SEACOR HOLDINGS INC /NEW/ - FORM 8-K - EX-99.2 - EXHIBIT 99.2 - June 2, 2017

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SEACOR HOLDINGS INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
SEACOR Marine Spin-Off
At 11:59 p.m., New York City time, on June 1, 2017 (the “Distribution Date”), SEACOR Holdings Inc. (“SEACOR Holdings” and together with its subsidiaries the “Company”) completed the spin-off (the “Spin-Off”) of SEACOR Marine Holdings Inc. (“SEACOR Marine”), the company that operated SEACOR Holding’s offshore marine services business segment, by means of a dividend to SEACOR Holding’s shareholders of all of the issued and outstanding common stock of SEACOR Marine. SEACOR Marine filed a Registration Statement on Form 10 with the Securities and Exchange Commission describing the Spin-Off that was declared effective on May 11, 2017. Prior to the completion of the Spin-Off, SEACOR Holdings and SEACOR Marine entered into a distribution agreement and several other agreements that will govern their post-Spin-Off relationship. SEACOR Marine is now an independent company with its common stock listed on the New York Stock Exchange under the symbol “SMHI”.
On the Distribution Date, SEACOR Holding’s shareholders of record as of the close of business on May 22, 2017 received 1.005 shares of SEACOR Marine common stock for each share of SEACOR Holdings common stock held. SEACOR Holdings no longer beneficially owns any shares of SEACOR Marine common stock and will not consolidate SEACOR Marine’s financial results for periods after the Distribution Date.
Pro Forma Financial Information
The following unaudited pro forma financial statements are derived from SEACOR Holding’s historical financial statements. The pro forma adjustments give effect to the Spin-Off as described in the notes to the unaudited pro forma financial statements. The unaudited pro forma statements of income for the fiscal year ended December 31, 2016 and for the three months ended March 31, 2017 give effect to the Spin-Off as if it had occurred immediately preceding the periods presented. The unaudited pro forma balance sheet as of March 31, 2017, gives effect to the Spin-Off as if it had occurred on March 31, 2017.
The pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma financial statements. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and expectations, and the Company believes such assumptions are reasonable under the circumstances.
In addition to the Spin-Off, the Company consummated a number of transactions subsequent to March 31, 2017 which are not reflected in the following unaudited pro forma financial statements, including:
•
The purchase of $6.0 million in principal amount of the Company’s 7.375% Senior Notes for $6.1 million in the aggregate.
•
The purchase of $8.2 million in principal amount of the Company’s 2.5% Convertible Senior Notes for $8.3 million in the aggregate.
•
The repurchase of 110,298 shares of SEACOR common stock for treasury for an aggregate purchase price of $7.6 million from its employees to cover their tax withholding obligations related to share award transactions.
The unaudited pro forma financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of and do not purport to represent, what SEACOR Holdings’s financial condition or operating results would have been had the Spin-Off occurred on the dates indicated or what SEACOR Holding’s future financial condition or operating results will be after giving effect to the completion of the Spin-Off. The pro forma financial information also does not reflect certain financial and operating benefits SEACOR Holdings expects to realize as a result of the Spin-Off as such benefits are judgmental and not factually supportable. The pro forma financial information information was based on and derived from SEACOR Holding’s audited consolidated financial statements and SEACOR Holding’s unaudited condensed consolidated financial statements and should be read in conjunction with SEACOR Holding’s historical financial statements and accompanying notes.

1


SEACOR Holdings Inc.
Condensed Consolidated Statement of Income
Three months ended March 31, 2017
(in thousands, except share data, unaudited)
 
 
Actual
 
Spin Distribution(1)
 
Pro Forma
Operating Revenues
 
$
190,447

 
$
(34,304
)
 
$
156,143

Costs and Expenses:
 
 
 
 
 
 
Operating
 
143,964

 
(33,379
)
 
110,585

Administrative and general
 
35,427

 
(13,132
)
 
22,295

Depreciation and amortization
 
30,397

 
(12,503
)
 
17,894

 
 
209,788

 
(59,014
)
 
150,774

Gains (Losses) on Asset Dispositions and Impairments, Net
 
4,631

 
(4,819
)
 
(188
)
Operating Income (Loss)
 
