UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2019 or
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☐ |
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 1-37966
SEACOR Marine Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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47-2564547 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(IRS Employer Identification No.) |
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12121 Wickchester Suite 500 |
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Houston, TX |
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77079 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (346) 980-1700
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, par value $0.01 per share |
SMHI |
New York Stock Exchange (“NYSE”) |
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 for 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 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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐ |
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Accelerated filer ☒ |
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Non-accelerated filer ☐
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Smaller reporting company ☐ |
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Emerging 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 ☒
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The total number of shares of common stock, par value $.01 per share (“Common Stock”), outstanding as of October 31, 2019 was 21,855,014. The Registrant has no other class of common stock outstanding.
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Part I. |
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1 |
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Item 1. |
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1 |
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Condensed Consolidated Balance Sheets as of September 30, 2019 and December 31, 2018 |
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1 |
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2 |
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3 |
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4 |
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6 |
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7 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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27 |
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Item 3. |
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49 |
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Item 4. |
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50 |
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Part II. |
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51 |
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Item 1. |
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51 |
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Item 1A. |
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51 |
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Item 2. |
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51 |
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Item 3. |
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51 |
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Item 4. |
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51 |
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Item 5. |
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51 |
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Item 6. |
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53 |
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i
SEACOR MARINE HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
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September 30, 2019 |
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December 31, 2018 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
38,155 |
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$ |
91,597 |
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Restricted cash |
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4,016 |
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1,657 |
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Receivables: |
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Trade, net of allowance for doubtful accounts of $455 and $860 in 2019 and 2018, respectively |
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58,954 |
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55,048 |
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Other |
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6,835 |
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11,292 |
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Inventories |
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1,408 |
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1,977 |
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Prepaid expenses and other |
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3,146 |
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2,239 |
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Assets held for sale |
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13,127 |
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15,222 |
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Total current assets |
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125,641 |
|
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179,032 |
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Property and Equipment: |
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|
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Historical cost |
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1,070,374 |
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1,116,583 |
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Accumulated depreciation |
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(400,628 |
) |
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(461,399 |
) |
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669,746 |
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655,184 |
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Construction in progress |
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70,275 |
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88,918 |
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Net property and equipment |
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740,021 |
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744,102 |
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Right-of-Use Asset - Operating Leases |
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18,774 |
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|
— |
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Investments, at Equity, and Advances to 50% or Less Owned Companies |
|
|
118,222 |
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121,773 |
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Construction Reserve Funds |
|
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18,161 |
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28,061 |
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Other Assets |
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3,422 |
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3,690 |
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Assets Held for Sale |
|
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16,265 |
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26,280 |
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$ |
1,040,506 |
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$ |
1,102,938 |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Current portion of operating lease liabilities |
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$ |
