July 11, 2019
Quintin V. Kneen
Chief Financial Officer
Tidewater Inc.
6002 Rogerdale Road, Suite 600
Houston, Texas 77072
Re: Tidewater Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
File No. 001-06311
Filed February 28, 2019
Dear Mr. Kneen:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 8-K Furnished May 7, 2019
Exhibit 99.1
Unaudited Other Fleet and Financial Data, page 25
1. In reconciling your non-GAAP measure "EBITDA" to the comparable GAAP
measure, please note the reconciliation should begin with the GAAP
measure for equal or
greater prominence of the GAAP measure. Refer to Item 10(e)(1)(i)(A) of
Regulation S-
K and Question 102.10 of the staff's Compliance and Disclosure
Interpretations "Non-
GAAP Financial Measures" for guidance. Additionally, this measure is
calculated
differently than that described as "EBITDA" in Exchange Act Release No.
47226. Please
change the description of your measure to more accurately describe what
it represents and
to avoid characterization as "EBITDA." In this regard, refer to Question
103.01 in the
cited C&DI for guidance.
2. It appears your computation of "EBITDA" as a liquidity measure excludes
several items
that required, or will require, cash settlement, or would have required
cash settlement
Quintin V. Kneen
Tidewater Inc.
July 11, 2019
Page 2
absent an ability to settle in another manner. Such items are cash
paid for deferred
drydocking costs, working capital (other than cash) changes,
merger-related professional
services and lease exit costs, and integration-related severance and
similar costs. Item
10(e)(1)(ii)(A) of Regulation S-K prohibits excluding such items from
non-GAAP
liquidity measures, other than the measures earnings before interest
and taxes ("EBIT")
and earnings before interest, taxes, depreciation, and amortization
("EBITDA"). Please
revise your presentation, as appropriate.
Form 10-K for Fiscal Year Ended December 31, 2018
Notes to Consolidated Financial Statements
Note 8. Income Taxes, page F-29
3. In regard to the table on page F-34 for the reconciliation of
unrecognized tax benefits,
please reconcile for us the amount reported in the 2018 Form 10-K for
the balance at
December 31, 2017 (Successor) of $404,571 to the amount for the same
line item reported
in the 2017 Form 10-K of $22,282 and the basis for your presentation
in each year.
4. Please reconcile for us the amount of $374 million of foreign tax
credits and other tax
attributes at December 31, 2018 disclosed in note (A) to the
unrecognized tax benefits
table on page F-34 to the amount of foreign tax credits of $13 million
as of December 31,
2018 disclosed in the third paragraph on page F-32.
5. Please reconcile for us the unrecognized tax benefits balance at
December 31, 2018 of
$399,292 reported in the table on page F-34 to the amount of tax
liabilities for uncertain
tax positions at December 31, 2018 of $43,790 on page F-33.
6. In regard to your unrecognized tax benefits, please provide the
disclosures specified in
ASC 740-10-50-15d and 740-10-50-15Ab.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lyn Shenk at 202-551-3380 with any other questions.
FirstName LastNameQuintin V. Kneen Sincerely,
Comapany NameTidewater Inc.
Division of
Corporation Finance
July 11, 2019 Page 2 Office of
Transportation and Leisure
FirstName LastName