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, 2026 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 23, 2026 was 27,151,122. 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, 2026 and December 31, 2025
Condensed Consolidated Statements of Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025
2
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2026 and 2025
3
Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2026 and 2025
4
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
22
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
44
Item 4.
Controls and Procedures
Part II.
Other Information
45
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
46
i
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
September 30, 2026
December 31, 2025
ASSETS
Current Assets:
Cash and cash equivalents
$
41,924
68,934
Restricted cash
33,666
24,182
Receivables:
Trade, net of allowance for credit loss of $4,134 and $4,135 as of September 30, 2026 and December 31, 2025, respectively
66,828
64,522
Other
6,283
3,965
Inventories
2,038
2,196
Prepaid expenses and other
6,098
5,173
Assets held for sale
—
10,812
Total current assets
156,837
179,784
Property and Equipment:
Historical cost
747,581
776,833
Accumulated depreciation
(353,151
)
(348,812
394,430
428,021
Construction in progress
61,485
47,002
Net property and equipment
455,915
475,023
Right-of-use asset - operating leases
784
982
Right-of-use asset - finance leases
102
19
Investments, at equity, and advances to 50% or less owned companies
956
2,938
Other assets
1,921
1,855
Total assets
616,515
660,601
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities
464
405
Current portion of finance lease liabilities
24
12
Current portion of long-term debt
31,048
30,000
Accounts payable
12,215
21,268
Accrued wages and benefits
3,848
5,357
Accrued capital, repair and maintenance expenditures
10,351
2,870
Unearned revenue
872
1,096
Accrued insurance deductibles and premiums
4,098
3,371
Other current liabilities
8,293
6,350
Total current liabilities
71,213
70,729
Long-term operating lease liabilities
477
607
Long-term finance lease liabilities
84
8
Long-term debt
281,935
304,644
Deferred income taxes
18,175
19,376
Deferred gains and other liabilities
489
565
Total liabilities
372,373
395,929
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 28,482,267 and 28,049,242 shares issued as of September 30, 2026 and December 31, 2025, respectively
285
280
Additional paid-in capital
475,603
471,862
Accumulated deficit
(230,420
(208,444
Shares held in treasury of 1,331,145 and 1,097,456 as of September 30, 2026 and December 31, 2025, respectively, at cost
(11,470
(9,691
Accumulated other comprehensive income, net of tax
9,823
10,344
243,821
264,351
Noncontrolling interests in subsidiaries
321
Total equity
244,142
264,672
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,
2026
2025
Operating Revenues
57,251
59,194
156,163
175,503
Costs and Expenses:
Operating
38,317
47,684
122,574
139,105
Administrative and general
10,034
11,269
32,331
34,753
Lease expense
337
853
942
Depreciation and amortization
9,954
12,125
31,002
37,025
58,642
71,358
186,760
211,825
(Losses) Gains on Asset Dispositions and Impairments, Net
(4
30,230
38,791
55,202
Operating (Loss) Income
(1,395
18,066
8,194
18,880
Other Income (Expense):
Interest income
420
297
1,354
1,105
Interest expense
(7,581
(8,947
(24,064
(27,377
Derivative gains, net
17
229
Foreign currency gains (losses), net
201
218
(302
(3,097
Gains on insurance claim settlement
4,581
Other, net
(221
23
(6,941
(4,055
(22,989
(24,780
(Loss) Income Before Income Tax Expense and Equity in (Losses) Earnings of 50% or Less Owned Companies
(8,336
14,011
(14,795
(5,900
Income Tax Expense
1,074
5,410
7,233
8,822
(Loss) Income Before Equity in (Losses) Earnings of 50% or Less Owned Companies
(9,410
8,601
(22,028
(14,722
Equity in (Losses) Earnings of 50% or Less Owned Companies
(54
393
52
1,500
Net (Loss) Income
(9,464
8,994
(21,976
(13,222
Net (Loss) Earnings Per Share:
Basic
(0.36
0.35
(0.85
(0.50
Diluted
Weighted Average Common Stock Outstanding:
26,157,107
25,657,809
26,006,085
26,409,312
25,887,710
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Three Months Ended
Nine Months Ended
September 30,
Other Comprehensive Income (Loss):
Foreign currency translation gains (losses)
85
(686
(521
3,153
Comprehensive (Loss) Income
(9,379
8,308
(22,497
(10,069
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, 2026
26,951,786
1,097,456
Excise tax on stock repurchase
Employee restricted stock grants
307,755
Amortization of share awards
3,639
Exercise of options
18,296
80
Employee restricted stock vesting
(215,466
215,466
(1,644
Performance restricted stock vesting
18,202
12,721
(93
Director restricted stock grants
81,477
Director restricted stock vesting
(5,502
5,502
(42
Forfeiture of employee share awards
(5,426
Net loss
Other comprehensive loss
27,151,122
1,331,145
For the Three Months Ended September 30, 2026
June 30, 2026
27,132,826
284
474,395
(220,956
9,738
252,312
1,128
Other comprehensive income
For the Nine Months Ended September 30, 2025
December 31, 2024
27,669,361
287
479,283
796,965
(8,110
(180,600
7,141
298,322
Repurchase of Common Stock
(1,355,761
(13
(7,076
(7,089
Repurchase of warrants
(6,668
644,880
4,690
(216,874
216,874
(1,141
110,741
74,189
(377
125,923
(1
(2,011
2,011
(11
September 30, 2025
26,976,259
281
470,228
1,090,039
(9,639
(193,822
10,294
277,663
For the Three Months Ended September 30, 2025
June 30, 2025
468,669
(202,816
10,980
267,796
1,559
Net income
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
128
Stock-based compensation expense
3,644
4,696
Debt discount amortization
711
694
Allowance for credit losses
(5
7
Gains from equipment sales, retirements or impairments, net
(38,791
(55,202
Derivative gains
(229
Interest on finance leases
Settlements on derivative transactions, net
(373
Currency losses
302
3,097
(1,201
(1,428
Equity earnings
(52
(1,500
Dividends received from 50% or less owned companies
2,027
3,199
Changes in Operating Assets and Liabilities:
Accounts receivables
(5,017
(1,083
(400
1,605
Accounts payable and accrued liabilities
(1,831
(1,491
Net cash used in operating activities
(31,456
(24,202
Cash Flows from Investing Activities:
Purchases of property and equipment
(19,593
(40,356
Proceeds from disposition of property and equipment
57,716
116,132
Net cash provided by investing activities
