SEACOR Marine Holdings Inc

NATURE OF OPERATIONS AND ACCOUNTING POLICIES

Nature of Operations and Segmentation. The consolidated financial statements include the accounts of SEACOR Marine Holdings Inc. (“SEACOR Marine”), and its consolidated subsidiaries (collectively referred to as the “Company”). The Company provides global marine and support transportation services to offshore energy facilities worldwide. The Company operates and manages a diverse fleet of offshore support vessels that (i) deliver cargo and personnel to offshore installations, including offshore wind farms, (ii) assist offshore operations for production and storage facilities, (iii) provide construction, well work-over, offshore wind farm installation and decommissioning support, and (iv) carry and launch equipment used underwater in drilling and well installation, maintenance, inspection and repair. Additionally, the Company's vessels provide emergency response services and accommodations for technicians and specialists.

Accounting standards require public business enterprises to report information about each of their operating business segments that exceed certain quantitative thresholds or meet certain other reporting requirements. Operating business segments have been defined as a component of an enterprise about which separate financial information is available and is evaluated regularly by the chief operating decision maker, the President and Chief Executive Officer, in assessing performance and allocating resources.

The Company has identified the following four principal geographic regions as its reporting segments:

United States, primarily Gulf of America. As of December 31, 2024,10 owned vessels were located in this region. The Company’s vessels in this market support oil andnatural gas exploration and production activities, seasonal construction, decommissioning and diving support operations, as well as the construction and maintenance of offshore wind farms in the Northeast of the U.S.

Africa and Europe. As of December 31, 2024,20 vessels were located in this region, including 19 owned andone managed. The Company’s vessels in this market generally support projects for major oil companies, primarily in Angola, Nigeria and the North Sea.

Middle East and Asia. As of December 31, 2024,15 vessels were located in this region, including 13 owned andtwo managed. The Company’s vessels in this area generally support exploration, personnel transport and seasonal construction activities in Saudi Arabia, United Arab Emirates, Qatar, Egypt and Israel.

Latin America. As of December 31, 2024, nine owned vessels were located in this region. The Company’s vessels in this area generally provide support for exploration and production activities primarily in Mexico, Guyana and Trinidad and Tobago. From time to time, the Company’s vessels also work in Brazil and Colombia.

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

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

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

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

Use of Estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S.”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from estimates and those differences may be material.

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

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

As of December 31, 2024, December 31, 2023 and December 31, 2022, the Company had unearned revenue of $2.5 million, $0.7 million and $2.3 million, respectively, primarily related to mobilization of vessels.

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

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

During the year ended December 31, 2024, the Company didnot recognize any business interruption insurance recoveries. During the years ended December 31, 2023 and 2022, the Company recognized an aggregate amount of business interruption insurance recoveries of $10.0 million and $1.9 million, respectively, included in operating revenues in the accompanying consolidated statements of income (loss).

Direct Operating Expenses. Direct operating costs and expenses that are considered significant, other than leased-in equipment expense, consist primarily of costs and expenses such as: personnel; repairs and maintenance; drydocking; insurance and loss reserves; and fuel, lubes and supplies. Other direct operating expenses consist of costs such as brokers’ commissions, communication costs, expenses incurred in mobilizing vessels between geographic regions, third party ship management fees, freight expenses, and customs and importation duties. Direct operating costs are expensed as incurred.

Cash 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. Cash equivalents consist of U.S. treasury securities, money market instruments, time deposits and overnight investments. A portion of the Company’s cash is maintained at federally insured financial institutions. The deposits held at these institutions are in excess of federally insured limits. The Company has not experienced any losses in such accounts and management believes that the Company is not exposed to significant credit risk due to the financial position of the depository institution in which those deposits are held.

Restricted Cash. Restricted cash primarily relates to banking and credit facility requirements, including, as of December 31, 2024, $16.0 million held in a restricted account with various permitted uses under the terms of the 2024 SMFH Credit Facility.

For the years ended December 31, cash, cash equivalents and restricted cash consists of (in thousands):

Trade and Other Receivables and Allowance for Credit Losses. Customers are primarily major integrated national, international oil companies, large independent oil and natural gas exploration and production companies 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. During the year ended December 31, 2024, Azule Energy Angola S.p.A., a joint venture between BP p.l.c. and Eni S.p.A., and SEACOR Marine Arabia, a joint venture of which the Company owns 45% and through which vessels are in service to Saudi Arabian Oil Company, were responsible for $18.3 million or 26% and $13.0 million or 19%, respectively, of the Company’s total consolidated trade receivables. During the year ended December 31, 2023, SEACOR Marine Arabia and Azule Energy Angola S.p.A. were responsible for $14.4 million or 22% and $11.9 million or 18%, respectively, of the Company’s total consolidated trade receivables.

The Company routinely reviews its receivables and makes provisions for expected credit losses utilizing the Current Expected Credit Losses model (“CECL”). The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for loans and other receivables at the time the financial asset is originated or acquired. However, those provisions are estimates and actual results may materially differ from those estimates. After collection efforts have been exhausted, trade receivables that are deemed uncollectible are removed from both accounts receivable and the allowance for credit losses.

Allowance for credit loss reserves for the years ended December 31 were as follows (in thousands):

Derivative Instruments. The Company accounts for derivatives through the use of a fair value concept whereby all of the Company’s derivative positions are stated at fair value in the accompanying consolidated balance sheets. Realized and unrealized gains and losses on derivatives not designated as hedges are reported in the accompanying consolidated statements of income (loss) as Derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as fair value hedges are recognized as corresponding increases or decreases in the fair value of the underlying hedged item to the extent they are effective, with any ineffective portion reported in the accompanying consolidated statements of income (loss) as Derivative gains (losses), net, and related cash flows are classified in the same category on the cash flow statement as the cash flows from the items being hedged. Realized and unrealized gains and losses on derivatives designated as cash flow hedges are reported as a component of other comprehensive income (loss) in the accompanying consolidated statements of comprehensive income (loss) to the extent they are effective and reclassified into earnings on the same line item associated with the hedged transaction and in the same period the hedged transaction affects earnings and related cash flows are classified in the same category on the cash flow statement as the cash flows from the items being hedged. Any ineffective portions of cash flow hedges are reported in the accompanying consolidated statements of income (loss) as Derivative gains (losses), net. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s 50% or less owned companies are also reported as a component of the Company’s other comprehensive income (loss) in proportion to the Company’s ownership percentage, with reclassifications and ineffective portions being included in Equity in earnings of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income (loss).

Concentrations of Credit Risk. The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers described above. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

Inventories. Inventories, which consist of fuel and supplies, are stated at the lower of cost (using the first-in, first-out method) or net realizable value. The Company records write-downs, as needed, to adjust the carrying amount of inventories to the lower of cost or net realizable value. In the years ended December 31, 2024, 2023 and 2022, there wereno inventory reserves.

Property and Equipment. Equipment, stated at cost, is depreciated using the straight-line method over the estimated useful life of the asset to an estimated salvage value. With respect to each class of asset, the estimated useful life is based upon a newly built asset being placed into service and represents the time period beyond which it is typically not justifiable for the Company to continue to operate the asset in the same or similar manner. From time to time, the Company may acquire older vessels that have already exceeded the Company’s useful life policy, in which case the Company depreciates such assets based on its best estimate of the asset’s remaining useful life, typically the period until the next survey or certification date. As of December 31, 2024, the estimated useful life of the Company’s new offshore support vessels was 20 years.

The Company’s property and equipment as of December 31 was as follows (in thousands):

(1)

Includes property and equipment acquired in business acquisitions at acquisition date fair value and net of the impact of recognized impairment charges. Most of the Company’s vessels are pledged as collateral under the 2024 SMFH Credit Facility.

(2)

Anchor handling towing supply vessels (“AHTS”).

(3)

Fast support vessels (“FSVs”).

(4)

Platform support vessels (“PSVs”).

(5)

Includes buildings, leasehold improvements, vehicles and other property and equipment.

Depreciation and amortization expense totaled $51.6 million, $53.8 million and $56.0 million in 2024, 2023 and 2022, respectively.

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 wasno capitalized interest recognized in 2024, 2023 or 2022.

Assets Held for Sale. As of December 31, 2024, one PSV previously included in the Middle East and Asia segment, with a carrying value of $5.5 million, and one PSV previously included in the United States, primarily U.S. Gulf of America segment, with a carrying value of $5.4 million, were classified as assets held for sale as the Company expects to sell the vessels within one year.

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

When reviewing its fleet for impairment, the Company groups vessels with similar operating and marketing characteristics, including cold-stacked vessels expected to return to active service, into vessel classes. All other vessels, including vessels retired and removed from service, are evaluated for impairment on a vessel by vessel basis.

