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, 2025 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 24, 2025 was 26,976,259. 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)
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024
3
Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2025 and 2024
4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
46
Item 4.
Controls and Procedures
Part II.
Other Information
47
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Default Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
48
i
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, 2025
December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents
$
90,953
59,491
Restricted cash
17,255
16,649
Receivables:
Trade, net of allowance for credit loss of $4,176 and $4,745 as of September 30, 2025 and December 31, 2024, respectively
62,788
69,888
Other
16,801
7,913
Tax receivable
507
1,601
Inventories
2,552
2,760
Prepaid expenses and other
3,448
4,406
Assets held for sale
—
10,943
Total current assets
194,304
173,651
Property and Equipment:
Historical cost
797,381
900,414
Accumulated depreciation
(344,899
)
(367,448
452,482
532,966
Construction in progress
40,394
11,904
Net property and equipment
492,876
544,870
Right-of-use asset - operating leases
903
3,436
Right-of-use asset - finance leases
22
36
Investments, at equity, and advances to 50% or less owned companies
2,707
3,541
Other assets
1,686
1,577
Total assets
692,498
727,111
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities
510
606
Current portion of finance lease liabilities
11
17
Current portion of long-term debt
30,000
27,500
Accounts payable
25,928
29,236
Accrued wages and benefits
3,641
5,229
Accrued interest
1,618
Accrued capital, repair and maintenance expenditures
8,160
8,791
Unearned revenue
1,799
2,534
Accrued insurance deductibles and premiums
3,972
3,561
Derivatives
464
Other current liabilities
7,130
5,486
Total current liabilities
81,151
85,042
Long-term operating lease liabilities
567
2,982
Long-term finance lease liabilities
20
Long-term debt
311,858
317,339
Deferred income taxes
20,609
22,037
Deferred gains and other liabilities
639
1,369
Total liabilities
414,835
428,789
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 28,066,298 and 28,466,326 shares issued as of September 30, 2025 and December 31, 2024, respectively
281
287
Additional paid-in capital
470,228
479,283
Accumulated deficit
(193,822
(180,600
Shares held in treasury of 1,090,039 and 796,965 as of September 30, 2025 and December 31, 2024, respectively, at cost
(9,639
(8,110
Accumulated other comprehensive income, net of tax
10,294
7,141
277,342
298,001
Noncontrolling interests in subsidiaries
321
Total equity
277,663
298,322
Total liabilities and equity
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Three Months Ended September 30,
Nine Months Ended September 30,
2025
2024
Operating Revenues
59,194
68,916
175,503
201,553
Costs and Expenses:
Operating
47,684
52,907
139,105
150,526
Administrative and general
11,269
11,019
34,753
33,825
Lease expense
280
364
942
1,331
Depreciation and amortization
12,125
12,928
37,025
38,749
71,358
77,218
211,825
224,431
Gains on Asset Dispositions and Impairments, Net
30,230
1,821
55,202
1,857
Operating Income (Loss)
18,066
(6,481
18,880
(21,021
Other Income (Expense):
Interest income
297
358
1,105
1,396
Interest expense
(8,947
(10,127
(27,377
(30,626
Derivative gains (losses), net
67
229
(372
Foreign currency gains (losses), net
218
(1,717
(3,097
(2,357
Gains on insurance claim settlement
4,581
Other, net
(221
29
(66
(4,055
(11,390
(24,780
(32,025
Income (Loss) Before Income Tax Expense (Benefit) and Equity in Earnings of 50% or Less Owned Companies
14,011
(17,871
(5,900
(53,046
Income Tax Expense (Benefit)
5,410
(513
8,822
(270
Income (Loss) Before Equity in Earnings of 50% or Less Owned Companies
8,601
(17,358
(14,722
(52,776
Equity in Earnings of 50% or Less Owned Companies
393
1,012
1,500
878
Net Income (Loss)
8,994
(16,346
(13,222
(51,898
Net Earnings (Loss) Per Share:
Basic
0.35
(0.59
(0.50
(1.88
Diluted
Weighted Average Common Stock and Warrants Outstanding:
25,657,809
27,772,733
26,409,312
27,615,699
25,887,710
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended
Nine Months Ended
September 30,
Other Comprehensive (Loss) Income:
Foreign currency translation (losses) gains
(686
1,774
3,153
1,646
Income Tax Expense
Comprehensive Income (Loss)
8,308
(14,572
(10,069
(50,252
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Shares ofCommonStockOutstanding
CommonStock
AdditionalPaid-InCapital
SharesHeld in Treasury
TreasuryStock
AccumulatedDeficit
AccumulatedOtherComprehensiveIncome
Non-ControllingInterests InSubsidiaries
TotalEquity
For the Nine Months Ended September 30, 2025
27,669,361
796,965
Repurchase of Common Stock
(1,355,761
(13
(7,076
(7,089
Repurchase of warrants
(6,668
Restricted stock grants
644,880
Amortization of share awards
4,690
Restricted stock vesting
(216,874
216,874
(1,141
Performance restricted stock vesting
110,741
74,189
(377
Director share awards
125,923
(1
Director restricted stock vesting
(2,011
2,011
(11
Net loss
Other comprehensive income
26,976,259
1,090,039
For the Three Months Ended September 30, 2025
June 30, 2025
468,669
(202,816
10,980
267,796
1,559
Net income
Other comprehensive loss
For the Nine Months Ended September 30, 2024
December 31, 2023
27,184,778
472,692
481,014
(4,221
(102,425
7,577
374,224
563,271
4,829
Exercise of options
12,166
140
(251,333
251,333
(3,120
96,150
61,305
(769
43,504
(3,274
3,274
(51
1,595
September 30, 2024
27,645,262
477,661
796,926
(154,374
9,223
325,008
For the Three Months Ended September 30, 2024
June 30, 2024
27,636,184
286
476,020
(138,028
7,449
337,938
1,603
3,000
38
6,078
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Net Loss
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred financing costs amortization
890
Stock-based compensation expense
4,696
4,836
Debt discount amortization
694
5,980
Allowance for credit losses
7
144
Gains from equipment sales, retirements or impairments
(55,202
(1,857
Derivative (gains) losses
(229
372
Interest on finance leases
Settlements on derivative transactions, net
(373
164
Currency losses
3,097
2,357
(1,428
(8,916
Equity earnings
(1,500
(878
Dividends received from 50% or less owned companies
3,199
2,916
Changes in Operating Assets and Liabilities:
Accounts receivables
(1,083
(10,049
1,605
(2,653
Accounts payable and accrued liabilities
(1,491
1,052
Net cash used in operating activities
(24,202
(18,790
Cash Flows from Investing Activities:
Purchases of property and equipment
(40,356
(4,284
Proceeds from disposition of property and equipment
116,132
2,417
Net cash provided by (used in) investing activities
75,776
(1,867
Cash Flows from Financing Activities:
Payments on long-term debt
(20,000
(21,833
Proceeds from issuance of long-term debt, net of debt discount and issuance costs
15,799
Payments on finance leases
(16
(28
Payments for repurchase of common stock
Payments for repurchase of warrants
Proceeds from exercise of stock options
Tax withholdings on restricted stock vesting and director share awards
(1,529
(3,889
Net cash used in financing activities
(19,503
(25,610
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents
