SEACOR Marine Holdings Inc. - Quarter Report: 2023 June (Form 10-Q)

10-Q

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 June 30, 2023 or


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

For the transition period from to

Commission file number 1-37966

SEACOR Marine Holdings Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		47-2564547
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

12121 Wickchester Lane, Suite 500, Houston, TX		77079
(Address of Principal Executive Offices)		(Zip Code)

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

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


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

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

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

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


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

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

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

The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of July 28, 2023 was 27,159,485. The registrant has no other class of common stock outstanding.

SEACOR MARINE HOLDINGS INC.

Table of Contents


Part I.	Financial Information		1

	Item 1.	Financial Statements (Unaudited)	1

		Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	1
		Condensed Consolidated Statements of Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022	2

		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 2022	3

		Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended June 30, 2023 and 2022	4

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022	6

		Notes to Condensed Consolidated Financial Statements	7

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

	Item 4.	Controls and Procedures	45

Part II.	Other Information		46

	Item 1.	Legal Proceedings	46

	Item 1A.	Risk Factors	46

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46

	Item 3.	Default Upon Senior Securities	46

	Item 4.	Mine Safety Disclosures	46

	Item 5.	Other Information	46

	Item 6.	Exhibits	47

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	40,750		$	39,963
Restricted cash		2,796			3,082
Receivables:
Trade, net of allowance for credit loss accounts of $4,309 and $1,650 as of June 30, 2023 and December 31, 2022, respectively		60,022			54,388
Other		12,295			7,638
Note receivable		5,000			15,000
Tax receivable		445			578
Inventories		1,653			2,123
Prepaid expenses and other		3,112			3,054
Assets held for sale		—			6,750
Total current assets		126,073			132,576
Property and Equipment:
Historical cost		966,338			967,683
Accumulated depreciation		(334,678	)		(310,778	)
		631,660			656,905
Construction in progress		8,876			8,111
Net property and equipment		640,536			665,016
Right-of-use asset - operating leases		5,703			6,206
Right-of-use asset - finance leases		6,495			6,813
Investments, at equity, and advances to 50% or less owned companies		3,253			3,024
Other assets		2,139			1,995
Total assets	$	784,199		$	815,630
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of operating lease liabilities	$	1,792		$	2,358
Current portion of finance lease liabilities		611			468
Current portion of long-term debt:
Recourse		63,959			61,512
Accounts payable and accrued expenses		39,012			37,954
Due to SEACOR Holdings		264			264
Accrued wages and benefits		2,449			4,361
Accrued interest		1,511			2,305
Deferred revenue and unearned revenue		3,643			2,333
Accrued capital, repair, and maintenance expenditures		4,370			2,748
Accrued insurance deductibles and premiums		2,517			2,428
Accrued professional fees		1,124			1,114
Other current liabilities		5,413			3,580
Total current liabilities		126,665			121,425
Long-term operating lease liabilities		4,030			4,739
Long-term finance lease liabilities		6,462			6,781
Long-term Debt:
Recourse		238,474			254,653
Non-recourse		5,486			5,466
Deferred income taxes		34,038			40,779
Deferred gains and other liabilities		2,189			2,641
Total liabilities		417,344			436,484
Equity:
SEACOR Marine Holdings Inc. stockholders’ equity:
Common stock, $.01 par value, 60,000,000 shares authorized; 27,640,483 and 26,950,799 shares issued as of June 30, 2023 and December 31, 2022, respectively		280			272
Additional paid-in capital		469,618			466,669
Accumulated deficit		(107,271	)		(93,111	)
Shares held in treasury of 480,998 and 248,638 as of June 30, 2023 and December 31, 2022, respectively, at cost		(4,221	)		(1,852	)
Accumulated other comprehensive income, net of tax		8,128			6,847
		366,534			378,825
Noncontrolling interests in subsidiaries		321			321
Total equity		366,855			379,146
Total liabilities and equity	$	784,199		$	815,630

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands, except share data)


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Operating Revenues	$	66,891		$	54,017		$	126,864		$	99,608
Costs and Expenses:
Operating		36,302			44,145			73,575			83,641
Administrative and general		13,704			10,210			25,336			20,134
Lease expense		698			1,008			1,418			2,068
Depreciation and amortization		13,575			14,208			27,337			28,579
		64,279			69,571			127,666			134,422
Gains on Asset Dispositions and Impairments, Net		265			25			3,864			2,164
Operating Income (Loss)		2,877			(15,529	)		3,062			(32,650	)
Other Income (Expense):
Interest income		422			190			882			219
Interest expense		(8,736	)		(6,989	)		(17,524	)		(13,616	)
Derivative gains (losses), net		—			33			—			(1	)
Foreign currency (losses) gains, net		(603	)		1,170			(1,428	)		1,991
Other, net		—			(41	)		—			(41	)
		(8,917	)		(5,637	)		(18,070	)		(11,448	)
Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies		(6,040	)		(21,166	)		(15,008	)		(44,098	)
Income Tax (Benefit) Expense		(1,096	)		(1,634	)		61			(4,055	)
Loss Before Equity in Earnings of 50% or Less Owned Companies		(4,944	)		(19,532	)		(15,069	)		(40,043	)
Equity in Earnings of 50% or Less Owned Companies		373			415			909			6,089
Net Loss		(4,571	)		(19,117	)		(14,160	)		(33,954	)
Net Income attributable to Noncontrolling Interests in Subsidiaries		—			3			—			3
Net Loss attributable to SEACOR Marine Holdings Inc.	$	(4,571	)	$	(19,120	)	$	(14,160	)	$	(33,957	)

Net Loss Per Share:
Basic	$	(0.17	)	$	(0.72	)	$	(0.52	)	$	(1.28	)
Diluted		(0.17	)		(0.72	)		(0.52	)		(1.28	)
Weighted Average Common Stock and Warrants Outstanding:
Basic		27,137,873			26,664,745			26,981,004			26,522,808
Diluted		27,137,873			26,664,745			26,981,004			26,522,808

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2023			2022			2023			2022
Net Loss	$	(4,571	)	$	(19,117	)	$	(14,160	)	$	(33,954	)
Other Comprehensive Income (Loss):
Foreign currency translation gains (losses)		932			(3,849	)		1,600			(4,563	)
Derivative gains on cash flow hedges		39			351			53			1,156
Reclassification of derivative (losses) gains on cash flow hedges to interest expense		(206	)		267			(372	)		637
Reclassification of derivative gains on cash flow hedges to equity in earnings of 50% or less owned companies		—			338			—			675
		765			(2,893	)		1,281			(2,095	)
Income Tax Expense		—			—			—			—
		765			(2,893	)		1,281			(2,095	)
Comprehensive Loss		(3,806	)		(22,010	)		(12,879	)		(36,049	)
Comprehensive Income Attributable to Noncontrolling Interests in Subsidiaries		—			3			—			3
Comprehensive Loss Attributable to SEACOR Marine Holdings Inc.	$	(3,806	)	$	(22,013	)	$	(12,879	)	$	(36,052	)

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share data)


	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital		Shares Held in Treasury		Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Income		Non- Controlling Interests In Subsidiaries		Total Equity
For the Six Months Ended June 30, 2023
December 31, 2022		26,702,161		$	272	$	466,669		248,638	$	(1,852	)	$	(93,111	)	$	6,847	$	321	$	379,146
Restricted stock grants		525,397			6		—		—		—			—			—		—		6
Amortization of share awards		—			—		2,943		—		—			—			—		—		2,943
Exercise of options		834			—		6		—		—			—			—		—		6
Exercise of warrants		117,394			1		—		121		(1	)		—			—		—		—
Restricted stock vesting		(232,239	)		—		—		232,239		(2,368	)		—			—		—		(2,368	)
Director share awards		60,938			1		—		—		—			—			—		—		1
Forfeiture of employee share awards		(15,000	)		—		—		—		—			—			—		—		—
Net loss		—			—		—		—		—			(14,160	)		—		—		(14,160	)
Other comprehensive income		—			—		—		—		—			—			1,281		—		1,281
June 30, 2023		27,159,485		$	280	$	469,618		480,998	$	(4,221	)	$	(107,271	)	$	8,128	$	321	$	366,855

For the Three Months Ended June 30, 2023
March 31, 2023		27,105,578		$	279	$	467,896		468,966	$	(4,119	)	$	(102,700	)	$	7,363	$	321	$	369,040
Restricted stock grants		5,001			—		—		—		—			—			—		—		—
Amortization of share awards		—			—		1,722		—		—			—			—		—		1,722
Restricted stock vesting		(12,032	)		—		—		12,032		(102	)		—			—		—		(102	)
Director share awards		60,938			1		—		—		—			—			—		—		1
Net loss		—			—		—		—		—			(4,571	)		—		—		(4,571	)
Other comprehensive income		—			—		—		—		—			—			765		—		765
June 30, 2023		27,159,485		$	280	$	469,618		480,998	$	(4,221	)	$	(107,271	)	$	8,128	$	321	$	366,855

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


	Shares of Common Stock Outstanding			Common Stock		Additional Paid-In Capital		Shares Held in Treasury		Treasury Stock			Accumulated Deficit			Accumulated Other Comprehensive Income			Non- Controlling Interests In Subsidiaries		Total Equity
For the Six Months Ended June 30, 2022
December 31, 2021		25,992,237		$	262	$	461,931		127,887	$	(1,120	)	$	(22,907	)	$	8,055		$	320	$	446,541
Restricted stock grants		738,896			9		—		—		—			—			—			—		9
Amortization of share awards		—			—		2,140		—		—			—			—			—		2,140
Exercise of options		34,492			—		151		—		—			—			—			—		151
Restricted stock vesting		(114,251	)		—		—		114,251		(672	)		—			—			—		(672	)
Director share awards		60,787			1		—		—		—			—			—			—		1
Director restricted stock vesting		(6,500	)		—		—		6,500		(60	)		—			—			—		(60	)
Net loss		—			—		—		—		—			(33,957	)		—			3		(33,954	)
Other comprehensive loss		—			—		—		—		—			1,446			(2,095	)		—		(649	)
June 30, 2022		26,705,661		$	272	$	464,222		248,638	$	(1,852	)	$	(55,418	)	$	5,960		$	323	$	413,507