15,182 |
|
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$ |
— |
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Current portion of long-term debt |
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23,446 |
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16,812 |
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Accounts payable and accrued expenses |
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26,507 |
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18,089 |
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Due to SEACOR Holdings |
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|
77 |
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452 |
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Accrued wages and benefits |
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3,289 |
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4,122 |
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Accrued income taxes |
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3,231 |
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1,918 |
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Deferred revenue |
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3,303 |
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1,327 |
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Accrued capital, repair and maintenance expenditures |
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15,992 |
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18,757 |
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Other current liabilities |
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16,557 |
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19,614 |
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Liabilities associated with assets held for sale |
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3,813 |
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2,526 |
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Total current liabilities |
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111,397 |
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83,617 |
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Long-Term Operating Lease Liabilities |
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12,878 |
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— |
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Long-Term Debt |
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375,772 |
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387,854 |
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Conversion Option Liability on Convertible Senior Notes |
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4,543 |
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5,276 |
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Deferred Income Taxes |
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36,921 |
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44,685 |
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Deferred Gains and Other Liabilities |
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4,848 |
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26,571 |
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Total liabilities |
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546,359 |
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548,003 |
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Equity: |
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SEACOR Marine Holdings Inc. stockholders’ equity: |
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Common stock, $.01 par value, 60,000,000 shares authorized; 21,868,718 and 20,443,215 shares issued in 2019 and 2018, respectively |
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219 |
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204 |
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Additional paid-in capital |
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427,823 |
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415,372 |
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Retained earnings |
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64,929 |
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126,834 |
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Shares held in treasury of 42,504 and 4,007, respectively, at cost |
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(614 |
) |
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(91 |
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Accumulated other comprehensive loss, net of tax |
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(21,105 |
) |
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(16,788 |
) |
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471,252 |
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525,531 |
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Noncontrolling interests in subsidiaries |
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22,895 |
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29,404 |
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Total equity |
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494,147 |
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554,935 |
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$ |
1,040,506 |
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$ |
1,102,938 |
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The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF LOSS
(in thousands, except share data)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2019 |
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2018 |
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2019 |
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2018 |
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Operating Revenues |
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$ |
54,700 |
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$ |
58,169 |
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$ |
152,422 |
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$ |
144,670 |
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Costs and Expenses: |
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Operating |
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27,211 |
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38,400 |
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97,747 |
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99,839 |
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Administrative and general |
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12,509 |
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11,767 |
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36,148 |
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39,182 |
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Lease expense |
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4,171 |
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3,292 |
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12,636 |
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9,881 |
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Depreciation and amortization |
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16,091 |
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16,397 |
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48,600 |
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52,940 |
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59,982 |
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69,856 |
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195,131 |
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201,842 |
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Gain (loss) on Asset Dispositions and Impairments, Net |
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861 |
