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Table of Contents

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission file number 1-12289
SEACOR Holdings Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware13-3542736
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
2200 Eller Drive, P.O. Box 13038,
Fort Lauderdale, Florida
33316
(Address of Principal Executive Office)(Zip Code)
Registrant’s telephone number, including area code (954523-2200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, par value $.01 per shareCKHNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes     No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes      No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes     No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes     No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes     No
The aggregate market value of the voting stock of the registrant held by non-affiliates as of June 30, 2020 was approximately $538,578,460 based on the closing price on the New York Stock Exchange on such date. The total number of shares of Common Stock issued and outstanding as of February 23, 2021 was 20,498,564.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A within 120 days after the end of the Registrant’s last fiscal year is incorporated by reference into Part III of this Annual Report on Form 10-K.



Table of Contents
SEACOR HOLDINGS INC.
FORM 10-K
TABLE OF CONTENTS
Item 1.
Other
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
i

Table of Contents
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Item 16.

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FORWARD-LOOKING STATEMENTS
Certain statements discussed in Item 1. (Business), Item 1A. (Risk Factors), Item 3. (Legal Proceedings), Item 7. (Management’s Discussion and Analysis of Financial Condition and Results of Operations), Item 7A. (Quantitative and Qualitative Disclosures About Market Risk) and elsewhere in this Annual Report on Form 10-K, as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters and involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Certain of these risks, uncertainties and other important factors are discussed in Item 1A. (Risk Factors) and Item 7. (Management’s Discussion and Analysis of Financial Condition and Results of Operations). However, it should be understood that it is not possible to identify or predict all such risks and other factors that could affect these forward looking statements. These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission, as well as other public statements made by the Company from time-to-time.
PART I
ITEM 1. BUSINESS
General
Unless the context indicates otherwise, the terms “we,” “our,” “ours,” “us” and the “Company” refer to SEACOR Holdings Inc. and its consolidated subsidiaries. “SEACOR” refers to SEACOR Holdings Inc., incorporated in 1989 in Delaware, without its subsidiaries. “Common Stock” refers to the common stock, par value $.01 per share, of SEACOR. The Company’s fiscal year ended on December 31, 2020.
SEACOR’s principal executive office is located at 2200 Eller Drive, P.O. Box 13038, Fort Lauderdale, Florida 33316, and its telephone number is (954) 523-2200. SEACOR’s website address is www.seacorholdings.com. Any reference to SEACOR’s website is not intended to incorporate the information on the website into this Annual Report on Form 10-K.
The Company’s corporate governance documents, including the Board of Directors’ Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee charters are available, free of charge, on SEACOR’s website or in print for stockholders.
All of the Company’s periodic reports filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, are available, free of charge, on SEACOR’s website, including its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and any amendments to those reports. These reports and amendments are available on SEACOR’s website as soon as reasonably practicable after the Company electronically files the reports or amendments with the SEC. The SEC maintains a website (www.sec.gov) that contains these reports, proxy and information statements and other information.
Merger Agreement
On December 4, 2020, SEACOR entered into a definitive merger agreement (the “Merger Agreement”) with an affiliate of American Industrial Partners to acquire the Company in a take-private transaction. Pursuant to the terms of the Merger Agreement, which was entered into among Safari Parent, Inc. (“Parent”), Safari Merger Subsidiary, Inc., a wholly owned subsidiary of Parent (“Merger Sub”), and SEACOR, on December 18, 2020, Merger Sub commenced a tender offer (the “Offer”) to acquire all (subject to limited exceptions) of the issued and outstanding shares of SEACOR’s common stock, par value $0.01 per share (“Common Stock”) at a price of $41.50 per share (the “Offer Price”). The obligation of Merger Sub to consummate the Offer is subject to the satisfaction or waiver of customary conditions, including that at least 66 2/3% of the total number of shares of SEACOR’s Common Stock outstanding at the expiration of the Offer have been validly tendered and not validly withdrawn prior to the expiration of the Offer (the “Minimum Tender Condition”). Under the terms of the Merger Agreement and assuming all conditions to the consummation of the Offer have been met, following the consummation of the Offer, Merger Sub will merge with and into SEACOR pursuant to Section 251(h) of the Delaware General Corporation Law, with SEACOR being the surviving corporation (the “Merger”).
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The Offer was initially scheduled to expire one minute after 11:59 p.m., Eastern Time, on January 21, 2021. At the initial scheduled expiration time of the Offer, the Minimum Tender Condition was not satisfied. Under the terms of the Merger Agreement, if on or prior to any then-scheduled expiration date of the Offer any of the conditions to the Offer (including the Minimum Tender Condition) have not been satisfied or waived, Merger Sub is required to extend the Offer for additional periods of up to ten business days per extension to permit such condition to be satisfied, until the earlier of (i) the termination of the Merger Agreement in accordance with its terms or (ii) April 5, 2021 (the “End Date”). Since the initial expiration date of the Offer, Merger Sub has successively extended the expiration date on a number of occasions to allow additional time to meet the Minimum Tender Condition, but such condition has not yet been satisfied. The Offer was last extended to 5:00 p.m., Eastern Time, on February 26, 2021.
No assurance can be given that the Minimum Tender Condition or any other condition will be achieved or that the Merger Agreement will not be amended, in each case, prior to the End Date.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to this Annual Report on Form 10-K.
Spin-off
On June 1, 2017, the Company completed the spin-off of SEACOR Marine Holdings Inc. ("SEACOR Marine"), the company that operated SEACOR's Offshore Marine Services business segment, by means of a dividend of all of the issued and outstanding common stock of SEACOR Marine to SEACOR's shareholders (the "Spin-off").
Segment Information
SEACOR is a diversified holding company with interests in domestic and international transportation and logistics, risk management consultancy and other businesses. The Company conducts its activities in the following reporting segments:
Ocean Transportation & Logistics Services
Inland Transportation & Logistics Services
Witt O’Brien’s
Other
Ocean Transportation & Logistics Services
Business
Ocean Transportation & Logistics Services (“Ocean Services”) owns and operates a diversified fleet of bulk transportation, port and infrastructure, and logistics assets, including U.S. coastwise eligible vessels and vessels trading internationally. Ocean Services owns and operates U.S.-flag petroleum and chemical carriers servicing the U.S. coastwise crude oil, petroleum products and chemical trades. Ocean Services’ dry bulk vessels operate in the U.S. coastwise trade. Ocean Services’ port and infrastructure services includes assisting deep-sea vessels docking in U.S. Gulf and East Coast ports, providing ocean towing services between U.S. ports, providing oil terminal support and bunkering operations in St. Eustatius and the Bahamas and providing vessel husbandry services to the U.S. military. Ocean Services’ logistics assets and services include U.S.-flag Pure Car/Truck Carriers (“PCTCs”) operating globally under the U.S. Maritime Security Program (“MSP”) and liner, short-sea, rail car and project cargo transportation and logistics solutions to and from ports in the Southeastern United States, the Caribbean (including Puerto Rico), the Bahamas and Mexico, as well as ‘door-to-door’ solutions for certain customers. Ocean Services also provides technical ship management services for third-party vessel owners. Ocean Services contributed 51%, 53% and 50% of the Company's consolidated operating revenues during the years ended December 31, 2020, 2019 and 2018, respectively.
For a discussion of risk and economic factors that may impact Ocean Services’ financial position and its results of operations, see “Item 1A. Risk Factors” and “Ocean Transportation & Logistics Services” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
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Equipment, Services and Markets
The following tables identify the types of equipment that comprise Ocean Services' fleet as of December 31 for the indicated years. “Owned” are majority owned and controlled by Ocean Services. “Leased-in” may either be equipment contracted from leasing companies to which Ocean Services may have sold such equipment or equipment chartered-in from third parties. “Joint Ventured” are owned by entities in which Ocean Services does not have a controlling interest.
OwnedLeased-inJoint VenturedTotal
2020
Bulk Transportation Services:
Petroleum and chemical carriers - U.S.-flag— 
Bulk carriers - U.S.-flag— — 
Port & Infrastructure Services:
Harbor tugs - U.S.-flag17 — 24 
Harbor tugs - Foreign-flag— 
Ocean liquid tank barges - U.S.-flag— — 
Ocean liquid tank barges - Foreign-flag— — 
Specialty vessels - Foreign-flag(1)
— — 
Logistics Services:
PCTC(2) - U.S.-flag
— — 
Short-sea container/RORO(3) vessels - Foreign-flag
— — 
RORO(3) & deck barges - U.S.-flag
— — 
Rail ferries - Foreign-flag— — 
44 13 14 71 
2019
Bulk Transportation Services:
Petroleum and chemical carriers - U.S.-flag— 
Bulk carriers - U.S.-flag— — 
Port & Infrastructure Services:
Harbor tugs - U.S.-flag20 — 24 
Harbor tugs - Foreign-flag— 
Offshore tugs - U.S.-flag— — 
Ocean liquid tank barges - U.S.-flag— — 
Ocean liquid tank barges - Foreign-flag— — 
Specialty vessels - Foreign-flag(1)
— — 
Logistics Services:
PCTC(2) - U.S.-flag
— — 
Short-sea container/RORO(3) vessels - Foreign-flag
— — 
RORO(3) & deck barges - U.S.-flag
— — 
Rail ferries - Foreign-flag— — 
49 10 14 73 
2018
Bulk Transportation Services:
Petroleum and chemical carriers - U.S.-flag— 10 
Bulk carriers - U.S.-flag— — 
Port & Infrastructure Services:
Harbor tugs - U.S.-flag19 — 24 
Harbor tugs - Foreign-flag— 
Offshore tugs - U.S.-flag— — 
Ocean liquid tank barges - U.S.-flag— — 
Ocean liquid tank barges - Foreign-flag— — 
Logistics Services:
PCTC(2) - U.S.-flag
— — 
Short-sea container/RORO(3) vessels - Foreign-flag
— — 
RORO(3) & deck barges - U.S.-flag
— — 
Rail ferries - Foreign-flag— — 
49 12 12 73 
______________________
(1)One line handling and one crew transport vessel.
(2)Pure Car/Truck Carrier.
(3)Roll On/Roll Off.
