EX-99 2 oct8kf99.htm

Exhibit 99.1

Overseas Shipholding Group, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Financial Statements (Unaudited)

The accompanying pro forma condensed consolidated financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of Overseas Shipholding Group, Inc. (the "Company" or "OSG").  The pro forma consolidated balance sheet as of June 30, 2005 has been prepared as if the sale of seven tankers (consisting of three VLCCs and four Aframaxes) to and their time charter back from Double Hull Tankers, Inc. ("DHT") in connection with the initial public offering of DHT common stock closed on June 30, 2005.  The pro forma consolidated statements of operations for the year ended December 31, 2004 and six months ended June 30, 2005 have been prepared as if the acquisition of Stelmar Shipping Ltd. ("Stelmar") and the sale of seven tankers to and their time charter back from DHT closed on January 1, 2004.

These pro forma consolidated financial statements are not necessarily indicative of the financial position or results of operations that would have occurred had the transactions been effected on the assumed dates.  Additionally, future results may vary significantly from the results reflected in the pro forma consolidated statements of operations due to changes in rates, future transactions and other factors.  These statements should be read in conjunction with our audited consolidated financial statements and the related notes for the year ended December 31, 2004 included in our 2004 Form 10-K, and our unaudited consolidated financial statements and related notes for the six months ended June 30, 2005 included in our Form 10-Q for the quarter ended June 30, 2005.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
DOLLARS IN THOUSANDS
AS OF JUNE 30, 2005


OSG

DHT Pro Forma  
     Adjustments    


Pro Forma

ASSETS

Current Assets:

Cash and cash equivalents

$   154,617

$                     -    

$    154,617

Voyage receivables

101,871

101,871

Other current assets

       60,237

                             

        60,237

Total Current Assets

316,725

                  -    

316,725

Capital Construction Fund

283,136

283,136

Vessels and Vessels
     under Capital Leases, net


2,797,069


(347,640)

A


2,449,429

Investments in Joint Ventures

77,057

168,000 

B

245,057

Other Assets

       98,010

                  (4,111)

A

        93,899

Total Assets

$3,571,997

 $           (183,751)

$ 3,388,246

LIABILITIES AND
   SHAREHOLDERS' EQUITY

Current Liabilities:

Accounts payable and
     sundry liabilities


$   105,809


$                   -    


$   105,809

Short-term debt and current
     installments of long-term debt


       63,400


                 (5,200)

C


       58,200

Total Current Liabilities

169,209

(5,200)

164,009

Long-term Debt, including
     Capital Leases


1,566,287


(405,432)

C, E


1,160,855

 

 



(1,948)

E



Deferred Federal Income
     Taxes and Other Liabilities


     148,409


          228,829 

D


     375,290

Total Liabilities

1,883,905

(183,751)

1,700,154

Shareholders' Equity

  1,688,092

                 -      

  1,688,092

Total Liabilities and
     Shareholders' Equity

$3,571,997

 $      (183,751)

$3,388,246

 

 

 

OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
FOR THE YEAR ENDED DECEMBER 31, 2004


     OSG    

Stelmar Pro Forma
     Adjustments     


Combined

DHT Pro Forma
   Adjustments  


Pro Forma

Total Shipping Revenues

$  810,835 

$              260,502 

$1,071,337 

$            15,460 

I

$1,086,797 

Voyage expenses

    (21,254)

                  (17,808)

     (39,062)

                          

    (39,062)

Time Charter Equivalent
     Revenues


789,581 


242,694 


1,032,275 


15,460 


1,047,735 

2,348 

J

17,762 

F

Total Ship Operating Expenses

  (325,801)

                (160,271)

   (486,072)

             (57,176)

H

  (523,138)

Income from Vessel Operations

463,780 

82,423 

546,203 

(21,606)

524,597 

Equity in Income of Joint
     Ventures


      45,599 


                           -   


     45,599 


               21,272 

G


     66,871 

Operating Income

509,379 

82,423 

591,802 

(334)

591,468 

Other Income/(Expense)

45,781 

(1,688)

44,093 

44,093 

Interest Expense

(74,146)

(28,166)

(102,312)

19,987 

K

(82,325)

(Provision)/Credit for
     Federal Income Taxes


    (79,778)


                           -   


    (79,778)


                          


    (79,778)

Net Income

$  401,236 

 $                 52,569 

$  453,805 

 $           19,653 

$  473,458 

Weighted Average Number
     of Common Shares
     Outstanding:

Basic

39,113,040

39,113,040

Diluted

39,176,253

39,176,253

Per Share Amounts:

Basic net income

$10.26

$12.10

Diluted net income

$10.24

$12.09

 

 

 

 

 

 

 

 

 

 

OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS
FOR THE SIX MONTHS ENDED JUNE 30, 2005


     OSG    

Stelmar Pro Forma
      Adjustments     


Combined 

DHT Pro Forma
   Adjustments  


 Pro Forma 

Total Shipping Revenues

$  513,791 

 $                18,075 

 $    531,866 

$               7,729 

I

$     539,595 

Voyage expenses

     (18,006)

                          -    

      (18,006)

                           

      (18,006)

Time Charter Equivalent
    Revenues


495,785  


18,075 


513,860 


7,729 


521,589 

1,137 

J

9,081 

F

Total Ship Operating
    Expenses


   (247,881)


                    (9,607)


    (257,488)


              (29,425)

H


      (276,695)

Income from Vessel
    Operations

247,904 


8,468 


256,372 


(11,478)


244,894 

Equity in Income of Joint
    Ventures


      30,337 


                         -    


       30,337 


               11,138 

G


         41,475 

Operating Income

278,241 

8,468 

286,709 

(340)