During the year ended December 31, 2024, the Company recorded impairment charges of $3.7 million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed. During the year ended December 31, 2023, the Company recorded impairment charges totaling $0.7 million for one leased-in AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner. During the year ended December 31, 2022, the Company recorded impairment charges totaling $2.9 million that consisted of $0.9 million for one FSV classified as held for sale and sold during 2022, $0.7 million for one leased-in AHTS to adjust for indicative future cash flows and the cost to return the vessel to its owner, and $1.3 million for other equipment classified as held for sale and sold during 2023. The impairment charges for the assets held for sale are included in gains (losses) on asset dispositions and impairments in the accompanying consolidated statements of income (loss). There were no impairments of other owned or leased-in vessels.

For vessel classes and individual vessels with indicators of impairment as of December 31, 2024, 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. No impairment charges of investments in 50% or less owned companies were incurred for the years ended December 31, 2024, 2023 and 2022.

Business Combinations. For acquisitions constituting a business acquisition, the Company recognizes 100% of the fair value of assets acquired, liabilities assumed, and noncontrolling interests when the acquisition constitutes a change in control of the acquired entity. Shares issued in consideration for a business combination, contingent consideration arrangements and pre-acquisition loss and gain contingencies are all measured and recorded at their acquisition-date fair value. Subsequent changes to fair value of contingent consideration arrangements are generally reflected in earnings. Acquisition-related transaction costs are expensed as incurred and any changes in an acquirer’s existing income tax valuation allowances and tax uncertainty accruals are recorded as an adjustment to income tax expense. The operating results of entities acquired are included in the accompanying consolidated statements of income (loss) from the date of acquisition. If an acquisition of an asset or group of assets does not meet the definition of a business, the transaction is accounted for as an asset acquisition. The assets are measured based on their cost to the Company, including transaction costs. The acquisition cost is then allocated to the assets acquired based on their relative fair values.

Debt Discount and Issuance Costs. Debt discounts and costs incurred in connection with the issuance of debt are amortized over the life of the related debt using the effective interest rate method for term loans and straight-line method for revolving credit facilities and are included in interest expense in the accompanying consolidated statements of income (loss).

Self-insurance Liabilities. The Company maintains marine hull, liability and war risk, general liability, workers compensation and other insurance customary in the industry in which it operates. Both the marine hull and liability policies have annual aggregate deductibles. Marine hull annual aggregate deductibles are accrued as claims are incurred while marine liability annual aggregate deductibles are accrued based on historical loss experience. Exposure to the health benefit plans are limited by maintaining stop-loss and aggregate liability coverage. To the extent that estimated self-insurance losses, including the accrual of annual aggregate deductibles, differ from actual losses realized, the Company’s insurance reserves could differ significantly and may result in either higher or lower insurance expense in future periods.

Income Taxes. Deferred income tax assets and liabilities have been provided in recognition of the income tax effect attributable to the book and tax basis differences of assets and liabilities reported in the consolidated financial statements. Deferred tax assets or liabilities are provided using the enacted tax rates expected to apply to taxable income in the periods in which they are expected to be settled or realized. Interest and penalties relating to uncertain tax positions are recognized in interest expense and administrative and general, respectively, in the accompanying consolidated statements of income (loss). The Company records a valuation allowance to reduce its deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Global Intangible Low Taxed Income (“GILTI”) regime effectively imposes a minimum tax on worldwide foreign earnings and subjects U.S. shareholders of controlled foreign corporations (“CFCs”) to current taxation on certain income earned through a CFC. The Company has made the policy election to record any liability associated with GILTI in the period in which it is incurred.

In the normal course of business, the Company may be subject to challenges from tax authorities regarding the amount of taxes due for the Company. These challenges may alter the timing or amount of taxable income or deductions. As part of the calculation of income tax expense, the Company determines whether the benefits of its tax positions are at least more likely than not of being sustained based on the technical merits of the tax position. For tax positions that are more likely than not of being sustained, the Company accrues the largest amount of the tax benefit that is more likely than not of being sustained. Such accruals require management to make estimates and judgments with respect to the ultimate outcome of its tax benefits and actual results could vary materially from these estimates.

The Company is subject to federal and state income tax and foreign withholding tax audits from time to time that could result in proposed assessments. Management believes that the Company has appropriately accounted for income and withholding taxes for tax periods that are within the statutory period of limitations not previously audited and that are potentially open for examination by the taxing authorities. The Company cannot predict with certainty how any audits would be resolved and whether the Company will be required to make additional tax payments, which may include penalties and interest. The Company is subject to examination for the preceding eight years.

Foreign Currency Translation. The assets, liabilities and results of operations of certain consolidated subsidiaries are measured using their functional currency, which is the currency of the primary foreign economic environment in which they operate. Upon consolidating these subsidiaries with the Company, their assets and liabilities are translated to U.S. dollars at currency exchange rates as of the consolidated balance sheet dates and their revenues and expenses are translated at the weighted average currency exchange rates during the applicable reporting periods. Translation adjustments resulting from the process of translating these subsidiaries’ financial statements are reported in other comprehensive income in the accompanying consolidated statements of comprehensive income (loss).

Foreign Currency Transactions. Certain consolidated subsidiaries enter into transactions denominated in currencies other than their functional currency. Gains and losses resulting from changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in foreign currency losses, net in the accompanying consolidated statements of income (loss) in the period in which the currency exchange rates change.

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

Earnings (Loss) Per Share. Basic earnings/loss per share of the common stock, par value $0.01 per share, of SEACOR Marine (“Common Stock”) is computed based on the weighted average number of shares of Common Stock and warrants to purchase Common Stock at an exercise price of $0.01 per share (“Warrants”) issued and outstanding during the relevant periods. The Warrants are included in the basic earnings/loss per share of Common Stock because the shares issuable upon exercise of the Warrants are issuable for de minimis cash consideration and therefore not anti-dilutive. Diluted earnings/loss per share of Common Stock is computed based on the weighted average number of shares of Common Stock and Warrants issued and outstanding plus the effect of other potentially dilutive securities through the application of the treasury stock method and the if-converted method that assumes all shares of Common Stock have been issued and outstanding during the relevant periods pursuant to the conversion of the New Convertible Notes (as defined in “Note 5. Long-Term Debt”) unless anti-dilutive.

As of December 31, 2024, the Companyno longer has New Convertible Notes as a result of the completion of the 2024 SMFH Credit Facility agreement (as defined in “Note 5. Long-Term Debt”).

For the years ended December 31, 2023 and 2022, diluted loss per share of Common Stock excluded 2,978,274 shares of Common Stock issuable upon the conversion of the New Convertible Notes as the effect of their inclusion in the computation would be anti-dilutive. In addition, for the years ended December 31,2024, 2023 and 2022, diluted (loss) earnings per share of Common Stock excluded 1,392,226,1,642,084 and 1,682,193 shares of restricted stock, respectively, and 1,013,865,1,026,031 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. In 2024, 2023 and 2022, the Company issued 202,905,156,620 and 184,930 performance share awards, of which 326,597 were not considered outstanding as of December 31, 2024. These performance share awards are not considered outstanding until such time as they would be probable of being exercised, therefore they were not included in the computation of earnings (loss) per share.

Recently Adopted Accounting Standards. On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses on an interim and annual basis. The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within the fiscal years beginning after December 15, 2024. Theadoption of the standard didnot have a material effect on the Company’s consolidated financial position, results of operations and disclosures.

Recently Issued Accounting Standards. On December 14, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose information about their effective tax rate reconciliation and information on income taxes paid. The guidance is effective for fiscal years beginning after December 15, 2024. While early adoption is permitted, the Company has determined it will not early adopt the standard. The Company has not yet determined the impact that the adoption of the standard will have on the Company’s consolidated financial position, results of operations and disclosures.

On October 9, 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the United States Securities and Exchange Commission’s (“SEC”) Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification. The effective date is contingent on when the SEC removes the related disclosure from Regulation S-X or Regulation S-K, with early adoption prohibited. The Company does not believe the adoption of the standard will have a material effect on the Company’s consolidated financial position, results of operations and disclosures.

EQUIPMENT ACQUISITIONS AND DISPOSITIONS

Equipment Additions. The Company’s capital expenditures and payments on equipment were $7.3 million, $10.6 million, and $0.5 million in 2024, 2023 and 2022, respectively. Deliveries of offshore support vessels for the years ended December 31 were as follows:

Equipment Dispositions

During the year ended December 31, 2024, the Company soldone AHTS, previously classified as held for sale, two AHTS, not previously classified as held for sale, and other equipment for net cash proceeds of $24.9 million, after transaction costs, and a gain of $17.2 million.

During the year ended December 31, 2023, the Company soldone liftboat, classified as held for sale, three liftboats andone specialty vessel, previously removed from service, one FSV and other equipment, previously classified as held for sale, as well as other equipment not previously classified as such, for net cash proceeds of $44.7 million, after transaction costs, and a gain of $21.1 million.

During the year ended December 31, 2022, the Company soldone 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 forone FSV classified as held for sale and sold during 2022.