For the Three Months Ended June 30, 2022
March 31, 2022		26,643,873		$	269	$	463,138		242,138	$	(1,792	)	$	(37,744	)	$	8,853		$	320	$	433,044
Restricted stock grants		5,001			2		—		—		—			—			—			—		2
Amortization of share awards		—			—		1,073		—		—			—			—			—		1,073
Exercise of options		2,500			—		11		—		—			—			—			—		11
Director share awards		60,787			1		—		—		—			—			—			—		1
Director restricted stock vesting		(6,500	)		—		—		6,500		(60	)		—			—			—		(60	)
Net loss		—			—		—		—		—			(19,120	)		—			3		(19,117	)
Other comprehensive loss		—			—		—		—		—			1,446			(2,893	)		—		(1,447	)
June 30, 2022		26,705,661		$	272	$	464,222		248,638	$	(1,852	)	$	(55,418	)	$	5,960		$	323	$	413,507

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

SEACOR MARINE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30,
	2023			2022
Cash Flows from Operating Activities:
Net Loss	$	(14,160	)	$	(33,954	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		27,337			28,579
Deferred financing costs amortization		841			655
Stock-based compensation expense		2,950			2,150
Debt discount amortization		3,185			3,427
Allowance for credit losses		2,659			530
Gain from equipment sales, retirements or impairments		(3,864	)		(2,164	)
Derivative losses		—			1
Interest on finance leases		142			98
Settlements on derivative transactions, net		380			(651	)
Currency losses (gains)		1,428			(1,991	)
Deferred income taxes		(6,741	)		(6,939	)
Equity earnings		(909	)		(6,089	)
Dividends received from equity investees		1,044			1,887
Changes in Operating Assets and Liabilities:
Accounts receivables		(12,996	)		(571	)
Other assets		1,062			(1,703	)
Accounts payable and accrued liabilities		973			11,632
Net cash provided by (used in) operating activities		3,331			(5,103	)
Cash Flows from Investing Activities:
Purchases of property and equipment		(505	)		(37	)
Proceeds from disposition of property and equipment		8,038			6,681
Principal payments on notes due from equity investees		—			351
Principal payments on notes due from others		10,000			—
Net cash provided by investing activities		17,533			6,995
Cash Flows from Financing Activities:
Payments on long-term debt		(18,091	)		(16,500	)
Payments on debt extinguishment		(26,772	)		—
Proceeds from issuance of long-term debt, net of issuance costs		27,181			—
Payments on finance leases		(318	)		(123	)
Proceeds from exercise of stock options		6			151
Tax withholdings on restricted stock vesting and director share awards		(2,368	)		(732	)
Net cash used in financing activities		(20,362	)		(17,204	)
Effects of Exchange Rate Changes on Cash and Cash Equivalents		(1	)		(4	)
Net Change in Cash, Restricted Cash and Cash Equivalents		501			(15,316	)
Cash, Restricted Cash and Cash Equivalents, Beginning of Period		43,045			41,220
Cash, Restricted Cash and Cash Equivalents, End of Period	$	43,546		$	25,904
Supplemental disclosures:
Cash paid for interest, excluding capitalized interest	$	14,291		$	10,341
Income taxes paid (refunded), net		556			(887	)
Noncash Investing and Financing Activities:
Increase in capital expenditures in accounts payable and accrued liabilities		51			—
Recognition of a new right-of-use asset - operating leases		348			163
Recognition of a new right-of-use asset - financing leases		—			7,248

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

SEACOR MARINE HOLDINGS INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

BASIS OF PRESENTATION AND ACCOUNTING POLICIES

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

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

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

Recently Adopted Accounting Standards.

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

Critical Accounting Policies.

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

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

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

advances to 50% or less owned companies. The Company reports its share of earnings from investments in 50% or less owned companies in the accompanying consolidated statements of income (loss) as equity in earnings of 50% or less owned companies, net of tax.

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

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

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

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

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

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

Revenue that does not meet these criteria is deferred until the criteria is met and is considered a contract liability and is recognized as such. Contract liabilities, which are included in deferred revenue and unearned

revenue in the accompanying consolidated balance sheets, as of June 30, 2023 and December 31, 2022 were as follows (in thousands):


	2023			2022
Balance at beginning of period	$	2,333		$	1,606
Revenues deferred during the period		5,666			4,288
Revenues recognized and reclassifications during the period		(4,356	)		(3,561	)
Balance at end of period	$	3,643		$	2,333

As of June 30, 2023, the Company had $3.6 million of unearned revenue primarily related to mobilization of vessels and had no deferred revenues.

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

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

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

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

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

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

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

or asset groups are compared to their current carrying values and impairment charges are recorded if the carrying value exceeds fair value.

For the six months ended June 30, 2023, the Company did not record an impairment on any owned or leased-in vessels. For the six months ended June 30, 2022, the Company recorded impairment charges of $0.9 million for one fast support vessel (“FSV”) classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022. 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 June 30, 2023, the Company estimated that their future undiscounted cash flows exceeded their current carrying values. However, the Company’s estimates of future undiscounted cash flows are highly subjective as utilization and rates per day worked are uncertain, especially in light of the continued volatility in commodity prices as well as the timing and cost of reactivating cold-stacked vessels. If market conditions decline, changes in the Company’s expectations on future cash flows may result in recognizing additional impairment charges related to its long-lived assets in future periods. For any vessel or vessel class that has indicators of impairment and is deemed not recoverable through future operations, the Company determines the fair value of the vessel or vessel class. If the fair value determination is less than the carrying value of the vessel or vessel class, an impairment is recognized to reduce the carrying value to fair value. Fair value determination is primarily accomplished by obtaining independent valuations of vessel or vessel classes from qualified third-party appraisers.

Impairment of 50% or Less Owned Companies. Investments in 50% or less owned companies are reviewed periodically to assess whether there is an other-than-temporary decline in the carrying value of the investment. In its evaluation, the Company considers, among other items, recent and expected financial performance and returns, impairments recorded by the investee and the capital structure of the investee. When the Company determines the estimated fair value of an investment is below carrying value and the decline is other-than-temporary, the investment is written down to its estimated fair value. Actual results may vary from the Company’s estimates due to the uncertainty regarding projected financial performance, the severity and expected duration of declines in value and the available liquidity in the capital markets to support the continuing operations of the investee, among other factors. Although the Company believes its assumptions and estimates are reasonable, the investee’s actual performance compared with the estimates could produce different results and lead to additional impairment charges in future periods. During the six months ended June 30, 2023 and 2022, the Company did not recognize any impairment charges related to its 50% or less owned companies.

Income Taxes. During the six months ended June 30, 2023, the Company’s effective income tax rate of 0.40% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes.

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


	SEACOR Marine Holdings Inc. Stockholders’ Equity
	Foreign Currency Translation Adjustments		Derivative Gains (Losses) on Cash Flow Hedges, net			Total Other Comprehensive Income
December 31, 2022	$	6,332	$	515		$	6,847
Other comprehensive income		1,600		(319	)		1,281
Balance as of June 30, 2023	$	7,932	$	196		$	8,128

Earnings (Loss) Per Share. Basic earnings/loss per share of Common Stock of the Company is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $0.01 per share (“Warrants”) issued and outstanding during the relevant periods. The Warrants are included in the basic earnings/loss per share of Common Stock because the shares issuable upon exercise of

the Warrants are issuable for de minimis cash consideration and therefore not anti-dilutive. Diluted earnings/loss per share of Common Stock is computed based on the weighted average number of shares of Common Stock and Warrants issued and outstanding plus the effect of other potentially dilutive securities through the application of the treasury stock method and the if-converted method that assumes all shares of Common Stock have been issued and outstanding during the relevant periods pursuant to the conversion of the Old Convertible Notes and the New Convertible Notes unless anti-dilutive.

For the three and six months ended June 30, 2023, diluted loss per share of Common Stock excluded 2,978,274 shares of Common Stock issuable upon conversion of the New Convertible Notes as the effect of their inclusion in the computation would be anti-dilutive.

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

In addition, for the three and six months ended June 30, 2023 and 2022 diluted loss per share of Common Stock excluded 1,642,084 and 1,648,707 shares of restricted stock, respectively, and 1,026,031 and 1,026,865 shares of Common Stock, respectively, issuable upon exercise of outstanding stock options as the effect of their inclusion in the computation would be anti-dilutive.

NOTE RECEIVABLE

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

EQUIPMENT ACQUISITIONS AND DISPOSITIONS

During the six months ended June 30, 2023, capital expenditures were $0.5 million and there were no equipment deliveries. During the six months ended June 30, 2023, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.9 million. During the six months ended June 30, 2022, the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million, which included impairment charges of $0.9 million for the FSV classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022.

