Attached files
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| 8-K - 8-K - SEACOR HOLDINGS INC /NEW/ | seacorholdingsinc8-khawker.htm |
SEACOR HOLDINGS INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Share Purchase Agreement
On April 4, 2018, SEACOR Capital (Asia) Limited (“SEACOR Capital”), an indirect wholly-owned subsidiary of SEACOR Holdings Inc. (the “Company”) and the owner of 34.18% of the outstanding ordinary shares of Hawker Pacific Airservices Limited (“Hawker”), entered into a Share Purchase Agreement (the “SPA”) by and among (i) SEACOR Capital, (ii) BH Global Aviation LP, an affiliate of Britton Hill Partners, the owner of the remaining outstanding ordinary shares of Hawker (“BH” and, together with SEACOR Capital, the “Sellers”), (iii) holders of all of the issued and outstanding options to purchase ordinary shares of Hawker (the “Selling Optionholders”), (iv) Hawker, (v) a representative of the Sellers and (vi) Eagle Enterprise, Inc. (“Buyer”), an affiliate of Jet Aviation. Upon the terms and subject to the conditions set forth in the SPA, (a) Sellers agreed to sell to Buyer, and Buyer agreed to purchase from Sellers, all of the issued and outstanding ordinary shares of Hawker (the “Shares”) and (b) the Selling Optionholders agreed to sell to Buyer, and Buyer agreed to purchase from the Selling Optionholders, all of their in-the-money vested options to purchase ordinary shares of Hawker, for an aggregate purchase price of $250.0 million in cash, subject to adjustment for cash, indebtedness and transaction expenses and a post-closing working capital adjustment. The transaction closed on April 30, 2018.
Pro Forma Financial Information
The following unaudited pro forma financial statements are derived from the Company’s historical financial statements. The pro forma adjustments give effect to consummation of the transaction contemplated by the SPA (the “SPA Transaction”). The unaudited pro forma statements of income for the fiscal year ended December 31, 2017 and for the three months ended March 31, 2018 give effect to the SPA Transaction as if it had occurred on January 1, 2017 and 2018, respectively. The unaudited pro forma balance sheet as of March 31, 2018, gives effect to the SPA Transaction as if it had occurred on March 31, 2018.
The pro forma financial statements reflect the Company’s gain, net of tax, on the sale of its equity method investment in Hawker, which is included in equity in earnings (losses) of 50% or less owned companies net of tax, the resulting current income tax obligation, cash proceeds received and the disposition of the carrying value of the Company’s investment in Hawker and the related equity in earnings of Hawker for the periods presented. 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.
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 the Company’s financial condition or operating results would have been had the SPA Transaction occurred on the dates indicated or what the Company’s future financial condition or operating results will be after giving effect to the SPA Transaction. The pro forma financial information information was based on and derived from the Company’s audited consolidated financial statements and the Company’s unaudited condensed consolidated financial statements and should be read in conjunction with the Company’s historical financial statements and accompanying notes.
1
SEACOR Holdings Inc.
Condensed Consolidated Statements of Income
Three months ended March 31, 2018
(in thousands, except share data, unaudited)
As Reported | Pro Forma | ||||||
Operating Revenues | $ | 184,824 | $ | 184,824 | |||
Costs and Expenses: | |||||||
Operating | 131,777 | 131,777 | |||||
Administrative and general | 25,795 | 25,795 | |||||
Depreciation and amortization | 19,609 | 19,609 | |||||
177,181 | 177,181 | ||||||
Gains on Asset Dispositions and Impairments, Net | 7,045 | 7,045 | |||||
Operating Income | 14,688 | 14,688 | |||||
Other Income (Expense): | |||||||
Interest income | 1,856 | 1,856 | |||||
Interest expense | (8,563 | ) | (8,563 | ) | |||
Debt extinguishment losses, net | (42 | ) | (42 | ) | |||
Marketable security losses, net | (3,798 | ) | (3,798 | ) | |||
Derivative gains, net | — | — | |||||
Foreign currency gains, net | 1,690 | 1,690 | |||||
Other, net | 283 | 283 | |||||
(8,574 | ) | (8,574 | ) | ||||
Income Before Income Tax Benefit and Equity in Earnings (Losses) of 50% or Less Owned Companies | 6,114 | 6,114 | |||||
Income Tax Benefit | (281 | ) | (281 | ) | |||
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies | 6,395 | 6,395 | |||||
Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax | (837 | ) | 41,708 | ||||
Net Income | 5,558 | 48,103 | |||||
Net Income attributable to Noncontrolling Interests in Subsidiaries | 4,917 | 4,917 | |||||
Net Income attributable to SEACOR Holdings Inc. | $ | 641 | $ | 43,186 | |||
Basic Earnings Per Common Share of SEACOR Holdings Inc. | $ | 0.04 | $ | 2.40 | |||
Diluted Earnings Per Common Share of SEACOR Holdings Inc. | $ | 0.04 | $ | 2.08 | |||
Weighted Average Common Shares Outstanding: | |||||||
Basic | 17,969,970 | 17,969,970 | |||||
Diluted | 18,178,518 | 22,301,135 | |||||
2
SEACOR Holdings Inc.
