Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - SEACOR Marine Holdings Inc. | smhi-ex992_64.htm |
| 8-K - 8-K - SEACOR Marine Holdings Inc. | smhi-8k_20210112.htm |
Exhibit 99.1
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Windcat Sale
On December 18, 2020, Seabulk Overseas Transport, Inc. (the “Seller”), a wholly-owned subsidiary of SEACOR Marine Holdings Inc. (the “Company”), entered into a Sale and Purchase Agreement (the “SPA”) to sell the Company’s Windcat Workboats crew transfer vessel (“CTV”) business through the sale of 100% of the equity of Windcat Workboats Holdings Limited, a wholly-owned subsidiary of the Seller (“Windcat” and together with its subsidiaries, the “Windcat Group”), to CMB N.V. (the “Buyer”), upon the terms set forth in the SPA (the “Sale”). The Sale closed on January 12, 2021. As consideration for the Sale, at the closing of the transaction, the Buyer paid the Seller an aggregate purchase price of £32.8 million. After deducting transaction costs and expenses and giving effect to foreign exchange rate hedges, the Company received net cash proceeds of approximately US$42.6 million. The Buyer also assumed all of the approximately £20.4 million of debt outstanding under Windcat’s existing revolving credit facility. The lenders under Windcat’s revolving credit facility have consented to the Sale and related change of control, and the credit facility will remain the sole obligation of the Windcat Group after closing with no recourse to the Company and its then existing subsidiaries. At closing, the Windcat Group owned a total of 41 CTVs and held interests in an additional five CTVs through its joint ventures, all of which were included in the Sale.
Pro Forma Financial Information
The following unaudited pro forma financial statements are derived from the Company's historical financial statements. The pro forma adjustments give effect to the sale of Windcat as described above under “—Windcat Sale.” The unaudited pro forma statements of income for the fiscal years ended December 31, 2019, 2018 and 2017 and for the nine months ended September 30, 2020 give effect to the sale as if it had occurred on January 1, 2017. The unaudited pro forma balance sheet as of September 30, 2020, gives effect to the sale as if it had occurred on September 30, 2020.
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.
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 Sale occurred on the dates indicated or what the Company’s future financial condition or operating results will be after giving effect to the Sale. The pro forma financial 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 included in the Company’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
1
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Nine months ended September 30, 2020
(in thousands, except share data)
|
|
|
As Reported |
|
|
Windcat Workboats Holdings Limited (1) |
|
|
Pro Forma |
|
|||
|
Operating Revenues |
|
$ |
129,318 |
|
|
$ |
(23,525 |
) |
|
$ |
105,793 |
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
77,661 |
|
|
|
(12,078 |
) |
|
|
65,583 |
|
|
Administrative and general |
|
|
35,480 |
|
|
|
(3,985 |
) |
|
|
31,495 |
|
|
Lease expense |
|
|
6,152 |
|
|
|
(425 |
) |
|
|
5,727 |
|
|
Depreciation and amortization |
|
|
46,927 |
|
|
|
(5,007 |
) |
|
|
41,920 |
|
|
|
|
|
166,220 |
|
|
|
(21,495 |
) |
|
|
144,725 |
|
|
Loss on Asset Dispositions and Impairments, Net |
|
|
(15,792 |
) |
|
|
— |
|
|
|
(15,792 |
) |
|
Operating Loss |
|
|
(52,694 |
) |
|
|
(2,030 |
) |
|
|
(54,724 |
