UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Exact Name of Registrant as Specified in Its Charter) |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
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Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 2.01 Completion of Acquisition or Disposition of Assets
On January 12, 2021, Seabulk Overseas Transport, Inc. (the “Seller”), a wholly-owned subsidiary of SEACOR Marine Holdings Inc. (the “Company”), completed the sale of 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”) pursuant to a Sale and Purchase Agreement entered into on December 18, 2020 (the “Sale”). At closing, the Buyer paid to 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. As of the closing date, 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.
The unaudited pro forma financial information of the Company giving effect to the Sale, and the related notes thereto, are attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure
On January 15, 2021, the Company issued a press release announcing the closing of the Sale. The press release is attached hereto as Exhibit 99.2 and is incorporated in this Item 7.01 by reference.
Item 9.01 Financial Statements and Exhibits
(b)Pro forma financial information
Unaudited pro forma financial information of the Company required pursuant to Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
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99.2 |
Press Release of SEACOR Marine Holdings Inc. dated January 15, 2021.
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SEACOR Marine Holdings Inc. |
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January 15, 2021 |
By: |
/s/ John Gellert |
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Name: John Gellert |
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Title: President and Chief Executive Officer |
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)
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As Reported |
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Windcat Workboats Holdings Limited (1) |
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Pro Forma |
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Operating Revenues |
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$ |
129,318 |
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$ |
(23,525 |
) |
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$ |
105,793 |
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Costs and Expenses: |
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Operating |
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77,661 |
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(12,078 |
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65,583 |
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Administrative and general |
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35,480 |
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(3,985 |
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31,495 |
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Lease expense |
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6,152 |
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(425 |
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5,727 |
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Depreciation and amortization |
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46,927 |
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(5,007 |
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41,920 |
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166,220 |
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(21,495 |
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144,725 |
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Loss on Asset Dispositions and Impairments, Net |
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(15,792 |
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— |
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(15,792 |
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Operating Loss |
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(52,694 |
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(2,030 |
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(54,724 |
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Other Income (Expense): |
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Interest income |
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1,255 |
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(43 |
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1,212 |
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Interest expense |
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(23,231 |
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828 |
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(22,403 |
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SEACOR Holdings guarantee fees |
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(36 |
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- |
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(36 |
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Derivative gains, net |
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5,204 |
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- |
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5,204 |
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Foreign currency losses, net |
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(959 |
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951 |
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(8 |
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(17,767 |
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1,736 |
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(16,031 |
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Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
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(70,461 |
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(294 |
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(70,755 |
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Income Tax Benefit |
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(24,868 |
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79 |
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(24,789 |
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Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
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(45,593 |
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(373 |
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(45,966 |
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Equity in Income of 50% or Less Owned Companies |
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1,458 |
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60 |
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1,518 |
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Loss from Continuing Operations |
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(44,135 |
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(313 |
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(44,448 |
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Net Loss attributable to Noncontrolling Interests in Subsidiaries |
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(4,036 |
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— |
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(4,036 |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
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$ |
(40,099 |
) |
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$ |
(313 |
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$ |
(40,412 |
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Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
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Continuing operations |
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$ |
(1.63 |
) |
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$ |
(0.01 |
) |
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$ |
(1.64 |
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Weighted Average Common Shares and Warrants Outstanding: |
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Basic and diluted shares |
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24,611,666 |
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— |
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24,611,666 |
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2
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2019
(in thousands, except share data)
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As Reported |
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Windcat Workboats Holdings Limited (2) |
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Pro Forma |
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Operating Revenues |
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$ |
201,492 |
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$ |
(27,039 |
) |
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$ |
174,453 |
