UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JuneSeptember 30, 2023

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             .

Commission File Number: 1-6311

Tidewater Inc.

(Exact name of registrant as specified in its charter)

tdw.jpg

Delaware

72-0487776

(State or other jurisdiction of incorporation)

(I.R.S. Employer Identification No.)

 

842 West Sam Houston Parkway North, Suite 400

Houston, Texas 77024

(Address of principal executive offices) (Zip code)

 

(713) 470-5300

Registrant’s telephone number, including area code

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

TDW

New York Stock Exchange

Warrants to purchase shares of common stock

TDW.WS

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

Large accelerated filer  ☒

 

 

Accelerated filer  ☐

Non-accelerated filer  ☐

Emerging Growth Company ☐

 

 

Smaller reporting company ☐

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

 

52,666,94952,841,838 shares of Tidewater Inc. common stock $0.001 par value per share were outstanding on JulyOctober 31, 2023. 

 

 

 

 

 

Table of Contents

 

 

PART I

   2
     

ITEM 1.

 FINANCIAL STATEMENTS 

2

  CONDENSED CONSOLIDATED BALANCE SHEETS 2
  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 

3

  CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 

4

  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 

5

  CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 

7

  Notes to the Condensed Consolidated Financial Statements 8

ITEM 2.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

2322

ITEM 3.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

40

ITEM 4.

 CONTROLS AND PROCEDURES 

40

     

PART II

   

41

     

ITEM 1.

 LEGAL PROCEEDINGS 

41

ITEM 1A.

 RISK FACTORS 

41

ITEM 6.

 EXHIBITS 

43

 

 

 

 

PART I.  FINANCIAL INFORMATION

 

ITEM 1.       FINANCIAL STATEMENTS

 

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands, except share and par value data)

 

June 30, 2023

  

December 31, 2022

 

September 30, 2023

  

December 31, 2022

 

ASSETS

          

Current assets:

          

Cash and cash equivalents

$171,261  $164,192 $275,070  $164,192 

Restricted cash

 1,242  1,241  4,973  1,241 

Trade and other receivables, less allowance for credit losses of $14,758 and $14,060 at June 30, 2023 and December 31, 2022, respectively

 195,906  156,465 

Trade and other receivables, net of allowance for credit losses of $15,448 and $14,060 at September 30, 2023 and December 31, 2022, respectively

 250,671  156,465 

Marine operating supplies

 22,495  30,830  27,489  30,830 

Assets held for sale

 630  4,195  565  4,195 

Prepaid expenses and other current assets

 18,958   20,985  16,598   20,985 

Total current assets

 410,492   377,908  575,366   377,908 

Net properties and equipment

 784,873  796,655  1,348,001  796,655 

Deferred drydocking and survey costs

 92,481  61,080  99,215  61,080 

Indemnification assets

 22,678 28,369  18,648 28,369 

Other assets

 33,640   33,644  30,325   33,644 

Total assets

$1,344,164  $1,297,656 $2,071,555  $1,297,656 
          

LIABILITIES AND EQUITY

          

Current liabilities:

          

Accounts payable

$69,822  $38,946 $57,183  $38,946 

Accrued expenses

 91,875  105,518  119,631  105,518 

Current portion of long-term debt

 2,441   102,369  

Other current liabilities

 42,305   50,323  53,301   50,323 

Total current liabilities

 206,443   194,787  332,484   194,787 

Long-term debt

 179,573  169,036  641,301  169,036 

Other liabilities

 65,621  67,843  66,246  67,843 
          

Commitments and contingencies

              
          

Equity:

          

Common stock of $0.001 par value, 125,000,000 shares authorized, 50,895,235 and 50,554,179 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively

 51  51 

Common stock of $0.001 par value, 125,000,000 shares authorized, 52,839,862 and 50,554,179 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

 53  51 

Additional paid-in capital

 1,554,793  1,556,990  1,668,392  1,556,990 

Accumulated deficit

 (666,327) (699,649) (640,128) (699,649)

Accumulated other comprehensive income

 4,566   8,576  4,413   8,576 

Total stockholders’ equity

 893,083  865,968  1,032,730  865,968 

Noncontrolling interests

 (556)  22  (1,206)  22 

Total equity

 892,527   865,990  1,031,524   865,990 

Total liabilities and equity

$1,344,164  $1,297,656 $2,071,555  $1,297,656 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

 

2

 

 

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In Thousands, except per share data)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Revenues:

          

Vessel revenues

 $210,323  $162,175  $401,503  $266,051  $296,975  $190,247  $698,478  $456,298 

Other operating revenues

 4,638   1,272   6,562   3,125  2,287   1,515   8,849   4,640 

Total revenue

 214,961   163,447   408,065   269,176  299,262   191,762   707,327   460,938 

Costs and expenses:

          

Vessel operating costs

 118,264  100,257  233,723  168,768  164,239  113,037  397,962  281,805 

Costs of other operating revenues

 373  483  1,524  844  1,481  592  3,005  1,436 

General and administrative

 26,013  27,804  49,558  46,021  21,001  27,267  70,559  73,288 

Depreciation and amortization

 32,768  31,766  63,434  58,423  57,730  30,856  121,164  89,279 

Long-lived asset impairment credit

       (500)

Long-lived asset impairment and other

   1,214    714 

(Gain) loss on asset dispositions, net

 (1,404)  1,297   (3,620)  1,090  (863)  (264)  (4,483)  826 

Total costs and expenses

 176,014   161,607   344,619   274,646  243,588   172,702   588,207   447,348 

Operating income (loss)

 38,947  1,840  63,446  (5,470)

Operating income

 55,674  19,060  119,120  13,590 

Other income (expense):

          

Foreign exchange loss

 (3,819) (1,881) (1,471) (935) (2,149) (3,997) (3,620) (4,932)

Equity in net earnings (losses) of unconsolidated companies

 25 (244) 25 (244) 4 9 29 (235)

Interest income and other, net

 2,790  349  2,920  3,835  568  581  3,488  4,416 

Loss on warrants

     (14,175)     (14,175)           (14,175)

Interest and other debt costs, net

 (4,731)  (4,284)  (8,921)  (8,459) (19,288)  (4,391)  (28,209)  (12,850)

Total other expense

 (5,735)  (20,235)  (7,447)  (19,978) (20,865)  (7,798)  (28,312)  (27,776)

Income (loss) before income taxes

 33,212  (18,395) 55,999  (25,448) 34,809  11,262  90,808  (14,186)

Income tax expense

 11,284   6,619   23,255   11,837  9,260   6,352   32,515   18,189 

Net income (loss)

 21,928  (25,014) 32,744  (37,285) 25,549  4,910  58,293  (32,375)

Net income (loss) attributable to noncontrolling interests

 (656)  567   (578)  464 

Net loss attributable to noncontrolling interests

 (650)  (470)  (1,228)  (6)

Net income (loss) attributable to Tidewater Inc.

 $22,584  $(25,581) $33,322  $(37,749) $26,199  $5,380  $59,521  $(32,369)

Basic income (loss) per common share

 $0.44  $(0.61) $0.66  $(0.91) $0.50  $0.12  $1.16  $(0.76)

Diluted income (loss) per common share

 $0.43  $(0.61) $0.64  $(0.91) $0.49  $0.10  $1.13  $(0.76)

Weighted average common shares outstanding

 50,857  41,814  50,731  41,614  52,230  44,451  51,235  42,570 

Dilutive effect of warrants, restricted stock units and stock options

 1,148      1,260     1,380   7,069   1,322    

Adjusted weighted average common shares

 52,005   41,814   51,991   41,614  53,610   51,520   52,557   42,570 

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

3

 

 

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(In Thousands)

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Net income (loss)

 $21,928  $(25,014) $32,744  $(37,285) $25,549  $4,910  $58,293  $(32,375)

Other comprehensive income (loss):

          

Unrealized loss on note receivable

 (184) (846) (316) (846) (153) (429) (469) (1,275)

Change in liability of pension plans

 (3,504)  138   (3,694)  (59)    140   (3,694)  81 

Total comprehensive income (loss)

 $18,240  $(25,722) $28,734  $(38,190) $25,396  $4,621  $54,130  $(33,569)

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

4

 

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)

 

 

Six Months

 

Six Months

  

Nine Months

 

Nine Months

 
 

Ended

 

Ended

  

Ended

 

Ended

 
 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Operating activities:

          

Net income (loss)

 $32,744 $(37,285) $58,293 $(32,375)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

          

Depreciation and amortization

 42,144 40,287 

Depreciation

 85,989 62,539 

Amortization of deferred drydocking and survey costs

 21,290 18,136  35,175 26,740 

Amortization of debt premium and discounts

 842 765  2,644 1,157 

Amortization of below market contracts

 (1,906)  

Provision for deferred income taxes

 34 145  69 134 

(Gain) loss on asset dispositions, net

 (3,620) 1,090  (4,483) 826 

Gain on pension settlement

 (1,807)   (1,807)  

Gain on bargain purchase

  (1,300)  (1,300)

Long-lived asset impairment credit

  (500)

Long-lived asset impairment and other

  714 

Loss on warrants

  14,175   14,175 

Stock-based compensation expense

 4,751 3,421  7,247 5,344 

Changes in assets and liabilities, net of effects of business acquisition:

          

Trade and other receivables

 (37,919) (35,085) (92,684) (30,301)

Changes in due to/from affiliates, net

  (20)  (20)

Accounts payable

 30,876 8,072  18,237 9,364 

Accrued expenses

 (13,544) 2,354  14,231 (913)

Deferred drydocking and survey costs

 (52,691) (31,063) (73,309) (43,883)

Other, net

 (565)  (16,419) 9,778   (17,315)

Net cash provided by (used in) operating activities

 22,535   (33,227) 57,474   (5,114)

Cash flows from investing activities:

          

Proceeds from asset dispositions

 8,659 8,163  9,604 8,475 

Acquisitions, net of cash acquired

  (29,525) (594,191) (20,740)

Additions to properties and equipment

 (17,500)  (5,380) (23,202)  (11,708)

Net cash used in investing activities

 (8,841)  (26,742) (607,789)  (23,973)

Cash flows from financing activities:

          

Exercise of warrants

 111,483  

Proceeds from issuance of shares

  70,630 

Repurchase of SPO acquisition warrants

  (70,630)

Issuance of long-term debt

 575,000  

Acquisition of non-controlling interest in a majority owned subsidiary

 (1,427)   (1,427)  

Debt issuance and modification costs

  (371)

Debt issuance costs

 (14,758) (393)

Tax on share-based awards

 (5,521)  (2,176) (5,899)  (2,276)

Net cash used in financing activities

 (6,948)  (2,547)

Net cash provided by (used in) financing activities

 664,399   (2,669)

Net change in cash, cash equivalents and restricted cash

 6,746 (62,516) 114,084 (31,756)

Cash, cash equivalents and restricted cash at beginning of period

 167,977   154,276  167,977   154,276 

Cash, cash equivalents and restricted cash at end of period

 $174,723  $91,760  $282,061  $122,520 

 

5

 

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED

(Unaudited)

(In Thousands)

 

 

Six Months

 

Six Months

  

Nine Months

 

Nine Months

 
 

Ended

 

Ended

  

Ended

 

Ended

 
 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Supplemental disclosure of cash flow information:

          

Cash paid during the period for:

          

Interest, net of amounts capitalized

 $7,846  $7,626  $8,452  $7,979 

Income taxes

 $27,201  $9,330  $36,585  $16,143 

Supplemental disclosure of noncash investing activities:

          

Acquisition of SPO

 $ $162,648  $ $162,648 

Purchase of three vessels

 $12,171 $  $12,198 $ 

Supplemental disclosure of noncash financing activities:

          

Warrants issued for SPO acquisition

 $ $162,648  $ $162,648 

Repurchase of SPO acquisition warrants

 $ $992 

Debt incurred for purchase of three vessels

 $12,171  $  $12,198  $ 

 

Cash, cash equivalents and restricted cash at JuneSeptember 30, 2023 includes $2.2$2.0 million in long-term restricted cash, which is included in other assets in our condensed consolidated balance sheet.

 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

 

6

 

 

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In Thousands)

 

 

Three Months Ended

  

Three Months Ended

 
       

Accumulated

            

Accumulated

     
   

Additional

   

other

 

Non

      

Additional

   

other

 

Non

   
 

Common

 

paid-in

 

Accumulated

 

comprehensive

 

controlling

    

Common

 

paid-in

 

Accumulated

 

comprehensive

 

controlling

   
 

stock

 

capital

 

deficit

 

income (loss)

 

interest

  

Total

  

stock

 

capital

 

deficit

 

income (loss)

 

interest

  

Total

 

Balance at March 31, 2023

 $51  $1,553,919  $(688,911) $8,254  $100  $873,413 

Balance at June 30, 2023

 $51 $1,554,793 $(666,327) $4,566 $(556) $892,527 

Total comprehensive income (loss)

   22,584 (3,688) (656) 18,240    26,199 (153) (650) 25,396 

Exercise of warrants into common stock

 2 111,481    111,483 

Amortization of share-based awards

   874         874    2,118         2,118 

Balance at June 30, 2023

 $51 $1,554,793 $(666,327) $4,566 $(556) $892,527 

Balance at September 30, 2023

 $53  $1,668,392  $(640,128) $4,413  $(1,206) $1,031,524 
                          

Balance at March 31, 2022

 $42  $1,376,934  $(690,068) $2,471  $363  $689,742 

Balance at June 30, 2022

 $42  $1,554,561  $(715,649) $1,763  $930  $841,647 

Total comprehensive income (loss)

     (25,581) (708) 567  (25,722)     5,380  (289) (470) 4,621 

SPO acquisition warrants

  176,823    176,823 

Issuance of common stock

 4 72,253    72,257 

Repurchase of SPO acquisition warrants

  (73,249)    (73,249)

Amortization of share-based awards

   804         804    1,823         1,823 

Balance at June 30, 2022

 $42  $1,554,561  $(715,649) $1,763  $930  $841,647 

Balance at September 30, 2022

 $46  $1,555,388  $(710,269) $1,474  $460  $847,099 

 

 

Six Months Ended

  

Nine Months Ended

 
       

Accumulated

            

Accumulated

     
   

Additional

   

other

 

Non

      

Additional

   

other

 

Non

   
 

Common

 

paid-in

 

Accumulated

 

comprehensive

 

controlling

    

Common

 

paid-in

 

Accumulated

 

comprehensive

 

controlling

   
 

stock

 

capital

 

deficit

 

income (loss)

 

interest

  

Total

  

stock

 

capital

 

deficit

 

income (loss)

 

interest

  

Total

 

Balance at December 31, 2022

 $51  $1,556,990  $(699,649) $8,576  $22  $865,990  $51  $1,556,990  $(699,649) $8,576  $22  $865,990 

Total comprehensive income (loss)

     33,322  (4,010) (578) 28,734      59,521  (4,163) (1,228) 54,130 

Acquisition of non-controlling interest in a majority owned subsidiary

   (1,427)       (1,427)  (1,427)    (1,427)

Exercise of warrants into common stock

 2 111,481    111,483 

Amortization of share-based awards

    (770)        (770)  1,348      1,348 

Balance at June 30, 2023

 $51  $1,554,793  $(666,327) $4,566  $(556) $892,527 

Balance at September 30, 2023

 $53  $1,668,392  $(640,128) $4,413  $(1,206) $1,031,524 
  

Balance at December 31, 2021

 $41  $1,376,494  $(677,900) $2,668  $466  $701,769  $41  $1,376,494  $(677,900) $2,668  $466  $701,769 

Total comprehensive income (loss)

     (37,749) (905) 464  (38,190)     (32,369) (1,194) (6) (33,569)

Issuance of common stock

 1  (1)         5  72,252        72,257 

SPO acquisition warrants

  176,823    176,823   176,823    176,823 

Repurchase of SPO acquisition warrants

   (73,249)       (73,249)

Amortization of share-based awards

    1,245         1,245     3,068         3,068 

Balance at June 30, 2022

 $42  $1,554,561  $(715,649) $1,763  $930  $841,647 

Balance at September 30, 2022

 $46  $1,555,388  $(710,269) $1,474  $460  $847,099 

 

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

 

7

 

 

(1)

INTERIM FINANCIAL STATEMENTS

 

The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in stockholders’ equity of Tidewater Inc., a Delaware corporation, and its consolidated subsidiaries, collectively referred to as the “company”, “Tidewater”, “we”, “our”, or “us”.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, certain information and disclosures normally included in our annual financial statements have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 27, 2023 (2022 Annual Report). In the opinion of management, the accompanying financial information reflects all normal recurring adjustments necessary to fairly state our results of operations, financial position and cash flows for the periods presented and are not indicative of the results that may be expected for a full year.

