Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
The accompanying unaudited pro forma combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and reflect the impact of the following business combination on the historical financial statements of Tidewater Inc. (“Tidewater”). On March 9, 2022, Tidewater entered into a Share Purchase Agreement (“Purchase Agreement”). Under the terms of the Purchase Agreement, Tidewater acquired all the issued and outstanding stock of Swire Pacific Offshore Holdings Limited (“Swire”) in exchange for $42.0 million in cash and 8.1 million warrants to purchase one share of Tidewater common stock at an exercise price of $0.001 per share and closing adjustments related to cash and working capital as detailed in the preliminary purchase consideration table below in Note 3 (the “Transaction”). The acquisition closed on April 22, 2022 (the “Transaction Date”). Refer to Note 3 of the unaudited pro forma combined financial statements for the terms and purchase price consideration provided in connection with the business combination.
The unaudited pro forma combined statement of operations was derived from Tidewater's and Swire's historical financial statements, and give effect to the following:
● | the acquisition of Swire and the impact of preliminary purchase accounting for the acquired assets and assumed liabilities; |
● | the reclassification of certain Swire historical financial information to conform to Tidewater’s presentation; |
● | the impact of certain warrants issued by Tidewater to Swire; and |
● | the related income tax effects of the pro forma adjustments. |
The unaudited pro forma combined financial statements should be read in conjunction with the following:
● | Tidewater’s most recently filed Form 10-K, filed on March 9, 2022; and |
● | Swire’s audited financial statements for the years ended December 31, 2021 and 2020, included elsewhere in this Form 8-K/A. |
Additional information about the basis of presentation of this information is provided in Note 1 hereto.
These unaudited pro forma combined financial statements, which are referred to as the “unaudited pro forma combined balance sheet”, the “unaudited pro forma combined statement of operations”, and collectively as the “unaudited pro forma combined financial statements”, were prepared using the acquisition method of accounting for the business combination. Under this method of accounting, which is in accordance with Accounting Standard Codification (“ASC”) 805 – Business Combinations under generally accepted accounting principles in the United States (“U.S. GAAP”), Tidewater is the accounting acquirer of Swire and the purchase price for Swire is allocated to the underlying assets acquired and liabilities assumed based on their respective fair values, with any excess purchase price allocated to goodwill.
The unaudited pro forma adjustments to the historical financial statements are based on currently available information, and in many cases are based on estimates and management’s preliminary valuation of the fair value of tangible and intangible assets acquired and liabilities assumed. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma combined financial statements. Tidewater believes such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. The actual purchase accounting assessment may vary based on final analyses of the valuation of assets acquired and liabilities assumed, particularly with regard to definite-lived intangible assets and deferred tax assets and liabilities, which variances could be material. Tidewater will finalize the accounting for the Transaction as soon as practicable within the measurement period in accordance with ASC 805, but in no event later than one year from the Transaction Date.
The unaudited pro forma combined financial statements may not be indicative of Tidewater’s future performance and do not necessarily reflect what Tidewater’s financial position and results of operations would have been had these transactions occurred at the beginning of the period presented. Further, the unaudited pro forma combined financial statements do not purport to project the future operating results or financial position of Tidewater following the completion of the Transaction. Additionally, the unaudited pro forma combined financial statements do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to the Transaction, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies.