(14,710
)
 
19,891

 
5,181

Other Income (Expense):
 
 
 
 
 
 

Interest income
 
2,813

 
(850
)
 
1,963

Interest expense
 
(13,474
)
 
3,182

 
(10,292
)
Guarantee fees
 
—

 
76

 
76

Marketable security gains, net
 
32,574

 
(11,738
)
 
20,836

Derivative gains, net
 
3,075

 
89

 
3,164

Foreign currency gains, net
 
1,210

 
189

 
1,399

Other, net
 
194

 
1

 
195

 
 
26,392

 
(9,051
)
 
17,341

Income Before Income Tax Expense and Equity in Earnings of 50% or Less Owned Companies
 
11,682

 
10,840

 
22,522

Income Tax Expense
 
1,572

 
3,206

 
4,778

Income Before Equity in Earnings of 50% or Less Owned Companies
 
10,110

 
7,634

 
17,744

Equity in Earnings of 50% or Less Owned Companies, Net of Tax
 
546

 
(438
)
 
108

Net Income
 
10,656

 
7,196

 
17,852

Net Income attributable to Noncontrolling Interests in Subsidiaries
 
6,573

 
204

 
6,777

Net Income attributable to SEACOR Holdings Inc.
 
$
4,083

 
$
6,992

 
$
11,075

 
 
 
 
 
 
 
Basic Earnings Per Common Share of SEACOR Holdings Inc.
 
$
0.24

 
 
 
$
0.64

Diluted Earnings Per Common Share of SEACOR Holdings Inc.
 
$
0.24

 
 
 
$
0.63

 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
Basic
 
17,074,043

 
 
 
17,226,679

Diluted
 
17,363,839

 
 
 
17,475,749


2


SEACOR Holdings Inc.
Condensed Consolidated Statement of Loss
Year ended December 31, 2016
(in thousands, except share data, unaudited)
 
 
Actual
 
Spin Distribution(2)
 
Pro Forma
Operating Revenues
 
$
830,985

 
$
(215,636
)
 
$
615,349

Costs and Expenses:
 
 
 
 
 
 
Operating
 
597,813

 
(166,925
)
 
430,888

Administrative and general
 
138,581

 
(54,265
)
 
84,316

Depreciation and amortization
 
124,933

 
(58,069
)
 
66,864

 
 
861,327

 
(279,259
)
 
582,068

Losses on Asset Dispositions and Impairments, Net
 
(142,205
)
 
116,222

 
(25,983
)
Operating Income
 
(172,547
)
 
179,845

 
7,298

Other Income (Expense):
 
 
 
 
 
 
Interest income
 
19,339

 
(4,458
)
 
14,881

Interest expense
 
(49,726
)
 
10,008

 
(39,718
)
Guarantee fees
 
—

 
315

 
315

Debt extinguishment gains, net
 
5,184

 
—

 
5,184

Marketable security losses, net
 
(32,199
)
 
45

 
(32,154
)
Derivative losses, net
 
(10,225
)
 
(2,995
)
 
(13,220
)
Foreign currency gains (losses), net
 
(1,868
)
 
3,312

 
1,444

Other, net
 
(20,206
)
 
1,490

 
(18,716
)
 
 
(89,701
)
 
7,717

 
(81,984
)
Loss Before Income Tax Benefit and Equity in Losses of 50% or Less Owned Companies
 
(262,248
)
 
187,562

 
(74,686
)
Income Tax Benefit
 
(93,830
)
 
62,508

 
(31,322
)
Loss Before Equity in Losses of 50% or Less Owned Companies
 
(168,418
)
 
125,054

 
(43,364
)
Equity in Losses of 50% or Less Owned Companies, Net of Tax
 
(27,354
)
 
6,314

 
(21,040
)
Net Loss
 
(195,772
)
 
131,368

 
(64,404
)
Net Income attributable to Noncontrolling Interests in Subsidiaries
 
20,125

 
1,103

 
21,228

Net Loss attributable to SEACOR Holdings Inc.
 
$
(215,897
)
 
$
130,265

 
$
(85,632
)
 
 
 
 
 
 
 
Basic Loss Per Common Share of SEACOR Holdings Inc.
 
