tdw20240331_10q.htm

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 March 31, 2024

☐	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)

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 ☒

52,762,223 shares of Tidewater Inc. common stock $0.001 par value per share were outstanding on April 30, 2024.

Table of Contents

PART I		2

ITEM 1.	FINANCIAL STATEMENTS	2
	CONDENSED CONSOLIDATED BALANCE SHEETS	2
	CONDENSED CONSOLIDATED INCOME STATEMENTS	3
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	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	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	36
ITEM 4.	CONTROLS AND PROCEDURES	36

PART II		37

ITEM 1.	LEGAL PROCEEDINGS	37
ITEM 1A.	RISK FACTORS	37
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	37
ITEM 6.	EXHIBITS	38

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands, except share and par value data)

	March 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	280,853		$	274,437
Restricted cash		6,474			1,241
Trade and other receivables, net of allowance for credit losses of $3,687 and $15,914 at March 31, 2024 and December 31, 2023, respectively		285,968			268,352
Marine operating supplies		24,767			31,933
Prepaid expenses and other current assets		17,447			15,172
Total current assets		615,509			591,135
Net properties and equipment		1,286,618			1,315,122
Deferred drydocking and survey costs		128,639			106,698
Indemnification assets		16,642			17,370
Other assets		30,408			32,449
Total assets	$	2,077,816		$	2,062,774

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	51,774		$	44,931
Accrued expenses		132,190			125,590
Current portion of long-term debt		103,009			103,077
Other current liabilities		52,164			55,133
Total current liabilities		339,137			328,731
Long-term debt		620,329			631,361
Other liabilities		63,197			64,985

Commitments and contingencies

Equity:
Common stock of $0.001 par value, 125,000,000 shares authorized, 52,759,223 and 52,259,303 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		53			52
Additional paid-in capital		1,646,061			1,671,759
Accumulated deficit		(594,347	)		(637,838	)
Accumulated other comprehensive income		5,209			5,266
Total stockholders’ equity		1,056,976			1,039,239
Noncontrolling interests		(1,823	)		(1,542	)
Total equity		1,055,153			1,037,697
Total liabilities and equity	$	2,077,816		$	2,062,774

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

TIDEWATER INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(Unaudited)

(In Thousands, except per share data)

	Three Months Ended
	March 31, 2024			March 31, 2023
Revenues:
Vessel revenues	$	318,686		$	191,180
Other operating revenues		2,478			1,924
Total revenue		321,164			193,104
Costs and expenses:
Vessel operating costs		167,556			115,459
Costs of other operating revenues		1,150			1,151
General and administrative		25,329			23,545
Depreciation and amortization		56,270			30,666
Gain on asset dispositions, net		(11,039	)		(2,216	)
Total costs and expenses		239,266			168,605
Operating income		81,898			24,499
Other income (expense):
Foreign exchange gain (loss)		(4,085	)		2,348
Equity in net losses of unconsolidated companies		(5	)		—
Interest income and other, net		1,483			130
Interest and other debt costs, net		(19,476	)		(4,190	)
Total other expense		(22,083	)		(1,712	)
Income before income taxes		59,815			22,787
Income tax expense		13,070			11,971
Net income		46,745			10,816
Net income (loss) attributable to noncontrolling interests		(281	)		78
Net income attributable to Tidewater Inc.	$	47,026		$	10,738
Basic income per common share	$	0.90		$	0.21
Diluted income per common share	$	0.89		$	0.21
Weighted average common shares outstanding		52,320			50,604
Dilutive effect of warrants, restricted stock units and stock options		580			1,368
Adjusted weighted average common shares		52,900			51,972

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

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In Thousands)

	Three Months Ended
	March 31, 2024			March 31, 2023
Net income	$	46,745		$	10,816
Other comprehensive income (loss):
Unrealized gain (loss) on note receivable		80			(132	)
Change in liability of pension plans		(137	)		(190	)
Total comprehensive income	$	46,688		$	10,494

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

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In Thousands)

	Three Months			Three Months
	Ended			Ended
	March 31, 2024			March 31, 2023
Operating activities:
Net income	$	46,745		$	10,816
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		38,811			21,048
Amortization of deferred drydocking and survey costs		17,459			9,618
Amortization of debt premium and discounts		1,814			420
Amortization of below market contracts		(1,206	)		—
Provision for deferred income taxes		73			35
Gain on asset dispositions, net		(11,039	)		(2,216	)
Stock-based compensation expense		2,766			2,103
Changes in assets and liabilities, net of effects of business acquisition:
Trade and other receivables		(17,616	)		(25,733	)
Accounts payable		6,843			25,829
Accrued expenses		6,600			1,830
Deferred drydocking and survey costs		(40,018	)		(31,325	)
Other, net		3,533			369
Net cash provided by operating activities		54,765			12,794
Cash flows from investing activities:
Proceeds from asset dispositions		12,463			5,716
Additions to properties and equipment		(10,942	)		(8,651	)
Net cash provided by (used in) investing activities		1,521			(2,935	)
Cash flows from financing activities:
Principal payments on long-term debt		(12,500	)		—
Purchase of common stock		(3,501	)		—
Acquisition of non-controlling interest in a majority owned subsidiary		—			(1,427	)
Debt issuance costs		(135	)		—
Share based awards reacquired to pay taxes		(28,462	)		(3,747	)
Net cash used in financing activities		(44,598	)		(5,174	)
Net change in cash, cash equivalents and restricted cash		11,688			4,685
Cash, cash equivalents and restricted cash at beginning of period		277,965			167,977
Cash, cash equivalents and restricted cash at end of period	$	289,653		$	172,662

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED

(Unaudited)

(In Thousands)

	Three Months		Three Months
	Ended		Ended
	March 31, 2024		March 31, 2023
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	15,621	$	98
Income taxes	$	15,603	$	17,057

Cash, cash equivalents and restricted cash at March 31, 2024 includes $2.3 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.

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In Thousands)

	Three Months Ended
									Accumulated
			Additional						other			Non
	Common		paid-in			Accumulated			comprehensive			controlling
	stock		capital			deficit			income (loss)			interest			Total
Balance at December 31, 2023	$	52	$	1,671,759		$	(637,838	)	$	5,266		$	(1,542	)	$	1,037,697
Total comprehensive income (loss)		—		—			47,026			(57	)		(281	)		46,688
Issuance of common stock		1		(1	)		—			—			—			—
Repurchase and retirement of common stock		—		—			(3,535	)		—			—			(3,535	)
Amortization of share-based awards		—		(25,697	)		—

SEC Form 10-Q filed by Tidewater Inc.