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Bulk Transportation Services
Petroleum and Chemical Transportation. In the U.S. coastwise petroleum and chemical transportation trade, Ocean Services’ oceangoing vessels transport crude oil, petroleum products and chemicals primarily from production areas, refineries and storage facilities along the coast of the U.S. Gulf of Mexico to refineries, utilities, waterfront industrial facilities and distribution facilities along the U.S. Gulf of Mexico and the U.S. Atlantic and Pacific coasts. Ocean Services operates a fleet of owned and leased-in U.S.-flag petroleum and chemical carriers servicing this trade, which as of December 31, 2020 included the following vessels:
Name of VesselYear of BuildCapacity
in barrels
Tonnage
in  “dwt”(1)
Seabulk Challenge1981294,000 48,700 
Seabulk Arctic1998340,000 46,000 
Mississippi Voyager(2)
1998340,000 46,000 
Florida Voyager(2)(3)
1998340,000 46,000 
Brenton Reef1999341,000 45,000 
Independence2016330,000 49,000 
California Voyager(2)
2016330,000 49,000 
Sea-Power/Sea-Chem I(4)
2016185,000 29,999 
Texas Voyager(2)(3)
2017330,000 49,000 
______________________
(1)Deadweight tons or “dwt.”
(2)Operating under long-term bareboat charter with a customer.
(3)Leased-in vessel.
(4)Articulated tug-barge.
Dry Bulk Transportation. In the U.S. coastwise dry bulk transportation trade, Ocean Services’ U.S.-flag bulk carrier transports Agremax, coal, petroleum coke, finished fertilizer, phosphate rock and other bulk commodities within the U.S. Gulf of Mexico, U.S. East Coast ports and Puerto Rico. As of December 31, 2020, Ocean Services’ solely owned vessel servicing this trade included the following:
Name of VesselYear of Build
Tonnage
in  “dwt”(1)
Texas Enterprise198137,000 
______________________
(1)Deadweight tons or “dwt.”
Port & Infrastructure Services
Harbor tugs operate alongside oceangoing vessels to escort them to their berth, assist in docking and undocking, and escort them back out to sea. As of December 31, 2020, Ocean Services’ 24 U.S.-flag harbor tugs were operating in various ports including three in Port Canaveral, Florida, three in Port Everglades, Florida, one in the Port of Miami, Florida, four in Port Tampa, Florida, three in the Port of Mobile, Alabama, three in the Port of Lake Charles, Louisiana and seven in Port Arthur, Texas.
Offshore towing activities include the long haul towing of ocean barges, dead ships and other large floating equipment requiring auxiliary power.
Ocean Services also provides bunkering (fueling) services to ships operating in the Caribbean Sea, more specifically in St. Eustatius and vessels calling in the Bahamas. Bunkering activities typically include one tug and one ocean liquid tank barge mooring alongside a docked or anchored vessel and transferring fuel. Ocean Services leases out four foreign-flag harbor tugs and five U.S.-flag ocean liquid tank barges to a bunkering operator in St. Eustatius and operates four foreign-flag harbor tugs and one ocean liquid tank barge in Freeport, Grand Bahama supporting terminal and bunkering operations through its 50% noncontrolling interest in Kotug Seabulk Maritime LLC (“KSM”).

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Logistics Services
In the logistics services business, PCTCs, RORO barges, deck barges, small RORO and container vessels and specialized rail ferries provide unit freight and general cargo transportation services. These services include receiving and transporting full container loads and Less-Container-Load ("LCL") cargo for transporting in shipping containers, rail cars, out-of-gauge project cargoes, automobiles and U.S. military vehicles. PCTCs generally handle cargo moving to and from the United States and international destinations, including Europe, the Middle East and Western Pacific ports (including ports in Guam, Japan and South Korea). Short-sea container/RORO vessels are engaged in services to and from ports in the Southeastern United States, the Caribbean (including Puerto Rico), the Bahamas and Mexico. RORO and deck barges are operated in the Puerto Rico liner trade through Ocean Services’ 55% noncontrolling interest in Trailer Bridge, Inc. (“Trailer Bridge”). The rail ferries operate between Alabama and Mexico through Ocean Services’ 50% noncontrolling interest in Golfo de Mexico Rail Ferry Holdings LLC (“Golfo de Mexico”).
As of December 31, 2020, Ocean Services’ fleet of owned and leased-in equipment servicing the logistics trade included the following vessels:
Capacity
Name of VesselYear of Build
TEU(1)
CEU(2)
Tonnage
in  “dwt”(3)
PCTCs:
Green Ridge(4) - U.S.-flag
1998n/a6,000 21,523 
Green Lake(4) - U.S.-flag
1998n/a5,980 22,799 
Green Cove(4) - U.S.-flag
1999n/a5,980 22,747 
Green Bay(4) - U.S.-flag
2007n/a6,400 18,090 
Short-sea Container/RORO Vessels:
Bahamas Express - Foreign-flag201046n/a648 
Cape Express - Foreign-flag200846n/a648 
Caribbean Express I - Foreign-flag200046n/a648 
Emerald Express - Foreign-flag200146n/a648 
Florida Express - Foreign-flag199846n/a1,740 
Grand Express - Foreign-flag2011144n/a2,244 
Sea Express II - Foreign-flag200646n/a648 
Pelagic Express - Foreign-flag2008128n/a2,778 
______________________
(1)Twenty-foot equivalent unit is a measure of volume in units of twenty-foot long containers.
(2)Car equivalent unit is a measure of the cargo carrying capacity of a PCTC.
(3)Deadweight tons or “dwt.”
(4)Leased-in vessel.
Managed Services
Ocean Services provides crew and technical ship management services to third-party ship owners and certain of its 50% or less owned companies. As of December 31, 2020, Ocean Services provided management services for ten vessels including one U.S.-flag petroleum carrier, two U.S.-flag heavy lift vessels, two foreign-flag rail ferries, four foreign-flag harbor tugs and one foreign-flag ocean liquid tank barge.
Customers and Contractual Arrangements
Bulk Transportation Services. The primary customers for petroleum and chemical transportation services are multinational oil companies, refining companies, major gasoline retailers, oil trading companies and large industrial consumers or producers of crude, petroleum and chemicals. Services are generally contracted on the basis of short-term or long-term time charters, bareboat charters, voyage charters and contracts of affreightment or other transportation agreements tailored to the shipper's requirements. The primary customers for dry bulk transportation services are regional power utilities requiring waterborne coal, petroleum coke and residual ash transportation and large fertilizer producers moving Florida sourced products into the lower Mississippi River. Dry bulk services are generally contracted under multi-year contracts of affreightment and voyage charters.

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Port & Infrastructure Services. The primary customers for port and infrastructure services are vessel owners and charterers, which are typically industrial companies, trading houses and shipping companies and commercial shipping pools. Services are contracted using prevailing port tariff terms on a per-use basis or on the basis of short-term or long-term time charters or bareboat charters.
Logistics Services. The primary customers for PCTC logistics services are major, integrated automobile shippers and in certain circumstances automobile manufacturers or auto dealerships directly, and the U.S. Government. Services to these customers are generally contracted on the basis of short-term or long-term time charter or on a liner basis. Services for the U.S. Government are generally contracted on a voyage charter or liner basis in accordance with a master services agreement. The primary customers for unit freight logistics services are individuals and businesses shipping consumer, industrial and energy goods and personal parcels between ports in the Southeastern United States, the Caribbean (including Puerto Rico), the Bahamas and Mexico. Unit freight services are generally contracted on a per unit basis for the specified cargo and destination.
Managed Services. Ocean Services provides crew and technical ship management services to third-party ship owners and certain of its 50% or less owned companies.
In 2020, one customer of Ocean Services (U.S. Federal Government) accounted for 10% of the Company's consolidated operating revenues. The ten largest customers of Ocean Services accounted for approximately 63% of its operating revenues in 2020. The loss of one or more of these customers could have a material adverse effect on Ocean Services’ results of operations.
Under a time charter, Ocean Services provides a vessel to a customer and is responsible for all operating expenses, typically excluding fuel and port charges. Under a bareboat charter, Ocean Services provides a vessel to a customer and the customer assumes responsibility for all operating expenses and risks of operation. Vessel charters may range from several days to several years. Contracts of affreightment are contracts for cargoes that are committed on a multi-voyage basis for various periods of time, with minimum and maximum cargo tonnages specified over the period at a fixed or variable rate per ton. Voyage charters are contracts to carry cargoes on a single voyage basis regardless of time to complete. Tariff and unit freight are typically contracted in accordance with a publicly available or contracted tariff rate or based on a negotiated rate when moving larger volumes over an extended period.
Competitive Conditions
Each of the markets in which Ocean Services operates is highly competitive, including the U.S. “Jones Act” coastwise market, even though participation in the "Jones Act" market is not open to foreign-based competition. The most important competitive factors are pricing, vessel age, vessel type and vessel availability to fit customer requirements and delivery schedules.
Bulk Transportation Services. The primary direct competitors for Jones Act petroleum and chemical transportation services are other operators of Jones Act petroleum and chemical carriers, operators of refined product and crude pipelines, railroads and foreign-flag vessels delivering foreign sourced petroleum and chemicals to U.S. ports. The primary direct competitors for Jones Act dry bulk transportation services are other operators of Jones Act bulk carriers, foreign-flag vessels delivering foreign sourced dry bulk goods to U.S. ports and U.S. railroad operators.
Port & Infrastructure Services. The primary direct competitors for port and infrastructure services are other operators of Jones Act U.S.-flagged harbor tugs and operators of foreign-flagged harbor and ocean tugs and bunkering barges.
Logistics Services. The primary direct competitors for PCTC logistics services are other operators of PCTCs, U.S.-flag cargo vessels eligible for the MSP subsidy and other vessels controlled by the U.S. government via the Military Sealift Command including the ready reserve fleet. The primary direct competitors for unit freight logistics are other operators of cargo vessels trading between ports in the Southeastern United States, the Caribbean (including Puerto Rico), the Bahamas and Mexico. The rail ferries primarily compete with railroad operators offering overland connections between Central and Southeastern Mexico and the United States.
Managed Services. The primary direct competitors of managed services are other Jones Act qualified ship management companies, ship owners and other ship operators.