Condensed Consolidated Statements of Income
Year ended December 31, 2017
(in thousands, except share data, unaudited)
As Reported | Pro Forma | ||||||
Operating Revenues | $ | 577,891 | $ | 577,891 | |||
Costs and Expenses: | |||||||
Operating | 360,881 | 360,881 | |||||
Administrative and general | 103,106 | 103,106 | |||||
Depreciation and amortization | 75,058 | 75,058 | |||||
539,045 | 539,045 | ||||||
Gains on Asset Dispositions and Impairments, Net | 11,637 | 11,637 | |||||
Operating Income | 50,483 | 50,483 | |||||
Other Income (Expense): | |||||||
Interest income | 8,547 | 8,547 | |||||
Interest expense | (41,530 | ) | (41,530 | ) | |||
Debt extinguishment losses, net | (819 | ) | (819 | ) | |||
Marketable security losses, net | (1,782 | ) | (1,782 | ) | |||
Derivative gains, net | 19,727 | 19,727 | |||||
Foreign currency gains, net | 323 | 323 | |||||
Other, net | 256 | 256 | |||||
(15,278 | ) | (15,278 | ) | ||||
Income from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies | 35,205 | 35,205 | |||||
Income Tax Benefit | (67,189 | ) | (67,189 | ) | |||
Income from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies | 102,394 | 102,394 | |||||
Equity in Earnings of 50% or Less Owned Companies, Net of Tax | 2,952 | 45,649 | |||||
Income from Continuing Operations | 105,346 | 148,043 | |||||
Loss from Discontinued Operations, Net of Tax | (23,637 | ) | (23,637 | ) | |||
Net Income | 81,709 | 124,406 | |||||
Net Income attributable to Noncontrolling Interests in Subsidiaries | 20,066 | 20,066 | |||||
Net Income attributable to SEACOR Holdings Inc. | $ | 61,643 | $ | 104,340 | |||
Net Income (Loss) attributable to SEACOR Holdings Inc.: | |||||||
Continuing Operations | $ | 82,849 | $ | 125,546 | |||
Discontinued Operations | (21,206 | ) | (21,206 | ) | |||
$ | 61,643 | $ | 104,340 | ||||
Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.: | |||||||
Continuing Operations | $ | 4.77 | $ | 7.23 | |||
Discontinued Operations | (1.22 | ) | (1.22 | ) | |||
$ | 3.55 | $ | 6.01 | ||||
Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc. | |||||||
Continuing Operations | $ | 4.24 | $ | 6.10 | |||
Discontinued Operations | (0.93 | ) | (0.93 | ) | |||
$ | 3.31 | $ | 5.17 | ||||
Weighted Average Common Shares Outstanding: | |||||||
Basic | 17,368,081 | 17,368,081 | |||||
Diluted | 22,934,158 | 22,934,158 | |||||
3
SEACOR Holdings Inc.
Condensed Consolidated Balance Sheets
March 31, 2018
(in thousands, unaudited)
As Reported | Pro Forma | ||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 272,522 | $ | 350,537 | |||
Restricted cash | 2,982 | 2,982 | |||||
Marketable securities | 38,963 | 38,963 | |||||
Trade and other receivables | 152,144 | 152,144 | |||||
Inventories | 3,821 | 3,821 | |||||
Prepaid expenses and other | 4,572 | 4,572 | |||||
Total current assets | 475,004 | 553,019 | |||||
Property and Equipment, Net | 860,099 | 860,099 | |||||
Investments, at Equity, and Advances to 50% or Less Owned Companies | 170,305 | 147,081 | |||||
Construction Reserve Funds | 36,790 | 36,790 | |||||
Goodwill | 32,807 | 32,807 | |||||
Intangible Assets, Net | 28,072 | 28,072 | |||||
Other Assets | 9,396 | 9,396 | |||||
$ | 1,612,473 | $ | 1,667,264 | ||||
LIABILITIES AND EQUITY | |||||||
Current Liabilities: | |||||||
Current portion of long-term debt | $ | 77,634 | $ | 77,634 | |||
Accounts payable and accrued expenses | 40,844 | 40,844 | |||||
Other current liabilities | 59,651 | 70,541 | |||||
Total current liabilities | 178,129 | 189,019 | |||||
Long-Term Debt | 495,863 | 495,863 | |||||
Deferred Income Taxes | 102,084 | 102,084 | |||||
Deferred Gains and Other Liabilities | 74,923 | 74,923 | |||||
850,999 | 861,889 | ||||||
Equity: | |||||||
SEACOR Holdings Inc. stockholders’ equity: | |||||||
Preferred stock | — | — | |||||
Common stock | 389 | 389 | |||||
Additional paid-in capital | 1,576,657 | 1,576,657 | |||||
Retained earnings | 417,302 | 461,203 | |||||
Shares held in treasury, at cost | (1,367,433 | ) | (1,367,433 | ) | |||
Accumulated other comprehensive loss, net of tax | 96 | 96 | |||||
627,011 | 670,912 | ||||||
Noncontrolling interests in subsidiaries | 134,463 | 134,463 | |||||
Total equity | 761,474 | 805,375 | |||||
$ | 1,612,473 | $ | 1,667,264 | ||||
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