Major equipment dispositions for the years ended December 31 were as follows:

(1)

Excludesone specialty vessel that was previously removed from service, which was sold in 2023.

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

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

Combined Condensed Financial Information of Other Investees. Summarized financial information of the Company’s other investees, at equity, as of and for the years ended December 31 was as follows (in thousands):

As of December 31, 2024, cumulative undistributed net earnings of all 50% or less owned companies included in the Company’s consolidated retained earnings were $2.3 million.

MexMar, OVH and SEACOR Marlin. On September 29, 2022, SEACOR Marine and certain of its subsidiaries, on the one hand, and Operadora de Transportes Marítimos, S.A. de C.V. (“OTM”), CME Drillship Holdings DAC (“CME Ireland”), and Offshore Vessels Holding, S.A.P.I. de C.V. (“OVH”), on the other hand, entered into a Framework Agreement (the “Framework Agreement”). OTM and CME Ireland are affiliates of Proyectos Globales de Energía y Servicios CME, S.A. de C.V. (“CME”). Alfredo Miguel Bejos is the President and Chief Executive Officer of CME and also serves as a member of SEACOR Marine’s board of directors (“Board of Directors”).

Prior to the closing of the Framework Agreement Transactions (defined below), the Company owned 49% of each of MexMar and OVH through SEACOR Marine International LLC, a wholly owned subsidiary of the Company (“SEACOR Marine International”), and the remaining 51% ownership interests were held by OTM. The Company also owned a minority interest in SEACOR Marlin LLC (“SEACOR Marlin LLC”), the owner of the PSV SEACOR Marlin, and the remaining ownership interests of SEACOR Marlin LLC were held by MexMar.

The Framework Agreement provided for, among other things, (i) the sale by SEACOR Marine LLC, a wholly owned subsidiary of the Company (“SMLLC”), of all of the outstanding equity interests of SEACOR Marine International to OTM for a purchase price of $66.0 million in cash, (ii) the sale of the AHTS SEACOR Davis to CME Ireland in exchange for the remaining equity interests in SEACOR Marlin LLC, such that SEACOR Marlin LLC became a wholly owned subsidiary of the Company, (iii) the transfer of a hybrid battery power system from OVH to SEACOR Marine Capital as repayment in full of a certain vessel loan agreement provided by the Company to its former joint venture, and (iv) entry into a bareboat charter agreement between SEACOR Marlin LLC and MexMar (collectively, the “Framework Agreement Transactions”).

Each of the Framework Agreement Transactions was consummated on September 29, 2022. As a result of the Framework Agreement Transactions, 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, which owns the PSV SEACOR Marlin. Accordingly, the Company does not currently operate any joint-ventured vessels, which prior to the transactions were comprised solely of the 19 offshore support vessels owned by MexMar and OVH and the one PSV owned by SEACOR Marlin LLC. The vessel owned by SEACOR Marlin LLC became wholly owned in the transaction. The Company recognized a gain on the sale of MexMar, OVH and other assets of approximately $0.8 million, calculated as follows:

MexMar Management Fees. During the year ended December 31, 2022, there wereno returns of capital advances or distributions to shareholders and the Company charged $0.2 million of vessel management fees to MexMar.

SEACOR Marlin LLC. SEACOR Marlin LLC owns the PSV SEACOR Marlin. On September 13, 2018, the Company sold 51% of SEACOR Marlin LLC to MEXMAR Offshore (MI) LLC, a wholly owned subsidiary of MexMar, for $8.0 million in cash, which generated a gain of $0.4 million. As a result of the Framework Agreement Transactions, the Company owns all of the equity interests in SEACOR Marlin LLC. The results of operations of SEACOR Marlin LLC are included in net income (loss) in the “Combined Condensed Financial Information of Other Investees” for the portion of 2022 that the entity was a 50% or less owned company. During the year ended December 31, 2022, there was a distribution to the Company of $1.1 million.

SEACOR Marine Arabia LLC (“SEACOR Marine Arabia”) and other. The Company’s other 50% or less owned companies do not own or operate any vessels. During the years ended December 31, 2024, 2023 and 2022, the Company received dividends of $2.9 million, $2.2 million and $2.0 million from these 50% or less owned companies, respectively. During the years ended December 31, 2024, 2023 and 2022, no vessel management fees were received from these 50% or less owned companies.

LEASES

The Company assesses at contract inception whether a contract is, or contains, a lease, defined as a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date when the interest rate implicit in the lease is not readily determinable and includes the Company’s assessment and impact of any extensions, escalations or special terms. The Company applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. As of December 31, 2024, the Company leased-in certain facilities and other equipment. The leases typically contain purchase and renewal options or rights of first refusal with respect to the sale or lease of the equipment. As of December 31, 2024, the lease terms of certain facilities and other equipment range in duration fromsix to 264 months.

As of December 31, 2024, future minimum payments for leases for the years ended December 31 were as follows (in thousands):

For the years ended December 31, the components of lease expense were as follows (in thousands):

(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 year ended December 31, 2024, supplemental cashflow information related to leases were as follows (in thousands):

For the year ended December 31, 2024, other information related to leases were as follows:

The Company recognizedno impairment charges in the year ended December 31, 2024, $0.7 million for one such lease in the year ended December 31, 2023 and $0.7 million for one such lease in the year ended December 31, 2022.

LONG-TERM DEBT

The Company’s long-term debt obligations as of December 31 were as follows (in thousands):

(1)

Proceeds from the 2024 SMFH Credit Facility, dated November 27, 2024, were used to satisfy in full the Guaranteed Notes, the New Convertible Notes, the 2023 SMFH Credit Facility, the Sea-Cat Crewzer III Term Loan Facility, the SEACOR Delta Shipyard Financing, and the SEACOR Alpine Credit Facility. See details below.

The Company’s contractual long-term debt maturities for the years ended December 31 were as follows (in thousands):

As of December 31, 2024, the Company was in compliance with all debt covenants and lender requirements.

2024 SMFH Credit Facility. On November 27, 2024, SEACOR Marine, as parent guarantor, SEACOR Marine Foreign Holdings Inc. (“SMFH”), as borrower, and certain other wholly-owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a senior secured term loan of up to $391.0 million (the “2024 SMFH Credit Facility” and such agreement, the “2024 SMFH Credit Agreement”) with an affiliate of EnTrust Global, as lender, Kroll Agency Services Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee.

The 2024 SMFH Credit Facility is divided into two tranches, Tranche A in an amount of up to $350.0 million and Tranche B in an amount of up to $41.0 million.

The proceeds from Tranche A of the 2024 SMFH Credit Facility were used to:

(x) refinance $328.7 million of existing principal indebtedness comprised of:

(a) $90.0 million incurred under the Guaranteed Notes (as defined below),

(b) $35.0 million incurred the New Convertible Notes (as defined below),

(c) $109.8 million incurred under the 2023 SMFH Credit Facility (as defined below),

(d) $11.8 million incurred under the Sea-Cat Crewzer III Loan Facility (as defined below)

(e) $60.3 million incurred under the SEACOR Delta Shipyard Financing (as defined below), and

(f) $21.8 million incurred under the SEACOR Alpine Credit Facility (as defined below), and

(y) satisfy accrued and unpaid interest and fees, and for general corporate purposes.

The funds available under Tranche A of the 2024 SMFH Credit Facility were fully drawn by December 17, 2024.

The proceeds from Tranche B of the 2024 SMFH Credit Facility may be used to make a portion of the payments to Fujian Mawei Shipbuilding, Ltd. with respect to the shipbuilding contracts for the construction of two PSVs for a contract price of $41.0 million per vessel. The PSVs are each 4,650 tons deadweight with a 1,000 square meter deck area and equipped with medium speed diesel engines and an integrated battery energy storage system for higher fuel efficiency and lower running costs. The PSVs are expected to be delivered in the fourth quarter of 2026 and the first quarter of 2027, respectively. Up to $20.5 million of the commitments available under Tranche B of the 2024 SMFH Credit Facility may be used for payments under each PSV’s respective shipbuilding contract, for a total of $41.0 million of commitments available to put towards the cost of both PSVs. The commitments under Tranche B of the 2024 SMFH Credit Facility are available to be drawn until the earlier of delivery of each PSV and March 31, 2027.

The 2024 SMFH Credit Facility matures on the fifth anniversary of the date of initial funding (the “Maturity Date”), with quarterly amortization payments of (i) $5.0 million on March 31, 2025 and $7.5 million on each quarter thereafter with respect to Tranche A of the 2024 SMFH Credit Facility and (ii) beginning March 31, 2027,2.13% of the principal amount outstanding under Tranche B of the 2024 SMFH Credit Facility, in each case with the remaining outstanding principal amount due on the Maturity Date. Principal amounts drawn under the 2024 SMFH Credit Facility bear interest at a fixed rate of 10.30% per annum. In addition, undrawn amounts committed under the 2024 SMFH Credit Facility bear a commitment fee of 3.00% per annum until such commitments are drawn or cancelled.

