tdw20200806

tdw20200806_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2020

TIDEWATER INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-6311

72-0487776

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6002 Rogerdale Road, Suite 600

Houston, Texas

77072

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 470-5300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Series A Warrants to purchase shares of common stock	TDW.WS.A	New York Stock Exchange
Series B Warrants to purchase shares of common stock	TDW.WS.B	New York Stock Exchange
Warrants to purchase shares of common stock	TDW.WS	NYSE American
Preferred stock purchase rights	N/A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth 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. ☐

Item 2.02. Results of Operations and Financial Condition.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Tidewater Inc. (the “Company”) notes that certain statements set forth in this Current Report on Form 8-K provide contain certain forward-looking statements which reflect our current view with respect to future events and future financial performance. Forward-looking statements are all statements other than statements of historical fact. All such forward-looking statements are subject to risks and uncertainties, many of which are beyond the control of the Company, and our future results of operations could differ materially from our historical results or current expectations reflected by such forward-looking statements. These risks and uncertainties include, without limitation: the risks related to fluctuations in worldwide energy demand and oil and natural gas prices, and continuing depressed levels of oil and natural gas prices without a clear indication of if, or when, prices will recover to a level to support renewed offshore exploration activities; fleet additions by competitors and industry overcapacity; our 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; enforcement of laws related to the environment, labor and foreign corrupt practices; 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; and the resolution of pending legal proceedings.

On November 5, 2020, the Company issued an earnings release announcing its financial results for the quarter ended September 30, 2020. The press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if fully set forth under this item.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by us under the Exchange Act or Securities Act of 1933, as amended, regardless of any general incorporation language in any such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

The following exhibit is furnished with this Form 8-K:

Exhibit Number		Description
99.1		Press Release dated November 5, 2020

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Date: November 5, 2020	By:	/s/ Samuel R. Rubio
		Samuel R. Rubio
		Vice President, Chief Accounting Officer and Controller

ex_197787.htm

Exhibit 99.1

	Press Release

TIDEWATER INC. ● 6002 Rogerdale Road, Suite 600 ● Houston, TX 77072 ● Telephone (713) 470-5300 ● Fax (888) 909-0946

Tidewater Reports Results for the Three and Nine Months Ended September 30, 2020

HOUSTON, November 5, 2020 — Tidewater Inc. (NYSE:TDW) announced today revenue for the three and nine months ended September 30, 2020, of $86.5 million and $305.2 million, respectively compared with $119.8 million and $367.8 million, respectively, for the three and nine months ended September 30, 2019. Tidewater also reported net losses for the three and nine months ended September 30, 2020, of $37.9 million ($0.94 per share) and $167.0 million ($4.15 per share), respectively, compared with $44.2 million ($1.15 per share) and $81.9 million ($2.17 per share), respectively, for the three and nine months ended September 30, 2019. Included in the net losses for the three and nine months ended September 30, 2020 were impairment charges related to assets held for sale, affiliate credit losses, affiliate guaranteed obligation, inventory obsolescence and general and administrative severance expenses totaling $2.6 million and $124.4 million, respectively. Excluding these costs, we would have reported a net loss for the three months ended September 30, 2020 of $35.3 million ($0.87 per common share) and a net loss for the nine months ended September 30, 2020 of $42.6 million ($1.06 per common share). Included in the net losses for the three and nine months ended September 30, 2019 were general and administrative expenses for severance and similar expenses related to integrating Tidewater and GulfMark operations of $6.3 million and $10.5 million, respectively. Excluding these costs, net losses for the three and nine months ended September 30, 2019 were $37.9 million (or $0.98 per common share) and $71.4 million (or $1.89 per common share), respectively.

Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, "Tidewater generated $30.0 million of free cash flow in the third-quarter, its best quarterly performance since its restructuring in 2017. That cash was used to repurchase $27.7 million of our outstanding bonds at 95% of par, and we completed the quarter with $33.7 million of net debt. We recently launched a tender for another $50.0 million of the bonds at 100.5% of par, and we simultaneously launched a consent to relax the financial covenants in 2021.

“We are executing on the plan we laid out on the first quarter call after reassessing our business outlook as a result of the pandemic. As of the third quarter we were positive cash flow from operations and free cash flow positive for the nine-month period. We are dedicated to remaining free cash flow positive for the year, and we are repositioning our shore base operations and our fleet so our business can remain free cash flow positive under the currently depressed market conditions.

“Our quarterly cash generation performance is both important and noteworthy, but the operational impact of the pandemic and overall lower market demand have been both severe and challenging. The Tidewater team has dedicated to our objectives of capital expenditure management, working capital management, and the restructure of our business to accommodate the lower level of demand around the world for our vessels.

“Domestic and international travel restrictions have started to ease in some regions, and as a result we have been able to improve the frequency of crew changes and allow our mariners to return home safely to their families and to more easily return to work. The situation remains far from solved, however, and we continue to urge global government coordination to support open travel for seafarers as designated key workers. For 2020, we continue to see the additional costs associated with managing the travel inefficiencies to be approximately $20.0 million, and this is in addition to the decreased level of profitability from lower overall demand.

“Another key element to our strategy is high-grading our fleet through strategic acquisitions and disposals. We disposed of 22 vessels in the third quarter for $10.6 million and early in the fourth quarter we made an acquisition of 11 modern crew boats for $5.3 million.

“I continue to be humbled by the commitment and resilience of the dedicated women and men across the company during these arduous times. These individuals are who enabled the company to so readily adapt and to progress as much as it has towards achieving its goals in today’s challenging environment.”

In addition to the number of outstanding shares, as of September 30, 2020, the company also has the following in the money warrants.

Common shares outstanding			40,460,982
New Creditor Warrants (strike price $0.001 per common share)			761,395
GulfMark Creditor Warrants (strike price $0.01 per common share)			930,027
Total			42,152,404

Tidewater will hold a conference call to discuss results for the three and nine months ended September 30, 2020 on Friday, November 6, at 8:00 a.m. Central Time. Investors and interested parties may listen to the earnings conference call via telephone by calling +1-888-771-4371 if calling from the U.S. or Canada (+1-847-585-4405 if calling from outside the U.S.) and asking for the “Tidewater” call just prior to the scheduled start time. A live webcast of the call will also be available in the Investor Relations section of Tidewater’s website at investor.tdw.com

A replay of the conference call will be available beginning at 10:30 a.m. Central Time on November 6, 2020 and will continue until 11:59 p.m. Central Time on December 6, 2020. To access the replay, visit the Investor Relations section of Tidewater’s website at investor.tdw.com

The conference call will contain forward-looking statements in addition to statements of historical fact. The actual achievement of any forecasted results or the unfolding of future economic or business developments in a way anticipated or projected by the company involves numerous risks and uncertainties that may cause the company’s actual performance to be materially different from that stated or implied in the forward-looking statements. Such risks and uncertainties include, among other things, risks associated with the general nature of the oilfield service industry and other factors discussed within the “Risk Factors” section of Tidewater’s most recent Forms 10-Q and 10-K.