38,123
75,776
Cash Flows from Financing Activities:
Payments on long-term debt
(22,500
(20,000
Proceeds from issuance of long-term debt, net of debt discount and issuance costs
15,799
Payments on finance leases
(15
(16
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
(1,779
(1,529
Net cash used in financing activities
(24,192
(19,503
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents
(3
Net Change in Cash, Restricted Cash and Cash Equivalents
(17,526
32,068
Cash, Restricted Cash and Cash Equivalents, Beginning of Period
93,116
76,140
Cash, Restricted Cash and Cash Equivalents, End of Period
75,590
108,208
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest
23,225
26,683
Income taxes refunded, net
1,095
Noncash Investing and Financing Activities:
Increase (decrease) in capital expenditures in accounts payable and accrued liabilities
267
(5,377
Recognition of a new right-of-use asset - operating leases
230
Recognition of a new right-of-use asset - finance leases
95
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 (“U.S. 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, 2025 (the “2025 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 December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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. The Company adopted ASU 2023-09 for the year ended December 31, 2025, which only affected the disclosures and did not impact the Company’s consolidated financial position or results of operations.
Recently Issued Accounting Standards.
On December 18, 2025, the FASB issued ASU 2025-12, Codification Improvements, which clarifies, correct errors in and make improvements related to various topics in the FASB Accounting Standards Codification (“ASC”). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2026. While early adoption is permitted on an issue-by-issue basis, 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 December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow Scope Improvements, which clarifies interim financial reporting requirements by improving the navigability of the guidance and more clearly specifies what disclosures are required in an interim reporting period. The guidance is effective for interim periods in fiscal years beginning after December 15, 2027. 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 September 29, 2025, the FASB issued 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 November 4, 2024, the FASB issued ASU 2024-03, Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregation of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within the fiscal years beginning after December 15, 2027. 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 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 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.
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 U.S. GAAP 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 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 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 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 and is considered a contract liability and is recognized as such until the criteria are met. Contract liabilities, which are included in unearned revenue in the accompanying consolidated balance sheets, as of September 30, 2026 and December 31, 2025 were as follows (in thousands):
Balance at beginning of period
2,534
Unearned revenues during the period
398
6,935
Revenues recognized during the period
(622
(8,373
Balance at end of period
As of September 30, 2026 and December 31, 2025, the Company had unearned revenue of $0.9 million and $1.1 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 and international oil companies, large independent oil and natural gas exploration and production companies and established wind farm construction companies. Customers are granted credit on a short-term basis and the related credit risks have historically been limited. 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, 2026, 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 $3.4 million and $1.5 million of capitalized interest recognized during the nine months ended September 30, 2026 and 2025, respectively.
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, 2026 and 2025, the Company did not record impairment charges on any owned vessels. Impairment charges are included in gains (losses) on asset dispositions and
9
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, 2026, the Company assessed that their estimated fair value exceeds their current carrying values. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers and other market data such as recent sales of similar vessels.
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, 2026 and 2025, 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, 2026, the Company’s effective income tax rate of 48.9% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
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 unless anti-dilutive. As of June 30, 2025, the Company no longer had any Warrants outstanding as a result of the completion of the repurchase of the Warrants as previously described in the 2025 Annual Report.
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, 2026 and 2025, diluted (loss) earnings per share of Common Stock excluded 1,057,069 and 1,185,624 shares of restricted stock, respectively, and 986,069 and 958,422 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, 2026 and 2025, diluted loss per share of Common Stock excluded 1,057,069 and 1,349,373 shares of restricted stock, respectively, and 986,069 and 1,008,865 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, 2026, capital expenditures were $19.6 million and there were no equipment deliveries. During the nine months ended September 30, 2026, the Company sold three platform supply vessels (“PSV”), two liftboats and one fast support vessel (“FSV”), each previously classified as held for sale, and other equipment for net cash proceeds of $57.7 million after transaction costs, for a gain of $38.8 million. During the nine months ended September 30, 2025, the Company sold two PSVs and one FSV, each previously classified as held for sale, as well as three liftboats and other equipment, each not previously classified as held for sale, for net cash proceeds of $116.1 million after transaction costs, for a gain of $55.2 million.