286,369 

Other Income/(Expense)

44,970 

325 

45,295 

45,295 

Interest Expense

(48,400)

(1,543)

(49,943)

9,911 

K

(40,032)

(Provision)/Credit for
    Federal Income Taxes


        4,269 


                         -    


          4,269 


                           


           4,269 

Net Income

$  279,080 

$                   7,250 

$    286,330 

$               9,571 

$     295,901 

Weighted Average
   Number of Common
   Shares Outstanding:

Basic

39,441,276

39,441,276 

Diluted

39,505,969

39,505,969 

Per Share Amounts:

Basic net income

$        7.08 

$           7.50 

Diluted net income

$        7.06 

$           7.49 

 

 

 

 

 

 

 

 

 

Overseas Shipholding Group, Inc. and Subsidiaries
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)

Note 1 - Basis of Presentation:

On January 20, 2005, the Company acquired 100% of the common stock of Stelmar, a leading provider of petroleum product and crude oil transportation services. The operating results of Stelmar have been included in the Company's financial statements commencing January 21, 2005. Holders of Stelmar's common stock received $48.00 per share in cash for an aggregate consideration of approximately $844 million.  Taking into account the assumption of Stelmar's outstanding debt, the total purchase price was approximately $1.35 billion.  The Company funded the acquisition and the refinancing of Stelmar's debt with $675 million of borrowings under new credit facilities and $675 million of cash and borrowings under long-term credit facilities in existence as of December 31, 2004.

 

On October 12, 2005, in connection with the initial public offering of DHT (which, until such offering, was a wholly-owned subsidiary of OSG), the Company and DHT established the purchase price for the seven vessels that subsidiaries of the Company agreed to sell to subsidiaries of DHT (the "DHT Subsidiaries") pursuant to Memoranda of Agreement dated September 20, 2005. The total purchase price consisted of $412.6 million in cash and 14 million shares of DHT common stock, representing 46.7% of DHT after the public offering. The initial public offering price for a share of DHT common stock was $12.00. On October 18, 2005, the subsidiaries of DHT completed the purchase of the seven vessels, consisting of three VLCCs and four Aframax tankers, and time chartered the vessels to subsidiaries of the Company for periods of five to six and one-half years with renewal options up to an aggregate of an additional five to eight years depending on the vessel.

The accompanying pro forma condensed consolidated financial statements have been prepared by recording pro forma adjustments to the historical consolidated financial statements of the Company.  The pro forma consolidated balance sheet as of June 30, 2005 has been prepared as if the sale of seven tankers to and their time charter back from DHT closed on June 30, 2005.  The pro forma consolidated statements of operations for the year ended December 31, 2004 and six months ended June 30, 2005 have been prepared as if the acquisition of Stelmar and the sale of the seven tankers to and their time charter back from DHT closed on January 1, 2004. 

These pro forma consolidated financial statements are not necessarily indicative of the financial position or results of operations that would have occurred had the transactions been effected on the assumed dates.  Additionally, future results may vary significantly from the results reflected in the pro forma consolidated statements of operations due to changes in rates, future transactions and other factors.

 

 

 

 

 

Note 2 - Pro forma adjustments for the Stelmar acquisition:

To reflect the effect of the purchase of Stelmar, amounts are based on historically reported numbers adjusted to (i) record increased depreciation of vessels related to purchase price accounting; (ii) record interest expense on additional debt ($344 million) incurred to fund the acquisition, net of savings caused by the refinancing of assumed debt ($514 million) and a reduction in the applicable margin; and (iii) eliminate costs related to the acquisition of Stelmar that were included in general and administrative expenses in 2004.

Note 3 - Pro forma adjustments for the sale of seven tankers to DHT and their time charter back from DHT. Details of the pro forma adjustments related to the sale of the seven tankers to DHT are as follows:

(A) Removal of vessels and unamortized balance of deferred drydock costs, at book value, on the assumed transaction date (June 30, 2005).

(B) Receipt of 46.7% equity stake in DHT as partial payment for vessels (14,000,000 shares at initial offering price of $12.00 per share).

(C) Prepayment of debt ($412,580,000) with net cash proceeds. Proceeds first applied against a secured facility on two of the vessels sold to DHT, with the balance applied against unsecured revolving credit facilities.

(D) Deferred gain is equal to excess of sale price over book value and is amortized over the life of the initial charter periods, on a vessel-by-vessel basis, as a reduction of charter hire expense.

(E) Loss realized on unwind of swap on underlying secured debt that was repaid as a result of this transaction, previously included in other comprehensive income.

(F) Reduction in depreciation and amortization on the seven vessels sold to DHT.

(G) The adjustment to equity in income of joint ventures is equal to 46.7% of DHT's estimated income for the year ended December 31, 2004 and the six months ended June 30, 2005 based on the assumption that the transaction had closed on January 1, 2004.

(H) Charter hire expense, net of amortization of deferred gain. The amounts for the year ended December 31, 2004 and the six months ended June 30, 2005 include additional hire calculated based on rates earned by the respective vessels in such periods.

(I) Recognition of management fee income to manage the seven vessels in accordance with the terms of the ship managements agreements. Such fees are fixed for the first two years of the agreements.

(J) Reduction in vessel expenses (vessel insurance and vessel taxes) for costs that are the direct responsibility of DHT.

(K) Interest savings on debt repayment. Interest rates are based on the swapped rate for the secured debt and LIBOR plus a margin at the date of the transaction for the unsecured revolving credit facilities being repaid. A change in the interest rates of 12.5 basis points would change the pro forma adjustment by $407,000 for the year ended December 31, 2004 and $202,000 for the six months ended June 30, 2005.