Tidewater owns and operates the largest fleet of Offshore Support Vessels in the industry, with over 60 years of experience supporting offshore energy exploration and production activities worldwide.

Note: all per-share amounts are stated on a diluted basis.

Financial information is displayed beginning on the next page.

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Revenues:
Vessel revenues	$	85,395		$	117,173		$	298,344		$	360,476
Other operating revenues		1,072			2,592			6,835			7,296
Total revenues		86,467			119,765			305,179			367,772
Costs and expenses:
Vessel operating costs		61,784			80,619			205,383			243,261
Costs of other operating revenue		219			534			3,063			1,884
General and administrative		17,438			30,474			56,455			81,310
Depreciation and amortization		30,777			25,735			86,028			73,705
Long-lived asset impairments		1,945			5,224			67,634			5,224
Affiliate credit loss impairment expense		—			—			53,581			—
Affiliate guarantee obligation		—			—			2,000			—
(Gain) loss on asset dispositions, net		(520	)		(270	)		(7,511	)		(1,047	)
		111,643			142,316			466,633			404,337
Operating loss		(25,176	)		(22,551	)		(161,454	)		(36,565	)
Other income (expense):
Foreign exchange gain (loss)		(1,153	)		173			(2,365	)		(324	)
Equity in net losses of unconsolidated companies		—			(468	)		—			(435	)
Dividend income from unconsolidated company		—			—			17,150			—
Interest income and other, net		272			1,579			1,084			5,908
Interest and other debt costs, net		(6,071	)		(7,468	)		(18,172	)		(22,786	)
		(6,952	)		(6,184	)		(2,303	)		(17,637	)
Loss before income taxes		(32,128	)		(28,735	)		(163,757	)		(54,202	)
Income tax (benefit) expense		5,953			15,071			3,512			26,443
Net loss	$	(38,081	)	$	(43,806	)	$	(167,269	)	$	(80,645	)
Net income (loss) attributable to noncontrolling interests		(154	)		394			(274	)		1,245
Net loss attributable to Tidewater Inc.	$	(37,927	)	$	(44,200	)	$	(166,995	)	$	(81,890	)
Basic loss per common share	$	(0.94	)	$	(1.15	)	$	(4.15	)	$	(2.17	)
Diluted loss per common share	$	(0.94	)	$	(1.15	)	$	(4.15	)	$	(2.17	)
Weighted average common shares outstanding		40,405			38,537			40,271			37,767
Adjusted weighted average common shares		40,405			38,537			40,271			37,767

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)

	September 30,			December 31,
ASSETS	2020			2019

Current assets:
Cash and cash equivalents	$	192,243		$	218,290
Restricted cash		26,401			5,755
Trade and other receivables, less allowance for credit losses of $651 as of September 30, 2020 and less allowance for doubtful accounts of $70 as of December 31, 2019.		100,583			110,180
Due from affiliate, less allowance for credit losses of $72,696 as of September 30, 2020 and less due from affiliate allowance of $20,083 as of December 31, 2019		65,692			125,972
Marine operating supplies		17,808			21,856
Assets held for sale		19,163			39,287
Prepaid expenses and other current assets		18,925			15,956
Total current assets		440,815			537,296
Net properties and equipment		820,876			938,961
Deferred drydocking and survey costs		63,975			66,936
Other assets		25,108			36,335
Total assets	$	1,350,774		$	1,579,528

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,953		$	27,501
Accrued costs and expenses		55,811			74,000
Due to affiliates		53,355			50,186
Current portion of long-term debt		9,576			9,890
Other current liabilities		31,599			24,100
Total current liabilities		163,294			185,677
Long-term debt		246,179			279,044
Other liabilities and deferred credits		87,724			98,397


Equity:
Common stock		40			40
Additional paid-in-capital		1,370,778			1,367,521
Accumulated deficit		(519,684	)		(352,526	)
Accumulated other comprehensive income (loss)		1,106			(236	)
Total stockholder's equity		852,240			1,014,799
Noncontrolling interests		1,337			1,611
Total equity		853,577			1,016,410
Total liabilities and equity	$	1,350,774		$	1,579,528

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Three Months Ended						Nine Months Ended
	September 30, 2020			September 30, 2019			September 30, 2020			September 30, 2019
Net loss	$	(38,081	)	$	(43,806	)	$	(167,269	)	$	(80,645	)
Other comprehensive income:
Change in pension plan and supplemental pension plan liability, net of tax of $0.2 million and $0.4 million, respectively		525			—			1,342			—
Total comprehensive loss	$	(37,556	)	$	(43,806	)	$	(165,927	)	$	(80,645	)

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months			Nine Months
	Ended			Ended
	September 30, 2020			September 30, 2019
Operating activities:
Net loss	$	(167,269	)	$	(80,645	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation		53,614			57,629
Amortization of deferred drydocking and survey costs		32,414			16,076
Amortization of debt premiums and discounts		2,418			(1,562	)
Provision (benefit) for deferred income taxes		107			759
Gain on asset dispositions, net		(7,511	)		(1,047	)
Affiliate credit loss impairment expense		53,581			—
Affiliate guarantee obligation		2,000			—
Long-lived asset impairments		67,634			5,224
Changes in investments in unconsolidated companies		—			435
Compensation expense - stock based		3,959			16,599
Changes in operating assets and liabilities, net:
Trade and other receivables		9,434			(11,796	)
Changes in due to/from affiliate, net		9,852			14,898
Accounts payable		(14,548	)		(8,267	)
Accrued costs and expenses		(18,189	)		(10,574	)
Cash paid for deferred drydocking and survey costs		(29,499	)		(43,701	)
Other, net		3,809			9,268
Net cash used in operating activities		1,806			(36,704	)
Cash flows from investing activities:
Proceeds from sales of assets		31,498			25,092
Additions to property and equipment		(4,682	)		(13,931	)
Net cash provided by investing activities		26,816			11,161
Cash flows from financing activities:
Principal payments on long-term debt		(33,520	)		(6,458	)
Taxes on share-based awards		(702	)		(3,112	)
Other		—			1
Net cash used in financing activities		(34,222	)		(9,569	)
Net change in cash, cash equivalents and restricted cash		(5,600	)		(35,112	)
Cash, cash equivalents and restricted cash at beginning of period		227,608			397,744
Cash, cash equivalents and restricted cash at end of period (A)	$	222,008		$	362,632
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	16,169		$	24,482
Income taxes	$	9,940		$	10,386

Note (A): Cash, cash equivalents and restricted cash at September 30, 2020 includes $3.4 million in long-term restricted cash.