Investments, at equity, and advances to 50% or less owned companies as of September 30, 2026 and December 31, 2025 were as follows (in thousands):
Ownership
Seabulk Angola
49.0
%
446
1,058
SEACOR Marine Arabia
45.0
441
1,809
20.0% - 50.0%
69
71
The Company’s long-term debt obligations as of September 30, 2026 and December 31, 2025 were as follows (in thousands):
2024 SMFH Credit Facility
316,400
338,900
Current portion due within one year
(31,048
(30,000
Unamortized debt discount
(2,896
(3,607
Deferred financing costs
(649
Long-term debt, less current portion
As of September 30, 2026, the Company was in compliance with all debt covenants and lender requirements.
During the second quarter of 2026, the Company exercised its right to cancel the remaining $24.6 million of Tranche B of the 2024 SMFH Credit Facility available to be drawn to fund construction of two new PSVs because the Company has funded substantially all of the amounts remaining to be paid for the two PSVs through vessel and other asset sales, and such amounts are currently held in a restricted escrow account, with a balance of $33.0 million as of September 30, 2026.
Letters of Credit. As of September 30, 2026 and December 31, 2025, the Company had outstanding letters of credit of $0.4 million securing lease obligations, labor and performance guaranties.
As of September 30, 2026, the Company leased-in certain facilities and other equipment but did not lease-in any vessels. 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 one to 243 months.
11
As of September 30, 2026, future minimum payments for leases for the remainder of 2026 and the years ended December 31, noted below, were as follows (in thousands):
Operating Leases
Finance Leases
Remainder of 2026
133
2027
419
38
2028
127
29
2029
70
2030
30
Years subsequent to 2030
480
1,259
122
Interest component
(318
(14
941
108
Current portion of long-term lease liabilities
Long-term lease liabilities
For the three and nine months ended September 30, 2026 and 2025 the components of lease expense were as follows (in thousands):
Operating lease costs
185
159
515
566
Finance lease costs:
Amortization of finance lease assets (1)
14
Interest on finance lease liabilities (2)
Short-term lease costs
152
121
338
376
346
870
964
For the nine months ended September 30, 2026 and 2025 supplemental cash flow information related to leases was as follows (in thousands):
Operating cash outflows from operating leases
468
522
Financing cash outflows from finance leases
15
16
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, 2026 and 2025 other information related to leases was as follows:
Weighted average remaining lease term, in years - operating leases
10.9
10.4
Weighted average remaining lease term, in years - finance leases
3.6
2.0
Weighted average discount rate - operating leases
8.8
Weighted average discount rate - finance leases
9.7
11.0
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, 2026:
Statutory rate
(21.0
)%
Foreign taxes
49.6
Income (loss) of foreign subsidiaries not includable in U.S. return
12.9
162(m) - executive compensation
4.0
Subpart F Income and GILTI
3.5
Share award plans
1.0
(1.1
Effective income tax rate
48.9
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. As of September 30, 2026 and December 31, 2025, the Company had no outstanding derivative instruments.
Economic Hedges. The Company may enter into 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 currency 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 on this contract, which were recognized in earnings. As of September 30, 2026 and December 31, 2025, the Company had no outstanding forward currency exchange contract.
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, 2026 and December 31, 2025, there were no interest rate swaps held by the Company and the Company had no floating rate debt.
Other Derivative Instruments. The Company had no derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2026 and recognized gains on derivative instruments not designated as hedging instruments for the three and nine months ended September 30, 2025 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. As of September 30, 2026, the Company had no outstanding foreign currency exchange contract.
13
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 had no financial assets and liabilities as of September 30, 2026 and December 31, 2025 that are measured at fair value on a recurring basis.
The estimated fair values of the Company’s other financial assets and liabilities as of September 30, 2026 and December 31, 2025 were as follows (in thousands):
Estimated Fair Value
CarryingAmount
Level 1
Level 2
Level 3
LIABILITIES
Long-term debt, including current portion
312,983
316,494
334,644
346,257
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. As of September 30, 2026 and December 31, 2025, the Company recognized no impairment charges on any owned vessels.
As of September 30, 2026, the Company had unfunded capital commitments of $37.4 million consisting of $35.5 million in respect of the construction of two PSVs, $1.7 million in respect of two hybrid battery power systems and $0.2 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $18.0 million is payable during the remainder of 2026, $17.7 million is payable during 2027 and the remainder is payable during 2028. As of September 30, 2026, $33.0 million of proceeds from prior vessel sales remained in a restricted account designated to make payments on the construction of the two PSVs, consistent with the terms of the 2024 SMFH Credit Facility as previously described in the 2025 Annual Report. The funds deposited in the restricted account will be used to fund the remaining payments for the construction of the two PSVs, without the need for any additional proceeds from Tranche B of the 2024 SMFH Credit Facility, of which $16.4 million was drawn as of September 30, 2026. During the second quarter of 2026, the Company exercised its right to cancel the remaining borrowing capacity of $24.6 million of this tranche in accordance with the terms of the 2024 SMFH Credit Facility.