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Inland Transportation & Logistics Services
Business
Inland Transportation & Logistics Services (“Inland Services”) provides customer supply chain solutions with its domestic river transportation equipment, fleeting services and high-speed multi-modal terminal locations adjacent to and along the U.S. Inland Waterways, primarily in the St. Louis, Memphis, Baton Rouge and New Orleans areas. Inland Services operates under the SCF name. SCF’s barges are primarily used for moving agricultural and industrial commodities and containers on the U.S. Inland Waterways, including the Mississippi River, Illinois River, Tennessee River, Ohio River and their tributaries and the Gulf Intracoastal Waterways. Internationally, Inland Services owns inland river liquid tank barges that operate on the Magdalena River in Colombia. These barges primarily transport petroleum products with the ability to move agricultural and industrial commodities and containers. Inland Services also has a 50% noncontrolling interest in dry-cargo barge operations on the Parana-Paraguay Waterway in Brazil, Bolivia, Paraguay, Argentina and Uruguay primarily transporting agricultural and industrial commodities, a 63% noncontrolling interest in towboat operations on the U.S. Inland Waterways and a 50% noncontrolling interest in grain terminals/elevators in the Midwest and/or along the U.S. Inland Waterways. Inland Services contributed 36%, 33% and 34% of the Company's consolidated operating revenues during the years ended December 31, 2020, 2019 and 2018, respectively.
For a discussion of risk and economic factors that may impact Inland Services’ financial position and its results of operations, see “Item 1A. Risk Factors” and “Inland Transportation & Logistics Services” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Equipment and Services
The following tables set forth the barges, towboats, harbor boats and launch support boats that comprise Inland Services’ fleet as of December 31 for the indicated years. “Owned” are majority owned and controlled by Inland Services. “Leased-in” may either be equipment contracted from leasing companies to which Inland Services may have sold such equipment or equipment chartered-in from others. “Joint Ventured” are owned by entities in which Inland Services does not have a controlling interest. “Pooled” are barges owned by and managed for third parties with operating revenues and voyage expenses pooled with barges of a similar age and type which are owned by Inland Services. Pool revenues and expenses are allocated to participants based upon the number of days their barges participate in the pool. For “Pooled” barges, each barge owner is responsible for the costs of insurance, maintenance and repair as well as for capital and financing costs of its own equipment in the pool and pays a daily management fee to Inland Services for their participation in the pool.
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OwnedLeased-inJoint
Ventured
PooledTotalOwned Fleet Average Age
2020
Bulk Transportation Services:
Dry-cargo barges562 50 258 452 1,322 12 
Liquid tank barges20 — — — 20 17 
Specialty barges— — — 39 
Towboats:
4,000 hp - 6,600 hp11 — 19 
3,300 hp - 3,900 hp— — 
Less than 3,300 hp(1)
— — — 58 
Port & Infrastructure Services:
Harbor boats:(1)
1,100 hp - 2,000 hp14 — — 20 40 
Less than 1,100 hp12 — — — 12 44 
Launch support boats(1)
22 — — — 22 37
Logistics Services:
Dry-cargo barges16 — — 25 41 10 
Towboats:
Less than 3,300 hp— — — 
660 60 271 477 1,468 
2019
Bulk Transportation Services:
Dry-cargo barges591 50 258 473 1,372 11 
Liquid tank barges20 — — — 20 16 
Specialty barges— — — 38 
Towboats:
4,000 hp - 6,600 hp11 — 19 
3,300 hp - 3,900 hp— — 
Less than 3,300 hp(1)
— — — 57 
Port & Infrastructure Services:
Harbor boats:(1)
1,100 hp - 2,000 hp12 — — 18 39 
Less than 1,100 hp— — — 45 
Logistics Services:
Dry-cargo barges20 — — 15 35 16 
Towboats:
Less than 3,300 hp— — — 
662 60 271 488 1,481 
2018
Bulk Transportation Services:
Dry-cargo barges585 48 258 481 1,372 10 
Liquid tank barges20 — — — 20 15 
Specialty barges— — — 37 
Towboats:
4,000 hp - 6,600 hp11 — 18 
3,300 hp - 3,900 hp— — 
Less than 3,300 hp(1)
— — — 56 
Port & Infrastructure Services:
Harbor boats:(1)
1,100 hp - 2,000 hp12 — — 18 38 
Less than 1,100 hp— — — 44 
Logistics Services:
Dry-cargo barges26 — 35 14 
660 60 271 488 1,479 
______________________
(1)Towboats, harbor boats and launch support boats have been upgraded and maintained to meet or exceed current industry standards.
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Bulk Transportation Services
Inland river barges are unmanned and are moved by towboats. The combination of a towboat and barges is commonly referred to as a “tow.”
Inland Services’ dry-cargo barge fleet consists of hopper barges, which are (i) covered for the transport of products such as grain and grain by-products, fertilizer, steel and frac sand or (ii) “open tops” primarily used for the transport of commodities that are not sensitive to water such as coal, aggregate scrap and containers. Each dry-cargo barge in the Inland Services’ fleet is capable of transporting approximately 1,500 to 2,200 tons (1,350 to 2,000 metric tons) of cargo depending on water depth (draft), river conditions and hull depth of the barge. Adverse river conditions, such as high water resulting from excessive rainfall or low water caused by drought, can impact operations by limiting the speed at which tows travel, the number of barges included in tows and the quantity of cargo that is loaded in the barges.
A typical dry-cargo grain voyage begins by shifting a clean, empty barge from a fleeting location to a loading facility. The barge is then moved from the loading location and assembled into a tow before proceeding to its discharge destination. After unloading, it is shifted to a fleeting area for cleaning, and service if needed, and then placed again in a tow to move to a load facility. In some instances after discharge of grain, barges pick up cargo and move it north to the grain originating areas of the river system instead of moving empty.
Inland Services’ fleet of inland river liquid tank barges transports primarily petroleum products on long-term voyage affreightment contracts on the Magdalena River in Colombia.
Inland Services’ 50% or less owned companies that provide bulk transportation services include SCF Bunge Marine LLC, which operates towboats on the U.S. Inland Waterways; and SCFCo Holdings LLC (“SCFCo”), which transports various agricultural and industrial commodities on the Parana-Paraguay Waterway in Brazil, Bolivia, Paraguay, Argentina and Uruguay.
Port & Infrastructure Services
Terminals. Inland Services owns and operates high speed multi-modal terminal facilities located along the Mississippi River in the St. Louis harbor providing loading and unloading, transshipment, warehousing and drayage services. These terminals handle grain, grain by-products, fertilizer, steel, ethanol and other products for a multitude of customers. In addition, Inland Services owns a 50% noncontrolling interest in grain terminals/elevators in the Midwest and/or along the U.S. Inland Waterways.
In general, Inland Services operates these terminals by first unloading product that arrives by railcar or truck. The product is then loaded onto dry-cargo barges along with similar products. This process may also operate in reverse, with Inland Services unloading dry-cargo barges into trucks or railcars. A typical 15 dry-cargo barge tow, assuming no loading restrictions as a result of river conditions, can hold the equivalent of approximately 1,050 trucks or 216 railcars. A tow may consist of 15-40 barges and can take from several hours to several days to load and assemble.
Fleeting. Inland Services owns and/or operates a series of fleeting locations, harbor boats and launch support boats from Davenport, Iowa through New Orleans, Louisiana. Inland Services’ fleeting services include fleeting barges, port services, minor repairs, barge cleaning, line haul boat assists, crewing/launch services and crane services.
Fleeting locations are locations where barges may be parked prior to being loaded, unloaded, cleaned, repaired or stored until needed for future use. Typically, fleeting locations are in close proximity to terminals. Fleeting services generally include disassembling a tow by moving dry-cargo barges into the fleet, moving barges from the fleet to a terminal for loading or unloading, cleaning and repairing barges, if needed, and then reassembling the barges into a tow for future operations.
Logistics Services
SEACOR America’s Marine Highway (“AMH”). Inland Services uses dedicated dry-cargo barges to move containers on the Mississippi River from St. Louis, Missouri and Memphis, Tennessee to Port Allen, and New Orleans, Louisiana. On this route, AMH transports empty containers in dry-cargo barges from Memphis to Baton Rouge, Louisiana. The containers are then trucked (drayed) to customers in Baton Rouge for loading. Loaded containers are then transported in dry-cargo barges from Baton Rouge to New Orleans, primarily for export. AMH also provides drayage services in Freeport, Texas for resin customers. Logistics services also provides local intermodal and maintenance services to its customers.
Managed Services
Inland Services provides management services related to barge and towboat operations.
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Markets
Inland Services operates equipment in three principal geographic regions. The table below sets forth equipment by geographic market as of December 31 for the indicated years. Inland Services sometimes participates in investments, at equity and 50% or less owned company arrangements in certain geographic locations in order to enhance marketing capabilities and facilitate operations in foreign markets allowing for the expansion of its operations while diversifying risks and reducing capital outlays associated with such expansion.
202020192018
U.S. Inland Waterways
Bulk Transportation Services:
Dry-cargo barges1,064 1,114 1,114 
Specialty barges
Towboats:
4,000 hp – 6,600 hp
Port & Infrastructure Services:
Harbor boats:(1)
1,100 hp - 2,000 hp20 18 18 
Less than 1,100 hp12 
Launch support boats(1)
22 — — 
Logistics Services:
Dry-cargo barges41 35 35 
Towboats:
Less than 3,300 hp— 
1,174 1,187 1,185 
Magdalena River
Bulk Transportation Services:
Liquid tank barges20 20 20 
Towboats:
3,300 hp - 3,900 hp
Less than 3,300 hp(1)
23 23 23 
Parana-Paraguay Waterway
Bulk Transportation Services:
Dry-cargo barges258 258 258 
Towboats:
4,000 hp – 6,600 hp11 11 11 
3,300 hp - 3,900 hp
271 271 271 
1,468 1,481 1,479 
______________________
(1)Towboats, harbor boats and launch support boats have been upgraded and maintained to meet or exceed current industry standards.
U.S. Inland Waterways. Inland Services transports various commodities on the U.S. Inland Waterways in dry-cargo barges, primarily grain and grain by-products, fertilizer, steel products, containers and other dry bulk commodities. Grain cargoes primarily move south and originate in the major grain producing areas of the U.S. Industrial cargoes such as steel products (including steel coils), fertilizer and general cargo typically move north. Generally, Inland Services attempts to coordinate the logistical match-up of northbound and southbound movements of cargo to minimize repositioning costs and optimize barge usage. In addition to its barge and towboat activities, Inland Services owns and operates high-speed multi-modal terminal facilities for both dry and liquid commodities and barge fleeting locations in various areas of the U.S. Inland Waterway System.
Magdalena River. Inland Services primarily transports petroleum products outbound from central Colombia to the Caribbean Sea for export or distribution.
Parana-Paraguay Waterway. Inland Services, through its 50% noncontrolling interest in SCFCo, transports various commodities on the Parana-Paraguay Waterway in dry-cargo barges, primarily grains, iron ore, and other bulk commodities.