The loan may be prepaid at any time in amounts of $1.0 million or greater, subject to: (a) prior to the 12-month anniversary of funding, a premium equal to the remaining unpaid interest due over the first 15-months of the loan, and (b) after the 12-month anniversary of funding and prior to the 30-month anniversary of funding, a premium decreasing over time from 2.50% to 1.00%.

The 2024 SMFH Credit Facility contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate collateral vessel value to the sum of the outstanding principal amounts of the loans. The 2024 SMFH Credit Facility restricts the payment of dividends and distributions and the ability of SMFH to make certain investments, subject to important exceptions. In addition, the 2024 SMFH Credit Facility includes customary events of default.

In connection with the 2024 SMFH Credit Facility, SEACOR Marine issued a guaranty with respect to the obligations of SMFH under the 2024 SMFH Credit Agreement and related documents (the “2024 SMFH Credit Facility Guaranty”). The 2024 SMFH Credit Facility Guaranty includes, among other customary covenants, various financial covenants, including (A) minimum Cash and Cash Equivalents (as defined in the 2024 SMFH Credit Facility) of the higher of $20.0 million and 7.5% of Net Interest-Bearing Debt (as defined in the 2024 SMFH Credit Agreement), (B) minimum Equity Ratio (as defined in the 2024 SMFH Credit Agreement) of 30% prior to and including the period ending December 31, 2026, and 35% thereafter, (C) maximum Debt-to-Capitalization Ratio (as defined in the 2024 SMFH Credit Agreement) of 65%. The 2024 SMFH Credit Facility Guaranty also restricts the payment of dividends and distributions.

During the year ended December 31, 2024, the Company recognized a loss on debt extinguishment of $31.9 million calculated as follows (in thousands):

The Carlyle Notes. On October 5, 2022, SEACOR Marine and certain funds affiliated with The Carlyle Group Inc. (“Carlyle” and such funds, the “Carlyle Investors”) entered into two agreements pursuant to which SEACOR Marine issued the Carlyle Investors (i) $90.0 million in aggregate principal amount of SEACOR Marine’s 8.0% /9.5% Senior PIK Toggle Notes due 2026 (the “Guaranteed Notes”) and (ii) $35.0 million aggregate principal amount of SEACOR Marine’s 4.25% Convertible Senior Notes due 2026 (the “New Convertible Notes”) in exchange for all $175.0 million in aggregate principal amount of SEACOR Marine’s convertible senior notes due 2023 (the “Old Convertible Notes”) (and such exchange, the “Exchange Transactions”). During the year ended December 31, 2022, the Company recognized contractual interest expense of $4.0 million and amortization of debt discount and issuance costs of $4.0 million, for total interest expense of $8.0 million with respect to the Old Convertible Notes.

Guaranteed Notes. The Guaranteed Notes were issued pursuant to the Exchange Agreement (Guaranteed Notes) among SEACOR Marine, as issuer, Falcon Global Robert LLC, a wholly owned subsidiary of the Company (“FG Robert”), as the guarantor, and the Carlyle Investors (the “Guaranteed Notes Exchange Agreement”). Pursuant to the Guaranteed Notes Exchange Agreement, SEACOR Marine had the right to pay interest on the Guaranteed Notes (i) in cash at a rate of 8.0% per annum or (ii) partly in cash and partly in-kind by increasing the principal amount of the Guaranteed Notes or issuing additional Guaranteed Notes at a rate of 9.5% per annum (“Hybrid Interest”) with the cash portion of the Hybrid Interest bearing interest at a rate of 4.25% per annum and in the in-kind portion of the Hybrid Interest bearing interest at a rate of 5.25% per annum. The Guaranteed Notes were guaranteed on a senior unsecured basis by FG Robert, the owner of the LB Robert liftboat. The Guaranteed Notes would have matured on July 1, 2026 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the Guaranteed Notes.

New Convertible Notes. The New Convertible Notes were issued pursuant to the Exchange Agreement (Convertible Notes) among SEACOR Marine, as issuer, and the Carlyle Investors (the “Convertible Notes Exchange Agreement”). The New Convertible Notes bore interest at a rate of 4.25% per annum payable semi-annually in arrears. The New Convertible Notes were convertible into shares of Common Stock at the option of the holders at a conversion rate of 85.1064 shares per $1,000 in principal amount of New Convertible Notes (equivalent to a “Conversion Price” of $11.75) or into warrants to purchase an equal number of shares of Common Stock at an exercise price of $0.01 per share in order to facilitate SEACOR Marine’s compliance with the provisions of the Jones Act. In addition, SEACOR Marine had the right to cause the mandatory conversion of the New Convertible Notes into Common Stock if the daily volume-weighted average price (“VWAP”) of the Common Stock equals or exceeds (A) in the case of New Convertible Notes held by affiliates of Carlyle,150% of the Conversion Price and (B) in the case of New Convertible Notes held by any Person other than affiliates of Carlyle,115% of the Conversion Price, in each case for each of the 20 consecutive trading days. Proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the New Convertible Notes.

The conversion option of the New Convertible Notes qualified as an exception from the derivative accounting treatment under Accounting Standards Codification 815. Accordingly, the conversion option was not bifurcated and the debt was recorded at fair value. The adjusted unamortized debt discount and issuance costs are being amortized as additional non-cash interest expense over the remaining term of the New Convertible Notes for an overall effective interest rate of 9.46%.

During the year ended December 31, 2024, the Company recognized contractual interest expense of $2.9 million and amortization of debt discount and issuance costs of $1.5 million, for total interest expense of $4.4 million. As of December 31, 2023, the unamortized discount and issuance costs were $3.7 million and $0.4 million, respectively, for a total net carrying amount of $30.9 million. In addition, during the year ended December 31, 2023, the Company recognized contractual interest expense of $2.9 million and amortization of debt discount and issuance costs of $1.4 million, for total interest expense of $4.3 million. As of December 31, 2022, the unamortized discount and issuance costs were $4.9 million and $0.6 million, respectively, for a total net carrying amount of $29.5 million. In addition, during the year ended December 31, 2022, the Company recognized contractual interest expense of $0.7 million and amortization of debt discount and issuance costs of $0.3 million, for total interest expense of $1.0 million. The New Convertible Notes would have matured on July 1, 2026 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the New Convertible Notes.

2023 SMFH Credit Facility. On September 8, 2023, SEACOR Marine, as parent guarantor, SMFH, as borrower, and certain other wholly owned subsidiaries of SEACOR Marine, as subsidiary guarantors, entered into a credit agreement providing for a $122.0 million senior secured term loan (the “2023 SMFH Credit Facility”) with certain affiliates of EnTrust Global, as lenders, Kroll Agency Services, Limited, as facility agent, and Kroll Trustee Services Limited, as security trustee for the purposes of creating a more rational and efficient capital structure for the Company by consolidating a number of different credit facilities with different lending groups into a single facility.

The proceeds of the 2023 SMFH Credit Facility were used to:

(x) refinance $104.8 million of existing principal indebtedness under five separate credit facilities,

(y) acquire 100% ownership of the Amy Clemons McCall, a 2014 built FSV, previously operated under lease and

pledged as collateral under the 2023 SMFH Credit Facility, and

(z) satisfy accrued and unpaid interest, fees, and general corporate purposes.

The 2023 SMFH Credit Facility had quarterly amortization of 2.5% of the initial loan advanced thereunder, with the remaining outstanding principal amount due on the maturity date, and bore interest at a fixed rate of 11.75% per annum. The 2023 SMFH Credit Facility would have matured on September 14, 2028 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the 2023 SMFH Credit Facility.

During the year ended December 31, 2023, the Company expensed $1.8 million of payments for early terminations fees and $0.2 million of unamortized debt issuance costs related to the debt extinguishment.

Sea-Cat Crewzer III Term Loan Facility. On April 21, 2016, Sea-Cat Crewzer III LLC, a wholly owned subsidiary of the Company (“Sea-Cat Crewzer III”) entered into a €27.6 million term loan facility (payable in U.S. dollars) secured by the vessels owned by Sea-Cat Crewzer III and fully guaranteed by SEACOR Marine (as amended, the “Sea-Cat Crewzer III Loan Facility”). Borrowings under the facility bore interest at a commercial interest reference rate of 2.76% per annum. Proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the Sea-Cat Crewzer III Term Loan Facility.