UNAUDITED PRO FORMA COMBINED BALANCE SHEET | |||||||
As of December 31, 2021 (In Thousands) |
Historical | |||||||||||||||||
Tidewater Inc. | Swire (As Adjusted) (Note 2) | Transaction Accounting Adjustments (Note 4) | Notes | Pro Forma Combined | |||||||||||||
ASSETS | |||||||||||||||||
Current assets | |||||||||||||||||
Cash and cash equivalents | 149,037 | 31,232 | (60,878 | ) | A | 119,391 | |||||||||||
Restricted cash | 1,240 | - | - | 1,240 | |||||||||||||
Trade and other receivables, net | 86,503 | 85,493 | - | 171,996 | |||||||||||||
Due from affiliates, net | 70,134 | - | - | 70,134 | |||||||||||||
Marine operating supplies | 12,606 | 6,406 | - | 19,012 | |||||||||||||
Assets held for sale | 14,421 | - | 2,500 | K | 16,921 | ||||||||||||
Prepaid expenses and other current assets | 8,731 | 6,474 | 32,279 | J | 47,484 | ||||||||||||
Total current assets | 342,672 | 129,605 | (26,099 | ) | 446,178 | ||||||||||||
Non-current assets | |||||||||||||||||
Net properties and equipment | 688,040 | 275,403 | (94,783 | ) | B | 868,660 | |||||||||||
Deferred drydocking and survey costs | 40,734 | 28,067 | (28,067 | ) | C | 40,734 | |||||||||||
Other assets | 24,334 | 117,399 | (113,412 | ) | D | 28,126 | |||||||||||
(195 | ) | L | |||||||||||||||
Total non-current assets | 753,108 | 420,869 | (236,457 | ) | 937,520 | ||||||||||||
Total assets | 1,095,780 | 550,474 | (262,556 | ) | 1,383,698 | ||||||||||||
LIABILITIES | |||||||||||||||||
Current liabilities | |||||||||||||||||
Accounts payable | 20,788 | 6,304 | - | 27,092 | |||||||||||||
Accrued expenses | 51,734 | 102,416 | - | 154,150 | |||||||||||||
Due to affiliates | 61,555 | - | - | 61,555 | |||||||||||||
Payable to Swire Pacific Group | - | 32,563 | (32,563 | ) | I | - | |||||||||||
Other current liabilities | 23,865 | 6,634 | 9,752 | G | 47,760 | ||||||||||||
7,509 | H | ||||||||||||||||
Total current liabilities | 157,942 | 147,917 | (15,302 | ) | 290,557 | ||||||||||||
Non-current liabilities | |||||||||||||||||
Long-term debt | 167,885 | - | - | 167,885 | |||||||||||||
Other liabilities | 68,184 | 164 | - | 68,348 | |||||||||||||
Total non-current liabilities | 236,069 | 164 | - | 236,233 | |||||||||||||
Total liabilities | 394,011 | 148,081 | (15,302 | ) | 526,790 | ||||||||||||
EQUITY | |||||||||||||||||
Shareholder's equity | |||||||||||||||||
Common stock of $0.001 par value | 41 | 50,000 | (50,000 | ) | E | 41 | |||||||||||
Additional paid-in capital | 1,376,494 | 1,250,000 | (1,250,000 | ) | E | 1,539,142 | |||||||||||
162,648 | F | ||||||||||||||||
Accumulated deficit | (677,900 | ) | (896,702 | ) | 896,702 | E | (685,409 | ) | |||||||||
(7,509 | ) | H | |||||||||||||||
Accumulated other comprehensive income/(loss) | 2,668 | 2,880 | (2,880 | ) | E | 2,668 | |||||||||||
Total shareholder's equity | 701,303 | 406,178 | (251,039 | ) | 856,442 | ||||||||||||
Noncontrolling interests | 466 | (3,785 | ) | 3,785 | E | 466 | |||||||||||
Total noncontrolling interests | 466 | (3,785 | ) | 3,785 |
| 466 | |||||||||||
Total equity | 701,769 | 402,393 | (247,254 | ) | 856,908 | ||||||||||||
Total liability and equity | 1,095,780 | 550,474 | (262,556 | ) | 1,383,698 |
See accompanying notes to unaudited pro forma combined financial information.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS | ||||||||
For the Year ended December 31, 2021 (In Thousands, except share and per share data) |
Historical | |||||||||||||||||
Tidewater Inc. | Swire (As Adjusted) (Note 2) | Transaction Accounting Adjustments (Note 4) | Notes | Pro Forma Combined | |||||||||||||
Revenues | |||||||||||||||||
Vessel revenues | $ | 361,569 | $ | 202,484 | $ | - | $ | 564,053 | |||||||||
Other operating revenues | 9,464 | 4,989 | - | 14,453 | |||||||||||||
Total revenues | 371,033 | 207,473 | - | 578,506 | |||||||||||||
Operating expenses | |||||||||||||||||
Vessel operating costs | 261,814 | 172,953 | - | 434,767 | |||||||||||||
Costs of other operating revenues | 2,231 | - | - | 2,231 | |||||||||||||
General and administrative | 68,516 | 29,986 | 7,509 | DD | 106,011 | ||||||||||||
Depreciation and amortization | 114,544 | 31,250 | (11,219 | ) | AA | 134,575 | |||||||||||
Loss/(gain) on asset dispositions, net | 2,901 | (11,077 | ) | - | (8,176 | ) | |||||||||||
Affiliate credit loss impairment expense | 400 | - | - | 400 | |||||||||||||