(3
Net Change in Cash, Restricted Cash and Cash Equivalents
32,068
(46,267
Cash, Restricted Cash and Cash Equivalents, Beginning of Period
76,140
84,131
Cash, Restricted Cash and Cash Equivalents, End of Period
108,208
37,864
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest
26,683
21,925
Income taxes refunded (paid), net
1,095
(50
Noncash Investing and Financing Activities:
Decrease in capital expenditures in accounts payable and accrued liabilities
(5,377
(1,100
Recognition of a new right-of-use asset - financing leases
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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, 2024 (the “2024 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 November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024. The Company adopted the standard as of December 31, 2024 and the adoption of the standard did not have a material effect on the Company’s consolidated financial position, results of operations or disclosures.
Recently Issued Accounting Standards.
On September 29, 2025, the FASB issued Accounting Standards Update (“ASU”) 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which addresses two issues: (1) refines the scope of the guidance on derivatives in ASC 815 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2026. While early adoption is permitted, the Company has determined it will not early adopt the standards. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose, on an annual basis, information about their effective tax rate reconciliation and information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position or results of operations.
On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the United States Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (“ASC”). The effective date is contingent on when the SEC removes the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position, results of operations or disclosures.
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 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. 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 America, time charter durations and rates are typically established in the context of master service agreements that govern the terms and conditions of the charter.
In the Company’s operating areas, contracts or charters vary in length from several days to multi-year periods. Many of the Company’s contracts and charters include cancellation clauses without early termination penalties. As a result of cancellations, 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.
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 unearned revenue in the accompanying consolidated balance sheets, as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
Balance at beginning of period
687
Unearned revenues during the period
6,767
6,689
Revenues recognized during the period
(7,502
(4,842
Balance at end of period
As of September 30, 2025 and December 31, 2024, the Company had unearned revenue of $1.8 million and $2.5 million, respectively, primarily related to mobilization of vessels.
Direct Operating Expenses. Direct operating costs and expenses that are considered significant, other than leased-in equipment expense, consist primarily of costs and expenses such as: personnel; repairs and maintenance; drydocking; insurance and loss reserves; and fuel, lubes and supplies. Other direct operating expenses consist of costs such as brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, and customs and importation duties. Direct operating costs are expensed as incurred.
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 and credit facility requirements.
Trade and Other Receivables and Allowance for Credit Losses. Customers are primarily major integrated national, international oil companies, large independent oil and natural gas exploration and production companies
8
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. The Company routinely reviews its receivables and makes provisions for expected 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. After collection efforts have been exhausted, trade receivables that are deemed uncollectible are removed from both accounts receivable and the allowance for credit losses.
Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. 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 the asset’s remaining useful life, typically the period until the next survey or certification date. As of September 30, 2025, the estimated useful life of the Company’s new offshore support vessels was 20 years.
Equipment maintenance and repair costs and the costs of routine overhauls, drydockings and inspections performed on vessels and equipment are charged to operating expense as incurred. 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 $1.5 million of capitalized interest recognized during the nine months ended September 30, 2025 and no capitalized interest recognized during the nine months ended September 30, 2024.
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.
During the nine months ended September 30, 2025 and 2024, the Company did not record impairment charges on any owned or leased-in vessels. Impairment charges are included in gains (losses) 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, 2025, 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
9
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 lead to additional impairment charges in future periods. During the nine months ended September 30, 2025 and 2024, 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, 2025, the Company’s effective income tax rate of 149.6% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit for U.S. income tax purposes.
Earnings (Loss) Per Share. Basic earnings/loss per share of Common Stock of SEACOR Marine 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 New Convertible Notes unless anti-dilutive. As of December 31, 2024, the Company no longer had New Convertible Notes as a result of the completion of the 2024 SMFH Credit Facility as previously described in the 2024 Annual Report. As of June 30, 2025, the Company no longer had any warrants to purchase Common Stock outstanding as a result of the completion of the Securities Repurchase (as defined in “Note 9. Stockholders’ Equity”).
For the three and nine months ended September 30, 2024, 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.
In addition, for the three months ended September 30, 2025 diluted earnings per share of Common Stock included 163,749 shares of restricted stock, 50,443 shares of Common Stock, issuable upon exercise of outstanding stock options, and 15,710 of performance-based restricted stock units as the effect of their inclusion in the computation would be dilutive. For the three months ended September 30, 2025 and 2024, diluted earnings (loss) per share of Common Stock excluded 1,185,624 and 1,392,226 shares of restricted stock, respectively, and 958,422 and 1,013,865 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.
For the nine months ended September 30, 2025 and 2024 diluted loss per share of Common Stock excluded 1,349,373 and 1,392,226 shares of restricted stock, respectively, and 1,008,865 and 1,013,865 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.