SEACOR Delta Shipyard Financing. Eight PSVs built by COSCO Shipping Heavy Industry (Guangdong) Co., Ltd. (the “COSCO (Guangdong) Shipyard” and such PSVs, the “SEACOR Delta PSVs”) were acquired by vessel owning subsidiaries (“SEACOR Delta SPVs”) of SEACOR Offshore Delta LLC, a wholly owned subsidiary of the Company and formerly known as SEACOSCO Offshore LLC, pursuant to deferred purchase agreements with COSCO (Guangdong) Shipyard (the “SEACOR Delta Shipyard

Financing”). The SEACOR Delta Shipyard Financing provided for amortization of the purchase price for each SEACOR Delta PSV over a period of 10 years from delivery bearing a floating annual interest rate ofthree-month LIBOR, later amended to Term SOFR, plus 4.0%. SEACOR Offshore Delta LLC has taken delivery of alleight SEACOR Delta PSVs, seven with a 2018 or 2019 year of build, and one with a 2020 year of build. The payment obligations of the SEACOR Delta SPVs under the SEACOR Delta Shipyard Financing for each vessel were secured by a first lien mortgage on the vessel and a pledge of the SEACOR Delta SPV’s equity, and SEACOR Marine provided a limited deficiency guarantee solely with respect to the shortfall in vessel collateral value, if any, in the event the COSCO (Guangdong) Shipyard exercises its remedies under the mortgages. Proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the SEACOR Delta Shipyard Financing.

SEACOR Alpine Credit Facility. On June 16, 2023, SEACOR Alps LLC (“SEACOR Alps”), SEACOR Andes LLC (“SEACOR Andes”), and SEACOR Atlas LLC (“SEACOR Atlas” and, together with SEACOR Alps and SEACOR Andes, the “SEACOR Alpine Borrowers”), each a wholly owned subsidiary of the Company, as borrowers, entered into a $28.0 million senior secured term loan facility, by and among the SEACOR Alpine Borrowers, SEACOR Marine, as a guarantor, SEACOR Marine Alpine LLC, a wholly owned subsidiary of the Company, and Mountain Supply LLC, an affiliate of Hudson Structured Capital Management, as lender, facility agent and security trustee (the “SEACOR Alpine Credit Facility”). The proceeds of the SEACOR Alpine Credit Facility were used to satisfy in full amounts outstanding under certain shipyard financing provided by COSCO Shipping Heavy Industry (Zhoushan) Co.

The principal amount of each of the three tranches of the SEACOR Alpine Credit Facility had 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 and bore interest at a fixed rate of 10.25% per annum. The SEACOR Alpine Credit Facility would have matured on June 27, 2028 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the SEACOR Alpine Credit Facility.

Letters of Credit. As of December 31, 2024, the Company had outstanding letters of credit totaling $0.4 million securing lease obligations, labor and performance guarantees.

INCOME TAXES

Loss before income tax (benefit) expense and equity in earnings of 50% or less owned companies derived from U.S. and foreign companies for the years ended December 31 were as follows (in thousands):

The components of income tax (benefit) expense for the years ended December 31 were as follows (in thousands):

In October 2024, the Company received a tax assessment from the General Tax Authority in Qatar for $0.6 million relating to tax returns for the years 2018 through 2023 for which the Company is filing an appeal.

The following table reconciles the difference between the statutory federal income tax rate for the Company and the effective income tax rate for the years ended December 31:

For the year ending December 31, 2024, the Company’s effective income tax rate of (3.1)% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes and foreign losses for which there is no benefit in the U.S. for income tax purposes.

For the year ending December 31, 2023, the Company’s effective income tax rate of 216.2% was primarily due to foreign withholding taxes.

For the year ending December 31, 2022, the Company’s effective income tax rate of 12.3% was primarily due to foreign taxes paid that are not creditable against U.S. income taxes, foreign losses for which there is no benefit in the U.S. for income tax purposes and the sale of investments in 50% or less owned companies.

The components of net deferred income tax liabilities as of December 31 were as follows (in thousands):

The Section 163(j) interest deduction limitations were amended to limit the ability of the Company to deduct net interest expense to 30% of adjusted taxable income. For the year ended December 31, 2024, $1.2 million of interest expense was suspended and will carry forward. For the year ended December 31, 2023, $1.8 million of previously suspended interest was deductible.

Net operating losses generated in 2017 and prior may be carried forward 20 years (expiring in 2037). Future utilization of net operating losses (“NOL”) arising in tax years after December 31, 2017 are limited to 80% of taxable income and are allowed to be carried forward indefinitely. As of December 31, 2024, the Company has $78.6 million of net operating losses generated after 2017. As of December 31, 2023, the Company had utilized all of its remaining net operating losses generated prior to December 31, 2017.

As of December 31, 2024 and 2023, the Company's valuation allowance of $4.9 million consists of $4.3 million of foreign tax credit carryforwards which the Company expects to expire unutilized and $0.6 million of Louisiana state net operating loss carryforwards.

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 as of December 31 were as follows (in thousands):

Economic Hedges. The Company may enter and settle forward currency exchange, option and future contracts with respect to various foreign currencies. These contracts enable the Company to buy currencies in the future at fixed exchange rates, which could offset possible consequences of changes in currency exchange rates with respect to the Company’s business conducted outside of the U.S. The Company generally does not enter into contracts with forward settlement dates beyond 12 to 18 months. During the fourth quarter of 2023, the Company entered into a forward exchange contract related to the purchase of hybrid battery power systems, the purchase price for which is denominated in Norwegian Kroner. During the years ended December 31, 2024 and December 31, 2023, the Company recognized losses of $0.9 million and gains of $0.6 million, respectively, on these contracts which were recognized in earnings.

Cash Flow Hedges. The Company may from time to time enter into interest rate swap agreements designated as cash flow hedges. By entering into interest rate swap agreements, the Company can convert the variable interest component (if any) of outstanding borrowings to a fixed interest rate. As of December 31, 2024, there were no interest rate swaps held by the Company. The Company recognized losses on derivative instruments designated as cash flow hedges of $0.5 million for the year ended December 31, 2023 and gains of $2.3 million for the year ended December 31, 2022 as a component of other comprehensive income (loss).

Derivative Instruments. The Company utilizes derivative instruments to manage the volatility of cash flows due to fluctuating interest rates. All derivative instruments not qualifying for the normal purchase and normal sale exception are recorded on the balance sheets at fair value. The treatment of the periodic changes in fair value will depend on whether the derivative is designated and effective as a hedge for accounting purposes.

If a derivative qualifies for hedge accounting and is designated as a cash flow hedge, the effective portion of the change in fair value of the derivative is deferred in Accumulated Other Comprehensive Income (“AOCI”), a component of owners’ equity, and reclassified to earnings when the forecasted transaction occurs. Cash flows from a derivative instrument designated as a hedge are classified in the same category as the cash flows from the item being hedged. As such, we include the cash flows from interest rate derivative instruments in interest expense.

If a derivative does not qualify as a hedge or is not designated as a hedge, the gain or loss resulting from the change in fair value on the derivative is recognized currently in earnings as a component of other income (expense).

We formally document all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking the hedge. This documentation includes the specific identification of the hedging instrument and the hedged item, the nature of the risk being hedged and the manner in which the hedging instrument’s effectiveness will be assessed. At the inception of the hedge, and on an ongoing basis, we assess whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.

The relationship between the hedging instrument and the hedged item must be highly effective in achieving the offset of changes in cash flows attributable to the hedged risk both at the inception of the contract and on an ongoing basis. We measure hedge ineffectiveness on a quarterly basis and reclassify any ineffective portion of the gain or loss related to the change in fair value to earnings in the current period.

We will discontinue hedge accounting on a prospective basis when a hedge instrument is terminated or ceases to be highly effective. Gains and losses deferred in AOCI related to cash flow hedges for which hedge accounting has been discontinued remain deferred until the forecasted transaction occurs. If it is no longer probable that a hedged forecasted transaction will occur, deferred gains or losses on the hedging instrument are reclassified to earnings immediately.

For balance sheet classification purposes, we analyze the fair values of the derivative instruments on a contract-by-contract basis and report the related fair values and any related collateral by counterparty on a gross basis. Realized and unrealized gains and losses on derivatives designated as cash flow hedges that are entered into by the Company’s 50% or less owned companies are also reported as a component of the Company’s other comprehensive loss in proportion to the Company’s ownership percentage, with reclassifications and ineffective portions being included in equity in earnings (losses) of 50% or less owned companies, net of tax, in the accompanying consolidated statements of income (loss).

The fair value of our derivative instruments, depending on the type of instrument, is determined by the use of present value methods or standard option valuation models with assumptions about commodity prices based on those observed in underlying markets. The estimated fair value is net of an adjustment for credit risk based on the default probabilities by year as indicated by market quotes for the counterparties’ credit default swap rates.

The following tables reflect amounts recorded in Other Comprehensive Income (Loss) (“OCI”) and amounts reclassified from OCI to revenue and expense for the periods indicated:

Our consolidated earnings are also affected by the use of the mark-to-market method of accounting for derivative instruments that do not qualify for hedge accounting or that have not been designated as hedges. The changes in fair value of these instruments are recorded on the balance sheet and through earnings rather than being deferred until the anticipated transaction settles. The use of mark-to-market accounting for financial instruments can cause non-cash earnings volatility due to changes in the underlying commodity price indices.

