QuickLinks -- Click here to rapidly navigate through this documentExhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined balance sheet as of December 31, 2004 and unaudited pro forma condensed combined statement of income for the year ended December 31, 2004 (collectively the "pro forma statements") are based on the historical financial statements of SEACOR and Seabulk after giving effect for the Seabulk merger using the purchase method of accounting and our preliminary estimates, assumptions and pro forma adjustments as described in the accompanying notes to the pro forma statements. Certain reclassifications of information as presented in SEACOR's and Seabulk's historical financial statements included elsewhere herein have been made to conform to the presentation of the pro forma statements.
The unaudited pro forma condensed combined balance sheet as of December 31, 2004 gives effect to the Seabulk merger as if it had occurred on that date. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2004 has been prepared to illustrate the effects of the Seabulk merger as if it had occurred on January 1, 2004. Preliminary estimates, assumptions and pro forma adjustments to state the acquired assets and liabilities of Seabulk at fair value are as of the announcement date of the Seabulk merger, March 16, 2005. Shares of SEACOR common stock assumed issued in the pro forma statements to acquire the outstanding Seabulk shares as of the announcement date were valued using an average market price over a period of days shortly before and after the announcement date. The pro forma statements are presented for information purposes only and have been derived from, and should be read in conjunction with, the historical consolidated financial statements of SEACOR and Seabulk, including the notes thereto. The pro forma adjustments, as described in the notes to the pro forma statements, are based on currently available information that we believe are reasonable. These adjustments are not necessarily indicative of our financial position or results of operations that would have occurred had the Seabulk merger taken place on the dates indicated, nor are they necessarily indicative of SEACOR's future financial position or results of operations.
Pro forma adjustments reflect an allocation of the purchase price, material charges, credits and related tax effects that are directly attributable to the Seabulk merger and to conform Seabulk's accounting policies with those of SEACOR. Certain pro forma adjustments were based on a preliminary assessment of the value of assets and liabilities acquired as part of the Seabulk merger. However, changes to adjustments included in the pro forma statements are expected as valuations of assets and liabilities are finalized and additional information becomes available. The final purchase price allocations for the Seabulk merger will be affected by formal valuation analysis of certain assets by outside appraisal firms and may result in material adjustments to the amounts presented in the pro forma statements. Furthermore, the impact of integration activities and the finalization of charges and credits directly attributable to the Seabulk merger could also cause actual results to materially differ from the pro forma statements presented herein.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of December 31, 2004
(in thousands)
| | SEACOR
| | Seabulk
| | Adjustments
| | Pro Forma
Condensed
Combined
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| ASSETS | | | | | | | | | | | | | |
Current Assets: |
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| | Cash and cash equivalents | | $ | 214,389 | | $ | 18,949 | | $ | (108,058 | )(a) | $ | 125,280 | |
| | Restricted cash | | | — | | | 35,681 | | | — | | | 35,681 | |
| | Available-for-sale securities | | | 136,992 | | | — | | | (12,866 | )(h) | | 124,126 | |
| | Accounts receivable, net | | | 193,050 | | | 58,993 | | | — | | | 252,043 | |
| | Inventories | | | 18,837 | | | 7,868 | | | (4,114 | )(b) | | 22,591 | |
| | Prepaid expenses and other | | | 35,453 | | | 3,627 | | | — | | | 39,080 | |
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| | | | Total current assets | | | 598,721 | | | 125,118 | | | (125,038 | ) | | 598,801 | |
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| Investments, at Equity, and Receivables From 50% or Less Owned Companies | | | 47,870 | | | — | | | — | | | 47,870 | |
| Property and Equipment, net | | | 925,597 | | | 598,793 | | | 284,751 | (c) | | 1,809,141 | |