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Seasonality
The volume of grain transported from the major grain producing areas of the U.S. for export through the U.S. Gulf of Mexico is greatest during the period from mid-August through March. This period is particularly significant to Inland Services because pricing for hauling freight tends to peak during these months in response to higher demand for transportation services. The severity of winter weather can also impact operations and contribute to volatility in revenues and expenses. Harsh winters typically force the upper Mississippi River to close and restrict barge traffic from mid-December to mid-March. Ice can also hinder the navigation of barge traffic on the mid-Mississippi River, the Illinois River, and the upper reaches of the Ohio River. Significant closures could negatively affect Inland Services' utilization, and therefore its results of operations.
The Magdalena River basin has two rainy and two dry seasons annually. The lowest river levels occur from mid-December to mid-February and can cause difficult navigational conditions within the mid and upper river regions, potentially reducing the utilization of Inland Services’ barges in this region during that period.
On the Parana-Paraguay Waterway, water levels are typically lower during December and January and can make navigation difficult on the northern portion of the river. During this time period, barge traffic is primarily focused on transporting grains from Paraguay to Argentina.
Customers and Contractual Arrangements
Bulk Transportation Services. The primary customers for bulk transportation services are major grain exporters, farm cooperatives, importers and distributors of industrial materials, fertilizer companies, trading companies, oil companies and industrial companies. Inland Services’ pooled dry-cargo barges are typically employed on a voyage basis at agreed rates for tons moved and with users having specified days for loading and discharging the cargo. In the trade, this is referred to as a contract of affreightment. If the user exceeds the specified number of days for loading and discharging the barges, the user pays demurrage (revenue to compensate for using the assets longer than allowed by contract). For longer term contracts of affreightment, base rates may be adjusted in response to changes in fuel prices and other operating expenses. Some term contracts provide for the transport of a minimum number of tons of cargo or specific transportation requirements for a particular customer. Inland Services may also lease out barges (“bareboat charter”) to competitors or cargo owners with all expenses being the responsibility of the lessee. Such leases are typically at a fixed rate per day and the duration may vary from short periods necessary for the lessee to perform a single voyage to multi-year charters. Inland Services’ inland river liquid tank barges and specialty barges are operated under term contracts ranging from one to five years.
Port & Infrastructure Services. The primary customers for port and infrastructure services are similar to those of bulk transportation services. Inland Services’ multi-modal terminals are marketed under contractual rates and terms driven by throughput volume. Inland Services' fleeting operations charge a day rate for holding barges in fleeting areas. Harbor boats pick up and drop off barges and assist in assembling tows that are moving up and down the river on line haul towboats. The service is provided for an agreed upon hourly charge. The harbor boats also perform shifting services, which include moving barges to and from the dock for loading and unloading. Typically, shifting is priced based on a fee per move. Inland Services’ fleeting operations also include cleaning, minor repairs to barges and line haul boat assists. Inland Services’ machine shop and shipyard repairs and upgrades towboats, repairs barges and other equipment and provides fabrication and dock repairs, which are charged either on an hourly basis or a fixed fee basis depending on the scope and nature of work.
Logistics Services. The primary customers for logistics services are shippers of raw materials, bulk and finished products. Over-the-road shipping costs, pollution and congestion of roadways are reduced by consolidating multiple containers onto a single barge for shipment. Inland Services also provides local drayage services. Inland Services’ logistics services are primarily marketed under contracted rates.
Managed Services. The primary customers for managed services are typically third-party asset owners.
In 2020, no single customer of Inland Services accounted for 10% or more of the Company's consolidated operating revenues. The ten largest customers of Inland Services accounted for approximately 63% of its operating revenues in 2020. The loss of one or more of its customers could have a material adverse effect on Inland Services’ results of operations.
Competitive Conditions
Bulk Transportation Services. The primary competitors for Inland Services’ bulk transportation services are other barge lines. Inland Services believes that 77% of the domestic dry-cargo hopper barge fleet is controlled by five companies. Railroads also compete for traffic that might otherwise move on the U.S. Inland Waterways.
Barriers to entry include complexity of operations, the difficulty of accumulating a sufficiently large asset base to cycle equipment efficiently, the challenge of hiring qualified personnel to oversee the complex logistics of exchanging equipment between fleets and long haul tows and executing timely placement for loading and discharging. In addition to these factors, Inland Services also benefits from long-term arrangements with key customers and SCF’s reputation for service.
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Inland Services believes the primary barriers to effective competitive entry into the Magdalena River and Parana-Paraguay Waterway markets are similar to those in the U.S. In addition, there are local flag requirements for equipment and local content requirements for operation. The primary competitive factors among established operators are price, availability, reliability and suitability of equipment for the various cargoes moved.
Port & Infrastructure Services. The primary competitors for port and infrastructure services are other terminal and fleet operators. Location and access to inland waterways, rail and roads are Inland Services' primary competitive advantages over other service providers.
Logistics Services. The primary competitors for logistics services are trucking companies and other logistics companies that transport shipping containers and provide drayage services. Location of facilities, road access and the proximity to the U.S. Inland Waterways are Inland Services' primary competitive advantages over other logistics providers.
Managed Services. The primary competitors for managed services are other third-party asset managers.
Witt O’Brien’s
Business, Services and Markets
Witt O’Brien’s, LLC (“Witt O’Brien’s”) provides crisis and emergency management services for both the public and private sectors. These services strengthen clients’ resilience and assist their response to natural and man-made disasters in four core areas:
Preparedness: planning, training, exercises and compliance services that enhance government and corporate disaster readiness.
Response: on-site emergency management services that strengthen clients’ ability to manage a disaster, such as a pandemic (COVID-19), an oil spill, vessel incident or hurricane impact.
Recovery: assisting qualifying clients to plan for, obtain and administer federal disaster recovery funds following major disasters.
Mitigation: helping clients reduce the impact of future disasters on operations and communities and helping them rebuild stronger after disasters occur.
Witt O’Brien’s contributed 12%, 13% and 16% of the Company's consolidated operating revenues during the years ended December 31, 2020, 2019 and 2018, respectively.
Witt O’Brien’s serves markets representing key areas of critical national infrastructure, including government, energy, transportation, healthcare and education, in the United States and abroad.
Customers and Contractual Arrangements
Witt O’Brien’s primary client sectors are government, shipping, energy, manufacturing, technology and education. Services are generally contracted on a project basis, under retainer agreements or through “stand-by” arrangements, whereby Witt O’Brien’s is pre-contracted to support a client if a given set of circumstances arises. Services are generally billed on a time-and-materials basis or through retainer arrangements.
In 2020, no single customer of Witt O'Brien's accounted for 10% or more of the Company's consolidated operating revenues. The ten largest customers of Witt O'Brien's accounted for approximately 73% of its operating revenues in 2020. The loss of one or more of its customers could have a material adverse effect on Witt O'Brien's results of operations.
Competitive Conditions
Each of the services that Witt O’Brien’s provides is offered by others with similar expertise and a roster of personnel with similar experience. Competitors primarily include large management consultant firms, engineering firms and smaller specialty consultant groups. The most important factors in obtaining work are technical credentials of personnel, availability, historical performance and pricing. As a result, there is significant competition for the opportunity of project-related services, activations or selections as the retained provider of services.
Other
The Company has other activities that primarily include:
Cleancor. CLEANCOR Energy Solutions LLC (“Cleancor”) designs, develops and maintains alternative energy and power solutions for end users looking to displace legacy petroleum-based fuels and adopt energy supplies that have a favorable environmental footprint. Cleancor provides liquefied natural gas (“LNG”) and compressed natural gas (“CNG”) fuel supply and logistics to commercial, industrial, agricultural and transportation customers and provides natural gas during pipeline supply interruptions due to planned maintenance or other curtailments.
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Noncontrolling investments in various other businesses. These investments primarily include sales, storage, and maintenance support for general aviation in Asia and an agricultural commodity trading and logistics business that is primarily focused on the global origination, and trading and merchandising of sugar and other commodities, pairing producers and buyers and arranging for the transportation and logistics of the product.
Government Regulation
The Company’s ownership, operation, construction and staffing of vessels is subject to significant regulation under various international, federal, state and local laws and regulations, including international conventions and ship registry laws of the nations under which the Company’s vessels are flagged.
Regulatory Matters
Domestically registered vessels are subject to extensive governmental regulation and oversight, including by the United States Coast Guard (“USCG”), the Occupational Safety and Health Administration ("OSHA"), the National Transportation Safety Board (“NTSB”), the U.S. Customs and Border Protection (“CBP”), the U.S. Environmental Protection Agency (“EPA”) and the U.S. Maritime Administration, as well as in certain instances, applicable state and local laws. These agencies establish safety requirements and standards and are authorized to investigate vessels and accidents and to recommend improved maritime safety standards.
Ocean Services and Inland Services are subject to regulation under the Jones Act and related U.S. cabotage laws, which restrict ownership and operation of vessels in the U.S. coastwise trade (defined as trade between points in the United States), including the transportation of cargo. Subject to limited exceptions, the Jones Act requires that vessels engaged in U.S. coastwise trade be built in the United States, registered under the U.S.-flag, manned by predominantly U.S. crews, and owned and operated by U.S. citizens within the meaning of the Jones Act. Violation of the Jones Act could prohibit operation of vessels in the U.S. coastwise trade during the period of such non-compliance, result in material fines and subject the Company’s vessels to seizure and forfeiture. Although the Company believes repeal of the Jones Act to be unlikely in the near term due to recent proclamations by the President, any such action could materially harm the Company’s business. For more information on the Jones Act, including certain stock ownership limitations designed to facilitate our compliance with it, see “Risk Factors” in Item 1A of this report.
Ocean Services and Inland Services operate vessels that are registered both in the United States and in a number of foreign jurisdictions. Vessels may be subject to the laws of the applicable jurisdiction as to ownership, registration, manning, environmental protection and safety. In addition, the Company’s vessels are subject to the requirements of a number of international conventions that are applicable to vessels depending on their jurisdiction of registration. Among the more significant of these conventions are: (i) the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto (“MARPOL”); (ii) the International Convention for the Safety of Life at Sea, 1974 and 1978 Protocols (“SOLAS”); and (iii) the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”).
The Maritime Labour Convention, 2006 (the “MLC”) establishes comprehensive minimum requirements for working conditions of seafarers including, among other things, conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare, and social security protection. The MLC defines the term "seafarer" to include all persons engaged in work on a vessel in addition to the vessel’s crew. As a result, the Company may be responsible for proving that customer and contractor personnel aboard its vessels have contracts of employment that comply with the MLC requirements. The Company could also be responsible for salaries and/or benefits of third parties that may board one of the Company’s vessels. The MLC requires certain vessels that engage in international trade to maintain a valid Maritime Labour Certificate issued by their flag administration. Although the United States is not a party to the MLC, U.S.-flag vessels operating internationally must comply with the MLC when calling on a port in a country that is a party to the MLC. The Company has developed and implemented a fleetwide action plan to comply with the MLC to the extent applicable to its vessels.