 

Our financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all subsidiaries (entities in which we have a controlling financial interest), and all intercompany accounts and transactions have been eliminated. We use the equity method to account for equity investments over which we exercise significant influence but do not exercise control and are not the primary beneficiary.

 

Certain prior year amounts have been reclassified to conform to the current year presentation. Unless otherwise specified, all per share information included in this document is on a diluted basis.

 

 

(2)

RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS

 

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Disclosures of Supplier Finance Program Obligations, which requires disclosures about supplier finance programs including the nature of the program, activity during the period, changes from period to period and potential magnitude. The guidance is effective for annual periods beginning after December 15, 2022, with early adoption permitted, and most disclosures are applied retrospectively to each period in which a balance sheet is presented. We adopted this standard on January 1, 2023, and it did not have any impact on our consolidated financial statements and related disclosures.

 

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Topic 805, Business Combinations, to require an acquirer to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. The guidance is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted. We adopted this standard on January 1, 2023, and it did not have any impact on our consolidated financial statements and related disclosures.

 

 

8

 
 

(3)

ACQUISITION OF SWIRE PACIFIC OFFSHORE HOLDINGS LTDACQUISITIONS

Solstad Vessels

On March 7,2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, which was amended on June 30, 2023 (the “Acquisition Agreement”), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), pursuant to which we agreed to acquire from the Sellers (the “Solstad Acquisition”): (i)  37 platform supply vessels owned by the Sellers (the “Solstad Vessels”); and (ii) the charter parties governing certain of the Solstad Vessels. On July 5,2023, we completed the Solstad Acquisition for an aggregate cash purchase price of approximately $594.2 million, consisting of the  $577.0 million base purchase price plus an initial $3.0 million purchase price adjustment;  $3.2 million for working capital items comprised of fuel and lubricants; and $11.0 million in estimated transaction costs, consisting primarily of advisory and legal fees. The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and the 10.375% Senior Unsecured Notes due July 2028. See “Note ( 9) Debt” for additional disclosure on these debt instruments.
We have determined that, under the provisions of FASB Accounting Standard Codification (ASC) 805, substantially all of the fair value of the gross assets acquired is concentrated in a group of identifiable assets and accordingly, the Solstad Acquisition is considered an asset acquisition. As a result, the assets acquired and liabilities assumed are measured at cost, which consists of the amount of cash paid and direct transaction costs. The cost of a group of assets acquired in an asset acquisition are allocated to the individual assets acquired or liabilities assumed based on their relative fair values and does not give rise to goodwill.

As of July 5, 2023, the cost of the asset acquisition was allocated to the following individual assets acquired and liabilities assumed based on their relative fair values.

(In Thousands)

    
     
     
  

Estimated Fair Value

 
     

Marine operating supplies

 $1,891 

Net properties and equipment

  601,000 

Total assets

  602,891 
     
     

Other current liabilities (A)

  8,600 

Other liabilities (A)

  1,400 

Total liabilities

  10,000 
     

Net assets acquired

 $592,891 
     

Costs and expenses

    

Vessel operating costs (B)

  1,300 
     

Purchase consideration

 $594,191 

(A)Current and long-term liabilities related to certain existing charter contracts accompanying the acquired Solstad Vessels that are below current market rates. These liabilities will be ratably amortized into revenue over the life of the related contracts.
(B)The working capital adjustment included $1.3 million for lubricants which are expensed by Tidewater.

9

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$0.6 million and $0.8$1.4 million for the three and sixnine months ended JuneSeptember 30, 2023, respectivelyBusiness combination related costs totaled $7.2$3.4 million and $9.4$12.8 million for the three and sixnine months ended June September 30,2022,respectively.

9

 

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,others: (i) a reduction in depreciation expense for adjustments to property and equipmentequipment; 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)
     

 

(In Thousands)

    
  

Period from

 
 

January 1, 2022 to

 
 

September 30, 2022

 

Revenues

 $528,037 
     

Net loss

 $(28,501)
     

10

 

 

(4)

ALLOWANCE FOR CREDIT LOSSES

 

Expected credit losses are recognized on the initial recognition of our trade accounts receivable and contract assets. In each subsequent reporting period, even if a loss has not yet been incurred, credit losses are recognized based on the history of credit losses and current conditions, as well as reasonable and supportable forecasts affecting collectability. We developed an expected credit loss model applicable to our trade accounts receivable and contract assets that considers our historical performance and the economic environment, as well as the credit risk and its expected development for each segmented group of customers that share similar risk characteristics. It is our practice to write off receivables when all legal options for collection have been exhausted.

 

Activity in the allowance for credit losses for the sixnine months ended JuneSeptember 30, 2023 is as follows:

 

 

Trade

  

Trade

 

(In Thousands)

 

and Other

  

and Other

 
 

Receivables

  

Receivables

 

Balance at January 1, 2023

 $14,060  $14,060 

Current period provision for expected credit losses

 2,679  2,841 

Write offs

 (1,484) (1,484)

Recoveries

 407 

Other

 (497) (376)

Balance at June 30, 2023

 $14,758 

Balance at September 30, 2023

 $15,448 

 

The balance in our allowance for credit losses at JuneSeptember 30, 2023 and December 31, 2022, includes $11.2$11.3 million and $11.7 million respectively, previously reported in the allowance for credit losses related to amounts due from affiliates, which are now combined with trade and other receivables.

 

 

(5)

REVENUE RECOGNITION

 

See “Note (13) Segment and Geographic Distribution of Operations” for revenue by segment and in total for the worldwide fleet.

 

Contract Balances

 

At JuneSeptember 30, 2023, we had $5.8$5.6 million of deferred mobilizations costs included within prepaid expenses and other current assets and $3.4$3.0 million of deferred mobilization costs included in other assets.

 

At JuneSeptember 30, 2023, we had $5.1$6.6 million of deferred mobilization revenue included within accrued expenses related to unsatisfied performance obligations that will be recognized during the remainder of 2023 and 2024

 

11

 
 

(6)

STOCKHOLDERS’ EQUITY AND DILUTIVE EQUITY INSTRUMENTS

 

Earnings per share

 

In recent years throughUntil the second quarter of 2022, we reported annual and quarterly losses from operations and reported basic and diluted losses per share based on the actual average shares of common stock outstanding during the relevant period. For the three months ended September 30, 2023and six2022, and for the nine months ended JuneSeptember 30, 2023, we reported net income from operations. Our fully diluted earnings per share for the three and six months ended June 30, 2023, these periods is based on our weighted average common shares outstanding plusand is computed using the commontreasury stock equivalent ofmethod for our outstanding “in-the-money” warrants, restricted stock units and stock options.

 

Accumulated Other Comprehensive Income (Loss)

 

The following tables present the changes in accumulated other comprehensive income (loss) (OCI) by component, net of tax:

 

(In Thousands)

 

Three Months Ended

  

Three Months Ended

 
 June 30, 2023  June 30, 2022  September 30, 2023  September 30, 2022 

Balance at March 31, 2023 and 2022

 $8,254 $2,471 

Balance at June 30, 2023 and 2022

 $4,566  $1,763 

Unrealized loss on note receivable

 (184) (846) (153) (429)

Pension benefits recognized in OCI

 (3,504)  138     140 

Balance at June 30, 2023 and 2022

 $4,566  $1,763 

Balance at September 30, 2023 and 2022

 $4,413  $1,474 

 

(In Thousands)

 

Six Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Balance at December 31, 2022 and 2021

 $8,576  $2,668  $8,576  $2,668 

Unrealized loss on note receivable

 (316) (846) (469) (1,275)

Pension benefits recognized in OCI

 (3,694)  (59) (3,694)  81 

Balance at June 30, 2023 and 2022

 $4,566  $1,763 

Balance at September 30, 2023 and 2022

 $4,413  $1,474 

 

Dilutive Equity Instruments

 

The following table presents the changes in the number of common shares, incremental “in-the-money” warrants, restricted stock units and stock options outstanding:

 

Total shares outstanding including warrants, restricted stock units and stock options

 

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Common shares outstanding

 50,895,235 42,029,882  52,839,862 46,494,323 

New creditor warrants (strike price $0.001 per common share)

 81,244 395,401 

GulfMark creditor warrants (strike price $0.01 per common share)

 100,179 309,351 

SPO acquisition warrants (strike price $0.001 per common share)

  8,100,000 

New creditor warrants (strike price $0.001 per common share)

 81,244 119,215 

GulfMark creditor warrants (strike price $0.01 per common share)

 95,835 185,126 

SPO acquisition warrants (strike price $0.001 per common share)

  4,003,299 

Restricted stock units and stock options

 1,520,226   1,627,083  1,505,519   1,619,132 

Total

 52,596,884   52,461,717  54,522,460   52,421,095 

 

We also hadhave “out-of-the-money” warrants outstanding exercisable for 5,923,399861,310 shares of common stock at both JuneSeptember 30, 2023and 2022. Included at an exercise price of $100.00, which expire in these “out-of-the-money” warrants are (i) 2.4 millionNovember 2024. Prior to August 1, 2023, we had outstanding Series A Warrants, exercise price of $57.06 which haveand Series B Warrants, exercise price of $62.28, both with an expiration date of July 31, 2023; (2023. ii) 2.6During July 2023, an aggregate of 2.0 million Series A Warrants and Series B Warrants exercise pricewere exercised and 1.9 million shares of $62.28, which have an expiration date ofcommon stock were issued in exchange for $111.5 million in cash proceeds. The remaining unexercised Series A Warrants and Series B Warrants, 3.1 million in the aggregate, expired according to their terms on July 31, 2023;2023. and (iii) 0.9 million GLF Equity Warrants, exercise price of $100.00, which expires in November 2024.No warrants, restricted stock units or stock options, whether in the money or out of the money, are included in our earnings (loss) per share calculations if the effect of such inclusion is antidilutive. During July 2023, the Tidewater common stock price increased above the exercise price of the Series A Warrants. Prior to their expiration, 2.0 million Series A Warrants and Series B Warrants were exercised and 1.9 million shares of common stock was issued in exchange for $111.5 million in proceeds. The remaining 3.1 million unexercised Series A Warrants and Series B Warrants expired according to their terms on July 31, 2023.

 

12

 

 

(7)

INCOME TAXES

 

Income tax rates and taxation systems in the jurisdictions where we and our subsidiaries conduct business vary and our subsidiaries are frequently subjected to minimum taxation regimes. In some jurisdictions, tax liabilities are based on gross revenues, statutory deemed profits or other factors, rather than on net income. We use a discrete effective tax rate method to calculate taxes for interim periods instead of applying the annual effective tax rate to an estimate of the full fiscal year due to the level of volatility and unpredictability of earnings in our industry, both overall and by jurisdiction.

 

For the sixnine months ended JuneSeptember 30, 2023, income tax expense reflects tax liabilities in various jurisdictions based on either revenue (deemed profit regimes) or pre-tax profits.

 

The tax liabilities for uncertain tax positions are primarily attributable to permanent establishment issues related to foreign jurisdictions, subpart F income inclusions and withholding taxes on foreign services. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.

 

As of December 31, 2022, our balance sheet reflected approximately $439.7 million of net deferred tax assets prior to a valuation allowance of $441.9 million. As of JuneSeptember 30, 2023, we had net deferred tax assets of approximately $449.7$449.6 million prior to a valuation allowance of $451.9 million. The net deferred tax assets amounts as of JuneSeptember 30, 2023 include $65.7$64.4 million of deferred tax assets from the SPO acquisition offset by a valuation allowance of $65.7$64.4 million.

 

Management assesses all available positive and negative evidence to permit use of existing deferred tax assets.

 

With limited exceptions, we are no longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for years prior to March 2016. We are subject to ongoing examinations by various foreign tax authorities and do not believe that the results of these examinations will have a material adverse effect on our financial position, results of operations or cash flows.

 

13

 
 

(8)

EMPLOYEE BENEFIT PLANS

 

U.S. Defined Benefit Pension Plan

 

We havesponsor a defined benefit pension plan (pension plan) that coverswas frozen in 2010 covering certain U.S. employees. The pension plan was frozen during 2010. We have not made contributions to the pension plan since 2019. Actuarial valuations are performed annually, and an assessment of the future pension obligations and market value of the assets will determine if contributions are made in the future.

 

During the second quarter of 2023, we as sponsor of the pension plan entered into an agreement committing the pension plan to use a portion of its assets to purchase an annuity from an insurance company (the “Insurer”) to transfer approximately $11.8 million of the pension plan’s pension liabilities. Under the terms of this agreement, we irrevocably transferred to the Insurer all future pension plan benefit obligations for approximately 500 Tidewater participants (“Transferred Participants”) effective in April 2023. This annuity transaction was funded entirely with existing pension plan assets. The Insurer assumed responsibility for administrative and customer service support of the pension plan, including distribution of payments to the Transferred Participants. We recognized a $1.8 million settlement gain in the second quarter of 2023 in connection with this transaction.

 

Supplemental Executive Retirement Plan

 

We support a non-contributory and non-qualified defined benefit supplemental executive retirement plan (supplemental plan) that was closed to new participants during 2010. We contributed $0.8$1.2 million to the supplemental plan during each of the sixnine months ended JuneSeptember 30, 2023 and 2022, respectively, and expect to contribute $0.8$0.4 million during the remainder of 2023. Our obligations under the supplemental plan were $17.2$17.0 million and $17.3 million at JuneSeptember 30, 2023 and December 31, 2022, respectively, and are included in “accrued expenses” and “other liabilities” in the consolidated condensed balance sheet.

 

Net Periodic Benefit Costs

 

The net periodic benefit cost for our defined benefit pension plans and supplemental plan (referred to collectively as “Pension Benefits”) is comprised of the following components:

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Pension Benefits:

                    

Interest cost

 $653  $579  $1,499  $1,157  $750  $578  $2,249  $1,735 

Expected return on plan assets

 (365) (751) (1,053) (1,503) (526) (751) (1,579) (2,254)

Amortization of net actuarial (gains) losses

 (4)  16   (70)  32  (36)  15   (106)  47 

Net periodic pension (benefit) cost

 $284  $(156) $376  $(314) $188  $(158) $564  $(472)

 

The components of the net periodic pension cost are included in the caption “Interest income and other, net.”

 

14

 
 

(9)

DEBT

 

The following is a summary of all debt outstanding:

 

(In Thousands)

          
 

June 30, 2023

  

December 31, 2022

  

September 30, 2023

  

December 31, 2022

 

Senior secured bonds:

     

Senior bonds:

     

8.50% Senior Secured Notes due November 2026 (A) (B)

 $175,000  $175,000  $175,000  $175,000 

Supplier Facility Agreements

 12,204   11,844  

Senior Secured Term Loan(C)

    325,000  

10.375% Senior Unsecured Notes due July 2028(D)

      250,000    
 $187,204 $175,000  $761,844 $175,000 

Debt discount and issuance costs

 (5,190) (5,964) (18,174) (5,964)

Less: Current portion of long-term debt

 (2,441)    (102,369)   

Total long-term debt

 $179,573  $169,036  $641,301  $169,036 

 

 

(A)

As of JuneSeptember 30, 2023 and December 31, 2022, the fair value (Level 2) of the Senior Secured Notes was $181.4$185.3 million and $177.3 million, respectively.