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Costs and Expenses: |
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Operating |
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123,725 |
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(14,202 |
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109,523 |
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Administrative and general |
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44,726 |
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(4,935 |
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39,791 |
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Lease expense |
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16,158 |
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(318 |
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15,840 |
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Depreciation and amortization |
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64,012 |
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(6,846 |
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57,166 |
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248,621 |
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(26,301 |
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222,320 |
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Loss on Asset Dispositions and Impairments, Net |
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(5,397 |
) |
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(1,064 |
) |
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(6,461 |
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Operating Loss |
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(52,526 |
) |
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(1,802 |
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(54,328 |
) |
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Other Income (Expense): |
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Interest income |
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1,445 |
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(56 |
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1,389 |
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Interest expense |
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(30,056 |
) |
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1,100 |
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(28,956 |
) |
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SEACOR Holdings guarantee fees |
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(108 |
) |
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— |
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(108 |
) |
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Derivative gains, net |
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71 |
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— |
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71 |
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Foreign currency losses, net |
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(1,661 |
) |
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(879 |
) |
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(2,540 |
) |
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Other, net |
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(1 |
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— |
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(1 |
) |
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(30,310 |
) |
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165 |
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(30,145 |
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Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
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(82,836 |
) |
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(1,637 |
) |
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(84,473 |
) |
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Income Tax Benefit |
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(7,912 |
) |
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(57 |
) |
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(7,969 |
) |
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Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
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(74,924 |
) |
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(1,580 |
) |
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(76,504 |
) |
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Equity in Losses of 50% or Less Owned Companies |
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(14,304 |
) |
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(155 |
) |
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(14,459 |
) |
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Loss from Continuing Operations |
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(89,228 |
) |
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(1,735 |
) |
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(90,963 |
) |
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Net Loss attributable to Noncontrolling Interests in Subsidiaries |
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(5,858 |
) |
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— |
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(5,858 |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
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$ |
(83,370 |
) |
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$ |
(1,735 |
) |
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$ |
(85,105 |
) |
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Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
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Continuing operations |
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$ |
(3.55 |
) |
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$ |
(0.07 |
) |
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$ |
(3.62 |
) |
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Weighted Average Common Shares and Warrants Outstanding: |
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Basic and diluted shares |
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23,513,925 |
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— |
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23,513,925 |
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3
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2018
(in thousands, except share data)
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As Reported |
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Windcat Workboats Holdings Limited (2) |
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Pro Forma |
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|||
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Operating Revenues |
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$ |
203,567 |
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$ |
(24,406 |
) |
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$ |
179,161 |
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Costs and Expenses: |
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Operating |
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132,274 |
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(12,687 |
) |
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119,587 |
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Administrative and general |
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46,454 |
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(4,838 |
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41,616 |
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Lease expense |
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13,239 |
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(274 |
) |
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12,965 |
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Depreciation and amortization |
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68,841 |
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(7,423 |
) |
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61,418 |
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260,808 |
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(25,222 |
) |
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235,586 |
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Loss on Asset Dispositions and Impairments, Net |
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(11,268 |
) |
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(721 |
) |
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(11,989 |
) |
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Operating Loss |
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(68,509 |
) |
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|
95 |
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(68,414 |
) |
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Other Income (Expense): |
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Interest income |