) |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,255 |
|
|
|
(43 |
) |
|
|
1,212 |
|
|
Interest expense |
|
|
(23,231 |
) |
|
|
828 |
|
|
|
(22,403 |
) |
|
SEACOR Holdings guarantee fees |
|
|
(36 |
) |
|
|
- |
|
|
|
(36 |
) |
|
Derivative gains, net |
|
|
5,204 |
|
|
|
- |
|
|
|
5,204 |
|
|
Foreign currency losses, net |
|
|
(959 |
) |
|
|
951 |
|
|
|
(8 |
) |
|
|
|
|
(17,767 |
) |
|
|
1,736 |
|
|
|
(16,031 |
) |
|
Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
|
|
(70,461 |
) |
|
|
(294 |
) |
|
|
(70,755 |
) |
|
Income Tax Benefit |
|
|
(24,868 |
) |
|
|
79 |
|
|
|
(24,789 |
) |
|
Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(45,593 |
) |
|
|
(373 |
) |
|
|
(45,966 |
) |
|
Equity in Income of 50% or Less Owned Companies |
|
|
1,458 |
|
|
|
60 |
|
|
|
1,518 |
|
|
Loss from Continuing Operations |
|
|
(44,135 |
) |
|
|
(313 |
) |
|
|
(44,448 |
) |
|
Net Loss attributable to Noncontrolling Interests in Subsidiaries |
|
|
(4,036 |
) |
|
|
— |
|
|
|
(4,036 |
) |
|
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(40,099 |
) |
|
$ |
(313 |
) |
|
$ |
(40,412 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.63 |
) |
|
$ |
(0.01 |
) |
|
$ |
(1.64 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Warrants Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares |
|
|
24,611,666 |
|
|
|
— |
|
|
|
24,611,666 |
|
2
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2019
(in thousands, except share data)
|
|
|
As Reported |
|
|
Windcat Workboats Holdings Limited (2) |
|
|
Pro Forma |
|
|||
|
Operating Revenues |
|
$ |
201,492 |
|
|
$ |
(27,039 |
) |
|
$ |
174,453 |
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
123,725 |
|
|
|
(14,202 |
) |
|
|
109,523 |
|
|
Administrative and general |
|
|
44,726 |
|
|
|
(4,935 |
) |
|
|
39,791 |
|
|
Lease expense |
|
|
16,158 |
|
|
|
(318 |
) |
|
|
15,840 |
|
|
Depreciation and amortization |
|
|
64,012 |
|
|
|
(6,846 |
) |
|
|
57,166 |
|
|
|
|
|
248,621 |
|
|
|
(26,301 |
) |
|
|
222,320 |
|
|
Loss on Asset Dispositions and Impairments, Net |
|
|
(5,397 |
) |
|
|
(1,064 |
) |
|
|
(6,461 |
) |
|
Operating Loss |
|
|
(52,526 |
) |
|
|
(1,802 |
) |
|
|
(54,328 |
) |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,445 |
|
|
|
(56 |
) |
|
|
1,389 |
|
|
Interest expense |
|
|
(30,056 |
) |
|
|
1,100 |
|
|
|
(28,956 |
) |
|
SEACOR Holdings guarantee fees |
|
|
(108 |
) |
|
|
— |
|
|
|
(108 |
) |
|
Derivative gains, net |
|
|
71 |
|
|
|
— |
|
|
|
71 |
|
|
Foreign currency losses, net |
|
|
(1,661 |
) |
|
|
(879 |
) |
|
|
(2,540 |
) |
|
Other, net |
|
|
(1 |
) |
|
|
— |
|
|
|
(1 |
) |
|
|
|
|
(30,310 |
) |
|
|
165 |
|
|
|
(30,145 |
) |
|
Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
|
|
(82,836 |
) |
|
|
(1,637 |
) |
|
|
(84,473 |
) |
|
Income Tax Benefit |
|
|
(7,912 |
) |
|
|
(57 |
) |
|
|
(7,969 |
) |
|
Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(74,924 |
) |
|
|
(1,580 |
) |
|
|
(76,504 |
) |
|
Equity in Losses of 50% or Less Owned Companies |
|
|
(14,304 |
) |
|
|
(155 |
) |
|
|
(14,459 |
) |
|
Loss from Continuing Operations |
|
|
(89,228 |
) |
|
|
(1,735 |
) |
|
|
(90,963 |
) |
|
Net Loss attributable to Noncontrolling Interests in Subsidiaries |
|
|
(5,858 |
) |
|
|
— |
|
|
|
(5,858 |
) |
|
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(83,370 |
) |
|
$ |
(1,735 |
) |
|
$ |
(85,105 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(3.55 |
) |
|
$ |
(0.07 |
) |
|
$ |
(3.62 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Warrants Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares |