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$32.4 million based on a historical potential levy of R$12.87 million (USD $6.2 million and USD $2.5 million, respectively, based on the exchange rate as of September 30, 2026).
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, 2026, 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, 2026 were as follows:
Restricted Stock Activity:
Outstanding as of December 31, 2025 (1)
1,304,145
Granted
468,987
Vested (2)
(710,637
Forfeited
Outstanding as of September 30, 2026 (3)
1,057,069
Stock Option Activity:
Outstanding as of December 31, 2025
1,006,365
Exercised
(18,296
(2,000
Outstanding as of September 30, 2026
986,069
For the nine months ended September 30, 2026, the Company acquired for treasury (i) 220,968 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 $1.7 million, and (ii) 12,721 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 $0.1 million. These shares were purchased in accordance with the terms of the Company’s 2022 Equity Incentive Plan or 2025 Equity Incentive Plan, as applicable.
The Company’s segment presentation and basis of measurement of segment profit or loss were changed in the second quarter of 2026 from what was previously described in the 2025 Annual Report. Certain reclassifications of prior period information have been made to conform the current period’s reportable segment presentation as a result of the Company’s decision to consolidate management of the United States (primarily Gulf of America) and Latin America (primarily Guyana, Brazil and Mexico) segments into a combined Americas segment. In prior periods the United States and Latin America were reported as separate segments. Due to the reduction of the United States operating segment through reduced charter activities as well as the repositioning of vessels out of the region, the Company’s United States operations are no longer analyzed by the chief operating decision maker on a standalone basis but rather as part of the Americas segment. As a result, for purposes of segment reporting and management oversight, the United States operations are now combined with the Latin America operations and reported and managed as a combined Americas segment, and prior period information has been conformed to the new consolidated reporting segment. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments for the periods indicated (in thousands):
Americas (2)
Africaand Europe
MiddleEastand Asia
Total
Operating Revenues:
Time charter
18,029
26,295
7,839
52,163
Bareboat charter
846
Other marine services
738
1,558
1,946
4,242
19,613
27,853
9,785
Direct Costs and Expenses:
Operating:
Personnel
5,457
5,439
4,019
14,915
Repairs and maintenance
2,644
3,657
3,108
9,409
Drydocking
(55
381
Insurance and loss reserves
511
633
2,502
3,646
Fuel, lubes and supplies
1,093
1,410
1,348
3,851
2,241
3,142
776
6,159
11,891
14,292
12,134
Direct Vessel Profit (Loss)
7,722
13,561
(2,349
18,934
Other Costs and Expenses:
213
55
2,393
4,490
3,071
20,325
Losses on asset dispositions and impairments, net
Operating loss
43,390
74,077
26,350
143,817
2,508
2,373
3,176
4,289
9,838
48,271
77,253
30,639
16,786
15,944
13,304
46,034
6,540
12,287
13,830
32,657
1,065
741
2,744
4,550
1,721
1,467
4,948
8,136
3,662
5,160
12,461
6,896
9,488
2,352
18,736
36,670
45,087
40,817
11,601
32,166
(10,178
33,589
581
217
8,727
13,038
9,237
64,186
Gains on asset dispositions and impairments, net
Operating income
As of September 30, 2026
Historical Cost
180,140
323,242
244,199
Accumulated Depreciation
(84,804
(146,470
(121,877
95,336
176,772
122,322
Total Assets (1)
117,378
225,018
195,976
538,372
18
20,995
22,357
12,606
55,958
1,338
733
319
2,390
23,179
23,090
12,925
8,195
4,465
4,956
17,616
2,274
6,531
5,798
14,603
1,018
1,413
2,430
1,011
326
611
1,948
1,443
1,781
1,241
1,882
3,573
1,167
6,622
15,823
18,089
13,772
7,356
5,001
(847
11,510
202
4,592
4,302
3,231
23,674
57,156
67,727
40,681
165,564
2,392
4,113
2,391
1,043
7,547
63,661
70,118
41,724
25,565
15,163
14,394
55,122
7,491
14,639
14,641
36,771
6,844
3,555
11,442
3,109
1,819
2,155
7,083
4,229
5,675
3,403
13,307
3,571
8,657
3,152
15,380
50,809
49,508
38,788
Direct Vessel Profit
12,852
20,610
2,936
36,398
595
225
14,370
12,967
9,688
72,720
As of September 30, 2025
232,368
314,843
250,170
797,381
(105,670
(127,299
(111,930
(344,899
126,698
187,544
138,240
452,482
166,128
224,620
194,700
585,448
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, 2026, and 2025, the Company’s investments, at equity, and advances to 50% or less owned companies were $1.0 million and $2.7 million, respectively. Equity in earnings of 50% or less owned companies for the nine months ended September 30, 2026 and 2025 were $0.1 million and $1.5 million, respectively.
During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. As a result of the cost reduction measures taken in the fourth quarter of 2025, the Company recognized savings of $2.9 million in wages and benefits expenses for the nine months ended September 30, 2026. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities.