10
During the nine months ended September 30, 2025, capital expenditures were $40.4 million and there were no equipment deliveries. During the nine months ended September 30, 2025, the Company sold one fast support vessel (“FSV”) and two platform supply vessels (“PSV”), previously classified as held for sale, as well as three liftboats and other equipment not previously classified as such, for net cash proceeds of $116.1 million, after transaction costs, and a gain of $55.2 million. During the nine months ended September 30, 2024, the Company sold one anchor handling towing supply vessel (“AHTS”), previously classified as held for sale, and other equipment for net cash proceeds of $2.4 million, after transaction costs, and a gain of $1.9 million.
Investments, at equity, and advances to 50% or less owned companies as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
Ownership
Seabulk Angola
49.0
%
1,136
962
SEACOR Marine Arabia
45.0
2,508
20.0% - 50.0%
71
The Company’s long-term debt obligations as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
2024 SMFH Credit Facility
346,400
350,000
Current portion due within one year
(30,000
(27,500
Unamortized debt discount
(3,849
(4,338
Deferred financing costs
(693
(823
Long-term debt, less current portion
As of September 30, 2025, the Company was in compliance with all debt covenants and lender requirements.
Letters of Credit. As of September 30, 2025 and December 31, 2024, the Company had outstanding letters of credit of $0.4 million securing lease obligations, labor and performance guaranties.
As of September 30, 2025, the Company leased-in 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. The lease terms of certain facilities and other equipment had a duration ranging from three to 255 months.
As of September 30, 2025, future minimum payments for leases for the remainder of 2025 and the years ended December 31, noted below, were as follows (in thousands):
Operating Leases
Finance Leases
Remainder of 2025
302
2026
13
2027
188
2028
30
2029
Years subsequent to 2029
1,418
25
Interest component
(341
1,077
Current portion of long-term lease liabilities
Long-term lease liabilities
For the three and nine months ended September 30, 2025 and 2024 the components of lease expense were as follows (in thousands):
Operating lease costs
159
566
1,009
Finance lease costs:
Amortization of finance lease assets (1)
12
19
32
Interest on finance lease liabilities (2)
Short-term lease costs
121
146
376
322
284
964
1,364
For the nine months ended September 30, 2025 supplemental cash flow information related to leases was as follows (in thousands):
Operating cash outflows from operating leases
522
1,658
Financing cash outflows from finance leases
16
28
Right-of-use assets obtained for operating lease liabilities
Right-of-use assets obtained for finance lease liabilities
For the nine months ended September 30, 2025 other information related to leases was as follows:
Weighted average remaining lease term, in years - operating leases
10.4
11.7
Weighted average remaining lease term, in years - finance leases
2.0
1.2
Weighted average discount rate - operating leases
8.8
6.3
Weighted average discount rate - finance leases
11.0
6.4
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, 2025:
Statutory rate
(21.0
)%
Foreign taxes
123.0
Income (loss) of foreign subsidiaries not includable in U.S. return
38.2
162(m) - Executive compensation
7.6
Subpart F Income and GILTI
Share Award Plans
(11.9
Accrual to return true-up
2.6
0.1
Effective income tax rate
149.6
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”), which includes a broad range of tax reform provisions, was signed into law in the United States. The Company has determined that the OBBBA did not have a material effect on the Company’s consolidated financial position, results of operations or disclosures.
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):
DerivativeAsset
DerivativeLiability
Derivatives not designated as hedging instruments:
Forward Exchange Contract
138
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. During the fourth quarter of 2023, the Company entered into a forward exchange contract related to the purchase of four hybrid battery power systems, the purchase price for which is denominated in Norwegian Kroner. The Company recognized gains of $0.2 million during the nine months ended September 30, 2025 and losses of $0.4 million during the nine months ended September 30, 2024 on this contract, which were recognized in earnings.
Cash Flow Hedges. The Company may from time to time enter into 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. As of September 30, 2025 and December 31, 2024, there were no interest rate swaps held by the Company.
Other Derivative Instruments. The Company recognized gains (losses) on derivative instruments not designated as hedging instruments for the nine months ended September 30, 2025 and 2024 as follows (in thousands):
Forward currency exchange, option, and future contracts
The forward currency exchange contract relates to the purchase of four hybrid battery power systems discussed in “—Economic Hedges” above.
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 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, 2025 and December 31, 2024 that are measured at fair value on a recurring basis were as follows (in thousands):
Level 1
Level 2
Level 3
Derivative instruments
LIABILITIES
The fair value of the Company’s derivative instruments was estimated by utilizing a spot rate as of the measurement date provided by an independent third party.
The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2025 and December 31, 2024 were as follows (in thousands):
Estimated Fair Value
CarryingAmount
Long-term debt, including current portion
341,858
350,814
344,839
345,662
The carrying value of cash, cash equivalents, restricted cash and trade receivables 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, 2025, the Company recognized no impairment charges. During the year ended December 31, 2024, the Company recognized impairment charges totaling $3.7 million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed.
14
On April 4, 2025, SEACOR Marine purchased from certain funds affiliated with Carlyle (the “Carlyle Investors”), 1,355,761 shares of Common Stock, at $4.90 per share, and warrants to purchase 1,280,195 shares of Common Stock at an exercise price of $0.01 per share, at $4.89 per warrant, representing approximately 9.1% of the outstanding shares of Common Stock assuming the full exercise of the warrants (the “Securities Repurchase”). The aggregate purchase price was approximately $12.9 million, with the per share and warrant price negotiated based on a trailing volume weighted average price. After giving effect to the Securities Repurchase, the Company no longer has any warrants to purchase Common Stock outstanding. The Company used net proceeds from a vessel sale to complete the Securities Repurchase.
As of September 30, 2025, the Company had unfunded capital commitments of $54.5 million consisting of $51.3 million in respect of the construction of two PSVs, $2.0 million in respect of four hybrid battery power systems and $1.2 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $4.8 million is payable during the remainder of 2025, $31.4 million is payable during 2026 and the remainder is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility as previously described in the 2024 Annual Report, $18.0 million of the proceeds from the sale of two AHTS in the fourth quarter of 2024 was designated to make payments on the construction of the two PSVs. In addition, during the second quarter of 2025, $3.8 million of the proceeds from the sale of one FSV and $10.9 million of the proceeds from the sale of two PSVs were also designated to make payments on the construction of the two PSVs. As of September 30, 2025, $16.6 million remained in a restricted account as a result of these transactions. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of September 30, 2025.