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

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


	Ownership			2023		2022
Seabulk Angola		49.0	%		1,775		1,683
SEACOR Arabia		45.0	%		1,413		1,265
Other	20.0% - 50.0%				65		76
				$	3,253	$	3,024

LONG-TERM DEBT

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


	June 30, 2023			December 31, 2022
Recourse long-term debt(1):
Guaranteed Notes	$	90,000		$	90,000
New Convertible Notes		35,000			35,000
SEACOR Marine Foreign Holdings Credit Facility		61,103			67,910
Sea-Cat Crewzer III Term Loan Facility		15,465			16,703
SEACOR Offshore Delta (f/k/a SEACOSCO) Acquisition Debt		13,705			16,205
SEACOR Delta (f/k/a SEACOSCO) Shipyard Financing		73,092			77,537
SEACOR Alpine Credit Facility(2)		28,000			—
SEACOR Alpine Shipyard Financing(2)		—			27,790
SEACOR 88/888 Term Loan		5,500			5,500
Tarahumara Shipyard Financing		4,514			5,597
SEACOR Offshore OSV		15,052			16,052
Total recourse long-term debt		341,431			358,294
Non-recourse long-term debt(3):
SEACOR 88/888 Term Loan		5,500			5,500
Total non-recourse long-term debt		5,500			5,500
Total principal due for long-term debt		346,931			363,794
Current portion due within one year		(63,959	)		(61,512	)
Unamortized debt discount		(34,326	)		(37,511	)
Deferred financing costs		(4,686	)		(4,652	)
Long-term debt, less current portion	$	243,960		$	260,119

(1)

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

(2)

On June 27, 2023, proceeds from the SEACOR Alpine Credit Facility were used to satisfy in full the SEACOR Alpine Shipyard Financing. See details below.

(3)

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

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

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

The SEACOR Alpine Credit Facility matures in June 2028 (the “SEACOR Alpine Maturity Date”). The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility is to be repaid in monthly installments of (i) $100,000 for the first eight (8) installments, (ii) $140,000 for the following twenty-four (24) installments, and (iii) $100,000 for each installment thereafter until the SEACOR Alpine Maturity Date. The SEACOR Alpine Credit Facility bears interest at a fixed rate of 10.25% per annum. The loan may be prepaid at any time in amounts of $500,000 or greater, subject to the payment of prepayment interest in respect of the loan or tranche (or portions thereof) being prepaid as follows: (A) if such prepayment is made prior to the first anniversary of the drawdown date, an amount equal to the greater of (x) the amount of unpaid interest which would have accrued until the first anniversary of the drawdown date and (y) 1.5% of the principal amount of the loan which was prepaid, (B) if such prepayment is made on or after the first anniversary of the drawdown date

but prior to the third anniversary of the drawdown date, 1.0% of the principal amount of the loan which was prepaid, and (C) if such prepayment is made on or after the third anniversary of the drawdown date, no prepayment interest shall be payable.

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

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

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

LEASES

As of June 30, 2023, the Company leased-in one anchor handling towing supply vessel (“AHTS”), one FSV, and certain facilities and other equipment. The leases typically contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. As of June 30, 2023, the remaining lease terms of the vessels had a duration ranging from 15 to 45 months. The lease terms of certain facilities and other equipment had a duration ranging from five to 282 months.

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


	Operating Leases			Finance Leases
Remainder of 2023	$	982		$	408
2024		1,805			946
2025		687			959
2026		459			953
2027		400			4,659
Years subsequent to 2027		3,213			—
		7,546			7,925
Interest component		(1,724	)		(852	)
		5,822			7,073
Current portion of long-term lease liabilities		1,792			611
Long-term lease liabilities	$	4,030		$	6,462

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating lease cost	$	564	$	789	$	1,110	$	1,697
Finance lease cost:
Amortization of finance lease assets (1)		160		163		320		222
Interest on finance lease liabilities (2)		71		76		143		101
Short-term lease costs		134		219		308		371
	$	929	$	1,247	$	1,881	$	2,391

(1)

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

(2)

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

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


	2023
Operating cash outflows from operating leases	$	1,311
Financing cash outflows from finance leases		318
Right-of-use assets obtained for operating lease liabilities		348
Right-of-use assets obtained for finance lease liabilities		—

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


	2023
Weighted average remaining lease term, in years - operating leases		9.9
Weighted average remaining lease term, in years - finance leases		3.7
Weighted average discount rate - operating leases		6.8	%
Weighted average discount rate - finance leases		4.0	%

INCOME TAXES

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


Statutory rate	(21.00	)%
Foreign taxes, including withholding taxes	19.17	%
Other	2.23	%
Effective income tax rate	0.40	%

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

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


	June 30, 2023				December 31, 2022
	Derivative Asset		Derivative Liability		Derivative Asset		Derivative Liability
Derivatives designated as hedging instruments:
Interest rate swap agreements (cash flow hedges)	$	199	$	—	$	526	$	—

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

Cash Flow Hedges. The Company has interest rate swap agreements designated as cash flow hedges. By entering into these interest rate swap agreements, the Company has converted the variable LIBOR component of certain of their outstanding borrowings to a fixed interest rate. The Company recognized losses on derivative instruments designated as cash flow hedges of $0.3 million for the six months ended June 30, 2023 and gains of $1.8 million for the six months ended June 30, 2022, respectively, as a component of other comprehensive income (loss). As of June 30, 2023, the interest rate swaps held by the Company were as follows:

•

SMFH has an interest rate swap agreement maturing in 2023 that calls for SMFH to pay a fixed rate of interest of 3.32% per annum on the amortized notional value of $5.4 million and receive a variable interest rate based on LIBOR on the amortized notional value; and

•

SMFH has an interest rate swap agreement maturing in 2023 that calls for SMFH to pay a fixed rate of interest of 3.195% per annum on the amortized notional value of $29.1 million and receive a variable interest rate based on LIBOR on the amortized notional value.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Conversion option liability on Old Convertible Notes	$	—	$	33	$	—	$	(1	)

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

FAIR VALUE MEASUREMENTS

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

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


June 30, 2023	Level 1		Level 2		Level 3
ASSETS
Derivative instruments	$	—	$	199	$	—
December 31, 2022
ASSETS
Derivative instruments	$	—	$	526	$	—

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


			Estimated Fair Value
June 30, 2023	Carrying Amount		Level 1		Level 2		Level 3
ASSETS
Cash, cash equivalents and restricted cash	$	43,546	$	43,546	$	—	$	—
LIABILITIES
Long-term debt, including current portion		307,919		—		301,927		—
December 31, 2022
ASSETS
Cash, cash equivalents and restricted cash	$	43,045	$	43,045	$	—	$	—
LIABILITIES
Long-term debt, including current portion		321,631		—		314,979		—

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

Property and equipment. During the six months ended June 30, 2023, the Company recognized no impairment charges. During the year ended December 31, 2022, the Company recognized impairment charges totaling $2.9 million. The Company recorded impairment charges of $0.9 million for one FSV classified as held for sale and sold during 2022. In addition, the Company recorded impairment charges of $0.7 million for one leased-in AHTS as it is not expected to return to active service during its remaining lease term. Additionally, the Company recorded impairment charges of $1.3 million for other equipment and classified such equipment as assets held for sale, which was subsequently sold in the first quarter of 2023.

10.

WARRANTS

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

11.

COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, the Company had unfunded capital commitments of $1.7 million for miscellaneous vessel equipment payable during the remainder of 2023. The Company has indefinitely deferred an additional $9.3 million of orders with respect to one FSV that the Company had previously reported as unfunded capital commitments.

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

cannot be assured and the matter may need to be addressed through judicial court proceedings. The potential levy arising from the Deficiency Notice is R$22.2 million based on a historical potential levy of R$12.87 million (USD $4.6 million and USD $2.7 million, respectively, based on the exchange rate as of June 30, 2023).

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

The capsizing of the SEACOR Power garnered significant attention from the media as well as local, state and federal stakeholders. The National Transportation Safety Board (“NTSB”) and the USCG have each conducted an investigation to determine the cause of the incident. The Company has and will continue to fully cooperate with the investigations in all respects. On November 3, 2022, the NTSB publicly released its final report, as adopted on October 18, 2022, which determined that the probable cause of the capsizing of the SEACOR Power was a loss of stability that occurred when the vessel was struck by severe thunderstorm winds, which exceeded the vessel’s operation wind speed limits. The NTSB further determined that contributing to the loss of life on the vessel was the speed at which the vessel capsized and the angle at which it came to rest, which made egress difficult, and the high winds and seas in the aftermath of the capsizing, which hampered rescue efforts. The USCG also released a report, dated May 18, 2023, with respect to its investigation, which is consistent with the determinations of the NTSB.

Numerous civil lawsuits have been filed against the Company and other third parties by the family members of deceased crew members and the surviving crew members employed by the Company or by third parties. On June 2, 2021, the Company filed a Limitation of Liability Act complaint in federal court in the Eastern District of Louisiana (“Limitation Action”), which had the effect of enjoining all existing civil lawsuits and requiring the plaintiffs to file their claims relating to the capsizing of the SEACOR Power in the Limitation Action. Nearly all injury and death claims in the Limitation Action for which the Company has financial exposure have been resolved, and the remaining claims are those for which the Company is owed contractual defense and indemnity or will be covered by insurance. There is significant uncertainty regarding the impact the incident will have on the Company’s reputation and the resulting possible impact on the Company’s business.

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 June 30, 2023, all invoices related to MNOPF and MNRPF have been settled in full.

On October 19, 2021, the Company was informed by the MNRPF that two issues had been identified during a review of the MNRPF by the applicable trustee that would potentially give rise to material additional

liabilities for the MNRPF. The MNRPF has indicated that the investigations into these issues remain ongoing, and that further updates will be provided as significant developments arise. Should such additional liabilities require the MNRPF to collect additional funds from participating employers, it is possible that the Company will be invoiced for a portion of such funds and recognize payroll related operating expenses in the periods invoices are received.

12.

STOCK BASED COMPENSATION

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


Restricted Stock Activity:
Outstanding as of December 31, 2022	1,682,193
Granted	660,307
Vested	(685,416	)
Forfeited	(15,000	)
Outstanding as of June 30, 2023 (1)	1,642,084

Stock Option Activity:
Outstanding as of December 31, 2022	1,026,865
Granted	—
Exercised	(834	)
Forfeited	—
Outstanding as of June 30, 2023	1,026,031

(1)

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

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

13.

