SEACOR HOLDINGS INC.
UNAUDITED PRO FORMA FINANCIAL INFORMATION
Share Purchase Agreement
On April 4, 2018, SEACOR Capital (Asia) Limited (“SEACOR Capital”), an indirect wholly-owned subsidiary of SEACOR Holdings Inc. (the “Company”) and the owner of 34.18% of the outstanding ordinary shares of Hawker Pacific Airservices Limited (“Hawker”), entered into a Share Purchase Agreement (the “SPA”) by and among (i) SEACOR Capital, (ii) BH Global Aviation LP, an affiliate of Britton Hill Partners, the owner of the remaining outstanding ordinary shares of Hawker (“BH” and, together with SEACOR Capital, the “Sellers”), (iii) holders of all of the issued and outstanding options to purchase ordinary shares of Hawker (the “Selling Optionholders”), (iv) Hawker, (v) a representative of the Sellers and (vi) Eagle Enterprise, Inc. (“Buyer”), an affiliate of Jet Aviation. Upon the terms and subject to the conditions set forth in the SPA, (a) Sellers agreed to sell to Buyer, and Buyer agreed to purchase from Sellers, all of the issued and outstanding ordinary shares of Hawker (the “Shares”) and (b) the Selling Optionholders agreed to sell to Buyer, and Buyer agreed to purchase from the Selling Optionholders, all of their in-the-money vested options to purchase ordinary shares of Hawker, for an aggregate purchase price of $250.0 million in cash, subject to adjustment for cash, indebtedness and transaction expenses and a post-closing working capital adjustment. The transaction closed on April 30, 2018.
Pro Forma Financial Information
The following unaudited pro forma financial statements are derived from the Company’s historical financial statements. The pro forma adjustments give effect to consummation of the transaction contemplated by the SPA (the “SPA Transaction”). The unaudited pro forma statements of income for the fiscal year ended December 31, 2017 and for the three months ended March 31, 2018 give effect to the SPA Transaction as if it had occurred on January 1, 2017 and 2018, respectively. The unaudited pro forma balance sheet as of March 31, 2018, gives effect to the SPA Transaction as if it had occurred on March 31, 2018.
The pro forma financial statements reflect the Company’s gain, net of tax, on the sale of its equity method investment in Hawker, which is included in equity in earnings (losses) of 50% or less owned companies net of tax, the resulting current income tax obligation, cash proceeds received and the disposition of the carrying value of the Company’s investment in Hawker and the related equity in earnings of Hawker for the periods presented. The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and expectations, and the Company believes such assumptions are reasonable under the circumstances.
The unaudited pro forma financial statements are provided for illustrative and informational purposes only and are not necessarily indicative of and do not purport to represent, what the Company’s financial condition or operating results would have been had the SPA Transaction occurred on the dates indicated or what the Company’s future financial condition or operating results will be after giving effect to the SPA Transaction. The pro forma financial information information was based on and derived from the Company’s audited consolidated financial statements and the Company’s unaudited condensed consolidated financial statements and should be read in conjunction with the Company’s historical financial statements and accompanying notes.

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SEACOR Holdings Inc.
Condensed Consolidated Statements of Income
Three months ended March 31, 2018
(in thousands, except share data, unaudited)
 
As Reported
 
Pro Forma
Operating Revenues
$
184,824

 
$
184,824

Costs and Expenses:
 
 
 
Operating
131,777

 
131,777

Administrative and general
25,795

 
25,795

Depreciation and amortization
19,609

 
19,609

 
177,181

 
177,181

Gains on Asset Dispositions and Impairments, Net
7,045

 
7,045

Operating Income
14,688

 
14,688

Other Income (Expense):
 
 
 

Interest income
1,856

 
1,856

Interest expense
(8,563
)
 
(8,563
)
Debt extinguishment losses, net
(42
)
 
(42
)
Marketable security losses, net
(3,798
)
 
(3,798
)
Derivative gains, net

 

Foreign currency gains, net
1,690

 
1,690

Other, net
283

 
283

 
(8,574
)
 
(8,574
)
Income Before Income Tax Benefit and Equity in Earnings (Losses) of 50% or Less Owned Companies
6,114

 
6,114

Income Tax Benefit
(281
)
 
(281
)
Income Before Equity in Earnings (Losses) of 50% or Less Owned Companies
6,395

 
6,395

Equity in Earnings (Losses) of 50% or Less Owned Companies, Net of Tax
(837
)
 
41,708

Net Income
5,558

 
48,103

Net Income attributable to Noncontrolling Interests in Subsidiaries
4,917

 
4,917

Net Income attributable to SEACOR Holdings Inc.
$
641

 
$
43,186

 
 
 
 