|
|
23,513,925 |
|
|
|
— |
|
|
|
23,513,925 |
|
3
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2018
(in thousands, except share data)
|
|
|
As Reported |
|
|
Windcat Workboats Holdings Limited (2) |
|
|
Pro Forma |
|
|||
|
Operating Revenues |
|
$ |
203,567 |
|
|
$ |
(24,406 |
) |
|
$ |
179,161 |
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
132,274 |
|
|
|
(12,687 |
) |
|
|
119,587 |
|
|
Administrative and general |
|
|
46,454 |
|
|
|
(4,838 |
) |
|
|
41,616 |
|
|
Lease expense |
|
|
13,239 |
|
|
|
(274 |
) |
|
|
12,965 |
|
|
Depreciation and amortization |
|
|
68,841 |
|
|
|
(7,423 |
) |
|
|
61,418 |
|
|
|
|
|
260,808 |
|
|
|
(25,222 |
) |
|
|
235,586 |
|
|
Loss on Asset Dispositions and Impairments, Net |
|
|
(11,268 |
) |
|
|
(721 |
) |
|
|
(11,989 |
) |
|
Operating Loss |
|
|
(68,509 |
) |
|
|
95 |
|
|
|
(68,414 |
) |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,222 |
|
|
|
(51 |
) |
|
|
1,171 |
|
|
Interest expense |
|
|
(27,404 |
) |
|
|
678 |
|
|
|
(26,726 |
) |
|
SEACOR Holdings guarantee fees |
|
|
(29 |
) |
|
|
— |
|
|
|
(29 |
) |
|
Loss on Debt Extinguishment |
|
|
(638 |
) |
|
|
— |
|
|
|
(638 |
) |
|
Derivative gains, net |
|
|
2,854 |
|
|
|
— |
|
|
|
2,854 |
|
|
Foreign currency losses, net |
|
|
(1,397 |
) |
|
|
69 |
|
|
|
(1,328 |
) |
|
Other, net |
|
|
677 |
|
|
|
— |
|
|
|
677 |
|
|
|
|
|
(24,715 |
) |
|
|
696 |
|
|
|
(24,019 |
) |
|
Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
|
|
(93,224 |
) |
|
|
791 |
|
|
|
(92,433 |
) |
|
Income Tax Benefit |
|
|
(13,354 |
) |
|
|
(108 |
) |
|
|
(13,462 |
) |
|
Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(79,870 |
) |
|
|
899 |
|
|
|
(78,971 |
) |
|
Equity in Losses of 50% or Less Owned Companies |
|
|
(3,552 |
) |
|
|
(457 |
) |
|
|
(4,009 |
) |
|
Loss from Continuing Operations |
|
|
(83,422 |
) |
|
|
442 |
|
|
|
(82,980 |
) |
|
Net Loss attributable to Noncontrolling Interests in Subsidiaries |
|
|
(4,444 |
) |
|
|
— |
|
|
|
(4,444 |
) |
|
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(78,978 |
) |
|
$ |
442 |
|
|
$ |
(78,536 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(3.77 |
) |
|
$ |
0.02 |
|
|
$ |
(3.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Warrants Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares |
|
|
20,926,307 |
|
|
|
— |
|
|
|
20,926,307 |
|
4
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2017
(in thousands, except share data)
|
|
|
As Reported |
|
|
Windcat Workboats Holdings Limited (2) |
|
|
Pro Forma |
|
|||
|
Operating Revenues |
|
$ |
123,421 |
|
|
$ |
(24,922 |
) |
|
$ |
98,499 |
|
|
Costs and Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
104,821 |
|
|
|
(11,537 |
) |
|
|
93,284 |
|
|
Administrative and general |
|
|
49,865 |
|
|
|
(4,417 |
) |
|
|
45,448 |
|
|
Lease expense |
|
|
14,449 |
|
|
|
(260 |
) |
|
|
14,189 |
|
|
Depreciation and amortization |
|
|
60,307 |
|
|
|
(7,820 |
) |
|
|
52,487 |
|
|
|
|
|
229,442 |
|
|
|
(24,034 |
) |
|
|
205,408 |
|
|
Loss on Asset Dispositions and Impairments, Net |
|
|
(23,623 |
) |
|
|
— |
|
|
|
(23,623 |
) |
|
Operating Loss |
|
|
(129,644 |
) |
|
|
(888 |
) |
|
|
(130,532 |
) |
|
Other Income (Expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
1,797 |
|
|
|
(40 |
) |
|
|
1,757 |
|
|
Interest expense |
|
|
(16,044 |
) |
|
|
884 |
|
|
|
(15,160 |
) |
|
SEACOR Holdings management fees |
|
|
(3,208 |
) |
|
|
— |
|
|
|
(3,208 |
) |
|
SEACOR Holdings guarantee fees |
|
|
(201 |
) |
|
|
— |
|
|
|
(201 |
) |
|
Marketable security gains, net |
|
|
10,931 |
|
|
|
— |
|
|
|
10,931 |
|
|