Certain of our commercial vessels are classed by an international classification society authorized by its country of registry and are subject to survey and inspection by shipping regulatory bodies. The international classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. All of Ocean Services’ vessels are subject to the periodic inspection, survey, dry-docking and maintenance requirements of the USCG, the American Bureau of Shipping (“ABS”), or other marine classification societies.
Under the Merchant Marine Act of 1936, the Company’s U.S.-flagged vessels are subject to requisitioning by the U.S. Government under certain terms and conditions during a national emergency, as described further under “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

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The Maritime Security Act of 1996 created the Maritime Security Program (the "MSP") and authorized annual payments, subject to annual Congressional appropriations, for privately-owned and militarily useful U.S.-flag vessel in exchange for commitments from the vessel owners to move U.S. military cargoes in the time of war or national emergency. Congress amended the MSP to increase the number of U.S.-flag vessels eligible to participate from 47 to 60 vessels and to incrementally increase the level of authorized payments under the program. In December of 2019, Congress extended the MSP through fiscal year 2035 and increased the authorized level of MSP payments in specific increments from the current annual rate of $5.0 million per vessel, to $5.2 million per vessel beginning in fiscal year 2021 and to higher amounts in later years. The Company currently has six vessels enrolled in the MSP. These vessels are under contract with the U.S. government through fiscal year 2025 and the Company anticipates that all six of these contracts will be extended in the near future through fiscal year 2035. MSP payments are subject to annual appropriations by Congress. In the event that Congress does not fully fund the MSP, the Maritime Security Act permits MSP participants, including the Company, to re-flag their vessels under foreign registry under an expedited procedure.
The Company is required by various governmental and quasi-governmental agencies to obtain permits, licenses and certificates with respect to its vessels. The Company’s failure to maintain or comply with these authorizations could adversely impact its operations.
A wide range of domestic governmental agencies, including the USCG, the EPA, the U.S. Department of Transportation’s Office of Pipeline Safety, the Bureau of Ocean Energy Management, the Bureau of Safety and Environmental Enforcement, and certain individual states regulate vessels (and other structures) in accordance with the requirements of the Oil Pollution Act of 1990 (“OPA 90”) or under analogous state law. There is currently little uniformity among the regulations issued by these agencies and states, which increases the Company’s compliance costs and risk of non-compliance.
Although the Company faces risk when managing responses to third-party oil spills, a responder engaged in emergency and crisis activities has immunity from liability under federal law and all U.S. coastal state laws for any spills arising from its response efforts, except in the event of death or personal injury or as a result of its gross negligence or willful misconduct. The Company may also have derivative immunity when working under the orders of authorized federal officials.
Environmental Compliance
The Company is subject to extensive federal, state, local and international environmental and safety laws, regulations and to comprehensive international conventions, including those related to the discharge of oil and pollutants into waters regulated thereunder. Violations of these laws may result in civil and criminal penalties, fines, injunctions or other sanctions, any of which could be material.
The Company does not expect that it will be required to make capital expenditures in the near future that would be material to its financial position or operations to comply with environmental laws and regulations; however, because such laws and regulations frequently change and may impose increasingly strict requirements, the Company cannot predict the ultimate cost of complying with these laws and regulations.
OPA 90 establishes a regulatory and liability regime for the protection of the environment from oil spills. OPA 90 applies to owners and operators of facilities operating near navigable waters of the United States and owners, operators and bareboat charterers of vessels operating in U.S. waters, which include the navigable waters of the United States and the 200-mile Exclusive Economic Zone (“EEZ”) around the United States. For purposes of its liability limits and financial responsibility, and response planning requirements, OPA 90 differentiates between tank vessels (such as the Company’s petroleum and chemical carriers and liquid tank barges) and “other vessels” (such as the Company’s tugs and dry-cargo barges).
Under OPA 90, owners and operators of regulated facilities and owners and operators or bareboat charterers of vessels are “responsible parties” and may be jointly, severally and strictly liable for removal costs and damages arising from facility and vessel oil spills or threatened spills up to certain limits of liability as discussed further below. Damages are defined broadly to include: (i) injury to natural resources and the costs of remediation thereof; (ii) injury to, or economic losses resulting from the destruction of, real and personal property; (iii) net loss by various governmental bodies of taxes, royalties, rents, fees or profits; (iv) lost profits or impairment of earning capacity due to property or natural resources damage; (v) net costs of providing increased or additional public services necessitated by a spill response, such as protection from fire or other hazards or taking additional safety precautions; and (vi) loss of subsistence use of available natural resources.
OPA 90 limits liability for responsible parties for nontank vessels to the greater of $1,100 per gross ton or $939,800 and for tank vessels to the greater of $3,500 per gross ton or $25,845,600. These liability limits do not apply (a) if an incident is caused by the responsible party’s violation of federal safety, construction or operating regulations or by the responsible party’s gross negligence or willful misconduct, (b) if the responsible party fails to report the incident or to provide reasonable cooperation and assistance in connection with oil removal activities as required by a responsible official or (c) if the responsible party fails to comply with an order issued under OPA 90.

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The OPA 90 regulations also implement the financial responsibility requirements of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which imposes liability for discharges of hazardous substances, similar to OPA 90, and provides compensation for cleanup, removal and natural resource damages. Liability per vessel under CERCLA is limited to the greater of $300 per gross ton or $5.0 million, unless the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.
Under the Nontank Vessel Response Plan Final Rule, owners and operators of nontank vessels are required to prepare Nontank Vessel Response Plans. The Company expects its pollution liability insurance to cover spill removal costs, subject to coverage deductibles and limitations, including a cap of $1.0 billion. The Company’s business, financial position, results of operations or cash flows could be materially adversely affected if it incurs spill liability under circumstances in which the insurance carrier fails or refuses to provide coverage or the loss exceeds the Company’s coverage limitations.
MARPOL is the main international convention covering prevention of pollution of the marine environment by vessels from operational or accidental discharges. It is implemented in the United States pursuant to the Act to Prevent Pollution from Ships. Since the 1990s, the Department of Justice (“DOJ”) has been aggressively enforcing U.S. criminal laws against vessel owners, operators, managers, crewmembers, shoreside personnel and corporate officers related to violations of MARPOL. Violations have frequently related to pollution prevention devices, such as the oily-water separator, and include falsifying records, obstructing justice, and making false statements. In certain cases, responsible shipboard officers and shoreside officials have been sentenced to prison. In addition, the DOJ has required most defendants to implement a comprehensive environmental compliance plan (“ECP”) or risk losing the ability to trade in U.S. waters. If the Company is subjected to a DOJ prosecution, it could suffer significant adverse effects, including substantial criminal penalties and defense costs, reputational damages and costs associated with the implementation of an ECP.
The Clean Water Act (“CWA”) prohibits the discharge of “pollutants” into the navigable waters of the United States. The CWA also prohibits the discharge of oil or hazardous substances into navigable waters of the United States and the EEZ around the United States and imposes civil and criminal penalties for unauthorized discharges, thereby creating exposures in addition to those arising under OPA 90 and CERCLA.
The CWA also established the National Pollutant Discharge Elimination System (“NPDES”) permitting program, which governs discharges of pollutants into navigable waters of the United States. Pursuant to the NPDES program, the EPA has issued Vessel General Permits covering discharges incidental to normal vessel operations. The EPA issued the 2013 Vessel General Permit (“2013 VGP”) in early 2013 with an effective five-year period of December 19, 2013 to December 18, 2018. In light of the recent legislation described below, the 2013 VGP continues to apply to U.S.-flag and foreign-flag commercial vessels that are at least 79 feet in length and operate within the three-mile territorial sea of the United States. The 2013 VGP requires vessel owners and operators to adhere to “best management practices” to manage the covered discharges that occur normally in the operation of a vessel, including ballast water, and implements various training, inspection, monitoring, recordkeeping, and reporting requirements, as well as corrective actions upon identification of deficiencies. The Company has filed a Notice of Intent to be covered by the 2013 VGP for each of the Company's ships that operate in U.S. waters.
In late 2018, the U.S. Congress passed the Vessel Incidental Discharge Act (“VIDA”), which establishes a new framework for the regulation of vessel incident discharges. In October of 2020, the EPA published proposed performance standards for vessel incidental discharges, and the EPA is expected to publish final standards in 2021. VIDA requires the EPA to develop performance standards for those discharges within two years of enactment and requires the USCG to develop implementation, compliance, and enforcement regulations within two years of the EPA’s promulgation of standards. VIDA extends the 2013 VGP’s provisions, leaving them in effect until new regulations are final and enforceable. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the 2013 VGP, including submission of annual reports. The Company can provide no assurance when the new regulations and performance standards will be issued, nor can it predict what additional costs it may incur to comply with any such new regulations and performance standards.
Many countries have ratified and are thus subject to the liability scheme adopted by the International Maritime Organization (“IMO”) and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “1969 Convention”). Some of these countries have also adopted the 1992 Protocol to the 1969 Convention (the “1992 Protocol”). Under both the 1969 Convention and the 1992 Protocol, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil from ships carrying oil in bulk as cargo, subject to certain complete defenses. These conventions also limit the liability of the shipowner under certain circumstances, provided the discharge was not caused by the shipowner’s actual fault or intentional or reckless misconduct.
Vessels trading to countries that are parties to these conventions must provide evidence of insurance covering the liability of the owner. The Company believes that its Protection and Indemnity (“P&I”) insurance will cover any liability under these conventions, subject to applicable policy deductibles, exclusions and limitations.

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The United States is not a party to the 1969 Convention or the 1992 Protocol and, as a result, OPA 90, CERCLA, CWA and other federal and state laws apply in the United States as discussed above. In other jurisdictions where the 1969 Convention has not been adopted, various legislative and regulatory schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to that convention.
The International Convention on Civil Liability for Bunker Oil Pollution Damage, 2001 was adopted to ensure that adequate, prompt and effective compensation is available to persons who suffer damage caused by spills of oil when used as fuel by vessels. The convention applies to damage caused to the territory, including the territorial sea, and in the EEZs, of the countries that are party to it. Although the United States has not ratified this convention, U.S.-flag vessels operating internationally would be subject to it if they sail within the territorial waters of those countries that have implemented its provisions. The Company believes that its vessels comply with these requirements.
