EX-99.1 4 d657358dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

The accompanying unaudited pro forma condensed combined consolidated statement of operations have been prepared in accordance with Article 11 of Regulation S-X and reflect the impact of the completed transactions on the historical financial statements of Tidewater as more fully described in Tidewater’s Form 8-K/A filed with the Securities Exchange Commission on December 21, 2018 (the “Form 8-K”). Certain capitalized terms not defined in these unaudited pro forma condensed combined consolidated statement of operations are defined elsewhere in the Form 8-K or this Form S-1.

Business Combination: On July 16, 2018, Tidewater entered into the merger agreement. Under the terms of the merger agreement, Gorgon Acquisition Corp. merged with and into GulfMark to become a wholly-owned subsidiary of Tidewater. Immediately after this merger, Tidewater caused GulfMark to merge into Gorgon NewCo, LLC, with Gorgon NewCo, LLC continuing as a wholly-owned subsidiary of Tidewater. The business combination closed on November 15, 2018. Refer to Note 2 of Notes to Consolidated Financial Statements included in Item 8 of the December 31, 2018 Annual Report of Form 10-K for terms and purchase price consideration provided in connection with the business combination.

The unaudited pro forma condensed combined consolidated statement of operations was prepared using the acquisition method of accounting for the business combination. Under this method of accounting, which is in accordance with generally accepted accounting principles of the United States of America (“US GAAP”), Tidewater is the accounting acquirer of GulfMark.

The following unaudited pro forma statement of operations of Tidewater for the twelve months ended December 31, 2018 is based on the consolidated statement of operations of Tidewater and give effect to the business combination as if it has occurred on January 1, 2018.

The pro forma adjustments to the historical financial statements are based on currently available information, and in many cases are based on estimates and preliminary information. The assumptions underlying the pro forma adjustments are described in the accompanying notes to these unaudited pro forma financial statements. Tidewater believes such assumptions are reasonable under the circumstances and reflect the best currently available estimates and judgments. The pro forma adjustments also give effect to the impact of events that are (i) directly attributable to the business combination, (ii) factually supportable, or (iii) are expected to have a continuing impact on the consolidated Tidewater results. The unaudited pro forma statement of operations may not be indicative of Tidewater’s future performance and do not necessarily reflect what Tidewater’s results of operations would have been had these transactions occurred at the beginning of the period presented. Additionally, the unaudited pro forma statement of operations do not reflect any revenue enhancements, anticipated synergies, operating efficiencies, or cost savings that may be achieved related to these transactions, nor do they reflect any costs or expenditures that may be required to achieve any possible synergies.

The unaudited pro forma financial statements should be read in conjunction with the following:

 

  (1)

Tidewater’s Form 10-K for the annual period ended December 31, 2018 filed on February 28, 2019;

 

  (2)

GulfMark’s Form 10-Q for the unaudited quarterly period ended September 30, 2018 filed on November 13, 2018;

 

  (3)

GulfMark’s Form 10-K for the annual period ended December 31, 2017 filed on April 2, 2018.


Tidewater Inc.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

For The Twelve Months Ended December 31, 2018

(in thousands, except per share data)

 

     Tidewater
Historical
    Pro Forma
GulfMark
As Adjusted
    Pro Forma
Adjustments
    Pro Forma
Tidewater
Combined
 

Revenues:

        

Vessel revenues

   $ 397,206     $ 78,995     $ 14,056  (a)    $ 490,257  

Other operating revenues

     9,314       471       76  (a)      9,861  
  

 

 

   

 

 

   

 

 

   

 

 

 
     406,520       79,466       14,132       500,118  
  

 

 

   

 

 

   

 

 

   

 

 

 

Costs and expenses:

        

Vessel operating costs

     269,580       61,947       9,544  (a)      341,071  

Costs of other operating revenues

     5,530       —         —         5,530  

General and administrative

     110,023       21,658       11,206  (a)      125,613  
         (17,274 )(b)   

Depreciation and amortization

     58,293       27,136       4,687  (a)      88,504  
         (1,612 )(c)   

Gain on asset dispositions, net

     (10,624     (201     (172 )(a)      (10,997

Impairment of due from affiliate

     20,083       —         —         20,083  

Long-lived asset impairments

     61,132       —         —         61,132  
  

 

 

   

 

 

   

 

 

   

 

 

 
     514,017       110,540       6,379       630,936  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (107,497     (31,074     7,753       (130,818

Other income (expenses):

        

Foreign exchange gain (loss)

     106       (742     (2,027 )(a)      (2,663

Equity in net losses of unconsolidated companies

     (18,864     —         —         (18,864

Interest income and other, net

     11,294       294       140  (a)      11,728  

Reorganization items

     —         (422     422  (d)      —    

Loss on early extinguishment of debt

     (8,119     —         —         (8,119

Interest and other debt costs, net

     (30,439     (8,671     (1,479 )(a)      (30,747
         9,842  (e)   
  

 

 

   

 

 

   

 

 

   

 

 

 
     (46,022     (9,541     (2,944     (48,665
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings (loss) before income taxes

     (153,519     (40,615     4,809       (179,483

Income tax expense (benefit)

     18,252       (647     (777 )(a)      16,828  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

     (171,771     (39,968     5,586       (196,311

Less: Net income attributable to noncontrolling interests

     (254     —         —         (254
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) attributable to Tidewater Inc.