 

(B)

The $1.2$5.0 million restricted cash on the condensed consolidated balance sheet at JuneSeptember 30, 2023, represents the pro rata amount due for our next semiannual interest payment obligation on the 8.50% Senior Secured Notes.

(C)As of September 30, 2023, the fair value of the Senior Secured Term Loan approximates book value.
(D)As of September 30, 2023, the fair value (Level 2) of the 10.375% Senior Unsecured Notes due July 2028 was $263.3 million.

 

Supplier Facility Agreements

 

We enteredhave signed agreements for the construction of eight new vessels. Upon delivery of each vessel, we may enter into Facility Agreements to finance a portion of the construction and delivery ofcosts. Three vessels have been delivered through three new vessels. The vessels were delivered to us in the second quarter of September 30, 2023 in exchange, and we entered into Facility Agreements for approximately $12.2EUR11.2 million ($11.8 million) in financing. Each of thethree Facility Agreements bear interest at rates ranging from 2.7% to 6.0% and are payable in ten equal principal semi-annual installments, with the first Facility Agreement installment commencingsix months following delivery of the vessel. Payments for the three delivered vessels begin in the fourth quarter of 2023. The Facility Agreements are secured by the vessels, guaranteed by Tidewater as parent guarantor and contain no financial covenants.

 

Senior Secured Term Loan

 

On June 30,2023,Tidewater entered into a Credit Agreement, by and among Tidewater, as parent guarantor, TDW International Vessels Unrestricted,(Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“TDW International”), as borrower, certain other unrestricted subsidiaries of Tidewater, as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch (“DNB Bank”), as facility agent and DNB Markets, Inc. (“DNB Markets”), as bookrunner and mandated lead arranger (the “Credit Agreement”), pursuant to which the lenders agreed to make available to borrower a senior secured term loan in the aggregate principal amount of $325.0 million (the “Senior Secured Term Loan”) to partially finance the purchase price of the Solstad Acquisition (See “Note (15) Solstad Vessel Acquisition”). The balancewas fully drawn on the Senior Secured Term Loan was zero as of June 30, 2023. On July 5, 2023, the Term Loan was fully drawn in a single advance of $325.0 million yielding net proceeds of approximately $318.3 million, which were used to fund a portion of the purchase price for the Solstad Acquisition.

 

The Senior Secured Term Loan is composed of a $100.0 million Tranche A loan and a $225.0 million Tranche B loan, each maturing on July 5, 2026. The Tranche A loan is required to be repaid by $50.0 million within one year, with the remaining $50.0 million due at maturity. The Tranche B loan amortizes over the three-year term of the Senior Secured Term Loan. The Tranche A loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 5% initially, increasing to 8% over the term of the Term Loan. The Tranche B loan bears interest at SOFR plus 3.75%. The Tranche A loan and the Tranche B loan may each be prepaid at any time without premium or penalty. The security for the Senior Secured Term Loan includes mortgages over the Solstad Vessels and associated assignments of insurances and assignments of earnings in respect of such vessels, a pledge of 100% of the equity interests in TDW International, a pledge of 66% of the equity interests in TDW International Unrestricted, Inc., an indirect wholly owned subsidiary of the Company, and negative pledges over certain vessels indirectly owned by TDW International Unrestricted, Inc. The obligations of the borrower are guaranteed by Tidewater, subject to a cap equal to 50% of the purchase price for the Solstad Acquisition.

 

15

 

The Credit Agreement contains three financial covenants: (i) a minimum free liquidity test (of Guarantor liquidity) equal to the greater of $20.0 million or 10% of net interest-bearing debt, (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries and (iii) an interest coverage ratio of not less than 2:1. The Credit Agreement also contain certain equity cure rights with respect to such financial covenants. The Credit Agreement also includes (i) customary vessel management and insurance covenants in the vessel mortgages, (ii) negative covenants, and (iii) certain customary events of default. We are currently in compliance with all of these financial covenants.

 

10.375%Senior Unsecured Notes due July 2028

 

On July 3, 2023, Tidewater completed a previously announced offering of $250$250.0 million aggregate principal amount of senior unsecured bonds in the Nordic bond market (the “Senior Unsecured Notes”). The bonds were privately placed, at an issue price of 99%, outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. We used the net proceeds from the offering of approximately $243.1 million to fund a portion of the purchase price of the Solstad Acquisition.

 

The Senior Unsecured Notes were issued pursuant to the Bond Terms, dated as of June 30, 2023 (the “Bond Terms”), between the Nordic Trustee AS, as Bond Trustee and us. An application will be made for the Senior Unsecured Notes to be listed on the Nordic ABM. The Senior Unsecured Notes are senior unsecured obligations and are not guaranteed by any of our subsidiaries.

 

The Senior Unsecured Notes will mature on July 3, 2028. Interest on the Senior Unsecured Notes will accrue at a rate of 10.375% per annum payable semi-annually in arrears on January 3 and July 3 of each year in cash, beginning January 3, 2024. Prepayment of the Senior Unsecured Notes prior to July 3, 2025 requires the payment of make-whole amounts, and prepayments after that date are subject to prepayment premiums that decline over time.

 

The Senior Unsecured Notes contain two financial covenants: (i) a minimum free liquidity test equal to the greater of $20$20.0 million and 10% of net interest-bearing debt, and (ii) a minimum equity ratio of 30%. The Bond Terms also contain certain equity cure rights with respect to such financial covenants. Our ability to make certain distributions to our stockholders after November 16, 2023, to our stockholders is subject to certain limits, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The Senior Unsecured Notes are also subject to negative covenants as set forth in the Bond Terms. The Bond Terms contain certain customary events of default, including, among other things: (i) default in the payment of any amount when due; (ii) default in the performance or breach of any other covenant in the Bond Terms, which default continues uncured for a period of 20 business days; and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization. We are currently in compliance with all of these financial covenants.

 

Super Senior Revolver

 

We also have entered into a Super Senior Revolving Credit Facility Agreement maturing on November 16, 2026 that provides access to $25.0 million for general working capital purposes. No amounts have been drawn on this credit facility.

 

 

(10)

COMMITMENTS AND CONTINGENCIES

 

Currency Devaluation and Fluctuation Risk

 

Due to our international operations, we are exposed to foreign currency exchange rate fluctuations against the U.S. dollar. For some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies with the result that we are at risk for changes in the exchange rates between the U.S. dollar and foreign currencies. We generally do not hedge against any foreign currency rate fluctuations associated with foreign currency contracts that arise in the normal course of business, which exposes us to the risk of exchange rate losses. To minimize the financial impact of these items, we attempt to contract a significant majority of our services in U.S. dollars. In addition, we attempt to minimize the financial impact of these risks by matching the currency of our operating costs with the currency of our revenue streams when considered appropriate. We continually monitor the currency exchange risks associated with all contracts not denominated in U.S. dollars.

 

Legal Proceedings

 

We are named defendants or parties in certain lawsuits, claims or proceedings incidental to our business and involved from time to time as parties to governmental investigations or proceedings arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

 

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FAIR VALUE MEASUREMENTS

 

Other Financial Instruments

 

Our primary financial instruments consist of cash and cash equivalents, restricted cash, trade receivables and trade payables with book values that are considered to be representative of their respective fair values. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio. In the second quarter of 2022, we agreed to a transaction with PEMEX, the Mexican national oil company, to exchange $8.6 million in accounts receivable for an equal face amount of seven-year 8.75% PEMEX corporate bonds (PEMEX Note). The PEMEX Note is classified as “available for sale.” For the three and sixnine months ended JuneSeptember 30, 2023, we recorded $0.2 million and $0.3$0.5 million in mark-to-market losses in other comprehensive income, respectively, valuing the PEMEX Note at $7.8$7.6 million in our consolidated balance sheet as of JuneSeptember 30, 2023. The PEMEX Note mark-to-market valuations are considered to be Level 2.

 

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PROPERTIES AND EQUIPMENT, ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES

 

As of JuneSeptember 30, 2023, our property and equipment consist primarily of 184219 active vessels which excludeslocated around the two vesselsworld, excluding one vessel we have classified as held for sale, located around the world.sale. As of December 31, 2022, our property and equipment consisted primarily of 183 active vessels, which excluded eight vessels classified as held for sale. We have five Alucat crew boats under construction for which we have made down payments totaling approximately $2.8EUR2.6 million ($2.9 million) in 2022 and 2023 and will incur debt with the shipyard upon deliveries in 2023 and 2024 totaling approximately $11.3 million.EUR10.5 million ($11.1 million). These crew boats, upon completion, will be employed in our African market. See Note 15 for disclosure of our July 5, 2023 acquisition of 37 vessels from Solstad Offshore ASA, a Norwegian public limited company.

 

A summary of properties and equipment is as follows:

 

(In Thousands)

          
 

June 30, 2023

  

December 31, 2022

  

September 30, 2023

  

December 31, 2022

 

Properties and equipment:

          

Vessels and related equipment

 $1,094,233  $1,070,821  $1,704,505  $1,070,821 

Other properties and equipment

 41,750   35,819  38,168   35,819 
 1,135,983  1,106,640  1,742,673  1,106,640 

Less accumulated depreciation and amortization

 351,110   309,985  394,672   309,985 

Properties and equipment, net

 $784,873  $796,655  $1,348,001  $796,655 

 

A summary of accrued expenses is as follows:

 

(In Thousands)

          
 

June 30, 2023

  

December 31, 2022

  

September 30, 2023

  

December 31, 2022

 

Payroll and related payables

 $30,356  $35,425  $33,901  $35,425 

Accrued vessel expenses

 35,038  47,307  42,042  47,307 

Accrued interest expense

 1,921  2,037  19,364  2,037 

Other accrued expenses

 24,560   20,749  24,324   20,749 
 $91,875  $105,518  $119,631  $105,518 

 

A summary of other current liabilities is as follows:

 

(In Thousands)

          
 June 30, 2023  December 31, 2022  September 30, 2023  December 31, 2022 

Taxes payable

 $34,933  $39,355  $36,089  $39,355 

Other

 7,372   10,968  17,212   10,968 
 $42,305  $50,323  $53,301  $50,323 

 

A summary of other liabilities is as follows:

 

(In Thousands)

          
 June 30, 2023  December 31, 2022  September 30, 2023  December 31, 2022 

Pension liabilities

 $19,932  $17,383  $19,740  $17,383 

Liability for uncertain tax positions

 31,533  35,468  30,218  35,468 

Other

 14,156   14,992  16,288   14,992 
 $65,621  $67,843  $66,246  $67,843 

 

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SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS

 

Each of our five operating segments is managed by a senior executive reporting directly to our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation. 

 

The following table provides a comparison of segment revenues, vessel operating profit (loss), depreciation and amortization, and additions to properties and equipment for the three and sixnine months ended JuneSeptember 30, 2023 and 2022. Vessel revenues relate to vessels owned and operated by us while other operating revenues relate to other miscellaneous marine-related businesses.

 

19

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

June 30, 2022

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

September 30, 2022

  

September 30, 2023

  

September 30, 2022

 

Revenues:

          

Vessel revenues:

          

Americas

 $50,376  $37,520  $98,063  $65,964  $70,717  $39,122  $168,780  $105,086 

Asia Pacific

 22,585  16,362  44,609  21,259  38,994  23,902  83,603  45,161 

Middle East

 31,856  28,396  62,618  48,614  34,685  31,186  97,303  79,800 

Europe/Mediterranean

 39,295  32,475  70,545  56,394  78,929  39,702  149,474  96,096 

West Africa

 66,211  47,422  125,668  73,820  73,650  56,335  199,318  130,155 

Other operating revenues

 4,638   1,272   6,562   3,125  2,287   1,515   8,849   4,640 

Total

 $214,961  $163,447  $408,065  $269,176  $299,262  $191,762  $707,327  $460,938 

Vessel operating profit (loss):

          

Americas

 $6,245  $5,930  $14,207  $5,848  $12,586  $2,952  $26,793  $8,800 

Asia Pacific

 7,026  (899) 12,594  1,274  14,555  3,260  27,149  4,534 

Middle East

 (1,657) (307) (2,001) (2,190) (1,143) 605  (3,144) (1,585)

Europe/Mediterranean

 8,307  4,262  10,343  1,833  9,576  13,137  19,919  14,970 

West Africa

 25,474  9,270  42,695  12,485  28,392  12,322  71,087  24,807 

Other operating profit

 4,265   790   5,038   2,282  806   922   5,844   3,204 
 49,660   19,046   82,876   21,532  64,772   33,198   147,648   54,730 
          

Corporate expenses

 (12,117) (15,909) (23,050) (26,412) (9,961) (13,188) (33,011) (39,600)

Long-lived asset impairment credit

       500 

Gain on asset dispositions, net

 1,404   (1,297)  3,620   (1,090)

Long-lived asset impairment and other

   (1,214)   (714)

Gain (loss) on asset dispositions, net

 863   264   4,483   (826)

Operating income (loss)

 $38,947  $1,840  $63,446  $(5,470) $55,674  $19,060  $119,120  $13,590 

Depreciation and amortization:

          

Americas

 $8,724  $7,503  $16,918  $14,619  $11,945  $7,591  $28,863  $22,210 

Asia Pacific

 1,824  2,080  3,289  2,929  3,570  1,518  6,859  4,447 

Middle East

 6,365  6,421  12,100  11,827  6,854  6,384  18,954  18,211 

Europe/Mediterranean

 7,445  6,958  14,795  13,720  24,660  6,792  39,455  20,512 

West Africa

 7,813  8,002  15,334  13,743  10,113  7,720  25,447  21,463 

Corporate

 597   802   998   1,585  588   851   1,586   2,436 

Total

 $32,768  $31,766  $63,434  $58,423  $57,730  $30,856  $121,164  $89,279 

Additions to properties and equipment:

          

Americas

 $1,040  $538  $1,561  $538  $935  $2,386  $2,496  $2,924 

Asia Pacific

 1,256  19  5,659  19  1,179  195  6,838  214 

Middle East

 868  2,048  2,418  2,072  728  862  3,146  2,934 

Europe/Mediterranean

 1,948  169  2,180  445  1,295  815  3,475  1,260 

West Africa

 15,146  340  15,735  690  225  772  15,960  1,462 

Corporate

 762   1,037   2,118   1,616  1,366   1,298   3,484   2,914 

Total

 $21,020  $4,151  $29,671  $5,380  $5,728  $6,328  $35,399  $11,708 

 

The following table provides a comparison of total assets at JuneSeptember 30, 2023 and December 31, 2022:

 

(In Thousands)

          
 

June 30, 2023

  

December 31, 2022

  

September 30, 2023

  

December 31, 2022

 

Total assets:

          

Americas

 $307,964  $309,985  $432,961  $309,985 

Asia Pacific

 109,038  148,684  165,373  148,684 

Middle East

 200,369 197,054  195,757 197,054 

Europe/Mediterranean

 278,660  282,670  673,419  282,670 

West Africa

 331,657  285,965  396,861  285,965 

Corporate

 116,476   73,298  207,184   73,298 
 $1,344,164  $1,297,656  $2,071,555  $1,297,656 

  

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ASSET DISPOSITIONS, ASSETS HELD FOR SALE AND ASSET IMPAIRMENTS

 

During the sixnine months ending JuneSeptember 30, 2023, we sold or recycled sixseven of our vessels held for sale, leaving twoone vesselsvessel valued at $0.6 million remaining in the held for sale account as of JuneSeptember 30, 2023. We also sold twofour vessels from our active fleet. The total vessel and other sales for the sixnine-month period ending JuneSeptember 30, 2023 contributed approximately $8.7$9.6 million in proceeds, and we recognized a net $3.6$4.5 million gain on the dispositions. In the sixnine-month period ending JuneSeptember 30, 2022, we added one vessel to assets held for sale, sold or recycled nineten of our vessels held for sale, and re-activated one vessel from assets held for sale back into the active fleet, leaving nineeight vessels valued at $6.9$6.8 million remaining in the held for sale account as of JuneSeptember 30, 2022.