The National Invasive Species Act (“NISA”) was enacted in the United States in 1996 in response to growing reports of harmful organisms being released into United States waters through ballast water taken on by vessels in foreign ports. The USCG adopted regulations under NISA that impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering U.S. waters. All new vessels constructed on or after December 1, 2013, regardless of ballast water capacity, must comply with these requirements on delivery from the shipyard absent an extension from the USCG. Existing vessels with a ballast water capacity between 1,500 and 5,000 cubic meters must comply by their first scheduled dry-docking after January 1, 2014 or obtain a USCG extension. For non-exempt vessels, ballast water treatment equipment may be required to be utilized on the vessel. The Company believes that its vessels comply with these requirements.
Some U.S. states have enacted legislation or regulations to address invasive species through ballast water and hull cleaning management and permitting requirements, which in many cases have also become part of the state’s 2013 VGP certification. Other states may proceed with the enactment of similar requirements that could increase the Company’s costs of operating in state waters.
The IMO ratified the International Convention for the Control and Management of Ships’ Ballast Water Sediments on September 8, 2016, otherwise known as the Ballast Water Management Convention (the “BWM Convention”). The Company’s vessels that operate internationally will have to become compliant with international ballast water management regulations by their first renewal survey of the International Oil Pollution Prevention (“IOPP”) Certificate issued under MARPOL after September 8, 2017. Because the United States is not a party to the BWM Convention, those vessels may have to install an IMO approved ballast water management system (“BWMS”) or use one of the other management options under the BWM Convention.
The U.S. Endangered Species Act, related regulations and comparable state laws protect species threatened with possible extinction. Protection may include restrictions on the speed of vessels in certain ocean waters and may require the Company to change the routes of the Company’s vessels during particular periods or incur additional operating expenses.
The Clean Air Act (as amended, the “CAA”) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA also requires states to submit State Implementation Plans (“SIPs”), which are designed to attain national health-based air quality standards throughout the United States, including major metropolitan or industrial areas. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. The EPA and some states have each proposed more stringent regulations of air emissions from propulsion and auxiliary engines on oceangoing vessels.
MARPOL also addresses air emissions, including emissions of sulfur and nitrous oxide (“NOx”), from vessels, including a requirement to use low sulfur fuels worldwide in both auxiliary and main propulsion diesel engines on vessels. As of January 1, 2020, vessels worldwide are required to use fuel with a sulfur content no greater than 0.5%, which is a reduction from the prior sulfur limit of 3.5%. As a result of this reduction, fuel costs for vessel operators could rise dramatically as fuel supply options are constrained, which could adversely affect the Company’s profitability or its results of operations. MARPOL also imposes NOx emissions standards on installed marine diesel engines of over 130 kW output power other than those used solely for emergency purposes irrespective of the tonnage of the vessel into which such an engine is installed. The actual NOx limit is determined by a variety of factors, including the vessel’s construction date, the rated speed of the vessel’s engine, and the area in which the vessel is operating.
More stringent sulfur and NOx requirements apply in certain designated Emission Control Areas (“ECAs”). There are currently four ECAs worldwide: the Baltic Sea ECA, North Sea ECA, North American ECA and U.S. Caribbean ECA. As of January 1, 2015, vessels operating in an ECA must burn fuel with a sulfur content no greater than 0.1%. Further, marine diesel engines on vessels constructed on or after January 1, 2016 that are operated in an ECA must meet the stringent NOx standards described above.

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The Company’s operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are subject in the United States to the requirements of the Resource Conservation and Recovery Act (“RCRA”) or comparable state, local or foreign requirements. From time to time, the Company arranges for the disposal of hazardous waste or hazardous substances at offsite disposal facilities. The EPA has a longstanding policy that RCRA only applies after wastes are “purposely removed” from a vessel. As a general matter, with certain exceptions, vessel owners and operators are required to determine if their wastes are hazardous, obtain a generator identification number, comply with certain standards for the proper management of hazardous wastes, and use hazardous waste manifests for shipments to disposal facilities. Moreover, vessel owners and operators may be subject to more stringent state hazardous waste requirements. If such materials are improperly disposed of by third parties with which the Company contracts, the Company could potentially still be held liable for cleanup costs under applicable laws.
MARPOL also governs the discharge of garbage from ships. MARPOL defines certain sea areas, such as the “Wider Caribbean region,” requiring a higher level of protection than other areas of the sea.
Applicable MARPOL regulations provide for strict garbage management procedures and documentation requirements for all vessels and fixed and floating platforms. These regulations impose a general prohibition on the discharge of all garbage unless the discharge is expressly provided for under the regulations. The regulations have greatly reduced the amount of garbage that vessels are allowed to dispose of at sea and have increased the Company’s costs of disposing garbage remaining on board vessels at their port calls.
Various international conventions and federal, state and local laws and regulations have been considered or implemented to address the environmental effects of emissions of greenhouse gases, such as carbon dioxide and methane. The U.S. Congress has considered, but not adopted, legislation designed to reduce emission of greenhouse gases. At United Nations climate change conferences over the past few decades, various countries have agreed to specific international accords or protocols to establish limitations on greenhouse gas emissions. In 2015, various countries adopted the Paris Agreement, which seeks to reduce greenhouse gas emissions in an effort to slow global warming. While the U.S. signed the Paris Agreement in 2016, it formally withdrew from the agreement in 2020. In January 2021, the President issued an executive order announcing that the U.S. will be rejoining the Paris Agreement. The Paris Agreement does not specifically mention shipping.
The IMO has announced its intention to develop limits on greenhouse gases from international shipping and is working on proposed mandatory technical and operational measures to achieve these limits. The first step toward this goal occurred in October 2016, when the IMO adopted a system for collecting data on ships’ fuel-oil consumption, which will be mandatory and apply globally. In 2020, the IMO proposed amendments to MARPOL that would require vessels to combine a technical and an operation approach to reduce their carbon intensity. The measures are aimed at reducing carbon intensity of international shipping by 40% by 2030, compared to 2008.
Member states of the European Union are required to take steps to ensure that ships operating in the Baltic, the North Sea and the English Channel are using fuels with a sulfur content of no more than 0.1%. In addition, the European Parliament and E.U. Council have adopted a series of regulations that establish a system for monitoring, reporting and verifying emissions from vessels of 5,000 or more gross tons calling at E.U. ports.
In the United States, pursuant to an April 2007 decision of the U.S. Supreme Court, the EPA was required to consider whether carbon dioxide should be considered a pollutant that endangers public health and welfare, and thus subject to regulation under the CAA. In October 2007, the California Attorney General and a coalition of environmental groups petitioned the EPA to regulate greenhouse gas emissions from oceangoing vessels under the CAA. On December 1, 2009, the EPA issued an “endangerment finding” regarding greenhouse gases under the CAA. To date, the regulations proposed and enacted by the EPA regarding carbon dioxide have not specifically involved oceangoing vessels. Under MARPOL, vessels operating in designated ECAs are required to meet fuel sulfur limits and NOx emission limits, including the use of engines that meet the EPA standards for NOx emissions as discussed above.
Any future adoption of climate control treaties, legislation or other regulatory measures by the United Nations, IMO, United States, the European Union or other countries where the Company operates that restrict emissions of greenhouse gases could result in financial and operational impacts on the Company’s business (including potential capital expenditures to reduce such emissions) that the Company cannot predict with certainty at this time. In addition, there may be significant physical effects of climate change from such emissions that have the potential to negatively impact the Company’s customers, personnel, and physical assets any of which could adversely impact cargo levels, the demand for Company’s services or the Company’s ability to recruit personnel.
The Company seeks to manage exposure to losses from the above-described laws through its development of appropriate risk management programs, including compliance programs, safety management systems and insurance programs. Although the Company believes these programs mitigate its legal risk, there can be no assurance that any future regulations or requirements or any discharge or emission of pollutants by the Company will not have a material adverse effect on the Company’s business, financial position, results of operations or cash flows.
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Security
In recent years, the USCG, the IMO, states and local ports have adopted heightened security procedures relating to ports and vessels.
To implement certain portions of the the U.S. Maritime Transportation Security Act of 2002 (“MTSA”) in July 2003 the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, the IMO adopted amendments to SOLAS, known as the International Ship and Port Facility Security Code (the “ISPS Code”), creating a new chapter dealing specifically with maritime security. The chapter imposes various detailed security obligations on vessels and port authorities. Among the various requirements under MTSA and/or the ISPS Code are:
onboard installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;
onboard installation of ship security alert systems;
the development of vessel and facility security plans;
the implementation of a Transportation Worker Identification Credential program; and
compliance with flag state security certification requirements.
The USCG regulations, which are intended to align with international maritime security standards, generally deem foreign-flag vessels to be in compliance with MTSA vessel security measures provided such vessels have onboard a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. However, U.S.-flag vessels that are engaged in international trade must comply with all of the security measures required by MTSA, as well as SOLAS and the ISPS Code.
In response to these security programs and applicable regulations, the Company has implemented security plans and procedures for each of its U.S.-flag vessels, its terminal operation in Sauget, Illinois and its Port Dania facility in Dania Beach, Florida.
The International Safety Management Code (“ISM Code”), adopted by the IMO as an amendment to SOLAS, provides international standards for the safe management and operation of ships and for the prevention of marine pollution from ships. The United States enforces the ISM Code for all U.S.-flag vessels and those foreign-flag vessels that call at U.S. ports. All of the Company’s vessels that are 500 or more gross tons are required to be certified under the standards set forth in the ISM Code’s safety and pollution protocols. The Company also voluntarily complies with these protocols for some vessels that are under the mandatory 500 gross ton threshold. Under the ISM Code, vessel operators are required to develop an extensive safety management system (“SMS”) that includes, among other things, the adoption of a written system of safety and environmental protection policies setting forth instructions and procedures for operating their vessels subject to the ISM Code, and describing procedures for responding to emergencies. The Company has developed such a safety management system. These SMS policies apply to both the vessel and shore-side personnel and are vessel specific. The ISM Code also requires a Document of Compliance (“DOC”) to be obtained for the vessel manager and a Safety Management Certificate (“SMC”) to be obtained for each vessel subject to the ISM Code that it operates or manages. The Company has obtained DOCs for its shore-side offices that have responsibility for vessel management and SMCs for each of the vessels that such offices operate or manage.
Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. For example, the USCG authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading to United States ports.