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

	Three Months Ended
									Accumulated
			Additional						other		Non
	Common		paid-in			Accumulated			comprehensive		controlling
	stock		capital			deficit			income (loss)		interest			Total
Balance at June 30,2020	$	40		1,369,645			(481,757	)		581		1,491			890,000
Total comprehensive loss		—		—			(37,927	)		525		(154	)		(37,556	)
Amortization, net of taxes, on share-based awards		—		1,133			—			—		—			1,133
Balance at September 30, 2020	$	40		1,370,778			(519,684	)		1,106		1,337			853,577


Balance at June 30, 2019	$	38		1,359,842			(248,473	)		2,194		1,938			1,115,539
Total comprehensive loss		—		—			(44,200	)		—		394			(43,806	)
Issuance of common stock from exercise of warrants		1		(1	)		—			—		—			—
Amortization/cancellation of restricted stock units		—		6,031			—			—		—			6,031
Balance at September 30, 2019	$	39		1,365,872			(292,673	)		2,194		2,332			1,077,764

	Nine Months Ended
								Accumulated
			Additional					other			Non
	Common		paid-in		Accumulated			comprehensive			controlling
	stock		capital		deficit			income (loss)			interest			Total
Balance at December 31, 2019	$	40		1,367,521		(352,526	)		(236	)		1,611			1,016,410
Total comprehensive loss		—		—		(166,995	)		1,342			(274	)		(165,927	)
Adoption of credit loss accounting standard		—		—		(163	)		—			—			(163	)
Amortization, net of taxes, on share-based awards		—		3,257		—			—			—			3,257
Balance at September 30, 2020	$	40		1,370,778		(519,684	)		1,106			1,337			853,577


Balance at December 31, 2018	$	37		1,352,388		(210,783	)		2,194			1,087			1,144,923
Total comprehensive loss		—		—		(81,890	)		—			1,245			(80,645	)
Issuance of common stock from exercise of warrants		2		—		—			—			—			2
Amortization/cancellation of restricted stock units		—		13,484		—			—			—			13,484
Balance at September 30, 2019	$	39		1,365,872		(292,673	)		2,194			2,332			1,077,764

The company’s vessel revenues and vessel operating costs and the related percentage of total vessel revenues, were as follows:

	Three Months Ended										Nine Months Ended
	September 30, 2020					September 30, 2019					September 30, 2020					September 30, 2019
(In thousands)			%					%					%					%
Vessel revenues:
Americas	$	28,705		34	%	$	33,147		28	%	$	94,608		32	%	$	103,624		29	%
Middle East/Asia Pacific		23,280		27	%		22,765		19	%		72,091		24	%		63,670		18	%
Europe/Mediterranean		17,716		21	%		30,946		26	%		67,827		23	%		94,531		26	%
West Africa		15,694		18	%		30,315		26	%		63,818		21	%		98,651		27	%
Total vessel revenues	$	85,395		100	%	$	117,173		100	%	$	298,344		100	%	$	360,476		100	%
Vessel operating costs:
Crew costs	$	36,686		43	%	$	46,193		39	%	$	119,864		40	%	$	141,528		39	%
Repair and maintenance		5,932		7	%		11,967		10	%		23,186		8	%		32,579		9	%
Insurance		1,953		2	%		2,027		2	%		5,748		2	%		4,955		1	%
Fuel, lube and supplies		6,757		8	%		8,781		7	%		22,892		8	%		26,577		7	%
Other		10,456		12	%		11,651		10	%		33,693		11	%		37,622		10	%
Total vessel operating costs		61,784		72	%		80,619		69	%		205,383		69	%		243,261		67	%
Vessel operating margin (A)	$	23,611		28	%	$	36,554		31	%	$	92,961		31	%	$	117,215		33	%

Note (A): Vessel operating margin equals revenues less vessel operating costs and excludes general and administrative expenses and depreciation and amortization.

The company’s operating loss and other components of loss before income taxes and its related percentage of total revenues, were as follows:

	Three Months Ended										Nine Months Ended
	September 30, 2020					September 30, 2019					September 30, 2020					September 30, 2019
(In thousands)					%					%					%					%
Vessel operating profit (loss):
Americas	$	107		0	%	$	(168	)	(0	)%	$	3,448		1	%	$	1,702		0	%
Middle East/Asia Pacific		(2,222	)	(3	)%		(809	)	(1	)%		(2,479	)	(1	)%		(4,098	)	(1	)%
Europe/Mediterranean		(3,883	)	(4	)%		(276	)	(0	)%		(4,086	)	(1	)%		(768	)	(0	)%
West Africa		(10,168	)	(12	)%		678		1	%		(19,015	)	(6	)%		11,891		3	%
Other operating profit		853		1	%		2,052		2	%		3,772		1	%		5,381		1	%
		(15,313	)	(18	)%		1,477		1	%		(18,360	)	(6	)%		14,108		4	%

Corporate expenses (A)		(8,438	)	(10	)%		(19,074	)	(16	)%		(27,390	)	(9	)%		(46,496	)	(13	)%
Gain (loss) on asset dispositions, net		520		1	%		270		0	%		7,511		2	%		1,047		1	%
Affiliate credit loss impairment expense		—		0	%		—		0	%		(53,581	)	(18	)%		—		0	%
Affiliate guarantee obligation		—		0	%		—		0	%		(2,000	)	(1	)%		—		0	%
Long-lived asset impairments		(1,945	)	(2	)%		(5,224	)	(4	)%		(67,634	)	(22	)%		(5,224	)	(1	)%
Operating loss	$	(25,176	)	(29	)%	$	(22,551	)	(19	)%	$	(161,454	)	(53	)%	$	(36,565	)	(9	)%

Note (A): General and administrative expenses for the three and nine months ended September 30, 2020 include stock-based compensation of $1.3 million and $4.0 million, respectively. General and administrative expenses for the three and nine months ended September 30, 2019 includes stock-based compensation of $7.4 million and $16.6 million, respectively. In addition, general and administrative costs for the three months and nine ended September 30, 2020 include $0.6 million and $1.2 million, respectively, of severance and similar costs related to integrating Tidewater and GulfMark operations. General and administrative expenses for the three and nine months ended September 30, 2019 include $6.3 million and $10.5 million, respectively, of severance and other costs related to integrating Tidewater and GulfMark operations.