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1,222 |
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(51 |
) |
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1,171 |
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Interest expense |
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(27,404 |
) |
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678 |
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(26,726 |
) |
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SEACOR Holdings guarantee fees |
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(29 |
) |
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— |
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(29 |
) |
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Loss on Debt Extinguishment |
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(638 |
) |
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— |
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(638 |
) |
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Derivative gains, net |
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2,854 |
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— |
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2,854 |
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Foreign currency losses, net |
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(1,397 |
) |
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|
69 |
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(1,328 |
) |
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Other, net |
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|
677 |
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— |
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|
677 |
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(24,715 |
) |
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|
696 |
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(24,019 |
) |
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Loss from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies |
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|
(93,224 |
) |
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|
791 |
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(92,433 |
) |
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Income Tax Benefit |
|
|
(13,354 |
) |
|
|
(108 |
) |
|
|
(13,462 |
) |
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Loss from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies |
|
|
(79,870 |
) |
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|
899 |
|
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(78,971 |
) |
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Equity in Losses of 50% or Less Owned Companies |
|
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(3,552 |
) |
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(457 |
) |
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(4,009 |
) |
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Loss from Continuing Operations |
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(83,422 |
) |
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|
442 |
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(82,980 |
) |
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Net Loss attributable to Noncontrolling Interests in Subsidiaries |
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(4,444 |
) |
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— |
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(4,444 |
) |
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Net Loss attributable to SEACOR Marine Holdings Inc. |
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$ |
(78,978 |
) |
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$ |
442 |
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$ |
(78,536 |
) |
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Basic and Diluted Loss Per Common Share and Warrants of SEACOR Marine Holdings Inc. |
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|
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Continuing operations |
|
$ |
(3.77 |
) |
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$ |
0.02 |
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$ |
(3.75 |
) |
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Weighted Average Common Shares and Warrants Outstanding: |
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Basic and diluted shares |
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20,926,307 |
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— |
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20,926,307 |
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4
SEACOR MARINE HOLDINGS INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF LOSS
Year ended December 31, 2017
(in thousands, except share data)
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As Reported |
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Windcat Workboats Holdings Limited (2) |
|
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Pro Forma |
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|||
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Operating Revenues |
|
$ |
123,421 |
|
|
$ |
(24,922 |
) |
|
$ |
98,499 |
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Costs and Expenses: |
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Operating |
|
|
104,821 |
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|
|
(11,537 |
) |
|
|
93,284 |
|
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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
Exhibit 99.2
|
|
PRESS RELEASE |
SEACOR MARINE COMPLETES SALE OF WINDFARM SUPPORT BUSINESS
Houston, Texas
January 15, 2021
FOR IMMEDIATE RELEASE - SEACOR Marine Holdings Inc. (NYSE:SMHI) (the “Company” or “SEACOR Marine”), a leading provider of marine and support transportation services to offshore oil and natural gas and wind farm facilities worldwide, today announced that on January 12, 2021, SEACOR Marine completed the previously announced sale of Windcat Workboats Holdings Limited (“Windcat”) and its crew transfer vessel business to Compagnie Maritime Belge (“CMB”), a diversified shipping and logistics group. As consideration for the sale, CMB paid SEACOR Marine £32.8 million in cash, and assumed all of the approximately £20.4 million of debt outstanding under Windcat’s existing revolving credit facility. 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. Pro forma financial information of the Company giving effect to the closing will be provided in a Current Report on Form 8-K to be filed by the Company today with the Securities and Exchange Commission and available at www.sec.gov.
* * * * *
SEACOR Marine provides global marine and support transportation services to offshore oil and natural gas and windfarm facilities worldwide. SEACOR Marine and its joint ventures operate a diverse fleet of offshore support and specialty vessels that deliver cargo and personnel to offshore installations; handle anchors and mooring equipment required to tether rigs to the seabed; tow rigs and assist in placing them on location and moving them between regions; provide construction, well workover and decommissioning support; and carry and launch equipment used underwater in drilling and well installation, maintenance and repair. Additionally, SEACOR Marine’s vessels provide accommodations for technicians and specialists, safety support and emergency response services.
Certain statements discussed in this release as well as in other reports, 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. Generally, words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements concern management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters. Forward-looking statements are inherently uncertain and subject to a variety of assumptions, risks and uncertainties that could cause actual results to differ materially from those anticipated or expected by the management of the Company. These statements are not guarantees of future performance and actual events or results may differ significantly from these statements. Actual events or results are subject to significant known and unknown risks, uncertainties and other important factors, many of which are beyond the Company’s control. It should be understood that it is not possible to predict or identify all such factors. Consequently, the preceding should not be considered to be a complete discussion of all potential risks or uncertainties. Given these risk factors, investors and analysts should not place undue reliance on 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
1
change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based, except as required by law. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its filings with the Securities and Exchange Commission, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (if any). These statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995.
Please visit SEACOR Marine’s website at www.seacormarine.com for additional information.
For all other requests, contact Connie Morinello at (346) 980-1700 or InvestorRelations@seacormarine.com
2