Derivative gains, net |
|
|
20,256 |
|
|
|
207 |
|
|
|
20,463 |
|
|
Foreign currency losses, net |
|
|
(1,671 |
) |
|
|
684 |
|
|
|
(987 |
) |
|
Other, net |
|
|
(6 |
) |
|
|
1 |
|
|
|
(5 |
) |
|
|
|
|
11,854 |
|
|
|
1,736 |
|
|
|
13,590 |
|
|
Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
|
|
(117,790 |
) |
|
|
848 |
|
|
|
(116,942 |
) |
|
Income Tax Benefit |
|
|
(74,410 |
) |
|
|
71 |
|
|
|
(74,339 |
) |
|
Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(43,380 |
) |
|
|
777 |
|
|
|
(42,603 |
) |
|
Equity in Income of 50% or Less Owned Companies |
|
|
3,851 |
|
|
|
(227 |
) |
|
|
3,624 |
|
|
Loss from Continuing Operations |
|
|
(39,529 |
) |
|
|
550 |
|
|
|
(38,979 |
) |
|
Net Loss attributable to Noncontrolling Interests in Subsidiaries |
|
|
(5,639 |
) |
|
|
— |
|
|
|
(5,639 |
) |
|
Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(33,890 |
) |
|
$ |
550 |
|
|
$ |
(33,340 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(1.93 |
) |
|
$ |
0.03 |
|
|
$ |
(1.90 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Common Shares and Warrants Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted shares |
|
|
17,601,244 |
|
|
|
— |
|
|
|
17,601,244 |
|
5
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCES SHEETS
September 30, 2020
(in thousands)
|
|
|
As Reported |
|
|
Windcat Workboats Holdings Limited |
|
|
Pro Forma |
|
|||
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
45,179 |
|
|
$ |
(2,865 |
) |
(3) |
$ |
84,902 |
|
|
|
|
|
|
|
|
|
42,588 |
|
(4) |
|
|
|
|
Restricted cash |
|
|
3,352 |
|
|
|
— |
|
|
|
3,352 |
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade, net of allowance for doubtful accounts |
|
|
54,935 |
|
|
|
(6,641 |
) |
|
|
48,294 |
|
|
Other |
|
|
17,914 |
|
|
|
451 |
|
|
|
18,365 |
|
|
Receivables from SEACOR Holdings |
|
|
18,814 |
|
|
|
— |
|
|
|
18,814 |
|
|
Tax Receivable |
|
|
11,770 |
|
|
|
— |
|
|
|
11,770 |
|
|
Inventories |
|
|
573 |
|
|
|
— |
|
|
|
573 |
|
|
Prepaid expenses and other |
|
|
3,598 |
|
|
|
(160 |
) |
|
|
3,438 |
|
|
Total current assets |
|
|
156,135 |
|
|
|
33,373 |
|
|
|
189,508 |
|
|
Property and Equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical cost |
|
|
1,078,169 |
|
|
|
(81,799 |
) |
|
|
996,370 |
|
|
Accumulated depreciation |
|
|
(334,387 |
) |
|
|
53,919 |
|
|
|
(280,468 |
) |
|
|
|
|
743,782 |
|
|
|
(27,880 |
) |
|
|
715,902 |
|
|
Construction in progress |
|
|
56,709 |
|
|
|
(4,740 |
) |
|
|
51,969 |
|
|
Net property and equipment |
|
|
800,491 |
|
|
|
(32,620 |
) |
|
|
767,871 |
|
|
Right-of-Use Asset - Operating Leases |
|
|
8,327 |
|
|
|
(657 |
) |
|
|
7,670 |
|
|
Right-of-Use Asset - Finance Lease |
|
|
137 |
|
|
|
- |
|
|
|
137 |
|
|
Investments, at Equity, and Advances to 50% or Less Owned Companies |
|
|
88,933 |
|
|
|
(4,232 |
) |
|
|
84,701 |
|
|
Other Assets |
|
|
3,152 |
|
|
|
(44 |
) |
|
|
3,108 |
|
|
|
|
$ |
1,057,175 |
|
|
$ |
(4,180 |
) |
|
$ |
1,052,995 |
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of operating lease liabilities |
|
$ |
9,632 |
|
|
$ |
(186 |
) |
|
$ |
9,446 |
|
|
Current portion of finance lease liabilities |
|
|
27 |
|
|
|
— |
|
|
|
27 |
|
|
Current portion of long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
Recourse |
|
|
46,464 |
|
|
|
— |
|
|
|
46,464 |
|
|
Non-Recourse |
|
|
5,644 |
|
|
|
— |
|
|
|
5,644 |
|
|
Accounts payable and accrued expenses |
|
|
29,542 |
|
|
|
(654 |
) |
|
|
28,888 |
|
|
Accrued wages |
|
|
1,551 |
|
|
|
(331 |
) |
|
|
1,220 |
|
|
Accrued interest |
|
|
2,887 |
|
|
|
(2 |
) |
|
|
2,885 |
|
|
Deferred revenue |