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$28.6 million based on a historical potential levy of R$12.87 million (USD $5.4 million and USD $2.4 million, respectively, based on the exchange rate as of September 30, 2025).
15
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, 2025, all invoices received related to MNOPF and MNRPF have been settled in full.
Transactions in connection with the Company’s Equity Incentive Plans during the nine months ended September 30, 2025 were as follows:
Restricted Stock Activity:
Outstanding as of December 31, 2024 (1)
1,392,226
Granted
770,803
Vested (2)
(813,656
Forfeited
Outstanding as of September 30, 2025 (3)
1,349,373
Stock Option Activity:
Outstanding as of December 31, 2024
1,013,865
Exercised
(5,000
Outstanding as of September 30, 2025
1,008,865
For the nine months ended September 30, 2025, the Company acquired for treasury (i) 218,885 shares of Common Stock from its directors and employees to cover their tax withholding obligations upon the vesting of restricted share awards for an aggregate purchase price of $1.2 million, and (ii) 74,189 shares of Common Stock from its employees to cover their tax withholding obligations upon the vesting of performance-based restricted stock units for an aggregate purchase price of $0.4 million. These shares were purchased in accordance with the terms of the Company’s 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.
The Company’s segment presentation and basis of measurement of segment profit or loss are as previously described in the 2024 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):
UnitedStates(primarilyGulf ofAmerica)
Africaand Europe
MiddleEastand Asia
LatinAmerica
Total
Operating Revenues:
Time charter
10,024
22,357
12,606
10,971
55,958
Bareboat charter
846
Other marine services
1,108
733
319
230
2,390
11,132
23,090
12,925
12,047
Direct Costs and Expenses:
Operating:
Personnel
5,815
4,465
4,956
2,380
17,616
Repairs and maintenance
1,309
6,531
5,798
965
14,603
Drydocking
1,079
1,413
(61
2,430
Insurance and loss reserves
816
326
611
195
1,948
Fuel, lubes and supplies
700
1,781
1,241
743
118
3,573
1,167
1,764
6,622
9,837
18,089
13,772
5,986
Direct Vessel Profit (Loss)
1,295
5,001
(847
6,061
11,510
Other Costs and Expenses:
148
70
54
3,106
4,302
3,231
1,486
23,674
Gains on asset dispositions and impairments, net
Operating income
28,994
67,727
40,681
28,162
165,564
2,392
2,518
2,391
1,043
7,547
31,512
70,118
41,724
32,149
19,155
15,163
14,394
6,410
55,122
4,738
14,639
14,641
2,753
36,771
5,829
3,555
1,015
11,442
2,585
1,819
2,155
524
7,083
2,529
5,675
3,403
1,700
13,307
1,098
8,657
3,152
2,473
15,380
35,934
49,508
38,788
14,875
Direct Vessel (Loss) Profit
(4,422
20,610
2,936
17,274
36,398
423
122
225
172
10,014
12,967
9,688
4,356
72,720
As of September 30, 2025
Historical Cost
121,308
314,843
250,170
111,060
Accumulated Depreciation
(68,744
(127,299
(111,930
(36,926
52,564
187,544
138,240
74,134
Total Assets (1)
75,945
224,620
194,700
90,183
585,448
18
6,593
28,809
16,411
11,500
63,313
1,188
3,048
375
620
5,231
7,781
31,857
16,786
12,492
6,297
6,083
5,769
3,791
21,940
1,655
3,455
3,318
1,517
9,945
2,615
681
832
1,940
6,068
799
599
927
259
2,584
2,514
2,053
6,574
3,975
1,131
465
5,796
12,555
17,307
13,020
10,025
(4,774
14,550
3,766
2,467
16,009
75
73
76
3,194
4,540
3,261
1,933
24,311
Operating loss
21,247
76,411
50,961
39,606
188,225
1,100
2,694
4,245
1,344
3,945
12,228
23,941
80,656
52,305
44,651
18,362
16,233
18,662
11,919
65,176
4,938
9,825
9,473
5,716
29,952
7,153
3,939
3,022
4,870
18,984
2,138
1,752
2,343
7,421
2,497
4,971
3,344
4,251
15,063
8,975
3,120
1,555
13,930
35,368
45,695
39,964
29,499
(11,427
34,961
12,341
15,152
51,027
419
425
258
9,138
10,004
6,587
73,905
As of September 30, 2024
198,688
332,880
250,456
139,421
921,445
(103,139
(119,953
(97,997
(41,515
(362,604
95,549
212,927
152,459
97,906
558,841
119,579
260,352
175,236
118,301
673,468
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, 2025, and 2024, the Company’s investments, at equity and advances to 50% or less owned companies were $2.7 million and $2.0 million, respectively. Equity in earnings of 50% or less owned companies for the nine months ended September 30, 2025 and 2024 were $1.5 million and $0.9 million, respectively.
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.
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 2024 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 2024 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of September 30, 2025, the Company operated a diverse fleet of 45 support vessels, all of which were owned. 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 and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. 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 United States (“U.S.”), primarily Gulf of America; Africa and Europe; the Middle East and Asia; and Latin America, primarily in Mexico and Guyana. The Company’s vessels are highly mobile and regularly and routinely move between countries within a geographic region. 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 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. For example, 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 steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but subsequently decreased to pre-conflict levels. During the nine months ended September 30, 2025, WTI oil prices reached a high of $81 per barrel and a low of $57 per barrel, ending the period at $62 per barrel.
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.