 

We consider the valuation approach for our assets held for sale to be a Level 3 fair value measurement due to the level of estimation involved in valuing assets to be recycled or sold. We estimate the net realizable value of our assets held for sale using various methodologies including third party appraisals, sales comparisons, sales agreements and recycle yard tonnage prices. Estimates generally fall in ranges rather than exact numbers due to the nature of sales of offshore vessels and industry conditions. Our value ranges depend on our expectation of the ultimate disposition of the vessel. We will in all circumstances attempt to achieve maximum value for our vessels, but also recognize that certain vessels are more likely to be recycled, especially given the time and effort required to achieve a sale and the costs incurred to maintain a vessel while searching for a buyer. We establish ranges that in many cases have recycle value as the low end of the range and an expected open market sale value at the top of the range. When there is no expectation within the range that is considered more likely than any other, we apply equal probability weighting to the low and high ends of the valuation range. In addition, in conjunction with the reactivation of a vessel from assets held for sale to the active fleet in the first quarter of 2022 and the concurrent valuation of such vessel at its fair value, we recaptured $0.5 million of impairment charged to expense. We do not separate our asset impairment expense by segment because of the significant movement of our assets between segments.

 

The following table presents the activity in our asset held for sale account for the periods indicated:

 

(In Thousands, except number of vessels)

 Three Months Ended  Three Months Ended 
 Number of Vessels June 30, 2023  Number of Vessels June 30, 2022  Number of Vessels September 30, 2023  Number of Vessels September 30, 2022 

Beginning balance

 3  $695  12  $8,591  2  $630  9  $6,862 

Additions

     1  2,500         

Sales

 (1) (65)  (4) (4,229) (1) (65)  (1) (47)

Ending balance

 2  $630   9  $6,862  1  $565   8  $6,815 

 

(In Thousands, except number of vessels)

 

Six Months Ended

 
  

Number of Vessels

  

June 30, 2023

  

Number of Vessels

  

June 30, 2022

 

Beginning balance

  8  $4,195   18  $14,421 

Additions

        1   2,500 

Sales

  (6)  (3,565)  (9)  (8,559)

Transfers

        (1)  (1,500)

Ending balance

  2  $630   9  $6,862 

(In Thousands, except number of vessels)

 

Nine Months Ended

 
  

Number of Vessels

  

September 30, 2023

  

Number of Vessels

  

September 30, 2022

 

Beginning balance

  8  $4,195   18  $14,421 

Additions

        1   2,500 

Sales

  (7)  (3,630)  (10)  (8,606)

Transfers

        (1)  (1,500)

Ending balance

  1  $565   8  $6,815 

 

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SOLSTAD VESSEL ACQUISITION

On March 7,2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets (the “Original Acquisition Agreement”), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), pursuant to which we agreed to acquire from the Sellers (the “Solstad Acquisition”): (i) 37 platform supply vessels owned by the Sellers (the “Solstad Vessels”); (ii) the charter parties governing certain of the Solstad Vessels; and (iii) the Economic Interest (as defined in the Acquisition Agreement) in certain charter parties as specified therein. On June 20,2023, we and the Sellers executed a First Amendment (the “First Amendment”) to the Original Acquisition Agreement to clarify certain closing matters related to the Solstad Acquisition (the First Amendment, together with the Original Acquisition Agreement, the “Acquisition Agreement”). Subsequent to the end of the second quarter of 2023, on July 5,2023, we completed the Solstad Acquisition with the Sellers for an aggregate cash purchase price of approximately $580.0 million, consisting of the previously disclosed $577.0 million base purchase price along with an initial $3.0 million purchase price adjustment, which will be further adjusted for bunkers and other consumables within 14 days after closing. The purchase price was funded through a combination of cash on hand, net proceeds from the Senior Secured Term Loan and from the Senior Unsecured Notes. See Note 9 for additional disclosure on the Senior Secured Term Loan and Senior Unsecured Notes.

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ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

Certain of the statements included in this Form 10-Q constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which includes any statements that are not historical facts. Such statements often contain words such as “expect,” “believe,” “think,” “anticipate,” “predict,” “plan,” “assume,” “estimate,” “forecast,” “goal,” “target,” “projections,” “intend,” “should,” “will,” “shall” and other similar words. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Tidewater Inc. and its subsidiaries. There can be no assurance that future developments affecting Tidewater Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: fluctuations in worldwide energy demand and oil and natural gas prices; industry overcapacity; limited capital resources available to replenish our asset base as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers in the energy industry and the industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indentures and other debt instruments; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; integration of acquired businesses and entry into new lines of business; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, such as expropriation or enforcement of customs or other laws that are not well developed or consistently enforced; the risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; interest rate and foreign currency fluctuations; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; our participation in industry wide, multi-employer, defined pension plans; enforcement of laws related to the environment, labor and foreign corrupt practices; increased global concern, regulation and scrutiny regarding climate change; increased stockholder activism; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; the resolution of pending legal proceedings; and other risks and uncertainties detailed in this Form 10-Q and other filings we make with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this Form 10-Q regarding our environmental, social and other sustainability plans, goals or activities are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards still developing, internal controls and processes that we continue to evolve, and assumptions subject to change in the future. Statements in this Form 10-Q are made as of the date of this filing, and Tidewater disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. In addition, see “Risk Factors” included in our Annual Report on Form 10-K and in this Form 10-Q for a discussion of certain risks relating to our business and investment in our securities.

 

In certain places in this Form 10-Q, we may refer to reports published by third parties that purport to describe trends or developments in energy production and drilling and exploration activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information.

 

The forward-looking statements should be considered in the context of the risk factors listed above, discussed in this Quarterly Report on Form 10-Q, and discussed in our 2022 Annual Report on Form 10-K (Annual Report) as updated by subsequent filings with the SEC. Investors and prospective investors are cautioned not to rely unduly on such forward-looking statements, which speak only as of the date hereof. Management disclaims any obligation to update or revise any forward-looking statements contained herein to reflect new information, future events, or developments.

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes thereto included in “Item 1. Financial Statements” and with our 2022 Annual Report. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in Item 1A of our Annual Report and elsewhere in this Quarterly Report.

 

EXECUTIVE SUMMARY AND CURRENT BUSINESS OUTLOOK

 

Tidewater

 

We are one of the most experienced international operators in the offshore energy industry with a history spanning over 65 years. Our vessels and associated vessel services provide support for all phases of offshore oil and natural gas exploration, field development and production as well as windfarm development and maintenance. These services include towing of, and anchor handling for, mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; offshore construction and seismic and subsea support; geotechnical survey support for windfarm construction, and a variety of other specialized services such as pipe and cable laying. In addition, we have one of the broadest geographic operating footprints in the offshore vessel industry. Our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of the many customers with which we believe we have strong relationships.

 

On March 7, 2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, which was amended on June 30, 2023 (the “Acquisition Agreement”), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), pursuant to which we agreed to acquire from the Sellers (the “Solstad Acquisition”): (i) 37 platform supply vessels owned by the Sellers (the “Solstad Vessels”); and (ii) the charter parties governing certain of the Solstad Vessels. On July 5, 2023, we completed the Solstad Acquisition for an aggregate cash purchase price of approximately $594.2 million, consisting of the $577.0 million base purchase price plus an initial $3.0 million purchase price adjustment; $3.2 million for working capital items comprised of fuel and lubricants; and $11.0 million in estimated transaction costs, consisting primarily of advisory and legal fees. The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and the 10.375% Senior Unsecured Notes due July 2028.

On April 22, 2022, we completed the acquisition of SPO and its 50 offshore support vessels operating primarily in West Africa, Southeast Asia and the Middle East. As consideration for the acquisition, we paid $42.0 million in cash and issued 8,100,000 warrants, each of which was 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. In 2022, we completed two public offerings of approximately 8.1 million shares combined of our common stock and with the proceeds from these offerings coupled with a small redemption of SPO acquisition warrants related to indemnified liabilities, we redeemed 100% of the outstanding SPO acquisition warrants. All of the net proceeds from the public equity offerings were used to redeem SPO acquisition warrants.

 

On March 7,Prior to August 1, 2023, we entered intohad outstanding Series A Warrants, exercise price of $57.06 and Series B Warrants, exercise price of $62.28, both with an Agreementexpiration date of July 31, 2023. During July 2023, an aggregate of 2.0 million Series A Warrants and Series B Warrants were exercised and 1.9 million shares of common stock were issued in exchange for the Sale$111.5 million in cash proceeds. The remaining unexercised Series A Warrants and Purchase of Vessels, Charter Parties and Other Assets (the “Original Acquisition Agreement”), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the “Sellers”), pursuant to which we agreed to acquire from the Sellers (the “Solstad Acquisition”): (i) 37 platform supply vessels owned by the Sellers (the “Solstad Vessels”); (ii) the charter parties governing certain of the Solstad Vessels; and (iii) the Economic Interest (as definedSeries B Warrants, 3.1 million in the Acquisition Agreement) in certain charter parties as specified therein. On June 20, 2023, we and the Sellers executed a First Amendment (the “First Amendment”)aggregate, expired according to the Original Acquisition Agreement to clarify certain closing matters related to the Solstad Acquisition (the First Amendment, together with the Original Acquisition Agreement, the “Acquisition Agreement”). Subsequent to the end of the second quarter of 2023,their terms on July 5, 2023, we completed the Solstad Acquisition with the Sellers for an aggregate cash purchase price of approximately $580.0 million, consisting of the previously disclosed $577.0 million base purchase price along with an initial $3.0 million purchase price adjustment, which will be further adjusted for bunkers and other consumables within fourteen days after closing. The purchase price was funded through a combination of cash on hand and, net proceeds from the Senior Secured Term Loan and the Senior Unsecured Notes.31, 2023.

 

At JuneSeptember 30, 2023, we owned 186220 vessels with an average age of 11.7 years (including three stacked vessels and two vesselsone vessel designated as assets held for sale) which are available to serve the global energy industry. At JuneSeptember 30, 2023, the average age of our 184219 active vessels was 11.6 years. We took delivery of three vessels in the second quarter of 2023, which are included as part of our vessel count disclosure. In addition, at JuneSeptember 30, 2023, we have five crew boats under construction which willare scheduled to be delivered over the next year. With the addition of the Solstad vessels, our fleet now consists of 221 active vessels with an average age of 11.5 years.in 2023 and 2024.

 

2423

 

MD&A Objective and Principal Factors That Drive Our Results, Cash Flows and Liquidity

 

Our MD&A is designed to provide information about our financial condition and results of operations from management’s perspective.

 

Our revenues, net earnings and cash flows from operations are largely dependent upon the activity level of our offshore marine vessel fleet. As is the case with the numerous other vessel operators in our industry, our business activity is largely dependent on the level of exploration, field development and production activity of our customers. Our customers’ business activity, in turn, is dependent on current and expected crude oil and natural gas prices, which fluctuate depending on expected future levels of supply and demand for crude oil and natural gas, and on estimates of the cost to find, develop and produce crude oil and natural gas reserves. Our objective throughout the MD&A is to discuss how these factors affected our historical results and, where applicable, how we expect these factors to impact our future results and future liquidity.

 

Our revenues in all segments are driven primarily by our active fleet size, active vessel utilization and day rates. Because a sizeable portion of our operating and depreciation costs do not change proportionally with changes in revenue, our operating profit is largely dependent on revenue levels.

 

Operating costs consist primarily of crew costs, repair and maintenance costs, insurance costs, fuel, lube oil and supplies costs and other vessel operating costs. Fleet size, fleet composition, geographic areas of operation, supply and demand for marine personnel, and local labor requirements are the major factors impacting overall crew costs in all segments. In addition, our newer, more technologically sophisticated vessels generally require a greater number of specially trained, more highly compensated fleet personnel than our older, smaller and less sophisticated vessels. Crew costs may increase if competition for skilled personnel intensifies.

 

Costs related to the recertification of vessels are deferred and amortized over 30 months on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking not related to the recertification of the vessel are expensed as incurred. Costs related to vessel improvements that either extend the vessel’s useful life or increase the vessel’s functionality are capitalized and depreciated.

 

Insurance costs are dependent on a variety of factors, including our safety record and pricing in the insurance markets, and can fluctuate over time. Our vessels are generally insured for up to their estimated fair market value in order to cover damage or loss. We also purchase coverage for potential liabilities stemming from third-party losses with limits that we believe are reasonable for our operations, but do not generally purchase business interruption insurance or similar coverage. Insurance limits are reviewed annually, and third-party coverage is purchased based on the expected scope of ongoing operations and the cost of third-party coverage.

 

Fuel and lube costs can fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off charter, drydockings, and changes in fuel prices. We also incur vessel operating costs aggregated as “other” vessel operating costs. These costs consist of brokers’ commissions, training costs, satellite communication fees, agent fees, port fees and other miscellaneous costs. Brokers’ commissions are incurred primarily in our non-United States operations where brokers sometimes assist in obtaining work. Brokers generally are paid a percentage of day rates and, accordingly, commissions paid to brokers generally fluctuate in accordance with vessel revenue.

 

We discuss our liquidity in terms of cash flow that we generate from our operations. Our primary sources of capital have been our cash on hand, internally generated funds including operating cash flow, vessel sales and long-term debt financing. From time to time, we also issue stock or stock-based financial instruments either in the open market or as currency in acquisitions. This ability is impacted by existing market conditions.

 

2524

 

Industry Conditions and Outlook

 

As we look forward into the remainder of 2023 and into 2024, we expect the supply-demand balance in the global offshore oil and gas markets to continue to tighten after several years of low commodity prices and underinvestment inbe favorable for ongoing offshore activities by the major oil and gas producers. Factors driving this outlook include demand for hydrocarbons continuing to grow internationally, the Organization of the Petroleum Exporting Countries Plus (OPEC+) remaining proactive in maintaining adequate and stable oil prices, combined with a diminishing global supply of vessels to support the offshore energy industry. Energy prices are expected to remain volatile for the remainder of 2023 and into 2024 due to ongoing geopolitical conflicts, global inflationary trends and associated actions from central banks as well as uncertainties surrounding the growth rates expected in key world economies.

 

Our business is directly impacted by the level of activity in worldwide offshore oil and natural gas exploration, development and production, which in turn is influenced by trends in oil and natural gas prices and the condition of the energy markets and, in particular, the willingness of energy companies to spend on operational activities and capital projects. Crude oil and natural gas prices are affected by a host of geopolitical and economic forces, including the fundamental principles of supply and demand. Offshore oil and gas exploration and development activities generally require higher oil or natural gas prices to justify the much higher expenditure levels of offshore activities compared to onshore activities. Prices are subject to significant uncertainty and, as a result, are extremely volatile. Over the past several years, oil and natural gas commodity pricing has been affected by a global pandemic, which included lock downs by major oil consuming nations, a war in eastern Europe between Russia and Ukraine, OPEC+ production quotas, capital discipline within the major oil and gas companies, inflationary economies of major consuming nations and increased activism related to the perceived oil and gas sector responsibility for climate change. Recent events include escalation of the Israeli/Palestinian conflict which could affect oil producing nations in the Middle East and disrupt world oil supplies. These factors have at various times caused or exacerbated significant swings in oil and gas pricing, which in turn has affected the capital budgets of oil and gas companies.

 

In addition, pressure on us andDespite the volatility in spot oil prices seen in recent years, our customers continuestend to rise from certain shareholdersconsider less volatile medium and other stakeholders, including governmental entities, on various environmental, sociallong-term prices in making offshore investment decisions. We continue to see positive upstream investment momentum in both the international and governance (ESG) factors. Many of our large international customers have (i) indicated changes in future business plans to achieve a lower environmental impact; (ii) responded to pressure to return capital to shareholders and; (iii) increasingly shifted capital allocation from primarily new oildomestic markets. We believe these markets are driven by resilient long-cycle offshore developments, production capacity expansions and gas productionincreased exploration and reserve additions to a mix of returns to shareholders, new oil and gas project development and renewable energy source development. Even with these pressures to move towards more sustainable fuels for supplying worldwide energy, fossil fuels are expected to be the largest source for supplying worldwide energy needs for years to come.activities.