20
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.
21
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, including our announcement of the commencement of a strategic review of the business, business prospects, anticipated economic performance and financial condition and other similar matters. Achievement of these expectations and strategic objectives, including any increase to shareholder value from the strategic review, business prospects, anticipated economic performance and financial condition 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 2025 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,” “may,” “will,” “could,” “should” 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 2025 Annual Report.
Overview
The Company provides global marine and support transportation services to offshore energy facilities worldwide. As of September 30, 2026, the Company operated a fleet of 38 support vessels, of which all 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 three principal geographic regions: the Americas; Africa and Europe; and the Middle East and Asia. 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, with the price per barrel going negative for a short period of time. Oil prices steadily increased since the lows of the pandemic and hit a multi-year high of $122 per barrel during 2022 primarily as a result of the conflict between Russia and Ukraine but subsequently decreased to pre-conflict levels. Volatility of oil prices has recently increased significantly and become more difficult to predict following the onset of the conflict with Iran and the associated effects the conflict has had on one of the world’s most important oil producing regions. During the nine months ended September 30, 2026, WTI oil prices reached a high of $113 per barrel and a low of $56 per barrel, ending the period at $90 per barrel. The conflict has also increased insurance and labor costs for the Company’s vessels operating in the Middle East and Asia region, a portion of which has been recharged to customers.
While the Company has experienced difficult market conditions over the past few years due to volatile oil and natural gas prices and the focus of oil and natural gas producing companies on cost and capital discipline, the increases since the lows experienced during the COVID-19 pandemic in oil and natural gas prices has led to an increase in utilization, day rates and customer inquiries about new projects.
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 natural gas, particularly in the context of expanded power generation demand worldwide. Some alternative forms of energy such as offshore wind farms support some of the Company’s operations and the Company expects such support to increase to the extent that development of these forms of renewable energy expands.
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 drydocking 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, 2026, none of the Company’s 38 owned vessels were cold-stacked worldwide.
Recent Developments
Strategic Alternatives Review
On July 29, 2026, the Company announced that its Board of Directors (“Board”) is evaluating potential strategic alternatives to maximize shareholder value. During the review process, the Board expects to evaluate a range of strategic alternatives that may include a sale of the Company, merger, other business combinations, sale of assets, or other transactions aimed at maximizing value for shareholders. The Board has retained independent financial advisors to assist in evaluating strategic alternatives. The Board and management team remain fully committed to acting in the best interests of the Company and its stakeholders throughout this evaluation process.
There can be no assurance that the strategic review process will result in any transaction or other strategic outcome. The Company has not established a timetable for completion of the review process and does not intend to disclose developments related to the review unless and until SEACOR Marine executes a definitive agreement with respect thereto, or the Board otherwise determines that further disclosure is appropriate or required.
Modification of 2024 Credit Agreement
On May 20, 2026, SEACOR Marine, as parent guarantor, and SEACOR Marine Foreign Holdings Inc., as borrower and wholly-owned subsidiary of the Company (“SMFH”), entered into a letter agreement (“Letter Agreement”) for the purposes of modifying that certain credit agreement, dated as of November 27, 2024, among the Company, SMFH, certain other wholly-owned subsidiaries of the Company, as subsidiary guarantors, an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee (the “2024 Credit Agreement”).
The Letter Agreement provided for (i) the release to SMFH of $13.7 million (the “Release”) from a restricted escrow account into which vessel sale proceeds are deposited from the sale of vessels that serve as collateral under the 2024 Credit Agreement (the “Escrow Account”) and (ii) the cancellation of the $24.6 million of undrawn commitments available under Tranche B of the 2024 Credit Agreement (“Tranche B”). The Tranche B commitments were exclusively available to make a portion of the payments for the construction of two platform supply vessels (“PSVs”), each with a contract price of $41.0 million per vessel. After giving effect to the Release, the Escrow Account held $41.0 million to be used to fully fund the remaining PSV construction payments without the need for any additional borrowings. The new PSVs are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027, respectively.
Cost Reduction Measures
During the fourth quarter of 2025, the Company initiated certain cost reduction measures to better align its operating expenses with the current state of the offshore marine industry, in general, and its business, in particular. These measures include a reduction of workforce, reorganization of the management structure and streamlining of operations. For the year ended December 31, 2025, the Company incurred one-time charges totaling $1.2 million related to severance charges arising from a reduction in workforce resulting in a decrease in annualized wages and benefits expenses of at least $3.9 million. Management continues to focus on optimizing the cost structure and regional footprint of the business to help maintain the Company’s competitiveness in the industry, improve its operating leverage and position itself to take advantage of market opportunities. As a result of the cost reduction measures, the Company recognized savings of $2.9 million in wages and benefits expenses for the nine months ended September 30, 2026.
Vessel Sales
On May 20, 2026, the Company completed the sale of one 241.5 foot, DP-2 PSV built in 2009 for total proceeds of $8.0 million for a gain of approximately $7.4 million. Approximately $6.2 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in the Escrow Account.