SEGMENT INFORMATION

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


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America		Total
For the Three Months Ended June 30, 2023
Operating Revenues:
Time charter	$	6,121		$	24,414		$	16,563		$	13,706	$	60,804
Bareboat charter		—			—			—			364		364
Other marine services		2,993			(1,037	)		3,357			410		5,723
		9,114			23,377			19,920			14,480		66,891
Direct Costs and Expenses:
Operating:
Personnel		5,957			4,833			5,266			3,888		19,944
Repairs and maintenance		1,573			2,050			1,219			951		5,793
Drydocking		1,506			144			(684	)		1,290		2,256
Insurance and loss reserves		1,082			420			720			168		2,390
Fuel, lubes and supplies		924			1,419			425			870		3,638
Other		335			1,346			234			366		2,281
		11,377			10,212			7,180			7,533		36,302
Direct Vessel (Loss) Profit	$	(2,263	)	$	13,165		$	12,740		$	6,947		30,589
Other Costs and Expenses:
Lease expense	$	143		$	408		$	67		$	80		698
Administrative and general													13,704
Depreciation and amortization		3,861			3,853			3,708			2,153		13,575
													27,977
Gains on asset dispositions and impairments, net													265
Operating income												$	2,877


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Six Months Ended June 30, 2023
Operating Revenues:
Time charter	$	12,685		$	43,410		$	32,591		$	27,533		$	116,219
Bareboat charter		—			—			—			724			724
Other marine services		6,835			(1,871	)		3,215			1,742			9,921
		19,520			41,539			35,806			29,999			126,864
Direct Costs and Expenses:
Operating:
Personnel		12,492			9,338			10,107			7,810			39,747
Repairs and maintenance		2,767			4,603			1,896			2,538			11,804
Drydocking		1,549			1,328			(1,779	)		1,171			2,269
Insurance and loss reserves		2,123			738			1,905			413			5,179
Fuel, lubes and supplies		1,707			3,634			1,567			1,549			8,457
Other		558			3,036			1,561			964			6,119
		21,196			22,677			15,257			14,445			73,575
Direct Vessel (Loss) Profit	$	(1,676	)	$	18,862		$	20,549		$	15,554			53,289
Other Costs and Expenses:
Lease expense	$	279		$	837		$	143		$	159			1,418
Administrative and general														25,336
Depreciation and amortization		7,396			7,778			7,396			4,767			27,337
														54,091
Gains on asset dispositions and impairments, net														3,864
Operating income													$	3,062
As of June 30, 2023
Property and Equipment:
Historical Cost	$	230,432		$	287,289		$	285,722		$	162,895		$	966,338
Accumulated Depreciation		(107,901	)		(99,994	)		(94,761	)		(32,022	)		(334,678	)
	$	122,531		$	187,295		$	190,961		$	130,873		$	631,660
Total Assets (1)	$	162,973		$	213,128		$	212,695		$	148,576		$	737,372

(1)

Total assets by region does not include corporate assets of $46.8 million as of June 30, 2023.


	United States (primarily Gulf of Mexico)			Africa and Europe		Middle East and Asia		Latin America		Total
For the Three Months Ended June 30, 2022
Operating Revenues:
Time charter	$	9,759		$	14,930	$	13,906	$	10,909	$	49,504
Bareboat charter		—			—		—		48		48
Other marine services		2,399			1,072		460		534		4,465
		12,158			16,002		14,366		11,491		54,017
Direct Costs and Expenses:
Operating:
Personnel		5,773			3,526		5,691		3,356		18,346
Repairs and maintenance		1,280			2,638		2,545		1,917		8,380
Drydocking		4,090			134		2,250		—		6,474
Insurance and loss reserves		1,198			329		748		270		2,545
Fuel, lubes and supplies		794			1,490		1,318		748		4,350
Other		281			1,871		1,213		685		4,050
		13,416			9,988		13,765		6,976		44,145
Direct Vessel (Loss) Profit	$	(1,258	)	$	6,014	$	601	$	4,515		9,872
Other Costs and Expenses:
Lease expense	$	295		$	456	$	38	$	219		1,008
Administrative and general											10,210
Depreciation and amortization		4,562			3,306		4,229		2,111		14,208
											25,426
Gains on asset dispositions and impairments, net											25
Operating loss										$	(15,529	)


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Six Months Ended June 30, 2022
Operating Revenues:
Time charter	$	17,623		$	27,210		$	27,566		$	19,846		$	92,245
Bareboat charter		—			—			—			666			666
Other		4,451			456			509			1,281			6,697
		22,074			27,666			28,075			21,793			99,608
Direct Costs and Expenses:
Operating:
Personnel		10,696			7,062			11,722			7,301			36,781
Repairs and maintenance		2,381			4,217			4,377			4,196			15,171
Drydocking		6,957			1,278			3,212			—			11,447
Insurance and loss reserves		1,427			453			1,255			596			3,731
Fuel, lubes and supplies		1,456			2,963			2,328			1,332			8,079
Other		505			3,699			2,840			1,388			8,432
		23,422			19,672			25,734			14,813			83,641
Direct Vessel (Loss) Profit	$	(1,348	)	$	7,994		$	2,341		$	6,980			15,967
Other Costs and Expenses:
Lease expense	$	582		$	858		$	69		$	559			2,068
Administrative and general														20,134
Depreciation and amortization		9,200			6,564			8,574			4,241			28,579
														50,781
Gains on asset dispositions and impairments, net														2,164
Operating loss													$	(32,650	)
As of June 30, 2022
Property and Equipment:
Historical Cost	$	269,717		$	247,967		$	322,091		$	160,372		$	1,000,147
Accumulated Depreciation		(130,737	)		(76,742	)		(89,634	)		(27,978	)		(325,091	)
	$	138,980		$	171,225		$	232,457		$	132,394		$	675,056
Total Assets (1)	$	170,831		$	194,632		$	244,606		$	215,755		$	825,824

(1)

Total assets by region does not include corporate assets of $51.3 million as of June 30, 2022.

The Company’s investments in 50% or less owned companies, which are accounted for under the equity method, also contribute to its consolidated results of operations. As of June 30, 2023, and 2022, the Company’s investments, at equity and advances to 50% or less owned companies in its other 50% or less owned companies were $3.3 million and $75.9 million, respectively. The significant decrease is the result of the sale of the Company’s interests in MexMar and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”). Equity in earnings of 50% or less owned companies for the six months ended June 30, 2023 and 2022 were $0.9 million and $6.1 million, respectively.

14.

SUBSEQUENT EVENTS

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

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

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

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

Overview

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

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

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

Significant items affecting our results of operations

The number and type of vessels operated, their rates per day worked and their utilization levels are the key determinants of the Company’s operating results and cash flows. Unless a vessel is cold-stacked, there is little reduction in daily running costs for the vessels and, consequently, operating margins are most sensitive to changes

in rates per day worked and utilization. The Company manages its fleet utilizing a global network of shore side support, administrative and finance personnel.

Offshore oil and natural gas market conditions are highly volatile. Prices deteriorated beginning in the second half of 2014 and continued to deteriorate when oil prices hit a 13-year low of less than $27 per barrel (on the New York Mercantile Exchange) in February 2016. Oil prices experienced unprecedented volatility during 2020 due to the COVID-19 pandemic and the related effects on the global economy, with the price per barrel going negative for a short period of time. Oil prices have steadily increased since the lows hit at the beginning of the COVID-19 pandemic and hit a multi-year high of $122 per barrel at points during 2022 primarily as a result of the conflict between Russia and Ukraine as well as the related economic sanctions and economic uncertainty but have recently decreased to the $71 per barrel range.

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

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

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

The Company adheres to a strategy of cold-stacking vessels (removing from active service) during periods of weak utilization in order to reduce the daily running costs of operating the fleet, primarily personnel, repairs and maintenance costs, as well as to defer some drydocking costs into future periods. The Company considers various factors in determining which vessels to cold-stack, including upcoming dates for regulatory vessel inspections and related docking requirements. The Company may maintain class certification on certain cold-stacked vessels, thereby incurring some drydocking costs while cold-stacked. Cold-stacked vessels are returned to active service when market conditions improve, or management anticipates improvement, typically leading to increased costs for drydocking, personnel, repair and maintenance in the periods immediately preceding the vessels’ return to active service. Depending on market conditions, vessels with similar characteristics and capabilities may be rotated between active service and cold-stack. On an ongoing basis, the Company reviews its cold-stacked vessels to determine if any should be designated as retired and removed from service based on the vessel’s physical condition, the expected costs to reactivate and restore class certification, if any, and its viability to operate within current and projected market conditions. As of June 30, 2023, one of the Company’s 59 owned and leased-in vessels was cold-stacked.

Recent Developments

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

SEACOR Marine Foreign Holdings Credit Facility. On March 2, 2023, the Company and SMFH entered into Amendment No. 7 (“SMFH Amendment No. 7”) to that certain Second Amended and Restated Guaranty, dated as of September 29, 2022, issued by the Company in favor of DNB Bank ASA, New York Branch, as security trustee (the “Second A&R SMFH Credit Facility Guaranty”) in connection with that certain senior secured loan facility with a syndicate of lenders administered by DNB Bank ASA, New York Branch, dated as of September 26, 2018 and as amended from time to time (the “SMFH Credit Facility”). SMFH Amendment No. 7 extends the date through which the Company is required to maintain an interest coverage ratio of 1.50:1.00 (as calculated in accordance with the Second A&R SMFH Credit Facility Guaranty) from December 31, 2022 to June 30, 2023. As of the last day of each fiscal quarter thereafter, the interest coverage ratio is required to be at least 2.00:1.00.