| Construction Reserve Funds | | | 144,006 | | | — | | | — | | | 144,006 | |
| Goodwill | | | 28,755 | | | — | | | 143,303 | (a) | | 172,058 | |
| Deferred Drydocking | | | — | | | 32,377 | | | (32,377 | )(d) | | — | |
| Deferred Debt Issuance Costs | | | 7,338 | | | 12,676 | | | (12,676 | )(e) | | 7,338 | |
| Other Assets | | | 13,722 | | | 17,824 | | | — | | | 31,546 | |
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| | | $ | 1,766,009 | | $ | 786,788 | | $ | 257,963 | | $ | 2,810,760 | |
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| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | | | | | | |
Current Liabilities: |
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| | Accounts payable and accrued expenses | | $ | 63,461 | | $ | 14,918 | | $ | — | | $ | 78,379 | |
| | Current portion of long-term debt | | | 13,228 | | | 16,653 | | | — | | | 29,881 | |
| | Current obligations under capital leases | | | — | | | 3,708 | | | — | | | 3,708 | |
| | Other current liabilities | | | 65,797 | | | 40,196 | | | 6,400 | (f) | | 112,393 | |
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| | | | Total current liabilities | | | 142,486 | | | 75,475 | | | 6,400 | | | 224,361 | |
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| Long-Term Debt and Capital Lease Obligations | | | 582,367 | | | 507,439 | | | (20,572 | )(g) | | 1,069,234 | |
| Deferred Income Taxes | | | 211,542 | | | — | | | 40,726 | (i) | | 252,268 | |
| Deferred Income and Other Liabilities | | | 28,988 | | | 4,879 | | | — | | | 33,867 | |
| Minority Interest in Subsidiaries | | | 6,869 | | | — | | | — | | | 6,869 | |
| Stockholders' Equity: | | | | | | | | | | | | | |
| | Common stock | | | 245 | | | 234 | | | (168 | )(j) | | 311 | |
| | Additional paid-in capital | | | 412,210 | | | 259,843 | | | 170,977 | (j) | | 843,030 | |
| | Retained earnings (deficit) | | | 551,273 | | | (60,379 | ) | | 60,379 | (j) | | 551,273 | |
| | Treasury shares | | | (197,850 | ) | | — | | | — | | | (197,850 | ) |
| | Unearned restricted stock | | | (2,423 | ) | | (758 | ) | | 758 | (k) | | (2,423 | ) |
| | Accumulated other comprehensive income | | | 30,302 | | | 55 | | | (537 | )(h) | | 29,820 | |
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| | | | Total stockholders' equity | | | 793,757 | | | 198,995 | | | 231,409 | | | 1,224,161 | |
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| | | $ | 1,766,009 | | $ | 786,788 | | $ | 257,963 | | $ | 2,810,760 | |
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Notes to Unaudited Pro Forma Condensed Combined Balance Sheet
- (a)
- The preliminary estimated consideration is allocated as follows (in thousands, except share data):
| Consideration to purchase all outstanding Seabulk stock, warrants and options | | | | |
| | Cash consideration | | $ | 98,608 | |
| | Estimated direct transaction fees and expenses | | | 9,450 | |
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| | | | Total cash consideration | | | 108,058 | |
| | Premium over par paid by SEACOR for Seabulk long-term debt (see note h) | | | 540 | |
| | 6,641,270 SEACOR shares issued at $64.88 per share (exchange ratio of 0.2694) | | | 430,886 | |
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| | | | Total consideration | | | 539,484 | |
Preliminary allocation of consideration |
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| | Book value of Seabulk net assets | | | (199,698 | ) |
| | Adjustments to historical net book value: | | | | |
| | | | Inventories policy change, net of $1,440 in tax (see note b) | | | 2,674 | |
| | | | Property and Equipment, net of $99,663 in tax (see note c) | | | (185,088 | ) |
| | | | Drydocking policy change, net of $11,332 in tax (see note d) | | | 21,045 | |
| | | | Write-off deferred debt issuance costs, net of $4,437 in tax (see note e) | | | 8,239 | |
| | | | Compensation reserves, net of $2,240 in tax (see note f) | | | 4,160 | |
| | | | Long-term debt, net of $3,175 in tax (see note g) | | | (5,897 | ) |
| | | | Reduction of deferred tax valuation allowance (see note i) | | | (42,374 | ) |
| | | | Unearned Seabulk restricted stock (see note k) | | | 758 | |
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| Adjustment to Goodwill | | $ | 143,303 | |
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- (b)
- Represents the elimination of Seabulk's capitalized non-fuel inventories and supplies relating to its offshore marine vessel fleet to conform with SEACOR's accounting policy.