On May 18, 2026, the Company completed the sale of two liftboats built in 2009 for total proceeds of $16.0 million for a gain of approximately $9.6 million. None of the sales proceeds from these liftboat sales were encumbered by the Company’s 2024 SMFH Credit Facility or required to be used to repay such facility.
On April 21, 2026, the Company completed the sale of one 190 foot, DP-2 fast support vessel (“FSV”) built in 2010 for total proceeds of $7.9 million for a gain of approximately $6.9 million. Approximately $6.2 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in the Escrow Account.
On April 14, 2026, the Company completed the sale of one 201 foot, DP-2 PSV built in 2015 for total proceeds of $14.6 million for a gain of approximately $7.6 million. Approximately $11.4 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in the Escrow Account.
On February 24, 2026, the Company completed the sale of one 201 foot, DP-2 PSV built in 2015 for total proceeds of $14.6 million for a gain of approximately $7.3 million. Approximately $11.3 million of these sale proceeds were designated to make future payments on the construction of two PSVs and deposited in the Escrow Account.
25
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, 2026 compared with the three and nine months (“Prior Year Quarter” and “Prior Year Nine Months”) ended September 30, 2025. Except as otherwise noted, there have been no material changes since the end of the Company’s fiscal year ended December 31, 2025, 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
21,100
19,490
19,879
19,358
Fleet Utilization
66
65
Fleet Available Days
3,496
4,321
11,028
13,214
91
92
94
100
26
31
67
81
78
79
Lease expense - operating
0
120
(0
51
(2
Other Expense, Net
(12
(7
(Loss) Income Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies
(9
(Loss) Income Before Equity in Earnings of 50% or Less Owned Companies
(8
Equity in Earnings (Losses) of 50% or Less Owned Companies
(17
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):
Americas (1)
31,003
18,854
15,804
54
828
1,748
920
27
26,999
18,818
15,582
59
3,132
5,027
2,869
28
22,809
17,983
17,818
75
64
1,561
1,656
1,104
23,444
18,158
17,056
74
4,818
5,034
3,362
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
14,567
28,052
26,855
33
1,840
1,380
276
18,448
31,244
2,471
1,755
1,449
687
351
20,203
33,539
3,158
4,960
8,241
1,723
5,137
2,198
2,062
(70
194
682
891
1,932
141
1,419
1,724
696
2,503
3,642
14,914
16,626
6,610
167
4,729
3,612
1,589
AHTS
FSV
PSV
14,263
27,408
20,086
72
68
5,542
4,392
1,094
57,013
81,554
5,259
4,045
3,719
1,654
61,058
87,781
6,913
411
15,542
23,448
7,029
14,750
7,864
9,950
93
1,687
866
1,997
2,296
2,242
(121
4,403
6,215
1,827
6,734
11,291
45,412
51,926
25,204
32
14,692
10,751
5,350
209
339,510
276,377
120,409
11,285
(191,220
(85,047
(65,892
(10,992
148,290
191,330
54,517
293
14,007
21,507
33,566
58
641
19,131
24,439
12,388
592
111
19,697
25,877
13,516
4,502
7,882
5,209
(24
6,041
4,618
3,943
678
1,113
639
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
63
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
1,470
2,083
3,762
(228
(56
4,102
6,482
2,777
6,099
7,479
1,692
256
39,895
58,829
40,022
103
14,330
12,044
10,593
47
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
Fleet Counts. The Company’s fleet count as of September 30, 2026 and December 31, 2025 was as follows:
Owned
Operating Income (Loss)
Americas. For the three and nine months ended September 30, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in the Americas 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:
16,474
15,523
15,929
14,743
40,264
20,802
36,652
22,331
31,164
31,726
Overall
Utilization:
42
60
41
48
57
61
Available Days:
460
906
1,365
644
1,678
2,008
457
548
1,445
Operating revenues:
90
Direct operating expenses:
35
40
76
39
Current Year Quarter compared with Prior Year Quarter
Operating Revenues. Charter revenues were $3.0 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $9.4 million lower due to the disposition of six vessels subsequent to the Prior Year Quarter. Charter revenues were $5.3 million higher due to the repositioning of two vessels with higher than average day rates into the region partially offset by four vessels repositioned out of the region subsequent to the Prior Year Quarter. Charter revenues were $1.1 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 utilization of 67% in the Current Year Quarter compared to 66% in the Prior Year Quarter and higher average day rates of $23,591 in the Current Year Quarter compared to $21,551 in the Prior Year Quarter. Other marine services were $0.6 million lower primarily due to lower catering revenues. As of September 30, 2026, the Company had no vessels cold-stacked in this region compared with one of eight owned vessels (one FSV) as of September 30, 2025.
Direct Operating Expenses. Direct operating expenses were $3.9 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $7.9 million lower due to net asset dispositions, $2.8 million higher due to the repositioning of vessels between geographic regions and $1.2 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures.
