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Note 3 - Acquisitions of Swire Pacific Offshore Holdings LTD | 6 Months Ended
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Jun. 30, 2023
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
(3) | ACQUISITION OF SWIRE PACIFIC OFFSHORE HOLDINGS LTD
On April 22, 2022 (Closing Date), we acquired Swire Pacific Offshore Holdings Ltd., a limited company organized under the laws of Bermuda (SPO), which at closing owned 50 offshore support vessels operating primarily in West Africa, Southeast Asia and the Middle East. On the Closing Date, we paid $42.0 million in cash and issued 8,100,000 warrants, each exercisable at $0.001 per share for one share of our common stock (SPO acquisition warrants). In addition, we paid $19.6 million at closing and received an $8.8 million post-closing working capital refund related to pre-closing working capital adjustments, for a total consideration of $215.5 million. Assets acquired and liabilities assumed in the business combination were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. As of March 31, 2023, the following recorded fair value amounts for the assets acquired and liabilities assumed were final, with no material measurement period adjustments made during the year:
(In Thousands) |  |  |  |
Assets |  |  |  |
Cash |  | $ | 33,152 |
Trade and other receivables |  |  | 64,621 |
Marine operating supplies |  |  | 5,122 |
Assets held for sale |  |  | 2,500 |
Prepaid expenses and other current assets |  |  | 4,174 |
Net properties and equipment |  |  | 174,415 |
Indemnification assets (A) |  |  | 32,279 |
Other assets |  |  | 1,153 |
Total assets |  |  | 317,416 |
Liabilities |  |  |  |
Accounts payable |  |  | 1,594 |
Accrued expenses |  |  | 54,924 |
Other current liabilities |  |  | 28,511 |
Other liabilities |  |  | 16,886 |
Total liabilities |  |  | 101,915 |
Net assets acquired |  | $ | 215,501 |
(A) | Consists primarily of tax liabilities existing at the Closing Date that are recorded in other current liabilities and other liabilities.
Business combination related costs were expensed as incurred in general and administrative expense and consist of various advisory, legal, accounting, travel, training, valuation and other professional fees totaling $0.1 million and $0.8 million for the three and six months ended June 30, 2023, respectively. Business combination related costs totaled $7.2 million and $9.4 million for the three and six months ended June 30, 2022, respectively. The unaudited supplemental pro forma results present consolidated information as if the business combination were completed on January 1, 2022. The pro forma results include, among others, (i) a reduction in depreciation expense for adjustments to property and equipment and (ii) the reversal of any income or expense related to assets retained by the seller and SPO’s former parent, Banyan Overseas Limited, a limited company organized under the laws of Bermuda (Banyan). The pro forma results do not include any potential synergies or non-recurring charges that may result directly from the business combination.
(In Thousands) |  |  |  |
|  | Period from |
|  | January 1, 2022 |
|  | to June 30, 2022 |
Revenues |  | $ | 336,275 |
Net loss |  | $ | (38,808 | )

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