- (c)
- Represents preliminary purchase price adjustments to state Seabulk's acquired property and equipment at its estimated fair value of $883.5 million. Final purchase price adjustments based on the final valuation may materially differ from our preliminary estimates presented herein. Deferred tax liabilities associated with non-deductible fair market value adjustments were calculated using an income tax rate of 35% as the future depreciation of the fair market value adjustments will not be tax deductible.
- (d)
- Represents the elimination of Seabulk's deferred drydocking expense to conform with SEACOR's accounting policy.
- (e)
- Represents the elimination of Seabulk's deferred debt issuance costs as a result of stating its long-term debt at fair value (see note g).
- (f)
- Represents accrued payments related to various employment agreements among Seabulk and its senior officers triggered by the Seabulk merger and reserves for potential redundancies of personnel.
- (g)
- Represents the revaluation of Seabulk's remaining outstanding senior notes, after the elimination of $11.5 million par value of senior notes held by SEACOR (see note h), and Seabulk's Title XI debt to their estimated fair values. All other long-term debt and capital lease obligations of Seabulk are considered to approximate fair value in the pro forma statements. Final purchase price adjustments based on the final valuation of these Seabulk obligations may materially differ from our preliminary estimate presented herein.
- (h)
- Represents the elimination of SEACOR's investment in Seabulk's senior notes, stated at a fair value of $12.9 million, and the related unrealized gain of $0.5 million, net of $0.3 million in tax,
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against Seabulk's corresponding long-term debt of $11.5 million par value. The premium over par paid by SEACOR for its investment in Seabulk's senior notes of $0.5 million is included as additional consideration paid in the Seabulk merger.
- (i)
- Represents additional net deferred tax liabilities of $83.4 million recognized as a result of net of tax adjustments relating to the preliminary allocation of consideration (see note a), offset by reductions in Seabulk's valuation allowance of $42.4 million (see note a and as discussed below) and in SEACOR's deferred tax liability for unrealized gains on marketable securities of $0.3 million (see note h). As of December 31, 2004, Seabulk had outstanding deferred tax assets of $189.8 million (primarily net operating loss carryforwards and foreign tax credits), deferred tax liabilities of $127.4 million (primarily property differences) and recognized a valuation allowance of $62.4 million to offset the entire net deferred asset. The utilization of Seabulk's net operating loss carryforwards by the combined group will be subject to significant limitations; however, we have assumed that its entire net deferred tax asset will be realized except for $20.0 million of foreign tax credits for purposes of the pro forma statements. The final determination of these limitations may materially differ from our preliminary estimate presented herein.
- (j)
- Represents the total increase in capital for the combined group, comprised of SEACOR stock consideration of $430.9 million issued as a result of the Seabulk merger, offset by the historical net book value of Seabulk of $199.7 million.
- (k)
- Represents the elimination of Seabulk unvested restricted stock as a result of accelerated vesting triggered by the Seabulk merger.