The Company closely monitors the availability of vessels in the offshore support vessel market as the utilization and day rates of the Company’s fleet is dependent on the supply and demand dynamics for its vessels. For example, low oil and natural gas prices and a corresponding decline in offshore exploration may reduce demand for the Company’s vessels and in the past such declines have forced many operators in the industry to restructure, liquidate assets or consolidate with other operators. Additionally, the delivery of newly built offshore support vessels to the industry-wide fleet has in the past contributed to an oversupply of vessels in the market, thereby further decreasing the demand for the Company’s existing offshore support vessel fleet. A combination of low customer exploration and drilling activity levels, and 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. Alternatively, increasing activity levels and a stable supply of offshore support vessels could support higher utilization and day rates and improved financial performance of the Company’s business.
Certain macro drivers somewhat independent of oil and natural gas prices may support the Company’s business, including: (i) underspending by oil and natural gas producers over the last five to ten years leading to pent up demand for maintenance and growth capital expenditures; (ii) improved extraction technologies; and (iii) the need for offshore wind farm support as the industry grows. While the Company expects that alternative forms of energy will continue to develop and add to the world’s energy mix, especially as certain governments, supranational groups, institutional investors, and various other parties focus on climate change causes and concerns, the Company believes that for the foreseeable future demand for gasoline and oil will be sustained, as will demand for electricity from natural gas. Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase as development of these forms of renewable energy expands.
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 to operate within current and projected market conditions. As of September 30, 2025, one of the Company’s 45 owned vessels were cold-stacked worldwide.
Recent Developments
Securities Repurchase
Vessel Sales
On September 29, 2025, the Company completed the sale of the U.S. flag liftboat L/B Jill and the U.S. flag liftboat L/B Robert (together, the “Liftboat Sales”) for total proceeds of $76.0 million. In addition, concurrently with the closing of the Liftboat Sales, the Company sold certain uninstalled vessel equipment for total proceeds of $1.0 million (the “Equipment Sale”). After deducting transaction costs and expenses, the Company received net cash proceeds of $74.7 million and recognized a gain of $30.5 million for the Liftboat Sales and the Equipment Sale. None of the sale proceeds from the Liftboat Sales and the Equipment Sale are encumbered by the Company’s 2024 SMFH Credit Facility or required to be used to repay such facility.
On April 24, 2025, the Company completed the sale of one FSV built in 2009 for total proceeds of $4.6 million and a gain of approximately $3.0 million. Of these sale proceeds, approximately $3.8 million was designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On April 7, 2025, the Company completed the sale of two 201 foot, DP-2 PSVs built in 2014 for total proceeds of $28.8 million and a gain of $16.1 million. Of these sale proceeds, approximately $12.9 million was used to complete the Securities Repurchase, and approximately $10.9 million was designated to make future payments on the construction of two PSVs and deposited in a restricted account.
On December 10, 2024, the Company completed the sale of two AHTS for total proceeds of $22.5 million and a gain of $15.6 million. This sale marked the Company’s exit from the AHTS asset class and a portion of the proceeds were used to partially fund the contract price for the newbuild PSVs described below. As of June 30, 2025, the Company managed one sold AHTS on behalf of the new owners. On April 12, 2025, the Company handed over the management of one of the two sold AHTS to the new owners. On July 2, 2025, the Company handed over the management of the second of the two sold AHTS to the new owners.
Debt Refinancing, Maturity Extension and Newbuild Orders
23
On November 27, 2024, 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 senior secured term loan of up to $391.0 million (the “2024 SMFH Credit Facility” and such agreement, the “2024 SMFH Credit Agreement”) with an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.
The 2024 SMFH Credit Facility is divided into two tranches, Tranche A consists of up to $350.0 million and Tranche B consists of up to $41.0 million. Tranche A has been fully drawn with the proceeds used to, among other things, refinance $328.7 million of principal indebtedness under multiple debt facilities, including $203.7 million of secured indebtedness and $125.0 million of unsecured indebtedness due in 2026, inclusive of $35.0 million of convertible debt. $24.6 million of Tranche B remained undrawn as of September 30, 2025 with the proceeds available solely to finance up to 50% of the payments to Fujian Mawei Shipbuilding Ltd. with respect to the shipbuilding contracts for the construction of two PSVs with a contract price of $41.0 million per vessel. The remainder of the purchase price of the vessels will be paid through asset sale proceeds and cash on hand. The PSVs are each 4,650 tons deadweight with a 1,000 square meter deck area and equipped with medium speed diesel engines and an integrated battery energy storage system for higher fuel efficiency and lower running costs. The PSVs are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027, respectively. The 2024 SMFH Credit Facility matures in December 2029.
At the Market Program
On February 7, 2025, SEACOR Marine entered into an at-the-market offering program (“ATM Program”) pursuant to a 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, as principal or through the Sales Agent, of shares of Common Stock having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). The sale 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 NYSE, the existing trading market for the Common Stock, or any other market venue where the 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. Upon the execution and effectiveness of the Sales Agreement, the at-the-market offering program entered into with the Sales Agent in November of 2023 was terminated. No sales have been made under the Sales Agreement since it was entered into.
24
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, 2025 compared with the three and nine months (“Prior Year Quarter” and “Prior Year Nine Months”) ended September 30, 2024. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2024, 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):
Time Charter Statistics:
Average Rates Per Day
19,490
18,879
19,358
19,021
Fleet Utilization
66
65
Fleet Available Days
4,321
5,026
13,214
15,026
95
92
94
93
100
31
81
77
79
Lease expense - operating
0
112
111
51
(9
(10
Other Expense, Net
(7
(17
(14
(26
(0
(25
(8
(24
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 11. Segment Information” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q.