Other Derivative Instruments. The Company had no derivative instruments not designated as hedging instruments for the year ended December 31, 2022 and recognized (losses) gains on derivative instruments not designated as hedging instruments for the years ended December 31, 2024 and 2023 as follows (in thousands):

The forward currency exchange contract relates to the purchase of hybrid battery power systems.

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 December 31 that are measured at fair value on a recurring basis were as follows (in thousands):

The fair value of the Company’s derivative instruments was estimated by utilizing a spot rate as of the measurement date provided by an independent third party.

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

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

Property and equipment. During the year ended December 31, 2024, the Company recognized impairment charges of $3.7 million for other equipment designated for a construction project that was indefinitely deferred and will no longer be completed. During the year ended December 31, 2023, the Company recognized impairment charges of $0.7 million for one leased-in AHTS to adjust for indicative cash flows and the cost to return the vessel to its owner. The impairment charges for the assets held for sale are included in gains (losses) on asset dispositions and impairments in the accompanying consolidated statements of income (loss).

Investments, at equity, in 50% or less owned companies. During the year ended December 31, 2024, the Company did not make any adjustments to any of its investments in 50% or less owned companies.

WARRANTS

In connection with various transactions, the Company issued an aggregate of 2,560,456 warrants to purchase shares of Common Stock at an exercise price of $0.01 per share (“Warrants”). As of December 31, 2024,1,280,195 Warrants remain outstanding, which are comprised entirely of warrants issued to and held by the Carlyle Investors.

On November 13, 2024,24,138 Warrants were exercised for a penny per share. In connection with the exercise of Warrants on November 13, 2024,39 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

On November 9, 2023,17,635 Warrants were exercised for a penny per share. In connection with the exercise of Warrants on November 9, 2023,16 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

On January 17, 2023,117,515 Warrants were exercised. In connection with the exercise of Warrants on January 17, 2023,121 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

STOCKHOLDERS' EQUITY

On November 13, 2024,24,138 Warrants were exercised, resulting in 1,280,195 Warrants outstanding as of December 31, 2024, which are comprised entirely of warrants issued to the Carlyle Investors. In connection with the exercise of Warrants on November 13, 2024,39 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

On January 17, 2023,117,515 Warrants were exercised for a penny per share. In connection with the exercise of Warrants on January 17, 2023,121 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

On November 9, 2023,17,635 Warrants were exercised for a penny per share, which are comprised entirely of warrants issued to the Carlyle Investors. In connection with the exercise of Warrants on November 9, 2023,16 shares of Common Stock were withheld as payment for the exercise price of the exercised Warrants.

On November 1, 2023, SEACOR Marine entered into an at-the-market sales agreement (the “Prior Sales Agreement”) with B. Riley Securities, Inc. (the “Sales Agent”), relating to the issuance and sale from time to time by SEACOR Marine (the “Prior ATM Program”), as principal or through the Sales Agent, of shares of Common Stock having an aggregate gross sales price of up to $25.0 million (the “ATM Shares”). On February 7, 2025, SEACOR Marine entered into an at-the-market sales agreement (the “Sales Agreement”) with the Sales Agent, relating to the issuance and sale from time to time by SEACOR Marine, as principal or through the Sales Agent of the ATM Shares. The Prior Sales Agreement was terminated, effective upon the execution of the Sales Agreement. The sale of the ATM Shares if any, under the Sales Agreement may be made in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange (the “NYSE”), the existing trading market for the Common Stock, or any other market venue where the Common Stock may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The Sales Agent may also sell the ATM Shares by any other method permitted by law.

During the fourth quarter of 2023, the Company issued and sold 7,674 shares of Common Stock pursuant to the Prior ATM Program at an average price of $13.1891 per share, with net proceeds to the Company of $23,590, net of costs directly attributable to such issuance and sale of $77,623. No other shares of Common Stock were sold in 2023 or 2024 under the Prior ATM Program.

NONCONTROLLING INTERESTS IN SUBSIDIARIES

Noncontrolling interests in the Company’s consolidated subsidiaries as of December 31 were as follows (in thousands):

SAVINGS AND MULTI-EMPLOYER PENSION PLANS

SEACOR Marine Savings Plan. Effective January 1, 2022, the Company increased its matching contributions to the “SEACOR Marine 401(k) Plan,” a Company sponsored defined contribution plan (the “Savings Plan”) from 2% to 3% of an employee’s wages, and effective July 1, 2022 the Company increased such contribution to 4%. The Savings Plan costs for the years ended December 31, 2024, 2023 and 2022 were $1.1 million, $1.1 million and $0.8 million, respectively.

MNOPF and MNRPF. Certain of the Company’s subsidiaries are participating employers in two industry-wide, multi-employer, defined benefit pension funds in the United Kingdom (“U.K.”): 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 December 31, 2024, all invoices received related to MNOPF and MNRPF have been settled in full.

On July 5, 2024, the Company was informed by the MNRPF $0.4 million (£0.3 million) of the cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, for which the Company paid in full in October 2024.

Other Plans. Certain employees participate in other defined contribution plans in various international regions. During the years ended December 31, 2024, 2023 and 2022, the Company incurred costs, primarily from employer matching contributions of $0.3 million, $0.7 million and $0.3 million, respectively.

STOCK BASED COMPENSATION

Equity Incentive Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Equity Incentive Plan (the “2017 Plan”) and at the annual meeting of shareholders held on June 9, 2020, the Company’s shareholders approved the SEACOR Marine Holdings Inc. 2020 Equity Incentive Plan (the “2020 Plan”). At the annual meeting of shareholders held on June 7, 2022 (the “Approval Date”), the Company’s shareholders approved the SEACOR Marine Holdings Inc. 2022 Equity Incentive Plan (the “2022 Plan”), which authorized the issuance of 2,450,000 shares of Common Stock under the 2022 Plan plus 6,005 shares of Common Stock remaining available for issuance under the 2020 Plan as of the Approval Date that will be available for issuance under the 2022 Plan. The types of awards under the 2022 Plan may include stock options, stock appreciation rights, restricted stock and restricted stock units, performance awards and other stock-based awards. As of December 31, 2024,1,005,288 shares of Common Stock remained available for issuance under the 2022 Plan.

Restricted stock typically vests fromone tothree years after the date of grant, and stock options to purchase shares of Common Stock typically vest and become exercisable fromone tothree years after date of grant and expire no later than the tenth anniversary of the date of grant for both employees and directors. Performance restricted stock units (“PRSUs”) typically vest on a cliff-basis after three years, subject to certain stock price performance goals. Pursuant to the applicable award agreements, restricted stock and stock options vest subject to the participant’s continued employment with the Company on the applicable vesting date, subject to accelerated vested upon the executive’s death or qualified retirement or, with respect to restricted stock, upon termination by the Company without “cause” (including for disability). Upon any such termination, PRSUs that have been earned with respect to the stock price performance goal(s) will be settled on the third anniversary of the grant date, without regard to the participants employment with the Company as of such date. For options granted, the fair value is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions: (a) no dividend yield; (b) weighted average expected volatility; (c) weighted average discount rate; and (d) expected life. The fair value of restricted stock, earned PRSUs and stock options issued to employees and directors, as applicable, is recognized as compensation expense over the period of service that generally coincides with the vesting period of the award. For all award types, forfeitures are recognized as incurred.

Distribution of SEACOR Marine Restricted Stock by SEACOR Holdings. Certain officers and employees of the Company previously received compensation through participation in SEACOR Holdings share award plans. Pursuant to the Employee Matters Agreement with SEACOR Holdings, participating Company personnel vested in all outstanding SEACOR Holdings share awards upon the spin-off in 2017 and received SEACOR Marine restricted stock from the spin-off distribution in connection with outstanding SEACOR Holdings restricted stock held. The Company paid SEACOR Holdings $2.7 million upon completion of the spin-off for the distribution of 120,693 shares of SEACOR Marine restricted stock, which was fully amortized as of December 31, 2022.

Employee Stock Purchase Plan. During 2017, the Company adopted the SEACOR Marine Holdings Inc. 2017 Employee Stock Purchase Plan (the “Marine ESPP”). The Marine ESPP, if implemented by the Board of Directors, will permit the Company to offer shares of its Common Stock for purchase by eligible employees at a price equal to 85% of the lesser of (i) the fair market value of a share of its Common Stock on the first day of the offering period or (ii) the fair market value of a share of its Common Stock on the last day of the offering period. There are 300,000 shares of the Company’s Common Stock reserved for issuance under the Marine ESPP during theten years following its adoption.

Share Award Transactions. Transactions in connection with the Company’s Equity Incentive Plans during the years ended December 31 were as follows:

(1)

Includes 342,385,268,413 and 31,491 grants of performance-based restricted stock units as of December 31, 2023, 2022 and 2021, respectively, that satisfied the performance obligation and are therefore likely to vest. Excludes 156,620,216,172 and 354,964 grants of performance-based restricted stock units as of December 31, 2023, 2022 and 2021, respectively, that are not considered outstanding until such time that they become probable to vest.