 

We are one of the world’s largest operators of offshore support vessels and we have operations in most of the world’s offshore oil and gas basins. We continue to believe that there will be sufficient opportunities for us to operate our vessels in this sector for many years to come. We have also pursued opportunities in the sustainability arena, including the support of offshore wind energy generation and the improvement of our fleet performance regarding emissions and environmental impact. Although our business is impacted by a number of macro factors, including those factors discussed here, which influence our outlook and expectations given the current volatile conditions in our industry, our fleet is currently close to full utilization and our day rates have increased in recent quarters. We are of the opinion that the underlying fundamentals, particularly energy source supply and demand, will support a multi-year increase in offshore upstream development spending. Our outlook expectations are based on the market as we see it today and subject to changing conditions in and impacting our industry.

 

ESG and Climate Change

 

Climate change is expected to increase the frequency and intensity of certain adverse weather patterns, which may impact our business. Due to concern over the risk of climate change, several countries have adopted, or are considering the adoption of, regulatory frameworks to reduce the emission of carbon dioxide, methane and other gases (greenhouse gas emissions). In addition, the increased regulation of greenhouse gas emissions is expected to create greater incentives for the use of alternative energy sources. Consideration of climate change-related issues and the responses to those issues through international agreements and national, regional, or state regulatory frameworks are integrated into our strategy, planning, forecasting and risk management processes, where applicable.

26

Our primary business is to support the fossil fuel industry, which is the primary source of energy in the world. In addition, we burn fossil fuels in operating our vessels. The fossil fuel industry is considered one of the primary contributors to the elements of global climate change. We believe that continued use of fossil fuels will be important as the world transitions to alternative energy sources. We are prepared to participate in the energy transition, including an increased focus on natural gas, and at the same time continue to support the oil industry. We are taking measures to address our impact on climate change, including modifying many of our vessels to reduce our carbon footprint (approximately $19.6 million of emissions focused costs including fuel monitoring systems and batteries for supplemental power are included in our net properties and equipment amount as of June 30, 2023); and providing support to offshore alternative energy providers, such as windfarms. In addition, our Board of Directors has formed a Safety and Sustainability Committee to oversee and support our ESG strategy, initiatives and reporting, and in March 2023, we published our 2022 Sustainability Report. We are committed to continuously consider, develop and implement our ESG strategy as applicable new regulations, business opportunities and sustainable technologies evolve.

 

In March 2022, the SEC proposed rule changes that would require registrants to include certain climate-related disclosures in their registration statements and periodic reports, including information about climate-related risks reasonably likely to have a material impact on their business, results of operations, or financial condition, and certain climate-related financial statement metrics in a note to their audited financial statements. The required information about climate-related risks also would include disclosure of a registrant’s greenhouse gas emissions, which have become a commonly used metric to assess a registrant’s exposure to such risks. We expect final rules to be published during the fourth quarter of 2023.

 

For detailed discussion of climate change and related governmental regulation, including associated risks and possible impact on our business, financial conditions and results of operations, please see “Risk Factors” in Item 1A of our 2022 Annual Report.

 

2725

 

RESULTS OF OPERATIONS

 

Each of our five operating segments is managed by a senior executive reporting directly to our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation.

 

The following table presents our statement of operations for the periods indicated:

 

(In Thousands)

 

Three Months Ended

 

Six Months Ended

  

Three Months Ended

 

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

Revenues:

          

Vessel revenues

 $210,323  $191,180  $401,503  $266,051  $296,975  $210,323  $698,478  $456,298 

Other operating revenues

 4,638   1,924   6,562   3,125  2,287   4,638   8,849   4,640 

Total revenue

 214,961   193,104   408,065   269,176  299,262   214,961   707,327   460,938 

Costs and expenses:

          

Vessel operating costs

 118,264  115,459  233,723  168,768  164,239  118,264  397,962  281,805 

Costs of other operating revenues

 373  1,151  1,524  844  1,481  373  3,005  1,436 

General and administrative

 26,013  23,545  49,558  46,021  21,001  26,013  70,559  73,288 

Depreciation and amortization

 32,768  30,666  63,434  58,423  57,730  32,768  121,164  89,279 

Long-lived asset impairment credit

       (500)

Long-lived asset impairment and other

       714 

(Gain) loss on asset dispositions, net

 (1,404)  (2,216)  (3,620)  1,090  (863)  (1,404)  (4,483)  826 

Total costs and expenses

 176,014   168,605   344,619   274,646  243,588   176,014   588,207   447,348 

Operating income (loss)

 38,947  24,499  63,446  (5,470) 55,674  38,947  119,120  13,590 

Other income (expense):

          

Foreign exchange gain (loss)

 (3,819) 2,348  (1,471) (935)

Foreign exchange loss

 (2,149) (3,819) (3,620) (4,932)

Equity in net earnings (losses) of unconsolidated companies

 25    25  (244) 4  25  29  (235)

Interest income and other, net

 2,790  130  2,920  3,835  568  2,790  3,488  4,416 

Loss on warrants

       (14,175)       (14,175)

Interest and other debt costs, net

 (4,731)  (4,190)  (8,921)  (8,459) (19,288)  (4,731)  (28,209)  (12,850)

Total other expense

 (5,735)  (1,712)  (7,447)  (19,978) (20,865)  (5,735)  (28,312)  (27,776)

Income (loss) before income taxes

 33,212  22,787  55,999  (25,448) 34,809  33,212  90,808  (14,186)

Income tax expense

  11,284   11,971   23,255   11,837   9,260   11,284   32,515   18,189 

Net income (loss)

 21,928  10,816  32,744  (37,285) 25,549  21,928  58,293  (32,375)

Net income (loss) attributable to noncontrolling interests

 (656)  78   (578)  464 

Net loss attributable to noncontrolling interests

 (650)  (656)  (1,228)  (6)

Net income (loss) attributable to Tidewater Inc.

 $22,584  $10,738  $33,322  $(37,749) $26,199  $22,584  $59,521  $(32,369)

 

2826

 

Consolidated Results – Three Months Ended JuneSeptember 30, 2023 compared to March 31,June 30, 2023

 

Revenues for the quarters ended September 30, 2023 and June 30, 2023, and March 31, 2023, were $215.0$299.3 million and $193.1$215.0 million, respectively. The $21.9$84.3 million increase in revenue is primarily due to the addition to our fleet of 37 vessels acquired from Solstad in July 2023 and increases in average day rates across most of our vessel fleet. Average day rates increased by 9.7%11.4%, from $14,624$16,042 per day in the first quarter to $16,042 in the second quarter. Active utilization decreased slightly from 80.6% in the first quarter of 2023 to $17,865 in the third quarter of 2023. Active utilization increased from 79.4% in the second quarter of 2023 primarily due to elevated drydock activity.82.1% in the third quarter of 2023. The 37 vessels acquired from Solstad contributed $59.1 million to the increase in revenue. These vessels had utilization of 93.9% and average day rates of $19,377 in the third quarter.

 

Vessel operating costs for the quarters ended September 30, 2023 and June 30, 2023, were $164.2 million and March 31, 2023, were $118.3 million, and $115.5respectively. The 37 vessels acquired from Solstad contributed $35.1 million respectively.to the increase in vessel operating costs. The remaining increase is primarily due to higher personnel costs and higher repairs and maintenance on theour vessels.

 

Depreciation and amortization expense for the quarters ended September 30, 2023 and June 30, 2023, were $57.7 million and March 31, 2023, were $32.8 million, and $30.7 million, respectively, largelyprimarily due to the depreciation on the 37 vessels from Solstad and amortization of an increase in higher overall amortization due to higherincreased deferred drydock activity in the first two quarters of 2023.balance.

 

General and administrative expenses for the quarters ended September 30, 2023 and June 30, 2023, and March 31, 2023, were $26.0$21.0 million and $23.5$26.0 million, respectively. The increase isdecrease was primarily due to higher bad debt expenselower personnel related costs, despite a $1.0 million increase in one-time acquisition, restructuring and professional fees incurred in connection with pursuing Solstad acquisition financing options that were ultimately not utilized.integration related costs.

 

We reported gains on asset dispositions, net totaling $0.9 million in the third quarter of 2023, primarily as a result of the sales of three vessels and other assets. We reported gains on asset dispositions, net totaling $1.4 million in the second quarter of 2023, primarily as a result of the sales of three vessels and other assets. We reported gains on asset dispositions, net totaling $2.2 million in the first quarter of 2023, primarily as a result of the sales of five vessels and other assets.

 

Interest expense for the quarters ended September 30, 2023 and June 30, 2023, and March 31, 2023, was approximately $19.3 million and $4.7 million, and $4.2respectively. The increase in interest expense is primarily due to the July 5, 2023, addition of $575.0 million respectively, because of a $0.5 million unused capacity fee incurred upon securingin long term debt, bearing interest in the Senior Secured Term Loanaggregate at approximately 10.0%, to partially fund the Solstad vesselsvessel acquisition.

 

Interest income and other, net for the quarters September 30, 2023 and June 30, 2023, and March 31, 2023, was $2.8$0.6 million and $0.1$2.8 million, respectively. We recognizedhad an increase in interest income in the third quarter associated with the investment of the $111.5 million in cash received from the exercise of Series A and B Warrants in July 2023. The higher interest income was partially offset by a $1.2 million charge resulting from a reduction in certain indemnification assets related to assumed tax liabilities acquired from SPO that were adjusted to reflect the expiration of the statute of limitations. This charge and the corresponding decrease in income tax expense resulted in no impact on net income. In addition, second quarter interest income and other, net included a $1.8 million settlement gain in the second quarter in connection with an agreement committing our pension plan to use a portion of its assets to purchase an annuity from an insurance company so as to transfer its liabilities.

 

During the quarterquarters ended September 30, 2023 and June 30, 2023, we recognized foreign exchange losses of $2.1 million and $3.8 million, due to the strengthening of the U.S. Dollar against other currencies. During the quarter ended March 31, 2023, we recognized foreign exchange gains of $2.3 millionrespectively, due to the weakening of the U.S. Dollar against other currencies.currencies in areas in which we operate.

 

The income tax expense for the three months ended JuneSeptember 30, 2023 was $11.3$9.3 million compared to an income tax expense of $12.0$11.3 million for the three months ending March 31,June 30, 2023. The tax expense for the three months ended JuneSeptember 30, 2023 is mainly attributable to taxes on our operations in foreign countries. Tax expense will vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax regimes.

 

2927

 

Consolidated Results – SixNine Months Ended JuneSeptember 30, 2023 compared to JuneSeptember 30, 2022

 

Revenues for the sixnine months ended JuneSeptember 30, 2023 and 2022, were $408.1$707.3 million and $269.2$460.9 million, respectively. The $138.9$246.4 million increase in revenue is primarily due to the SPO acquisitionfull nine month effect of the 49 vessels acquired from SPO in the second quarter of 20222022; the third quarter of 2023 effect of the acquisition of 37 vessels from Solstad in July 2023; and increases in average day rates across most of our vessel fleet in 2023. Overall, we had 2931 more average active vessels, calculated on a full nine- month basis, in the first sixnine months of 2023 than in the first sixnine months of 2022. Average day rates increased by 30.6%31.0%, from $11,738$12,449 per day in 2022 to $15,334$16,313 in 2023. Active utilization decreased slightly from 82.5%83.0% in 2022 to 80.0%80.8% in 2023, primarily due to a heavy drydock schedule in the first half of 2023 compared to 2022 and the movement of 22 vessels in 2023 between segments. The SPO vessels added $199.4 million to revenue in the nine months ended September 30, 2023, compared to $101.2 million in the nine months ended September 30, 2022. The vessels acquired in the SPO acquisition accounted for almost all of the increase in active vessels as the vesselsfrom Solstad were part of our fleet for almost all of the entire six monthsthird quarter of 2023 and were onlybut not in theour fleet in 2022 after April 22, 2022. The SPOSolstad vessels added $123.2$59.1 million to revenue in the sixnine months ended JuneSeptember 30, 2023, compared to $43.2 million in the six months ended June 30, 2022.2023.

 

Vessel operating costs for the sixnine months ended JuneSeptember 30, 2023 and 2022, were $233.7$398.0 million and $168.8$281.8 million, respectively. The increase is primarily due to the 29 additional active vessels in our fleet from the SPO and Solstad acquisitions in the first sixnine months of 2023 as compared to the first sixnine months of 2022 and our continued recovery from the low vessel utilization levels caused by the pandemic and increased activity as higher crude oil prices hasand improved long-term industry outlook have resulted in more activityoffshore investments from our customers.

 

Depreciation and amortization expense for the sixnine months ended JuneSeptember 30, 2023 and 2022, were $63.4$121.2 million and $58.4$89.3 million, respectively, largelyrespectively. The increase is primarily due to an increase inhigher depreciation expense because of a higher vessel countfrom the additional vessels acquired and higher overall amortization due to higher drydock activity in 2023.

 

General and administrative expenses for the sixnine months ended JuneSeptember 30, 2023 and 2022, were $49.6$70.6 million and $46.0$73.3 million, respectively. The increase is primarily due to increased general and administrativerespectively, as lower personnel related costs more than offset costs associated with the expansion of the Singapore and Dubai offices in connection with the SPO acquisition, bad debt expense and professional fees incurred in connection with pursuing Solstad acquisition financing options that were ultimately not utilized.

 

We reported gains on asset dispositions, net totaling $3.6$4.5 million in the sixnine months ended JuneSeptember 30, 2023, primarily as a result of the sales of eight11 vessels and other assets. We reported losses on asset dispositions, net totaling $1.1$0.8 million in the sixnine months ended JuneSeptember 30, 2022, primarily as a result of the sales of nineten vessels and other assets.

 

Long-lived asset impairment during the sixnine months ended JuneSeptember 30, 2022, was $0.7 million consisting of a $1.2 million of impairment expense related to obsolete marine service and vessel supplies and parts inventory partially offset by a $0.5 million credit related to recovery of impairment on a vessel reclassified from assets held for sale back to the active fleet. There was no long-lived asset impairment expense in the sixnine months ended JuneSeptember 30, 2023.

 

Interest expense for the sixnine months ended JuneSeptember 30, 2023 and 2022, was approximately $8.9$28.2 million and $8.5$12.9 million. The increase in interest expense is primarily due to the July 5, 2023, addition of $575.0 million becausein long term debt, bearing interest of a $0.5 million unused capacity fee incurred in the second quarter of 2023 upon securing the Senior Secured Term Loanapproximately 10.0%, to partially fund the Solstad vessel acquisition.

 

Interest income and other, net orfor the sixnine months ended JuneSeptember 30, 2023 and 2022, was $2.9$3.5 million and $3.8$4.4 million, respectively. During the nine months ended September 30, 2023, we recognized a $1.2 million charge resulting from a reduction in certain indemnification assets related to assumed tax liabilities acquired from SPO that were adjusted to reflect the expiration of the statute of limitations. This charge and the corresponding decrease in income tax expense resulted in no impact on net income. We recognized a $1.8 million settlement gain in 2023 in connection with an agreement committing our pension plan to use a portion of its assets to purchase an annuity from an insurance company so as to transfer its liabilities. We also had an increase in interest income in 2023 associated with the investment of the $111.5 million in cash received from the exercise of Series A and B Warrants in July 2023. Interest income for 2022 was primarily relatedlargely attributable to the $1.3 million bargain purchase gain on our acquisition of the remaining 51% of Sonatide, our joint venture in Angola of which we previously owned 49%, and $1.9 million in interest and other income related to a litigation settlement for one of our vessels.

 

In the sixnine months ended JuneSeptember 30, 2022, we recognized a $14.2 million loss to value the warrant liability at fair value on the date that we amended the SPO share purchase agreement to allow us to reclassify the warrants from liabilities to equity based on the difference in the Tidewater common stock price on amendment date and the acquisition date closing common stock price.

