SEACOR Marine Holdings Inc 8-K, filed Oct 3, 2025
SEACOR Marine Holdings Inc. (SMHI)
About this 8-K
SEACOR Marine Holdings Inc filed this 8-K on October 3, 2025, reporting on events of September 29, 2025.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 29, 2025, SEACOR Marine Holdings Inc. (the “Company”), through two wholly-owned subsidiaries, Falcon Global Jill LLC (“FG Jill LLC”) and Falcon Global Robert LLC (“FG Robert LLC” and, together with FG Jill LLC, the “Sellers”), respectively, completed the sale of the U.S. flag liftboat L/B Jill and the U.S. flag liftboat L/B Robert (together, the “Liftboat Sales”) pursuant to memorandum of agreements entered into on August 6, 2025 with JAD Construction Limited (the “Buyer”). At closing, the Buyer paid the Sellers an aggregate purchase price of $76.0 million for the Liftboat Sales, comprised of $45.0 million for the L/B Jill and $31.0 million for the L/B Robert. After deducting transaction costs and expenses, the Company received net cash proceeds of approximately $75.1 million. In addition, concurrently with the closing of the Liftboat Sales, the Buyer purchased from the Company certain uninstalled vessel equipment for an aggregate purchase price of approximately $1.0 million (the “Equipment Sale”).
The unaudited pro forma financial information of the Company giving effect to the Liftboat Sales and the Equipment Sale, and the related notes thereto, are attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information
Unaudited pro forma financial information of the Company required pursuant to Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits
Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SEACOR Marine Holdings Inc. |
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October 3, 2025 |
By: |
/s/ Andrew H. Everett II |
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Name: Andrew H. Everett II |
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Title: Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Introduction
On September 29, 2025, SEACOR Marine Holdings Inc. (the “Company”), through two wholly-owned subsidiaries, Falcon Global Jill LLC and Falcon Global Robert LLC, respectively, completed the previously announced sale (the “Liftboat Sales”) of the U.S. flag liftboat L/B Jill and the U.S. flag liftboat L/B Robert. Aggregate gross proceeds from the Liftboat Sales were $76.0 million. This disposition is considered a significant disposition for purposes of Item 2.01 of Form 8-K. In addition, concurrently with the closing of the Liftboat Sales, the Company sold to the same counterparty certain uninstalled vessel equipment for an aggregate purchase price of approximately $1.0 million (the “Equipment Sale” and, together with the Liftboat Sales, the “Transaction”).
Pro Forma Financial Information
The following unaudited pro forma financial statements are derived from the Company’s historical financial statements. The pro forma adjustments give effect to the Transaction as described in the notes to the unaudited pro forma financial statements. The unaudited pro forma balance sheet as of June 30, 2025, gives effect to the Transaction as if it had occurred on June 30, 2025. The unaudited pro forma statements of income (loss) for the six months ended June 30, 2025 and for the fiscal year ended December 31, 2024 give effect to the Transaction as if it had occurred on January 1, 2024.
The unaudited pro forma financial information is subject to the assumptions and adjustments described in the accompanying notes. The assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma financial information and accompanying notes should be read in connection with the historical financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2024, and its Quarterly Report on Form 10-Q for the period ended June 30, 2025.
The unaudited pro forma financial information presented is for informational purposes only. It is not intended to represent or be indicative of the consolidated results of operations or financial condition that would have occurred had the Transaction been completed as of the dates presented, nor is it intended to purport to project future results of operations or financial condition.