|
|
3,131 |
|
|
|
(89 |
) |
|
|
3,042 |
|
|
Accrued capital, repair and maintenance expenditures |
|
|
11,164 |
|
|
|
(14 |
) |
|
|
11,150 |
|
|
Accrued insurance deductibles |
|
|
2,315 |
|
|
|
— |
|
|
|
2,315 |
|
|
Derivatives |
|
|
4,103 |
|
|
|
(55 |
) |
|
|
4,048 |
|
|
Other current liabilities |
|
|
5,027 |
|
|
|
(139 |
) |
|
|
4,888 |
|
|
Total current liabilities |
|
|
121,487 |
|
|
|
(1,470 |
) |
|
|
120,017 |
|
|
Long-Term Operating Lease Liabilities |
|
|
5,694 |
|
|
|
(455 |
) |
|
|
5,239 |
|
|
Long-Term Finance Lease Liabilities |
|
|
113 |
|
|
|
— |
|
|
|
113 |
|
|
Long-Term Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
Recourse |
|
|
315,326 |
|
|
|
— |
|
|
|
315,326 |
|
|
Non-Recourse |
|
|
137,638 |
|
|
|
(26,253 |
) |
|
|
111,385 |
|
|
Conversion Option Liability on Convertible Senior Notes |
|
|
1 |
|
|
|
— |
|
|
|
1 |
|
|
Deferred Income Taxes |
|
|
36,452 |
|
|
|
(376 |
) |
|
|
36,076 |
|
|
Deferred Gains and Other Liabilities |
|
|
3,810 |
|
|
|
— |
|
|
|
3,810 |
|
|
Total liabilities |
|
|
620,521 |
|
|
|
(28,554 |
) |
|
|
591,967 |
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
SEACOR Marine Holdings Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
|
235 |
|
|
|
— |
|
|
|
235 |
|
|
Additional paid-in capital |
|
|
450,320 |
|
|
|
— |
|
|
|
450,320 |
|
|
(Accumulated Deficit) Retained earnings |
|
|
(13,023 |
) |
|
|
24,319 |
|
|
|
11,296 |
|
|
Shares held in treasury |
|
|
(848 |
) |
|
|
— |
|
|
|
(848 |
) |
|
Accumulated other comprehensive loss, net of tax |
|
|
(380 |
) |
|
|
55 |
|
|
|
(325 |
) |
|
|
|
|
436,304 |
|
|
|
24,374 |
|
(5) |
|
460,678 |
|
|
Noncontrolling interests in subsidiaries |
|
|
350 |
|
|
|
— |
|
|
|
350 |
|
|
Total equity |
|
|
436,654 |
|
|
|
24,374 |
|
|
|
461,028 |
|
|
|
|
$ |
1,057,175 |
|
|
$ |
(4,180 |
) |
|
$ |
1,052,995 |
|
6
Notes to Unaudited Pro Forma Consolidated Financial Statements
The pro forma statement of income for the nine months ended September 30, 2020 gives effect to the following:
|
|
(1) |
Column reflects adjustments to remove the results of operations of Windcat from the historical results of the Company for the period presented with the ultimate effect resulting in an adjustment to the nine months ended September 30, 2020 net income of $0.3 million; |
The pro forma statements of income for the years ended December 31, 2019, 2018 and 2017 gives effect to the following:
|
|
(2) |
Column reflects adjustments to remove the results of operations of Windcat from the historical results of the Company for the periods presented with the ultimate effect resulting in an adjustment to the year ended net income (loss) of $1.7 million, ($0.4) million and ($0.6) million, respectively; |
The pro forma balance sheet as of September 30, 2020 gives effect to the following:
|
|
(3) |
Reflects the cash held by Windcat of $2.9 million and retained by the buyer as part of the sale; |
|
|
(4) |
After deducting transaction costs and expenses and giving effect to foreign exchange rate hedges, the Company received net cash proceeds of approximately $42.6 million; and |
|
|
(5) |
The following is the calculation of the gain on the Sale of Windcat of $24.4 million: |
|
|
|
|
|
|
|
|
|
Amount |
|
|
|
Windcat |
|
|
|
|
|
Current Assets |
|
$ |
9,215 |
|
|
Total Assets |
|
|
46,768 |
|
|
Current Liabilities |
|
|
1,470 |
|
|
Total Liabilities |
|
|
28,554 |
|
|
Total Equity |
|
|
18,214 |
|
|
|
|
|
|
|
|
Net Cash Received |
|
|
42,588 |
|
|
Less: Net Assets |
|
|
18,214 |
|
|
Gain on Sale of Windcat |
|
$ |
24,374 |
|
|
|
|
|
|
|
7