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):
20,419
17,983
17,818
25,541
53
64
68
926
1,656
1,104
635
26
23,058
18,158
17,056
23,855
41
74
3,055
5,034
3,362
1,763
27
17,188
18,875
17,825
21,984
42
72
63
920
1,990
1,288
828
21,793
17,629
17,265
24,230
35
2,768
5,735
3,949
2,574
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
Otheractivity
14,007
21,507
33,566
58
1,932
1,748
641
19,131
24,439
12,388
592
1,128
19,697
25,877
13,516
4,502
7,882
5,209
6,041
4,618
3,943
678
1,113
270
546
1,145
1,480
2,030
951
2,889
3,262
407
15,860
19,451
12,294
4,695
3,968
3,450
13,758
21,117
34,601
56
5,847
5,376
1,991
56,061
71,165
38,345
1,844
1,533
3,585
57,905
75,090
41,930
13,961
24,800
16,129
211
269
12,566
12,366
11,536
34
1,697
5,619
4,126
(4
1,470
2,083
3,762
(228
(56
4,102
6,482
2,777
6,099
7,479
1,692
84
256
39,895
58,829
40,022
103
14,330
12,044
10,593
948
339,897
295,814
141,850
18,872
(837
(173,003
(78,326
(74,094
(18,639
166,894
217,488
67,756
233
AHTS
FSV
PSV
10,316
13,102
21,819
36,423
82
334
2,024
736
1,576
21,606
24,488
15,643
2,855
1,142
209
1,589
22,618
27,715
16,785
981
5,637
9,360
5,926
239
4,378
3,798
1,531
436
448
2,629
2,555
532
636
1,334
90
1,962
3,594
928
263
2,238
2,821
473
2,075
15,195
22,838
12,747
52
363
175
4,744
4,117
3,866
8,864
12,669
20,696
44,055
57
78
59
55
1,062
6,028
5,744
2,192
5,366
59,385
70,268
53,206
232
1,654
5,537
3,580
1,225
5,598
61,039
76,905
56,786
3,090
17,115
27,189
18,908
(1,126
924
12,043
11,342
5,620
784
2,774
8,631
6,795
206
1,355
2,068
4,098
(306
775
4,006
7,058
3,224
780
5,737
6,066
1,335
6,559
43,030
62,354
39,980
(1,397
339
992
525
14,234
12,318
11,597
341,459
303,799
244,564
18,954
(5,660
(156,467
(65,467
(116,326
(18,684
7,009
184,992
238,332
128,238
Fleet Counts. The Company’s fleet count as of September 30, 2025 and December 31, 2024 was as follows:
Owned
Managed
45
33
United States, primarily Gulf of America. For the three and nine months ended September 30, 2025 and 2024 the Company’s time charter statistics and direct vessel profit (loss) 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,
Rates Per Day Worked:
10,440
10,782
10,213
14,239
13,722
14,255
14,025
26,133
25,420
29,973
35,024
Overall
Utilization:
85
Available Days:
215
276
758
822
184
906
548
435
460
1,391
1,398
Operating revenues:
89
Direct operating expenses:
61
88
161
114
(48
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $3.4 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $3.2 million higher due to the repositioning of three vessels into the region subsequent to the Prior Year Quarter. Charter revenues were $0.7 million higher for the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”), which consists of seven vessels, due to higher average day rates of $24,094 in the Current Year Quarter compared to $17,605 in the Prior Year Quarter offset by lower utilization of 46% in the Current Year Quarter compared to 54% in the Prior Year Quarter. Charter revenues were $0.5 million lower due to net asset dispositions. As of September 30, 2025, the Company had one of eight owned vessels (one FSV) cold-stacked in this region compared with two of ten vessels (one liftboat and one FSV) as of September 30, 2024.
Direct Operating Expenses. Direct operating expenses were $2.7 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $4.4 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, which includes $0.6 million of standby costs incurred prior to the sale of the liftboats L/B Jill and L/B Robert, and $1.0 million lower due to net asset dispositions. Direct operating expenses were $2.7 million higher due to the repositioning of vessels between geographic regions.
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $7.7 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $5.3 million higher due to the repositioning of three vessels into the region subsequent to the Prior Year Nine Months. Charter revenues were $3.6 million higher for the Regional Core Fleet, which consists of eight vessels, due to higher average day rates of $26,093 in the Current Year Nine Months compared to $22,671 in the Prior Year Nine Months, and higher utilization of 43% in the Current Year Nine Months compared to 42% in the Prior Year Nine Months. Charter revenues were $1.2 million lower due to net asset dispositions.
Direct Operating Expenses. Direct operating expenses were $0.6 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $10.0 million higher due to the repositioning of vessels between geographic regions offset by $5.8 million lower direct operating expenses for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, which includes $0.6 million of standby costs incurred prior to the sale of the liftboats L/B Jill and L/B Robert, and $3.6 million lower due to net asset dispositions.
Africa and Europe. For the three and nine months ended September 30, 2025 and 2024 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):
10,370
10,137
15,356
15,963
15,587
14,975
22,585
24,401
22,744
23,924
86
80
242
788
2,850
2,901
2,184
2,046
97
Direct Vessel Profit
43
Operating Revenues. Charter revenues were $6.5 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $4.7 million lower for the Regional Core Fleet, which consists of 18 vessels, primarily due to lower average day rates of $17,984 in the Current Year Quarter compared to $19,549 in the Prior Year Quarter and lower utilization of 75% in the Current Year Quarter compared to 83% in the Prior Year Quarter. Charter revenues were $0.9 million lower due to the disposition of three vessels subsequent to the Prior Year Quarter and $0.9 million lower due to the repositioning of one vessel out of the region subsequent to the Prior Year Quarter. Other marine services were $2.3 million lower primarily due to lower mobilization revenues. As of September 30, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $0.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.9 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, $1.7 million lower due to net asset dispositions and $0.4 million lower due to the repositioning of vessels between geographic regions.
Operating Revenues. Charter revenues were $8.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $5.6 million lower for the Regional Core Fleet, which consists of 17 vessels, primarily due to lower utilization of 74% in the Current Year Nine Months compared to 81% in the Prior Year Nine Months and lower average day rates of $18,282 in the Current Year Nine Months compared to $18,787 in the Prior Year Nine Months. Charter revenues were $3.7 million lower due to the disposition of three vessels subsequent to the Prior Year Nine Months. Charter revenues were $0.6 million higher due to the repositioning of one vessel into the region subsequent to the Prior Year Nine Months. Other marine services were $1.9 million lower primarily due to lower mobilization revenues.
Direct Operating Expenses. Direct operating expenses were $3.8 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $8.1 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, $3.3 million lower due to net asset dispositions and $1.0 million lower due to the repositioning of vessels between geographic regions.