Consolidated Results of Operations

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


	Three Months Ended June 30,										Six Months Ended June 30,
	2023					2022					2023					2022
Time Charter Statistics:
Average Rates Per Day	$	15,250				$	12,149				$	14,789				$	11,746
Fleet Utilization		78	%				77	%				77	%				73	%
Fleet Available Days		5,096					5,311					10,167					10,711
Operating Revenues:
Time charter	$	60,804		91	%	$	49,504		92	%	$	116,219		91	%	$	92,245		92	%
Bareboat charter		364		1	%		48		0	%		724		1	%		666		1	%
Other marine services		5,723		8	%		4,465		8	%		9,921		8	%		6,697		7	%
		66,891		100	%		54,017		100	%		126,864		100	%		99,608		100	%
Costs and Expenses:
Operating:
Personnel		19,944		30	%		18,346		34	%		39,747		31	%		36,781		37	%
Repairs and maintenance		5,793		9	%		8,380		16	%		11,804		9	%		15,171		15	%
Drydocking		2,256		3	%		6,474		12	%		2,269		2	%		11,447		11	%
Insurance and loss reserves		2,390		4	%		2,545		5	%		5,179		4	%		3,731		4	%
Fuel, lubes and supplies		3,638		5	%		4,350		8	%		8,457		7	%		8,079		8	%
Other		2,281		3	%		4,050		7	%		6,119		5	%		8,432		8	%
		36,302		54	%		44,145		82	%		73,575		58	%		83,641		84	%
Lease expense - operating		698		1	%		1,008		2	%		1,418		1	%		2,068		2	%
Administrative and general		13,704		20	%		10,210		19	%		25,336		20	%		20,134		20	%
Depreciation and amortization		13,575		20	%		14,208		26	%		27,337		22	%		28,579		29	%
		64,279		96	%		69,571		129	%		127,666		101	%		134,422		135	%
Gains on Asset Dispositions and Impairments, Net		265		0	%		25		0	%		3,864		3	%		2,164		2	%
Operating Income (Loss)		2,877		4	%		(15,529	)	(29	)%		3,062		2	%		(32,650	)	(33	)%
Other Expense, Net		(8,917	)	(13	)%		(5,637	)	(10	)%		(18,070	)	(14	)%		(11,448	)	(11	)%
Loss Before Income Tax (Benefit) Expense and Equity in Earnings of 50% or Less Owned Companies		(6,040	)	(9	)%		(21,166	)	(39	)%		(15,008	)	(12	)%		(44,098	)	(44	)%
Income Tax (Benefit) Expense		(1,096	)	(2	)%		(1,634	)	(3	)%		61		0	%		(4,055	)	(4	)%
Loss Before Equity in Earnings of 50% or Less Owned Companies		(4,944	)	(7	)%		(19,532	)	(36	)%		(15,069	)	(12	)%		(40,043	)	(40	)%
Equity in Earnings of 50% or Less Owned Companies		373		1	%		415		1	%		909		1	%		6,089		6	%
Net Loss		(4,571	)	(7	)%		(19,117	)	(35	)%		(14,160	)	(11	)%		(33,954	)	(34	)%
Net Income attributable to Noncontrolling Interests in Subsidiaries		—		—	%		3		0	%		—		—	%		3		0	%
Net Loss attributable to SEACOR Marine Holdings Inc.	$	(4,571	)	(7	)%	$	(19,120	)	(35	)%	$	(14,160	)	(11	)%	$	(33,957	)	(34	)%

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

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


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Three Months Ended June 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	16,115		$	14,982		$	13,245		$	18,846			15,250
Fleet Utilization		35	%		94	%		86	%		88	%		78	%
Fleet Available Days		1,080			1,729			1,456			831			5,096
Operating Revenues:
Time charter	$	6,121		$	24,414		$	16,563		$	13,706		$	60,804
Bareboat charter		—			—			—			364			364
Other marine services		2,993			(1,037	)		3,357			410			5,723
		9,114			23,377			19,920			14,480			66,891
Direct Costs and Expenses:
Operating:
Personnel		5,957			4,833			5,266			3,888			19,944
Repairs and maintenance		1,573			2,050			1,219			951			5,793
Drydocking		1,506			144			(684	)		1,290			2,256
Insurance and loss reserves		1,082			420			720			168			2,390
Fuel, lubes and supplies		924			1,419			425			870			3,638
Other		335			1,346			234			366			2,281
		11,377			10,212			7,180			7,533			36,302
Direct Vessel (Loss) Profit	$	(2,263	)	$	13,165		$	12,740		$	6,947			30,589
Other Costs and Expenses:
Lease expense	$	143		$	408		$	67		$	80			698
Administrative and general														13,704
Depreciation and amortization		3,861			3,853			3,708			2,153			13,575
														27,977
Gains on asset dispositions and impairments, net														265
Operating income													$	2,877


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia			Latin America			Total
For the Six Months Ended June 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	17,203		$	13,960		$	13,399		$	17,434		$	14,789
Fleet Utilization		35	%		90	%		84	%		91	%		77	%
Fleet Available Days		2,095			3,439			2,896			1,737			10,167
Operating Revenues:
Time charter	$	12,685		$	43,410		$	32,591		$	27,533		$	116,219
Bareboat charter		—			—			—			724			724
Other marine services		6,835			(1,871	)		3,215			1,742			9,921
		19,520			41,539			35,806			29,999			126,864
Direct Costs and Expenses:
Operating:
Personnel		12,492			9,338			10,107			7,810			39,747
Repairs and maintenance		2,767			4,603			1,896			2,538			11,804
Drydocking		1,549			1,328			(1,779	)		1,171			2,269
Insurance and loss reserves		2,123			738			1,905			413			5,179
Fuel, lubes and supplies		1,707			3,634			1,567			1,549			8,457
Other		558			3,036			1,561			964			6,119
		21,196			22,677			15,257			14,445			73,575
Direct Vessel (Loss) Profit	$	(1,676	)	$	18,862		$	20,549		$	15,554			53,289
Other Costs and Expenses:
Lease expense	$	279		$	837		$	143		$	159			1,418
Administrative and general														25,336
Depreciation and amortization		7,396			7,778			7,396			4,767			27,337
														54,091
Gains on asset dispositions and impairments, net														3,864
Operating income													$	3,062
As of June 30, 2023
Property and Equipment:
Historical cost	$	230,432		$	287,289		$	285,722		$	162,895		$	966,338
Accumulated depreciation		(107,901	)		(99,994	)		(94,761	)		(32,022	)		(334,678	)
	$	122,531		$	187,295		$	190,961		$	130,873		$	631,660
Total Assets (1)	$	162,973		$	213,128		$	212,695		$	148,576		$	737,372

(1)

Total assets by region does not include corporate assets of $46.8 million as of June 30, 2023.


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia (1)			Latin America			Total
For the Three Months Ended June 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	17,792		$	11,279		$	9,673		$	14,263		$	12,149
Fleet Utilization		43	%		85	%		87	%		94	%		77	%
Fleet Available Days		1,277			1,567			1,651			816			5,311
Operating Revenues:
Time charter	$	9,759		$	14,930		$	13,906		$	10,909		$	49,504
Bareboat charter		—			—			—			48			48
Other		2,399			1,072			460			534			4,465
		12,158			16,002			14,366			11,491			54,017
Direct Costs and Expenses:
Operating:
Personnel		5,773			3,526			5,691			3,356			18,346
Repairs and maintenance		1,280			2,638			2,545			1,917			8,380
Drydocking		4,090			134			2,250			—			6,474
Insurance and loss reserves		1,198			329			748			270			2,545
Fuel, lubes and supplies		794			1,490			1,318			748			4,350
Other		281			1,871			1,213			685			4,050
		13,416			9,988			13,765			6,976			44,145
Direct Vessel (Loss) Profit	$	(1,258	)	$	6,014		$	601		$	4,515			9,872
Other Costs and Expenses:
Lease expense	$	295		$	456		$	38		$	219			1,008
Administrative and general														10,210
Depreciation and amortization		4,562			3,306			4,229			2,111			14,208
														25,426
Gains on asset dispositions and impairments, net														25
Operating loss													$	(15,529	)

(1)

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


	United States (primarily Gulf of Mexico)			Africa and Europe			Middle East and Asia (2)			Latin America			Total
For the Six Months Ended June 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	16,740		$	10,666		$	9,775		$	13,885		$	11,746
Fleet Utilization		41	%		83	%		82	%		89	%		73	%
Fleet Available Days		2,591			3,066			3,451			1,603			10,711
Operating Revenues:
Time charter	$	17,623		$	27,210		$	27,566		$	19,846		$	92,245
Bareboat charter		—			—			—			666			666
Other		4,451			456			509			1,281			6,697
		22,074			27,666			28,075			21,793			99,608
Direct Costs and Expenses:
Operating:
Personnel		10,696			7,062			11,722			7,301			36,781
Repairs and maintenance		2,381			4,217			4,377			4,196			15,171
Drydocking		6,957			1,278			3,212			—			11,447
Insurance and loss reserves		1,427			453			1,255			596			3,731
Fuel, lubes and supplies		1,456			2,963			2,328			1,332			8,079
Other		505			3,699			2,840			1,388			8,432
		23,422			19,672			25,734			14,813			83,641
Direct Vessel (Loss) Profit	$	(1,348	)	$	7,994		$	2,341		$	6,980			15,967
Other Costs and Expenses:
Lease expense	$	582		$	858		$	69		$	559			2,068
Administrative and general														20,134
Depreciation and amortization		9,200			6,564			8,574			4,241			28,579
														50,781
Gains on asset dispositions and impairments, net														2,164
Operating loss													$	(32,650	)
As of June 30, 2022
Property and Equipment:
Historical cost	$	269,717		$	247,967		$	322,091		$	160,372		$	1,000,147
Accumulated depreciation		(130,737	)		(76,742	)		(89,634	)		(27,978	)		(325,091	)
	$	138,980		$	171,225		$	232,457		$	132,394		$	675,056
Total Assets (1)	$	170,831		$	194,632		$	244,606		$	215,755		$	825,824

(1)

Total assets by region does not include corporate assets of $51.3 million as of June 30, 2022.

