Note 6 - Income Taxes

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

(6) INCOME TAXES 

Income (losses) before income taxes derived from United States and non-U.S. operations are as follows:

(In Thousands)	Year Ended December 31,
	2024			2023			2022
Non-U.S.	$	262,012		$	174,103		$	41,408
United States		(32,524	)		(35,174	)		(43,715	)
	$	229,488		$	138,929		$	(2,307	)

Income tax expense (benefit) consists of the following:

(In Thousands)	U.S.
	Federal		State		Non-U.S.			Total
Year Ended December 31, 2022
Current	$	—	$	8	$	19,842		$	19,850
Deferred		—		—		36			36
	$	—	$	8	$	19,878		$	19,886
Year Ended December 31, 2023
Current	$	—	$	1	$	43,215		$	43,216
Deferred		—		—		92			92
	$	—	$	1	$	43,307		$	43,308
Year Ended December 31, 2024
Current	$	148	$	11	$	52,864		$	53,023
Deferred		—		—		(2,807	)		(2,807	)
	$	148	$	11	$	50,057		$	50,216

The actual income tax expense above differs from the amounts computed by applying the U.S. federal statutory tax rate of 21% to pre-tax loss as a result of the following:

(In Thousands)	Year Ended December 31,
	2024			2023			2022
Computed “expected” tax expense (benefit)	$	48,192		$	29,175		$	(484	)
Increase (reduction) resulting from:
Foreign income taxed at different rates		(50,669	)		(35,088	)		(7,240	)
Uncertain tax positions (A)		(787	)		(1,401	)		(7,885	)
Nondeductible transaction costs		(710	)		(898	)		5,410
Valuation allowance - deferred tax assets (A)		(28,040	)		(83	)		11,339
Valuation allowance - deferred tax true-up		(1,831	)		390			(453	)
Deferred tax true-up		1,831			(390	)		453
Foreign taxes		52,842			36,339			27,945
Net GILTI Inclusion		22,249			2,705			—
Return to accrual		4,500			(8,079	)		(12,162	)
Restructuring		—			13,896			—
Share based compensation		(13,177	)		(1,470	)		—
162(m) - Executive compensation		11,995			2,107			552
Subpart F income		3,700			6,664			3,495
Other, net		121			(559	)		(1,084	)
	$	50,216		$	43,308		$	19,886

(A) The above table reflects the net impact of changes to uncertain tax benefits and valuation allowance. Reductions in unrecognized tax benefits due to lapse of statute of limitations has been fully offset with an increase to valuation allowance.

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

(In Thousands)	December 31,			December 31,
	2024			2023
Deferred tax assets:
Accrued employee benefit plan costs	$	7,673		$	6,678
Stock based compensation		3,178			1,838
Net operating losses		134,280			183,004
Tax credit carryforwards		413,873			413,089
Disallowed business interest expense carryforward		15,556			14,764
Capital loss carryforward		5,261			5,607
Other		4,273			7,195
Gross deferred tax assets		584,094			632,175
Less valuation allowance		(532,994	)		(591,720	)
Net deferred tax assets		51,100			40,455
Deferred tax liabilities:
Depreciation and amortization		(45,856	)		(40,294	)
Outside basis difference deferred tax liability		(2,891	)		(2,891	)
Foreign interest withholding tax		(1,512	)		(1,154	)
Other		(290	)		1,628
Gross deferred tax liabilities		(50,549	)		(42,711	)
Net deferred tax assets (liabilities)	$	551		$	(2,256	)

As of December 31, 2024, the Company had U.S. federal net operating loss carryforwards of $216.5 million, which includes $70.1 million of net operating losses subject to an IRC Section 382 limitation. As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of $320.8 million, which includes $131.0 million of net operating losses subject to an IRC Section 382 limitation. We have U.S. net operating losses of $33.7 million that will begin expiring in 2035 and $182.8 million having indefinite carryforward periods. We have $406.4 million of U.S. foreign tax credits as of December 31, 2024 that will expire beginning in 2027. We have foreign net operating loss carryforwards of $377.0 million that will expire beginning in 2026 with many having indefinite carryforward periods. We have $7.4 million of non-U.S. foreign tax credits as of December 31, 2024.

IRC Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes, as well as certain built-in-losses, against future U.S. taxable income in the event of a change in ownership. Our emergence from Chapter 11 bankruptcy proceedings in 2017 is considered a change in ownership for purposes of IRC Section 382. The Company’s annual limitation under the IRC is approximately $15.0 million which is based on our value as of the ownership change date. In addition, the merger with GulfMark in 2018 resulted in a change in ownership of GulfMark for purposes of IRC Section 382. The GulfMark ownership change results in an annual limitation of approximately $5.6 million on GulfMark’s tax attributes generated prior to the ownership change date, which begin to expire in 2035. The Company has recorded a valuation allowance on the net operating loss balance as it believes that it is more likely than not that the deferred tax asset will not be realized.

Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit the use of the existing deferred tax assets. 