Middle East and Asia. For the three and nine months ended September 30, 2025 and 2024 the Company’s time charter statistics and direct vessel (loss) profit in the Middle East and Asia were as follows (in thousands, except statistics):
10,242
6,971
10,429
8,359
9,394
8,230
20,781
17,964
17,109
16,367
40,800
45,900
40,374
69
50
274
552
1,632
1,757
368
1,184
1,370
98
107
37
Operating Revenues. Charter revenues were $3.8 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.5 million lower for the Regional Core Fleet, which consists of 11 vessels, due to lower utilization of 67% in the Current Year Quarter compared to 73% in the Prior Year Quarter and lower average day rates of $17,956 in the Current Year Quarter compared to $19,680 in the Prior Year Quarter. Charter revenues were $1.8 million lower due to the disposition of three vessels subsequent to the Prior Year Quarter and $0.5 million higher due to the repositioning of one vessel into the region subsequent to the Prior Year Quarter. As of September 30, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $0.8 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.5 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, $0.9 million higher due to the repositioning of vessels between geographic regions and $1.6 million lower due to net asset dispositions.
Operating Revenues. Charter revenues were $10.3 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $5.2 million lower for the Regional Core Fleet, which consists of 11 vessels, due to lower average day rates of $17,241 in the Current Year Nine Months compared to $19,945 in the Prior Year Nine Months offset by higher utilization of 75% in the Current Year Nine Months compared to 73% in the Prior Year Nine Months. Charter revenues were $5.1 million lower due to the disposition of two vessels subsequent to the Prior Year Nine Months. Other marine services were $0.3 million lower primarily due to lower catering revenues.
Direct Operating Expenses. Direct operating expenses were $1.2 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $5.3 million lower due to net asset dispositions, $3.6 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, and $0.5 million higher 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, 2025 and 2024 the Company’s time charter statistics and direct vessel profit in Latin America were as follows (in thousands, except statistics):
15,523
14,950
15,232
28,047
21,379
28,169
20,977
89,500
35,825
88,930
55,379
60
40
99
245
607
1,102
1,780
246
91
Operating Revenues. Charter revenues were $0.1 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $2.8 million lower due to the repositioning of one vessel out of the region subsequent to the Prior Year Quarter. Charter revenues were $2.7 million higher for the Regional Core Fleet, which consists of six vessels, primarily due to higher utilization of 68% in the Current Year Quarter compared to 58% in the Prior Year Quarter and higher average day rates of $22,598 in the Current Year Quarter compared to $19,459 in the Prior Year Quarter. Other marine services were $0.4 million lower primarily due to lower mobilization and catering revenues. As of September 30, 2025 and 2024, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $4.0 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $2.2 million lower due to the repositioning of vessels between geographic regions and $1.8 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
39
Operating Revenues. Charter revenues were $10.2 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $18.2 million lower due to the repositioning of three vessels out of the region subsequent to the Prior Year Nine Months. Charter revenues were $8.0 million higher for the Regional Core Fleet, which consists of six vessels, primarily due to higher utilization of 68% in the Current Year Nine Months compared to 61% in the Prior Year Nine Months and higher average day rates of $23,005 in the Current Year Nine Months compared to $19,002 in the Prior Year Nine Months. Other marine services were $2.4 million lower primarily due to lower catering revenues.
Direct Operating Expenses. Direct operating expenses were $14.6 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $9.8 million lower due to the repositioning of vessels between geographic regions and $4.8 million lower for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
Other Operating Expenses
Lease Expense. Leased-in equipment expense for the Current Year Quarter and Current Year Nine Months was $0.1 million lower and $0.4 million lower compared to the Prior Year Quarter and Prior Year Nine Months due to having no leased-in vessels in the Current Year Quarter and Current Year Nine Months compared to one in the Prior Year Quarter and Prior Year Nine Months.
Administrative and general. Administrative and general expenses for the Current Year Quarter and Current Year Nine Months were $0.3 million higher and $0.9 million higher compared to the Prior Year Quarter and Prior Year Nine Months primarily due to increases in professional fees offset by decreases in wages and benefits expenses and decreases in allowance for credit losses.
Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Nine Months were $0.8 million lower and $1.7 million lower compared to the Prior Year Quarter and Prior Year Nine Months due to net fleet changes.
Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold two liftboats and other equipment for net cash proceeds of $76.1 million, after transaction costs, and a gain of $30.2 million. During the Prior Year Quarter, the Company sold one AHTS, previously classified as held for sale, and other equipment for net cash proceeds of $2.3 million, after transaction costs, and a gain of $1.8 million.
During the Current Year Nine Months, the Company sold one FSV and two PSVs, previously classified as held for sale, as well as three liftboats and other equipment not previously classified as such for net cash proceeds of $116.1 million, after transaction costs, and a gain of $55.2 million. During the Prior Year Nine Months, the Company sold one AHTS, previously classified as held for sale, and other equipment for net cash proceeds of $2.4 million, after transaction costs, and a gain of $1.9 million.
Other Income (Expense), Net
For the three and nine months ended September 30, 2025 and 2024, the Company’s other income (expense) was as follows (in thousands):
Interest income. Interest income was lower for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months due to reduced cash balances held in interest bearing accounts.
Interest expense. Interest expense was lower 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 lower interest rate on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum), which was entered into on November 27, 2024 compared to the 2023 SMFH Credit Facility (which bore interest at a fixed rate of 11.75% per annum), which was entered into on September 8, 2023.
Derivative gains (losses), net. Net derivative gains for the Current Year Quarter compared with the Prior Year Quarter were nearly flat. Net derivative gains for the Current Year Nine Months compared with net derivative losses for the Prior Year Nine Months were due to the weakening of the U.S. dollar in relation to the Norwegian Kroner for an open forward currency exchange contract, which is denominated in Norwegian Kroner.
Foreign currency gains (losses), net. Net foreign currency gains for the Current Year Quarter compared with foreign currency losses in the Prior Year Quarter were primarily due to the strengthening of the U.S. dollar in relation to the pound sterling. Net foreign currency losses for the Current Year Nine Months compared with the Prior Year Nine Months increased primarily due to the weakening of the U.S. dollar in relation to the pound sterling.