(2)

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

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


	AHTS (1)			FSV (2)			PSV (3)			Liftboats			Other activity			Total
For the Three Months Ended June 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	8,916		$	11,314		$	17,545		$	35,623		$	—		$	15,250
Fleet Utilization		85	%		92	%		80	%		37	%		—	%		78	%
Fleet Available Days		364			2,093			1,820			819			—			5,096
Operating Revenues:
Time charter	$	2,762		$	21,747		$	25,458		$	10,837		$	—		$	60,804
Bareboat charter		—			—			364			—			—			364
Other marine services		(134	)		(518	)		19			5,355			1,001			5,723
		2,628			21,229			25,841			16,192			1,001			66,891
Direct Costs and Expenses:
Operating:
Personnel		1,069			5,083			8,738			5,065			(11	)		19,944
Repairs and maintenance		186			1,134			2,998			1,472			3			5,793
Drydocking		131			1,342			12			849			(78	)		2,256
Insurance and loss reserves		78			337			421			1,418			136			2,390
Fuel, lubes and supplies		192			1,108			2,124			219			(5	)		3,638
Other		195			947			840			301			(2	)		2,281
		1,851			9,951			15,133			9,324			43			36,302
Other Costs and Expenses:
Lease expense	$	332		$	—		$	—		$	—		$	366			698
Administrative and general																	13,704
Depreciation and amortization		298			4,952			4,072			4,215			38			13,575
																	27,977
Gains on asset dispositions and impairments, net																	265
Operating income																$	2,877

(1)

Anchor handling towing supply vessels (“AHTS”).

(2)

Fast support vessels (“FSVs”).

(3)

Platform support vessels (“PSVs”).


	AHTS			FSV			PSV			Liftboats			Other activity			Total
For the Six Months Ended June 30, 2023
Time Charter Statistics:
Average Rates Per Day	$	9,081		$	10,965		$	16,278		$	34,661		$	—		$	14,789
Fleet Utilization		83	%		91	%		75	%		44	%		—	%		77	%
Fleet Available Days		755			4,163			3,620			1,629			—			10,167
Operating Revenues:
Time charter	$	5,677		$	41,735		$	44,258		$	24,549		$	—		$	116,219
Bareboat charter		—			—			724			—			—			724
Other marine services		(286	)		(895	)		859			8,131			2,112			9,921
		5,391			40,840			45,841			32,680			2,112			126,864
Direct Costs and Expenses:
Operating:
Personnel		2,064			9,944			17,587			10,133			19			39,747
Repairs and maintenance		402			3,001			6,473			1,971			(43	)		11,804
Drydocking		551			1,470			621			(292	)		(81	)		2,269
Insurance and loss reserves		146			671			840			3,325			197			5,179
Fuel, lubes and supplies		668			2,490			4,455			838			6			8,457
Other		490			2,183			3,154			273			19			6,119
		4,321			19,759			33,130			16,248			117			73,575
Other Costs and Expenses:
Lease expense	$	663		$	—		$	—		$	—		$	755			1,418
Administrative and general																	25,336
Depreciation and amortization		596			9,898			8,334			8,429			80			27,337
																	54,091
Gains on asset dispositions and impairments, net																	3,864
Operating income																$	3,062
As of June 30, 2023
Property and Equipment:
Historical cost	$	27,647		$	352,889		$	301,523		$	265,098		$	19,181		$	966,338
Accumulated depreciation		(19,188	)		(139,993	)		(45,015	)		(111,888	)		(18,594	)		(334,678	)
	$	8,459		$	212,896		$	256,508		$	153,210		$	587		$	631,660


	AHTS			FSV			PSV			Liftboats			Other activity (1)			Total
For the Three Months Ended June 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	8,887		$	9,201		$	13,422		$	24,712		$	—		$	12,149
Fleet Utilization		66	%		85	%		86	%		44	%		—	%		77	%
Fleet Available Days		546			2,126			1,820			819			—			5,311
Operating Revenues:
Time charter	$	3,191		$	16,525		$	20,983		$	8,805		$	—		$	49,504
Bareboat charter		—			—			48			—			—			48
Other marine services		(143	)		(174	)		575			3,283			924			4,465
		3,048			16,351			21,606			12,088			924			54,017
Direct Costs and Expenses:
Operating:
Personnel		1,050			4,880			7,889			4,515			12			18,346
Repairs and maintenance		566			2,458			3,184			2,132			40			8,380
Drydocking		(30	)		(201	)		(32	)		6,737			—			6,474
Insurance and loss reserves		146			372			551			1,548			(72	)		2,545
Fuel, lubes and supplies		215			1,187			1,701			1,230			17			4,350
Other		435			1,311			1,631			655			18			4,050
		2,382			10,007			14,924			16,817			15			44,145
Other Costs and Expenses:
Lease expense	$	450		$	—		$	154		$	—		$	404			1,008
Administrative and general																	10,210
Depreciation and amortization		495			5,010			3,785			4,870			48			14,208
																	25,426
Gains on asset dispositions and impairments, net																	25
Operating income																$	(15,529	)

(1)

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


	AHTS			FSV			PSV			Liftboats			Other activity (1)			Total
For the Six Months Ended June 30, 2022
Time Charter Statistics:
Average Rates Per Day	$	8,898		$	8,917		$	12,862		$	23,507		$	—		$	11,746
Fleet Utilization		66	%		82	%		79	%		46	%		—	%		73	%
Fleet Available Days		1,086			4,286			3,620			1,629			90			10,711
Operating Revenues:
Time charter	$	6,379		$	31,425		$	36,806		$	17,635		$	—		$	92,245
Bareboat charter		—			—			666			—			—			666
Other marine services		(303	)		(428	)		619			4,746			2,063			6,697
		6,076			30,997			38,091			22,381			2,063			99,608
Direct Costs and Expenses:
Operating:
Personnel		2,186			9,950			16,082			8,550			13			36,781
Repairs and maintenance		859			4,258			6,885			3,144			25			15,171
Drydocking		(37	)		1,076			1,270			9,138			—			11,447
Insurance and loss reserves		9			632			979			2,763			(652	)		3,731
Fuel, lubes and supplies		359			2,731			3,135			1,835			19			8,079
Other		874			3,252			2,979			1,299			28			8,432
		4,250			21,899			31,330			26,729			(567	)		83,641
Other Costs and Expenses:
Lease expense	$	899		$	—		$	445		$	—		$	724			2,068
Administrative and general																	20,134
Depreciation and amortization		989			9,955			7,571			9,834			230			28,579
																	50,781
Gains on asset dispositions and impairments, net																	2,164
Operating income																$	(32,650	)
As of June 30, 2022
Property and Equipment:
Historical cost	$	50,189		$	355,116		$	282,304		$	290,529		$	22,009		$	1,000,147
Accumulated depreciation		(34,746	)		(121,226	)		(28,227	)		(119,351	)		(21,541	)		(325,091	)
	$	15,443		$	233,890		$	254,077		$	171,178		$	468		$	675,056

(1)

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

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


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

Operating Income (Loss)

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


	For the Three Months Ended June 30,										For the Six Months Ended June 30,
	2023					2022					2023					2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	—				$	—				$	—				$	—
FSV		9,450					11,035					9,490					10,950
PSV		13,883					16,536					14,261					15,728
Liftboats		29,334					22,875					27,951					20,401
Overall		16,115					17,792					17,203					16,740
Utilization:
AHTS				—	%				—	%				—	%				—	%
FSV				67	%				48	%				61	%				42	%
PSV				46	%				71	%				36	%				66	%
Liftboats				18	%				41	%				24	%				41	%
Overall				35	%				43	%				35	%				41	%
Available Days:
AHTS		—					182					31					362
FSV		273					273					543					543
PSV		199					273					369					543
Liftboats		608					549					1,152					1,143
Overall		1,080					1,277					2,095					2,591
Operating revenues:
Time charter	$	6,121		67	%	$	9,759		80	%	$	12,685		65	%	$	17,623		80	%
Other marine services		2,993		33	%		2,399		20	%		6,835		35	%		4,451		20	%
		9,114		100	%		12,158		100	%		19,520		100	%		22,074		100	%
Direct operating expenses:
Personnel		5,957		65	%		5,773		47	%		12,492		64	%		10,696		48	%
Repairs and maintenance		1,573		17	%		1,280		11	%		2,767		14	%		2,381		11	%
Drydocking		1,506		17	%		4,090		34	%		1,549		8	%		6,957		32	%
Insurance and loss reserves		1,082		12	%		1,198		10	%		2,123		11	%		1,427		6	%
Fuel, lubes and supplies		924		10	%		794		7	%		1,707		9	%		1,456		7	%
Other		335		4	%		281		1	%		558		3	%		505		2	%
		11,377		125	%		13,416		110	%		21,196		109	%		23,422		106	%
Direct Vessel Loss	$	(2,263	)	(25	)%	$	(1,258	)	(10	)%	$	(1,676	)	(9	)%	$	(1,348	)	(6	)%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $3.6 million lower in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $1.3 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower due to decreased utilization of the vessels included in the results of this region in both comparative periods (as applicable to each region, the “Regional Core Fleet”). Other marine services were $0.6 million higher primarily due to business interruption insurance revenue and higher mobilization revenues. As of June 30, 2023, the Company had one of 13 owned and leased-in vessels (one liftboat) cold-stacked in this region compared with three of 14 vessels (one AHTS, one FSV and one liftboat) as of June 30, 2022.

Direct Operating Expenses. Direct operating expenses were $2.0 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.7 million lower for the Regional Core Fleet primarily due to the timing of drydocking and other repair expenditures and $0.3 million lower due to net asset dispositions.