Long lived asset impairments and other | 15,643 | - | - | 15,643 | |||||||||||||
Total operating expenses | 466,049 | 223,112 | (3,710 | ) | 685,451 | ||||||||||||
Operating (loss) income | (95,016 | ) | (15,639 | ) | 3,710 | (106,945 | ) | ||||||||||
Other income (expense) | |||||||||||||||||
Foreign exchange loss | (369 | ) | (324 | ) | - | (693 | ) | ||||||||||
Equity in net losses of unconsolidated companies | (3,322 | ) | 2,332 | (2,332 | ) | BB | (3,322 | ) | |||||||||
Interest income and other, net | 1,605 | 550 | - | 2,155 | |||||||||||||
Gain on sale of subsidiary | - | 14,268 | (14,268 | ) | CC | - | |||||||||||
Loss on early extinguishment of debt | (11,100 | ) | - | - | (11,100 | ) | |||||||||||
Interest and other debt costs, net | (15,583 | ) | (42 | ) | - | (15,625 | ) | ||||||||||
Total operating income | (28,769 | ) | 16,784 | (16,600 | ) | (28,585 | ) | ||||||||||
Income (loss) before income taxes | (123,785 | ) | 1,145 | (12,890 | ) | (135,530 | ) | ||||||||||
Income tax expense | 5,875 | 2,104 | - | 7,979 | |||||||||||||
Net loss | (129,660 | ) | (959 | ) | (12,890 | ) | (143,509 | ) | |||||||||
Net loss attributable to noncontrolling interests | (691 | ) | (710 | ) | - | (1,401 | ) | ||||||||||
Net (loss) income attributable to Tidewater Inc. | (128,969 | ) | (249 | ) | (12,890 | ) | (142,108 | ) | |||||||||
Net income per share: | |||||||||||||||||
Basic | $ | (3.14 | ) | $ | - | $ | (3.47 | ) | |||||||||
Diluted | $ | (3.14 | ) | $ | - | $ | (3.47 | ) | |||||||||
Weighted average shares: | |||||||||||||||||
Basic | 41,008,907 | - | 41,008,907 | ||||||||||||||
Diluted | 41,008,907 | - | 41,008,907 |
See accompanying notes to unaudited pro forma combined financial information. |
Unless stated otherwise in the body of these notes, all dollar value references in the tables of these notes are stated in thousands of dollars.
Note 1. Basis of Presentation
The unaudited pro forma combined financial information and related notes are prepared in accordance with regulations of the Securities and Exchange Commission (SEC) and are intended to show how the transaction might have affected the historical financial statements.
The accompanying unaudited pro forma combined financial statements are based on the historical financial statements of Tidewater and Swire after giving effect to the Transaction using the acquisition method of accounting, as well as certain reclassification and pro forma adjustments. In accordance with the acquisition method of accounting for business combinations, the assets acquired and the liabilities assumed will be recorded as of the Transaction Date at their respective fair values.
Tidewater’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. The historical financial information of Swire was prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted by the International Accounting Standards Board in U.S. dollars. Management performed a preliminary assessment of the adjustments necessary to conform Swire’s historical IFRS financial statements to a U.S. GAAP presentation. Based on this assessment, Tidewater management did not note any material differences between the amounts and balances reported by Swire under IFRS and how such amounts and balances would have been reported under U.S. GAAP, except for property and equipment balances. While there are significant differences between U.S. GAAP and IFRS in accounting for property and equipment, particularly impairment of long-lived assets, our pro forma adjustments state the pro forma property and equipment balances at fair value which includes netting of any adjustments for differences in U.S. GAAP and IFRS. As such, no adjustments were made to Swire’s historical IFRS financial statements to conform them to U.S. GAAP.
In addition, certain reclassifications have been made to Swire’s historical financial information to conform to Tidewater’s financial statement presentation. Such reclassifications had no effect on Swire’s previously reported financial results. Management may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on Tidewater’s combined financial statements. See “Note 2 – Accounting Policies and Reclassifications of Swire Historical Financial Statements” herein for additional information on the reclassifications.