 

During the sixnine months ended JuneSeptember 30, 2023, we recognized foreign exchange losses of $1.5$3.6 million due to the strengthening of the U.S. Dollar against other currencies. During the sixnine months ended JuneSeptember 30, 2022, we recognized foreign exchange losses of $0.9$4.9 million.

28

 

The income tax expense for the sixnine months ended JuneSeptember 30, 2023, was $23.3$32.5 million compared to an income tax expense of $11.8$18.2 million for the sixnine months ending JuneSeptember 30, 2022. The tax expense for the sixnine months ended JuneSeptember 30, 2023 is mainly attributable to taxes on our operations in foreign countries. Tax expense will vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax regimes.

 

3029

 

The following table compares vessel revenues and vessel operating costs by geographic segment for our owned and operated vessel fleet and the related percentage of vessel revenue for the periods indicated:

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

Vessel revenues:

  

Americas

 $50,376  24% $47,687  25% $98,063  24% $65,964  25% $70,717  24% $50,376  24% $168,780  24% $105,086  23%

Asia Pacific

 22,585  11% 22,024  12% 44,609  11% 21,259  8% 38,994  13% 22,585  11% 83,603  12% 45,161  10%

Middle East

 31,856  15% 30,762  16% 62,618  16% 48,614  18% 34,685  12% 31,856  15% 97,303  14% 79,800  17%

Europe/Mediterranean

 39,295  19% 31,250  16% 70,545  18% 56,394  21% 78,929  26% 39,295  19% 149,474  21% 96,096  21%

West Africa

 66,211  31%  59,457  31%  125,668  31%  73,820  28% 73,650  25%  66,211  31%  199,318  29%  130,155  29%

Total vessel revenues

 $210,323  100% $191,180  100% $401,503  100% $266,051  100% $296,975 100% $210,323 100% $698,478 100% $456,298 100%

Vessel operating costs:

  

Americas:

  

Crew costs

 $18,033  36% $17,402  36% $35,435  36% $24,201  37% $26,848  38% $18,033  36% $62,283  37% $40,281  38%

Repair and maintenance

 3,973  8% 3,888  8% 7,861  8% 5,493  8% 5,588  8% 3,973  8% 13,449  8% 9,087  9%

Insurance

 479  1% 410  1% 889  1% 615  1% 476  1% 479  1% 1,365  1% 1,029  1%

Fuel, lube and supplies

 2,549  5% 2,999  6% 5,548  6% 4,711  7% 4,386  6% 2,549  5% 9,934  6% 7,268  7%

Other

 4,564  9%  3,572  8%  8,136  8%  5,250  8% 5,924  8%  4,564  9%  14,060  8%  8,340  8%
 $29,598  59% $28,271  59% $57,869  59% $40,270  61% $43,222  61% $29,598  59% $101,091  60% $66,005  63%

Asia Pacific:

  

Crew costs

 $7,062  31% $7,311  33% $14,373  32% $8,926  42% $12,390  32% $7,062  31% $26,763  32% $19,557  43%

Repair and maintenance

 1,517  7% 1,749  8% 3,266  7% 1,229  6% 2,969  8% 1,517  7% 6,235  7% 2,176  5%

Insurance

 219  1% 123  1% 342  1% 144  1% 183  0% 219  1% 525  1% 333  1%

Fuel, lube and supplies

 1,521  7% 1,630  7% 3,151  7% 1,695  8% 909  2% 1,521  7% 4,060  5% 2,840  6%

Other

 1,648  7%  1,678  8%  3,326  8%  1,598  7% 2,380  6%  1,648  7%  5,706  7%  3,507  8%
 $11,967  53% $12,491  57% $24,458  55% $13,592  64% $18,831  48% $11,967  53% $43,289  52% $28,413  63%

Middle East

  

Crew costs

 $13,170  41% $12,616  41% $25,786  41% $19,658  40% $13,914  40% $13,170  41% $39,700  41% $32,472  41%

Repair and maintenance

 3,779  12% 3,475  11% 7,254  12% 5,553  12% 4,828  14% 3,779  12% 12,082  12% 8,994  11%

Insurance

 465  1% 433  2% 898  1% 622  1% 385  1% 465  1% 1,283  1% 1,028  1%

Fuel, lube and supplies

 3,470  11% 2,870  9% 6,340  10% 4,259  9% 3,142  9% 3,470  11% 9,482  10% 7,540  10%

Other

 3,756  12%  3,669  12%  7,425  12%  4,706  10% 4,796  14%  3,756  12%  12,221  13%  6,510  8%
 $24,640  77% $23,063  75% $47,703  76% $34,798  72% $27,065  78% $24,640  77% $74,768  77% $56,544  71%

Europe/Mediterranean:

  

Crew costs

 $13,406  34% $12,727  41% $26,133  37% $24,352  43% $26,632  33% $13,406  34% $52,765  35% $36,699  38%

Repair and maintenance

 2,900  7% 2,706  9% 5,606  8% 4,520  8% 5,342  7% 2,900  7% 10,948  7% 6,172  7%

Insurance

 354  1% 384  1% 738  1% 616  1% 689  1% 354  1% 1,427  1% 1,056  1%

Fuel, lube and supplies

 2,363  6% 1,584  5% 3,947  5% 2,817  5% 4,033  5% 2,363  6% 7,980  6% 3,975  4%

Other

 2,292  6%  2,371  7%  4,663  7%  4,494  8% 5,376  7%  2,292  6%  10,039  7%  6,664  7%
 $21,315  54% $19,772  63% $41,087  58% $36,799  65% $42,072  53% $21,315  54% $83,159  56% $54,566  57%

West Africa:

  

Crew costs

 $16,336  25% $16,587  28% $32,923  26% $24,339  33% $17,502  24% $16,336  25% $50,425  25% $43,656  34%

Repair and maintenance

 4,665  7% 4,834  8% 9,499  8% 6,143  8% 4,868  7% 4,665  7% 14,367  7% 10,053  8%

Insurance

 651  1% 655  1% 1,306  1% 753  1% 626  1% 651  1% 1,932  1% 1,292  1%

Fuel, lube and supplies

 4,055  6% 4,472  7% 8,527  7% 5,115  7% 5,300  7% 4,055  6% 13,827  7% 9,265  7%

Other

 5,037  7%  5,314  9%  10,351  8%  6,959  10% 4,753  6%  5,037  7%  15,104  8%  12,011  9%
 $30,744  46% $31,862  54% $62,606  50% $43,309  59% $33,049  45% $30,744  46% $95,655  48% $76,277  59%

Vessel operating costs:

  

Crew costs

 $68,007  32% $66,643  35% $134,650  34% $101,476  38% $97,286  32% $68,007  32% $231,936  33% $172,665  38%

Repair and maintenance

 16,834  8% 16,652  9% 33,486  8% 22,938  8% 23,595  8% 16,834  8% 57,081  8% 36,482  8%

Insurance

 2,168  1% 2,005  1% 4,173  1% 2,750  1% 2,359  1% 2,168  1% 6,532  1% 4,738  1%

Fuel, lube and supplies

 13,958  7% 13,555  7% 27,513  7% 18,597  7% 17,770  6% 13,958  7% 45,283  7% 30,888  7%

Other

 17,297  8%  16,604  8%  33,901  8%  23,007  9% 23,229  8%  17,297  8%  57,130  8%  37,032  8%

Total vessel operating costs

 $118,264  56% $115,459  60% $233,723  58% $168,768  63% $164,239 55% $118,264 56% $397,962 57% $281,805 62%

 

3130

 

The following table presents general and administrative expenses in our five geographic segments both individually and in total and the related general and administrative expenses as a percentage of the vessel revenues of each segment and in total for the periods indicated:

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

Segment general and administrative expenses:

  

Americas

 $5,809  12% $3,260  7% $9,069  9% $5,227  8% $2,964  4% $5,809  12% $12,033  7% $8,071  8%

Asia Pacific

 1,768  8% 2,500  11% 4,268  10% 3,464  16% 2,038  5% 1,768  8% 6,306  8% 7,767  17%

Middle East

 2,508  8% 2,308  8% 4,816  8% 4,179  9% 1,909  6% 2,508  8% 6,725  7% 6,630  8%

Europe/Mediterranean

 2,228  6% 2,092  7% 4,320  6% 4,042  7% 2,621  3% 2,228  6% 6,941  5% 6,048  6%

West Africa

 2,180  3%  2,853  5%  5,033  4%  4,283  6% 2,096  3%  2,180  3%  7,129  4%  7,608  6%

Total segment general and administrative expenses

 $14,493  7% $13,013  7% $27,506  7% $21,195  8% $11,628  4% $14,493  7% $39,134  6% $36,124  8%

 

The following table presents segment and total depreciation and amortization expense and the related segment and total vessel depreciation and amortization expense as a percentage of segment and total vessel revenues for the periods indicated:

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

Segment depreciation and amortization expense:

  

Americas

 $8,724  17% $8,194  17% $16,918  17% $14,619  22% $11,945  17% $8,724  17% $28,863  17% $22,210  21%

Asia Pacific

 1,824  8% 1,465  7% 3,289  7% 2,929  14% 3,570  9% 1,824  8% 6,859  8% 4,447  10%

Middle East

 6,365  20% 5,735  19% 12,100  19% 11,827  24% 6,854  20% 6,365  20% 18,954  19% 18,211  23%

Europe/Mediterranean

 7,445  19% 7,350  24% 14,795  21% 13,720  24% 24,660  31% 7,445  19% 39,455  26% 20,512  21%

West Africa

 7,813  12%  7,521  13%  15,334  12%  13,743  19% 10,113  14%  7,813  12%  25,447  13%  21,463  16%

Total segment depreciation and amortization expense

 $32,171  15% $30,265  16% $62,436  16% $56,838  21% $57,142  19% $32,171  15% $119,578  17% $86,843  19%

 

The following table compares operating income (loss) and other components of income (loss) and its related percentage of total revenue for the periods indicated:

 

(In Thousands)

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

Vessel operating profit (loss):

  

Americas

 $6,245  3% $7,962  4% $14,207  3% $5,848  2% $12,586  4% $6,245  3% $26,793  4% $8,800  2%

Asia Pacific

 7,026  3% 5,568  3% 12,594  3% 1,274  0% 14,555  5% 7,026  3% 27,149  4% 4,534  1%

Middle East

 (1,657) (1)% (344) 0% (2,001) 0% (2,190) (1)% (1,143) 0% (1,657) (1)% (3,144) (1)% (1,585) 0%

Europe/Mediterranean

 8,307  4% 2,036  1% 10,343  3% 1,833  1% 9,576  3% 8,307  4% 19,919  3% 14,970  3%

West Africa

 25,474  12% 17,221  9% 42,695  10% 12,485  5% 28,392  10% 25,474  12% 71,087  10% 24,807  5%

Other operating profit

 4,265  2%  773  0%  5,038  1%  2,282  1% 806  0%  4,265  2%  5,844  1%  3,204  1%
 49,660  23%  33,216  17%  82,876  20%  21,532  8% 64,772  22%  49,660  23%  147,648  21%  54,730  12%
  

Corporate expenses

 (12,117) (6)% (10,933) (5)% (23,050) (5)% (26,412) (10)% (9,961) (3)% (12,117) (6)% (33,011) (5)% (39,600) (9)%

Gain (loss) on asset dispositions, net

 1,404  1% 2,216  1% 3,620  1% (1,090) 0% 863  0% 1,404  1% 4,483  1% (826) 0%

Long-lived asset impairment credit

   0%    0%    0%  500  0%

Long-lived asset impairment and other

   0%    0%    0%  (714) 0%

Operating income (loss)

 $38,947  18% $24,499  13% $63,446  16% $(5,470) (2)% $55,674  19% $38,947  18% $119,120  17% $13,590  3%

 

3231

 

Segment results for three months ended JuneSeptember 30, 2023 compared to March 31,June 30, 2023

 

Americas Segment Operations.  Vessel revenues in the Americas segment increased 5.6%40.4%, or $2.7$20.3 million, during the quarter ended JuneSeptember 30, 2023, compared to the quarter ended March 31,June 30, 2023. This increase is primarily the result of onefive additional average active vessel from the Solstad acquisition and a 2.4%15.9% increase in average day rates.rates, rising from $20,269 in the second quarter to $23,495 in the third quarter. Average utilization increased from 85.2%85.4% to 85.4%86.3%. The vessels from the Solstad acquisition added $14.3 million in revenue.

 

Vessel operating profit for the Americas segment for the quarter ended JuneSeptember 30, 2023, was $6.2$12.6 million, compared to an $8.0$6.2 million operating profit for the quarter ended March 31,June 30, 2023. The increase in revenue was accompanied by a $2.8 million decrease in general and administrative expenses which were partially offset by a $1.3$13.6 million increase in operating expenses a $2.5 million increase in general and administrative costs and a $0.5$3.2 million increase in depreciation and amortization. The operating expenses increased due to personnel and repair costs. The increasedecrease in general and administrative costs resulted from increaseddecreased bad debt expense related to a single customer. This customer that was recorded in the second quarter. We also contributedincurred higher operating costs bringing this vessel which was chartered to this customer back to its home port. Otherwise, the operating expenses and depreciation and amortization expenses increased primarily due to the increase in operating expenses as we incurred costs to bringactive vessels primarily associated with the related vessel back to its home port.Solstad vessels.

 

Asia Pacific Segment Operations.  Vessel revenues in the Asia Pacific segment increased 2.5%72.7%, or $0.6$16.4 million, during the quarter ended JuneSeptember 30, 2023, compared to the quarter ended March 31,June 30, 2023. Average day rates increased 2.8%6.7%, rising from $23,582$24,250 per day in the firstsecond quarter of 2023 to $24,250$25,867 in the secondthird quarter of 2023. Average active utilization for the segment decreasedincreased from 77.8%72.4% to 72.4%91.3%. and we operated onefour more active vesselvessels in the secondthird quarter of 2023. The Solstad acquisition added four vessels and $7.3 million in revenue.

 

The Asia Pacific segment reported an operating profit of $7.0$14.6 million for the quarter ended JuneSeptember 30, 2023, compared to a $5.6$7.0 million operating profit for the quarter ended March 31,June 30, 2023. The increase in revenue was supplementedoffset by a $0.5$6.9 million decreaseincrease in operating expenses and a $0.7$1.7 million decreaseincrease in generaldepreciation and administrative costsamortization expenses. The increase in operating expenses are mainly attributable to lower compensation and professional fees. Depreciation and amortization increased by $0.4 million largely due to increased drydock costs in 2023.the additional vessels.

 

Middle East Segment Operations.  Vessel revenues in the Middle East segment increased 3.6%8.9%, or $1.1$2.8 million, during the quarter ended JuneSeptember 30, 2023, compared to the quarter ended March 31,June 30, 2023. Active vessels increased by one and average day rates increased 8.0%,slightly, rising from $9,679$10,449 per day in the firstsecond quarter of 2023 to $10,449$10,544 per day in the secondthird quarter of 2023. Average active utilization for the segment decreasedincreased from 82.5%76.0% to 76.0%79.8%. There were no additional Solstad vessels in the Middle East segment.

 

The Middle East segment reported an operating loss of $1.1 million for the quarter ended September 30, 2023, compared to an operating loss of $1.7 million for the quarter ended June 30, 2023, compared to an operating loss of $0.3 million for the quarter ended March 31, 2023 as the2023. The increase in revenue was more thansupplemented by a $0.6 million decrease in general and administrative costs and partially offset by a $1.6$2.4 million increase in operating costs primarily attributable to moving new vessels into the area,repairs and maintenance and a $0.6$0.5 million increase in depreciation and amortization attributable to higher drydock activity in 2023, and a $0.2 million increase in general and administrative costs.2023.

