of (1) the sale of ATM Shares with an aggregate gross sales price of $25.0 million or (2) the termination of the sales agreement by SEACOR Marine or by the sales agent, with respect to the sales agent only.

The foregoing description of the sales agreement is not complete and is qualified in its entirety by reference to the full text of the sales agreement, a copy of which is filed as Exhibit 1.1 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. In connection with the ATM Offering, Milbank LLP provided the Company with the legal opinion attached to this Quarterly Report on Form 10-Q as Exhibit 5.1.

The sales agent and its related entities have engaged, and may in the future engage, in commercial and investment banking transactions with the Company in the ordinary course of their businesses. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions.

The disclosure about the ATM Offering shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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ITEM 6. EXHIBITS

1.1	Sales Agreement, dated November 1, 2023, by and between SEACOR Marine Holdings Inc. and B. Riley Securities, Inc.
5.1	Opinion of Milbank LLP.
10.1*	Credit Agreement, dated as of September 8, 2023, by and among SEACOR Marine Foreign Holdings Inc., SEACOR Marine Holdings Inc., the entities identified on Schedule 1-A thereto as subsidiary guarantors, the lenders identified on Schedule 1-B thereto, Kroll Agency Services Limited and Kroll Trustee Services Limited (incorporated by reference to Exhibit 10.1 of SEACOR Marine Holdings Inc.’s Current Report on Form 8-K filed with the Commission on September 11, 2023 (File No. 001-37966)).
10.2*	Guaranty, dated as of September 8, 2023, by SEACOR Marine Holdings Inc. in favor of Kroll Trustee Services Limited (incorporated by reference to Exhibit 10.2 of SEACOR Marine Holdings Inc.’s Current Report on Form 8-K filed with the Commission on September 11, 2023 (File No. 001-37966)).
10.3*	Amended and Restated Guaranty, dated as of September 8, 2023, by SEACOR Marine Holdings Inc. in favor of Mountain Supply LLC (incorporated by reference to Exhibit 10.3 of SEACOR Marine Holdings Inc.’s Current Report on Form 8-K filed with the Commission on September 11, 2023 (File No. 001-37966)).
23.1	Consent of Milbank LLP (included in its opinion filed as Exhibit 5.1).
31.1	Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
31.2	Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.
32	Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH**	Inline XBRL Taxonomy Extension Schema
101.CAL**	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF**	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB**	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE**	Inline XBRL Taxonomy Extension Presentation Linkbase
104	The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, has been formatted in Inline XBRL.

* Incorporated by reference.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			SEACOR Marine Holdings Inc.
Date:	November 1, 2023	By:	/s/ John Gellert
			John Gellert, President, Chief Executive Officer (Principal Executive Officer)
Date:	November 1, 2023	By:	/s/ Jesús Llorca
			Jesús Llorca, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	November 1, 2023	By:	/s/ Gregory S. Rossmiller
			Gregory S. Rossmiller, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)

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