The pro forma adjustments presented in these unaudited pro forma combined financial statements represent management’s estimates based on information available as of the date of this Form 8-K/A and such estimates are subject to revision as further information is obtained. Accordingly, the pro forma adjustments for the business combination are preliminary and subject to further adjustment as additional information becomes available and the various analyses and other valuations are performed. Any adjustments may have a significant effect on total assets, total liabilities, total equity, operating expenses, and depreciation and amortization expenses and such results may be significant.
For Tidewater, the Transaction is a stock acquisition and as such, the historical tax basis of the acquired assets and assumed liabilities, and other tax attributes of Swire carryover to Tidewater. Historically, Swire has recorded a valuation allowance against deferred tax assets. For purposes of the pro forma financial information, a valuation allowance continues to be reflected against Swire’s remaining deferred tax assets due to the uncertainty surrounding realization. For purposes of the pro forma financial information, no adjustment to tax expense or benefit has been reflected since a valuation allowance has been reflected against Swire’s deferred tax assets.
The Transaction is reflected in the unaudited pro forma combined financial statements as follows:
● | The unaudited pro forma combined balance sheet of Tidewater as of December 31, 2021, includes the effects of the business combination as if it had occurred on December 31, 2021. |
● | The unaudited pro forma combined statement of operations of Tidewater for the year ended December 31, 2021, includes the effects of the business combination as if it had occurred on January 1, 2021. |
Note 2. Accounting Policies and Reclassification of Swire Historical Financial Statements
The historical financial statement information of Swire was derived from Swire’s consolidated IFRS financial statements for the financial year ended December 31, 2021. As noted above, Tidewater made no adjustments to conform Swire’s IFRS financial statements to U.S. GAAP. Accounting policies used in the preparation of these unaudited pro forma combined financial statements are those set out in Tidewater’s audited financial statements as of and for the year ended December 31, 2021.
Reclassification adjustments have been made to the historical presentation of Swire to conform to the financial statement presentation of Tidewater for the unaudited pro forma combined financial statements as noted below.
Additionally, the unaudited pro forma combined financial statements reflect adjustments to conform Swire’s accounting policies to Tidewater’s accounting policies as noted below. These adjustments have been reflected in Swire's (as adjusted) column within the unaudited pro forma combined financial statements. These policy adjustments were to conform to the accounting policy for spares and to adjust Swire’s historical treatment of lubricants inventory. Tidewater classifies spares as inventory as part of their audited financial statements as of year ended December 31, 2021. The adjustment reclassifies spares from net property and equipment to marine operating supplies, an inventory account, for $2.0 million as part of Swire’s historical financial statements. Swire has historically capitalized lubricants into inventory, but such lubricants have historically been expensed by Tidewater. Total inventories on Swire’s historical balance sheet as presented was $9.6 million, including $5.2 million of lubricants inventory which was written off as an income statement adjustment to the “vessel operating costs” line item in Swire’s as adjusted statement of operations.
Balance sheet reclassifications and accounting policy adjustments – The reclassification adjustments and accounting policy adjustments to conform Swire’s balance sheet presentation to Tidewater’s balance sheet presentation are summarized below (in thousands):
Financial Statement Line Items | Swire (Historical) | As of December 31, 2021 Reclassification adjustment to conform Swire to Tidewater Inc. presentation | Accounting policy adjustment to conform Swire to Tidewater Inc. presentation | Swire (As Adjusted) | ||||||||||||
ASSETS | ||||||||||||||||
Current assets | ||||||||||||||||
Cash and bank balances | $ | 31,232 | - | - | $ | 31,232 | ||||||||||
Trade and other receivables | 85,493 | - | - | 85,493 | ||||||||||||
Inventories | 9,580 | (4,383 | ) | (5,197 | ) | - | ||||||||||
Marine operating supplies | - | 4,383 | 2,023 | 6,406 | ||||||||||||
Other current assets | 6,474 | - | - | 6,474 | ||||||||||||
Non-current assets | ||||||||||||||||