Basic Earnings Per Common Share of SEACOR Holdings Inc.
$
0.04

 
$
2.40

Diluted Earnings Per Common Share of SEACOR Holdings Inc.
$
0.04

 
$
2.08

 
 
 
 
Weighted Average Common Shares Outstanding:
 
 
 
Basic
17,969,970

 
17,969,970

Diluted
18,178,518

 
22,301,135


2



SEACOR Holdings Inc.
Condensed Consolidated Statements of Income
Year ended December 31, 2017
(in thousands, except share data, unaudited)
 
As Reported
 
Pro Forma
Operating Revenues
$
577,891

 
$
577,891

Costs and Expenses:
 
 
 
Operating
360,881

 
360,881

Administrative and general
103,106

 
103,106

Depreciation and amortization
75,058

 
75,058

 
539,045

 
539,045

Gains on Asset Dispositions and Impairments, Net
11,637

 
11,637

Operating Income
50,483

 
50,483

Other Income (Expense):
 
 
 
Interest income
8,547

 
8,547

Interest expense
(41,530
)
 
(41,530
)
Debt extinguishment losses, net
(819
)
 
(819
)
Marketable security losses, net
(1,782
)
 
(1,782
)
Derivative gains, net
19,727

 
19,727

Foreign currency gains, net
323

 
323

Other, net
256

 
256

 
(15,278
)
 
(15,278
)
Income from Continuing Operations Before Income Tax Benefit and Equity in Earnings of 50% or Less Owned Companies
35,205

 
35,205

Income Tax Benefit
(67,189
)
 
(67,189
)
Income from Continuing Operations Before Equity in Earnings of 50% or Less Owned Companies
102,394

 
102,394

Equity in Earnings of 50% or Less Owned Companies, Net of Tax
2,952

 
45,649

Income from Continuing Operations
105,346

 
148,043

Loss from Discontinued Operations, Net of Tax
(23,637
)
 
(23,637
)
Net Income
81,709

 
124,406

Net Income attributable to Noncontrolling Interests in Subsidiaries
20,066

 
20,066

Net Income attributable to SEACOR Holdings Inc.
$
61,643

 
$
104,340

 
 
 
 
Net Income (Loss) attributable to SEACOR Holdings Inc.:
 
 
 
Continuing Operations
$
82,849

 
$
125,546

Discontinued Operations
(21,206
)
 
(21,206
)
 
$
61,643

 
$
104,340

Basic Earnings (Loss) Per Common Share of SEACOR Holdings Inc.:


 


Continuing Operations
$
4.77

 
$
7.23

Discontinued Operations
(1.22
)
 
(1.22
)
 
$
3.55

 
$
6.01

Diluted Earnings (Loss) Per Common Share of SEACOR Holdings Inc.


 


Continuing Operations
$
4.24

 
$
6.10

Discontinued Operations
(0.93
)
 
(0.93
)
 
$
3.31

 
$
5.17

Weighted Average Common Shares Outstanding:
 
 
 
Basic
17,368,081

 
17,368,081

Diluted
22,934,158

 
22,934,158



3



SEACOR Holdings Inc.
Condensed Consolidated Balance Sheets
March 31, 2018
(in thousands, unaudited)
 
As Reported
 
Pro Forma
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
272,522

 
$
350,537

Restricted cash
2,982

 
2,982

Marketable securities
38,963

 
38,963

Trade and other receivables
152,144

 
152,144

Inventories
3,821

 
3,821

Prepaid expenses and other
4,572

 
4,572

Total current assets
475,004

 
553,019

Property and Equipment, Net
860,099

 
860,099

Investments, at Equity, and Advances to 50% or Less Owned Companies
170,305

 
147,081

Construction Reserve Funds
36,790

 
36,790

Goodwill
32,807

 
32,807

Intangible Assets, Net
28,072

 
28,072

Other Assets
9,396

 
9,396

 
$
1,612,473

 
$
1,667,264

LIABILITIES AND EQUITY
 
 
 
Current Liabilities:
 
 
 
Current portion of long-term debt
$
77,634

 
$
77,634

Accounts payable and accrued expenses
40,844

 
40,844

Other current liabilities
59,651

 
70,541

Total current liabilities
178,129

 
189,019

Long-Term Debt
495,863

 
495,863

Deferred Income Taxes
102,084

 
102,084

Deferred Gains and Other Liabilities
74,923

 
74,923

 
850,999

 
861,889

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

 

Common stock
389

 
389

Additional paid-in capital
1,576,657

 
1,576,657

Retained earnings
417,302

 
461,203

Shares held in treasury, at cost
(1,367,433
)
 
(1,367,433
)
Accumulated other comprehensive loss, net of tax
96

 
96

 
627,011

 
670,912

Noncontrolling interests in subsidiaries
134,463

 
134,463

Total equity
761,474

 
805,375

 
$
1,612,473

 
$
1,667,264


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