(2)

Includes 157,455,73,972 and 236,922 vested grants of performance-based restricted stock units as of December 31, 2024, 2023 and 2022, respectively.

(3)

Includes 215,853,342,385 and 268,413 grants of performance-based restricted stock units as of December 31, 2024, 2023 and 2022, respectively, that satisfied the performance obligation and are therefore likely to vest. Excludes 326,597,156,620 and 216,172 grants of performance-based restricted stock units as of December 31, 2024, 2023 and 2022, respectively, that are not considered outstanding until such time that they become probable to vest.

(4)

The intrinsic value of the options exercised was less than $0.1 million.

During the year ended December 31, 2024, the Company recognized $6.8 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the 2017 Plan, the 2020 Plan and the 2022 Plan with a recognized tax benefit of $11.2 million. As of December 31, 2024, the Company had approximately $7.8 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 0.73 years for restricted stock and there are no unvested stock options.

During the year ended December 31, 2023, the Company recognized $6.3 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the 2017 Plan, the 2020 Plan and the 2022 Plan with a recognized tax benefit of $7.0 million. As of December 31, 2023, the Company had approximately $6.6 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 0.77 years for restricted stock and there are no unvested stock options.

During the year ended December 31, 2022, the Company recognized $5.0 million of compensation expense related to stock awards, restricted stock and stock options granted to employees and directors under the 2017 Plan, the 2020 Plan and the 2022 Plan with a recognized tax benefit of $3.0 million. As of December 31, 2022, the Company had approximately $6.3 million in total unrecognized compensation costs. The weighted average period over which the compensation cost of non-vested awards will be recognized is approximately 1.02 and 0.17 years for restricted stock and stock options, respectively.

The weighted average fair value of restricted stock granted under the 2017 Plan, the 2020 Plan and the 2022 Plan were $12.03, $9.67 and $5.92 for the year ended December 31, 2024, 2023 and 2022, respectively. The fair value was based on the closing price of the Company’s stock on the day of the grant. The Company didnot grant any options in the years ended December 31, 2024, 2023 and 2022. There were 12,166,834 and 34,492 stock options exercised in December 31, 2024, 2023 and 2022, respectively.

During the year ended December 31, 2024, the number of shares and the weighted average grant price of restricted stock transactions were as follows:

During the year ended December 31, 2024, the number of shares and the weighted average exercise price on stock option transactions were as follows:

(1)

The weighted average remaining contractual term is 3.8 years and the intrinsic value of the options exercised was $0.4 million.

(2)

The weighted average remaining contractual term is 3.8 years and the intrinsic value of the options exercisable was $0.4 million.

RELATED PARTY TRANSACTIONS

Related Party Transactions Policy. The Company has established a written policy for the review and approval or ratification of transactions with related parties (the “Related Party Transactions Policy”) to assist it in reviewing transactions, arrangements or relationships that exceed the threshold for disclosure established under Item 404(a) of Regulation S-K promulgated by the SEC, in which the Company or any of its subsidiaries is a participant, and any Related Party (as defined in the Related Party Transaction Policy) has or will have a direct or indirect interest (“Related Party Transactions”). The Related Party Transactions Policy supplements the Company’s other conflict of interest policies set forth in the Company’s Corporate Governance Guidelines, its Code of Business Conduct and Ethics and its other internal procedures.

Transactions with Carlyle

On December 16, 2024, proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the Guaranteed Notes and New Convertible Notes described below. As a result of such repayment, the Carlyle Investors’ director nomination and board observation rights have terminated.

Old Convertible Notes. On October 5, 2022, SEACOR Marine and the Carlyle Investors entered into two agreements pursuant to which SEACOR Marine issued the Carlyle Investors (i) $90.0 million in aggregate principal amount of the Guaranteed Notes and (ii) $35.0 million aggregate principal amount of the New Convertible Notes in exchange for all $125.0 million in aggregate principal amount of SEACOR Marine’s Old Convertible Notes outstanding.

Guaranteed Notes. The Guaranteed Notes were issued pursuant to the Exchange Agreement (Guaranteed Notes) among SEACOR Marine, as issuer, FG Robert, as the guarantor, and the Carlyle Investors. Pursuant to the Guaranteed Notes Exchange Agreement, SEACOR Marine had the right to pay (i) in cash at a rate of 8.0% per annum or (ii) partly in cash and partly in-kind by increasing the principal amount of the Guaranteed Notes or issuing additional Guaranteed Notes at a rate of 9.5% per annum (“Hybrid Interest”) with the cash portion of the Hybrid Interest bearing interest at a rate of 4.25% per annum and in the in-kind portion of the Hybrid Interest bearing interest at a rate of 5.25% per annum. The Guaranteed Notes were guaranteed on a senior unsecured basis by FG Robert, the owner of the LB Robert liftboat.

SEACOR Marine could redeem some or all of the Guaranteed Notes at any time in minimum denominations of $10.0 million, upon not less than 30 nor more than 60 calendar days’ notice, at a price equal to (a)101% of the principal amount of the Guaranteed Notes redeemed, if redeemed prior to October 1, 2024 and (b)100% of the principal amount of the Guaranteed Notes redeemed, if redeemed on or after October 1, 2024, in each case plus accrued and unpaid interest, if any, to, but not including, the redemption date, provided, SEACOR Marine could not redeem the Guaranteed Notes if the principal amount of Guaranteed Notes and New Convertible Notes outstanding will be equal to or less than $50.0 million in the aggregate, unless SEACOR Marine redeems all of the Guaranteed Notes in whole.

The Guaranteed Notes Exchange Agreement contained certain customary covenants that among others, limited the ability of (i) SEACOR Marine and FG Robert to incur indebtedness, (ii) FG Robert to create or incur liens, (iii) SEACOR Marine to create liens on the ownership interest of FG Robert, (iv) FG Robert to sell assets, and (v) SEACOR Marine to sell the ownership interest of FG Robert, as well as customary representations and warranties made by SEACOR Marine, FG Robert and the Carlyle Investors and customary events of default. The Guaranteed Notes would have matured on July 1, 2026 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the Guaranteed Notes.

New Convertible Notes. The New Convertible Notes were issued pursuant to the Exchange Agreement (Convertible Notes) among SEACOR Marine, as issuer, and the Carlyle Investors. The New Convertible Notes bore interest at a rate of 4.25% per annum payable semi-annually in arrears. The New Convertible Notes were convertible into shares of Common Stock at the option of the holders at a conversion rate of 85.1064 shares per $1,000 in principal amount of New Convertible Notes (equivalent to a “Conversion Price” of $11.75) or into warrants to purchase an equal number of shares of Common Stock at an exercise price of $0.01 per share in order to facilitate SEACOR Marine’s compliance with the provisions of the Jones Act. In addition, SEACOR Marine had the right to cause the mandatory conversion of the New Convertible Notes into Common Stock if the daily VWAP of the Common Stock equals or exceeds (A) in the case of New Convertible Notes held by affiliates of Carlyle,150% of the Conversion Price and (B) in the case of New Convertible Notes held by any Person other than Carlyle,115% of the Conversion Price, in each case for each of the 20 consecutive trading days.

If SEACOR Marine underwent a Company Fundamental Change (as defined in the Convertible Notes Exchange Agreement), the holders of the New Convertible Notes could require SEACOR Marine to purchase for cash all or part of the New Convertible Notes at a price equal to 100% of the principal amount the New Convertible Notes to be purchased, plus accrued and unpaid interest to the date of purchase. The New Convertible Notes could be redeemed, in whole but not in part and only if certain conditions are met, as more fully described in the Convertible Notes Exchange Agreement, at a price equal to 100% of the principal amount of the New Convertible Notes to be redeemed, plus accrued and unpaid interest to the date of redemption. The New Convertible Notes would have matured on July 1, 2026 but proceeds from the 2024 SMFH Credit Facility were used to satisfy in full the New Convertible Notes.

Under the Convertible Notes Exchange Agreement, the Carlyle Investors had the ability to nominate one director to the Board of Directors if the Carlyle Investors, solely as a result of their ownership of shares of Common Stock owned by the Investors as of October 5, 2022 and ownership of the New Convertible Notes and warrants (including the shares of common stock of the Company issuable upon conversion or exercise thereof), beneficially own collectively 10% or more of the outstanding shares of common stock of the Company. The Carlyle Investors did not exercise this right. Ms. Anna Mire had been designated by the Carlyle Investors to observe meetings of the Board of Directors pursuant to the Carlyle Investors’ observer rights under the Convertible Notes Exchange Agreement and the Guaranteed Notes Exchange Agreement. As noted above, the Carlyle Investors’ director nomination and board observation rights terminated on December 16, 2024 in connection with the payoff of the New Convertible Notes and Guaranteed Notes.