Property, plant and equipment | 305,493 | (303,470 | ) | (2,023 | ) | - | ||||||||||
Net properties and equipment | - | 275,403 | - | 275,403 | ||||||||||||
Deferred drydock and survey costs | - | 28,067 | - | 28,067 | ||||||||||||
Right-of-use assets | 449 | (449 | ) | - | - | |||||||||||
Intangible assets | 1,702 | (1,702 | ) | - | - | |||||||||||
Deferred tax assets | 195 | (195 | ) | - | - | |||||||||||
Post-employment benefits | 1,241 | (1,241 | ) | - | - | |||||||||||
Investment in associates | 113,810 | (113,810 | ) | - | - | |||||||||||
Investment in a joint venture | 2 | (2 | ) | - | - | |||||||||||
Other assets | - | 117,399 | - | 117,399 | ||||||||||||
LIABILITIES | ||||||||||||||||
Current liabilities | ||||||||||||||||
Trade and other payables | 108,720 | (108,720 | ) | - | - | |||||||||||
Accounts payable | - | 6,304 | - | 6,304 | ||||||||||||
Accrued expenses | - | 102,416 | - | 102,416 | ||||||||||||
Lease liabilities | 249 | (249 | ) | - | - | |||||||||||
Derivative financial instruments | 88 | (88 | ) | - | - | |||||||||||
Current income tax liabilities | 6,297 | (6,297 | ) | - | - | |||||||||||
Other current liabilities | - | 6,634 | - | 6,634 | ||||||||||||
Payables to intermediate holding corporation | 32,563 | - | - | 32,563 | ||||||||||||
Non-current liabilities | ||||||||||||||||
Lease liabilities | 164 | (164 | ) | - | - | |||||||||||
Other liabilities | - | 164 | - | 164 | ||||||||||||
EQUITY | ||||||||||||||||
Share capital | 1,300,000 | (1,300,000 | ) | - | - | |||||||||||
Common stock | - | 50,000 | - | 50,000 | ||||||||||||
Additional paid-in capital | - | 1,250,000 | - | 1,250,000 | ||||||||||||
Other reserves | 2,880 | (2,880 | ) | - | - | |||||||||||
Accumulated other comprehensive income | - | 2,880 | - | 2,880 | ||||||||||||
Accumulated losses | (891,505 | ) | 891,505 | - | - | |||||||||||
Accumulated deficit | - | (891,505 | ) | (5,197 | ) | (896,702 | ) | |||||||||
Non-controlling interests | (3,785 | ) | - | - | (3,785 | ) |
Income statement reclassifications and accounting policy adjustments – The reclassification adjustments and accounting policy adjustments to conform Swire’s income statement presentation to Tidewater’s statement of operations are summarized below (in thousands): |
For the Swire financial years ended December 31, 2021
Financial Statement Line Items | Swire (Historical) | Reclassification adjustment to conform Swire to Tidewater Inc. presentation | Accounting policy adjustment to conform Swire to Tidewater Inc. presentation | Swire (As Adjusted) | ||||||||||||
Revenue | $ | 207,473 | $ | (207,473 | ) | - | $ | - | ||||||||
Vessel revenues | - | 202,484 | - | 202,484 | ||||||||||||
Other operating revenues | - | 4,989 | - | 4,989 | ||||||||||||
Cost of sales | 194,634 | (194,634 | ) | - | - | |||||||||||
Depreciation and amortization | - | 26,878 | - | 26,878 | ||||||||||||
Vessel operating costs | 167,756 | 5,197 | 172,953 | |||||||||||||
Other income (expense) | ||||||||||||||||
Interest income and other, net | 550 | - | - | 550 | ||||||||||||
Gain on disposal of interest in an associate | 14,268 | (14,268 | ) | - | - | |||||||||||
Gain on sale of subsidiary | - | 14,268 | - | 14,268 | ||||||||||||
Others | 10,753 | (10,753 | ) | - | - | |||||||||||
Foreign exchange loss | - | 324 | - | 324 | ||||||||||||
Gain on asset dispositions, net | - | 11,077 | - | 11,077 | ||||||||||||
Expenses | ||||||||||||||||
Administrative | 33,996 | (33,996 | ) | - | - | |||||||||||
Depreciation and amortization | - | 4,372 | - | 4,372 | ||||||||||||
General and administrative | - | 29,624 | - | 29,624 | ||||||||||||
Finance | 404 | (404 | ) | - | - | |||||||||||
Interest and other debt costs, net | - | 42 | - | 42 | ||||||||||||
General and administrative | 362 | - | 362 | |||||||||||||
Share of net profit/(loss) of associates and joint ventures | 2,332 | (2,332 | ) | - | - | |||||||||||
Equity in net loss of unconsolidated company | - | 2,332 | - | 2,332 | ||||||||||||
Income tax expense | 2,104 | - | - | 2,104 | ||||||||||||
Non-controlling interests | (710 | ) | 710 | - | - | |||||||||||
Net loss attributable to noncontrolling interests | - | (710 | ) | - | (710 | ) |
Note 3. Acquisition Method of Accounting for Swire Business Combination
Purchase Price Consideration
Under the terms of the Purchase Agreement, Tidewater acquired all the issued and outstanding common stock of Swire for 8.1 million warrants (“Buyer Warrants”) plus $42.0 million in cash and an adjustment for working capital to the extent that it exceeded or was less than $29.5 million. Each Buyer Warrant is exercisable for 25 years from the Transaction Date into Tidewater common stock at an exercise price of $0.001 per share. The Buyer Warrants are classified as additional paid-in-capital in the Tidewater balance sheet.
