EX-99.2 4 ex_392079.htm EXHIBIT 99.2 ex_392079.htm

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.