Current Year Nine Months compared with Prior Year Nine Months
Operating Revenues. Charter revenues were $13.7 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $24.8 million lower due to the disposition of five vessels subsequent to the Prior Year Nine Months and were $10.7 million higher due to the repositioning of three vessels with higher than average day rates into the region subsequent to the Prior Nine Months partially offset by four vessels repositioned out of the region subsequent to the Prior Year Nine Months. Charter revenues were $0.4 million higher for the Regional Core Fleet, which consists of seven vessels, due to higher utilization of 60% in the Current Year Nine Months compared to 58% in the Prior Year Nine Months offset by lower average day rates of $22,022 in the Current Year Nine Months compared to $22,725 in the Prior Year Nine Months. Other marine services were $1.7 million lower primarily due to lower catering revenues.
Direct Operating Expenses. Direct operating expenses were $14.1 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $26.4 million lower due to net asset dispositions, $11.5 million higher due to the repositioning of vessels between geographic regions and $0.8 million higher for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures.
Africa and Europe. For the three and nine months ended September 30, 2026 and 2025 the Company’s time charter statistics and direct vessel profit in Africa and Europe were as follows (in thousands, except statistics):
15,933
15,356
15,610
15,587
22,559
22,585
23,388
22,744
77
86
1,012
2,998
2,850
736
2,029
2,184
97
96
49
Operating Revenues. Charter revenues were $3.9 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $5.5 million higher for the Regional Core Fleet, which consists of 15 vessels, primarily due to higher average day rates of $19,283 in the Current Year Quarter compared to $17,310 in the Prior Year Quarter and higher utilization of 88% in the Current Year Quarter compared to 75% in the Prior Year Quarter. Charter revenues were $1.1 million lower due to the disposition of one vessel subsequent to the Prior Year Quarter and $0.5 million lower due to the repositioning of four vessels into the region with lower relative utilization offset by two vessels repositioning out of the region subsequent to the Prior Year Quarter. Other marine services were $0.8 million higher primarily due to higher catering revenues. As of September 30, 2026 and 2025, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $3.8 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.9 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $1.2 million lower due to net asset dispositions and $0.7 million lower due to the repositioning of vessels between geographic regions.
36
Operating Revenues. Charter revenues were $6.4 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $13.2 million higher for the Regional Core Fleet, which consists of 15 vessels, primarily due to higher average day rates of $19,196 in the Current Year Nine Months compared to $17,826 in the Prior Year Nine Months and higher utilization of 88% in the Current Year Nine Months compared to 77% in the Prior Year Nine Months. Charter revenues were $4.5 million lower due to the repositioning of three vessels into the region with lower relative utilization offset by two vessels repositioning out of the region and $2.3 million lower due to net asset dispositions, in each case, subsequent to the Prior Year Nine Months. Other marine services were $0.8 million higher primarily due to higher catering revenues.
Direct Operating Expenses. Direct operating expenses were $4.4 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $4.5 million lower for the Regional Core Fleet primarily due to the timing of drydocking and repair expenditures, $1.7 million lower due to net asset dispositions and $1.8 million higher due to the repositioning of vessels between geographic regions.
Middle East and Asia. For the three and nine months ended September 30, 2026 and 2025 the Company’s time charter statistics and direct vessel (loss) profit in the Middle East and Asia were as follows (in thousands, except statistics):
10,086
10,429
10,757
9,394
25,500
20,781
25,717
17,109
40,800
40,374
50
552
1,638
1,632
184
368
685
1,184
98
43
124
107
Direct Vessel (Loss) Profit
(33
37
Operating Revenues. Charter revenues were $4.8 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 ten vessels, due to lower utilization of 54% in the Current Year Quarter compared to 63% in the Prior Year Quarter and lower average day rates of $15,804 in the Current Year Quarter compared to $17,958 in the Prior Year Quarter. Charter revenues were $2.3 million lower due to the disposition of two vessels subsequent to the Prior Year Quarter. Other marine services were $1.6 million higher primarily due to an early termination fee of a vessel’s contract in Qatar, higher catering revenues and recharges of certain insurance and labor costs associated with the current Iran conflict. As of September 30, 2026 and 2025, the Company had no vessels cold-stacked in this region.
Direct Operating Expenses. Direct operating expenses were $1.6 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.8 million lower due to net asset dispositions and $0.2 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures.
Operating Revenues. Charter revenues were $14.3 million lower in the Current Year Nine Months compared with the Prior Year Nine Months. Charter revenues were $7.6 million lower for the Regional Core Fleet, which consists of ten vessels, due to lower utilization of 62% in the Current Year Nine Months compared to 70% in the Prior Year Nine Months and lower average day rates of $15,517 in the Current Year Nine Months compared to $18,504 in the Prior Year Nine Months. Charter revenues were $6.7 million lower due to the disposition of two vessels subsequent to the Prior Year Nine Months. Other marine services were $3.2 million higher primarily due to the recharges of certain insurance and labor costs associated with the current Iran conflict, an early termination fee of a vessel’s contract in Qatar and higher catering revenues.
Direct Operating Expenses. Direct operating expenses were $2.0 million higher in the Current Year Nine Months compared with the Prior Year Nine Months. Direct operating expenses were $6.5 million higher for the Regional Core Fleet primarily due to the timing of certain drydocking and repair expenditures, which includes $1.6 million of insurance reimbursements related to expenses in prior periods, and $4.5 million lower due to net asset dispositions.