Industry Hazards and Insurance
Vessel operations involve inherent risks associated with carrying large volumes of cargo and rendering services in a marine environment. Hazards include adverse weather conditions, collisions, fire and mechanical failures, which may result in death or injury to personnel, damage to equipment, loss of operating revenues, contamination of cargo, pollution and other environmental damages and increased costs. The Company maintains hull, liability and war risk, general liability, workers compensation and other insurance customary in the industries in which the Company operates. The Company believes it will be able to renew any expiring policy without causing a material adverse effect on the Company. The Company also conducts training and safety programs to promote a safe working environment and minimize hazards.
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Employees and Human Capital Management
As of December 31, 2020, the Company employed 2,195 individuals. In the United States, a total of 811 employees in Ocean Services and Inland Services are unionized under collective bargaining agreements that expire at varying times through August 31, 2022.
Management considers relations with its employees to be satisfactory.
The Company’s health and safety programs are designed to address applicable regulations as well as the specific hazards and work environments of each of our vessels and shore-based facilities. The Company regularly conducts safety reviews at each of its locations to ensure compliance with applicable regulations and all policies and procedures. In addition, the Company utilizes metrics to assess the performance of its health and safety policies and procedures.
Since the onset of the COVID-19 pandemic, the health and safety of the Company’s employees has been its highest priority. The Company immediately implemented several changes to enhance COVID-19 safety and mitigate related health risks in its work environment. For the Company’s non-vessel locations and operations, these included additional contactless hand sanitizing stations, protective equipment, social distancing guidelines, and increased cleaning and sanitization. For the Company's vessel operations, these included personal protective equipment to all crew members, electronic approval system for any visitors/vendors boarding its vessels, and depending upon vessel type and location, either pre-boarding COVID-19 screening questionnaires, pre-boarding COVID-19 testing or sanitization and cleaning between crew changes.
To retain our employees we offer competitive pay and comprehensive benefit programs including medical, dental and vision care, life and disability insurance coverage as well as a defined contribution plan with a company match.
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ITEM 1A. RISK FACTORS
Summary of Risk Factors
The Company’s results of operations, financial condition and cash flows may be adversely affected by numerous risks. Material risks that the Company is aware of are summarized and described in more detail below, but there could be risks of which the Company is not aware or risks that could be material that are not identified as such at this time. Carefully consider the risks summarized and described in detail below, as well as the other information that has been provided in this Annual Report on Form 10-K. Additional risks and circumstances, not presently known to management, or perceived as a threat, may exist or materialize and could also impair the Company’s business operations. Material risks that may affect our business, operating results and financial condition include, but are not necessarily limited to, those relating to:
Risks Related to Our Business
the COVID-19 outbreak and its impact on the global economy;
construction of refined petroleum product, natural gas or crude oil pipelines;
declining demand for our products or changes in existing methods of delivery;
loss of customers or marketing agreements;
increase in the supply of vessels, barges or equipment the Company operates could have an adverse impact on the rates earned by the Company’s vessels, barges and equipment;
inability to renew or replace expiring customer contracts;
the lease from third parties of certain vessels the Company operates;
exposure to liability from hazards customary for the operation of vessels;
failure to successfully complete construction or conversion of the Company’s vessels, repairs, maintenance or routine dry-dockings on schedule and on budget;
unexpected dry-dock costs for the Company’s vessels;
the aging infrastructure on the U.S. Inland Waterways may lead to increased costs and disruptions in Inland Services’ operations;
Risks Related to the Merger Agreement
the announcement and pendency of our acquisition pursuant to the Merger Agreement;
delay or disruption to the proposed acquisition due to failure to satisfy various conditions;
failure to complete the tender offer and the merger;
litigation connected to the Merger Agreement;
restrictions on business operations imposed by the Merger Agreement prior to closing;
the Merger Agreement contains provisions that could discourage a third party from acquiring us prior to the completion of the tender offer and the merger;
if the tender offer and the merger are completed, our current stockholders will forego any future increase in our value;
our executive officers and directors may have interests that are different from, or in addition to, those of our stockholders generally;
Risks Related to Our Financial Results, Finances and Capital Structure
risks associated with the Company’s debt structure;
exposure to risks based on hedging activities;
the potentially limited ability to access capital markets;
certain foreign currency, interest rate, fixed-income, equity and commodity price risks;
maintaining the Company’s current fleet size and configuration and acquiring vessels required for additional future growth;
risks related to internal control over financial reporting;
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Increased security and inspection procedures and tighter import and export controls could increase costs and disrupt the Company’s business;
risks related to Inland Services;
Risks Related to Our Common Stock
adverse affect on the liquidity of the Company’s Common Stock that may occur due to the restrictions in the Company’s Certificate of Incorporation and By-Laws;
if non-U.S. citizens own more than 22.5% of SEACOR’s Common Stock, the Company may not have the funds or the ability to redeem any excess shares and it could be forced to suspend its operations in the U.S. coastwise trade;
adverse affect on the market price of the Company’s Common Stock that may occur due to significant exercises of stock options or conversion of convertible debt;
Risks Related to Legal, Tax and Regulatory Matters
changes in U.S. policies governing foreign trade, international travel, immigration, manufacturing and foreign investment;
the potential for adverse results of legal proceedings;
risks associated with international operations;
the Company and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities if there is a determination that the Spin-off was taxable for U.S. federal income tax purposes;
potential liability in connection with the Company’s provision of spill response services, as well as its obligations relating to the Deepwater Horizon incident;
repeal, Amendment, Suspension or Non-Enforcement of the Jones Act would result in additional competition for Ocean Services and Inland Services;
the Company’s potential inability to sell off its business due to restrictions on non-U.S. citizen ownership of the its vessels;
compliance with complex laws and regulations, including environmental laws and regulations.
Risks Related to Our Business
The COVID-19 outbreak has and will likely continue to negatively affect the global economy and could have a material adverse effect on the Company's businesses, results of operations and financial condition. On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The COVID-19 pandemic, and the responses of governments worldwide to COVID-19, are having a negative impact on regional, national and global economies and reducing international trade and business activity. The pandemic has caused many governments throughout the world to implement stay-at-home orders, quarantines, significant restrictions on travel and other social distancing measures including restrictions that prohibit many employees from commuting to their customary work locations. Many of these restrictions have remained in place for months and in light of recent increases in infections rates, as well as the emergence of more contagious strains of the virus, may continue in one fashion or another for the foreseeable future. The impact of the COVID-19 pandemic may impact our business in a variety of ways, including, but not limited to:
Our ability to operate, as well as our partners' and/or customers' ability to operate in affected areas, has been and may continue to be hindered, which may cause our business and operating results to decline.
Customers may have difficulty meeting their payment obligations to us.
A significant outbreak out one or more facilities utilized by us to perform maintenance on our vessels could delay both scheduled and unscheduled repair and maintenance activities.
To the extent a number of our employees, including our executive officers, are impacted in significant numbers by the virus and are not available to work, our business and operating results may be negatively impacted.
The extent of the impact of the COVID-19 pandemic on our business, financial performance and liquidity, will depend on future developments, including the duration and severity of the pandemic, as well the timing of the global availability of vaccines and other therapeutic measures, none of which can be predicted.
Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently foreseeable, could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. Furthermore, our business could be adversely affected in the future by the effects of other health epidemics and the widespread outbreak of different contagious diseases other than COVID-19.
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Although the COVID-19 pandemic has not to date had a material effect on the Company's businesses or the Company’s liquidity, it is a dynamic and continuously evolving phenomenon and the ultimate severity of the outbreak is uncertain at this time. If the pandemic worsens or additional restrictions are implemented to contain the outbreak, the Company may experience a material and adverse effect on its business, results of operations and financial condition.
Construction of additional refined petroleum product, natural gas or crude oil pipelines could have a material adverse effect on Ocean Services’ revenues. Long-haul transportation of refined petroleum products, crude oil and natural gas is generally less costly by pipeline than by ship. Existing pipeline systems are either insufficient to meet demand in, or do not reach, all of the markets served by Ocean Services’ petroleum and chemical carriers. As a result, the Company’s customers require the services provided by Ocean Services to meet demand. However, the construction and operation of new pipeline segments could replace the demand for Ocean Services’ services and have a material adverse effect on Ocean Services’ business.
Revenues from Ocean Services could be adversely affected by a decline in demand for domestic refined petroleum products, crude oil or chemical products, or a change in existing methods of delivery or consumption. A reduction in domestic consumption of refined petroleum products, crude oil or chemical products, whether as a result of a general economic slow-down, a dynamic global event such as the COVID-19 pandemic, or the availability of other sources of energy, or the widespread adoption of alternatives to engines that utilize oil and oil derivatives such as electronic engines for cars, trucks and other vehicles, as well as the development of alternative methods of delivery of such products, or an increase in domestic sources of such products or in refining capacity, could reduce demand for the Company’s services.
Ocean Services, Inland Services and Witt O’Brien’s rely on several customers and marketing agreements for a significant share of their revenues, the loss of any of which could adversely affect each of their businesses and operating results. As of December 31, 2020, one Ocean Services customer accounted for 10% of the Company’s consolidated operating revenues. While no other business had a single customer account for more than 10% of the Company's consolidated operating revenues, each do have customers that are significant to their results and the portion of Ocean Services, Inland Services and Witt O’Brien’s revenues attributable to any single customer may change over time, depending on the level of relevant activity by any such customer, the segment’s ability to meet the customer’s needs and other factors, many of which are beyond the Company’s control. The loss by any segment of business from a significant customer could have a material adverse effect on such segment’s or the Company’s business, financial condition, results of operations and cash flows. Further, to the extent any of the Company’s customers experience an extended period of operating difficulty, the Company’s revenues, results of operations and cash flows could be materially adversely effected.
Consolidation of the Company’s customer base could adversely affect demand for its services and reduce its revenues. In recent years, oil and natural gas companies, energy companies, major grain exporters and farm cooperatives, importers and distributors of industrial materials, agricultural companies, fertilizer companies, trading companies, and industrial companies, which make up a significant portion of the Company’s customer base, have undergone substantial consolidation and additional consolidation is possible. Consolidation results in fewer companies to charter or contract for the Company’s services, which could adversely affect demand for the Company’s petroleum and chemical carriers thereby reducing the Company’s revenues.