   $ (171,517   $ (39,968   $ 5,586     $ (196,057
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic loss per common share

   $ (6.45   $ (5.37     $ (5.66
  

 

 

   

 

 

     

 

 

 

Diluted loss per common share

   $ (6.45   $ (5.37     $ (5.66
  

 

 

   

 

 

     

 

 

 

Weighted average common shares outstanding - Basic & Diluted

     26,589,883       9,998,000       (1,931,497 )(f)      34,656,387  


UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS

Notes to Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations

Note 1. Basis of Pro Forma Presentation

The accompanying unaudited pro forma statement of operations was prepared in accordance with Article 11 of Regulation S-X and is intended to reflect the impact of the business combination on Tidewater’s historical statement of operations. The presentation of the unaudited statement of operations is based on the historical financial statements of Tidewater and GulfMark. Tidewater’s historical statement of operations can be found on Tidewater’s Annual Report on Form 10-K filed on February 28, 2019. GulfMark’s historical statement of operations can be found on GulfMark’s Quarterly Report Form 10-Q filed on November 13, 2018.

Pro forma adjustments are described in these notes to the unaudited pro forma condensed combined consolidated statement of operations and are included only to the extent they are (i) directly attributable to the business combination, (ii) factually supportable, or (iii) are expected to have a continuing impact on the consolidated results of Tidewater. Certain items such as historical impairments and gains on sales of assets that were included in the historical financial statements of either Tidewater or GulfMark were not adjusted in these unaudited pro forma statement of operations because they were not directly related to the business combination. The accompanying unaudited pro forma statement of operations is presented for illustrative purposes only and does not reflect the costs of any integration activities or benefits that may result from realization of commercial synergies or efficiencies as a result from this transaction. Furthermore, the unaudited pro forma statement of operations are not presented to portray what the actual results would have been for this transaction had it occurred as of January 1, 2018 in this unaudited pro forma statement of operations.

The pro forma adjustments presented in these unaudited pro forma statement of operations represent management’s estimates based on information available as of the date of this filing 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 operating expenses, and depreciation and amortization expenses and such results may be significant.

The business combination is reflected in the unaudited pro forma condensed combined consolidated statement of operations of Tidewater for the twelve months ended December 31, 2018 as if it had occurred on January 1, 2018.


Note 2. Business Combination Pro Forma Adjustments to the Condensed Combined Consolidated Statement of Operations

 

  (a)

Reflects the operations of GulfMark for the period from October 1, 2018 to the business combination date.

 

  (b)

Reflects the removal of $16.0 million of legal and professional transaction costs and $1.3 million in change of control payments incurred for the twelve months ended December 31, 2018 by Tidewater and GulfMark in connection with the GulfMark merger.

 

  (c)

Reflects the reduction in depreciation expense based on the estimated fair values of GulfMark’s net property and equipment at the business combination date, which consists of vesels and other properties and equipment. This estimate is based on Tidewater’s assessment of economic useful lives of these tangible assets at the November 15, 2018 business combination date.

 

  (d)

Reflects the removal of reorganization items, which are expenses directly related to the 2017 GulfMark bankruptcy reorganization.

 

  (e)

Represents the elimination of historical interest expense of GulfMark related to the redemption of GulfMark’s term loan and the termination of GulfMark’s undrawn revolving credit facility at the closing of the business combination. Interest expense related to GulfMark’s pension liability is not eliminated as part of the pro forma adjustment.

 

  (f)

The pro forma weighted average shares are calculated as follows:

 

     Twelve months ended  
     December 31, 2018  

Basic

  

Tidewater historical weighted average shares

     26,589,883  

Tidewater incremental shares issued for business combination (1)

     8,066,504  
  

 

 

 

Pro forma weighted average shares

     34,656,387  
  

 

 

 

Diluted

  

Tidewater historical weighted average shares

     26,589,883  

Tidewater incremental shares issued for business combination (1)

     8,066,504  

Dilutive effect of issuance of Tidewater shares in exchange for GulfMark RSU’s and GulfMark Equity Warrants (2)

     —    
  

 

 

 

Pro forma weighted average shares

     34,656,387  
  

 

 

 

 

  (1)

The incremental shares issued includes 7,333,185 GulfMark weighted average shares outstanding (excludes any GulfMark creditor warrants outstanding) for the period ended November 15, 2018. Upon conversion to Tidewater shares, the issued shares is 8,066,504.

  (2)

Common stock equivalents (restricted stock units) and out-of-the money equity warrants were not included in the computation of diluted pro forma weighted average shares because the effect would have been antidilutive due to the net loss.

Note 3. Reclassification of GulfMark Historical Financial Statements

The historical financial statement information of GulfMark was derived from the consolidated financial statements included in GulfMark’s unaudited condensed consolidated financial statements on Form 10-Q for the nine months ended September 30, 2018. The GulfMark historical financial information as presented includes the following reclassifications to conform to Tidewater’s financial statement presentation.

 

     Gulfmark      Gulfmark  
     Historical as      Historical as  
     filed      presented  
     (in thousands)  

Financial Statement Line Item

     

Revenue

   $ 471      $ —    

Other operating revenues

     —          471  

Revenue

     833        —    

Vessel operating costs

     —          833  

Direct operating expenses

     61,114        —    

Vessel operating costs

     —          61,114