SEACOR MARINE HOLDINGS INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
June 30, 2025
(in thousands, unaudited)
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Historical |
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Transaction Accounting Adjustments |
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Notes |
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Pro Forma |
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ASSETS |
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Current Assets: |
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Cash, cash equivalents and restricted cash |
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$ |
51,555 |
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$ |
76,995 |
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(a) |
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$ |
128,550 |
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Trade and other receivables, net of allowance for credit loss of $4,125 in 2025 |
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73,726 |
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— |
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73,726 |
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Other current assets |
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7,762 |
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— |
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7,762 |
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Total current assets |
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133,043 |
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76,995 |
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210,038 |
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Property and Equipment: |
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Historical cost |
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887,408 |
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(88,098 |
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(b) |
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799,310 |
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Accumulated depreciation |
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(377,265 |
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43,852 |
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(b) |
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(333,413 |
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510,143 |
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(44,246 |
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465,897 |
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Construction in progress |
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31,772 |
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(1,426 |
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(b) |
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30,346 |
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Net property and equipment |
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541,915 |
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(45,672 |
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496,243 |
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Other assets |
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5,072 |
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— |
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5,072 |
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Total assets |
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$ |
680,030 |
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$ |
31,323 |
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$ |
711,353 |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of long-term debt |
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30,000 |
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— |
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30,000 |
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Other current liabilities |
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51,473 |
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860 |
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(b) |
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52,333 |
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Total current liabilities |
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81,473 |
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860 |
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82,333 |
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Long-term debt |
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310,980 |
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— |
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310,980 |
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Deferred income taxes |
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18,330 |
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6,397 |
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(c) |
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24,727 |
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Deferred gains and other liabilities |
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1,451 |
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— |
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1,451 |
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Total liabilities |
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412,234 |
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7,257 |
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419,491 |
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Equity: |
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SEACOR Marine Holdings Inc. stockholders' equity: |
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Common stock, $.01 par value, 60,000,000 shares authorized; 28,066,298 |
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281 |
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— |
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281 |
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Additional paid-in capital |
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468,669 |
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— |
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468,669 |
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Accumulated deficit |
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(202,816 |
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24,066 |
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(d) |
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(178,750 |
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Shares held in treasury of 1,090,039 and 796,965 in 2025 and 2024, respectively, at cost |
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(9,639 |
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— |
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(9,639 |
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Accumulated other comprehensive income, net of tax |
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10,980 |
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— |
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10,980 |
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267,475 |
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24,066 |
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291,541 |
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Noncontrolling interests in subsidiaries |
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321 |
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— |
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321 |
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Total equity |
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267,796 |
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24,066 |
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291,862 |
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Total liabilities and equity |
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$ |
680,030 |
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$ |
31,323 |
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$ |
711,353 |
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The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
SEACOR MARINE HOLDINGS INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
June 30, 2025
(in thousands, except share data, unaudited)
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Historical |
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Transaction Accounting Adjustments |
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Notes |
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Pro Forma |
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Operating Revenues |
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$ |
116,309 |
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$ |
(12,964 |
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(e) |
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$ |
103,345 |
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Costs and Expenses: |
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Operating |
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91,421 |
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(9,500 |
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(e) |
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81,921 |
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Administrative and general |
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23,484 |
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(1 |
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(e) |
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23,483 |
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Lease expense |
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662 |
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— |
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662 |
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Depreciation and amortization |
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24,900 |
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(2,788 |
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(e) |
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22,112 |
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140,467 |
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(12,289 |
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128,178 |
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Gains on Asset Dispositions and Impairments, Net |
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24,972 |
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— |
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24,972 |
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Operating Income |
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814 |
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(675 |
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139 |
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Other Income (Expense): |
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Interest expense |
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(18,430 |
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— |
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(18,430 |
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Other, net |
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(2,295 |
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(6 |
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(e) |
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(2,301 |
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(20,725 |
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(6 |
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(20,731 |
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Loss Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies |
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(19,911 |
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(681 |
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(20,592 |
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Income Tax Expense |
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3,412 |
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(156 |
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(f) |
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3,256 |
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Loss Before Equity in Earnings of 50% or Less Owned Companies |
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(23,323 |
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(525 |
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(23,848 |
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Equity in Earnings of 50% or Less Owned Companies |
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1,107 |
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— |
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1,107 |
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Net Loss |
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$ |
(22,216 |
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$ |
(525 |
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$ |
(22,741 |
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Net Loss Per Share: |
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Basic |
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$ |
(0.83 |
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$ |
(0.85 |
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Diluted |
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(0.83 |
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(0.85 |
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Weighted Average Common Shares and Warrants Outstanding: |
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Basic |
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26,791,291 |
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26,791,291 |
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Diluted |
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26,791,291 |
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26,791,291 |
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The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
SEACOR MARINE HOLDINGS INC.