Other Operating Expenses
Lease expense. Leased-in equipment expense for the Current Year Quarter and Current Year Nine Months was nearly flat compared to the Prior Year Quarter and Prior Year Nine Months.
Administrative and general. Administrative and general expenses for the Current Year Quarter were $1.2 million lower compared to the Prior Year Quarter primarily due to decreases in wages and benefits expenses and decreases in professional fees. Administrative and general expenses for the Current Year Nine Months were $2.4 million lower compared to the Prior Year Nine Months primarily due to decreases in wages and benefits expenses partially offset by increases in professional fees.
Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Nine Months were $2.2 million lower and $6.0 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 other equipment for net cash proceeds of $0.2 million, after transaction costs, for a de minimis loss. During the Prior Year Quarter, the Company sold two liftboats and other equipment, each not previously classified as held for sale, for net cash proceeds of $76.1 million, after transaction costs, for a gain of $30.2 million.
During the Current Year Nine Months, the Company sold three PSVs, two liftboats and one FSV, previously classified as held for sale, and other equipment for net cash proceeds of $57.7 million, after transaction costs, and a gain of $38.8 million. During the Prior Year Nine Months, the Company sold one FSV and two PSVs, each previously classified as held for sale, as well as three liftboats and other equipment, each not previously classified as held for sale, for net cash proceeds of $116.1 million, after transaction costs, and a gain of $55.2 million.
Other Income (Expense), Net
For the three and nine months ended September 30, 2026 and 2025, the Company’s other income (expense) was as follows (in thousands):
Interest income. Interest income for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months was nearly flat.
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 lower outstanding debt obligations on the 2024 SMFH Credit Facility (which bears interest at a fixed rate of 10.30% per annum).
Derivative gains (losses), net. Net derivative gains for the Current Year Quarter and Current Year Nine Months compared with the Prior Year Quarter and Prior Year Nine Months decreased due to the Company no longer having an open forward currency exchange contract.
Foreign currency gains (losses), net. Net foreign currency gains for the Current Year Quarter compared with the Prior Year Quarter were flat. Net foreign currency losses for the Current Year Nine Months compared with the Prior Year Nine Months decreased primarily due to the strengthening of the U.S. dollar in relation to the pound sterling.
During the nine months ended September 30, 2026, the Company’s effective income tax rate of 48.9% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.
Equity in Earnings of 50% or Less Owned Companies
Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were $0.4 million lower and earnings for the Current Year Nine Months compared with the Prior Year Nine Months were $1.4 million lower due to the following changes in equity earnings (in thousands):
409
258
663
1,322
(463
135
(611
178
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 at-the-market offering program entered into on February 7, 2025 (the “ATM Program”), which has approximately $25.0 million of remaining sales capacity as of September 30, 2026. 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, 2026 and September 30, 2025, the Company held balances of cash, cash equivalents and restricted cash totaling $75.6 million and $108.2 million, respectively.
As of September 30, 2026, the Company had outstanding debt of $313.0 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of September 30, 2026, are as follows (in thousands):
Actual
Remainder 2026
7,500
31,397
246,106
Summary of Cash Flows
The following is a summary of the Company’s cash flows for the nine months ended September 30, 2026 and 2025 (in thousands):
Cash flows provided by or (used in):
Operating Activities
Investing Activities
Financing Activities
Cash flows used in operating activities was $31.5 million in the Current Year Nine Months, an increase of $7.3 million compared to $24.2 million in the Prior Year Nine Months due to changes in working capital, a decrease in days worked primarily due to net fleet changes and one-time insurance claims settlements received in the Prior Year Nine Months. 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:
Americas
Africa and Europe
Middle East and Asia
Operating, leased-in equipment
83
(522
Administrative and general (excluding provisions for bad debts and amortization of share awards)
(28,692
(30,050
Other, net (excluding non-cash losses)
7,030
13,385
Changes in operating assets and liabilities before interest and income taxes
(16,717
(12,731
Cash settlements on derivative transactions, net
Interest paid, excluding capitalized interest (1)
(23,225
(26,683
Interest received
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 $38.1 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash provided by investing activities was $75.8 million, primarily as a result of the following:
During the Current Year Nine Months, net cash used in financing activities was $24.2 million, primarily as a result of the following:
During the Prior Year Nine Months, net cash used in financing activities was $19.5 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, proceeds from asset sales 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 the remaining $35.5 million in capital expenditures related to the construction of two PSVs, $33.0 million of proceeds from prior vessel sales remained in a restricted account designated for these capital expenditures as of September 30, 2026. 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 condensed 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 financial statements included in its 2025 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 2025 Annual Report. There has been no material change in the Company’s future cash requirements since our fiscal year ended December 31, 2025, 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 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 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 2025 Annual Report. There has been no material change in the Company’s exposure to market risk during the nine months ended September 30, 2026.
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, 2026. 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, 2026 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 to the Company’s management, including its principal executive and principal financial officers, within the time periods specified in the SEC’s rules and forms 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 2025 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 2025 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, 2026 to July 31, 2026
August 1, 2026 to August 31, 2026
September 1, 2026 to September 30, 2026
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the third quarter of 2026, 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.
104
The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, 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 28, 2026
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)