The component of the purchase price consideration related to the Buyer Warrants for U.S. GAAP purposes is based on the actual closing price of Tidewater’s common stock on the Transaction, less the exercise price of $0.001 per share. Based on the closing share price of Tidewater common stock on the New York Stock Exchange on April 22, 2022, the total estimated purchase price consideration for the business combination is as follows:
Preliminary Purchase Consideration (in thousands) | ||||||||||||
Number of Warrants | Per unit price (1) | Purchase Price Consideration (2) | ||||||||||
Buyer warrants | 8,100,000 | 20.08 | $ | 162,648 | ||||||||
Cash | 42,000 | |||||||||||
Total purchase price | $ | 204,648 | ||||||||||
Closing adjustments (3) | ||||||||||||
Plus: Closing cash | $ | 33,263 | ||||||||||
Less: Singapore & Malaysia tax payables (4) | (15,878 | ) | ||||||||||
Estimated working capital excess (5) | 4,073 | |||||||||||
Less: Closing indebtedness | (2,422 | ) | ||||||||||
Less: Reimbursement of Swire transaction expenses | (158 | ) | ||||||||||
Total closing adjustments to cash consideration | 18,878 | |||||||||||
Total preliminary purchase consideration | 223,526 |
(1) | Stock price as of April 22, 2022, the Transaction Date. Given no significant restrictions exist on conversion and warrants are convertible to shares of common stock at $0.001 per share, no discount was applied. |
(2) | Per the Purchase Agreement. |
(3) | Based on the estimated pre-closing statement as of April 22, 2022. |
(4) | Recently settled tax liabilities indemnified by Swire that were paid at closing. |
(5) | Estimated working capital is based on estimated closing date balances. |
Allocation of Purchase Price Consideration to Asset Acquired and Liabilities Assumed
The purchase price allocation applied in these unaudited pro forma combined financial statements is preliminary and does not reflect final values that will be determined after the closing of the business combination. Such valuation assessments of specifically identifiable tangible and intangible assets, including any assessment of economic useful lives has not been completed and such valuation exercises are not expected to be completed until after closing when final records and assumptions can be closed and fully analyzed as of the transaction date. Additionally, due to normal pre-close��commercial restrictions to books and records of Swire, not all valuation assumptions can be fully confirmed as of the filing of this Form 8-K/A leaving such assumptions utilized in these pro forma adjustments as preliminary, tentative, and subject to change.
Under the acquisition method of accounting in U.S. GAAP, any excess consideration transferred or paid beyond the fair value of the assets acquired and liabilities assumed should be attributed to goodwill. The estimated fair value of Swire’s net assets approximates the value of the consideration paid and as such, management’s estimate as of the date of this Form 8-K/A is that there will be no goodwill or bargain purchase. This preliminary determination is subject to further assessment and adjustments pending additional information sharing between the parties, more detailed third-party appraisals, and other potential adjustments.