PRO FORMA CONSOLIDATED STATEMENT OF INCOME (LOSS)
December 31, 2024
(in thousands, except share data, unaudited)
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Historical |
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Transaction Accounting Adjustments |
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Notes |
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Pro Forma |
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Operating Revenues |
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$ |
271,361 |
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$ |
(28,638 |
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(g) |
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$ |
242,723 |
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Costs and Expenses: |
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Operating |
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197,252 |
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(26,322 |
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(g) |
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170,930 |
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Administrative and general |
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44,713 |
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— |
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44,713 |
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Lease expense |
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1,678 |
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— |
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1,678 |
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Depreciation and amortization |
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51,628 |
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(5,577 |
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(g) |
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46,051 |
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295,271 |
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(31,899 |
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263,372 |
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Gains on Asset Dispositions and Impairments, Net |
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13,481 |
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30,463 |
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(h) |
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43,944 |
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Operating Loss |
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(10,429 |
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33,724 |
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23,295 |
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Other Income (Expense): |
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Interest expense |
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(40,627 |
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— |
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(40,627 |
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Losses on debt extinguishment |
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(31,923 |
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— |
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(31,923 |
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Other, net |
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(68 |
) |
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3 |
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(g) |
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(65 |
) |
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(72,618 |
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3 |
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(72,615 |
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Loss Before Tax Benefit and Equity in |
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(83,047 |
) |
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33,727 |
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(49,320 |
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Income Tax Benefit |
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(2,615 |
) |
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7,083 |
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(i) |
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4,468 |
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Loss Before Equity in Earnings of 50% or Less Owned Companies |
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(80,432 |
) |
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26,644 |
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(53,788 |
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Equity in Earnings of 50% or Less Owned Companies |
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2,308 |
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— |
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2,308 |
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Net Loss |
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$ |
(78,124 |
) |
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$ |
26,644 |
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$ |
(51,480 |
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Net Loss Per Common Share: |
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Basic |
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$ |
(2.82 |
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$ |
(1.86 |
) |
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Diluted |
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(2.82 |
) |
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(1.86 |
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Weighted Average Common Shares and Warrants Outstanding: |
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Basic |
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27,655,289 |
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27,655,289 |
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Diluted |
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27,655,289 |
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27,655,289 |
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The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.
SEACOR MARINE HOLDINGS INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, unaudited)
Pro Forma Consolidated Balance Sheet at June 30, 2025 Adjustments
(a) This adjustment represents the receipt of cash consideration as a result of the completion of the Transaction.
(b) These adjustments reflect the elimination of assets and liabilities attributable to the completion of the Transaction.
(c) This adjustment reflects the estimated income tax effect of the pro forma adjustments. The tax effect of the pro forma adjustments was calculated using the historical statutory rates in effect for the periods presented.
(d) This adjustment reflects the gain of $24.1 million, net of $6.4 million of taxes, arising from the completion of the Transaction as of September 29, 2025. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the asset purchase agreement.
Pro Forma Consolidated Statement of Income (Loss) for the six months ended June 30, 2025 Adjustments
(e) These adjustments reflect the elimination of revenues, operating costs, administrative and general expenses, and depreciation for the six months ended June 30, 2025, which are removed as a result of the completion of the Transaction.
(f) This adjustment reflects the estimated income tax effect of the pro forma adjustments. The tax effect of the pro forma adjustments was calculated using the historical statutory rates in effect for the periods presented.
Pro Forma Consolidated Statement of Income (Loss) for the year ended December 31, 2024 Adjustments
(g) These adjustments reflect the elimination of revenues, operating costs, administrative and general expenses, and depreciation for the year ended December 31, 2025, which are removed as a result of the completion of the Transaction.
(h) This adjustment reflects the gain of $30.5 million arising from the completion of the Transaction as of September 29, 2025. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the asset purchase agreement.
(i) This adjustment reflects the estimated income tax effect of the pro forma adjustments. The tax effect of the pro forma adjustments was calculated using the historical statutory rates in effect for the periods presented.
Management’s adjustments for any additional costs or costs savings expected as a result of the completion of the Transaction are excluded from this illustration.