Current Year Six Months compared with Prior Year Six Months

Operating Revenues. Charter revenues were $4.9 million lower in the Current Year Six Months compared with the Prior Year Six Months. Charter revenues were $2.6 million lower due to the repositioning of vessels between geographic regions and $2.3 million lower due to decreased utilization for the Regional Core Fleet. Other marine services were $2.4 million higher primarily due to business interruption insurance revenue and higher mobilization revenues.

Direct Operating Expenses. Direct operating expenses were $2.2 million lower in the Current Year Six Months compared with the Prior Year Six Months. Direct operating expenses were $1.8 million lower due to the repositioning of vessels between geographic regions, $0.2 million due to net asset dispositions and $0.2 million for the Regional Core Fleet.

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


	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023					2022				2023					2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	10,267				$	10,018			$	10,189				$	9,971
FSV		13,123					10,719				12,849					10,301
PSV		20,318					13,621				18,078					12,224
Overall		14,982					11,279				13,960					10,666
Utilization:
AHTS				80	%			98	%				87	%			99	%
FSV				99	%			86	%				96	%			82	%
PSV				93	%			72	%				83	%			75	%
Overall				94	%			85	%				90	%			83	%
Available Days:
AHTS		273					273				543					543
FSV		910					852				1,810					1,752
PSV		546					442				1,086					771
Overall		1,729					1,567				3,439					3,066
Operating revenues:
Time charter	$	24,414		104	%	$	14,930	93	%	$	43,410		105	%	$	27,210	98	%
Other marine services		(1,037	)	(4	)%		1,072	7	%		(1,871	)	(5	%)		456	2	%
		23,377		100	%		16,002	100	%		41,539		100	%		27,666	100	%
Direct operating expenses:
Personnel		4,833		21	%		3,526	22	%		9,338		23	%		7,062	26	%
Repairs and maintenance		2,050		9	%		2,638	16	%		4,603		11	%		4,217	15	%
Drydocking		144		1	%		134	1	%		1,328		3	%		1,278	5	%
Insurance and loss reserves		420		2	%		329	2	%		738		2	%		453	2	%
Fuel, lubes and supplies		1,419		6	%		1,490	9	%		3,634		9	%		2,963	11	%
Other		1,346		5	%		1,871	12	%		3,036		7	%		3,699	12	%
		10,212		44	%		9,988	62	%		22,677		55	%		19,672	71	%
Direct Vessel Profit	$	13,165		56	%	$	6,014	38	%	$	18,862		45	%	$	7,994	29	%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $9.5 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $5.2 million higher due to the repositioning of vessels between geographic regions and $4.4 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.1 million decrease due to net asset dispositions. Other marine services were $2.1 million lower primarily due to the recognition of previously deferred revenue in the prior period and higher commission charges. As of June 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.2 million higher in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.4 million higher due to the

repositioning of vessels between geographic regions, $1.1 million lower for the Regional Core Fleet due to the timing of repair expenditures and $0.1 million lower due to net asset dispositions.

Current Year Six Months compared with Prior Year Six Months

Operating Revenues. Charter revenues were $16.2 million higher in the Current Year Six Months compared with the Prior Year Six Months. Charter revenues were $10.8 million higher due to the repositioning of vessels between geographic regions and $6.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization partially offset by a $0.8 million decrease due to net asset dispositions. Other marine services were $2.3 million lower primarily due to the recognition of previously deferred revenue in the prior period and higher commission charges.

Direct Operating Expenses. Direct operating expenses were $3.0 million higher in the Current Year Six Months compared with the Prior Year Six Months primarily due to the repositioning of vessels between geographic regions.

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


	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2023					2022				2023					2022
Time Charter Statistics:
Rates Per Day Worked:
AHTS	$	5,666				$	5,557			$	5,723				$	5,669
FSV		8,990					7,685				8,840					7,532
PSV		8,523					9,870				8,584					9,173
Liftboats		42,499					29,000				42,499					29,000
Overall		13,245					9,673				13,399					9,775
Utilization:
AHTS				100	%			100	%				86	%			99	%
FSV				100	%			91	%				100	%			93	%
PSV				57	%			91	%				53	%			75	%
Liftboats				94	%			50	%				96	%			67	%
Overall				86	%			87	%				84	%			82	%
Available Days:
AHTS		91					91				181					181
FSV		728					819				1,448					1,629
PSV		455					559				905					1,189
Liftboats		182					182				362					362
Specialty (1)		—					—				—					90
Overall		1,456					1,651				2,896					3,451
Operating revenues:
Time charter	$	16,563		83	%	$	13,906	97	%	$	32,591		91	%	$	27,566	98	%
Other marine services		3,357		17	%		460	3	%		3,215		9	%		509	2	%
		19,920		100	%		14,366	100	%		35,806		100	%		28,075	100	%
Direct operating expenses:
Personnel		5,266		26	%		5,691	40	%		10,107		28	%		11,722	42	%
Repairs and maintenance		1,219		6	%		2,545	18	%		1,896		6	%		4,377	16	%
Drydocking		(684	)	(3	)%		2,250	16	%		(1,779	)	(5	)%		3,212	11	%
Insurance and loss reserves		720		4	%		748	5	%		1,905		6	%		1,255	5	%
Fuel, lubes and supplies		425		2	%		1,318	9	%		1,567		4	%		2,328	8	%
Other		234		1	%		1,213	8	%		1,561		4	%		2,840	10	%
		7,180		36	%		13,765	96	%		15,257		43	%		25,734	92	%
Direct Vessel Profit	$	12,740		64	%	$	601	4	%	$	20,549		57	%	$	2,341	8	%

(1)

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

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $2.7 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $5.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization and $2.5 million lower due to the repositioning of vessels between geographic regions. Other marine services were $2.9 million higher primarily due to business interruption insurance revenue. As of June 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $6.6 million lower in the Current Year Quarter compared with the Prior Year Quarter. Direct operating expenses were $1.9 million lower due to the repositioning of vessels between geographic regions and $4.7 million lower for the Regional Core Fleet primarily due to the insurance reimbursement of operating costs expensed in prior periods.

Current Year Six Months compared with Prior Year Six Months

Operating Revenues. Charter revenues were $5.0 million higher in the Current Year Six Months compared with the Prior Year Six Months. Charter revenues were $9.4 million higher for the Regional Core Fleet as a result of increased day rates and utilization and $4.4 million lower due to the repositioning of vessels between geographic regions. Other marine services were $2.7 million higher primarily due to business interruption insurance revenue.

Direct Operating Expenses. Direct operating expenses were $10.5 million lower in the Current Year Six Months compared with the Prior Year Six Months. Direct operating expenses were $4.4 million lower due to the repositioning of vessels between geographic regions and $6.1 million lower for the Regional Core Fleet primarily due to the insurance reimbursement of operating costs expensed in prior periods.

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


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2023				2022				2023				2022
Time Charter Statistics:
Rates Per Day Worked:
FSV	$	14,950			$	7,961			$	11,960			$	7,877
PSV		19,690				15,531				18,241				15,385
Liftboats		15,967				25,175				24,450				25,835
Overall		18,846				14,263				17,434				13,885
Utilization:
FSV			60	%			100	%			80	%			96	%
PSV			96	%			99	%			96	%			93	%
Liftboats			90	%			48	%			75	%			37	%
Overall			88	%			94	%			91	%			89	%
Available Days:
FSV		182				182				362				362
PSV		620				546				1,260				1,117
Liftboats		29				88				115				124
Overall		831				816				1,737				1,603
Operating revenues:
Time charter	$	13,706	95	%	$	10,909	95	%	$	27,533	92	%	$	19,846	91	%
Bareboat charter		364	3	%		48	0	%		724	2	%		666	3	%
Other marine services		410	3	%		534	5	%		1,742	6	%		1,281	6	%
		14,480	100	%		11,491	100	%		29,999	100	%		21,793	100	%
Direct operating expenses:
Personnel		3,888	27	%		3,356	29	%		7,810	26	%		7,301	34	%
Repairs and maintenance		951	7	%		1,917	17	%		2,538	9	%		4,196	19	%
Drydocking		1,290	9	%		—	—	%		1,171	4	%		—	—	%
Insurance and loss reserves		168	1	%		270	2	%		413	1	%		596	3	%
Fuel, lubes and supplies		870	6	%		748	7	%		1,549	5	%		1,332	6	%
Other		366	2	%		685	6	%		964	3	%		1,388	6	%
		7,533	52	%		6,976	61	%		14,445	48	%		14,813	68	%
Direct Vessel Profit	$	6,947	48	%	$	4,515	39	%	$	15,554	52	%	$	6,980	32	%

Current Year Quarter compared with Prior Year Quarter

Operating Revenues. Charter revenues were $3.1 million higher in the Current Year Quarter compared with the Prior Year Quarter. Charter revenues were $1.9 million higher due to the repositioning of vessels between geographic regions and $1.2 million higher for the Regional Core Fleet as a result of increased day rates and utilization. As of June 30, 2023, the Company had no owned or leased-in vessels cold-stacked in this region.

Direct Operating Expenses. Direct operating expenses were $0.6 million higher in the Current Year Quarter compared with the Prior Year Quarter primarily due to the repositioning of vessels between geographic regions.

Current Year Six Months compared with Prior Year Six Months

Operating Revenues. Charter revenues were $7.7 million higher in the Current Year Six Months compared with the Prior Year Six Months. Charter revenues were $3.9 million higher due to the repositioning of vessels between geographic regions and $3.8 million higher for the Regional Core Fleet as a result of increased day rates and utilization.

Direct Operating Expenses. Direct operating expenses were $0.4 million lower in the Current Year Six Months compared with the Prior Year Six Months primarily due to the repositioning of vessels between geographic regions and the timing of certain repair expenditures.

Other Operating Expenses

Lease Expense. Leased-in equipment expense for the Current Year Quarter and Current Year Six Months was $0.3 million lower and $0.7 million lower compared with the Prior Year Quarter and Prior Year Six Months primarily due to the impairment of one leased-in vessel in 2022.