An increase in the supply of vessels, barges or equipment the Company operates could have an adverse impact on the rates earned by the Company’s vessels, barges and equipment. The Company’s industry is highly competitive, with vessel oversupply and intense price competition. Expansion of the supply of vessels, barges and equipment would further increase competition in the markets in which the Company operates. The refurbishment of disused or “mothballed” vessels and barges, conversion of vessels from other uses or construction of new vessels, barges and equipment could all add vessel, barge and equipment capacity to current worldwide levels. A significant increase in vessel, barge and equipment capacity could lower rates and result in lower operating revenues.
The Company may not be able to renew or replace expiring contracts for its vessels. The Company’s ability to renew or replace expiring contracts or obtain new contracts, and the terms of any such contracts, for the use of its vessels will depend on various factors, including market conditions and the specific needs of the Company’s customers. Given the highly competitive and historically cyclical nature of the Company’s industry, the Company may not be able to renew or replace the contracts or may be required to renew or replace expiring contracts or obtain new contracts at rates that are below, and potentially substantially below, existing rates, or that have terms that are less favorable to the Company than its existing contracts. In addition, price competition tends to increase in distressed economic environments. Further, newer, more technologically advanced vessels may be more desirable, and the presence of those vessels in our fleets and those of our competitors may decrease the demand for other vessels in our fleet and decrease the resale value of those other vessels. This could have a material adverse effect on the Company’s financial condition, results of operations and cash flows.
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The Company leases certain of the vessels it operates. Certain vessels operated by the Company are leased from third parties. The Company is exposed to the risk that the vessel owner may be unwilling or unable to continue to renew the leasing arrangement in the future on terms favorable to the Company or at all. If any such leases are terminated, the Company's ability to provide services to its customers could be adversely impacted.
The Company is subject to hazards customary for the operation of vessels that could disrupt operations and expose the Company to liability. The operation of petroleum and chemical carriers, short-sea container, Roll On/Roll Off vessels, Pure Car/Truck Carriers, bulk carriers, towboats, tugs and barges is subject to various risks, including catastrophic disaster, adverse weather, mechanical failure and collision. For instance, the Company’s operations in the U.S. Gulf of Mexico, Atlantic Ocean and Caribbean Sea may be adversely affected by weather, including severe hurricanes and tropical storms, which have adversely affected the Company in the past. Tropical storms and hurricanes may limit the Company’s ability to operate its vessels in the proximity of storms, reduce development and production activity, result in the Company incurring additional expenses to secure equipment and facilities or require the Company to evacuate its vessels, personnel and equipment out of the path of a storm. Additional risks to vessels include adverse sea conditions, capsizing, grounding, oil and hazardous substance spills and navigation errors. These risks could endanger the safety of the Company’s personnel, equipment, cargo and other property, as well as the environment. If any of these events were to occur, the Company could be held liable for resulting damages, including loss of revenues from or termination of charter contracts, higher insurance rates or loss of insurance, increased operating costs, increased governmental regulation and reporting and damage to the Company’s reputation and customer relationships. Any such events would likely result in negative publicity for the Company and adversely affect its safety record, which would likely affect demand for the Company’s services. In addition, the affected vessels could be removed from service and would then not be available to generate revenues.
The failure to successfully complete construction or conversion of the Company’s vessels, repairs, maintenance or routine dry-dockings on schedule and on budget could adversely affect the Company’s financial position, results of operations and cash flows. From time to time, the Company may have a number of vessels under conversion and may plan to construct or convert other vessels in response to current and future market conditions. The Company also routinely engages shipyards to dry-dock vessels for regulatory compliance and to provide repair and maintenance services. Construction and conversion projects and dry-dockings are subject to risks of delay and cost overruns, resulting from shortages of equipment, lack of shipyard availability, unforeseen engineering problems, work stoppages, weather interference, unanticipated cost increases, inability to obtain necessary certifications and approvals, and shortages of materials or skilled labor and, potentially, the outbreak of communicable diseases at the yards, such as COVID-19. A significant delay in either construction or dry-dockings could have a material adverse effect on contract commitments and revenues with respect to vessels under construction, conversion or undergoing dry-dockings. Significant cost overruns or delays for vessels under construction, conversion or retrofit could also adversely affect the Company’s financial position, results of operations and cash flows.
The Company may face unexpected dry-dock costs for its vessels. Vessels must be dry-docked periodically for inspection and maintenance, and in the event of accidents or other unforeseen damage. The cost of repairs and renewals required at each dry-dock are difficult to predict with certainty, can be substantial and the Company's insurance may not cover these costs. Vessels in dry-dock will generally not generate any income. Large dry-docking expenses could adversely affect the Company’s results of operations and cash flows. In addition, the time when a vessel is out of service for maintenance is determined by a number of factors including regulatory deadlines, market conditions, shipyard availability and customer requirements. Large dry-docking expenses and longer than anticipated off-hire time could adversely affect the Company’s business, financial condition, results of operations and cash flows.
The aging infrastructure on the U.S. Inland Waterways may lead to increased costs and disruptions in Inland Services’ operations. Many of the locks and dams on the U.S. Inland Waterways were built early in the last century, and their age makes them costly to maintain and susceptible to unscheduled maintenance outages. Delays caused by malfunctioning locks and dams could increase Inland Services’ operating costs and delay the delivery of cargoes. Moreover, in the future, increased taxes could be imposed on users of the U.S. Inland Waterways to fund necessary infrastructure improvements, and such increases may not be recoverable by Inland Services through pricing increases. In addition, infrastructure improvements in other such modes of transportation could result in increased competition for inland barge transport relative to other modes of transportation if such other modes of transportation become more economical or accessible. The foregoing risks could make inland barge transport less competitive than rail and other modes of transportation, and could adversely impact Inland Services’ results of operations and cash flows.
Maintaining the Company’s current fleet size and configuration and acquiring vessels required for additional future growth require significant capital. Expenditures required for the repair, certification and maintenance of a vessel typically increase with vessel age. These expenditures may increase to a level at which they are not economically justifiable and, therefore, to maintain the Company’s current fleet size, it may seek to construct or acquire additional vessels. Also, customers may prefer modern vessels over older vessels, especially in weaker markets and some potential customers may not be willing to use vessels older than a specified age, even if the vessel has been subsequently rebuilt. The cost of adding a new
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vessel to the Company’s fleet can be substantial. The Company can give no assurance that it will have sufficient capital resources to build or acquire the vessels required to expand or to maintain its current fleet size and vessel configuration.
Ocean Services' participation in the MSP subjects the Company to certain financial risks. As noted in "Item 1. Government Regulation - Regulatory Matters" on this report, the Company currently receives an annual fee per vessel for participating in the MSP. These payments are subject to annual appropriations by the U.S. Congress. Although Congress has fully funded this program since its inception in 1996, there is no guarantee that it will continue to do so in the future. Moreover, supplemental revenues earned under this program for carrying U.S. governmental cargoes are volatile and depend substantially on the level of U.S. military and other government-impelled cargoes.
Inland Services’ results of operations could be adversely affected by the decline in U.S. grain exports. Inland Services’ business is significantly affected by the volume of grain exports handled through ports in the U.S. Gulf of Mexico. Grain exports can vary due to a number of factors including crop harvest yield levels in the United States and abroad, the demand for grain in the United States and international trade wars. A shortage of available grain overseas can increase demand for U.S. grain. Conversely, an abundance of grain overseas, or international tariffs on U.S. grain, can decrease demand for U.S. grain. For example, the deteriorating trade relationship between the U.S. and China has caused decreased demand for U.S. grain overseas. A decline in exports could result in excess barge capacity, which would likely lower freight rates earned by Inland Services and, in turn, Inland Services’ results of operations.
Inland Services could experience variation in freight rates. Freight transportation rates may fluctuate as the volume of cargo and availability of barges change. The volume of freight transported on inland waterways may vary as a result of various factors, such as global economic conditions and business cycles, domestic and international agricultural production and demand, and foreign currency exchange rates. Barge participation in the industry can also vary year-to-year and is dependent on the number of barges built and retired from service. Extended periods of high barge availability and low cargo demand could adversely impact Inland Services.
Inland Services’ results of operations are affected by seasonal activity. Inland Services’ business is seasonal, and its quarterly revenues and profits have historically been lower in the first and second quarters of the year and higher in the third and fourth quarters, during the grain harvest. Expenses are not incurred and recognized evenly throughout the year. Because of these factors, Inland Services’ quarterly operating results may be uneven and may be marked by lower revenues and earnings in some quarters than in others.
Inland Services’ results of operations could be materially and adversely affected by fuel price fluctuations. Primarily, Inland Services purchases towboat and fleeting services from third party vendors. The price of these services can rise when fuel prices escalate and could adversely impact Inland Services’ results of operations and cash flows.
Risks Related to the Merger Agreement
The announcement and pendency of our acquisition by Parent pursuant to the Merger Agreement could have an adverse effect on our business, financial conditions and operations. The announcement and pendency of the proposed acquisition could negatively affect the Company’s financial performance, operating results, share price, and the Company’s relationship with customers, suppliers, other business partners, management and employees.
The proposed acquisition by Parent is subject to satisfying various conditions that may delay or prevent the completion of the acquisition. The completion of the tender offer and the merger are subject to a number of conditions, including (i) that the number of SEACOR common stock validly tendered and “received” (as defined in Section 251(h)(6) of the Delaware General Corporation Law), and not validly withdrawn, prior to the expiration of the tender offer, together with the number of common stock then-owned by Parent or its affiliates represent one more share than 66 and 2/3% of the total number of common stock shares outstanding at the expiration of the tender offer, (ii) the accuracy, subject to various standards, of the Company’s representations and warranties contained in the Merger Agreement and (iii) the absence of a Company Material Adverse Effect (as defined in the Merger Agreement). Even though we and the other parties to the Merger Agreement are required to use reasonable best efforts to satisfy these conditions, we can give no assurance that all such conditions will be satisfied. For instance, upon the initial expiration of the tender offer, less than the required number of shares were tendered and Parent extended the offer as required by the Merger Agreement. No assurance can be given that the extension of the deadline will, either in isolation or with other amendments to the terms of the merger, be sufficient to cause the requisite number of shares to be tendered.
Failure to complete the tender offer and the merger could negatively affect our operating results, prospects and financial condition. We cannot assure that the tender offer and the merger will be completed. If the tender offer and the merger are not completed, we will be subject to several risks. The failure to close may impair the Company’s ability to attract, retain and motivate key personnel, and could cause partners and others to seek to change existing business relationships with the Company. Further, we have incurred and will incur significant costs in connection with the tender offer and the merger, including the diversion of management resources, for which we will have received little or no benefit if the tender offer and the merger are not consummated. In addition, the Merger Agreement provides that, upon termination of the Merger Agreement
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