Gains on insurance claim settlement. Gains on insurance claim settlement during the Current Year Quarter and Current Year Nine Months were due to the Company entering into insurance claim settlements for a total of $12.1 million, of which $4.6 million was in excess of an insurance claim receivable of $7.5 million previously deferred with respect to the liftboat L/B Robert.
During the nine months ended September 30, 2025, the Company’s effective income tax rate of 149.6% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit for U.S. income tax purposes.
Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $0.6 million lower and earnings for the Current Year Nine Months compared with the Prior Year Nine Months were $0.6 million higher due to the following changes in equity earnings (in thousands):
914
1,322
2,206
135
178
(1,328
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 2024 SMFH Credit Facility. The Company may use its liquidity to fund capital expenditures, make acquisitions or to make other investments. Sources of liquidity are cash balances, cash flows from operations and sales under the Company’s ATM Program, which has approximately $25.0 million of remaining sales capacity as of September 30, 2025. From time to time, the Company may secure additional liquidity through asset sales or the issuance of debt, shares of Common Stock or common stock of its subsidiaries, preferred stock or a combination thereof.
As of September 30, 2025 and September 30, 2024, the Company held balances of cash, cash equivalents and restricted cash totaling $108.2 million and $37.9 million, respectively.
As of September 30, 2025, the Company had outstanding debt of $341.9 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of September 30, 2025, are as follows (in thousands):
Actual
Remainder 2025
7,500
31,353
31,242
246,305
As of September 30, 2025, the Company had unfunded capital commitments of $54.5 million consisting of $51.3 million in respect of the construction of two PSVs, $2.0 million in respect of four hybrid battery power systems and $1.2 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $4.8 million is payable during 2025, $31.4 million is payable during 2026 and the remainder is payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, previously described in the 2024 Annual Report, $18.0 million of the proceeds from the sale of two AHTS in the fourth quarter of 2024 was designated to make payments on the construction of two PSVs. In addition, during the second quarter of 2025, $3.8 million of the proceeds from the sale of one FSV and $10.9 million of the proceeds from the sale of two PSVs were also designated to make payments on the construction of the two PSVs. As of September 30, 2025, $16.6 million remained in a restricted account as a result of these transactions. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels. $16.4 million of this tranche was drawn as of September 30, 2025.
Summary of Cash Flows
The following is a summary of the Company’s cash flows for the nine months ended September 30, 2025 and 2024 (in thousands):
Cash flows provided by or (used in):
Operating Activities
Investing Activities
Financing Activities
Cash flows used in operating activities was $24.2 million in the Current Year Nine Months, an increase of $5.4 million compared to $18.8 million in the Prior Year Nine Months due to changes in working capital, one-time insurance claim settlements and a decrease in days worked primarily due to net fleet changes. 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):
DVP:
United States, primarily Gulf of America
Africa and Europe
Middle East and Asia
Latin America
Operating, leased-in equipment
(522
(1,658
Administrative and general (excluding provisions for bad debts and amortization of share awards)
(30,050
(28,845
Other, net (excluding non-cash losses)
13,385
23,374
Changes in operating assets and liabilities before interest and income taxes
(12,731
(21,749
Cash settlements on derivative transactions, net
Interest paid, excluding capitalized interest (1)
(26,683
(21,925
Interest received
Income taxes refunded (paid) , net
Total cash flows used in operating activities
For a detailed discussion of the Company’s financial results for the reported periods, see “Consolidated Results of Operations” included above. Changes in operating assets and liabilities before interest and income taxes are the result of the Company’s working capital requirements.
During the Current Year Nine Months, net cash provided by investing activities was $75.8 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash used in investing activities was $1.9 million, primarily as a result of the following:
During the Current Year Nine Months, net cash used in financing activities was $19.5 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash used in financing activities was $25.6 million primarily as a result of the following:
Short and Long-Term Liquidity Requirements
The Company believes that a combination of cash balances on hand, cash generated from operating activities and access to the credit and capital markets, including the $25.0 million in remaining sales capacity under the ATM Program, will provide sufficient liquidity to meet its obligations, including to support its capital expenditures, working capital needs, debt service requirements and covenant compliance over the short to long term. With respect to capital expenditures related to the construction of two PSVs, up to $24.6 million remains available under Tranche B of the 2024 SMFH Credit Facility as of September 30, 2025. 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 2024 SMFH Credit Facility.
Debt Securities and Credit Agreements
For a discussion of the Company’s debt securities and credit agreements, see “Note 4. 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 5. Long-Term Debt” in the Company’s audited consolidated
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financial statements included in its 2024 Annual Report. There have been no material changes to the Company’s long-term debt during the period.
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 2024 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2024, except as described in “Results of Operations - Liquidity and Capital Resources” in this Quarterly Report on Form 10-Q.
Contingencies
For a discussion of the Company’s contingencies, see “Note 10. 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.
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 2024 Annual Report. There has been no material change in the Company’s exposure to market risk during the nine months ended September 30, 2025.
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, 2025. 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, 2025 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.
PART II—OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of developments with respect to pending legal proceedings described in the Company’s 2024 Annual Report, see “Note 9. 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.
ITEM 1A. RISK FACTORS
For a discussion of the Company’s risk factors, refer to “Risk Factors” included in the Company’s 2024 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 ofShares Purchased
Average Price perShare
Total Number ofShares Purchasedas Part of a PubliclyAnnounced Plan
Maximum Numberof Shares that maybe Purchased Underthe Plan
July 1, 2025 to July 31, 2025
August 1, 2025 to August 31, 2025
September 1, 2025 to September 30, 2025
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the third quarter of 2025, none of our directors or Section 16 officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).
ITEM 6. EXHIBITS
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.
32.1
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 With Embedded Linkbase Documents.
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The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL.
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.
Date:
October 29, 2025
By:
/s/ John Gellert
John Gellert, President,
Chief Executive Officer
(Principal Executive Officer)
/s/ Jesús Llorca
Jesús Llorca, Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
/s/ Gregory S. Rossmiller
Gregory S. Rossmiller,
Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)
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