TIDEWATER INC.

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) – QUARTERLY DATA

(Unaudited)

(In thousands, except per share data)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Revenues:
Vessel revenues	$	85,395		$	100,975		$	111,974		$	116,539		$	117,173
Other operating revenues		1,072			1,369			4,394			2,237			2,592
Total revenues		86,467			102,344			116,368			118,776			119,765
Costs and expenses:
Vessel operating costs		61,784			64,774			78,825			85,935			80,619
Costs of other operating revenue		219			171			2,673			916			534
General and administrative (A)		17,438			17,597			21,420			22,406			30,474
Depreciation and amortization		30,777			28,144			27,107			28,226			25,735
(Gain) loss on asset dispositions, net		1,945			(1,660	)		(5,331	)		(1,217	)		(270	)
Affiliate credit loss impairment expense		—			53,581			—			—			—
Affiliate guarantee obligation		—			2,000			—			—			—
Asset impairments and other		(520	)		55,482			10,207			32,549			5,224
Total operating costs and expenses		111,643			220,089			134,901			168,815			142,316
Operating loss		(25,176	)		(117,745	)		(18,533	)		(50,039	)		(22,551	)
Other income (expense):
Foreign exchange gain (loss)		(1,153	)		(2,076	)		864			(945	)		173
Equity in net (losses) earnings of unconsolidated companies		—			—			—			(2,717	)		(468	)
Dividend income from unconsolidated company		—			17,150			—			—			—
Interest income and other, net		272			696			116			690			1,579
Interest and other debt costs, net		(6,071	)		(5,959	)		(6,142	)		(6,282	)		(7,468	)
Total other expense		(6,952	)		9,811			(5,162	)		(9,254	)		(6,184	)
Loss before income taxes		(32,128	)		(107,934	)		(23,695	)		(59,293	)		(28,735	)
Income tax (benefit) expense		5,953			2,730			(5,171	)		1,281			15,071
Net loss	$	(38,081	)	$	(110,664	)	$	(18,524	)	$	(60,574	)	$	(43,806	)
Net income (loss) attributable to noncontrolling interests		(154	)		(41	)		(79	)		(721	)		394
Net loss attributable to Tidewater Inc.	$	(37,927	)	$	(110,623	)	$	(18,445	)	$	(59,853	)	$	(44,200	)
Basic loss per common share	$	(0.94	)	$	(2.74	)	$	(0.46	)	$	(1.52	)	$	(1.15	)
Diluted loss per common share	$	(0.94	)	$	(2.74	)	$	(0.46	)	$	(1.52	)	$	(1.15	)
Weighted average common shares outstanding		40,405			40,306			40,101			39,504			38,537
Dilutive effect of stock options and restricted stock		—			—			—			—			—
Adjusted weighted average common shares		40,405			40,306			40,101			39,504			38,537
Vessel operating margin	$	23,611		$	36,201		$	33,149		$	30,604		$	36,554


Note (A) Integration related costs related to the business combination with GulfMark		641			446			129			2,123			6,293

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	September 30,			June 30,			March 31,			December 31,			September 30,
ASSETS	2020			2020			2020			2019			2019

Current assets:
Cash and cash equivalents	$	192,243			203,119			187,802			218,290			359,332
Restricted cash		26,401			19,880			12,461			5,755			3,300
Trade and other receivables, net		100,583			115,008			119,455			110,180			123,133
Due from affiliate, less allowances		65,692			65,766			128,204			125,972			124,757
Marine operating supplies		17,808			20,580			21,944			21,856			21,303
Assets held for sale		19,163			29,064			26,142			39,287			—
Prepaid expenses and other current assets		18,925			20,350			22,185			15,956			13,116
Total current assets		440,815			473,767			518,193			537,296			644,941
Net properties and equipment		820,876			839,912			922,979			938,961			1,022,786
Deferred drydocking and survey costs		63,975			74,585			81,981			66,936			49,025
Other assets		25,108			27,411			29,971			36,335			37,269
Total assets	$	1,350,774			1,415,675			1,553,124			1,579,528			1,754,021

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	12,953			17,111			30,711			27,501			23,672
Accrued costs and expenses		55,811			60,993			72,854			74,000			54,792
Due to affiliates		53,355			48,803			50,013			50,186			41,676
Current portion of long-term debt		9,576			9,437			9,104			9,890			9,689
Other current liabilities		31,599			25,815			26,953			24,100			30,024
Total current liabilities		163,294			162,159			189,635			185,677			159,853
Long-term debt		246,179			273,215			273,015			279,044			419,905
Other liabilities and deferred credits		87,724			90,301			91,578			98,397			96,499


Equity:
Common stock		40			40			40			40			39
Additional paid-in-capital		1,370,778			1,369,645			1,368,325			1,367,521			1,365,872
Accumulated deficit		(519,684	)		(481,757	)		(371,134	)		(352,526	)		(292,673	)
Accumulated other comprehensive income (loss)		1,106			581			133			(236	)		2,194
Total stockholder's equity		852,240			888,509			997,364			1,014,799			1,075,432
Noncontrolling interests		1,337			1,491			1,532			1,611			2,332
Total equity		853,577			890,000			998,896			1,016,410			1,077,764
Total liabilities and equity	$	1,350,774			1,415,675			1,553,124			1,579,528			1,754,021

Supplemental information
Due from related parties, net of due to related parties:
Sonatide (Angola)	$	12,337			16,963			64,184			57,771			64,660
DTDW (Nigeria)		—			—			14,007			18,015			18,421
Total	$	12,337			16,963			78,191			75,786			83,081

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,		March 31,		December 31,		September 30,
	2020			2020		2020		2019		2019
VESSEL REVENUE BY VESSEL CLASS