The Convertible Notes Exchange Agreement contained customary representations and warranties made by SEACOR Marine and the Carlyle Investors and contained customary events of default and covenants. The Convertible Notes Exchange Agreement and the transactions contemplated thereby were subject to the oversight of, and received advance approval from, the Audit Committee.

During 2024 and 2023, the Carlyle Investors exercised 24,138 and 135,150 warrants, respectively. During 2022, the Carlyle Investors didnot exercise any warrants. As of December 31, 2024, the Carlyle Investors had 1,280,195 outstanding warrants.

Transactions with CME

Mr. Alfredo Miguel Bejos, a member of the Board of Directors, currently serves as President and Chief Executive Officer of CME. In accordance with the Related Transaction Policy, the Audit Committee has adopted guidelines for addressing ongoing CME-related transactions.

Prior to the consummation of the Framework Agreement Transactions described below, the Company participated in a variety of joint ventures with CME, including MexMar, SEACOR Marlin LLC and OVH. The joint venture agreements for each of these joint ventures were negotiated at arms-length in the ordinary course of business. MexMar was a joint venture company that was 49% owned by a wholly owned subsidiary of the Company and 51% owned by subsidiaries of CME. SEACOR Marlin LLC was a joint venture company that was 49% owned by a wholly owned subsidiary of the Company and 51%owned by a wholly owned subsidiary of MexMar.

OVHwas a joint venture company that was 49% owned by a wholly owned subsidiary of the Company and 51% owned by a subsidiary of CME.

On September 29, 2022, SEACOR Marine and certain of its subsidiaries, on the one hand, and OTM, CME Ireland, and OVH, on the other hand, entered into the Framework Agreement. OTM and CME Ireland are affiliates of CME. Prior to the closing of the Framework Agreement Transactions, the Company owned 49% of each of MexMar and OVH through SEACOR Marine International, a wholly owned subsidiary of the Company, and the remaining 51% ownership interests were held by OTM. The Company also owned a minority interest in SEACOR Marlin LLC, the owner of the PSV SEACOR Marlin, and the remaining ownership interests of SEACOR Marlin LLC were held by MexMar. The Framework Agreement provided for, among other things, (i) the sale by the Company of all of the outstanding equity interests of SEACOR Marine International to OTM for a purchase price of $66.0 million, (ii) the sale by the Company of the AHTS SEACOR Davis to CME Ireland in exchange for the remaining equity interests in SEACOR Marlin LLC, such that SEACOR Marlin LLC would become a wholly owned subsidiary of the Company, (iii) the transfer of a hybrid battery power system from OVH to the Company as repayment in full of a certain vessel loan agreement by the Company to its former joint venture, and (iv) entry into a bareboat charter agreement between SEACOR Marlin LLC and MexMar. Each of the Framework Agreement Transactions was consummated on September 29, 2022. As a result of the Framework Agreement Transactions, the Company no longer owns any equity interest in either of MexMar or OVH, and the Company owns all of the equity interests in SEACOR Marlin LLC, which owns the PSV SEACOR Marlin.

In connection with the closing of the Framework Agreement Transactions, on September 29, 2022, SEACOR Marine Capital, a wholly owned subsidiary of SEACOR Marine, purchased all of the outstanding loans under the Second Amended and Restated Term Loan Credit Facility Agreement, made as of July 8, 2022, by and among MexMar, as the borrower, DNB Capital LLC and The Governor and Company of the Bank of Ireland, each as lenders, and DNB Bank ASA, New York Branch, as facility agent (as amended from time to time, the “MexMar Original Facility Agreement”) for an aggregate amount of $28.8 million, representing par value of the loan. The purchase was funded using proceeds received from the Framework Agreement Transactions. On the same date the facility was amended pursuant to a Third Amended and Restated Facility Agreement (“MexMar Third A&R Facility Agreement”) to, among other things, (i) provide for the prepayment by MexMar of approximately $8.8 million of the outstanding loan amount, to reduce the outstanding principal on the loan to $20.0 million, (ii) modify the definition of “Change of Control”, (iii) modify the maturity date from January 23, 2025 to September 30, 2023, (iv) decrease the minimum cash requirement from $10.0 million to $2.5 million, (v) modify the interest margin from 4.7% per annum to 5.0% per annum and (vi) modify the principal repayment profile to reflect four quarterly installments of $5.0 million to repay the loan by the maturity date. All collateral and security arrangements remained in place from the MexMar Original Facility Agreement, including a first priority mortgage on 13 offshore support vessels owned by MexMar. As a result, SEACOR Marine Capital was the sole lender to MexMar under the MexMar Third A&R Facility Agreement. This loan was repaid in full as of September 30, 2023.

Each of the Framework Agreement Transactions and the transactions entered into in connection with the MexMar Third A&R Facility Agreement (the “MexMar Facility Agreement Transactions”) were subject to the oversight of, and received advance approval from, the Audit Committee as related party transactions subject to the Company’s Related Party Transaction Policy. Mr. Miguel recused himself from the Audit Committee and the Board of Directors deliberations with respect to the Framework Agreement Transactions and the MexMar Facility Agreement Transactions. The Board of Directors received a third party fairness opinion with respect to the Framework Agreement Transactions.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2024, the Company had unfunded capital commitments of $90.0 million consisting of $82.7 million in respect of the construction oftwo PSVs, $4.4 million in respect offour hybrid battery power systems and $2.9 million for miscellaneous vessel equipment. Of the unfunded capital commitments, $41.6 million is payable during 2025, $29.9 million is payable during 2026 and the remainder payable during 2027. In accordance with the terms of the 2024 SMFH Credit Facility, $18.0 million of the proceeds from the sale oftwo AHTS was designated to make payments on the construction oftwo PSVs of which $16.0 million remained in a restricted account as of December 31, 2024. Additionally, the 2024 SMFH Credit Facility includes a dedicated $41.0 million tranche that may be used to pay up to 50% of the purchase price of these vessels.

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 needto be addressed through judicial court proceedings. The potential levy arising from the Deficiency Notice is R$26.4 million based on a historical potential levy of R$12.87 million (USD $4.3 million and USD $2.1 million, respectively, based on the exchange rate as of December 31, 2024).

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 December 31, 2024, all invoices received related to MNOPF and MNRPF have been settled in full.

On July 5, 2024, the Company was informed by the MNRPF that $0.4 million (£0.3 million) of the cumulative funding deficit of the MNRPF was allocated to the Company as a participating employer, for which the Company paid in full in October 2024.

MAJOR CUSTOMERS AND SEGMENT INFORMATION

During the year ended December 31, 2024, Azule Energy Angola S.p.A., a joint venture between BP p.l.c. and Eni S.p.A., and SEACOR Marine Arabia, a joint venture of which the Company owns 45% and through which vessels are in service to Saudi Arabian Oil Company, were responsible for $57.6 million or 21% and $51.0 million or 19%, respectively, of the Company’s total consolidated operating revenues. During the year ended December 31, 2023, ExxonMobil, SEACOR Marine Arabia and Azule Energy Angola S.p.A. were responsible for $47.7 million or 17%, $43.2 million or 15% and $42.4 million or 15%, respectively, of the Company’s total consolidated operating revenues. During the year ended December 31, 2022, ExxonMobil and SEACOR Marine Arabia were responsible for $39.6 million or 18% and $30.1 million or 14%, respectively, of the Company’s total consolidated operating revenues.

For the years ended December 31, 2024, 2023 and 2022, theten largest customers of the Company accounted for approximately 76%,73% and 66%, respectively, of the Company’s operating revenues. The loss of one or more of these customers could have a material adverse effect on the Company’s results of operations and cash flows.

For the years ended December 31, 2024, 2023 and 2022, approximately 87%,79% and 72%, respectively, of the Company’s operating revenues and $2.3 million, $3.6 million and $7.0 million, respectively, of equity in earnings from 50% or less owned companies, net of tax, were derived from its foreign operations.

The Company’s offshore support vessels are highly mobile and regularly and routinely move between countries within a geographic region of the world. In addition, these vessels may be redeployed among the geographic regions, subject to flag restrictions, as changes in market conditions dictate. Because of this asset mobility, operating revenues and long-lived assets in any one country and capital expenditures for long-lived assets and gains or losses on asset dispositions and impairments in any one geographic region are not considered meaningful.

Direct vessel profit is the Company’s measure of segment profitability when applied to reportable segments. Direct vessel profit is defined as operating revenues less direct operating expenses excluding leased-in equipment expense. The Company utilizes direct vessel profit as its primary financial measure to analyze and compare the operating performance of its regions. The following tables summarize the operating results, capital expenditures and assets of the Company’s reportable segments for the periods indicated (in thousands):

(1)

Total Assets exclude $73.6 million of corporate assets.

(1)

Total Assets exclude $71.3 million of corporate assets.

(1)

Total Assets exclude $64.0 million of corporate assets.

SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K 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.