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Unaudited Pro Forma Condensed Combined Statement of Income
For the Year Ended December 31, 2004
(in thousands, except per share data)
| | SEACOR
| | Seabulk
| | Adjustments
| | Pro Forma
Condensed
Combined
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| Operating Revenues | | $ | 491,860 | | $ | 352,328 | | $ | — | | $ | 844,188 | |
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| Cost and Expenses: | | | | | | | | | | | | | |
| | Operating expenses | | | 354,163 | | | 218,039 | | | (3,242 | )(a) | | 568,960 | |
| | Administrative and general | | | 61,425 | | | 37,526 | | | — | | | 98,951 | |
| | Depreciation and amortization | | | 57,834 | | | 40,537 | | | 39,760 | (b) | | 138,131 | |
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| | | | 473,422 | | | 296,102 | | | 36,518 | | | 806,042 | |
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| Gains on Asset Sales | | | 10,234 | | | 4,116 | | | — | | | 14,350 | |
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| Operating Income | | | 28,672 | | | 60,342 | | | (36,518 | ) | | 52,496 | |
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Other Income (Expense): |
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| | Interest income | | | 8,422 | | | 309 | | | — | | | 8,731 | |
| | Interest expense | | | (22,485 | ) | | (33,888 | ) | | 1,075 | (c) | | (55,298 | ) |
| | Other, net | | | 9,677 | | | 4,624 | | | — | | | 14,301 | |
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| | | | (4,386 | ) | | (28,955 | ) | | 1,075 | | | (32,266 | ) |
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| Income Before Income Tax Expense, Minority Interest and Equity in Earnings of 50% or Less Owned Companies | | | 24,286 | | | 31,387 | | | (35,443 | ) | | 20,230 | |
| Income Tax Expense (Benefit) | | | 8,573 | | | 5,189 | | | (6,690 | )(d) | | 7,072 | |
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| Income Before Minority Interest and Equity in Earnings of 50% or Less Owned Companies | | | 15,713 | | | 26,198 | | | (28,753 | ) | | 13,158 | |
| Minority Interest in Net Income of Subsidiaries | | | (483 | ) | | (264 | ) | | — | | | (747 | ) |
| Equity in Earnings of 50% or Less Owned Companies | | | 4,659 | | | — | | | — | | | 4,659 | |
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| Net Income | | $ | 19,889 | | $ | 25,934 | | $ | (28,753 | ) | $ | 17,070 | |
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| Basic Earnings Per Common Share | | $ | 1.09 | | $ | 1.11 | | | | | $ | 0.68 | |
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| Diluted Earnings Per Common Share | | $ | 1.08 | | $ | 1.09 | | | | | $ | 0.68 | |
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| Weighted Average Common Shares Outstanding: | | | | | | | | | | | | | |
| | Basic | | | 18,306 | | | 23,264 | | | | | | 24,947 | |
| | Diluted | | | 18,609 | | | 23,761 | | | | | | 25,251 | |
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Notes to Unaudited Condensed Combined Pro Forma Statement of Income
- (a)
- Represents the elimination of Seabulk's capitalized non-fuel inventories and supplies amortization of $0.6 million and a $2.6 million reduction to restate Seabulk's drydock costs to an as incurred basis to conform with SEACOR's accounting policy.
- (b)
- Represents the restatement of Seabulk's depreciation expense to $80.3 million resulting from our preliminary valuation of its property and equipment of $883.5 million and to conform with SEACOR's accounting policies regarding depreciable useful lives and salvage values.
- (c)
- Represents the elimination of Seabulk's deferred debt issuance costs and premium amortization of $1.7 million offset by an expected net increase of $0.6 million resulting from the revaluation of Seabulk's senior notes and Title XI debt.
- (d)
- Represents the restatement of Seabulk's Income Tax Expense to an effective tax rate of 37% as a result of the recognition of Seabulk's net operating carryforwards by the combined group.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATAUnaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2004 (in thousands)Notes to Unaudited Pro Forma Condensed Combined Balance SheetUnaudited Pro Forma Condensed Combined Statement of Income For the Year Ended December 31, 2004 (in thousands, except per share data)Notes to Unaudited Condensed Combined Pro Forma Statement of Income