Americas fleet:
Deepwater	$	22,836			27,858		22,882		22,883		24,575
Towing-supply		4,119			4,455		7,243		8,639		7,831
Other		1,750			1,731		1,734		1,811		741
Total		28,705			34,044		31,859		33,333		33,147
Middle East/Asia Pacific fleet:
Deepwater	$	13,819			14,195		14,326		16,015		14,960
Towing-supply		9,461			9,788		10,502		10,636		7,805
Total		23,280			23,983		24,828		26,651		22,765
Europe/Mediterranean fleet:
Deepwater	$	17,578			20,476		29,163		28,652		30,608
Towing-supply		(13	)		—		179		528		338
Other		151			144		149		—		—
Total		17,716			20,620		29,491		29,180		30,946
West Africa fleet:
Deepwater	$	4,905			8,748		12,102		14,066		14,923
Towing-supply		7,711			11,029		10,521		9,981		11,598
Other		3,078			2,552		3,173		3,328		3,794
Total	$	15,694			22,329		25,796		27,375		30,315
Worldwide fleet:
Deepwater	$	59,137			71,277		78,473		81,616		85,066
Towing-supply		21,278			25,271		28,445		29,784		27,572
Other		4,980			4,427		5,056		5,139		4,535
Total		85,395			100,975		111,974		116,539		117,173

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
AVERAGE NUMBER OF VESSELS:

Americas fleet:
Deepwater		32			32			32			31			32
Towing-supply		12			15			17			17			17
Other		3			3			3			4			5
Total		47			50			52			52			54
Stacked vessels		(17	)		(17	)		(17	)		(15	)		(17	)
Active vessels		30			33			35			37			37
Middle East/Asia Pacific fleet:
Deepwater		22			26			27			27			26
Towing-supply		23			26			28			28			26
Total		45			52			55			55			52
Stacked vessels		(4	)		(9	)		(10	)		(10	)		(11	)
Active vessels		41			43			45			44			41
Europe/Mediterranean fleet:
Deepwater		32			36			39			42			42
Towing-supply		—			1			2			3			3
Total		32			37			41			45			45
Stacked vessels		(17	)		(17	)		(11	)		(15	)		(13	)
Active vessels		15			20			30			30			32
West Africa fleet:
Deepwater		25			26			26			27			29
Towing-supply		17			18			19			19			20
Other		16			19			20			21			21
Total		58			63			65			67			70
Stacked vessels		(31	)		(21	)		(21	)		(22	)		(22	)
Active vessels		27			42			44			45			48
Worldwide fleet:
Deepwater		111			120			124			126			129
Towing-supply		52			60			66			68			66
Other		19			22			23			25			26
Total		182			202			213			219			221
Stacked vessels		(69	)		(64	)		(60	)		(62	)		(63	)
Active vessels		113			138			153			157			158

Total active		113			138			153			157			158
Total stacked		69			64			60			62			63
Total joint venture and other vessels		3			3			3			4			4
Total		185			205			216			223			225

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2020		2020		2020		2019		2019
AVAILABLE DAYS - TOTAL FLEET:

Americas fleet:
Deepwater		2,996		2,940		2,873		2,852		2,932
Towing-supply		1,098		1,329		1,547		1,580		1,552
Other		276		273		285		368		460
Total		4,370		4,542		4,705		4,800		4,944
Middle East/Asia Pacific fleet:
Deepwater		2,025		2,411		2,496		2,453		2,370
Towing-supply		2,118		2,342		2,512		2,576		2,392
Total		4,143		4,753		5,008		5,029		4,762
Europe/Mediterranean fleet:
Deepwater		2,916		3,256		3,581		3,848		3,874
Towing-supply		24		91		122		276		276
Total		2,940		3,347		3,703		4,124		4,150
West Africa fleet:
Deepwater		2,269		2,366		2,366		2,439		2,723
Towing-supply		1,588		1,654		1,729		1,779		1,840
Other		1,469		1,698		1,820		1,932		1,932
Total		5,326		5,718		5,915		6,150		6,495
Worldwide fleet:
Deepwater		10,206		10,973		11,316		11,592		11,899
Towing-supply		4,828		5,416		5,910		6,211		6,060
Other		1,745		1,971		2,105		2,300		2,392
Total		16,779		18,360		19,331		20,103		20,351

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2020		2020		2020		2019		2019
OUT-OF-SERVICE - STACKED DAYS:

Americas fleet:
Deepwater		1,134		863		873		656		723
Towing-supply		362		601		593		568		632
Other		92		91		103		184		184
Total		1,588		1,555		1,569		1,408		1,539
Middle East/Asia Pacific fleet:
Deepwater		185		500		546		552		552
Towing-supply		186		310		396		399		460
Total		371		810		942		951		1,012
Europe/Mediterranean fleet:
Deepwater		1,522		1,422		1,004		1,196		1,104
Towing-supply		24		91		—		153		92
Total		1,546		1,513		1,004		1,349		1,196
West Africa fleet:
Deepwater		1,809		919		819		766		768
Towing-supply		882		563		469		583		552
Other		181		446		637		643		736
Total		2,872		1,928		1,925		1,992		2,056
Worldwide fleet:
Deepwater		4,650		3,704		3,242		3,170		3,147
Towing-supply		1,454		1,565		1,458		1,703		1,736
Other		273		537		740		827		920
Total		6,377		5,806		5,440		5,700		5,803

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2020		2020		2020		2019		2019
AVAILABLE DAYS - ACTIVE FLEET:

Americas fleet:
Deepwater		1,862		2,077		2,000		2,196		2,209
Towing-supply		736		728		954		1,012		920
Other		184		182		182		184		276
Total		2,782		2,987		3,136		3,392		3,405
Middle East/Asia Pacific fleet:
Deepwater		1,840		1,911		1,950		1,901		1,818
Towing-supply		1,932		2,032		2,116		2,177		1,932
Total		3,772		3,943		4,066		4,078		3,750
Europe/Mediterranean fleet:
Deepwater		1,394		1,834		2,577		2,652		2,770
Towing-supply		—		—		122		123		184
Total		1,394		1,834		2,699		2,775		2,954
West Africa fleet:
Deepwater		460		1,447		1,547		1,673		1,955
Towing-supply		706		1,091		1,260		1,196		1,288
Other		1,288		1,252		1,183		1,289		1,196
Total		2,454		3,790		3,990		4,158		4,439
Worldwide fleet:
Deepwater		5,556		7,269		8,074		8,422		8,752
Towing-supply		3,374		3,851		4,452		4,508		4,324
Other		1,472		1,434		1,365		1,473		1,472
Total		10,402		12,554		13,891		14,403		14,548

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
UTILIZATION - TOTAL FLEET:

Americas fleet:
Deepwater		51.7	%		64.3	%		57.7	%		61.7	%		64.5	%
Towing-supply		50.0	%		43.5			54.9			58.6			53.1
Other		66.7	%		65.2			63.1			50.0			21.0
Total		52.2	%		58.3	%		57.1	%		59.8	%		56.9	%
Middle East/Asia Pacific fleet:
Deepwater		67.4	%		57.9	%		56.8	%		66.7	%		65.4	%
Towing-supply		72.3	%		68.2			69.2			70.0			61.7
Total		69.9	%		63.0	%		63.0	%		68.4	%		63.6	%
Europe/Mediterranean fleet:
Deepwater		45.5	%		49.9	%		64.2	%		60.0	%		64.0	%
Towing-supply		0.0	%		—			46.7			31.6			24.5
Total		45.1	%		48.6	%		63.6	%		58.1	%		61.4	%
West Africa fleet:
Deepwater		17.5	%		31.1	%		41.5	%		46.9	%		50.6	%
Towing-supply		28.4	%		41.3			45.5			43.8			46.3
Other		53.1	%		39.2			51.5			56.6			55.6
Total		30.6	%		36.5	%		45.7	%		49.1	%		50.9	%
Worldwide fleet:
Deepwater		45.4	%		51.5	%		56.2	%		59.1	%		61.4	%
Towing-supply		52.4	%		52.8			58.0			57.9			53.1
Other		55.3	%		42.8			53.1			55.6			49.0
Total		48.5	%		50.9	%		56.4	%		58.3	%		57.5	%

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
UTILIZATION - ACTIVE FLEET:

Americas fleet:
Deepwater		83.2	%		91.0	%		72.8	%		80.1	%		85.7	%
Towing-supply		74.6	%		79.4			89.0			91.4			89.6
Other		100.0	%		97.8			98.8			100.0			35.0
Total		82.0	%		88.6	%		85.7	%		84.6	%		82.6	%
Middle East/Asia Pacific fleet:
Deepwater		74.2	%		73.1	%		72.8	%		86.1	%		85.3	%
Towing-supply		79.2	%		78.6			82.2			82.9			76.4
Total		76.8	%		75.9	%		77.7	%		84.4	%		80.7	%
Europe/Mediterranean fleet:
Deepwater		95.1	%		88.6	%		89.2	%		87.1	%		89.5	%
Towing-supply		0.0	%		—			46.7			70.9			36.8
Total		95.1	%		88.6	%		87.3	%		86.4	%		86.3	%
West Africa fleet:
Deepwater		86.2	%		50.9	%		63.4	%		68.3	%		70.5	%
Towing-supply		63.8	%		62.6			62.4			65.1			66.1
Other		60.6	%		53.2			79.2			84.9			89.9
Total		66.3	%		55.0	%		67.8	%		72.5	%		74.4	%
Worldwide fleet:
Deepwater		83.4	%		77.7	%		78.8	%		81.3	%		83.4	%
Towing-supply		75.0	%		74.2			77.0			79.8			74.5
Other		65.5	%		58.9			81.9			86.8			79.6
Total		78.2	%		74.5	%		78.5	%		81.4	%		80.4	%

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2020		2020		2020		2019		2019
AVERAGE VESSEL DAY RATES: (A)

Americas fleet:
Deepwater	$	14,743		14,738		13,793		13,001		12,986
Towing-supply		7,506		7,707		8,532		9,337		9,504
Other		9,514		9,723		9,638		9,838		7,674
Total	$	12,581		12,865		11,854		11,617		11,783
Middle East/Asia Pacific fleet:
Deepwater	$	10,127		10,161		10,097		9,784		9,648
Towing-supply		6,180		6,128		6,041		5,897		5,285
Total	$	8,040		8,009		7,863		7,746		7,520
Europe/Mediterranean fleet:
Deepwater	$	13,257		12,600		12,682		12,336		12,342
Towing-supply		—		—		3,138		6,055		4,995
Total	$	13,361		12,689		12,514		12,171		12,147
West Africa fleet:
Deepwater	$	12,365		11,891		12,337		12,304		10,827
Towing-supply		17,122		16,158		13,389		12,810		13,628
Other		3,944		3,829		3,384		3,041		3,530
Total	$	9,643		10,711		9,539		9,075		9,174
Worldwide fleet:
Deepwater	$	12,756		12,620		12,342		11,892		11,651
Towing-supply		8,411		8,843		8,292		8,284		8,564
Other		5,163		5,243		4,524		4,137		3,871
Total	$	10,503		10,799		10,267		9,940		10,021

Note (A): Average Vessel Day Rates equals Vessel Revenue / Days Worked.

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019

Americas
Vessel revenues	$	28,705			34,044			31,859			33,333			33,147

Vessel operating costs:
Crew costs	$	11,711			13,138			14,186			15,307			15,108
Repair and maintenance		1,259			1,703			2,171			3,067			3,061
Insurance		426			427			417			299			305
Fuel, lube and supplies		1,754			1,373			2,615			1,853			1,919
Other		2,486			1,956			2,673			4,082			2,461
Total vessel operating costs	$	17,636			18,597			22,062			24,608			22,854

Vessel operating margin ($)	$	11,069			15,447			9,797			8,726			10,293
Vessel operating margin (%)		38.6	%		45.4	%		30.8	%		26.2	%		31.1	%

Americas - Select operating statistics
Average vessels - Total fleet		47			50			52			52			54
Utilization - Total fleet		52.2	%		58.3	%		57.1	%		59.8	%		56.9	%

Average vessels - Active fleet		30			33			35			37			37
Utilization - Active fleet		82.0	%		88.6	%		85.7	%		84.6	%		82.6	%

Average day rates	$	12,581			12,865			11,854			11,617			11,783

Vessels commencing drydocks		—			5			5			1			4

Cash paid for deferred drydocking and survey costs	$	1,086			1,819			5,912			5,381			5,368

Deferred drydocking and survey costs - beginning balance	$	20,024			21,599			18,561			15,678			12,154
Cash paid for deferred drydocking and survey costs		1,086			1,819			5,912			5,381			5,368
Amortization of deferred drydocking and survey costs		(3,336	)		(3,394	)		(2,874	)		(2,498	)		(1,964	)
Disposals, intersegment transfers and other		—			—			—			—			120
Deferred drydocking and survey costs - ending balance	$	17,774			20,024			21,599			18,561			15,678

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019

Middle East/Asia Pacific
Vessel revenues	$	23,280			23,983			24,828			26,651			22,765