The preliminary allocation of the purchase price consideration is as follows:
Estimated Fair Value | ||||
Cash | $ | 31,232 | ||
Trade and other receivables | 85,493 | |||
Marine operating supplies | 6,406 | |||
Assets held for sale | 2,500 | |||
Prepaid expenses and other current assets | 38,753 | |||
Total current assets | 164,384 | |||
Net properties and equipment | 180,620 | |||
Other assets | 3,792 | |||
Total assets acquired | 348,796 | |||
Accounts payable | 6,304 | |||
Accrued expenses | 102,416 | |||
Other current liabilities | 16,386 | |||
Total current liabilities | 125,106 | |||
Non-current liabilities | 164 | |||
Total liabilities assumed | 125,270 | |||
Net asset acquired | $ | 223,526 | ||
Preliminary purchase consideration | $ | 223,526 |
Note 4. Business Combination Pro Forma Adjustments
Combined Balance Sheet
A. | The adjustment to cash and cash equivalents reflects $42.0 million in cash consideration as adjusted for the $18.9 million of working capital adjustment which was paid in connection with the acquisition of Swire. |
B. | Represents the preliminary fair value adjustment to net properties and equipment to adjust the value of the Swire vessels. |
C. | Reflects the adjustment to remove previously capitalized Swire drydock costs that have been factored into the fair value of the vessels. |
D. | Reflects the elimination of Swire’s investment in Cadeler of $113.4 million, which was retained by Banyan Overseas Ltd (“Seller”). |
E. | Reflects the elimination of Swire’s historical common stock, additional paid-in-capital, accumulated deficit, accumulated other comprehensive income and non-controlling interests. |
F. | Represents the fair value of the 8.1 million Tidewater warrants which allows Swire to purchase 8,100,000 shares of Tidewater common stock at an exercise price of $0.001 per share. |
G. | The working capital adjustment is primarily composed of a decrease in receivables offset by a large increase of payables and accrued liabilities to Swire. The consideration for the acquisition, described in more detail above, consists of cash, including cash to true up working capital to an agreed upon amount based on the closing date balance sheet, and warrants exercisable into Tidewater common stock. The value of the transaction is established partly based on the working capital on the Transaction Date and on the closing market price of Tidewater common stock on the Transaction Date. The combined pro forma balance sheet is prepared as if the transaction closed on December 31, 2021, which of necessity requires a different working capital adjustment than that agreed to at the Transaction Date. |
H. | Represents transaction costs in connection with the acquisition of Swire which had been incurred after December 31, 2021, but not yet accrued for, of approximately $7.5 million. These transaction costs have been reflected as an adjustment to the combined balance sheet and statement of operations, as noted below. In addition, $0.2 million in transaction costs were incurred by Swire and included as part of the purchase consideration. Prior to the pro forma balance sheet date of December 31, 2021, $1.9 million of transaction costs had been recorded. The transaction costs were primarily professional fees. |
I. | To reflect elimination of a historical Swire loan due to its Parent, which is a liability that is not assumed by Tidewater. |
J. | Represents an adjustment to record an indemnification receivable from Swire. The Purchase Agreement includes provisions under which Swire has agreed to indemnify Tidewater for certain liabilities that, known or unknown, existed at the Transaction Date. The indemnified liabilities are largely related to unresolved tax items existing at the Transaction Date that have been fully indemnified by Swire. |
K. | Represents the fair value of a vessel that has been determined to be an asset held for sale in the Transaction. |
L. | Represents the write-off of deferred tax assets of $0.2 million previously recognized by Swire. |
Statements of Operations
AA. | Reflects the decrease in depreciation and amortization expense of $11.2 million. This was comprised of a reduction in depreciation expense for vessels of $9.0 million, and reduction in amortization of dry dock costs of $2.2 million, which was based on the estimated fair value of Swire's net properties and equipment which contains vessels and other properties and equipment. The average estimated remaining useful lives of the vessels and properties and equipment were approximately 9.5 years and 27.5 years, respectively. This estimate is based on Tidewater's current assessment of economic useful lives of these tangible assets. |
BB. | Reflects the reversal of net profit that Swire had from their investment in Cadeler as the Seller retained that investment. |
CC. | Reflects reversal to the gain that Swire had from selling shares of Cadeler throughout 2021. Tidewater is not assuming this asset from the Seller. |
DD. | Represents non-recurring transaction expenses to be incurred by Tidewater after December 31, 2021, that were related to the Transaction, which were primarily related to professional fees. Transaction costs are reflected as if incurred on January 1, 2021, the date the Transaction occurred for the purposes of the unaudited pro forma combined statements of operations. These costs will not affect the Company's statements of operations beyond twelve months after the Transaction. |