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(1,765 |
) |
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(2,719 |
) |
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(3,493 |
) |
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Operating Loss |
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(4,421 |
) |
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(13,452 |
) |
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(45,428 |
) |
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(60,665 |
) |
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Other Income (Expense): |
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Interest income |
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$ |
317 |
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305 |
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|
886 |
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|
869 |
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Interest expense |
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(7,362 |
) |
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(7,660 |
) |
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(22,659 |
) |
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(20,077 |
) |
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SEACOR Holdings guarantee fees |
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(26 |
) |
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(5 |
) |
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(87 |
) |
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(24 |
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Loss on Debt Extinguishment |
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— |
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(638 |
) |
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— |
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(638 |
) |
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Derivative (gains) losses, net |
|
|
3,057 |
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|
|
4,387 |
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|
|
734 |
|
|
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(9,797 |
) |
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Foreign currency gains, net |
|
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(370 |
) |
|
|
(296 |
) |
|
|
(624 |
) |
|
|
(967 |
) |
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Other, net |
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— |
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|
|
678 |
|
|
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— |
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|
|
678 |
|
|
|
|
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(4,384 |
) |
|
|
(3,229 |
) |
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|
(21,750 |
) |
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(29,956 |
) |
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Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
|
|
(8,805 |
) |
|
|
(16,681 |
) |
|
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(67,178 |
) |
|
|
(90,621 |
) |
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Income Tax Expense (Benefit) |
|
|
1,277 |
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|
|
1,248 |
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|
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(5,606 |
) |
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|
(13,304 |
) |
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Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(10,082 |
) |
|
|
(17,929 |
) |
|
|
(61,572 |
) |
|
|
(77,317 |
) |
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Equity in Losses of 50% or Less Owned Companies |
|
|
(1,325 |
) |
|
|
(1,022 |
) |
|
|
(11,879 |
) |
|
|
(1,734 |
) |
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Loss from Continuing Operations |
|
|
(11,407 |
) |
|
|
(18,951 |
) |
|
|
(73,451 |
) |
|
|
(79,051 |
) |
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(Loss) Income on Discontinued Operations, Net of Tax |
|
|
(6,834 |
) |
|
|
3,185 |
|
|
|
(3,327 |
) |
|
|
4,968 |
|
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Net Loss |
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|
(18,241 |
) |
|
|
(15,766 |
) |
|
|
(76,778 |
) |
|
|
(74,083 |
) |
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Net Income (Loss) attributable to Noncontrolling Interests in Subsidiaries |
|
|
204 |
|
|
|
191 |
|
|
|
(4,395 |
) |
|
|
(4,269 |
) |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(18,445 |
) |
|
$ |
(15,957 |
) |
|
$ |
(72,383 |
) |
|
$ |
(69,814 |
) |
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|
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Basic and Diluted Income (Loss) Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
|
|
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Continuing operations (Basic) |
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$ |
(0.49 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.95 |
) |
|
$ |
(3.66 |
) |
|
Discontinued operations (Basic) |
|
$ |
(0.29 |
) |
|
$ |
0.14 |
|
|
$ |
(0.14 |
) |
|
$ |
0.24 |
|
|
|
|
$ |
(0.78 |
) |
|
$ |
(0.71 |
) |
|
$ |
(3.09 |
) |
|
$ |
(3.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Continuing operations (Diluted) |
|
$ |
(0.49 |
) |
|
$ |
(0.85 |
) |
|
$ |
(2.95 |
) |
|
$ |
(3.66 |
) |
|
Discontinued operations (Diluted) |
|
$ |
(0.29 |
) |
|
$ |
0.14 |
|
|
$ |
(0.14 |
) |
|
$ |
0.24 |
|
|
|
|
$ |
(0.78 |
) |
|
$ |
(0.71 |
) |
|
$ |
(3.09 |
) |
|
$ |
(3.42 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted Average Common Shares and Warrants Outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic and diluted shares |
|
|
23,740,718 |
|
|
|
22,512,886 |
|
|
|
23,406,759 |
|
|
|
20,391,297 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
|
|
|
Three Months Ended |
|
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Nine Months Ended |
|
|
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|
September 30, |
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September 30, |
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2019 |
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2018 |
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|
2019 |
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2018 |
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||||
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Net Loss |
|
$ |
(18,241 |
) |
|
$ |
(15,766 |
) |
|
$ |
(76,778 |
) |
|
$ |
(74,083 |
) |
|
|
Other Comprehensive Loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation losses |
|
|
(1,626 |
) |
|
|
(533 |
) |
|
|
(1,902 |
) |
|
|
(1,406 |
) |
|
|
Derivative (losses) gains on cash flow hedges |
|
|
(329 |
) |
|
|
(32 |
) |
|
|
(2,263 |
) |
|
|
36 |
|
|
|
Reclassification of derivative gains (losses) on cash flow hedges to interest expense |
|
|
158 |
|
|
|
(305 |
) |
|
|
357 |
|
|
|
(305 |
) |
|
|
Reclassification of derivative (losses) gains on cash flow hedges to equity in earnings of 50% or less owned companies |
|
|
(152 |
) |
|
|
46 |
|
|
|
(682 |
) |
|
|
217 |
|
|
|
|
|
|
(1,949 |
) |
|
|
(824 |
) |
|
|
(4,490 |
) |
|
|
(1,458 |
) |
|
|
Income tax benefit (expense) |
|
|
— |
|
|
|
(11 |
) |
|
173 |
|
|
|
(46 |
) |
|
|
|
|
|
|
(1,949 |
) |
|
|
(835 |
) |
|
|
(4,317 |
) |
|
|
(1,504 |
) |
|
|
Comprehensive Loss |
|
|
(20,190 |
) |
|
|
(16,601 |
) |
|
$ |
(81,095 |
) |
|
|
(75,587 |
) |
|
|
Comprehensive Income (Loss) attributable to Noncontrolling Interests in Subsidiaries |
|
|
204 |
|
|
|
172 |
|
|
|
(4,395 |
) |
|
|
(4,321 |
) |
|
|
Comprehensive Loss attributable to SEACOR Marine Holdings Inc. |
|
$ |
(20,394 |
) |
|
$ |
(16,773 |
) |
|
$ |
(76,700 |
) |
|
$ |
(71,266 |
) |
|
The accompanying notes are an integral part of these condensed consolidated financial statements and should be read in conjunction herewith.