Vessel operating costs:
Crew costs	$	10,468			8,726			10,085			10,308			9,243
Repair and maintenance		2,385			2,196			2,586			3,838			2,317
Insurance		562			739			591			790			358
Fuel, lube and supplies		1,783			1,405			2,665			1,937			2,431
Other		2,057			2,412			1,696			2,864			1,318
Total vessel operating costs	$	17,255			15,478			17,623			19,737			15,667

Vessel operating margin ($)	$	6,025			8,505			7,205			6,913			7,100
Vessel operating margin (%)		25.9	%		35.5	%		29.0	%		25.9	%		31.2	%

Middle East/Asia Pacific - Select operating statistics
Average vessels - Total fleet		45			52			55			55			52
Utilization - Total fleet		69.9	%		63.0	%		63.0	%		68.4	%		63.6	%

Average vessels - Active fleet		41			43			45			44			41
Utilization - Active fleet		76.8	%		75.9	%		77.7	%		84.4	%		80.7	%

Average day rates	$	8,040			8,009			7,863			7,746			7,520

Vessels commencing drydocks		—			—			5			3			3

Cash paid for deferred drydocking and survey costs	$	386			850			8,897			6,072			2,269

Deferred drydocking and survey costs - beginning balance	$	21,116			23,139			16,513			12,572			11,961
Cash paid for deferred drydocking and survey costs		386			850			8,897			6,072			2,269
Amortization of deferred drydocking and survey costs		(3,036	)		(2,589	)		(2,271	)		(2,131	)		(1,911	)
Disposals, intersegment transfers and other		200			(284	)		—			—			253
Deferred drydocking and survey costs - ending balance	$	18,666			21,116			23,139			16,513			12,572

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019

Europe/Mediterranean
Vessel revenues	$	17,716			20,620			29,491			29,180			30,946

Vessel operating costs:
Crew costs	$	7,952			9,707			11,696			11,984			12,974
Repair and maintenance		869			1,278			3,141			3,617			3,307
Insurance		448			420			431			367			503
Fuel, lube and supplies		592			924			1,098			1,808			1,614
Other		1,274			1,547			2,522			2,098			2,658
Total vessel operating costs	$	11,135			13,876			18,888			19,874			21,056

Vessel operating margin ($)	$	6,581			6,744			10,603			9,306			9,890
Vessel operating margin (%)		37.1	%		32.7	%		36.0	%		31.9	%		32.0	%

Europe/Mediterranean - Select operating statistics
Average vessels - Total fleet		32			37			41			45			45
Utilization - Total fleet		45.1	%		48.6	%		63.6	%		58.1	%		61.4	%

Average vessels - Active fleet		15			20			30			30			32
Utilization - Active fleet		95.1	%		88.6	%		87.3	%		86.4	%		86.3	%

Average day rates	$	13,361			12,689			12,514			12,171			12,147

Vessels commencing drydocks		—			—			2			3			1

Cash paid for deferred drydocking and survey costs	$	(361	)		517			2,591			3,378			316

Deferred drydocking and survey costs - beginning balance	$	9,143			10,387			9,406			7,379			8,596
Cash paid for deferred drydocking and survey costs		(361	)		517			2,591			3,378			316
Amortization of deferred drydocking and survey costs		(1,635	)		(1,710	)		(1,610	)		(1,335	)		(1,160	)
Disposals, intersegment transfers and other		—			(51	)		—			(16	)		(373	)
Deferred drydocking and survey costs - ending balance	$	7,147			9,143			10,387			9,406			7,379

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019

West Africa
Vessel revenues	$	15,694			22,328			25,796			27,375			30,315

Vessel operating costs:
Crew costs	$	6,555			7,120			8,520			8,472			8,868
Repair and maintenance		1,419			1,479			2,700			4,659			3,282
Insurance		517			424			346			(282	)		863
Fuel, lube and supplies		2,628			2,681			3,374			4,184			2,817
Other		4,639			5,119			5,312			4,682			5,214
Total vessel operating costs	$	15,758			16,823			20,252			21,715			21,044

Vessel operating margin ($)	$	(64	)		5,505			5,544			5,660			9,271
Vessel operating margin (%)		(0.4	)%		24.7	%		21.5	%		20.7	%		30.6	%

West Africa - Select operating statistics
Average vessels - Total fleet		58			63			65			67			70
Utilization - Total fleet		30.6	%		36.5	%		45.7	%		49.1	%		50.9	%

Average vessels - Active fleet		27			42			44			45			48
Utilization - Active fleet		66.3	%		55.0	%		67.8	%		72.5	%		74.4	%

Average day rates	$	9,643			10,711			9,539			9,075			9,174

Vessels commencing drydocks		—			—			3			1			4

Cash paid for deferred drydocking and survey costs	$	(576	)		911			7,467			11,905			7,060

Deferred drydocking and survey costs - beginning balance	$	24,301			26,856			22,456			13,397			8,318
Cash paid for deferred drydocking and survey costs		(576	)		911			7,467			11,905			7,060
Amortization of deferred drydocking and survey costs		(3,426	)		(3,466	)		(3,067	)		(2,846	)		(1,653	)
Disposals, intersegment transfers and other		89			—			—			—			(328	)
Deferred drydocking and survey costs - ending balance	$	20,388			24,301			26,856			22,456			13,397

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019

Worldwide
Vessel revenues	$	85,395			100,975			111,974			116,539			117,173

Vessel operating costs:
Crew costs	$	36,686			38,691			44,487			46,071			46,193
Repair and maintenance		5,932			6,656			10,598			15,181			11,967
Insurance		1,953			2,010			1,785			1,174			2,027
Fuel, lube and supplies		6,757			6,383			9,752			9,782			8,781
Other		10,456			11,034			12,203			13,726			11,651
Total vessel operating costs	$	61,784			64,774			78,825			85,934			80,619

Vessel operating margin ($)	$	23,611			36,201			33,149			30,604			36,554
Vessel operating margin (%)		27.6	%		35.9	%		29.6	%		26.3	%		31.2	%

Worldwide - Select operating statistics
Average vessels - Total fleet		182			202			213			219			220
Utilization - Total fleet		48.5	%		50.9	%		56.4	%		58.3	%		57.5	%

Average vessels - Active fleet		113			138			153			157			158
Utilization - Active fleet		78.2	%		74.5	%		78.5	%		81.4	%		80.4	%

Average day rates	$	10,503			10,799			10,267			9,940			10,021

Vessels commencing drydocks		—			5			15			8			12

Cash paid for deferred drydocking and survey costs	$	535			4,097			24,867			26,736			15,013