 

Europe/Mediterranean Segment Operations.  Vessel revenues in the Europe/Mediterranean segment increased 25.7%100.9%, or $8.0$39.6 million, during the quarter ended JuneSeptember 30, 2023, compared to the quarter ended March 31,June 30, 2023. This increase was primarily driven by the 21.2% increase in day rates, asaddition of 24 active vessels from the Solstad acquisition. Day rates increased from $15,669 in the first quarter of 2023 to $18,990 in the second quarter of 2023 to $19,105 in the third quarter of 2023. Active utilization also increased from 83.4%85.7% to 85.7%88.8%. There was one less active vesselVessels from the Solstad acquisition added $33.5 million in the segment in the second quarter.revenue.

 

The Europe/Mediterranean segment reported an operating profit of $9.6 million for the quarter ended September 30, 2023, compared to an operating profit of $8.3 million for the quarter ended June 30, 2023, compared to an operating profit of $2.0 million for the quarter ended March 31, 2023. The higher operating profit was due to the revenue increase partiallywas largely offset by $1.5$20.8 million in higher operating costs and $17.2 million in higher depreciation and amortization resulting primarily from the additional vessel count. General and administrative costs increased by $0.4 million due primarily to higher personnel and fuel costs.the Solstad acquisition.

 

West Africa Segment Operations.  Vessel revenues in the West Africa segment increased 11.4%11.2%, or $6.8$7.4 million, during the quarter ended September 30, 2023, compared to the quarter ended June 30, 2023. Average day rates increased 9.0% from $14,469 to $15,772, while active utilization decreased from 77.8% during the quarter ended June 30, 2023 compared to the quarter ended March 31, 2023. Average day rates increased 10.9% from $13,047 to $14,469, while active utilization increased from 76.6%73.9% during the quarter ended March 31, 2023 to 77.8% during the quarter ended JuneSeptember 30, 2023. There was one less vesselwere four more active vessels in the segment in the secondthird quarter. The Solstad acquisition added three vessels and $3.9 million in revenue.

 

West Africa reported an operating profit of $28.4 million for the quarter ended September 30, 2023, compared to an operating profit of $25.5 million for the quarter ended June 30, 2023, compared to an operating profit of $17.2 million for the quarter ended March 31, 2023. The increase in operating profit is largely due to the increase in revenue supplementedoffset by a $1.1$2.3 million decreaseincrease in operating costs and $2.3 million in increased depreciation and amortization associated with vessels transferred out of the segment and the $0.7 million decrease in general and administrative costs. Depreciation and amortization increased by $0.3 million primarily due to higher drydock activity in 2023.additional vessels.

 

3332

 

 

Segment results for sixnine months ended JuneSeptember 30, 2023 compared to JuneSeptember 30, 2022

 

Americas Segment Operations.  Vessel revenues in the Americas segment increased 48.7%60.6%, or $32.1$63.7 million, during the sixnine months ended JuneSeptember 30, 2023, compared to the sixnine months ended JuneSeptember 30, 2022. This increase is primarily the result of fourfive additional active vessels and a 24.5%30.3% increase in average day rates largely due to demand recovery in the offshore vessel industry. Average utilization increased from 81.4%81.0% to 85.3%85.7%. The SPO acquisition added two active vessels in the Americas segment that contributed 100%with 100.0% utilization $27,995and a $27,619 average day rate and $10.1rate. The SPO vessels contributed $15.1 million in revenue in the sixnine months ended JuneSeptember 30, 2023. For 2022, the SPO2023, an increase of $12.0 million over 2022. The Solstad acquisition added less than one average vessel to the Americas fleet that contributed 77.0% utilization andsix vessels, a $15,226$27,527 average day rate. The additional vessel added $0.7rate and 99.3% utilization beginning on July 5, 2023 which contributed $14.3 million to Americas’in revenue infor the sixnine months ended JuneSeptember 30, 2022.2023.

 

Vessel operating profit for the Americas segment for the sixnine months ended JuneSeptember 30, 2023, was $14.2$26.8 million, compared to a $5.8an $8.8 million operating profit for the sixnine months ended JuneSeptember 30, 2022. The increase in operating profit was largely due to the increase in revenue partially offset by a $17.6$35.1 million increase in operating expenses, largely resulting from increased personnel costs associated with additional vessels, and vessel reactivations, a $2.3$6.7 million increase in depreciation and amortization, resulting mainly from additional vessels and higher drydock activity in 2023, and a $3.8$4.0 million increase in general and administrative costs due largely to an increase in bad debt expense in 2023.

 

Asia Pacific Segment Operations.  Vessel revenues in the Asia Pacific segment increased 109.8%85.1%, or $23.4$38.4 million, during the sixnine months ended JuneSeptember 30, 2023, compared to the sixnine months ended JuneSeptember 30, 2022. Active vessels increased by two. Average day rates increased 84.1%61.5%, rising from $12,992$15,344 per day in sixthe nine months ended JuneSeptember 30, 2022 to $23,916$24,783 in the sixnine months ended JuneSeptember 30, 2023. The SPO acquisition added 13 active vessels to the Asia Pacific fleet with 81.9% utilization and contributed 78.2% utilization, a $23,723$25,469 average day rate and $43.7in 2023. The SPO vessels contributed $74.0 million in revenue for the sixnine months ended JuneSeptember 30, 2023. For 2022, the SPO2023, an increase of $35.4 million over 2022. The Solstad acquisition added sevenfour vessels, to the Asia Pacific fleet. These vessels were 80.4% utilized, had ana $20,249 average day rate of $13,988 and 100.0% utilization beginning on July 5, 2023 which contributed $15.0$7.3 million to Asia Pacific’in revenue for the sixnine months ended JuneSeptember 30, 2022.2023.

 

The Asia Pacific segment reported an operating profit of $12.6$27.1 million for the sixnine months ended JuneSeptember 30, 2023, compared to an operating profit of $1.3$4.5 million for the sixnine months ended JuneSeptember 30, 2022. The increase in revenue was offset by $10.9$14.9 million in additional operating expenses $0.8 million of additional general and administrative costs, and $0.4$2.4 million of additional depreciation and amortization expense, all as a result ofresulting from the SPO acquisition.additional vessels. General and administrative expenses decreased by $1.5 million.

 

Middle East Segment Operations.  Vessel revenues in the Middle East segment increased 28.8%21.9%, or $14.0$17.5 million, during the sixnine months ended JuneSeptember 30, 2023, compared to the sixnine months ended JuneSeptember 30, 2022. Active vessels increased by six.five. Overall, active utilization for the sixnine months ended JuneSeptember 30, 2023 decreased from 82.1%82.5% to 79.2%79.4%, but average day rates increased 13.2%10.9%. The SPO acquisition added seveneight active vessels to the Middle East fleet with 64.2% utilization and an $11,407 average day rate. The SPO vessels contributed $9.3$15.2 million in revenue for the sixnine months ended JuneSeptember 30, 2023. For 2022, the SPO2023, an increase of $1.6 million over 2022. The Solstad acquisition added three activeno vessels to the Middle East fleet. These vessels were 100.0% utilized, had an average day rate of $13,489 and contributed $6.2 million to the Middle East revenue for the six months ended June 30, 2022.in 2023.

 

The Middle East segment reported an operating loss of $2.0$3.1 million for the sixnine months ended JuneSeptember 30, 2023, compared to an operating loss of $2.2$1.6 million for the sixnine months ended JuneSeptember 30, 2022 as the increase in revenue was largely offset by a $12.9$18.2 million increase in operating costs and a $0.3$0.7 million increase in depreciation and amortization, and a $0.6 million increase in general and administrative costs.amortization. The increase in costs were primarily a result of the sevenincrease in active vessels acquired in the SPO acquisition.vessels.

 

Europe/Mediterranean Segment Operations. Vessel revenues in the Europe/Mediterranean segment increased 25.1%55.5%, or $14.2$53.4 million, during the sixnine months ended JuneSeptember 30, 2023, compared to the sixnine months ended JuneSeptember 30, 2022. The increased revenue was attributable to twonine more active vessels combined with 24.1%19.7% higher average day rates. Active utilization decreased from 89.7%91.6% to 84.6%86.6%. The SPO acquisition added two active vessels to the Europe/Mediterranean fleet with 61.2% utilization and a $33,084 average day rate. The SPO vessels contributed $8.4 million in revenue for the nine months ended September 30, 2023, an increase of $1.3 million over 2022. The Solstad acquisition added 24 vessels, a $17,096 average day rate and 93.3% utilization beginning on July 5, 2023 which contributed $33.5 million in revenue for the nine months ended September 30, 2023.

 

The Europe/Mediterranean segment reported an operating profit of $10.3$19.9 million for the sixnine months ended JuneSeptember 30, 2023, compared to an operating profit of $1.8$15.0 million for the sixnine months ended JuneSeptember 30, 2022. The higher operating profit was due to the revenue increase offset by $4.3$28.6 million in higher operating costs, $1.1$18.9 million in higher depreciation and amortization associated with the increase in active vessels and a $0.3$0.9 million increase in general and administrative expenses. The increases in expenses are primarily attributable to the Solstad vessels.

 

3433

 

 

West Africa Segment Operations.  Vessel revenues in the West Africa segment increased 70.2%53.1%, or $51.8$69.2 million, during the sixnine months ended JuneSeptember 30, 2023, compared to the sixnine months ended JuneSeptember 30, 2022. The West Africa active vessel fleet increased by 15ten vessels fromin the sixnine months ended JuneSeptember 30, 20222023 compared to the sixnine months ended JuneSeptember 30, 2023.2022. Average day rates increased 38.2%36.7% from $9,960$10,561 to $13,760, and$14,441, but active utilization decreased from 81.3%80.5% to 77.2%76.1%. The SPO acquisition added 2423 active vessels to the West Africa fleet with 84.0% utilization and a $16,545 average day rate in 2023. The SPO vessels contributed $55.5$86.8 million in revenue infor the sixnine months ended JuneSeptember 30, 2023. For 2022, the SPO2023, an increase of $47.9 million over 2022. The Solstad acquisition added eight activethree vessels, to the West Africa fleet. These vessels were 91.3% utilized, had an $18,916 average day rate of $14,520 and 78.7% utilization beginning on July 5, 2023 which contributed $19.5$3.9 million to Asia Pacific’in revenue infor the sixnine months ended JuneSeptember 30, 2022.2023.

 

West Africa reported an operating profit of $42.7$71.1 million for the sixnine months ended JuneSeptember 30, 2023, compared to an operating profit of $12.5$24.8 million for the sixnine months ended JuneSeptember 30, 2022. The increase in operating results is largely due to the increase in revenue which was partially offset by $19.3$19.4 million in higher operating costs primarily related to the increase in active vessels. In addition, general and administrative costs increased by $0.8 million due to additional costs associated with the SPO acquisition. Depreciationdepreciation and amortization increased by $1.6$4.0 million due largely to the SPO acquisitionincrease in vessels and additional drydock activity in 2023. General and administrative expenses decreased by $0.5 million.

 

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Vessel Utilization and Average Day Rates by Segment

 

Vessel utilization is determined primarily by market conditions and to a lesser extent by drydocking requirements. Vessel day rates are determined by the demand created largely through the level of offshore exploration, field development and production spending by energy companies relative to the supply of offshore support vessels. Specifications of available equipment and the scope of service provided may also influence vessel day rates. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period. As such, stacked vessels depress utilization rates because stacked vessels are considered available to work and are included in the calculation of utilization rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period.

 

Total vessel utilization is calculated on all vessels in service (which includes stacked vessels, vessels held for sale and vessels in drydock). Active utilization is calculated on active vessels (which excludes vessels held for sale and stacked vessels). Average day rates are calculated based on total vessel days worked.

 

3635

 

The following tables compare day-based utilization percentages, average day rates and average total, active and stacked vessels by segment for the periods indicated:

 

 

Three Months Ended

  

Six Months Ended

  

Three Months Ended

  

Nine Months Ended

 
 

June 30, 2023

  

March 31, 2023

  

June 30, 2023

  

June 30, 2022

  

September 30, 2023

  

June 30, 2023

  

September 30, 2023

  

September 30, 2022

 

SEGMENT STATISTICS:

                    

Americas fleet:

          

Utilization

 82.8% 82.3% 82.5% 66.9% 84.1% 82.8% 83.1% 69.1%

Active utilization

 85.4% 85.2% 85.3% 81.4% 86.3% 85.4% 85.7% 81.0%

Average vessel day rates

 $20,269  $19,794  $20,035  $16,091  $23,495  $20,269  $21,348  $16,383 

Average total vessels

 33  32  33  34  38  33  35  34 

Average stacked vessels

 (1) (1) (1) (6) (1) (1) (1) (5)

Average active vessels

 32  31  32  28  37  32  34  29 
          

Asia Pacific fleet:

          

Utilization

 72.4% 74.8% 73.6% 74.3% 91.3% 72.4% 80.5% 77.7%

Active utilization

 72.4% 77.8% 75.0% 76.4% 91.3% 72.4% 81.4% 82.4%

Average vessel day rates

 $24,250  $23,582  $23,916  $12,992  $25,867  $24,250  $24,783  $15,344 

Average total vessels

 14  14  14  12  18  14  15  14 

Average stacked vessels

   (1)           (1)

Average active vessels

 14  13  14  12  18  14  15  13 
          

Middle East fleet:

          

Utilization

 76.0% 82.5% 79.2% 81.8% 79.8% 76.0% 79.4% 82.3%

Active utilization

 76.0% 82.5% 79.2% 82.1% 79.8% 76.0% 79.4% 82.5%

Average vessel day rates

 $10,449  $9,679  $10,056  $8,887  $10,544  $10,449  $10,224  $9,216 

Average total vessels

 44  43  43  37  45  44  44  39 

Average stacked vessels

                

Average active vessels

 44  43  43  37  45  44  44  39 
          

Europe/Mediterranean fleet:

          

Utilization

 85.7% 83.4% 84.6% 80.3% 88.8% 85.7% 86.6% 85.1%

Active utilization

 85.7% 83.4% 84.6% 89.7% 88.8% 85.7% 86.6% 91.6%

Average vessel day rates

 $18,990  $15,669  $17,360  $13,989  $19,105  $18,990  $18,233  $15,233 

Average total vessels

 26  27  27  28  50  26  34  27 

Average stacked vessels

       (3)       (2)

Average active vessels

 26  27  27  25  50  26  34  25 
          

West Africa fleet:

          

Utilization

 72.3% 68.4% 70.3% 68.7% 70.7% 72.3% 70.4% 69.1%

Active utilization

 77.8% 76.6% 77.2% 81.3% 73.9% 77.8% 76.1% 80.5%

Average vessel day rates

 $14,469  $13,047  $13,760  $9,960  $15,772  $14,469  $14,441  $10,561 

Average total vessels

 70  74  72  60  72  70  72  65 

Average stacked vessels

 (5) (8) (6) (9) (3) (5) (6) (9)

Average active vessels

 65  66  66  51  69  65  66  56 
          

Worldwide fleet:

          

Utilization

 76.9% 76.5% 76.7% 73.5% 80.5% 76.9% 78.1% 75.1%

Active utilization

 79.4% 80.6% 80.0% 82.5% 82.1% 79.4% 80.8% 83.0%

Average vessel day rates

 $16,042  $14,624  $15,334  $11,738  $17,865  $16,042  $16,313  $12,449 

Average total vessels

 187  190  189  171  223  187  200  179 

Average stacked vessels

 (6) (10) (7) (18) (4) (6) (7) (17)

Average active vessels

 181   180   182   153  219   181   193   162 

 

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Average active vessels exclude stacked vessels. We consider a vessel to be stacked if the vessel crew is furloughed or substantially reduced and limited maintenance is ongoing. We reduce operating costs by stacking vessels when management does not foresee opportunities to profitably or strategically operate the vessels in the near future. Vessels are stacked when market conditions warrant and they are no longer considered stacked when they are returned to active service, sold, or otherwise disposed. When economically practical marketing opportunities arise, the stacked vessels can be returned to active service by performing any necessary maintenance on the vessel and either rehiring or returning fleet personnel to operate the vessel. Although not currently fulfilling charters, stacked vessels are included in the calculation of utilization statistics. We also include our assets held for sale in stacked vessels as they continue to incur stacking related costs. We had five (twofour (one held for sale) and eight (threefive (two held for sale) stacked vessels at JuneSeptember 30, 2023 and March 31,June 30, 2023, respectively. The decrease in stacked vessels is attributable to vessel sales and reactivation of vessels.sales. Total stacking costs included in vessel operating costs for the three months ended September 30, 2023 and June 30, 2023, and March 31, 2023, were $0.1$0.2 million and $0.7$0.1 million respectively. 