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(in thousands)
|
|
|
Shares of Common Stock Outstanding |
|
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Shares Held in Treasury |
|
|
Treasury Stock |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Loss |
|
|
Non- Controlling Interests In Subsidiaries |
|
|
Total Equity |
|
|||||||||
|
For the nine months ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018 |
|
|
20,439,208 |
|
|
$ |
204 |
|
|
$ |
415,372 |
|
|
|
4,007 |
|
|
|
(91 |
) |
|
$ |
126,834 |
|
|
$ |
(16,788 |
) |
|
$ |
29,404 |
|
|
$ |
554,935 |
|
|
Impact of adoption of new accounting standard for leases |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,416 |
|
|
|
— |
|
|
|
— |
|
|
|
10,416 |
|
|
December 31, 2018 |
|
|
20,439,208 |
|
|
|
204 |
|
|
|
415,372 |
|
|
|
4,007 |
|
|
|
(91 |
) |
|
|
137,250 |
|
|
|
(16,788 |
) |
|
|
29,404 |
|
|
|
565,351 |
|
|
Issuance of Common Stock |
|
|
653,872 |
|
|
|
7 |
|
|
|
6,589 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,596 |
|
|
Restricted stock grants |
|
|
211,500 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2 |
|
|
Amortization of employee share awards |
|
|
— |
|
|
|
— |
|
|
|
3,891 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,891 |
|
|
Exercise of options |
|
|
86,494 |
|
|
|
1 |
|
|
|
1,080 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,081 |
|
|
Exercise of Warrants |
|
|
444,391 |
|
|
|
4 |
|
|
|
— |
|
|
|
49 |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3 |
|
|
Restricted stock vesting |
|
|
(38,448 |
) |
|
|
— |
|
|
|
(2 |
) |
|
|
38,448 |
|
|
|
(522 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(524 |
) |
|
Director share awards |
|
|
30,197 |
|
|
|
1 |
|
|
|
893 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
894 |
|
|
Cancellation of employee share awards |
|
|
(1,000 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Acquisition of consolidated joint venture |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,114 |
) |
|
|
(2,114 |
) |
|
Dissolution of an entity |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
62 |
|
|
|
— |
|
|
|
— |
|
|
|
62 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(72,383 |
) |
|
|
— |
|
|
|
(4,395 |
) |
|
|
(76,778 |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,317 |
) |
|
|
— |
|
|
|
(4,317 |
) |
|
September 30, 2019 |
|
|
21,826,214 |
|
|
$ |
219 |
|
|
$ |
427,823 |
|
|
|
42,504 |
|
|
$ |
(614 |
) |
|
$ |
64,929 |
|
|
$ |
(21,105 |
) |
|
$ |
22,895 |
|
|
$ |
494,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019 |
|
|
21,765,331 |
|
|
$ |
218 |
|
|
$ |
424,549 |
|
|
|
25,643 |
|
|
$ |
(374 |
) |
|
$ |
83,312 |
|
|
$ |
(19,156 |
) |
|
$ |
22,691 |
|
|
$ |
511,240 |
|
|
Amortization of employee share awards |
|
|
— |
|
|
|
— |
|
|
|
2,302 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,302 |
|
|
Exercise of options |
|
|
77,744 |
|
|
|
1 |
|
|
|
972 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
973 |
|
|
Restricted stock vesting |
|
|
(16,861 |
) |
|
|
— |
|
|
|
— |
|
|
|
16,861 |
|
|
|
(240 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(240 |
) |
|
Dissolution of an entity |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
62 |
|
|
|
— |
|
|
|
— |
|
|
|
62 |
|
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|||||||||||||||||