Deferred drydocking and survey costs - beginning balance	$	74,584			81,981			66,936			49,026			41,029
Cash paid for deferred drydocking and survey costs		535			4,097			24,867			26,736			15,013
Amortization of deferred drydocking and survey costs		(11,433	)		(11,159	)		(9,822	)		(8,810	)		(6,688	)
Disposals, intersegment transfers and other		289			(335	)		—			(16	)		(328	)
Deferred drydocking and survey costs - ending balance	$	63,975			74,584			81,981			66,936			49,026

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Net loss	$	(38,081	)		(110,664	)		(18,524	)		(60,574	)		(43,806	)

Interest and other debt costs		6,071			5,959			6,142			6,282			7,468
Income tax (benefit) expense		5,953			2,730			(5,171	)		1,281			15,071
Depreciation		19,344			16,986			17,285			19,416			19,047
Amortization of deferred drydock and survey costs		11,433			11,158			9,822			8,810			6,688
EBITDA (A), (B), (C)	$	4,720			(73,831	)		9,554			(24,785	)		4,468

Long-lived asset impairments		1,945			55,482			10,207			32,549			5,224
Affiliate credit loss impairment expense		—			53,581
Affiliate guarantee obligation		—			2,000			—			—			—
One-time charges		641			446			129			2,123			6,293
Adjusted EBITDA (A), (B), (C)	$	7,306			37,678			19,890			9,887			15,985

Note (A): EBITDA excludes interest and other debt costs, income tax expense, depreciation and amortization. Additionally, Adjusted EBITDA excludes impairment charges, and merger and integration related costs.

Note (B): EBITDA and Adjusted EBITDA for the three months ended September 30, 2020, and for each of the prior four quarters includes non-cash, stock-based compensation expense of $1,223, $1,401, $1,335, $2,972, and $7,384, respectively.

Note (C): EBITDA and Adjusted EBITDA for the three months ended September 30, 2020, and for each of the prior four quarters includes foreign exchange gains (losses) of $(1,153), $(2,076), $864, $(945), and $173, respectively.

Non-GAAP Financial Measures

We disclose and discuss EBITDA and Adjusted EBITDA as non-GAAP financial measures in our public releases, including quarterly earnings releases, investor conference calls and other filings with the Securities and Exchange Commission. We define EBITDA as earnings (net income or loss) before interest and other debt costs, income tax expense, depreciation and amortization. Additionally, Adjusted EBITDA excludes impairment charges and merger and integration related costs. Our measures of EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate EBITDA and Adjusted EBITDA differently than we do, which may limit its usefulness as a comparative measure.

Because EBITDA and Adjusted EBITDA are not measures of financial performance calculated in accordance with GAAP, they should not be considered in isolation or as a substitute for operating income, net income or loss, cash provided (used) in operating activities, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.

EBITDA and Adjusted EBITDA are widely used by investors and other users of our financial statements as a supplemental financial measure that, when viewed with our GAAP results and the accompanying reconciliations, we believe provide additional information that is useful to gain an understanding of the factors and trends affecting our ability to service debt, pay taxes and fund drydocking and survey costs and capital expenditures. We also believe the disclosure of EBITDA and Adjusted EBITDA helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter-to-quarter and year-to-year.

EBITDA and Adjusted EBITDA are also financial metrics used by management (i) as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; (ii) to compare to the EBITDA and Adjusted EBITDA of other companies when evaluating potential acquisitions; and (iii) to assess our ability to service existing fixed charges and incur additional indebtedness.

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

(In thousands)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Net cash provided by (used in) operating activities (A)	$	14,629			14,702			(27,525	)		5,281			(15,981	)

Cash interest expense		5,435			5,292			5,442			8,205			8,189
Interest income and other		(272	)		(696	)		(116	)		(690	)		(1,579	)
Additions to property and equipment		(607	)		(1,626	)		(2,449	)		(4,067	)		(5,058	)
Free cash flow before proceeds from asset sales	$	19,185			17,672			(24,648	)		8,729			(14,429	)

Proceeds from asset sales		10,592			11,454			9,452			3,755			4,526

Free cash flow	$	29,777			29,126			(15,196	)		12,484			(9,903	)

Free cash flow is a non-GAAP investment performance indicator which we believe provides useful information regarding the net cash generated by the Company before any payments to capital providers. Free cash flow is determined from net cash provided by (used in) operating activities adjusted for capital expenditures, proceeds from asset sales, cash interest expense and interest income. Free cash flow is not defined by U.S. GAAP and is not a substitute for net cash provided by operating activities.

Note (A): Net cash provided by (used in) operating activities is affected by changes in our assets and liabilities and the amounts we pay in cash for our drydocks and vessel surveys as illustrated in the following table:

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Cash provided by (used in) changes in assets and liabilities, excluding drydock payments	$	18,858		$	(10,373	)		(18,127	)		32,826			4,502
Cash paid for deferred drydock and survey costs		(535	)		(4,097	)		(24,867	)		(26,736	)		(15,013	)
Total sources (uses) of cash for changes in assets and liabilities	$	18,323		$	(14,470	)		(42,994	)		6,090			(10,511	)

Contacts

Tidewater Inc.

Jason Stanley

Vice President,

Investor Relations and Marketing

713-470-5300

SOURCE: Tidewater Inc.

Document And Entity Information	Nov. 05, 2020
Document Information [Line Items]
Entity, Registrant Name	TIDEWATER INC.
Document, Type	8-K
Document, Period End Date	Nov. 05, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-6311
Entity, Tax Identification Number	72-0487776
Entity, Address, Address Line One	6002 Rogerdale Road
Entity, Address, Address Line Two	Suite 600
Entity, Address, City or Town	Houston
Entity, Address, State or Province	TX
Entity, Address, Postal Zip Code	77072
City Area Code	713
Local Phone Number	470-5300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000098222
CommonStock0001ParValuePerShare Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TDW
Security Exchange Name	NYSE
SeriesAWarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Series A Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.A
Security Exchange Name	NYSE
SeriesBWarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Series B Warrants to purchase shares of common stock
Trading Symbol	TDW.WS.B
Security Exchange Name	NYSE
WarrantsToPurchaseSharesOfCommonStock Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	TDW.WS
Security Exchange Name	NYSEAMER
PreferredStockPurchaseRights Custom [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred stock purchase rights
Trading Symbol	N/A
Security Exchange Name	NYSE