$
(12.76
)
 
 
 
$
(5.06
)
Diluted Loss Per Common Share of SEACOR Holdings Inc.
 
$
(12.76
)
 
 
 
$
(5.06
)
 
 
 
 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
 
 
 
Basic
 
16,914,928

 
 
 
16,914,928

Diluted
 
16,914,928

 
 
 
16,914,928



3


SEACOR Holdings Inc.
Condensed Consolidated Balance Sheet
March 31, 2017
(in thousands, unaudited)
 
Actual
 
Spin Distribution(3)
 
Pro Forma
ASSETS
 
 
 
 
 
Current Assets:
 
 
 
 
 
Cash and cash equivalents
$
418,903

 
$
(184,209
)
 
$
234,694

Restricted cash
4,065

 
(1,811
)
 
2,254

Marketable securities
98,189

 
(785
)
 
97,404

Trade and other receivables
196,519

 
(56,981
)
 
139,538

Receivable from SEACOR Marine
—

 
9,495

 
9,495

Inventories
19,385

 
(3,421
)
 
15,964

Prepaid expenses and other
8,998

 
(3,068
)
 
5,930

Total current assets
746,059

 
(240,780
)
 
505,279

Property and Equipment, Net
1,687,451

 
(638,364
)
 
1,049,087

Investments, at Equity, and Advances to 50% or Less Owned Companies
297,162

 
(114,767
)
 
182,395

Construction Reserve Funds
147,955

 
(83,477
)
 
64,478

Goodwill
32,787

 
—

 
32,787

Intangible Assets, Net
19,519

 
—

 
19,519

Other Assets
24,045

 
(6,176
)
 
17,869

 
$
2,954,978

 
$
(1,083,564
)
 
$
1,871,414

LIABILITIES AND EQUITY
 
 
 
 
 
Current Liabilities:
 
 
 
 
 
Current portion of long-term debt
$
364,583

 
$
(196,316
)
 
$
168,267

Accounts payable and accrued expenses
66,749

 
(26,399
)
 
40,350

Other current liabilities
103,088

 
(43,291
)
 
59,797

Total current liabilities
534,420

 
(266,006
)
 
268,414

Long-Term Debt
733,214

 
(104,692
)
 
628,522

Exchange Option Liability
16,809

 
(16,809
)
 
—

Deferred Income Taxes
311,949

 
(116,880
)
 
195,069

Deferred Gains and Other Liabilities
131,717

 
(38,820
)
 
92,897

 
1,728,109

 
(543,207
)
 
1,184,902

Equity:
 
 
 
 
 
SEACOR Holdings Inc. stockholders’ equity:
 
 
 
 
 
Preferred stock
—

 
—

 
—

Common stock
380

 
—

 
380

Additional paid-in capital
1,527,460

 
12,624

 
1,540,084

Retained earnings
914,806

 
(540,848
)
 
373,958

Shares held in treasury, at cost
(1,364,172
)
 
—

 
(1,364,172
)
Accumulated other comprehensive loss, net of tax
(11,024
)
 
10,679

 
(345
)
 
1,067,450

 
(517,545
)
 
549,905

Noncontrolling interests in subsidiaries
159,419

 
(22,812
)
 
136,607

Total equity
1,226,869

 
(540,357
)
 
686,512

 
$
2,954,978

 
$
(1,083,564
)
 
$
1,871,414


4


Notes to Unaudited Pro Forma Financial Data
(1)
Represents adjustments to reflect the consummation of the SEACOR Marine Holdings Inc. Spin-Off and related transactions.
(2)
Represents adjustments to reflect the consummation of the SEACOR Marine Holdings Inc. Spin-Off and related transactions.
(3)
Represents adjustments to reflect the consummation of the Spin-Off of SEACOR Marine and related transactions. In the Spin-Off, holders of SEACOR restricted stock that was issued under SEACOR’s stock plans were issued 1.005 shares of SEACOR Marine common stock even though the restrictions on their SEACOR restricted stock had not lapsed. These adjustments include the acceleration of compensation expense in connection with the issuance of such non-restricted shares of SEACOR Marine common stock to holders of SEACOR restricted stock awards.


5

SEACOR HOLDINGS INC /NEW/ Reports