Administrative and general. Administrative and general expenses for the Current Year Quarter and Current Year Six Months were $3.5 million higher and $5.2 million higher compared to the Prior Year Quarter and Prior Year Six Months due to increases in our allowance for credit losses and increases in salaries and benefits expenses in the Current Year Quarter and Current Year Six Months.

Depreciation and amortization. Depreciation and amortization expense for the Current Year Quarter and Current Year Six Months were $0.6 million lower and $1.2 million lower compared to the Prior Year Quarter and Prior Year Six Months primarily due to net fleet changes.

Gains (Losses) on Asset Dispositions and Impairments, Net. During the Current Year Quarter, the Company sold one specialty vessel, previously removed from service, and other equipment for net cash proceeds of $0.4 million, after transaction costs, and a gain of $0.3 million. During the Prior Year Quarter, the Company sold one FSV and other equipment for net cash proceeds of $1.4 million, after transaction costs. The Company classified the FSV as held for sale and recorded impairment charges of $0.9 million during the first quarter of 2022.

During the Current Year Six Months, the Company sold three liftboats, one specialty vessel, previously removed from service, and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.9 million. During the Prior Year Six Months, the Company sold one FSV, one liftboat, previously removed from service, office space, and other equipment for net cash proceeds of $6.7 million, after transaction costs, and a gain of $2.2 million, which included impairment charges of $0.9 million for the FSV classified as held for sale during the first quarter of 2022 and sold during the second quarter of 2022.

Other Income (Expense), Net

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


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Other Income (Expense):
Interest income	$	422		$	190		$	882		$	219
Interest expense		(8,736	)		(6,989	)		(17,524	)		(13,616	)
Derivative gains (losses), net		—			33			—			(1	)
Foreign currency (losses) gains, net		(603	)		1,170			(1,428	)		1,991
Other, net		—			(41	)		—			(41	)
	$	(8,917	)	$	(5,637	)	$	(18,070	)	$	(11,448	)

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

Interest expense. Interest expense was higher in the Current Year Quarter and Current Year Six Months compared with the Prior Year Quarter and Prior Year Six Months primarily due to a higher interest rate on the SMFH Credit Facility, a higher interest rate due to the exchange of the Old Convertible Notes for the Guaranteed Notes and the New Convertible Notes and higher interest rates on variable rate debt.

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

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

Income Tax Expense

During the six months ended June 30, 2023, the Company’s effective income tax rate of 0.40% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes.

Equity in Earnings of 50% or Less Owned Companies

Equity in earnings of 50% or less owned companies for the Current Year Quarter compared with the Prior Year Quarter were essentially flat and earnings for the Current Year Six Months compared with the Prior Year Six Months were $5.2 million lower due to the following changes in equity earnings (losses) (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023		2022
MexMar	$	—		$	(411	)	$	—	$	3,822
SEACOR Arabia		613			(160	)		815		351
Offshore Vessel Holdings		—			1,027			—		1,642
Other		(240	)		(41	)		94		274
	$	373		$	415		$	909	$	6,089

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

Liquidity and Capital Resources

General

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

As of June 30, 2023, the Company held balances of cash, cash equivalents and restricted cash totaling $43.5 million. As of June 30, 2022, the Company held balances of cash, cash equivalents and restricted cash totaling $25.9 million. The Company expects that it will receive $5.0 million next quarter as MexMar pays off the remaining $5.0 million under its loan which is held entirely by the Company.

As of June 30, 2023, the Company had outstanding debt of $307.9 million, net of debt discount and issue costs. The Company’s contractual long-term debt maturities as of June 30, 2023, are as follows (in thousands):


	Actual
Remainder 2023	$	35,547
2024		54,359
2025		28,991
2026		166,736
2027		14,965
Years subsequent to 2027		46,333
	$	346,931

Summary of Cash Flows

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


	Six Months Ended June 30,
	2023			2022
Cash flows provided by or (used in):
Operating Activities	$	3,331		$	(5,103	)
Investing Activities		17,533			6,995
Financing Activities		(20,362	)		(17,204	)
Effects of Exchange Rate Changes on Cash, Restricted Cash and Cash Equivalents		(1	)		(4	)
Net Change in Cash, Restricted Cash and Cash Equivalents	$	501		$	(15,316	)

Operating Activities

Cash flows provided by operating activities increased by $8.4 million in the Current Year Six Months compared with the Prior Year Six Months primarily due to increases in day rates and utilization offset by changes in working capital. The components of cash flows provided by and/or used in operating activities during the Current Year Six Months and Prior Year Six Months were as follows (in thousands):


	Six Months Ended June 30,
	2023			2022
DVP:
United States, primarily Gulf of Mexico	$	(1,676	)	$	(1,348	)
Africa and Europe		18,862			7,994
Middle East and Asia		20,549			2,341
Latin America		15,554			6,980
Operating, leased-in equipment		(1,311	)		(1,098	)
Administrative and general (excluding provisions for bad debts and amortization of share awards)		(19,727	)		(17,454	)
Other, net (excluding non-cash losses)		—			(41	)
Dividends received from 50% or less owned companies		1,044			1,887
		33,295			(739	)
Changes in operating assets and liabilities before interest and income taxes		(16,378	)		5,522
Cash settlements on derivative transactions, net		380			(651	)
Interest paid, excluding capitalized interest (1)		(14,292	)		(10,341	)
Interest received		882			219
Income taxes (paid) refunded, net		(556	)		887
Total cash flows (used in) provided by operating activities	$	3,331		$	(5,103	)

(1)

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

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

Investing Activities

During the Current Year Six Months, net cash provided by investing activities was $17.5 million, primarily as a result of the following:

•

capital expenditures were $0.5 million;

•

the Company sold other equipment for net cash proceeds of $8.0 million, after transaction costs, and a gain of $2.9 million; and

•

the Company received $10.0 million of principal payments under the MexMar Third A&R Facility Agreement.

During the Prior Year Six Months, net cash provided by investing activities was $7.0 million, primarily as a result of the following:

•

capital expenditures were less than $0.1 million;

•

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

•

the Company received $0.4 million from investments in, and advances to, its 50% or less owned companies for principal payments on notes receivables.

Financing Activities

During the Current Year Six Months, net cash used in financing activities was $20.4 million, primarily as a result of the following:

•

the Company made scheduled payments on long-term debt and other obligations of $18.1 million;

•

the Company made payments on debt extinguishment of $26.8 million;

•

the Company received proceeds from the issuance of long-term debt of $27.2 million;

•

the Company made payments on finance leases of $0.3 million; and

•

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

During the Prior Year Six Months, net cash used in financing activities was $17.2 million primarily as a result of the following:

•

the Company made scheduled payments on long-term debt and other obligations of $16.5 million;

•

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

•

the Company made payments on finance leases of $0.1 million; and

•

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

Short and Long-Term Liquidity Requirements

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

Note Receivable

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

Debt Securities and Credit Agreements

For a discussion of the Company’s debt securities and credit agreements, see “Note 5. Long-Term Debt” in the unaudited consolidated financial statements included in Part I. Item 1. “Financial Statements” elsewhere in this Quarterly Report on Form 10-Q and in “Note 8. Long-Term Debt” in the Company’s audited consolidated financial statements included in its 2022 Annual Report. Other than as set forth below, there has not been any material changes to the agreements governing the Company’s long-term debt during the period.

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

Facility restricts the payment of dividends and distributions and the ability of the SEACOR Alpine Borrowers to make certain investments. In addition, the SEACOR Alpine Credit Facility includes customary events of default.

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

Future Cash Requirements

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

Contingencies

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

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

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

(a), (b) None.

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


	Total Number of Shares Withheld		Average Price per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan		Maximum Number of Shares that may be Purchased Under the Plan
April 1, 2023 to April 30, 2023		8,766	$	8.07		—		—
May 1, 2023 to May 31, 2023		—	$	—		—		—
June 1, 2023 to June 30, 2023		3,266	$	9.74		—		—

For the three months ended June 30, 2023, the Company acquired for treasury 12,032 shares of Common Stock from its directors and employees for an aggregate purchase price of $102,552 to cover their tax withholding obligations upon the lapsing of restrictions on share awards. These shares were purchased in accordance with the terms of the Company’s 2017 Equity Incentive Plan, 2020 Equity Incentive Plan and 2022 Equity Incentive Plan, as applicable.

ITEM 3. DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS



10.1*		Credit Agreement, dated as of June 16, 2023, by and among SEACOR Alps LLC, SEACOR Andes LLC, SEACOR Atlas LLC, SEACOR Marine Holdings Inc., SEACOR Marine Alpine LLC, and Mountain Supply LLC (incorporated herein by reference to Exhibit 10.1 of SEACOR Marine Holdings Inc.’s Current Report on Form 8-K filed with the Commission on June 20, 2023 (File No. 001-37966)).

10.2*		Guaranty, dated as of June 16, 2023, by SEACOR Marine Holdings Inc. in favor of Mountain Supply LLC (incorporated herein by reference to Exhibit 10.2 of SEACOR Marine Holdings Inc.’s Current Report on Form 8-K filed with the Commission on June 20, 2023 (File No. 001-37966)).

31.1		Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32		Certification by the Principal Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS**		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH**		Inline XBRL Taxonomy Extension Schema

101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase

104		The cover page for the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, has been formatted in Inline XBRL.

* Incorporated by reference.

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

SIGNATURES

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


			SEACOR Marine Holdings Inc.

Date:	August 2, 2023	By:	/s/ John Gellert
			John Gellert, President, Chief Executive Officer (Principal Executive Officer)

Date:	August 2, 2023	By:	/s/ Jesús Llorca
			Jesús Llorca, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
Date:	August 2, 2023	By:	/s/ Gregory S. Rossmiller
			Gregory S. Rossmiller, Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)