Based on this evaluation, for the period ended December 31, 2024, a valuation allowance of $533.0 million was recorded against our net deferred tax asset. For the period ended December 31, 2023, a valuation allowance of $591.7 million was recorded against our net deferred tax asset. The decrease in the valuation allowance was primarily attributable to the current year utilization of U.S. net operating losses (NOLs) and the foreign currency revaluation for foreign NOLs. Our ability to utilize U.S. NOLs in the current year was primarily driven by activity in international jurisdictions that generated income subject to U.S. tax. Our ability to utilize U.S. NOLs in future periods is likely to be impacted by the extent to which we will generate such income in future periods which will be influenced by a variety of factors including the jurisdictions in which our vessels operate and the extent to which we are impacted by various global minimum tax initiatives that are adopted in those jurisdictions. The amount of the deferred tax asset considered realizable could be adjusted if estimates of future U.S. and foreign taxable income during the carryforward period increased or if objective negative evidence in the form of cumulative losses in the U.S. is no longer present and additional weight is given to subjective evidence such as our projections for growth and/or tax planning strategies. If we conclude in a future period that certain deferred tax assets are realizable this could have a material impact on our effective tax rate.

We have not recognized a U.S. deferred tax liability associated with temporary differences related to investments in our non-U.S. holding companies as the Company does not intend to dispose of the stock of these companies. These differences relate primarily to stock basis differences attributable to factors other than earnings, given that any untaxed cumulative earnings were subject to taxation in the U.S. in 2017 in accordance with the Tax Act. Further, any post-2017 earnings of these subsidiaries will either be taxed currently for U.S. purposes or will be permanently exempt from U.S. taxation. It is not practicable to estimate the deferred tax liability associated with temporary differences related to investments in our non-U.S. holding companies due to the legal structure and complexity of U.S. and non-U.S. tax laws.

Historically, it has been the practice and intention of the Company to indefinitely reinvest the earnings of its non-U.S. subsidiaries. Considering the significant changes made by the Tax Act, the Company will no longer be indefinitely reinvested with regards to its non-U.S. earnings which can be repatriated free of taxation. However, the Company is indefinitely reinvested in the non-U.S. earnings that could be subject to taxation and no deferred taxes have been provided for such earnings. As of December 31, 2024, the non-U.S. positive unremitted earnings, for which the Company is indefinitely reinvested, are $220.3 million. It is not practicable for the Company to estimate the amount of taxes on positive unremitted earnings due to the legal structure and complexity of non-U.S. tax laws. The Company decides each period whether to indefinitely reinvest these earnings. If, as a result of these reassessments, the Company distributes these earnings in the future, additional tax liabilities could result.

We record uncertain tax positions on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The recognition and measurement of tax liabilities for uncertain tax positions in any tax jurisdiction requires the interpretation of the related tax laws and regulations as well as the use of estimates and assumptions regarding significant future events. Changes in tax laws, regulations, agreements and treaties, foreign currency exchange restrictions or our level of operations or profitability in each taxing jurisdiction could have an impact on the amount of income taxes during any given year.

Our balance sheet reflects the following in accordance with ASC 740:

(In Thousands)	December 31,		December 31,
	2024		2023
Tax liabilities for uncertain tax positions	$	24,582	$	27,319
Income tax payable		30,069		30,909
Income tax receivable		5,396		3,354

Included in the liability balances for uncertain tax positions above for the periods ending December 31, 2024 and 2023, are $9.4 million and $13.6 million of penalties and interest, respectively. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.

A reconciliation of the beginning and ending amount of all unrecognized tax benefits, and the liability for uncertain tax positions (but excluding related penalties and interest) are as follows:

(In Thousands)
Balance at December 31, 2021	$	333,653
Additions based on tax positions related to the current year		744
Additions based on tax positions related to a prior year		10,155
Settlement and lapse of statute of limitations		(167,170	)
Balance at December 31, 2022 (A)	$	177,382
Additions based on tax positions related to the current year		212
Additions based on tax positions related to a prior year		1,869
Settlement and lapse of statute of limitations		(165,065	)
Reductions based on tax positions related to a prior year		(712	)
Balance at December 31, 2023	$	13,686
Additions based on tax positions related to the current year		5,909
Additions based on tax positions related to a prior year		53
Settlement and lapse of statute of limitations		(3,551	)
Reductions based on tax positions related to a prior year		(889	)
Balance at December 31, 2024	$	15,208

(A) The gross balance reported as uncertain tax positions is largely offset by $157.7 million of foreign tax credits and other tax attributes.

It is reasonably possible that a decrease of $5.8 million in unrecognized tax benefits may be necessary within the coming year due to the lapse of statutes of limitations or audit settlements.

The amount of unrecognized tax benefits that, if recognized for tax purposes, would affect the effective tax rate are $21.0 million and $20.9 million as of December 31, 2024 and  December 31, 2023 respectively.

With limited exceptions, we are no longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for tax years prior to December 2020. We have 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 or results of operations.