 

Vessel Dispositions

 

We seek opportunities to sell and/or responsibly recycle our older vessels when market conditions warrant and opportunities arise. The majority of our vessels are sold to buyers who do not compete with us in the offshore energy industry. Vessel sales during the first sixnine months of 2023 included sixseven vessels that were classified as assets held for sale and twofour vessels from the active fleet.

 

Liquidity, Capital Resources and Other Matters

 

As of JuneSeptember 30, 2023, we had $174.7$282.1 million in cash and cash equivalents (including restricted cash), including amounts held by foreign subsidiaries, the majority of which is available to us without adverse tax consequences. Included in foreign subsidiary cash are balances held in U.S. dollars and foreign currencies that await repatriation due to various currency conversion and repatriation constraints and tax related matters, prior to the cash being made available for remittance to our domestic accounts. We currently intend that earnings by foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay third-party and intercompany debt of our foreign subsidiaries in the normal course of business. Moreover, we do not currently intend to repatriate earnings of our foreign subsidiaries to the U. S. because cash generated from our domestic businesses and the repayment of intercompany receivables from foreign subsidiaries are currently deemed to be sufficient to fund the cash needs of our U.S. operations.

 

A key component of our growth strategy is expanding our business and fleets through acquisitions, joint ventures and other strategic transactions. We would expect to use net proceeds from any sale of our securities for general corporate purposes, including capital expenditures, investments, acquisitions, repayment or refinancing of indebtedness, and other business opportunities. In furtherance of this strategy and as discussed elsewhere, on July 5, 2023, we closed the Acquisition Agreement with Solstad pursuant to which we acquired 37 platform supply vessels for an aggregate adjusted cash purchase price of approximately $594.2 million. The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and from the Senior Unsecured Notes.

Our objective in financing our business is to maintain and preserve adequate financial resources and sufficient levels of liquidity. In addition to our cash on hand, we also have a $25.0 million revolving credit facility that matures in 2026. No amounts have been drawn on this facility. Working capital, which includes cash on hand, was $204.0$242.9 million at JuneSeptember 30, 2023. We have generated $33.3$59.5 million in net income and $22.5$57.5 million in cash flow from operating activities, which includes our interest payments and drydock costs, during the first sixnine months of 2023. With the closing of the Solstad vessel acquisition, we added substantially to our debt, including current maturities, drydock obligations and interest costs. We expect to generate significant operating income from the vessels acquired during the remainder of this year and in 2024. Our expectation is that the cash generated by our operations coupled with our cash on hand will be sufficient to fund all of our obligations.


As of JuneSeptember 30, 2023, we had $175.0$761.8 million of senior secured notesdebt on our consolidated balance sheet, none$102.4 million of which is due until 2026.in the next twelve months. The 2026 Senior Secured Notes, the Senior Secured Term Loan and the revolving credit facility contain twoa combination of the following three financial covenants: (i) a minimum free liquidity test of the obligors (as defined) equal to the greater of $20.0 million or 10% of net interest-bearing debt anddebt; (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries.subsidiaries; and (iii) an interest coverage ratio of not less than 2:1. We are currently in compliance and anticipate being able to maintain ongoing compliance with these two financial covenants.

 

We entered into Facility Agreements to finance a portion of the construction and delivery of three new vessels. The vessels were delivered to us in the second quarter ofthrough September 30, 2023, in exchange for approximately $12.2EUR11.2 million ($11.8 million) in financing. Each of the Facility Agreements bear interest at rates ranging from 2.7% to 6.0% and are payable in ten equal principal semi-annual installments, with the first Facility Agreement installment commencing in the fourth quarter of 2023. The Facility Agreements are secured by the vessels, guaranteed by Tidewater as parent guarantor and contain no financial covenants.

 

A key component of our growth strategy is expanding our business and fleets through acquisitions, joint ventures and other strategic transactions and we would expect to use the net proceeds from any sale of our securities for general corporate purposes, including capital expenditures, investments, acquisitions, repayment or refinancing of indebtedness, and other business opportunities. In furtherance of this strategy and as discussed above, on July 5, 2023, we closed a Sale and Purchase Agreement with Solstad pursuant to which, among other things, we acquired 37 platform supply vessels for an aggregate adjusted cash purchase price of approximately $580.0 million, plus customary extras, upon the terms and subject to the conditions set forth in the Sale and Purchase Agreement. The purchase price was funded through a combination of cash on hand and net proceeds from the Senior Secured Term Loan and from the Senior Unsecured Notes. We expect that our cash flows from the acquired vessels will be sufficient to service the new debt incurred, including scheduled principal payments, in connection with this transaction.

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In addition, some of our Series A and B Warrants were exercised during July 2023 and we collectedreceived approximately $111.5 million in cash and issued approximately 1.9 million shares of our common stock in exchange for these warrants.

 

Cash and cash equivalents, our revolving credit facility and future net cash provided by operating activities provide us, in our opinion, with sufficient liquidity to meet our ongoing operational requirements. 

Operating Activities

 

Net cash provided by (used in) operating activities for the sixnine months ended JuneSeptember 30, 2023 and 2022 was $22.5$57.5 million and $(33.2)$(5.1) million, respectively.

 

Net cash provided by operations for the sixnine months ended JuneSeptember 30, 2023 reflects net income of $32.7$58.3 million, which includes non-cash depreciation and amortization of $63.4$121.2 million and net gains on asset dispositions of $3.6$4.5 million. Combined changes in operating assets and liabilities used $21.2$50.4 million in cash, and cash paid for deferred drydock and survey costs was $52.7$73.3 million.

 

Net cash used in operations for the sixnine months ended JuneSeptember 30, 2022 reflects a net loss of $37.3$32.4 million, which includes non-cash depreciation and amortization of $58.4$89.3 million and net losses on asset dispositions of $1.1$0.8 million. Combined changes in operating assets and liabilities used $41.1$39.2 million in cash, and cash paid for deferred drydock and survey costs was $31.1$43.9 million.

 

Investing Activities

 

Net cash outflows in both periods for investing activities for the sixnine months ended JuneSeptember 30, 2023 and 2022, was $(8.8)$(607.8) million and $(26.7)$(24.0) million, respectively.

 

Net cash used in investing activities for the sixnine months ended JuneSeptember 30, 2023 reflects the payment of $594.2 million to acquire 37 vessels from Solstad and the receipt of $8.7$9.6 million primarily related to the sale of eight11 vessels. Additions to properties and equipment were comprised of approximately $12.7$17.1 million in capitalized upgrades to existing vessels and equipment, $2.1 million in down payments made on four new vessels and $2.7$4.0 million primarily for other property and information technology equipment purchases and development work.

 

Net cash used in investing activities for the sixnine months ended JuneSeptember 30, 2022 reflects the cash payments totaling $29.5payment of an aggregate $20.7 million associated with the acquisitions ofto acquire SPO and athe 51% equity interest in Sonatide (net of cash received) and the receipt of $8.2$8.5 million primarily related to the sale of nineten vessels. Additions to properties and equipment were comprised of approximately $3.8$8.8 million in capitalized upgrades to existing vessels and equipment and $1.6$2.9 million for other property and Information Technology equipment purchases and development work.

 

Financing Activities

 

Net cash used inprovided by (used in) financing activities for the sixnine months ended JuneSeptember 30, 2023 and 2022 was $6.9$664.4 million and $2.5$(2.7) million, respectively.

 

Net cash usedinprovided by financing activities for the sixnine months ended JuneSeptember 30, 2023 included proceeds from long-term debt of $575.0 million, $111.5 million in proceeds from the conversion of warrants into common stock, a $1.4 million payment to acquire the non-controlling interest in a majority owned (now wholly owned) subsidiary, $14.8 million of debt issuance costs and $5.5$5.9 million in taxes paid on share-based awards.

 

Net cash used in financing activities for the sixnine months ended JuneSeptember 30, 2022 included $0.3$70.6 million in proceeds from the common stock offering, $70.6 million to redeem 4.1 million SPO acquisition warrants, $0.4 million of debt issuance costs and $2.2$2.3 million in taxes paid on share-based awards.

 

Application of Critical Accounting Policies and Estimates

 

Our 2022 Annual Report filed with the SEC on February 27, 2023, describes the accounting policies that are critical to reporting our financial position and operating results and that require management’s most difficult, subjective or complex judgments. This Quarterly Report on Form 10-Q should be read in conjunction with the discussion contained in our 2022 Annual Report regarding these critical accounting policies.

38

 

New Accounting Pronouncements

 

For information regarding the effect of new accounting pronouncements, see “Note (2) - Recently Issued or Adopted Accounting Pronouncements” of Notes to Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

 

 

39

 

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” in our 2022 Annual Report. Our exposure to market risk has not changed materially since December 31, 2022.

 

ITEM 4.       CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, any control system, no matter how well conceived and followed, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.

 

We evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of JuneSeptember 30, 2023.

 

Changes in Internal Controls Over Financial Reporting

On April 22, 2022, we completed the acquisition of SPO. Management has considered this transaction material to the results of operations, cash flows and financial position from the date of acquisition through June 30, 2023 and believes that the internal controls and procedures of the acquisition have a material effect on our internal controls over financial reporting. We are currently in the process of incorporating the internal controls and procedures of SPO into our internal controls over financial reporting for our assessment of and report on internal control over financial reporting as of December 31, 2023.

 

There has been no change in our internal controls over financial reporting that occurred during the quarter ended JuneSeptember 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

40

 

 

PART II. OTHER INFORMATION

 

ITEM 1.       LEGAL PROCEEDINGS

 

See discussion of legal proceedings in (i) “Note (10) - Commitments and Contingencies” of the Notes to Unaudited Condensed Consolidated Financial Statements in this Quarterly Report; (ii) Item 3 of Part I of our 2022 Annual Report; and (iii) “Note (12) – Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in Item 8 of our 2022 Annual Report.

 

ITEM 1A.       RISK FACTORS

 

In addition to the following risk factor, as of the date of this filing, the company and its operations continue to be subject to the risk factors previously discussed in the “Risk Factors” section contained in the 2022 Annual Report.

 

Restrictive covenants in the Senior Secured Notes, Senior Unsecured Notes, Super Senior Revolver and Senior Secured Term Loan may restrict our ability to raise capital and pursue our business strategies, and may have significant consequences for our operations and future prospects.

 

Our debt instruments, including our (i) 8.50% Senior Secured Notes due in 2026 (the “Senior Secured Notes”), (ii) 10.375% Senior Unsecured Notes due in 2028 (the “Senior Unsecured Notes” and collectively with the Senior Secured Notes, the “Senior Notes”), (iii) Super Senior Revolving Credit Facility Agreement with DNB Bank ASA, New York Branch, as Facility Agent, Nordic Trustee AS, as Security Trustee, and certain other institutions (the “Super Senior Revolver”), and (iv) Senior Secured Term Loan with DNB Bank ASA (the “Senior Secured Term Loan”), contain certain restrictive covenants. These covenants could have important consequences for our strategy and operations, including:

 

 

limiting our ability to incur indebtedness to provide funds for investments or capital expenditures, acquisitions, debt service requirements, general corporate purposes, dividends, and to make other distributions or repurchase or redeem our stock;

 

restricting us from undertaking consolidations, mergers, sales, or other dispositions of all or substantially all our assets; requiring us to dedicate a substantial portion of our cash flow from operations to make required payments on indebtedness, thereby reducing the availability of cash flow for working capital, capital expenditures, such as investing in new vessels, and other general business activities;

 

requiring that we pledge substantial collateral, including vessels, which may limit flexibility in operating our business and restrict our ability to sell assets;

 

limiting management’s flexibility in operating our business including planning for, or reacting to, changes in our business and the industry in which we operate;

 

diminishing our ability to withstand a downturn in our business or worsening of macroeconomic or industry conditions; and

 

placing us at a competitive disadvantage against less leveraged competitors.

 

The Senior Notes, Super Senior Revolver and the Senior Secured Term Loan also require us to comply with certain financial covenants, including maintenance of minimum liquidity and minimum consolidated equity.

 

We may be unable to meet these financial covenants or comply with these covenants, which could result in a default under the Senior Notes, Super Senior Revolver or Senior Secured Term Loan. If a default occurs and is continuing, the secured parties and the lenders under our debt agreements may elect to declare all borrowings thereunder outstanding, together with accrued interest and other fees, to be immediately due and payable. If we are unable to repay our indebtedness when due or declared due, the secured parties and the lenders under the Senior Notes, Super Senior Revolver and Senior Secured Term Loan will also have the right to foreclose on the collateral pledged to them, including the vessels, to secure the indebtedness. If such indebtedness were to be accelerated, our assets may not be sufficient to repay in full our secured indebtedness. Please refer to Note (9) - “Debt” and Note (14)(3) - “Solstad Vessel Acquisition”) to our accompanying unaudited consolidated financial statements for additional information. As a result of the restrictive covenants under the Senior Notes, Super Senior Revolver and Senior Secured Term Loan, we may be prevented from taking advantage of business opportunities. In addition, the restrictions contained in the Senior Notes, Super Senior Revolver and Senior Secured Term Loan, including a substantial make whole premium applicable to a voluntary prepayment of obligations under the Senior Notes, may also limit our ability to plan for or react to market conditions, meet capital needs or otherwise restrict our activities or business plans and adversely affect our ability to finance our operations, refinance, enter into acquisitions, execute our business strategy, make capital expenditures, effectively compete with companies that are not similarly restricted or engage in other business activities that would be in our interest.

 

41

 

 

In the future, we may also incur additional debt obligations that might subject us to additional and different restrictive covenants that could further affect our financial and operational flexibility. We cannot assure you that we will be granted waivers or amendments to these agreements if requested to obtain financial or operational flexibility or if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on acceptable terms or at all. We may not be able to obtain debt or equity financing if and when needed with favorable terms, if at all.

 

 

42

 

ITEM 6.       EXHIBITS

 

Exhibit

Number

 

Description

2.1Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, dated March 7, 2023, by and among Tidewater Inc., TDW International Vessels (Unrestricted), LLC and certain subsidiaries of Solstad Offshore ASA listed on the signature page thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on March 7, 2023).
2.2First Amendment to Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, dated June 20, 2023, by and among Tidewater Inc., TDW International Vessels (Unrestricted), LLC and certain subsidiaries of Solstad Offshore ASA listed on the signature page thereto (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K filed on July 6, 2023).
4.1Bond Terms for 10.375% Senior Unsecured Bonds due 2028, Dated June 30, 2023, by and between Tidewater Inc. and Nordic Trustee AS, as Bond Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 6, 2023).
10.1Credit Agreement, dated as of June 30, 2023, by and among TDW International Vessels (Unrestricted), LLC, as borrower, Tidewater Inc., as parent guarantor, certain other unrestricted subsidiaries of Tidewater Inc., as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch, as facility agent, security trustee and ECA coordinator, and DNB Markets, Inc. as bookrunner and mandated lead arranger (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 6, 2023).
10.2*Form of Non-Employee Director Restricted Stock Unit Award.

31.1*

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
31.2* 

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1**

 

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   

101.INS*

 

Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema.

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase.

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase.

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase.

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase.

 

 

 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*

Filed with this quarterly report on Form 10-Q.

 

**

Furnished with this quarterly report on Form 10-Q.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized

 

 

TIDEWATER INC.

 

(Registrant)

 

 

Date:  August 7,November 6, 2023

/s/ Samuel R. Rubio

 

Samuel R. Rubio

 

Executive Vice President and Chief Financial Officer

 

(Principal Financial and Accounting Officer and authorized signatory)

 

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